Carlos Quinones
OrionAbout Carlos Quinones
Senior Vice President, Global Operations at Orion S.A. (OEC). Age 60; joined Orion in 2019 and has served as SVP Global Operations since June 2019. Education: B.S. Mechanical Engineering, Texas A&M University. Prior roles include leadership positions at Air Products, Praxair, Dow Chemical, Rohm and Haas, and Arco Chemical .
2024 performance context for alignment: Net revenue $1,878M; Adjusted EBITDA $302M; Net income $44.2M, with management citing a fraud incident as the main driver of the YoY earnings decline . Over 2022–2024, Orion delivered three consecutive years with Adjusted EBITDA above $300M (2022: $312.3M; 2023: $332.3M; 2024: $302.2M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air Products | Industrial Gases Operations Leader | 2015–2019 | Led operations in industrial gases; relevant to Orion’s global manufacturing footprint |
| Praxair | Vice President, U.S. Hydrogen Operations & Engineering | 2010–2015 | Oversaw hydrogen ops/engineering; scale operations leadership |
| Dow Chemical; Rohm and Haas; Arco Chemical | Various management roles | 1988–2010 | Broad chemicals operating experience across multiple blue-chip firms |
External Roles
No public company board roles or external directorships disclosed for Mr. Quinones in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 358,975 | 380,512 | 399,861 |
Notes: Employment status is at-will .
Performance Compensation
Short-Term Incentive (STI)
- Structure (2024): Target 60% of base salary; payout framework tied to Adjusted EBITDA (65%), Safety (5%), Sustainability (5%), and Key Strategic Projects (25%); payout curve 0–200% of target, linear interpolation between threshold/target/max .
- Actual (2024): STI paid $195,292, equal to 48.84% of 2024 base salary .
| STI Design (2024) | Weighting | Target (Quinones) | Actual (2024) | Payout Notes |
|---|---|---|---|---|
| Adjusted EBITDA | 65% | 60% of base salary target | — | Company-level metric; linear interpolation |
| Safety | 5% | Included | — | Company-level metric |
| Sustainability | 5% | Included | — | Company-level metric |
| Key Strategic Projects | 25% | Included | — | Company-level metric |
| STI payout | — | — | $195,292 (48.84% of base) | Committee-adjusted outcomes reflected in payout |
Long-Term Incentive (LTI)
- Plan architecture: 70% PSUs; 30% RSUs. PSUs vest after a 3-year performance period based on rTSR (50%), ROCE (25%), Sustainability (12.5%), and Employee Engagement (12.5%); RSUs vest 1/3 annually over 3 years; no single-trigger change-in-control vesting .
- 2024 LTI target for Quinones: 0.75× base salary = $299,896 at grant; 9,198 PSUs and 3,942 RSUs granted on July 5, 2024 .
- 2023 LTI: 17,820 PSUs and 1,697 RSUs outstanding as of 12/31/2024 .
| LTI Component | Metric | Weight | 2024 Target Units/Value | Vesting |
|---|---|---|---|---|
| PSUs (2024 grant) | rTSR (vs S&P Small-Cap 600 & S&P 600 Chem), ROCE, Sustainability, Employee Engagement | 70% total; sub-weights 50%/25%/12.5%/12.5% | 9,198 PSUs ($132,741 grant-date fair value) | Cliff at end of 3-year period (2024–2026), performance-based |
| RSUs (2024 grant) | Time-based | 30% | 3,942 RSUs ($83,019 grant-date fair value) | 1/3 on Jan 1, 2025; Jan 1, 2026; Jan 1, 2027 |
| 2023 awards (as of 12/31/2024) | — | — | 17,820 PSUs; 1,697 RSUs outstanding | 2023 PSUs perf. period 2023–2025; 2023 RSUs vest 1/3 each Jan 1, 2024/2025/2026 |
2022 PSU outcome (for context): Earned at 101.55% of target, reflecting rTSR 75.46% payout, ROCE 66.00%, Sustainability 200%, Employee Engagement 172.57% .
2024 Equity Vesting and Realized Value
| 2024 | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| RSUs + 2022 PSUs (collective) | 12,670 total (5,904 RSUs; 6,766 PSUs) | $201,480; includes $106,835 from 2022 PSUs |
Equity Ownership & Alignment
- Beneficial ownership: 75,377 common shares (<1% of outstanding); executive officer totals include RSUs vesting on or before June 23, 2025; RSUs exclude vested-but-unconverted units .
- Outstanding equity (12/31/2024): 2024 RSUs 2,628 ($41,496), 2024 PSUs 9,198 ($145,236); 2023 RSUs 1,697 ($26,796), 2023 PSUs 17,820 ($281,378). Values at $15.79 closing price (12/31/2024) .
- Ownership policy: Stock ownership guidelines for executives—CEO 5× salary, CFO 3×, other executive officers 2× salary .
- Hedging/pledging: Company policies prohibit hedging, short sales, and pledging by directors and employees .
- Options: Company does not currently use stock options in the program .
| Equity Detail | Amount/Policy | Notes |
|---|---|---|
| Beneficially owned shares | 75,377 | <1% of shares; includes near-term vesting units |
| 2024 RSUs outstanding | 2,628 | $41,496 at $15.79 (12/31/2024) |
| 2024 PSUs outstanding | 9,198 | $145,236 at $15.79 (12/31/2024) |
| 2023 RSUs outstanding | 1,697 | $26,796 at $15.79 (12/31/2024) |
| 2023 PSUs outstanding | 17,820 | $281,378 at $15.79 (12/31/2024) |
| Ownership guidelines | 2× base salary for SVP-level execs | Policy detail |
| Hedging/Pledging | Prohibited | Policy detail |
Vesting calendar indicators (potential selling pressure windows): 2023 RSUs vest 1/3 on Jan 1, 2025 and Jan 1, 2026; 2024 RSUs vest 1/3 on Jan 1, 2025, Jan 1, 2026, Jan 1, 2027 .
Employment Terms
- Employment status: At-will; restrictive covenant limiting competition and solicitation during employment and for one year thereafter .
- Severance: No contractual cash severance for Quinones. Potential benefits upon certain terminations are limited to prorated PSU acceleration; as of 12/31/2024, estimated value $332,821 upon involuntary termination without cause or resignation for good reason (no CIC), and upon death or disability; no RSU acceleration shown; estimates based on $15.79 per share .
- Change-in-control (CIC): No single-trigger vesting. PSUs generally remain eligible to vest based on actual performance through CIC; double-trigger acceleration applies if terminated without cause or for good reason within one year following a CIC. RSU treatment at Compensation Committee discretion .
- Clawback: Incentive compensation (cash/equity) subject to recovery for material financial restatements, restrictive covenant violations, or misconduct leading to for-cause termination; policy aligned with NYSE Rule 10D .
- Tax gross-ups: None provided .
Performance & Track Record (Company context during tenure)
| Performance Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR Index (Value of $100 investment) | 132.45 | 151.95 | 124.63 | 137.14 | 56.94 |
| Net Income ($MM) | 18.0 | 135 | 106 | 104 | 44 |
| Adjusted EBITDA ($MM) | 200.0 | 268.4 | 312.3 | 332.3 | 302.2 |
Additional 2024 highlights: Net revenue $1,878M; Adjusted EBITDA $302M; reported net income $44.2M; three straight years with $300M+ Adjusted EBITDA; share repurchases >1.1M shares (~1.9% of shares) in last five months of 2024, with buybacks totaling ~7% over a little more than two years .
Compensation Committee & Peer Group (Benchmarking)
- Peer group for 2024 compensation decisions: Ashland, Advansix, Balchem, Cabot, Ecovyst, H.B. Fuller, Ingevity, Innospec, Koppers, Minerals Technologies, Quaker Chemical, Sensient, Stepan, Tronox (revenues ~$0.7B–$4.0B; median ~$2.0B) .
- Governance practices: No single-trigger CIC vesting; no option repricing; no excise tax gross-ups; robust stock ownership guidelines; independent consultant (Korn Ferry) .
Say-on-Pay & Shareholder Feedback
- 2025 AGM Say-on-Pay (2024 compensation): For 42,057,744; Against 2,911,936; Abstentions 468,799; Broker non-votes 3,508,523. Say-on-Pay approved .
Compensation Structure Analysis
- Mix and at-risk pay: Quinones’ 2024 STI target remained 60% of base; actual payout below target (48.84% of base), consistent with company-level outcomes and committee discretion .
- LTI calibration: For 2024, Quinones’ LTI target was set at 0.75× base (lower than several NEO peers set at 1.0×), increasing performance leverage via PSUs but at a lower dollar target relative to peers in similar roles; PSUs remain majority of LTI (70%) with rTSR and ROCE as core metrics .
- No options, no single-trigger CIC vesting, and stringent clawback reduce risk of misaligned incentives .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy (mitigates alignment risk) .
- Option repricing: Not used; options not part of program .
- Severance inflation risk: None for Quinones (no contractual cash severance); PSU acceleration exposure exists under defined scenarios .
- Related-party transactions: Disclosed transactions are with entities (DGW JV; ArcelorMittal); not tied to individual executives in the proxy disclosure presented .
- 2024 fraud incident: Company recorded ~$59.3M loss due to misappropriation, lowering net income; Audit Committee implemented remediation and oversight steps (context for bonus discretion) .
Investment Implications
- Alignment: High proportion of at-risk pay (STI and PSU-heavy LTI), explicit rTSR/ROCE weighting, strict clawback, and no single-trigger CIC vesting support strong alignment with shareholder value creation and prudent risk-taking .
- Retention/overhang: Upcoming RSU tranches (2023/2024 grants) vest on Jan 1 of 2025–2027, creating modest, predictable supply; PSUs cliff-vest on performance windows (2023–2025, 2024–2026), limiting opportunistic selling and enhancing retention .
- Pay-for-performance: 2024 STI paid at 48.84% of base (below target) amid lower net income tied to the fraud incident; nonetheless, sustained three-year $300M+ Adjusted EBITDA indicates resilient underlying operations, aligning incentives with multiyear performance rather than one-off outcomes .
- Downside protection for investors: Absence of guaranteed severance for Quinones, the lack of excise tax gross-ups, and no option usage reduce compensation tail risk and potential dilution concerns .
Peer-relative and rTSR-led PSU design, combined with stringent governance, suggests compensation is more likely to amplify value creation and restrain misaligned payouts; equity vesting cadence indicates manageable insider supply without pledging risk, while limited severance economics temper shareholder downside in transition scenarios .