John M. Steitz
About John M. Steitz
John M. Steitz, 66, has served as President and CEO of Tredegar Corporation since March 2019 and as a director since 2017, bringing extensive operational leadership from the chemicals industry and global commercial experience. Under his tenure, Tredegar completed the sale of Terphane (flexible packaging films) on November 1, 2024, a key strategic objective tied to incentive outcomes . Recent performance context: cumulative value of a $100 investment in Tredegar moved from $79.58 (2021) to $71.95 (2022), $39.45 (2023), and $56.01 (2024); Consolidated Adjusted EBITDA was $98.4mm (2021), $90.6mm (2022), $33.5mm (2023), and $65.0mm (2024); net income was $57.8mm (2021), $29.0mm (2022), ($105.9mm) (2023), and ($64.6mm) (2024) .
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Tredegar value of $100 invested (year-end) | $79.58 | $71.95 | $39.45 | $56.01 |
| Net Income ($mm) | $57.8 | $29.0 | ($105.9) | ($64.6) |
| Consolidated Adjusted EBITDA ($mm) | $98.4 | $90.6 | $33.5 | $65.0 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Addivant Corporation | President & CEO | 2015–2019 | Led a global chemicals additives supplier; brings “extensive operational background in the chemical industry and broad global commercial experience” |
| PQ Corporation | President & COO | Oct 2013–Mar 2015 | Senior operating leadership at a “leading worldwide producer of specialty inorganic performance chemicals and catalysts” |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tredegar Corporation | Director | 2017–Present | Inside director (non‑independent) |
| Innophos Holdings, Inc. | Director | 2008–Feb 2020 | Board service concluded with acquisition by One Rock Capital Partners |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $894,936 | $928,545 | $937,560 |
| Discretionary Bonus | $0 | $0 | $0 (not awarded to CEO) |
| All Other Compensation | $103,199 | $116,376 | $28,970 |
| CEO Pay Ratio | — | 37:1 (FY23) | 39:1 (FY24) |
Notes: 2024 “All Other Compensation” includes retirement savings plan matches/restoration plan contributions ($17,250 + $11,720) . Company policy indicates no special perquisites (e.g., aircraft, cars, executive-only deferred comp), and no option repricings without shareholder approval .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 70% (plan design) | $64.365mm | $65.029mm (101% of target) | Contributed to 100% of salary payout |
| Board‑approved strategic objectives (incl. Terphane sale) | Not disclosed (qualitative) | Completion of objectives | Terphane sale closed Nov 1, 2024; overall result “105.1% of target” | Contributed to 100% of salary payout |
| Total CEO Payout | — | — | — | $937,560 (100% of base) |
2024 consolidated Adjusted EBITDA threshold/target/max for plan funding: $51.186mm / $64.365mm / $77.329mm .
Long‑Term Incentives (granted Dec 5, 2024)
| Award Type | Grant Date | Quantity/Value | Performance Metrics / Vesting | Payout/Timing |
|---|---|---|---|---|
| Restricted Stock | 12/5/2024 | 75,000 shares; grant-date fair value $574,500 | Service-vest March 5, 2027; retention/ownership holding provisions apply | Shares vest 3/5/2027 |
| Performance Units (cash-settled) | 12/5/2024 | 140,144 units; $7.66 fair value per unit | 2‑year cumulative Consolidated Adjusted EBITDA (2024–2025) with preliminary payout at 50/100/150% of target; rTSR modifier vs S&P 600 Industrials & Materials over 2024–2026: +50% if >75th percentile; 0 if <25th percentile | Payable in 2027, subject to metrics |
| Phantom Units (cash) | 3/21/2024; 12/5/2024 | 8,652 ($52,345), 59,229 ($358,335); 65,144 ($499,003) | Replace rescinded excess RSAs vs 75k annual cap; vest: 5/4/2025 (8,652), 5/11/2026 (59,229), 3/6/2027 (65,144) | Cash on vest date FMV |
Performance Unit award opportunity (pre‑modifier): Threshold 50%, Target 100%, Maximum 150% of target value; example maximum outcomes noted (subject to rTSR >75th percentile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 312,544 shares owned; 727,098 options/SARs exercisable within 60 days; total 1,039,642 (3.00% of class as of 3/1/2025) |
| Stock Ownership Guidelines | CEO required to hold 5x base salary; all NEOs compliant as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without Nominating & Governance Committee approval |
| Option Overhang/Status | Major option tranches: 427,275 @ $10.75; 35,909 @ $15.25; 263,914 @ $16.37 (12/31/2024 stock price $7.68, implying these are out‑of‑the‑money) |
| Upcoming Vesting/Settlement | RSAs: 75,000 on 5/4/2025; 75,000 on 5/11/2026; 75,000 on 3/5/2027 . Phantom Units cash-settle on 5/4/2025 (8,652), 5/11/2026 (59,229), 3/6/2027 (65,144) . 2024 Performance Units settle in 2027, metric‑dependent . |
| Deferred/Restoration Plan | SPBR Plan balance $135,191 as of 12/31/2024 |
Implications: With options currently out‑of‑the‑money at year‑end 2024 pricing, near‑term exercise pressure is low; RSAs/phantom unit vestings in 2025–2027 may create scheduled liquidity events (phantom units settle in cash, RSAs could trigger tax‑withholding sales), but not option‑driven selling .
Employment Terms
| Term | Disclosure |
|---|---|
| Role start date / tenure | CEO since March 2019; director since 2017 |
| Employment agreement | No fixed‑term employment agreements; Tredegar does not maintain executive employment contracts as a practice |
| Severance/CIC | No specific CEO CIC severance disclosed; equity under 2004/2018 plans vests on death, disability, change‑in‑control, or retirement (performance units excepted) |
| Illustrative CIC value (12/31/2024) | Restricted stock values upon death/disability/CIC totaled $1,728,000 at $7.68/share for three 75k RSA lines; options shown without intrinsic value at that price |
| Clawback | Executive incentive compensation recoupment policy effective 2012, amended Oct 2, 2023, applies to current/former executive officers upon accounting restatement; recovery on pre‑tax basis |
| Perquisites | No special perquisites (e.g., aircraft, executive‑only deferred plans); no option repricings without shareholder approval |
Board Governance and Director Service
- Structure: Tredegar separates CEO and Chairman roles; the Chairman is independent (Gregory A. Pratt). Board committees (Audit, Executive Compensation, Nominating & Governance) are fully independent; Steitz, as CEO, is not independent and is not listed as a committee member .
- Attendance: The Board held six meetings in 2024; each then‑serving director attended 100% of Board and committee meetings .
- Director compensation: The CEO receives no additional compensation for Board service (non‑employee director retainers apply only to outside directors) .
- Section 16: One late Form 4 filing by Steitz on March 10, 2025 related to a phantom unit grant (administrative error) .
Say‑on‑Pay and Shareholder Feedback
- 2024 say‑on‑pay support: ~60% approval; the Committee attributed low support to dissatisfaction with stock price and recent business results; no material program changes were made during 2024; extensive shareholder outreach (>40% of outstanding) was conducted .
- 2023 say‑on‑pay support: ~92% approval, endorsing the framework at that time .
Compensation Peer Group and Philosophy
- Market positioning: Target opportunities around the 50th percentile of an established peer group; mix emphasizes at‑risk, performance‑based pay (short‑ and long‑term) .
- Peer group (2022 study with Pearl Meyer) included AdvanSix, Albany International, American Vanguard, Apogee Enterprises, Clearwater Paper, CSW Industrials, Insteel Industries, Janus International, Mativ Holdings, Mayville Engineering, Myers Industries, P.H. Glatfelter, Quanex Building Products, Rogers, Standex, TriMas .
Related Party Transactions and Red Flags
- Related party transactions: None in 2023–2024 (as defined by company policy) .
- Hedging/pledging: Prohibited for executives/directors (pledging only with prior committee approval) .
- Option repricing: Not permitted without shareholder approval .
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid at 100% of salary, supported by exceeding Adjusted EBITDA target (101%) and completing the Terphane divestiture; LTI shifts away from options toward RSAs and cash‑settled performance units with EBITDA and rTSR modifiers, balancing retention with performance linkage .
- Ownership alignment and selling pressure: Meaningful beneficial ownership (3.0% of shares outstanding) and guideline compliance (5x salary) indicate alignment; options are out‑of‑the‑money at 12/31/24 prices, reducing exercise‑driven selling, while RSA/phantom unit vesting schedules in 2025–2027 create known, manageable events (phantoms settle in cash) .
- Governance risk mitigants: Independent chair, fully independent key committees, clawback policy, and hedging/pledging prohibitions help mitigate governance risks; one administrative late Form 4 noted .
- Shareholder sentiment watch: The sharp drop in 2024 say‑on‑pay support (to ~60%) signals investor scrutiny; future program calibration and execution on EBITDA/TSR will be critical for restoring support and avoiding compensation‑related overhang .