DEF 14A of Turning Point Brands, Inc., Mar 22, 2024

DEF 14A of Turning Point Brands, Inc.

Filed Mar 22, 2024 · FY20230001140361-24-014833

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The affirmative vote of a plurality of the votes cast by the holders of the Company’s common stock present virtually or represented by proxy is required to elect each nominee. Election by a plurality means that the director nominee with the most votes for the available slot is elected for that slot. You may vote “FOR” each nominee or you may “WITHHOLD AUTHORITY” to vote for each nominee. Unless you “WITHHOLD AUTHORITY” to vote for a nominee, your proxy will be voted “FOR” the election of the individuals nominated as directors. A vote to “WITHHOLD AUTHORITY” will have no effect with respect to the election of directors. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal. The Board recommends that you vote “FOR” each of the director nominees.

  2. Board of Directors

    Board of Directors In accordance with our certificate of incorporation and bylaws, the number of directors on the Board is determined from time to time by vote of the Board. Our Board is currently comprised of nine members. In March 2024, after having served as a member of our Board for over a decade, Mr. Zimmerman informed the Board of his decision to complete his current term but not to stand for reelection. In recognition of his long service to our Board, his familiarity with our company and his participation in strategic planning and oversight, the Board has appointed Mr. Zimmerman as a Director Emeritus with the right, subject to law and other considerations, to attend Board and committee meetings in the future. At the recommendation of our Board, the Nominating and ESG Committee nominated John A. Catsimatidis Jr. to stand for election as a director on our Board in Mr. Zimmerman’s place. Additionally, in March 2024, our former Senior Vice President and Chief Financial Officer (“CFO”), Luis Reformina informed the Company of his decision to step down from his position with the Company. As part of this transition, the Board appointed Andrew Flynn to the role of Senior Vice President and CFO effective April 1, 2024.

  3. Current Director Biographies

    Current Director Biographies David E. Glazek. David E. Glazek was appointed Executive Chairman of the Board in January 2023. Mr. Glazek has served as a director of the Company since November 2012, as our Lead Independent Director from January 2018 until September 2019, and as our non-executive Chairman from September 2019 until his appointment as Executive Chairman. Mr. Glazek has over fifteen years of experience investing in distressed, special situations and private credit strategies, including as a Partner and Portfolio Manager of Standard General L.P., from 2008 to 2023, and an investment banker at Lazard Frères & Co. from 2000 to 2003 and from 2006 to 2008. He has also worked at the Blackstone Group. He currently serves as a Director of National CineMedia, Inc. (NASDAQ: NCMI), and as a Director of Workers Benefits Consortium, Inc. Throughout his career he has served on numerous public and private company boards of directors. Mr. Glazek is also an Adjunct Professor at Columbia Business School. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School. We believe Mr. Glazek is well-qualified to continue to serve as a director because of his significant finance, operations, legal, and public company director experience as well as his history of working with consumer facing companies in a variety of industries. Graham A. Purdy. Graham A. Purdy was appointed Chief Executive Officer in October of 2022. Prior to his appointment as CEO, Mr. Purdy served as Chief Operating Officer from 2019 until his appointment to Chief Executive Officer. Since joining the Company in 2004, Mr. Purdy has held various leadership positions, including President of the New Ventures Division and Senior Vice President Sales. During his tenure, Mr. Purdy oversaw two of the Company’s highly successful brand extensions, rolling out Zig-Zag Cigar Wraps and Stoker’s MST. In addition, he built a highly effective sales organization driven by an industry-leading performance management system, strategically positioned a number of highly successful new products, and led the integration of many of the Company’s most important strategic initiatives. Before joining the Company, Mr. Purdy spent seven years at Philip Morris, USA, where he served in senior sales and sales management positions. Mr. Purdy holds an A.B. from California State University, Chico. We believe Mr. Purdy is well-qualified to continue to serve as a director of the Company because of his nearly 20 years with the Company, primarily in leadership roles. In addition, as former Chief Operating Officer, Mr. Purdy provides valuable insight to the Board on our strategic direction. Mr. Purdy also has relevant industry experience, having previously held a position in sales at a large tobacco company, which provides the Board with additional valuable insight into the industry, in general, and the Company, in particular. Gregory H. A. Baxter. Gregory H. A. Baxter has served as a director of the Company since April 2006. In 2015, Mr. Baxter was elected as a director of Standard Diversified Inc. (“SDI”) and served as Executive Chairman of the Board and Interim Chief Executive Officer of SDI until 2020. Mr. Baxter has been an independent corporate finance consultant primarily for middle-market corporations and closely-held businesses since 2005. Previously, from 2003 to 2005, he was Managing Director and Head, Hedge Fund Sales and Marketing at Diaz & Altschul Capital Management, where his primary focus was bringing its investment products to prospective corporate and institutional clients. He was also a member of the Investment Committee. Immediately before joining Diaz & Altschul, he was Managing Director and Head of the Generalist/Cross-Border Mergers & Acquisitions team at SG Cowen Securities Corporation, the U.S. investment bank of French bank, Société Générale from 2000 to 2002. There, he re-established the cross-border effort and worked globally in industries such as food, retail, consumer products, transportation and oil and gas. He was also a member of the SG Cowen Fairness Opinion Review Committee. Before SG Cowen, he was at Rothschild Inc., the family-owned global investment bank, for almost six years, from 1994 to 2000, where he specialized in advising on industrial/engineering companies, including automotive, domestic and cross-border mergers, acquisitions and divestitures. He was also a founding member of SW Capital, an M&A boutique that specialized in middle-market transactions for Fortune 500 companies. Before that, he was a Vice President of Irving Trust Company’s Corporate Financial Counseling Department, providing M&A and other corporate finance advice to the bank’s clients. Mr. Baxter holds a Bachelor of Arts from the University of Victoria in Canada and a Master of Business Administration from the Ivey Business School in London, Canada. We believe Mr. Baxter is well-qualified to continue to serve as a director of the Company because of his significant experience as a financial consultant and his experience with corporate investments, mergers and acquisitions in a variety of industries. H. C. Charles Diao. H. C. Charles Diao has served as a director of the Company since November 2012. Mr. Diao is currently SVP Finance and Corporate Treasurer at Bally’s Corporation with responsibilities for global treasury operations, corporate finance and capital markets, tax, and risk management/insurance. Mr. Diao is also a member of the multidisciplinary executive leadership team overseeing cybersecurity and ransomware preparedness, along with other risk management initiatives, for Bally’s. From July 2021 until June 2023, Mr. Diao was Managing Director at Diao & Co. LLC (“Diao & Co.”), where he provided financial advisory services to corporate clients. Until July 2021, Mr. Diao served as Senior Vice President of Finance, Corporate Development and Corporate Treasurer of DXC Technology Company (“DXC”), a global IT solutions and managed service provider, which focuses on ensuring security and scalability across enterprise cloud systems. He previously served as Vice President and Corporate Treasurer of DXC’s predecessor, Computer Science Corp since 2012, with responsibility for and management of global treasury operations, corporate finance and capital markets, corporate development and M&A, pension plans and risk management/insurance. From 2008 to 2012, Mr. Diao was Managing Director and founder of Diao & Co., and the Chief Investment Officer of Diao Capital Management LLC, an affiliate that managed alternative investments on behalf of institutional family offices. Until 2008, Mr. Diao was a Senior Managing Director at Bear Stearns where he was the Group Head for Special Situations Credit, a partner within the firm’s TMT investment banking practice and a member of the firm’s Investment Banking Committee and IPO Committee. Mr. Diao currently serves on the board of directors of Griffon Corporation, and also on the board of directors of Synechron Holdings, Inc., including the role of Chairman of the Nomination, Governance, and ESG Committee at Synechron. Mr. Diao served as a member of the board of directors of Media General Inc. (NYSE: MEG), the successor via merger to New Young Broadcasting Holdings Inc., from 2012 until 2017. He was Chairman of its Nominating and Governance Committee and a member of its Audit and Finance Committees. He holds a B.S.E. from Princeton University and a Master of Business Administration from Harvard Business School. We believe Mr. Diao is well-qualified to continue to serve as a director of the Company because of his prior directorships and senior management experience, as well as his corporate leadership, financial and operational management experience.

  4. Current Director Biographies

    Ashley Davis Frushone. Ashley Davis Frushone has served as a director of the Company since September 2018 and has served as our Lead Independent Director since January 2023. Ms. Davis is a founding partner of West Front Strategies LLC, established in January 2015. West Front Strategies LLC is a government relations firm that services clients in the education, financial services, transportation, tax, technology, international trade, energy, homeland security, healthcare, arts, and philanthropy sectors. From 2003 to 2014, Ms. Davis was the Managing Principal at Blank Rome Government Relations, a subsidiary of Blank Rome LLP, a government relations business. Prior to Blank Rome, Ms. Davis worked at the White House as Special Assistant to the Director of Homeland Security and as Deputy Director of Management and Administration from 2001 to 2003. From 1999 to 2000, Ms. Davis served in various roles during the Bush/Cheney presidential campaign. From 1997 to 2000, Ms. Davis was a Senior Associate at Greenelee Partners, a government affairs firm. Ms. Davis holds a Bachelor of Arts from Westminster College, where she also serves on the Board of Trustees, and a Master of International Business from Esade Business School in Spain, the McDonough School of Business at Georgetown University, and Fundação Getulio Varga in Brazil. We believe Ms. Davis is well-qualified to continue to serve as a director of the Company because of her extensive experience in government relations work, both in and outside of the industry. Rohith Reddy. Rohith Reddy has served as a director of the Company since May 2023. Mr. Reddy has been Vice President and Managing Director On-Premise at Bacardi Limited/U.S.A., Inc. (“Bacardi”) since 2022. Bacardi is one of the largest privately held, family-owned spirits companies in the world with a portfolio of more than two hundred brands and labels. Prior to his current position, Mr. Reddy served in several marketing-related roles since joining Bacardi in 2011, including leadership roles on brands such as Bacardi rum, Grey Goose vodka, Patron tequila and Bombay Sapphire gin. Prior to his time at Bacardi, Mr. Reddy held the role of Senior Vice President, Group Account Director at Cavalry, an integrated advertising agency based in Chicago, working on brands such as MillerCoors. He also spent four years in Brand Management at Pabst Brewing Company from 2006 to 2011, where he oversaw the resurgence of several iconic beer brands. Prior to that, he served as Account Supervisor at both Energy BBDO and Leo Burnett. While at Leo Burnett, Mr. Reddy worked on brands such as Kraft and Marlboro. Mr. Reddy received a Bachelor of Science in microbiology from the University of Michigan and a Master of Business Administration in international business strategy from the University of Manchester. We believe Mr. Reddy is well-qualified to serve as a director of the Company because of his extensive experience in marketing and brand management of goods focused on adult consumers which will provide the Board with additional experience and insight from an adjacent industry. Stephen Usher. Mr. Usher has served as a director of the Company since March 2021. Mr. Usher is a Managing Director at BC Partners Credit Investment team. Mr. Usher previously held the position of Managing Director and Head of Distribution at Lafayette Square overseeing the business development activities across all the firm’s investment products. Prior to joining Lafayette, Mr. Usher was a partner at Standard General, an investment firm that manages event driven opportunity funds. He was formerly a Founding Partner of Serengeti Asset Management. Mr. Usher worked at Goldman Sachs (“Goldman”) from 1996 to 2005, during which time he built out Goldman’s European bank loan sales and sourcing effort in London and worked for Goldman’s distressed bank loan and bond sales and trading group in New York. He began his career at Citibank’s leveraged loan sales group. Mr. Usher currently serves on the board of directors of Mount Logan Capital (MLC.NE). He has served on several not-for-profit boards and is currently a member of the board of directors of The Harlem School of the Arts and is an advisor to the Investment Committee for the California Endowment. He holds a Bachelor of Arts from Wesleyan University in Middletown, CT, where he is currently a member of the President’s Council. We believe Mr. Usher is well-qualified to continue to serve as director of the Company because of his extensive experience in business development, which will help the Company with strategic decisions and decision-making. Lawrence S. Wexler. Mr. Wexler previously served as our President and CEO from June 2009 until his retirement in January 2022, and as President and Chief Operating Officer of North Atlantic Trading Company, Inc. (“NATC”), our primary operating subsidiary, since June 2006. Before June 2006, Mr. Wexler had been the Chief Operating Officer of NATC since June 2005, and before that, the President and Chief Operating Officer of one of our other subsidiaries beginning December 2003. Mr. Wexler was a consultant to a number of emerging marketing, communication and financial companies, advising them on financial, marketing and strategic matters, at times in an operating role from 1998 to 2003. From 1977 to 1998, he was employed by Philip Morris, USA in various positions in the Sales, Marketing and Finance Departments. As Group Director, Discount Brands, his group introduced the Basic and Alpine brands. He served as Senior Vice President of Marketing from 1992 to 1993 and Senior Vice President Finance, Planning and Information Services from 1993 until his departure in 1998. Mr. Wexler also serves as a strategic advisor to The Velour Group LLC, a Michigan-based boutique private equity firm engaged in the hands-on incubation of startups, including consumer goods, nutraceuticals, and cannabis. He is also on the advisory board of EDM Snacking, a consumer products company focused on rolled tortilla chips. Mr. Wexler remains on the board of the Tobacco Merchants’ Association as Director Emeritus. Mr. Wexler holds a Bachelor of Science in administrative science from Yale University and a Master of Business Administration from Stanford University. We believe Mr. Wexler is well-qualified to continue to serve as a director of the Company because of his many years of experience at our Company and his prior leadership positions at other companies, both within and outside of our industry. In addition, as former Chief Executive Officer, Mr. Wexler provides valuable insight to the Board on our strategic direction.

  5. Director Nominee Biography

    Director Nominee Biography John A. Catsimatidis Jr. John A. Catsimatidis Jr. has served as President and Chief Operating Officer of Red Apple Group since 2024. Prior to becoming President and Chief Operating Officer, Mr. Catsimatidis held several roles within Red Apple Group since 2011, including most recently serving as Executive Vice President and Chief Investment Officer. Red Apple Group is one of North America’s largest privately held companies that owns and operates assets in the consumer, energy, real estate, logistics, finance, insurance and media industries. In addition to his leadership role in the operations of portfolio companies, Mr. Catsimatidis leads the in-house investment team that invests in both the private and public markets. The Red Apple investment team is responsible for the identification, sourcing, research, due diligence, and execution of all new investments for Red Apple Group and its portfolio companies. Mr. Catsimatidis has lectured on investing in public and private markets and topics including capital allocation, mergers and acquisitions, corporate governance, and long-term shareholder value creation. He is a graduate of the New York University Stern School of Business, where he received a B.S. for his concentrations in finance and management. Mr. Catsimatidis is involved in all philanthropic activities of the Catsimatidis Family Foundation. We believe Mr. Catsimatidis is well-qualified to serve as a director of the Company because of his extensive experience in forging strategies in both public and private companies. In addition, he has been involved in day-to-day management of Red Apple Group where he has gained experience working with various departments, including banking/treasury, human resources, legal, security, cybersecurity and finance, all of which will provide the Board with valuable perspectives on the consumer packaged goods category and the Company’s strategic planning. Red Apple Group owns and operates nearly 400 convenience stores in the Northeastern United States and is a long-time retailer of the Company’s core products, which provides Mr. Catsimatidis with unique consumer-level domain expertise valuable to the Company.

  6. Nominating and ESG Committee

    | • | reviewing and recommending to the Board for approval any changes in the compensation of directors; |

  7. Compensation of Directors

    Compensation of Directors As described more fully below, the following table summarizes the total compensation earned for fiscal year 2023 for each of the non-employee directors. During 2023, our non-employee directors received an annual cash retainer of $80,000 and restricted stock units (“RSUs”) with an award value of $70,012 which vest one year from the grant date, for each director serving on the Board, with the exception of those serving on the Audit Committee. Audit Committee members received a $90,000 annual cash retainer ($112,500 for the Audit Committee Chair) and RSUs with an award value of $60,020 ($37,510 for the Audit Committee Chair) which vest one year from the grant date. Upon appointment as Lead Independent Director, Ms. Davis began receiving an annual cash retainer of $25,000 in addition to the $90,000 annual cash retainer she receives as a member of the Audit Committee. No meeting fees are paid separately. Mr. Glazek and Mr. Purdy do not receive separate compensation for their service on the Board, and their compensation for 2023 is reported in the Summary Compensation Table. In March 2024, the Board adopted the Nominating Committee recommendation to change the non-employee director compensation annual cash retainer to be $80,000 and RSUs to an award value of $80,000 which vest one year from the grant date, for each director serving on the Board. Additionally, Audit Committee members would receive an additional annual cash retainer of $10,000, with the Audit Committee Chair receiving an additional cash retainer of $20,000; Nominating Committee members would receive an additional annual cash retainer of $5,000, with the Nominating Committee Chair receiving an additional cash retainer of $10,000; Compensation Committee members would receive an additional annual cash retainer of $5,000, with the Compensation Committee Chair receiving an additional cash retainer of $10,000. The following table summarizes information about director compensation for the year ended December 31, 2023.

  8. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Fees earned or paid in RSUs ($) | Total ($) | | Gregory H. A. Baxter(1) | 80,000 | 70,012 | 150,012 | | H. C. Charles Diao(2) | 112,500 | 37,510 | 150,010 | | Ashley D. Frushone(3) | 115,000 | 60,020 | 175,020 | | Assia Grazioli-Venier(4) | 30,000 | — | 30,000 | | Rohith Reddy(5) | 53,333 | 70,012 | 123,345 | | Stephen Usher(6) | 80,000 | 70,012 | 150,012 | | Lawrence Wexler(7) | 130,000 | 70,012 | 200,012 | | Arnold Zimmerman(8) | 90,000 | 60,020 | 150,020 |

  9. Compensation of Directors

    | (1) Mr. Baxter received $80,000 cash and 3,216 RSUs valued at $70,012, composed of Board member fees. |

  10. Compensation of Directors

    | (2) Mr. Diao received $112,500 cash and 1,723 RSUs valued at $37,510, composed of Board member fees and Audit Committee chair fees. |

  11. Compensation of Directors

    | (3) Ms. Davis received $115,000 cash and 2,757 RSUs valued at $60,020, composed of Board member fees, Audit Committee fees and Lead Independent Director fees. |

  12. Compensation of Directors

    | (4) Ms. Venier received $30,000 cash composed of Board member fees and Audit Committee fees. Ms. Venier did not stand for re-election to the Board in May 2023. |

  13. Compensation of Directors

    | (5) Mr. Reddy received $53,333 cash and 3,216 RSUs valued at $70,012, composed of Board member fees. |

  14. Compensation of Directors

    | (6) Mr. Usher received $80,000 cash and 3,216 RSUs valued at $70,012, composed of Board member fees. |

  15. Compensation of Directors

    | (7) Mr. Wexler received $130,000 cash and 3,216 RSUs valued at $70,012, composed of Board member fees and CEO to Board transition fees. |

  16. Compensation of Directors

    | (8) Mr. Zimmerman received $90,000 cash and 2,757 RSUs valued at $60,020, composed of Board member fees and Audit Committee fees. |

  17. Elements of Executive Compensation

    Annual Cash Bonus The purpose of providing an annual cash bonus opportunity is to motivate executive officers to achieve short-term strategic and financial goals and to incentivize individual behavior that is aligned with near-term operations. Our executive compensation program is designed to reward business success and each executive officer’s contribution to our operating and financial performance. In measuring an executive’s contribution to us, our Board considers our growth and various financial metrics. We also consider an executive’s performance in managing us in light of general economic conditions, as well as specific company, industry and competitive conditions. Our executive officers are eligible to earn an incentive bonus payment under our Management Bonus Program based on the Board’s assessment of our financial performance and individual performance. The incentive bonus compensation paid to the named executive officers in 2024 based on 2023 results was based upon final financial performance as assessed by the Board based upon our audited 2023 financial statements and such officer’s individual performance in 2023. The Compensation Committee established a target annual bonus opportunity for each executive officer, which is based on a specified percentage of such executive officer’s base salary. Each named executive officer’s target annual bonus for 2023 and actual bonus earned in respect of 2023 results is set forth in the table below:

  18. Elements of Executive Compensation

    | Executive Name | 2023 Target Annual Bonus (% of Base Salary) | 2023 Annual Bonus Paid | | Graham A. Purdy | 100% | $750,000 | | Luis Reformina | 50% | $92,619 | | Brittani N. Cushman | 50% | $180,353 | | David E. Glazek | N/A | N/A |

  19. Elements of Executive Compensation

    The Compensation Committee has not established a target annual bonus opportunity for Mr. Glazek. Mr. Reformina will receive $92,619, which represents a portion of his 2023 bonus award as a severance payout as part of his separation from the Company in March 2024. Long-Term Equity-Based Compensation The purpose of providing long-term equity-based compensation is to ensure complete alignment between our executive officers and our stockholders, which is achieved by virtue of the fact that the value ultimately realized by the executive officers from payouts under equity-based compensation programs is directly tied to our stock price when such amount is paid. In April 2015, we adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan authorizes the Compensation Committee to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining directors, employees and certain consultants and providing our directors, employees and such consultants incentives and rewards for superior performance. At the Annual Meeting held in 2021, the Company’s stockholders approved a 2021 Equity Incentive Plan (the “2021 Plan”), and no awards will be made under the 2015 Plan going forward. Historically, executive officers have received long-term equity-based compensation in the form of stock options, time-based restricted stock units and performance-based restricted stock units (“PRSUs”). Stock options have generally vested over a three-year period subject to the executive’s employment with the Company on the applicable vesting date. PRSUs have typically been granted subject to vesting at the end of a five-year performance period, based on the level of achievement of ROIC goals established at the beginning of the applicable performance period. PRSUs offer the named executive officers a financial interest in the Company and serve to retain the named executive officers as the awards vest upon satisfaction of a specific performance measure at a pre-determined time. In determining the grant date value of awards, the Compensation Committee determines a target grant date value for each executive officer, which generally represents a percentage of the executive officer’s base salary. In March 2022, the Compensation Committee considered and adopted a new design feature for 2022 equity-based awards. Specifically, 2022 awards were made in the form of stock options, time-based RSUs and PRSUs. The time-based stock options vest over three years while the time-based RSUs will vest over five years beginning in year three. Both are subject to continued employment through the applicable vesting date. The PRSUs will vest based on achievement of cumulative adjusted EBITDA growth targets measured over a five-year period beginning in year three. In May 2023, the Compensation Committee considered and adopted a new design feature for 2023 equity-based awards. Specifically, 2023 awards were made in the form of time-based RSUs and PRSUs. The time-based RSUs will vest over three years. RSUs are subject to continued employment through the applicable vesting date. The PRSUs will vest based on achievement of cumulative adjusted EBITDA growth targets measured over a three-year period. During 2023, we granted the following stock options, RSUs and PRSUs to our named executive officers:

  20. Elements of Executive Compensation

    | Executive Name | Number of PRSUs | Grant Date Value of PRSUs | Number of Stock Options | Grant Date Value of Stock Options | Number of RSUs | Grant Date Value of RSUs | | Graham A. Purdy | 40,449 | $899,990 | — | — | 26,966 | $599,994 | | Luis Reformina | 7,992 | $177,822 | — | — | 5,328 | $118,548 | | Brittani N. Cushman | 9,727 | $216,426 | — | — | 6,485 | $144,291 | | David E. Glazek | 26,292 | $584,997 | 77,519 | $499,998 | 40,000 | $890,000 |

  21. Elements of Executive Compensation

    Pursuant to the terms of his Executive Chairman Agreement, Mr. Glazek does not receive an annual base salary and he does not have a target annual bonus opportunity. In lieu of receiving an annual base salary for 2023, Mr. Glazek received an equity-based award having an award value of $1,000,000, consisting of 50% RSUs and 50% stock options, subject to quarterly vesting. Other Benefits and Executive Compensation Policies Welfare Benefits We provide the named executive officers with health, dental and vision insurance plans, term life and disability insurance. Senior executives may generally elect to participate in these plans on the same basis and terms as all employees. 401(k) Matching Contributions We provide a company match to the 401(k) defined contribution plan to all eligible employees. For the 2023 and 2022 401(k) plan years, we contributed 4% of the participant’s annual base salary to those eligible salaried employees contributing 4% or greater of their salary. For those eligible salaried employees contributing less than 4% of annual base salary, we matched the contribution by 100%. In each of 2023 and 2022, we also made a discretionary contribution equal to 1% of the participant’s annual base salary to those eligible salaried employees. Restoration Plan We adopted a Restoration Plan in 2013 (the “Restoration Plan”) to give parity in benefits to executives with those benefits offered to employees generally via our 401(k) defined contribution plan. The Restoration Plan credits bookkeeping liability accounts for selected executives each year in amounts equal to amounts those executives would otherwise have been credited under the 401(k) plan. The Code allowed only up to $330,000 (in 2023; indexed each year) in total compensation to be considered in allocating contributions to a tax-qualified plan, so credits will be made to the non-qualified Restoration Plan for selected executives on compensation paid above that level, at the same percentage rate as applies to employees generally on pay below that level through the 401(k) plan. Amounts credited to the Restoration Plan grow based on the S&P 500 equity index returns each year. Benefits accrued under the Restoration Plan are not set aside in a trust account and cannot be paid to the covered executive officer until the seventh month after termination of employment, at which time benefits are forfeited if the termination is deemed for “cause.” Notwithstanding the foregoing restriction on acceleration of payment, we may elect, in our sole discretion and without the covered executive’s consent, to pay the balance of an executive’s benefits to the executive in a lump sum at any time so long as the payment results in the termination and liquidation of the executive’s entire account under the Restoration Plan and the payment does not exceed applicable dollar amounts under Code Section 402(g)(1)(B). Each of the named executive officers participates in the Restoration Plan. The Company determined to suspend the Restoration Plan at the end of 2023 and has adopted a Non-Qualified Deferred Compensation Plan which became effective during 2024. Personal Benefits From time to time, we provide personal benefits to our named executive officers to the extent such benefits are appropriate and aligned with our business objectives. The Company does not provide excessive perquisites or personal benefits to the named executive officers in respect of 2023. Tax and Accounting Considerations The Committee considers the tax and accounting effects of compensation elements when designing the Company’s incentive and equity compensation plans. In order to maintain flexibility in compensating executive officers, however, the Committee has not adopted a policy that all compensation must be deductible for federal income tax purposes. Clawback Policy Effective October 30, 2023, the Company adopted a clawback policy to align with listing rules adopted by NYSE as required by the SEC. The policy applies to all executive officers (as defined under the applicable rules) and requires the Company to seek to recoup certain incentive-based compensation, whether cash- or equity-based, from current or former officers and in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws.

  22. Determining Executive Compensation

    Determining Executive Compensation Role of the Compensation Committee The Compensation Committee is responsible for overseeing the compensation of our named executive officers. In doing so, the Compensation Committee takes into consideration a number of factors, including (i) company financial performance, (ii) stock price, (iii) general market trends, and (iv) individual performance. The Compensation Committee generally approves performance goals or other objectives for the Chief Executive Officer and other executive officers at the beginning of each calendar year. Role of Compensation Consultants and Benchmarking Since 2023, the Compensation Committee utilizes the services of an independent compensation consultant. The Compensation Committee works with its independent compensation consultant to create formal benchmarking against peers in determining executive compensation. Additionally, the Compensation Committee reviews and considers the practices of other publicly-traded companies for which we compete for talent. Role of Other Named Executive Officers The Compensation Committee takes into consideration recommendations from management regarding performance goals and also takes into account the recommendations of the Chief Executive Officer relating to the performance of his direct reports. However, no executive officer participates in the deliberation of his or her own compensation.

  23. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Graham A. Purdy President & Chief Executive Officer | 2023 | 735,577 | — | 1,499,984 | 750,000 | 9,061 | 2,994,622 | | | 2022 | 555,412 | 122,760 | 152,300 | 460,178 | 12,615 | 1,303,265 | | | 2021 | 455,000 | 123,930 | 336,375 | 325,000 | 16,420 | 1,256,725 | | Luis Reformina Former Senior Vice President & Chief Financial Officer | 2023 | 369,001 | — | 296,370 | 92,619 | 16,652 | 774,642 | | | 2022 | 365,000 | 40,920 | 121,840 | 175,100 | 16,839 | 719,699 | | | 2021 | 352,885 | 218,685 | 258,750 | 135,000 | 14,300 | 979,620 | | Brittani N. Cushman Senior Vice President & Chief Financial Officer | 2023 | 350,941 | — | 360,717 | 180,353 | 15,129 | 907,140 | | | 2022 | 348,146 | 81,840 | 152,300 | 182,500 | 12,638 | 777,424 | | | 2021 | 340,010 | 96,390 | 310,500 | 170,000 | 14,069 | 930,969 | | David E. Glazek Executive Chairman | 2023 | — | 499,998 | 1,474,997 | — | — | 1,974,995 |

  25. Summary Compensation Table

    | (1) Option Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2023 in our Annual Report on Form 10-K. |

  26. Summary Compensation Table

    | (2) Stock Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2023 in our Annual Report on Form 10-K. |

  27. Summary Compensation Table

    | (3) Performance bonuses in respect of a given year were generally determined in February of the following year and paid shortly thereafter. The amounts reflected include the amounts earned for the given year, regardless of when paid. |

  28. Summary Compensation Table

    | (4) For 2023, Messrs. Purdy and Reformina received a contribution to the Restoration Plan of $5,761 and $1,952, respectively, while Ms. Cushman received $2,131. For the same period, Messrs. Purdy and Reformina each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $3,300 and $14,700, respectively, while Ms. Cushman received $12,998. For 2022, Messrs. Purdy and Reformina received a contribution to the Restoration Plan of $7,257 and $2,389, respectively, while Ms. Cushman received $2,903. For the same period, Messrs. Purdy and Reformina each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $5,358 and $14,450, respectively, while Ms. Cushman received $9,165. For the same period, Ms. Cushman received a parking allowance of $570. For 2021, Mr. Purdy received a contribution to the Restoration Plan of $2,120. For the same period, Messrs. Reformina and Purdy each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,300, while Ms. Cushman received $14,069. |

  29. Summary Compensation Table

    Employment Agreements We are party to employment agreements with each of our current executive officers. The material terms of each executive officer’s employment agreement are described below. Employment Agreement with Graham A. Purdy In connection with his appointment as Chief Executive Officer and President, the Company and Mr. Purdy expect to enter into a new employment agreement generally consistent with the terms of his existing employment agreement, providing for an initial term of one-year commencing on October 17, 2022, subject to automatic one-year renewals unless either party gives at least 60 days’ notice of non-renewal. Mr. Purdy’s annual base salary will be $750,000 and his target annual bonus opportunity will be equal to 100% of base salary. Mr. Purdy will have a target annual long-term incentive opportunity of not less than $500,000, commencing with the annual equity grant to be made in calendar year 2023. In the event that Mr. Purdy’s employment is terminated by the Company without “cause” or Mr. Purdy resigns for “good reason” (each as defined in the employment agreement), other than during the one-year period immediately following a “change of control” (as defined in the employment agreement), Mr. Purdy would be entitled to severance payments comprised of the following: (1) accrued compensation and benefits; (2) continuation of his then-current base salary for 12 months, to be paid in accordance with the Company’s normal payroll practices; (3) a cash severance bonus equal to the average annual cash bonus received by Mr. Purdy for the 24-month period prior to the termination date; and (4) a lump sum payment equal to the cost of COBRA continuation coverage for Mr. Purdy and his eligible dependents for 12 months. In the event that Mr. Purdy’s employment is terminated by the Company without “cause” or Mr. Purdy resigns for “good reason” during the one-year period immediately following a “change of control”, Mr. Purdy would be entitled to severance payments comprised of the following (in lieu of any other severance payments under the employment agreement): (1) the accrued compensation and benefits; (2) continuation of his then-current base salary for 24 months, to be paid in accordance with the Company’s normal payroll practices; (3) a cash severance bonus equal to two-times the average annual cash bonus received by Mr. Purdy for the 24-month period prior to the termination date; and (4) a lump sum payment equal to the cost of COBRA continuation coverage for Mr. Purdy and his eligible dependents for 12 months. The foregoing severance payments and benefits are subject to Mr. Purdy executing an effective release of claims against the Company. Pursuant to the employment agreement, Mr. Purdy will be subject to certain restrictive covenants, including non-competition, non-solicitation, and non-hire restrictions during the employment term and for two years post-termination. Employment Agreements with Luis Reformina & Brittani N. Cushman Mr. Reformina’s employment agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to his employment agreement, Mr. Reformina is entitled to receive an annual base salary of $365,000, subject to adjustment by the Board. Mr. Reformina is eligible to receive an annual cash bonus equal to 50% of annual base salary. Ms. Cushman’s employment agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to her employment agreement, Ms. Cushman is entitled to receive an annual base salary of $340,000, subject to adjustment by the Board. Ms. Cushman is eligible to receive an annual cash bonus equal to 50% of annual base salary. Upon a termination of employment by us without “cause” or by the applicable executive for “good reason” (each as defined in the applicable executive’s Employment Agreement), each of Mr. Reformina and Ms. Cushman would be entitled to severance payments comprised of the following: (1) accrued compensation and benefits; (2) continuation of then-current base salary for 12 months, to be paid in accordance with our normal payroll practices; (3) a cash severance bonus equal to the average annual cash bonus received by the applicable executive for the 24-month period before the termination date; and (4) a lump sum payment equal to the cost of COBRA continuation coverage for the executive and his/her eligible dependents for 12 months. In the event of a termination of employment by us without cause or by the applicable executive for good reason within one year following a “change of control” (as such term is defined in the applicable executive’s Employment Agreement), or within 12 months of the effective date of his Employment Agreement, each of Mr. Reformina and Ms. Cushman would be entitled to severance payments comprised of the following (in lieu of any other severance payments under the 2016 Employment Agreements): (1) the accrued compensation and benefits; (2) continuation of then-current base salary for 24 months, to be paid in accordance with our normal payroll practices; (3) a cash severance bonus equal to two-times the average annual cash bonus received by the applicable executive for the 24-month period before the termination date; and (4) a lump-sum payment equal to the cost of COBRA continuation coverage for the executive and his/her eligible dependents for 12 months. In general, the foregoing severance payments and other benefits are subject to the applicable executive executing and delivering a release of claims to us. Pursuant to their respective Employment Agreements, each of Mr. Reformina and Ms. Cushman are subject to certain restrictive covenants, including non-competition and non-solicitation restrictions during the employment term, and for a post-termination period equal to the number of months the executive is entitled to receive salary continuation pursuant to the severance provisions described above. In addition, if any payment made to Messrs. Purdy, Reformina or Ms. Cushman would be subject to the excise tax under Section 4999 of the Internal Revenue Code, then the amounts payable to the applicable executive will be reduced to the maximum amount that does not trigger the excise tax, unless the executive would be better off (on an after-tax basis) receiving all such payments and benefits and paying all applicable income and excise taxes. Employment Agreement with Mr. Glazek In January 2023, Mr. Glazek was appointed Executive Chairman of the Board. In connection with his appointment as Executive Chairman, the Company entered into a letter agreement with Mr. Glazek, which letter agreement was in effect as of December 31, 2023 (the “2023 Chairman Letter”). The 2023 Chairman Letter provides that for each year during the term, Mr. Glazek will receive an annual equity grant under the Company’s 2021 Plan having a grant date value of $1,000,000, to be granted in the form of stock options and restricted stock units. In the event that the Board removes Mr. Glazek from the role of Executive Chairman without cause, or there is otherwise a material change to his duties and responsibilities as Executive Chairman or a material breach by the Company of his agreement, then he will receive accelerated vesting of any previously granted equity awards (or, if such grant has not yet occurred, a cash payment in respect thereof).

  30. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  31. Grants of Plan-Based Awards Table

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts under Equity Incentive Plan (2) | | | All Other Option Awards: Number of Stock or Units (#)(2) | Grant Date Fair Value of Shares Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Graham A. Purdy | N/A | — | $750,000 | — | — | — | — | — | — | | | 5/5/2023 | — | — | — | — | 40,449 | — | — | $899,990 | | | 5/5/2023 | — | — | — | — | 26,966 | — | — | $599,994 | | Luis Reformina | N/A | — | $— | — | — | — | — | — | — | | | 5/5/2023 | — | — | — | — | 7,992 | — | — | $177,822 | | | 5/5/2023 | — | — | — | — | 5,328 | — | — | $118,548 | | Brittani N. Cushman | N/A | — | $180,353 | — | — | — | — | — | — | | | 5/5/2023 | — | — | — | — | 9,727 | — | — | $216,426 | | | 5/5/2023 | — | — | — | — | 6,485 | — | — | $144,291 | | David E. Glazek | N/A | — | — | — | — | — | — | — | — | | | 5/5/2023 | — | — | — | — | 26,292 | — | — | $584,997 | | | 5/5/2023 | — | — | — | — | 40,000 | — | — | $890,000 | | | 5/12/2023 | — | — | — | — | — | — | 77,519 | $499,998 |

  32. Grants of Plan-Based Awards Table

    | (1) Represents annual bonus opportunities at target level achievement. There is no threshold or maximum annual bonus opportunity. The amounts actually paid for the 2023 fiscal year are included in the 2023 column of the summary compensation table. |

  33. Grants of Plan-Based Awards Table

    | (2) Stock Awards and Option Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2023 in our Annual Report on Form 10-K. |

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information concerning equity awards held by each of the named executive officers as of December 31, 2023.

  35. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Graham A. Purdy | 8/8/2014(1) | 5,216 | — | 3.83 | 8/8/2024 | — | — | | | 5/17/2017(2)(7) | 5,000 | — | 15.41 | 5/17/2027 | — | — | | | 3/7/2018(2)(8) | 8,900 | — | 21.21 | 3/7/2028 | — | — | | | 3/20/2019(2)(10) | 5,500 | — | 47.58 | 3/20/2029 | — | — | | | 3/20/2019(4) | — | — | — | — | 9,500 | 452,010 | | | 3/18/2020(2)(11) | 11,000 | — | 14.85 | 3/18/2030 | — | — | | | 3/18/2020(4) | — | — | — | — | 6,500 | 96,525 | | | 2/18/2021(2)(12) | 6,030 | 2,970 | 51.75 | 2/18/2031 | — | — | | | 2/18/2021(4) | — | — | — | — | 6,500 | 336,375 | | | 3/14/2022(3)(13) | 4,080 | 7,920 | 30.46 | 3/14/2032 | — | — | | | 3/14/2022(5) | — | — | — | — | 2,500 | 76,150 | | | 3/14/2022(6) | — | — | — | — | 2,500 | 76,150 | | | 5/5/2023(14) | — | — | — | — | 40,449 | 899,990 | | | 5/5/2023(15) | — | — | — | — | 26,966 | 599,994 | | Luis Reformina | 10/24/2019(2)(9) | 25,000 | — | 20.89 | 10/24/2029 | — | — | | | 3/18/2020(2)(11) | 4,000 | — | 14.85 | 3/18/2030 | — | — | | | 3/18/2020(4) | — | — | — | — | 4,000 | 59,400 | | | 2/18/2021(2)(12) | 3,015 | 1,485 | 51.75 | 2/18/2031 | — | — | | | 2/18/2021(4) | — | — | — | — | 5,000 | 258,750 | | | 5/3/2021(2)(12) | 8,040 | 3,960 | 47.76 | 5/3/2031 | — | — | | | 3/14/2022(3)(13) | 1,360 | 2,640 | 30.46 | 3/14/2032 | — | — | | | 3/14/2022(5) | — | — | — | — | 2,000 | 60,920 | | | 3/14/2022(6) | — | — | — | — | 2,000 | 60,920 | | | 5/5/2023(14) | — | — | — | — | 7,992 | 177,822 | | | 5/5/2023(15) | — | — | — | — | 5,328 | 118,548 | | Brittani N. Cushman | 2/10/2017(2)(7) | 20,000 | — | 13.00 | 2/10/2027 | — | — | | | 5/17/2017(2)(7) | 3,250 | — | 15.41 | 5/17/2027 | — | — | | | 3/7/2018(2)(8) | 4,500 | — | 21.21 | 3/7/2028 | — | — | | | 3/20/2019(2)(10) | 4,800 | — | 47.58 | 3/20/2029 | — | — | | | 3/20/2019(4) | — | — | — | — | 6,000 | 285,480 | | | 3/18/2020(2)(11) | 6,000 | — | 14.85 | 3/18/2030 | — | — | | | 3/18/2020(4) | — | — | — | — | 10,000 | 148,500 | | | 2/18/2021(2)(12) | 4,690 | 2,310 | 51.75 | 2/18/2031 | — | — | | | 2/18/2021(4) | — | — | — | — | 6,000 | 310,500 | | | 3/14/2022(3)(13) | 2,720 | 5,280 | 30.46 | 3/14/2032 | — | — | | | 3/14/2022(5) | — | — | — | — | 2,500 | 76,150 | | | 3/14/2022(6) | — | — | — | — | 2,500 | 76,150 | | | 5/5/2023(14) | — | — | — | — | 9,727 | 216,426 | | | 5/5/2023(15) | — | — | — | — | 6,485 | 144,291 | | David E. Glazek | 5/5/2023(14) | — | — | — | — | 26,292 | 584,997 | | | 5/5/2023(15) | — | — | — | — | 17,528 | 389,998 | | | 5/12/2023(3)(16) | 58,139 | 19,380 | 20.71 | 5/12/2033 | — | — |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (1) Options to purchase shares of our stock granted pursuant to the 2006 Plan. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (2) Options to purchase shares of our stock granted pursuant to the 2015 Plan. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (3) Options to purchase shares of our stock granted pursuant to the 2021 Plan. |

  39. Outstanding Equity Awards at Fiscal Year-End

    | (4) Performance-based restricted stock units granted under our 2015 Plan. Performance-based restricted stock units vest five years from the grant date upon the Company’s achievement of certain levels of return on invested capital. |

  40. Outstanding Equity Awards at Fiscal Year-End

    | (5) Performance-based restricted stock units granted under our 2021 Plan. Performance-based restricted stock units vest over a five-year period beginning in year three from the grant date upon the Company’s achievement of certain levels of cumulative adjusted EBITDA growth. |

  41. Outstanding Equity Awards at Fiscal Year-End

    | (6) Restricted stock units granted under our 2021 Plan. Restricted stock units vest over five years beginning in year three from the grant date. |

  42. Outstanding Equity Awards at Fiscal Year-End

    | (7) Options to purchase shares of our stock vest 34% on January 1, 2018, 33% on January 1, 2019 and 33% on January 1, 2020. |

  43. Outstanding Equity Awards at Fiscal Year-End

    | (8) Options to purchase shares of our stock vest 34% on January 1, 2019, 33% on January 1, 2020 and 33% on January 1, 2021. |

  44. Outstanding Equity Awards at Fiscal Year-End

    | (9) Options to purchase shares of our stock granted pursuant to his 2018 Employment Agreement. 34% vested at grant and 33% vest on each of January 1, 2019 and 2020. |

  45. Outstanding Equity Awards at Fiscal Year-End

    | (10) Options to purchase shares of our stock vest 34% on January 1, 2020, 33% on January 1, 2021 and 33% on January 1, 2022. |

  46. Outstanding Equity Awards at Fiscal Year-End

    | (11) Options to purchase shares of our stock vest 34% on January 1, 2021, 33% on January 1, 2022 and 33% on January 1, 2023. |

  47. Outstanding Equity Awards at Fiscal Year-End

    | (12) Options to purchase shares of our stock vest 34% on January 1, 2022, 33% on January 1, 2023 and 33% on January 1, 2024. |

  48. Outstanding Equity Awards at Fiscal Year-End

    | (13) Options to purchase shares of our stock vest 34% on January 1, 2023, 33% on January 1, 2024 and 33% on January 1, 2025. |

  49. Outstanding Equity Awards at Fiscal Year-End

    | (14) Performance-based restricted stock units granted under our 2021 Plan. Performance-based restricted stock units vest 20% on the first, 20% on the second, and 60% on the third anniversaries from the grant date upon the Company’s achievement of certain levels of cumulative adjusted EBITDA growth. |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (15) Restricted stock units granted under our 2021 Plan. Restricted stock units vest over three years. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (16) Options to purchase shares of our stock vest at 25% of the underlying shares on the last day of each calendar quarter of the 2023 calendar year. |

  52. Stock Vested/Options Exercised Table

    Stock Vested/Options Exercised Table The following table sets forth information concerning awards that vested for the NEOs during the fiscal year ended December 31, 2023.

  53. Stock Vested/Options Exercised Table

    | Name | Number of Stock Units Acquired on Vesting (#) | Value Realized on Vesting | | Graham A. Purdy | 10,000 | $227,100 | | Luis Reformina | — | — | | Brittani N. Cushman | 4,167 | $94,610 | | David E. Glazek | 16,854 | $387,193 |

  54. 2023 Potential Payments Upon Termination or Change in Control Table

    2023 Potential Payments Upon Termination or Change in Control Table As described above under the section entitled “Employment Agreements”, each of our current executive officers is party to an employment agreement that provides for severance benefits in the event of a termination by us “without cause” or by the executive for “good reason.” The terms of our outstanding equity-based awards generally provide that in the event that an executive’s employment is terminated prior to the applicable vesting date of an award, such award will be forfeited, except in connection with certain termination events. The terms of the PRSU award agreements generally provide that in the event that an executive dies or becomes disabled prior to the “measurement date”, the executive will remain eligible to vest in his PRSUs based on actual performance measured at the end of the performance period. Our 2015 and 2021 equity compensation plans generally provide that in the event of a “change of control,” outstanding equity awards will not be accelerated if the acquiror provides for a “replacement award” in connection with such change of control, as determined in accordance with the provisions of the equity plan. If no replacement award is provided, then outstanding equity awards will become immediately vested, with any performance goals being deemed to be achieved at target level. The table below sets forth the amount of severance or other compensation that would have become payable to each of 2023 named executive officers had his employment been terminated as of December 31, 2023 or in the event a change of control had occurred on December 31, 2023.

  55. 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 and certain financial performance of the Company.

  56. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Summary Compensation Table Total for PEO 3(1) | Compensation Actually Paid to PEO 1(2) | Compensation Actually Paid to PEO 2(2) | Compensation Actually Paid to PEO 3(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (7) | Adjusted EBITDA (millions) (8) | | | | | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | 2023 | N/A | N/A | $2,994,622 | N/A | N/A | $3,422,628 | $1,218,926 | $1,630,288 | $122 | $119 | $38,462 | $95,229 | | 2022 | $622,624 | $3,343,124 | $1,303,265 | ($1,461,685) | $3,305,869 | $397,219 | $825,334 | $357,128 | $57 | $87 | $11,641 | $97,598 | | 2021 | $2,216,881 | N/A | N/A | $1,174,780 | N/A | N/A | $938,847 | $901,977 | $85 | $126 | $52,059 | $108,075 | | 2020 | $2,226,187 | N/A | N/A | $4,813,876 | N/A | N/A | $1,155,913 | $2,188,188 | $156 | $230 | $38,192 | $90,236 |

  57. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for our principal executive officer(s) (PEOs) serving during the applicable fiscal year. During 2020 and 2021, our only principal executive officer was Mr. Wexler (referred to as PEO 1 in the table above). During 2022, Mr. Wexler served as our PEO from January 1-January 11, Mr. Efremov served as our PEO from January 11-October 16 (and is referred to as PEO 2 in the table above) and Mr. Purdy served as our PEO from October 17-December 31, 2022 (and is referred to as PEO 3 in the table above). During 2023, our only PEO was Mr. Purdy (PEO 3). |

  58. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO(s) during the applicable fiscal year, 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 the PEO(s) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO total compensation for each year to determine the compensation actually paid: |

  59. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO 3 (Purdy) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO 3 (Purdy) | | 2023 | $2,994,622 | ($1,499,984) | $1,927,990 | $3,422,628 | | 2022 | $1,303,265 | ($275,060) | ($630,986) | $397,219 |

  60. 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. |

  61. 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: |

  62. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year over Year 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 | Year over 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 (PEO 3) | $1,775,679 | $138,558 | $— | $46,900 | ($43,260) | $10,113 | $1,927,990 | | 2022 (PEO 1) | $150,329 | ($1,832,330) | $— | ($92,680) | ($120,677) | $22,746 | ($1,872,612) | | 2022 (PEO 2) | $189,659 | $— | $233,346 | ($15,299) | $— | $264 | $407,971 |

  63. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year over Year 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 | Year over 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 | | 2022 (PEO 3) | $201,270 | ($771,739) | $— | ($29,422) | ($38,316) | $7,221 | ($630,986) | | 2021 (PEO 1) | $587,601 | ($867,384) | $— | $— | $— | $— | ($279,783) | | 2020 (PEO 1) | $1,247,955 | $1,694,273 | $— | $— | ($51,014) | $— | $2,891,214 |

  64. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Reformina, Ms. Cushman and Mr. Glazek; (ii) for 2022, Mr. Reformina and Ms. Cushman; (iii) for 2021, Mr. Purdy, Mr. Reformina, Ms. Cushman, and Mr. Robert Lavan (our former SVP and Chief Financial Officer) and (iv) for 2020, Mr. Purdy and Mr. Lavan. |

  65. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs (which individuals are described in footnote 3 above) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2: |

  66. 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 | $1,218,926 | ($877,361) | $1,288,723 | $1,630,288 | | 2022 | $825,334 | ($198,450) | ($269,756) | $357,128 | | 2021 | $938,847 | ($433,549) | $396,679 | $901,977 | | 2020 | $1,155,913 | ($312,840) | $1,345,115 | $2,188,188 |

  67. PAY VERSUS PERFORMANCE

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

  68. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards | Year over Year 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 | Year over 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 | $770,027 | $64,848 | $451,936 | $6,514 | ($6,006) | $1,403 | $1,288,723 | | 2022 | $143,895 | ($398,522) | $— | ($7,355) | ($9,579) | $1,805 | ($269,756) | | 2021 | $310,579 | ($175,275) | $32,704 | $288,671 | $— | $— | $396,679 | | 2020 | $874,115 | $484,299 | $— | $— | ($13,299) | $— | $1,345,115 |

  69. PAY VERSUS PERFORMANCE

    | (5) 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. |

  70. PAY VERSUS PERFORMANCE

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Small Cap 600 Consumer Staples Index. |

  71. PAY VERSUS PERFORMANCE

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  72. PAY VERSUS PERFORMANCE

    | (8) Adjusted EBITDA is defined as net income plus non-cash interest expense, depreciation and amortization, interest and other income, income tax provision, loss (gain) on the extinguishment of debts, stock-based compensation expense and restructuring or other unusual charges. |

  73. PAY VERSUS PERFORMANCE

    Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  74. PAY VERSUS PERFORMANCE

    | • | Operating Income |

  75. PAY VERSUS PERFORMANCE

    | • | Adjusted EBITDA |

  76. PAY VERSUS PERFORMANCE

    | • | Return on Invested Capital |

  77. PAY VERSUS PERFORMANCE

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EBITDA Compensation Actually Paid and Total Stockholder Return

  78. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Purdy, our Chief Executive Officer, to the annual total compensation of our employees. We identified our employee population as of December 31, 2023 which consisted of approximately 373 employees, all of whom work inside the U.S. This population included full-time and part-time employees employed by us on that date. We then determined the median employee based on an evaluation of total annual compensation for the year ended December 31, 2023 for each member of our employee population using W-2 payroll information. Mr. Purdy served as our Chief Executive Officer during 2023. The annual total compensation of Mr. Purdy for purposes of calculating this pay ratio was $2,994,622. The 2023 annual total compensation of our median employee was $62,857. Based on this information, the estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 48:1. We believe this CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median of the annual total compensation of our employees 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 employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio.

  79. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The Company’s bylaws provide that the number of directors on our Board will be determined from time to time by a vote of the Board. Our Board currently consists of nine (9) directors. At the Annual Meeting, we are electing nine (9) directors to hold office until the Company’s annual meeting of stockholders in 2025 and until a successor is elected and qualified.

  80. Nominees for Election as a Director

    Nominees for Election as a Director Set forth below are the current Board members and director nominee who will stand for election at the Annual Meeting, together with their age, all Company positions and offices they currently hold, and the year in which they joined the Board, as applicable. After serving for over a decade as a member of our Board, Arnold Zimmerman will not be standing for re-election. The Nominating and Governance Committee has nominated John A. Catsimatidis Jr. to stand for election as a director on our Board in Mr. Zimmerman’s place. Although it is not anticipated that any of the nominees listed below will decline or be unable to serve, if that should occur, the proxy holders may, in their discretion, vote for a substitute nominee.

  81. Nominees for Election as a Director

    | Name | Age | Position or Office | Held Position Since | | David E. Glazek | 46 | Executive Chairman; Director | 2012(1) | | Graham A. Purdy | 51 | President & CEO; Director | 2022 | | Gregory H. A. Baxter | 70 | Director | 2006 | | H.C. Charles Diao | 66 | Director | 2012 | | Ashley Davis Frushone | 49 | Lead Independent Director; Director | 2018(2) | | Stephen Usher | 57 | Director | 2021 | | Rohith Reddy | 47 | Director | 2023 | | Lawrence S. Wexler | 71 | Director | 2013(3) | | John A. Catsimatidis Jr. | 31 | Director Nominee | N/A |

  82. Nominees for Election as a Director

    | (1) Mr. Glazek served as a Director since 2012 and was appointed Executive Chairman in January 2023. |

  83. Nominees for Election as a Director

    | (2) Ms. Frushone served as a Director since 2018 and was appointed Lead Independent Director in January 2023. |

  84. Nominees for Election as a Director

    | (3) Mr. Wexler served as President and CEO of the Company until January 10, 2022. |

  85. Nominees for Election as a Director

    THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES FOR THE DIRECTORS OF THE COMPANY SET FORTH ABOVE.