Sarah Lauber
DOUGLAS DYNAMICSAbout Sarah Lauber
Executive Vice President, Chief Financial Officer and Secretary of Douglas Dynamics (PLOW). Current role confirmed in the 2025 proxy, where she also serves as Corporate Secretary signatory . Her employment agreement was amended and restated on October 31, 2022; it remains effective until either party gives 60 days’ notice . Company performance context during her recent tenure: 2024 Net Income $56.2 million, Adjusted EBITDA $79.3 million, and cumulative TSR “value of $100” at $51.12 vs Russell 2000 peer group $133.66, providing framing for pay-for-performance outcomes .
Past Roles
Not disclosed in DEF 14A or 8-K filings reviewed for 2024–2025 .
External Roles
Not disclosed in DEF 14A or 8-K filings reviewed for 2024–2025 .
Fixed Compensation
Multi‑year compensation summary (NEO disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,390 | $472,909 | $472,909 |
| Stock Awards ($) | $809,175 | $448,298 | $1,496,852 |
| Non‑Equity Incentive Plan Compensation ($) | $233,415 | $76,342 | $441,823 |
| All Other Compensation ($) | $24,981 | $30,628 | $42,559 |
| Total ($) | $1,517,961 | $1,028,177 | $2,454,143 |
All Other Compensation detail (2024): 401(k) contribution $15,525; company‑paid insurance premiums $10,877; executive physical $16,157; total $42,559 .
Employment agreement terms
| Term | Details |
|---|---|
| Base salary (agreement) | $450,390 per year, subject to annual review |
| Target annual bonus | No less than 75% of base salary |
| Agreement term | Effective until either party gives 60 days’ notice |
| Non‑compete / Non‑solicit | Two years post‑termination; confidentiality obligations apply |
| Severance (no CoC) | 1.0× (base salary + target bonus) upon termination without cause or resignation due to company material breach |
| Severance (with CoC + qualifying termination) | 1.75× (base salary + target bonus), plus benefits continuation up to 12 months |
| “Good reason” / “Change of Control” | Defined; CoC includes 50%+ voting power change, board turnover, certain transactions, or sale of substantially all assets |
Potential payments (illustrative, as of 12/31/2024)
| Scenario | Cash Severance ($) | COBRA ($) | AIP Bonus ($) | RSUs ($) | PSUs ($) |
|---|---|---|---|---|---|
| Termination without cause (pre‑CoC) | $853,992 | — | — | — | — |
| Death | — | $8,719 | $441,823 | — | — |
| Disability | — | — | $441,823 | — | — |
| CoC without termination | — | — | — | $1,474,063 | $356,695 |
| CoC + qualifying termination | $1,474,686 | — | — | — | — |
Performance Compensation
Annual Incentive Plan (2024 design and outcomes)
| Metric | Weighting | Threshold | Target | Actual | Payout (% of base) |
|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 50% | 75.8% of baseline | $75.2 | $70.5 | 32.8% (Lauber) |
| Free Cash Flow ($mm) | 30% | $21.1 | $32.0 | $50.0 | 45.0% (Lauber) |
| Adjusted EBITDA Margin (%) | 20% | 12.0% | 14.0% | 14.2% | 15.7% (Lauber) |
| Total Bonus Paid | — | — | — | — | 93.5% of base (Lauber) |
Notes:
- AIP targets and actuals reflect committee‑approved adjustments (sale‑leaseback exclusions: $1.1mm for operating income; $16.7mm for FCF; +0.2% EBITDA margin) .
- CEO (McCormick) received 100% of target per Retirement Agreement; Van Genderen had a discretionary 50% reduction tied to segment performance .
Long‑term equity: Performance Share Units (PSUs) and RSUs
PSUs – 2024–2026 grant design and 2024 tranche outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | % Earned |
|---|---|---|---|---|---|---|
| Adjusted EPS ($) | 50% | 1.36 | 1.70 | 2.04 | 1.47 | 33.0% |
| RONA (%) | 50% | 13.4% | 16.8% | 20.2% | 15.8% | 42.5% |
- 2024–2026 PSUs are measured separately each year with a relative TSR modifier of ±25% vs S&P Small Cap 600 Industrials over the full 3‑year period; earned shares paid after 2026 .
- Lauber’s PSU grant sizes: Target 12,642 units (Threshold 3,162; Maximum 25,284) . The 2024 tranche’s plan‑based award disclosure shows threshold 4,214 and target 8,428 for the 2024 year component under ASC 718 .
RSUs – time‑vesting
- Standard annual RSUs vest ratably over three years from grant (e.g., March 11, 2024 grants vest beginning March 6, 2025) .
- Special retention RSU award to Lauber: 43,202 RSUs granted May 16, 2024; two‑thirds vest on December 31, 2025 and one‑third on July 1, 2026, subject to standard terms and change‑of‑control treatment in the 2024 Stock Plan .
Prior PSU cycle (context)
| Cycle | EPS Threshold/Target/Max ($) | EPS Actual | EPS Earned % | RONA Threshold/Target/Max (%) | RONA Actual | RONA Earned % |
|---|---|---|---|---|---|---|
| 2022–2024 | 4.08 / 5.83 / 7.58 | 4.32 | 17.6% | 50.4 / 72.0 / 93.6 | 48.8 | 0.0% |
Equity Ownership & Alignment
Beneficial ownership and guidelines
| Item | Value |
|---|---|
| Shares beneficially owned | 102,179; less than 1% of outstanding |
| Stock ownership guidelines | Other executive officers: 2× base salary; five years to comply; company states all execs have satisfied or have time remaining |
| Anti‑hedging | Executives and directors prohibited from hedging/monetization transactions |
| Options outstanding | None for any NEO at YE 2024 |
Unvested equity (as of 12/31/2024)
| Type | Units | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (time‑vested) | 62,381 | $1,474,063 (at $23.63/share) | Vesting cadence below |
| PSUs (unearned) | 23,819 (at target levels disclosed) | $562,843 | Subject to TSR modifier and final performance certification |
Upcoming vesting schedule (Lauber):
- 8,570 on March 6, 2025; 28,802 on December 31, 2025; 6,395 on March 6, 2026; 14,400 on July 1, 2026; 4,214 on March 6, 2027 .
2024 stock vested:
- Shares acquired on vesting: 9,858; value realized $250,196 .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement basis | Amended and restated October 31, 2022; at‑will with 60‑day notice |
| Target pay philosophy | Competitive market‑based pay; variable comp tied to profitability, FCF, RONA with strong shareholder Say‑on‑Pay support (97% approval in April 2024) |
| Change‑of‑control equity treatment | RSUs accelerate if not assumed; otherwise double‑trigger acceleration; PSUs convert to time‑vesting or settle at target/actual depending on timing; double‑trigger applies if assumed |
| Related‑party transactions | None over $120,000 involving executives reported since Dec 31, 2023 |
| Insider trading/hedging | Company policy prohibits hedging; standard blackout compliance |
Compensation Structure Analysis
- Mix shift to manage volatility: 2024 LTI mix changed from 60% PSUs/40% RSUs to 50%/50%, adding a relative TSR modifier and annual measurement periods, to better align awards with controllable outcomes and relative performance in a snowfall‑sensitive business .
- AIP metric evolution: Added adjusted EBITDA margin (20% weight) alongside operating income (50%) and FCF (30%) to emphasize cost efficiency and cash generation in below‑average revenue years .
- Retention emphasis: Special $1.0 million RSU award to Lauber tied to CEO transition and succession planning, vesting December 31, 2025 (two‑thirds) and July 1, 2026 (one‑third), strengthening retention through key milestones .
- No option repricing and strong Say‑on‑Pay: Equity plans prohibit option repricing without shareholder approval; 2024 Say‑on‑Pay approval exceeded 97% .
Investment Implications
- Alignment and retention: Lauber’s meaningful unvested RSU/PSU balances and the 2025/2026 special RSU vesting dates create strong retention hooks through succession and operational transition periods, with potential insider selling pressure around scheduled vest dates (tax withholding and diversification) .
- Pay-for-performance calibration: 2024 outcomes show below‑target operating income, but FCF and EBITDA margin exceeded targets, yielding a 93.5% of base bonus—consistent with the business model’s snowfall volatility and cash discipline strategy .
- CoC economics and governance: Double‑trigger severance (1.75× base+target) and equity treatment reduce windfall risk while preserving retention; clawback and anti‑hedging policies bolster governance and investor protections .
- Ownership and guidelines: While her ownership is <1%, company guidelines require 2× salary for executives, and the company reports all executives either meet or are on track—mitigating alignment concerns without evidence of hedging/pledging (hedging prohibited; pledging not referenced) .