DEF 14A of Kewaunee Scientific Corp /De/
Filed Jul 7, 2025 · FY20250001140361-25-025051
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Two Class III directors are to be elected at the meeting. The Board of Directors, at its meeting on May 7, 2025, upon the recommendation of the Nominating and Corporate Governance Committee, selected Mrs. Margaret B. Pyle and Mr. Donald F. Shaw as the nominees for re-election as directors at the annual meeting, to serve for a three-year term. The nominees are serving as directors as of the date of this Proxy Statement. The nominees receiving the greatest number of votes at the annual meeting will be elected directors. 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 nominees named below. If due to circumstances not now foreseen, the nominees become 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 nominees for Class III directors and the current Class I and II directors are shown below. Class III directors nominated for re-election to serve until the annual meeting of stockholders in 2028: MARGARET B. PYLE, 73, 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 30 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, 74, 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. Class II director continuing in office to serve until the annual meeting of stockholders in 2027: KEITH M. GEHL, 66, 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, 49, 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, 62, 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, 72, 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.
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 nominees for election as
The Board of Directors recommends a vote FOR the election of the foregoing nominees for election as Class III directors.
Director Compensation
Director Compensation In fiscal year 2025, each non-employee director of the Company received an annual retainer of $120,000. For fiscal year 2025, the annual retainer was payable half in cash ($60,000), payable monthly over the last six months of the fiscal year, and half in fully vested shares of Company common stock ($60,000, with the number of shares based on the average of the high price and low price of the common stock on the grant date, which is generally in early May), except that directors who have satisfied the Company’s stock ownership guidelines could elect to receive $60,000 in 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 $35,000. Directors were also reimbursed for their expenses for each Board and committee meeting attended.
Director Compensation Table
Director Compensation Table The following table sets forth fiscal year 2025 compensation for each non-employee director of the Company who served during fiscal year 2025. During the year, Mr. Hull served as an employee director of the Company and received no additional compensation for his services as a director. See the Summary Compensation Table for disclosure related to the compensation received by Mr. Hull.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Total ($) | | Keith M. Gehl | 135,000 | 135,000 | | Margaret B. Pyle | 130,000 | 130,000 | | David S. Rhind | 155,000 | 155,000 | | John D. Russell | 130,000 | 130,000 | | Donald F. Shaw | 130,000 | 130,000 |
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. For fiscal year 2025, all non-employee directors made such election. |
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 |
Named Executive Officer Compensation
Annual Incentive Compensation All of the Company’s executive officers are eligible to participate in an annual incentive bonus plan, pursuant to which each executive officer is eligible to earn a cash and/or equity bonus for each fiscal year of the Company, based on the attainment of financial and non-financial goals established under the incentive bonus plan and, to a lesser extent, on the executive officer’s achievement of established personal objectives to the degree determined by the Board upon the recommendation of the Chief Executive Officer and the Compensation Committee. Bonuses under the annual incentive plan represent at-risk compensation, subject to the achievement of specified goals. At the beginning of the fiscal year, the Board approved financial goals for the Company for the year and, upon recommendation of the Compensation Committee, established specified percentages of each executive officer’s base salary that would be available for bonuses if the Company and/or its operating businesses achieved specified financial goals. The Board generally attempted to establish annual goals at target levels it believed were challenging, but achievable, with earnings above target levels considered to be relatively difficult to achieve. In determining the level of available bonuses for each executive officer, many of the same factors considered in determining an executive officer’s base salary were also considered by the Compensation Committee and the Board. The components of the financial goals were achievement of certain predetermined EBITDA targets. EBITDA is a non-GAAP financial measure and is calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation and amortization. For fiscal year 2025, specified percentages of salary for determining the bonus for the Chief Executive Officer were 75% at target, to a maximum of 165% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Gardner were 50% at target, to a maximum of 110% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Batdorff were 35% at target, to a maximum of 77% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. For all named executive officers, bonuses for performance achieved between the foregoing levels would be based on linear interpolation. The financial and non-financial goals for fiscal year 2025 were achieved, and as a result all of our named executive officers earned a cash bonus for fiscal year 2025 under the annual incentive bonus plan. The amounts of the cash bonuses received by our named executive officers are included in the Summary Compensation Table under the heading “Nonequity Incentive Plan Compensation”. Long-Term Incentive Plan At the Company’s Annual Meeting of Stockholders held on August 23, 2023, the Company’s stockholders approved the 2023 Plan, and the 2023 Plan became effective at that time. With the effectiveness of the 2023 Plan, no additional equity awards will be granted under the 2017 Plan, although outstanding awards under the 2017 Plan will continue to be administered. Executives are eligible to receive long-term incentive compensation in the form of restricted stock units (“RSUs”). RSUs represent the right to receive, upon vesting of the RSUs, shares of the Company’s common stock. The Company has in the past awarded RSUs with time-based and performance-based vesting conditions. For fiscal year 2025, the time-based RSUs generally represented 40% of each award and will vest in equal annual installments over a three-year period; the performance-based awards represent 60% of the award, assuming target level achievement, and will vest based on the achievement of performance targets over a three-year period. Future awards may contain either time-based or performance-based conditions, or a combination thereof. We currently intend that awards will be made annually, with a new three-year vesting period applicable to each year’s awards. The number of shares covered by the award, assuming target level achievement, is based on a percentage of salary with the percentages for the Chief Executive Officer, Mr. Gardner and Mr. Batdorff being 150%, 80% and 60%, respectively, and using the average of the high price and low price of our stock price on the grant date to value the awards. The Board of Directors and the Compensation Committee typically grant equity awards during regularly scheduled meetings. The timing of such grants is dependent, among other things, on events such as the regular schedule for grants, mid-year promotions, new-hires and any extraordinary circumstances. The Board of Directors and the Compensation Committee do not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material non public information for the purpose of affecting the value of executive compensation. Other Compensation Plans The Company also maintains a 401(k) Incentive Savings Plan (the “401(k) Plan”), which covers substantially all salaried and hourly employees, including all of the executive officers. The 401(k) Plan provides benefits to all employees who have attained age 21, completed three months of service, and elect to participate. Under the terms of the 401(k) Plan, the Company makes matching contributions equal to 100% of the employee’s qualifying contribution up to 3% of the employee’s compensation, and makes matching contributions equal to 50% of the employee’s contributions between 3% and 5% of the employee’s compensation, resulting in a maximum employer contribution equal to 4% of the employee’s compensation. Additionally, the Company may make a discretionary contribution for participants employed by the Company on December 31 of each year up to 1% of the participant’s qualifying compensation for that calendar year based on the profitability of the Company. The Company also maintains a non-qualified 401 Plus Executive Deferred Compensation Plan (the “401 Plus Plan”), which supplements the 401(k) Plan. The 401 Plus Plan was adopted to provide highly compensated employees an alternative retirement plan because income tax laws restrict the amount of contributions executives may otherwise contribute to the 401(k) Plan. The 401 Plus Plan operates similarly to the 401(k) Plan; the Company makes matching credits to the participant’s account in an amount equal to 50% of the compensation deferred by the participant up to 6% of the participant’s compensation. Amounts deferred under the 401 Plus Plan will be distributed to the participant after the participant’s termination of employment with the Company in cash in a lump sum or installments at a time previously elected by the participant. All of the named executive officers are eligible to participate in the 401(k) plan and the 401 Plus Plan and participated in the 401(k) Plan and the 401 Plus Plan in fiscal year 2025. The 401 Plus Plan allows participants to invest deferred amounts in various standard mutual funds. Each of the Company’s executive officers is entitled to receive additional compensation in the form of payments, allocations, or accruals under various other group compensation and benefit plans on the same basis as other employees. Benefits under these plans are not directly tied to employee or Company performance.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas D. Hull III President and Chief Executive Officer | 2025 | 485,467 | — | 964,520 | 546,206 | 37,746 | 2,033,939 | | | 2024 | 431,042 | 250,000 | 660,000 | 726,000 | 53,361 | 2,120,403 | | Donald T. Gardner III Vice President Finance and Chief Financial Officer | 2025 | 356,958 | 150,000 | 377,971 | 267,529 | 16,516 | 1,168,974 | | | 2024 | 316,667 | — | 260,000 | 357,500 | 18,812 | 952,979 | | Douglas Batdorff Vice President of Manufacturing Operations | 2025 | 257,328 | — | 201,722 | 154,311 | 23,021 | 636,382 | | | 2024 | 249,833 | — | 85,309 | 193,309 | 23,214 | 551,665 |
Summary Compensation Table
| (1) The amount listed for Mr. Gardner represents a retention bonus paid by the Company. On June 26, 2024, the Company and Mr. Gardner entered into a Retention Bonus Agreement, pursuant to which he was paid the retention bonus. The bonus is subject to forfeiture if Mr. Gardner voluntarily resigns from employment with the Company other than for “good reason” or if the Company terminates Mr. Gardner’s employment for “cause” before June 26, 2027. “Good reason” and “cause” have the meanings set forth in Mr. Gardner’s Change of Control Agreement with the Company. |
Summary Compensation Table
| (2) For 2025 as well as 2024 this reflects the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The fair value is determined based on the average of the high and low trading prices of our stock on the grant date. See Note 9 to the Consolidated Financial Statements included in the Company’s 2025 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
| (3) The amounts represent bonuses paid under the Company’s annual incentive plan. . |
Summary Compensation Table
| (4) 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 2025 matching contributions made by the Company for the 401(k) Incentive Savings Plan were $2,502, $12,882 and $9,502 for Messrs. Hull, Gardner and Batdorff, respectively. The 2025 matching contributions made by the Company to the 401 Plus Executive Deferred Compensation Plan were $35,244, $3,634 and $13,519 for Messrs. Hull, Gardner and Batdorff, respectively. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Thomas D. Hull III | 5,357(4) | 169,656 | — | — | | | 8,265(5) | 261,753 | 43,393 | 1,374,256 | | | 7,922(6) | 250,890 | 11,884(6) | 376,366 | | Donald T. Gardner III | 3,036(4) | 96,140 | — | — | | | 3,256(5) | 103,118 | 17,095 | 541,399 | | | 3,104(6) | 98,304 | 4,657(6) | 147,487 | | Douglas Batdorff | 1,972(4) | 62,453 | — | — | | | 1,069(5) | 33,855 | 5,609 | 177,637 | | | 1,657(6) | 52,477 | 2,485(6) | 78,700 |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| (1) 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, 2025)
| (2) 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 represent achievement of performance goals. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| (3) The closing trading price for the Company’s common stock was $31.67 on April 30, 2025. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| (4) RSUs granted on June 29, 2022. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| (5) RSUs granted on June 28, 2023. Amounts shown assume achievement of performance goals at maximum achievement. |
Outstanding Equity Awards at Fiscal Year-End (April 30, 2025)
| (6) RSUs granted on June 26, 2024. Amounts shown assume achievement of performance goals at target achievement. |
Payments upon Termination or Change in Control
Payments upon Termination or Change in Control The following table includes information regarding the estimated amount of payments and other benefits each named executive officer would receive if his employment with the Company was terminated on April 30, 2025.
Payments upon Termination or Change in Control
| Name and Benefits | Termination Without Cause and no Change in Control ($)(1) | Termination Without Cause or Good Reason after Change in Control ($)(2) | | Thomas D. Hull III | | | | Base salary | $494,560 | $989,120 | | Annual bonus | — | 741,840 | | Medical & disability insurance(3) | 19,251 | — | | Total | $513,811 | $1,730,960 | | Donald T. Gardner III | | | | Base salary | $363,350 | $726,700 | | Annual bonus | — | 363,350 | | Medical & disability insurance(3) | 19,251 | — | | Total | $382,601 | $1,090,050 | | Douglas Batdorff | | | | Base salary | $258,583 | $258,583 | | Annual Bonus | — | 90,504 | | Medical & disability insurance(3) | 6,399 | — | | Total | $264,982 | $349,087 |
Payments upon Termination or Change in Control
| (1) Amounts listed in this column are consistent with the Company’s historical severance practices, consisting of annual base salary and the Company’s share of premiums for medical coverage. |
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, 2025. |
Payments upon Termination or Change in Control
| (3) Represents the Company’s share of premiums for medical coverage during the relevant periods. |
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) | | 2025 | $1,811,359 | $1,834,449 | $835,746 | $855,412 | $263.92 | $11,405 | | 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 |
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 2025 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 | | 2025 | $1,811,359 | $741,940 | $765,030 | $1,834,449 |
PAY VERSUS PERFORMANCE
| a. | This column represents the amount of total compensation reported for Mr. Hull for fiscal year 2025 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 2025. |
PAY VERSUS PERFORMANCE
| c. | This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2025 (the “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 the Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for the 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 | | 2025 | $815,439 | $(171,481) | — | $121,072 | — | — | $765,030 |
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 2025, Messrs. Gardner and Batdorff, (ii) for 2024, Messrs. Gardner and Batdorff, and (iii) for 2023, 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 2025 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 | | 2025 | $835,746 | $222,915 | $242,581 | $855,412 |
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 the 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 the 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 2025. |
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 the 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 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 for fiscal year 2025 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 | | 2025 | $245,047 | $(49,303) | — | $46,837 | — | — | $242,581 |
PAY VERSUS PERFORMANCE
| 5 | Company total shareholder return (TSR) is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
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 $1,834,449, $3,761,783, and $1,070,045 for fiscal years 2025, 2024, and 2023, 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 $855,412, $1,238,630, and $598,100 for fiscal years 2025, 2024, and 2023, 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 $263.92, $297.50, and $135.42 for fiscal years 2025, 2024, and 2023 respectively. Please see Note 5 above for additional information related to the computation of Company TSR. Consequently, $100 invested in the Company immediately prior to the beginning of fiscal year 2023 increased by 163.92% to $263.92 by the end of fiscal year 2025. Over that same period, compensation actually paid to our PEO, and the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Hull), also increased but with less magnitude. 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 $1,834,449, $3,761,783, and $1,070,045 for fiscal years 2025, 2024, and 2023, 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 $855,412, $1,238,630, and $598,100 for fiscal years 2025, 2024, and 2023, 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 $11,405,000, $18,753,000, and $738,000 for fiscal years 2025, 2024, and 2023, respectively. Consequently, net income for fiscal year 2025 was over 1,400% higher than net income for fiscal year 2023. Over that same period, compensation actually paid to our PEO, and the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Hull), also increased but with less magnitude.