DEF 14A of American Outdoor Brands, Inc.
Filed Aug 11, 2023 · FY20230000950170-23-041866
Our Social Impact
| | employing the process of benchmarking our total compensation practices so that we may remain competitive in the markets in which we have employees; | | | strengthening our relationship with local universities to benefit our recruitment process; | | | cultivating our large base of brand ambassadors who are instrumental in preserving the authenticity of our brands, and who identify with our increasingly diverse consumer base; and | | | conducting vendor compliance checks to ensure appropriate product safety and quality efforts. |
Board of Directors
Board of Directors Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the 2023 Annual Meeting.
Board of Directors
| Age: 76 Director Since: 2020 Committees: Compensation and Nominations and Corporate Governance Committees Chairman of the Board and Independent Director | Barry M. Monheit | | | Experience | | | Barry M. Monheit has served as a director of our company since we became a separate public company in August 2020. Mr. Monheit has served as a director of Smith & Wesson Brands, Inc., or SWBI, since February 2004. Mr. Monheit is an independent financial consultant. Mr. Monheit was a Senior Managing Director of J.S. Held, LLC, an international consulting firm, from December 2020 until July 2023. Mr. Monheit was a Senior Managing Director of Simon Consulting, L.L.C., a consulting company providing services in forensic accounting, fraud investigations, receiverships and restructuring, and lost profit examinations from July 2020 until December 2020 when it was acquired by J.S. Held, LLC. From December 2015 until September 2021, Mr. Monheit was Vice Chairman of the Board of That’s Eatertainment Corp. (formerly Modern Round Entertainment Corporation), a company formed to create an entertainment concept centered around virtual interactive experiences with food and beverage offerings, and was a principal of its predecessor, Modern Round LLC. From February 2014 until December 2015. Mr. Monheit served as the President and Chief Executive Officer of Quest Resource Holding Corporation, an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information, from June 2011 until July 2013 and served as a director of that company or its predecessors from June 2011 until July 2019. Mr. Monheit served as a financial and operational consultant from April 2010 until June 2011. From May 2009 until April 2010, Mr. Monheit was a Senior Managing Director of FTI Palladium Partners, a financial consulting division of FTI Consulting, Inc., a New York Stock Exchange-listed global advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory, and economic environment. Mr. Monheit was a consultant focusing on financial and operational issues in the corporate restructuring field from January 2005 until May 2009. From July 1992 until January 2005, Mr. Monheit was associated in various capacities with FTI Consulting, Inc., serving as the President of its Financial Consulting Division from May 1999 through November 2001. Mr. Monheit was a partner with Arthur Andersen & Co. from August 1988 until July 1992, serving as partner-in-charge of its New York Consulting Division and partner-in-charge of its U.S. Bankruptcy and Reorganization Practice. | | | Skills & Qualifications | | | We believe Mr. Monheit’s extensive experience in financial and operational consulting gained as an executive of major restructuring firms and his executive experience with major and emerging companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. |
Board of Directors
| 13 | | 2023 Proxy Statement |
Board of Directors
| Age: 39 Director Since: 2020 President, Chief Executive Officer, and Director Committee: Sustainability Committee | Brian D. Murphy | | | Experience | | | Brian D. Murphy has served as the President and Chief Executive Officer and as a director of our company since the Separation in August 2020. Mr. Murphy served as Co-President and Co-Chief Executive Officer of SWBI from January 2020 until the Separation. Mr. Murphy served as President of the Outdoor Products & Accessories Segment of SWBI from May 2017 to January 2020. From December 2016 until May 2017, he was President of the Outdoor Recreation Division of SWBI, the activities of which were collapsed into Outdoor Product & Accessories. From February 2015 until December 2016, he was Vice President, Corporate Development of Vista Outdoor Inc., a publicly held designer, manufacturer, and marketer of outdoor sports and recreation products. From April 2013 until February 2015, Mr. Murphy was Director of Mergers & Acquisitions and Director of Financial Planning & Analysis for Alliant Techsystems, an aerospace, defense, and outdoor sporting goods company. Mr. Murphy held various management roles at McMaster-Carr Supply Company, a supplier of maintenance, repair, and operations materials to industrial and commercial facilities worldwide, from April 2011 until March 2013. From May 2006 until October 2010 he served as an investment banker with the publicly held firm Houlihan Lokey, where he advised companies in the areas of strategy, acquisitions, divestitures, recapitalizations, and restructuring. | | | Skills & Qualifications | | | We believe Mr. Murphy’s position as our President and Chief Executive Officer, his former position as the Co-President and Co-Chief Executive Officer of SWBI, and his former position as the President of the Company’s Outdoor Products & Accessories Segment; his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of our company; and his meaningful business career at major companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. |
Board of Directors
| 14 | | 2023 Proxy Statement |
Board of Directors
| Age: 40 Director Since: 2022 Committee: Compensation Committee Independent Director | Bradley T. Favreau | | | Experience | | | Bradley T. Favreau has served as a director of our company since August 2022. Mr. Favreau is a Partner at Engine Capital, which serves as the investment manager to value-oriented special situations funds that invest both actively and passively in companies undergoing change. Mr. Favreau has been at Engine Capital since 2013. His responsibilities include sourcing and evaluating investment opportunities as well as monitoring portfolio risk and position sizing. Mr. Favreau currently serves as a director of MYR Group Inc., a holding company of leading, specialty electrical contractors providing services throughout the United States and Canada, where he serves on the Compensation Committee and the Nominating, Environmental, Social and Corporate Governance Committee. From 2015 to 2017, Mr. Favreau served as a director and a member of the Audit Committee of RDM Corporation, a provider of solutions for the electronic commerce and payment processing industries. Prior to Engine Capital, in 2011, Mr. Favreau served as a consultant at HUSCO International, a global leader in the development and manufacture of hydraulic and electro-hydraulic controls for off-highway applications. At HUSCO International, his duties included identifying and initiating supply chain improvement initiatives. Mr. Favreau has also worked as an investment professional at Apax Partners, an international private equity investment group, and in the mergers and acquisition group at UBS AG. | | | Skills & Qualifications | | | We believe Mr. Favreau’s board and financial experience as well as his investment firm background provide the requisite qualifications, skills, perspectives, and experience that make him qualified to serve on our Board of Directors. |
Board of Directors
| 15 | | 2023 Proxy Statement |
Board of Directors
| Age: 57 Director Since: 2020 Committees: Audit and Nominations and Corporate Governance Committees Independent Director | Mary E. Gallagher | | | Experience | | | Mary E. Gallagher has served as a director of our company since we became a separate public company in August 2020. Since April 2021, Ms. Gallagher has served as a director of Leonardo DRS, which is a prime contractor, leading technology innovator and supplier of integrated products, services and support to military forces, intelligence agencies and defense contractors worldwide. Since March 2020, Ms. Gallagher has served as a director of Novaria Group, a leading manufacturer/supplier of specialty hardware, complex and highly engineered components and specialty processes for the aerospace and defense sector. Since August 2021, Ms. Gallagher has served as a director of IronNet (NYSE: IRNT) which merges industry leading cybersecurity products and services to deliver real time defense across global, private, and public sectors. From July 2016 to March 2018, Ms. Gallagher served as Chief Financial Officer of Wheels Up, a membership-based private aviation company. Prior to joining Wheels Up, Ms. Gallagher spent 12 years with United Technologies Corporation, a publicly held global leader in aerospace and building technologies. Ms. Gallagher held a variety of top financial roles at United Technologies Corporation, most recently as CFO of Sikorsky Aircraft Corporation from November 2013 to June 2016. From 1996 to 2004, Ms. Gallagher served as the Vice President Controller of Olin Corporation, a publicly held global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Prior to joining Olin, Ms. Gallagher spent nine years with KPMG in various positions in the audit, mergers/acquisitions, consulting, and training groups. | | | Skills & Qualifications | | | We believe Ms. Gallagher’s extensive board experience and financial leadership positions as well as her background as a certified public accountant provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors. |
Board of Directors
| 16 | | 2023 Proxy Statement |
Board of Directors
| Age: 58 Director Since: 2020 Committees: Audit, Compensation, and Nominations and Corporate Governance Committees Independent Director | Gregory J. Gluchowski, Jr. | | | Experience | | | Gregory J. Gluchowski, Jr. has served as a director of our company since we became a separate public company in August 2020. Mr. Gluchowski served as a director of SWBI from June 2015 until the Separation in August 2020. Since February 2021, Mr. Gluchowski has served as the President and Chief Executive Officer of Hampton Products International, a leading provider of residential, commercial, portable security and cargo management product solutions. Previously, Mr. Gluchowski was President and Chief Executive Officer of The Hillman Group, Inc. (NASDAQ:HLMN), a $1.4 billion leading provider of hardware solutions focused on industry leading sales and service from September 2015 to September 2019. Prior to his role with Hillman, Mr. Gluchowski served for six years as President of the $1.2 billion Hardware and Home Improvement (HHI) division of Spectrum Brands Holdings, Inc. (NYSE:SPB) and a former division of Stanley Black and Decker. Mr. Gluchowski was Vice President, Global Operations of Black & Decker Corporation from October 2005 to December 2009; General Manager, Mexican Operations & Director North American Operations from March 2003 to September 2005; and General Manager, Kwikset Waynesboro Operation from January 2002 to June 2003. Prior to joining Black & Decker Corporation, Mr. Gluchowski served in various executive leadership positions with Phelps Dodge Corporation — Wire & Cable Group from 1988 to 2001, with his most recent position being Senior Vice President, Customer Satisfaction. Mr. Gluchowski also served as a member of the Board of Directors of Milacron Holdings Corp., a New York Stock Exchange-listed industrial technology company serving the plastics processing industry from 2017 to 2019. | | | Skills & Qualifications | | | We believe Mr. Gluchowski’s extensive experience in consumer focused, high-volume manufacturing and sourced product companies with omni-channel distribution and his executive leadership of global businesses with over 7,000 employees provides the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. |
Board of Directors
| 17 | | 2023 Proxy Statement |
Board of Directors
| Age: 57 Director Since: 2022 Committees: Audit and Sustainability Committees Independent Director | LUIS G. MARCONI | | | Experience | | | Luis G. Marconi has served as a director of our company since June 2022. Previously, Mr. Marconi served in a number of capacities at Hormel Foods from 2000 to 2022, most recently in the role of Group Vice President of the Grocery Products Division from September 2016 until June 2022, and prior to that as Vice President of Marketing, Grocery Products, from 2012 to 2016. Mr. Marconi began his career with The Quaker Oats Company in 1988, where he served for nearly 10 years in several marketing positions for the company’s Andean Region. He served as board member of MegaMex Foods, LLC, the Hormel Joint Venture with Herdez Del Fuerte Mexico, from 2012 until 2021. He also served as board member of other Hormel related Joint Ventures, such as Carapelli LLC from 2007 until 2009, and Hormel Cinta Azul LLC from 2001 until 2005. Mr. Marconi also served on the boards for the not-for-profits Welcome Center, from 2019 to 2022, and the University of Wisconsin International Business Program, from 2007 to 2008. | | | Skills & Qualifications | | | We believe that Mr. Marconi’s extensive leadership experience, including over 35 years leading and growing consumer brands in the United States and Latin America, combined with his depth in strategy, mergers and acquisitions, joint ventures, and board governance, provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. |
Board of Directors
| 18 | | 2023 Proxy Statement |
Board of Directors
| Age: 74 Director Since: 2020 Committees: Compensation, Nominations and Corporate Governance, and Sustainability Committees Independent Director | I. Marie Wadecki | | | Experience | | | I. Marie Wadecki has served as a director of our company since we became a separate public company in August 2020. Ms. Wadecki served as a director of SWBI from September 2002 until the Separation. Ms. Wadecki served as the Corporate Budget Director of the McLaren Health Care Corporation, a Michigan-based $3.5 billion eight-hospital health care system, from January 2001 until her retirement in September 2007. Ms. Wadecki was employed by McLaren for more than 30 years, holding positions of increasing responsibility. Ms. Wadecki has served on the McLaren Flint Foundation Board of Trustees since November 2008. From October 2012 to July 2020, Ms. Wadecki served as a member of the board of directors of Quest Resource Holding Corporation., an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information where she served as a member and Chairperson of the Nominations and Corporate Governance Committee, and a member of the Audit Committee. Ms. Wadecki is a member of the National Association of Corporate Directors, the American College of Healthcare Executives, and Women Corporate Directors. Ms. Wadecki is recognized as a Board Leadership Fellow by the National Association of Corporate Directors, which is an organization devoted to advancing exemplary board leadership by providing support and educational opportunities to directors and boards. | | | Skills & Qualifications | | | We believe Ms. Wadecki’s long employment history with a major health care organization, her financial background, and her corporate governance expertise provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors. |
Board of Directors
| 19 | | 2023 Proxy Statement |
Annual Cash Incentive Bonuses
Annual Cash Incentive Bonuses We maintain a performance-based incentive compensation plan for our executive officers with performance objectives based primarily on the financial results of our company, using Net Sales and Adjusted EBITDAS as performance metrics. In addition, the performance-based cash incentive compensation plan provides for strategic objectives which seek to achieve certain operational goals. The amounts earned pursuant to the performance-based incentive compensation plan are calculated and paid to our named executive officers in the fiscal year following when they are earned. For fiscal 2023, we weighted the metrics as follows: 37.5% for net sales. 37.5% for adjusted EBITDAS and 25% for the strategic goals.
Annual Cash Incentive Bonuses
| 27 | | 2023 Proxy Statement |
Annual Cash Incentive Bonuses
We set the bonus for each executive as a percentage of base salary. The table below sets forth for each named executive officer the annual fiscal 2023 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2023:
Annual Cash Incentive Bonuses
| Name | Annual Fiscal 2023 Base Salary | Target Bonus Percentage | Annualized Target Cash Bonus Opportunity | Actual Bonus Paid for Fiscal 2023 | | Brian D. Murphy | $551,000 | 100.0% | $551,000 | $137,750 | | H. Andrew Fulmer | $376,000 | 65.0% | $244,400 | $61,000 |
Annual Cash Incentive Bonuses
Performance Goals The financial performance metrics established under the fiscal 2023 program were as follows:
Annual Cash Incentive Bonuses
| Performance Metrics | Target Performance (in 000’s) | Potential Maximum Payout of Target Bonus | Performance Required to Earn Maximum Payout (as a % of Target Performance) | | Net Sales | $247,526 | 200.0% | 121.3% | | Adjusted EBITDAS | $35,030 | 200.0% | 121.0% |
Annual Cash Incentive Bonuses
The threshold metrics were at least $26.7 million, or 76.3% of Target, for the Adjusted EBITDAS metric for our company and Net Sales of $222.8 million, or 90.0% of Target. The strategic objectives established under the fiscal 2023 program include the successful implementation of our new Enterprise Resource Planning system, or D365; the transition of the Crimson Trace Corporation facility and the Grilla operations into our corporate headquarters in Columbia, Missouri; achieve specific fiscal year 2023 cash generation metrics; and certain brand initiatives. If the Adjusted EBITDAS threshold metric and Net Sales metric are achieved, the target payout for completing these strategic objectives would be paid out in cash up to 25.0% of the executive officer's annual base salary. In the event that the threshold metric for the Adjusted EBITDAS metric and Net Sales metric of $222.8 million, or 90.0% of Target are not met, any bonus earned based on the achievement of the strategic goals is paid out in RSUs that have a one-year vesting schedule from the grant date, with no cash bonus payments made under these circumstances. In fiscal 2023, consolidated Net Sales and Adjusted EBITDAS, for purposes of compensation, were $191.2 million and $12.8 million, respectively. These amounts were below the threshold metrics, so no bonus was earned based on achievement of the financial metrics. However, the Committee determined that the strategic metrics were achieved at target, so a bonus of 25% of target was earned and paid out as RSUs with a one-year vesting schedule. See the table below for the specific grant amounts. Note that because the bonus plan paid out only RSUs subject to vesting, in our Summary Compensation Table, we show a zero payout under the non-Equity Incentive Plan column and the RSUs granted are included in the Stock Awards column.
Annual Cash Incentive Bonuses
| Name | Annualized Target Cash Bonus Opportunity | Actual Bonus Paid for Fiscal 2023 | Percent of Target Paid | | Brian D. Murphy | $551,000 | $137,750 | 25% | | H. Andrew Fulmer | $376,000 | $61,000 | 25% |
Annual Cash Incentive Bonuses
RSUs granted for achievement of the strategic objectives:
Annual Cash Incentive Bonuses
| Name | RSUs | | Brian D. Murphy | 17,455 | | H. Andrew Fulmer | 7,742 |
Annual Cash Incentive Bonuses
The RSUs vest and the underlying shares are deliverable following the first anniversary of the date of grant.
Annual Cash Incentive Bonuses
| 28 | | 2023 Proxy Statement |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The stock-based awards granted to our executive officers in fiscal 2023 consisted of a 50/50 mix of service-based RSUs and performance-based RSUs, or PSUs. PSUs During fiscal 2023, we granted the following PSUs to our named executive officers:
Long-Term Incentive Compensation
| Name | PSUs at Threshold | PSUs at Target | PSUs at Maximum | | Brian D. Murphy | 15,608 | 41,075 | 82,150 | | H. Andrew Fulmer | 4,256 | 11,202 | 22,404 |
Long-Term Incentive Compensation
These PSUs are earned and vest based on the relative performance of our common stock against the Russell 2000, or RUT, over the approximately three-year period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of our common stock during the 90-calendar-day-period immediately following the date of grant) does not equal or exceed the relative performance of the RUT (measured based on the average closing price of the RUT during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant), then no PSUs subject to the awards will be earned and vest. If the relative performance of our common stock equals the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will be earned and vest, or the threshold award. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the threshold award level up to the target award level, with 100% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 10 points, then the PSUs subject to the awards will be earned and vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 10 points or more. The underlying shares of our common stock earned, if any, related to these PSUs will be delivered on the ending date of the performance period (approximately three years from grant). RSUs During fiscal 2023, we granted the following RSUs to our named executive officers as part of our long-term incentive compensation program:
Long-Term Incentive Compensation
| Name | RSUs | Grant Date Fair Value | | Brian D. Murphy | 41,075 | $521,653 | | H. Andrew Fulmer | 11,202 | $142,265 |
Long-Term Incentive Compensation
The RSUs vest one-fourth following each of the first, second, third, and fourth anniversaries of the date of grant.
Long-Term Incentive Compensation
| 29 | | 2023 Proxy Statement |
Fiscal 2023 Summary Compensation Table
Fiscal 2023 Summary Compensation Table The following table sets forth, for the fiscal years ended April 30, 2023 and 2022, information with respect to compensation for services in all capacities by our named executive officers.
Fiscal 2023 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total (5) | | Brian D. Murphy | 2023 | $551,000 | $— | $1,246,979 | $— | $— | $33,349 | $1,831,328 | | President and Chief Executive Officer | 2022 | $535,000 | $— | $1,061,629 | $— | $— | $52,662 | $1,649,291 | | H. Andrew Fulmer | 2023 | $376,000 | $— | $365,958 | $— | $— | $20,344 | $762,302 | | Executive Vice President, Chief Financial Officer, and Treasurer | 2022 | $365,000 | $— | $291,917 | $— | $— | $36,976 | $693,893 |
Fiscal 2023 Summary Compensation Table
(1) The amounts shown in this column, if any, represent discretionary bonuses. (2) The amounts shown in this column represent the grant date fair value for PSUs and RSUs granted to the named executive officers during the covered year calculated in accordance with ASC Topic 718 excluding the effect of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 13 – Equity to our consolidated financial statements, which are included in its Annual Report on Form 10-K filed with the SEC for the fiscal year ended April 30, 2023. The amounts in this column include the grant date fair value of awards granted to our named executive officers during fiscal 2023 and awards granted for achieving strategic goals under the performance-based incentive compensation plan granted in the fiscal year following when they were earned. Set forth below is the maximum value for the PSUs granted to our named executive officers during fiscal 2023 (i.e., 200% of the target award value).
Fiscal 2023 Summary Compensation Table
| Name | Stock Awards – Maximum Value of PSUs | | Brian D. Murphy | $1,147,636 | | H. Andrew Fulmer | $312,984 |
Fiscal 2023 Summary Compensation Table
(3) The amounts shown in this column constitute payments made, if any, under our 2023 annual performance-based cash incentive compensation programs. These amounts were calculated and paid to our named executive officers in the fiscal year following when they were earned. (4) All Other Compensation consisted of the following for fiscal 2023:
Fiscal 2023 Summary Compensation Table
| Name | Car Allowance | Reimbursement for Insurance Premiums | Matching Contributions to Defined Contribution Plan | Payments Under Profit Sharing Plan | Relocation Expenses | Severance Payments | Other | Total (5) | | Brian D. Murphy | $18,000 | $9,974 | $4,574 | $— | $— | $— | $801 | $33,349 | | H. Andrew Fulmer | $10,800 | $— | $9,264 | $— | $— | $— | $280 | $20,344 |
Fiscal 2023 Summary Compensation Table
The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns.
Fiscal 2023 Summary Compensation Table
| 30 | | 2023 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth information with respect to outstanding equity awards of our company held by our named executive officers as of April 30, 2023.
Outstanding Equity Awards at Fiscal Year-End 2023
| | Stock Awards | | | | | | | | Number of Shares or Units of Stock That Have | Market Value of Shares or Units of Stock That Have Not | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not | | Name | Grant Date | Not Vested (1) | Vested (2) | Vested (1) | Vested (2) | | Brian D. Murphy | 04/26/2019 | 812(4) | $7,259 | — | $— | | | 04/06/2020 | 5,608(4) | $50,136 | 22,434(7) | $200,560 | | | 09/08/2020 | 18,796(5) | $168,036 | 75,186(8) | $672,163 | | | 05/03/2021 | 14,109(6) | $126,134 | 37,626(9) | $336,376 | | | 05/02/2022 | 41,075(6) | $367,211 | 82,150(9) | $734,421 | | H. Andrew Fulmer | 06/15/2019 | 286(3) | $2,557 | — | $— | | | 04/06/2020 | 2,002(3) | $17,898 | 8,012(7) | $71,627 | | | 09/08/2020 | 4,934(5) | $44,110 | 19,736(8) | $176,440 | | | 05/03/2021 | 3,880(6) | $34,687 | 10,348(9) | $92,511 | | | 05/02/2022 | 11,202(6) | $100,146 | 22,404(9) | $200,292 |
Outstanding Equity Awards at Fiscal Year-End 2023
(1) For Messrs. Murphy and Fulmer, RSUs and PSUs with a grant date prior to August 24, 2020 reflect the portion of such awards for our company following the Separation. With respect to each such award, there is also an outstanding counterpart award of our former parent. (2) The market value of shares or units of stock that have not vested and unearned equity incentive plan awards is determined by multiplying the closing market price of our common stock at the end of our last completed fiscal year by the number of shares or units of stock or the amount of unearned equity incentive plan awards, as applicable. (3) One-fourth of the RSUs vest following each of the first, second, third, and fourth anniversaries of the date of grant, and the underlying shares of common stock are deliverable on each anniversary of the applicable vesting date. (4) One-fourth of the RSUs vest on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant, and the underlying shares of common stock are deliverable on each anniversary of the applicable vesting date. (5) One-fourth of the RSUs vest and deliver following each of the first, second, third, and fourth anniversaries of the date of grant. These RSUs were granted in connection with the Separation. (6) One-fourth of the RSUs vest and deliver following each of the first, second, third, and fourth anniversaries of the date of grant. (7) These PSUs vest based on market cap performance over the approximately three-year performance period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. (8) These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year performance period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. These PSUs were granted in connection with the Separation. These PSUs vest based on the relative performance of our common stock against the Russell 2000, or RUT, over the approximately three-year performance period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value.
Outstanding Equity Awards at Fiscal Year-End 2023
| 31 | | 2023 Proxy Statement |
Cooperation Agreement
| director compensation |
Cooperation Agreement
| Name (1) | Fees Earned or Paid in Cash | Stock Awards (2) | All Other Compensation | Total | | Barry M. Monheit | $145,500 | $82,420 | $— | $227,920 | | Bradley T. Favreau (3) | $57,032 | $167,420 | $— | $224,452 | | Gregory J. Gluchowski, Jr. | $115,500 | $82,420 | $— | $197,920 | | I. Marie Wadecki | $115,500 | $82,420 | $— | $197,920 | | Luis G. Marconi (4) | $78,408 | $167,420 | $— | $245,828 | | Mary E. Gallagher | $107,500 | $82,420 | $— | $189,920 |