Ryan Robinson
About Ryan Robinson
Ryan D. Robinson (age 59) is Executive Vice President and Chief Financial Officer of UL Solutions Inc., serving since May 2017; prior roles include CFO and Treasurer positions at Best Buy and CFO/CAO at Sears Hometown and Outlet Stores, with degrees from the University of Notre Dame (B.B.A.) and Northwestern University (M.M.) . In UL Solutions’ first year as a public company (2024), the firm delivered revenue of $2.9B (+7.2% YoY), operating income of $462M (+26% YoY), AOI of $502M vs $498M target (AEIP payout basis), net income of $345M (+25% YoY), diluted EPS of $1.62, and $524M net cash from operations; UL Solutions’ cumulative TSR since IPO reflected $143.88 for a $100 initial investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UL Solutions Inc. | EVP & CFO | 2017–present | Led finance through IPO and follow-on; aligned incentives to profitability and organic growth |
| Sears Hometown & Outlet Stores Inc. | CFO & Chief Administrative Officer | 2014–2017 | Finance leadership at consumer retailer |
| Best Buy Co., Inc. | CFO, Domestic segment | 2007–2012 | Oversaw corporate development, treasury, tax, new business finance |
| Best Buy Co., Inc. | Treasurer | 2002–2007 | Led corporate development, treasury, tax |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| UL Solutions subsidiaries | Director (various) | Current | Board service across subsidiaries |
Fixed Compensation
Multi-year compensation (reported values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 605,000 | 610,000 | 640,000 |
| Stock Awards ($) | — | — | 1,500,014 |
| Option Awards ($) | 360,319 | 274,162 | 1,500,004 |
| Non‑Equity Incentive Plan Compensation ($) | 1,018,655 | 1,168,595 | 1,096,148 |
| All Other Compensation ($) | 77,220 | 74,700 | 59,675 |
| Total ($) | 2,061,194 | 2,127,457 | 4,795,841 |
Notes:
- 2024 base salary rate increased to $650,000 effective April 1, 2024; Summary Compensation reflects actual paid of $640,000 .
- 2024 perquisites included $18,000 executive allowance and $41,675 company retirement contributions (total “All Other” $59,675) .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout / Shares | Vesting |
|---|---|---|---|---|---|---|
| AEIP (2024) | Adjusted Operating Income (AOI) – Company | 100% (CFO) | $498M AOI; Threshold $473M; Max $588M | $502M AOI | 104.6% of target; Robinson award $611,910 | Cash, paid post-year |
| PSUs (2024–2026) | 3-yr cumulative Organic Revenue (50%); 3-yr cumulative Operating Income (50%) | 67% of annual LTIP | 7,174 target shares (CFO); range 0–200% | Performance period in progress | Earned at 0–200% of target | 3-year cliff; dividend equivalents; settle in Class A shares |
| RSUs (2024 grant) | Time-based | 33% of annual LTIP | 14,346 RSUs (CFO) | N/A | N/A | Vest 1/3 on each May 1, 2025/2026/2027; dividend equivalents |
| IPO Growth NSOs (2024 grant) | Stock options | Special one-time | 191,327 options @ $28.00 (CFO) | N/A | N/A | Cliff vest on Apr 12, 2027; expire Apr 12, 2034 |
| Pre‑IPO Performance Cash (2012–2024 cycle paid in 2025) | 2022–2024 Cumulative Revenue (33⅓%); Cumulative Net Income (66⅔%) | N/A | Revenue: $8,544M target; Net income: $1,057M target | Revenue $8,416M (63%); Net income $1,023M (73%); Weighted 69.8% | Robinson payout $484,238 (settled in shares; vested 4/1/2025) | Vests at end of period; share settlement post-IPO |
Updates:
- AEIP 2025 metrics changed: adjusted EBITDA (75%) and revenue (25%), with segment weighting for segment leaders; CFO remains Company-wide metrics .
Equity Ownership & Alignment
Ownership snapshot and award overhang:
| Item | Detail |
|---|---|
| Beneficial ownership | 119,085 Class A shares; includes 4,829 RSUs vesting within 60 days after Mar 26, 2025; excludes SARs/NSOs and performance cash to-be-settled shares; ownership <1% of outstanding |
| Hedging/pledging | Prohibited for directors, Section 16 officers, employees, and controlled entities |
| Stock ownership guideline (CFO) | Minimum 3× base salary; 50% post‑vest retention until compliant; as of Dec 31, 2024, all NEOs satisfy or comply via retention |
| Deferred compensation | Company contribution $11,200 in 2024; aggregate balance $98,912 at FYE |
Outstanding awards and vesting:
| Award | Quantity | Price/Strike | Expiration | Vesting | Value/Notes |
|---|---|---|---|---|---|
| SARs (exercisable) | 31,810 @ $13.15 (grant 1/1/2021) | $13.15 | 4/1/2025 | Vested | — |
| SARs (unexercisable) | 27,984 @ $30.06 (grant 4/1/2022) | $30.06 | 4/1/2027 | 36‑month vest | — |
| SARs (unexercisable) | 35,104 @ $28.34 (grant 4/1/2023) | $28.34 | 4/1/2028 | 36‑month vest | — |
| NSOs (IPO Growth) | 191,327 @ $28.00 (grant 4/12/2024) | $28.00 | 4/12/2034 | Cliff vest 4/12/2027 | — |
| RSUs (unvested) | 14,459 incl. dividend equivalents | — | — | 1/3 on 5/1/2025, 2026, 2027 | $721,215 at $49.88 close on 12/31/2024 |
| PSUs (target unvested) | 28,923 incl. dividend equivalents (target) | — | — | 3‑year cliff at end of performance period | $1,442,679 at $49.88 close on 12/31/2024 (target) |
Insider exercise activity:
- 2024 SAR/CSAR exercises: Robinson exercised 90,582 SARs; value realized $3,779,987 (settled in Class A shares) .
Change‑in‑control value indications (acceleration):
- Estimated NSO in‑the‑money value upon double‑trigger CiC termination: $4,186,235 (indicative based on 12/31/2024 close and plan terms) .
Employment Terms
| Provision | Outside CiC (termination without Cause) | Within 24 months of CiC (termination without Cause or resignation for Good Reason) |
|---|---|---|
| Cash severance | 1.0× base salary + target AEIP (Tier 2); paid in installments over 12 months | 1.25× base salary + target AEIP (Tier 2); paid in lump sum |
| AEIP for year of termination | Pro‑rata based on performance; timing consistent with active employees | Pro‑rata based on performance; timing consistent with active employees |
| Health & welfare continuation | Active employee rates up to earlier of 12 months or COBRA period (≤18 months) | Active employee rates up to earlier of 15 months or COBRA period (≤18 months) |
| Outplacement | Senior-level executive outplacement during severance period | Senior-level executive outplacement during severance period |
| Equity treatment | No special treatment; standard death/disability/retirement exceptions apply | Double‑trigger: SARs/Performance Cash fully vest; PSUs convert to RSUs (target or actual depending on timing) and continue vest; RSUs continue vest; NSOs accelerate if not assumed or vest upon qualifying termination if assumed |
| Clawback | 3‑year lookback for material restatement events; discretionary recovery for inaccurate metrics, risk policy violations, material harm, or fraud | |
| Restrictions | Non‑compete, non‑solicit, and other restrictive covenants required to receive benefits (plan acceptance) | |
| Hedging/pledging | Prohibited by Insider Trading Policy | |
| Tax gross‑ups | None; parachute payments reduced only if net after‑tax is higher post‑reduction (no 4999 gross‑up) |
Compensation Structure vs Performance Metrics
- AEIP tied fully to Company AOI for CFO; 2024 AOI beat target modestly (104.6% payout), aligning cash incentives to core profitability .
- Long‑term equity emphasizes organic revenue and operating income (50/50) over 3 years with 0–200% leverage; RSUs support retention; one‑time IPO NSOs align with post‑IPO value creation .
Vesting Schedules and Potential Selling Pressure
- RSUs vest: May 1, 2025/2026/2027 (14,346 granted; 14,459 outstanding incl. dividend equivalents) .
- PSUs cliff vest at end of 2026 performance period (28,923 target incl. dividend equivalents outstanding) .
- NSOs cliff vest Apr 12, 2027 (191,327 @ $28); expire Apr 12, 2034 .
- 2024 SAR exercises of 90,582 indicate realized value and potential liquidity events; future vesting (RSUs/PSUs/NSOs) may add to sellable supply subject to ownership guidelines and blackout policies .
Equity Ownership & Pledging
- Beneficial ownership 119,085 shares (<1%) with 4,829 RSUs vesting within 60 days; no pledging permitted; hedging and short sales prohibited .
- CFO stock ownership guideline 3× salary; NEOs (including CFO) compliant or adhering to 50% retention until compliant as of 12/31/2024 .
Employment Contracts, Severance, and Change‑of‑Control Economics
- Executive Severance Plan governs CFO severance; Tier 2 multiples (1.0× outside CiC; 1.25× within CiC), pro‑rata AEIP, health continuation, outplacement; equity double‑trigger vesting in CiC .
- No individual CFO employment agreement disclosed beyond plan acceptance; clawback and trading policies apply .
Performance & Track Record
- UL Solutions 2024: revenue $2.9B (+7.2% YoY), operating income $462M (+26% YoY), AOI $502M, net income $345M (+25% YoY), diluted EPS $1.62, net cash from operations $524M—supporting pay‑for‑performance alignment in AEIP and LTIP for the CFO .
- Pay‑versus‑performance disclosure shows CAP and TSR context; cumulative TSR of $143.88 for $100 investment since IPO .
Investment Implications
- Alignment: CFO incentives are leveraged to AOI, organic revenue, and operating income with meaningful equity exposure (PSUs/RSUs/NSOs), stock ownership guidelines, and strict no‑hedging/pledging—supporting shareholder alignment .
- Supply dynamics: Upcoming RSU tranches (2025–2027), PSU cliff (2026), and 2027 NSO vesting could create episodic selling pressure; 2024 SAR exercises indicate realized monetization, though ongoing guideline retention mitigates overhang .
- Protection economics: Tier‑2 severance multiples (1.0×/1.25×) and double‑trigger equity treatment are moderate; absence of tax gross‑ups and robust clawback reduce governance risk .
- Performance cadence: Shift to adjusted EBITDA and revenue in 2025 AEIP increases sensitivity to near‑term profitability and top‑line growth—heightening variable pay responsiveness and potential trading signals around quarterly beats/misses .