Todd A. Slater
OLINAbout Todd A. Slater
Todd A. Slater is Senior Vice President and Chief Financial Officer of Olin Corporation, age 61, and has served in senior finance roles at Olin since 2005, becoming SVP & CFO on January 1, 2022 after prior service as VP & CFO (since 2014), VP Finance & Controller (2010–2014), and VP & Controller (2005–2010) . As CFO, Slater oversees Olin’s enterprise risk management process and fulfills chief risk officer responsibilities, reporting to the CEO and with direct access to the Audit Committee chair . Company performance during his recent tenure includes Adjusted EBITDA of $2,427.8M (2022), $1,310.1M (2023), and $873.9M (2024), Net Income of $1,326.9M (2022), $460.2M (2023), and $108.6M (2024), and TSR index values of 336 (2022), 347 (2023), and 221 (2024) . Olin’s shareholders expressed strong support for the executive pay program (Say‑on‑Pay 95.6% in 2023, 96.6% in 2024), indicating alignment of incentives with investor interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olin Corporation | Senior Vice President & Chief Financial Officer | 2022–present | Oversees ERM as de facto chief risk officer; direct access to Audit Committee chair |
| Olin Corporation | Vice President & Chief Financial Officer | 2014–2021 | Led finance and capital allocation through cycle, share repurchases, and performance incentive architecture |
| Olin Corporation | Vice President, Finance & Controller | 2010–2014 | Directed corporate accounting and financial reporting |
| Olin Corporation | Vice President & Controller | 2005–2010 | Built controllership and reporting discipline post‑expansion |
External Roles
No public external directorships or external officer roles disclosed for Slater in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $680,000 | $720,000 |
| STIP Target ($) | $1,200,000 | $580,000 | $600,000 |
| STIP Earned ($) | $717,200 | $386,280 | $96,000 |
| Bonus (Retention/Other) ($) | — | — | $100,000 (retention bonus first payment) |
| Stock Awards (Grant‑date Fair Value, $) | $829,141 | $871,670 | $976,090 |
| Option Awards (Grant‑date Fair Value, $) | $762,480 | $833,431 | $840,004 |
| All Other Compensation ($) | $131,306 | $127,740 | $104,571 |
Notes:
- 2024 retention bonus payments reflect vesting schedules approved in December 2023 and first tranche paid in 2024 .
- STIP targets and payouts follow Olin’s financial and non‑financial performance framework detailed below .
Performance Compensation
Annual STIP Design (2024 – CFO with corporate‑wide responsibility)
- Weighting: 80% financial (Corporate Adjusted EBITDA, Corporate Levered Free Cash Flow), 20% non‑financial goals (Safety, Health & Environmental; Strategic Goals) .
- Non‑financial payout in aggregate: 16.0% of target (15.0% Strategic; 1.0% SHE) .
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA — Corporate ($MM) | Part of 80% | 1,080.0 | 1,500.0 | 1,800.0 | 1,000.2 | —% (below threshold) |
| Levered Free Cash Flow — Corporate ($MM) | Part of 80% | 493.2 | 685.0 | 822.0 | 408.4 | —% (below threshold) |
| Non‑Financial (Strategic) | Part of 20% | — | 15.0% possible | — | Achieved 15.0% | 15.0% |
| Non‑Financial (SHE) | Part of 20% | — | 5.0% possible | — | Achieved 1.0% | 1.0% |
Result: Slater’s 2024 STIP payment was $96,000, reflecting non‑financial achievement with no financial payout as corporate metrics fell below threshold .
LTIP Structure and Grants
| Element | 2024 Parameters | Vesting |
|---|---|---|
| Performance Share Units (PSUs) | Half of LTIP value ($1,680,000 target LTIP; PSUs grant‑date fair value $976,090) | Earn‑out 0–200% over 3 years; 50% based on relative TSR vs S&P 1500 Materials + Huntsman (pay table scaling), 50% based on annual and 3‑yr Net Income goals (linear scaling) |
| Stock Options | 34,754 options @ $52.29 grant price (Feb 22, 2024); 10‑year term | Vest in 3 equal annual installments starting Feb 22, 2025, service‑based |
Relative TSR PSU payout schedule (selected points): 20th percentile → 25%; 50th percentile → 100%; 80th percentile → 200% . Net Income PSU schedule: 60% of goal → 50%; 100% of goal → 100%; 140%+ → 200% (linear interpolation between points) .
Historical PSU earn‑out (2012 cycle example ended 2024):
- 2022 PSUs: Slater target 15,100; aggregate payout 46.13%; units earned 6,965 .
Equity Ownership & Alignment
| Ownership Item | Data |
|---|---|
| Beneficially Owned Shares | 780,577 shares (as of Mar 3, 2025) |
| Options Exercisable within 60 days | 621,068 options (as of Mar 3, 2025) |
| Outstanding Unvested PSUs | 16,066 (2024 grant) and 13,626 (2023 grant) target PSUs shown in outstanding awards table values |
| Key Outstanding Options (partial list) | 34,754 @ $52.29 exp. 02/22/2034; 9,667 + 19,332 @ $60.55 exp. 02/22/2033; 24,000 + 12,000 @ $49.71 exp. 02/22/2032; legacy tranches 28.99/17.33/26.26/etc. expiring 2025–2031 |
| Stock Ownership Guidelines | Senior Vice President multiple: 3× base salary; all covered executives compliant as of Dec 31, 2024 |
| Hedging / Pledging | Prohibited; no shares pledged by any director or executive officer as of Mar 3, 2025 |
| Deferred Compensation | Supplemental RSP: Executive contributions $37,500; Olin contributions $68,346; aggregate earnings (loss) $(617,212); ending balance $1,118,820 (2024) |
| Pension (present value) | Qualified Plan $166,071; Supplemental Plan $26,011 (as of Dec 31, 2024) |
Ownership as share of outstanding: Olin had 115,083,118 shares outstanding on Mar 3, 2025; Slater’s 780,577 shares ≈ 0.68% of shares outstanding (using table denominator methodology) .
Employment Terms
| Provision | Term |
|---|---|
| Employment Contract | NEOs are not employed under general employment contracts; compensation under plan terms and severance plans |
| Severance (no CIC) | Cash equal to salary + target annual cash incentive, paid over 12 months; pro‑rated STIP (if termination in last 3 quarters); pro‑rated PSUs (actual performance); payment of any unvested Retention Bonus; 12 months medical/dental/life at active rates; up to 12 months outplacement |
| Severance (CIC, double‑trigger) | Cash equal to two times salary + target bonus (three times for CEO Lane); pro‑rated current STIP at target; PSUs vest at target; RSUs vest at maximum; options vest; Retention Bonus paid; 24 months benefits continuation (36 months for CEO Lane); up to 12 months outplacement |
| Change‑in‑Control (single) | For 2024‑or‑prior awards: PSUs vest/pay at target; post‑2025 PSU awards continue vesting if assumed; RSUs vest at target if not assumed; unvested options vest if not assumed; retention bonus paid |
| Clawback | SEC/NYSE‑compliant clawback: recover “excess compensation” on restatement; misconduct‑based recovery/cancellation for significant contributing factor; 3‑year lookback |
| Tax Gross‑ups | No excise tax gross‑ups (280G/4999) in severance plans |
| Non‑compete/Non‑solicit | Included in retention agreements (executives executed Dec 20, 2023) to reinforce retention and transition stability |
| Stock Option Grant Practices | Options granted ≥10 trading days post earnings release; exercise price = average of high/low on grant date; no repricing/backdating |
Retention program: Slater’s retention bonus $1,000,000 vests 10% (Jul 1, 2024), 20% (Jan 1, 2025), 30% (Jul 1, 2025), 40% (Jan 1, 2026); accelerated vesting on certain terminations/CIC; includes non‑compete/non‑solicit/confidentiality .
Investment Implications
- Pay‑for‑performance alignment is robust: CFO’s 2024 STIP paid only on non‑financial goals (financial metrics missed), while LTIP retains multi‑year TSR and Net Income performance conditions; Say‑on‑Pay support (96.6% in 2024) underscores investor confidence in incentive design .
- Retention risk appears mitigated via staged retention bonus through early 2026 and strong ownership guidelines (3× salary), with anti‑hedging/pledging policies reinforcing “skin‑in‑the‑game” alignment; no pledges reported .
- Near‑term vesting/selling pressure: Options from 2024 begin vesting Feb 2025, with additional legacy tranches outstanding; PSU outcomes will hinge on TSR versus S&P 1500 Materials and Net Income through cycles; investors should monitor PSU earn‑outs and option exercises around vest dates for potential supply effects .
- Downcycle execution risk: Company performance metrics softened in 2024 (Adjusted EBITDA $873.9M; Net Income $108.6M), but LTIP focus on productivity and value‑first discipline maintains long‑term incentive alignment; oversight of ERM by CFO centralizes risk management accountability .