Robert McLean
EnproAbout Robert McLean
Robert S. McLean is Executive Vice President, Chief Administrative Officer and General Counsel of Enpro (NPO). He has served as General Counsel since May 2012 and as EVP since July 2017; age 60 per the FY2024 10-K executive roster . Company performance in 2024 included adjusted EBITDA of $258.8M and net income of $72.9M, with cumulative TSR value of $273.49 for the five-year period ending 2024; reported sales decreased ~1% amid semiconductor softness offset by Sealing Technologies strength . Shareholders supported pay practices with 94.6% “for” on 2024 say‑on‑pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enpro | Vice President, Legal and Assistant Secretary | 2010–2012 | Built internal legal capacity prior to promotion to General Counsel |
| Robinson Bradshaw & Hinson (Charlotte) | Partner; Chair, Corporate Practice Group | Joined 1995; end date not disclosed | Led corporate practice; M&A and governance advisory |
| King & Spalding (Atlanta) | Attorney | Not disclosed | Corporate legal experience |
| Smith, Helms, Mullis & Moore (Charlotte) | Attorney | Not disclosed | Corporate legal experience |
| Carolina Freight Corporation | Assistant General Counsel and Secretary | Not disclosed | Corporate secretaryship and legal leadership |
External Roles
- None disclosed in SEC filings (no public company directorships for McLean) .
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $455,657 | $477,732 | $497,692 |
| Stock Awards (RSUs/PSAs grant-date fair value) | $622,741 | $529,549 | $614,244 |
| Stock Options (grant-date fair value) | $224,692 | $193,608 | $212,618 |
| Non-Equity Incentive (Annual Bonus) | $515,075 | $391,262 | $386,109 |
| All Other Compensation | $93,200 | $90,657 | $95,135 |
| Total Compensation | $1,911,364 | $1,682,807 | $1,805,798 |
Bonus mechanics (2024):
| Item | Value |
|---|---|
| Target bonus (% of salary) | 60% |
| Actual payout (% of salary) | 77.6% |
| Actual bonus ($) | $386,109 |
Performance Compensation
Annual performance plan (2024):
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | $245.7 | $277.6 | $309.5 | $258.8 | 35.3% |
| Cash Flow ROIC (%) | 50% | 24.8% | 27.6% | 30.4% | 30.0% | 93.9% |
| Total Plan Payout (% of target) | — | — | — | — | — | 129.3% |
Long-term PSAs (2022–2024 cycle):
| Metric | rTSR Percentile | Payout vs Target | McLean Payout ($) |
|---|---|---|---|
| rTSR vs S&P SmallCap 600 Capital Goods | 74.2% | 150% | $578,343 |
2024 long-term equity awards (grant mix and terms):
| Award Type | Grant Count (McLean) | Vesting | Performance/Index | Notes |
|---|---|---|---|---|
| PSAs (30% LTI) | 1,354 units | End of 3-year period, service-based; prorated on certain terminations | rTSR vs S&P SmallCap 600 Capital Goods | Payout 0–200%; capped at 100% if negative TSR |
| Stock Options (30% LTI) | 3,181 options | 1/3 annually over 3 years | — | Exercise price $156.20 on 2/27/2024; 10-year term |
| RSUs (40% LTI) | 1,806 units | 1/3 annually over 3 years | — | Dividend equivalents paid at vest |
2024 realized equity:
| Item | Quantity | Value |
|---|---|---|
| Shares/Units vested | 6,515 | $1,130,914 |
| Options exercised | 0 | $0 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Category | Detail | Value |
|---|---|---|
| Beneficial shares | Shares owned (as of 3/3/2025) | 60,216; <1% of class |
| Ownership guidelines | NEO requirement | 3.0x base salary; five-year compliance window; status check Feb 2025 indicates tenured NEOs complied |
| Hedging/Pledging | Policy | Prohibited for executives/directors |
Outstanding equity (as of 12/31/2024):
| Type | Count | Value ($) | Terms |
|---|---|---|---|
| Options exercisable | 11,190 | — | Exercise prices/expirations disclosed |
| Options unexercisable | 1,921 (2012 grant) | — | Vesting continued per schedule |
| Options unexercisable | 2,862 (2013 grant) | — | Vesting continued per schedule |
| Options unexercisable | 3,181 (2024 grant) | — | Vests 2025–2027; $156.20 exercise price |
| RSUs unvested | 942 | $162,447 | Vested 2/15/2025 |
| RSUs unvested | 1,546 | $266,608 | Vests 2/16/2025 & 2/16/2026 |
| RSUs unvested | 1,806 | $311,445 | Vests 2/15/2025–2/15/2027 |
| PSAs unearned (2023–2025) | 3,474 (max) | $599,091 (max) | Vests 12/31/2025 |
| PSAs unearned (2024–2026) | 2,708 (max) | $466,995 (max) | Vests 12/31/2026 |
Insider selling pressure signals:
- Near-term RSU vesting events in February 2025–2027 and options becoming exercisable in 2025–2027 could create supply; PSAs for 2023–2025 and 2024–2026 cycles settle based on rTSR with potential share delivery under the 2024+ design .
Employment Terms
Key agreements and economics:
- No individual employment agreements for executive officers (committee practice) .
- Severance (no change-in-control): 12 months salary continuation for NEOs; pro rata AIP and PSAs; retirement-age treatment extends RSU/option vesting; McLean estimated payout if terminated 12/31/2024: $502,148 salary, $15,099 benefits, $277,530 PSAs (target), $713,426 RSUs, $1,372,357 options, $6,750 outplacement; total $2,887,310 .
- Change-in-control (double trigger): two-year continuation period; cash severance covers 2x salary and structured bonus components; benefits gross-up limited to income/payroll taxes for COBRA-equivalent premiums; equity vesting follows plan provisions (at least target or actual to last fiscal quarter pre‑CIC); McLean estimated payout if CIC+termination on 12/31/2024: $1,776,514 salary/annual comp continuation, $629,391 existing PSAs, $729,464 foregone PSAs, $740,500 RSUs, $1,373,392 options, $30,199 benefits; total $5,279,459 .
- Clawbacks: Two policies (legacy misconduct-based and Dodd‑Frank compliant starting Oct 2, 2023); Jan 24, 2025 cash flow statement recast triggered review with conclusion of no recovery required for AIP/PSAs .
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid at 129.3% of target on EBITDA/CF ROIC metrics, while long-term PSAs rewarded rTSR at the 74th percentile, indicating robust linkage to shareholder outcomes .
- Equity-heavy mix and ownership rules: Significant equity awards (options/RSUs/PSAs) plus 3x salary ownership guidelines and anti-hedging/anti-pledging policies align executive incentives with TSR and reduce misalignment risk .
- Retention risk: Double-trigger CIC protection and 12-month severance reduce transition risk; upcoming RSU/option vesting through 2027 suggests retention hooks and potential periodic selling pressure near vest dates .
- Governance risk mitigation: Dodd-Frank clawback adoption and the 2025 restatement review with no required recovery support compensation governance; strong say-on-pay support (94.6%) reduces pay-related overhang .
- Compensation benchmarking: Committee uses an industrial capital goods peer set and rTSR against the S&P SmallCap 600 Capital Goods group, tempering pay inflation and focusing on relative performance .
Appendix: Additional References
- Executive biography and age: FY2024 10-K executive roster .
- Secretary role note: McLean served as Secretary until Nov 5, 2024 (footnote) .
- Company performance commentary: Segment trends, strategic highlights, and shareholder engagement .