DEF 14A of Myers Industries Inc, Mar 18, 2024

DEF 14A of Myers Industries Inc

Filed Mar 18, 2024 · FY20230001140361-24-013909

Open on EDGAR

  1. Director Nominees

    Director Nominees You are being asked to vote on the election of the following director candidates. The candidates listed below are the 8 nominees recommended by the Corporate Governance Committee (the “Governance Committee”) and approved by the Board for election to serve for a one-year term. Detailed information on each director is available starting on page 12.

  2. Director Nominees

    | | | | | | Current Committee Memberships | | | | Name | Age | Director Since | Experience | Independent | Audit | Compensation | Governance | | Yvette Dapremont Bright | 62 | 2021 | President, Brighter Horizon Foundation | Yes | • | | • | | Ronald M. De Feo | 72 | 2018 | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT) and a founding partner of Nonantum Capital Partners, LLC | Yes | | Chair | | | William A. Foley | 76 | 2011 | Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY) | Yes | • | | • | | Jeffrey Kramer | 64 | 2021 | Former CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM) | Yes | | • | Chair | | F. Jack Liebau, Jr., Chair | 60 | 2015 | Managing Director, Beach Investment Counsel | Yes | • | • | • | | Bruce M. Lisman | 77 | 2015 | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM) | Yes | | • | • | | Lori Lutey | 59 | 2018 | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | Yes | Chair | | | | Michael McGaugh | 50 | 2020 | President and CEO, Myers Industries, Inc. | No | | | |

  3. Director Nominees

    | 2024 Proxy Statement | iii |

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  5. Nominees

    Nominees Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board. Each of the below nominees has consented:

  6. Nominees

    | • | to serve as a nominee, |

  7. Nominees

    | • | to being named as a nominee in this Proxy Statement, and |

  8. Nominees

    | • | to serve as a director if elected. |

  9. Nominees

    If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement. Each of the following nominees is unanimously recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.

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

    THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

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

    | Name | Age | Director Since | Independent | Occupation | | Yvette Dapremont Bright | 62 | 2021 | Yes | President, Brighter Horizon Foundation | | Ronald M. De Feo | 72 | 2018 | Yes | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT); founding partner of Nonantum Capital Partners, LLC | | William A. Foley | 76 | 2011 | Yes | Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY) | | Jeffrey Kramer | 64 | 2021 | Yes | Former CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM) | | F. Jack Liebau, Jr. | 60 | 2015 | Yes | Managing Director, Beach Investment Counsel | | Bruce M. Lisman | 77 | 2015 | Yes | Former Chairman of Global Equity Division, JP Morgan Chase & Co. | | Lori Lutey | 59 | 2018 | Yes | Former EVP and CFO of Schneider National (NYSE: SNDR) | | Michael McGaugh | 50 | 2020 | No | President and CEO of Myers Industries, Inc. |

  12. NOMINEE INFORMATION

    NOMINEE INFORMATION

  13. NOMINEE INFORMATION

    | YVETTE DAPREMONT BRIGHT Age: 62 Director since: 2021 Committees: Audit Governance | Business Experience: | | | | • | President, Brighter Horizon Foundation | | | • | Former Executive Vice President and Chief Operating Officer, former Chief Transformation Officer and former Chief Administrative Officer of Independence Blue Cross, health insurer serving the Philadelphia, Pennsylvania region | | | Current and Former Directorships: | | | | • | Director of Independence Blue Cross | | | • | Director of Cityblock Health | | | • | Director of National Life Group, a financial services company | | | • | Advisory director of Clarify Health Solutions, Inc., a provider of health care software solutions | | | • | Former director of CSAA Insurance Group, a AAA insurer offering automobile, homeowners and other personal lines of insurance to AAA Members through AAA clubs in 23 states and the District of Columbia | | | • | Former director of Reveleer, a software platform company for health plans and providers | | | • | Former director of Independence Health Group, a diversified health care company offering commercial, Medicare and Medicaid medical coverage, third-party benefits administration, and pharmacy benefits management | | | • | Former director and Chair of AmeriHealth Insurance Company of New Jersey | | | • | Former director of AmeriHealth Caritas, a Medicaid managed care organization | | | Skills and Expertise: | | | | • | Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services | | | • | Leadership of enterprise wide operating platform and cultural transformation | | | • | Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives |

  14. NOMINEE INFORMATION

    | RONALD M. DE FEO Age: 72 Director since: 2018 Committees: CMD (Chair) | Business Experience: | | | | • | Founding partner of Nonantum Capital Partners, LLC, a private equity firm | | | • | Former President, Chief Executive Officer, and Executive Chairman of Kennametal Inc. (NYSE: KMT), a supplier of tooling and industrial materials | | | • | Former Chief Executive Officer of Terex Corporation (NYSE: TEX), manufacturer of lifting and material handling solutions for a variety of industries | | | • | Various marketing and leadership positions at Case Corporation, Tenneco Inc. (NYSE: TEN), and Procter & Gamble (NYSE: PG) | | | Current and Former Directorships: | | | | • | Director of ProVest LLC, a Legal Services company owned by Nonantum Capital Partners, LLC | | | • | Director of Helix LLC, a traffic management company owned by Nonantum Capital Partners, LLC | | | • | Supervisory board of DLL, a financial services company owned by Rabobank | | | • | Trustee for Iona College | | | • | Former Executive Chairman and director of Kennametal Inc. | | | | Former Chairman and director of Terex Corporation | | | Skills and Expertise: | | | | • | Over 20 years of senior management and industrial experience | | | • | Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing | | WILLIAM A. FOLEY Age: 76 Director since: 2011 Committees: Audit Governance | Business Experience: | | | | • | Former Executive Chairman and Chief Executive Officer of Libbey Inc. (NYSE: LBY), a producer of consumer and industrial glassware | | | • | Former Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents | | | • | Former Chairman and Chief Executive Officer of Thinkwell Incorporated | | | • | Former President of Arhaus Inc., a brand name furniture company | | | • | Former Chairman, President and CEO of Lesco Incorporated, a manufacturer, distributor and retailer of professional lawn care and golf course management products | | | Current and Former Directorships: | | | | • | Indiana University Foundation, Board of Associates | | | • | Former director of Libbey, Inc. | | | Skills and Expertise: | | | | • | Extensive experience in acquisition, joint venture, and market development | | | • | Extensive experience in broad scale plastics manufacturing, as well as consumer and distribution businesses | | | • | Experience with best practices on public company boards, particularly in governance, compensation and leadership | | | • | Extensive financial experience, qualified as an “audit committee financial expert” |

  15. NOMINEE INFORMATION

    | JEFFREY KRAMER Age: 64 Director since: 2021 Committees: CMD | Business Experience: | | | | • | Former CEO, Schweitzer-Mauduit International, Inc. (formerly NYSE: SWM), global manufacturer of high performance films, nettings and papers for filtration, transportation, medical, construction, infrastructure and tobacco markets | | | • | Former CEO of JAM Distributing, a market leading distributor of high performance lubricants and fuels | | | • | Long multinational career at Air Products, a leading global producer of industrial gases, including roles as Chief Technology Officer, Vice President of Global Packaged Gases, Vice President of Corporate Development and Vice President Chemicals Asia | | | Current and Former Directorships: | | | | • | Director of Stein Fibers | | | • | CEO, Trustee, Council for Economic Development of The Conference Board | | | • | Director of Crete Mechanical, a privately-held mechanical services company | | | • | Former Executive Member, Board of Directors of SWM International | | | • | Former Executive Member, Board of Directors JAM Distributing | | | • | Member of Princeton University Chemical Engineering Advisory Council | | | • | Former director, Sayre Child Care, a nonprofit child care organization | | | Skills and Expertise: | | | | • | Strategic view – deep expertise and experience in defining strategic direction | | | • | Extensive experience in mergers/acquisitions and corporate transformations, executed and successfully integrated multiple acquisitions around the world and redirected and improved businesses for both private and public companies | | | • | Deep understanding of the roles of R&D and Innovation Technology in business development and corporate success from leadership roles | | | • | Global supply chain experience having directly led multiple global manufacturing and distribution businesses | | | • | Strong focus on people development, role of culture/inclusion in company success and the importance of strong communication |

  16. NOMINEE INFORMATION

    | F. JACK LIEBAU, JR. Age: 60 Director since: 2015 Board Chair Committees: Audit CMD Governance | Principal Occupation: Managing Director, Beach Investment Counsel | | | | Business Experience: | | | | • | Former President and CEO of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s insurance companies | | | • | Former President and Founder, Liebau Asset Management Company, which managed money for individuals, foundations, and corporations | | | • | Former Partner and Portfolio Manager for Davis Funds and Primecap Management Company, investment management firms | | | Current and Former Directorships: | | | | • | Director of STRATTEC Security Corporation | | | • | Director of BNY Mellon ETF Trust | | | • | Non-Executive Board Chair and Member of Special Investigations Limited Company, a private, Virginia-based professional services company and government contractor in the information technology, cybersecurity, investigations, and intelligence sectors | | | • | Director of MuxIP, unlisted software company serving media companies, since 2020 | | | • | Director and CFO of the Edwin Gregson Foundation | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former director of Herley Industries, Inc., a defense technology company | | | • | Former director of Media General, Inc., then owner of newspapers and television stations | | | • | Former Vice President of Andover Alumni Council | | | • | Former director of Kidspace Children’s Museum | | | Skills and Expertise: | | | | • | Vast financial, strategic, executive and investment experience working with companies in a wide range of industries | | | • | Experience in corporate governance and corporate and non-profit board service | | | • | Experience working effectively with management teams, analyzing strategic options, and communicating with various constituencies | | | • | Extensive financial experience, qualified as an “audit committee financial expert” |

  17. NOMINEE INFORMATION

    | BRUCE M. LISMAN Age: 77 Director since: 2015 Committees: CMD Governance | Business Experience: | | | | • | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM), a global financial services firm and banking institution | | | • | Former Co-Head of the Global Institutional Equity Division, Bear Stearns Companies, Inc. | | | Current and Former Directorships: | | | | • | Director of STRATTEC Security Corporation | | | • | Director of Associated Capital Group (NYSE: AC), a diversified global financial services company | | | • | Director of Circor International, Inc. (NYSE: CIR), a global manufacturer of flow and motion control products | | | • | Director of National Life Group, a mutual life insurance company | | | • | Former director and Chair of PC Construction, engineering and construction | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former member of various boards including an electric utility, an electricity transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, two universities (one of which as chair) and America’s oldest conservation organization as chair | | | Skills and Expertise: | | | | • | Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations | | | • | Extensive executive and investment experience | | LORI LUTEY Age: 59 Director since: 2018 Committees: Audit (Chair) | Business Experience: | | | | • | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | | | • | Former Vice President of Finance of FedEx Services | | | • | Former Vice President and Chief Financial Officer of FedEx Trade Networks | | | • | Former Vice President of Finance and Administration of FedEx Supply Chain Services | | | Current and Former Directorships: | | | | • | Director of Tailwind Smith Cooper Holdings, a private manufacturer/distributor | | | • | Director of Tailwind National Trench Safety, a private national provider of trench shoring and safety solutions | | | • | Former director of PS Logistics, a private flatbed transportation solutions provider | | | • | Former director of One Equity Partners Open Water I Corp. (NASDAQ: OEPWU), a previously formed special purpose acquisition company | | | • | Former director of Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms | | | Skills and Expertise: | | | | • | Extensive experience with strategic and financial management and leadership of overall company performance | | | • | Extensive financial and accounting experience, qualified as an “audit committee financial expert” |

  18. NOMINEE INFORMATION

    | MICHAEL MCGAUGH Age: 50 Director since: 2020 Committees: None | Principal Occupation: President, Chief Executive Officer, and Director of Myers Industries, Inc. | | | | Business Experience: | | | | • | Former Executive Vice President and Chief Operating Officer of BMC Stock Holdings, Inc. (NASDAQ:BMCH), a leading building products manufacturer and distributor focused on growth and innovation | | | • | Former Global Director and Global General Manager for The Dow Chemical Company (NYSE:DOW), a global leader in science and technology in the areas of plastics, polymers, and chemicals | | | • | Former Global Director, Growth and Innovation portfolio and Global Director, Strategic Marketing, for Dow | | | • | Former Vice President and General Manager of Dow Building Solutions, a business unit within Dow that manufactures and sells plastics and polymer based building products such as STYROFOAMTM insulation | | | • | Former business leader of multiple plastics and polymer business units at Dow | | | Current and Former Directorships: | | | | • | Director of Cleveland Clinic Akron General Hospital | | | • | Former advisory board member of Harvard Joint Center for Housing Studies | | | • | Former director of Shelterhouse of Michigan | | | Skills and Expertise: | | | | • | Substantial experience leading large public companies and their divisions | | | • | Broad background in the plastics and polymers industries | | | • | Extensive merger, acquisition, and integration experience, having led the Integration Management Office for the merger between Dow/E.I. DuPont de Nemours and several other merger, acquisition, and divestiture transactions | | | • | Significant experience in growth and innovation, having headed this business unit within Dow as well as having led Strategic Marketing for Dow | | | • | Extensive experience in corporate strategy and governance, having held executive roles accountable for these functions at BMC Stock Holdings and Dow | | | • | Deep commercial expertise, having led Sales, Marketing, and Purchasing functions for numerous business units and industry segments |

  19. NOMINEE INFORMATION

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

  20. Director Compensation

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

  21. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The Company’s non-employee director compensation program maintained in 2023 reflected the recommendations of the CMD Committee’s compensation consultant based on the consultant’s assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company’s non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board. The Company’s non-employee director compensation program includes an annual cash retainer and an equity-based award. Directors who are employees of the Company do not receive either an annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity-based award is granted for directors’ upcoming year of service subject to vesting at the following year’s Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves. In 2023, each non-employee director received an annual cash retainer of $100,000 and an equity-based award under our 2021 Long-Term Incentive Stock Plan, as Amended and Restated (the “2021 Plan”) with a target value of $100,000 at the grant date of our 2023 Annual Meeting of Shareholders. The cash portions of the retainers in 2023 for our non-employee directors’ annual service and committee and Board chair service is set forth below.

  22. 2023 Non-Employee Director Compensation

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

  23. 2023 Non-Employee Director Compensation

    | (1) Board Chair is not eligible to receive additional Committee membership fees. |

  24. 2023 Non-Employee Director Compensation

    | (2) No ad hoc committees were established by the Board in 2023. |

  25. 2023 Non-Employee Director Compensation

    The following table shows all compensation paid to non-employee directors for their service during 2023.

  26. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2023

  27. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Yvette Dapremont Bright | $100,000 | $100,004 | — | — | — | $200,004 | | Sarah Coffin(2) | $34,112 | — | — | — | — | $34,112 | | Ronald M. De Feo | $112,500 | $100,004 | — | — | — | $212,504 | | William A. Foley | $100,000 | $100,004 | — | — | — | $200,004 | | Jeffrey Kramer | $108,333 | $100,004 | — | — | — | $208,337 | | F. Jack Liebau, Jr. | $190,000 | $100,004 | — | — | — | $290,004 | | Bruce M. Lisman | $100,000 | $100,004 | — | — | — | $200,004 | | Lori Lutey | $112,500 | $100,004 | — | — | — | $212,504 |

  28. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2023

    | (1) Stock Award amounts do not reflect compensation actually received by the directors. The amounts shown reflect the grant date fair market value of 5,294 restricted stock units awarded to each non-employee director on April 27, 2023 with respect to their service commencing on that date until the 2024 Annual Meeting of Shareholders, at which time their awards will vest unless the director elected to receive stock units and defer receipt of common stock until he or she ceases to be a member of the Board for any reason whatsoever, at which time the Company shall make a payment to the director of one share for every stock unit then held as payment with respect to each such stock unit. |

  29. NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2023

    | (2) Amount represents fees earned and paid in cash in 2023 through the date of Ms. Coffin’s retirement from the Board on April 27, 2023. |

  30. Compensation Philosophy

    | • | Motivate our executive officers to pursue, and reward them for achieving, short-term and long-term Company goals that are intended to deliver shareholder value |

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

    Our Strategy and Pay for Performance Approach to Executive Compensation The Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s near and long-term strategic vision. The Company’s compensation program seeks to achieve this through the mixture of base pay, short and long-term incentives, and the provision of other benefits. Base pay and other benefits provide appropriate compensation to attract and retain talent. Short-term incentives are tied to the achievement of Company growth with targets intended to advance the long-term strategic vision of the Company. Long-term incentives provide executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and help drive long-term value creation. For example, vesting of our 2023 performance-based long-term incentive awards will be based on the Company’s three-year cumulative adjusted EBITDA, subject to a relative TSR modifier, which are performance metrics intended to motivate and reward our executives for increasing shareholder value and returns while promoting the Company’s long-term interests consistent with our strategic goals.

  32. Compensation Program Governance

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

  33. Description of Compensation Elements

    | Type of Pay & Form | | Performance Periods | Objectives | | Fixed | Base Pay (cash) | 1 year | •Compensation for job performance •Recognizes individual skills, competencies, and experience •Generally determined based on an individual’s time in the position, experience, performance, future potential, external market conditions, and peer benchmarking •May be influenced/changed as a result of changes in the executive’s responsibilities, an assessment of annual performance, our financial management, and/or external market data relating to base pay practices of peers | | At Risk | Annual Bonus (cash) | 1 year | •Variable cash compensation with 100% tied to the achievement of annual corporate operational goals established by the CMD Committee each fiscal year to align with corporate strategic goals (for 2023, as in 2022, the Company’s achievement of budgeted adjusted EBITDA) •Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value | | | Long-Term Incentives (CEO: 75% PSUs & 25% RSUs; Other NEOs 60% PSUs & 40% RSUs) | 3 years | •Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests consistent with strategic goals •Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving long-term Company performance objectives designed to enhance shareholder value (for awards in 2023, as in 2022, the Company’s three-year cumulative adjusted EBITDA, subject to a relative TSR modifier) •Helps build executive stock ownership consistent with our stock ownership objectives •Encourages retention of executive management team through multi-year vesting |

  34. Overview of How We Determine Compensation

    Overview of How We Determine Compensation The Company believes its practices are consistent with the practices of a company of its size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program’s objectives of delivering competitive and appropriate pay aligned with our shareholders’ interests. The CMD Committee refers to market data to benchmark and help establish pay opportunities for the NEOs that are competitive for a company of our size in our industry, and for the role and experience of the individual executive. The CMD Committee generally considers a range around the market median when establishing compensation levels for the NEOs. As part of its annual review and consideration of the benchmarking process used to assess the Company’s pay levels and pay programs for its executives, the CMD Committee and its independent compensation consultant conduct an executive compensation market analysis that draws from third-party compensation surveys and publicly available data for a group of peer companies (“Compensation Peer Group”). The CMD Committee annually reviews the Compensation Peer Group, with input from the Committee’s independent compensation consultant, to evaluate whether the composition of the group remains relevant for the ensuing calendar year, with consideration of certain quantitative and qualitative criteria, including: (1) companies within approximately 50% to 200% of the Company’s revenue, (2) companies operating within the Company’s industries and end-markets, and (3) companies with similar focus and/or business complexity. Due to the difficulty of finding direct publicly-traded peers of our size, the CMD Committee regards the Company’s comparison to these companies only as reference points in establishing pay levels. Additionally, survey data from Willis Towers Watson is used as an additional reference point using similar quantitative and qualitative criteria to establishing the Compensation Peer Group. Our CMD Committee does not seek to establish any specific benchmark in reference to these companies or to require changes in our executive compensation to match changes in these companies’ compensation. The CMD Committee determined to maintain the following peer group of companies, identified during the last significant evaluation of the Compensation Peer Group conducted in late 2021, to comprise the Compensation Peer Group for executive compensation benchmarking purposes in 2023:

  35. $ in millions

    | (1) Formerly known as Schweitzer-Mauduit International, Inc., which combined in a merger of equals with another former peer group company, Neenah, Inc., on July 6, 2022. |

  36. $ in millions

    In late 2023, the CMD Committee reviewed the composition of 2023 Compensation Peer Group, with input from the Committee’s independent compensation consultant. Based on that review, the Committee determined to eliminate Mativ Holdings, Inc., the company resulting from the merger of two former peer companies, Schweitzer-Mauduit International, Inc. and Neenah, Inc., and add two companies, Columbus McKinnon Corporation and Douglas Dynamics, Inc., to the Compensation Peer Group for executive compensation benchmarking purposes in 2024. Consistent with the objectives of our executive pay philosophy of attracting and retaining a talented and experienced executive management team and other key employees, paying for performance, motivating our executive officers to achieve short-term and long-term Company goals that are intended to enhance shareholder value, and rewarding executives whose knowledge, skills, and performance are crucial to our success, actual compensation may be above or below the median for executives in similar roles at companies of similar size and complexity, depending on an evaluation of several factors including, but not limited to, time-in-position, experience, performance, and future potential. We believe this approach is appropriate as it is intended to attract and retain key executives, but does not position our compensation costs out of line with expected or actual performance.

  37. Base Salary

    Base Salary Base salary provides a fixed element of compensation that competitively rewards our NEOs’ individual skills, competencies, experience and performance. Additionally, the base salaries provide our NEOs with income regardless of the Company’s stock price performance, which acts as a risk-balancing measure in that it helps to avoid incentives to create short-term stock price fluctuations. Furthermore, it helps mitigate elements beyond the control of the Company, like general economic and stock market conditions unrelated to Company performance. The Company does not have written employment agreements with our NEOs. The Board and CMD Committee annually review the performance of the CEO and the CEO’s corporate goals and objectives and, in connection with this review, may approve a merit-based increase to the CEO’s base salary, as well as a market-based adjustment if determined to be appropriate based on competitive benchmark input from the CMD Committee’s independent compensation consultant. For the other NEOs, base salary adjustments are based on recommendations by the CEO to the CMD Committee. In making such adjustments, the Company’s performance and the individual NEO’s scope of work, performance and competitive benchmarks are considered, based on input from the independent consultant to the CMD Committee. The 2023 initial base salaries of all NEOs and percentage increases from their 2022 base salaries are shown in the following table and reflect considerations consistent with the foregoing. Mr. Fitz’s base salary was in effect upon his appointment on May 8, 2023. Ms. Vinay received a supplemental monthly salary payment of $5,000 through May 8, 2023, in connection with her additional duties as the Company’s Interim Chief Financial Officer. Effective May 22, 2023, Mr. Gurnee’s role was expanded to include responsibility for the distribution segment of the Company, and in connection therewith his base salary was increased an additional 5% to $357,100.

  38. Short-Term Incentives

    Short-Term Incentives The Company’s annual incentive plan is a cash-based incentive plan in which our NEOs, along with certain other senior level employees, participate. The annual incentive plan was intended to reward management primarily for achieving targeted levels of adjusted EBITDA based on the Company’s 2023 financial plan.

  39. Annual Bonus Metrics

    Annual Bonus Metrics For 2023 annual bonuses, as for 2022, performance was determined using the following objective financial metric:

  40. Annual Bonus Metrics

    | Measure | Alignment with Business Strategy | | Adjusted EBITDA | Achieving EBITDA targets consistent with the Company’s annual financial plan supports the Company’s objectives of providing value to its stakeholders and rewarding business performance for providing such value. |

  41. Annual Bonus Metrics

    This objective financial metric constituted 100% of each NEO’s annual bonus opportunity.

  42. Annual Bonus Performance – 2023 Objectives and Achievements

    Annual Bonus Performance – 2023 Objectives and Achievements The CMD Committee annually approves a target bonus opportunity for each NEO. Objective performance targets were established for achieving certain levels of adjusted EBITDA for each NEO’s annual bonus opportunity. As part of the annual bonus performance goal-setting process, the Board annually reviews and approves management’s business and financial plan for the Company, and the CMD Committee reviews the proposed performance goal, with minimum and maximum ranges intended to appropriately reward for results that exceed or fall short of target expectations. Bonuses can range from 0% to 200% of target, depending on actual performance, a practice determined to be consistent with the range of annual bonus opportunities of other peer companies. Goals are intended to reward for growth and business performance, consistent with the Company’s strategy, and motivate management with additional compensation opportunities without encouraging excessive risk-taking. We reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet minimally acceptable performance expectations. For 2023 we set a target goal of 100% of the Company’s adjusted EBITDA plan, or $108.0 million, and a maximum goal of approximately 140% of the Company’s adjusted EBITDA plan, or $152.0 million, based on then currently estimated market conditions for 2023. To incentivize our team to continue to sustain a minimum level of earnings performance, we set a threshold goal of approximately 80% of the Company’s adjusted EBITDA plan, or $86.0 million, before attainment of any bonus payouts. The table below shows the Company’s 2023 EBITDA targets and actual results, as adjusted for nonrecurring items approved by the CMD Committee, and the impact on our annual incentive plan payout percentage:

  43. Annual Bonus Performance – 2023 Objectives and Achievements

    | | Fiscal Year 2023 Goals and Payout | | | | | | | Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2023 Actual Results | 2022 Actual Results | 2023 Payout (% of target) | | Adjusted EBITDA ($ in millions) | $86.0 | $108.0 | $152.0 | $97.3 | $109.2 | 75.8% |

  44. Annual Bonus Performance – 2023 Objectives and Achievements

    Based on the foregoing above, the NEOs earned bonus awards for 2023 as follows:

  45. Annual Bonus Performance – 2023 Objectives and Achievements

    | Name | Target Award (% of Base) | Objective Metric Achievement (% of Target) | Earned Award Amount | | Mike McGaugh | 100% | 75.8% | $549,550 | | Grant Fitz(1) | 100% | 75.8% | $237,244 | | Monica Vinay(2) | 50% | 0% | $0 | | Jeff Baker | 75% | 75.8% | $219,136 | | Jim Gurnee | 55% | 75.8% | $146,128 |

  46. Annual Bonus Performance – 2023 Objectives and Achievements

    | (1) Mr. Fitz’s earned award was pro-rated to reflect his period of employment during 2023. |

  47. Annual Bonus Performance – 2023 Objectives and Achievements

    | (2) Ms. Vinay’s award was forfeited upon her voluntary resignation effective June 30, 2023. |

  48. Long-Term Incentives

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

  49. 2023 Long-Term Incentive Mix

    2023 Long-Term Incentive Mix To accomplish the foregoing goals, the CMD Committee has in recent years awarded our NEOs a mix of service-based and performance-based restricted stock units. For NEOs other than our CEO, the weighting of annual grants of long-term equity incentives in 2023 was maintained consistent with recent prior years as follows:

  50. 2023 Long-Term Incentive Mix

    | • | 60% Weighting: Long-term performance restricted stock units intended to reward our executives for achieving financial goals over a multi-year period. Our long-term performance restricted stock units vest at the end of three years based on achievement of pre-established financial metrics over three calendar years. |

  51. 2023 Long-Term Incentive Mix

    | • | 40% Weighting: Service-based restricted stock units help retain our key executives. Restricted stock units also align our executives with the total returns earned by our investors. Our service-based restricted stock unit grants vest ratably over three years, conditioned on continued employment at each vesting date, providing a strong executive retention device. |

  52. 2023 Long-Term Incentive Mix

    In addition, Mr. Fitz was provided a one-time grant of service-based restricted stock units in connection with his initial appointment as Chief Financial Officer in 2023 as described further below and as reported in the Grants of Plan Based Award table in the Summary of Cash and Certain Other Compensation portion of this Proxy Statement. Our CEO’s 2023 long-term incentives were weighted as follows, consistent with our approach in 2022, to provide even greater alignment between long-term Company performance and reward opportunities:

  53. 2023 Long-Term Incentive Mix

    | • | 75% Weighting: Long-term performance restricted stock units which vest at the end of three years based on achievement of pre-established financial metrics over three calendar years. |

  54. 2023 Long-Term Incentive Mix

    | • | 25% Weighting: Service-based restricted stock units which vest ratably over three years, conditioned on continued employment at each vesting date. |

  55. 2023 Long-Term Incentive Mix

    The following reflects the mix of target long-term incentives for our NEOs in calendar year 2023.

  56. 2023 Long-Term Incentive Target Opportunities

    2023 Long-Term Incentive Target Opportunities The target long-term incentive opportunity for each NEO is based on a percentage of their respective base salaries, as determined annually by the CMD Committee with input from management and the CMD Committee’s independent compensation consultant (with reference to the benchmarking analysis review). For 2023, the target total long-term incentive opportunities for our NEOs were as follows:

  57. 2023 Long-Term Incentive Target Opportunities

    | Name | Base Salary | Target Award (% of Base) | Target Award Amount | | Mike McGaugh | $725,000 | 330% | $2,400,000 | | Grant Fitz | $480,000 | 100% | $480,000 | | Monica Vinay | $316,000 | 50% | $158,000 | | Jeff Baker | $385,000 | 100% | $385,000 | | Jim Gurnee | $340,000 | 70% | $238,000 |

  58. 2023 Long-Term Incentive Target Opportunities

    In addition to the 2023 annual long-term incentive plan awards, Mr. Fitz was provided a one-time grant of service-based restricted stock units valued at $600,000 in connection with his appointment as Chief Financial Officer, to partially replace compensation opportunities from a prior employer that Mr. Fitz forfeited upon joining Myers. The restricted stock units represented by this additional award vest on a pro rata basis over three years, as reported in the Grants of Plan Based Award table in this Proxy Statement. Ms. Vinay’s target long-term incentive opportunity was based on her base salary in effect for 2023 and did not include the $5,000 monthly supplement she received until May 8, 2023 in connection with her additional duties as the Company’s interim Chief Financial Officer. Ms. Vinay forfeited all of her unvested long-term incentive awards, including her 2023 awards, upon her voluntary resignation effective June 30, 2023. As further described below, the performance-based long-term incentive plan awards granted in 2023 were structured similarly to our performance-based long-term incentive plan awards granted in 2021 and 2022, with payouts based on achievement of levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s relative total shareholder return (“rTSR”). The target level (100% payout) of three-year cumulative adjusted EBIDTA was based on the Company’s 3-year budgeted amount of that financial metric, the threshold level (50% payout) was based on approximately 90% of the target amount, and the maximum level (200% payout) was based on approximately 120% of the target amount. The threshold, target, and maximum amounts will be disclosed upon completion of the 2023-2025 performance period.

  59. 2021-2023 Long-Term Incentive Performance Awards

    2021-2023 Long-Term Incentive Performance Awards In 2021, the CMD Committee determined to revise the performance metrics used in our performance-based long-term incentives to be based on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s rTSR. The Committee maintained this structure for the long-term incentive performance awards granted in 2022 and 2023. The three-year target levels of cumulative adjusted EBITDA and the manner of application of the rTSR modifier for our 2021-2023 performance-based long-term incentive awards were established with input from management and the CMD Committee’s independent compensation consultant. These metrics were intended to better align with the Company’s strategy, drive consistent performance over time to help provide long-term shareholder value, and to more effectively correlate this performance to long-term incentive compensation of our NEOs and other key management team members. Additionally, these metrics were used by management to assess the operating performance of the business over the ensuing three-year period. The rTSR modifier was measured by the Company’s three-year TSR performance relative to all companies in the S&P 600 Materials and S&P 600 Industrials industry groups, and is used only to either (i) increase by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is at or above the 75th percentile of the comparative groups, or (ii) to decrease by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is below the 25th percentile of the comparative groups. No adjustment will be made to the payout otherwise based on the Company’s three-year EBITDA performance if the Company’s rTSR is at or above the 25th percentile of the combined index groups but does not reach the 75th percentile of the groups. The following table shows the structure of the Company’s long-term performance-based incentive awards for the three prior grant cycles in 2021, 2022 and 2023, each of which were outstanding as of the end of 2023:

  60. 2021-2023 Long-Term Incentive Performance Awards

    | Performance Period | Grant Year | Settlement Year (If Earned) | Performance Measures and Weighting | | | 2021-2023 | 2021 | 2024 | 3-year cumulative adjusted EBITDA (100%) | rTSR modifier | | 2022-2024 | 2022 | 2025 | 3-year cumulative adjusted EBITDA (100%) | rTSR modifier | | 2023-2025 | 2023 | 2026 | 3-year cumulative adjusted EBITDA (100%) | rTSR modifier |

  61. 2021-2023 Long-Term Incentive Performance Awards – Objectives and Achievements

    2021-2023 Long-Term Incentive Performance Awards – Objectives and Achievements In 2021, the Company established cumulative three-year targets for the objective financial performance metric of cumulative adjusted EBITDA for its 2021-2023 long-term incentive performance-based awards. For the three-year performance period ending in 2023, the Company achieved the cumulative EBITDA result, as adjusted to reflect certain nonrecurring items approved by the CMD Committee, reflected in the following table. Because the Company’s rTSR was neither below 25th percentile nor above the 75th percentile of the combined index group, this result was not subject to modification. The cumulative adjusted EBITDA goals, actual performance, and resulting payout percentage for our 2021-2023 performance-based long-term incentive awards are set forth below ($ in millions):

  62. 2021-2023 Long-Term Incentive Performance Awards – Objectives and Achievements

    | | 2021-2023 Goals and Payout | | | | | | Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout % | | Cumulative Adjusted EBITDA (in millions) | $245.9 | $260.9 | $290.9 | $278.9 | 159.9% |

  63. Senior Officer Severance Plan

    Senior Officer Severance Plan In 2020, the CMD Committee first recommended and the Board approved adoption of a Senior Officer Severance Plan (“Severance Plan”) to provide certain severance benefits for senior officers determined to be eligible to participate in the Severance Plan, including severance benefits in the event of certain terminations of employment, including in connection with a change in control of the Company. The Severance Plan is in lieu of any executive employment, severance, or change in control agreements and provides consistency in the levels of termination benefits available to our most senior officers, as determined by the CMD Committee from time to time to be eligible for participation in the Severance Plan. For a summary of the benefits available to our NEOs under the Severance Plan in 2023, see the description under Severance Arrangements upon Termination Including Change in Control in this Proxy Statement.

  64. Other Benefits

    | • | Each of our NEOs is eligible to participate in our Executive Nonqualified Excess Plan (“Nonqualified Deferred Compensation Plan”), which is a nonqualified retirement savings plan that allows for deferrals above the IRS limits on qualified plans. This plan is intended to restore compensation benefits that would have been earned under the tax-qualified 401(k) plan but for certain limitations imposed by the federal tax laws. Participating officers are at all times 100% vested in their voluntary deferrals. The Company may also provide matching or discretionary credits to the accounts of eligible officers, as determined by the Company in its sole discretion. The CMD Committee believes that maintaining this Nonqualified Deferred Compensation Plan helps to maintain the competitiveness of our entire executive retirement benefits. |

  65. Risk Assessment of Compensation Practices

    | • | Using a variety of vehicles for providing compensation, including salary, bonus, and equity-based compensation, comprised of cash and equity based incentives with different vesting periods, which act to focus executives on specific objectives under the Company’s business plan while creating alignment with shareholders |

  66. Risk Assessment of Compensation Practices

    | • | Providing a mixture of fixed and variable, annual and long-term, and cash and equity compensation to encourage behavior and actions that are in the long-term interests of the Company and our shareholders |

  67. Risk Assessment of Compensation Practices

    | • | Diversifying incentive-based risk by using differing performance measures, including Company financial performance |

  68. Risk Assessment of Compensation Practices

    | • | Determining and awarding incentive award grants based on a review of multiple indicators of performance that diversify the risk associated with any single indicator of performance |

  69. Timeline and Essential Components of Compensation Decision-Making

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

  70. Parties Involved in Compensation Decision-Making

    | Role of Independent Compensation Advisor | • | The CMD Committee has the authority to retain independent advisors and compensation consultants to assist in carrying out its responsibilities | | | • | The CMD Committee has engaged Semler Brossy as its independent compensation adviser since 2017 | | | • | Semler Brossy’s lead consultants report directly to the CMD Committee Chair, who approves Semler Brossy’s annual work plan | | | • | The lead consultants interact directly with the CMD Committee on a regular basis and with management as needed to complete work requested by the CMD Committee | | | • | Semler Brossy did not provide any other services to the Company during 2023 and received no compensation other than for services provided to the CMD Committee | | | • | The work of Semler Brossy has not raised any conflicts of interest and Semler Brossy annually confirms its independence to the CMD Committee |

  71. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  72. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1)(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(6) | Total | | Michael McGaugh President and Chief Executive Officer | 2023 | $721,809 | — | $2,321,216 | — | $549,550 | — | $227,785 | $3,820,360 | | | 2022 | $691,539 | — | $2,159,307 | — | $1,033,900 | — | $67,339 | $3,952,085 | | | 2021 | $641,923 | — | $1,246,351 | — | $566,955 | — | $65,939 | $2,521,168 | | Grant Fitz(4) Former Executive Vice President and Chief Financial Officer | 2023 | $604,615 | — | $1,002,857 | — | $237,244 | — | $15,548 | $1,860,264 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Monica Vinay(5) Vice President, Investor Relations and Treasurer, Interim Chief Financial Officer | 2023 | $202,320 | — | $231,231 | — | — | — | $30,935 | $464,486 | | | 2022 | $354,146 | — | $161,357 | — | $244,480 | — | $23,913 | $783,896 | | | — | — | — | — | — | — | — | — | — | | Jeff Baker Vice President, Shared Services | 2023 | $380,606 | — | $368,342 | — | $219,136 | — | $33,434 | $1,001,518 | | | 2022 | $355,462 | — | $288,825 | — | $342,738 | — | $28,533 | $1,015,557 | | | — | — | — | — | — | — | — | — | — | | Jim Gurnee Vice President, Sales, Marketing and Commercial Excellence | 2023 | $347,961 | — | $227,702 | — | $146,128 | — | $18,998 | $740,790 | | | 2022 | $325,154 | — | $231,485 | — | $265,638 | — | $17,697 | $839,974 | | | — | — | — | — | — | — | — | — | — |

  73. SUMMARY COMPENSATION TABLE

    | (1) Amounts shown do not reflect compensation actually received by the executive officers. Instead, the amounts shown are reported at grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, Compensation — Stock Compensation (referred to herein as “FASB ASC Topic 718”). The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. The amounts set forth in this column for 2023 include the grant date fair value of performance stock unit awards. The value of the annual performance stock unit awards granted in fiscal year 2023 if the target level of performance is achieved was: Mr. McGaugh – $1,772,197, Mr. Fitz -- $276,078, Ms. Vinay – $102,021 (although Ms. Vinay forfeited all such awards upon her voluntary resignation as an officer of the Company effective June 30, 2023), Mr. Baker – $227,430, and Mr. Gurnee – $140,589. The value of the annual performance stock unit awards granted in fiscal year 2023 if the maximum performance target is achieved was: Mr. McGaugh – $4,430,492, Mr. Fitz -- $690,195, Ms. Vinay – $255,053 (although Ms. Vinay forfeited all such awards upon her voluntary resignation as an officer of the Company effective June 30, 2023), Mr. Baker – $568,575, and Mr. Gurnee – $351,473. |

  74. SUMMARY COMPENSATION TABLE

    | (2) Amounts in this column for 2022 include the grant date fair value of restricted stock unit awards. Information regarding the restricted stock unit awards granted to our NEOs is set forth in the Grants of Plan Based Awards Table for each respective year. The Grants of Plan Based Awards Table also sets forth the grant date fair value in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to our Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. |

  75. SUMMARY COMPENSATION TABLE

    | (3) Amounts in this column for 2023 represent incentive bonuses that were earned during 2023 and paid early in 2024. |

  76. SUMMARY COMPENSATION TABLE

    | (4) Mr. Fitz was appointed as an officer of the Company effective May 8, 2023. |

  77. SUMMARY COMPENSATION TABLE

    | (5) Ms. Vinay was appointed Interim Chief Financial Officer effective July 1, 2022 and began receiving a supplemental monthly salary payment of $5,000 for her service in that role in addition to her role as Vice President, Investor Relations and Treasurer, through the date of the appointment of Mr. Fitz as Chief Financial Officer effective May 8, 2023. |

  78. SUMMARY COMPENSATION TABLE

    | (6) The amounts set forth in this column include: (i) Company contributions under our 401(k) plan and Nonqualified Deferred Compensation Plan; (ii) executive physicals; (iii) dividends upon vesting of restricted stock awards; and (iv) rent for temporary housing. These benefits are valued based on the incremental costs to the Company and are listed in the following table: |

  79. SUMMARY COMPENSATION TABLE

    | | 2023 | 2022 | 2021 | | Mr. McGaugh | | | | | Contributions | $70,183 | $50,340 | $37,152 | | Executive physical | 3,465 | — | 4,523 | | Dividends | 154,137 | 16,999 | 5,911 | | Temporary Housing | — | — | 18,353 | | | $227,785 | $67,339 | $65,939 | | Mr. Fitz | | | | | Contributions | — | — | — | | Executive physical | — | — | — | | Temporary Housing | $15,548 | — | — | | | $15,548 | — | — | | Ms. Vinay | | | | | Contributions | $13,124 | $19,265 | — | | Executive physical | — | 1,776 | — | | Dividends | 17,811 | 2,872 | — | | | $30,935 | $23,913 | | | Mr. Baker | | | | | Contributions | $28,934 | $20,426 | — | | Executive physical | 1,882 | 2,206 | — | | Dividends | 2,618 | 5,901 | — | | | $33,434 | $28,533 | — | | Mr. Gurnee | | | | | Contributions | $13,200 | $12,200 | — | | Executive Physical | 3,569 | — | | | Dividends | 2,229 | 5,497 | — | | | $18,998 | $17,697 | — |

  80. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table contains information concerning the grants of plan based awards to the NEOs in 2023 under the 2021 Plan and the annual incentive plan. The actual value and gains, if any, on an option exercise are dependent upon the future performance of our common stock and overall market conditions. The outstanding and unvested portion of stock awards identified in the table below are also reported in the “Outstanding Equity Awards at Fiscal 2023 Year-End” table below.

  81. Grants of Plan Based Awards During Fiscal Year 2023

    Grants of Plan Based Awards During Fiscal Year 2023

  82. Grants of Plan Based Awards During Fiscal Year 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Award(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael McGaugh | 3/02/2023 | | 725,000 | 1,450,000 | | | | | | | | | | 3/06/2023 | | | | | 86,915 | 217,288 | | | | 1,772,197 | | | 3/06/2023 | | | | | | | 28,972 | | | 549,019 | | Grant Fitz | 5/08/2023 | | 312,986 | 625,973 | | | | | | | | | | 5/15/2023 | | | | | 15,111 | 37,778 | | | | 276,078 | | | 5/15/2023 | | | | | | | 41,554 | | | 726,779 | | Monica Vinay(5) | 3/02/2023 | | | | | | | | | | | | | 3/06/2023 | | | | | 4,577 | 11,443 | | | | 102,021 | | | 3/06/2023 | | | | | | | 6,239 | | | 129,210 | | Jeff Baker | 3/02/2023 | | 289,098 | 578,195 | | | | | | | | | | 3/06/2023 | | | | | 11,154 | 27,885 | | | | 227,430 | | | 3/06/2023 | | | | | | | 7,436 | | | 140,912 | | Jim Gurnee | 3/02/2023 | | 192,781 | 385,562 | | | | | | | | | | 3/06/2023 | | | | | 6,895 | 17,238 | | | | 140,589 | | | 3/06/2023 | | | | | | | 4,597 | | | 87,113 |

  83. Grants of Plan Based Awards During Fiscal Year 2023

    | (1) Represents estimated future payout for annual cash bonuses. Actual payout amounts were based on results of adjusted EBITDA for 2023 and are reflected under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  84. Grants of Plan Based Awards During Fiscal Year 2023

    | (2) Represents awards of performance stock units subject to vesting on the third anniversary of the grant date with payout based on cumulative adjusted EBITDA over a three-year performance period for the performance period of 2023-2025 and a relative TSR modifier over a three-year performance period starting on the date of grant. |

  85. Grants of Plan Based Awards During Fiscal Year 2023

    | (3) Represents awards of restricted stock units which vest ratably in three annual installments on March 16 of each of the first three years after the grant date for Mr. McGaugh, Ms. Vinay, Mr. Baker and Mr. Gurnee and May 15 of each of the first three years after the grant date for Mr. Fitz. The grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. |

  86. Grants of Plan Based Awards During Fiscal Year 2023

    | (4) Represents payout at target based on the grant date fair value of such awards in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. |

  87. Grants of Plan Based Awards During Fiscal Year 2023

    | (5) All Equity Incentive Plan Awards granted to Ms. Vinay on March 6, 2023 were forfeited upon her voluntary resignation effective June 30, 2023. |

  88. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows all outstanding equity awards held by the NEOs at the end of fiscal year 2023 that have not been exercised, forfeited, or vested. Certain of the awards identified in the table below are also reported in the “Grants of Plan Based Awards During Fiscal Year 2023” table above.

  89. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End

  90. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Option Awards | | | | | | Stock Awards | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Michael McGaugh | | | | | | 5,939(2) | 116,107 | 53,453(6) | 1,045,006 | | | | | | | | 18,827(3) | 368,068 | 84,723(7) | 1,656,335 | | | | | | | | 28,972(4) | 566,403 | 86,915(8) | 1,699,188 | | Grant Fitz | | | | | | 41,554(5) | 812,381 | 15,111(9) | 295,420 | | Monica Vinay(10) | | | | | | | | | | | Jeff Baker | | | | | | 1,182(2) | 23,108 | 5,320(6) | 104,006 | | | | | | | | 4,097(3) | 80,096 | 9,218(7) | 180,212 | | | | | | | | 7,436(4) | 145,374 | 11,154(8) | 218,061 | | Jim Gurnee | | | | | | 1,055(2) | 20,625 | 4,746(6) | 92,784 | | | | | | | | 3,283(3) | 64,183 | 7,388(7) | 144,435 | | | | | | | | 4,597(4) | 89,871 | 6,895(8) | 134,797 |

  91. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Calculated by multiplying $19.55, the closing market price of our common stock on December 29, 2023, by the number of unvested restricted shares and unvested performance shares at target payout. |

  92. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) Represents unvested service based restricted units granted on March 16, 2021 which are subject to vesting as the last of three equal installments on March 16, 2024. |

  93. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) Represents unvested service based restricted units granted on March 15, 2022 which are subject to vesting in two remaining equal installments on March 16 in 2024 and 2025. |

  94. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) Represents unvested service based restricted units granted on March 6, 2023 which are subject to vesting in three equal installments on March 16 in 2024, 2025, and 2026. |

  95. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) Represents unvested service based restricted units granted on May 15, 2023 which are subject to vesting in three equal installments on May 15 in 2024, 2025, and 2026. |

  96. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (6) Represents unvested performance based restricted stock units granted on March 16, 2021 which are subject to settlement based on applicable performance conditions for the three-year performance period 2021-2023. The units shown indicate the number of shares that would be paid out if performance is achieved at target. |

  97. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (7) Represents unvested performance based restricted stock units granted on March 15, 2022 which are subject to settlement based on applicable performance conditions for the three-year performance period 2022-2024. The units shown indicate the number of shares that would be paid out if performance is achieved at target. |

  98. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (8) Represents unvested performance based restricted stock units granted on March 6, 2023 which are subject to settlement based on applicable performance conditions for the three-year performance period 2023-2025. The units shown indicate the number of shares that would be paid out if performance is achieved at target. |

  99. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (9) Represents unvested performance based restricted stock units granted on May 15, 2023 which are subject to settlement based on applicable performance conditions for the three-year performance period 2023-2025. The units shown indicate the number of shares that would be paid out if performance is achieved at target. |

  100. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (10) All unvested equity awards granted to Ms. Vinay were forfeited upon her voluntary resignation effective June 30, 2023. |

  101. Option Exercises and Stock Vested for Fiscal Year End 2023

    Option Exercises and Stock Vested for Fiscal Year End 2023 The following table shows the options that were exercised and the restricted stock grants that vested for the NEOs during fiscal year 2023.

  102. Option Exercises and Stock Vested for Fiscal Year End 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Michael McGaugh | — | — | 107,575 | 2,150,368 | | Grant Fitz | — | — | — | — | | Monica Vinay | — | — | 12,441 | 248,681 | | Jeff Baker | — | — | 3,231 | 64,318 | | Jim Gurnee | — | — | 2,696 | 53,675 |

  103. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the contributions, earnings, and balances of the NEOs in our Nonqualified Deferred Compensation Plan with respect to fiscal year 2023.

  104. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Michael McGaugh | 139,480 | 56,983 | 79,467 | — | 406,493 | | Grant Fitz | — | — | — | — | — | | Monica Vinay | 1,865 | — | 9,844 | — | 58,279 | | Jeff Baker | 311,285 | 15,734 | 68,321 | — | 536,889 | | Jim Gurnee | — | — | — | — | — |

  105. Nonqualified Deferred Compensation

    | (1) Contributions by the Company in 2024 with respect to fiscal year 2023 under the Nonqualified Deferred Compensation Plan. |

  106. Nonqualified Deferred Compensation

    | (2) Earnings in this column represent estimated earnings on the Nonqualified Deferred Compensation Plan, which are based upon participant-directed investment allocations. These amounts are not included in the Summary Compensation Table because they do not constitute above market interest or preferential earnings. |

  107. Pay versus Performance

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

  108. Pay versus Performance

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

  109. Pay versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McGaugh, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Related Information – Executive Compensation Tables – Summary Compensation Table.” |

  110. Pay versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of CAP for Mr. McGaugh, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McGaugh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McGaugh’s total compensation for each year to determine the CAP: |

  111. Pay versus Performance

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

  112. Pay versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  113. Pay versus Performance

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

  114. Pay versus Performance

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

  115. Pay versus Performance

    | (3) Amounts reported in column (d) are the amounts of total compensation reported for Andrean Horton, who served as our interim Chief Executive Officer for a portion of 2020, which were included in the “Total” column of the Summary Compensation Table for 2020. |

  116. Pay versus Performance

    | (4) Amounts reported in column (e) represent the CAP for Ms. Horton in 2020, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Horton during 2020. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Horton’s compensation to determine the CAP for 2020: |

  117. Pay versus Performance

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

  118. Pay versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  119. Pay versus Performance

    | (b) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  120. Pay versus Performance

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

  121. Pay versus Performance

    | (5) Amounts reported in column (f) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non–CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Grant Fitz, Monica Vinay, Jeff Baker, and Jim Gurnee; (ii) for 2022, Sonal Robinson, Monica Vinay, Jeff Baker, Jim Gurnee, and Paul Johnson; (iii) for 2021, Sonal Robinson, Dan Hoehn, Andrean Horton, and Tom Harmon; and (iv) for 2020, Kevin Brackman, Dan Hoehn, Andrean Horton, and Tom Harmon. |

  122. Pay versus Performance

    | (6) Amounts reported in column (g) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid |

  123. Pay versus Performance

    to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  124. Pay versus Performance

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

  125. Pay versus Performance

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

  126. Pay versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $328,872 | ($97,458) | $0 | ($8,998) | ($107,885) | $9,023 | $123,555 | | 2022 | $294,838 | $108,664 | $0 | ($2,750) | ($76,160) | $13,620 | $338,212 | | 2021 | $136,391 | $4,108 | $0 | $4,682 | ($189,492) | $507 | ($43,804) | | 2020 | $192,886 | $51,231 | $49,913 | ($23,265) | ($61,129) | $9,536 | $219,171 |

  127. Pay versus Performance

    | (7) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  128. Pay versus Performance

    | (8) Represents the TSR from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2023 Long-Term Incentives.” Information regarding the TSR of the S&P 600 Materials (Sector) is included in the five year cumulative total return chart included in the Company’s 2023 Annual Report on Form 10-K. |

  129. Pay versus Performance

    | (9) Amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  130. Pay versus Performance

    | (10) Adjusted EBITDA is defined as net income plus depreciation and amortization, interest expense (net), income tax provision, and restructuring or other unusual charges. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year, to Company performance. |

  131. Analysis of Information Presented in Pay versus Performance Table

    Analysis of Information Presented in Pay versus Performance Table As described in greater detail in “Executive Compensation and Related Information – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a strong pay-for-performance philosophy with an emphasis on variable, performance-based compensation. While the Company uses several objective metrics to align executive compensation with our financial performance, we do not specifically align such metrics with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables to reflect the relationships between certain of the information presented in the Pay versus Performance table and CAP. The CAP vs. TSR table includes TSR information from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The TSR information from the S&P 600 Industrials (Sector) is included as supplemental information. The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2023 Long-Term Incentives.”

  132. CEO Pay Ratio

    CEO Pay Ratio As a result of rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (in the Company’s case, the CEO). In determining the median employee, a listing of all employees (the Company’s full employee population, but excluding the CEO) as of December 31, 2022, was prepared and the Company applied a “consistently applied compensation measure” to determine the median employee. For the consistently applied compensation measure, the Company looked to annual base salaries of employees for 2022. We used an annual base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. Non-U.S. employees were included in the determination of the median employee compensation, with the salary amounts of such non-U.S. employees converted to U.S. dollars using the applicable exchange rate as of December 31, 2022. The annual total compensation paid to our CEO in 2023 based on his time of service was $3,820,360, as reflected in the Summary Compensation Table information included in this Proxy Statement. The annual total compensation for 2023 of our median employee (other than the CEO) was calculated in accordance with the requirements of the Summary Compensation Table and determined to be $62,063. Accordingly, our CEO annual total actual compensation in 2023 was approximately 61.56 times that of our median employee in 2023. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.