Aaron Ravenscroft
About Aaron Ravenscroft
Aaron H. Ravenscroft, age 46, has served as President and Chief Executive Officer of The Manitowoc Company (MTW) and as a director since 2020 . His industrial background spans Weir Group’s Minerals division, Robbins & Myers, Gardner Denver, Wabtec, and an early career as a sell-side capital goods analyst, providing deep operational and capital markets expertise . In 2024, MTW net sales declined 2.2% to $2,178.0 million and Adjusted EBITDA declined 26.8% to $128.4 million amid macro uncertainty, while non-new machine sales reached a record $629.1 million and rose over 67% since 2020; Adjusted ROIC was 6.0% versus 11.2% in 2023 . The Board separates the CEO and Chair roles, maintains majority independent directors, and conducts regular executive sessions, supporting governance independence and oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Manitowoc Company | EVP Mobile Cranes; later Tower Cranes | 2016–2017 | Led core crane segments prior to CEO appointment |
| Weir Group (Minerals) | Regional Managing Director | 2013–2016 | Oversaw international industrial operations |
| Robbins & Myers | President, Process Flow Control Group | 2011–2013 | Led flow control businesses |
| Gardner Denver | Regional VP, Industrial Products Group | 2008–2011 | Managed industrial products portfolio |
| Wabtec | Roles of increasing responsibility | 2003–2008 | Rail/industrial operating experience |
| Janney Montgomery Scott | Sell-side analyst (capital goods) | 2000–2003 | Equity research coverage expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None | — | — | No current public company directorships |
Fixed Compensation
Multi-year CEO compensation (actual paid/earned):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $886,538 | $944,231 | $975,385 |
| Stock Awards (grant-date fair value) | $3,484,556 | $3,970,761 | $3,684,622 |
| Non-Equity Incentive (STIP) | $920,700 | $1,632,813 | $323,400 |
| All Other Compensation | $284,676 | $150,404 | $194,479 |
| Total | $5,576,471 | $6,698,208 | $5,177,885 |
Targeted 2024 compensation settings:
| Component | Value |
|---|---|
| Base Salary | $980,000 |
| Target Bonus (STIP) % | 110% of base |
| Target Bonus ($) | $1,078,000 |
| LTIP Target ($) | $4,000,000 |
| Target Total Direct Compensation | $6,058,000 |
Perquisites in 2024 included 401(k) contributions ($20,700), deferred compensation contributions ($142,692), disability premiums ($1,872), car allowance ($12,000), tax preparation ($11,197), and executive physical ($6,018) .
Performance Compensation
2024 STIP metrics and outcomes:
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | 2024 Actual | Payout Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $154M | $170M | $208M | $128.4M | 0.0% |
| Net Working Capital as % of Sales | 30% | 21.0% | 20.0% | 19.0% | 21.2% | 0.0% |
| Sustainability goals | 20% | Set goals | Set goals | Set goals | Achieved/exceeded | 150.0% |
| Total Company Payout | — | — | — | — | — | 30.0% |
Resulting 2024 STIP payout for CEO:
| Base Salary | STIP Target % | STIP Target ($) | Payout Factor | Paid ($) |
|---|---|---|---|---|
| $980,000 | 110% | $1,078,000 | 30% | $323,400 |
LTIP design and realized results:
- LTIP construction: 50% PSUs and 50% RSUs; PSUs based on two metrics with relative TSR modifier; PSUs three-year performance period and cliff vesting; RSUs vest ratably over three years .
- 2022–2024 PSU cycle payout: 122.5% of target, with metrics Adjusted EBITDA average and Non-New Machine Sales, plus a -10% TSR modifier .
| PSU Cycle | CEO Target PSUs | Payout Factor | PSUs Earned |
|---|---|---|---|
| 2022–2024 | 90,393 | 122.5% | 110,731 |
2024 equity grants:
| Grant Type | Grant Date | Units | FV ($) |
|---|---|---|---|
| RSU | 02/27/2024 | 129,904 | $1,684,622 |
| PSU (target) | 02/27/2024 | 139,470 | $2,000,000 |
2025 contingent annual equity awards (subject to 2025 plan approval):
| Name | Units (RSUs + PSUs at target) |
|---|---|
| Aaron H. Ravenscroft | 365,105 |
Vesting schedules:
- RSUs: vest in three equal installments on each anniversary of grant date .
- PSUs: cliff vest at three years, contingent on performance; 2022 grant reflected at 122.5% achievement for reporting purposes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 494,175 (includes 124,028 options exercisable within 60 days) |
| Ownership as % of Shares Outstanding | 1.4% |
| Options – Exercisable | 124,028 shares, with tranches at $17.40 expiring 03/28/2026; $25.68 expiring 02/22/2027; $32.98 expiring 02/26/2028; $18.40 expiring 02/27/2029; $12.37 expiring 02/26/2030 |
| RSUs – Unvested | 33,039 (2022), 98,256 (2023), 129,904 (2024) |
| PSUs – Unvested | 110,731 (2022 earned), 118,381 (2023 target), 139,470 (2024 target) |
| Shares Pledged | None pledged by named insiders |
| Ownership Guidelines | CEO 5x base pay; Actual 4.6x as of 12/31/2024; within five-year compliance window |
| Anti-Hedging / Anti-Pledging | Prohibited for executives and directors |
Option/award values are based on $9.13 share price at 12/31/2024 for reported market values .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | CEO agreement entered Feb 2021; continues until terminated |
| Severance (No CoC) | 2x base salary + 2x target bonus; pro-rata annual bonus; 24 months COBRA; 24 months outplacement up to $50,000; pro-rata vesting for options/RSUs and PSUs based on actual performance |
| Change-of-Control (Double Trigger) | 3x base salary + 3x target bonus; pro-rata annual bonus; 36 months benefits; 36 months outplacement up to $50,000; full vesting of unvested options/RSUs; PSUs deemed earned at target and vest |
| CoC Definition | 30%+ beneficial ownership, certain mergers/consolidations, >50% asset transfers, dissolution, or board majority change; aligns with plan definitions |
| Equity Plan CoC Treatment | Acceleration rights and cash-out mechanics; PSUs paid assuming greater of target or projected actual performance pro-rated; incentive awards deemed earned pro-rata |
| Clawback / Recoupment | Compensation Recovery Policy; awards subject to cancellation/recoupment; no excise tax gross-ups; best-net or cutback approach under 280G/4999 |
| Restrictive Covenants | Confidentiality, non-solicitation, non-competition, non-interference, non-disparagement |
Board Governance
- Board service: Director since 2020; CEO is not independent; Board is majority independent and separates CEO and Chair roles with an independent Non-Executive Chair (Kenneth W. Krueger) .
- Committees: Audit, Compensation, and Corporate Governance & Sustainability Committees comprise only independent directors; CEO is not a committee member .
- Attendance and cadence: Board met six times in 2024; all directors attended at least 75% of Board/committee meetings; executive sessions held at each regular meeting; independent directors meet at least four times per year without management .
- Say-on-Pay: 80.4% approval at 2024 annual meeting .
- Director compensation (non-employee): Cash retainers plus $135,000 annual equity grant; no meeting fees; detailed chair/member retainer amounts disclosed (e.g., Chair $125,000; Board member $80,000) .
Compensation Structure Analysis
- Pay mix is performance-heavy: 84% of CEO target pay at risk (STIP + LTIP), with multi-metric design and relative TSR modifier to align with shareholder returns; negative TSR caps TSR portion at target .
- 2024 pay-for-performance alignment: STIP paid at 30% due to EBITDA and working capital misses, partially offset by sustainability goals achievement; realizable CEO pay was ~62% of target at year-end given stock performance and STIP outcome .
- Peer benchmarking: Compensation Peer Group expanded to 19 companies emphasizing aftermarket businesses to align with strategy; WTW serves as independent consultant; no conflicts identified .
Risk Indicators & Red Flags
- Change-of-control economics: 3x cash severance and full equity vesting could be viewed as rich, but structured as double trigger and without excise tax gross-ups; cutback/best-net policy mitigates 4999 excise tax issues .
- Hedging/pledging: Prohibited; none pledged—positive alignment signal .
- Equity grant dilution: 2025 Omnibus Plan reserves 1,800,000 shares; historical burn rate averaged ~1.64% after conversions; contingent CEO grant of 365,105 units increases potential supply; governance features include minimum vesting and no liberal share recycling .
Equity Ownership & Vesting Supply Overhang
| Element | Quantity/Term |
|---|---|
| Unvested RSUs (CEO) | 261,199 across 2022–2024 grants |
| Unvested PSUs (CEO) | 257,852 (including 2022 earned, 2023 and 2024 at target) |
| 2025 Contingent Equity (CEO) | 365,105 units (mix of RSUs and PSUs at target) |
| Options outstanding (CEO) | 123,? Wait: 124,028 exercisable; expiries 2026–2030; strikes $12.37–$32.98 |
Note: RSUs vest ratably over three years from grant; PSUs cliff vest at 3 years subject to performance . None of CEO’s shares are pledged, and anti-hedging/pledging policies apply .
Employment & Contracts
| Term | Detail |
|---|---|
| Start as CEO | 2020 (director since 2020) |
| Agreement term | Indefinite; terminable at will, with severance protections |
| Non-compete/solicit | Present; durations not specifically disclosed; standard covenants |
| Severance multiples | 2x (no CoC); 3x (with CoC) on salary+target bonus |
| Benefits continuation | 24 months (no CoC); 36 months (with CoC) |
| Equity treatment | Pro-rata vesting (no CoC); full vesting (with CoC) |
| Clawback | Company Compensation Recovery Policy; plan-level recoupment |
Investment Implications
- Alignment and incentives: High at-risk pay, multi-metric LTIP with ROIC and relative TSR, and strict anti-hedging/pledging policies indicate solid alignment; however, 2024 STIP at 30% reflects challenging execution against EBITDA/working capital goals .
- Retention and change-of-control: Robust double-trigger CoC protections (3x cash and full equity) reduce retention risk but imply meaningful potential payout in M&A scenarios; absence of excise tax gross-ups and best-net cutbacks mitigate shareholder-unfriendly optics .
- Ownership and supply: CEO owns ~1.4% of shares, approaching 5x salary ownership guideline (4.6x as of 12/31/2024), supporting alignment; sizable unvested RSUs/PSUs and contingent 2025 awards create vesting-related supply that could contribute to insider selling pressure upon vesting, though pledging is prohibited and no pledges disclosed .
- Governance quality: Board independence, separated Chair/CEO, active committees, and strong shareholder practices (majority voting; regular executive sessions; say-on-pay 80.4%) support oversight and compensation discipline amid a cyclical end-market .
Overall: Compensation design is pay-for-performance with clear ROIC and TSR linkages; 2024 underperformance curtailed cash incentives, while equity remains the primary lever. Retention risk appears contained by contract terms; near-term trading signals center on vesting supply and performance outcomes on ROIC/TSR-linked PSUs.
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