Kevin C. Donnelly
About Kevin C. Donnelly
Executive Vice President, General Counsel and Corporate Secretary at Tredegar Corporation (TG); age 50; BA University of Richmond and JD University of Virginia; joined Tredegar in 2010 (Assistant GC → Associate GC in 2013 → VP, GC & Corporate Secretary in 2021 → EVP, GC & Corporate Secretary effective January 1, 2025). Compensation and incentives emphasize pay-for-performance tied to Consolidated Adjusted EBITDA and relative TSR, with 2024 Consolidated Adjusted EBITDA at $65.0 million and rTSR gating on performance units . 2024 say-on-pay support was 60% and the company conducted engagement; the Committee attributed low support to stock price and results, maintaining program design in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tredegar Corporation | Assistant General Counsel | 2010–2013 | Supported legal function; foundational company knowledge |
| Tredegar Corporation | Associate General Counsel | 2013–2021 | Advanced responsibilities in corporate/legal oversight |
| Tredegar Corporation | Vice President, General Counsel & Corporate Secretary | 2021–2024 | Led legal, governance and corporate secretary functions |
| Tredegar Corporation | Executive Vice President, General Counsel & Corporate Secretary | 2025–Present | Executive leadership in legal and governance; officer signing authority |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hunton & Williams LLP (now Hunton Andrews Kurth LLP) | Associate | Not disclosed | Corporate and legal training; external perspective brought into TG |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $467,075 | 3% increase vs. 2023 base salary $453,471 |
| Discretionary Bonus | $125,000 | Awarded for significant contributions to Terphane sale completion |
Performance Compensation
Annual Cash Incentive (2024 Cash Incentive Plan)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 70% of plan pool | $51,186k | $64,365k | $77,329k | $65,029k achieved; 105.1% of target | $294,538; 63.05% of base salary |
- Performance objective included achieving at least the minimum EBITDA threshold and completing the Terphane sale; weighted result 100% due to attainment .
- Individual target bonus opportunity for Donnelly: Threshold 30%, Target 60%, Max 120% of base salary .
Long-Term Incentives (Granted December 5, 2024)
| Instrument | Grant Date | Quantity/Value | Performance / Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | 12/5/2024 | 29,600 shares; grant date fair value $226,736 | Vests March 5, 2027; retention holding rules until ownership policy met | Executive stock ownership holding constraints apply |
| Performance Units (cash-settled) | 12/5/2024 | 29,600 units at $7.66 grant date fair value | 2-year cumulative Consolidated Adjusted EBITDA (Threshold 50%, Target 100%, Max 150% of PU value) with 3-year rTSR adjustment: 0 payout if rTSR <25th percentile; +50% uplift if >75th percentile; payable in 2027 | rTSR comparator: Industrial & Materials companies in S&P 600 |
Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Type | Quantity | Exercise Price | Expiration / Vest Date | Market/Payout Value |
|---|---|---|---|---|
| RS – Vested | 17,812 | — | Vested March 14, 2025 | $136,796 |
| RS – Unvested | 28,350 | — | Vests May 11, 2026 | $217,728 |
| RS – Unvested | 29,600 | — | Vests March 5, 2027 | $227,328 |
| Performance Units – Unvested | 29,600 | — | Payable 2027 subject to EBITDA and rTSR | $227,328 market/payout value indicated for equity awards |
| Stock Options – Exercisable | 5,489 | $10.75 | 03/18/2027 | — |
| Stock Options – Exercisable | 461 | $15.25 | 03/18/2027 | — |
| Stock Options – Exercisable | 50,859 | $16.37 | 03/20/2028 | — |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (sole voting/investment power) | 121,215 shares | As of March 1, 2025 |
| Options/SARs (exercisable within 60 days) | 56,809 | As of March 1, 2025 |
| Total Beneficial Ownership | 178,024 | Less than 1% of shares outstanding |
| Stock Ownership Guideline | 2.0x base salary for EVPs | NEOs in compliance as of 12/31/2024 |
| Hedging Policy | Prohibited for directors and officers | Governance Guidelines |
| Pledging Policy | Prohibited without prior N&G Committee approval | Governance Guidelines |
| Pledged Shares | Not disclosed | No pledging disclosures in proxy |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment Agreement | No fixed-term employment agreements | Company-wide policy |
| Change-in-Control Severance (CIC Agreement) | Cash severance = (Annual base salary + Target annual cash incentive) × multiple; Multiple = 2.0 if Qualifying Termination within 6 months prior/12 months prior upon deal execution or within 2 years post-CIC; Multiple = 1.0 otherwise | Double-trigger economics; includes accrued compensation, acceleration of unvested equity and cash LTIs, COBRA; subject to waiver/release |
| Equity Acceleration | RS/Options/SARs vest immediately upon death, disability, change-in-control, or retirement (performance units excepted unless age 65) | Plan-level provisions (2004 & 2018 plans) |
| Clawback | Executive Incentive-Based Compensation Recoupment Policy (adopted 2012, amended Oct 2, 2023) | Applies to incentive comp upon accounting restatement; recovery of excess on pre-tax basis |
| Perquisites | None (no special exec perqs like personal asset use) | Program design |
Compensation Structure vs Performance Metrics
- Program balances short-term (annual cash incentive) and long-term (restricted stock and performance units), explicitly linking awards to Consolidated Adjusted EBITDA and rTSR compared to S&P 600 Industrial & Materials subset .
- Shift away from stock options/SARs since 2021; 2024 long-term equity uses 50% RS/50% Performance Units, with performance units subject to rTSR gating and potential 50% uplift at >75th percentile, reinforcing shareholder alignment .
- 2024 discretionary bonuses ($125,000 to Donnelly) recognized transaction execution (Terphane sale), but annual incentive funding was determined by Consolidated Adjusted EBITDA attainment and strategic objectives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: approximately 60% support; Committee engaged shareholders representing >40% of outstanding shares and attributed lower support to stock price and recent business results; no material changes were made in 2024 program .
- 2025 annual meeting voting results (Proposal 2): 15,302,187 For; 11,384,338 Against; 76,303 Abstentions; approved on a non-binding basis .
Compensation Peer Group & Benchmarking
- Peer group used in 2022 Pearl Meyer study: AdvanSix, Albany International, American Vanguard, Apogee Enterprises, Clearwater Paper, CSW Industrials, Insteel, Janus International, Mativ Holdings, Mayville Engineering, Myers Industries, Glatfelter, Quanex Building Products, Rogers, Standex, TriMas .
- Target positioning: generally near the 50th percentile for base salary, annual, and long-term incentives to attract/retain talent while keeping pay-for-performance alignment .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $761,985,000* | $573,323,000* | $598,025,000 |
| EBITDA ($USD) | $40,729,000* | $22,425,000 | $50,665,000* |
Values retrieved from S&P Global.
- Consolidated Adjusted EBITDA (non-GAAP selected measure in Pay vs Performance): $65.0 million in 2024; $33.5 million in 2023; $90.6 million in 2022 .
Equity Ownership & Alignment — Detail
| Element | Detail |
|---|---|
| Beneficial ownership | 178,024 shares total (121,215 direct; 56,809 options/SARs exercisable within 60 days); <1% of class |
| Unvested RS | 28,350 (vest 5/11/2026); 29,600 (vest 3/5/2027) |
| Performance Units | 29,600 granted; payable 2027 subject to EBITDA and rTSR; potential 0 payout if rTSR <25th percentile; +50% uplift if >75th percentile |
| Options/SARs | 5,489 @ $10.75 exp. 3/18/2027; 461 @ $15.25 exp. 3/18/2027; 50,859 @ $16.37 exp. 3/20/2028 |
| Ownership policy | EVPs must maintain 2.0x base salary; NEOs in compliance at 12/31/2024 |
| Hedging/pledging | Hedging prohibited; pledging prohibited without committee approval |
Employment & Contracts — Detail
| Topic | Disclosure |
|---|---|
| Start date in current role | EVP, GC & Corporate Secretary effective Jan 1, 2025 |
| Contract term & renewal | No fixed-term employment agreements; CIC Agreement applies |
| Severance multiple | 2.0x base + target bonus for qualifying CIC term (within pre/post windows); 1.0x otherwise; includes accrued comp, equity/long-term award acceleration, COBRA; subject to waiver/release |
| Equity acceleration | RS/Options/SARs accelerate upon death, disability, change-in-control, or retirement (performance units excepted unless age 65) |
| Clawback | Amended Oct 2, 2023; applies to incentive-based comp upon restatement; recovery of excess pre-tax |
Board Governance (for context)
- Executive Compensation Committee: Carl E. Tack (Chair), George C. Freeman III, Kenneth R. Newsome, Christine R. Vlahcevic; independent; Pearl Meyer as independent compensation consultant .
- Stock hedging/pledging policies codified in Governance Guidelines .
Related Party Transactions and Risks
- No related person transactions in 2023 or 2024 .
- Section 16(a) compliance was timely in 2024 except a late Form 4 by CEO due to administrative error; no issues disclosed for Donnelly .
- Program has not included options/SARs since 2021, mitigating repricing risk; no tax gross-ups disclosed; clawback policy in force .
Investment Implications
- Alignment: Strong pay-for-performance via EBITDA and rTSR with explicit gating; EVP stock ownership requirement (2x salary) and hedging/pledging restrictions reduce misalignment risk .
- Retention risk: CIC agreement with 2.0x severance (salary+target bonus) around change-in-control and equity acceleration provides stability but could increase turnover probability in strategic transactions; no fixed-term contracts means ongoing performance discipline .
- Potential selling pressure: RS vesting events in 2026 (28,350 shares) and 2027 (29,600 shares) may create supply; retention holding requirements mitigate immediate sales until guideline compliance .
- Program durability: Despite 2024’s 60% say-on-pay, the Committee kept structure intact, citing stock price/results as drivers; 2025 vote approved; continued emphasis on EBITDA and rTSR should link payouts to value creation, but investors should monitor rTSR gate outcomes on 2027 PU payouts .