Barry P. Bowen
TOOTSIE ROLL INDUSTRIESAbout Barry P. Bowen
Treasurer and Assistant Secretary of Tootsie Roll Industries (TR); listed among named executive officers and signs company proxy materials as Assistant Secretary . TR discloses no age, education, or biography for Bowen; a 1997 change‑in‑control agreement indicates long service as a key officer . Company performance metrics used to determine executive incentives in 2024 included Net Earnings ($97.837M), EPS ($1.37), Net Product Sales ($715.530M), and Net Earnings Margin (13.7%) . Over 2020–2024, cumulative TSR ranged from 91 to 141 (base $100), with 2024 at 116 and peer group at 111 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tootsie Roll Industries | Treasurer; Assistant Secretary | Not disclosed | Officer role responsible for finance/treasury; signs corporate proxy materials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or roles disclosed for Bowen in company filings |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 698,000 | 727,700 | 757,200 |
| Annual Bonus under MIP ($) | 226,600 | 274,000 | 290,500 |
All Other Compensation detail (2024):
- Company retirement plan contribution: $38,000
- Excess Benefit Plan (EBP) company contribution: $94,696
- Career Achievement Plan (CAP) award credit: $200,500
Performance Compensation
Management Incentive Plan (MIP) – Discretionary, factors-based
| Metric | Target | Actual (2024) | Payout Basis | Vesting |
|---|---|---|---|---|
| Net Earnings | Not preset | $97,837,000 | Predominant factor for bonuses | Cash bonus; paid when awarded |
| EPS | Not preset | $1.37 | Considered by Committee | Cash bonus; paid when awarded |
| Net Product Sales | Not preset | $715,530,000 | Considered | Cash bonus; paid when awarded |
| Net Earnings as % of Sales | Not preset | 13.7% | Considered | Cash bonus; paid when awarded |
| Cost savings & operations | Not preset | Qualitative | Considered | — |
| Acquisitions integration | Not preset | Qualitative | Considered | — |
Notes:
- MIP payouts are discretionary; no fixed targets/weights; salary cap at $999k pushes more comp to MIP/CAP .
Career Achievement Plan (CAP) – Deferred cash awards
| Item | Bowen (2024) |
|---|---|
| Annual CAP award credited | $200,500 |
| Vesting schedule | 20% per year over 5 years; fully vested at age 65; accelerated on death/disability/retirement after 65 |
| Investment options | Diversified mutual funds, Moody’s bond index, or up to 10,000 shares of TR common (notional) |
| Distribution conditions | Payable only upon eligible termination or change in control; payments require non‑compete and non‑solicit; forfeiture for cause |
| 2024 CAP earnings (notional) | $227,509 |
| CAP balance at 12/31/2024 | $5,271,370 |
Excess Benefit Plan (EBP) – Deferred retirement restoration
| Item | Bowen (2024) |
|---|---|
| Company contribution | $94,696 |
| Vesting | Fully vested |
| Earnings (2024) | $1,160,843 |
| Balance at 12/31/2024 | $5,850,510 |
| Distribution | Generally upon separation from service (post‑2004 amounts); pre‑2005 governed by plan rules |
Clawback & Policies:
- Compensation Clawback Policy adopted Dec 1, 2023 per NYSE Rule 303A‑14 and Exchange Act §10D
- Anti‑Hedging Policy prohibits directors/executives from derivatives/hedging in TR equity
- Insider Trading Policy applicable and filed as 8‑K exhibit (Mar 27, 2025)
Equity Ownership & Alignment
| Holder | Common Shares (Direct) | Class B Shares (Direct) | Indirect | Ownership % |
|---|---|---|---|---|
| Barry P. Bowen | — | — | — | <1% |
- TR does not grant stock options, SARs, restricted stock, or other equity-based compensation to executives; incentives are cash/deferred only .
- Anti‑hedging in place; pledging policy not disclosed; no pledging reported for Bowen .
- Stock ownership guidelines not disclosed in filings .
Employment Terms
- No employment agreements or severance agreements for named executives; exception: legacy change‑in‑control agreements for Ember and Bowen .
- Change‑in‑Control (CIC) agreement (double trigger within two years post‑CIC): lump sum severance of 3× base salary + 3× higher of last fiscal year bonus or 3‑year average bonus; pro‑rata bonus for year of termination; three years of health/life/disability benefits; vesting of EBP/CAP; one‑year non‑compete/non‑solicit required .
CIC payment estimate if terminated without cause immediately after a CIC on 12/31/2024:
| Executive | Aggregate Severance Pay | Welfare Benefits Continuation | Tax Gross‑Up |
|---|---|---|---|
| Barry P. Bowen | $3,278,900 | $63,100 | $1,394,700 |
- CIC definition includes ≥35% voting power acquisition (subject to Gordon family threshold), board composition changes, major transactions not meeting continuity tests, liquidation/sale .
Performance & Track Record
Company performance (used in pay decisions):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Product Sales ($000s) | 681,440 | 763,252 | 715,530 |
| Net Earnings ($000s) | 75,892 | 91,886 | 97,819 |
| Net Earnings % of Sales | 11.1% | 12.0% | 13.7% |
| Cumulative TSR (Base $100) | 141 | 114 | 116 |
Supplemental fundamentals (S&P Global):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 686,970,000 * | 769,365,000 * | 723,217,000 * |
| EBITDA ($) | 128,423,000* | 135,504,000* | 134,841,000* |
| EBITDA Margin (%) | 18.6941* | 17.6124* | 18.6446* |
| Net Income ($) | 75,937,000 * | 91,912,000 * | 86,827,000 * |
Values retrieved from S&P Global.*
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation oversight: Board determines executive compensation; independent Compensation Committee administers MIP; consultant (Compensation Strategies, Inc.) supports market analysis; total compensation at median (adjusted for market cap) in late 2023 .
- Compensation peer group: 18 food/snack/beverage companies; revenues $341M–$19.9B; market caps $64M–$33.8B (as of Feb 28, 2025) .
- 2023 say‑on‑pay approval: ~96.4% in favor; no major program changes as a result .
Risk Indicators & Red Flags
- Tax gross‑up under §4999 in CIC agreements (shareholder‑unfriendly; potential non‑deductible) .
- Controlled company status (Gordon family >50% voting power) affecting governance structures .
- No equity ownership by Treasurer (<1% stake), limiting direct alignment via stock exposure .
- Strong anti‑hedging and insider trading policies; Dodd‑Frank clawback adopted .
Investment Implications
- Pay-for-performance alignment hinges on Net Earnings, EPS, margin, and sales growth via discretionary MIP/CAP rather than equity; this limits forced‑selling pressure and reduces equity‑based alignment, especially given Bowen’s zero disclosed share ownership .
- Bowen’s CIC protection is generous (3× salary and bonus, pro‑rata bonus, benefits, vesting, and tax gross‑up), implying low retention risk in a transaction but higher change‑in‑control cash costs; double‑trigger structure mitigates stand‑alone payouts absent a termination .
- Deferred balances in EBP/CAP are material (EBP $5.85M; CAP $5.27M), vest fully, and pay on separation/CIC with non‑compete; these represent meaningful deferred incentives and potential future cash outflows but not dilutive equity .
- Company TSR has been mixed; profitability improved (net earnings and margins up in 2024), supporting incentive payouts; monitoring future Net Earnings and margins remains key for bonus outcomes and for assessing pay‑performance linkage .