Robert J. Haire, Jr.
STEPANAbout Robert J. Haire, Jr.
Robert J. Haire, Jr., age 52, is Executive Vice President, Supply Chain at Stepan Company (SCL). He has served in this role since May 2023 after more than seven years leading operations in performance chemicals at Ingevity Corporation, bringing deep operations and supply chain expertise to SCL’s specialty chemicals footprint . Company performance in 2024 featured GAAP net income of $50.4 million (up 25% YoY) and adjusted net income of $50.5 million; however, corporate incentive metrics (Adjusted Net Income, EBITDA, Growth) missed threshold targets, and 2024 PSUs were forfeited, signaling a tough year against incentive scorecards . TSR figures were referenced in “pay-vs-performance” analyses relative to the Dow Jones U.S. Chemicals Index but not enumerated in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingevity Corporation | Senior Vice President Operations, Performance Chemicals | 2016–2023 | Led operations in performance chemicals at a manufacturer of performance chemicals and materials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed in executive officer bios |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 460,000 | 472,420 |
| Target Bonus (% of salary) | 75% | 75% |
| MIP Target ($) | — | 352,763 |
| Actual Bonus Paid ($) | — | 84,863 |
Notes:
- Base salary listed is as of year-end; salary earned in SCT for 2024 was $470,350 and $306,667 for 2023 when Haire became an NEO .
- The 2024 bonus was a discretionary award paid in March 2025 given corporate scorecard underperformance .
Performance Compensation
2024 Short-Term Incentive (MIP) Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Corporate Component Payout |
|---|---|---|---|---|---|---|
| Corporate Net Income | Largest component within Corporate Objectives | 56.0 | 70.2 | 98.0 | 50.5 | 0% of salary earned |
| Corporate EBITDA | Mid-weight | 198.0 | 248.0 | — | 187.0 | 0% of salary earned |
| Corporate Growth Goal (profit) | Smallest component | 704.0 | 750.0 | — | 692.3 | 0% of salary earned |
- Each NEO had at least 30% of annual incentive tied to Corporate Financial Performance Objectives; the remainder was individual objectives and Committee discretion. Corporate components paid 0% given misses; Haire received a discretionary bonus of $84,863 for 2024 .
- Target annual incentive opportunity: 75% of salary (max 150%) for Haire .
2024 Long-Term Incentive (annual grant on March 4, 2024)
| Award Type | Grant Date | # Granted | Grant Date Fair Value ($) | Vesting | Performance Condition |
|---|---|---|---|---|---|
| RSUs | 3/4/2024 | 1,714 | 149,975 | Ratable over 3 years; settled in stock | Time-based |
| PSUs (target) | 3/4/2024 | 3,429 | 284,847 | 3-year performance period | Initial shares based on 2024 Corporate Net Income vs T/T/M; +/-30% modifier via Corporate ROIC in final year |
| SARs | 3/4/2024 | 4,685 | 150,014 | Ratable over 3 years; 10-year term; settled in stock | Strike set at avg open/close on grant date ($87.50) |
2024 PSU outcome: 2024 Corporate Net Income of $50.5 million was below the Threshold objective; all 2024 PSUs were forfeited (no shares earned) .
October/November 2024 Retention Award (leadership transition)
| Award Type | Grant Date | # Granted / Cash | Grant Date Fair Value ($) | Vesting | Special Terms |
|---|---|---|---|---|---|
| RSUs | 11/8/2024 | 3,783 | 300,030 | Two installments: 12/31/2025 and 12/31/2026 | Paid/vest subject to continued employment; death/disability = full; termination without cause = prorated |
| Cash | 10/29/2024 | $300,000 | 300,000 | Two installments: 12/31/2025 and 12/31/2026 | Death/disability = full; termination without cause = prorated |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Robert J. Haire, Jr. | 1,578 (includes 90 ESOP II shares and 1,121 RSUs vestable within 60 days) | <1% |
- Stock Ownership Policy: executives must hold ≥2.5x base salary; SARs do not count; all executive officers (including Haire) were in compliance as of February 2025 .
- Insider Trading Policy prohibits hedging and short-selling; pre-clearance required for trades .
- Pledging: the ownership table includes any pledged shares; Haire’s footnote lists ESOP and RSUs only—no pledged shares disclosed .
Outstanding Equity Awards at FY 2024 Year-End (values at $64.70 close on 12/31/2024)
| Award | Status | Quantity | Key Terms / Value |
|---|---|---|---|
| RSUs | Unvested | 6,597 | Market value $426,826 |
| PSUs | Unearned (unvested) | 2,355 | Market/Payout value $152,369 |
| SARs | Unexercisable | 4,685 | Strike $87.50; Exp. 3/3/2034 |
| Options/SARs | Exercisable | 1,581 | Strike $90.95; Exp. 4/30/2033 |
| Options/SARs | Unexercisable | 3,163 | Strike $90.95; Exp. 4/30/2033 |
Scheduled Vesting (near-term supply considerations)
| Instrument | Units | Vest Date |
|---|---|---|
| RSUs | 571 | 3/4/2025 |
| RSUs | 550 | 5/1/2025 |
| RSUs | 1,891 | 12/31/2025 |
| RSUs | 571 | 3/4/2026 |
| RSUs | 550 | 5/1/2026 |
| RSUs | 1,892 | 12/31/2026 |
| RSUs | 572 | 3/4/2027 |
| SARs | 1,561 | 3/4/2025 |
| SARs | 1,581 | 5/1/2025 |
| SARs | 1,562 | 3/4/2026 |
| SARs | 1,582 | 5/1/2026 |
| SARs | 1,562 | 3/4/2027 |
2024 Option Exercises & Stock Vested (realized)
| Award | Shares Vested/Exercised | Value Realized ($) |
|---|---|---|
| Stock Awards (RSUs/PSUs) | 549 | 46,292 (RSUs vested 5/1/2024 at $84.32 avg) |
Employment Terms
Severance and Change-in-Control Economics
- No standing severance contracts for executives; separation or retention arrangements may be used occasionally (e.g., 2024 CEO transition; Haire’s retention award) .
- Under the 2022 Equity Incentive Compensation Plan (A&R 2022 Plan), if no replacement award is granted at CIC: earned awards pay immediately (cash), options/SARs become fully exercisable, restrictions lapse, and performance awards vest at target; if a replacement award is granted, double-trigger applies—full vesting if termination without cause or for good reason within 2 years post-CIC .
- Clawbacks: Awards are subject to the Company’s Clawback Policy, including Section 10D compliance; RSU agreements incorporate recoupment terms .
Potential Payments (as of 12/31/2024; share price $64.70)
| Trigger | RSUs ($) | SARs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|
| Retirement | 57,926 | — | 73,952 | 131,878 |
| Death or Disability | 426,826 | — | 221,856 | 648,682 |
| Qualifying Termination in Connection with CIC | 426,826 | — | 221,856 | 648,682 |
| Termination (other) | 9,414 | — | — | 9,414 |
Retention Award Terms
- Cash $300,000 paid in two equal installments on 12/31/2025 and 12/31/2026; RSUs 3,783 vest in two equal installments on 12/31/2025 and 12/31/2026; death/disability = full payout; termination without cause = prorated payouts/vesting .
Other Policies and Benefits
- Insider Trading Policy prohibits hedging and short-selling; pre-clearance and trading windows required .
- Stock Ownership Guidelines: 2.5x base salary for executive officers; all executives in compliance as of Feb 2025 .
- Deferred Compensation: No deferrals reported for Haire in 2024 under the Management Incentive Plan or Performance Award Deferred Compensation Plan .
- Perquisites/All Other Compensation: Company contributions to defined contribution accounts and limited perquisites; for Haire, company contributions totaled $33,137 in 2024, with service awards also noted .
Investment Implications
- Alignment: Haire’s incentive mix (RSUs ~25%, SARs ~25%, PSUs ~50%) ties pay to multi-year performance and stock price, with strict clawbacks and anti-hedging—positive for alignment; 2024 PSU forfeiture underscores a performance-gated design .
- Retention Risk: The October/November 2024 retention package (cash + RSUs over 2025–2026 with favorable death/disability and prorated without-cause terms) indicates the Board’s priority to retain supply-chain leadership during CEO/CFO transitions, reducing near-term talent flight risk .
- Selling Pressure: Material RSU/SAR vesting dates across 2025–2027 could add supply; however, ownership guidelines and anti-hedging constraints moderate immediate selling incentives; no pledged shares disclosed for Haire (a key governance positive) .
- Pay-for-Performance: Corporate scorecard misses drove 0% corporate MIP payout, yet the Committee applied discretion for bonuses amid broader 2024 performance dynamics; say-on-pay support remained strong at 96%, suggesting investor acceptance of design choices and transition-related awards .