J. Ryan Ruhlman
About J. Ryan Ruhlman
J. Ryan Ruhlman (age 41) is President of Preformed Line Products (PLPC) and has served on the Board since 2016; he was elected President in 2023 after a career at the company beginning in 2002 across Research & Engineering, Manufacturing, International Operations, and Marketing . He is the son of Executive Chairman and Principal Executive Officer Robert G. Ruhlman, reflecting family leadership continuity at PLPC . Company performance context: in 2024, PLPC delivered Net Income of $37.1 million, Return on Shareholders’ Equity of 12.3%, and a TSR value of $222.39 for a $100 initial investment, providing strong pay-for-performance linkage through ROE-based bonuses and multi-year RSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Preformed Line Products | Laboratory Technician (part-time while in college) | 2002 | Early exposure to product testing and R&E operations |
| Preformed Line Products | International Operations Project Specialist / Business Development Specialist / Manager of New Business Development & Marketing Communications | Since 2002 (various roles) | Built understanding across operations, manufacturing, marketing, business development |
| Preformed Line Products | Director, Marketing & Business Development | Jan 2015 | Led Special Industries, Distribution & Transmission Markets, marketing communications |
| Preformed Line Products | Vice President, Marketing & Business Development | Dec 2015 | Expanded marketing and business development responsibilities |
| Preformed Line Products | President | 2023–present | Leads Americas region, Corporate HR, consolidated Global Business Development |
External Roles
No external public company directorships or committee roles are disclosed for J. Ryan Ruhlman in the proxy materials .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 370,008 | 438,623 | 520,008 |
| Stock Awards ($) | 358,551 | 409,393 | 512,366 |
| Non-Equity Incentive Plan Compensation ($) | 314,507 | 372,830 | 520,008 |
| All Other Compensation ($) | 158,281 | 156,397 | 180,533 |
| Total ($) | 1,201,347 | 1,377,243 | 1,732,915 |
Key All Other Compensation components (2024): SERP contribution $73,651; tax gross-up on 2024 SERP contributions $4,567; financial planning/tax services $6,000; club dues $24,958; personal aircraft usage $11,739; profit-sharing $43,500; group life $1,484; dividends on prior equity $14,633 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Return on Shareholders’ Equity (pre-tax income ÷ average shareholders’ equity) | Single metric | 7% ROE target and linear scale 3%–11% | 12.3% ROE | 100% of salary ($520,008) |
Plan features: maximum bonus opportunity for President increased to 100% of salary for 2024; awards determined by schedule tied to ROE and paid at 100% given 12.3% in 2024 .
Long-Term Incentives (RSUs)
Design for 2024 grants (2/7/24): performance-vested RSUs based on three-year average YoY pre-tax income growth and sales growth; time-vested RSUs with 3-year cliff vesting .
| Element | Metric | Threshold | Target | Maximum | Grant (JRR) | Vesting |
|---|---|---|---|---|---|---|
| Performance RSUs (2024 award) | 3-yr avg pre-tax income growth (−7% / −3% / 0%) and 3-yr avg sales growth (0% / 1% / 2%) | 25% of max if both min levels achieved (weighted if one met) | 50% of max if −3% income and 1% sales achieved | 100% of max if 0% income and 2% sales achieved | 690 / 1,380 / 2,760 shares (threshold/target/max) | End of performance period (12/31/2026) upon confirmation |
| Time-based RSUs (2024 award) | Service | n/a | 1,380 units | n/a | 1,380 units | Cliff vest 3 years (12/31/2026), subject to service |
Recent vesting outcomes:
- 2021 performance RSUs vested at maximum in Feb 2024 for the three-year period ending 12/31/2023, based on 31.1% pre-tax income growth and 11.0% sales growth; JRR acquired 3,180 shares (portion of the 2021 award) at $133.86 close price .
- 2022–2024 performance period awards vested at 100% of the maximum number of shares for officers other than the CEO upon confirmation in Feb 2025 (not reflected in the 2024 vesting table) .
Equity Ownership & Alignment
Snapshot as of March 14, 2025:
- Beneficial ownership: 14,891 shares; less than 1% of class .
- Components included: 4,379 deferred common shares in DSP; 79 shares via 401k stock fund units .
- Unvested RSUs outstanding (includes 2023/2024 service and performance, and 2021 performance earned at max for 2024 period per table context): 12,797 units; market/payout value $1,635,348 (at $127.79 close as of 12/31/2024) .
- Outstanding options: None .
- Stock ownership guidelines: officers must hold 3× salary; unvested time-vested RSUs count; all current executive officers (including J. Ryan Ruhlman) have met the requirement .
- Hedging/short sales prohibited; pledging policy not specifically disclosed; no pledging by J. Ryan Ruhlman disclosed .
Outstanding Equity Details (as of 12/31/2024)
| Grant Year | Type | Units | Vesting Timing |
|---|---|---|---|
| 2024 | Service RSUs | 1,380 | 12/31/2026 (cliff), continued employment |
| 2024 | Performance RSUs (max potential) | 2,760 | After 3-year period ending 12/31/2026, subject to performance |
| 2023 | Service RSUs | 1,539 | 12/31/2025 (cliff), continued employment |
| 2023 | Performance RSUs (max potential) | 3,077 | After 3-year period ending 12/31/2025, subject to performance |
| 2021 | Performance RSUs (actual) | 3,180 vested | Vested Feb 2024 (period ended 12/31/2023) |
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Began with PLPC in January 2002 |
| Current role tenure | President since 2023; Director since 2016 |
| Contract status | At-will; no employment, severance, or change-in-control agreements |
| Change-in-control (equity) | Options and time-based RSUs fully vest on change in control; performance RSUs vest and are earned at end of performance period based on applicable metrics |
| Clawback | Adopted Aug 2023; 3-year lookback for incentive comp upon accounting restatement per NASDAQ rules |
| Ownership guideline | 3× base salary for officers; JRR in compliance |
| Perquisites | Personal aircraft usage, club dues, financial/tax services, profit-sharing, group life, dividends on deferred/vested equity |
| Non-compete / non-solicit | Not disclosed in proxy – |
Board Governance
- Board service: Director since 2016; currently not listed as a member of Audit, Compensation, or Nominating Committees (committees are composed of independent directors) .
- Independence: The Board identifies independent directors; J. Ryan Ruhlman, as a serving executive (President), is not listed among independent directors .
- Attendance: In 2024, Board held 5 meetings; Audit 4; Compensation 4; Nominating 7; all directors attended ≥75% of Board and committee meetings; all attended the annual meeting .
- Board leadership and dual-role implications: Executive Chairman (Principal Executive Officer) Robert G. Ruhlman (J. Ryan’s father) leads the Board; there is no Lead Independent Director, raising independence optics given family ties and J. Ryan’s dual role as President and director; independent committees provide oversight .
- Director compensation: Employee directors (including J. Ryan Ruhlman) do not receive director fees; non-employee director retainers: $45,000 cash plus ~$75,000 in stock annually, with committee retainers and chair fees; director ownership guideline of 3× cash retainer applies to non-employee directors .
Compensation Structure Analysis
- Mix shift and leverage: JRR’s cash bonus opportunity rose to 100% of salary in 2024, increasing at-risk cash exposure tied to ROE performance (12.3% achieved → 100% payout) .
- Equity design: 2024 grants combined performance RSUs (three-year income and sales growth metrics) and time-based RSUs with 3-year cliff vesting, aligning incentives to multi-year financial outcomes and retention; performance metrics were calibrated lower for 2024 given expected demand softness in U.S. communications and energy markets .
- Options: No options outstanding; company policy prohibits repricing and discounts under the proposed 2025 plan; minimum vesting standards apply .
- Ownership alignment: Mandatory officer stock ownership guidelines and clawback policy strengthen alignment and risk controls .
Say-on-Pay & Shareholder Feedback
- Say-on-pay (2023): >97% approval; shareholders approved say-on-frequency of every three years; Committee benchmarks around market median and considers survey data in decisions .
Compensation Peer Group (Benchmarking)
- Peer calibration: Committee utilized Willis Towers Watson survey data for manufacturing companies with $500M–$1B revenue; target pay positioning around median, with actual outcomes dependent on performance .
Risk Indicators & Related Party Considerations
- Insider trading policy: Blackout windows, preclearance, and prohibition of short sales and hedging; pledging not specifically addressed; no pledging disclosed for JRR .
- Related party transactions: Board Committee oversight; disclosed transactions include share purchases by certain insiders and legal fees to a law firm affiliated with a director; no related party transactions disclosed involving J. Ryan Ruhlman .
Investment Implications
- Near-term vesting overhang: Time-based RSUs of 1,539 (2023) vest on 12/31/2025 and 1,380 (2024) on 12/31/2026; performance RSUs (2023/2024) settle after performance confirms, potentially increasing float or withheld shares for taxes around vest dates .
- Pay-for-performance alignment: 2024 ROE-driven bonus (100% payout at 12.3% ROE) and three-year RSU metrics (income and sales growth) support alignment; 2022–2024 performance awards vested at 100% of maximum for officers other than the CEO, indicating strong multi-year execution .
- Governance optics: Dual-role (President + Director) and family leadership without a Lead Independent Director may heighten independence scrutiny, though core committees are independent and active (meeting cadence, charters) .
- Retention risk: Absence of severance/CIC cash agreements places retention emphasis on ongoing equity-based incentives, ownership guidelines, and profit-sharing; clawback adds compliance discipline .