DEF 14A of Myers Industries Inc, Mar 14, 2025

DEF 14A of Myers Industries Inc

Filed Mar 14, 2025 · FY20240000950170-25-039442

Open on EDGAR

  1. Director Nominees

    Director Nominees You are being asked to vote on the election of the following director candidates. The candidates listed below are the 8 nominees recommended by the Corporate Governance Committee (the “Governance Committee”) and approved by the Board for election to serve for a one-year term. Detailed information on each director is available starting on page 10.

  2. Director Nominees

    | | | | | | Current Committee Memberships | | | | Name | Age | Director Since | Experience | Independent | Audit | Compensation | Governance | | Yvette Dapremont Bright | 63 | 2021 | President, Brighter Horizon Foundation | Yes | • | | • | | Ronald M. De Feo | 73 | 2018 | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT) and a founding partner of Nonantum Capital Partners, LLC | Yes | | Chair | | | William A. Foley | 77 | 2011 | Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY) | Yes | • | | • | | Jeffrey Kramer | 65 | 2021 | Former CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM) | Yes | | • | Chair | | F. Jack Liebau, Jr., Chair | 61 | 2015 | Former Managing Director, Beach Investment Counsel | Yes | • | • | • | | Bruce M. Lisman | 78 | 2015 | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM) | Yes | | • | • | | Lori Lutey | 60 | 2018 | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | Yes | Chair | | | | Aaron Schapper* | 51 | 2025 | President and CEO, Myers Industries, Inc. | No | | | |

  3. Director Nominees

    * As described in the Company's Current Report on Form 8-K filed on November 22, 2024 and the press release filed as an exhibit to such Current Report, the Board of Directors appointed Mr. Schapper as the Company's President and Chief Executive Officer and a director effective January 1, 2025. 2025 Proxy Statement | iii

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  5. Nominees

    Nominees Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board. Each of the below nominees has consented: • to serve as a nominee, • to being named as a nominee in this Proxy Statement, and • to serve as a director if elected. If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement. Each of the following nominees is unanimously recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.

  6. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

  7. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

    | Name | Age | Director Since | Independent | Occupation | | Yvette Dapremont Bright | 63 | 2021 | Yes | President, Brighter Horizon Foundation | | Ronald M. De Feo | 73 | 2018 | Yes | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT); founding partner of Nonantum Capital Partners, LLC | | William A. Foley | 77 | 2011 | Yes | Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY) | | Jeffrey Kramer | 65 | 2021 | Yes | Former CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM) | | F. Jack Liebau, Jr. | 61 | 2015 | Yes | Former Managing Director, Beach Investment Counsel | | Bruce M. Lisman | 78 | 2015 | Yes | Former Chairman of Global Equity Division, JP Morgan Chase & Co. | | Lori Lutey | 60 | 2018 | Yes | Former EVP and CFO of Schneider National (NYSE: SNDR) | | Aaron Schapper* | 51 | 2025 | No | President and CEO of Myers Industries, Inc. |

  8. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

    * As described in the Company's Current Report on Form 8-K filed on November 22, 2024 and the press release filed as an exhibit to such Current Report, the Board of Directors appointed Mr. Schapper as the Company's President and Chief Executive Officer and a director effective January 1, 2025. The appointment of Mr. Schapper as a director filled the vacancy on the Board created by the departure of Michael McGaugh, the Company's former President and Chief Executive Officer, effective September 9, 2024.

  9. NOMINEE INFORMATION

    NOMINEE INFORMATION

  10. NOMINEE INFORMATION

    | YVETTE DAPREMONT BRIGHT Age: 63 Director since: 2021 Committees: Audit Governance | Business Experience: | | | | • | President, Brighter Horizon Foundation | | | • | Former Executive Vice President and Chief Operating Officer, former Chief Transformation Officer and former Chief Administrative Officer of Independence Blue Cross, health insurer serving the Philadelphia, Pennsylvania region | | | Current and Former Directorships: | | | | • | Director of Independence Blue Cross | | | • | Director of Cityblock Health | | | • | Director of National Life Group, a financial services company | | | • | Advisory director of Clarify Health Solutions, Inc., a provider of health care software solutions | | | • | Director of CSAA Insurance Group, a AAA insurer offering automobile, homeowners and other personal lines of insurance to AAA Members through AAA clubs in 23 states and the District of Columbia | | | • | Former director of Reveleer, a software platform company for health plans and providers | | | • | Former director of Independence Health Group, a diversified health care company offering commercial, Medicare and Medicaid medical coverage, third-party benefits administration, and pharmacy benefits management | | | • | Former director and Chair of AmeriHealth Insurance Company of New Jersey | | | • | Former director of AmeriHealth Caritas, a Medicaid managed care organization | | | Skills and Expertise: | | | | • | Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services | | | • | Leadership of enterprise wide operating platform and cultural transformation | | | • | Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives |

  11. NOMINEE INFORMATION

    | RONALD M. DE FEO Age: 73 Director since: 2018 Committees: CMD (Chair) | Business Experience: | | | | • | Founding partner of Nonantum Capital Partners, LLC, a private equity firm | | | • | Former President, Chief Executive Officer, and Executive Chairman of Kennametal Inc. (NYSE: KMT), a supplier of tooling and industrial materials | | | • | Former Chief Executive Officer of Terex Corporation (NYSE: TEX), manufacturer of lifting and material handling solutions for a variety of industries | | | • | Various marketing and leadership positions at Case Corporation, Tenneco Inc. (NYSE: TEN), and Procter & Gamble (NYSE: PG) | | | Current and Former Directorships: | | | | • | Director of Helix LLC, a traffic management company owned by Nonantum Capital Partners, LLC | | | • | Supervisory board of DLL, a financial services company owned by Rabobank | | | • | Trustee for Iona College | | | • | Former Director of ProVest LLC, a Legal Services company owned by Nonantum Capital Partners, LLC | | | • | Former Executive Chairman and director of Kennametal Inc. | | | | Former Chairman and director of Terex Corporation | | | Skills and Expertise: | | | | • | Over 20 years of senior management and industrial experience | | | • | Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing |

  12. NOMINEE INFORMATION

    | WILLIAM A. FOLEY Age: 77 Director since: 2011 Committees: Audit Governance | Business Experience: | | | | • | Former Executive Chairman and Chief Executive Officer of Libbey Inc. (NYSE: LBY), a producer of consumer and industrial glassware | | | • | Former Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents | | | • | Former Chairman and Chief Executive Officer of Thinkwell Incorporated | | | • | Former President of Arhaus Inc., a brand name furniture company | | | • | Former Chairman, President and CEO of Lesco Incorporated, a manufacturer, distributor and retailer of professional lawn care and golf course management products | | | Current and Former Directorships: | | | | • | Indiana University Foundation, Board of Associates | | | • | Former director of Libbey, Inc. | | | Skills and Expertise: | | | | • | Extensive experience in acquisition, joint venture, and market development | | | • | Extensive experience in broad scale plastics manufacturing, as well as consumer and distribution businesses | | | • | Experience with best practices on public company boards, particularly in governance, compensation and leadership | | | • | Extensive financial experience, qualified as an “audit committee financial expert” |

  13. NOMINEE INFORMATION

    | JEFFREY KRAMER Age: 65 Director since: 2021 Committees: CMD | Business Experience: | | | | • | Former CEO, Schweitzer-Mauduit International, Inc. (formerly NYSE: SWM), global manufacturer of high performance films, nettings and papers for filtration, transportation, medical, construction, infrastructure and tobacco markets | | | • | Former CEO of JAM Distributing, a market leading distributor of high performance lubricants and fuels | | | • | Long multinational career at Air Products, a leading global producer of industrial gases, including roles as Chief Technology Officer, Vice President of Global Packaged Gases, Vice President of Corporate Development and Vice President Chemicals Asia | | | Current and Former Directorships: | | | | • | Director of Stein Fibers | | | • | CEO, Trustee, Council for Economic Development of The Conference Board | | | • | Director of Crete Mechanical, a privately-held mechanical services company | | | • | Former Executive Member, Board of Directors of SWM International | | | • | Former Executive Member, Board of Directors JAM Distributing | | | • | Member of Princeton University Chemical Engineering Advisory Council | | | • | Former director, Sayre Child Care, a nonprofit child care organization | | | Skills and Expertise: | | | | • | Strategic view – deep expertise and experience in defining strategic direction | | | • | Extensive experience in mergers/acquisitions and corporate transformations, executed and successfully integrated multiple acquisitions around the world and redirected and improved businesses for both private and public companies | | | • | Deep understanding of the roles of R&D and Innovation Technology in business development and corporate success from leadership roles | | | • | Global supply chain experience having directly led multiple global manufacturing and distribution businesses | | | • | Strong focus on people development, role of culture/inclusion in company success and the importance of strong communication |

  14. NOMINEE INFORMATION

    | F. JACK LIEBAU, JR. Age: 61 Director since: 2015 Board Chair Committees: Audit CMD Governance | Business Experience: | | | | • | Former Managing Director, Beach Investment Counsel | | | • | Former President and CEO of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s insurance companies | | | • | Former President and Founder, Liebau Asset Management Company, which managed money for individuals, foundations, and corporations | | | • | Former Partner and Portfolio Manager for Davis Funds and Primecap Management Company, investment management firms | | | Current and Former Directorships: | | | | • | Director of Motorcar Parts of America | | | • | Director of STRATTEC Security Corporation | | | • | Director of BNY Mellon ETF Trust | | | • | Director of MuxIP, unlisted software company serving media companies, since 2020 | | | • | Director and CFO of the Edwin Gregson Foundation | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former director of Herley Industries, Inc., a defense technology company | | | • | Former director of Media General, Inc., then owner of newspapers and television stations | | | • | Former Vice President of Andover Alumni Council | | | • | Former director of Kidspace Children’s Museum | | | Skills and Expertise: | | | | • | Vast financial, strategic, executive and investment experience working with companies in a wide range of industries | | | • | Experience in corporate governance and corporate and non-profit board service | | | • | Experience working effectively with management teams, analyzing strategic options, and communicating with various constituencies | | | • | Extensive financial experience, qualified as an “audit committee financial expert” |

  15. NOMINEE INFORMATION

    | BRUCE M. LISMAN Age: 78 Director since: 2015 Committees: CMD Governance | Business Experience: | | | | • | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM), a global financial services firm and banking institution | | | • | Former Co-Head of the Global Institutional Equity Division, Bear Stearns Companies, Inc. | | | Current and Former Directorships: | | | | • | Director of STRATTEC Security Corporation | | | • | Director of Associated Capital Group (NYSE: AC), a diversified global financial services company | | | • | Director of National Life Group, a mutual life insurance company | | | • | Director of Bank of Burlington, a Vermont state bank | | | • | Former Director of Circor International, Inc. (NYSE: CIR) | | | • | Former director and Chair of PC Construction, engineering and construction | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former member of various boards including an electric utility, an electricity transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, two universities (one as chair) and America’s oldest conservation organization (chair) | | | Skills and Expertise: | | | | • | Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations | | | • | Extensive executive and investment experience |

  16. NOMINEE INFORMATION

    | LORI LUTEY Age: 60 Director since: 2018 Committees: Audit (Chair) | Business Experience: | | | | • | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | | | • | Former Vice President of Finance of FedEx Services | | | • | Former Vice President and Chief Financial Officer of FedEx Trade Networks | | | • | Former Vice President of Finance and Administration of FedEx Supply Chain Services | | | Current and Former Directorships: | | | | • | Director of Kenan Advantage Group, a private specialized transportation and logistics provider | | | • | Director of Tailwind Smith Cooper Holdings, a private manufacturer/distributor | | | • | Director of Tailwind National Trench Safety, a private national provider of trench shoring and safety solutions | | | • | Former director of PS Logistics, a private flatbed transportation solutions provider | | | • | Former director of One Equity Partners Open Water I Corp. (NASDAQ: OEPWU), a previously formed special purpose acquisition company | | | • | Former director of Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms | | | Skills and Expertise: | | | | • | Extensive experience with strategic and financial management and leadership of overall company performance | | | • | Extensive financial and accounting experience, qualified as an “audit committee financial expert” |

  17. NOMINEE INFORMATION

    | AARON SCHAPPER Age: 51 Director since: 2025 Committees: None | Principal Occupation: President, Chief Executive Officer, and Director of Myers Industries, Inc. | | | | Business Experience: | | | | • | Former Group President of Agriculture and Chief Strategy Officer of Valmont Industries, Inc. (NASDAQ:VMI), a leading manufacturer and global provider of equipment and technology solutions for infrastructure and agriculture markets | | | • | Former Group President of Infrastructure and Group President of Utility Support Structures for VMI | | | • | Former General Manager of Orbit Irrigation Products Inc., based in Shanghai, China | | | • | Former design and manufacturing engineer at Orbit | | | Former Directorships: | | | | • | Former director of Nebraska Enterprises | | | Skills and Expertise: | | | | • | Substantial experience building and managing high performing businesses, including his extensive experience creating value and growth at Valmont | | | • | Significant experience in company growth, including through his role in establishing Orbit's green-field manufacturing sites in China and Taiwan | | | • | Long-term global strategist and substantial acquisition experience entering into new markets and realigning global assets and supply chains, including working experience in six continents | | | • | Experience in business evolution and innovation, including investing in new products and technologies such as artificial intelligence and sustainability solutions |

  18. NOMINEE INFORMATION

    Until 2020, Mr. Foley served as Executive Chairman and a director of Libbey, Inc. (“Libbey”). Mr. Foley formerly served as Libbey’s Chief Executive Officer until March 31, 2019. Libbey’s business was highly reliant on the foodservice industry. Libbey experienced immediate and drastic reductions in revenue during the COVID-19 pandemic which, as a “non-essential” business, resulted in shutdowns of Libbey’s global manufacturing facilities. On June 1, 2020, Libbey and its direct and indirect domestic subsidiaries commenced voluntary cases under Chapter 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, which were jointly administered under the caption In re: Libbey Glass Inc., et al., Case No. 20-11439 (LSS). Libbey filed a proposed First Amended Joint Plan of Reorganization (“Plan”) which was confirmed by the Bankruptcy Court on October 20, 2020 and pursuant to which Libbey (i) assigned the majority of its assets to a subsidiary which assumed all of Libbey’s obligations and liabilities in connection therewith; and (ii) contributed 100% of the equity in the subsidiary to Libbey Holdings Inc., an entity newly formed by Libbey, in exchange for 100 shares of common stock of Libbey Holdings. The Plan became effective on November 13, 2020 and Libbey and the other debtors emerged from the Chapter 11 cases. Pursuant to the Plan, all outstanding shares of common stock of Libbey and all other equity rights in the Company were cancelled. Libbey’s common stock may continue to be quoted on the OTC Pink marketplace, but under the Plan the common stock had no underlying asset value and on November 16, 2020 Libbey filed a Form 15 with the U.S. Securities and Exchange Commission ("SEC") to deregister the common stock. There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.

  19. Director Compensation

    Director Compensation The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company’s shareholders. In addition to the compensation provided to our non-employee directors, which is described below, our Regulations provide that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have also entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.

  20. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The Company’s non-employee director compensation program maintained in 2024 reflected the recommendations of the CMD Committee’s compensation consultant based on the consultant’s assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company’s non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board. The Company’s non-employee director compensation program includes an annual cash retainer and an equity-based award. Directors who are employees of the Company do not receive either an annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity-based award is granted for directors’ upcoming year of service subject to vesting at the following year’s Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves. In 2024, each non-employee director received an annual cash retainer of $100,000 and an equity-based award under our 2021 Long-Term Incentive Stock Plan, as Amended and Restated (the “2021 Plan”) with a target value of $100,000 based on the average closing price of Myers' common stock for the period of 20 trading days ending the day before the date of the 2024 Annual Meeting of Shareholders. The cash portions of the retainers in 2024 for our non-employee directors’ annual service and committee and Board chair service is set forth below.

  21. 2024 Non-Employee Director Compensation

    | Compensation Type | Director Compensation | | Annual Cash Retainer | $100,000 | | Annual Equity Based Award | $100,000 | | Supplemental Annual Cash Retainer | | | Chair of Audit Committee | $17,500 | | Chair of CMD Committee | $12,500 | | Chair of Governance Committee | $10,000 | | Chair of Board(1) | $90,000 | | Ad-Hoc Committee Members(2) | $10,000 | | Ad-Hoc Committee Chair(2) | $15,000 |

  22. 2024 Non-Employee Director Compensation

    (1) Board Chair is not eligible to receive additional Committee membership fees. Although an executive search committee was appointed by the Board in 2024, the directors who served on the search committee did not receive any additional compensation. The following table shows all compensation paid to non-employee directors for their service during 2024:

  23. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2024

  24. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Yvette Dapremont Bright | $100,000 | $77,939 | — | — | — | $177,939 | | Ronald M. De Feo | $112,500 | $77,939 | — | — | — | $190,439 | | William A. Foley | $100,000 | $77,939 | — | — | — | $177,939 | | Jeffrey Kramer | $110,000 | $77,939 | — | — | — | $187,939 | | F. Jack Liebau, Jr. | $190,000 | $77,939 | — | — | — | $267,939 | | Bruce M. Lisman | $100,000 | $77,939 | — | — | — | $177,939 | | Lori Lutey | $117,500 | $77,939 | — | — | — | $195,439 |

  25. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2024

    Stock Award amounts do not reflect compensation actually received by the directors. The amounts shown reflect the grant date fair market value of 4,534 restricted stock units awarded to each non-employee director on May 9, 2024 with respect to their service commencing on that date until the 2025 Annual Meeting of Shareholders, at which time their awards will vest unless the director elected to receive stock units and defer receipt of common stock until he or she ceases to be a member of the Board for any reason whatsoever, at which time the Company shall make a payment to the director of one share for every stock unit then held as payment with respect to each such stock unit. The grant date fair market value of the stock awards is based on the closing price of Myers' common stock on May 9, 2024; the number of restricted stock units of each stock award was determined by dividing $100,000 by the average closing price of Myers' common stock for the period of 20 trading days ending the day before the date of the 2024 Annual Meeting of Shareholders.

  26. Our Strategy and Pay for Performance Approach to Executive Compensation

    Our Strategy and Pay for Performance Approach to Executive Compensation The Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s near and long-term strategic vision. The Company’s compensation program seeks to achieve this through the mixture of base pay, short and long-term incentives, and the provision of other benefits. Base pay and other benefits provide appropriate compensation to attract and retain talent. Short-term incentives are tied to the achievement of Company growth with targets intended to advance the long-term strategic vision of the Company. Long-term incentives provide executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and help drive long-term value creation. For example, vesting of our 2024-26 performance-based long-term incentive awards will be based on the Company’s three-year cumulative adjusted earnings per share, subject to a relative TSR modifier, which are performance metrics intended to motivate and reward our executives for increasing shareholder value and returns while promoting the Company’s long-term interests consistent with our strategic goals.

  27. Compensation Program Governance

    | WHAT WE DO | WHAT WE DON’T DO | | Link Pay to Objective Financial Performance | Enter into Executive Employment Contracts | | Limited Termination/Change in Control Severance Benefits | Offer Tax Gross-Ups for Change in Control Payments | | Grant Awards with Double Trigger Change in Control Provisions | Reprice Underwater Options | | Impose Robust Stock Ownership Guidelines | Allow Cash Buyouts of Underwater Options | | Retain an Independent Compensation Advisor | Permit Short Sales by Directors, Officers, or Employees | | Tally Sheets to Evaluate and Monitor NEO Compensation | Offer Significant Executive Perquisites | | Maintain a Clawback Policy | Allow Hedging or Pledging of Company Stock | | Conduct Annual Risk Assessment of Compensation Programs | Provide Gross-ups on Severance Benefits | | Use Different Metrics for Short- and Long-term Incentive Plans | |

  28. Description of Compensation Elements

    | Type of Pay & Form | | Performance Periods | Objectives | | Fixed | Base Pay (cash) | 1 year | • Compensation for job performance • Recognizes individual skills, competencies, and experience • Generally determined based on an individual’s time in the position, experience, performance, future potential, external market conditions, and peer benchmarking • May be influenced/changed as a result of changes in the executive’s responsibilities, an assessment of annual performance, our financial management, and/or external market data relating to base pay practices of peers | | At Risk | Annual Bonus (cash) | 1 year | • Variable cash compensation with 100% tied to the achievement of annual corporate operational goals established by the CMD Committee each fiscal year to align with corporate strategic goals (for 2024, the Company’s achievement of budgeted adjusted EBITDA) • Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value | | | Long-Term Incentives (60% PSUs & 40% RSUs) | 3 years | • Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests consistent with strategic goals • Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving long-term Company performance objectives designed to enhance shareholder value (for awards in 2024, the Company’s three-year cumulative adjusted earnings per share, subject to a relative TSR modifier) • Helps build executive stock ownership consistent with our stock ownership objectives • Encourages retention of executive management team through multi-year vesting |

  29. Overview of How We Determine Compensation

    Overview of How We Determine Compensation The Company believes its practices are consistent with the practices of a company of its size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program’s objectives of delivering competitive and appropriate pay aligned with our shareholders’ interests. The CMD Committee refers to market data to benchmark and help establish pay opportunities for the NEOs that are competitive for a company of our size in our industry, and for the role and experience of the individual executive. The CMD Committee generally considers a range around the market median when establishing compensation levels for the NEOs. As part of its annual review and consideration of the benchmarking process used to assess the Company’s pay levels and pay programs for its executives, the CMD Committee and its independent compensation consultant conduct an executive compensation market analysis that draws from third-party compensation surveys and publicly available data for a group of peer companies (“Compensation Peer Group”). The CMD Committee annually reviews the Compensation Peer Group, with input from the Committee’s independent compensation consultant, to evaluate whether the composition of the group remains relevant for the ensuing calendar year, with consideration of certain quantitative and qualitative criteria, including: (1) companies within approximately 50% to 200% of the Company’s revenue, (2) companies operating within the Company’s industries and end-markets, and (3) companies with similar focus and/or business complexity. Due to the difficulty of finding direct publicly-traded peers of our size, the CMD Committee regards the Company’s comparison to these companies only as reference points in establishing pay levels. Additionally, survey data from Willis Towers Watson is used as an additional reference point using similar quantitative and qualitative criteria to establishing the Compensation Peer Group. Our CMD Committee does not seek to establish any specific benchmark in reference to these companies or to require changes in our executive compensation to match changes in these companies’ compensation. In late 2023, the CMD Committee reviewed the composition of 2023 Compensation Peer Group with input from the Committee’s independent compensation consultant. Based on that review, the Committee adjusted the Compensation Peer Group for executive compensation benchmarking purposes in 2024 by eliminating Mativ Holdings, Inc. (the company resulting from the merger of two former peer companies, Schweitzer-Mauduit International, Inc. and Neenah, Inc.), and adding two companies, Columbus McKinnon Corporation and Douglas Dynamics, Inc. The CMD Committee determined to maintain the remaining companies comprising the Compensation Peer Group.

  30. $ in millions

    (1) Barnes Group Inc. revenue and market cap information was as of December 31, 2023, its last reporting fiscal year. Barnes Group Inc. was acquired by Apollo Global Management, Inc. and was de-listed on January 27, 2025. It subsequently announced it will not release its fiscal year 2024 results. In late 2024, the CMD Committee conducted its annual review of the composition of the Compensation Peer Group with input from the Committee’s independent compensation consultant and, based on that further review, determined to eliminate Chart Industries, Inc. from the 2025 peer group due to a recent acquisition and increase in size beyond the intended top range of the group. Consistent with the objectives of our executive pay philosophy of attracting and retaining a talented and experienced executive management team and other key employees, paying for performance, motivating our executive officers to achieve short-term and long-term Company goals that are intended to enhance shareholder value, and rewarding executives whose knowledge, skills, and performance are crucial to our success, actual compensation may be above or below the median for executives in similar roles at companies of similar size and complexity, depending on an evaluation of several factors including, but not limited to, time-in-position, experience, performance, and future potential. We believe this approach is appropriate as it is intended to attract and retain key executives, but does not position our compensation costs out of line with expected or actual performance.

  31. Timeline and Essential Components of Compensation Decision-Making

    | Late Winter/Early Spring | | | • Approve payouts for prior year’s annual incentive plan | • Approve current year’s long-term incentive plan design, metrics, and payout goals | | • Approve vesting and payouts of long-term incentive awards for prior performance period | • Approve annual grants of long-term incentive awards, including target award levels for NEOs and pool for all equity awards | | • Approve current year’s annual incentive plan design, metrics, and payout goals | • Review proxy advisory firms’ pay for performance reports, feedback, and proxy recommendations |

  32. Parties Involved in Compensation Decision-Making

    | Role of Independent Compensation Advisor | • The CMD Committee has the authority to retain independent advisors and compensation consultants to assist in carrying out its responsibilities | | | • The CMD Committee has engaged Semler Brossy as its independent compensation adviser since 2017 | | | • Semler Brossy’s lead consultants report directly to the CMD Committee Chair, who approves Semler Brossy’s annual work plan | | | • The lead consultants interact directly with the CMD Committee on a regular basis and with management as needed to complete work requested by the CMD Committee | | | • Semler Brossy did not provide any other services to the Company during 2024 and received no compensation other than for services provided to the CMD Committee | | | • The work of Semler Brossy has not raised any conflicts of interest and Semler Brossy annually confirms its independence to the CMD Committee |

  33. Base Salary

    Base Salary Base salary provides a fixed element of compensation that competitively rewards our NEOs’ individual skills, competencies, experience and performance. Additionally, the base salaries provide our NEOs with income regardless of the Company’s stock price performance, which acts as a risk-balancing measure in that it helps to avoid incentives to create short-term stock price fluctuations. Furthermore, it helps mitigate elements beyond the control of the Company, like general economic and stock market conditions unrelated to Company performance. The Company does not have written employment agreements specifying levels of base compensation for our NEOs. The Board and CMD Committee annually review the performance of the CEO and the CEO’s corporate goals and objectives and, in connection with this review, may approve a merit-based increase to the CEO’s base salary, as well as a market-based adjustment if determined to be appropriate based on competitive benchmark input from the CMD Committee’s independent compensation consultant. For the other NEOs, base salary adjustments are recommended by the CEO to the CMD Committee, which evaluates such adjustments based on the Company’s performance, the individual NEO’s scope of work and performance, and competitive benchmarks provided by the independent consultant to the CMD Committee. The base salaries established in the first calendar quarter of 2024 for all NEOs and the percentage increases from their 2023 base salaries are shown in the following table and reflect considerations consistent with the foregoing. The base salary for Mr. Basque reflects the amount established for calendar year 2024 and does not include a supplemental payment of $500,000 he received following the performance of his additional duties as Interim President and Chief Executive Officer. The CMD Committee, with input of its independent compensation consultant, determined that this one-time supplemental payment was appropriate additional compensation for undertaking this interim role until the appointment of a new President and Chief Executive Officer.

  34. Short-Term Incentives

    Short-Term Incentives The Company’s annual incentive plan is a cash-based incentive plan in which our NEOs, along with certain other senior level employees, participate. The annual incentive plan was intended to reward management primarily for achieving targeted levels of adjusted EBITDA based on the Company’s 2024 financial plan.

  35. Annual Bonus Metrics

    Annual Bonus Metrics For 2024 annual bonuses, as was the case for 2023 and 2022, performance and incentive compensation was measured by achievement of adjusted EBITDA targets consistent with the Company’s annual financial plan for 2024, as described further below in “Annual Bonus Performance – 2024 Objectives and Achievements.” Use of this objective financial measure was determined to be consistent with how our executive team managed key performance of the Company, and was intended to incentivize management to provide value to Company stakeholders.

  36. Annual Bonus Performance – 2024 Objectives and Achievements

    Annual Bonus Performance – 2024 Objectives and Achievements The CMD Committee annually approves a target bonus opportunity for each NEO established in the first quarter of each calendar year. Objective performance targets were established for achieving certain levels of adjusted EBITDA. As part of the annual bonus performance goal-setting process, the Board annually reviews and approves management’s business and financial plan for the Company, and the CMD Committee reviews the proposed performance goal, with minimum and maximum ranges intended to appropriately reward for results that exceed or fall short of target expectations. Bonuses can range from 0% to 200% of target, depending on actual performance, a practice determined to be consistent with the range of annual bonus opportunities of other peer companies. Goals are intended to reward for growth and business performance, consistent with the Company’s strategy, and motivate management with additional compensation opportunities without encouraging excessive risk-taking. We reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet minimally acceptable performance expectations. For 2024 we set a target payout of 100% based on a goal of 100% of the Company’s adjusted EBITDA plan, or $149.6 million, and a maximum payout of 200% based on a goal of approximately 140% of the Company’s adjusted EBITDA plan, or $209.5 million. To incentivize our team to continue to sustain a minimum level of earnings performance, we set a threshold payout of 50% for achieving approximately 80% of the Company’s adjusted EBITDA plan, or $119.6 million. The table below shows the Company’s 2024 EBITDA targets and actual results, as adjusted for nonrecurring items approved by the CMD Committee, and the impact on our annual incentive plan payout percentage:

  37. Annual Bonus Performance – 2024 Objectives and Achievements

    | | Fiscal Year 2024 Goals and Payout | | | | | | | Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Actual Results | 2023 Actual Results | 2024 Payout (% of target) | | Adjusted EBITDA ($ in millions) | $119.6 | $149.6 | $209.5 | $122.4 | $97.3 | 0.0% |

  38. Annual Bonus Performance – 2024 Objectives and Achievements

    Although our adjusted EBITDA for 2024 was $122.4 million, slightly above the threshold, that does not include the effect of any incentive compensation expense, which would have caused the adjusted EBITDA to fall below the threshold. Based on the foregoing, no bonus was earned by our NEOs for calendar year 2024 as shown in the table below:

  39. Annual Bonus Performance – 2024 Objectives and Achievements

    | Name | Target Award (% of Base) | Objective Metric Achievement (% of Target) | Earned Award Amount | | Mike McGaugh(1) | 100% | 0% | $0 | | Dave Basque | 55% | 0% | $0 | | Grant Fitz | 100% | 0% | $0 | | Jeff Baker | 75% | 0% | $0 | | Jim Gurnee(1) | 55% | 0% | $0 |

  40. Annual Bonus Performance – 2024 Objectives and Achievements

    (1) Mr. McGaugh and Mr. Gurnee each became ineligible to receive a 2024 bonus upon their respective departures from the Company during 2024.

  41. Long-Term Incentives

    Long-Term Incentives The Company’s long-term incentive plan was established to, among other things, encourage management to drive long-term shareholder value and to align management’s interests with shareholders’ interests, emphasizing the “act like owners” principle of the Company. The long-term incentive plan is intended to motivate and reward leaders for increasing shareholder value and returns. The Company believes the Company’s shareholders and employees are both best served by having our NEOs focused on and rewarded based on the achievement of longer-term results of the Company.

  42. 2024 Long-Term Incentive Mix

    2024 Long-Term Incentive Mix To accomplish the foregoing goals, the CMD Committee has in recent years awarded our NEOs a mix of service-based and performance-based restricted stock units. The weighting of annual grants of long-term equity incentives in 2024 for our CEO and other NEOs was as follows: • 60% Weighting: Long-term performance restricted stock units intended to reward our executives for achieving financial goals over a multi-year period. Our long-term performance restricted stock units vest at the end of three years based on achievement of pre-established financial metrics over three calendar years. • 40% Weighting: Service-based restricted stock units help retain our key executives. Restricted stock units also align our executives with the total returns earned by our investors. Our service-based restricted stock unit grants vest ratably over three years, conditioned on continued employment at each vesting date, providing a strong executive retention device.

  43. 2024 Long-Term Incentive Target Opportunities

    2024 Long-Term Incentive Target Opportunities The target long-term incentive opportunity for each NEO is based on a percentage of their respective base salaries, as determined annually by the CMD Committee with input from management and the CMD Committee’s independent compensation consultant (with reference to the benchmarking analysis review). The target total long-term incentive opportunities for our NEOs in 2024 were as follows:

  44. 2024 Long-Term Incentive Target Opportunities

    | Name | Base Salary | Target Award (% of Base) | Target Award Amount | | Mike McGaugh | $750,000 | 320% | $2,400,000 | | Dave Basque | $374,126 | 70% | $261,888 | | Grant Fitz | $494,400 | 100% | $494,400 | | Jeff Baker | $397,127 | 100% | $397,127 | | Jim Gurnee | $367,813 | 55% | $202,297 |

  45. 2024 Long-Term Incentive Target Opportunities

    Mr. Basque’s target long-term incentive opportunity was based on his base salary in effect for 2024 and was not adjusted for the $500,000 supplemental payment he received in connection with his additional duties as the Company’s interim President and Chief Executive Officer at the completion of those duties.

  46. Long-Term Incentive Performance Metrics

    Long-Term Incentive Performance Metrics Beginning in 2021, the performance metric used in our performance-based long-term incentive awards was based on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s relative total shareholder return over a three-year performance period (“rTSR”). The rTSR modifier is based on the Company’s three-year TSR performance relative to companies in the S&P 600 Materials and in the S&P 600 Industrials industry sectors, and is used only to either increase by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is at or above the 75th percentile of the companies in those sectors over the performance period, or to decrease by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is below the 25th percentile of the companies in those sectors over the performance period. If the Company’s rTSR is at or above the 25th percentile but does not reach the 75th percentile, there is no adjustment to the payout otherwise determined by cumulative adjusted EBIDTA performance. The Committee used this structure for the long-term incentive performance awards granted to our NEOs in 2021, 2022 and 2023. For 2024, the CMD Committee determined to (i) replace the three-year cumulative adjusted EBITDA metric with three-year cumulative adjusted EPS, and (ii) retain the rTSR modifier. The use of three-year target levels of cumulative adjusted EPS and the rTSR modifier were determined by the CMD Committee with input from the Committee’s independent compensation consultant and management. The change from cumulative adjusted EBITDA targets to cumulative adjusted EPS targets was made to better align with the Company’s strategy, drive consistent performance over time toward achieving objective financial metrics with strong alignment with shareholder value, and to more effectively correlate this performance to compensation. The target level of three-year cumulative adjusted EPS for a payout of 100% was based on the Company’s 3-year plan, the threshold level (50% payout) was based on approximately 80% of the target amount, and the maximum level (200% payout) was based on approximately 120% of the target amount. The threshold, target, and maximum target amounts of cumulative adjusted EPS will be disclosed in our 2027 proxy statement after completion of the 2024-2026 performance period.

  47. 2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements

    2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements As noted above, from 2021 through 2023, the CMD Committee determined to base our performance-based long-term incentives on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s three-year rTSR. The three-year target levels of cumulative adjusted EBITDA and the manner of application of the rTSR modifier for our 2022-2024 performance-based long-term incentive awards were established with input from management and the CMD Committee’s independent compensation consultant. Additionally, these metrics were used by management to assess the operating performance of the business over the three-year performance period. For the three-year performance period from 2022 through 2024, the Company achieved the cumulative EBITDA result, as adjusted to reflect certain nonrecurring items approved by the CMD Committee, reflected in the following table. The target level of three-year cumulative adjusted EBITDA for a payout of 100% was based on the Company’s 3-year plan, the threshold level (50% payout) was based on approximately 90% of the target amount, and the maximum level (200% payout) was based on approximately 120% of the target amount. The Company’s rTSR for the period was below the 25th percentile of the combined index groups, which resulted in a 25% in the percentage payout otherwise determined based on the Company's adjusted cumulative EBITDA for the performance period. The cumulative adjusted EBITDA goals, actual performance, initial payout percentage, and adjusted payout percentage, for our 2022-2024 performance-based long-term incentive awards are set forth below ($ in millions):

  48. 2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements

    | | 2022-2024 Goals and Payout | | | | | | Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout % | | Cumulative Adjusted EBITDA (in millions) | $313.0 | $343.0 | $403.0 | $328.7 | 76.2% | | Myers rTSR Percentile | | | | | 16.1% | | rTSR Adjustment | | | | | (25.0)% | | Adjusted Payout | | | | | 57.2% |

  49. 2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements

    Based on the foregoing, our NEOs' target PSUs and the percentage of shares vested with respect to the 2022-2024 long-term incentive performance awards was as follows:

  50. 2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements

    | | Number of PSUs/Shares | | | Name | Target (100%) PSUs | Shares as Settled | | Mike McGaugh(1) | 84,723 | 57.2% | | Dave Basque | 7,523 | 57.2% | | Grant Fitz(2) | 0 | 0.0% | | Jeff Baker | 9,218 | 57.2% | | Jim Gurnee(1) | 7,388 | 57.2% |

  51. 2022-2024 Long-Term Incentive Performance Awards – Objectives and Achievements

    (1) Mr. McGaugh's and Mr. Gurnee's rights to each of their 2022-24 PSUs vested upon their respective departures from the Company, but the awards remained subject to settlement based on actual performance. (2) Mr. Fitz became Executive Vice President and Chief Financial Officer on May 8, 2023, so he did not receive a 2022-24 PSU award.

  52. Senior Officer Severance Plan

    Senior Officer Severance Plan In 2020, the CMD Committee first recommended and the Board approved adoption of a Senior Officer Severance Plan (“Severance Plan”) to provide certain severance benefits for senior officers determined to be eligible to participate in the Severance Plan, including severance benefits in the event of certain terminations of employment, including in connection with a change in control of the Company. The Severance Plan is in lieu of any executive employment, severance, or change in control agreements and provides consistency in the levels of termination benefits available to our most senior officers as determined by the CMD Committee from time to time to be eligible for participation in the Severance Plan. For a summary of the benefits available to our NEOs in 2024 under the Severance Plan as amended, see the description under Severance Arrangements upon Termination Including Change in Control in this Proxy Statement.

  53. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  54. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1)(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(5) | Total | | David Basque(4) | 2024 | $491,738 | | $253,190 | | $— | | $533,918 | $1,278,846 | | Vice President | | | | | | | | | | | Special Projects | | | | | | | | | | | Michael McGaugh | 2024 | $581,707 | | $2,309,156 | | $— | | $1,321,182 | $4,212,044 | | Former President and Chief | 2023 | $721,809 | — | $2,321,216 | — | $549,550 | — | $227,785 | $3,820,360 | | Executive Officer | 2022 | $691,539 | — | $2,159,307 | — | $1,033,900 | — | $67,339 | $3,952,085 | | Grant Fitz | 2024 | $491,631 | | $570,830 | | $— | | $24,949 | $1,087,410 | | Executive Vice | 2023 | $604,615 | — | $1,002,857 | — | $237,244 | — | $15,548 | $1,860,264 | | President and Chief | | | | | | | | | | | Financial Officer | | | | | | | | | | | Jeff Baker | 2024 | $394,903 | | $366,833 | | $— | | $45,729 | $807,464 | | President, Distribution | 2023 | $380,606 | — | $368,342 | — | $219,136 | — | $33,434 | $1,001,518 | | | 2022 | $355,462 | — | $288,825 | — | $342,738 | — | $28,533 | $1,015,557 | | Jim Gurnee | 2024 | $290,808 | | $237,831 | | $— | | $407,301 | $935,939 | | Former Vice President, Sales | 2023 | $347,961 | — | $227,702 | — | $146,128 | — | $18,998 | $740,790 | | and Commercial Excellence | 2022 | $325,154 | — | $231,485 | — | $265,638 | — | $17,697 | $839,974 |

  55. SUMMARY COMPENSATION TABLE

    (1) Amounts shown do not reflect compensation actually received by the executive officers. Instead, the amounts shown are reported at grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, Compensation — Stock Compensation (referred to herein as “FASB ASC Topic 718”). The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The amounts set forth in this column for 2024 include the grant date fair value of performance stock unit awards. The value of the annual performance stock unit awards granted in fiscal year 2024 if the target level of performance is achieved was: Mr. McGaugh – $1,268,348, Mr. Basque – $144,158, Mr. Fitz – $313,535, Mr. Baker – $201,482, and Mr. Gurnee $130,633. The value of the annual performance stock unit awards granted in fiscal year 2024 if the maximum performance target is achieved was: Mr. McGaugh – $3,170,870, Mr. Basque – $360,395, Mr. Fitz – $783,838, Mr. Baker – $503,705 and Mr. Gurnee – $326,583. (2) Amounts in this column for 2024 include the grant date fair value of restricted stock unit awards. Information regarding the restricted stock unit awards granted to our NEOs is set forth in the Grants of Plan Based Awards Table for each respective year. The Grants of Plan Based Awards Table also sets forth the grant date fair value in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to our Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. (3) Amounts in this column represent annual incentive bonuses that were earned during the calendar year indicated and paid in the first quarter of the following year. No bonuses were earned by any NEO with respect to 2024. In addition, Mr. McGaugh and Mr. Gurnee each became ineligible to receive a 2024 bonus upon their respective departures from the Company in 2024. Mr. Basque served as Interim President and Chief Executive Officer from September 9, 2024 through December 31, 2024. The amounts set forth in this column include: (i) Company contributions under our 401(k) plan and Nonqualified Deferred Compensation Plan; (ii) executive physicals; (iii) dividends upon vesting of restricted stock awards; (iv) rent for temporary housing; and (v) for Mr. Basque in 2024, supplemental compensation for his service as Interim President and CEO from September 9, 2024 through December 31, 2024. These benefits are valued based on the incremental costs to the Company and are listed in the following table:

  56. SUMMARY COMPENSATION TABLE

    | | 2024 | 2023 | 2022 | | Mr. Basque | | | | | Contributions | $13,800 | | | | Executive physical | — | | | | Dividends | 20,118 | | | | Supplemental Compensation as Interim CEO | 500,000 | | | | | $533,918 | | | | Mr. McGaugh | | | | | Severance | $1,125,000 | — | — | | Contributions | 13,800 | $70,183 | $50,340 | | Executive physical | 4,000 | 3,465 | — | | Dividends | 178,382 | 154,137 | 16,999 | | | $1,321,182 | $227,785 | $67,339 | | Mr. Fitz | | | | | Contributions | $13,800 | — | | | Executive physical | 4,287 | — | | | Temporary Housing | — | $15,548 | | | Dividends | 7,480 | | | | | $25,567 | $15,548 | | | Mr. Baker | | | | | Contributions | $24,562 | $28,934 | $20,426 | | Executive physical | — | 1,882 | 2,206 | | Dividends | 21,167 | 2,618 | 5,901 | | | $45,729 | $33,434 | $28,533 | | Mr. Gurnee | | | | | Severance | $367,813 | | | | Contributions | 13,800 | $13,200 | $12,200 | | Executive Physical | — | 3,569 | — | | Dividends | 25,688 | 2,229 | 5,497 | | | $407,301 | $18,998 | $17,697 |

  57. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table contains information concerning the grants of plan based awards to the NEOs in 2024 under the 2021 Plan, the 2024 Plan, and the annual incentive plan. The actual value and gains, if any, on an option exercise are dependent upon the future performance of our common stock and overall market conditions, although no options were granted to any NEO in 2024. The outstanding and unvested portion of stock awards identified in the table below are also reported in the “Outstanding Equity Awards at Fiscal 2024 Year-End” table below.

  58. Grants of Plan Based Awards During Fiscal Year 2024

    Grants of Plan Based Awards During Fiscal Year 2024

  59. Grants of Plan Based Awards During Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units(3) (#) | Options (#) | Awards ($/Sh) | Award(4) ($) | | Dave Basque | 3/8/2024 | | 164,680 | 329,359 | | | | | | | | | | 5/9/2025 | | | | | 8,117 | 20,293 | | | | 144,158 | | | 3/7/2024 | | | | | | | 5,411 | | | 109,032 | | Michael McGaugh | 3/8/2024 | | 750,000 | 1,500,000 | | | | | | | | | | 5/9/2025 | | | | | 77,480 | 193,700 | | | | 1,268,348 | | | 3/7/2024 | | | | | | | 51,653 | | | 1,040,808 | | Grant Fitz | 3/8/2024 | | 494,400 | 988,800 | | | | | | | | | | 5/9/2025 | | | | | 19,153 | 47,883 | | | | 313,535 | | | 3/7/2024 | | | | | | | 12,769 | | | 257,295 | | Jeff Baker | 3/8/2024 | | 297,845 | 595,691 | | | | | | | | | | 5/9/2025 | | | | | 12,308 | 30,770 | | | | 201,482 | | | 3/7/2024 | | | | | | | 8,206 | | | 165,351 | | Jim Gurnee | 3/8/2024 | | 202,297 | 404,594 | | | | | | | | | | 5/9/2025 | | | | | 7,980 | 19,950 | | | | 130,633 | | | 3/7/2024 | | | | | | | 5,320 | | | 107,198 |

  60. Grants of Plan Based Awards During Fiscal Year 2024

    (1) Represents future payouts for annual cash bonuses. Actual payout amounts were based on results of our adjusted EBITDA for 2024, which fell below the threshold level, so no bonuses were paid to our NEOs with respect to 2024. In addition, Mr. McGaugh and Mr. Gurnee each became ineligible to receive a 2024 bonus upon their respective departures from the Company in 2024. Annual incentive bonuses with respect to prior calendar years are reflected under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Represents awards of performance stock units subject to vesting on March 16, 2027 with payout based on our cumulative adjusted EBITDA over a three-year performance period for the performance period of 2024-2026 and a modifier based on our relative TSR performance over a three-year performance period ending on March 15, 2027. The number of each NEO's performance stock units, granted at the target levels of value for these awards, was determined using the average closing price of our common stock for the period of 20 trading days ending the day before March 7, 2024, which was $19.36 per share, but the grant of those awards on May 9, 2024 was conditioned on (i) approval by shareholders of the 2024 LTI Plan at the 2024 annual meeting of shareholders, (ii) filing of the Company's earnings release and related Form 10-Q for the first quarterly period of 2024, and (iii) filing of a registration statement with regard to the shares to be authorized for issuance under the 2024 LTI Plan, if approved by shareholders. The grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718 based on the grant date fair value of $16.37 per share for all NEOs other than Mr. Basque; the grant date fair value for Mr. Basque's award was $17.76 per share. (3) Represents awards of restricted stock units subject to ratable vesting in three annual installments on March 16 of each of the first three years after the grant date (however, Mr. McGaugh's awards were forfeited upon his departure from the Company on September 9, 2024). The grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718 based on the grant date fair value of $20.15 per share. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The number of restricted stock units granted for each these awards was determined using the average closing price of our common stock for the period of 20 trading days ending the day before the grant date, which was $19.36 per share. Represents payout at target based on the grant date fair value of such awards in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

  61. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows all outstanding equity awards held by the NEOs at the end of fiscal year 2024 that have not been exercised, forfeited, or vested. Certain of the awards identified in the table below are also reported in the “Grants of Plan Based Awards During Fiscal Year 2024” table above.

  62. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End

  63. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | 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 ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | 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 ($)(1) | | David Basque | | | | | | 1,672(2) | 18,459 | 7,523(6) | 83,054 | | | | | | | | 3,209(3) | 35,427 | 7,220(7) | 79,709 | | | | | | | | 5,411(4) | 59,737 | 8,117(8) | 89,612 | | Michael McGaugh(10) | | | | | | | | 84,723(6) | 935,342 | | | | | | | | | | 86,915(7) | 959,542 | | | | | | | | | | 77,480(8) | 855,379 | | Grant Fitz | | | | | | 27,703(5) | 305,841 | 15,111(9) | 166,825 | | | | | | | | 12,769(4) | 140,970 | 19,153(8) | 211,449 | | Jeff Baker | | | | | | 2,048(2) | 22,610 | 9,218(6) | 101,767 | | | | | | | | 4,957(3) | 54,725 | 11,154(7) | 123,140 | | | | | | | | 8,206(4) | 90,594 | 12,308(8) | 135,880 | | Jim Gurnee(11) | | | | | | | | 7,388(6) | 81,564 | | | | | | | | | | 6,895(7) | 76,121 | | | | | | | | | | 7,980(8) | 88,099 |

  64. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Calculated by multiplying $11.04, the closing market price of our common stock on December 31, 2024, by the number of unvested restricted stock units and unvested performance stock units at target payout. (2) Represents unvested service based restricted stock units granted on March 15, 2022 which are subject to vesting as the last of three equal installments on March 16, 2025. (3) Represents unvested service based restricted units granted on March 6, 2023 which are subject to vesting in two remaining equal installments on March 16 in 2024 and 2025. (4) Represents unvested service based restricted units granted on March 7, 2024 which are subject to vesting in three equal installments on March 16 in 2024, 2025, and 2026. (5) Represents unvested service based restricted units granted on May 15, 2023 which are subject to vesting in two equal installments on May 15 in 2025 and 2026. (6) Represents unvested performance based restricted stock units granted on March 15, 2022 which are subject to settlement based on applicable performance conditions for the three-year performance period 2022-2024. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (7) Represents unvested performance based restricted stock units granted on March 6, 2023 which are subject to settlement based on applicable performance conditions for the three-year performance period 2023-2025. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (8) Represents unvested performance based restricted stock units granted on May 9, 2024 which are subject to settlement based on applicable performance conditions for the three-year performance period 2024-2026. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (9) Represents unvested performance based restricted stock units granted on May 15, 2023 which are subject to settlement based on applicable performance conditions for the three-year performance period 2023-2025. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (10) All unvested service based restricted stock unit awards previously granted to Mr. McGaugh were forfeited upon his departure from the Company on September 9, 2024. All performance based restricted stock units vested, but remained subject to later settlement based on actual performance for each respective performance period. All unvested service based restricted stock unit awards previously granted to Mr. Gurnee were vested upon his departure from the Company on September 30, 2024 because he was retirement eligible. All performance based restricted stock units vested, but remained subject to later settlement based on actual performance for each respective performance period.

  65. Option Exercises and Stock Vested for Fiscal Year End 2024

    Option Exercises and Stock Vested for Fiscal Year End 2024 The following table shows the options that were exercised and the restricted stock grants that vested for the NEOs during fiscal year 2024.

  66. Option Exercises and Stock Vested for Fiscal Year End 2024

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | David Basque | — | — | 12,965 | 270,191 | | Michael McGaugh | — | — | 110,481 | 2,302,424 | | Grant Fitz | — | — | 13,851 | 232,281 | | Jeff Baker | — | — | 14,217 | 296,282 | | Jim Gurnee | — | — | 21,844 | 384,839 |

  67. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the contributions, earnings, and balances of the NEOs in our Nonqualified Deferred Compensation Plan with respect to fiscal year 2024.

  68. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Dave Basque | — | — | — | — | — | | Michael McGaugh | 81,542 | — | 121,990 | — | 667,007 | | Grant Fitz | — | — | — | — | — | | Jeff Baker | 179,258 | 10,762 | 101,592 | — | 833,472 | | Jim Gurnee | — | — | — | — | — |

  69. Nonqualified Deferred Compensation

    (1) Contributions by the Company in 2025 with respect to fiscal year 2024 under the Nonqualified Deferred Compensation Plan. Earnings in this column represent estimated earnings on the Nonqualified Deferred Compensation Plan, which are based upon participant-directed investment allocations. These amounts are not included in the Summary Compensation Table because they do not constitute above market interest or preferential earnings.

  70. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how we align executive compensation with performance, refer to “Executive Compensation and Related Information – Compensation Discussion and Analysis.”

  71. Pay versus Performance

    | | Summary | | | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based on: | | | | | | Year (a) | Compensation Table Total for First PEO(1) (b) | Compensation Actually Paid to First PEO(2) (c) | Summary Compensation Table Total for Second PEO(3) (d) | Compensation Actually Paid to Second PEO(4) (e) | Summary Compensation Table Total for Third PEO(5) (f) | Compensation Actually Paid to Third PEO(6) (g) | Compensation Table Total for Non-PEO NEOs(7) (h) | Compensation Actually Paid to Non-PEO NEOs(8) (i) | Total Shareholder Return (TSR)(9) (j) | Peer Group 1 TSR(10) (k) | Peer Group 2 TSR(10) (k) | Net Income (millions)(11) (l) | Adjusted EBITDA (millions)(12) (m) | | 2024 | $4,212,044 | $(862,208) | $1,278,846 | $859,183 | $— | $— | $943,810 | $341,797 | $77.41 | $165.34 | $197.28 | $7.2 | $122.2 | | 2023 | $3,820,360 | $904,036 | $— | $— | $— | $— | $1,016,764 | $682,786 | $132.11 | $163.68 | $168.39 | $48.9 | $97.3 | | 2022 | $3,892,778 | $7,338,779 | $— | $— | $— | $— | $797,339 | $951,584 | $145.93 | $136.42 | $127.72 | $60.3 | $109.2 | | 2021 | $2,693,823 | $2,968,343 | $— | $— | $— | $— | $750,142 | $409,365 | $127.98 | $145.27 | $140.98 | $33.5 | $72.4 | | 2020 | $2,017,024 | $2,624,286 | $— | $— | $1,048,702 | $1,369,766 | $845,446 | $801,284 | $129.44 | $122.68 | $111.97 | $36.8 | $66.4 |

  72. Pay versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McGaugh, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Related Information – Executive Compensation Tables – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of CAP for Mr. McGaugh, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McGaugh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McGaugh’s total compensation for each year to determine the CAP:

  73. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for First PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to First PEO | | 2024 | $4,212,044 | $2,309,156 | $(2,765,096) | $(862,208) | | 2023 | $3,820,360 | $2,321,216 | $(595,108) | $904,036 | | 2022 | $3,892,778 | $2,100,001 | $5,546,001 | $7,338,779 | | 2021 | $2,693,823 | $1,419,006 | $1,693,526 | $2,968,343 | | 2020 | $2,017,024 | $1,249,999 | $1,857,261 | $2,624,286 |

  74. Pay versus Performance

    The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  75. Pay versus Performance

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $— | $(2,379,687) | — | $178,789 | $(520,027) | $(44,172) | $(2,765,096) | | 2023 | $1,430,021 | $(1,961,566) | — | $(188,128) | — | $124,565 | $(595,108) | | 2022 | $3,626,614 | $1,729,636 | — | $(49,030) | — | $238,780 | $5,546,001 | | 2021 | $1,382,320 | $202,340 | — | $17,292 | — | $91,574 | $1,693,526 | | 2020 | $1,814,792 | — | — | — | — | $42,468 | $1,857,261 |

  76. Pay versus Performance

    (3) Amount reported in column (d) is the amount of total compensation reported for Dave Basque, who served as our interim Chief Executive Officer for a portion of 2024, included in the “Total” column of the Summary Compensation Table for 2024. (4) Amount reported in column (e) represents the CAP for Mr. Basque in 2024, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Basque during 2024. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the CAP for 2024:

  77. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for Second PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Second PEO | | 2024 | $1,278,846 | $253,190 | $(166,473) | $859,183 |

  78. Pay versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  79. Pay versus Performance

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $54,231 | $(245,552) | — | $20,798 | — | $4,049 | $(166,473) |

  80. Pay versus Performance

    Amount reported in column (f) is the amount of total compensation reported for Andrean Horton, who served as our interim Chief Executive Officer for a portion of 2020, included in the “Total” column of the Summary Compensation Table for 2020. Amount reported in column (g) represents the CAP for Ms. Horton in 2020, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Horton during 2020. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the CAP for 2020:

  81. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for Third PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Third PEO | | 2020 | $1,048,702 | $389,993 | $711,057 | $1,369,766 |

  82. Pay versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  83. Pay versus Performance

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2020 | $566,205 | $138,935 | — | $(17,261) | — | $23,178 | $711,057 |

  84. Pay versus Performance

    (7) Amounts reported in column (h) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non–CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Grant Fitz, Jeff Baker, and Jim Gurnee; (ii) for 2023, Grant Fitz, Monica Vinay, Jeff Baker, and Jim Gurnee; (iii) for 2022, Sonal Robinson, Monica Vinay, Jeff Baker, Jim Gurnee, and Paul Johnson; (iv) for 2021, Sonal Robinson, Dan Hoehn, Andrean Horton, and Tom Harmon; and (v) for 2020, Kevin Brackman, Dan Hoehn, and Tom Harmon. (8) Amounts reported in column (i) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  85. Pay versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $943,810 | $391,831 | $(210,183) | $341,797 | | 2023 | $1,016,764 | $457,533 | $123,555 | $682,786 | | 2022 | $797,339 | $183,967 | $338,212 | $951,584 | | 2021 | $750,142 | $296,973 | $(43,804) | $409,365 | | 2020 | $845,446 | $263,333 | $219,171 | $801,284 |

  86. Pay versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  87. Pay versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $70,074 | $(304,942) | $22,395 | $(7,053) | $— | $9,343 | $(210,183) | | 2023 | $328,872 | $(97,458) | $— | $(8,998) | $(107,885) | $9,023 | $123,555 | | 2022 | $294,838 | $108,664 | $— | $(2,750) | $(76,160) | $13,620 | $338,212 | | 2021 | $136,391 | $4,108 | $— | $4,682 | $(189,492) | $507 | $(43,804) | | 2020 | $192,886 | $51,231 | $49,913 | $(23,265) | $(61,129) | $9,536 | $219,171 |

  88. Pay versus Performance

    Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Represents the TSR from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2023 Long-Term Incentives.” Information regarding the TSR of the S&P 600 Materials (Sector) is included in the five year cumulative total return chart included in the Company’s 2023 Annual Report on Form 10-K. (11) Amounts represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (12) Adjusted EBITDA is defined as net income plus depreciation and amortization, interest expense (net), income tax provision, and restructuring or other unusual charges. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year, to Company performance.

  89. Analysis of Information Presented in Pay versus Performance Table

    Analysis of Information Presented in Pay versus Performance Table As described in greater detail in “Executive Compensation and Related Information – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a strong pay-for-performance philosophy with an emphasis on variable, performance-based compensation. While the Company uses several objective metrics to align executive compensation with our financial performance, we do not specifically align such metrics with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables to reflect the relationships between certain of the information presented in the Pay versus Performance table and CAP. The CAP vs. TSR table includes TSR information from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The TSR information from the S&P 600 Industrials (Sector) is included as supplemental information. The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2024 Long-Term Incentives.”

  90. CEO Pay Ratio

    CEO Pay Ratio As a result of rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (in the Company’s case, the CEO). In determining the median employee, a listing of all employees (the Company’s full employee population, but excluding the CEO) as of December 31, 2024, was prepared and the Company applied a “consistently applied compensation measure” to determine the median employee. For the consistently applied compensation measure, the Company looked to annual base salaries of employees for 2024. We used an annual base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. Non-U.S. employees were included in the determination of the median employee compensation, with the salary amounts of such non-U.S. employees converted to U.S. dollars using the applicable exchange rate as of December 31, 2024. The annual total compensation paid to our CEO in 2024 based on his time of service was $4,212,044, as reflected in the Summary Compensation Table information included in this Proxy Statement. The annual total compensation for 2024 of our median employee (other than the CEO) was calculated in accordance with the requirements of the Summary Compensation Table and determined to be $63,074. Accordingly, our CEO annual total actual compensation in 2024 was approximately 66.78 times that of our median employee in 2024. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.