DEF 14A of Foster L B Co
Filed Apr 12, 2024 · FY20230001140361-24-019520
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS The first proposal item to be voted on is the election of eight directors for one-year terms. The Board of Directors has nominated the following eight people to serve as directors: Messrs. Betler, Kasel, Kunz, Meyer, and Thompson and Mses. Lee and Owen, current directors of the Company, and Mr. Jones who, if elected, will succeed to Mr. Jungé’s position on the Board. Mr. Jungé is not standing for reelection at the Annual Meeting in accordance with the retirement age policy included in the Company’s Corporate Governance Guidelines. Each director who is elected will hold office until the next annual meeting and generally until the director’s successor is elected and qualified. Information concerning the nominees is set forth below with brief descriptions of each nominee’s qualifications to serve on the Company’s Board of Directors:
Nominee
Nominee
Nominee
| Raymond T. Betler | Mr. Betler, age 68, has been a director of the Company since 2020 and Chairman since 2022. From 2014 until his retirement in 2019, he was President and Chief Executive Officer of Westinghouse Air Brake Technologies d/b/a Wabtec Corporation (“Wabtec”), which manufactures locomotives and components for locomotives, freight cars, and passenger transit vehicles and provides aftermarket services. At Wabtec, he previously served as President and Chief Operating Officer from 2013 to 2014, as Chief Operating Officer from 2010 to 2013, and as Vice President and Group Executive of the Transit Group from 2008 to 2010. Prior to Wabtec, he worked at Westinghouse Transportation and its predecessors AEG Westinghouse Transportation, ABB Daimler Benz Transportation – Adtranz, Daimler Benz Rail Systems, and Bombardier Transportation, since 1979; Mr. Betler served as President and CEO for 15 years during his 30 year tenure with this global company. Mr. Betler was a Director of CNX Midstream Partners LP from 2017 to 2020, where he served on the audit committee, and he has been a Director of Dollar Bank since 2006, where he serves on the executive, audit, nomination and governance, and compensation committees. Qualifications. We believe that Mr. Betler is qualified to serve as a director because of his public company CEO experience, valuable understanding of the rail, transportation, and energy industries, and experience in compensation and corporate governance matters. | | Alexander B. Jones | Mr. Jones, age 38, is Vice President and Senior Research Analyst for 22NW, LP (‘‘22NW LP”), a Seattle-based long/short small cap value hedge fund, having joined that firm in 2021. Prior to 22NW, Mr. Jones was founder and principal of Porter Street Research, LLC, a Washington, DC based investment research and advisory firm, from 2017 to 2021; an investment analyst at Legacy Research/Bonner and Partners in Washington, DC, from 2017 to 2019; an Investment Analyst at The Brookings Institution in Washington, DC, from 2015 to 2017; and a Senior Investment Associate at Cambridge Associates in Arlington, Virginia from 2008 to 2015. Qualifications. We believe that Mr. Jones is qualified to serve as a director because he brings to the Board a valuable understanding of capital allocation and public markets and a shareholder perspective, including relating to enhancing shareholder value. See “Agreements with 22NW Fund, LP et al which describes agreements between the Company and certain shareholders regarding Mr. Jones being nominated to the Board and serving as Board Observer.” |
Nominee
| John F. Kasel | Mr. Kasel, age 59, has been a director of the Company since 2021 when he was appointed President and Chief Executive Officer. He joined the Company in 2003 and served as Vice President – Operations and Manufacturing until 2005, introducing LEAN manufacturing and other advancements which improved operating efficiency and reliability. Mr. Kasel most recently served as Senior Vice President and Chief Operating Officer from 2019 to 2021; Senior Vice President – Rail & Construction from 2017 to 2019; Senior Vice President – Rail Products & Services from 2012 to 2017; and Senior Vice President – Operations and Manufacturing from 2005 to 2012. Prior to joining the Company, Mr. Kasel served as Vice President of Operations for Mammoth, Inc., a Nortek company which produces HVAC systems, from 2000 to 2003. He has served as a director of The Allegheny Conference on Community Development, a nonprofit, private sector organization committted to improving the economic future of the Pittsburgh, Pennsylvania region, since March 2023. Qualifications. We believe that Mr. Kasel is qualified to serve as a director because of his detailed knowledge of the Company’s operations, markets, and strategy; deep operational experience including LEAN manufacturing both at the Company and other corporations; and familiarity with the Company’s international presence and M&A transactions. | | John E. Kunz | Mr. Kunz, 59, has been a director of the Company since 2022 and was formerly Senior Vice President and Chief Financial Officer of PGT Innovations, Inc., a national leader in premium windows and doors, from 2022 until his retirement in 2023. Prior to that he served as Senior Vice President and Chief Financial Officer of U.S. Concrete, Inc., a concrete and aggregate products producer serving the construction and building materials industries, from 2017 to 2021. From 2015 to 2017, Mr. Kunz served as Vice President and Controller of Tenneco Inc., a global manufacturer of automotive emission control and ride control systems “Tenneco.” In that role he served as the company’s principal accounting officer with responsibility for the company’s corporate accounting and financial reporting globally. Prior to that, Mr. Kunz served as Tenneco’s Vice President, Treasurer and Tax, a position he held from July 2006 to 2015, preceded by his position as Tenneco’s Vice President and Treasurer, which he held from 2004 until 2006. Prior to his employment with Tenneco, Mr. Kunz was the Vice President and Treasurer of Great Lakes Chemical Corporation (“Great Lakes”), a position he held from 2001 until 2004, after holding several finance positions of increasing responsibility at Great Lakes, beginning in 1999. Mr. Kunz was a director of Wabash National Corporation, a leader of engineered solutions for the transportation, logistics, and distribution industries, from 2011 to 2022, where he previously served as chair of its audit committee, a member of the finance committee, and chair of the compensation committee. Qualifications. We believe that Mr. Kunz is qualified to serve as a director due to his deep experience with concrete and aggregates products manufacturing serving the building products sector, financial and accounting expertise, and 13 years of public company board experience, including as chair of both an audit committee and a compensation committee. Mr. Kunz is an audit committee financial expert and brings a strong business and financial perspective to the Board to help drive shareholder value. |
Nominee
| Janet Lee | Ms. Lee, age 60, has been a director of the Company since 2023. She currently serves as Senior Vice President, General Counsel & Secretary of ANSYS, Inc., a software company, a position she has held since 2023; she was Vice President, General Counsel & Secretary of ANSYS from 2017 through 2022. From 2010 to 2017, Ms. Lee was Vice President, Legal and Intellectual Property for HERE Technologies North America, a privately-held location and mapping company then-owned by BMW, Audi, and Daimler. Ms. Lee functioned as the Director of Nokia Research Center, Legal and Intellectual Property for Nokia Corporation from 2007 to 2010; Assistant General Counsel of America Online, Inc. from 1999 to 2007; corporate and M&A attorney for Cooley Godward, LLP from 1996 to 1999; General Counsel of Renaissance Group, a full-service investment bank in the Russian Federation, from 1995 to 1996; and attorney at Clifford Chance in Russia from 1993 to 1995 and at Paul Weiss, Rifkind, Wharton & Garrison from 1991 to 1993. Qualifications. We believe that Ms. Lee is qualified to serve as a director because she brings a wide range of knowledge and skills to the Board, honed through more than three decades of legal experience in both private practice and in global, public companies. In her current role, Ms. Lee has been part of a team that has overseen corporate growth from a smaller public company to a member of the Nasdaq 100; she is responsible for transactions support, product and regulatory compliance, cybersecurity, litigation, intellectual property protection, enterprise risk management, business continuity and crisis management, ethics training and investigations, data privacy, government relations, ESG matters, and employment legal support including European labor union matters. Ms. Lee brings a diverse perspective and insight to the Board. | | David J. Meyer | Mr. Meyer, age 54, has been a director of the Company since January 2024. He has serves as non-executive Chair of A. Stucki Company, a privately-held manufacturer of high quality freight and rail-related parts (“A. Stucki”), since 2023, and served as Executive Chair of A. Stucki from 2022 to November 2023. From 2019 to 2020, Mr. Meyer was the Chief Operating Officer of Stone Canyon Industries Rail, a private company which acquired A. Stucki in 2015 and sold it to Stellex Capital in 2022. From 1999 to 2017, Mr. Meyer served in positions of increasing responsibility at Westinghouse Airbrake Technologies Corporation (“Wabtec”), a publicly traded global provider of equipment, systems, digital solutions, and value-added services for the freight and transit rail sectors, most recently as President of its Industrial Group, and prior as Group Executive of its Transit sector. Over his tenure, he held various positions in its freight car products operations and brake systems businesses. While at Wabtec, Mr. Meyer served as a captain in the United States Army Reserve from 1995 to 2003, bringing Lean manufacturing and management to the Army Depot system while on active duty in 2002; a factory manager at Oxford Automotive Incorporated, a full-service, global tier one supplier of integrated systems based on metal forming and related technologies from 1995 to 1999; and as a manufacturing manager, product line manager, and project engineer for Eaton Corporation, a global manufacturer of highly engineered products that serve automotive, heavy truck, industrial, construction, commercial and semiconductor markets, from 1995 to 1998. Mr. Meyer also founded Northern Bel, LLC, a consulting and acquisition organization, in 2018, and was a Board member of American Track Services from 2019 to 2021. He holds seven (7) patents for various rail-related products. Qualifications. We believe that Mr. Meyer is qualified to serve as a director of the Company due to his 28 years of manufacturing experience, including 23 years in the rail industry, the focus of the Company’s largest business segment, as a result of which he gained valuable market-specific operations and financial expertise. His engineering, manufacturing, global public and private company, and United States Army skills add depth to the Board in critical areas for the Company. |
Nominee
| Diane B. Owen | Ms. Owen, age 68, has been a director of the Company since 2002. From 2014 to 2019, she served as an independent Board member and internal control committee chair of Elliott Group Holdings, a subsidiary of Ebara Corporation, an international company that manufactures and services industrial equipment. She was Senior Vice President – Corporate Audit of H.J. Heinz Company, an international food company, from 2010 until her retirement in 2013 and was Vice President - Corporate Audit of H.J. Heinz Company from 2000 to 2010. Qualifications. We believe that Ms. Owen is qualified to serve as a director due to her over 30 years of business experience, particularly in accounting and finance. Ms. Owen has played a critical role as an audit committee financial expert on the Board and former Chair of our Audit Committee. In addition, Ms. Owen’s extensive global business experience enables her to provide valuable insights to the Company in its international business interests and issues. | | Bruce E. Thompson | Mr. Thompson, age 65, has been a director of the Company since 2022 and is President of Hospitality Development Company Group, a hotel development, management, and ownership business with several Marriott franchise hotels in operation, a position he has held since 2021. From 2019 to 2020, Mr. Thompson served as Vice President and Chief Separation Officer at Arconic Inc., an industrial company specializing in lightweight metals engineering and manufacturing (“Arconic”), leading the split of Arconic’s rolled aluminum and multi-material engineered products businesses. He previously served as Vice President—Internal Audit at Arconic from 2016 to 2019. Prior to its separation into two public companies, Arconic and Alcoa Corporation (“Alcoa”), in 2016, Mr. Thompson served in various roles at Alcoa., an aluminum industry pioneer and global leader in lightweight metals technology, engineering, and manufacturing, including as Vice President—Internal Audit from 2015 to 2016, Vice President—Business Analysis and Planning from 2014 to 2015, and Director—Business Analysis and Planning from 2011 to 2014. Before joining Alcoa, Mr. Thompson was Vice President – Finance of Johnson Controls, Inc., a multinational conglomerate with HVAC, refrigeration, and security controls and equipment, as well as automotive businesses, from 2006 to 2011. From 2002 to 2005, he was the Chief Financial Officer of VITEC, LLC, a manufacturer and supplier of automotive fuel delivery systems. Prior to VITEC, Mr. Thompson held finance and cross-functional positions of increasing responsibility at Ford Motor Company and Midwest Stamping Company between 1993 and 2001. He is a trustee of Howard University and a former board member and chair of the National Black MBA Association between 2011 and 2020. Qualifications. We believe that Mr. Thompson is qualified to serve as a director due to his decades of business experience in audit, accounting and finance, operations, marketing, and corporate strategy. He plays a critical role as a Board audit committee financial expert and Chair of our Audit Committee. In addition to his vast business leadership experience, Mr. Thompson brings a diverse perspective and insight to the Board to help drive shareholder value. |
Nominee
The Board nominated the foregoing nominees based upon the recommendation of the Nomination and Governance Committee. The nominees have expressed their willingness to serve as directors, if elected. However, should any of the nominees be unavailable for election, the proxies (except for proxies that withhold authority to vote for directors) will be voted for such substitute nominee or nominees as may be chosen by the Board, or the number of directors may be reduced by appropriate action of the Board. The Board of Directors recommends that you vote “FOR” each of the foregoing nominees.
DIRECTOR COMPENSATION – 2023
DIRECTOR COMPENSATION – 2023 The following table sets forth our non-employee director compensation for 2023. Directors who are also employees of the Company do not receive any consideration for their service on the Board.
DIRECTOR COMPENSATION – 2023
| Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | Total ($) | | Raymond T. Betler | 135,041 | 80,000 | 215,041 | | Dirk Jungé | 69,777 | 80,000 | 149,777 | | John E. Kunz | 78,516 | 80,000 | 158,516 | | Janet Lee | 66,016 | 103,116 | 169,132 | | Diane B. Owen | 75,927 | 80,000 | 155,927 | | Bruce E. Thompson | 77,521 | 80,000 | 157,521 |
DIRECTOR COMPENSATION – 2023
| * Mr. Meyer is not included in the table because he did not serve on the Board during calendar year 2023. |
DIRECTOR COMPENSATION – 2023
| 1 | On February 14, 2023, the Board approved an annual cash retainer fee of $70,000 for each non-employee director, and the following additional annual director retainer fees: Chairman of the Board, $75,000; Chair of Compensation Committee, $12,500; Chair of Audit Committee, $12,500; Chair of Nomination and Governance Committee, $12,500; and Chair of the Select Ad Hoc Corporate Responsibility Committee, $6,250. |
DIRECTOR COMPENSATION – 2023
| 2 | The Non-Employee Director Deferred Compensation Plan (as amended and restated effective December 1, 2022) (the “Director Deferred Compensation Plan”) permits participants to elect to defer receipt of their cash and/or equity compensation to a date that is six months after separation from the Board. Since February 25, 2016, non-employee directors have been permitted to make discretionary elections to receive annual cash retainer fees in fully-vested shares of common stock on a quarterly basis or in quarterly installments of cash. Under the Director Deferred Compensation Plan, in lieu of receiving cash fees on a quarterly basis, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual cash retainer fees in the form of either (i) fully-vested common stock, (ii) deferred stock units, or (iii) deferred cash. The cash retainer is divided by four and either (i) with respect to fully-vested common stock, issued on each quarterly payment date, with the number of shares determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock; (ii) with respect to deferred stock units, determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock and crediting that number of units to the director’s deferred stock account; or (iii) credited to a deferred cash account with interest calculated at the U.S. Prime Rate. Commencing on the date of the May 2017 Annual Meeting of Shareholders, Mr. Jungé elected to receive his cash retainer in deferred stock units and the remaining directors elected to receive their cash retainers in cash. Commencing on the dates of the 2018, 2019, 2020, 2021, 2022, and 2023 Annual Meetings of Shareholders, all directors elected to receive their cash retainers in cash. The amounts of retainer fees paid in cash, fully-vested stock, and deferred stock units in 2023 are as follows: Mr. Betler received $135,041 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Jungé received $69,777 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Kunz received $78,516 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Ms. Lee received $66,016 in cash; $0 in fully-vested stock, and $0 in deferred stock units; Ms. Owen received $75,927 in cash, $0 in fully-vested stock, and $0 in deferred stock units; and Mr. Thompson received $77,521 in cash, $0 in fully-vested stock, and $0 in deferred stock units. No director elected to defer cash fees into a deferred cash account. |
DIRECTOR COMPENSATION – 2023
| 3 | Ms. Lee was elected to the Board of Directors effective January 1, 2023, and as part of her compensation, she was awarded 2,388 shares of restricted stock, or 5/12ths of the 5,730 shares granted to each director re-elected to the Board at the June 2, 2022 Annual Meeting, in accordance with the 2022 Annual Director Equity Award for the 2022-2023 Board Year, prorated for her service during that Board Year. On May 25, 2023, each non-employee director serving at that time was awarded an amount of shares of the Company’s common stock equal to $80,000 divided by the closing price per share of the Company’s common stock on the Nasdaq Stock Market on that date, with such shares vesting on the one-year anniversary of the grant date. As with the annual cash retainer fees, under the Director Deferred Compensation Plan, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual stock award in the form of deferred stock units which would not be settled until six months after the respective director’s separation from the Board, subject to the one-year vesting schedule established at grant. In 2023, Mses. Lee and Owen, and Messrs. Betler, Jungé, Kunz, and Thompson received awards of 6,154 shares on the grant date which are only subject to the one-year vesting period. The stock awards are reflected in the “Stock Awards” column of the table and computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of estimated forfeitures). As of December 31, 2023, non-employee directors had unvested stock awards as follows: Mr. Betler: 6,154 shares; Mr. Jungé: 6,154 shares; Mr. Kunz: 6,154 shares; Ms. Lee: 6,154 shares; Ms. Owen: 6,154 shares; and Mr. Thompson: 6,154 shares. For a discussion of valuation assumptions, see Note 15 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Executive Summary
| ☑ | Independent Compensation Consultant. The Committee has engaged its own independent compensation consultant (Pay Governance) and annually assesses the consultant’s performance, fees, and independence, including whether any type of conflict of interest exists. |
Executive Summary
| ☑ | Peer Group. After considering the input of the compensation consultant, the Committee has established formal selection criteria for its comparator peer group companies listed on page 40 (the “Comparator Group”) and annually evaluates the composition of the Comparator Group to ensure the appropriateness of its component companies. |
Executive Summary
| ☑ | Double Trigger Change-In-Control. We provide double trigger change-in-control protection to our executive officers, which means they may be entitled to severance of between one and two and one-half times base salary and bonus only in the event of both a change-in-control of the Company and a qualifying employment termination (“double trigger”). Restricted stock awards also provide for double trigger change-in-control vesting, and in 2023 we amended our outstanding performance share unit (“PSU”) awards to provide for double-trigger change-in-control vesting. |
Executive Summary
| ☒ | Executive Employment Agreements. We do not, as a standard practice, provide executives with employment agreements and currently do not have any in place with any officer. |
Executive Summary
| ☒ | Dividend Equivalents on Unearned Performance Share Unit and Restricted Stock Awards. We do not pay dividends or dividend equivalents on PSU and restricted stock awards unless and until such awards are deemed earned and/or vested. |
Executive Summary
| ☒ | Tax Gross-Ups on Perquisites or Severance. We do not provide any tax gross-up payments to cover personal income taxes on perquisites or severance benefits related to a change-in-control. |
Executive Summary
Elements of Compensation Executive officers’ compensation includes base salary, annual cash incentive awards, and equity-based long-term incentive awards. The Committee aligns a significant portion of executive officer compensation with the Company’s performance relative to pre-established performance goals based on stated Company financial objectives, which are designed to drive the creation of long-term value for our shareholders. The Committee administers both short-term and long-term incentive compensation plans within its executive compensation structure, and the main features of the executive compensation program are as follows:
Executive Summary
| • | Short-term cash incentive awards, issued pursuant to the Annual Plan in which payment is contingent on meeting annual financial performance goals that align with an executive’s responsibilities. The Committee authorized the 2023 Annual Plan (the “2023 Annual Plan”). The performance criteria used for the 2023 Annual Plan were: |
Executive Summary
| • | Long-term incentive awards are heavily weighted toward performance, with 60% of the target long-term incentive opportunity granted in the form of PSUs that are paid, if earned, based on the achievement of pre-determined corporate level performance goals over a three-year period, and 40% of the target long-term incentive opportunity granted in the form of time-vested restricted stock, which vests ratably in one-third installments over a three-year period from grant. From time to time, the Company may approve additional retention or incentive awards. |
Executive Summary
| • | The performance goals used for the 2023 PSU awards were two equally-weighted metrics of 2023-2025 Economic Profit Improvement(3) and 2023-2025 Adjusted EBITDA(1). Each year is measured annually with targets set at the beginning of the three-year period in a manner that requires growth in Company profitability and returns over the three-year period. |
Executive Summary
| • | The Company maintains a Key Employee Separation Plan (the “Separation Plan”) that provides officers with severance in the event of both a change-in-control and qualifying employment termination. The Separation Plan does not contain any single trigger payments or tax gross-ups, and severance is capped at between one and two and one-half times base salary and bonus, depending on the executive. |
Executive Summary
Annual and long-term performance goals are approved by the Committee at the beginning of each plan after consideration of the Company’s prior year performance, budgeted performance for the performance period, and anticipated market and economic conditions for the performance period. Results of 2023 Shareholder Vote on Named Executive Officer Compensation In May 2023, we held a shareholder advisory vote on the compensation paid to our NEOs, which resulted in the approval by a significant margin of the 2022 compensation paid to our NEOs, with approximately 87% of votes cast in favor of our say-on-pay proposal. Based on this feedback, and as the Company evaluated its compensation policies and practices throughout the remainder of 2023, our Board chose to make no significant changes to our existing executive incentive programs. In keeping with compensation market practices, in 2023 the Company amended its outstanding PSU awards to include double trigger vesting in the event of a change-in-control. In connection with the Committee’s determination of 2023 executive compensation, the Company was mindful of the strong support our shareholders expressed for our pay-for-performance philosophy, which is designed to link the compensation paid to our executive officers, including NEOs, to the Company’s financial and share price performance in order to ensure that we are delivering value to our shareholders and not merely performing well against our peers. The remainder of this CD&A is divided into three parts:
Overview of Compensation Framework
Overview of Compensation Framework The Company seeks to attract and retain talented and qualified executives through the use of compensation programs that are balanced and competitive. The Committee pursues this goal through its approval of executive officer compensation and, in the case of the CEO, recommending that the Board ratify his compensatory arrangements. The Committee’s executive compensation philosophy is to align compensation with Company performance by rewarding initiative and positive financial and operating results, while being mindful of the current business climate. The Committee generally aligns executive officer compensation with the Company’s performance in order to drive short-term achievement and create long-term shareholder value. Our compensation program reflects the goals of consistent behavior and balancing short and long-term interests. Due to the Company’s product mix and distinct manufacturing and distribution businesses, our Company does not have true “peers” among publicly-traded companies and, for this reason, the Committee believes that Company-specific performance measures, as opposed to performance goals measured relative to peer company performance, are most appropriate to incentivize management to achieve the business goals of the Company. Further, annual and long-term performance measures include a mix of factors to avoid over-emphasis on any single measure. Such measures include goals for both profitability and efficient use of capital. A significant portion of the executive officers’ potential compensation is variable and earned under incentive plans that are based on the Company’s performance and the value delivered to the Company’s shareholders. The Use of Market Compensation Data The Committee’s objective is to pay executives fairly and competitively. Executive pay is measured against the Comparator Group and other market data (described below) to confirm that compensation is within the range of competitive practices. Each year, to assist in its compensation decisions to determine market rates for overall compensation and each pay component, the Committee reviews market data drawn from the following sources: (i) the compensation practices of the Comparator Group and (ii) survey data compiled and published by independent third-party providers. As stated above, the Committee does not believe the Company has true “peers” among publicly-traded organizations. Accordingly, the Committee reviews the compensation of certain publicly-traded companies that it believes are most comparable to the Company. The Comparator Group was selected based on the following criteria:
Overview of Compensation Framework
The Committee reviews the Comparator Group each year, and used the following 17 Comparator Group companies for 2023 executive compensation purposes:
Overview of Compensation Framework
| * Annual and long-term incentive percentages are calculated based on salary disclosed in the Summary Compensation Table on page 51, with the annual and long-term incentives reflected at target. |
Overview of Compensation Framework
Compensation Elements Compensation of our NEOs includes base salary, annual cash incentive awards, and long-term equity awards paid under the LTIP. Mr. Kasel’s base salary and other incentive compensation were determined by the Compensation Committee after conferring with its independent compensation consultant, taking into consideration Mr. Kasel’s experience, Comparator Group companies’ practices, the Company’s compensation practices as described above, and the Company’s overall budgeted and forecasted compensation spending plan. The salary and incentive compensation of the other NEOs is determined by following the same process. Base Salary and 2023 Salary Increases Base salaries are reviewed annually and any increases are effective on March 1 for all NEOs. In 2023, base salary increases for each NEO were made according to historic practice after considering each NEO’s performance, retention, alignment with the corporate strategy, execution of strategic initiatives to drive shareholder value, and reviewing compensation data from the Comparator Group and other similarly-sized organizations included in the survey data from independent third-party providers. With respect to the Comparator Group and the survey, compensation adjustments are made with reference to the 50th percentile.
Adjusted EBITDA(1) Performance and Payout Ranges
Adjusted EBITDA(1) Performance and Payout Ranges
Adjusted EBITDA(1) Performance and Payout Ranges
| 2023 Adjusted EBITDA(1) as a % of Target Performance Goal | 2023 Payout Range | | 121.1% and over | 200% | | 100% | 100% | | 80.0% | 50% | | Less than 80.0% | 0% | | 2023 Actual Attainment | 2023 Payout as % of Target | | 122.1% | 200% |
Average Working Capital as a Percentage of Sales(2) Performance and Payout Ranges
Average Working Capital as a Percentage of Sales(2) Performance and Payout Ranges
Average Working Capital as a Percentage of Sales(2) Performance and Payout Ranges
| 2023 Average Working Capital as a % of Sales(2) as a % of Target Performance Goal | 2023 Payout Range | | 97.2% and below | 200% | | 100% | 100% | | 102.3% | 50% | | Above 102.3% | 0% | | 2023 Actual Attainment | 2023 Payout as % of Target | | 104.0% | 0% |
Adjusted EBITDA(1) Target and Actual Performance and 2023 Payout
Adjusted EBITDA(1) Target and Actual Performance and 2023 Payout
Adjusted EBITDA(1) Target and Actual Performance and 2023 Payout
| | 2023 Target Performance Goal (in millions) | 2023 Actual Performance (in millions) | 2023 Payout as a % of Target | | John F. Kasel | $26.0 | $31.8 | 200% | | William M. Thalman | $26.0 | $31.8 | 200% | | Patrick J. Guinee | $26.0 | $31.8 | 200% | | Brian H. Kelly | $26.0 | $31.8 | 200% | | William F. Treacy, Jr. | $26.0 | $31.8 | 200% |
Actual Performance and 2023 Payout
Actual Performance and 2023 Payout
Actual Performance and 2023 Payout
| | 2023 Target Performance Goal | 2023 Actual Performance | 2023 Payout as a % of Target | | John F. Kasel | 21.3% | 22.2% | 0% | | William M. Thalman | 21.3% | 22.2% | 0% | | Patrick J. Guinee | 21.3% | 22.2% | 0% | | Brian H. Kelly | 21.3% | 22.2% | 0% | | William F. Treacy, Jr. | 21.3% | 22.2% | 0% |
Actual Performance and 2023 Payout
Discretionary Reduction to the Incentives of the NEOs The above described 2023 Annual Plan structure resulted in a calculated achievement payout of 150%; however, the annual incentive payments to the NEOs were reduced for 2023 at the request of the CEO to the Board of Directors due to safety performance. The Company sets high safety goals and objectives, and in 2023 several business groups did not perform to these expectations. Accordingly, a discretionary reduction of 2.5% was applied to the payouts of all NEOs, resulting in a final payout achievement of 146.25%. The 2023 Annual Plan results were calculated as set forth below for Messrs. Kasel, Thalman, Guinee, Kelly, and Treacy:
Actual Performance and 2023 Payout
| 2023 Plan Metric | 2023 Payout as a % of Target | 2023 Plan Component Weighting | Weighted 2023 Payout as a % of Target | | Adjusted EBITDA(1) | 200% | 75% | 150% | | Average Working Capital as a % of Sales(2) | 0% | 25% | 0% | | 2023 Payout as a % of Target | | | 150% | | Payout Modifier (2.5% discretionary reduction for safety performance) | — | — | 97.5% | | Total 2023 Payout | | | 146.25% |
Actual Performance and 2023 Payout
Actual cash incentive awards earned and paid to the NEOs under the 2023 Annual Plan are included in the Summary Compensation Table on page 51. Long-Term Incentive Plan 2023 Long-Term Incentive Awards The LTIP provides (i) NEOs with an incentive to remain with the Company, (ii) a means for NEOs to build ownership in the Company, and (iii) alignment with the value of NEOs’ awards and the Company’s long-term financial performance. In 2023, the Committee approved annual grants of equity to each NEO, consisting of two components: time-vested restricted stock and PSUs. For each NEO, 40% of the target long-term incentive value was granted in the form of time-vested restricted stock, which vests ratably in one-third installments over a three-year period from grant. The average closing price per share of the Company’s common stock during the last 15 calendar days of January 2023 was used to determine the number of shares granted to each NEO. The Committee believes that restricted stock awards recognize the cyclicality of the Company’s markets, promote executive retention and build ownership in the Company. Restricted stock also aligns our NEOs’ compensation and Company performance by conditioning a portion of the incentive opportunity upon appreciation of share value. The remaining 60% of each NEO’s target long-term incentive award for 2023 was granted in the form of PSUs, with the number of units determined in the same manner as the portion granted in restricted stock for each NEO, including the CEO. The PSUs granted in 2023 have a performance period of January 1, 2023 through December 31, 2025, and will be paid in shares of the Company’s common stock, if earned, based on the Company’s achievement of two equally-weighted performance goals of (i) Economic Profit Improvement(3), calculated with reference to the Economic Profit earned for each calendar year in the performance period; and (ii) Adjusted EBITDA(1) measured each year of the three-year performance period. Economic Profit Improvement(3) and Adjusted EBITDA(1) targets were established at the beginning of the three-year period at a level that requires growth in Company profitability and economic returns. Actual results are measured each year against the annual targets and shares earned are banked (30%, 30% and 40% for each of Year 1, Year 2 and Year 3, respectively) until the end of the three-year performance period and are not settled until the end of the three-year period, generally subject to continued employment. The PSUs are designed to align compensation and Company performance by making our NEOs’ long-term incentive compensation over a three-year performance period contingent upon the Company’s Economic Profit Improvement(3) and Adjusted EBITDA(1) achievement between 2023 and 2025. In 2023, the Committee approved the following target long-term incentive values for each NEO, to be allocated between restricted stock awards and PSUs:
Actual Performance and 2023 Payout
| Name | Target ($) | | John F. Kasel | $1,100,000 | | William M. Thalman | $350,000 | | Patrick J. Guinee | $300,000 | | Brian H. Kelly | $300,000 | | William F. Treacy, Jr. | $250,000 |
Actual Performance and 2023 Payout
Based on these target values, the NEOs were awarded the following restricted shares and PSUs:
Actual Performance and 2023 Payout
| Name | Restricted Shares | 2023-2025 PSUs (at Target) | | John F. Kasel | 37,131 | 55,696 | | William M. Thalman | 11,814 | 17,722 | | Patrick J. Guinee | 10,126 | 15,190 | | Brian H. Kelly | 10,126 | 15,190 | | William F. Treacy, Jr. | 8,439 | 12,658 |
Actual Performance and 2023 Payout
The number of PSUs which may be earned at the end of each annual period in the 2023-2025 three-year performance plan will be determined in accordance with the following formula, with performance evaluated at the end of each annual period and shares earned at a rate of 30% in the first year, 30% in the second year, and 40% in the third year, with any shares earned in such period to vest and settle at the end of the three-year performance period, generally subject to continued employment: (PSUs awarded (at target) x Economic Profit Improvement % of Target Payout Earned x 0.50) + (PSUs awarded (at target) x Adjusted EBITDA % of Target Payout Earned x 0.50) = Total Earned PSUs
Economic Profit Improvement(3)*
| 2023 Economic Profit Improvement(3) Achievement Levels and Payout Percentages for First Tranche of 2023-2025 PSU Award | | | | | | | Economic Profit Improvement(3) Achieved (in millions) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $10.6 | 200.0% | 50% | 100% |
Economic Profit Improvement(3)*
| Economic Profit Improvement(3) Targets and Payout Table for 2023 (in millions) | | | | 2023 | | 200% | $6.6 | | 100% | $5.1 | | 50% | $2.5 |
Adjusted EBITDA(1)*
| 2023 Adjusted EBITDA(1) Achievement Levels and Payout Percentages for First Tranche of 2023-2025 PSU Award | | | | | | | Adjusted EBITDA(1) Achieved (in millions) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $31.8 | 174.0% | 50% | 87% |
Adjusted EBITDA(1)*
| Adjusted EBITDA(1) Targets and Payout Table for 2023 (in millions) | | | | 2023 | | 200% | $33.8 | | 100% | $26.0 | | 50% | $18.2 |
Adjusted EBITDA(1)*
| PSUs Earned in 2023 Under the 2023-2025 LTIP | | | | John F. Kasel | | 31,245 | | William M. Thalman | 100% Economic Profit Improvement(3) + 87% Adjusted EBITDA(1) = | 9,942 | | Patrick J. Guinee | 187% Achievement x 30% Year 1 Weighting = 56.1% of PSUs | 8,522 | | Brian H. Kelly | Awarded (to be settled at the end of the three-year performance period) | 8,522 | | William F. Treacy, Jr. | | 7,101 |
Adjusted EBITDA(1)*
2021-2023 and 2022-2024 Performance Share Unit Awards 2022-2024 PSU Awards The performance goals applicable to the PSU awards granted to our NEOs in the 2022 – 2024 Plan were equally weighted as Corporate ROIC(4) and Adjusted EBITDA(1) with annual targets established and weighted 20%, 30% and 50% over a performance period of January 1, 2022 through December 31, 2024. The formulas applicable to each of the annual Corporate ROIC(4) and annual Adjusted EBITDA(1) metrics are described on page 37 of our proxy statement filed on April 14, 2023.
Corporate ROIC(4)*
| Corporate ROIC(4) Achievement Levels and Payout Percentages for Second Tranche of 2022-2024 PSU Award | | | | | | | Corporate ROIC(4) | % of Target Payout | Weighting | % of Achievement | | All NEOs | 8.8% | 75% | 50% | 37.5% |
Corporate ROIC(4)*
| Corporate ROIC(4) Targets and Payout Table for 2023 | | | | 2023 | | 200% | 12.7% | | 100% | 9.8% | | 25% | 6.8% |
Adjusted EBITDA(1)*
| Adjusted EBITDA(1) Achievement Levels and Payout Percentages for Second Tranche of 2022-2024 PSU Award | | | | | | | Adjusted EBITDA(1) (in millions) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $31.8 | 117.5% | 50% | 58.8% |
Adjusted EBITDA(1)*
| Adjusted EBITDA(1) Targets and Payout Table for 2023 (in millions) | | | | 2023 | | 200% | $39.2 | | 100% | $30.2 | | 50% | $21.1 |
Adjusted EBITDA(1)*
| PSUs Earned in 2023 Under the 2022-2024 LTIP | | | | John F. Kasel | | 7,748 | | William M. Thalman | 37.5% Corporate ROIC(4) + 58.8% Adjusted EBITDA(1) = 96.3% | 3,874 | | Patrick J. Guinee | Achievement x 30% Year 2 Weighting = 28.9% of PSUs Awarded | 3,551 | | Brian H. Kelly | (to be settled at the end of the three-year performance period) | 3,229 | | William F. Treacy, Jr. | | 2,195 |
Adjusted EBITDA(1)*
2021-2023 PSU Awards The performance goals applicable to the PSU awards granted to our NEOs in 2021 were equally weighted as Average Corporate ROIC(5) and Cumulative Adjusted EBITDA(6) and were measured over a performance period of January 1, 2021 through December 31, 2023. The goals applicable to each of the Average Corporate ROIC(5) and Cumulative Adjusted EBITDA(6) metrics are described on page 47 of our proxy statement filed on April 21, 2022.
Average Corporate ROIC(5)
| Average Corporate ROIC(5) Achievement Levels and Payout Percentages for 2021-2023 PSU Award | | | | | | | Average Corporate ROIC(5) | % of Target Payout | Weighting | % of Achievement | | All NEOs | 7.3% | 0% | 50% | 0% |
Average Corporate ROIC(5)
| Average Corporate ROIC(5) Targets and Payout Table for 2023 (in millions) | | | | 2023 | | 200% | 14.0% | | 100% | 12.0% | | 25% | 9.0% |
Cumulative Adjusted EBITDA(6)
| Cumulative Adjusted EBITDA(6) Achievement Levels and Payout Percentages for 2021-2023 PSU Award | | | | | | | Cumulative Adjusted EBITDA(6) (in millions) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $74.9 | 42.3% | 50% | 21.2% |
Cumulative Adjusted EBITDA(6)
| Cumulative Adjusted EBITDA(6) Targets and Payout Table for 2023 (in millions) | | | | 2023 | | 200% | $132.6 | | 100% | $102.0 | | 35% | $71.4 |
Cumulative Adjusted EBITDA(6)
| PSUs Earned in 2023 Under the 2021-2023 LTIP | | | | John F. Kasel | | 3,803 | | William M. Thalman | 0% Average Corporate ROIC(5) + 21.2% Cumulative Adjusted | 2,377 | | Patrick J. Guinee | EBITDA(6) = 21.2% Achievement of PSUs Awarded | 2,377 | | Brian H. Kelly | | 1,988 | | William F. Treacy, Jr. | | 1,469 |
Cumulative Adjusted EBITDA(6)
Average Corporate ROIC(5) was calculated as the three-year average of Corporate ROIC determined in each year of the performance period. Adjusted EBITDA(1) was also calculated each year of the three-year plan period. The sum of the three years Adjusted EBITDA is the Cumulative Adjusted EBITDA(6) result that was measured against the target goal. The Average Corporate ROIC(5) and Cumulative Adjusted EBITDA(6) targets were derived using a growth rate that results in increasing profitability and capital returns necessary year over year to attain the goal. For more information regarding the PSU and restricted stock awards granted to our NEOs, please see the Summary Compensation Table and Grants of Plan-Based Awards in 2023. Straight line interpolation is used to calculate results that fall between levels in the tables above.
Other Compensation Practices
Other Compensation Practices Retirement Plans The NEOs participate in the Company’s 401(k) and Profit Sharing Plan (“401(k) Plan”), a defined contribution retirement plan, qualifying under Section 401(k) of the Code, which is available to a broad segment of the Company’s employees. The Company’s contributions for 2023 to the 401(k) Plan with respect to our NEOs are included in the Summary Compensation Table (see page 51). There were no discretionary profit-sharing contributions made under the 401(k) Plan for 2023. The Company also maintains a Supplemental Executive Retirement Plan (the “SERP”) under which executive officers may accrue benefits unavailable under the 401(k) Plan because of Internal Revenue Code (the “Code”) limitations. These benefits are also included in the Summary Compensation Table and 2023 Non-Qualified Deferred Compensation table (see pages 51 and 55, respectively). The Company maintains these retirement plans for retention purposes and to provide a competitive opportunity for the Company’s employees to obtain a secure retirement. Anti-Hedging and Anti-Pledging Policy The Company’s Anti-Hedging and Anti-Pledging Policy is explained on page 35 above. No Employment Agreements The Company does not currently provide its NEOs with formal employment agreements. Separation Plan and Change-In-Control Arrangements The Separation Plan provides severance in the event of a change-in-control of the Company combined with a qualifying termination of each currently-employed NEO’s employment. The Committee believes that providing severance in these situations is beneficial to shareholders so that executives may remain unbiased when evaluating a transaction that may be beneficial to shareholders, yet could negatively impact their continued employment with the Company. In the event a participant experiences a qualifying employment termination in connection with a change-in-control of the Company, such participant is entitled to receive the participant’s base salary plus their target annual bonus multiplied by a “Benefit Factor” (subject to execution (and non-revocation) of a release of claims and compliance with confidentiality and one-year non-compete and customer and employee non-solicit obligations). The participants’ Benefit Factors are as follows:
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021 The following table sets forth information regarding compensation of the Company’s NEOs for the years 2023, 2022, and 2021:
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | John F. Kasel President and CEO | 2023 | $658,750 | — | $1,078,650 | $987,188 | $133,065(3) | $2,857,653 | | | 2022 | $572,917 | — | $1,484,515 | $589,050 | $88,539 | $2,735,021 | | | 2021 | $489,956 | — | $667,892 | $314,386 | $87,755 | $1,559,989 | | William M. Thalman EVP and Chief Financial Officer | 2023 | $380,800 | | $343,209 | $366,524 | $69,012(4) | $1,159,545 | | | 2022 | $354,167 | — | $570,145 | $200,277 | $35,300 | $1,159,889 | | | 2021 | $283,333 | | $591,962 | $149,600 | $26,617 | $1,051,513 | | Patrick J. Guinee EVP, General Counsel and Corporate Secretary | 2023 | $372,228 | | $294,172 | $303,186 | $71,239(5) | $1,040,825 | | | 2022 | $344,461 | — | $522,620 | $177,871 | $48,242 | $1,093,194 | | | 2021 | $322,932 | — | $333,874 | $129,172 | $45,827 | $831,805 | | Brian H. Kelly, EVP, HR and Administration | 2023 | $358,047 | | $294,172 | $291,966 | $80,802(6) | $1,024,987 | | | 2022 | $327,478 | — | $475,113 | $170,050 | $50,972 | $1,023,613 | | | 2021 | $297,707 | — | $287,770 | $119,083 | $64,502 | $769,062 | | William F. Treacy, Jr. EVP and Chief Growth Officer(8) | 2023 | $348,876 | | $245,147 | $258,248 | $48,443(7) | $900,714 |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (1) For 2023, the amounts represent the aggregate grant date fair value of the 2023-2024 LTIP awards computed in accordance with FASB ASC Topic 718 (ASC 718) (excluding the effect of estimated forfeitures). These grants consist of a combination of restricted stock and PSUs. For a discussion of valuation assumptions, see Note 15 of the Company’s 2023 Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The 2023 amounts listed in this table use the closing price of Company stock on February 14, 2023 of $11.62 per share and for the PSUs, the amounts are based on target performance. Maximum opportunity for PSUs is $1,294,375 for Mr. Kasel; $411,859 for Mr. Thalman; $353,016 for Mr. Guinee; $353,016 for Mr. Kelly; and $294,172 for Mr. Treacy. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (2) Amounts represent cash awards paid under the 2023 Annual Plan. For further information, please see pages 42-44. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (3) For Mr. Kasel, the 2023 amount includes: a 401(k) Company match of $19,800; a SERP contribution of $55,068; an auto allowance of $13,750; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $25,283; and $15,610 for financial planning services. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (4) For Mr. Thalman, the 2023 amount includes: a 401(k) Company match of $19,800; a SERP contribution of $15,065; an auto allowance of $13,750; Company-paid life insurance premium; Company-paid long-term disability; and club membership of $16,339. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (5) For Mr. Guinee, the 2023 amount includes: a 401(k) Company match of $19,355; a SERP contribution of $13,206; an auto allowance of $13,750; Company-paid life insurance premium; Company-paid long-term disability premium; professional and club memberships; and $15,610 for financial planning services. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (6) For Mr. Kelly, the 2023 amount includes: a 401(k) Company match of $15,278; a SERP contribution of $11,886; an auto allowance of $13,750; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $19,206 and financial planning services of $15,610. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (7) For Mr. Treacy, the 2023 amount includes: a 401(k) Company match of $19,800; a SERP contribution of $11,153; an auto allowance of $13,750; Company-paid life insurance premium and Company-paid long-term disability premium. |
SUMMARY COMPENSATION TABLE – 2023, 2022 AND 2021
| (8) Mr. Treacy was not a named executive officer in 2022 or 2021. |
GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023 The following table provides information on 2023 Non-Equity and Equity Incentive Plan Awards:
GRANTS OF PLAN-BASED AWARDS IN 2023
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John F. Kasel | | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | | | 2/14/2023 | — | — | — | 27,848 | 55,696 | 111,392 | — | 647,188 | | | 2/14/2023 | — | — | — | — | — | — | 37,131 | 431,462 | | William M. Thalman | — | 125,307 | 250,614 | 501,228 | — | — | — | — | — | | | 2/14/2023 | — | — | — | 8,861 | 17,722 | 35,444 | — | 205,930 | | | 2/14/2023 | — | — | — | — | — | — | 11,814 | 137,279 | | Patrick J. Guinee | — | 103,653 | 207,306 | 414,612 | — | — | — | — | — | | | 2/14/2023 | — | — | — | 7,595 | 15,190 | 30,380 | — | 176,508 | | | 2/14/2023 | — | — | — | — | — | — | 10,126 | 117,664 | | Brian H. Kelly | — | 99,817 | 199,634 | 399,268 | — | — | — | — | — | | | 2/14/2023 | — | — | — | 7,595 | 15,190 | 30,380 | — | 176,508 | | | 2/14/2023 | — | — | — | — | — | — | 10,126 | 117,664 | | William F. Treacy, Jr. | — | 88,290 | 176,580 | 353,160 | — | — | — | — | — | | | 2/14/2023 | — | — | — | 6,329 | 12,658 | 25,316 | — | 147,086 | | | 2/14/2023 | — | — | — | — | — | — | 8,439 | 98,061 |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (1) These grants reflect awards issued under the Annual Plan in 2023 as discussed on pages 42-44. Amounts actually paid under this plan to NEOs for 2023 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (2) These grants reflect awards of PSUs granted under the LTIP and the Company’s 2022 Equity and Incentive Compensation Plan for 2023 as discussed on pages 44-47. |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (3) This column includes restricted stock awards under the LTIP and the Company’s 2022 Equity and Incentive Compensation Plan for 2023 as discussed on pages 44-47. The fair market value for these shares on the grant date of February 14, 2023 was $11.62, the closing price per share on that day. |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (4) Reflects grant date fair value of PSU and restricted stock awards determined in accordance with ASC 718. For a discussion of the valuation assumptions, see Note 15 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
GRANTS OF PLAN-BASED AWARDS IN 2023
Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for a description of our plans and other compensatory arrangements with our NEOs that are reported in the Summary Compensation Table – 2023, 2022, and 2021 and Grants of Plan-Based Awards in 2023.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END Our NEOs held no outstanding stock options at fiscal year-end. The following table sets forth information regarding unvested stock awards held by the NEOs as of December 31, 2023:
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John F. Kasel | 98,263 | $2,160,803 | 162,419 | $3,571,594 | | William M. Thalman | 42,054 | $924,767 | 55,158 | $1,212,924 | | Patrick J. Guinee | 33,029 | $726,308 | 49,362 | $1,085,470 | | Brian H. Kelly | 31,410 | $690,706 | 47,111 | $1,035,971 | | William F. Treacy, Jr. | 24,429 | $537,194 | 36,362 | $799,600 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (1) This column includes unvested restricted stock awards granted under the LTIP in 2021, 2022, and 2023, a new hire grant for Mr. Thalman in 2021, and a promotional grant for Mr. Kasel in 2021. The vesting schedule of the restricted stock awards is described below: |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| Name | Grant Date | Vesting Date | Unvested Restricted Stock | | 2021 Restricted Stock Awards: | | | | | John F. Kasel | 2/26/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,080 | | John F. Kasel | 7/21/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 1,013 | | William M. Thalman | 3/01/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 1,925 | | William M. Thalman | 3/01/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 5,000 | | Patrick J. Guinee | 2/26/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 1,925 | | Brian H. Kelly | 2/26/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 1,610 | | William F. Treacy, Jr. | 2/26/2021 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 1,190 | | 2022 Restricted Stock Awards: | | | | | John F. Kasel | 2/17/2022 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 9,208 | | William M. Thalman | 2/17/2022 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 4,604 | | Patrick J. Guinee | 2/17/2022 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 4,220 | | Brian H. Kelly | 2/17/2022 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,837 | | William F. Treacy, Jr. | 2/17/2022 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 2,609 | | 2023 Restricted Stock Awards: | | | | | John F. Kasel | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 37,131 | | William M. Thalman | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 11,814 | | Patrick J. Guinee | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 10,126 | | Brian H. Kelly | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 10,126 | | William F. Treacy, Jr. | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 8,439 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
This column also includes:
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| • | The 2021-2023 PSU awards granted under the LTIP. These awards were subject to forfeiture after the performance period ended (December 31, 2023) and prior to the distribution date (February 13, 2024) when the underlying performance achievement was certified. The performance attainment for the Average Corporate ROIC metric was 0% and the attainment of the Cumulative Adjusted EBITDA metric was 73.4%, resulting in an overall payout of 21.2%. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| • | The first tranche of the 2022 PSUs earned for the first annual period (January 1, 2022 through December 31, 2022) of the 2022-2024 performance period upon certification of the performance results for such period on February 14, 2023. The performance attainment for the Corporate ROIC metric was 114.3% and the attainment for the Adjusted EBITDA metric was 73.5%, resulting in participants earning 93.9% of target for the first annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2025 upon final certification of results at the end of the full three-year performance period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| • | The second tranche of the 2022 PSUs earned for the second annual period (January 1, 2023 through December 31, 2023) of the 2022-2024 performance period upon certification of the performance results for such period on February 13, 2024. The performance attainment for the Average ROIC metric was 89.8% and the attainment for the Adjusted EBITDA metric was 105.3%, resulting in participants earning 96.3% of target for the second annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2025 upon final certification of results at the end of the full three-year performance period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| • | The first tranche of the 2023 PSUs earned for the first annual period (January 1, 2023 through December 31, 2023) of the 2023-2025 performance period upon certification of the performance results for such period on February 13, 2024. The performance attainment for the Economic Profit metric was 210.39% and the attainment for the Adjusted EBITDA metric was 122.10%, resulting in participants earning 187% of target for the first annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2026 upon final certification of results at the end of the full three-year performance period. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| Name | Grant Date | Vesting Date | Unvested PSUs | | 2021-2023 Performance Share Unit Awards: | | | | | John F. Kasel | 2/26/2021 | 3-year performance period ended 12/31/23; achievement certified and shares distributed 02/13/2024 | 3,803 | | William M. Thalman | 2/26/2021 | 3-year performance period ended 12/31/23; achievement certified and shares distributed 02/13/2024 | 2,377 | | Patrick J. Guinee | 2/26/2021 | 3-year performance period ended 12/31/23; achievement certified and shares distributed 02/13/2024 | 2,377 | | Brian H. Kelly | 2/26/2021 | 3-year performance period ended 12/31/23; achievement certified and shares distributed 02/13/2024 | 1,988 | | William F. Treacy, Jr. | 2/26/2021 | 3-year performance period ended 12/31/23; achievement certified and shares distributed 02/13/2024 | 1,469 | | 2022-2024 Performance Share Unit Awards (2022 and 2023 Tranches): | | | | | John F. Kasel | 2/17/2022 | PSUs vest in February 2025 upon final certification of results. | 12,783 | | William M. Thalman | 2/17/2022 | PSUs vest in February 2025 upon final certification of results. | 6,392 | | Patrick J. Guinee | 2/17/2022 | PSUs vest in February 2025 upon final certification of results. | 5,859 | | Brian H. Kelly | 2/17/2022 | PSUs vest in February 2025 upon final certification of results. | 5,327 | | William F. Treacy, Jr. | 2/17/2022 | PSUs vest in February 2025 upon final certification of results. | 3,621 | | 2023-2025 Performance Share Unit Awards (2023 Tranche): | | | | | John F. Kasel | 2/14/2023 | PSUs vest in February 2026 upon final certification of results | 31,245 | | William M. Thalman | 2/14/2023 | PSUs vest in February 2026 upon final certification of results | 9,942 | | Patrick J. Guinee | 2/14/2023 | PSUs vest in February 2026 upon final certification of results | 8,522 | | Brian H. Kelly | 2/14/2023 | PSUs vest in February 2026 upon final certification of results | 8,522 | | William F. Treacy, Jr. | 2/14/2023 | PSUs vest in February 2026 upon final certification of results | 7,101 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (2) For Restricted Stock, PSUs, Performance-Based Stock Awards, (“PBSAs”), and Special PSUs, values are based on the Company’s December 29, 2023 closing price of $21.99 per share. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3) This column reflects the number of unvested tranches of the 2022 and 2023 PSU awards, 2021 PBSAs, and 2022 Special PSUs for which the performance conditions had not been satisfied as of December 31, 2023. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3a) the 2022-2024 LTIP PSU awards were granted on February 17, 2022. These PSUs may be earned based on annual achievement of the underlying performance metrics during each of the three years of the performance period, but such earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2025 upon final certification of results at the end of the full three-year performance period. PSUs earned for the first and second annal periods are included in footnote (1) above. The number of shares included for these awards assumes target performance for the 2024 tranche and includes the following: Mr. Kasel 13,407 shares; Mr. Thalman 6,703 shares; Mr. Guinee 6,144 shares, Mr. Kelly 5,586 shares; and Mr. Treacy 3,798 shares. The expected performance attainment for the Corporate ROIC portion of this grant as of December 31, 2023 is 89.8%, and the expected attainment of the Adjusted EBITDA portion of this grant is 105.3%. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3b) the 2023-2025 LTIP PSU awards were granted on February 14, 2023. These PSUs may be earned based on annual achievement of the underlying performance metrics during each of the three years of the performance period, but such earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2026 upon final certification of results at the end of the full three-year performance period. PSUs earned for the first annual period (2023) are included in footnote (1) above. The number of shares included for these awards assumes maximum performance for 2024 and 2025 tranches and includes the following: Mr. Kasel 77,974 shares; Mr. Thalman 24,811 shares; Mr. Guinee 21,266 shares, Mr. Kelly 21,266 shares; and Mr. Treacy 17,721 shares. The expected performance attainment for the Economic Profit Improvement portion of this grant as of December 31, 2023 is 210.39%, and the expected attainment of the Cumulative Adjusted EBITDA portion of this grant is 122.1%. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3c) the 2021 PBSAs were granted on March 1, 2021. Assuming achievement of the underlying performance conditions, PSU awards will be settled and be paid in shares of the Company’s common stock on the fifth anniversary of the award. The number of shares included for these awards assumes target performance and includes the following: 3,333 shares each for Messrs. Kasel, Thalman, Guinee, Kelly, and Treacy. The expected performance attainment of this grant is 80.8% |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| (3d) the 2022-2025 Special PSUs were granted on June 2, 2022. The number of shares included for these awards assumes target performance and includes the following: Mr. Kasel 67,705 shares; Mr. Thalman 20,311 shares; Mr. Guinee 18,619 shares; Mr. Kelly 16,926 shares; and Mr. Treacy 11,510 shares. The expected performance attainment for the EBITDA Margin portion of this grant is 100%, and the expected attainment of the stock price portion of this grant is 47.5%. |
2023 OPTION EXERCISES AND STOCK VESTED
2023 OPTION EXERCISES AND STOCK VESTED There were no stock options exercised by our NEOs during 2023. The following table discloses the number of stock awards held by our NEOs that vested during 2023.
2023 OPTION EXERCISES AND STOCK VESTED
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John F. Kasel | 11,208 | $143,534 | | William M. Thalman | 9,227 | $116,429 | | Patrick J. Guinee | 5,479 | $70,167 | | Brian H. Kelly | 4,972 | $63,675 | | William F. Treacy, Jr. | 3,499 | $44,810 |
2023 OPTION EXERCISES AND STOCK VESTED
| (1) With respect to restricted stock, Mr. Kasel received distributions of 4,604 shares on February 17, 2023 at $12.81 (closing price on that day) per share, 2,512 shares on February 20, 2023 at $12.81 (closing price on February 17, 2023, the last preceding business day) per share, 4,092 shares on February 26, 2023 at $12.80 (closing price on February 24, 2023, the last preceding business day) per share; Mr. Thalman received distributions of 2,302 shares on February 17, 2023 at $12.81 (closing price on that day) per share, 1,925 shares on February 26, 2023 at $12.80 (closing price on February 24, 2023, the last preceding business day) per share, 5,000 shares on March 1, 2023 at $12.46 (closing price on that day) per share; Mr. Guinee received a distribution of 2,110 shares on February 17, 2023 at $12.81 (closing price on that day) per share, 1,444 shares on February 20, 2023 at $12.81 (closing price on February 17, 2023, the last preceding business day) per share, 1,925 shares on February 26, 2023 at $12.80 (closing price on February 24, 2023, the last preceding business day) per share; Mr. Kelly received distributions of 1,918 shares on February 17, 2023 at $12.81 (closing price on that day) per share, 1,444 shares on February 20, 2023 at $12.81 (closing price on February 17, 2023, the last preceding business day) per share, 1,610 shares on February 26, 2023 at $12.80 (closing price on February 24, 2023, the last preceding business day) per share; and Mr. Treacy received a distribution of 1,304 shares on February 17, 2023 at $12.81 (closing price on that day) per share, 1,005 shares on February 20, 2023 at $12.81 (closing price on February 17, 2023, the last preceding business day) per share, 1,190 shares on February 26, 2023 at $12.80 (closing price on February 24, 2023, the last preceding business day) per share. Please see the Outstanding Equity Awards at 2023 Fiscal Year End table for a discussion of the 2021-2023 PSU awards; those underlying performance conditions were certified by the Compensation Committee of the Board of Directors as having been achieved and the shares distributed in 2024. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
2023 NON-QUALIFIED DEFERRED COMPENSATION The following table discloses the contribution, earnings and balances under the Company’s defined contribution plan that provides for the deferred compensation on a non-qualified tax basis:
2023 NON-QUALIFIED DEFERRED COMPENSATION
| Name | Registrant Contributions in 2023(1) | Aggregate Earnings in 2023(2) | Aggregate Balance at December 31, 2023(3) | | John F. Kasel | $55,068 | $10,808 | $248,337 | | William M. Thalman | $15,065 | $1,064 | $24,438 | | Patrick J. Guinee | $13,206 | $2,877 | $66,104 | | Brian H. Kelly | $11,886 | $3,168 | $72,796 | | William F. Treacy, Jr. | $11,153 | $1,130 | $25,956 |
2023 NON-QUALIFIED DEFERRED COMPENSATION
| (1) Amounts represent 2023 Company contributions to the SERP, which are included in the “All Other Compensation” column of the Summary Compensation table as described on page 51. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
| (2) Amounts represent interest earned in 2023. In accordance with the SERP, the Company applies interest to the benefit amount using the calendar year’s rate of return of Fidelity’s Managed Income Portfolio as of December 29, 2023, or a one-year annualized Treasury Bill interest rate as of the last Friday of the year, whichever is higher. For 2023, these rates were 1.77% and 4.55% respectively. The interest rate applied to the benefit in 2023 was 4.55%. These interest amounts are not included in the Summary Compensation Table – 2023, 2022 and 2021 as they are not considered to be “above market” or preferential. |
2023 NON-QUALIFIED DEFERRED COMPENSATION
| (3) Amounts represent total SERP balance as of December 31, 2023. Amounts also include Company contributions to the SERP which were reported in the Summary Compensation Table for the prior fiscal years in which the executive was a NEO: $23,292 (2022) and $15,161 (2021) for Mr. Kasel; $7,951 (2022) for Mr. Thalman; $6,745 (2022) and $5,247 (2021) for Mr. Guinee; and $5,662 (2022) and $3,931 (2021)) for Mr. Kelly. Mr. Treacy was not an NEO in 2022 or 2021. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Change-In-Control and/or Related Termination of Employment
| (6) This disclosure assumes that, in the event of a change in control, the acquiror will assume and replace outstanding equity awards. In the case of a double-trigger event (change in control and qualifying termination), the PSUs for the PBSAs and Special PSUs that were awarded in both 2021 (2021-2026 Performance Based Stock Retention Program) and 2022 (2022-2025 Strategic Transformation Plan) would be earned and vest at target values; the 2022-2024 PSUs would be earned based on actual performance for the 2022 and 2023 tranches and target for the 2024 tranche; and the 2023-2025 PSUs would be earned based on actual performance for the 2023 tranche and at target for the 2024 and 2025 tranches. Outstanding restricted stock awards would also vest. All values use the closing stock price of $21.99 for L.B. Foster Company on December 29, 2023. |
PAY VERSUS PERFORMANCE (PVP)
PAY VERSUS PERFORMANCE (PVP) The following table and related disclosures provide information about the relationship between compensation actually paid to our Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company pursuant to an SEC-prescribed methodology, which is different from the SEC-prescribed methodology required for the Summary Compensation Table and related disclosures.
PAY VERSUS PERFORMANCE (PVP)
| 2023 PAY VERSUS PERFORMANCE | | | | | | | | | | Year | Summary Compensation Table Total for Former PEO(1) | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to Former PEO(1)(3) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return | Net Income (Loss) (Thousands) $) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (h) | | 2023 | — | $2,857,653 | — | $5,154,361 | $1,030,187 | $1,694,018 | $146.11 | $1,299 | | 2022 | — | $2,735,021 | — | $1,761,087 | $1,056,867 | $696,180 | $64.32 | ($45,677) | | 2021 | $2,961,796(4) | $1,559,989(4) | $1,654,005 | $1,075,030 | $749,589(4) | $527,394 | $91.36 | $3,471 |
PAY VERSUS PERFORMANCE (PVP)
Note: Totals may not foot due to rounding.
PAY VERSUS PERFORMANCE (PVP)
| (1) Robert P. Bauer served as our principal executive officer (“PEO”) from January 1, 2021 to July 21, 2021 (“Former PEO”) and John F. Kasel served as our PEO from July 21, 2021 to December 31, 2021 and for the full years of 2022 and 2023. The Non-PEO NEOs (the “Non-PEO NEOs”) reflected in columns (d) and (e) include the following individuals: James Kempton (2021), Patrick J. Guinee (2021, 2022 and 2023), Brian H. Kelly (2021, 2022 and 2023), Gregory W. Lippard (2021 and 2022), William M. Thalman (2021, 2022 and 2023), and William F. Treacy, Jr. (2023). |
PAY VERSUS PERFORMANCE (PVP)
| (2) Certain values in the table above and footnotes below differ as compared to our 2023 proxy statement due to minor miscalculations in our disclosure last year. |
PAY VERSUS PERFORMANCE (PVP)
| (3) The following amounts were deducted from / added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid (“CAP”) to our PEO and Former PEO, and average CAP to our Non-PEO NEOs for 2021, 2022, and 2023. |
PAY VERSUS PERFORMANCE (PVP)
PEO SCT Total to CAP Reconciliation
PAY VERSUS PERFORMANCE (PVP)
| Fiscal Year | 2021 | 2022 | 2023 | | SCT Total | $1,559,989 | $2,735,021 | $2,857,653 | | - SCT “Stock Awards” column value | ($667,892) | ($1,484,515) | ($1,078,650) | | - SCT “Option Awards” column value | $0 | $0 | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $480,235 | $837,653 | $2,041,266 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Are Outstanding and Unvested as of the Covered Year-End | ($319,119) | ($341,262) | $1,297,912 | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $21,818 | $14,190 | $36,181 | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During Fiscal Year | $0 | $0 | $0 | | + Dollar Value of Dividends/Earnings Paid Prior to the Vesting Date on Equity Awards in the Covered Year | $0 | $0 | $0 | | + Excess Fair Value for Equity Award Modifications | $0 | $0 | $0 | | Compensation Actually Paid | $1,075,030 | $1,761,087 | $5,154,361 |
PAY VERSUS PERFORMANCE (PVP)
Former PEO SCT Total to CAP Reconciliation
PAY VERSUS PERFORMANCE (PVP)
| Fiscal Year | 2021 | 2022 | 2023 | | SCT Total | $2,961,796 | — | — | | - SCT “Stock Awards” column value | ($929,250) | — | — | | - SCT “Option Awards” column value | $0 | — | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $144,801 | — | — | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Are Outstanding and Unvested as of the Covered Year-End | ($621,877) | — | — | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year | $259,311 | — | — | | +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $22,663 | — | — | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During Fiscal Year | ($183,439) | — | — | | + Dollar Value of Dividends/Earnings Paid Prior to the Vesting Date on Equity Awards in the Covered Year | $0 | — | — | | + Excess Fair Value for Equity Award Modifications | $0 | — | — | | Compensation Actually Paid | $1,654,005 | — | — |
PAY VERSUS PERFORMANCE (PVP)
Non-PEO NEO Average SCT Total to Average CAP Reconciliation
PAY VERSUS PERFORMANCE (PVP)
| Fiscal Year | 2021 | 2022 | 2023 | | SCT Total | $749,589 | $1,056,867 | $1,030,187 | | - SCT “Stock Awards” column value | ($323,929) | ($486,997) | ($294,175) | | - SCT “Option Awards” column value | $0 | $0 | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $215,558 | $281,294 | $556,704 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Are Outstanding and Unvested as of the Covered Year-End | ($110,241) | ($162,533) | $386,518 | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $8,983 | $7,549 | $14,784 | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During Fiscal Year | ($12,567) | $0 | $0 | | + Dollar Value of Dividends/Earnings Paid Prior to the Vesting Date on Equity Awards in the Covered Year | $0 | $0 | $0 | | + Excess Fair Value for Equity Award Modifications | $0 | $0 | $0 | | Compensation Actually Paid | $527,394 | $696,180 | $1,694,018 |
PAY VERSUS PERFORMANCE (PVP)
| (4) Summary Compensation Table totals differ as compared to the values included in our 2022 Proxy Statement, as the reported 2021 Stock Award amounts have been adjusted to reflect a corrected valuation of the 2021-2026 Performance Based Stock Award Retention Program. The value for each of the Former PEO, the PEO and each Non-PEO was overstated in our 2022 Proxy Statement by $10,916. |
PAY VERSUS PERFORMANCE (PVP)
Pay Versus Performance Relationship Descriptions CHARTS OF CAP VERSUS PERFORMANCE METRICS The chart below illustrates the relationship between the PEO, Former PEO and Non-PEO NEOs’ CAP amounts and the Company’s TSR during the period 2021-2023. The chart below illustrates the relationship between the PEO, Former PEO and Non-PEO NEO’s CAP amounts and the Company’s Net Income during the period 2021-2023. Supplemental Disclosure The charts below illustrate the relationship between the current PEO and other NEOs’ SCT Total Compensation, total shareholder return, and CAP amounts during the period 2021-2023. This relationship reflects the impact of changes in the Company’s stock price performance on the amount of Compensation Actually Paid in each year in relation to the amount reported in the Summary Compensation Table for the current PEO and other NEOs.
PAY VERSUS PERFORMANCE (PVP)
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