G. Howard Ember Jr.
TOOTSIE ROLL INDUSTRIESAbout G. Howard Ember Jr.
G. Howard Ember Jr. serves as Vice President/Finance and is the company’s principal financial officer; he is also identified as Vice President Finance and Chief Financial Officer in SEC signature blocks . He is 72 years old as of the 2024 Form 10‑K executive officer table . TR’s executive pay emphasizes cash salary, annual discretionary bonuses (MIP), and deferred cash awards (CAP/EBP/SSP); the board ties payouts to net earnings, EPS, sales growth, and net margin, with 2024 adjusted net earnings at $97.837 million, EPS $1.37, net product sales $715.530 million, and net margin at 13.7% . Company TSR for a $100 investment measured to year‑end 2024 was 116 vs. 111 for the peer group .
Past Roles
| Organization | Role | Years (documented) | Strategic Impact |
|---|---|---|---|
| Tootsie Roll Industries, Inc. | Vice President/Finance | 2013–2025 (documented in filings) | Principal financial officer overseeing finance for a controlled-company structure |
| Tootsie Roll Industries, Inc. | Vice President Finance and Chief Financial Officer | 2025 (SEC signature usage) | CFO designation; signs SEC reports and 8‑K on behalf of company |
External Roles
- No external board roles or other public-company directorships disclosed in the reviewed filings .
Fixed Compensation
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $999,000 | $999,000 | $999,000 |
| Actual Annual Bonus (MIP) | $433,100 | $525,000 | $556,500 |
Notes:
- Salaries for named executive officers are capped at $999,000; 2024/2025 increases applied to other roles but not to the CFO given the cap .
Performance Compensation
| Incentive Component | 2022 | 2023 | 2024 | Vesting / Terms |
|---|---|---|---|---|
| Career Achievement Plan (CAP) Award ($) | $572,924 (in All Other comp) | $684,154 (in All Other comp) | $546,800 | Each annual CAP award vests 20% per year over five years; full vesting at age 65; accelerated on death/disability/retirement after 65; payout requires non‑compete/non‑solicit; immediate lump sum payable upon change in control |
| Excess Benefit Plan (EBP) Company Contribution ($) | $— (component in All Other) | $— (component in All Other) | $162,702 | Restores qualified plan limits; distributions per pre/post‑2005 rules; fully vested; separation required for payout |
| Profit Sharing/Defined Contribution Plans ($) | $38,000 | $38,000 | $38,000 | Company paid; standard employee benefits |
Performance Metrics Used for MIP/CAP (no fixed weights; discretionary):
| Metric | 2022 Actual | 2023 Actual | 2024 Actual |
|---|---|---|---|
| Net Product Sales ($000s) | $681,440 | $763,252 | $715,530 |
| Net Earnings ($000s) | $75,892 | $91,886 | $97,837 (excl. non‑recurring deferred tax asset write‑off) |
| EPS ($/share) | $1.04 | $1.28 | $1.37 (excl. non‑recurring) |
| Net Earnings as % of Sales | 11.1% | 12.0% | 13.7% |
| TSR ($100 Investment Value) | 141 | 114 | 116 |
Notes:
- MIP and CAP determinations rely on net earnings/EPS, sales growth (core brands and total), net margin, cost savings/operations, acquisition execution, and other strategic objectives; 2024 net earnings/EPS increases were predominant factors for bonus awards .
- TR does not grant equity-based awards (options/RSUs/PSUs) to named executive officers .
Equity Ownership & Alignment
| Holder | Common Shares (Direct) | Common Shares (Indirect) | Class B Shares | Ownership % |
|---|---|---|---|---|
| G. Howard Ember Jr. | 19,117 | 7,829 (children’s trust; voting control) | — | <1% |
Additional alignment/controls:
- Insider Trading Policy disclosed (filed as an 8‑K exhibit on March 27, 2025) .
- Anti‑Hedging Policy prohibits directors/executives from engaging in derivative or hedging transactions on TR equity .
- No disclosure indicating any shares pledged as collateral was found in reviewed materials .
- Stock ownership guidelines and compliance status are not disclosed in the reviewed filings .
Deferred Compensation Balances (12/31/2024):
| Plan | Company Contribution in 2024 ($) | Aggregate Earnings in 2024 ($) | Withdrawals/Distributions in 2024 ($) | Balance at 12/31/2024 ($) |
|---|---|---|---|---|
| EBP | $162,702 | $1,952,606 | $6,000 | $10,157,679 |
| CAP | $546,800 | $548,375 | $18,000 | $12,528,883 |
| SSP | $— | $23,168 | $118,000 | $3,443 |
Employment Terms
| Provision | Ember Terms |
|---|---|
| Employment Agreement | None; no individual employment/severance agreement outside change‑in‑control program . |
| Change‑in‑Control (CIC) Agreement | Double trigger: severance if terminated without cause or for good reason within two years after CIC . |
| CIC Cash Severance | Lump sum equal to: pro‑rata bonus (higher of last year or 3‑yr average), 3x base salary, plus 3x higher of last year’s bonus or 3‑yr average; illustrative estimate for 12/31/2024: $5,100,000 . |
| Welfare Benefits Continuation | 3 years of health, life, disability at company cost; estimated $63,100 . |
| Vesting on Plans | Vesting and payout of unvested accrued benefits under pension, profit sharing, EBP; CAP pays maximum award; CAP becomes immediately payable in lump sum at CIC . |
| Tax Gross‑Up | Excise tax gross‑up for Section 4999 20% tax; estimated $1,966,400 at 12/31/2024 . |
| Non‑compete/Non‑solicit | Required 1‑year covenant post‑termination to receive CIC benefits; CAP payouts conditioned on non‑compete/non‑solicit . |
| Clawback Policy | Compensation clawback adopted Dec 1, 2023 per NYSE Rule 303A‑14 and Exchange Act Section 10D . |
Compensation Committee Analysis
- Peer group used for benchmarking includes 18 food/snack companies; Compensation Strategies, Inc. determined total compensation for TR executives was at the peer median after market cap adjustment; TR does not target a specific percentile .
- 2023 Say‑on‑Pay approval was ~96.4%; board made no significant program changes following the vote .
Risk Indicators & Red Flags
- CIC gross‑up provisions (shareholder‑unfriendly) persist in legacy agreements with Ember .
- Multi‑employer pension plan exposure (critical and declining status) and potential withdrawal liabilities; special financial assistance received by the plan may alter valuation mechanics; payments limited under statute but risk remains .
- Cocoa/chocolate cost inflation expected to rise further in 2025, pressuring margins and bonus levers .
Investment Implications
- Pay-for-performance: Ember’s annual bonus and CAP awards are discretionary but specifically tied to net earnings/EPS, sales, and net margin; 2024 adjusted net earnings and margin improved versus 2023, supporting bonuses . CIC terms include 3x cash severance and excise tax gross‑up, increasing potential change‑in‑control costs . Ownership alignment is modest (<1%) with anti‑hedging in place and no disclosed pledging; absence of equity grants reduces insider selling pressure but also lowers direct equity alignment . Rising input costs (cocoa) and pension risks could affect future payouts and retention incentives, while the clawback policy strengthens governance .