Christopher P. Litterio
General Counsel, Secretary, and Senior Vice President of Human Resources at UFP TECHNOLOGIES
Executive
About Christopher P. Litterio
Christopher P. Litterio (age 62) serves as General Counsel, Secretary, and Senior Vice President of Human Resources at UFP Technologies; he joined the company in November 2017 after a long legal career specializing in complex business litigation and employment law, including managing partner responsibilities at a Boston law firm . For 2024, UFP’s pay-versus-performance disclosure shows strong alignment with shareholder value creation and operational performance: cumulative TSR value of $492.67 for a fixed $100 investment, net income of $58,981,545, and adjusted operating income of $85,574,421 . His role and compensation structure are tied to company-wide performance metrics (Adjusted Operating Income) and individual objectives defined by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ruberto, Israel & Weiner, PC | Managing Partner | 2005–2017 | Led firm operations; focused on complex business litigation and employment law |
| Ruberto, Israel & Weiner, PC | Chair, Litigation Department | 2000–2005 | Directed litigation practice; specialized in complex commercial matters |
| Ruberto, Israel & Weiner, PC | Attorney (Private Practice) | 1989–2000 | Practiced complex business litigation and employment law |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|---|
| Base Salary ($) | $338,000 | $355,000 | $370,000 | $385,000 (approved Feb 11, 2025) |
| All Other Compensation ($) | $21,915 | $31,517 | $32,250 | — |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Target Bonus % of Salary | 45% | — | Target bonus dollar amount $166,500 |
| Bonus Paid ($) | — | $233,276 | Based on company Adjusted Operating Income and individual objectives |
| Company Metric (AOI) | $66,309,000 target | $75,856,022 actual | Financial component tied to Adjusted Operating Income |
Equity Awards – RSUs (2024 Grants and Earned Outcomes)
| Tranche | Shares (Incremental) | Earned Status | Vesting Schedule |
|---|---|---|---|
| Threshold (time-based only) | 896 | Earned | 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 |
| Target (performance-based AOI at 100%) | 448 | Earned | 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 |
| Exceptional/Maximum (AOI at 115%) | 447 | 96% earned | 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 |
| Grant Date Fair Value (2024 Total) | — | $303,892 | Computed under ASC 718 |
Performance metric for RSU awards: Adjusted Operating Income with thresholds at 100% and 115% of target ($66,309,000 and $76,255,350, respectively), with actual AOI of $75,856,022 leading to Target and 96% of Exceptional earned .
Multi-Year Compensation Summary
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $338,000 | $220,000 | $247,321 | $21,915 | $827,236 |
| 2023 | $355,000 | $273,000 | $253,000 | $31,517 | $912,517 |
| 2024 | $370,000 | $303,892 | $233,276 | $32,250 | $939,418 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of April 11, 2025) | 10,789 shares; less than 1% of class |
| Unvested RSUs at FY2024 year-end | 4,392 units; valued at $1,073,888 at $244.51 closing price |
| FY2024 RSUs Vested (value realized) | 3,333 shares vested on Mar 1, 2024; value realized $722,594 |
| Options Outstanding | None for Litterio at FY2024 year-end |
| Vesting Schedule (from outstanding awards) | 2,394 vested Mar 1, 2025; 1,407 vest Mar 1, 2026; 591 vest Mar 1, 2027 |
| Ownership Guidelines | NEOs must hold ≥1x base salary within 5 years of appointment |
| Hedging/Pledging | Hedging prohibited; pledging and margin accounts prohibited |
| Clawback | Nasdaq-compliant clawback policy adopted |
Employment Terms
- Role and Tenure: General Counsel, Secretary, SVP of HR; joined November 2017 .
- Severance (Change-of-Control related policy): Under the company’s 1993 policy, if terminated other than for cause in connection with a change in control, base salary continuation applies for 4 months plus 1 month per year of service up to 18 months; for Litterio, estimated severance payment $339,167 assuming a Dec 31, 2024 triggering date .
- Equity Acceleration on Change-of-Control: Outstanding stock unit awards become time-vested upon a change in control, subject to performance objectives vesting at threshold/target/maximum as applicable; Litterio’s vested equity value would have been $859,453 at $244.51 per share under a Dec 31, 2024 scenario .
- Deferred Compensation: Executive nonqualified excess plan exists; Litterio had no contributions or balances reported for 2024 .
- Policies supporting alignment and governance: Insider Trading Policy; anti-hedging and anti-pledging; clawback; stock ownership guidelines; independent Compensation Committee .
Compensation Structure vs. Performance Metrics
- Incentive Design: Annual cash bonus and RSUs tied primarily to Adjusted Operating Income, with additional individual objectives (e.g., regulatory, talent development, operational excellence) .
- 2024 Outcomes: Target bonus 45% of salary; actual bonus $233,276; RSUs earned at Target and 96% of Exceptional based on AOI performance versus target ($66,309,000 target, $75,856,022 actual) .
- Pay Governance: No tax gross-ups; anti-hedging/pledging; prohibition on equity repricing and buyouts of underwater options; ownership guidelines; clawback policy .
Vesting Schedules and Insider Selling Pressure
| Date | Shares Vesting (from outstanding awards) | Notes |
|---|---|---|
| Mar 1, 2025 | 2,394 | Portion of 2024 time/performance RSUs |
| Mar 1, 2026 | 1,407 | Remaining tranches subject to time-based vesting (performance already earned for 2024 grants) |
| Mar 1, 2027 | 591 | Final tranche under 2024 grants |
The company prohibits hedging and pledging, reducing structural selling pressure risks; vesting cadence could still create periodic liquidity events absent blackout windows and insider trading policy constraints .
Equity Ownership Alignment and Pledging
- Beneficial ownership of 10,789 shares; less than 1% of outstanding .
- No options outstanding for Litterio at FY2024 year-end; unvested RSUs provide ongoing alignment with multi-year vesting .
- Pledging of company stock is prohibited; margin accounts not allowed .
Employment Contracts, Severance, and Change-of-Control Economics
- Litterio is covered by company-wide severance policy rather than an individual employment agreement; in a change-in-control termination scenario, base salary continuation estimated at $339,167 per company calculations .
- Equity awards accelerate to time-vested on change-in-control, with performance tranches vesting at the applicable levels; estimated vested equity value $859,453 under the Dec 31, 2024 assumption .
Performance & Track Record
| Year | Total Shareholder Return (fixed $100 basis) | Net Income ($) | Adjusted Operating Income ($) |
|---|---|---|---|
| 2024 | $492.67 | $58,981,545 | $85,574,421 |
| 2023 | $346.70 | $44,923,806 | $61,336,342 |
| 2022 | $237.60 | $41,789,243 | $44,463,769 |
Compensation “actually paid” tracked rising TSR and profitability over 2020–2024, consistent with pay-for-performance objectives .
Compensation Committee Analysis and Peer Group
- Independent committee; engaged Aon (2022) and Pearl Meyer (2024) for market assessments .
- 2024 peer group included 19 medtech and life sciences companies (e.g., Avanos, Integer, CONMED, Novanta, Azenta, Inari, TransMedics), reviewed roughly every three years for comparability .
Say-on-Pay & Shareholder Feedback
- Over 90% approval in 2024 advisory vote on executive compensation, supporting program design and outcomes .
Investment Implications
- Pay-for-performance alignment is robust: 2024 bonus and RSU outcomes tied to Adjusted Operating Income targets underscore linkage between executive pay and operating results .
- Selling pressure appears managed through anti-hedging/pledging policies and structured vesting; however, scheduled RSU vesting (Mar 1, 2026 and 2027) could create windows of potential sales subject to trading policies .
- Change-of-control mechanics imply moderate severance and equity acceleration (notably no tax gross-ups), limiting parachute-related dilution risk for non-CEO NEOs; Litterio’s estimated severance and accelerated equity were $339,167 and $859,453 under 2024 assumptions .
- Governance signals (high say-on-pay support, independent committee, clawback, no option repricing) reduce compensation-related risk and favor retention of key executives, with ownership guidelines enhancing alignment .