Aaron Schapper
About Aaron Schapper
Aaron M. Schapper (age 51) is President, CEO, and a director of Myers Industries (effective Jan 1, 2025). He previously held senior operating and strategy roles at Valmont Industries, with global P&L responsibility across Agriculture, Infrastructure, and Utility Support Structures, and earlier leadership at Orbit Irrigation in China. He holds dual bachelor’s degrees in Mechanical Engineering and Mandarin Chinese (University of Utah) and a joint MBA from Northwestern Kellogg/HKUST . Entering his tenure, MYE reported 2024 net sales of $836.3M (vs. $813.1M prior year) and adjusted EBITDA of $122.2M (vs. $98.0M), while GAAP EPS declined on mix/integration; 2022–2024 PSU cycle paid at 57.2% after a relative TSR outcome below the 25th percentile, underscoring rigorous performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valmont Industries (VMI) | Chief Strategy Officer & Group President, Agriculture | 2023–2024 | Led strategy and Agriculture segment; prior roles included Group President, Infrastructure, and Group President, Utility Support Structures, driving segment growth/profitability . |
| Valmont Industries (VMI) | Group President, Infrastructure | 2020–2023 | Led Valmont’s largest segment; “significant growth and profitability” under his leadership . |
| Valmont Industries (VMI) | Group President, Utility Support Structures | 2016–2020 | Led the business globally . |
| Orbit Irrigation (Shanghai) | General Manager | 2007–2020 | M&A and establishment of greenfield manufacturing in Ningbo (China) and Taipei (Taiwan) . |
| Orbit Irrigation (USA) | Design and Manufacturing Engineer | 2002–2007 | Engineering and manufacturing roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nebraska Enterprises | Director (former) | n/a | Listed among former directorships . |
| Outside public/private board (policy) | Director (permitted) | Ongoing | May serve on one outside board (non‑competitive) with Board notice; may serve on non-profits/advisory roles if duties are not impacted . |
Fixed Compensation
| Element | Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $800,000 | Jan 1, 2025 | Subject to annual review by CMD Committee . |
| Relocation/Temporary Housing | $2,500 per month for up to 12 months | Jan 1, 2025 | Plus reimbursement of reasonable relocation expenses by Dec 31, 2026; repayment if voluntary quit without Good Reason within 1 year . |
| Executive Physical | Annual program participation | 2025 | Executive perquisite program . |
| Legal Fee Reimbursement | Up to $15,000 | 2025 | Reimbursement for offer letter negotiations with documentation . |
Performance Compensation
| Incentive | Structure | Weighting | Performance Metrics | Targets/Outcomes | Vesting |
|---|---|---|---|---|---|
| STIP (Annual Bonus) | Target 100% of base salary | n/a | Set annually by CMD Committee | Not yet disclosed for 2025; 2024 plan tied 100% to adjusted EBITDA (threshold $119.6M; target $149.6M; max $209.5M; actual $122.4M → 0% payout) . | Annual payout timing ≤ Mar 15 following year . |
| LTIP (2025 Awards) | Target grant date value $2.5M | 40–50% RSUs; 50–60% PSUs | PSUs based on multi‑year financial metrics set by CMD Committee; company LTIP framework uses 3‑yr cumulative adjusted EPS with rTSR modifier (since 2024 grants) . | Targets for 2025–2027 to be set by CMD Committee (not disclosed) . | RSUs vest pro‑rata 1/3 on Mar 16, 2026/2027/2028; PSUs cliff‑vest Dec 31, 2027 subject to performance . |
| Onboarding Stock Options | 125,000 options at grant‑date strike | n/a | Time‑based | Grant on Jan 2, 2025 at fair market value strike . | 1/3 vest Jan 2, 2026; 1/3 Jan 2, 2027; 1/3 Jan 2, 2028 . |
2022–2024 PSU Cycle (context for alignment)
- Cumulative adjusted EBITDA achieved $328.7M vs target $343.0M (76.2% payout), reduced by 25% rTSR modifier (16.1st percentile), yielding 57.2% payout; demonstrates downside sensitivity when relative returns lag .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO required to hold 5x base salary in MYE stock within 5 years of becoming subject to guidelines .
- Anti‑Hedging/Pledging: Company prohibits hedging and pledging by directors and officers .
- Clawback: Policy to recover “erroneously awarded” incentive compensation upon required accounting restatement; administered by CMD Committee .
- Director Fees: As a non‑independent employee director, Schapper receives no director fees and serves on no committees .
- Beneficial Ownership: Specific share count for Schapper not disclosed in the excerpts reviewed; CEO guideline and five‑year compliance window apply .
Employment Terms
| Term | Provision |
|---|---|
| Start Date and Reporting | Starts Jan 1, 2025; reports directly to Board; appointed to Board effective start date . |
| Severance Plan Participation | Senior Officer Severance Plan with protective “no‑downgrade” clause preserving current benefits if plan is later reduced . |
| Severance (no CIC) | Lump sum 1.5x base salary upon termination without Cause or for Good Reason (not in connection with a Change in Control) . |
| Severance (with CIC) | Lump sum 2.5x (base salary + target bonus) upon qualifying termination “in connection with” a Change in Control; plan uses double‑trigger constructs for awards . |
| LTI Treatment (CIC) | Double‑trigger vesting: service RSUs fully vest; PSUs vest at target upon qualifying CIC termination, per Severance Plan construct . |
| Good Reason (supplemental triggers) | Includes: (i) required reporting to anyone other than Board; (ii) ceasing to serve as principal executive officer; (iii) Board failure to nominate/recommend him as director (subject to vote); (iv) relocation >50 miles (other than initial move) . |
| Non‑Compete / Non‑Solicit | 12‑month non‑compete and non‑solicit following termination; broad confidentiality covenants . |
| Indemnification | Director/officer indemnification agreement effective as of start date . |
| Company Policies | Must comply with stock ownership guidelines, clawback, insider trading/anti‑hedging/pledging policies . |
| Outside Boards | May serve on one outside board (non‑competitive) with prior notice; non‑profit/advisory roles permitted if duties not impacted . |
Board Governance
- Board Service: Appointed as director effective Jan 1, 2025; nominated for re‑election at April 24, 2025 Annual Meeting; fills vacancy from prior CEO departure .
- Independence/Committees: Not independent; will not serve on any Board committees; receives no director compensation; Board maintains independent Chair and 100% independent committees .
- Board Activity Context: Six Board meetings and 17 committee meetings in 2024; independent Chair since 2009 .
Compensation Structure Analysis (pay-for-performance levers)
- Mix and Leverage: CEO package is heavily at-risk via 100% target bonus and a sizable LTIP with 50–60% PSUs, aligning pay with multi‑year financial outcomes and relative TSR modifier .
- Metrics Rigor: Annual incentives tied to objective adjusted EBITDA; LTIP shifted in 2024 to 3‑yr cumulative adjusted EPS with rTSR modifier, tightening linkage to shareholder outcomes .
- Governance Safeguards: Double‑trigger CIC provisions, robust clawback, ownership guidelines, and prohibition on hedging/pledging; no tax gross‑ups or option repricing .
Performance & Track Record
| Period | Selected Company Performance Indicators | Notes |
|---|---|---|
| FY2024 | Net sales $836.3M; gross margin 32.4%; adjusted EBITDA $122.2M; adjusted EPS $1.04; GAAP EPS $0.19; operating cash flow $79.3M; FCF $54.9M; debt reduced $26M since 3/31/24 . | Provides baseline as Schapper begins tenure; 2024 bonuses paid 0% given plan mechanics . |
| 2022–2024 PSU Cycle | Cumulative adj. EBITDA $328.7M (76.2% of target); rTSR 16.1st percentile → −25% modifier; payout 57.2% . | Demonstrates formulaic down‑adjustment on underperformance vs peers. |
| Prior Career (Valmont) | Led large global segments; credited with segment growth/profitability; deep ops/strategy background . | Supports execution capability in industrials. |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay Approval: 99% support at 2024 Annual Meeting; Board committed to ongoing shareholder engagement and alignment .
- Investor Outreach: Contacted top 25 holders (>75% ownership), multiple engagements across governance, comp, ERM, capital allocation, and sustainability .
Compensation Peer Group (benchmarking context)
- Peer Group construction targets ~50%–200% of MYE revenue and similar industrial end‑markets; 2024 peers included firms like Alamo Group, EnPro, Helios, Standex, Lindsay; 2025 removed Chart Industries after size change .
- Independent advisor (Semler Brossy) supports CMD Committee; no conflicts reported .
Risk Indicators & Red Flags (as disclosed)
- No tax gross‑ups on severance; no option repricing or cash buyouts of underwater options .
- Anti‑hedging/pledging policy and clawback in place .
- Non‑compete/non‑solicit and confidentiality covenants reduce post‑termination risk .
- Related‑party transactions: none indicated for Schapper in reviewed excerpts; Board asserts strong governance and ISS top grade for governance in 2024 .
Vesting Schedules and Potential Selling Pressure
| Award | Quantity | Vesting Dates | Implication |
|---|---|---|---|
| Onboarding Options | 125,000 | 1/3 on Jan 2, 2026; 1/3 on Jan 2, 2027; 1/3 on Jan 2, 2028 | Creates step‑up potential over 2026–2028; option moneyness may influence exercise/sale cadence . |
| 2025 RSUs | Portion of $2.5M LTIP | 1/3 on Mar 16, 2026; 1/3 on Mar 16, 2027; 1/3 on Mar 16, 2028 | Time‑based vesting drives scheduled share delivery; subject to ownership guidelines . |
| 2025–2027 PSUs | Portion of $2.5M LTIP | Cliff on Dec 31, 2027 (settlement post‑certification) | Payout contingent on 3‑yr performance; relative TSR modifier can reduce/increase payout . |
Board Governance (Director Service Details)
- Committee Roles: None (non‑independent executive director); thus no audit/comp/governance committee influence; independence maintained via independent Chair and fully independent committees .
- Attendance: 2024 Board/committee meeting counts disclosed (he joined in 2025); no individual attendance data for Schapper disclosed in reviewed excerpts .
Investment Implications
- Alignment: High at‑risk pay (100% bonus target, majority PSU/RSU mix, double‑trigger CIC) and strict policies (clawback, anti‑hedging/pledging, ownership 5x salary) align CEO incentives with multi‑year earnings quality and relative returns .
- Retention Risk: Mitigated by 3‑year PSU cliff, multi‑year RSU schedules, 12‑month non‑compete, and severance economics (1.5x base; 2.5x base+bonus in CIC) .
- Execution Focus: CEO’s prior operating track record in industrial segments and MYE’s FY2024 baseline (higher revenue/EBITDA, lower GAAP EPS during integration) suggest near‑term focus on mix, integration, and “Focused Transformation” savings to expand margins—KPIs likely cumulative EPS and rTSR for LTIP .
- Trading Signals: Watch 2026–2028 vesting dates (options and RSUs) for potential selling windows; monitor CMD Committee disclosure of 2025 STIP and PSU targets and any 8‑K 5.02 updates; insider sale pressure moderated by ownership guidelines and anti‑hedging/pledging rules .