Scott Zuehlke
Quanex Building ProductsAbout Scott Zuehlke
Scott M. Zuehlke, age 48, is Senior Vice President — Chief Financial Officer & Treasurer of Quanex (NX), appointed effective November 1, 2019 after serving as interim CFO from June–November 2019; previously VP Investor Relations & Treasurer (2016–2019) and earlier IR/finance roles at Halcón Resources, Geokinetics, Hercules Offshore, and Invesco; BBA (University of Texas) and MBA (University of Houston) . Company performance under the current executive team includes record Adjusted EBITDA in FY2024 and a 3-year absolute TSR of 48.3%; Adjusted EBITDA increased 14.3% YoY and Adjusted EBITDA margin rose 20 bps, with consolidated Adjusted EBITDA of $182.4mm (ex-Tyman AIA basis $145.2mm) and FY2024 net sales of $1,278.9mm .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanex | SVP – CFO & Treasurer | 2019–present | Led finance through transformational Tyman acquisition; focus on profitability, cash flow, debt paydown . |
| Quanex | VP – Investor Relations & Treasurer | 2016–2019 | Led capital markets engagement and treasury; interim CFO June–Nov 2019 . |
| Halcón Resources (now Battalion Oil) | VP Investor Relations | 2011–2016 | Primary investment community interface; public E&P IR leadership . |
| Geokinetics | Director, Investor Relations | 2010–2011 | IR for global geophysical services . |
| Hercules Offshore | Manager, Finance & Investor Relations | 2009–2010 | Supported finance and IR for offshore services . |
| Invesco | Equity Analyst & Market Data Associate | 1998–2009 | Sell-side/buy-side analytics and market data . |
External Roles
None disclosed in the proxy for Mr. Zuehlke (no public company directorships listed) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $403,000 | $455,000 | $490,000 |
| Target Bonus (% of Salary) | 65% | 65% | 65% |
| AIA Achieved (% of Salary) | 98.9% (derived from 2022 AIA + performance shares; see rows below) | 50.0% (AIA $227,558 / $455,000) | 58.4% (AIA $286,216 / $490,000) |
| AIA Cash Paid ($) | $398,341 | $227,558 | $286,216 |
| All Other Compensation ($) | $30,223 | $25,405 | $33,215 |
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (Restricted + PRSUs) — Grant Date Fair Value ($) | $368,494 | $356,757 | $422,685 |
| Performance Shares — Cash Paid ($) | $354,732 | $536,604 | $357,434 |
| Total Non-Equity Incentive Plan Compensation ($) | $753,073 | $764,162 | $643,650 |
Long-term incentive design (FY2024): 30% restricted stock (time-based), 30% PRSUs (Absolute TSR, 3-year), 40% performance shares (cash-settled, 3-year RONA) with CFO LTI target $638,000 .
2024 grants (12/7/2023):
- Restricted Stock: 7,200 shares (vest after 3 years)
- PRSUs: 6,300 units (Absolute TSR metric; threshold −20% → 50% of target; target 20% → 100%; max ≥50% → 150%)
- Performance Shares: 9,600 units (RONA metric; cash-settled over 3-year period; payout 0–200%)
| 2024 Performance Shares (grant 12/7/2023) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Estimated Future Payouts | $231,480 | $308,640 | $617,280 |
Most-recent completed cycle (Fiscal 2022 grant; performance period FY2022–FY2024):
- Performance Shares (RONA): target 17.4%, actual 17.5% → 103% payout; CFO earned 11,639 shares for $246,453 .
- PRSUs (Absolute TSR): Company absolute TSR 48.3% → 147% payout; CFO vested 12,348 shares; cash paid for accumulated dividends $12,842 .
| FY2022 Cycle Results (paid Dec 2024) | Granted (#) | Earned (#) | Cash Paid ($) |
|---|---|---|---|
| Performance Shares (RONA) — CFO | 11,300 | 11,639 | $246,453 |
| PRSUs (Absolute TSR) — CFO | 8,400 | 12,348 | $12,842 (dividends) |
Annual Incentive Award (AIA) scorecard FY2024: Revenue 20%; Adjusted EBITDA 35%; Adjusted EBITDA Margin 35%; Working Capital as % of Sales 10% (acquisition impacts excluded for measurement) . FY2024 AIA results: Revenue $1.1bn; Adjusted EBITDA $145.2mm (ex-Tyman for AIA); Adjusted EBITDA Margin 13.5%; Working Capital % Sales 11.5% → 90% of target; CFO payout 59% of salary ($286,216) .
Equity Ownership & Alignment
- Beneficial ownership (record date Jan 8, 2025): 74,297 shares; <1% of outstanding; no pledged shares .
- Unvested equity at 10/31/2024:
- Restricted Stock: 7,200 (2023 grant); 8,500 (2022); 8,500 (2021)
- PRSUs: 3-year performance units: 6,300 (2023); 7,600 (2022); 8,400 (2021)
- Market value of unvested RS + PRSUs at $29.06/share: $392,310 (2023 lot), $467,866 (2022), $491,114 (2021)
- Stock options: none outstanding for CFO .
- Stock ownership guidelines: SVP level = 2x base salary; all named executive officers in compliance; hedging/pledging prohibited and margin accounts disallowed .
| Ownership Snapshot (as of 10/31/2024) | Count | Market Value ($) |
|---|---|---|
| Unvested RS + PRSUs (2023 grant) | 13,500 | $392,310 |
| Unvested RS + PRSUs (2022 grant) | 16,100 | $467,866 |
| Unvested RS + PRSUs (2021 grant) | 16,900 | $491,114 |
| Common Stock Owned of Record | 74,297 | n/a |
Employment Terms
- Severance Policy (Tier 2 Officer: CFO):
- Qualifying termination without change in control: 1.5x base salary + 1.5x target annual bonus; pro‑rata annual bonus based on actual performance; 18 months health & welfare continuation/reimbursement .
- Double‑trigger change in control (CoC + termination): 2x base salary + 2x target annual bonus; pro‑rata target annual bonus; 18 months health & welfare continuation/reimbursement .
- Payments require signed release; subject to 280G cutback if necessary; compliance with restrictive covenants required .
- Equity treatment upon CoC:
- Options fully exercisable; restricted stock vests if not assumed/substituted; performance shares paid in cash at target pro‑rata; PRSUs vest in full with TSR determined by CoC price; awards since Dec 2020 generally require double‑trigger for equity vesting .
- Clawbacks: Board‑adopted policies allow recovery of incentive pay upon material restatements (judgment-based) and mandatory NYSE‑compliant 3‑year lookback clawback for any accounting restatement; Sarbanes‑Oxley §304 applies to CEO/CFO .
- Hedging/pledging: Prohibited; margin accounts disallowed .
- Say‑on‑Pay: 94.4% approval at 2024 annual meeting .
Performance & Track Record (Company-level indicators relevant to CFO oversight)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($mm) | $88.3 | $82.5 | $33.1 |
| Adjusted EBITDA ($mm) | $152.5 | $159.6 | $182.4 |
| Net Sales ($mm) | n/a | n/a | $1,278.9 |
| Adjusted EBITDA (ex‑Tyman, AIA basis) ($mm) | n/a | n/a | $145.2 |
| Adjusted EBITDA % (ex‑Tyman) | n/a | n/a | 13.5% |
| 3‑year Absolute TSR | n/a | n/a | 48.3% |
Strategic highlights FY2024: closed transformational Tyman acquisition; integration underway with $30mm synergy target in first 2 years; record Adjusted EBITDA despite macro headwinds; AIA and LTIP designs adjusted prospectively for combined company profile (e.g., FY2025 AIA adds synergy run‑rate metric; FY2025 PSA moves to EPS with RONA modifier) .
Compensation Structure Analysis
- Mix and leverage: 70% of LTI performance‑based (PRSUs/PSAs); AIA tied to earnings quality (Adjusted EBITDA + margin) and capital efficiency (Working Capital % Sales); market‑median targeting across elements .
- Metric rigor and adjustments: FY2024 acquisition impacts excluded for AIA and FY2022–2024 PSAs to preserve line‑of‑sight; resulted in AIA at 90% of target rather than above‑target .
- FY2025 changes: peer group updated for combined scale; AIA includes synergy run‑rate; PSA focus shifts to EPS with RONA as payout modifier, retaining Absolute TSR PRSUs for alignment with shareholders .
- Governance safeguards: robust clawbacks; no hedging/pledging; no single‑trigger CoC; no tax gross‑ups; dividends accrue but pay only on vesting (no dividends on unvested stock) .
Equity Ownership & Alignment (Policies)
- Executive stock ownership guidelines: CFO level = 2x base salary; all NEOs compliant .
- Prohibitions: hedging, pledging, margin accounts, derivatives trading prohibited; insider trading policy enforced .
- Deferred compensation: executives may elect deferrals; no company match; CFO had no aggregate balance or contributions in last fiscal year .
Investment Implications
- Alignment: High—multi‑year performance metrics (Absolute TSR, RONA; moving to EPS+RONA) and stock ownership guidelines, plus prohibition of hedging/pledging, support “skin‑in‑the‑game” .
- Retention: Moderate—Tier 2 severance (1.5x w/o CoC; 2x with double‑trigger CoC) plus 3‑year vesting and performance cycles; equity accelerates at target/pro‑rata under CoC, balancing retention and shareholder protections .
- Pay‑for‑performance: Evidenced by AIA at 90% of target amid acquisition-related exclusions, and PSAs/PRSUs payouts matching realized performance (RONA 103% payout; TSR 147% payout) .
- Execution risk: Integration and synergy delivery are now embedded in AIA (FY2025), creating clearer line‑of‑sight; company delivered record Adjusted EBITDA in FY2024, but net income was lower due to transaction and accounting impacts, underscoring the importance of cash flow and deleveraging focus .