DEF 14A of Heico Corp
Filed Feb 2, 2024 · FY20230001140361-24-005225
YOUR VOTE IS IMPORTANT
| EXECUTIVE COMPENSATION | 30 | | Summary Compensation Table | 30 | | Grants of Plan-Based Awards | 32 | | Outstanding Equity Awards at Fiscal 2023 Year-End | 33 | | Option Exercises During Last Fiscal Year | 34 | | Non-qualified Deferred Compensation | 34 | | Potential Payments Upon Termination or Change in Control | 35 | | CEO Pay Ratio | 35 | | Pay Versus Performance | 36 | | Description of Relationships Between Compensation Actually Paid and Performance | 38 | | ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 2) | 40 | | Recommendation | 40 | | FINANCE/AUDIT COMMITTEE REPORT | 41 | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 3) | 42 | | Recommendation | 42 | | Principal Accounting Firm Fees | 42 | | Pre-approval of Services Provided by the Independent Registered Public Accounting Firm | 42 | | VOTING REQUIREMENTS | 43 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 43 | | SHAREHOLDER PROPOSALS AND NOMINATIONS | 44 | | COMMUNICATION WITH THE BOARD OF DIRECTORS | 44 | | SHAREHOLDERS SHARING THE SAME ADDRESS | 45 | | GENERAL AND OTHER MATTERS | 45 | | ANNEX A - NON-GAAP FINANCIAL MEASURES | A-1 |
YOUR VOTE IS IMPORTANT
The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2020 through October 31, 2023. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2023 compensation benchmark analysis. Please note one company, Aerojet Rocketdyne Holdings, Inc., was omitted from the table below as they were not a listed company for the full three-year duration presented. See within the “Determining Compensation Levels” section on page 25 for a list of the company names. The total returns include the reinvestment of cash dividends. The total returns include the reinvestment of cash dividends. The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2020 through October 31, 2023. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.
YOUR VOTE IS IMPORTANT
Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
YOUR VOTE IS IMPORTANT
| (14) Includes 480,469 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024; 392,718 shares of Common Stock held by EAM Management Limited Partners; 427,326 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 191,440 shares of Class A Common Stock held by Mendelson International Corporation; 112,208 shares of Common Stock and 106,900 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 15,227 shares of Common Stock and 10,078 shares of Class A Common Stock held in an individual Keogh account; and 4,522 shares of Common Stock and 5,204 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 5,576 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Eric A. Mendelson’s account. See Note (3) above. |
YOUR VOTE IS IMPORTANT
| (18) Includes 100,893 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 11,333 shares of Common Stock and 6,416 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 10,488 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s spouse. |
YOUR VOTE IS IMPORTANT
| (20) Includes 282,814 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 1,928 shares of Common Stock and 1,950 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account and 2,000 shares of Class A Common Stock held by Mr. Macau’s sons. |
YOUR VOTE IS IMPORTANT
| (21) Includes 36,785 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 7,892 shares of Common Stock and 7,113 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Steven M. Walker’s account. |
YOUR VOTE IS IMPORTANT
| (22) Includes 1,131,831 shares of Common Stock and 319,599 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. The total for all directors and executive officers as a group (13 persons) also includes 217,383 shares of Common Stock and 206,817 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the executive officers pursuant to the plan. Also includes 37,955 shares of Common Stock and 107,736 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to the accounts of certain directors pursuant to the plan. |
YOUR VOTE IS IMPORTANT
| ▪ Finance/Audit | ▪ Compensation | ▪ Nominating and Corporate Governance | ▪ Stock Option |
YOUR VOTE IS IMPORTANT
| WHAT WE DON’T DO | | | | Sacrifice long-term potential for short-term gains | | | Sacrifice our Team Members’ compensation or benefits for short-term savings | | | Tolerate improper conduct which violates our Code of Conduct or expectations | | | Have employment agreements with our named executive officers | | | Pay oversized base salaries | | | Pay cash bonuses without performance | | | Reprice stock options without shareholder approval | | | Force people to retire from their work or our Board due to their age or tenure | | | Have “golden parachutes” | | | Place social and political objectives above shareholder interests |
YOUR VOTE IS IMPORTANT
| ▪ | Maintaining strong and competitive compensation practices which provide for regular increases |
YOUR VOTE IS IMPORTANT
| ▪ | Rewarding our Team Members for excellent performance with excellent bonus practices |
YOUR VOTE IS IMPORTANT
Directors updates to the Company’s Corporate Governance Guidelines; assists the Board and the Company in interpreting and applying the Company’s Corporate Governance Guidelines and Code of Business Conduct; and oversees the annual evaluation of management and of the Board of Directors. The Nominating and Corporate Governance Committee met three times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman) and Dr. Schriesheim. Prior to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider the existing director’s independence, if required, skills, performance and meeting attendance. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders (see the caption “Shareholder Proposals and Nominations” contained herein). All candidates will be reviewed in the same manner, regardless of the source of recommendation. In evaluating candidates for potential director nomination, the Nominating and Corporate Governance Committee will consider, among other things, candidates that are independent, if required; who possess personal and professional integrity; have good business judgment, relevant experience and skills; and who would be effective as a director in conjunction with the full Board of Directors in collectively serving the long-term interests of our shareholders. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors. Each member of the Compensation Committee is “independent'' in accordance with the NYSE's listing standards. The Compensation Committee reviews and approves compensation of our officers, key employees and directors. For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see the “Compensation Discussion and Analysis” section contained herein. Pursuant to the terms of its charter, the Compensation Committee may form and delegate any or all of its responsibilities to subcommittees, as it deems appropriate. In addition, the Compensation Committee reviews and discusses with management the Compensation Discussion and Analysis and based on the review and discussion, recommends its inclusion in the proxy statement. The Compensation Committee met four times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman), Ms. Neitzel, and Dr. Schriesheim. The report of the Compensation Committee regarding the Compensation Discussion and Analysis is contained herein. Each member of the Finance/Audit Committee is “financially literate” and “independent” in accordance with the NYSE's listing standards. The Finance/Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended, oversees the quality and integrity of our accounting, auditing, internal control and financial reporting practices, including the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Finance/Audit Committee also advises the Board of Directors regarding transactions presenting a potential conflict of interest between the Company and any member of the Board of Directors or any executive officer. The Finance/Audit Committee met four times in fiscal 2023 and its members consist of Mr. Schwitter (Committee Chairman), Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim. The Board of Directors has determined that Mr. Schwitter is an “audit committee financial expert,” as defined by the Securities and Exchange Commission. The report of the Finance/Audit Committee is contained herein. The Environmental, Safety and Health Committee meets with our senior management and oversees compliance in all matters relating to federal and state environmental, safety and health regulations. The Environmental, Safety and Health Committee met four times in fiscal 2023 and its members consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mrs. Fine, Mr. Eric Mendelson, and Mr. Victor Mendelson. The Environmental, Safety and Health Committee also visits our operating locations on a periodic basis. Each member of the Stock Option Plan Committee is “independent” in accordance with the NYSE's listing standards.The Stock Option Plan Committee administers our stock option plans and has authority to grant options, to determine the persons to whom and the times at which options are granted, and to determine the terms and provisions of each grant. The Stock Option Plan Committee met three times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman) and Mr. Culligan. The Nominating and Corporate Governance Committee, Compensation Committee and the Finance/Audit Committee are governed by written charters relating to corporate governance matters. All Board of Directors Committee Charters, Corporate Governance Guidelines, as well as HEICO’s Code of Business Conduct are located on HEICO’s website at www.heico.com under the Investors tab. Board Meetings — 100% Attendance During the fiscal year ended October 31, 2023, the Board of Directors held six meetings. During fiscal 2023, each director attended 100% of the meetings of the Board of Directors and committees on which they served. While we do not have a formal attendance policy, all of the Board members attended the 2023 Annual Meeting of Shareholders. No Compensation Committee Interlocks or Insider Participation Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim served as members of the Compensation Committee during fiscal 2023. No member of the Compensation Committee was an officer or employee of the Company during fiscal 2023 or was formerly an officer of the Company. During the fiscal year ended October 31, 2023, none of HEICO’s executive officers served on the board of directors or compensation committee of any other entity whose directors or executive officers served either on HEICO’s Board of Directors or on HEICO’s Compensation Committee.
YOUR VOTE IS IMPORTANT
| Name | Fees Earned or Paid in Cash | Option Awards(1) | Non-qualified Deferred Compensation Earnings(2) | All Other Compensation(3) | Total | | Thomas M. Culligan | $264,743 | $— | $— | $— | $264,743 | | Carol F. Fine | 213,650 | | | | 213,650 | | Adolfo Henriques | 263,543 | — | — | — | 263,543 | | Mark H. Hildebrandt | 325,430 | — | — | — | 325,430 | | Julie Neitzel | 265,943 | — | — | — | 265,943 | | Dr. Alan Schriesheim | 318,374 | — | — | — | 318,374 | | Frank J. Schwitter | 260,600 | — | — | — | 260,600 |
YOUR VOTE IS IMPORTANT
| (1) No stock options were granted to any non-employee director in fiscal 2023. As of October 31, 2023, the only non-employee director holding options was Dr. Schriesheim who held options for 144,893 shares of Common Stock (adjusted as necessary for all stock dividends and stock splits). |
Key Compensation Views
| ▪ | Both long and short-term performance are important |
Key Compensation Views
| ▪ | Loyalty to the Company, including times when such loyalty harmed the executives’ short-term personal interests |
Key Compensation Views
| ▪ | In prior downturns, which were all much milder than the Pandemic, our executive officers insisted on foregoing planned salary increases or bonuses |
Key Compensation Views
| ▪ | Bonus |
Key Compensation Views
| ▪ | Stock Options |
Key Compensation Views
| ▪ | Retirement-Related/Long-Term Compensation |
Determining Compensation Levels
The Committee utilizes independent third-party consultants to help us benchmark our compensation views against those of other companies. The consultants were selected based upon their historical use by the Committee and the Committee’s satisfaction with the consultants’ work product. Steven Hall & Partners provided our benchmark analysis of executive base salaries and bonuses paid to executives at other companies with some important characteristics similar to ours. The consultant’s benchmark was comprised of thirteen manufacturing companies, each with at least one significant characteristic similar to one of HEICO’s, such as revenues, market capitalization, profits or industry. The aerospace companies used in the benchmark analysis were: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Barnes Group, Inc., CAE, Inc., Curtiss-Wright Corp., Hexcel Corp., Howmet Aerospace, Inc., Moog, Inc., Teledyne Technologies, Inc., TransDigm Group, Inc., Triumph Group, Inc., ViaSat, Inc. and Woodward, Inc. Fulcrum Consulting provided the Committee with advice regarding the HEICO Corporation Leadership Compensation Plan (which is further discussed below) and provided the Committee with general advice on benefits policies and conducted actuarial studies for certain benefit plan contributions.
Determining Compensation Levels
| ▪ | We do not believe that benchmark studies should be the only, or even the determinative, consideration, though they are helpful in providing partial fairness tests for both our Company and its executives and they help us evaluate whether our compensation methods are at least comparable to those of other companies |
Determining Compensation Levels
| ▪ | Benchmarking studies frequently relate to a company’s size in revenues or employment, instead of its profitability or profit margins |
Determining Compensation Levels
If we were to exclusively follow benchmark studies, we would pay our executives not for the Company’s income, but principally for its revenues and staff size, which would not incentivize our management to focus on the factors which we and they believe to be important, such as cash flow, net income, profits and margins, company culture, product line breadth and long-term focus. When we consider the benchmark data, we believe that our executive management team should be compensated in the higher percentile of companies reviewed because of the factors discussed above in this CD&A. The Committee continues to reserve discretion on whether or not to utilize and interpret the benchmark data. We also note that benchmark data can be flawed due to circumstances unique to other companies in a “peer group” and because there are no companies which exactly match the total mix of HEICO’s products, size and financial characteristics.
Determining Compensation Levels
| ▪ | The benchmark analyses previously discussed |
Determining Compensation Levels
The Committee feels bonuses should be scaled to provide for partial payment if the minimum threshold is met but the full target is not met, so the Company’s incentive compensation plans provide for this. We also believe that a larger bonus should only be paid if the full target is exceeded; the bonus arrangement provided for such a formula along with a cap on all bonus potential. Our goal is to provide incentives to management to meet both short and long-term objectives, to be competitive with other income generating opportunities our executives might have and to treat them fairly at all times. We note that our executive officers requested that they receive no bonuses in periods where financial performance failed to meet budgeted goals, even if we grew significantly during the relevant period. Before setting targets, the Committee also reviews benchmarks and other data provided by our compensation consultants. The Committee also considers the fact that numerous other management-level employees at HEICO are offered bonus opportunities equal to 100% or more of their eligible compensation if their operations meet certain targets and the Committee likes this approach's consistency. Consistent with our prior practice, the Committee established minimum and maximum target bonus levels for four of the named executives for fiscal 2023. Our Net income attributable to HEICO, EBITDA and Operating Cash Flow targets (collectively referred to as the “Bonus Targets”) in fiscal year 2023 were $386,843,000, $653,116,000 and $514,642,000, respectively, a 10% increase over these Financial Metrics in fiscal year 2022. Recognizing that any increase in these Financial Metrics deserves recognition, but that lower than targeted results deserves less than the targeted bonus, the Committee reduces the bonus from target by 10.0% for every percent that these Financial Metrics were below the target. Conversely, if these Financial Metrics were greater than targeted, the executives’ bonuses could be increased by slightly less than half of the rate by which the bonuses decrease if these Financial Metrics were below the target, or 2.0%, for every percentage point increase in the actual Financial Metrics above the targeted amount. Please see our “Grants of Plan-Based Awards” table below for our threshold, target and maximum rewards levels under the HEICO Corporation 2018 Incentive Compensation Plan (the “2018 Plan”). Our actual Financial Metrics in fiscal year 2023 increased (decreased) by 10.6%, 16.1% and (12.8%), respectively, over Bonus Targets and were $427,888,000, $758,310,000 and $448,735,000, respectively. Accordingly, since our actual Financial Metrics exceeded our Bonus Targets, on a weighted basis, the non-equity incentive compensation amounts set forth in the compensation tables below were paid to the named executive officers. The targets were not changed during the year. Additionally, during fiscal 2023, the Committee approved a cash incentive award for HEICO’s Chairman of the Board and Chief Executive Officer, Laurans A. Mendelson, whereby he would receive a fixed amount of $815,000 cash should our Net income attributable to HEICO in
Determining Compensation Levels
| ▪ | Stock options align the shareholders’ and option holders’ interests because the option holders do not receive any gain from their options unless the shareholders experience a gain because HEICO’s share price increases |
Determining Compensation Levels
| ▪ | In order for the Common Stock options issued to the named executive officers in fiscal 2023 to achieve the value set forth in the Summary Compensation Table, HEICO’s Common Stock must rise by approximately $69.54, or 43%, from the grant date closing market price |
Determining Compensation Levels
| ▪ | In order for the Class A Common Stock options issued to the named executive officers in fiscal 2023 to achieve the value set forth in the Summary Compensation Table, HEICO’s Class A Common Stock must rise by approximately $57.21, or 44%, from the grant date closing market price |
Determining Compensation Levels
| ▪ | Stock options issued to the named executive officers in fiscal 2023 equal less than 1% of our shares outstanding if all of the options are eventually exercised |
Determining Compensation Levels
| ▪ | Stock options are very important to some executives |
Determining Compensation Levels
Perquisites Most of our named executive officers and certain other executives who utilize their automobiles, at least in part, for company business have been offered either automobiles or automobile allowances. This practice has been in place for approximately 34 years. To the extent that they use their automobiles for non-company business, they receive a personal benefit which is reported as a taxable benefit. In addition, we pay for life insurance for some of our named executive officers consistent with past practices. The Committee benchmarking analyses and the Committee members’ own experience have led the Committee to conclude these types and amounts of perquisites to be appropriate and customary for executive officers with many other companies. Management Involvement It is the Committee’s practice to have our Senior Executive Vice President and our Chief Executive Officer work with our compensation consultants to verify benchmarks on other companies’ practices and, where appropriate, provide updated suggestions for compensation methods. The Committee relied on the independent compensation consultants and management to finalize the benchmark indexes and to exchange information. The Committee then studies and analyzes such information and directs involved management to provide further information as needed, but the Committee retains all discretion over compensation of the Company’s named executive officers, as well as the hiring or termination of all consultants. Other Compensation Issues Although approximately 65% of the named executive officers’ compensation was long-term (which consists of stock options, 401(k) Plan and LCP compensation), because the Committee believes it should apply its own judgment and sense of fairness in setting compensation levels, it does not use set formulas to allocate between long-term and currently paid out compensation. The Committee applies this philosophy to the breakdown between cash and non-cash compensation in order to maintain flexibility to incentivize and recognize management based upon their qualitative interactions with us and other shareholders. What We Evaluate in Setting Policies and Making Compensation Decisions
Determining Compensation Levels
| Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Non-qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Laurans A. Mendelson Chairman of the Board and Chief Executive Officer | 2023 | $1,330,255 | $— | $5,946,950 | $5,314,712 | $— | $2,855,584 | $15,447,501 | | | 2022 | 1,267,940 | — | — | 5,007,531 | — | 2,831,820 | 9,107,291 | | | 2021 | 1,145,753 | — | — | 5,091,913 | — | 2,793,865 | 9,031,531 | | Carlos L. Macau, Jr. Executive Vice President and Chief Financial Officer | 2023 | 822,582 | — | 3,285,455 | 1,721,803 | — | 1,117,672 | 6,947,512 | | | 2022 | 784,015 | — | — | 972,255 | — | 621,747 | 2,378,017 | | | 2021 | 708,458 | — | 2,264,500 | 916,838 | — | 784,836 | 4,674,632 | | Eric A. Mendelson Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Flight Support Group | 2023 | 1,168,367 | — | 9,138,663 | 2,445,587 | — | 1,813,614 | 14,566,231 | | | 2022 | 1,113,669 | — | — | 1,381,074 | — | 1,101,753 | 3,596,496 | | | 2021 | 1,006,353 | — | 6,395,000 | 1,302,355 | — | 1,327,401 | 10,031,109 | | Victor H. Mendelson Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Electronic Technologies Group | 2023 | 1,168,367 | — | 9,138,663 | 2,445,587 | — | 1,815,503 | 14,568,120 | | | 2022 | 1,113,669 | — | — | 1,381,074 | — | 1,099,633 | 3,594,376 | | | 2021 | 1,006,353 | — | 6,395,000 | 1,302,355 | — | 1,018,620 | 9,722,328 | | Steven M. Walker Chief Accounting Officer | 2023 | 373,435 | 400,000 | 380,745 | — | — | 44,739 | 1,198,919 | | | 2022 | 355,970 | 350,000 | 286,510 | — | — | 45,711 | 1,038,191 | | | 2021 | 321,670 | 275,000 | — | — | — | 44,023 | 640,693 |
Determining Compensation Levels
| (3) For more information on the HEICO Corporation Leadership Compensation Plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section. |
Determining Compensation Levels
| Fiscal Year (a)(1) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)((2)) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (d)((2)) | Value of Initial Fixed $100 Investment Based On: | | | Net Income Attributable to HEICO ($ millions)(h)((4)) | EBITDA ($ millions) ((5)) | | | | | | | HEICO Common Stock TSR (HEI) (f)((3)) | HEICO Class A Common Stock TSR (HEI.A) (f)((3)) | Dow Jones U.S. Aerospace Index TSR (g)((3)) | | | | 2023 | $15,447,501 | $14,651,777 | $9,320,196 | $9,187,638 | $151.36 | $136.58 | $154.08 | $403.60 | $758.31 | | 2022 | 9,107,291 | 10,193,788 | 2,651,770 | 4,530,704 | 155.22 | 136.56 | 140.93 | 351.68 | 593.74 | | 2021 | 9,031,531 | 10,903,978 | 6,267,191 | 9,673,857 | 132.86 | 134.61 | 152.31 | 304.22 | 487.36 |
Determining Compensation Levels
| (2) Compensation Actually Paid does not necessarily reflect compensation actually earned, realized, or received by the PEO or the non-PEO NEOs, but reflects adjustments made to the Summary Compensation Table totals for the PEO and non PEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. The valuation assumptions used to calculate fair value, or change in fair value, as applicable, were made in accordance with FASB ASC Topic 718 and the valuation assumptions did not materially differ from those disclosed at the time of the grant. |