Jeff Baker
About Jeff Baker
Jeff Baker is President, Distribution at Myers Industries; he was appointed from Vice President, Shared Services on October 1, 2024 and is one of the company’s named executive officers for 2024 . Company performance during his recent tenure included full-year 2024 net sales of $836.3M vs. $813.1M in 2023, adjusted EBITDA of $122.2M vs. $98.0M, and adjusted EPS of $1.04 vs. $1.39; GAAP diluted EPS was $0.19 and free cash flow $54.9M . Myers’ pay-for-performance framework links annual bonuses to Adjusted EBITDA and long-term PSUs to three‑year cumulative adjusted EPS with a relative TSR modifier, aligning management incentives to shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Myers Industries | Vice President, Shared Services | Through Oct 1, 2024 | Internal operations leadership; elevated to President, Distribution |
External Roles
No external directorships or outside roles for Jeff Baker were disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (paid, $) | 355,462 | 380,606 | 394,903 |
| Base salary rate ($) | — | — | 397,127; +3.0% YoY |
| Target bonus (%) | — | — | 75% of base |
| Actual bonus paid ($) | 342,738 | 219,136 | 0 (below threshold) |
| All other compensation ($) | 28,533 | 33,434 | 45,729 |
Performance Compensation
Annual Incentive – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% of annual cash bonus | Company target $149.6M; JB target award $297,845 (75% of base) | $122.4M (pre‑incentive expense at threshold) | 0% of target; $0 paid | Cash (no vesting) |
Long-Term Incentives – Design and 2024 Grants
| Award | Weighting | Metric | Grant details | Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) 2024–2026 | 60% | 3-year cumulative adjusted EPS; rTSR modifier (+/‑25% vs S&P 600 Materials/Industrials percentiles) | Target 12,308 PSUs; grant conditioned and issued May 9, 2024; grant date FV $201,482 | Vests at end of performance period; settlement Mar 16, 2027 |
| Restricted Stock Units (RSUs) 2024 | 40% | Service-based | 8,206 RSUs granted Mar 7, 2024; grant date FV $165,351 | Ratable over 3 years on Mar 16, 2024/2025/2026 |
Completed Performance Cycle – 2022–2024 PSUs
| Cycle | Metric | Target | rTSR percentile | Payout (pre/post TSR) | Result for JB |
|---|---|---|---|---|---|
| 2022–2024 | 3-year cumulative adjusted EBITDA with rTSR modifier | $313.0M (50%) / $343.0M (100%) / $403.0M (200%) | 16.1% | 76.2% → 57.2% after −25% modifier | 57.2% of his 9,218 target PSUs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 28,575 shares as of Mar 6, 2025; ~0.08% of 37,295,964 shares outstanding (calculated); underlying figures: ownership and shares outstanding |
| Unvested RSUs | 2,048 (2022 grant; final vest Mar 16, 2025) ; 4,957 (2023 grant; vest Mar 16, 2025) ; 8,206 (2024 grant; vest Mar 16, 2024/2025/2026) |
| Unvested PSUs (target) | 9,218 (2022–2024) ; 11,154 (2023–2025) ; 12,308 (2024–2026) |
| Options | None disclosed outstanding or vested for NEOs at 12/31/2024 |
| Ownership guideline | Presidents of business units: 1× base salary; compliance required within 5 years |
| Compliance status | In compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors, officers, and employees |
| Deferred compensation | Executive contributions $179,258; Registrant contributions $10,762; Earnings $101,592; Balance $833,472 (2024) |
Upcoming Vesting and Potential Selling Pressure
| Date | Instrument | Amount |
|---|---|---|
| Mar 16, 2025 | RSUs (2022, 2023, 2024 grants) | 2,048 (2022 final), 4,957 (2023), plus 2024 tranche (ratable schedule) |
| Mar 16, 2026 | RSUs (2024 grant) | Remaining tranche (ratable schedule) |
| Mar 16, 2027 | PSUs (2024–2026) | Settle based on adjusted EPS and rTSR outcomes |
Employment Terms
| Trigger | Cash severance | Bonus treatment | Equity treatment | Benefits | Notes |
|---|---|---|---|---|---|
| Termination without cause or for good reason | 1× current annual base salary (lump sum) | — | Unvested RSUs forfeited; PSUs fully vest subject to actual performance | Health/LTD/life/outplacement for 1 year | Company has no individual executive employment contracts |
| Change-in-control + qualifying termination (double trigger) | 1.5× (base salary + target bonus) (lump sum) | Pro‑rata current year target bonus | RSUs fully vest; PSUs vest at target | Health 18 months; LTD/life 2 years; outplacement 1 year | Double-trigger vesting practice |
| Death/Disability | Accrued salary/bonus | Pro‑rata target | RSUs fully vest; PSUs vest pro‑rata at target | Per plan terms | — |
| Retirement (eligibility) | Not eligible as of 12/31/2024 | — | — | — | — |
| Clawback | NYSE-compliant policy for erroneously awarded incentive comp on restatement | ||||
| Tax gross‑ups | None for change‑in‑control payments | ||||
| Anti‑hedging/pledging | Prohibited |
Estimated Potential Payments (illustrative as of 12/31/2024)
| Scenario | Total ($) |
|---|---|
| Termination without cause/for good reason | 839,893 |
| Death | 1,136,350 |
| Disability | 754,498 |
| CIC + qualifying termination | 1,982,299 |
Investment Implications
- Pay-for-performance discipline is evident: 2024 bonuses paid at 0% despite Adjusted EBITDA at threshold, reinforcing variable pay sensitivity to financial outcomes . Long-term PSUs pivoted to adjusted EPS with an rTSR modifier, strengthening linkage to shareholder returns; the prior 2022–2024 cycle settled at 57.2% after underperforming peers (16.1% rTSR percentile) .
- Alignment and retention: Baker is in compliance with stock ownership guidelines and holds meaningful unvested RSUs/PSUs with near-term vesting events (Mar 16, 2025) and multi‑year PSU exposure (settling Mar 16, 2027), which should mitigate near-term selling pressure but creates scheduled delivery that could add liquidity around vest dates .
- Downside and change‑in‑control economics: Severance is moderate (1× base), while CIC protection is more substantial (1.5× base+target bonus with full RSU and target PSU vesting), implying low baseline retention risk but meaningful incentives to remain through a transaction scenario .
- Governance quality: No executive employment contracts, no hedging/pledging, clawback policy, and no tax gross‑ups indicate shareholder‑friendly practices; say‑on‑pay support was 99% in 2024, reducing governance overhang risk .