Sandra Niewiem
OrionAbout Sandra Niewiem
Dr. Sandra Niewiem, 49, is Senior Vice President, Global Specialty Carbon Black and EMEA Region at Orion S.A. (OEC), a role she has held since September 2019; she joined Orion in 2013 after serving as a Principal Management Consultant at Kearney from 2000–2013. She holds a Ph.D. in economics from European Business School (EBS) Oestrich-Winkel, Germany, and an M.S. in business administration from James Madison University . Company performance metrics relevant to her incentive design: in FY2024 Orion reported $44.2 million net income, $302 million Adjusted EBITDA, and $1,878 million net revenue, and the company’s 2024 TSR value-of-$100 was 56.94 vs 100.78 for the S&P Small-Cap 600/Chemicals peer composite; pay programs tie short-term pay to EBITDA, safety and sustainability, and long-term pay to rTSR, ROCE, sustainability, and engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orion S.A. | VP Global Business Development, Specialty Carbon Black | 2013–2015 | Commercial growth and portfolio development in Specialties |
| Orion S.A. | VP Global Product Management, Specialty Carbon Black | 2015–2019 | Product strategy and applications leadership in Specialties |
| Orion S.A. | SVP Global Specialty Carbon Black & EMEA Region | Sept 2019–present | P&L/accountability for Specialties and EMEA regional leadership |
| Kearney | Principal Management Consultant | 2000–2013 | Strategy/operations consulting across industries |
External Roles
- No public company directorships or external board roles are disclosed for Dr. Niewiem in the 2025 proxy filing .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary (USD) | $354,376 | $372,104 |
| Target STI Bonus (% of Base) | 60% | 60% |
| Target LTI Award (% of Base) | 100% | 100% |
| FY2024 STI Outcome | Amount | As % of Base |
|---|---|---|
| Actual Bonus Paid (USD) | $181,735 | 48.84% |
| Perquisites & Benefits (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Retirement Contributions | $50,696 | $73,942 | $76,542 |
| Car Lease | $7,089 | $13,834 | $16,756 |
| Office Stipend | — | — | — |
| Relocation | — | — | — |
| Total | $57,785 | $87,776 | $93,298 |
Notes:
- STI targets/payout range: 0–200% of target; 65% Adjusted EBITDA, 5% Safety, 5% Sustainability, 25% Key Strategic Projects; linear interpolation between threshold/target/max .
Performance Compensation
Short-Term Incentive (STI) – FY2024 Design and Result
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 65% | Not disclosed | Not disclosed | Included in final bonus | Paid in Q1 following year; no deferral permitted |
| Safety | 5% | Not disclosed | Not disclosed | Included in final bonus | Same as above |
| Sustainability | 5% | Not disclosed | Not disclosed | Included in final bonus | Same as above |
| Key Strategic Projects | 25% | Not disclosed | Not disclosed | Included in final bonus | Same as above |
| Total STI | 100% | — | — | $181,735; 48.84% of base | Paid Q1 after FY end; no deferrals |
Long-Term Incentive (LTI) Design (2024 grant cycle)
| Instrument | Weight | Core Metrics | Vesting/Measurement |
|---|---|---|---|
| PSUs | 70% | 50% rTSR vs average of S&P Small-Cap 600 and S&P 600 Chemicals; 25% ROCE; 12.5% Sustainability (EcoVadis); 12.5% Employee Engagement (Korn Ferry) | Single 3-year performance period; vests Dec 31, 2026; payout 0–200%; rTSR capped at 100% if absolute TSR declines ≥10% |
| RSUs | 30% | Time-based retention | One-third annually over 3 years; 2023+ grants settle 1/3 each vest date |
PSU Results – 2022 Cycle (Performance Period 2022–2024)
| PSU Metric | Target/Framework | Actual Company Performance | Metric Payout |
|---|---|---|---|
| rTSR vs indices | Threshold: 15 pts below index avg at 50%; Target: at index avg at 100%; Max: 30 pts above at 200% | Orion rTSR -8.08% vs index avg -1.43% | 75.46% |
| ROCE (avg across 2022–2024) | Threshold 14.25%; Target 16.77%; Max 20.12% | Orion avg ROCE 15.03% | 66.00% |
| Sustainability (EcoVadis percentile) | Threshold 80; Target 90; Max 95 | Orion 99th percentile | 200% |
| Employee Engagement (Korn Ferry) | Threshold 43%; Target 45%; Max 58% | Orion 55% | 172.57% |
| 2022 PSU Award – Dr. Niewiem | Target Units | Earned Units (by Metric) | Total Earned Units |
|---|---|---|---|
| PSU grant (2022) | 6,662 | rTSR: 2,514; ROCE: 1,099; Sustainability: 1,666; Engagement: 1,486 | 6,765 (101.55% of target) |
2024 Vesting/Realized Value
| Name | Shares Vested in 2024 | Realized Value (USD) |
|---|---|---|
| Sandra Niewiem | 12,857 (6,092 RSUs + 6,765 PSUs) | $203,012 (includes PSU realized value $106,820) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Apr 24, 2025) | 14,896 Common Shares (less than 1%) |
| Shares Outstanding | 56,319,292 |
| Ownership % (calculated) | ~0.026% (14,896 / 56,319,292) |
| Stock Ownership Guideline | 2× base salary for NEOs; 5-year compliance window |
| Compliance Status Disclosure | “All NEOs but three” in compliance as of Dec 31, 2024; names not specified |
| Pledging/Hedging | Prohibited for directors and executive officers |
| Deferral Elections | NEOs may not defer STI payouts |
| Options Outstanding | Company does not issue stock options under current strategy |
Notes:
- Beneficial ownership figures include RSUs/RS restricted stock that have vested or will vest on or before June 23, 2025; vested RSUs not yet converted to shares are excluded from voting rights .
Employment Terms
- Employment Agreement: Governed by German law; entered into in 2013 (year of hire); customary terms for jurisdiction .
- Severance: No contractual severance; may be eligible for severance under German law, negotiated at termination based on facts/circumstances .
- Change-in-Control and Equity: No single-trigger vesting. PSUs generally remain eligible to vest based on performance; if termination due to death, disability, without cause, or good reason within one year post-CIC, outstanding PSUs vest immediately based on performance through the CIC date; RSU treatment at Compensation Committee discretion .
- Clawback: Incentive-based compensation (cash/equity) subject to clawback for material financial misstatements, restrictive covenant violations, or misconduct; policy aligned with Section 10D and NYSE rules .
Investment Implications
- Pay-for-performance alignment: STI and LTI designs meaningfully weight EBITDA, rTSR, ROCE, sustainability, and engagement, with PSU payouts 0–200% and STI 0–200%, evidencing a balanced risk profile and long-term value focus; 2022 PSU outcomes show high sustainability and engagement scores offsetting below-target rTSR/ROCE, yielding 101.55% overall PSU achievement for Dr. Niewiem .
- Retention risk and selling pressure: Time-based RSUs vest one-third annually, supporting retention; absence of stock options reduces forced-exercise selling pressure; 2024 vestings for Dr. Niewiem totaled 12,857 shares with $203k realized value, indicative of steady but manageable supply from vesting rather than option-driven selling .
- Ownership alignment: Beneficial ownership of ~0.026% and robust 2× salary ownership guideline with a five-year compliance period; pledging/hedging prohibited, limiting misalignment and leverage risk .
- Contract economics: No fixed severance and no single-trigger CIC vesting reduce windfall risks; German-law severance negotiation implies case-by-case outcomes, lowering guaranteed separation liabilities .
- Benchmarking and pay levels: Committee targets median peer positioning across a defined specialty chemicals peer group, tempering pay inflation risk while maintaining competitiveness; multi-metric PSU design with rTSR vs indices mitigates external market volatility in calibration .