Stephen P. Green
TOOTSIE ROLL INDUSTRIESAbout Stephen P. Green
Stephen P. Green is Vice President/Manufacturing at Tootsie Roll Industries (ticker: TR), age 66, with more than five years in his current role; education and prior career details are not disclosed in company filings reviewed . Compensation outcomes for executives, including Green, are driven by discretionary assessments under the Management Incentive Plan (MIP) with emphasis on net earnings and EPS, not stock price or TSR; in 2024 the company reported net earnings of $97,819k, EPS of $1.37, net product sales of $715,530k, and net earnings at 13.7% of sales, with net earnings and EPS up 6.4% and 7.0% year over year, respectively . Over the same period, cumulative TSR for a $100 investment was 116 vs. 111 for the Dow Jones US Food Producers peer group in 2024; 114 vs. 120 in 2023 . TR states that TSR is not used in determining MIP or CAP awards; net earnings is the most significant quantitative factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tootsie Roll Industries (TR) | Vice President/Manufacturing | More than 5 years | Not disclosed |
External Roles
No external directorships or roles for Stephen P. Green are disclosed in the filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 645,000 | 672,400 | 700,400 |
| All Other Compensation ($) | 262,261 | 298,411 | 318,999 |
| Total Compensation ($) | 1,114,961 | 1,221,811 | 1,285,399 |
Key fixed/perquisite elements (2024):
- Company contributed $38,000 to qualified defined contribution plans for each NEO; for Green, company contributions were $83,683 to the Excess Benefit Plan (EBP) and $175,000 to the Career Achievement Plan (CAP) . Costs of providing company automobiles applied to executives including Green (amounts not individually itemized) .
Nonqualified deferred compensation status (as of and for FY 2024):
| Plan | Aggregate Earnings in Last FY ($) | Withdrawals/Distributions ($) | Balance at Last FYE ($) |
|---|---|---|---|
| EBP | 281,658 | 3,000 | 2,151,866 |
| CAP | 157,886 | 6,500 | 1,355,956 |
| SSP | 123,917 | 350,000 | 411,389 |
Performance Compensation
MIP structure and assessment:
- Discretionary; no predetermined targets or weightings. Committee assesses: net earnings and EPS; increases in core brand and total sales; net earnings as a % of sales; cost savings/operational improvements; acquisitions execution; and other strategic objectives. Net earnings and EPS were predominant factors for 2024 awards . TSR is not considered in MIP/CAP decisions .
MIP payouts and company performance:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| MIP Bonus Paid to S.P. Green ($) | 207,700 | 251,000 | 266,000 |
| Net Earnings ($000) | 75,892 | 91,912 | 97,819 |
| EPS ($) | — | 1.32 | 1.37 |
| Net Product Sales ($000) | 681,440 | 763,252 | 715,530 |
| Net Earnings as % of Sales (%) | 11.1% | 12.0% | 13.7% |
CAP awards, vesting and treatment:
- Awards are discretionary fixed-dollar credits to unfunded accounts, intended to incentivize long-term goals and retention; vest 20% annually over five years until age 65, at which point participants become fully vested in all awards provided continuous employment. Distributions (other than death) are subject to a non-competition and non-solicitation agreement .
- Given Green’s age of 66 in the 2024 10-K, CAP awards are fully vested provided continuous employment, per plan terms .
CAP contributions for Green:
| Metric | 2023 | 2024 |
|---|---|---|
| Company Contributions to CAP ($) | 165,000 | 175,000 |
EBP contributions for Green:
| Metric | 2023 | 2024 |
|---|---|---|
| Company Contributions to EBP ($) | 75,914 | 83,683 |
Notes:
- TR has no stock-based compensation (no RSUs/PSUs/options); “Compensation Actually Paid” equals the Summary Compensation Table totals because there are no equity grants or defined benefit plans .
- Independent compensation consultant studies are considered for comparative levels; base salary increases for certain executives were calibrated to budget and capped company-wide (CEO and CFO base salaries limited to $999,000) .
Equity Ownership & Alignment
| Metric | Mar 6, 2024 | Mar 5, 2025 |
|---|---|---|
| Common Shares Beneficially Owned (#) | 2,873 | 2,872 |
| Class B Shares Beneficially Owned (#) | — | — |
| Ownership as % of Outstanding | <1% | <1% |
Additional alignment/controls:
- Anti-Hedging Policy prohibits directors and executive officers from engaging in derivative transactions designed to hedge or offset declines in company stock value .
- Insider Trading Policy is adopted and filed via 8-K; pledging restrictions are not specifically disclosed in the reviewed sections .
Insider selling pressure:
- With no stock-based awards and no options outstanding for executives, typical vest-related selling pressure is absent; deferred plans (CAP/EBP/SSP) are cash/deferred account-based rather than equity grants .
Employment Terms
Change-in-control (CiC) agreements:
- TR maintains CiC agreements with G. Howard Ember and Barry P. Bowen; Green is not listed with a CiC agreement and shows no severance, welfare continuation, or tax gross-up estimates in the CiC table .
CiC severance estimate table (as of 12/31/2024):
| Executive | Aggregate Severance Pay ($) | Welfare Benefit Continuation ($) | Tax Gross-Up ($) |
|---|---|---|---|
| Stephen P. Green | — | — | — |
Non-compete / non-solicit:
- To receive CiC benefits (for those with agreements), executives must enter into a non-competition and non-solicitation covenant applicable for one year following termination .
- CAP distributions (other than death) are contingent on entering into a non-competition and non-solicitation agreement .
Definition of change in control and gross-up mechanics:
- CiC includes specified ownership, board composition, and transaction tests with family voting power thresholds; agreements provide for severance and benefit continuation, and tax gross-up calculations consider IRC Section 4999 mechanics (20% excise tax), with potential reductions for reasonable compensation tied to non-compete obligations .
Investment Implications
- Cash-heavy, discretionary pay-for-performance: Green’s incentive mix is entirely cash/deferred (MIP, CAP, EBP/SSP), with MIP awards keyed to net earnings/EPS improvements and CAP credits determined by long-term performance assessment—this ties pay to profitability while avoiding equity dilution, but lacks transparent targets/weightings .
- Minimal insider selling pressure and limited equity alignment: Absence of RSUs/options eliminates vest/exercise selling signals; Green’s share ownership is de minimis (<1%), limiting skin-in-the-game alignment and signaling potential for lower direct exposure to share price outcomes .
- Retention dynamics: CAP vesting fully at age 65 combined with non-compete gating of distributions supports retention and post-employment protections; given Green’s age 66, awards are fully vested provided continuous employment, likely reducing forfeiture risk and stabilizing retention economics .
- Governance safeguards: Anti-hedging policy improves alignment by prohibiting downside hedging; lack of CiC agreement for Green eliminates gross-up exposure and large severance multipliers, but also provides less downside protection in a change-in-control scenario compared to CFO/Treasurer .
- Performance signal: Company net earnings and EPS rose in 2024 while TSR modestly outperformed the peer grouping; with incentives focused on net earnings rather than TSR, continued profitability improvements are the key driver of bonus outcomes, a relevant trading signal around earnings cadence and margin trends .