D. Andrew Edwards
About D. Andrew Edwards
Executive Vice President & Chief Financial Officer of Tredegar Corporation (NYSE: TG), appointed EVP & CFO on August 6, 2020 after serving as VP & CFO since July 20, 2015; previously held multiple senior finance roles at Tredegar and Owens & Minor, and was CFO of United Sporting Companies . Age 64 as of March 16, 2023; announced retirement effective December 31, 2025, setting a defined transition window . 2024 pay-for-performance outcomes tied primarily to Consolidated Adjusted EBITDA and completion of the Terphane divestiture; say‑on‑pay support was 60%, with the Compensation Committee attributing low support to stock price and recent results .
Company performance context (FY):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 761,985,000* | 573,323,000* | 598,025,000 |
| EBITDA ($USD) | 40,729,000* | 22,425,000 | 50,665,000* |
| Net Income ($USD) | 28,455,000 | -105,905,000 | -64,565,000 |
Values with asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tredegar Corporation | EVP & CFO | 2020–2025 | Senior financial leadership during strategic portfolio actions; retirement effective 12/31/2025 . |
| Tredegar Corporation | VP & CFO | 2015–2020 | Returned to CFO role; oversaw finance and reporting . |
| United Sporting Companies | Chief Financial Officer | 2013–2015 | Led finance for wholesale distributor . |
| Owens & Minor, Inc. | Acting CFO; VP, Controller & CAO; VP Finance | 2009–2013 | Oversight of SEC reporting and internal controls . |
| Tredegar Corporation | VP Finance; CFO & Treasurer; Treasurer; Controller | 1992–2009 | Progressive finance leadership (Controller 1992–2000; Treasurer 1997–2009; VP Finance 1998–2003; VP/CFO/Treasurer 2003–2009) . |
External Roles
No public company directorships disclosed in TG’s executive officer biographies .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 479,181 | 497,177 | 513,299 |
| Discretionary Bonus ($) | - | - | 125,000 (Terphane sale contribution) |
| Non‑Equity Incentive Plan ($) | 106,256 | 105,421 | 380,404 (73.57% of base) |
| Stock Awards ($) | 612,802 | 289,621 | 301,199 |
| Option/SAR Awards ($) | - | - | - (no options in LTIP since 2021) |
| All Other Compensation ($) | 42,427 | 46,412 | 17,905 |
| Total ($) | 1,240,666 | 938,631 | 1,337,807 |
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA ($000s) | 70% (direct link to plan) | 51,186 | 64,365 | 77,329 | 65,029 (105.1% of target) | Contributed to overall payout |
| Board‑approved strategic objectives (incl. Terphane sale) | Not explicitly quantified | — | — | — | Achieved (sale closed 11/1/2024) | Contributed to overall payout |
| Individual Award Parameters (2024) | Threshold Bonus % | Target Bonus % | Maximum Bonus % | Actual Payout ($) | Actual as % of Base |
|---|---|---|---|---|---|
| D. Andrew Edwards | 35% | 70% | 140% | 380,404 | 73.57% |
Long‑Term Incentives (Granted December 5, 2024)
| Instrument | Grant | Valuation | Key Terms | Vest/Pay |
|---|---|---|---|---|
| Restricted Stock (RSUs) | 39,321 shares | $301,199 grant‑date fair value | Service‑based; retention and ownership alignment | Vests March 5, 2027 |
| Cash‑settled Performance Units | 39,321 units; $7.66 per unit | rTSR modifier vs S&P 600 Industrials/Materials; 2‑yr cumulative Consolidated Adjusted EBITDA (2024–2025), rTSR measured 2024–2026 | If rTSR < 25th percentile: $0 payout; if >75th percentile: +50% to preliminary payout | Payable 2027 |
Upcoming Vesting Schedule (Edwards)
| Award | Quantity | Vest/Pay Date |
|---|---|---|
| RSU (granted 2024) | 39,321 | March 5, 2027 |
| RSU (prior grants) | 23,470 | May 4, 2025 |
| RSU (prior grants) | 37,662 | May 11, 2026 |
| Performance Units (2024 grant) | 39,321 | 2027, subject to EBITDA and rTSR |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 153,717 shares with sole voting/investment power; 300,207 options/SARs exercisable within 60 days; total 453,924 shares; 1.31% of class . |
| Options & SARs (Outstanding) | Exercisable tranches at $14.43 (exp. 05/07/2025), $15.25 (exp. 05/07/2025, 03/21/2026, 03/18/2027), $13.78 (exp. 03/21/2026), $10.75 (exp. 03/18/2027), $16.37 (exp. 03/20/2028) . |
| 2024 Stock Vested | 9,223 shares vested; value realized $48,605 (indicates ongoing share unlocks) . |
| Stock Ownership Guidelines | EVP requirement: 2.0× base salary; NEOs in compliance as of 12/31/2024 . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without prior Nominating & Governance Committee approval; no pledges disclosed for Edwards . |
Employment Terms
| Term | Economics / Provisions |
|---|---|
| Change‑in‑Control (CIC) Severance Agreement (effective 9/29/2023) | Lump sum = 1.0× (base salary + target annual cash incentive) for qualifying terminations outside CIC window; 2.0× if termination occurs within 6 months prior to CIC (extended to 12 months if a transaction document is executed and CIC consummates within 12 months) or within 2 years post‑CIC; acceleration of unvested equity and cash LTIs; COBRA; subject to release . |
| Clawback Policy | Executive Incentive‑Based Compensation Recoupment Policy (effective 8/2/2012; amended 10/2/2023) to recover incentive comp upon accounting restatement; pre‑tax recovery basis . |
| Insider Trading Policy | Company policy filed as Exhibit 19 to 2024 Form 10‑K; compliance emphasized . |
| Prior Severance (historical) | 2015–2019 severance agreement included 1.5× base salary in certain cases and non‑compete (2 years) / non‑solicit (1 year); agreement terminated 2/25/2019 (historical context) . |
Compensation Peer Group & Shareholder Feedback
- Peer group (2022 Pearl Meyer study) includes: AdvanSix, Albany International, American Vanguard, Apogee Enterprises, Clearwater Paper, CSW Industrials, Insteel, Janus International, Mativ Holdings, Mayville Engineering, Myers Industries, P.H. Glatfelter, Quanex, Rogers, Standex, TriMas .
- Say‑on‑pay approval was ~60% at the May 9, 2024 meeting; Committee engaged holders >40% of shares and concluded low support reflected dissatisfaction with stock price/results; no material program changes in 2024 .
Investment Implications
- Pay‑for‑performance linkage appears robust: 2024 annual incentives tied 70% directly to Consolidated Adjusted EBITDA, with strategic objectives (Terphane sale) also driving payouts; Edwards received $380,404 under the plan plus a $125,000 discretionary bonus for deal execution .
- Upcoming vesting (2025–2027) and retirement (12/31/2025) could create episodic selling pressure as RSUs vest and options approach expiration; Q4’24 vesting activity indicates ongoing unlocks .
- Alignment safeguards (stock ownership policy compliance; anti‑hedging; restricted pledging; clawback policy) mitigate misalignment and governance risk; options have not been used in LTIP since 2021, reducing option‑related repricing risk .
- Governance watch‑items: 60% say‑on‑pay support and negative net income in FY 2023–2024 highlight investor sensitivity to performance; Compensation Committee retained program structure but acknowledged feedback .
Appendix: Company Performance (context for Edwards’ tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 761,985,000* | 573,323,000* | 598,025,000 |
| EBITDA ($USD) | 40,729,000* | 22,425,000 | 50,665,000* |
| Net Income ($USD) | 28,455,000 | -105,905,000 | -64,565,000 |
Values with asterisk (*) retrieved from S&P Global.