Gabriela Garcia
Quanex Building ProductsAbout Gabriela Garcia
Kimberley N. (“Kim”) Garcia is Vice President—Chief Human Resources Officer (CHRO) at Quanex Building Products (NX), appointed effective November 1, 2021; age 46 as of the FY2024 proxy. She holds a B.A. from Rice University, an MBA from the University of Houston, and a Doctor of Education from Creighton University . NX’s pay-for-performance framework ties annual incentives to revenue, adjusted EBITDA, EBITDA margin, and working capital, with long-term incentives based on RONA and absolute TSR; FY2024 saw record Adjusted EBITDA and three-year absolute TSR of 48.3%, which informed incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanex Building Products | Vice President—Human Resources; then Vice President—Chief Human Resources Officer | 2020–2021; effective 11/1/2021 | Partnered with leadership on talent management, change management, engagement, HR policy interpretation |
| Memorial Hermann Health System | Vice President, Human Resources; Director, Human Resources | 2017–2020; 2015–2017 | Led HR partnering across hospital/corporate leadership; drove talent, engagement, and change management at largest not-for-profit health system in SE Texas |
| Direct Energy | Director, Human Resources | 2014–2015 | HR leadership for an energy company during operational transitions |
| Air Liquide America | Sr. Director, U.S. Human Resources | 2010–2014 | Senior HR leadership for industrial gases; U.S. talent and organizational development |
| Various prior roles | HR roles of increasing responsibility | Pre-2010 | Progressively senior HR responsibilities across organizations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed for Ms. Garcia in NX’s proxies |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $295,000 | $340,000 | $380,000 |
| Target Bonus (% of Salary) | 50% | 55% | 60% |
| Non-Equity Incentive Paid ($) | $264,931 | $155,910 | $324,192 |
| Stock Awards (Grant-Date Fair Value, $) | $124,334 | $183,969 | $219,110 |
| All Other Compensation ($) | $20,918 | $22,620 | $25,991 |
| Total Compensation ($) | $705,183 | $702,499 | $949,293 |
Performance Compensation
Annual Incentive Award (AIA) – Design and Payout
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| AIA Metrics | Revenue, Adjusted EBITDA, Working Capital as % of Sales | Revenue (40%), Adjusted EBITDA (25%), Adjusted EBITDA Margin (25%), Working Capital as % of Sales (10%) | Revenue (20%), Adjusted EBITDA (35%), Adjusted EBITDA Margin (35%), Working Capital as % of Sales (10%) |
| Target Bonus (% of Salary) | 50% | 55% | 60% |
| AIA Achievement (% of Target) | 180% | 84% | 90% |
| Non-Equity Incentive Paid ($) | $264,931 | $155,910 | $324,192 |
AIA Results (Company Performance Measurement Basis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue | $1,221.5M | $1.13B | $1.1B (AIA measurement basis excluding Tyman) |
| Adjusted EBITDA | $152.5M | $161.2M | $145.2M (AIA measurement basis excluding Tyman) |
| Adjusted EBITDA Margin | N/A | 14.26% | 13.5% (AIA measurement basis excluding Tyman) |
| Working Capital as % of Sales | 12.3% | 11.93% | 11.50% |
Notes: NX excludes certain items in Adjusted EBITDA/Margin calculations (e.g., inventory step-ups, transaction fees, asset sales, impairments, restructuring) and adjusted for FX; FY2024 AIA and FY2022–2024 PS results excluded the late-year Tyman acquisition impact to preserve line-of-sight under original goals .
Long-Term Incentives (3-year cycles)
Design mix: Restricted Stock 30% (time-based, vests at 3 years); PRSUs 30% (absolute TSR, stock-settled; target requires ≥20% absolute TSR; threshold −20% TSR=50%; max ≥50% TSR=150%); Performance Shares 40% (RONA metric, cash-settled based on average share value pre-period end) .
| Award (FY2022 cycle, paid Dec 2024) | Granted (#) | Payout (% of Target) | Earned/Vested | Cash/Dividends ($) |
|---|---|---|---|---|
| PRSUs (Absolute TSR) | 2,800 | 147% | 4,116 shares vested | $4,281 dividends paid during performance period |
| Performance Shares (RONA) | 3,800 | 103% (Actual RONA 17.5% vs 17.4% target) | 3,914 shares-equivalent earned | $82,878 cash payout |
Equity Ownership & Alignment
| Item | As of FY2023 Record Date | As of FY2024 Record Date |
|---|---|---|
| Common Stock Owned of Record (shares) | 16,366 | 22,772 |
| RSUs/Phantom Stock listed | — | — |
| Exercisable Options (within 60 days) | — | — |
| Pledged Shares | None; company states no director/officer pledged shares | None; company states no director/officer pledged shares |
| Ownership as % of Outstanding | <1.0% | <1.0% |
- Stock ownership guidelines: VP-level must hold 1x base salary in stock; senior officers 2x; CEO 4x; all named executive officers are in compliance. Hedging and pledging are prohibited, as are margin accounts and derivatives on Company stock .
Employment Terms
| Provision | Details |
|---|---|
| Severance Policy Tier | Tier 2 Officer (Garcia) |
| Qualifying Termination (no Change in Control) | 1.5x base salary + 1.5x target annual bonus; pro-rata annual bonus based on actual company performance; 18 months continuation/reimbursement of health/welfare benefits |
| Termination Following Change in Control | 2.0x base salary + 2.0x target annual bonus (higher of termination or CIC date target); pro-rata target annual bonus; 18 months health/welfare benefits; payable in lump sum within 15 days |
| Double Trigger | CIC benefits require both a Change in Control and qualifying termination (double trigger) |
| Equity Treatment at CIC | Options fully exercisable; if awards not assumed, restricted stock restrictions removed; performance shares paid in cash at target, pro-rated; PRSUs vest in full with earned number tied to deal price TSR (awards since Dec 2020 generally require double trigger for equity benefits) |
| FY2024 Scenario Values (as of 10/31/2024) | Death/Disability: $1,257,575; Involuntary without Cause: $1,132,465; Change in Control: $1,362,859; Termination after CIC: $2,595,007 |
- Clawback: Robust recoupment policy for performance-based bonuses upon material restatement; SOX 304 clawback for CEO/CFO as applicable .
- Tax gross-ups: None for executive officers .
- Insider trading: Policy prohibits hedging, pledging, margin accounts, and derivatives on Company stock .
Compensation Structure Notes and Peer Benchmarking
- Long-term incentives emphasize performance: 70% of LTI is performance-based; plan targets market median; SVPs and above have LTI opportunities >2x short-term target .
- AIA metric evolution: Added EBITDA margin in FY2023 (weights 40/25/25/10); reweighted toward EBITDA/EBITDA margin in FY2024 (20/35/35/10); FY2025 design replaces working capital with run-rate synergy goals post-Tyman acquisition .
- FY2024 peer group used to set pay: AAON, American Woodmark, Apogee, Armstrong World, CIRCOR, CSW Industrials, Gibraltar Industries, Griffon, Insteel, L.B. Foster, Masonite, Mueller Water Products, etc. .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 92.0% at 2023 meeting; 94.4% at 2024 meeting, indicating strong shareholder support for compensation program .
Investment Implications
- Alignment: Garcia’s pay mix and ownership guidelines create alignment with shareholders; AIA/PRSUs/PSAs tie compensation to revenue, EBITDA, margin, working capital, TSR, and returns, with rigorous targets (e.g., TSR must be ≥20% for PRSU target) .
- Vesting and potential selling pressure: Three-year cliff vesting on restricted stock and PRSUs can create event-driven liquidity around annual December vest dates; FY2022 cycle vested in Dec 2024 with PRSUs at 147% of target and performance shares at 103%, indicating strong realizable outcomes .
- Retention risk: Tier 2 severance (up to 2x base+bonus on double-trigger CIC) and robust LTI opportunities reduce near-term retention risk and focus management on long-term performance; hedging/pledging prohibitions strengthen alignment and mitigate governance red flags .
- Execution signals: Compensation committee adjustments post-Tyman (e.g., synergy goals in AIA; EPS added to PS design for FY2025 with RONA as modifier) suggest a focus on integration, profitability, and growth—key levers for sustained value creation that will influence incentive payouts and insider behavior .