Dave Basque
About Dave Basque
Dave Basque served as Interim President & CEO of Myers Industries from September 9, 2024 through December 31, 2024, and returned to his role as Vice President, Special Projects effective January 1, 2025; he joined Myers in August 2020 after 35+ years at The Dow Chemical Company leading specialty businesses and acquisition integrations. He is age 67 as disclosed in the September 9, 2024 8‑K . During 2024, Myers completed the $350M acquisition of Signature Systems and posted net sales of $836.3M vs. $813.1M in 2023, adjusted EBITDA of $122.2M vs. $98.0M, and GAAP diluted EPS of $0.19 vs. $1.32; adjusted EPS was $1.04 vs. $1.39 . Pay‑versus‑performance disclosure shows the value of an initial $100 investment based on TSR at $77.41 in 2024, illustrating weak recent equity performance during the broader transformation period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myers Industries | Interim President & CEO | Sep 9, 2024 – Dec 31, 2024 | Led leadership transition; continued execution on transformation and operational excellence initiatives . |
| Myers Industries | Vice President, Special Projects | Sep 1, 2024 – present | Senior project leadership; continuity role post‑interim CEO through Aug 31, 2025 per agreement . |
| Myers Industries | VP, Integration; VP, Material Handling – Injection Molding | Aug 17, 2020 – Sep 1, 2024 | Built acquisition integration capability; led injection molding operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Dow Chemical Company | VP, Dow Global Technologies; leader of acquisition integration teams | ~35+ years prior to 2020 | Grew specialty businesses; led multiple integration teams and senior operational roles . |
Fixed Compensation
| Component | 2024 Detail | Terms | Notes |
|---|---|---|---|
| Base Salary Rate | $374,126 | Set Q1 2024 (+5.0% YoY) | Base excludes interim stipend . |
| Salary Paid (reported) | $491,738 | Calendar 2024 | Includes interim stipend paid through payroll . |
| Interim CEO Stipend | $50,000 per month | Paid Sep 9–Dec 31, 2024 | Per 8‑K agreement (in addition to base) . |
| Retention Bonus (Interim CEO) | $500,000 cash | Paid after new CEO appointment upon completion of interim role | Paid with completion of interim service; reflected in “All Other Compensation” . |
| Perquisites/Other | $533,918 total; includes 401(k)/excess plan contributions $13,800 and dividends $20,118 | 2024 | “All Other Compensation” primarily retention bonus; exec physical reimbursement policy exists, but not itemized for Basque in 2024 . |
Performance Compensation
Annual Bonus (Short-Term Incentive)
| Metric | Weighting | Threshold | Target | Max | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $119.6M (50%) | $149.6M (100%) | $209.5M (200%) | $122.4M (pre‑incentive expense) | 0% for all NEOs; Basque target 55% of base, earned $0 . |
Long‑Term Incentives (2024 grant design)
| Instrument | Target Value | Mix | Grant Detail | Vesting | Performance Metric |
|---|---|---|---|---|---|
| PSUs | $144,158 (part of 70% of base) | 60% PSUs | Target 8,117 PSUs; max 20,293 | Cliff vest Mar 16, 2027 | 3‑yr cumulative adjusted EPS with relative TSR modifier (+/‑25% vs S&P 600 Materials & Industrials percentiles) . |
| RSUs | $109,032 (part of 70% of base) | 40% RSUs | 5,411 RSUs | Ratable over 3 years on Mar 16, 2024/2025/2026 | Service‑based retention and ownership build . |
| Total 2024 LTI Target | $261,888 | 70% of base salary | CMD Committee determination | Multi‑year retention and performance design | EPS + rTSR reflects shareholder alignment . |
Prior PSU Performance (2012‑2024 cycle settled in 2025 disclosures)
| Cycle | Target Metric | Achievement | TSR Modifier | Net Payout | Basque Target Units | Shares Settled % |
|---|---|---|---|---|---|---|
| 2022–2024 | 3‑yr cumulative adjusted EBITDA | $328.7M vs. $343.0M target → 76.2% initial payout | rTSR at 16.1 percentile → −25% | 57.2% of target | 7,523 PSUs | 57.2% payout . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 44,233 shares; less than 1% of outstanding . |
| Unvested RSUs | 1,672 (2022 grant; last installment vests Mar 16, 2025); 3,209 (2023 grant; remaining installment vests Mar 16, 2025); 5,411 (2024 grant; remaining installments March 16, 2025/2026) . |
| Unvested PSUs (target) | 7,523 (2022 cycle; settled on performance); 7,220 (2023 cycle; performance period 2023–2025); 8,117 (2024 cycle; performance period 2024–2026) . |
| Options | None outstanding; no option grants in 2024 . |
| Ownership Guidelines | VP level: 1× base salary; Basque in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited for directors, officers, employees (anti‑hedging and anti‑pledging policy) . |
| Insider Activity Signal | Company disclosed that six directors and Dave Basque purchased Myers stock in the open market after new CEO appointment (alignment signal) . |
Vesting schedule implications: multiple RSU tranches vest on March 16 annually, creating potential near‑term supply; PSUs settle after performance periods (2025 and 2027), with rTSR modifier potentially reducing or increasing payouts .
Employment Terms
| Term | Detail |
|---|---|
| Interim CEO Agreement | Monthly stipend $50,000 during interim; $500,000 retention bonus upon completion; continued employment as VP Special Projects through Aug 31, 2025 . |
| Severance Plan Eligibility | Agreement specifies Basque is “no longer an officer who is eligible to participate” in the Senior Officer Severance Plan; not entitled to benefits under the Plan going forward . |
| PSU Treatment on Certain Terminations | If terminated without Cause or for Good Reason before Aug 31, 2025, outstanding 2024 PSUs immediately vest (subject to performance settlement) . |
| Non‑Compete/Non‑Solicit | Subject to company’s Non‑Competition, Non‑Solicitation and Confidentiality Agreement for executive officers . |
| Clawback Policy | Company maintains clawback policy for “erroneously awarded” incentive‑based compensation upon accounting restatement, administered by CMD Committee . |
| Change‑in‑Control Economics (historical 2024 Severance Plan) | For NEOs in 2024 Severance Plan: double‑trigger—Basque at 1.5× base + target bonus; RSUs fully vest; PSUs vest at target; health coverage for 18 months, LTD and life for 2 years; note: 8‑K supersedes future eligibility . |
| Potential Termination Values (as of 12/31/2024) | Illustrative totals: Termination without cause/good reason $532,773; Change‑in‑control $1,101,809; values include cash severance, pro‑rated bonus, benefits, and equity acceleration assumptions . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation included meaningful equity (PSUs/RSUs) plus a one‑time $500,000 retention bonus and interim stipend, shifting cash proportion temporarily higher for leadership continuity during transition .
- Metrics tightened: Annual bonus tied 100% to adjusted EBITDA; long‑term shifted in 2024 from cumulative adjusted EBITDA to cumulative adjusted EPS with rTSR modifier, which should improve correlation with shareholder value; PSU payout for 2022–2024 was reduced by negative rTSR .
- Governance safeguards: No employment contracts, no option repricing, no change‑in‑control tax gross‑ups, anti‑hedging/pledging, robust stock ownership guidelines, clawback policy .
Performance & Track Record
- 2024 business execution included closing Signature Systems acquisition ($350M) and launching “Focused Transformation” (targeting $20M annualized SG&A savings by YE 2025) .
- Financials: net sales $836.3M vs. $813.1M; adjusted EBITDA $122.2M vs. $98.0M; adjusted EPS $1.04 vs. $1.39; GAAP diluted EPS declined to $0.19 reflecting impairments and other adjustments .
- TSR context: value of initial $100 investment was $77.41 in 2024, indicating underperformance vs peer composites used for rTSR .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 99% in favor, suggesting strong support for compensation design .
- Ongoing engagement: outreach to top holders and governance enhancements; ISS top governance grade referenced .
Equity Ownership & Alignment Table
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 44,233; <1% of shares outstanding . |
| RSUs Unvested | 1,672 (2022); 3,209 (2023); 5,411 (2024) . |
| PSUs Outstanding (target) | 7,523 (2022 cycle); 7,220 (2023 cycle); 8,117 (2024 cycle) . |
| Ownership Guideline Compliance | In compliance as of Dec 31, 2024 (1× base for VP) . |
| Hedging/Pledging Status | Prohibited by policy . |
Risk Indicators & Red Flags
- Hedging/pledging: prohibited, reducing misalignment risk .
- Option repricing: prohibited .
- Tax gross‑ups: not offered for change‑in‑control .
- Related party transactions: none disclosed for 2024 .
- Turnover timing: CEO transition announced Sept 2024; Basque appointed interim; new CEO effective Jan 1, 2025—Board engaged search firm, transparent process .
Compensation Peer Group (Benchmarking)
- Peer group updated for 2024/2025 benchmarking; list includes industrial machinery and related companies; composition adjusted to maintain relevance (e.g., adding Columbus McKinnon and Douglas Dynamics, removing Chart Industries for 2025) .
Past Grants and Vesting (Basque)
| Item | 2024 Activity |
|---|---|
| Stock Awards Vested (shares realized) | 12,965 shares; $270,191 value realized in 2024 . |
| Outstanding Awards Year‑End | See RSU/PSU counts above; no options outstanding . |
| Deferred Compensation | No executive/excess plan contributions reported for Basque in 2024 . |
Investment Implications
- Alignment: Open‑market share purchases by Basque post CEO appointment, guideline compliance, and heavy weighting to PSUs tied to adjusted EPS with rTSR modifier indicate credible alignment, though rTSR underperformance can reduce payouts (as occurred for 2022–2024) .
- Near‑term selling pressure: RSU vesting on March 16 each year plus PSU settlements on cycle completion create potential supply; monitor Form 4s around vest dates to gauge net selling vs. hold behavior .
- Retention risk: Interim stipend and $500K completion bonus have already been paid; Agreement maintains employment through Aug 31, 2025; non‑compete/non‑solicit adds retention and IP protection; however, 8‑K indicates future severance plan ineligibility, slightly reducing downside protection vs peers .
- Pay for performance: No annual bonus in 2024 due to missed EBITDA threshold; LTI tied to EPS+rTSR should better align with value creation under new CEO strategy; track 2024–2026 EPS trajectory and rTSR percentile to anticipate PSU settlement outcomes .
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