Corning Painter
OrionAbout Corning Painter
Corning F. Painter (62) has served as Chief Executive Officer of Orion S.A. (OEC) since September 2018 and is the only non‑independent member of the Board. He is a chemical engineer (Carnegie Mellon University) and a Certified Professional Engineer (PA), with a 30+ year career at Air Products & Chemicals spanning strategy, technology, supply chain, and international leadership roles in Europe and China . Under his tenure, OEC delivered three consecutive years of $300+ million Adjusted EBITDA (2022–2024), though 2024 net income fell to $44.2 million due to a fraud incident; 2024 revenue was $1,878 million and Adj. EBITDA $302 million . Company TSR fell in 2024 (value of $100 investment at 56.94), trailing the average of the S&P Small‑Cap 600 and Chemicals indices (100.78) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air Products & Chemicals | Executive Vice President, Industrial Gases | 2014–2018 | P&L leadership of global gases business; extensive chemicals sector operating experience |
| Air Products & Chemicals | Senior Vice President, Merchant Gases | 2013–2014 | Drove commercial execution and portfolio performance in merchant gases |
| Air Products & Chemicals | VP Global Electronics; SVP Corporate Strategy & Technology; SVP Supply Chain; other roles (incl. 10 years in Europe and China) | 1984–2013 | Led strategy, technology, and global supply chain; built deep international operating expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | OEC proxy lists no other public company boards for Mr. Painter . |
Fixed Compensation
- 2025 base salary set at $1,140,000; STI target 100% of base; LTI target 350% of base (unchanged) .
- Stock ownership guideline: 5x base salary for CEO; compliance required within 5 years of appointment .
Multi‑year CEO compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,045,000 | 1,100,000 |
| Stock Awards ($) | 2,745,091 | 6,157,673 | 2,769,835 |
| Non‑Equity Incentive Compensation ($) | 930,000 | 365,750 | 671,550 (reduced by 25% for 2024) |
| All Other Compensation ($) | 15,506 | 16,816 | 17,566 |
| Total ($) | 4,690,597 | 7,585,239 | 4,558,951 |
Additional details:
- Retirement contribution $17,250 and nominal office stipend $316 in 2024; no notable perquisites .
- No deferred compensation program permitting STI deferral for NEOs .
Performance Compensation
Short‑Term Incentive (STI) design and 2024 outcomes (company‑wide metrics):
| Measure | Weight | Threshold | Target | Max | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 65% | $280MM | $350MM | $385MM | $302.2MM | 42.9% |
| Safety (OSHA Recordables) | 5% | 3 | 2 | 1 | 6 | 0% |
| Sustainability (EcoVadis) | 5% | 80th pct | 90th pct | 95th pct | 99th pct | 200% |
| Strategic “Emerge Stronger” Projects (7 KPIs) | 25% | See list | See list | See list | Avg 114% | 28.5% of target |
| Total (pre‑discretion) | 81.4% |
CEO 2024 STI payout mechanics:
- CEO target bonus 100% of base salary; standard formula yielded 81.4% of target; Compensation Committee applied an additional 25% downward adjustment due to the fraud incident, resulting in $671,550 (61.05% of base salary) .
Long‑Term Incentive (LTI) structure and 2024 awards:
- Mix: 70% PSUs, 30% RSUs; CEO target LTI = 3.5x base salary .
- 2024 CEO grant: 118,080 PSUs and 50,606 RSUs (grant date 2/28/2024; approved 7/5/2024) .
- RSU vesting: one‑third annually on Jan 1, 2025/2026/2027 (service‑based) .
- PSU metrics and weights: rTSR 50% (vs. average of S&P Small‑Cap 600 and S&P 600 Chemicals), ROCE 25% (annual), Sustainability 12.5% (EcoVadis), Employee Engagement 12.5% (Korn Ferry survey); 3‑year cliff vesting at 0–200% of target; rTSR capped at 100% if absolute TSR declines ≥10% .
Vesting and realized value (2024):
- Shares vested for CEO in 2024: 228,672; value realized $3,610,731 (includes 94,981 RSUs and 133,691 PSUs) .
Historical PSU performance (2017–2024 cohort measured 2022–2024):
- 2022 PSU cycle (vested 12/31/2024) earned 101.55% of target; rTSR payout 75.46%, ROCE 66.00%, Sustainability 200%, Employee Engagement 172.57% .
Equity Ownership & Alignment
- Beneficial ownership: 937,956 common shares (1.7% of outstanding 56,319,292) .
- Unvested CEO awards as of 12/31/2024:
- RSUs: 33,737 ($532,707) .
- PSUs: 118,080 (2024 grant; $1,864,483) and 228,390 (2023 grant; $3,606,278) .
- Stock ownership guidelines: CEO 5x salary; anti‑hedging and anti‑pledging policies for directors/executives; no pledging permitted .
- Compliance status: Company reports all NEOs but three in compliance with guidelines as of the proxy date; directors similarly with stock‑price‑driven exceptions .
Ownership table (as of 12/31/2024):
| Item | Amount |
|---|---|
| Shares beneficially owned | 937,956 (1.7%) |
| Unvested RSUs (market value) | 33,737 ($532,707) |
| Unearned PSUs 2023 (assumed at 150% for disclosure) | 228,390 ($3,606,278) |
| Unearned PSUs 2024 (at 100% target) | 118,080 ($1,864,483) |
Implications for potential selling pressure
- Near‑term: Scheduled RSU tranches and potential PSU settlements upon performance certification represent supply; 2024 vestings already realized significant value ($3.61M) . Anti‑pledging reduces forced‑sale risk; company prohibits hedging/pledging .
Employment Terms
- Agreement: At‑will with employment agreement; base $1.1M (2024), STI target 100% of base, LTI target 350% of base; initial sign‑on paid in 2018 (fully vested); standard benefits .
- Severance (no change‑in‑control): Cash equal to 1x (base + target bonus), plus one year of health benefits at employee rate; PSUs eligible for pro‑rata vesting based on performance through termination; RSUs per plan/committee discretion .
- Severance (double‑trigger within 1 year post‑CIC): Cash equal to 3x (base + target bonus) and 3 years of health benefits; PSUs eligible to vest based on performance through CIC with separate rules for termination within one year post‑CIC; no single‑trigger vesting policy .
- Restrictive covenants: Non‑competition, non‑solicitation, non‑disparagement, confidentiality apply during severance period (one or three years depending on trigger) .
- Clawback: 2024 policy adopted; clawback for material restatement, restrictive covenant violations, or for‑cause termination; not triggered to date .
- Deferred comp: No STI deferral program for NEOs .
- Tax gross‑ups: None for CIC .
Severance economics (illustrative, 12/31/2024):
| Scenario | Cash Severance | Health Benefits | Equity Acceleration |
|---|---|---|---|
| Involuntary w/o cause or Good Reason (no CIC) | $2,200,000 | $17,624 | PSU prorata value $4,268,668 (assumes target) |
| Same (within 1 year after CIC) | $6,600,000 | $52,872 | Generally no single‑trigger; committee discretion; see plan |
| Death/Disability | $2,200,000 | — | PSU prorata value $4,268,668 |
Board Service and Governance
- Director since September 2018; non‑independent; no committee assignments .
- Board leadership: Independent Chairman (Dan Smith); roles of CEO and Chair separated; eight of nine nominees independent; regular executive sessions .
- Attendance: CEO attendance 100% across Board and committees in 2024 (as applicable) ; overall Board/committee attendance 98% .
- Executive Committee: CEO is a member along with independent Chairs; meets as needed (one meeting in 2024) .
- Director pay: CEO receives no additional compensation for Board service .
- Stock ownership guidelines for directors: 5x annual cash retainer; compliance and anti‑pledging enforced .
Performance & Track Record
- Financial outcomes (2024): Net revenue $1,878M; net income $44.2M; Adjusted EBITDA $302.2M; $25M returned to shareholders via dividends and buybacks; 1.9% of shares repurchased in late 2024; buybacks continued into 2025 .
- Strategic initiatives: Broke ground on La Porte, TX acetylene black conductive carbon plant for EV and energy storage markets; advanced circularity via tire pyrolysis partnerships and infrastructure in Europe .
- Compensation responsiveness: Committee reduced CEO STI by 25% and CFO by 100% in 2024 due to a fraud incident (non‑NEO perpetrator); no IT penetration; remediation and recovery efforts underway .
- Pay versus performance: Company TSR significantly lagged in 2024 (56.94) vs peer indices (100.78); prior years stronger (e.g., 2023 TSR 137.14) .
Compensation Structure Analysis
- Mix and risk: High at‑risk pay (STI + PSUs/RSUs) with sustainability and human capital metrics embedded (STI: 5% safety, 5% sustainability; LTI: 12.5% sustainability, 12.5% employee engagement) .
- Peer benchmarking and governance: Compensation targeted around peer medians; independent advisor (Korn Ferry) supports design; no single‑trigger CIC vesting, no excise tax gross‑ups, no option repricing .
- Year‑over‑year shifts (CEO total comp): Stock awards declined (2023 to 2024), STI increased (reflecting partial payout with committee downward discretion), base escalated per merit .
Equity Ownership & Alignment Signals
- Meaningful CEO ownership (1.7% outstanding); robust ownership guidelines; hedging/pledging prohibited—reducing misalignment risk .
- Material unearned PSUs outstanding (multi‑year performance‑contingent); aligns payouts to multi‑factor performance (rTSR, ROCE, sustainability, engagement) .
Employment Terms – Additional Details
- No guaranteed raises; no excessive perquisites; standard benefits (401(k) match, etc.) .
- Director/NEO clawback and codes of conduct reinforced post‑2024 incident .
Investment Implications
- Alignment: Strong pay‑for‑performance design with multi‑year PSUs tied to relative TSR and ROCE plus ESG/human‑capital metrics; robust ownership rules and anti‑hedging/pledging reduce agency risk .
- Retention and supply: Significant unvested equity (RSUs/PSUs) supports retention but represents future share supply upon vesting/performance achievement; 2024 realized vesting value was sizable ($3.61M) .
- Risk controls: No single‑trigger CIC, explicit clawback, and 2024 discretionary STI reductions demonstrate board responsiveness; severance double‑trigger economics (3x base+bonus) are market‑standard but notable for potential change‑in‑control cost .
- Performance lens: EBITDA consistency (three years >$300M) contrasts with 2024 TSR underperformance and fraud‑driven net income dip; compensation outcomes adjusted accordingly, which may support say‑on‑pay outcomes and governance quality perceptions .