Jeffrey Kramer
About Jeffrey Kramer
Jeffrey Kramer, age 65, is an independent director of Myers Industries (MYE) since 2021 and currently chairs the Corporate Governance Committee while serving on the Compensation & Management Development (CMD) Committee . He is the former CEO of Schweitzer-Mauduit International (SWM, now part of Mativ), former CEO of JAM Distributing, and held senior roles at Air Products including CTO and multiple global business leadership positions, bringing deep M&A, transformation, R&D/innovation and global supply chain experience . Company performance context during his board tenure includes net sales rising to $836.3M in 2024 (vs. $813.1M in 2023), adjusted EBITDA of $122.2M (vs. $98.0M), and company TSR of 77.41 in 2024, with rTSR used as a modifier in long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schweitzer-Mauduit International (SWM) | Chief Executive Officer | — | Led global manufacturing across films/nettings/papers; corporate transformations and M&A execution |
| JAM Distributing | Chief Executive Officer | — | Ran leading distributor of high performance lubricants/fuels; operational leadership |
| Air Products | CTO; VP Global Packaged Gases; VP Corporate Development; VP Chemicals Asia | — | Strategy, R&D/innovation, global supply chain leadership, geographic expansions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stein Fibers | Director | — | Board service |
| Crete Mechanical | Director | — | Board service (private mechanical services) |
| The Conference Board – Council for Economic Development | CEO/Trustee | — | Leadership/council role |
| Princeton University Chemical Engineering Advisory Council | Member | — | Technical/academic advisory |
| SWM International | Executive Board Member (former) | — | Executive-level governance |
| JAM Distributing | Executive Board Member (former) | — | Executive-level governance |
| Sayre Child Care | Director (former) | — | Non-profit board |
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $100,000 | Non-employee director base retainer |
| Governance Committee Chair Fee | $10,000 | Supplemental annual cash retainer for Governance Chair |
| Total Cash Fees | $110,000 | Fees earned or paid in cash (reported) |
| Equity Grant (RSUs) | $77,939 | Grant of 4,534 RSUs on May 9, 2024; vests at 2025 Annual Meeting; target policy $100,000 |
| Director Stock Ownership Guideline | 5x annual cash Board retainer | Five years to comply |
Performance Compensation
Myers ties executive and long-term incentives to objective performance; as Governance Chair and CMD member, Kramer oversees these designs and outcomes.
- Annual Incentive Plan (AIP) – 2024: 100% based on adjusted EBITDA; actual fell below threshold after including incentive expense, leading to 0% payout .
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | $119.6 | $149.6 | $209.5 | $122.4 | 0.0% |
- Long-Term Incentives (PSUs) – Design shift in 2024 to cumulative adjusted EPS with rTSR modifier; prior cycles used cumulative adjusted EBITDA with rTSR modifier . For the 2022–2024 PSU cycle, cumulative adjusted EBITDA achieved $328.7M vs $343.0M target, initial payout 76.2%, reduced to 57.2% after rTSR fell below 25th percentile .
| Cycle | Metric | Threshold | Target | Max | Actual | rTSR Percentile | rTSR Adjustment | Final Payout |
|---|---|---|---|---|---|---|---|---|
| 2022–2024 | Cumulative Adjusted EBITDA ($M) | 313.0 | 343.0 | 403.0 | 328.7 | 16.1% | -25% | 57.2% |
- 2024 LTI Grants: PSUs target values granted May 9, 2024 under 2024–2026 plan; payout subject to three-year cumulative adjusted EPS and rTSR modifier; RSUs vest ratably over three years .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 22,328 | Includes 11,500 shared voting/disposition with spouse; plus 4,534 director RSUs granted May 9, 2024 |
| Deferred Director Share Units | 8,133 | Will convert to common stock upon lapse of deferral |
| % of Shares Outstanding | <1% | Company had ~37.3M shares outstanding as of March 6, 2025 |
| Anti-Hedging/Pledging Policy | Prohibited | Applies to directors and officers |
| Ownership Guidelines | Director: 5x cash retainer | Five-year compliance window |
Vesting schedules:
- Director RSUs: annual grants vest at the next Annual Meeting; directors may elect deferral into stock units payable upon board exit .
- PSUs/RSUs for executives: PSUs vest at end of 3 years subject to performance; RSUs vest ratably over three years .
Employment Terms
- Independence status: Independent director; not an employee/NEO of the company .
- Indemnification: Company indemnifies directors to fullest extent; D&O insurance in effect .
- Clawback Policy: Applies to “erroneously awarded” incentive compensation for current/former executive officers; board-level oversight .
- Senior Officer Severance Plan: Applies to designated senior officers/NEOs, not non-employee directors; terms include specified salary/bonus multiples and double-trigger change-in-control protections for executives .
Board Governance
- Board service history: Director since 2021; committee roles—Governance Committee Chair; CMD Committee member; independent Board Chair (Liebau) structure with executive sessions .
- Attendance: 6 Board meetings and 17 committee meetings in 2024; all directors attended at least 75% of meetings; all attended 2024 Annual Meeting .
- Committee independence: 100% independent committees; Audit financial experts designated .
- Say-on-Pay: 99% support in 2024; continued pay-for-performance emphasis .
Compensation Committee Analysis
- CMD Committee members: Chair Ronald De Feo; members Jeffrey Kramer, F. Jack Liebau, Jr., Bruce M. Lisman; all independent .
- Independent advisor: Semler Brossy, no conflicts, sole compensation from CMD engagement .
- Peer group governance: Adjusted in 2024/2025 (removed Mativ/Chart, added Columbus McKinnon and Douglas Dynamics) for benchmarking relevance; targets generally around market median with discretion .
Performance & Track Record Signals
| Measure | 2023 | 2024 |
|---|---|---|
| Net Sales ($M) | $813.1 | $836.3 |
| Adjusted EBITDA ($M) | $98.0 | $122.2 |
| Cash From Operations ($M) | $86.2 | $79.3 |
| Free Cash Flow ($M) | $63.3 | $54.9 |
| Company TSR (Value of $100) | 132.11 | 77.41 |
Notes:
- 2024 AIP paid zero due to below-threshold adjusted EBITDA after incentive expense; LTI PSU cycle (2022–2024) paid at 57.2% due to rTSR underperformance, indicating disciplined pay-for-performance alignment .
- Anti-hedging/pledging and 5x director ownership guideline reinforce alignment; director open-market purchases by six directors cited as confidence signal during CEO transition (qualitative) .
Director Compensation Details (2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $110,000 | Includes Governance Chair supplement |
| Stock Awards (Grant-Date Fair Value) | $77,939 | 4,534 RSUs granted May 9, 2024 |
| Total | $187,939 | Reported total |
Risk Indicators & Red Flags
- Governance quality: Independent chair, 100% independent committees, stock ownership guidelines, anti-hedging/pledging; ISS top grade in governance last year .
- Legal proceedings: None material involving directors/executives in last 10 years; one case described relates to a different company’s COVID-era bankruptcy (Libbey) and is disclosed for director Foley; no issues noted for Kramer .
- Related party transactions: None in 2024 .
Investment Implications
- Alignment: Kramer’s dual roles (Governance Chair + CMD member) position him as a key steward of pay-for-performance—evidenced by zero AIP payout in 2024 and PSU down-modification on rTSR—reducing compensation-driven selling pressure and signaling discipline if performance lags .
- Ownership/pledging: Beneficial ownership is modest (<1%) with anti-hedging/pledging policy and annual director RSUs vesting at the next meeting; deferral mechanisms could smooth selling into board departure, limiting near-term insider supply .
- Retention/Severance economics: Executive severance/change-in-control terms under Senior Officer Severance Plan remain bounded and double-trigger for acceleration; as a non-employee director, Kramer’s incentives are governance- and equity-aligned rather than severance-driven, reducing idiosyncratic retention risk .
- Trading signals: Strong 2024 Say-on-Pay support (99%) and committee independence, coupled with tightened performance metrics (shift to adjusted EPS + rTSR for LTI), suggest ongoing discipline—watch for rTSR trajectory relative to S&P 600 Materials/Industrials cohorts to anticipate PSU payout variance and management behavior .