George Wilson
Quanex Building ProductsAbout George Wilson
George L. Wilson (age 56) is Chairman of the Board, President and Chief Executive Officer of Quanex Building Products Corporation (NX), serving as CEO since January 1, 2020; he holds an MBA from Indiana University, a BS in Accounting from the University of Akron, and completed HBS executive education on driving profitable growth . Under Wilson’s leadership in FY2024, Quanex completed the transformational acquisition of Tyman (Aug 1, 2024), delivered record Adjusted EBITDA (up 14.3% YoY) and a 20 bps increase in Adjusted EBITDA margin; three-year absolute TSR was 48.3% and FY2024 year-end share price was 8.2% higher YoY despite deal-related flowback . The FY2024 annual incentive (AIA) metrics were 20% Revenue, 35% Adjusted EBITDA, 35% Adjusted EBITDA Margin, and 10% Working Capital % of Sales; results (excluding Tyman impacts) produced a 90% of target AIA payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanex Building Products | Chairman, President & CEO | 2020–present | Led Tyman acquisition; focus on profitability, integration synergies, and record safety and adjusted EBITDA performance . |
| Quanex Building Products | VP — Chief Operating Officer | 2017–2019 | Enterprise operations leadership ahead of CEO transition . |
| Quanex – Insulating Glass Systems Division | President & General Manager | 2011–2017 | Ran IG Systems after integrating Edgetech I.G., driving division performance . |
| Edgetech I.G., Inc. (acquired by Quanex Mar 2011) | General Manager | 2011 | Managed business through post-acquisition consolidation into Quanex . |
| Lauren Manufacturing | VP of Operations | 2008–2010 | Led operations at polymer/rubber components manufacturer . |
| Lauren International (parent of Lauren Manufacturing) | VP of Human Resources | 2010–2011 | Executive HR leadership during portfolio operations . |
| Federal-Mogul (Tier-1 auto components) | Various roles with increasing responsibility | 1993–2008 | Multi-functional experience across HR, sales/marketing, accounting/finance, supply chain, international . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | The 2025 proxy biography does not disclose other public company directorships for Wilson . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 725,000 | 800,000 | 875,000 |
| Base salary policy / peer positioning | Targets market median (50th percentile) for base salary | Targets market median (50th percentile) for base salary | |
| CEO base salary progression ($) | — | 800,000 | 875,000 (+9%) |
Performance Compensation
Annual Incentive Plan (AIA) — Design and Outcomes (FY2024)
| Item | Detail |
|---|---|
| FY2024 Metrics & Weights | Revenue 20%; Adjusted EBITDA 35%; Adjusted EBITDA Margin 35%; Working Capital as % of Sales 10% . |
| CEO AIA Target (as % of salary) | Threshold 52.5%; Target 105%; Maximum 210% . |
| FY2024 Goal Ranges (after FX adjustments) | Revenue $1,128–$1,146mm target; EBITDA $157–$159mm target; EBITDA Margin 15.83%–16.61% target; WC% 12.28% target . |
| FY2024 Results (for AIA measurement, excl. Tyman) | Revenue $1.1bn; Adjusted EBITDA $145.2mm; EBITDA Margin 13.5%; WC% 11.50%; AIA achievement 90% of target . |
| CEO FY2024 AIA Payout Level | 90% of target; equals 94% of salary . |
Long-Term Incentive (LTI) — Structure (granted for FY2024 cycle)
| Component | Weight | Performance Metric / Structure | Performance Period |
|---|---|---|---|
| Performance Shares | 40% | Corporate RONA; earned 0–200%; settle in cash . | 3-year (FY2024–FY2026) . |
| Performance RSUs (PRSUs) | 30% | Absolute TSR (0–200%) . | 3-year (FY2024–FY2026) . |
| Time-based Restricted Stock | 30% | 3-year vesting schedule . | 3-year (service) . |
| CEO LTI Target Value | $2,600,000 | — | — |
FY2024 Grants (Dec 7, 2023)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| Restricted Stock | 12/7/2023 | 54,900 | 1,718,775 | Time-vest over 3 years per policy . |
| Performance Shares | 12/7/2023 | 38,900 (earned 0–200%) | — | Cash-settled; RONA metric . |
| PRSUs (TSR) | 12/7/2023 | — | — | Absolute TSR metric; 3-year . |
Cash Incentives Paid (AIA + Performance Share Payouts)
| Year | CEO AIA Paid ($) | CEO Performance Share Payout ($) | Total ($) |
|---|---|---|---|
| 2022 | 1,303,269 | 1,142,064 | 2,445,333 |
| 2023 | 667,153 | 1,880,880 | 2,548,033 |
| 2024 | 824,216 | 1,243,110 | 2,067,326 |
Summary Compensation (CEO)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 725,000 | 800,000 | 875,000 |
| Stock Awards ($) | 1,279,882 | 1,429,377 | 1,718,775 |
| Non-Equity Incentive Comp ($) | 2,445,333 | 2,548,033 | 2,067,326 |
| Change in Pension Value ($) | — | — | — |
| All Other Compensation ($) | 54,624 | 63,001 | 92,269 |
| Total Compensation ($) | 4,504,839 | 4,840,411 | 4,753,370 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (record) | 287,644 shares . |
| Options exercisable (within 60 days) | 31,500 shares . |
| Total beneficial (as presented) | 319,144 shares; less than 1% of outstanding . |
| Unvested equity at 10/31/2024 | 54,900; 64,500; 58,700 shares (market values $1,595,394; $1,874,370; $1,705,822) . |
| Stock options outstanding | 6,300 @ $20.28 exp. 12/3/2024; 14,400 @ $19.31 exp. 12/2/2025; 17,100 @ $19.45 exp. 11/30/2026 . |
| Ownership guidelines | CEO must hold 4x base salary; all NEOs in compliance . |
| Hedging/pledging | Company prohibits hedging/pledging; no director/officer has pledged shares . |
Insider selling pressure watch: multiple restricted-stock tranches vesting over three years and option expirations in 2025–2026 could influence trading activity windows, subject to 10b5-1/insider policies .
Employment Terms
- Severance/Change-in-Control: Company severance policy adopted February 27, 2020; change-in-control benefits require double trigger (CIC + termination) and there are no single-trigger cash payments or equity vesting .
- Clawback: Legacy financial restatement recoupment policy plus NYSE-compliant clawback adopted October 2023 (3-year lookback; applies to incentive-based compensation) .
- Say-on-Pay support: 94.4% approval at 2024 annual meeting; Committee responsive to investor feedback .
- Perquisites/Tax: Certain perqs (e.g., exec life insurance, financial/tax planning, auto allowances); no tax gross-ups for executive officers .
- Benefits/Pension: Executives receive 401(k) contributions, ESPP match; change in aggregate pension value for Wilson was a decrease of $133,998 in FY2024 (excluded from SCT) .
- Stock ownership/insider trading: Robust ownership rules and insider trading policy; hedging/pledging prohibited .
Board Governance (Wilson as Director/Chair)
- Role and tenure: Director since 2020; currently Chairman and CEO .
- Board independence: All directors other than Wilson are independent; Audit, Compensation & Management Development, and Nominating & Corporate Governance Committees comprise only independent directors .
- Lead Independent Director: Susan F. Davis; independent directors met in five executive sessions in FY2024 .
- Committees and attendance: Board met 11 times; Audit (4), Compensation (5), Nominating & Governance (3); all directors attended >75% of meetings .
- Executive Committee: Members include Davis, Stevens and Wilson; Wilson serves as Chair .
- Dual-role implications: Board affirms combined Chair/CEO structure with empowered Lead Director as optimal; mitigants include independent committees, frequent executive sessions, and annual CEO review .
Compensation Structure Analysis
- Pay-for-performance alignment: AIA uses balanced operating metrics (Revenue, Adjusted EBITDA, margin, WC%); LTI is 70% performance-based (RONA and absolute TSR), emphasizing profitability and capital returns .
- Goal rigor and adjustments: Excluded Tyman impact from FY2024 AIA and FY2022–2024 performance shares to preserve line-of-sight; resulted in lower bonuses (90% of target) than would have been achieved including acquisition .
- FY2025 changes: AIA adds 25% weighting to synergy run-rate achievement; LTI refocus adds EPS as weighted measure and uses RONA as a modifier, updating the peer group to reflect the combined company .
- Market positioning: Company targets 50th percentile (market median) across base, AIA, and LTI; uses an independent compensation consultant; ownership and clawback policies in place .
- Say-on-Pay: Strong 94.4% support signals shareholder acceptance of program design .
Compensation Peer Group (FY2024; selected names)
- Peer group used as a reference: AAON, American Woodmark, Apogee Enterprises, Armstrong World Industries, CSW Industrials, Gibraltar Industries, Griffon, Insteel Industries, L.B. Foster, Masonite, Mueller Water Products, among others (16 in total) .
- Target percentile: Market median (50th) for compensation .
Performance & Track Record Indicators
- Strategic execution: Closed Tyman acquisition; targeting $30mm synergies within two years post-close; pivoting to integration, operational excellence, cash flow, and deleveraging .
- Financial performance cues: FY2024 Adjusted EBITDA up 14.3% YoY; margin +20 bps; safety records achieved .
- Investor outcomes: Three-year absolute TSR of 48.3%; FY2024 year-end stock price +8.2% YoY despite temporary deal-flowback .
Equity Award Detail and Vesting/Expiration
| Instrument | Quantity | Price | Key Date(s) |
|---|---|---|---|
| Stock Options (exercisable) | 6,300 | $20.28 | Exp. 12/3/2024 |
| Stock Options (exercisable) | 14,400 | $19.31 | Exp. 12/2/2025 |
| Stock Options (exercisable) | 17,100 | $19.45 | Exp. 11/30/2026 |
| Unvested Restricted/PRSUs | 58,700 | — | Market value $1,705,822 at 10/31/2024 |
| Unvested Restricted/PRSUs | 64,500 | — | Market value $1,874,370 at 10/31/2024 |
| Unvested Restricted/PRSUs | 54,900 | — | Market value $1,595,394 at 10/31/2024 |
Time-based awards generally vest over three years; performance awards have three-year cycles with 0–200% earn-outs based on RONA (PS) and absolute TSR (PRSUs) .
Governance, Policies, and Red Flags Check
- Related-party transactions: None identified for FY2024; Board/Committee independence affirmed; Section 16(a) reports timely .
- Risk assessment: Compensation Committee found no program risks reasonably likely to have a material adverse effect .
- Hedging/pledging: Prohibited; no pledging by insiders disclosed .
- No single-trigger CIC: Confirmed in program “best practices” .
Investment Implications
- Alignment and incentives: High at-risk mix (AIA + performance-weighted LTI) anchored to profitability (RONA, EBITDA/margin) and absolute TSR supports shareholder alignment; strong ownership guidelines and clawbacks further align behavior .
- Event-driven catalysts and risks: FY2025 scorecard adds synergy execution (25% weight), making AIA more sensitive to integration success; delivery against $30mm synergy plan is a key lever for variable pay and near-term equity performance .
- Trading signals and supply: Material unvested equity and near-term option expirations (2025–2026) may create intermittent selling windows post-vesting/exercise, subject to policy and plans; monitor Form 4s for timing/size .
- Governance structure: Combined Chair/CEO role is mitigated by an empowered Lead Independent Director, independent committees, and frequent executive sessions; Say-on-Pay support (94.4%) suggests investor comfort with oversight and pay design .
- Pay-for-performance discipline: Excluding Tyman from FY2024 incentive calculations lowered payouts to 90% of target, evidencing Committee discipline in preserving goal rigor and avoiding windfalls from M&A timing .