Celeste Frugé
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at NPK International
Executive
About Celeste Frugé
M. Celeste Frugé, age 52, serves as Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at NPK International Inc. (NPKI) and has been with the company since 2008, progressing through senior legal roles before her promotion to her current position in May 2023 . She holds an undergraduate degree from Loyola University and a J.D. from Loyola University New Orleans College of Law, and previously practiced corporate, securities/M&A law at Winstead, PC and Stibbs & Burbach, PC in The Woodlands, Texas . Executive incentives are linked to consolidated EBITDA, RONCE, operational efficiency, ESG/safety, and strategic goals, with long‑term awards tied to relative TSR and three‑year RONCE; in 2024 consolidated EBITDA was $100.0 million vs a $124.0 million target and RONCE was 11.2% vs 14.4%, resulting in an 83% of target ACIP payout for Frugé . NPKI reported a divestiture of Fluids Systems in 2024 (with associated charges) and emphasizes pay‑for‑performance alignment through these metrics and TSR‑indexed long‑term awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NPK International Inc. | Senior Corporate Counsel | Apr 2008–Jan 2011 | Entry into corporate legal leadership, supporting corporate governance and transactions . |
| NPK International Inc. | Associate General Counsel | Jan 2011–Feb 2020 | Expanded legal responsibilities across corporate/securities, supporting compliance and M&A . |
| NPK International Inc. | Deputy General Counsel & Assistant Corporate Secretary | Feb 2020–May 2023 | Increased scope including corporate secretary functions and compliance oversight . |
| NPK International Inc. | Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary | May 2023–Present | Executive oversight of legal, compliance and corporate secretary; signatory for SEC filings . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Winstead, PC | Attorney (Corporate, Securities/M&A) | Not disclosed | Transactional expertise supporting corporate/securities work prior to joining NPKI . |
| Stibbs & Burbach, PC (The Woodlands, TX) | Attorney | Not disclosed | Local corporate practice experience enhancing legal breadth . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $311,367 | $339,900 |
| Target Bonus (% of salary) | 70% (unchanged year‑over‑year) | 70% |
| ACIP Actual Payout ($) | $206,568 | $197,394 |
| Stock Awards (Grant‑date FV, $) | $201,588 | $224,433 |
| Performance‑Based Cash Awards ($) | $— | $— |
| All Other Compensation ($) | $26,299 | $34,931 |
Performance Compensation
Annual Cash Incentive Plan (ACIP) – Design and 2024 Outcomes (Corporate Program)
| Metric | Weighting | Target | Actual | Performance vs Target | Payout Contribution |
|---|---|---|---|---|---|
| Consolidated EBITDA | 50% | $124.0m | $100.0m | 71% | 36% |
| Consolidated RONCE | 15% | 14.4% | 11.2% | 76% | 11% |
| Operational Efficiency | 10% | ($23.5m) | ($23.8m) | 93% | 9% |
| ESG Goals (aggregate) | 5% | NA | NA | 100% | 5% |
| Safety: TRIR | 2.5% | 0.43 | 0.38 | 156% | 4% |
| Safety: TVIR | 2.5% | 0.75 | 0.78 | 80% | 2% |
| Strategic Goals | 15% | NA | NA | 105% | 16% |
| Total | 100% | 83% of target payout (Frugé) |
Notes:
- Corporate officers’ ACIP metrics for 2024 were consolidated EBITDA, consolidated RONCE, operational efficiency, ESG/safety (TRIR, TVIR), and strategic goals; Frugé participated in the corporate program .
- ACIP thresholds/targets were set off Board‑approved budget and not adjusted during the year .
Long‑Term Incentives (LTI) – Structure
| Instrument | Weighting | Performance Metric | Vesting/Key Dates | Notes |
|---|---|---|---|---|
| Performance‑based Cash | 50% (NEOs excluding Mr. White) | 70% Relative TSR; 30% RONCE (3‑year) | 3‑year performance period; payout per plan | Aligns to shareholder returns and capital efficiency . |
| Time‑based RSUs | 50% (NEOs excluding Mr. White) | NA | RSUs scheduled to vest June 1, 2025; 44,348 units for Frugé | Time‑based retention and alignment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 259,874 |
| Ownership as % of Shares Outstanding | Less than 1% (SO: 86,554,486) |
| Options (shares) | 19,143 shares issuable upon exercise (within 60‑day window for table determination) |
| RSUs – Scheduled Vesting | 44,348 RSUs vesting June 1, 2025 |
| Shares Pledged as Collateral | None; table notes none pledged and pledging prohibited by policy |
| Stock Ownership Guidelines (Officer) | General Counsel: 3x salary requirement; unvested time‑based RSUs count; options do not count |
| Compliance Status | All executive officers, including Frugé, were in compliance as of March 24, 2025 |
| Hedging/Pledging Policy | Hedging, short‑term trading, short sales, derivative transactions, margin purchases, and pledging prohibited for directors, officers, employees, family members, and controlled entities |
Insider Selling Pressure Indicator: RSUs of 44,348 scheduled to vest on June 1, 2025 represent a potential supply event depending on post‑vesting disposition patterns; pledging and hedging are prohibited, and no shares are pledged, mitigating forced‑sale risk .
Employment Terms
- Role and Tenure: Joined NPK in April 2008; promoted to VP, General Counsel, Chief Compliance Officer & Corporate Secretary in May 2023; age 52 .
- Employment Agreements: No fixed‑term employment agreements; program prohibits single‑trigger CIC payments .
- Change‑in‑Control (CIC) Plan: Double‑trigger required (qualifying termination in connection with CIC); cash severance equals two times base salary plus target bonus; pro‑rata annual bonus at target; full vesting of incentive awards (performance awards at target, with 2024 performance cash at greater of target or actual); medical coverage (24 months); outplacement up to $25,000 .
- Clawback: NYSE Rule 10D‑1 compliant clawback covering incentive compensation for current/former executive officers; committee may recoup from broader senior leaders in case of misconduct related to restatement .
- Insider Trading Policy: Robust policy governing transactions by covered persons; designed for compliance with law and NYSE standards .
Potential Payments upon Termination (as of 12/31/24)
| Scenario | Cash Severance | Pro‑Rata Annual Incentive | Performance‑Based Cash Awards | Time‑Based RSUs | Outplacement | Health & Welfare | Disability Benefits per Year | Life Insurance Proceeds | Total |
|---|---|---|---|---|---|---|---|---|---|
| Good Reason / Without Cause | $583,440 | $240,240 | $109,313 | $197,287 | $25,000 | $35,433 | $— | $— | $1,190,713 |
| CIC + Good Reason/Without Cause | $1,166,880 | $240,240 | $420,750 | $622,067 | $25,000 | $47,244 | $— | $— | $2,522,181 |
| Disability | $205,920 | $240,240 | $420,750 | $622,067 | $— | $— | $120,000 | $— | $1,608,977 |
| Death | $— | $240,240 | $420,750 | $622,067 | $— | $— | $— | $500,000 | $1,783,057 |
Performance & Track Record
- Strategic execution: The annual incentives included strategic goals related to the successful divestiture of the Fluids Systems segment, rebranding, diversification, growth execution, and operational/manufacturing efficiency; strategic goals scored at 105% for corporate participants in 2024 .
- 2024 operating metrics: Corporate 2024 results used for incentives were EBITDA $100.0m vs $124.0m target (71% performance), RONCE 11.2% vs 14.4% target (76%), operational efficiency near target (93%); aggregate payout contribution equaled 83% of target for corporate officers including Frugé .
- Transaction impacts: In Q3 2024, NPKI recognized an estimated pre‑tax loss of $195.7 million on the sale of Fluids Systems, including a $59.5 million non‑cash reclassification of cumulative foreign currency translation losses .
- Long‑term alignment: LTI emphasizes relative TSR and multi‑year RONCE (70%/30%), linking executive pay to shareholder returns and capital discipline .
Governance, Peer Benchmarking, and Shareholder Feedback
- Ownership and governance practices: Officer ownership guidelines (GC 3x salary) with all executives in compliance as of March 24, 2025; unvested RSUs count toward compliance; options do not; hedging/pledging prohibited .
- Compensation governance: Independent compensation consultant (Zayla Partners, LLC); pay targeted near market median with variable pay contingent on performance; no excise tax gross‑ups; no repricing of options/SARs without shareholder approval; no single‑trigger CIC payments .
- Say‑on‑Pay: 91% approval at the 2024 Annual Meeting, with continued investor engagement .
Investment Implications
- Alignment and retention: Frugé’s pay mix includes significant variable components tied to EBITDA, RONCE, ESG/safety, and strategic goals, plus TSR‑ and RONCE‑linked long‑term incentives, supporting pay‑for‑performance and retention through time‑based RSUs and multi‑year metrics .
- Ownership signal: Beneficial ownership of 259,874 shares and compliance with 3x salary guidelines show baseline alignment; the proxy indicates less than 1% ownership, typical for non‑CEO executives and mitigated by equity‑linked compensation .
- Selling pressure watch: 44,348 RSUs vest on June 1, 2025, presenting a potential supply event; pledging and hedging are prohibited and none of her shares are pledged, reducing forced‑sale risk .
- Downside protection and change‑of‑control: Double‑trigger CIC with 2x salary+target bonus, pro‑rata bonus, and full acceleration of incentive awards provides standard protection without shareholder‑unfriendly single‑trigger or excise tax gross‑ups, lowering governance risk while potentially easing transition costs if leadership changes post‑transaction .
- Execution risk and performance momentum: 2024 EBITDA and RONCE underperformance vs targets resulted in reduced payout portions, highlighting sensitivity of cash incentives to operating results; continued emphasis on TSR/RONCE in LTI suggests future pay outcomes will hinge on sustained improvements in profitability and capital efficiency following the Fluids divestiture .