Brett A. Flaugher
OLINAbout Brett A. Flaugher
Brett A. Flaugher is Vice President and President, Winchester at Olin; age 60 as of the May 1, 2025 annual meeting. He joined Olin in 1986 (Winchester Ammunition) and has led Winchester as President since November 2016; he was appointed Vice President and President, Winchester effective January 1, 2018 after serving as Vice President, Marketing & Sales from 2003–2016 . Company performance metrics underpin his incentives: Olin’s 2024 Adjusted EBITDA was $873.9 million and Net Income was $108.6 million; TSR is a core LTIP metric, with relative-TSR and Net Income used for PSU payouts . Winchester-specific 2024 results used in STIP were Adjusted EBITDA of $271.7 million and Adjusted Cash Flow of $238.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olin – Winchester Ammunition | Sales Representative (TX/OK) | 1986 onward (career start) | Frontline commercial experience; foundation for later leadership |
| Olin – Winchester | Vice President, Marketing & Sales | Jan 2003–Oct 2016 | Led commercial strategy through cycles; positioned brand for growth |
| Olin – Winchester | President | Nov 2016–present | Division leadership; demand management, safety initiatives |
| Olin | Vice President and President, Winchester | Jan 1, 2018–present | Executive officer role; consolidated divisional accountability |
Winchester completed the acquisition of White Flyer Targets in late 2023; demand was robust and supported 2024 results .
External Roles
- No external directorships or public company roles disclosed for Mr. Flaugher in the latest proxies .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Base Salary | $660,000 |
| STIP Target (Annual bonus opportunity) | $540,000 |
| STIP Earned (Non‑equity incentive) | $332,640 |
| Retention Bonus – first payment | $100,000 (part of $1,000,000 retention award) |
| Stock Awards (grant date fair value) | $697,224 |
| Option Awards (grant date fair value) | $600,020 |
| All Other Compensation | $90,855 (primarily retirement plan contributions) |
| Total 2024 Compensation | $2,480,739 |
Performance Compensation
2024 STIP structure and outcomes (Flaugher – Divisional responsibility)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Division Adjusted EBITDA (Winchester) | 60% of financial | $229.7m | $319.0m | $382.8m | $271.7m | 44.1% |
| Division Adjusted Cash Flow (Winchester) | 60% of financial | $189.4m | $263.0m | $315.6m | $238.8m | 16.7% |
| Corporate Adjusted EBITDA | 20% of financial | $1,080.0m | $1,500.0m | $1,800.0m | $1,000.2m | 0% (below threshold) |
| Corporate Levered Free Cash Flow | 20% of financial | $493.2m | $685.0m | $822.0m | $408.4m | 0% (below threshold) |
| Non‑financial objectives (Strategic; Safety/Health/Environmental) | 20% of total | — | 20% possible | — | Strategic 15%; SH&E 1% | 16% of target |
- STIP payout mechanics use divisional and corporate financials (80% weight) plus non‑financial objectives (20%) for divisional NEOs like Flaugher .
LTIP awards and vesting constructs
| Element | Target/Structure | Measurement Period | Vesting/Formula |
|---|---|---|---|
| 2024 PSUs (Performance Share Units) | Target 11,476 PSUs (split: 50% relative TSR; 50% Net Income) | FY2024–FY2026 | Relative TSR payout from 0–200% based on percentile vs S&P 1500 Materials + Huntsman; Net Income payout 0–200% based on annual and 3‑yr goals (20%/20%/20% annual; 40% cumulative) |
| 2024 Stock Options | 24,825 options @ $52.29 strike; 10‑yr term | Granted Feb 22, 2024 | Vest in 3 equal annual tranches beginning Feb 22, 2025 |
| 2022 PSU Payout (earned in 2024 cycle) | Target 8,000 PSUs; Aggregate payout 46.13% (earned 3,691 PSUs) | FY2022–FY2024 | Combined outcomes: TSR 31.90%; Net Income aggregate 60.36%; blended 46.13% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 254,596 shares as of Mar 3, 2025 (~0.22% of 115,083,118 shares outstanding) |
| Options – Exercisable within 60 days | 166,206 shares |
| Options – Unexercisable (sample strikes, vesting) | 24,825 @ $52.29 (vests 2025–2027); 11,130 @ $60.55 (vest 2024–2026); 6,400 @ $49.71 (vest 2023–2025) |
| Options – Legacy in‑the‑money strikes vs $33.80 close | $17.33 (41,800); $26.26 (24,000); $28.99 (30,800); $29.75 (19,000); $32.94 (12,000) vs $33.80 as of Dec 31, 2024 |
| PSUs – Unearned/Unvested at FY‑end | 11,476 (2024 grant) and 7,846 (2023 grant) unearned |
| Pledged or Hedged Shares | Prohibited; none pledged by any director or executive officer as of Mar 3, 2025 |
| Ownership Guidelines | VP multiple = 2x base salary; compliance “to the extent possible” as of Dec 31, 2024 |
Insider transactions signal: in 2024, Flaugher exercised 15,000 options ($586,650 realized) and had 8,782 shares vest from performance awards ($459,211 value) .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Retention Bonus | Benefits/Other |
|---|---|---|---|---|
| Termination without Cause (no CIC) | $1,740,000 | Pro‑rata PSU payout based on actual performance; normal option terms | $900,000 payable | 12 months benefits at active rates; up to $40,000 outplacement |
| Termination in Connection with CIC (double‑trigger; Good Reason/No Cause) | $2,940,000 | PSUs vest at target; RSUs vest at maximum; options vest | $900,000 payable | 24 months benefits at active rates; $40,000 outplacement |
| Change in Control (no termination) | — | PSUs at target (if not assumed); options/RSUs vest if not assumed | $900,000 payable | — |
| Retirement (eligibility confirmed for Flaugher) | — | Pro‑rata PSU payout based on actual performance | — | Normal option terms |
| Death/Disability | — | PSUs pro‑rata; RSUs vest at maximum; options vest | $900,000 payable | — |
- Severance Plan: generally 1x salary + target bonus (12 monthly installments) for qualifying terminations not in CIC; CIC Severance Plan: generally 2x salary + target bonus (lump sum) with double‑trigger conditions; both require a separation release and compliance with non‑compete, non‑solicit, confidentiality, and non‑disparagement covenants .
- Clawback policy: mandatory recovery of excess incentive‑based compensation after any accounting restatement (3‑year lookback), plus discretionary recovery for gross negligence or intentional misconduct; applies to STIP and LTIP awards .
- Hedging/Pledging: broadly prohibited for directors and executive officers .
- Tax gross‑ups: none for 280G/409A; CIC plan uses “best net after‑tax” approach to avoid excise tax inefficiency .
Deferred Compensation and Pension
| Plan | 2024 Company Contributions | Balance at FY‑end |
|---|---|---|
| Supplemental RSP (Deferred Compensation) | $54,630 | $441,903 |
| Qualified Pension Plan | Present Value: $767,357 | — |
| Supplemental Pension Plan | Present Value: $29,480 | — |
Compensation Structure Analysis
- Pay mix emphasizes performance: 2024 LTIP target $1,200,000 was split 50% PSUs and 50% options; STIP outcomes reflected divisional performance with corporate metrics below threshold, yielding zero corporate financial payout and divisional payouts of 44.1% and 16.7% respectively; non‑financial payout was 16% of target .
- Program changes for 2025: LTIP mix moved to 60% PSUs and 40% time‑vested RSUs with double‑trigger vesting for PSUs on CIC; rationale includes alignment with peers and retention emphasis (full‑value awards) .
- Governance and shareholder alignment: Say‑on‑pay approval was ~96.6% in 2024, signaling broad investor support ; no option repricing, robust clawbacks, and strict anti‑hedging/pledging enhance alignment .
Equity Grant Detail (2024)
| Grant | Date | Shares/Units | Strike/Fair Value | Vesting |
|---|---|---|---|---|
| PSUs (2024 LTIP) | Feb 22, 2024 | Target 11,476 | ASC 718 grant-date value included in stock awards | 3‑yr performance; TSR and Net Income |
| Options (2024 LTIP) | Feb 22, 2024 | 24,825 | $52.29; 10‑yr term | 3 equal annual tranches starting Feb 22, 2025 |
Equity Ownership Snapshot (FY‑end)
| Category | Count/Value |
|---|---|
| Unexercised Options (sample) | 5,566 ex./11,130 unex. @ $60.55; 12,800 ex./6,400 unex. @ $49.71; plus legacy options at lower strikes |
| Unearned PSUs (unvested) | 11,476 (2024 grant); 7,846 (2023 grant) |
| Market value assumptions | $33.80 close on Dec 31, 2024 used in proxy valuations |
Investment Implications
- Alignment and skin‑in‑the‑game: Flaugher’s stake of 254,596 shares plus 166,206 options exercisable within 60 days, combined with strict anti‑hedging/pledging and ownership guidelines, indicates tangible alignment; ownership is ~0.22% of shares outstanding (254,596 ÷ 115,083,118) .
- Retention risk appears contained through 2026: a $1,000,000 retention bonus vests 20% on Jan 1, 2025, 30% on July 1, 2025, and 40% on Jan 1, 2026; unvested amounts are payable upon certain severance or CIC events, further reducing near‑term turnover risk .
- Selling pressure: 2024 option exercises (15,000 shares; $586,650 realized) and PSU vesting (8,782 shares; $459,211) show routine liquidity but not outsized selling; upcoming annual option tranches (2024 grant) and PSU cycle ending in 2026 could add periodic supply into the market .
- CIC economics: Double‑trigger CIC payout totals ~$4.56 million (cash $2.94m; equity $0.65m; retention $0.90m; benefits $0.03m; outplacement $0.04m), creating meaningful change‑in‑control sensitivity; absent termination, PSUs/RSUs/Options may vest if not assumed .
- Performance levers: Divisional STIP payouts tied to Winchester EBITDA and cash flow favor disciplined capacity and pricing; LTIP delivers upside with TSR and Net Income performance over three years, embedding cyclicality considerations into payout quality .
Core governance protections: no tax gross‑ups, robust clawbacks, independent Compensation Committee with peer benchmarking (21 chemicals peers) support investor‑friendly compensation design **[74303_0000074303-25-000056_oln-20250321.htm:41]** **[74303_0000074303-25-000056_oln-20250321.htm:40]** **[74303_0000074303-24-000083_oln-20240311.htm:48]**.