DEF 14A of Novanta Inc
Filed Apr 25, 2025 · FY20240000950170-25-058366
Voting for the Election of Directors
Voting for the Election of Directors Section 65(1) of the Business Corporations Act (New Brunswick) provides for cumulative voting for the election of directors so that each shareholder entitled to vote at an election of directors has the right to cast an aggregate number of votes equal to the number of votes attached to the shares held by such shareholder multiplied by the number of directors to be elected, and may cast all such votes in favor of a single candidate or distribute them among the candidates in any manner the shareholder decides. The statute further provides, in section 65(2), that a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution of the shareholders is passed unanimously permitting two or more persons to be elected by a single resolution. Where a shareholder has voted for more than one candidate without specifying the distribution of votes among such candidates, the shareholder shall be deemed to have divided the votes equally among the candidates for whom such shareholder voted. If a shareholder desires to distribute votes other than equally among the nominees for whom such shareholder has directed the persons in the enclosed form of proxy to vote, such shareholder must do so at the meeting or by another form of proxy. On any ballot for the election of directors, the persons named in the proxy will be deemed to have cast their votes equally among all the proposed nominees, unless: (a) any nominee is excluded by the shareholder in their proxy; or (b) the shareholder has directed that the shares be withheld from voting for the election of directors. Directors will be elected by a majority of the votes cast in the manner described above in an uncontested election. If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.
Counting of Votes
Counting of Votes For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. With respect to the approval of any particular proposal, abstentions and broker non-votes will not be counted in determining the number of votes cast. A broker non-vote occurs when a broker submits a proxy form with respect to common shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Brokers will return your proxy as a broker non-vote if the broker does not receive voting instructions from you and if, under applicable stock exchange or other rules, the broker does not have the discretion to vote those shares on the applicable matter(s) that come before the meeting.
Virtual Meeting Considerations
Virtual Meeting Considerations We believe a virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, as part of our efforts to minimize the negative environmental impact from physical travels, we believe that holding our annual shareholder meeting via remote participation is in the best interest of the Company and its shareholders. You will be able to attend the 2025 Annual Meeting online by visiting www.virtualshareholdermeeting.com/NOVT2025. If you are a shareholder of record, you also will be able to vote your shares electronically and submit questions at the 2025 Annual Meeting by joining the meeting following the instructions above. As part of the 2025 Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by shareholders during the meeting that are pertinent to the Company and the meeting matters, for up to 30 minutes after the completion of the 2025 Annual Meeting. Only shareholders that have accessed the 2025 Annual Meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “Attending the 2025 Annual Meeting” will be permitted to submit questions during the 2025 Annual Meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things: • irrelevant to the business of the Company or to the business of the 2025 Annual Meeting; • related to material non-public information of the Company, including the status or results of our business since our last Annual Report on Form 10-K or Quarterly Report on Form 10-Q; • related to any pending, threatened or ongoing litigation; • related to personal grievances; • derogatory references to individuals or otherwise in bad taste; • substantially repetitious of questions already asked by another shareholder; • in excess of the two-question limit; in furtherance of the shareholder’s personal or business interests; or out of order or not otherwise suitable for the conduct of the 2025 Annual Meeting as determined by the Chair or secretary of the meeting in their reasonable judgment. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the 2025 Annual Meeting webpage for shareholders that have accessed the 2025 Annual Meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “Attending the 2025 Annual Meeting.” We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. The information for assistance will be located on www.virtualshareholdermeeting.com/NOVT2025.
Item 1–Election of Directors
Item 1–Election of Directors The Articles of the Company provide that our Board is to be comprised of a minimum of five (5) and a maximum of fifteen (15) directors, as determined from time to time by resolution of the Board. The Board has resolved that the entire Board shall consist of nine (9) directors. Each nominee presented below, if elected, will serve as a director until the next annual meeting of shareholders, until his or her successor is elected or appointed, or until his or her earlier death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that a nominee is unable to serve or for good cause will not serve, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or elect to reduce the size of the Board. The names of the nominees presented for election as directors at the 2025 Annual Meeting are listed below, along with information regarding when they joined the Board, their present principal occupation, recent business experience and their service on other companies’ boards of directors. All of the nominees currently serve on the Board. There are no family relationships between any of the nominees or between the nominees and any of the Company’s officers. Mary Kay Ladone was recommended by a third-party search firm to serve on the Board in 2024 and further evaluated and recommended to the Board for consideration by the Environmental, Social and Governance Committee (the "ESG Committee") prior to her appointment in 2024 to the Board.
Director Nominees
Director Nominees THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW.
Director Nominees
| Name and Municipality of Primary Residence | Director Since | Age | Independent? | Principal Employment | Position with Novanta | | Lonny J. Carpenter Richland, Michigan, U.S.A. | 2018 | 63 | Yes | Former Group President of Stryker Corporation, a medical technologies company | Director Independent Lead Director Chair of the Compensation Committee Member of the ESG Committee | | Matthijs Glastra Boston, Massachusetts, U.S.A. | 2016 | 56 | No | Chair of the Board and Chief Executive Officer of Novanta | Same as Principal Employment | | Barbara B. Hulit Medina, Washington, U.S.A. | 2022 | 58 | Yes | Former Senior Vice President of Fortive Corporation, a diversified industrial technology growth company, and President and Chief Executive Officer of Fortive’s Advanced Healthcare Solutions segment | Director Member of the Audit Committee Member of the ESG Committee | | R. Matthew Johnson Austin, Texas, U.S.A. | 2024 | 48 | Yes | President and Chief Executive Officer of Silicon Labs, a global semiconductor technology company | Director | | Mary Kay Ladone Lisle, Illinois, U.S.A. | 2024 | 58 | Yes | Former Corporate Officer and Senior Vice President, Corporate Development, Strategy & Investor Relations at Hill-Rom Holdings, Inc., a medical technology company | Director | | Maxine L. Mauricio Greenwich, Connecticut, U.S.A. | 2020 | 54 | Yes | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of EMCOR Group, Inc., a provider of facilities construction and industrial services | Director Chair of the ESG Committee | | Thomas N. Secor New York, New York, U.S.A. | 2012 | 54 | Yes | Managing Director of Morningside Heights Capital, an investment firm | Director Member of the Audit Committee Member of the ESG Committee | | Darlene J.S. Solomon, Ph.D. Portola Valley, California, U.S.A. | 2022 | 66 | Yes | Former Senior Vice President and Chief Technology Officer of Agilent Technologies, Inc., a global leader in the life sciences, diagnostics and applied chemical markets | Director Member of the Compensation Committee | | Frank A. Wilson Wellesley Hills, Massachusetts, U.S.A. | 2021 | 66 | Yes | Former Chief Financial Officer and Senior Vice President of PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company | Director Chair of the Audit Committee Member of the Compensation Committee |
Director Nominees
Lonny J. Carpenter Lead Director Mr. Carpenter has been a Director of the Company since May 10, 2018 and has served as Lead Director since May 13, 2021. Mr. Carpenter served as the Group President, Global Quality and Business Operations for Stryker Corporation (“Stryker”), a medical technologies company, from January 2016 to March 2019. In this role, Mr. Carpenter was responsible for setting company-wide direction for quality, manufacturing, procurement and logistics strategies, as well as the oversight of Stryker’s commercial business operations in Europe, Canada, Eastern Europe, Middle East, Latin America and Africa. Mr. Carpenter served at Stryker as the Group President, Global Quality and Operations from 2011 to 2016, as the Group President, Instruments and Medical from 2008 to 2011, and as the President, Medical Division from 2006 to 2008. Mr. Carpenter began his career with Stryker in 1989, serving in multiple roles including as the Vice President, Global Operations. Mr. Carpenter has served since 2020 on the board of directors of Merit Medical Systems, Inc., a publicly traded company that manufactures and markets proprietary disposable medical devices, since 2019 on the board of directors of The Boler Company, a privately owned auto part manufacturing company, and since 2019 on the board of directors of Orchid Orthopedics Solutions, a privately owned medical device solutions company. Mr. Carpenter holds a Bachelor of Science degree from the United States Military Academy at West Point. Mr. Carpenter’s significant executive operating and commercial experience in the medical technology industry, as well as his broad business background in global manufacturing, engineering, supply chain, quality assurance, and regulatory affairs, provides the Board with greater insight into the healthcare industry. Mr. Glastra was appointed Chair of the Company’s Board of Directors on May 13, 2021 and has served as the Company’s Chief Executive Officer and as a Director since September 1, 2016. Mr. Glastra joined Novanta in 2012 as a Group President and was appointed the Company’s Chief Operating Officer in February 2015. Prior to Novanta, Mr. Glastra led and grew global technology businesses in advanced industrial and medical end markets during an 18-year career with Philips, both in Europe and in Silicon Valley. At Philips, Mr. Glastra served as Chief Executive Officer of Philips Entertainment Lighting in 2012 and as Chief Operating Officer of Philips Lumileds from 2007 to 2012. Prior to that, Mr. Glastra held multiple General Manager and Vice President positions at the Philips Healthcare, Semiconductor and Lighting divisions from 1994 to 2007. Mr. Glastra also served as Director of Corporate Strategy in the Philips corporate headquarters. Mr. Glastra holds a Master of Science degree in Applied Physics from Delft University of Technology in Delft, Netherlands, an Advanced Engineering Degree from ESPCI in Paris, France, and an MBA from INSEAD in Fontainebleau, France. Mr. Glastra’s more than 25 years of leadership and executive operating experience in Original Equipment Manufacturer-based technology businesses in advanced industrial and medical end markets, and his intimate knowledge of the Company’s businesses provide valuable insight to the Board in formulating and executing the Company’s strategy. He currently serves on the Board of Directors of IDEX Corporation (NYSE: IEX). Barbara B. Hulit Director Ms. Hulit has been a Director of the Company since July 26, 2022. She served as CEO and President of the Advanced Healthcare Solutions segment of Fortive Corporation, an industrial technology company, from July 2021 until her retirement in January 2023 and as a Senior Vice President at Fortive from June 2016 to July 2021. While at Fortive, she also had company-wide responsibility for the Fortive Business System office, IT, procurement, and high growth markets. Prior to the 2016 spin-off of Fortive from Danaher Corporation, Ms. Hulit held both line and staff roles at Danaher. She led the Danaher Business System Office from 2012 to 2016 and was the President of Fluke Corporation from 2005 to 2012. Ms. Hulit started her post-graduate career with The Boston Consulting Group where she worked primarily on growth strategies. Ms. Hulit holds a Bachelor of Business Administration from the University of Texas and an MBA from the Kellogg School of Management at Northwestern University. Ms. Hulit was named one of the top women in STEM for her role in establishing the Washington STEM Center and serves on the Dean’s Advisory Council for the Graduate School of the Kellogg School of Management. She also has served as a member of the board of directors at Envista Holdings Corporation, a global dental business, since 2021 and on the board of directors of PACCAR, a design, manufacture and customer support company for light, medium and heavy duty trucks, since 2023. Ms. Hulit brings to the Company’s Board of Directors extensive experience in business strategy, operations, innovation, M&A and IT. R. Matthew Johnson Director Mr. Johnson has been a director of the Company since May 9, 2024. Mr. Johnson has served as President and Chief Executive Officer of Silicon Labs, a global semiconductor technology company, since 2022. Prior to this position, Mr. Johnson served as President of Silicon Labs from 2021 to 2022 and as Senior Vice President and General Manager of Silicon Lab's Internet of Things Products from 2018 to 2021. Prior to joining Silicon Labs, Mr. Johnson, held various leadership positions at NXP Semiconductors, N.V., Freescale Semiconductors, Inc., and Fairchild Semiconductor International, Inc. Mr. Johnson holds a Bachelor of Science degree in Electrical Engineering Technology from the University of Maine and has completed executive courses at Harvard Business School and Stanford University. Mr. Johnson is currently serving on the boards of Dell Children's Foundation, the Global Semiconductor Alliance and the Semiconductor Industry Alliance. Mr. Johnson brings to the Company's Board of Directors extensive experience in business operations, strategic planning, and corporate governance. Mary Kay Ladone Director Ms. Ladone has been a director of the Company since July 11, 2024. Until January 2022, Ms. Ladone served as Corporate Officer and Senior Vice President, Corporate Development, Strategy & Investor Relations at Hill-Rom Holdings, Inc., a medical technology company. Previously, Ms. Ladone served as Senior Vice President and Corporate Officer, Investor Relations of Baxalta, Inc., a global biopharmaceutical company. Prior to Baxalta Inc., Ms. Ladone served in a variety of senior finance, business development and investor relations roles for Baxter International, Inc., a global medtech company, from 1998 until July 2015. Ms. Ladone currently serves on the board of directors of Bioventus Inc. (Nasdaq: BVS), a medical device company focused on pain treatments, restorative therapies and surgical solutions, Inogen (Nasdaq: INGN), a portable oxygen therapies provider, and Kestra Medical Technologies, Ltd. (Nasdaq: KMTS), a wearable medical device and digital healthcare company. Ms. Ladone received a Bachelor of Business Administration degree from the University of Notre Dame. Ms. Ladone brings to the Company’s Board of Directors extensive experience in and valuable insights on corporate development, finance, and investor relations. Maxine L. Mauricio Director Ms. Mauricio has been a Director of the Company since May 26, 2020. Ms. Mauricio has served as General Counsel and Secretary of EMCOR Group Inc.(“EMCOR”), a provider of facilities construction and industrial
Director Nominees
services, since January 2016 and Chief Administrative Officer since January 2024. Ms. Mauricio has been an Executive Vice President of EMCOR since February 2021 and was a Senior Vice President from January 2016 to February 2021. From January 2012 to December 2015, Ms. Mauricio was Vice President and Deputy General Counsel of EMCOR, and from May 2002 to December 2011, she served as EMCOR’s Assistant General Counsel. Prior to joining EMCOR, Ms. Mauricio was an associate at Ropes & Gray LLP. Ms. Mauricio received her bachelor’s degree summa cum laude from Dartmouth College and graduated cum laude from Harvard Law School. Currently, Ms. Mauricio is a member of the Native American Visiting Committee of Dartmouth College and the Board of Visitors of the Nelson A. Rockefeller Center for Public Policy and the Social Sciences. At EMCOR, in addition to legal and compliance matters, Ms. Mauricio has the oversight responsibility for sustainability, diversity and inclusion, human resources, cybersecurity, safety and marketing. In May 2022, Ms. Mauricio received a certificate from MIT Management Executive Education in Cybersecurity Leadership for Non-Technical Executives. Ms. Mauricio brings to the Company’s Board of Directors extensive corporate governance, legal, cybersecurity leadership and compliance expertise acquired at a global Fortune 500 company. Thomas N. Secor Director Mr. Secor has been a Director of the Company since June 14, 2012. Mr. Secor has been Managing Director of Morningside Heights Capital, an investment firm, since March 2012. From April 2007 until March 2012, Mr. Secor was employed by Goldman Sachs & Co, where he worked with Liberty Harbor, an absolute-return investment fund. While at Liberty Harbor, Mr. Secor focused on the fund’s fundamental investment strategies, including debt and equity transactions. From 2005 until March 2007, Mr. Secor was a director and member of the legal group at Amaranth Advisors, an investment advisor. From 1998 until 2005, Mr. Secor was an attorney with Cleary, Gottlieb, Steen & Hamilton where he specialized in corporate and securities law. Mr. Secor received his Bachelor of Arts degree, cum laude, from Pomona College and his Juris Doctorate, cum laude, from the University of Chicago Law School. Mr. Secor brings to the Company’s Board of Directors more than 20 years of experience in strategic transactions, corporate finance and profit management across a wide range of industries, as well as extensive corporate governance experience. Darlene J.S. Solomon, Ph.D. Director Dr. Solomon has been a Director of the Company since June 28, 2022. She served as Senior Vice President and Chief Technology Officer of Agilent Technologies, Inc., a global leader in the life sciences, diagnostics and applied chemical markets, from 2006 until July 2023. Prior to 2006, Dr. Solomon served as Vice President and Director of Agilent Laboratories, Agilent's centralized advanced research organization. She joined Agilent in 1999 and served in a dual capacity as the director of the Life Sciences Technologies Laboratory and as the senior director, research and development/technology for Agilent’s Life Sciences and Chemical Analysis business. She received her bachelor’s degree in Chemistry from Stanford University and her Ph.D. in Inorganic Chemistry from MIT. Dr. Solomon is a member of the National Academy of Engineering and serves on multiple academic and government advisory boards focused on science, technology, and innovation. Dr. Solomon has also served on the Board of Directors at Materion Corporation, a leader in advanced materials, since 2011. With extensive knowledge and experience in markets important to Novanta and leading innovation in a diversified global technology enterprise, Dr. Solomon brings to the Company’s Board of Directors valuable insight on research and development, strategy, sustainability, and additional operational challenges faced by companies focused on commercialization of technology innovations.
Director Compensation
Director Compensation In general, the Company uses a combination of cash and equity-based compensation to attract and retain candidates to serve on the Company’s Board of Directors. The Company does not compensate directors who are also employees for their service on the Board. Accordingly, during the year ended December 31, 2024, Mr. Glastra, who served as the Company’s Chief Executive Officer and as the Chair of the Board, did not receive any compensation for his service on the Board. Compensation for the Board is overseen by the ESG Committee rather than the Compensation Committee, which focuses on employee compensation. The ESG Committee periodically reviews the cash and equity-based compensation for non-employee directors and makes recommendations to the full Board for any adjustments. The Board of Directors approves the policy pursuant to which the compensation of the non-employee directors is provided. Under this policy (the Non-Employee Director Compensation Policy, in effect as of January 1, 2019 and amended on May 13, 2021 and February 25, 2023), the non-employee directors receive the following compensation: • An annual cash retainer in the amount of $67,500 for each non-employee director; • An additional annual cash retainer in the amount of $25,000 for the Lead Director; • An additional annual cash retainer in the amount of $125,000 for the non-executive Chair of the Board of Directors, if applicable; • An additional annual cash retainer in the amount of $25,000 for the Chair of the Audit Committee (unless such Chair is also serving as non-executive Chair of the Board of Directors); • An additional annual cash retainer in the amount of $20,000 for the Chair of the Compensation Committee (unless such Chair is also serving as non-executive Chair of the Board of Directors); • An additional annual cash retainer in the amount of $15,000 for the Chair of the ESG Committee (unless such Chair is also serving as non-executive Chair of the Board of Directors); • An additional annual cash retainer for each non-employee member (other than the Chair) of each of the Audit Committee, Compensation Committee and ESG Committee (unless such member also serves as non-executive Chair of the Board of Directors) in the amount of $10,000, $10,000 and $5,000, respectively; and • An annual grant of equity with a grant-date fair value of $200,000 to each non-employee member of the Board of Directors. All annual grants of equity to the Board of Directors will be in the form of RSUs that vest upon grant and will be converted into the Company's common shares on the first anniversary of the date of grant. Any non-employee director who is initially elected to the Board on any date other than the first business day of an applicable calendar year receives a pro-rated cash retainer and grant of equity based on their date of election to the Board. As of December 31, 2024, each director was also a party to an indemnification agreement with the Company. Such indemnification agreements generally provide, among other things, that each director shall be indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such director in connection with any proceeding by reason of his or her relationship with the Company. In addition, such indemnification agreements provide for the advancement of expenses incurred by such director in connection with any proceeding covered by such indemnification agreements, subject to the conditions set forth therein and to the extent such advancement is not prohibited by law.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned during the fiscal year ended December 31, 2024 by the Company’s non-employee directors.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Lonny J. Carpenter | 117,500 | 199,953 | 317,453 | | Barbara B. Hulit | 77,201 | 199,953 | 277,154 | | R. Matthew Johnson | 43,764 | 129,710 | 173,474 | | Mary Kay Ladone | 31,916 | 94,717 | 126,633 | | Maxine L. Mauricio | 82,500 | 199,953 | 282,453 | | Katherine A. Owen(4) | 58,125 | 199,953 | 258,078 | | Thomas N. Secor | 82,500 | 199,953 | 282,453 | | Darlene J.S. Solomon, Ph.D. | 77,500 | 199,953 | 277,453 | | Frank A. Wilson | 102,500 | 199,953 | 302,453 |
Director Compensation Table
1.) All fees payable in cash and earned by the Company’s Board of Directors during the year ended December 31, 2024 were paid in full prior to December 31, 2024. Amounts shown do not reflect compensation actually received. Rather, amounts shown represent the aggregate grant date fair value (based on the closing price of the Company’s common stock on the date of grant) of each director’s restricted stock unit award determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation”. The restricted stock units granted to the directors were fully vested upon grant and the associated expenses were recognized in full on the grant date in accordance with ASC Topic 718. The amounts represent the aggregate grant date fair value associated with the annual restricted stock unit award granted to each director on January 2, 2024, except for Mr. Johnson and Ms. Ladone, whose awards were granted on May 8, 2024 and July 11, 2024, respectively. In accordance with the compensation arrangement with the Board of Directors, the number of restricted stock units granted on January 2, 2024 was determined based on the closing price of the Company’s common stock of $164.30 per share. The number of pro-rated restricted stock units granted on May 8, 2024 was determined based on the closing price of the Company’s common stock of $158.57 per share. The number of pro-rated restricted stock units granted on July 11, 2024 was determined based on a closing price of $165.59 per share. Ms. Owen resigned as a director, effective July 11, 2024. The following table sets forth the aggregate outstanding deferred stock units and restricted stock units held by each director as of December 31, 2024:
Director Compensation Table
| Name | Deferred Stock Units(1) (#) | Restricted Stock Units(2) (#) | Total (#) | | Lonny J. Carpenter | 3,794 | 1,217 | 5,011 | | Barbara B. Hulit | 651 | 1,217 | 1,868 | | R. Matthew Johnson | — | 818 | 818 | | Mary Kay Ladone | — | 572 | 572 | | Maxine L. Mauricio | 1,790 | 1,217 | 3,007 | | Thomas N. Secor | 32,077 | 1,217 | 33,294 | | Darlene J.S. Solomon, Ph.D. | 721 | 1,217 | 1,938 | | Frank A. Wilson | 1,223 | 1,217 | 2,440 | | Total | 40,256 | 8,692 | 48,948 |
Director Compensation Table
Deferred stock units granted to the directors were fully vested on the date of grant and will convert into an equal number of shares of the Company’s common stock as of the date the respective director ceases to be a member of the Board of Directors. The following table presents the number of deferred stock units granted to each director, separated by grant date:
Director Compensation Table
| Grant Date | Mr. Carpenter | Ms. Hulit | Mr. Johnson | Ms. Ladone | Ms. Mauricio | Mr. Secor | Dr. Solomon | Mr. Wilson | | July 2, 2012 | — | — | — | — | — | 2,982 | — | — | | January 1, 2013 | — | — | — | — | — | 7,218 | — | — | | January 1, 2014 | — | — | — | — | — | 5,561 | — | — | | January 1, 2015 | — | — | — | — | — | 4,246 | — | — | | January 1, 2016 | — | — | — | — | — | 4,589 | — | — | | January 1, 2017 | — | — | — | — | — | 2,977 | — | — | | January 1, 2018 | — | — | — | — | — | 1,250 | — | — | | May 10, 2018 | 635 | — | — | — | — | — | — | — | | October 1, 2018 | — | — | — | — | — | 21 | — | — | | January 2, 2019 | 992 | — | — | — | — | 1,071 | — | — | | January 2, 2020 | 682 | — | — | — | — | 737 | — | — | | May 26, 2020 | — | — | — | — | 374 | — | — | — | | July 1, 2020 | 23 | — | — | — | — | — | — | — | | January 4, 2021 | 573 | — | — | — | 531 | 573 | — | — | | May 13, 2021 | — | — | — | — | — | — | — | 304 | | January 3, 2022 | 388 | — | — | — | 359 | 388 | — | 359 | | April 5, 2022 | — | — | — | — | — | — | — | 40 | | May 12, 2022 | — | — | — | — | 25 | — | — | — | | June 28, 2022 | — | — | — | — | — | — | 257 | — | | July 26, 2022 | — | 187 | — | — | — | — | — | — | | January 3, 2023 | 501 | 464 | — | — | 501 | 464 | 464 | 520 | | Total | 3,794 | 651 | — | — | 1,790 | 32,077 | 721 | 1,223 |
Director Compensation Table
2.) Restricted stock units granted to the directors fully vest upon grant and settle in common shares on the first anniversary of the grant date. The following table presents the number of outstanding restricted stock units granted to each director, separated by grant date:
Director Compensation Table
| Grant Date | Mr. Carpenter | Ms. Hulit | Mr. Johnson | Ms. Ladone | Ms. Mauricio | Mr. Secor | Dr. Solomon | Mr. Wilson | | January 2, 2024 | 1,217 | 1,217 | — | — | 1,217 | 1,217 | 1,217 | 1,217 | | May 8, 2024 | — | — | 818 | — | — | — | — | — | | July 11, 2024 | — | — | — | 572 | — | — | — | — | | Total | 1,217 | 1,217 | 818 | 572 | 1,217 | 1,217 | 1,217 | 1,217 |
Role of the Compensation Committee, Management and Outside Advisors
Role of the Compensation Committee, Management and Outside Advisors The Compensation Committee is responsible for designing, implementing and evaluating the Company’s executive compensation plans and policies. Among its responsibilities, the Compensation Committee: • Reviews the Compensation Committee Charter annually and amends it as appropriate; • Establishes the Company’s compensation philosophy and the framework for determining the compensation of the NEOs; • Reviews, evaluates and approves base salaries, cash-based incentives, long-term equity-based incentives and all other forms of compensation for the NEOs; Evaluates the performance of the CEO and receives performance evaluations of the other NEOs as reported by the CEO, which will impact the following year’s compensation decisions; Reviews and approves the performance objectives, including the target financial objectives for both cash-based incentives and performance-based stock awards, applicable to each of the NEOs; Certifies performance after the end of each year and approves annual cash incentive payouts; and • Certifies performance payout and vesting of performance stock unit awards after the end of the relevant performance period. In performing the responsibilities above, the Compensation Committee receives advice and input, as applicable, from the Board of Directors, the Chief Executive Officer, the Chief Human Resources Officer, the Company's General Counsel and outside compensation consultants, on compensation issues and regarding general compensation policies, including the appropriate level and mix of the compensation for executive officers. The Compensation Committee meets in executive sessions and, where appropriate, with members of management, including the CEO, Chief Human Resources Officer and General Counsel and Corporate Secretary, outside consultants and the Company’s outside legal counsel. Although the CEO is generally present during the non-executive sessions of the Compensation Committee meetings and provides input to the Compensation Committee with regards to compensation for his direct reports, the Compensation Committee makes all decisions with regards to CEO compensation in executive sessions and the CEO has no vote in the actual approval of compensation for any executive officer. Pursuant to its charter, the Compensation Committee may form and delegate authority to subcommittees of the Compensation Committee, to the extent consistent with the Company’s Articles of Continuance, Bylaws, Corporate Governance Guidelines, applicable law and Nasdaq rules, except that it may not delegate its responsibilities for any matters that involve executive compensation or any matters where it has determined that such compensation is intended to comply with the grandfather provisions of Section 162(m) of the Internal Revenue Code (“the Code”), by virtue of being approved by a committee of “outside directors” or is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.”
Executive Compensation and Comparable Company Data
Executive Compensation and Comparable Company Data Generally, the Compensation Committee reviews each named executive officer’s total compensation each year and, in connection therewith, considers market data for similar positions at other public companies and other relevant sources. The Compensation Committee may retain the services of advisors and has the budgetary authority to hire such advisors as it deems necessary for its compensation review. In 2023, the Compensation Committee worked directly with Aon to design the fiscal year 2024 executive compensation plans. Aon helped the Compensation Committee assess whether the total compensation paid to the NEOs is fair, reasonable and competitive. The Company has assessed the independence of Aon and its representatives and has determined that no conflicts of interest exist. To avoid any conflict of interest, Aon did not provide consulting services other than services related to executive and director compensation to the Company during 2024. Generally, the types of compensation and benefits provided to the NEOs are intended to be similar to those provided to executive officers at other public companies. While the Compensation Committee does not believe it is appropriate to set executive compensation levels based exclusively on compensation surveys and comparable company data, the Compensation Committee uses publicly available surveys and comparable company data as tools for assessing whether the Company’s executive compensation program is, in the aggregate, reasonable in scope, market-competitive, and consistent from year to year. In late 2023, Aon was asked to develop a compensation report that identifies market-based compensation structures, pay practices and rates of compensation for targeted positions at the Company as compared to the Company’s peer group. The peer group is selected based on relevant factors, including industry, fiscal year or trailing twelve-month revenue, market capitalization, total shareholder return and EBITDA. The peer group used in this compensation report prepared by Aon in November 2023, which was used in establishing the 2024 compensation of our NEOs, was comprised of the following companies:
Executive Compensation Program Elements
Short Term Cash Incentives The Senior Management Incentive Plan (“SMIP”) includes cash incentives that are designed to motivate and reward the Company’s key management team members for driving short-term performance within their respective organizations and across the Company. The cash incentives pursuant to the 2024 SMIP plan for the NEOs are earned based on the achievement against 2024 Organic Revenue Growth rate and Adjusted EBITDA target (the “Financial Objectives”), approved by the Compensation Committee in February 2024. The target levels of the Financial Objectives (provided below) are correlated with the Company’s annual growth and profitability objectives. Although the target financial metrics for cash incentives are intended to be achievable, a maximum bonus payout would require very high levels of performance. Actual performance against the Financial Objectives must be within an established range of the targets to result in any payout, and each objective is measured and achievement is calculated independently as described in more detail below. Each of the NEOs had an established bonus incentive target, which is based on a percentage of current annual base salary. Pursuant to the SMIP, the target bonus would be payable upon 100% achievement of the applicable Financial Objectives for fiscal year 2024. The table below summarizes the target cash incentive bonus along with the minimum and maximum payouts for each NEO under the SMIP, including the annual target as a percentage of base salary and the annual bonus target in dollars.
Executive Compensation Program Elements
| Name | Cash Incentive Annual Target (% of base salary) | Cash Incentive Annual Target | Cash Incentive Minimum Payout | Cash Incentive Maximum Payout | | Matthijs Glastra | 150% | $1,254,000 | — | $2,508,000 | | Robert J. Buckley | 90% | $497,219 | — | $994,438 | | Michele D. Welsh | 65% | $247,236 | — | $494,472 | | Brian S. Young | 65% | $243,357 | — | $486,715 |
Executive Compensation Program Elements
The cash incentives are eligible to be earned annually. Payouts for all NEOs are calculated as the achievement against the Financial Objectives multiplied by the target bonus percentage and base salary for the applicable period for each NEO. The cash incentives earned in the current year are paid in March of the following year. Amounts earned based on the Financial Objectives will vary depending upon the level of achievement of the Financial Objectives and are calculated using payout curves. The threshold, target and maximum payouts pursuant to the 2024 Financial Objectives are presented below. There is no payout when the threshold 2024 Financial Objectives are not met.
Executive Compensation Program Elements
| Fiscal Year 2024 | Adjusted EBITDA 70% Weight | Organic Revenue Growth 30% Weight | Range of Payouts | | Threshold | $201 million | 1.0% | 50% of target payout | | Target | $224 million | 2.0% | 100% of target payout | | Maximum | $246 million | 3.0% | 200% of target payout |
Executive Compensation Program Elements
Actual Adjusted EBITDA for the fiscal year 2024 was $209.8 million and Organic Revenue Growth was (1.6%), which resulted in cash incentives earned by the NEOs of a blended 48.6% payout of their target bonuses. Equity-Based Compensation The Company uses equity-based compensation to align executive compensation with long-term goals that enhance shareholder value and to promote executive retention with the Company by extending vesting periods over several years. Accordingly, the Company makes equity-based compensation a significant portion of our NEO compensation, as demonstrated by the grants made to the NEOs in 2024. Further, we are committed to granting a majority of the long-term incentive compensation for our NEOs in the form of performance-based equity instruments. The following table presents the equity grants awarded to the NEOs in 2024:
Executive Compensation Program Elements
| | Performance Stock Units Awards | | | Option Awards (#) | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock Awards | | Name | Threshold (#) | Target (#) | Maximum (#) | | | | | Matthijs Glastra | 14,669 | 29,337 | 76,276 | 31,747 | $157.48 | $7,289,471 | | Robert J. Buckley | 6,223 | 12,446 | 32,360 | 13,469 | $157.48 | $3,092,540 | | Michele D. Welsh | 1,745 | 3,489 | 9,071 | 3,777 | $157.48 | $867,010 | | Brian S. Young | 1,945 | 3,889 | 10,111 | 4,210 | $157.48 | $966,409 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation earned by each of the Company’s named executive officers during the fiscal years ended December 31, 2024, 2023 and 2022, respectively. The Company’s NEOs consisted of: (i) the individual who served as the Chief Executive Officer (Matthijs Glastra), (ii) the individual who served as the Chief Financial Officer (Robert J. Buckley), (iii) the individual who served as the General Counsel and Corporate Secretary (Michele D. Welsh), and (iv) the individual who served as the Chief Human Resources Officer (Brian S. Young, whose termination was effective November 1, 2024).
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Matthijs Glastra | 2024 | 826,308 | — | 5,309,411 | 1,980,060 | 609,731 | 50,795 | 8,776,305 | | Chief Executive Officer | 2023 | 784,391 | — | 4,862,679 | 1,800,091 | 760,809 | 54,148 | 8,262,118 | | | 2022 | 730,703 | — | 3,428,932 | 1,251,099 | 1,853,358 | 37,943 | 7,302,035 | | Robert J. Buckley | 2024 | 546,061 | — | 2,252,478 | 840,062 | 241,762 | 32,707 | 3,913,070 | | Chief Financial Officer | 2023 | 521,898 | — | 1,823,573 | 675,003 | 301,666 | 40,582 | 3,362,722 | | | 2022 | 495,827 | — | 1,263,328 | 460,879 | 670,727 | 31,315 | 2,922,076 | | Michele D. Welsh | 2024 | 376,900 | — | 631,439 | 235,571 | 120,213 | 27,011 | 1,391,134 | | General Counsel and Corporate Secretary | 2023 | 362,789 | — | 587,535 | 217,572 | 151,449 | 27,850 | 1,347,195 | | | 2022 | 154,808 | 30,000 | 1,321,553 | — | 349,684 | 157,343 | 2,013,388 | | Brian S. Young | 2024 | 327,788 | — | 703,831 | 262,578 | 99,253 | 953,373 | 2,346,823 | | Former Chief Human Resources Officer | 2023 | 357,098 | — | 701,123 | 259,493 | 149,073 | 34,027 | 1,500,814 | | | 2022 | 339,259 | — | 541,507 | 197,519 | 344,198 | 27,681 | 1,450,164 |
Summary Compensation Table
1.) Amounts reflect actual base salary paid to each NEO in 2024, 2023 and 2022, respectively. Ms. Welsh joined the Company as General Counsel and Corporate Secretary on July 11, 2022. 2.) Amount shown for 2022 represents a cash signing bonus for Ms. Welsh as part of her employment agreement with the Company. 3.) Amounts shown do not reflect compensation actually received. Rather, amounts shown represent the aggregate grant-date fair value of these awards determined in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 13 to our Consolidated Financial Statements for the fiscal year ended December 31, 2024 (disregarding any reduction in such value due to any estimate of forfeitures related to service-based vesting conditions and assuming achievement of 100% target performance for each performance-based awards). Further information on the PSUs is provided under the “Grants of Plan-Based Awards Table” below. 4.) Amounts represent the aggregate grant date fair value of stock options as computed in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 13 to our Consolidated Financial statements for the fiscal year ended December 31, 2024. Amounts shown for each year consist of cash incentives earned under the SMIP plan as of the end of the year but paid in the subsequent year. Pursuant to the terms of Ms. Welsh’s employment agreement with the Company, her 2022 annual incentive payout was not prorated based on her employment start date. Amounts in 2024 include the following:
Summary Compensation Table
| | Matthijs Glastra ($) | Robert J. Buckley ($) | Michele D. Welsh ($) | Brian S. Young ($) | | Defined Contribution Plan Company Match | $17,250 | $17,250 | $17,250 | $17,250 | | Life Insurance | 6,875 | 4,045 | 3,240 | 2,970 | | Disability Insurance | 25,990 | 10,732 | 5,841 | 5,922 | | Taxable Fringe | 680 | 680 | 680 | 601 | | Cash Severance(a) | — | — | — | 926,630 | | Total | $50,795 | $32,707 | $27,011 | $953,373 |
Summary Compensation Table
a. Mr. Young's employment was terminated effective as of November 1, 2024. See "Potential Payments upon Termination or Change in Control" for further description of his severance benefit. Amount shows severance accrued for Mr. Young, with certain portions payable in subsequent fiscal years.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information regarding all plan-based awards granted to the Company’s NEOs during the year ended December 31, 2024.
Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | Name | Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Option Awards: Number of Security Underlying Options (#)(3) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Matthijs Glastra | Cash Incentive | | 627,000 | 1,254,000 | 2,508,000 | | | | | | | | | EBITDA-PSUs (4) | 2/21/2024 | | | | 7,334 | 14,668 | 38,137 | | | 2,654,615 | | | Revenue-PSUs (4) | 2/21/2024 | | | | 7,335 | 14,669 | 38,139 | | | 2,654,796 | | | Stock Options | 2/21/2024 | | | | | | | 31,747 | 157.48 | 1,980,060 | | Robert J. Buckley | Cash Incentive | | 248,610 | 497,219 | 994,438 | | | | | | | | | EBITDA-PSUs (4) | 2/21/2024 | | | | 3,112 | 6,223 | 16,180 | | | 1,126,239 | | | Revenue-PSUs (4) | 2/21/2024 | | | | 3,112 | 6,223 | 16,180 | | | 1,126,239 | | | Stock Options | 2/21/2024 | | | | | | | 13,469 | 157.48 | 840,062 | | Michele D. Welsh | Cash Incentive | | 123,618 | 247,236 | 494,472 | | | | | | | | | EBITDA-PSUs (4) | 2/21/2024 | | | | 872 | 1,744 | 4,534 | | | 315,629 | | | Revenue-PSUs (4) | 2/21/2024 | | | | 873 | 1,745 | 4,537 | | | 315,810 | | | Stock Options | 2/21/2024 | | | | | | | 3,777 | 157.48 | 235,571 | | Brian S. Young | Cash Incentive | | 121,679 | 243,357 | 486,715 | | | | | | | | | EBITDA-PSUs (4) | 2/21/2024 | | | | 972 | 1,944 | 5,054 | | | 351,825 | | | Revenue-PSUs (4) | 2/21/2024 | | | | 973 | 1,945 | 5,057 | | | 352,006 | | | Stock Options | 2/21/2024 | | | | | | | 4,210 | 157.48 | 262,578 |
Grants of Plan-Based Awards Table
Amounts shown in these columns reflect the aggregate threshold, target and maximum payout levels for cash incentives under the SMIP. Pursuant to the SMIP, each NEO has an established target bonus which is based on a percentage of the respective NEO’s base salary. A target payout assumes a 100% payout of the target bonus based on 100% achievement of the respective Financial Objectives under the SMIP. A threshold payout assumes 50% payout for attaining the minimum performance achievement of 90% of Adjusted EBITDA target and 1.0% of Organic Revenue Growth. A maximum payout assumes a 200% payout for achievement of 110% or more of Adjusted EBITDA target and 3.0% or more of Organic Revenue Growth. If the minimum performance target is not achieved, the payout will be zero. See the section entitled “Compensation Discussion and Analysis” for further detail of the Financial Objectives and amounts earned. The actual amount earned is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. Amounts shown in these columns reflect the threshold, target and maximum vesting levels of the performance stock units. The grant date fair value of these units was based on the target number of shares that might be earned. These performance stock units cliff-vest following the end of the applicable three-year performance period based on achievement of the applicable performance threshold and the Company’s TSR performance vs the TSR of the Russell 2000 Index companies, subject to continued employment on the date of vesting and accelerated vesting under specified circumstances. Further information regarding accelerated vesting is provided in the section entitled “Potential Payments Upon Termination or Change in Control”. 3.) The number of shares in this column represents the number of shares subject to stock options granted in 2024. These stock options vest one-third annually on each of the first, second, and third anniversaries of the date of grant, subject to continued employment on the date of vesting and accelerated vesting under specified circumstances. Further information regarding accelerated vesting is provided in the section entitled “Potential Payments Upon Termination or Change in Control.” 4.) EBITDA-PSUs and Revenue-PSUs are considered hybrid awards. The grant-date fair values of these hybrid PSU awards are determined using the Monte Carlo valuation model as of February 21, 2024. The key inputs to the Monte Carlo valuation model included the length of the remaining performance period as of the date of grant, the expected stock price volatilities for both the Company’s common stock and the Russell 2000 index, and the estimated risk-free interest rate for the measurement period.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of the equity and non-equity incentive plan compensation disclosed in the Summary Compensation Table and the 2024 Grants of Plan-Based Awards Table are discussed above under the heading “Compensation Discussion and Analysis,” as well as in the footnotes to the applicable tables. Certain other elements of the NEOs’ compensation are provided for in their employment agreements, described below. Matthijs Glastra In connection with the appointment of Mr. Glastra as the Company’s Chief Executive Officer in 2016, the Company and Mr. Glastra entered into an employment agreement, which was then subsequently amended and restated on April 21, 2017 (the “Amended and Restated CEO Employment Agreement”). The initial term of Mr. Glastra’s employment as the Chief Executive Officer under the Amended and Restated CEO Employment Agreement was a three-year period ending on July 27, 2019, and has been extended annually pursuant to an “evergreen” provision providing for automatic extensions for successive one-year periods absent prior notice of non-renewal from either the Company or Mr. Glastra. Pursuant to the Amended and Restated CEO Employment Agreement, Mr. Glastra is entitled to a base salary of at least $515,000 per year and, beginning with respect to fiscal year 2017, an annual performance-based cash incentive with a target bonus opportunity of at least 100% of his annual base salary. Mr. Glastra is entitled to receive an annual equity award (the “Annual Equity Awards”) with a grant-date fair value equal to 200% of his base salary or, at the discretion of the Board or the Compensation Committee, a higher amount as determined by market based benchmarks. Since the commencement of Mr. Glastra's employment agreement in 2016, the Compensation Committee has reviewed and adjusted Mr. Glastra's compensation on an annual basis. Additional discussion of Mr. Glastra’s compensation and certain termination benefits pursuant to the Amended and Restated CEO Employment Agreement is provided in sections entitled “Executive Compensation Program Elements” and “Potential Payments Upon Termination or Change in Control.” Robert J. Buckley In 2011, the Company and Mr. Buckley entered into an employment agreement providing for the employment of Mr. Buckley in an advisory capacity prior to March 31, 2011, and as the Company’s Chief Financial Officer beginning on March 31, 2011. On April 21, 2017, the Company entered into an amended and restated employment agreement (the “Amended and Restated CFO Employment Agreement”) extending the term of Mr. Buckley’s employment through February 22, 2018, which term has been extended pursuant to an “evergreen” provision providing for automatic extensions for successive one-year periods thereafter unless either the Company or Mr. Buckley gives 90 days’ notice of non-extension to the other party. Pursuant to the Amended and Restated CFO Employment Agreement, Mr. Buckley is entitled to a base salary of at least $407,724 per year, an annual performance-based cash incentive opportunity with a minimum target of 75% of his annual base salary and an annual equity compensation award with a grant date fair value equal to 150% of his annual base salary or, at the discretion of the Board or the Compensation Committee, a higher amount as determined by market based benchmarks. Since the commencement of Mr. Buckley’s employment in 2011, the Compensation Committee has reviewed and adjusted Mr. Buckley’s compensation on an annual basis. Additional discussion of Mr. Buckley’s compensation and certain termination benefits pursuant to the Amended and Restated CFO Employment Agreement is provided in sections entitled “Executive Compensation Program Elements” and “Potential Payments Upon Termination or Change in Control.” Michele D. Welsh On July 11, 2022, the Company and Ms. Welsh entered into an employment agreement (the “Welsh Employment Agreement”). The Welsh Employment Agreement provides that Ms. Welsh will serve as the General Counsel and Corporate Secretary of the Company until the agreement’s one year anniversary, which term was then extended pursuant to an “evergreen” provision providing for automatic extensions for successive one-year periods thereafter unless either the Company or Ms. Welsh gives 90 days’ notice of non-extension to the other party. Pursuant to the Welsh Employment Agreement, Ms. Welsh is entitled to a base salary of at least $350,000 per year, an annual performance-based cash incentive opportunity with a minimum target of 60% of her annual base salary and an annual equity compensation award as determined by the Board or the Compensation Committee in its discretion. Solely for fiscal year 2023, the Welsh Employment Agreement states that it would be recommended to the Compensation Committee that Ms. Welsh’s annual equity award have a $640,000 minimum dollar value. In connection with Ms. Welsh joining the Company, the Welsh Employment Agreement also provided for a one-time cash bonus of $30,000 (subject to reimbursement if she voluntarily leaves or is terminated for cause before the first anniversary of her start date) and that certain relocation expenses incurred in connection with Ms. Welsh’s move to the Company’s headquarters in Bedford, Massachusetts be reimbursed to her. For the year ended December 31, 2022, Ms. Welsh was eligible for the full year of cash incentives under the SMIP plan. In addition, Ms. Welsh was also granted a one-time equity-based compensation award with an aggregate value equal to $1,250,000 pursuant to the Welsh Employment Agreement (with, upon Compensation Committee’s approval, approximately $610,000 of the award being granted in three-year pro rata vesting restricted stock units and $640,000 of the award being granted in performance stock units with a three-year performance period). Since the commencement of Ms. Welsh’s employment in 2022, the Compensation Committee has reviewed and adjusted Ms. Welsh’s compensation as part of its annual review of compensation. Additional discussion of Ms. Welsh’s compensation and certain termination benefits pursuant to the Welsh Employment Agreement is provided in sections entitled “Executive Compensation Program Elements” and “Potential Payments Upon Termination or Change in Control.” Brian S. Young On March 9, 2015, the Company and Mr. Young entered into an offer letter, which was then superseded by an employment agreement dated April 21, 2017 (the “Young Employment Agreement”). The Young Employment Agreement provides that Mr. Young will continue to serve as the Chief Human Resources Officer of the Company through December 8, 2017, which term has been extended pursuant to an “evergreen” provision providing for automatic extensions for successive one-year periods thereafter unless either the Company or Mr. Young gives 90 days’ notice of non-extension to the other party. Pursuant to the Young Employment Agreement, Mr. Young is entitled to a base salary of at least $272,208 per year, an annual performance-based cash incentive opportunity with a minimum target of 50% of his annual base salary and an annual equity compensation award as determined by the Board or the Compensation Committee in its discretion. Since the commencement of Mr. Young’s employment in 2015, the Compensation Committee has reviewed and adjusted Mr. Young’s compensation on an annual basis. Mr. Young’s employment termination, effective as of November 1, 2024, was treated as a termination by the Company without Cause under the terms of the Young Employment Agreement. In connection with his employment termination, Mr. Young entered into a release of claims with the Company entitling him to severance benefits described more fully within “Potential Payments upon Termination or Change in Control”.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
As a result, the vesting of 10,343 performance stock units remain outstanding and eligible to be settled in shares of common stock based on actual Company performance and 3,796 stock options was accelerated. The remaining 5,616 performance stock units and 4,598 stock options that were unvested were forfeited.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for each of the Company’s NEOs regarding stock awards that had not yet vested, or in the case of stock options, had vested but not yet been exercised, as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | 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) | | Matthijs Glastra | 2/24/2021 | | | | | | | 21,703 (2) | 3,315,567 | | | 2/24/2022 | | | | | | | 20,062 (3) | 3,064,872 | | | 2/24/2022 | 17,481 | 8,742 (4) | 135.86 | 2/24/2029 | | | | | | | 2/24/2023 | | | | | | | 26,799 (7) | 4,094,083 | | | 2/24/2023 | 9,718 | 19,438 (8) | 156.72 | 2/24/2030 | | | | | | | 2/21/2024 | | | | | | | 29,337 (9) | 4,481,813 | | | 2/21/2024 | | 31,747 (10) | 157.48 | 2/21/2031 | | | | | | Robert J. Buckley | 3/30/2016 | 12,803 | | 14.13 | 3/30/2026 | | | | | | | 2/24/2021 | | | | | | | 10,851 (2) | 1,657,707 | | | 2/24/2022 | | | | | | | 7,392 (3) | 1,129,276 | | | 2/24/2022 | 6,439 | 3,221 (4) | 135.86 | 2/24/2029 | | | | | | | 2/24/2023 | | | | | | | 10,050 (7) | 1,535,339 | | | 2/24/2023 | 3,644 | 7,289 (8) | 156.72 | 2/24/2030 | | | | | | | 2/21/2024 | | | | | | | 12,446 (9) | 1,901,375 | | | 2/21/2024 | | 13,469 (10) | 157.48 | 2/21/2031 | | | | | | Michele D. Welsh | 8/15/2022 | | | | | 1,330 (5) | 203,184 | | | | | 8/15/2022 | | | | | | | 3,431 (6) | 524,136 | | | 2/24/2023 | | | | | | | 3,238 (7) | 494,669 | | | 2/24/2023 | 1,174 | 2,350 (8) | 156.72 | 2/24/2030 | | | | | | | 2/21/2024 | | | | | | | 3,489 (9) | 533,015 | | | 2/21/2024 | | 3,777 (10) | 157.48 | 2/21/2031 | | | | | | Brian S. Young | 2/24/2022 | | | | | | | 3,655 (3) | 558,374 | | | 2/24/2022 | 3,997 | | 135.86 | 1/30/2025 | | | | | | | 2/24/2023 | | | | | | | 2,366 (7) | 361,454 | | | 2/24/2023 | 2,978 | | 156.72 | 1/30/2025 | | | | | | | 2/21/2024 | | | | | | | 1,087 (9) | 166,061 | | | 2/21/2024 | 980 | | 157.48 | 1/30/2025 | | | | |
Outstanding Equity Awards at Fiscal Year-End
Represents the product of the number of outstanding restricted stock units or performance stock units and $152.77, the closing market price of the Company’s common stock on the Nasdaq Global Select Market as of December 31, 2024. Represents retention related performance stock units (“OCF-PSUs”) granted on February 24, 2021. Each unit represents the right to receive one share of common stock upon vesting. As the three-year cumulative operating cash flow performance target was achieved during the period from January 1, 2021 to December 31, 2023, these awards became fixed based on 100% achievement of the performance target, with the first 50% of the OCF-PSUs vested on February 24, 2025 and the remaining 50% of the OCF-PSUs expected to vest on February 24, 2026, subject to continued employment on the date of vesting (other than Mr. Young) and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” 3.) Represents the number of shares distributed subsequent to December 31, 2024. The ultimate number of shares to issued was based on (i) TSR formula measured at the end of a three-year performance period against Russell 2000 Index for 75% of the awards, which attained a payout of 80%, and (ii) actual three-year cumulative Adjusted EPS for the performance period in relation to the performance target for the remaining 25% of the awards, which attained a payout of 88%, subject to continued employment (other than Mr. Young) on the date of vesting and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” 4.) Represents stock options granted on February 24, 2022. Each stock option represents the right to receive one share of common stock upon exercise. These options are scheduled to vest on February 24, 2025 (which has already vested as of the date of this management proxy circular), subject to continued employment on the date of vesting, and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” 5.) Represents time-based restricted stock units granted on August 15, 2022. Each unit represents the right to receive one share of common stock upon vesting. These units are scheduled to vest on August 15, 2025, subject to continued employment on the date of vesting, and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” 6.) Represents performance stock units granted on August 15, 2022. The attainment period ended on December 31, 2024 and these units are scheduled to vest on August 15, 2025. The number of shares to be vested was based on (i) TSR formula measured at the end of a three-year performance period ending December 31, 2024 against Russell 2000 Index for 75% of the awards, which attained a payout of 80%, and (ii) actual three-year cumulative Adjusted EPS for the performance period ending December 31, 2024 in relation to the performance target for the remaining 25% of the awards which attained a payout of 88%, subject to continued employment on the date of vesting and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” Represents performance stock units granted on February 24, 2023. Each unit represents the right to receive up to 2.6 shares of common stock upon vesting. These units are scheduled to vest on January 1, 2026. The ultimate number of shares to be issued upon vesting shall be calculated based on (i) actual three-year cumulative Adjusted EBITDA for the three-year performance period ending December 31, 2025 in relation to the performance target, and (ii) actual three-year cumulative revenue for the three-year performance period ending December 31, 2025 in relation to the performance target, subject to a rTSR multiplier ranging from 1.0x to 1.3x and continued employment on the date of vesting (other than Mr. Young) and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” Represents stock options granted on February 24, 2023. Each stock option represents the right to receive one share of common stock upon exercise. These options are scheduled to vest in two equal installments on February 24, 2025 (which installment has already vested as of the date of this management proxy circular) and February 24, 2026, respectively, subject to continued employment on the date of vesting, and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control." Represents performance stock units granted on February 21, 2024. Each unit represents the right to receive up to 2.6 shares of common stock upon vesting. These units are scheduled to vest on January 1, 2027. The ultimate number of shares to be issued upon vesting shall be calculated based on (i) actual three-year cumulative Adjusted EBITDA for the three-year performance period ending December 31, 2026 in relation to the performance target, and (ii) actual three-year cumulative revenue for the three-year performance period ending December 31, 2026 in relation to the performance target, subject to a rTSR multiplier ranging from 1.0x to 1.3x and continued employment on the date of vesting (other than Mr. Young) and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control.” 10.) Represents stock options granted on February 21, 2024. Each stock option represents the right to receive one share of common stock upon exercise. These options are scheduled to vest in three equal installments on February 21, 2025 (which installment has already vested as of the date of this management proxy circular), February 21, 2026, and February 21, 2027, respectively, subject to continued employment on the date of vesting, and accelerated vesting under specified circumstances as described under “Potential Payments upon Termination or Change in Control."
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding exercises of stock option awards, and performance stock unit and restricted stock unit awards that vested during the year ended December 31, 2024.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Matthijs Glastra | — | — | 35,737 | 5,789,819 | | Robert J. Buckley | 31,108 | 4,976,409 | 14,608 | 2,363,845 | | Michele D. Welsh | — | — | 1,329 | 239,752 | | Brian S. Young(3) | — | — | 9,343 | 1,552,289 |
Option Exercises and Stock Vested
1.) Value realized on exercise is computed by multiplying the number of shares of stock options exercised by the price difference between the exercise price and the closing market price of the Company's common stock on the applicable exercise date. 2.) Value realized on vesting is computed by multiplying the number of shares of restricted stock units and performance stock units vested by the closing market price of the Company’s common stock on the applicable vesting date (or the next business day immediately thereafter if the vesting date is a weekend day or a public holiday in the U.S.). The value realized for Mr. Young includes performance stock units awards which vested upon separation from the Company on November 1, 2024.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table sets forth estimated compensation that the Company would be obligated to provide to each of the Company’s NEOs upon termination of employment or change in control pursuant to the terms of individualized employment agreements or other contractual obligations. Further information regarding these agreements or other obligations is provided under “Employment and Severance Agreements” immediately following the table. Other than these agreements and the standard change in control provisions in the Company’s grant agreements related to restricted stock unit and performance stock unit awards applicable to all award recipients, there are no other plans or other contractual obligations triggered upon termination of employment or change in control related to the Company’s NEOs. The amounts reflected in the following table assume that the termination of employment and/or, if applicable, change in control occurred on December 31, 2024, (except for Mr. Young, whose amounts reflect the amounts payable to Mr. Young in connection with his termination which was effective as of November 1, 2024). Further, the amounts do not reflect any reductions as a result of any Section 280G “cutback” that may apply to the NEOs.
Potential Payments upon Termination or Change in Control
| Name | Event | Salary ($) | Bonus ($) | Vesting of Outstanding Stock ($) | Health Insurance Benefits ($) | Total ($) | | Matthijs Glastra | Termination without cause or by employee for good reason | 1,254,000 (1) (18 months salary) | 2,490,731 (2) | 10,068,888 (5) (Prorated vesting of certain unvested awards) | 27,788 (18 months coverage) | 13,841,407 | | | Termination without cause or by employee for good reason within 12 months following a change in control | 1,672,000 (1) (24 months salary) | 3,117,731 (3) | 15,778,184 (6) (Immediate vesting of unvested awards, including PSUs) | 37,051 (24 months coverage) | 20,604,966 | | | Termination due to death or by the Company due to disability | — | 609,731 (4) | 15,104,163 (7) (Immediate vesting of unvested awards, including certain PSUs) | — | 15,713,894 | | | Change in control | — | — | — | — | — | | Robert J. Buckley | Termination without cause or by employee for good reason | 828,699 (1) (18 months salary) | 987,591 (2) | 4,180,271 (8) (Prorated vesting of certain unvested awards) | 27,581 (18 months coverage) | 6,024,142 | | | Termination without cause or by employee for good reason within 12 months following a change in control | 1,104,932 (1) (24 months salary in a lump sum) | 1,236,201 (3) | 6,526,415 (9) (Immediate vesting of unvested awards, including PSUs) | 36,774 (24 months coverage) | 8,904,322 | | | Termination due to death or by the Company due to disability | — | 241,762 (4) | 6,278,164 (10) (Immediate vesting of unvested awards, including certain PSUs) | — | 6,519,926 | | | Change in control | — | — | — | — | — | | Michele D. Welsh | Termination without cause or by employee for good reason | 570,545 (1) (18 months salary) | 491,067 (2) | 974,148 (11) (Prorated vesting of certain unvested awards) | 31,599 (18 months coverage) | 2,067,359 | | | Termination without cause or by employee for good reason within 12 months following a change in control | 760,726 (1) (24 months salary) | 614,685 (3) | 1,870,058 (12) (Immediate vesting of unvested awards, including PSUs) | 42,131 (24 months coverage) | 3,287,600 | | | Termination due to death or by the Company due to disability | — | 120,213 (4) | 1,755,003 (13) (Immediate vesting of unvested awards, including certain PSUs) | — | 1,875,216 | | | Change in control | — | — | — | — | — | | Brian Young | Termination without cause or by employee for good reason | 561,594 (1) (18 months salary) | 464,288 (2) | 1,893,459 (14) (Prorated vesting of certain unvested awards) | 31,461 (18 months coverage) | 2,950,802 |
Potential Payments upon Termination or Change in Control
Based on the respective NEO’s annual base salary in effect as of December 31, 2024. The amount represents the sum of (i) 150% of each NEO's target bonus for 2024 payable over eighteen months, and (ii) a pro rata portion of performance-based cash incentive based on actual Company performance in the year of termination, to which they would have been entitled had they remained employed through the first day of the fiscal year following the fiscal year in which the date of termination occurs. The pro rata portion is calculated by multiplying the bonus by the ratio of the number of days elapsed during the fiscal year to 365 days (except for Mr, Young, whose amounts reflect the amounts payable to Mr. Young in connection with his termination which was effective as of November 1, 2024.) . 3.) The amount represents the sum of (i) 200% of each NEO's target bonus for 2024 payable over twenty four months (except for Mr. Buckley, whose amount shall be payable in a lump sum), and (ii) a pro rata portion of performance-based cash incentive based on actual Company performance in such year, to which they would have been entitled had they remained employed through the first day of the fiscal year following the fiscal year in which the date of termination occurs. The pro rata portion is calculated by multiplying the bonus by the ratio of the number of days elapsed during the fiscal year to 365 days. 4.) The amount represents a pro rata portion of performance-based cash incentive based on actual Company performance in the year of termination, to which the NEOs would have been entitled had they remained employed through the first day of the fiscal year following the fiscal year in which the date of termination occurs. The pro rata portion is calculated by multiplying the bonus by the ratio of the number of days elapsed during the fiscal year to 365 days. 5.) Represents the sum of (a) the shares subject to the 2022 TSR-PSUs grant (14,648 assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs that vested as of January 1, 2025) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject to the 2022 EPS-PSUs grant (5,414 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs that vested as of January 1, 2025) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) a prorated portion of the shares subject the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (8,701, 8,702, 4,412, and 4,412, respectively, assuming target performance) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (d) a prorated portion of shares subject to the 2021 OCF-PSUs held by Mr. Glastra (18,799, assuming actual performance achievement of 100%); and (e) the prorated portion of the 2022 stock options (7,426) held by Mr. Glastra, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. Represents the sum of (a) the shares subject to the 2021 OCF-PSUs held by Mr. Glastra (21,703, assuming actual performance achievement of 100%) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject the 2022 EPS-PSUs, 2022 TSR-PSUs, 2022 EPS-PSUs, 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (6,118, 18,356, 13,400, 13,399, 14,669, and 14,668, respectively, assuming target performance) multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) the 2022 stock options (8,742) held by Mr. Glastra, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. The 2022 EPS-PSUs and 2022 TSR-PSUs assume target performance as its higher than the actual performance of 88% and 80%, respectively. Represents the sum of (a) 2022 TSR-PSUs grant (14,648 assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs that vested as of January 1, 2025) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject to the 2022 EPS-PSUs grant (5,414 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs that vested as of January 1, 2025) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) the shares subject the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (13,400, 13,399, 14,669, and 14,668, respectively, assuming target performance) held Mr. Glastra, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (d) shares subject to the 2021 OCF-PSUs held by Mr. Glastra (21,703, assuming actual performance achievement of 100%); and (e) the 2022 stock options (8,742) held by Mr. Glastra, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance.
Potential Payments upon Termination or Change in Control
Represents the sum of (a) 2022 TSR-PSUs grant (5,397 assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs that vested as of January 1, 2025) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject to the 2022 EPS-PSUs grant (1,995 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs that vested as of January 1, 2025) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) a prorated portion of the shares subject the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (3,263, 3,263, 1,872, and 1,872, respectively, assuming target performance) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (d) a prorated portion of shares subject to the 2021 OCF-PSUs held by Mr. Buckley (9,399, assuming actual performance achievement of 100%); and (e) the prorated portion of the 2022 stock options (2,736) held by Mr. Buckley, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. Represents the sum of (a) the shares subject to the 2021 OCF-PSUs held by Mr. Buckley (10,851, assuming actual performance achievement of 100%) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject the 2022 EPS-PSUs, 2022 TSR-PSUs, 2022 EPS-PSUs, 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs ( 2,254, 6,763, 5,025, 5,025, 6,223, and 6,223), respectively, assuming target performance) multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) the 2022 stock options (3,221) held by Mr. Buckley, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. The 2022 EPS-PSUs and 2022 TSR-PSUs assume target performance as its higher than the actual performance of 88% and 80%, respectively. Represents the sum of (a) 2022 TSR-PSUs grant (5,397 assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs that vested as of January 1, 2025) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject to the 2022 EPS-PSUs grant (1,995 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs that vested as of January 1, 2025) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (c) the shares subject the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (5,025, 5,025, 6,223, and 6,223, respectively, assuming target performance) held Mr. Buckley, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (d) shares subject to the 2021 OCF-PSUs held by Mr. Buckley (10,851, assuming actual performance achievement of 100%); and (e) the 2022 stock options (3,221) held by Mr. Buckley, multiplied by the excess of $152.77, the closing market price of the Company’s common stock as of December 31, 2024, over $135.86, the exercise price. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. Represents the sum of (a) the prorated portion of the unvested 2022 RSU grant (504) held by Ms. Welsh based on the ratio of the number of days of employment during the applicable service-based vesting period to the total number of days of such service-based vesting period, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) a prorated portion of the shares subject to the 2022 TSR-PSUs (1,990, assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs) multiplied by $152.77, the closing market price of the Company's common stock as of December 31, 2024; (c) and a prorated portion of the shares subject to the 2022 EPS-PSUs (730 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs); (d) a prorated portion of the shares subject to the 2023 Adjusted EBITDA-PSUs, the 2023 Cumulative Revenue-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (1,051, 1,051, 525, and 525, respectively, assuming target performance achievement) held by Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2023; Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and the cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. Represents the sum of (a) the outstanding number of the unvested 2022 RSU grant (1,330) held by Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; and (b) the shares subject the 2022 EPS-PSUs, 2022 TSR-PSUs, 2022 EPS-PSUs, 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (1,046, 3,138, 1,619, 1,619, 1,744, and 1,745), respectively, assuming target performance) multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024. Target performance with respect to the 2023 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2023, 2024 and 2025 will equal the three-year cumulative target performance. Target performance with respect to the 2024 PSUs referenced herein is based on the assumption that the cumulative Adjusted EBITDA and cumulative Revenue for fiscal years 2024, 2025 and 2026 will equal the three-year cumulative target performance. The 2022 EPS-PSUs and 2022 TSR-PSUs assume target performance as its higher than the actual performance of 88% and 80%, respectively.
Potential Payments upon Termination or Change in Control
13.) Represents the sum of (a) the outstanding number of the unvested 2022 RSU grant (1,330) held by Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) 2022 TSR-PSUs grant (2,510 assuming actual performance achievement of approximately 80% for the 2022 TSR-PSUs) held Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; (b) the shares subject to the 2022 EPS-PSUs grant (920 assuming actual performance achievement of approximately 88% for the 2022 EPS-PSUs that vested as of January 1, 2025) held Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024; and (c) the shares subject the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (1,619, 1,619, 1,744, and 1,745, respectively, assuming target performance) held Ms. Welsh, multiplied by $152.77, the closing market price of the Company’s common stock as of December 31, 2024. Represents the sum of (a) prorated 2021 OCF-PSUs, the 2022 TSR-PSUs, the 2022 EPS-PSUs, the 2023 Cumulative Revenue-PSUs, the 2023 Adjusted EBITDA-PSUs, the 2024 Cumulative Revenue-PSUs, and 2024 Adjusted EBITDA-PSUs (3,235, 2,741, 914, 1,183, 1,183, 543, and 544, respectively) awards as of the termination, November 1, 2024 held by Mr. Young, multiplied by $174.22, the closing market price of the Company’s common stock as of November 1, 2024; (b) the prorated portion of the 2022 stock options (1,238) held by Mr. Young as of the termination, November 1, 2024, multiplied by the excess of $174.22, the closing market price of the Company’s common stock as of November 1, 2024, over $135.86, the exercise price; (c) the prorated portion of the 2023 stock options (1,578) held by Mr. Young as of the termination, November 1, 2024, multiplied by the excess of $174.22, the closing market price of the Company’s common stock as of November 1, 2024, over $156.72, the exercise price; and (d) the prorated portion of the 2024 stock options (980) held by Mr. Young as of the termination, November 1, 2024, multiplied by the excess of $174.22, the closing market price of the Company’s common stock as of November 1, 2024, over $157.48, the exercise price.
CEO Pay Ratio
CEO Pay Ratio Our CEO to median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K. The Company identified the median employee by using a consistently applied compensation measure of “total gross compensation” for our employee population as of October 31, 2024, excluding our CEO. “Total gross compensation” includes regular earnings, overtime pay and overtime premium, equity compensation, commission, bonus and other cash incentive compensation, and allowances (car, housing, travel, meal, etc.) that are considered compensation. The Company did not make any assumptions, adjustments, or estimates with respect to total gross compensation, and did not annualize the compensation for any full-time employees that were not employed by the Company for the full year in 2024. The Company included all employees, whether employed on a full-time, part-time, or seasonal basis. As of October 31, 2024, our employee population consisted of approximately 3,000 individuals, with 42% of these individuals located in the United States, 49% located in Europe and 9% located in Asia. Using this methodology, the Company determined that our median employee was a full-time employee working in the United States. As illustrated in the table below, our CEO to median employee pay ratio is 165:1.
CEO Pay Ratio
| | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | Ratio | | CEO | 826,308 | — | 5,309,411 | 1,980,060 | 609,731 | 50,795 | 8,776,305 | 165 | | Median Employee | 50,560 | — | — | — | — | 2,569 | 53,129 | 1 |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Table
Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our other named executive officers (the “Non-PEO NEOs”) and Company performance for the fiscal years listed in the table below (the "Pay Versus Performance Table"). The Compensation Committee did not consider the pay versus performance disclosure below in making its executive compensation decisions for any of the years presented in this management proxy circular.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO ($)(b)(1) | Compensation Actually Paid to PEO ($)(c)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(d)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(e)(1)(2)(3) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return ($)(g)(4) | Net Income ($) (in thousands) (h) | Adjusted EBITDA ($) (in thousands) (i)(5) | | 2024 | 8,776,305 | (260,043) | 2,550,342 | 234,958 | 172.74 | 142.93 | 64,087 | 209,849 | | 2023 | 8,262,118 | 14,434,050 | 2,070,243 | 3,420,653 | 190.42 | 128.14 | 72,878 | 196,229 | | 2022 | 7,302,035 | 2,777,206 | 2,128,543 | 1,218,186 | 153.63 | 109.59 | 74,051 | 184,129 | | 2021 | 12,375,690 | 24,517,738 | 4,197,681 | 8,123,250 | 199.38 | 137.74 | 50,331 | 152,736 | | 2020 | 4,896,387 | 8,458,689 | 1,448,448 | 3,378,177 | 133.67 | 119.96 | 44,521 | 120,989 |
Pay Versus Performance Table
1.) Matthijs Glastra was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Table
| 2020 | 2021 | 2022 | 2023 | 2024 | | Robert J. Buckley | Robert J. Buckley | Robert J. Buckley | Robert J. Buckley | Robert J. Buckley | | Brian S. Young | Brian S. Young | Brian S. Young | Brian S. Young | Brian S. Young | | | | Michele D. Welsh | Michele D. Welsh | Michele D. Welsh |
Pay Versus Performance Table
2.) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3.) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC Topic 718. Amounts in the Exclusion of Stock Awards column in the tables below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of the equity awards as of their respective grant date.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 8,776,305 | 7,289,471 | (1,746,877) | (260,043) | | 2023 | 8,262,118 | 6,662,770 | 12,834,702 | 14,434,050 | | 2022 | 7,302,035 | 4,680,031 | 155,202 | 2,777,206 | | 2021 | 12,375,690 | 9,970,028 | 22,112,076 | 24,517,738 | | 2020 | 4,896,387 | 3,775,405 | 7,337,707 | 8,458,689 |
Pay Versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Inclusion of Average Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,550,342 | 1,641,986 | (673,398) | 234,958 | | 2023 | 2,070,243 | 1,421,433 | 2,771,843 | 3,420,653 | | 2022 | 2,128,543 | 1,261,595 | 351,238 | 1,218,186 | | 2021 | 4,197,681 | 3,202,912 | 7,128,481 | 8,123,250 | | 2020 | 1,448,448 | 916,118 | 2,845,847 | 3,378,177 |
Pay Versus Performance Table
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables, using the fair market values of equity awards as of the end of the year for all outstanding unvested awards and as of the date of vesting for awards that vested during the year:
Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Current Year That Remained Unvested as of Last Day of Current Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Current Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards That Vested During Current Year for PEO ($) | Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Current Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 5,704,584 | (7,030,584) | (420,877) | — | (1,746,877) | | 2023 | 8,907,313 | 3,441,199 | 486,190 | — | 12,834,702 | | 2022 | 5,386,925 | (4,393,507) | (838,216) | — | 155,202 | | 2021 | 13,766,568 | 6,348,761 | 1,996,747 | — | 22,112,076 | | 2020 | 3,373,771 | 3,950,262 | 13,674 | — | 7,337,707 |
Pay Versus Performance Table
| Year | Average Year-End Fair Value of Equity Awards Granted During Current Year That Remained Unvested as of Last Day of Current Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Current Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards That Vested During Current Year for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | Average Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Current Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,084,022 | (1,495,594) | (69,211) | 7,278 | (199,893) | (673,398) | | 2023 | 1,900,304 | 770,506 | 101,033 | — | — | 2,771,843 | | 2022 | 1,359,913 | (848,158) | (160,517) | — | — | 351,238 | | 2021 | 4,376,963 | 1,523,957 | 1,227,561 | — | — | 7,128,481 | | 2020 | 818,689 | 2,023,990 | 3,168 | — | — | 2,845,847 |
Pay Versus Performance Table
4.) The Peer Group TSR set forth in the Pay Versus Performance Table above utilizes Russell 2000 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes that $100 was invested in the Company and in the Russell 2000 Index, respectively, for the period starting December 31, 2019 through the end of each year presented. Historical stock performance shown is not necessarily indicative of future stock performance. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. As described in the Compensation Discussion and Analysis section of this management proxy circular, Adjusted EBITDA is a non-GAAP financial performance measure used in our Senior Management Incentive Plan. The Company defines Adjusted EBITDA as the consolidated net income before deducting interest (income) expense, income taxes, depreciation, amortization, non-cash share-based compensation, restructuring, acquisition and divestiture related costs, acquisition fair value adjustments, inventory related charges associated with product line closures, costs directly related to employee COVID-19 testing, other non-operating income (expense) items, including foreign exchange gains (losses), write-off of unamortized deferred financing costs, and net periodic pension costs of the Company’s frozen U.K. defined benefit pension plan. A reconciliation of the Adjusted EBITDA to the most comparable GAAP financial measure is provided in the tables at the end of the Company’s Annual Report for the year ended December 31, 2024. Adjusted EBITDA may not have been the most important financial performance measure for other fiscal years presented and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Comparison of Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Comparison of Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart illustrates the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.
Comparison of Compensation Actually Paid and Company Net Income
Comparison of Compensation Actually Paid and Company Net Income The following chart illustrates the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Comparison of Compensation Actually Paid and Company Adjusted EBITDA
Comparison of Compensation Actually Paid and Company Adjusted EBITDA The following chart illustrates the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Adjusted EBITDA during the five most recently completed fiscal years.
Directors and Officers Liability Insurance
Directors and Officers Liability Insurance At December 31, 2024, the Company maintained an entity and directors and officers liability insurance policy in the aggregate principal amount of $70 million plus $30 million of additional A-side coverages for non-indemnifiable claims for current officers and directors. The policy is subject to a $2,000,000 deductible for each indemnifiable securities related loss, a $1,000,000 deductible for all other indemnifiable related losses and a $2,000,000 deductible for each merger objection related loss. For claims that are not indemnifiable, there is no deductible. The Company is obligated to pay all deductibles. The policy expires in July 2025. The annual premium for this policy was approximately $679,576. This policy does not cover any actions or claims that occurred prior to July 23, 2010.
Indebtedness of Directors and Officers
Indebtedness of Directors and Officers Since January 1, 2024, there has been no indebtedness to the Company by any director or officer or the family members or associates of any such person, other than amounts owing for purchases, subject to usual trade terms, and for other transactions in the ordinary course of business.