DEF 14A of Tredegar Corp
Filed Mar 25, 2026 · FY20250001628280-26-020996
Vote Required and Board Recommendation
| Gregory A. Pratt Age: 77 Director since 2014 | Chairman of the Board of Tredegar since January 2023, having served previously as Lead Director since 2016. Mr. Pratt retired in 2021 from his position as Chairman of the Board of Carpenter Technology Corporation, a manufacturer and distributor of cast/wrought and powder metal stainless steels and specialty alloys (Carpenter), having served previously as Executive Chairman of Carpenter from July 2015 until November 2015 and as Executive Chairman, Chief Executive Officer, and President of Carpenter from November 2014 until July 2015. Mr. Pratt served as Capital Area Chapter Chairman of the National Association of Corporate Directors, a non-profit organization focused on improving boardroom governance, from 2007 until 2019. Other directorships: Anterix Inc., a wireless communications company focused on commercializing spectrum assets (from 2020 to 2024); and Carpenter (from November 2009 until his retirement in 2021). Our Nominating and Governance Committee and the Board have separately determined that Mr. Pratt’s continued service on the Board past age 72 is in the best interests of Tredegar. The Board has concluded that Mr. Pratt should serve as a director based on his financial and manufacturing expertise and leadership and management skills acquired as the chief executive of a large public company. In addition, he brings public company board experience gained from his service on other public company boards. | | Arijit (Bapi) DasGupta Age: 68 Director since 2026 | President and Chief Executive Officer of Tredegar since January 2026. Dr. DasGupta also continues to hold the position of President of Tredegar’s High Performance Films division, a role he has occupied since 2015 after previously serving as its Vice President. Prior to joining Tredegar in 2007, Dr. DasGupta held leadership positions at Johns Manville Corporation, Eastman Chemical Company (formerly known as Solutia, Inc.) and Monsanto Company. The Board has concluded that Dr. DasGupta should serve as a director based on his knowledge of Tredegar and our businesses, his commercial, technical, and manufacturing expertise, his international business experience, and significant leadership and management skills. | | Cynthia A. Boiter Age: 52 | Ms. Boiter most recently served as Executive Vice President and President of Milliken Chemical, the specialty chemicals division of Milliken & Company, a global diversified manufacturer. She served in that role from 2021 to 2025 and was a member of Milliken’s executive leadership team. Prior to that, she served as Chief Strategy Officer of Milliken & Company from 2019 to 2021 and as Chief Financial Officer of Milliken’s Chemical Division from 2012 to 2019. Earlier in her career, Ms. Boiter held senior finance, corporate development, and operational leadership roles at Eaton Corporation and MeadWestvaco. Other directorship: Perma‑Pipe International Holdings, Inc. from 2019 through May 2025, where she chaired the Audit Committee and the Nominating and Governance Committee. She has also served on the boards of the American Chemistry Council, the International Council of Chemical Associations and the American Red Cross Upstate South Carolina Chapter. The Board has concluded that Ms. Boiter should serve as a director based on her senior executive leadership experience, deep financial and audit expertise, global operating background, and public company board and governance experience. |
Vote Required and Board Recommendation
| George C. Freeman III Age: 62 Director since 2011 | Mr. Freeman retired at the end of 2024 from his position as Chairman and Chief Executive Officer of Universal Corporation, an international leaf tobacco merchant (Universal). Mr. Freeman had served in that role since April 1, 2008, as Chairman of Universal since August 5, 2008, and President of Universal since December 12, 2006. Other directorship: Carpenter Co. and Mutual Assurance Society of Virginia (both privately-held). The Board has concluded that Mr. Freeman should serve as a director based on his strong executive management and leadership skills, his financial expertise and his extensive knowledge of international business, risk oversight and corporate governance. | | David A. Parks Age: 60 Director since 2026 | Mr. Parks retired as President of the Americas of Magnera Corporation in December 2025. Mr. Parks previously served as Executive Vice President of Global Operations & Engineering for Berry Global, Inc. from December 2022 to November 2024. Before joining Berry Global, Inc., Mr. Parks held various engineering, manufacturing, supply chain, marketing, sales, and general management roles at Kimberly-Clark Professional, Polymer Group Inc. and AVINTIV Inc. The Board has concluded that Mr. Parks should serve as a director based on his combination of extensive engineering experience, global commercial leadership, and strategic insight and his steady, inclusive leadership style and broad experience across advanced materials, consumer products, and healthcare. | | Carl E. Tack III Age: 70 Director since 2014 | Adjunct Professor, Finance, Mason School of Business, College of William and Mary (W&M), since February 2022, having served previously as Visiting Lecturer and Co-Director of the Boehly Center for Excellence in Finance, W&M, from August 2015 until May 2021, Adjunct Professor at the Mason School of Business and Marshall-Wythe School of Law, W&M, from July 2013 until August 2015, as Managing Partner, Delta Partners Group, from December 2010 until May 2012, Lecturer at Imperial College London from January 2010 until May 2010, Executive in Residence and Lecturer, London Business School, from January 2010 until June 2011, and Managing Director, Deutsche Bank, from June 1996 until April 2009. The Board has concluded that Mr. Tack should serve as a director based on his significant corporate finance and corporate strategy expertise acquired through his 24 years of experience as an investment banker working with companies engaged in a variety of industries and global markets. |
Vote Required and Board Recommendation
| Christine R. Vlahcevic Age: 63 Director since 2025 | Ms. Vlahcevic retired from her position as Senior Vice President, Finance and Chief Accounting Officer of Performance Food Group Company which she held from February 2015 through December 2023. Additionally, Ms. Vlahcevic has previously served as interim Chief Financial Officer of a healthcare company and as a financial executive in domestic and global companies in the biotechnology, financial services, manufacturing, and non-profit sectors. The Board has concluded that Ms. Vlahcevic should serve as a director based on her proven track record of outstanding leadership, strategic growth, and technical expertise and her significant corporate finance and public company experience from a senior management perspective. |
Board Evaluation
| COMPENSATION OF DIRECTORS |
Components of Director Compensation
Components of Director Compensation Our Nominating and Governance Committee determines and approves non-employee director compensation. Our CEO, whose compensation is determined solely by our Executive Compensation Committee, receives no additional compensation for service as a director. For 2025, non-employee directors received the following annual retainers, payable in equal quarterly installments in arrears, for their service on the Board and its committees:
Components of Director Compensation
| Non-Employee Director – Cash | $60,000 | | Non-Employee Director – Stock | $90,000 | | Chairman of the Board – Cash | $32,500 | | Chairman of the Board – Stock | $32,500 | | Audit Committee Chair | $20,000 | | Non-Chair Member of the Audit Committee | $9,500 | | Executive Compensation Committee Chair | $11,000 | | Non-Chair Member of the Executive Compensation Committee | $7,000 | | Nominating and Governance Committee Chair | $7,500 | | Non-Chair Member of the Nominating and Governance Committee | $4,500 |
Components of Director Compensation
The stock retainers for non-employee directors and the Chairman of the Board were paid in the form of stock awards under the Tredegar Corporation Amended and Restated 2018 Equity Incentive Plan (the 2018 Plan). The stock awards were determined based on the closing price of Tredegar common stock as reported on the NYSE on the date of grant. The stock awards became fully vested and transferable immediately upon the date of the grant. Retainers for our Chairman of the Board and committee Chairs and committee members commenced after the Board elected the respective members to those positions. The following table presents information relating to the total compensation paid to our non-employee directors in the fiscal year ended December 31, 2025.
Non-Employee Director Compensation
Non-Employee Director Compensation
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash($) | Stock Awards(2)($) | Total($) | | Gregory A. Pratt | 106,516 | 122,484 | 229,000 | | George C. Freeman III | 74,518 | 89,982 | 164,500 | | Kenneth R. Newsome(1) | 71,518 | 89,982 | 161,500 | | Thomas G. Snead, Jr.(1) | 80,018 | 89,982 | 170,000 | | Carl E. Tack III | 85,018 | 89,982 | 175,000 | | Christine R. Vlahcevic | 52,915 | 65,231 | 118,146 |
Non-Employee Director Compensation
(1)Messrs. Newsome and Snead are not standing for reelection as directors and will retire from the Board, effective as of the 2026 annual meeting. (2)Beginning in 2021, we began paying retainers on the first business day of the following quarter in order to ease the administrative burden caused by a December 31 payment. The following table indicates the respective dates of grant, the number of shares received and the closing price of Tredegar common stock for each such award granted during 2025:
Non-Employee Director Compensation
| Date of Grant | Non-Employee Director Shares | Chairman of the Board Additional Shares | Closing Price | | January 2, 2025 | 2,873 | 1,038 | $7.83 | | April 1, 2025(1) | 2,922 | 1,055 | $7.70 | | July 1, 2025 | 2,513 | 908 | $8.95 | | October 1, 2025 | 2,844 | 1,027 | $7.91 |
Non-Employee Director Compensation
(1)Ms. Vlahcevic received a prorated stock award of 2,629 shares on April 1, 2025 reflecting her election to the Board effective January 9, 2025. The amounts set forth in the “Stock Awards” column of the Non-Employee Director Compensation Table represent the grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification™ (ASC) Topic 718, Compensation – Stock Compensation, for the shares of Tredegar common stock awarded to each non-employee director identified above under the terms of the 2018 Plan during the fiscal year ended December 31, 2025, based on the closing price of Tredegar common stock as reported on the NYSE on the respective dates of grant.
Key Compensation Corporate Governance Practices
Key Compensation Corporate Governance Practices The Committee periodically reviews executive compensation practices to ensure the Company’s programs remain aligned with market best practices, evolving investor expectations, and the Company’s operating and strategic priorities. The following practices and policies within our executive compensation program are intended to promote strong compensation governance and we believe are in the best interests of Tredegar and our shareholders: We DO: ●make variable performance compensation a significant component of each executive’s total compensation, with the proportion of variable performance compensation increasing with the level of the executive's responsibility; ●balance short-term and long-term compensation, which is intended to discourage short-term risk-taking at the expense of long-term results; ●require meaningful stock ownership and retention at levels that increase with responsibility; ●grant half of long-term incentive compensation in the form of performance awards vesting based on multi-year financial and shareholder return metrics (for our NEOs) and the remaining half in the form of restricted stock awards with three-year vesting and limited transfer rights for restricted stock until the NEO is in compliance with the executive stock ownership policy; ●use an independent executive compensation consultant that reports directly to the Committee and does not provide any services to Tredegar other than executive and director compensation services; ●conduct an annual compensation risk review of potential and existing risks arising from our compensation programs and policies and historically have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Tredegar; and ●have a clawback policy that requires the recovery of incentive-based compensation received as a result of financial results subject to an accounting restatement. We do NOT: ●permit hedging transactions in our stock under any circumstances by our directors or officers; ●provide any employees, including executives, with special perquisites such as personal use of corporate assets or special company-funded executive deferred compensation plans maintained solely for the benefit of the executives; ●have fixed-term employment agreements with any employees, including our executive officers; or ●permit stock option re-pricings without shareholder approval, and discounted stock options are not permitted under our equity incentive plan.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives Our businesses operate in highly competitive industries that require outstanding customer service and manufacturing efficiency. To lead and manage these businesses, we require high-caliber executive talent with strong vision and operational skills. The objectives of our executive compensation programs are to attract, motivate and retain highly qualified executive officers. To accomplish these objectives, we rely on a pay strategy that emphasizes performance-based compensation through annual and long-term incentives. We believe that this pay strategy aligns with our business strategy of generating strong operating results and shareholder value creation while controlling fixed costs. In this manner, we believe that our executive compensation program supports and reinforces our business objectives and creates a strong link between pay and performance. Specifically, our executive compensation program: •is primarily performance-based, with the percentage of an executive’s total compensation opportunity that is based on our financial performance increasing with the executive’s level of responsibility; •is significantly stock-based in order to align the interests of our executives with those of our shareholders; •is intended to enhance retention of our executives by subjecting a meaningful portion of their total compensation to multi-year vesting; •links a significant portion of total pay to the execution of strategies intended to create long-term shareholder value; •provides our executives with an opportunity for competitive total pay; and •does not encourage our executives to take unnecessary or excessive risks. Our executive compensation philosophy and strategy aim generally to provide targeted compensation opportunities for base salaries, annual cash incentives and long-term equity incentives near the 50th percentile of our peer group (as defined below) in order to attract and retain talent while using a balance of fixed and variable pay programs to align actual compensation earned with Company performance. Allocations between short-term and long-term compensation opportunities and between cash and equity awards take into account market data but may vary over time and among executives. Greater detail regarding these Company-specific and individual factors is included in the discussion below.
Annual Incentives
Annual Incentives General. Annual cash incentive opportunities serve to link executive rewards to our financial performance and the achievement of individual objectives. Each year, we establish business plans for the forthcoming year that include financial, strategic, and other goals for each of our operating businesses. These business plans are reviewed by the Board. Annual incentive payouts for our NEOs are determined based on the achievement of approved objectives related to these business plans. Target Award Opportunity. For 2025, each NEO had the following award opportunity as a percentage of 2025 base salary under the 2025 Cash Incentive Plan:
Annual Incentives
| Named Executive Officer | Threshold Bonus % | Target Bonus % | Maximum Bonus % | | John M. Steitz | — | 64.0% | — | | D. Andrew Edwards | 35.0% | 70.0% | 140.0% | | Kevin C. Donnelly | 35.0% | 70.0% | 140.0% |
Annual Incentives
2025 Cash Incentive Plan. For our CEO, determination of his 2025 Cash Incentive Plan payout was entirely dependent on the achievement of successful execution of a Company-wide strategic objective set by the Board. For our other NEOs, determination of their payout was dependent on the achievement of Consolidated Adjusted EBITDA financial results, as further defined below, and the achievement of the strategic priorities established by the Board. Consolidated Adjusted EBITDA performance was used to establish the baseline payout level, which was then subject to adjustment upward or downward based on the level of achievement of the strategic objectives. For 2025, the non-CEO NEOs were subject to a strategic performance objective, relating to execution of strategic priorities assigned to each individual by the Board. 2025 Financial Performance Measures and Results. To establish a direct link between the annual incentive awards and the interests of our shareholders, the Committee assesses performance against one or more financial measures to establish the size of the incentive pool used for payment of annual incentive awards for the year. For 2025, the key financial measure of operating performance used to determine the amount, if any, of the annual incentive pool was Consolidated Adjusted EBITDA. Achievement of the Consolidated Adjusted EBITDA threshold was required for any incentive plan payout. The Committee believes that the use of Consolidated Adjusted EBITDA is effective and appropriate because it reflects income statement performance, which is consistent with the interests of our shareholders. When setting the financial performance goals for the 2025 Cash Incentive Plan, the Committee reviewed and approved the following performance targets for the 2025 Cash Incentive Plan as they apply to our non-CEO NEOs:
Annual Incentives
| 2025 Target ($ in Thousands) | | | | | | Threshold | Target | Maximum | | Consolidated Adjusted EBITDA | 34,516 | 48,516 | 64,516 |
Annual Incentives
For purposes of the 2025 Cash Incentive Plan, Consolidated Adjusted EBITDA excludes unusual items and losses associated with plant shutdowns, asset impairments, restructurings, gains and losses from the sale of assets, investment write-downs and write-ups, gains and losses from non-manufacturing operations, stock option charges under ASC Topic 718, discontinued operations and other items that may be recognized or accrued under generally accepted accounting principles (GAAP). The accounting principles used to determine Consolidated Adjusted EBITDA are applied on a consistent basis with exceptions approved by the Committee. For the purposes of the incentive award calculations for 2025, Consolidated Adjusted EBITDA, as defined above, was further adjusted to exclude the following: (i) discretionary bonuses; (ii) income or expense relating to stock options, SARs, restricted stock, performance units, performance-based stock, or stock unit awards and phantom units; (iii) foreign exchange transaction gains and losses, (iv) income or loss associated with adjustments relating to the last-in, first-out method of accounting, and (v) certain one-time unusual expenses unrelated to the operating businesses or entities (items (i), (ii), (iii), (iv) and (v), the 2025 Excluded Items). For 2025, Consolidated Adjusted EBITDA was $56,107. 2025 Cash Incentive Plan Payouts. For our CEO, payout under the 2025 Cash Incentive Plan was based solely on the successful execution of a Company-wide strategic objective set by the Board, which was not achieved. Accordingly, no annual cash incentive payout was earned by our CEO for 2025. For our other NEOs, Consolidated Adjusted EBITDA performance for 2025 exceeded target; however, a prerequisite to any payout was the execution of strategic priorities assigned to each individual by the Board. The Board determined that no annual cash incentive payout was earned by Mr. Edwards. With respect to Mr. Donnelly, the Board determined a payout of $496,386 was earned by Mr. Donnelly based on the achievement of Consolidated Adjusted EBITDA financial results and on his execution of Board‑designated strategic priorities.
Long-Term Incentives
Long-Term Incentives Long-term incentives are an important element of our compensation program. The 2018 Plan allows for the granting of stock options, restricted stock, SARs and other equity awards based on Tredegar common stock, as well as performance-based long-term incentive cash awards. We believe long-term incentives, such as those permitted by the 2018 Plan, promote our success by helping to retain executives and by focusing employee efforts on achieving performance goals that lead to long-term growth of shareholder value. Long-term equity-based awards are generally approved each year during the first quarter of the year and typically become effective on the third business day following the release of our fourth quarter earnings for the preceding year. In consultation with Pearl Meyer, the Committee reviewed and considered various forms and methods of providing long-term incentive compensation opportunities to our executive officers. After considering factors such as pay and performance alignment, shareholder alignment, retention goals, accounting cost, share usage, shareholder dilution, the ratio of short-term and long-term compensation, tax implications, peer group practices and market trends, the Committee approved for 2025 the use of (1) service-based restricted stock and (2) performance units. These service-based restricted stock and performance unit awards were intended to further balance the performance and retention objectives of our long-term incentive program and to create additional stock ownership opportunities for executives and to further align their interests with shareholders. The Committee determined that the long-term incentive grant mix for 2025 for our NEOs would be as follows: 50% of the long-term incentive grant value in the form of performance units and 50% of the long term incentive grant value in the form of service-based restricted stock. The specific number of restricted stock and performance units is generally based on converting the long term incentive grant value into an appropriate number of shares for each form of grant being awarded. For conversion purposes, shares of restricted stock and performance units granted in 2025 were valued based on the closing price of Tredegar common stock as reported on the NYSE on the date of grant (March 6, 2025). Grant levels may then be adjusted up or down, at the Committee’s discretion, based on a variety of factors, including, but not limited to, our performance, the executive’s performance, internal pay equity and share availability under the 2018 Plan. Restricted Stock. During 2025, the Committee approved service-based restricted stock awards for Messrs. Edwards and Donnelly. No restricted stock award was approved for Mr. Steitz in 2025.
Long-Term Incentives
| Named Executive Officer | Grant Date(1) | Award(#) | Fair Value as of Grant Date | | D. Andrew Edwards(2) | 3/6/2025 | 44,832 | $310,237 | | Kevin C. Donnelly | 3/6/2025 | 33,748 | $233,536 |
Long-Term Incentives
(1)The shares of restricted common stock will vest on March 6, 2028. (2)In connection with his retirement effective December 31, 2025, Mr. Edwards forfeited his unvested restricted stock award. Restricted stock awards generally vest three years from the date of grant. The shares of restricted stock (net of any shares surrendered to satisfy tax withholding obligations) must be retained by the NEO until the earlier of (i) the date that the NEO is in compliance with the ownership requirements of Tredegar’s Executive Stock Ownership Policy (the Policy), (ii) the date that the NEO is not subject to the Policy, (iii) a change in control of Tredegar, (iv) the NEO’s death or (v) the NEO’s retirement. Performance Units. Performance units are long-term cash incentive compensation settled in cash and have a two-year performance period for the financial metric, and a three-year period for the rTSR modifier. Payouts are based on the achievement of specific cumulative Consolidated Adjusted EBITDA performance goals for the period from January 1, 2025, through December 31, 2026. Payouts, if any, may range from 0% to 150% of the target award, with threshold, target, and maximum performance corresponding to 50%, 100%, and 150% payout levels, respectively. Performance below the threshold level (50%) results in no payout. The financial payout calculation for our NEOs is preliminary and subject to adjustment based on the rTSR of the Company compared to the Industrial and Materials companies in the S&P 600 Index for the period from January 1, 2025, through December 31, 2027. If the Company’s rTSR is less than the 25th percentile of the comparator group, there is no payout. If the Company’s rTSR is between 25th and 75th percentile of the comparator group, the preliminary payout will not be adjusted. If the Company’s rTSR is greater than 75th percentile of the comparator group, the preliminary payout calculation will be increased by 50%. During 2025, the Committee approved performance unit awards for Messrs. Edwards and Donnelly. No performance unit award was approved for Mr. Steitz in 2025.
Long-Term Incentives
| Named Executive Officer | Grant Date | Award(1)(#) | Fair Value as of Grant Date(2) | | D. Andrew Edwards(3) | 3/6/2025 | 44,832 | $310,237 | | Kevin C. Donnelly | 3/6/2025 | 33,748 | $233,536 |
Long-Term Incentives
(1)Cash settled performance units for Messrs. Edwards and Donnelly have an additional 3-year rTSR adjustment on top of a 2-year cumulative Consolidated Adjusted EBITDA achievement, payable in 2028 with a potential $0 payout at threshold if the Company’s rTSR is less than the 25th percentile of the comparator group. The number of awarded performance units was determined by dividing the value of the award approved by the Committee by our closing stock price on the date of grant at $6.92. (2)The grant date fair value of the awards is the estimated fair value of the original award at the date of the grant. The grant date fair value of $6.92 per performance unit was estimated as of the grant date using the closing stock price on that date. (3)In connection with his retirement effective December 31, 2025, Mr. Edwards forfeited his unvested 2025 performance unit award. 2023 Long-Term Incentive Awards. In 2023, the Committee approved a long-term incentive structure consisting of 50% restricted stock awards (three-year cliff vesting) and 50% performance units for the NEOs. The performance units were subject to a two-year cumulative EBITDA performance period (2023–2024). Payouts, if earned, would have been made in cash at 50% of target for threshold performance, 100% of target for target performance, and 150% of target for maximum performance. Performance was measured based on cumulative Consolidated Adjusted EBITDA and was subject to a three-year rTSR adjustment. Based on actual cumulative Consolidated Adjusted EBITDA results for the two-year performance period, the threshold level of performance was not achieved. Accordingly, no performance units were earned by any of the NEOs under the 2023 grant.
Equity Grant Practices
Equity Grant Practices Historically, we have generally granted equity awards following the release of our financial results for the applicable quarterly period, with the grants being effective after the release of our financial results. We do not take material nonpublic information into account when determining the timing or terms of equity awards, and we do not time the disclosure of material nonpublic information for purposes of affecting the value of equity awards. Our executive compensation program has not included awards of options, SARs or similar instruments with option-like features as a component of our long-term incentive plan since 2021.
Risk Analysis of Executive Compensation Program
| Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards(1) ($) | Option/ SAR Awards (2)($) | Non-Equity Incentive Plan Compensa-tion(3)($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings($) | All Other Compen-sation(4) ($) | Total($) | | John M. Steitz(5)(6) Former President and Chief Executive Officer | 2025 | 937,560 | — | — | — | — | — | 46,878 | 984,438 | | | 2024 | 937,560 | — | 1,648,003 | — | 937,560 | — | 28,970 | 3,552,093 | | | 2023 | 928,545 | — | 576,750 | — | 281,268 | — | 116,376 | 1,902,939 | | D. Andrew Edwards Former Executive Vice President and Chief Financial Officer | 2025 | 528,698 | — | 620,474 | — | — | — | 26,435 | 1,175,607 | | | 2024 | 513,299 | 125,000 | 602,398 | — | 380,404 | — | 17,905 | 1,639,006 | | | 2023 | 497,177 | — | 289,621 | — | 105,421 | — | 46,412 | 938,631 | | Kevin C. Donnelly Executive Vice President, General Counsel and Secretary | 2025 | 477,584 | — | 467,072 | — | 496,386 | — | 23,879 | 1,464,921 | | | 2024 | 463,674 | 125,000 | 453,472 | — | 294,538 | — | 22,787 | 1,359,471 | | | 2023 | 449,111 | — | 218,012 | — | 81,625 | — | 52,568 | 801,316 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4)(#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John M. Steitz | 3/6/2025 | — | 600,000 | — | — | — | — | — | — | | D. Andrew Edwards | 3/6/2025 | 186,402 | 372,803 | 745,606 | 22,416 | 44,832 | 67,248 | — | 310,237 | | | 3/6/2025 | — | — | — | — | — | — | 44,832 | 310,237 | | Kevin C. Donnelly | 3/6/2025 | 168,381 | 336,761 | 673,522 | 16,874 | 33,748 | 50,622 | — | 233,536 | | | 3/6/2025 | — | — | — | — | — | — | 33,748 | 233,536 |
Grants of Plan-Based Awards
(1)Represents the annual incentive opportunities under the 2025 Cash Incentive Plan. The actual amount paid to each NEO under the 2025 Cash Incentive Plan is included under “Summary Compensation Table – Non-Equity Incentive Plan Compensation” beginning on page 29 of this proxy statement. (2)Represents cash settled performance units granted in 2025. See “Compensation Discussion and Analysis – Long-Term Incentives – Performance Units” on page 25 of this proxy statement for additional information, including the achievement criteria associated with the performance units. As of December 31, 2025, projected achievement of 2-year cumulative Consolidated Adjusted EBITDA exceeded target. (3)The cash settled Performance Units for Messrs. Edwards and Donnelly have an additional 3-year rTSR adjustment on top of a 2-year cumulative Consolidated Adjusted EBITDA metric. (4)Represents restricted stock awards granted in 2025.
Outstanding Equity Awards At Fiscal Year-End
Outstanding Equity Awards At Fiscal Year-End The following table presents information concerning the number and value of stock option awards, SAR awards and stock awards for our NEOs outstanding as of the fiscal year ended December 31, 2025.
Outstanding Equity Awards At Fiscal Year-End
| | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options/SARs (#) Exercisable | Option/SAR Exercise Price(1)($) | Option/SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(9)($) | | John M. Steitz(10) | 427,275 | 10.75 | 03/18/2027 | 75,000(2)(8) | 538,500 | — | — | | | 35,909 | 15.25 | 03/18/2027 | — | — | — | — | | | 263,914 | 16.37 | 03/20/2028 | — | — | — | — | | D. Andrew Edwards(10) | 50,744 | 13.78 | 03/21/2026 | 37,662(2) | 270,413 | 58,982(6) | 423,492 | | | 3,113 | 15.25 | 03/21/2026 | — | — | — | — | | | 114,355 | 10.75 | 03/18/2027 | — | — | — | — | | | 9,611 | 15.25 | 03/18/2027 | — | — | — | — | | | 74,049 | 16.37 | 03/20/2028 | — | — | — | — | | Kevin C. Donnelly | 5,489 | 10.75 | 03/18/2027 | 28,350(2) | 203,553 | 14,175(5) | 101,777 | | | 461 | 15.25 | 03/18/2027 | 29,600(3) | 212,528 | 44,400(6) | 318,792 | | | 50,859 | 16.37 | 03/20/2028 | 33,748(4) | 242,311 | 33,748(7) | 242,313 |
Outstanding Equity Awards At Fiscal Year-End
(1)In accordance with the 2018 Plan, the per share exercise price for the stock options and the exercise price for the SARs was not less than the fair market value of the shares of Tredegar common stock on the date of the applicable grant of the option or SAR, as determined by the closing price as reported on the NYSE on that date. (2)The shares of restricted common stock that will vest on May 11, 2026. (3)The shares of restricted common stock that will vest on March 5, 2027. (4)The shares of restricted common stock that will vest on March 8, 2028. (5)Cash settled performance units have an additional 3-year rTSR adjustment in addition to a 2-year cumulative Consolidated Adjusted EBITDA performance metric, payable in 2026 with a potential of $0 payout at threshold if the Company’s rTSR is less than the 25th percentile of the comparator group. As of December 31, 2025, the 2023 long-term incentive awards were below threshold based on the 2023–2024 cumulative Consolidated Adjusted EBITDA results. (6)Cash settled performance units have an additional 3-year rTSR adjustment in addition to a 2-year cumulative Consolidated Adjusted EBITDA performance metric, payable in 2027 with a potential of $0 payout at threshold if the Company’s rTSR is less than the 25th percentile of the comparator group. As of December 31, 2025, the 2024 long-term incentive awards exceeded target based on the 2024–2025 cumulative Consolidated Adjusted EBITDA results. (7)Cash settled performance units have an additional 3-year rTSR adjustment in addition to a 2-year cumulative Consolidated Adjusted EBITDA performance metric, payable in 2028 with a potential of $0 payout at threshold if the Company's rTSR is less than the 25th percentile of the comparator group. As of December 31, 2025, the 2025 long-term incentive awards were projected to achieve cumulative Consolidated Adjusted EBITDA results between threshold and target for the 2025–2026 performance period. (8)In 2022 and 2023, the Committee granted Mr. Steitz 83,652 and 134,229 shares of restricted stock, respectively, as part of the Company’s long-term incentive plan. In the third quarter of 2023, the Company determined that a portion of each of the restricted stock grants made in 2022 and 2023 inadvertently exceeded the 2018 Plan’s limits on the number of stock awards that may be granted to any individual (75,000 during a calendar year). Accordingly, in early 2024, 8,652 shares of the 2022 grant and 59,229 shares of the 2023 grant were rescinded. (9)Represents cash settled performance units granted in 2024. See “Compensation Discussion and Analysis – Long-Term Incentives – Performance Units” on page 25 of this proxy statement for additional information, including the achievement criteria associated with the performance units. As of December 31, 2025, projected achievement of 2-year cumulative Consolidated Adjusted EBITDA exceeded target. (10)Messrs. Steitz and Edwards retired effective December 31, 2025. The equity amounts disclosed herein reflect the treatment of outstanding awards as provided under their retirement settlement agreements.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table presents information concerning the exercise of stock options and vesting of stock (including restricted stock and performance units) for our NEOs during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($) | | John M. Steitz(1) | — | — | 75,000 | 611,250 | | D. Andrew Edwards | — | — | 23,470 | 191,281 | | Kevin C. Donnelly | — | — | 17,812 | 130,740 |
Option Exercises and Stock Vested
(1)In addition to vesting of 75,000 restricted shares, 8,652 phantom shares were settled in cash based on the May 2, 2025 closing price of $8.15.
Pension Benefits
Pension Benefits Tredegar’s previous defined pension plan was terminated on October 31, 2023. Prior to its termination, of our NEOs, only Mr. Edwards participated in the pension plan.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table presents information concerning the Savings Plan Benefit Restoration Plan for Employees of Tredegar Corporation (SPBR Plan), which is a defined contribution plan that provides for the deferral of compensation of our NEOs on a basis that is not tax-qualified.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY($) | Registrant Contributions in Last FY(1)($) | Aggregate Earnings in Last FY($) | Aggregate Withdrawals/ Distributions($) | Aggregate Balance at Last FYE(2)($) | | John M. Steitz | — | 29,378 | (11,394) | — | 153,176 | | D. Andrew Edwards | — | 14,424 | (7,113) | — | 99,628 | | Kevin C. Donnelly | — | 6,379 | (2,659) | — | 42,721 |
Nonqualified Deferred Compensation
(1)These amounts represent the sum of the amounts included in footnote (4) to the Summary Compensation Table beginning on page 29 of this proxy statement under the columns “Matching Contributions under the Savings Plan Benefit Restoration Plan” and “Dividends on Shares in the Savings Plan Benefit Restoration Plan.” (2)These amounts include the following amounts that were previously reported as compensation in the Summary Compensation Table:
Nonqualified Deferred Compensation
| Name | Matching Contributions under the Savings Plan Benefit Restoration Plan($) | Dividends on Shares in the Savings Plan Benefit Restoration Plan($) | Total($) | | John M. Steitz | 29,378 | — | 29,378 | | D. Andrew Edwards | 14,424 | — | 14,424 | | Kevin C. Donnelly | 6,379 | — | 6,379 |
SPBR Plan
| Name | Payment on Retirement(1)($) | Payment on Termination(1)($) | Payment on Death or Disability(1)($) | | John M. Steitz | 29,378 | 29,378 | 29,378 | | D. Andrew Edwards | 14,424 | 14,424 | 14,424 | | Kevin C. Donnelly | 6,379 | 6,379 | 6,379 |
Other Potential Payments Upon Termination or a Change in Control
Other Potential Payments Upon Termination or a Change in Control
Agreements with Executive Officers
| CEO PAY RATIO DISCLOSURE |
Agreements with Executive Officers
| PAY VERSUS PERFORMANCE DISCLOSURE |
Agreements with Executive Officers
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2)(3) | Average Summary Compensa-tion Table Total for Non-CEO NEOs(1)(4) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3)(4) | Tredegar Corporation | S&P SmallCap 600 Index | Net Income (in millions) | Consolidated Adjusted EBITDA (in millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $984,438 | $(670,118) | $1,320,264 | $847,739 | $48.20 | $131.18 | $(33) | $56 | | 2024 | $3,552,093 | $3,892,294 | $1,499,239 | $1,618,549 | $51.55 | $125.85 | $(65) | $65 | | 2023 | $1,902,939 | $105,227 | $869,974 | $385,321 | $36.31 | $117.81 | $(106) | $33 | | 2022 | $3,362,131 | $2,977,839 | $1,172,140 | $834,135 | $66.23 | $103.45 | $29 | $91 | | 2021 | $3,673,092 | $839,896 | $1,698,752 | $1,170,165 | $73.25 | $125.27 | $58 | $98 |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP and the following measures: ●the Company’s cumulative TSR and the Peer Group’s cumulative TSR; ●the Company’s Net Income; and ●the Company Selected Measure, which for Tredegar is Consolidated Adjusted EBITDA. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Company Net Income CAP and Consolidated Adjusted EBITDA