Michael Geraghty

About Michael Geraghty

Michael C. Geraghty is President, Color Group and a named executive officer of Sensient Technologies, serving in this capacity since at least 2015 based on proxy disclosures . In 2024, the Color Group reported local-currency revenue growth of 7.3% and local-currency operating profit growth of 14.2%, reflecting strong new sales wins and customer service execution . Company-wide, adjusted EBITDA increased 8.3% year-over-year in 2024 and total shareholder return since 2019 tracked the S&P Midcap Specialty Chemicals Index (value of $100 investment at $121 in 2024), providing context for incentive alignment and pay-versus-performance .

Past Roles

External Roles

No external public company directorships or roles disclosed for Mr. Geraghty in the reviewed filings .

Fixed Compensation

Notes:

• 2024 annual incentive payout for Mr. Geraghty equaled 193.1% of target, reflecting Group and Corporate goal attainment; other NEOs were at 200% .
• 2023 saw materially lower incentive payout given Group and Corporate performance shortfalls but included a separate $100,000 New Product Development incentive opportunity (see Performance Compensation) .

Performance Compensation

Annual Incentive Mechanics (2024)

Adjustments: Portfolio Optimization Plan costs and FX translation were excluded in evaluating adjusted metrics per plan provisions .

Additional Group Incentives (prior years)

Long-Term Equity Incentives

Grant Sizes (Dec 4, 2024):

• PSUs: Target 6,055 units for Mr. Geraghty; RS: 4,037 shares; grant date fair value $790,002 .
• Restricted stock vests after three years (time-based); PSUs vest based on three-year performance .

Equity Ownership & Alignment

Alignment Controls:

• Executive stock ownership guidelines require direct reports to the CEO to hold stock equal to 2× salary within five years; all current NEOs comply .
• Hedging, short selling, and use of company stock as collateral are prohibited for officers; no categories of hedging are permitted .
• Directors’ “hold-to-retirement” provisions do not apply to executives; directors can sell up to 50% of restricted shares at vest for tax purposes (context) .

Ownership Concentration:

• No individual director or named executive officer owns ≥1% of shares; all directors/executive officers as a group own ~1.2% (522,342 shares of 42,437,618 outstanding) .

Employment Terms

• Change-of-Control Agreements: Double-trigger protection (benefits payable only upon a qualifying termination within 36 months following a change of control); severance equals 3× (base salary + greater of highest annual bonus in last five years or since age 50); continued benefits and accelerated/assumed vesting mechanics for equity .
• Mr. Geraghty’s Estimated Change-of-Control Package (hypothetical at 12/31/2024, followed by qualifying severance): Severance $3,423,000; pension enhancement $169,350; value of stock awards vesting early $2,540,562; estimated employee benefits $120,116; no tax gross-up provisions .
• Clawback Policy: Company must recover erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements (NYSE-aligned, updated 2023) .
• CEO-only Employment Agreement: The CEO (not Mr. Geraghty) has an employment agreement with a one-year non-compete upon departure; other executive officers (including Mr. Geraghty) do not have individual employment contracts outside change-of-control agreements .

Director Governance and Say-on-Pay (context)

• 2024 say-on-pay approval: 92.6% in favor, reflecting sustained shareholder support for pay design and pay-for-performance linkage .

Compensation Structure Analysis

• Mix and Pay-for-Performance:
  • Annual cash incentive is heavily performance-based for Mr. Geraghty (70% Group operating profit; 30% Group revenue; plus corporate context) with capped payouts at 200%; 2024 paid at 193.1% of target .
  • Long-term equity shifted to 60% PSUs (3-year performance) and 40% RS (3-year cliff) since 2020 to balance retention and performance risk; PSUs remain the largest component .
• Performance Metric Rigor:
  • Corporate targets require adjusted EBITDA increase (6% for 100% payout; 8% for 200%) and local currency revenue growth (5% for 100%; 6.5% for 200%); Group targets similarly set to drive operating performance .
  • PSUs measure adjusted EBITDA CAGR and adjusted ROIC over three-year windows with defined baselines and adjustments (foreign exchange, Portfolio Optimization Plan costs, non-cash equity compensation), indicating structured comparability controls .
• Peer Benchmarking:
  • Committee references a 17-company peer group and market survey data, targeting around median salary levels for roles; Sensient’s market cap, operating income, and revenue rank at 83rd, 70th, and 35th percentiles of peers, respectively .

Equity Awards and Vesting Schedule (Current Grants)

Multi-Year Compensation Summary (Geraghty)

Retirement & Deferred Compensation

• SERP: Present value of accumulated benefit $2,227,000 (4 years credited service as of year-end 2024); eligibility and benefit mechanics frozen in 2015 (SERP plan closed and frozen) .
• Nonqualified Deferred Compensation (2024): Executive contributions $33,864; registrant contributions $39,950; aggregate earnings $86,360; ending balance $1,345,442 .

Perquisites (2024)

Financial planning $5,000 and automobile allowance $24,000; no tax gross-ups for NEOs after becoming named executive officers .

Investment Implications

• Incentive Alignment: Mr. Geraghty’s pay is predominantly performance-based with clear three-year metrics (Adjusted EBITDA CAGR, ROIC) and rigorous annual operating targets; 2024 payout near the high end reflects strong Color Group execution .
• Retention Risk: Balanced PSU/RS mix (60/40) and significant SERP/deferred balances provide retention hooks; double-trigger change-of-control protections (3× severance multiple) also support management stability, though they can raise takeover costs .
• Trading Signals: Upcoming vest events include RS cliff in Dec 2027 and PSU determination post-2027 performance period; 2024 vesting activity shows realized value of $438,052, evidencing equity monetization cadence tied to performance cycles . Hedging and pledging prohibitions reduce alignment concerns and limit adverse signaling from risk-transfer strategies .
• Governance Support: Strong say-on-pay (92.6%) and clawback adoption reduce policy risk and support investor confidence in pay design .

Key takeaway: Geraghty’s compensation is tightly linked to Color Group operating performance and multi-year value creation metrics. The high 2024 payout underscores execution momentum; upcoming PSU and RS vesting timelines provide visibility into potential equity realization, while ownership guidelines, clawback, and no hedging/pledging policies reinforce alignment with long-term shareholders **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:56]** **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:57]** **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:59]** **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:61]** **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:62]** **[310142_0001140361-25-008248_ny20043963x2_def14a.htm:73]**.