Leslie Middleton
About Leslie Middleton
Leslie L. Middleton is Executive Vice President, Americas and EU Mobile Cranes at MTW, serving in this role since November 2020 after joining Manitowoc in February 2016; he is age 55 as of February 21, 2025 . Middleton’s remit spans optimizing operations, implementing lean strategies, driving new product development, and growth in the Americas and Germany mobiles businesses . Company performance in 2024 included net sales of $2,178.0M (-2.2% YoY), Adjusted EBITDA of $128.4M (-26.8% YoY), and Adjusted ROIC of 6.0% (vs. 11.2% prior year); the NEO STIP paid at 30% of target with 0% payouts on EBITDA and Net Working Capital metrics, and 150% on sustainability metrics, evidencing tight pay-for-performance alignment . For the 2022–2024 PSU cycle, MTW’s design yielded a 122.5% payout with a -10% relative TSR modifier; Middleton earned 18,983 PSUs vs. 15,496 target, reflecting stronger non-new machine sales and modest EBITDA performance in that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manitowoc Company | SVP, Americas Mobile Cranes | 2016–2020 | Led operations optimization, lean strategy deployment, product development, and regional growth |
| Weir Minerals North America | Managing Director U.S. Minerals; EVP Operations | 2014–2016 | Managed U.S. minerals operations and broader operational performance |
| Gardner Denver | Vice President & General Manager | 2009–2013 | General management of industrial products operations |
| Magnet Schultz of America | Director of Manufacturing | 2004–2009 | Manufacturing leadership and performance systems |
| Vapor Corporation | Director of Manufacturing & Performance Systems | 1995–2004 | Manufacturing and performance systems leadership |
External Roles
- No current public company board roles disclosed in MTW’s 10-K/Proxy reviewed .
Fixed Compensation
| Component | 2024 | Source |
|---|---|---|
| Base Salary (rate) ($) | 550,000 | 2025 Proxy |
| STIP Target (%) | 75% | 2025 Proxy |
| STIP Target ($) | 412,500 | 2025 Proxy |
| LTIP Target ($) | 800,000 | 2025 Proxy |
Multi-year summary compensation:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive (STIP) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 546,154 | 736,927 | 123,750 | 87,567 | 1,494,397 |
| 2023 | 517,251 | 783,709 | 574,219 | 52,722 | 1,927,900 |
| 2022 | 448,438 | 597,363 | 281,002 | 75,280 | 1,402,083 |
All other compensation detail (2024):
| Item | Amount ($) |
|---|---|
| Defined Contribution Plan | 20,700 |
| Deferred Compensation Plan (Company contributions) | 53,422 |
| Disability Insurance Premiums | 2,644 |
| Car Allowance | 10,800 |
| Other/Executive Physical | — (none listed) |
Performance Compensation
STIP design, targets and 2024 results:
| Metric (Weight) | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Actual | Result |
|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $154M | $170M | $208M | $128.4M | 0.0% |
| Net Working Capital as % of Sales (30%) | 21.0% | 20.0% | 19.0% | 21.2% | 0.0% |
| Sustainability Metrics (20%) | Goals | Goals | Goals | Goals met/exceeded | 150.0% |
| Total STIP Payout | — | — | — | — | 30.0% of target |
STIP payout detail (2024):
| Base Salary ($) | STIP Target (%) | STIP Target ($) | Payout Factor (%) | Total Payout ($) |
|---|---|---|---|---|
| 550,000 | 75% | 412,500 | 30% | 123,750 |
2025 STIP adjustments:
- Replace Net Working Capital % of Sales with Days Inventory Outstanding (DIO); 2025 thresholds: EBITDA $117M/$128M/$155M; DIO 145/141/137; Sustainability metrics renamed “Manitowoc Way” .
LTIP design (2024 awards):
| Form | Award Mix | Metrics & Weighting | Targets | Vesting |
|---|---|---|---|---|
| PSUs | 50% | Adjusted ROIC (60%); Non-New Machine Sales (40%); Relative TSR modifier | ROIC: 8.1%/9.6%/11.1%; Non-New Machine Sales: $1,951M/$2,028M/$2,108M; TSR modifier -20% to +20% with cap if TSR negative | 3-year cliff vest |
| RSUs | 50% | Time-based | — | 3-year ratable vesting |
Middleton 2024 LTIP grant values:
| RSU Grant Value ($) | PSU Grant Value ($) | Total LTIP Grant ($) |
|---|---|---|
| 400,000 | 400,000 | 800,000 |
Grants of plan-based awards (2024, granted 02/27/24):
| Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSU | 02/27/24 | 13,947 | 27,894 | 55,788 | — | 400,000 |
| RSU | 02/27/24 | — | — | — | 25,981 | 336,927 |
2022–2024 PSU performance results (cycle ended 12/31/2024):
| Measure (Weight) | Threshold | Target | Maximum | Resulting Payout (% of weighted target) |
|---|---|---|---|---|
| Adjusted EBITDA Avg (60%) | 6.0% | 7.0% | 8.0% | 56.1% |
| Non-New Machine Sales (40%) | $455M | $551M | $625M | 80.0% |
| Relative TSR Modifier | -20%/-10% | 0% | +10%/+20% | -10% |
| Total Payout | — | — | — | 122.5% |
Middleton PSU outcome (2022 grant):
| Target PSUs Granted (#) | Payout Factor (%) | PSUs Earned (#) |
|---|---|---|
| 15,496 | 122.5% | 18,983 |
Equity Ownership & Alignment
Beneficial ownership (record date March 3, 2025):
| Shares Beneficially Owned (#) | Ownership % of Outstanding | Notes |
|---|---|---|
| 118,438 | <1% | Includes 26,277 shares exercisable within 60 days under 2013 Omnibus Incentive Plan |
Outstanding equity awards (as of 12/31/2024; market values at $9.13/share):
- Option awards (exercisable; no unexercisable options listed): | Grant Date | Exercisable Options (#) | Exercise Price ($) | Expiration | |---|---:|---:|---| | 03/28/16 | 10,025 | 17.40 | 03/28/26 | | 02/22/17 | 4,490 | 25.68 | 02/22/27 | | 02/20/18 | 4,809 | 32.98 | 02/20/28 | | 02/27/19 | 6,953 | 18.40 | 02/27/29 |
Note: All option strike prices exceed $9.13, implying out-of-the-money status at year-end 2024 .
- RSUs (unvested and market value): | Grant Date | RSUs Unvested (#) | Market Value ($) | |---|---:|---:| | 02/18/22 | 5,664 | 51,712 | | 02/08/23 | 19,393 | 177,058 | | 02/27/24 | 25,981 | 237,207 |
RSUs vest ratably over three years on grant anniversaries .
- PSUs (unearned/unvested and payout value basis): | Grant Date | PSUs Outstanding (#) | Market/Payout Basis ($) | |---|---:|---:| | 02/18/22 | 18,983 (shown at 122.5% achievement) | 173,315 | | 02/08/23 | 27,894 (target) | 254,672 | | 02/27/24 | 23,365 (target) | 213,322 |
PSUs cliff vest after 3-year performance periods; performance factor determined at period end .
Ownership policies and alignment:
- Stock ownership guidelines: 3× base salary for executive officers other than CEO; CEO 5× base salary .
- Anti-hedging and anti-pledging: Hedging, short-selling, holding in margin accounts, and pledging are prohibited; transactions must be pre-cleared; 10b5-1 permitted under guidelines .
- No shares pledged: None of the named individuals have pledged shares .
- Clawback: Compensation recovery policy effective Oct 2023 for incentive-based compensation upon qualifying restatement, covering prior three completed fiscal years .
2025 Contingent Equity Awards (subject to 2025 Plan shareholder approval):
| Name | Contingent Units (#) |
|---|---|
| Leslie L. Middleton | 73,022 |
Includes RSUs and PSUs assumed at 100% performance; maximum PSUs may reach 200% of target .
Employment Terms
Key employment agreement provisions:
| Term | Provision |
|---|---|
| Agreement Date | February 2021 (Middleton) |
| Term Length | No fixed term; continues until termination |
| Severance (No CoC) | 1× base salary + 1× target annual bonus; pro rata current-year bonus based on actual performance; 12 months COBRA and outplacement (up to $25,000) |
| Equity (No CoC) | Pro-rata vesting of options/RSUs; PSUs pro-rated and continue to be earned based on actual performance |
| Severance (CoC + qualifying termination) | 2× base salary + 2× target annual bonus; 24 months health benefits; outplacement up to $25,000; full vesting of time-based awards; PSUs deemed earned at target and fully vested (double trigger; also applies to terminations within 6 months pre-CoC tied to CoC) |
| “Cause” | Defined including certain crimes, fraud/dishonesty, willful misconduct, breaches of agreement/policies |
| “Good Reason” | Includes relocation >50 miles, material diminution of duties, adverse compensation changes, company breach |
| Restrictive Covenants | Confidentiality, non-solicit, non-compete, non-interference, non-disparagement |
| Tax Gross-ups | No excise tax gross-ups upon change of control |
Estimated payouts (as of 12/31/2024; stock at $9.13):
| Scenario | Base Salary ($) | Target Bonus ($) | RSUs ($) | PSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination (no CoC) | 550,000 | 412,500 | 182,759 | 165,370 | 54,477 | 1,365,105 |
| CoC + qualifying termination | 1,100,000 | 825,000 | 465,977 | 641,309 | 82,798 | 3,115,084 |
Investment Implications
- Alignment and pay-for-performance: With 67%+ of NEO compensation at risk and 2024 STIP paying 30% given EBITDA and working capital misses, Middleton’s realized pay is sensitive to operational and cash discipline outcomes; 2024 LTIP metrics emphasize ROIC and non-new machine sales with relative TSR modifiers to align long-term value creation .
- Retention and selling pressure: Significant unvested RSUs across 2022–2024 vintages vest on anniversaries and PSUs cliff-vest on three-year cycles, creating recurring vesting events; options are out-of-the-money at $9.13 vs. strikes ($17.40–$32.98), reducing near-term exercise incentives, while anti-hedging/pledging and ownership guidelines support alignment .
- Change-of-control economics: Double-trigger acceleration and 2× cash severance provide meaningful protection; estimated CoC payout ~$3.12M as of year-end 2024 underscores moderate retention value without tax gross-ups, balancing executive security and shareholder-friendly governance .
- Execution signals: The 122.5% PSU payout for 2022–2024 was driven by stronger non-new machine sales despite lower EBITDA and a -10% TSR modifier; ongoing focus on inventory (DIO in 2025 STIP) and aftermarket growth may be key levers for future payouts and stock performance .