Jay Leveton
StagwellAbout Jay Leveton
Jay Leveton is President of Stagwell Inc. (STGW), joining the executive team following the August 2021 Business Combination; his employment agreement is dated Sept. 12, 2021, with a current base salary of $800,000 and annual bonus target up to 80% of base salary . His incentives are tied primarily to cumulative Adjusted EBITDA over three-year LTIP cycles; STGW exceeded the 2021 LTIP target (100% vest), while the 2022 LTIP missed the minimum threshold and was partially vested at 82% via committee discretion (execution risk) . Say-on-pay support was >99% in 2024, signaling shareholder acceptance of the pay design . Age and education are not disclosed in the 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stagwell Inc. | President | 2021–present | Helped set incentive targets with CEO/CFO in annual planning; alignment to Adjusted EBITDA and KPI-based objectives |
| Stagwell Media (pre-merger) | Executive (former Stagwell Media executive) | Pre–Aug 2021 | Part of leadership added at Business Combination; supports integration and growth agenda |
External Roles
No external directorships or outside roles for Mr. Leveton are disclosed in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $725,000 | $781,250 | $800,000 |
| Target Bonus % of Salary | Up to 80% | Up to 80% | Up to 80% |
| Actual Bonus Paid ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $16,359 | $26,507 | $24,742 |
2024 “All Other Compensation” for Jay consists of health benefits of $24,742; no airfare/perquisites disclosed .
Performance Compensation
Annual Incentive Awards (AIA) — one-year service-based equity in lieu of cash bonus
| Award Year | Grant Date | Award Type | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| 2022 | Feb 23, 2023 | Restricted Shares | 90,843 | Feb 23, 2024 | Committee replaced cash bonuses with equity |
| 2023 | Mar 8, 2024 | RSUs | 92,578 | Mar 8, 2025 | Committee replaced cash bonuses with equity |
| 2024 | Mar 7, 2025 | RSUs | 88,535 | Mar 8, 2025 | Committee replaced cash bonuses with equity |
The HRCC did not pay cash annual bonuses in 2022–2024, citing Adjusted EBITDA performance; it substituted one-year equity and selective cash retention (not applicable to Mr. Leveton) .
Long-Term Incentive Plan (LTIP) — performance-based equity tied to cumulative Adjusted EBITDA
| LTIP Cycle | Award Type | Target Shares | Performance Metric | Performance Period | Vesting/Status |
|---|---|---|---|---|---|
| 2021 LTIP | Performance RS | 86,000 | Cumulative Adjusted EBITDA target: $1.1B | 2021–2023 | 100% vested Mar 31, 2024 (target exceeded) |
| 2022 LTIP | Performance RS | 144,861 | Cumulative Adjusted EBITDA target: $1.425B | 2022–2024 | Missed minimum; committee vested 82% at target → 118,786 shares vested Mar 31, 2025; remainder forfeited |
| 2023 LTIP | Performance RS | 131,722 | Cumulative Adjusted EBITDA target: $1.425B | 2023–2025 | Vests Mar 1, 2026, subject to performance & service |
| 2024 LTIP | Performance RSUs | 183,688 (Target) | Cumulative Adjusted EBITDA target: $1.325B | 2024–2026 | Vests Mar 8, 2027; threshold 80% to max 120% payout slope |
2024 LTIP payout scale: <80% target → 0% earned; 80–100% → 80–100% earned; 100–120% → 100–120% earned, straight-line interpolation .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial ownership (Apr 18, 2025) | 2,602,724 shares; <1% of outstanding (“*”) |
| Unvested RSUs at 12/31/24 | 92,578 units (vested Mar 8, 2025) |
| Unearned performance awards at 12/31/24 | 460,271 units (sum of 2022, 2023, 2024 LTIP targets) |
| Pledged/Hedged shares | None; hedging prohibited; pledging limited to 40% with approval; currently no officer/director pledging/hedging |
Equity award timing policy: annual grants generally follow Q4 and FY earnings release; no timing around MNPI .
Employment Terms
| Term | Key Economics |
|---|---|
| Employment Agreement Date | Sept 12, 2021 |
| Base Salary | $725,000 initially; $800,000 effective Apr 1, 2023 |
| Target Bonus | Up to 80% of base salary |
| Signing Bonus | $325,000 (paid) |
| Severance (no CiC) | 6 months salary continuation upon termination without cause |
| Restrictive Covenants | 2-year client non-solicit; employee/consultant non-solicit; services restrictions, with exceptions |
| Clawback | Executive compensation clawback for restatements (post Oct 1, 2023 awards); 2022 revisions did not trigger recovery |
Potential Payments Upon Termination (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Healthcare ($) | Additional Vested Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination not within CiC period | 400,000 | — | 2,245,247 | 2,645,247 |
| Termination within CiC period (double-trigger for LTIP) | 400,000 | — | 3,637,746 | 4,037,746 |
| Death or disability | — | — | 3,637,746 | 3,637,746 |
LTIP grants accelerate to 100% of target on termination without cause/for good reason within one year after a Change in Control or on death/disability; outside CiC, pro-rata vesting based on service months applies, subject to performance .
Investment Implications
- Compensation structure vs performance: Heavy equity mix and multi-year Adjusted EBITDA LTIPs align pay with long-term performance; however, 2022 LTIP required discretionary vesting at 82% despite missing minimum target, introducing pay-for-performance looseness and execution risk .
- Vesting calendar and potential selling pressure: Significant 2025 vesting events occurred (92,578 RSUs on Mar 8, 2025 and 118,786 2022 LTIP shares on Mar 31, 2025), which can create near-term supply; subsequent performance LTIPs (2023/2024 cycles) are service- and results-constrained to 2026/2027 .
- Alignment and risk controls: Meaningful beneficial ownership (2.6M shares) and no pledging/hedging indicate alignment; hedging prohibited and pledging capped (none currently), with a clawback policy in place for financial restatements .
- Change-in-control economics: Modest cash severance (0.5x salary) but substantial equity acceleration under double-trigger in a CiC scenario ($3.64M additional vesting value as of year-end 2024), implying retention value and potential deal-related incentive alignment .
- Shareholder sentiment: >99% say-on-pay approval in 2024 suggests investors accept the program design despite discretion used in 2022 LTIP .