Michael Webb
ROGERSAbout Michael Webb
Senior Vice President and Chief Administrative Officer (CAO) since April 13, 2023; oversees Global Human Resources and Corporate Development. Joined from Nutrien Ltd., where he served as CHRO/CAO and led Global Retail in 2021; prior 15+ years in financial services across Hong Kong, Singapore, India, UAE, Saudi Arabia, and Canada . Company performance metrics tied to his incentives: 2024 AICP based on three evenly weighted metrics (revenue, gross margin, adjusted EBITDA); actuals were revenue $830.1M, gross margin 33.4%, adjusted EBITDA $118.8M driving a 24.14% payout . In 2023, AICP actuals were revenue $898.1M, gross margin 33.8%, adjusted EBITDA $147.7M for a 21.17% payout; 2021–2023 TSR PSUs paid zero due to a 21.4% relative TSR percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nutrien Ltd. | Chief Human Resources Officer & Chief Administrative Officer | Not disclosed | Led HR and administrative functions; also led Global Retail in 2021 until permanent leader confirmed . |
| Financial services (multiple firms) | Senior HR leadership | 15+ years | Managed large, complex HR functions across HK, Singapore, India, UAE, Saudi Arabia, and Canada . |
External Roles
No public company directorships disclosed .
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % (AICP) | AICP Actual Payout (USD) | Stock Awards (Grant-Date FV, USD) | All Other Compensation (USD) |
|---|---|---|---|---|---|
| 2024 | $450,639 | 70% | $77,562 | $800,327 | $2,737 (executive physical) |
| 2023 | $327,237 | 70% (prorated) | $48,416 | $916,515 | $57,183 (foreign health care stipend $54,265 + physical $2,918) |
- Base salary progression: $450,000 in 2023 to $459,000 in 2024 (+2%) .
- Salary paid in CAD; proxy shows USD after Bloomberg average conversion (2024 rate 0.7300) .
Performance Compensation
Annual Cash Incentive Plan (AICP) – structure and outcomes:
| Year | Metric | Weight | Threshold | Target | Maximum | Actual | Payout Outcome |
|---|---|---|---|---|---|---|---|
| 2024 | Revenue (USD, in thousands) | 33.33% | $746,421 | $933,026 | $1,119,632 | $830,109 | Overall AICP payout 24.14% |
| 2024 | Gross Margin | 33.33% | 33.8% | 35.0% | 40.0% | 33.4% | Overall AICP payout 24.14% |
| 2024 | Adjusted EBITDA (USD, in thousands) | 33.33% | $121,385 | $151,731 | $182,077 | $118,758 | Overall AICP payout 24.14% |
| 2023 | Revenue (USD, in thousands) | 33.33% | $827,295 | $1,034,119 | $1,240,943 | $898,114 | Overall AICP payout 21.17% |
| 2023 | Gross Margin | 33.33% | 33.1% | 35.5% | 40.0% | 33.8% | Overall AICP payout 21.17% |
| 2023 | Adjusted EBITDA (USD, in thousands) | 33.33% | $159,800 | $199,700 | $239,600 | $147,716 | Overall AICP payout 21.17% |
- Webb’s AICP targets and payouts: 2024 target $321,300; actual $77,562 . 2023 target $228,699 (prorated); actual $48,416 .
- Adjusted EBITDA definitions disclosed (items excluded) .
Long-Term Incentive Program (LTIP) – grant mix, vesting, and metrics:
| Year | Grant Date | Instrument | Target / Granted | Vesting / Performance | Grant-Date FV (USD) |
|---|---|---|---|---|---|
| 2024 | 02/19/2024 | RSUs | 2,940 | Time-based RSUs vest in three equal annual tranches on each of the first three anniversaries | $348,919 |
| 2024 | 02/19/2024 | TSR PSUs | 2,940 (target) | Relative TSR vs S&P Small Cap 600 IT; 0–200% payout; 3-year performance; employment through period required | $451,408 |
| 2023 | 04/11/2023 | RSUs | 2,190 | Time-based, 3-year ratable | $349,896 |
| 2023 | 04/11/2023 | TSR PSUs | 2,190 (target) | Relative TSR; 3-year period; 0–200% outcome | $566,619 |
- TSR PSUs scale: 25th percentile=0%, 50th=100%, 75th=200% payout; straight-line interpolation in between .
- Financial PSUs in 2024 only to CEO/CFO (Webb did not receive) .
Equity Ownership & Alignment
Beneficial ownership and vesting activity:
| Item | Detail |
|---|---|
| Beneficial Shares Owned | 730; less than 1% of outstanding shares (18,655,102) as of record date . |
| Stock Vested in 2024 | 730 shares; $83,826 value realized . |
| Outstanding Unvested Equity (12/31/2024) | RSUs: 1,460 (04/11/2023 grant) valued $148,351; 2,940 (02/19/2024 grant) valued $298,733 . |
| Outstanding Unearned PSUs (12/31/2024) | TSR PSUs: 4,380 (04/11/2023 grant) payout value $445,052; 2,940 (02/19/2024 grant) payout value $298,733 (based on SEC-estimated payout assumptions) . |
| Stock Ownership Guidelines | Executives must hold stock equal to 2x base salary within five years; compliance checked annually; restrictions on selling vested shares if non-compliant . |
| Hedging/Pledging | Prohibited; cannot hedge, hold in margin accounts, or pledge as collateral . |
Insider selling pressure: Form 4 transaction data could not be retrieved due to an authorization error; analysis relies on proxy disclosures of vesting and outstanding awards [Read attempt; tool error]. Potential supply events from RSU vesting occur annually on 02/19 and 04/11 for 2024/2023 grants, subject to trading windows and compliance restrictions .
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Appointed SVP & CAO on April 13, 2023 . |
| Severance Plan participation | Covered under Rogers Corporation Severance Plan; benefits for involuntary termination without cause or for good reason; enhanced benefits within one year post-change-in-control (CIC) . |
| Cash severance (illustrative as of 12/31/2024) | Absent CIC: $780,300; After CIC: $1,170,450; includes salary+target structures per plan timelines; outplacement up to $50,000; benefits continuation not applicable for Webb in illustrative table . |
| Equity treatment on CIC | RSUs fully vest upon qualifying termination within one year after CIC; PSUs vest at target upon CIC (plan terms) . |
| Covenants | Non-competition, non-solicitation, non-disparagement, confidentiality required for benefits . |
| Clawback policy | No-fault recoupment of erroneously awarded incentive-based comp for 3 years preceding an accounting restatement; misconduct recoupment allowed . |
| Ownership/Trading policies | Anti-hedging and anti-pledging; insider trading policy applies . |
| Relocation benefit | Approved $10,000 monthly payments during 2025–2026 in lieu of relocation; repayment required if voluntary resignation before January 1, 2028 . |
| Deferred compensation | No executive contributions or balances reported for Webb in 2023 . |
Performance & Track Record
- Company results underpinning incentives: 2023 net sales $908.4M (−6.5% YoY), gross margin improved to 33.8% from 33.1%, operating cash flow $131.4M; strategic focus on profitability, commercial strength, capacity, innovation .
- AICP outcomes reflect below-target adjusted EBITDA in both 2023 and 2024; low payouts demonstrate pay-for-performance discipline .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting (“2024 compensation” advisory vote): For 16,286,216; Against 686,622; Abstain 33,727; Broker non-votes 387,185 .
- Compensation & Organization Committee report attested to CD&A inclusion and program oversight .
Compensation Structure Analysis
- Mix and leverage: Equity is significant (RSUs+PSUs), with TSR PSUs driving performance alignment; AICP uses multi-metric financial measures; payouts reduced when targets are missed .
- Shift trends: 2024 NEO awards (non-CEO) split equally between RSUs and TSR PSUs; heavier PSU weighting reserved for CEO/CFO, reinforcing top-line accountability .
- Governance features: Robust clawback, anti-hedging/pledging, ownership guidelines with enforcement via sale restrictions if non-compliant .
Investment Implications
- Alignment: Webb’s package leans into at-risk pay via TSR PSUs and AICP tied to revenue/margin/EBITDA, with low payouts in 2023–2024 aligning compensation with under-target performance—reducing overpayment risk and supporting governance quality .
- Retention: The structured severance plan plus $10K monthly relocation payments (with clawback through 2027) lowers near-term departure risk; covenants further protect continuity .
- Trading signals: Annual RSU vesting cycles and potential TSR PSU settlements (2025 for 2023 grants) may create predictable supply events; anti-pledging removes a key red flag, while ownership guidelines can restrict selling until compliant—tempering insider selling pressure .
- Shareholder stance: Strong say-on-pay approval in 2025 suggests limited investor pushback on executive pay structure, supporting stability unless performance materially deteriorates .