DEF 14A of Kewaunee Scientific Corp /De/
Filed Jul 8, 2024 · FY20240001140361-24-032657
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS One Class II director is to be elected at the meeting. The Board of Directors, at its meeting on April 23, 2024, upon the recommendation of the Nominating and Corporate Governance Committee, selected Mr. Keith M. Gehl as the nominee for re-election as director at the annual meeting, to serve for a three-year term. The nominee is serving as a director as of the date of this Proxy Statement. The nominee receiving the greatest number of votes at the annual meeting will be elected director. Unless a stockholder indicates otherwise on the proxy card and the proxy card is validly executed and returned, the stockholder’s shares will be voted for the election of the nominee named below. If due to circumstances not now foreseen, the nominee becomes unavailable for election, the proxies will be voted for such other person or persons as the Board of Directors may select, or the Board will make an appropriate reduction in the number of directors to be elected. Information on the current nominee for Class II director and the current Class I and III directors is shown below. Class II director nominated for re-election to serve until the annual meeting of stockholders in 2027: KEITH M. GEHL, 65, was elected a director of the Company in April 2015. He previously served as Senior Vice President of Real Estate & Facilities of Family Dollar Stores Inc. from 2003 until his retirement in June 2013. From 1989 to 2003, Mr. Gehl held a number of management positions with Food Lion, Inc. At Food Lion, he served as Director of Internal Audit from 1989 to 1996, Director of Store Operations from 1996 to 1997, Vice-President Real Estate and Construction from 1997 to 2000, and Executive Vice President Real Estate and Business Strategy from 2000 to 2003. Mr. Gehl serves on the Board of Morton Buildings, a construction company headquartered in Morton, Illinois, and previously served on the Board of RONA, Inc., a Canadian home improvement retailer. Mr. Gehl holds an accounting degree from Valparaiso University and is a Certified Public Accountant (CPA). We believe Mr. Gehl is well suited to serve on our Board due to his many years of experience as a financial executive. Class I directors continuing in office to serve until the annual meeting of stockholders in 2026: THOMAS D. HULL III, 48, was elected President and Chief Executive Officer and appointed a member of the Board in March 2019. He joined the Company in November 2015 as Chief Financial Officer and Vice President of Finance, Corporate Secretary and Treasurer. Prior to joining the Company, Mr. Hull was the Vice President of Finance, Accounting and Information Technology of ATI Specialty Materials, a subsidiary of ATI Inc. (formerly Allegheny Technologies Incorporated), a world leader in the production of nickel-based superalloys, titanium-based alloys, and specialty steels for the aerospace, oil and gas, and medical industries, from August 2011 to October 2015. From January 1998 to July 2011, Mr. Hull held several management positions with Ernst & Young. Mr. Hull is a Certified Public Accountant (inactive status), has a Master of Business Administration degree from the University of Pittsburgh, Joseph M. Katz School of Business, and a Bachelor of Science degree in Accounting from LaRoche College. We believe Mr. Hull is well suited to serve on our Board due to his extensive experience serving public companies while at Ernst & Young, his broad industry experience, his education and his knowledge of the business and markets in which the Company competes. DAVID S. RHIND, 61, was elected a director of the Company in April 2008. Mr. Rhind is an attorney-at-law. From June 2012 to March 2015, Mr. Rhind served as Deputy General Counsel for Hudson Global, Inc. (formerly Hudson Highland Group, Inc.) of New York, New York, a leading provider of specialized professional recruitment, recruitment outsourcing, talent management, and related staffing services and solutions. From July 2003 to June 2012, Mr. Rhind was General Counsel, North America, for Hudson. From October 1995 to June 2003, he was Associate General Counsel at Technology Solutions Company of Chicago, a technology consulting and systems integration company. We believe Mr. Rhind is well suited to serve on our Board due to his many years of experience in legal matters, his overall business acumen, and his understanding of the long-term interests of the Company and its stockholders. JOHN D. RUSSELL, 71, was elected a director of the Company in May 2011. Since May 2023, Mr. Russell has served as Chairman of Morton Buildings, a construction company headquartered in Morton, Illinois. From November 2015 to April 2023, Mr. Russell has served as the Chief Executive Officer and Chairman of the Board of Morton Buildings. From September 2012 to November 2015, Mr. Russell was a Managing Director of ForteONE, a Chicago-based consulting firm focused on growing revenues and profitability of middle market companies. From June 2006 until March 2014, Mr. Russell was a business consultant and a Board Member for Strategic Materials Incorporated, the largest glass recycling business in North America. From September 2007 to May 2010 he was the President and Chief Executive Officer of Maysteel LLC, a precision metal fabricator in Menomonee Falls, Wisconsin. From April 2002 to April 2006 he was President and Chief Executive Officer of Neoplan USA, a manufacturer of heavy duty transit buses. Prior to April 2002, Mr. Russell held various executive positions with Brunswick Corporation where he was a Corporate Officer, and he was a partner at McKinsey and Company. Mr. Russell earned an MBA from the University of Chicago and is currently a Governance Fellow and Leadership Fellow with the NACD. We believe Mr. Russell is well suited to serve on our Board due to his experience as chief executive officer of three different companies, his other executive management experience, his experience as a director of another company, his business education, and his accreditations with the NACD. Class III directors continuing in office to serve until the annual meeting of stockholders in 2025: MARGARET B. PYLE, 72, was elected a director of the Company in February 1995. Ms. Pyle serves as Vice Chairman and CEO of The Pyle Group, a financial services and investment company, where she had previously served as Chief Legal Counsel and Vice Chair from 2007 to 2020. Ms. Pyle has also been Vice President, Secretary, Treasurer, and Director of Uniek, Inc., a home decor company, since 2020. She was engaged in the practice of corporate law in Milwaukee and Madison, Wisconsin from 1978 to 2023 and was the sole Trustee and Chief Executive Officer of the Allis-Chalmers Corporation Product Liability Trust from June 1996 until its termination in March 2012 and sole Trustee and Chief Executive Officer of the Ranger Industries, Inc. Product Liability Trust from April 2012 until its termination in April 2020. We believe Ms. Pyle is well suited to serve on our Board due to her many years of experience in a variety of legal matters relevant to the Company, her 29 years of experience as a director of the Company and her understanding of the long-term interests of the Company and its stockholders. DONALD F. SHAW, 73, was elected a director of the Company on June 1, 2013. He previously served as President, Chief Executive Officer, and Chairman of the Board of ISEC, Inc., a high-end commercial interior subcontractor, from 2004 until his retirement in March 2013. Mr. Shaw held the position of Executive Vice President of ISEC, Inc. from 1988 to 2004 and served in various sales management positions with ISEC from 1977 to 1988. We believe Mr. Shaw is well suited to serve on our Board due to his wealth of knowledge in the construction industry and his experience as chief executive officer and in other management positions of a highly successful company.
ELECTION OF DIRECTORS
Except as otherwise indicated, each director and nominee has had the principal occupation mentioned above for more than five years. Except for Mr. Hull, each director and nominee is an independent director. The Board of Directors has a policy whereby any director reaching age 75 during his/her term is expected to retire at the end of the term.
The Board of Directors recommends a vote FOR the election of the foregoing nominee for election as
The Board of Directors recommends a vote FOR the election of the foregoing nominee for election as Class II director.
Director Compensation
Director Compensation In fiscal year 2024, each non-employee director of the Company received an annual retainer of $100,000. Under the Company’s director compensation program, the annual retainer was payable half in cash ($50,000), payable monthly, and half in fully vested shares of Company common stock ($50,000, with the number of shares based on the average of the high price and low price of the common stock on the grant date, intended to be May 1 of each year), except that directors who have satisfied the Company’s stock ownership guidelines could elect to receive cash in lieu of stock. In addition, the Chairs of the Nominating and Corporate Governance Committee, Financial/Planning Committee, and Compensation Committee each received an annual cash fee of $10,000; the Chair of the Audit Committee received an annual cash fee of $15,000; and the non-employee Chair of the Board received an annual cash fee of $20,000. Directors were also reimbursed for their expenses for each Board and committee meeting attended. All director equity compensation awards granted in fiscal year 2024 were under the Kewaunee Scientific Corporation 2017 Omnibus Plan (the “2017 Plan”).
Director Compensation Table
Director Compensation Table The following table sets forth fiscal year 2024 compensation for each non-employee director of the Company who served during fiscal year 2024. During the year, Mr. Hull served as an employee director of the Company and received no additional compensation for his services as a director. See the Summary Compensation Table for disclosure related to the compensation received by Mr. Hull.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Keith M. Gehl | 104,997 | 10,003 | 115,000 | | Margaret B. Pyle | 110,000 | — | 110,000 | | David S. Rhind | 120,000 | — | 120,000 | | John D. Russell | 110,000 | — | 110,000 | | Donald F. Shaw | 110,000 | — | 110,000 |
Director Compensation Table
| (1) Under the Company’s director compensation program, directors who have satisfied the Company’s stock ownership guidelines may elect to receive cash in lieu of director fees otherwise payable in fully vested shares of Company common stock. |
Director Compensation Table
| (2) The amount shown reflects the aggregate grant date fair value of the stock award computed in accordance with Financial Accounting Standards Board Codification Topic 718 (“FASB ASC 718”). See Note 7 to the Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K for discussion of the assumptions underlying the value of stock awards. |
Background
| • | Reward both short-term and long-term performance consistent with the Company’s strategy to drive both revenue growth and margin expansion; |
Background
| • | Provide that a significant portion of each executive officer’s compensation is at risk, subject to the achievement of specifically identified short-term and long-term goals; and |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Bonus ($)(2) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Thomas D. Hull III President and Chief Executive Officer | 2024 | 431,042 | 660,000 | 250,000 | 726,000 | 53,361 | 2,120,403 | | | 2023 | 384,375 | 225,000 | — | 319,583 | 36,727 | 965,685 | | Donald T. Gardner III Vice President Finance and Chief Financial Officer | 2024 | 316,667 | 260,000 | — | 357,500 | 18,812 | 952,979 | | | 2023 | 271,667 | 169,500 | — | 189,613 | 15,559 | 646,339 | | Douglas Batdorff Vice President of Manufacturing Operations | 2024 | 249,833 | 85,309 | — | 193,309 | 23,214 | 551,665 | | | 2023 | 242,556 | 82,824 | — | 117,641 | 19,554 | 462,575 |
Summary Compensation Table
| (1) For 2024 as well as 2023 this reflects the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 7 to the Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K for a discussion of the assumptions underlying the value of the RSUs. See “Annual Incentive Compensation” and “Long-Term Incentive Plan” on page 12 for a discussion of the vesting conditions applicable to RSUs. |
Summary Compensation Table
| (2) The amount listed for Mr. Hull represents a retention bonus paid by the Company. |
Summary Compensation Table
| (3) The amounts listed for each named executive officer consist of matching and non-matching contributions made or accrued by the Company on behalf of that executive officer to the Company’s 401(k) Incentive Savings Plan and 401 Plus Executive Deferred Compensation Plan. The 2024 matching contributions made by the Company for the 401(k) Incentive Savings Plan were $30,841, $18,812 and $12,189 for Messrs. Hull, Gardner and Batdorff, respectively. The 2024 matching contributions made by the Company to the 401 Plus Executive Deferred Compensation Plan were $22,520 and $11,025 for Messrs. Hull and Batdorff, respectively. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Thomas D. Hull III | 6,000 | — | 16.64 | 11/2/2025 | — | — | — | — | | | 6,000 | — | 23.62 | 8/31/2026 | — | — | — | — | | | | | | | 5,097(5) | 181,951 | — | — | | | | | | | 10,714(6) | 382,490 | — | — | | | | | | | 12,398(7) | 442,609 | 43,393(7) | 1,549,130 | | Donald T. Gardner III | | | | | 2,427(5) | 86,644 | — | — | | | | | | | 6,071(6) | 216,747 | — | — | | | | | | | 4,884(7) | 174,359 | 17,095(7) | 610,292 | | Douglas Batdorff | | | | | 1,689(5) | 60,297 | — | — | | | | | | | 3,944(6) | 140,801 | — | — | | | | | | | 1,603(7) | 57,227 | 5,609(7) | 200,241 |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (1) The options listed in this table are fully vested. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (2) Represents unvested time-based RSUs. Time-based RSUs will vest in equal installments on each anniversary of the grant date over a three-year period. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (3) Represents unvested performance-based RSUs. Performance-based RSUs will vest following a three-year performance period based on the achievement of performance targets over such period. The performance targets for these performance-based awards relate to financial and non-financial improvements over the three year performance period. Attainment of the financial component of the plan is contingent upon achieving specific EBITDA targets. Amounts shown assume achievement of performance goals at maximum achievement. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (4) The closing trading price for the Company’s common stock was $35.70 on April 30, 2024. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (5) RSUs granted on June 23, 2021 |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (6) RSUs granted on June 29, 2022 |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2024)
| (7) RSUs granted on June 28, 2023 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE For the purposes of this Section, we have elected to take advantage of certain of the scaled disclosure available to the Company for smaller reporting companies. 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 to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section and the executive compensation tables contained in this Proxy Statement.
PAY VERSUS PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(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 Company Total Shareholder Return(5) | Net Income (thousands)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | $2,120,403 | $3,761,783 | $752,322 | $1,238,630 | $297.50 | $18,753 | | 2023 | $965,685 | $1,070,045 | $554,457 | $598,100 | $135.42 | $738 | | 2022 | $869,717 | $944,729 | $457,390 | $484,657 | $118.83 | $(6,126) |
PAY VERSUS PERFORMANCE
| 1 | This column represents the amount of total compensation reported for Mr. Hull (our President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). For further information concerning Mr. Hull’s total compensation, please refer to the Summary Compensation Table in the applicable proxy statement. |
PAY VERSUS PERFORMANCE
| 2 | This column represents the amount of “compensation actually paid” to Mr. Hull, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hull during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Hull’s total compensation for fiscal year 2024 to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Reported Summary Compensation Table Total for PEO(a) | Reported Summary Compensation Table Value of PEO Equity Awards(b) | Adjusted Value of Equity Awards(c) | Compensation Actually Paid to PEO | | 2024 | $2,120,403 | $660,000 | $2,301,380 | $3,761,783 |
PAY VERSUS PERFORMANCE
| a. | This column represents the amount of total compensation reported for Mr. Hull for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. For further information concerning Mr. Hull’s total compensation, please refer to the Summary Compensation Table in the proxy statement. |
PAY VERSUS PERFORMANCE
| b. | This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. For further information concerning Mr. Hull’s equity awards, please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the amount reported under the “Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid for fiscal year 2024. |
PAY VERSUS PERFORMANCE
| c. | This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount in the “Adjusted Value of Equity Awards” column replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Hull to arrive at compensation actually paid to Mr. Hull for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject 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 awards in the Subject 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 Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2024 | $1,991,739 | $307,524 | — | $2,117 | — | — | $2,301,380 | | 2023 | $261,154 | $59,555 | — | $8,651 | — | — | $329,360 | | 2022 | $217,715 | $59,891 | — | $7,406 | — | — | $285,012 |
PAY VERSUS PERFORMANCE
The fair value or change in fair value, as applicable, of stock awards was determined by reference to (1) with respect to RSUs without a performance condition, the closing price of our common stock on the applicable measurement date and (2) with respect to performance-based RSUs, the probability achievement of the related performance condition(s) on the applicable measurement date. The valuation assumptions used to calculate fair values did not otherwise materially differ from those at the time of grant.
PAY VERSUS PERFORMANCE
| 3 | This column represents the average of the amounts reported for the Company’s named executive officers as determined in accordance with Item 402(m)(2) of Regulation S-K (NEOs) as a group (excluding Mr. Hull), as reported in the “Total” column of the Summary Compensation Table in each applicable fiscal year. For further information concerning our NEOs’ (excluding Mr. Hull) total compensation, please refer to the Summary Compensation Table in the applicable proxy statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Hull) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2024, Messrs. Gardner and Batdorff, (ii) for 2023, Messrs. Gardner and Batdorff, and (iii) for 2022, Messrs. Gardner and Batdorff. |
PAY VERSUS PERFORMANCE
| 4 | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Hull), 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 NEOs as a group (excluding Mr. Hull) during the applicable fiscal 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 NEOs as a group (excluding Mr. Hull) for fiscal year 2024 to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c): |
PAY VERSUS PERFORMANCE
| Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Average Non- PEO NEO Adjusted Value of Equity Awards(c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $752,322 | $172,655 | $658,963 | $1,238,630 |
PAY VERSUS PERFORMANCE
| a. | This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Hull) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. For further information concerning our NEOs’ (excluding Mr. Hull) total compensation, please refer to the Summary Compensation Table in this Proxy Statement for the applicable fiscal year. |
PAY VERSUS PERFORMANCE
| b. | This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Hull) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year. For further information concerning our NEOs’ (excluding Mr. Hull) equity awards, please refer to the Summary Compensation Table in the proxy statement for the applicable fiscal year. The amount in this column is replaced with the amount reported under the “Average Non-PEO NEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid for fiscal year 2024. |
PAY VERSUS PERFORMANCE
| c. | This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Hull) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year determined using the same methodology described above in Note 2(c). For each fiscal year, the adjusted amount in the “Average Non-PEO NEO Adjusted Value of Equity Awards” column replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Hull) to |
PAY VERSUS PERFORMANCE
arrive at compensation actually paid to each NEO (excluding Mr. Hall) for that fiscal year, which is then averaged to determine the average compensation actually paid to the NEOs (excluding Mr. Hull) for that fiscal year. The amounts added or subtracted to determine the adjusted average amount are as follows:
PAY VERSUS PERFORMANCE
| Fiscal Year | Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Average Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year and Vested in the Fiscal Year | Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Average Value of Equity Awards | | 2024 | $521,059 | $137,424 | — | 480 | — | — | $658,963 | | 2023 | $122,062 | $22,943 | $21,000 | $3,801 | — | — | $169,805 | | 2022 | $88,041 | $21,512 | $13,735 | $2,515 | — | — | $125,802 |
PAY VERSUS PERFORMANCE
| 5 | Company total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (fiscal year 2022 and fiscal years 2022-2023 and 2023-2024), 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. |
PAY VERSUS PERFORMANCE
| 6 | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
PAY VERSUS PERFORMANCE
Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section and the executive compensation tables contained in this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section and the executive compensation tables contained in this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. 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 Cumulative Company TSR The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $3,761,783, $1,070,045, and $944,729 for fiscal years 2024, 2023, and 2022, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Hull), as computed in accordance with Item 402(v) of Regulation S-K, was $1,238,630, $598,100, and $484,657 for fiscal years 2024, 2023, and 2022, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $297.50, $135.42 and $118.83 for fiscal years 2024, 2023, 2022 respectively. Please see Note 5 above for additional information related to the computation of Company TSR. Compensation Actually Paid and Company Net Income The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $3,761,783, $1,070,045, and $944,729 for fiscal years 2024, 2023, and 2022, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Hull), as computed in accordance with Item 402(v) of Regulation S-K, was $1,238,630, $598,100, and $484,657 for fiscal years 2024, 2023, and 2022, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was $18,753,000, $738,000, and ($6,126,000) for fiscal years 2024, 2023, and 2022, respectively.
Payments upon Termination or Change in Control
Payments upon Termination or Change in Control The following table includes information regarding the estimated amount of payments and other benefits each named executive officer would receive if his employment with the Company was terminated on April 30, 2024.
Payments upon Termination or Change in Control
| Name and Benefits | Termination Without Cause and no Change in Control ($)(1) | Termination Without Cause or Good Reason after Change in Control ($)(2) | | Thomas D. Hull III | | | | Base salary | $440,000 | $880,000 | | Annual bonus | — | 660,000 | | Medical & disability insurance(3) | 19,251 | — | | Total | $459,251 | $1,540,000 | | Donald T. Gardner III | | | | Base salary | $325,000 | $650,000 | | Annual bonus | — | 325,000 | | Medical & disability insurance(3) | 18,991 | — | | Total | $343,991 | $975,000 | | Douglas Batdorff | | | | Base salary | $251,051 | $251,051 | | Annual Bonus | — | 87,868 | | Medical & disability insurance(3) | 6,399 | — | | Total | $257,450 | $338,919 |
Payments upon Termination or Change in Control
| (1) Amounts listed in this column are consistent with the Company’s historical severance practices. |
Payments upon Termination or Change in Control
| (2) Amounts listed in this column represent amounts payable to each of Mr. Hull, Mr. Gardner and Mr. Batdorff pursuant to the terms of his respective change of control agreement with the Company in effect at April 30, 2024. |
Payments upon Termination or Change in Control
| (3) Represents the Company’s share of premiums for medical coverage during the relevant periods. |