Brian Regan
About Brian Regan
Brian P. Regan is Executive Vice President and Chief Financial Officer of The Manitowoc Company (MTW), with an employment agreement dated May 2022 and two completed years in the role as of December 31, 2024 . Company performance in 2024: net sales declined 2.2% to $2,178.0 million and Adjusted EBITDA fell 26.8% to $128.4 million, while non‑new machine sales reached a record $629.1 million; the pay‑versus‑performance TSR indicator showed the value of a $100 investment at $52.17 for 2024 . MTW’s 2024 say‑on‑pay support was 80.4% .
Past Roles
Not disclosed in proxy filings for Mr. Regan .
External Roles
Not disclosed in proxy filings for Mr. Regan .
Fixed Compensation
2024 target and actual cash compensation components:
| Item | Value |
|---|---|
| Base Salary | $550,000 |
| STIP Target % of Salary | 75% |
| STIP Target $ | $412,500 |
| STIP Actual Payout (2024 performance) | $123,750 |
Multi‑year compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $396,330 | $525,569 | $547,477 |
| Stock Awards (RSUs+PSUs grant date fair value) | $609,314 | $940,453 | $875,093 |
| Non‑Equity Incentive (STIP) | $356,004 | $625,313 | $123,750 |
| All Other Compensation | $82,306 | $65,427 | $97,148 |
| Total | $1,443,953 | $2,156,762 | $1,643,468 |
Performance Compensation
Short‑Term Incentive Plan (STIP) – 2024 Metrics, Outcomes
| Metric (Weight) | Threshold (50%) | Target (100%) | Maximum (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 / “Manitowoc Way” (20%) | Goals | Goals | Goals | Goals achieved above target | 150.0% |
| Total Company STIP Payout | — | — | — | — | 30.00% |
| Individual Payout – Regan | Base $550,000; Target 75% ($412,500) | — | — | — | $123,750 |
Long‑Term Incentive Plan (LTIP)
2024 LTIP design (granted Feb 27, 2024): 50% PSUs, 50% RSUs; PSUs measured on 3‑year average Adjusted ROIC (60%) and 3‑year cumulative Non‑New Machine Sales (40%) with Relative TSR modifier (±20%, capped if absolute TSR negative). RSUs vest ratably over 3 years on grant anniversary .
| 2024 PSU Measure | Threshold (50%) | Target (100%) | Maximum (200%) |
|---|---|---|---|
| Adjusted ROIC (60%) | 8.1% | 9.6% | 11.1% |
| Non‑New Machine Sales (40%) | $1,951M | $2,028M | $2,108M |
| Relative TSR Modifier | 25th–40th: −10% / <25th: −20% | 40th–60th: 0% | >75th: +20% / 60th–75th: +10% |
2024 LTIP grant values (Regan):
| Grant Type | Grant Date | Shares (Target) | Shares (Max) | Grant‑Date Fair Value |
|---|---|---|---|---|
| PSUs | 02/27/2024 | 33,124 | 66,248 | $474,998 |
| RSUs | 02/27/2024 | 30,852 | — | $400,095 |
| Total 2024 LTIP Target | — | — | — | $950,000 |
Prior LTIP PSU (2012–2024 cycle finalized in 2025) results:
| PSU Grant (Approved Feb 2022) | Target PSUs | Payout Factor | PSUs Earned |
|---|---|---|---|
| Regan | 15,806 | 122.5% | 19,362 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 106,111 shares (includes 4,172 shares exercisable within 60 days); each individual other than CEO owns <1% of outstanding; none pledged |
| Shares Outstanding (record date) | 35,442,131 |
| Outstanding Option(s) | 4,172 options at $18.40, expiring 02/27/2029 |
| Unvested RSUs (market value at 12/31/2024, $9.13 close) | 5,778 ($52,753); 23,272 ($212,473); 30,852 ($281,679) – by grant cohort |
| Unvested PSUs (shown at target and 12/31/2024 prices) | 19,362 ($176,775); 28,038 ($255,987); 33,124 ($302,422) – by grant cohort |
| RSU Vesting Schedule | Ratable over 3 years on grant date anniversary |
| Shares Vested in 2024 | 35,876 shares vested; value realized $521,740 |
| Ownership Guidelines | Required multiple: 3x base; Regan actual 1.8x; within allowed 5‑year compliance period |
| Anti‑Hedging/Pledging | Hedging/short sales, margin accounts, and pledging prohibited by policy |
| Clawback | SEC/NYSE‑compliant clawback adopted Oct 2023; recovery on restatement for prior 3 years |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Benefits/Outplacement | Illustrative Total (12/31/2024) |
|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (pre‑CoC) | 1x base + 1x target bonus | Pro‑rata STIP at actual | Pro‑rated vesting of options/RSUs; PSUs pro‑rated and earned based on actual | 12 months COBRA + up to $25k outplacement | $1,415,462 |
| CoC + Termination w/o Cause or for Good Reason (within 2 years) | 2x base + 2x target bonus | Pro‑rata STIP at actual | Options vest in full; RSUs vest in full; PSUs deemed earned at target and vest fully | 24 months health + up to $25k outplacement | $3,286,165 |
Notes:
- Employment agreements (May 2022) govern severance and equity treatment; equity acceleration is tied to termination in connection with a change of control (double trigger) under those agreements .
- Company equity plan (2025 Omnibus) prohibits excise tax gross‑ups; applies cut‑back or full delivery based on after‑tax benefit for golden parachute taxes (Section 4999) .
Investment Implications
- Pay‑for‑performance alignment: 2024 STIP paid at 30% given EBITDA/NWC misses; LTIP introduces Adjusted ROIC weighting (60%), focusing capital efficiency over three years. Near‑term cash incentive pressure is low; long‑term equity remains the primary lever for value alignment .
- Retention risk: Double‑trigger CoC protections and significant unvested RSUs/PSUs lower departure risk; outstanding awards and ownership guideline gap (1.8x vs 3x) likely encourage continued accumulation and tenure .
- Insider selling pressure: RSUs vest annually, but 2024 vesting activity (35,876 shares) was modest; policy prohibits pledging/hedging, reducing forced‑sale risks .
- Governance and shareholder feedback: 80.4% say‑on‑pay support and peer‑group recalibration toward aftermarket businesses support current design; clawback adoption and anti‑pledg/hedging policies add investor protections .
- Company performance backdrop: 2024 top‑line decline and EBITDA compression, with negative TSR (value of $100 at $52.17), set a conservative base for future incentive realizations; 2022‑2024 PSU cycle still paid above target (122.5%), reflecting multi‑year metrics and TSR modifier .