John Manning
SENSIENT TECHNOLOGIESAbout John Manning
John J. Manning is Senior Vice President, General Counsel, and Secretary of Sensient Technologies, and is a named executive officer; he is the brother of CEO Paul Manning, with his employment arrangement approved by the Audit Committee and Board under the Code of Conduct . As of February 14, 2025, he beneficially owned 32,616 shares of SXT common stock (no director or NEO owns ≥1% of outstanding shares), and held 15,317 performance stock units not included in beneficial ownership totals . In 2024, the Company delivered strong operating results with adjusted EBITDA of $268.6 million (+8.3% YoY) and local currency revenue growth of 7.4%, which drove 200% of target payouts under the annual incentive plan for corporate participants including Manning . Sensient’s 2024 “pay‑versus‑performance” disclosure shows a $100 TSR value of $121 (peer group $125), providing additional context on shareholder returns during the period .
Fixed Compensation
Multi-year compensation for John J. Manning:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $465,000 | $485,000 | $495,000 |
| Stock Awards ($) | $575,006 | $590,028 | $625,066 |
| Non‑Equity Incentive Plan Compensation ($) | $604,500 | $26,644 | $643,500 |
| Change in Pension Value ($) | $0 | $74,000 | $12,000 |
| All Other Compensation ($) | $77,155 | $85,750 | $54,762 |
| Total Compensation ($) | $1,721,661 | $1,261,422 | $1,830,328 |
Key perquisites and other benefits:
| Year | Financial Planning ($) | Automobile ($) | Executive Physical ($) | Club ($) | Scholarship ($) | Tax Gross‑Ups ($) | Total Non‑Retirement Benefits ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $2,025 | $24,000 | — | — | $5,000 | — | $31,025 |
| 2023 | $2,275 | $24,000 | — | — | $5,000 | — | $31,275 |
| 2024 | $4,680 | $24,000 | — | — | — | — | $28,680 |
Notes:
- The Company does not provide tax gross‑ups on perquisites to executives after they become named executive officers .
- Stock ownership/hedging/pledging restrictions apply to officers and directors (see Equity Ownership & Alignment) .
Performance Compensation
Annual Cash Incentive (2024) – Corporate metrics and outcomes:
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (YoY change) | 70% | +6% (target); +8% = 200% | +8.3% | 200% of target |
| Local Currency Revenue (YoY change) | 30% | +5% (target); +6.5% = 200% | +7.4% | 200% of target |
Individual 2024 annual incentive award terms for Manning:
| Threshold ($) | Target ($) | Maximum ($) | Actual Payout ($) |
|---|---|---|---|
| $32,175 | $321,750 | $643,500 | $643,500 |
Long‑Term Incentive – Performance Stock Units (PSUs) design (2024 grant):
| Performance Goal | Weight | 2024 Baseline | Target Range (2025–2027) | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA growth (CAGR) | 70% | $268.6m | 3% CAGR = 100%; ≥8% CAGR = 200% | End of 3‑yr period |
| Adjusted ROIC (bps change vs 2024) | 30% | 9.0% | +25 bps = 100%; ≥+50 bps = 200% | End of 3‑yr period |
Policy mechanics:
- Committee adjusts performance for certain unusual items, FX, and excludes non‑cash equity comp for Adjusted EBITDA; ROIC defined as TTM after‑tax operating income over five‑quarter avg invested capital (debt + equity – cash) .
- Change‑of‑control: PSUs vest at target; restricted stock may be accelerated at the Committee’s discretion .
Equity Ownership & Alignment
Ownership and outstanding equity:
| Item | Amount |
|---|---|
| Beneficial Ownership (Feb 14, 2025) | 32,616 shares |
| Ownership % of Outstanding | ~0.08% (32,616 / 42,437,618) |
| PSUs outstanding (not in beneficial ownership) | 15,317 units |
| Restricted Stock – Unvested | 3,134 (12/7/22); 3,882 (12/6/23); 3,194 (12/4/24) |
| PSUs – Unearned (by grant) | 4,702 (12/7/22); 5,824 (12/6/23); 4,791 (12/4/24) |
| Shares acquired on vesting in 2024 | 5,021 shares; $341,478 value |
Vesting schedules and selling pressure indicators:
- Restricted stock vests on three‑year cliff from grant; Manning’s grants on 12/7/22, 12/6/23, and 12/4/24 are scheduled to vest in 2025, 2026, and 2027, respectively, increasing potential supply around vest dates (subject to tax withholding) .
- PSUs vest (if earned) after each three‑year performance period; 2024 grant performance window is 2025–2027 .
Alignment policies and compliance:
- Stock ownership guidelines: direct reports to CEO must hold stock worth ≥2× salary; all directors and NEOs comply; prohibited to hedge, short sell, or pledge company stock .
- Director/NEO equity awards cannot be repriced/exchanged; “hold‑to‑retirement” for directors on 75% of net shares .
Employment Terms
Change‑of‑Control terms (double‑trigger; no tax gross‑ups):
- Agreements require both a change of control and qualifying termination within 36 months; severance is 3× (base salary + highest bonus over last five years or since age 50); benefits continue for three years; equity accelerates (PSUs at target); no excise tax gross‑ups .
Estimated payments for Manning upon hypothetical change‑of‑control on Dec 31, 2024 followed by qualifying severance:
| Component | Amount ($) |
|---|---|
| Severance (3× base + bonus) | $3,298,500 |
| Pension Enhancement | $1,783,368 |
| Value of Stock Awards Vesting Early | $2,050,293 |
| Estimated Employee Benefits | $174,675 |
| Estimated Excise Taxes (gross‑up) | $0 (none provided) |
| Total Estimated Payments | $7,306,836 |
Clawback and Code of Conduct:
- NYSE‑aligned clawback policy adopted in 2023 requires recovery of erroneously awarded incentive compensation after restatements due to material noncompliance .
- Related party governance: Manning’s familial relationship with the CEO is disclosed and overseen per policy; no other related‑party transactions above $120,000 since 2024 .
Deferred Compensation and SERP:
- Nonqualified deferred compensation (2024): registrant contributions $37,975; earnings $16,339; year‑end balance $199,177 (earnings not above‑market) .
- SERP present value at year‑end 2024: $1,125,000; eligible for early retirement benefits; SERP frozen (no accruals after 2015) .
Performance Compensation – Grant Details (Equity)
Recent equity grants for Manning:
| Grant Date | Instrument | Target Quantity | Vesting |
|---|---|---|---|
| 12/7/2022 | Restricted Stock | 3,134 shares | 3‑year cliff (Dec 2025) |
| 12/7/2022 | PSUs | 4,702 units | Earn/vest after 3‑yr performance period |
| 12/6/2023 | Restricted Stock | 3,882 shares | 3‑year cliff (Dec 2026) |
| 12/6/2023 | PSUs | 5,824 units | Earn/vest after 3‑yr performance period |
| 12/4/2024 | Restricted Stock | 3,194 shares | 3‑year cliff (Dec 2027) |
| 12/4/2024 | PSUs | 4,791 units | Earn/vest after 2025–2027 period |
Compensation Program Context
- 2024 Say‑on‑Pay support: 92.6% approval .
- Peer group and independent consultant (WTW) used to calibrate compensation; double‑trigger change‑of‑control; no equity repricing; no multi‑year guaranteed bonuses .
Investment Implications
- Pay‑for‑performance alignment is strong: corporate metrics exceeded targets (EBITDA +8.3%; revenue +7.4%), driving 200% annual incentive payouts; PSUs emphasize 3‑yr EBITDA CAGR and ROIC uplift—both supportive of long‑term value creation .
- Insider supply watch: significant unvested restricted stock (2025–2027 cliffs) and PSUs (three performance cycles) create predictable vesting windows; 5,021 shares vested for Manning in 2024 ($341,478 value), indicating ongoing equity realization cadence .
- Alignment safeguards: stringent ownership guidelines and explicit prohibitions on pledging/hedging mitigate misalignment risks; all directors and NEOs reported as compliant .
- Retention and change‑of‑control economics: Manning’s estimated $7.3 million package on CoC (no gross‑ups) is competitive and may reduce flight risk during strategic events, but creates “parachute” optics; clawback policy strengthens discipline .
- Governance watch: disclosed familial relationship with the CEO is overseen under the Code of Conduct with compensation set by the independent Compensation Committee .