Form 4: Koppers Holdings Inc. Executive Daniel J. Skrovanek Reports Changes in Beneficial Ownership

Daniel J. Skrovanek, VP of Growth and Innovation at Koppers Holdings Inc., reports acquisition and disposal of common stock and derivative securities, including restricted stock units and performance share units, on January 3, 2025.

Summary

• On January 3, 2025, Daniel J. Skrovanek, VP of Growth and Innovation at Koppers Holdings Inc., filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
• Skrovanek acquired 4,560 shares of common stock through the vesting of restricted stock units (RSUs) and performance share units (PSUs).
• He also acquired 1,340 shares of common stock through the conversion of restricted stock units and 76 shares through dividend equivalent rights.
• Additionally, he disposed of 2,324 shares to cover tax withholding obligations related to the vesting of RSUs and PSUs at a price of $31.72 per share.
• Following these transactions, Skrovanek directly owns 34,854.366 shares of Koppers Holdings Inc. common stock.
• He also holds 1,340 restricted stock units from a previous grant, 1,575 restricted stock units from another grant, and 135 dividend equivalent rights.
• The reported transactions include the vesting of PSUs granted on January 4, 2022, and January 4, 2023, based on the satisfaction of performance criteria for the periods ending December 31, 2024.
• The RSUs vest in annual installments of 25% over four years.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of RSUs and PSUs suggests that performance targets are being met, which is a positive indicator. The disposal of shares for tax purposes is a normal occurrence and doesn't significantly impact the overall sentiment.

Positives

• The vesting of RSUs and PSUs indicates that performance targets were met, which is a positive signal for the company's performance.
• Skrovanek's continued holding of a significant number of shares and RSUs demonstrates his alignment with the company's long-term success.

Negatives

• The disposal of 2,324 shares to cover tax withholding, while a normal occurrence, slightly reduces Skrovanek's direct ownership.

Risks

• The vesting of PSUs is contingent on continued service through January 5, 2026.
• The number of units that may vest for the three-year period of January 1, 2023 through December 31, 2025 will be capped at 150% of the target number if the Company's total shareholder return over the three-year period is negative.

Future Outlook

The vesting of RSUs is contingent on continued service through January 5, 2026. The number of units that may vest for the three-year period of January 1, 2023 through December 31, 2025 will be capped at 150% of the target number if the Company's total shareholder return over the three-year period is negative.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. These filings are closely watched by investors to gauge management's sentiment and confidence in the company's prospects.

Comparison to Industry Standards

• Form 4 filings are standard practice for publicly traded companies and their executives, as mandated by the SEC.
• The vesting schedules and performance criteria for RSUs and PSUs are typical compensation mechanisms used by companies to align executive incentives with shareholder value.
• Similar companies like Stella-Jones Inc. and Universal Forest Products also utilize equity-based compensation plans for their executives.

Stakeholder Impact

• The vesting of RSUs and PSUs aligns management's interests with those of shareholders, incentivizing them to drive long-term value creation.
• The transparency provided by the Form 4 filing helps maintain investor confidence in the company's governance practices.

Key Dates