DEF 14A of Marzetti Co
Filed Oct 20, 2025 · FY20250000057515-25-000025
Executive Compensation Program Overview
| | | | | | % OF FY25 PAY MIX | | | Element | Form | Purpose | Metrics | Time-Period | CEO | Other NEOs | | Base Salary | Cash | To attract and retain and to provide a steady source of annual cash income | — | 1-Year | 18% | 36% | | Annual Incentive Plan (“AIP”) | Cash | To incentivize for certain annual financial and individual objectives | 75% Financial (70% Adj. Operating Income, 30% Adj. Net Sales) | 1-Year Performance Period | 25% | 27% | | | | | 25% Personal | | | | | Long-Term Incentive Plan (“LTIP”) | Performance Share Units (“PSUs”) | To incentivize for certain long-term financial performance objectives and drive long-term shareholder value | 27.5% Net Sales Growth | 3-Year Performance Period | 57% | 37% | | | | | 27.5% Relative Total Shareholder Return (“rTSR”) vs. S&P 1500 Packaged Foods & Meats Index | 3-Year Performance Period | | | | | Restricted Stock | To align executives’ interests with shareholders and promote retention | 45% Time-based | 3-Year Cliff Vest | | |
Executive Compensation Program Overview
The above data in the Pay Mix columns shows that most of the compensation provided to Mr. Ciesinski and the other NEOs is annual and long-term incentives, which we think serves to focus their attention on achieving strong financial and long-term shareholder returns. Ms. Berman was included at her annualized base salary, annualized actual incentive, and 2025 grant value of restricted stock, which has a 2-year cliff vesting period. Mr. Stealey was excluded from the other NEOs for this calculation.
Executive Compensation Practices at a Glance
| What We Do | What We Don’t Do | | •DO align pay with performance by linking incentive compensation to the achievement of performance goals tied to the Corporation’s strategic objectives and financial metrics | •NO guaranteed cash incentives, equity compensation or salary increases | | •DO conduct annual compensation review and approval of our compensation philosophy and strategy | •NO compensation or incentives that encourage unnecessary or excessive risk taking | | •DO cap payouts for annual incentive and performance-based equity awards at 200% of target | •NO acceleration of PSUs without regard to performance goals | | •DO maintain robust stock ownership guidelines for executive officers and directors | •NO executive pension plans or post-retirement health coverage for our NEOs | | •DO require double-trigger change-in-control vesting provisions | •NO single trigger acceleration of equity awards upon a change-in-control | | •DO pay a substantial portion of executive compensation in the form of at-risk equity grants | •NO significant or excessive perquisites for NEOs | | •DO appoint a Compensation Committee consisting solely of independent directors | •NO pledging our securities by directors, executive officers or other employees as collateral for a loan | | •DO use an independent compensation consultant engaged by our Compensation Committee | •NO hedging or derivative transactions by our directors, NEOs or other employees involving our securities | | •DO have a majority of executive compensation at risk based on corporate performance | •NO tax gross ups |
Executive Compensation Practices at a Glance
While these broad concepts generally govern our executive compensation program, we also account for specific factors particular to each executive officer when making individual compensation decisions, which we describe in detail below. These factors include the executive’s range of responsibilities and related performance measures and other individual factors affecting each executive’s performance. We also engage in an annual competitive compensation review of our executive compensation levels relative to amounts paid to executive officers with similar responsibilities in similarly situated companies, but we do not specifically benchmark compensation against percentiles or ranges of compensation provided by such companies. At our 2024 Annual Meeting, our executive compensation program received approval from 99.1% of our shareholders casting votes on the matter, indicating strong shareholder support for the Compensation Committee’s executive compensation decisions and policies. There are many factors contributing to the Compensation Committee’s decision on whether to make significant changes to our compensation mix, including shareholder approval, peer group actions, target pay levels, performance metrics, and other compensation policies. The Compensation Committee will continue to consider results from future shareholder advisory votes in its ongoing evaluation of our executive compensation programs and practices.
Executive Compensation Peer Group
Executive Compensation Peer Group Over time, the Compensation Committee has worked to include peer companies with the following characteristics: •annual revenues, market cap, and enterprise value within a reasonable range of the Corporation; and •companies primarily competing in the Packaged Foods and Meats category and other related categories. For fiscal 2025, we used the following peer group (the “2025 Peer Group”) to determine competitive pay levels for input into the Compensation Committee’s decision-making process:
Executive Compensation Peer Group
| B&G Foods, Inc. | Cal-Maine Foods, Inc. | | Flowers Foods, Inc. | J&J Snack Foods Corp. | | John B. Sanfilippo & Son, Inc. | Lamb Weston Holdings, Inc. | | McCormick & Company, Incorporated | Post Holdings, Inc. | | Sovos Brands, Inc. | SunOpta Inc. | | The Hain Celestial Group, Inc. | The Simply Good Foods Company | | Tootsie Roll Industries, Inc. | Treehouse Foods, Inc. | | Utz Brands, Inc. | WK Kellogg Co |
Executive Compensation Peer Group
Hostess Brands, Inc. was removed for fiscal 2025 following its acquisition by J.M. Smucker Co. The Compensation Committee added WK Kellogg Co. to the peer group for fiscal 2025. As of the date on which the 2025 Peer Group was evaluated for purposes of providing input with respect to fiscal 2025 compensation, our Corporation had the following financial characteristics compared to the Peer Group: our net sales were at the 48th percentile; market cap was at the 79th percentile; and total enterprise value was at the 75th percentile. Total enterprise value is defined as market cap plus long-term debt, less cash.
Executive Compensation Peer Group
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Compensation Processes, Procedures and Comparison to Peer Group
Compensation Processes, Procedures and Comparison to Peer Group Generally, our Compensation Committee establishes salaries for the current fiscal year and annual cash incentive award payouts for the prior fiscal year at its regularly scheduled August meeting. Historically, at this meeting, our Compensation Committee reviews the elements of each NEO’s total compensation during the previous fiscal year. Our CEO then makes compensation recommendations to our Compensation Committee with respect to the members of senior management who report to him, but those executives are not present in the meeting during compensation deliberations. The Compensation Committee Chairperson then makes compensation recommendations in executive session to our Compensation Committee with respect to our CEO, who is absent from the meeting at that time. Our Compensation Committee also reviews our NEOs’ compensation along with that offered to executive officers employed by companies in our peer group, as prepared by Pay Governance. Our Compensation Committee may accept or adjust the recommendations it receives in establishing the final compensation for each NEO. In general, when setting each component of compensation for our NEOs, our Compensation Committee considers the following performance factors: •our previous year’s operating results and achievement of our performance objectives; •the relative value of the executive’s unique skills, competencies and institutional knowledge, including time in current position; •the executive’s performance of his or her responsibilities; and •the executive’s contribution toward our long-term strategic objectives and our goal of creating long-term shareholder value. We believe the total target compensation for our NEOs for fiscal 2025 was in line with market compensation paid for executives holding similar positions in our 2025 Peer Group based on the Compensation Committee’s general understanding of current compensation practices in our competitive market.
Primary Elements of Compensation
Primary Elements of Compensation As noted, we have established executive compensation objectives primarily focused on helping to create long-term shareholder value. We believe we can best achieve our executive compensation program objectives by offering competitive short-term cash compensation combined with appropriate long-term equity-based compensation tied to our operating results and our achievement of incremental shareholder value. To this end, the primary elements of our executive compensation program are salary, annual cash incentive awards and long-term equity-based incentive awards, which are described in detail below. Generally, we look at our NEOs’ compensation arrangements in total when establishing salaries, annual cash incentive awards and long-term equity incentive awards. Salaries. We provide our NEOs with annual salaries to attract and retain the executives. We establish salaries to reward our NEOs for their overall level of expertise, responsibilities, experience and other factors unique to each individual executive officer, as determined by our Compensation Committee. For fiscal 2025, the amount of each continuing NEO’s salary increase expressed as a percentage of such officer’s fiscal 2024 salary was as follows: Mr. Ciesinski, 4.3%; Mr. Pigott, 4.2%; Mr. Stealey, 3.5%; Ms. Bird, 6.1%; and Mr. Viso, 4.4%. The salary increases were effective as of July 1, 2024, the beginning of the 2025 fiscal year, except that Ms. Bird’s percentage also includes a mid-year increase to align with market-competitive pay.
Primary Elements of Compensation
Annual Cash Incentive Awards. We also provide our NEOs with annual cash incentive awards based on the 2025 AIP designed to motivate them to help achieve our annual financial goals. The annual cash incentive award represents a performance-based, variable and “at-risk” cash component of compensation for each NEO. Under this program, our NEOs were each provided the opportunity to earn an annual cash incentive payment for fiscal 2025 based on achievement of certain financial and individual objectives. We granted these awards to our NEOs because of their overall responsibilities for achieving annual financial and operating results and driving the creation of long-term shareholder value. An annual cash incentive payment, if earned, is made early in the following fiscal year. Annual cash incentive payments earned by our NEOs for fiscal 2025 appear in the “Non-Equity Incentive Plan Compensation” column of our 2025 Summary Compensation Table. The target 2025 AIP, expressed as a percentage of salary, was as follows for each NEO: •Mr. Ciesinski – 125% of salary •Mr. Pigott – 80% of salary •Ms. Berman - 70% of salary (pro-rated to account for her April 2025 start date) •Ms. Bird – 70% of salary •Mr. Stealey – 70% of salary •Mr. Viso – 70% of salary The 2025 AIP provided rewards for the achievement of two key financial metrics: Adjusted Net Sales and Adjusted Operating Income and personal objectives developed for each NEO. Adjusted Net Sales and Adjusted Operating Income are non-GAAP financial measures. See Appendix B for additional information on these non-GAAP measures, as well as reconciliations to reported net sales and reporting operating income, respectively, under GAAP. The financial performance metrics were weighted as 75% of the total incentive and the achievement of personal objectives was weighted as 25%. All participants have a significant weighting in consolidated financial outcomes, which promotes teamwork and cooperation across business units and with the corporate functional groups. The personal objectives are designed to drive personal responsibilities, and most personal objectives, if achieved, are expected to have a positive impact on current and future financial outcomes. As noted above, the key financial metrics are Adjusted Net Sales and Adjusted Operating Income. Adjusted Operating Income is weighted 70% and Adjusted Net Sales is weighted 30%, reflecting the importance our Compensation Committee places on each metric. At the beginning of the 2025 fiscal year, the Compensation Committee set the following targets, thresholds and maximums for corporate Adjusted Net Sales and Adjusted Operating Income:
FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
| | Adjusted Net Sales | Percentage of Target | Adjusted Operating Income | Percentage of Target | | | ($) | (%) | ($) | (%) | | Threshold | 1,821.7 | 95 | 202.9 | 90 | | Target | 1,917.6 | 100 | 225.4 | 100 | | Maximum | 2,013.5 | 105 | 247.9 | 110 |
FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
Payouts to our NEOs are 20% of target opportunities at threshold and 200% at maximum.
FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
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FISCAL YEAR 2025 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)
At the time the Compensation Committee set the above performance metrics and targets for payouts to our NEOs, it also determined to make certain adjustments to the Corporation’s net sales and operating income, as reported under United States generally accepted accounting principles, to account for unplanned activities and unusual costs not associated with the results of operations. Such adjustments were made in fiscal 2025 for net sales from a temporary supply agreement in connection with an acquisition, restructuring and impairment charges and acquisition SG&A expenses. The Compensation Committee felt these adjustments were appropriate as they were not included in the fiscal 2025 net sales and operating income goals.
FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
(1)Adjusted Net Sales and Adjusted Operating Income are non-GAAP financial measures. See Appendix B for additional information on these non-GAAP measures, as well as reconciliations to reported net sales and reporting operating income, respectively, under GAAP. We compared these adjusted results to the thresholds, targets and maximums set previously and accounted for the various weighting factors related to the 2025 AIP, including: •the weighting between operating income and net sales (70%/30%, respectively); and •the overall weighting between financial and personal performance factors (75%/25%, respectively). Specifically, the above outcomes resulted in a payout on Adjusted Net Sales of 81.0% of target and a payout on Adjusted Operating Income of 116.8% of target. Overall financial performance was 106.1% of target. We then calculated a personal performance outcome for each of our NEOs participating in the 2025 AIP. This personal performance outcome was based on objective criteria designed to support our overall financial goals and was weighted at 25% of the total annual incentive opportunity. In general, payout opportunities for personal performance lie between 0% at minimum, 20% at threshold and 200% at maximum, identical to the financial performance payout opportunities. For fiscal 2025, the personal performance outcomes for our NEOs ranged from 95% to 122%. Finally, we added the financial and personal performance factors together and multiplied by each NEO’s total target incentive to derive a total annual incentive payout for the 2025 AIP. We believe the outcomes fairly represent the financial performance of the Corporation and the achievements of our NEOs in achieving their personal performance goals and objectives. As a result of this performance, Mr. Ciesinski received a total annual incentive payout of $1,292,363; Mr. Pigott received a total annual incentive payout of $549,320; Ms. Berman received a total annual incentive payout of $99,280; Ms. Bird received a total annual incentive payout of $367,299; Mr. Stealey received a total annual incentive payout of $347,200; and Mr. Viso received a total annual incentive payout of $361,515. Ms. Berman’s annual incentive payout was pro-rated for her start date during the 2025 fiscal year. Long-Term Equity-Based Incentive Awards. Our fiscal 2025 long-term incentive plan (“2025 LTIP”) reflects the following objectives: •Drive performance; •Correlate with shareholder value creation; •Promote retention; and •Ensure a competitive compensation design and reward structure.
FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
The current long-term equity-based incentive program consists of time-based restricted stock and PSUs. The PSUs are earned based on two financial/shareholder performance measures calculated after a three-year performance period: •Net sales growth; and •Relative total shareholder return (“rTSR”) versus the S&P 1500 Packaged Foods & Meats Index. The PSUs and restricted stock are designed to meet the following major objectives: •PSUs – net sales growth – to drive long-term increases in the Corporation’s net sales over a three-year performance period which, in turn, are thought to drive increases in long-term shareholder value •PSUs – rTSR – to focus attention on achieving long-term total shareholder returns over a three-year measurement period in excess of those achieved by competitors which may represent alternative investments for shareholders •Restricted Stock – to promote retention for senior executives driven by a three-year cliff vesting period The performance period for the 2025 PSUs noted above covers our 2025-2027 fiscal years, or July 1, 2024 – June 30, 2027. The vesting period for the time-based restricted stock starts on the date of grant, August 13, 2024, and ends with cliff vesting on August 13, 2027. The relative weightings of each of the three instruments are as follows: •Performance-based PSUs: 55% of total 2025 LTIP value ◦Net sales growth – 27.5% of total 2025 LTIP value ◦rTSR – 27.5% of total 2025 LTIP value •Time-based restricted stock: 45% of total 2025 LTIP value Consistent with the practice initiated in fiscal 2022, the 2025 LTIP awards were generally granted in August 2024, shortly after the start of the fiscal year. Ms. Berman’s 2025 LTIP award was granted in May 2025 in connection with her hire. The 2025 LTIP grants were made to Mses. Berman and Bird along with Messrs. Ciesinski, Pigott, Stealey and Viso under our 2015 Omnibus Incentive Plan previously approved by our shareholders. The Compensation Committee made the 2025 LTIP grants as follows:
FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
| | PERFORMANCE SHARE VALUES AND UNITS | | | | TIME-BASED RESTRICTED STOCK VALUES AND SHARES | | Total Grant Value | | | Net Sales Growth | | rTSR | | | | | | Name | ($) | (#) | ($) | (#) | ($) | (#) | ($) | | Mr. Ciesinski | 825,002 | 4,266 | 825,054 | 3,723 | 1,350,056 | 6,981 | 3,000,112 | | Mr. Pigott | 220,078 | 1,138 | 220,059 | 993 | 360,092 | 1,862 | 800,229 | | Ms. Berman | — | — | — | — | 499,921 | 2,983 | 499,921 | | Ms. Bird | 137,500 | 711 | 137,398 | 620 | 224,913 | 1,163 | 499,811 | | Mr. Stealey* | 137,500 | 711 | 137,398 | 620 | 224,913 | 1,163 | 499,811 | | Mr. Viso | 123,770 | 640 | 123,658 | 558 | 202,479 | 1,047 | 449,907 |
FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
*Mr. Stealey was awarded a restricted stock grant and PSU grants with a total grant date value of $499,811. This amount was forfeited upon Mr. Stealey’s termination effective March 31, 2025.
FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
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FISCAL YEAR 2025 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)
Except for Ms. Berman, PSUs based on net sales growth and the time-based restricted stock had a grant-date fair value of $193.39, the closing price on August 13, 2024. The rTSR PSUs had a grant-date fair value of $221.61 (based on a Monte Carlo simulation). Ms. Berman’s time-based restricted stock had a grant-date fair value of $167.59, the closing price on May 13, 2025. The grant-date fair value is used to determine the number of PSUs and shares of restricted stock to grant based on the overall grant value for each employee. The Compensation Committee granted awards of restricted stock on the same day as the PSU grants. Generally, the restricted stock vests in full on the third anniversary of the grant date. Ms. Berman’s grant of restricted stock in May 2025, however, vests in full on the second anniversary of the grant date. The restricted stock will vest earlier upon a change in control of the Corporation if they are not assumed by the acquiring or surviving company, or if they are assumed and the grantee’s employment is, within 24 months following the change in control, terminated by the Corporation other than for cause or terminated by the grantee for good reason. Once vested, the restricted stock may be traded in the same manner as other shares. Each recipient of restricted stock will receive dividends on the restricted stock during the vesting period but will generally forfeit all unvested restricted stock upon termination of employment unless his or her termination is a result of death or disability or as otherwise determined by the administrator. Dividends will be accrued on the PSUs but will only be paid to the recipients at the end of the three-year performance period and only upon the PSUs that are earned and vested. In the Compensation Committee’s view, the amounts awarded in fiscal 2025 were appropriate to retain executive talent and provide incentives for our executives to create long-term shareholder value. Long-term equity awards for Mses. Berman and Bird and Messrs. Ciesinski, Pigott, Stealey and Viso were based on the Compensation Committee’s desire to retain them and assist them with building significant share ownership going forward.
Payout Under Fiscal 2023 PSU Grants
Payout Under Fiscal 2023 PSU Grants PSUs granted in fiscal 2023 (“Fiscal 2023 PSUs") vested in August 2025. Fiscal 2023 PSUs were equally divided between rTSR PSUs, which are based on the Corporation’s rTSR versus the S&P 1500 Packaged Foods & Meats Index over a three-year performance period (fiscal 2023-2025), and net sales growth PSUs, which are based on the Corporation’s Adjusted Net Sales in the final year of that performance period. The rTSR PSUs resulted in a payout of 186% of target and the net sales growth PSUs resulted in a payout of 135% of target. Each of the rTSR and net sales goals, results and payouts are described below. Fiscal 2023 rTSR PSUs: The 2023 rTSR PSU goals are shown in the table below. In order to address any potential pay for performance disconnect, payout for the three-year rTSR is capped at target should the Corporation’s rTSR be negative over the three-year performance period (regardless of relative performance).
FISCAL YEAR 2023-2025 LTIP rTSR GOALS
FISCAL YEAR 2023-2025 LTIP rTSR GOALS
FISCAL YEAR 2023-2025 LTIP rTSR GOALS
| rTSR Ranking | Award Payout as a % of Target | | 25th Percentile | 20% | | 50th Percentile | 100% | | 75th Percentile | 150% | | >90th Percentile | 200% |
FISCAL YEAR 2023-2025 LTIP rTSR GOALS
The Corporation’s rTSR was 45.14% for the 2023-2025 performance period, which was above the 75th percentile of the S&P 1500 Packaged Foods & Meats Index of 15.75%, resulting in a payout at 186% of the target award.
FISCAL YEAR 2023-2025 LTIP rTSR GOALS
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FISCAL YEAR 2023-2025 LTIP rTSR GOALS
Fiscal 2023 Net Sales Growth PSUs: The 2023 Net Sales Growth PSU goals are shown in the table below and pertain to Adjusted Net Sales in fiscal 2025, the final year of the 2023-2025 performance period. The target goal was developed based on a 3.5% annual growth rate over the base year.
NET SALES GROWTH PSUs - GOALS ($ IN MILLIONS)
NET SALES GROWTH PSUs - GOALS ($ IN MILLIONS)
NET SALES GROWTH PSUs - GOALS ($ IN MILLIONS)
| | Adjusted Net Sales | Percentage of Target | Award Payout as a % of Target | | | ($) | (%) | (%) | | Threshold | 1,647.8 | 90 | 20 | | Target | 1,830.9 | 100 | 100 | | Maximum | 2,014.0 | 110 | 200 |
NET SALES GROWTH PSUs - GOALS ($ IN MILLIONS)
The Corporation’s Adjusted Net Sales of $1,894.9 million in fiscal 2025 were 103.5% of target, resulting in a payout at 135% of the target award. Adjusted Net Sales is a non-GAAP financial measure. See Appendix B for additional information on this non-GAAP measure, as well as a reconciliation to reported net sales under GAAP.
2026 Executive Pay Changes
2026 Executive Pay Changes The Compensation Committee took the following executive pay actions at its August 2025 meeting relative to fiscal 2026: Salaries. The amount of each continuing NEO’s salary increase for fiscal 2026, expressed as a percentage of such officer’s fiscal 2025 base salary, is as follows: Mr. Ciesinski, 2.6%; Mr. Pigott, 4.2%; Ms. Berman, 0.7%; Ms. Bird, 6.1%; and Mr. Viso, 3.0%. The lower salary increase for Ms. Berman reflects the impact of her April 2025 start date. The fiscal 2026 salaries for each of our continuing NEOs became effective on July 1, 2025. The Compensation Committee increased each continuing NEO’s salary based on their performance during fiscal 2025. 2026 Annual Incentive Plan - The Compensation Committee has decided to continue the 2025 AIP for fiscal 2026 (the “2026 AIP”) with no change to the performance metric weightings described below. The 2026 AIP was approved by the Compensation Committee at its August 2025 meeting. Financial performance metrics under the 2026 AIP will be weighted at 75% of the total with operating income weighted at 70% and net sales at 30%, reflecting what the Compensation Committee and management believe are the relative impacts of the key drivers of long-term shareholder value. Individual performance metrics will be weighted at 25% of the total. Target incentive opportunities for our NEOs in the 2026 AIP are identical to those in the 2025 AIP, expressed as a percentage of salary. Payouts will range from 0% to 200% of each NEO’s target percentage based on performance against the annual operating plan and the achievement of individual objectives. 2026 Long-Term Incentive Design – The 2026 long-term incentive design was consistent with 2025, except that restricted stock was replaced with restricted stock units (“RSUs”). The 2026 long-term equity-based incentive plan is based on the following vehicles and weightings for our NEOs: 1.55% PSUs 2.45% RSUs RSUs and PSUs vest on the third anniversary of the grant date in accordance with the terms of the award agreements. PSUs are based on two performance metrics, with equal weightings, as follows: 1.Relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and 2.Net sales growth over the applicable performance period.
Retirement Benefits
Retirement Benefits Pension Benefits. We do not provide defined benefit pension arrangements or post-retirement health coverage for our NEOs, as we do not believe that providing these types of benefits to our NEOs helps to achieve any of our compensation program objectives, including the promotion of long-term shareholder value. 401(k) Plan. All of our current NEOs are eligible to participate in The Marzetti Company 401(k) Plan, a tax-qualified defined contribution plan that we refer to as our 401(k) Plan. We believe this benefit is competitive within our peer group and, while not a separate incentive by itself because it does not help to achieve any of our compensation program objectives, it is an essential and expected part of any compensation program. Under the 401(k) Plan, each employee may make pre-tax or Roth contributions, or both, into an individual account, up to 25% of eligible compensation and subject to limits established by the Internal Revenue Service. The Corporation’s matching contribution is equal to 100% of each dollar contributed, up to 4% of the participant’s eligible compensation. Participants who contribute at least 5% of eligible compensation received a company matching contribution of 4.25%. A participant may make partial withdrawals from the 401(k) Plan in the event of financial hardship, for any reason after a participant reaches age 59½, or through a loan. Single lump sum withdrawals are permitted upon an employee’s termination of employment.
Retirement Benefits
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Retirement Benefits
For calendar year 2025, the 401(k) Plan limits the annual additions that can be made to an employee’s account to $70,000 per year. Annual additions include matching contributions by the employer and contributions made by the employee. Of those annual additions, the current maximum employee contribution is $23,500 per year and no more than $350,000 of annual compensation may be considered in computing benefits under the 401(k) Plan. Participants age 50 and over may generally contribute a catch-up contribution of up to $7,500 per year. The catch-up contribution for participants age 60-63 is $11,250. The $70,000 limitation on annual additions and the $23,500 general limitation do not apply to catch-up contributions. Matching contributions from the Corporation that were paid to our NEOs during fiscal 2025 are included in the “All Other Compensation” column of our 2025 Summary Compensation Table. Employment, Severance and Change in Control Agreements
Employment Agreement
Employment Agreement Except for Mr. Ciesinski, we do not maintain employment agreements with any of our NEOs. Mr. Ciesinski’s employment agreement was effective as of April 18, 2016, and had an initial term ending June 30, 2019. Thereafter, the employment agreement automatically renews for successive one-year terms, unless earlier terminated pursuant to its terms, or unless either we or Mr. Ciesinski provides timely written notice that the term will not be extended. In the event Mr. Ciesinski is terminated by us without cause, by us as a result of giving notice of non-extension of the employment agreement, or by Mr. Ciesinski for good reason, then, subject to Mr. Ciesinski signing and not revoking a release of claims against the Corporation, he will receive as severance pay the greater of: (a) continued payment of his base salary for a period of twelve months, plus an amount equal to 80% of his salary in lieu of any annual incentive for the incomplete fiscal year; or (b) the amount due to Mr. Ciesinski under his change in control agreement (see discussion below). Additionally, in the event Mr. Ciesinski’s termination occurs after the completion of our fiscal year but before the payment of his annual incentive, Mr. Ciesinski will be entitled to payment of his earned but unpaid annual incentive for such completed fiscal year. Mr. Ciesinski’s employment agreement also provides for a clawback of any incentive compensation or other compensation paid to Mr. Ciesinski as required under applicable law, government regulation, stock exchange listing requirement, or our policy.
Severance and Change in Control Agreements
Severance and Change in Control Agreements We entered into a Confidential Severance Agreement and General Release with Mr. Stealey effective December 3, 2024 (“Stealey Severance Agreement”) in connection with the termination of his employment on March 31, 2025, as described below in more detail in the section entitled “Potential Payments Upon Termination or Change in Control.” Mr. Stealey did not receive severance pursuant to his change in control agreement. We entered into updated change in control agreements with our executive officers in August 2023. If an executive’s employment is terminated on or within 12 months following a change in control, either by the Corporation without cause, or by the executive for good reason, the executive would be entitled to a lump sum severance payment equal to the sum of: (i) accrued and unpaid salary, accrued and unpaid annual incentive from any prior completed fiscal year, and a pro-rated portion of the executive’s annual incentive for the current fiscal year; (ii) three times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Ciesinski; or two times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Pigott, Ms. Berman, Ms. Bird and Mr. Viso; (iii) the sum of the executive’s unvested 401(k) balance; plus two times the aggregate matching contributions payable by the Corporation into the executive’s 401(k) account for the last completed calendar year; and (iv) continued health, dental, long-term disability and life insurance coverage for two years following the executive’s date of termination. Notwithstanding the foregoing, the change in control agreements do not provide for any excise tax gross-up payments and provide that the executive’s change in control payments thereunder would be reduced by the minimum amount necessary to avoid penalties under Section 4999 of the Internal Revenue Code.
Severance and Change in Control Agreements
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Severance and Change in Control Agreements
Share Ownership Guidelines The Board adopted the following revised share ownership guidelines in 2017 to further align the interests of the Corporation’s NEOs and the Corporation’s shareholders:
Severance and Change in Control Agreements
| Named Executive Officers | Share Ownership Guideline | | CEO (Mr. Ciesinski) | 6x annual base salary | | Chief Financial Officer (Mr. Pigott) | 2x annual base salary | | Other NEOs (Ms. Berman, Ms. Bird, Mr. Stealey and Mr. Viso) | 1x annual base salary |
Severance and Change in Control Agreements
All restricted stock and restricted stock units are counted toward an executive’s personal holdings for the purpose of determining whether the executive has met the share ownership guidelines, but other equity awards (including stock appreciation rights and PSUs) are not. Each NEO to whom this policy applies shall have until the later of five years from the date of adoption of this policy or five years from the date such NEO becomes subject to this policy to achieve the applicable guideline level of ownership. Ms. Bird and Messrs. Ciesinski, Pigott and Viso have met the applicable guideline, and Mr. Stealey had met the applicable guideline prior to termination of his employment. Ms. Berman is required to meet the applicable guideline by April 2030. Insider Trading, Hedging and Pledging Policies Our Insider Trading Policy prohibits all directors and employees from short-selling common shares of the Corporation or engaging in transactions involving Corporation-based derivative securities, including, but not limited to, trading in Corporation-based option contracts (for example, buying and/or writing puts and calls). Hedging transactions, such as zero-cost collars and forward sale contracts, that permit a director or employee to own securities of the Corporation without the full risks and rewards of ownership are prohibited. This does not prohibit the exercise of options, stock appreciation rights, or other derivative securities received through Corporation-sponsored equity incentive plans. Our Insider Trading Policy also prohibits pledging Corporation securities as collateral for a loan. In addition, our Insider Trading Policy prohibits our directors, officers and employees from purchasing or selling Corporation securities while in possession of material, non-public information, except through use of stock trading plans that may be adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our common shares over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about the Corporation and thereafter sell our common shares in accordance with the terms of their stock trading plans without regard to whether or not they are in possession of material nonpublic information about the Corporation at the time of the sale. Recoupment of Incentive Payments We have adopted a clawback policy effective as of October 2, 2023 that complies with the Nasdaq’s clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Compensation Committee must seek payment of incentive-based compensation, such as cash payments under our annual incentive plan or long-term equity-based incentive awards, that was paid to our executive officers based on financial statements that were subsequently restated. The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement. If such payments would have been lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.
Severance and Change in Control Agreements
| The Marzetti Company | 34 | 2025 Proxy Statement |
Severance and Change in Control Agreements
Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and Chief Financial Officer to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws. Compensation-Related Risk Assessment In 2025, the Compensation Committee reviewed and discussed the structure of our compensation program from the point of view of assessing whether any aspect of the program could potentially be expected to provide an incentive to our executive officers or other employees to take any unnecessary or inappropriate risks that could threaten our operating results, financial condition or impact long-term shareholder value. The Compensation Committee assessed our incentive-based compensation plans (including the annual and long-term incentive programs) and our compensation practices. Further, the Compensation Committee discussed the structure of the compensation program with the Chairman. Based on our internal controls, policies and risk-mitigating components in our incentive arrangements currently in place, informal input from Pay Governance, discussions with the Chairman, as well as the Compensation Committee’s formal review and discussion, the Compensation Committee believes our compensation programs represent an appropriate balance of short-term and long-term compensation and do not encourage executive officers or other employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the Corporation.
Severance and Change in Control Agreements
| The Marzetti Company | 35 | 2025 Proxy Statement |
Severance and Change in Control Agreements
Executive Compensation 2025 Summary Compensation Table The following table summarizes compensation earned during the 2025, 2024 and 2023 fiscal years by our NEOs:
Severance and Change in Control Agreements
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | $(1) | $ | $(2) | $(3) | $ | $ | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | David A. Ciesinski President and CEO | 2025 | 975,000 | — | 3,000,112 | 1,292,363 | 110,885(4) | 5,378,360 | | | 2024 | 935,000 | — | 2,850,173 | 1,520,404 | 110,037 | 5,415,614 | | | 2023 | 890,000 | — | 2,599,848 | 1,443,340 | 96,399 | 5,029,587 | | Thomas K. Pigott Chief Financial Officer, Vice President and Assistant Secretary | 2025 | 624,000 | — | 800,229 | 549,320 | 51,764(5) | 2,025,313 | | | 2024 | 599,000 | — | 700,018 | 677,589 | 52,331 | 2,028,938 | | | 2023 | 574,975 | — | 599,915 | 648,664 | 47,532 | 1,871,086 | | Tanya Berman President, Retail Division(6) | 2025 | 104,942 | 150,000 | 499,921 | 99,280 | 207,332(7) | 1,061,475 | | Kristin J. Bird President, Foodservice Division | 2025 | 508,000 | — | 499,811 | 367,299 | 44,371(8) | 1,419,481 | | | 2024 | 479,000 | — | 425,001 | 474,114 | 45,162 | 1,423,277 | | | 2023 | 457,533 | — | 360,010 | 451,649 | 42,341 | 1,311,533 | | Carl R. Stealey Former President, Retail Division | 2025 | 372,000 | — | 499,811(9) | 347,200 | 1,266,982(10) | 2,485,993 | | | 2024 | 479,000 | — | 425,001 | 474,114 | 25,741 | 1,403,856 | | | 2023 | 457,533 | — | 360,010 | 451,649 | 23,096 | 1,292,288 | | Luis Viso Chief Supply Chain Officer(11) | 2025 | 500,000 | — | 449,907 | 361,515 | 28,315(12) | 1,339,737 | | | 2024 | 479,000 | — | 359,930 | 474,114 | 19,325 | 1,332,369 | | | 2023 | 73,077 | 200,000 | 359,982 | 78,149 | 85,598 | 796,806 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table None of our NEOs is a party to an employment agreement with the Corporation except Mr. Ciesinski. Mr. Stealey entered into a severance agreement in connection with the termination of his employment on March 31, 2025. Mr. Ciesinski, Mr. Pigott, Ms. Berman, Ms. Bird, Mr. Stealey and Mr. Viso were party to Key Employee Change in Control Agreements with the Corporation. For more information about these agreements, see “Compensation Discussion and Analysis — Employment, Severance and Change in Control Agreements” above and the disclosure below under “Potential Payments Upon Termination or Change in Control.” For more information about the other compensation arrangements in which our NEOs participate and the proportion of our NEOs’ total compensation represented by base salary and annual cash incentive payments or discretionary bonuses, also see “Compensation Discussion and Analysis” above.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| The Marzetti Company | 39 | 2025 Proxy Statement |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table shows all outstanding equity awards held by our NEOs at the end of fiscal 2025.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David A. Ciesinski | — | — | — | — | — | 7,731(2) | 1,335,685 | — | — | | | — | — | — | — | — | 6,943(3) | 1,199,542 | — | — | | | — | — | — | — | — | 6,981(4) | 1,206,107 | — | — | | | — | — | — | — | — | — | — | 16,460(8) | 2,843,794 | | | — | — | — | — | — | — | — | 4,732(9) | 817,548 | | | — | — | — | — | — | — | — | 4,576(10) | 790,595 | | | — | — | — | | | 21,655 | 3,741,334 | 25,768 | 4,451,937 | | Thomas K. Pigott | 2,689(1) | — | — | 177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 1,784(2) | 308,221 | — | — | | | — | — | — | — | — | 1,705(3) | 294,573 | — | — | | | — | — | — | — | — | 1,862(4) | 321,698 | — | — | | | — | — | — | — | — | — | — | 3,798(8) | 656,180 | | | — | — | — | — | — | — | — | 1,162(9) | 200,759 | | | — | — | — | — | — | — | — | 1,221(10) | 210,952 | | | 2,689 | — | — | | | 5,351 | 924,492 | 6,181 | 1,067,891 | | Tanya Berman | — | — | — | — | — | 2,983(5) | 515,373 | — | — | | Kristin J. Bird | 1,792(1) | — | — | 177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 1,070(2) | 184,864 | — | — | | | — | — | — | — | — | 1,035(3) | 178,817 | — | — | | | — | — | — | — | — | 1,163(4) | 200,931 | — | — | | | — | — | — | — | — | — | — | 2,280(8) | 393,915 | | | — | — | — | — | — | — | — | 706(9) | 121,976 | | | — | — | — | — | — | — | — | 762(10) | 131,651 | | | 1,792 | — | — | | | 3,268 | 564,612 | 3,748 | 647,542 | | Carl R. Stealey(6) | — | — | — | — | — | — | — | — | — | | Luis Viso | — | — | — | — | — | 1,721(7) | 297,337 | — | — | | | — | — | — | — | — | 877(3) | 151,520 | — | — | | | — | — | — | — | — | 1,047(4) | 180,890 | — | — | | | — | — | — | — | — | — | — | 597(9) | 103,144 | | | — | — | — | — | — | — | — | 686(10) | 118,520 | | | — | — | — | | | 3,645 | 629,747 | 1,283 | 221,664 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| The Marzetti Company | 40 | 2025 Proxy Statement |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)These stock-settled stock appreciation rights were granted on February 23, 2021 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 23, 2022, can be exercised for up to seven years from the date of grant and are fully vested. (2)These shares of restricted stock were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock fully vested on August 16, 2025. (3)These shares of restricted stock were granted on August 15, 2023 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on August 15, 2026. (4)These shares of restricted stock were granted on August 13, 2024 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on August 13, 2027. (5)These shares of restricted stock were granted on May 13, 2025 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on May 13, 2027. (6)Mr. Stealey forfeited certain of his equity awards upon his termination from the Corporation effective March 31, 2025 and did not have any outstanding awards at fiscal year-end. (7)These shares of restricted stock were granted on May 17, 2023 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on May 17, 2026. (8)These PSUs were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2022 – June 30, 2025. Based on actual performance to date, the net sales growth PSU amounts presented herein reflect the maximum number of PSUs awarded and the rTSR PSU amounts presented herein reflect the maximum number of PSUs awarded. These PSUs vested in August 2025, and actual payouts were 135% of target for net sales growth PSUs and 186% of target for rTSR PSUs. (9)These PSUs were granted on August 15, 2023 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2023 – June 30, 2026. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The net sales growth PSU amounts presented herein reflect the threshold number of PSUs awarded as performance is based on net sales for a future fiscal year, and the relative total shareholder return PSU amounts presented herein reflect the target number of PSUs awarded based on actual performance to date. (10)These PSUs were granted on August 13, 2024 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2024 – June 30, 2027. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The net sales growth PSU amounts presented herein reflect the threshold number of PSUs awarded as performance is based on net sales for a future fiscal year, and the relative total shareholder return PSU amounts presented herein reflect the target number of PSUs awarded based on actual performance to date.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| The Marzetti Company | 41 | 2025 Proxy Statement |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
2025 Option Exercises and Stock Vested Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | 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 | | | (#)(1) | ($)(1) | (#)(2) | ($)(2) | | (a) | (b) | (c) | (d) | (e) | | David A. Ciesinski | — | — | 13,905(3) | 2,758,474 | | Thomas K. Pigott | — | — | 3,628(3) | 719,723 | | Tanya Berman | — | — | — | — | | Kristin J. Bird | — | — | 2,176(3) | 431,675 | | Carl R. Stealey | 1,973(3) | 377,830 | 3,233(3) | 616,650 | | Luis Viso | — | — | — | — |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The amounts reported in columns (b) and (c) reflect the exercise during fiscal 2025 of stock-settled stock appreciation rights by the NEOs. The amounts reported in column (c) were computed using the aggregate number of shares acquired on exercise and the closing price of our shares on the respective dates of exercise. (2)The amounts reported in columns (d) and (e) reflect the vesting during fiscal 2025 of restricted stock awards and PSUs for the NEOs. The amounts reported in column (e) were computed using the number of shares acquired on vesting and the closing price of our shares on the respective date of vesting. (3)Shares reported reflect gross shares before tax settlement. 2025 Pension Benefits We do not maintain any defined benefit plans or other plans with specified retirement benefits in which our NEOs participate. 2025 Nonqualified Deferred Compensation Table This table shows certain information for fiscal 2025 for each of our NEOs under our DCP.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | | David A. Ciesinski | 100,000 | — | 37,878 | — | 554,590 | | Thomas K. Pigott | 100,000 | — | 22,010 | — | 344,258 | | Tanya Berman | — | — | — | — | — | | Kristin J. Bird | 100,000 | — | 22,010 | — | 344,258 | | Carl R. Stealey | — | — | 19,424 | — | 257,480 | | Luis Viso | — | — | — | — | — |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The amounts reported for our NEOs in this column are fully reported as part of the salary for each NEO in column (c) of the “2025 Summary Compensation Table” above. (2)None of the amounts reported for our NEOs in this column are reported in the “2025 Summary Compensation Table” above. (3)The following amounts reported for our NEOs in this column have been previously reported as compensation in our “Summary Compensation Table” included in prior years’ proxy statements: Mr. Ciesinski, $350,000; Mr. Pigott, $200,000; Ms. Bird, $200,000 and Mr. Stealey, $200,000. For more information about our nonqualified deferred compensation plan, see “Compensation Discussion and Analysis” above.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| The Marzetti Company | 42 | 2025 Proxy Statement |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Potential Payments Upon Termination or Change in Control Our NEOs may terminate employment with the Corporation under a number of different scenarios, including retirement, voluntary termination for good reason, voluntary termination without good reason, involuntary termination without cause, involuntary termination for cause, and termination in connection with a change in control, death or disability. Except as discussed below, we generally limit the payments or other forms of compensation that we will provide our NEOs when their employment with the Corporation is terminated to compensation elements that we provide all our employees upon termination, namely payment of any earned but unpaid salary and accrued but unpaid vacation benefits.
Equity-Based Compensation Plans
| Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | Net Income ($ millions) | Adjusted Operating Income (4) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,378,360 | 4,160,095 | 1,666,400 | 1,324,998 | 122.70 | 114.90 | 167.3 | 229.2 | | 2024 | 5,415,614 | 5,730,426 | 1,547,110 | 1,586,292 | 131.44 | 119.09 | 158.6 | 214.2 | | 2023 | 5,029,587 | 10,313,627 | 1,330,339 | 1,877,397 | 137.12 | 133.00 | 111.3 | 196.3 | | 2022 | 3,744,293 | (244,743) | 1,091,836 | 420,274 | 86.28 | 124.61 | 89.6 | 177.6 | | 2021 | 4,340,852 | 7,014,829 | 1,259,552 | 1,660,088 | 126.90 | 117.24 | 142.3 | 219.2 |
Tabular List of Most Important Performance Measures
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Zena Srivatsa Arnold | 75,000 | 134,989 | 2,502 | 212,491 | | Barbara L. Brasier | 127,500 | 134,989 | 2,502 | 264,991 | | Robert L. Fox | 167,500 | 134,989 | 2,502 | 304,991 | | Elliot K. Fullen | 119,375 | 134,989 | 2,502 | 256,866 | | John B. Gerlach, Jr.(4) | 75,000 | 134,989 | 535,170 | 745,159 | | Alan F. Harris | 192,500 | 134,989 | 2,502 | 329,991 | | Michael H. Keown | 97,500 | 134,989 | 2,502 | 234,991 | | George F. Knight III | 85,000 | 134,989 | 2,502 | 222,491 | | Robert P. Ostryniec | 147,500 | 134,989 | 2,502 | 284,991 |