Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure - USD ($)
4 Months Ended 8 Months Ended 12 Months Ended
Apr. 24, 2022
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Pay-versus-Performance

Year
Summary
Compensation
Table Total for
First PEO(1)
Summary
Compensation
Table Total for
Second PEO(2)
Compensation
Actually Paid to
First PEO(1)(6)
Compensation
Actually Paid to
Second PEO(2)(6)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(3)(6)
Value of Initial Fixed $100
Investment Based On: (4)
Net
Income
(Dollars in
thousands)


Adjusted EBITDA
(Dollars in
thousands)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return(5)
2022
$8,958,314
$4,378,660
($306,892)
$3,755,040
$2,232,721
$1,293,593
$81
$128
$69,800
$276,800
2021
$8,953,055
N/A
$7,292,777
N/A
$2,421,693
$2,056,217
$89
$141
$1,800
$227,600
2020
$5,580,953
N/A
$5,124,015
N/A
$1,926,164
$1,748,569
$93
$111
$54,300
$192,600
(1)
The Principal Executive Officer (“PEO”) for 2020, 2021, and 2022, referenced as “First PEO”, was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022).
(2)
The PEO for 2022, referenced as “Second PEO”, was Kurt J. Bitting, Chief Executive Officer (effective as of April 25, 2022).
(3)
The non-PEO Named Executive Officers (“NEOs”) for 2022 and their respective titles during such year were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; Paul Whittleston, Vice President – Strategy and Business Development; and Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies (who resigned effective November 29, 2022). The non-PEO NEOs for 2021 and their respective titles during such year were Thomas Schneberger, Vice President and President — Catalyst Technologies; Kurt Bitting, Vice President and President — Ecoservices; Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President — Performance Chemicals (whose employment terminated on August 2, 2021 in connection with the sale of the Performance Chemicals business); and Michael Crews, Executive Vice President and Chief Financial Officer (who retired from the Company effective September 30, 2021). The non-PEO NEOs for 2020 and their respective titles during such year were Michael Crews, Executive Vice President and Chief Financial Officer; Ray Kolberg, Vice President and President — Catalysts (who resigned effective March 15, 2021); Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President, Performance Chemicals; and Scott Randolph, Vice President and President, Performance Materials (whose employment terminated on December 14, 2020 in connection with the sale of the Performance Materials business).
(4)
For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. TSR and peer group TSR has been calculated based on a fixed investment of one hundred dollars at the measurement point.
(5)
The peer group used in this calculation is defined as the “2023 Compensation Peer Group” on page 38. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated.
(6)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
Year
Summary Compensation
Table Total for First PEO
Exclusion of Stock Awards and
Option Awards for First PEO
Inclusion of Equity
Values for First PEO
Compensation Actually
Paid to First PEO(1)
(a)
(b)
(c)
(d)
2022
$8,958,314
($5,869,774)
($3,395,432)
($306,892)
2021
$8,953,055
($6,000,007)
$4,339,729
$7,292,777
2020
$5,580,953
($3,999,998)
$3,543,060
$5,124,015
Year
Summary Compensation
Table Total for Second PEO
Exclusion of Stock Awards and
Option Awards for Second PEO
Inclusion of Equity
Values for Second PEO
Compensation Actually
Paid to Second PEO(1)
(a)
(b)
(c)
(d)
2022
$4,378,660
($2,670,440)
$2,046,819
$3,755,040
Year
Average Summary
Compensation Table Total
for Non-PEO NEOs
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
Average Inclusion of
Equity Values for
Non-PEO NEOs
Average Compensation
Actually Paid to
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
2022
$2,232,721
($1,498,620)
$559,493
$1,293,593
2021
$2,421,693
($1,333,333)
$967,858
$2,056,217
2020
$1,926,164
($930,005)
$752,409
$1,748,569
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
First PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
Total Inclusion
of Equity Values
for First PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$52,192
($254,446)
$34,177
($3,227,355)
($3,395,432)
2021
$5,150,840
($858,578)
$47,466
$4,339,729
2020
$4,202,039
($196,873)
($462,107)
$3,543,060
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
Total Inclusion
of Equity Values
for Second PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$2,199,740
($159,076)
$6,156
$2,046,819
Year
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non- PEO NEOs
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
Average Value
of Dividends
or Other Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
Total Average
Inclusion of
Equity Values for
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$811,571
($51,158)
$840
($201,761)
$559,493
2021
$1,109,321
($148,209)
$6,746
$967,858
2020
$969,619
($42,613)
($174,596)
$752,409
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g).
   
Company Selected Measure Name     Adjusted EBITDA    
Named Executive Officers, Footnote [Text Block]    
(3)
The non-PEO Named Executive Officers (“NEOs”) for 2022 and their respective titles during such year were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; Paul Whittleston, Vice President – Strategy and Business Development; and Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies (who resigned effective November 29, 2022). The non-PEO NEOs for 2021 and their respective titles during such year were Thomas Schneberger, Vice President and President — Catalyst Technologies; Kurt Bitting, Vice President and President — Ecoservices; Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President — Performance Chemicals (whose employment terminated on August 2, 2021 in connection with the sale of the Performance Chemicals business); and Michael Crews, Executive Vice President and Chief Financial Officer (who retired from the Company effective September 30, 2021). The non-PEO NEOs for 2020 and their respective titles during such year were Michael Crews, Executive Vice President and Chief Financial Officer; Ray Kolberg, Vice President and President — Catalysts (who resigned effective March 15, 2021); Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President, Performance Chemicals; and Scott Randolph, Vice President and President, Performance Materials (whose employment terminated on December 14, 2020 in connection with the sale of the Performance Materials business).
   
Peer Group Issuers, Footnote [Text Block]    
(5)
The peer group used in this calculation is defined as the “2023 Compensation Peer Group” on page 38. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated.
   
Adjustment To PEO Compensation, Footnote [Text Block]    
(6)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
Year
Summary Compensation
Table Total for First PEO
Exclusion of Stock Awards and
Option Awards for First PEO
Inclusion of Equity
Values for First PEO
Compensation Actually
Paid to First PEO(1)
(a)
(b)
(c)
(d)
2022
$8,958,314
($5,869,774)
($3,395,432)
($306,892)
2021
$8,953,055
($6,000,007)
$4,339,729
$7,292,777
2020
$5,580,953
($3,999,998)
$3,543,060
$5,124,015
Year
Summary Compensation
Table Total for Second PEO
Exclusion of Stock Awards and
Option Awards for Second PEO
Inclusion of Equity
Values for Second PEO
Compensation Actually
Paid to Second PEO(1)
(a)
(b)
(c)
(d)
2022
$4,378,660
($2,670,440)
$2,046,819
$3,755,040
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
First PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
Total Inclusion
of Equity Values
for First PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$52,192
($254,446)
$34,177
($3,227,355)
($3,395,432)
2021
$5,150,840
($858,578)
$47,466
$4,339,729
2020
$4,202,039
($196,873)
($462,107)
$3,543,060
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
Total Inclusion
of Equity Values
for Second PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$2,199,740
($159,076)
$6,156
$2,046,819
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g).
   
Non-PEO NEO Average Total Compensation Amount     $ 2,232,721 $ 2,421,693 $ 1,926,164
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,293,593 2,056,217 1,748,569
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
(6)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
Year
Average Summary
Compensation Table Total
for Non-PEO NEOs
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
Average Inclusion of
Equity Values for
Non-PEO NEOs
Average Compensation
Actually Paid to
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
2022
$2,232,721
($1,498,620)
$559,493
$1,293,593
2021
$2,421,693
($1,333,333)
$967,858
$2,056,217
2020
$1,926,164
($930,005)
$752,409
$1,748,569
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non- PEO NEOs
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
Average Value
of Dividends
or Other Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
Total Average
Inclusion of
Equity Values for
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$811,571
($51,158)
$840
($201,761)
$559,493
2021
$1,109,321
($148,209)
$6,746
$967,858
2020
$969,619
($42,613)
($174,596)
$752,409
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g).
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
graphic
* Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends.
   
Compensation Actually Paid vs. Net Income [Text Block]    
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]    
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]    
graphic
* Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends.
   
Tabular List [Table Text Block]    
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2022 to Company performance.

Financial Performance Measures
Adjusted EBITDA
Adjusted Free Cash Flow
TSR
   
Total Shareholder Return Amount     $ 81 89 93
Peer Group Total Shareholder Return Amount     128 141 111
Net Income (Loss)     $ 69,800,000 $ 1,800,000 $ 54,300,000
Company Selected Measure Amount     276,800,000 227,600,000 192,600,000
PEO Name Belgacem Chariag Kurt J. Bitting   Belgacem Chariag Belgacem Chariag
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name     Adjusted EBITDA    
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name     Adjusted Free Cash Flow    
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name     TSR    
Belgacem Chariag [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     $ 8,958,314 $ 8,953,055 $ 5,580,953
PEO Actually Paid Compensation Amount     (306,892) 7,292,777 5,124,015
Kurt J. Bitting [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     4,378,660    
PEO Actually Paid Compensation Amount     3,755,040    
PEO [Member] | Belgacem Chariag [Member] | Exclusion of Stock Awards and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (5,869,774) (6,000,007) (3,999,998)
PEO [Member] | Belgacem Chariag [Member] | Inclusion of Equity Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (3,395,432) 4,339,729 3,543,060
PEO [Member] | Belgacem Chariag [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     52,192 5,150,840 4,202,039
PEO [Member] | Belgacem Chariag [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (254,446) (858,578) (196,873)
PEO [Member] | Belgacem Chariag [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
PEO [Member] | Belgacem Chariag [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     34,177 47,466 (462,107)
PEO [Member] | Belgacem Chariag [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (3,227,355) 0 0
PEO [Member] | Belgacem Chariag [Member] | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
PEO [Member] | Kurt J. Bitting [Member] | Exclusion of Stock Awards and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (2,670,440)    
PEO [Member] | Kurt J. Bitting [Member] | Inclusion of Equity Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     2,046,819    
PEO [Member] | Kurt J. Bitting [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     2,199,740    
PEO [Member] | Kurt J. Bitting [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (159,076)    
PEO [Member] | Kurt J. Bitting [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Kurt J. Bitting [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     6,156    
PEO [Member] | Kurt J. Bitting [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Kurt J. Bitting [Member] | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
Non-PEO NEO [Member] | Exclusion of Stock Awards and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,498,620) (1,333,333) (930,005)
Non-PEO NEO [Member] | Inclusion of Equity Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     559,493 967,858 752,409
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     811,571 1,109,321 969,619
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (51,158) (148,209) (42,613)
Non-PEO NEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     840 6,746 (174,596)
Non-PEO NEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (201,761) 0 0
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 0 $ 0 $ 0