Robert Ruhlman
About Robert Ruhlman
Robert G. Ruhlman, age 68, is Executive Chairman and Principal Executive Officer of Preformed Line Products (PLPC). He has served on the Board since 1992, led PLPC as CEO for ~20 years (2000–2023), was appointed Chairman in 2004, and became Executive Chairman effective January 1, 2024 . Under his oversight, PLPC’s pay-versus-performance framework ties executive compensation to net income and ROE, with 2024 ROE at 12.3% and net income of $37.1 million; five-year TSR (CAP table perspective) shows value of a $100 initial investment reaching $222.39 in 2024, with prior years detailed below . Performance RSU vesting for the 2021–2024 cycle achieved 31.1% pre-tax income growth and ~11% sales growth, resulting in maximum vesting for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Preformed Line Products | Associate Engineer | ~1980s (career start >40 years ago) | Foundation in manufacturing/engineering; product/customer insight |
| Preformed Line Products | Manufacturing Administrator | 1985 | Operations responsibility; manufacturing process improvements |
| Preformed Line Products | New Venture Coordinator | 1987 | Growth initiatives; new business development |
| Preformed Line Products | VP Corporate Planning | 1988 | Strategic planning; long-term growth alignment |
| Preformed Line Products | President / COO | 1995 | Enterprise leadership; operational scaling |
| Preformed Line Products | Chief Executive Officer | 2000–2023 | ~20 years CEO; value creation; strategic execution |
| Preformed Line Products | Chairman of the Board | 2004–present | Governance leadership; Board culture of open discussion |
| Preformed Line Products | Executive Chairman, PEO | 2024–present | Strategy oversight; compensation input; principal executive role |
External Roles
No external public company directorships or committee roles for Mr. Ruhlman are disclosed in the proxy; skip if not disclosed .
Fixed Compensation
Multi-year summary compensation for Robert G. Ruhlman:
| Year | Salary ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 975,000 | 1,072,500 | 650,396 | 4,587,518 |
| 2023 | 1,000,008 | 1,150,009 | 694,487 | 4,891,381 |
| 2024 | 1,000,008 | 1,000,008 | 691,010 | 4,661,904 |
Key mechanics and targets:
- Annual cash incentive: Sliding scale based on pre-tax income as % of average shareholders’ equity; 3%–11% range, implied target 7% equals ~50% of maximum payout. For the Executive Chairman, maximum bonus is 100% of salary; 2024 ROE of 12.3% yielded 100% payout (salary parity) .
- Perquisites included financial planning, club dues, and personal aircraft usage with explicit amounts; SERP contributions and tax gross-ups itemized (see table below) .
All Other Compensation detail (2024):
| Component | Amount ($) |
|---|---|
| SERP Contributions | 253,044 |
| Tax Gross-Up on 2024 SERP | 19,959 |
| Financial Planning/Tax Prep | 60,478 |
| Club Dues | 17,704 |
| Personal Company Aircraft Usage | 71,880 |
| Profit-Sharing Contribution | 49,500 |
| Group Life Insurance | 28,956 |
| Accrued Dividends on 2021 RSUs | 64,171 |
| Dividends on Deferred Shares | 125,318 |
| Total | 691,010 |
Performance Compensation
Structure and performance alignment for 2024 grants:
- Long-term incentive program emphasizes performance RSUs for Executive Chairman (100% performance-based), vesting after a 3-year period ending December 31, 2026; metrics are 3-year average YoY pre-tax income growth and sales growth with thresholds -7%–0% (pre-tax) and 0%–2% (sales). Executive Chairman payout scale: 50% (threshold) to 200% (maximum) of target equal to 100% of salary; dividends on unvested RSUs accrue and pay at vesting .
2024 Grant Details (Executive Chairman):
| Metric/Grant | Threshold | Target | Maximum | Fair Value ($) |
|---|---|---|---|---|
| Performance RSUs (#) | 3,981 | 7,963 | 15,925 | 1,970,878 |
| Performance Metrics | Pre-tax income growth (3-yr avg): -7%, -3%, 0%; Sales growth (3-yr avg): 0%, 1%, 2% | Target: -3% pre-tax and +1% sales | Max: 0% pre-tax and +2% sales | N/A |
Recent vesting outcomes:
- 2021 cycle (performance period ended 12/31/2024) vested at maximum based on 31.1% pre-tax income growth and 11.1% sales growth; corresponding unearned shares roll-forward reflected for outstanding awards . 2021 cycle vesting for prior period (ended 12/31/2023) similarly closed at maximum (31.1% pre-tax; 11.0% sales) .
Annual bonus plan (2024):
| Measure | Range/Target | 2024 Actual | Payout |
|---|---|---|---|
| ROE (pre-tax income / avg equity) | 3%–11% range; target 7% (~50% of max) | 12.3% | 100% of salary (Executive Chairman) |
Equity Ownership & Alignment
Beneficial ownership and alignment:
- Shares outstanding on record date: 4,940,991 common shares .
- Robert G. Ruhlman beneficially owns 1,495,536 shares (30.3% of class) .
Breakdown (as disclosed):
| Ownership Category | Shares |
|---|---|
| Sole voting/dispositive power | 1,163,203 (includes 223,034 DSP deferred shares; direct, 401k units, IRAs, revocable trusts) |
| Shared voting/dispositive power | 332,333 (family/trust co-trustee holdings, spouse’s 500 shares, 401k Profit-Sharing Trust residual 50,295 where he is Trustee) |
| Unvested RSUs excluded | 53,858 |
Outstanding equity awards at FYE 2024:
| Type | Amount |
|---|---|
| Unearned shares not yet vested (#) | 70,950 |
| Market/payout value ($) | 9,066,734 |
Ownership policies:
- Executive stock ownership guidelines: CEO 6x salary; other officers 3x salary; includes directly owned stock, plan shares, and unvested time-vested RSUs; all current execs have met requirements (new execs have time to comply) .
- Hedging/short-sale prohibition; trading windows and pre-clearance apply. Pledging policy is not explicitly disclosed; no pledges reported for Mr. Ruhlman in the proxy .
Insider selling pressure/transactions:
- Company repurchased 1,263 shares from Robert G. Ruhlman at $125.59 (30-day average price) on Feb 8, 2024 (Audit Committee-approved related party transaction) .
Employment Terms
-
Employment: At-will; no employment, severance, or change-in-control agreements for NEOs (including Executive Chairman) .
-
Change-in-Control (equity plans):
• Options (if any) become fully exercisable and vested .
• Time-based RSUs fully vest; performance-based RSUs vest, and shares are earned at the end of the performance period per award terms (plan-level and award agreement specifics apply) .
• Estimated stock award value under a CIC as of 12/31/2024 (assuming maximum performance): $9,066,734 for Robert G. Ruhlman . -
Retirement/Disability/Death: Provisions for distributions/vesting of a portion of performance-based awards up to amounts as if 100% of performance goals achieved, subject to Administrator discretion .
-
Clawback: Adopted August 2023; recovery of incentive compensation for three years prior to conclusion that a restatement is required (NASDAQ-compliant) .
-
Deferred compensation: Rabbi trust DSP and SERP balances maintained with gains/losses reflecting investment selections .
Non-qualified deferred compensation balances (2024):
| Plan | Company Contributions ($) | Aggregate Gains/(Losses) ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| SERP | 253,044 | 260,398 | 3,904,433 |
| DSP | — | (950,853) | 20,018,048 |
| Total NQDC | 253,044 | (690,455) | 23,922,481 |
Board Governance
- Role: Executive Chairman, Principal Executive Officer; Board service since 1992 .
- Committee memberships: Not listed as a member of Audit/Compensation/Nominating (chair/members are independent directors) .
- Independence: Board has independent directors on key committees; Board does not have a Lead Independent Director .
- Classified Board: 9 directors, staggered two-year terms .
- Attendance: In 2024, Board met five times; all directors attended ≥75% of Board and committee meetings; all attended prior annual meeting .
- Family relationships: His daughter (Maegan A.R. Cross) and son (J. Ryan Ruhlman, President) serve on the Board—dual-role/family governance considerations .
- Director compensation: Employee-directors are not paid director fees; non-employee director retainer is $45,000 cash plus ~$75,000 equity, with committee retainers; stock ownership plan requires 3x cash retainer .
Compensation Benchmarking and Shareholder Input
- Benchmarking: Willis Towers Watson survey; Peer classification: manufacturing companies with $500M–$1B revenue; pay targeted near median with significant performance-based elements .
- Say-on-pay: 2023 advisory approval >97%; frequency every three years .
Performance & Track Record
Pay-versus-performance summary:
| Year | PEO Total Comp ($) | PEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Income ($000s) | ROE (%) |
|---|---|---|---|---|---|
| 2020 | 5,155,604 | 5,382,937 | 115.12 | 29,803 | 14.6% |
| 2021 | 4,760,218 | 4,371,177 | 110.12 | 35,729 | 16.9% |
| 2022 | 4,587,518 | 6,311,917 | 143.07 | 54,395 | 21.0% |
| 2023 | 4,891,381 | 7,584,765 | 231.46 | 63,332 | 20.8% |
| 2024 | 4,661,904 | 3,029,010 | 222.39 | 37,111 | 12.3% |
Long-term incentive performance results:
- 2021–2024 performance RSUs vested at maximum based on 31.1% pre-tax income growth and ~11% sales growth .
Equity Ownership & Alignment (Additional Detail)
- Vested vs. unvested: 70,950 RSUs outstanding/unearned; no stock options outstanding (none for NEOs at FYE 2024) .
- Ownership concentration: 30.3% beneficial ownership, including significant trust and DSP holdings—strong alignment but concentration risk in governance .
- Ownership guideline compliance: Met; strong alignment with shareholders via required multiples .
- Hedging: Prohibited; trading windows enforced; pledging not explicitly addressed, and none disclosed for Mr. Ruhlman .
Related Party Transactions and Red Flags
- Company repurchases from insiders (including Mr. Ruhlman’s 1,263 shares at $125.59 on Feb 8, 2024) approved by Audit Committee—monitor for systematic insider liquidity events .
- Legal fees paid to Baker & Hostetler LLP (~$223,000), where director R. Steven Kestner was a partner—Board deems independence unaffected; still a governance sensitivity .
- Section 16(a) compliance: Mr. Ruhlman had late Form 4 filings noted in 2024 (transactions from 2022/2023 reported August 30, 2024) .
Employment Terms (Severance/CIC Economics)
| Provision | Terms |
|---|---|
| Employment Agreements | None; at-will employment (no severance/CIC contracts) |
| CIC Equity Acceleration | Options fully vest; time-based RSUs fully vest; performance RSUs vest with shares earned at end of period per performance conditions; plan uses non-liberal CIC definition |
| Estimated CIC Value (12/31/2024) | $9,066,734 stock awards value at maximum performance for Executive Chairman |
| Clawback | NASDAQ-compliant clawback adopted Aug 2023 (3-year lookback for accounting restatements) |
Compensation Committee Analysis
- Independent Compensation Committee (Chair: Matthew D. Frymier) oversees program; did not retain an external advisor for 2024; heavy use of external pay surveys and pay-for-performance architecture .
- Risk assessment: Compensation policies deemed not reasonably likely to create material adverse risk; incentives tied to growth and profitability with margin discipline .
Investment Implications
- Alignment: Ownership at ~30% and compliance with ownership guidelines indicate strong alignment; long-term incentives for Executive Chairman are 100% performance-based RSUs tied to pre-tax income and sales growth—robust pay-for-performance design .
- Insider supply risk: Minimal recent selling (company repurchased 1,263 shares from Mr. Ruhlman in 2024); monitoring advisable for future DSP settlements and RSU vesting flows (70,950 unearned RSUs outstanding) .
- Governance and independence: Dual role as Executive Chairman and PEO with no Lead Independent Director, plus two family members on the Board, may raise independence concerns for some investors despite independent committee structures .
- Change-in-control optionality: No severance/cash CIC agreements; equity acceleration could create meaningful value realization in a transaction (estimated $9.1M at maximum for Executive Chairman), but structure avoids cash parachutes and tax gross-ups beyond SERP contribution taxes .
- Performance trajectory: Recent pay-versus-performance data show variability in CAP aligned with TSR, net income, and ROE; 2021–2024 RSU cycles rewarded sustained profit and sales growth—signals management focus on durable earnings with margin awareness .
Overall: High insider ownership and performance-based equity reduce misalignment risk; governance independence is the primary watch item given executive-chair structure and family presence. Bonus mechanics linked to ROE and multi-year RSU metrics support disciplined capital allocation and margin focus .