DEF 14A of Myers Industries Inc
Filed Mar 13, 2026 · FY20250001193125-26-106082
AND PROXY STATEMENT
AND PROXY STATEMENT 1293 South Main Street — Akron, Ohio 44301 March 13, 2026 Dear Fellow Shareholders, As I wrote you in last year’s letter, Aaron Schapper became our President and CEO in January 2025. Since that time, he has substantially strengthened the management team by adding Samantha Rutty as Myers’ Chief Financial Officer and Kari Brashear as Chief Legal Officer. The board and management have acted decisively to refine and strengthen the Company’s strategic plan. One result of this was last July’s announcement that, along with a $20 million annualized cost reduction program, the Company’s MTS business would undergo a strategic review. We believe any potential divestiture of MTS will result in a leaner and more focused Company. Also, as expressed in my letter last year, we continue to be impressed with the business, management, and growth opportunities at Signature Systems, which the Company acquired in February, 2024. We continue to believe that Signature Systems will be an important growth driver to shareholder value over the short and long term. Refreshment continues to be important for this board. This year’s annual meeting will mark the end of the tenures for both Jeffrey Kramer and William Foley. Mr. Foley has served on the board since 2011 and Mr. Kramer has served on the board since 2021. We thank both Mr. Foley and Mr. Kramer for their years of dedicated service. Helmuth Ludwig joined the Board in October 2025 and Tribby Warfield is a new nominee. Helmuth is currently a Professor at the Cox School of Business at Southern Methodist University and had a long career at Siemens. He is already contributing to the board, particularly in strategic matters. As with Helmuth, Tribby has extensive public company director experience, in addition to her public company senior management leadership roles. Along with the board’s actions in proactively effecting a change in executive leadership, we held five board meetings in 2025, including our annual three day strategic meeting, and a total of 15 committee meetings. As part of our continuing education, the board participated in an M&A training session led by outside national experts. We also continued our annual review of the Company’s talent and succession planning and oversight of the Company’s enterprise risk management. Last year, Institutional Shareholder Services (ISS) again gave us the top possible grade for governance matters. Our goal is to continually improve our grade in sustainability and human capital matters. In the meantime, we intend to continue to seek and receive feedback from our shareholders as we have for the past ten years, offering to meet annually with each shareholder owning over 1% of our shares. We continue to be gratified by the results of the “say on pay” advisory vote at last year’s annual shareholder meeting, with 97% of the total shares voted being cast in favor of the proposal – we routinely evaluate these results and our compensation structure to help maintain alignment of management incentives with operating performance and long-term shareholder interests. Shareholders who wish to communicate with the Board may email us at governance@myersind.com. We welcome your input, which we incorporate regularly into our deliberations on important topics. During calendar year 2025, Myers stock performed satisfactorily. The stock increased about 72%, compared to about 18% for the S&P 500, although as I have cautioned in years when we underperform, we manage the Company for the long term and not on short-term performance. With refreshed board and executive management, the board remains active, engaged and focused on overseeing the Company’s transformation. We appreciate your continued support of the Company and our efforts to build long-term shareholder value.
AND PROXY STATEMENT
| Sincerely, | | | | F. JACK LIEBAU, JR. | | Chairman of the Board |
AND PROXY STATEMENT
************ Dear Shareholders, The Board of Directors of Myers Industries, Inc. (“Myers” or the “Company”) has fixed the close of business on March 4, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders to be held on April 23, 2026 (the “Annual Meeting”). This Proxy Statement, together with the related proxy card and our 2025 Annual Report to Shareholders, is being mailed to our shareholders on or about March 13, 2026. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via the live webcast or in person, please complete and return the enclosed proxy card, or follow the instructions to vote by telephone or internet, as soon as possible. If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.
AND PROXY STATEMENT
| By Order of the Board of Directors, | | | | Kari Brashear | | Chief Legal Officer, Corporate Secretary, and Senior Vice President of Business Development |
AND PROXY STATEMENT
Akron, Ohio March 13, 2026
Director Nominees
Director Nominees You are being asked to vote on the election of the following director candidates. The candidates listed below are the 8 nominees recommended by the Corporate Governance Committee (the “Governance Committee”) and approved by the Board for election to serve for a one-year term. Detailed information on each director is available starting on page 11.
Director Nominees
| | | | | | Current Committee Memberships | | | | Name | Age | Director Since | Experience | Independent | Audit | Compensation | Governance | | Yvette Dapremont Bright | 64 | 2021 | President, Brighter Horizon Foundation | Yes | • | | • | | Ronald M. De Feo | 74 | 2018 | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT) and a founding partner of Nonantum Capital Partners, LLC | Yes | | Chair | | | F. Jack Liebau, Jr., Chair | 62 | 2015 | Former Managing Director, Beach Investment Counsel | Yes | • | • | • | | Bruce M. Lisman | 79 | 2015 | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM) | Yes | | • | Chair | | Helmuth Ludwig | 63 | 2025 | Professor of Strategy and Entrepreneurship, Southern Methodist University; former Global CIO of Siemens | Yes | • | | • | | Lori Lutey | 61 | 2018 | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | Yes | Chair | | | | Aaron Schapper | 52 | 2025 | President and CEO, Myers Industries, Inc. | No | | | | | Patricia (Tribby) W. Warfield(1) | 66 | 2025 | Former CEO of APC Automotive Technologies | Yes | | | |
Director Nominees
(1) As of the date of this Proxy Statement, Ms. Warfield is not a member of any committee as she is nominated to become a director at the Annual Meeting to be held on April 23, 2026. Myers extends its deep gratitude to William Foley and Jeff Kramer for their dedicated service as Myers directors. Messrs. Foley and Kramer will be retiring from their service as directors at the expiration of their current terms at the 2026 Annual Meeting of Shareholders. Mr. Foley has served as a director since 2011 and Mr. Kramer has served as a director since 2021. 2026 Proxy Statement | iii
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Nominees
Nominees Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board. Each of the below nominees has consented: • to serve as a nominee, • to being named as a nominee in this Proxy Statement, and • to serve as a director if elected. If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement. Each of the following nominees is unanimously recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES
| Name | Age | Director Since | Independent | Occupation | | Yvette Dapremont Bright | 64 | 2021 | Yes | President, Brighter Horizon Foundation | | Ronald M. De Feo | 74 | 2018 | Yes | Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT); founding partner of Nonantum Capital Partners, LLC | | F. Jack Liebau, Jr. | 62 | 2015 | Yes | Former Managing Director, Beach Investment Counsel | | Bruce M. Lisman | 79 | 2015 | Yes | Former Chairman of Global Equity Division, JP Morgan Chase & Co. | | Helmuth Ludwig | 63 | 2025 | Yes | Professor of Strategy and Entrepreneurship, Cox School of Business, Southern Methodist University | | Lori Lutey | 61 | 2018 | Yes | Former EVP and CFO of Schneider National (NYSE: SNDR) | | Aaron Schapper | 52 | 2025 | No | President and CEO of Myers Industries, Inc. | | Patricia (Tribby) W. Warfield | 66 | 2026 | Yes | Former CEO of APC Automotive Technologies |
NOMINEE INFORMATION
NOMINEE INFORMATION
NOMINEE INFORMATION
| YVETTE DAPREMONT BRIGHT Age: 64 Director since: 2021 Committees: Audit Governance | Business Experience: | | | | • | President, Brighter Horizon Foundation | | | • | Former Executive Vice President and Chief Operating Officer, former Chief Transformation Officer and former Chief Administrative Officer of Independence Blue Cross, health insurer serving the Philadelphia, Pennsylvania region | | | Current and Former Directorships: | | | | • | Director of Independence Blue Cross | | | • | Director of Cityblock Health | | | • | Director of National Life Group, a financial services company | | | • | Advisory director of Clarify Health Solutions, Inc., a provider of health care software solutions | | | • | Director of CSAA Insurance Group, a AAA insurer offering automobile, homeowners and other personal lines of insurance to AAA Members through AAA clubs in 23 states and the District of Columbia | | | • | Former director of Reveleer, a software platform company for health plans and providers | | | • | Former director of Independence Health Group, a diversified health care company offering commercial, Medicare and Medicaid medical coverage, third-party benefits administration, and pharmacy benefits management | | | • | Former director and Chair of AmeriHealth Insurance Company of New Jersey | | | • | Former director of AmeriHealth Caritas, a Medicaid managed care organization | | | Skills and Expertise: | | | | • | Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services | | | • | Leadership of enterprise wide operating platform and cultural transformation | | | • | Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives |
NOMINEE INFORMATION
| RONALD M. DE FEO Age: 74 Director since: 2018 Committees: CMD (Chair) | Business Experience: | | | | • | Founding partner of Nonantum Capital Partners, LLC, a private equity firm | | | • | Former President, Chief Executive Officer, and Executive Chairman of Kennametal Inc. (NYSE: KMT), a supplier of tooling and industrial materials | | | • | Former Chief Executive Officer of Terex Corporation (NYSE: TEX), manufacturer of lifting and material handling solutions for a variety of industries | | | • | Various marketing and leadership positions at Case Corporation, Tenneco Inc. (NYSE: TEN), and Procter & Gamble (NYSE: PG) | | | Current and Former Directorships: | | | | • | Director of Helix LLC, a traffic management company owned by Nonantum Capital Partners, LLC | | | • | Supervisory board of DLL, a financial services company owned by Rabobank | | | • | Trustee for Iona College | | | • | Former Director of ProVest LLC, a Legal Services company owned by Nonantum Capital Partners, LLC | | | • | Former Executive Chairman and director of Kennametal Inc. | | | | Former Chairman and director of Terex Corporation | | | Skills and Expertise: | | | | • | Over 20 years of senior management and industrial experience | | | • | Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing |
NOMINEE INFORMATION
| F. JACK LIEBAU, JR. Age: 62 Director since: 2015 Board Chair Committees: Audit CMD Governance | Business Experience: | | | | • | Former Managing Director, Beach Investment Counsel | | | • | Former President and CEO of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s insurance companies | | | • | Former President and Founder, Liebau Asset Management Company, which managed money for individuals, foundations, and corporations | | | • | Former Partner and Portfolio Manager for Davis Funds and Primecap Management Company, investment management firms | | | Current and Former Directorships: | | | | • | Director of Strattec Security Corporation | | | • | Director of BNY Mellon ETF Trust | | | • | Director of MuxIP, unlisted software company serving media companies, since 2020 | | | • | Director and CFO of the Edwin Gregson Foundation | | | • | Former director of Motorcar Parts of America (Nasdaq: MPAA) | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former director of Herley Industries, Inc., a defense technology company | | | • | Former director of Media General, Inc., then owner of newspapers and television stations | | | • | Former Vice President of Andover Alumni Council | | | • | Former director of Kidspace Children’s Museum | | | Skills and Expertise: | | | | • | Vast financial, strategic, executive and investment experience working with companies in a wide range of industries | | | • | Experience in corporate governance and corporate and non-profit board service | | | • | Experience working effectively with management teams, analyzing strategic options, and communicating with various constituencies | | | • | Extensive financial experience, qualified as an “audit committee financial expert” |
NOMINEE INFORMATION
| BRUCE M. LISMAN Age: 79 Director since: 2015 Committees: CMD Governance (Chair) | Business Experience: | | | | • | Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM), a global financial services firm and banking institution | | | • | Former Co-Head of the Global Institutional Equity Division, Bear Stearns Companies, Inc. | | | Current and Former Directorships: | | | | • | Director of Strattec Security Corporation | | | • | Director of Associated Capital Group (NYSE: AC), a diversified global financial services company | | | • | Director of National Life Group, a mutual life insurance company | | | • | Director of Bank of Burlington, a Vermont state bank | | | • | Former Director of Circor International, Inc. (NYSE: CIR) | | | • | Former director and Chair of PC Construction, engineering and construction | | | • | Former director of The Pep Boys, a nationwide auto parts retailer | | | • | Former member of various boards including an electric utility, an electricity transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, two universities (one as chair) and America’s oldest conservation organization (chair) | | | Skills and Expertise: | | | | • | Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations | | | • | Extensive executive and investment experience |
NOMINEE INFORMATION
| HELMUTH LUDWIG Age: 63 Director since: 2025 Committees: Audit Governance | Business Experience: | | | | • | Professor of Practice for Strategy and Entrepreneurship at the Cox School of Business at Southern Methodist University in Dallas, Texas | | | • | Former Global CIO of Siemens, a technology company | | | Current and Former Directorships: | | | | • | Director of Humanetics Group, a leading provider of safety systems | | | • | Director of Hitachi, Ltd., a social innovation business | | | • | Executive advisor to Bridgepoint LLC, a private equity firm | | | • | Executive advisor to Zscaler, Inc. | | | • | Former director of Circor International, Inc. (formerly NYSE:CIR) | | | • | Former director of Commonwealth Center for Advanced Manufacturing | | | • | Former director of Siemens Electrical LLC | | | Skills and Expertise: | | | | • | Extensive experience in organizations within the global industrial manufacturing and technology sectors | | | • | Strategic acumen with deep expertise and experience in defining strategic direction |
NOMINEE INFORMATION
| LORI LUTEY Age: 61 Director since: 2018 Committees: Audit (Chair) | Business Experience: | | | | • | Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR) | | | • | Former Vice President of Finance of FedEx Services | | | • | Former Vice President and Chief Financial Officer of FedEx Trade Networks | | | • | Former Vice President of Finance and Administration of FedEx Supply Chain Services | | | Current and Former Directorships: | | | | • | Director of Kenan Advantage Group, a private specialized transportation and logistics provider | | | • | Director of Tailwind Smith Cooper Holdings, a private manufacturer/distributor | | | • | Director of Tailwind National Trench Safety, a private national provider of trench shoring and safety solutions | | | • | Former director of PS Logistics, a private flatbed transportation solutions provider | | | • | Former director of One Equity Partners Open Water I Corp. (NASDAQ: OEPWU), a previously formed special purpose acquisition company | | | • | Former director of Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms | | | Skills and Expertise: | | | | • | Extensive experience with strategic and financial management and leadership of overall company performance | | | • | Extensive financial and accounting experience, qualified as an “audit committee financial expert” |
NOMINEE INFORMATION
| AARON SCHAPPER Age: 52 Director since: 2025 Committees: None | Principal Occupation: President, Chief Executive Officer, and Director of Myers Industries, Inc. | | | | Business Experience: | | | | • | Former Group President of Agriculture and Chief Strategy Officer of Valmont Industries, Inc. (NYSE:VMI), a leading manufacturer and global provider of equipment and technology solutions for infrastructure and agriculture markets | | | • | Former Group President of Infrastructure and Group President of Utility Support Structures for VMI | | | • | Former General Manager of Orbit Irrigation Products LLC, based in Shanghai, China | | | • | Former design and manufacturing engineer at Orbit | | | Former Directorships: | | | | • | Former director of Nebraska Enterprises | | | Skills and Expertise: | | | | • | Substantial experience building and managing high performing businesses, including his extensive experience creating value and growth at Valmont | | | • | Significant experience in company growth, including through his role in establishing Orbit's green-field manufacturing sites in China and Taiwan | | | • | Long-term global strategist and substantial acquisition experience entering into new markets and realigning global assets and supply chains, including working experience in six continents | | | • | Experience in business evolution and innovation, including investing in new products and technologies such as artificial intelligence and sustainability solutions |
NOMINEE INFORMATION
| PATRICIA (TRIBBY) W. WARFIELD Age: 66 Director since: 2026 | Business Experience: | | | | • | Former CEO of APC Automotive Technologies, an aftermarket supplier of auto parts | | | • | Former Senior Vice President, Business Development and Strategy (Europe, Middle East & Africa) of Nitta Corporation | | | • | Former Senior Vice President & General Manager, Fluid Power & Automation Business Units of Kaman Corporation | | | • | Former President, North America Commercial of Gates Corporation | | | Current and Former Directorships: | | | | • | Director of Badger Infrastructure Solutions Ltd (BDGI:TSX) | | | • | Board Advisor of Wilmar LLC | | | • | Board Advisor of Jason Group | | | • | Board Advisor of Evolution Motion Solutions | | | • | Board Advisor of Tipco LLC | | | • | Board Advisor of Dayco | | | • | Board Advisor of the University of Colorado Denver Business School | | | • | Former director of Motorcar Parts of America (Nasdaq: MPAA) | | | Skills and Expertise: | | | | • | Extensive experience in global industrial, manufacturing and automotive markets | | | • | Extensive experience in leading complex strategic, operational and growth transformation initiatives |
NOMINEE INFORMATION
During Ms. Warfield’s tenure at APC Automotive Technologies, APC instituted bankruptcy proceedings in the US Bankruptcy Court for the District of Delaware under Chapter 11 of the US Bankruptcy Code on June 4, 2020. APC confirmed its Chapter 11 reorganization on July 10, 2020, effective July 24, 2020. There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.
Director Compensation
Director Compensation The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company’s shareholders. In addition to the compensation provided to our non-employee directors, which is described below, our Regulations provide that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have also entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The Company’s non-employee director compensation program maintained in 2025 reflected the recommendations of the CMD Committee’s compensation consultant based on the consultant’s assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company’s non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board. The Company’s non-employee director compensation program includes an annual cash retainer and an equity-based award. Directors who are employees of the Company do not receive either an annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity-based award is granted for directors’ upcoming year of service subject to vesting at the following year’s Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves. In 2025, each non-employee director received an annual cash retainer of $100,000, an equity-based award under our 2024 Long-Term Incentive Plan (the “2024 Plan”) of 6,250 restricted shares or restricted stock units, and a supplemental cash payment of $37,243.75, based on the difference between the value of the equity based award and the target value of $100,000, as explained further below in the "Non-Employee Director Compensation" table for 2025. The cash portions of the retainers in 2025 for our non-employee directors’ annual service and committee and Board chair service is set forth below.
2025 Non-Employee Director Compensation
| Compensation Type | Director Compensation | | Annual Cash Retainer | $100,000.00 | | Annual Equity Based Award | $62,756.25 | | Supplemental Annual Cash Retainer | $37,243.75 | | Chair of Audit Committee | $17,500.00 | | Chair of CMD Committee | $12,500.00 | | Chair of Governance Committee | $10,000.00 | | Chair of Board(1) | $90,000.00 | | Ad-Hoc Committee Members(2) | $10,000.00 | | Ad-Hoc Committee Chair(2) | $15,000.00 |
2025 Non-Employee Director Compensation
(1) Board Chair is not eligible to receive additional Committee membership fees. No ad hoc committees were established by the Board in 2025. The following table shows all compensation paid to non-employee directors for their service during 2025:
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2025
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2025
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Yvette Dapremont Bright | $137,244 | $72,563 | — | — | — | $209,806 | | Ronald M. De Feo | $149,744 | $72,563 | — | — | — | $222,306 | | William A. Foley | $137,244 | $72,563 | — | — | — | $209,807 | | Jeffrey Kramer | $147,244 | $72,563 | — | — | — | $219,807 | | F. Jack Liebau, Jr. | $227,244 | $72,563 | — | — | — | $299,806 | | Bruce M. Lisman | $137,244 | $72,563 | — | — | — | $209,807 | | Helmuth Ludwig | $25,000 | $62,157 | — | — | — | $87,157 | | Lori Lutey | $154,744 | $72,563 | — | — | — | $227,306 |
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2025
(1) Stock Award amounts do not reflect compensation actually received by the directors. The amounts shown reflect the grant date fair market value of 6,250 restricted stock units or restricted shares awarded to each non-employee director on May 5, 2025 with respect to their service commencing on that date until the 2026 Annual Meeting of Shareholders, at which time their awards will vest unless the director elected to receive stock units and defer receipt of common stock until he or she ceases to be a member of the Board for any reason whatsoever, at which time the Company shall make a payment to the director of one share for every stock unit then held as payment with respect to each such stock unit. The grant date fair market value of the stock awards is based on the closing price of Myers' common stock on May 5, 2025; the number of restricted stock units of each stock award was determined by dividing $100,000 by $16.00, the same assumed value per share used to determine 2025 long-term incentive awards for our NEOs. Non-employee directors also received a supplemental cash payment of $37,243.75 representing the difference between the target value of $100,000 for the equity grant and the estimated value of the 6,250 restricted shares or restricted stock units, based on the average closing price of Myers' common stock for the period of 20 trading days ending the day before the grant date. Dr. Ludwig began his service as a director on November 3, 2025 and received a pro rata award of 3,436 restricted stock units. The number of restricted stock units was determined by dividing $56,320 by the average closing trading price of Myers' common stock for the period of 20 trading days ending the last trading day before the grant date. The grant date fair market value of Dr. Ludwig's stock award is based on the closing price of Myers' common stock on the grant date of November 3, 2025.
Our Strategy and Pay for Performance Approach to Executive Compensation
Our Strategy and Pay for Performance Approach to Executive Compensation The Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s near and long-term strategic vision. The Company’s compensation program seeks to achieve this through the mixture of base pay, short and long-term incentives, and the provision of other benefits. Base pay and other benefits provide appropriate compensation to attract and retain talent. Short-term incentives are tied to the achievement of Company growth with targets intended to advance the long-term strategic vision of the Company. Long-term incentives provide executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and help drive long-term value creation. For example, vesting of our 2025-27 performance-based long-term incentive awards will be based on the Company’s three-year cumulative adjusted earnings per share, subject to a relative TSR modifier, which are performance metrics intended to motivate and reward our executives for increasing shareholder value and returns while promoting the Company’s long-term interests consistent with our strategic goals.
Compensation Program Governance
| WHAT WE DO | WHAT WE DON’T DO | | Link Pay to Objective Financial Performance | Enter into Executive Employment Contracts | | Limited Termination/Change in Control Severance Benefits | Offer Tax Gross-Ups for Change in Control Payments | | Grant Awards with Double Trigger Change in Control Provisions | Reprice Underwater Options | | Impose Robust Stock Ownership Guidelines | Allow Cash Buyouts of Underwater Options | | Retain an Independent Compensation Advisor | Permit Short Sales by Directors, Officers, or Employees | | Tally Sheets to Evaluate and Monitor NEO Compensation | Offer Significant Executive Perquisites | | Maintain a Clawback Policy | Allow Hedging or Pledging of Company Stock | | Conduct Annual Risk Assessment of Compensation Programs | Provide Gross-ups on Severance Benefits | | Use Different Metrics for Short- and Long-term Incentive Plans | |
Description of Compensation Elements
| Type of Pay & Form | | Performance Periods | Objectives | | Fixed | Base Pay (cash) | 1 year | • Compensation for job performance • Recognizes individual skills, competencies, and experience • Generally determined based on an individual’s time in the position, experience, performance, future potential, external market conditions, and peer benchmarking • May be influenced/changed as a result of changes in the executive’s responsibilities, an assessment of annual performance, our financial management, and/or external market data relating to base pay practices of peers | | At Risk | Annual Bonus (cash) | 1 year | • Variable cash compensation with 100% tied to the achievement of annual corporate operational goals established by the CMD Committee each fiscal year to align with corporate strategic goals (for 2025, the Company’s achievement of budgeted adjusted EBITDA) • Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value | | | Long-Term Incentives (50% PSUs & 50% RSUs) | 3 years | • Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests consistent with strategic goals • Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving long-term Company performance objectives designed to enhance shareholder value (for awards in 2025, the Company’s three-year cumulative adjusted earnings per share, subject to a relative TSR modifier) • Helps build executive stock ownership consistent with our stock ownership objectives • Encourages retention of executive management team through multi-year vesting |
Overview of How We Determine Compensation
Overview of How We Determine Compensation The Company believes its practices are consistent with the practices of a company of its size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program’s objectives of delivering competitive and appropriate pay aligned with our shareholders’ interests. The CMD Committee refers to market data to benchmark and help establish pay opportunities for the NEOs that are competitive for a company of our size in our industry, and for the role and experience of the individual executive. The CMD Committee generally considers a range around the market median when establishing compensation levels for the NEOs. As part of its annual review and consideration of the benchmarking process used to assess the Company’s pay levels and pay programs for its executives, the CMD Committee and its independent compensation consultant conduct an executive compensation market analysis that draws from third-party compensation surveys and publicly available data for a group of peer companies (“Compensation Peer Group”). The CMD Committee annually reviews the Compensation Peer Group, with input from the Committee’s independent compensation consultant, to evaluate whether the composition of the group remains relevant for the ensuing calendar year, with consideration of certain quantitative and qualitative criteria, including: (1) companies within approximately 50% to 200% of the Company’s revenue, (2) companies operating within the Company’s industries and end-markets, and (3) companies with similar focus and/or business complexity. Due to the difficulty of finding direct publicly-traded peers of our size, the CMD Committee regards the Company’s comparison to these companies only as reference points in establishing pay levels. Additionally, survey data from Willis Towers Watson is used as an additional reference point using similar quantitative and qualitative criteria to establishing the Compensation Peer Group. Our CMD Committee does not seek to establish any specific benchmark in reference to these companies or to require changes in our executive compensation to match changes in these companies’ compensation. In mid-2024, the CMD Committee reviewed the composition of 2024 Compensation Peer Group with input from the Committee’s independent compensation consultant. Based on that review, the Committee adjusted the Compensation Peer Group for 2025 executive compensation benchmarking purposes by eliminating Chart Industries, Inc. due to a recent acquisition resulting in an increase in size beyond the intended top range of the group. Otherwise, the CMD Committee maintained the remaining companies comprising the 2025 Compensation Peer Group, as follows (based on most recent publicly available information):
$ in millions
(1) Barnes Group Inc.'s revenue and market cap information was as of December 31, 2023, its last reporting fiscal year. Barnes Group Inc. was acquired by Apollo Global Management, Inc. and was de-listed on January 27, 2025. It subsequently announced it will not release its fiscal year 2024 results. (2) The Shyft Group, Inc.'s revenue and market cap information was as of December 31, 2024, its last reporting fiscal year. The Shyft Group, Inc. was acquired by Aebi Schmidt Group and was de-listed on July 1, 2025. It subsequently announced it will not release its fiscal year 2025 results. In mid-2025, the CMD Committee conducted its annual review of the composition of the Compensation Peer Group with input from the Committee’s independent compensation consultant and, based on that further review, determined to eliminate Barnes Group, Inc. from the peer group for 2026, due to that company's acquisition by Apollo Management and no longer remaining a publicly listed company. The CMD Committee may consider further updates to be more reflective of the Company following the intended divestiture of the Distribution business in early 2026. Consistent with the objectives of our executive pay philosophy of attracting and retaining a talented and experienced executive management team and other key employees, paying for performance, motivating our executive officers to achieve short-term and long-term Company goals that are intended to enhance shareholder value, and rewarding executives whose knowledge, skills, and performance are crucial to our success, actual compensation may be above or below the median for executives in similar roles at companies of similar size and complexity, depending on an evaluation of several factors including, but not limited to, time-in-position, experience, performance, and future potential. We believe this approach is appropriate as it is intended to attract and retain key executives, but does not position our compensation costs out of line with expected or actual performance.
Timeline and Essential Components of Compensation Decision-Making
| Late Winter/Early Spring | | | • Approve payouts for prior year’s annual incentive plan | • Approve current year’s long-term incentive plan design, metrics, and payout goals | | • Approve vesting and payouts of long-term incentive awards for prior performance period | • Approve annual grants of long-term incentive awards, including target award levels for NEOs and pool for all equity awards | | • Approve current year’s annual incentive plan design, metrics, and payout goals | • Review proxy advisory firms’ pay for performance reports, feedback, and proxy recommendations | | • Review executive compensation levels | |
Parties Involved in Compensation Decision-Making
| Role of Independent Compensation Advisor | • The CMD Committee has the authority to retain independent advisors and compensation consultants to assist in carrying out its responsibilities | | | • The CMD Committee has engaged Semler Brossy as its independent compensation adviser since 2017 | | | • Semler Brossy’s lead consultants report directly to the CMD Committee Chair, who approves Semler Brossy’s annual work plan | | | • The lead consultants interact directly with the CMD Committee on a regular basis and with management as needed to complete work requested by the CMD Committee | | | • Semler Brossy did not provide any other services to the Company during 2025 and received no compensation other than for services provided to the CMD Committee | | | • The work of Semler Brossy has not raised any conflicts of interest and Semler Brossy annually confirms its independence to the CMD Committee |
Base Salary
Base Salary Base salary provides a fixed element of compensation that competitively rewards our NEOs’ individual skills, competencies, experience and performance. Additionally, the base salaries provide our NEOs with income regardless of the Company’s stock price performance, which acts as a risk-balancing measure in that it helps to avoid incentives to create short-term stock price fluctuations. Furthermore, it helps mitigate elements beyond the control of the Company, like general economic and stock market conditions unrelated to Company performance. The Company does not have written employment agreements specifying levels of base compensation for our NEOs. The Board and CMD Committee annually review the performance of the CEO and the CEO’s corporate goals and objectives and, in connection with this review, may approve a merit-based increase to the CEO’s base salary, as well as a market-based adjustment if determined to be appropriate based on competitive benchmark input from the CMD Committee’s independent compensation consultant. For the other NEOs, base salary adjustments are recommended by the CEO to the CMD Committee, which evaluates such adjustments based on the Company’s performance, the individual NEO’s scope of work and performance, and competitive benchmarks provided by the independent consultant to the CMD Committee. Based on the Company's performance in calendar year 2024, management recommended, and the CMD Committee determined, to maintain the levels of 2024 base salaries of NEOs for the 2025 calendar year without increase. The base salaries established in 2025 for all NEOs and the percentage increases from their 2024 base salaries, if any, are shown in the following table and reflect considerations consistent with the foregoing. The base salary for Mr. Hoehn reflects the amount established for calendar year 2025 but does not include supplemental monthly payments of $8,000 that he received during the period of his service as Interim Chief Financial Officer in 2025. The CMD Committee, with input from its independent compensation consultant, approved the supplemental payments in recognition of the additional responsibilities associated with the interim role. The 2025 base salaries for Mr. Baker and Mr. Hoehn do not include bonuses they each received in connection with a retention program implemented by the Company in 2024 to encourage certain management personnel to remain employed by the Company during the transition period from our prior CEO to Mr. Schapper, as further described under "2024-25 Retention Program."
Annual Short-Term Incentives
Annual Short-Term Incentives The Company’s annual incentive plan is a cash-based incentive plan in which our NEOs, along with certain other senior level employees, participate. The annual incentive plan was intended to reward management primarily for achieving targeted levels of adjusted EBITDA based on the Company’s 2025 financial plan.
Annual Bonus Metrics
Annual Bonus Metrics Our 2025 annual bonus program for corporate level NEOs, as was the case for 2022 through 2024, was based on achievement of adjusted EBITDA targets consistent with the Company’s annual financial plan for 2025, as described further below under “Annual Bonus Performance – 2025 Objectives and Achievements.” Use of this objective financial measure was determined to be consistent with how our corporate level executive team managed key performance of the Company, and was intended to incentivize management to provide value to Company stakeholders. For Mr. Baker, as an NEO with responsibility over the Distribution segment of the Company, his short-term incentive compensation opportunity for 2025 was based on a mix of levels of adjusted EBITDA targets of the Company and the Distribution business, as described further below in "Annual Bonus Performance - 2025 Objectives and Achievements."
Annual Bonus Performance – 2025 Objectives and Achievements
Annual Bonus Performance – 2025 Objectives and Achievements The CMD Committee annually approves a target bonus opportunity for each NEO in the first quarter of each calendar year. Objective performance targets were established for achieving certain levels of adjusted EBITDA. For NEOs with corporate level responsibilities (for example, our CEO and CFO), their bonus opportunities were based solely on Company consolidated adjusted EBITDA targets. For Mr. Baker, his bonus opportunity was based 25% on the Company’s consolidated adjusted EBITDA targets and 75% on adjusted EBITDA targets for the Distribution business. As part of the annual bonus performance goal-setting process, the Board annually reviews and approves management’s business and financial plans for the Company and its businesses, and the CMD Committee reviews the proposed performance goals, with minimum and maximum ranges of payouts intended to appropriately compensate our executives for results that exceed or fall short of target expectations. Bonuses can range from 0% to 200% of the target opportunity depending on actual performance, a practice determined to be consistent with the range of annual bonus opportunities of other peer companies. Goals are intended to reward for growth and business performance, consistent with the Company’s strategies, and motivate management with additional compensation opportunities without encouraging excessive risk-taking. We reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet minimally acceptable performance expectations. For our consolidated 2025 bonus plan, we established a target bonus payout of 100% for achieving budgeted adjusted EBITDA of $129.0 million. The 2025 plan provided for a threshold 50% payout at 80% of plan, or $109.6 million, and a maximum payout of 200% at 160% of plan, or $206.4 million. The table below shows the Company’s 2025 consolidated EBITDA targets and our 2025 and 2024 actual results, as adjusted for certain nonrecurring items as approved by the CMD Committee, and the impact on our annual incentive plan payout percentage:
Annual Bonus Performance – 2025 Objectives and Achievements
| | Fiscal Year 2025 Consolidated Goals | | | | | | | | Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2025 Actual Results | 2025 Actual Results | 2024 Actual Results | 2024 Payout (% of target) | | Adjusted EBITDA ($ in millions) | $109.6 | $129.0 | $206.4 | $124.2 | 87.5% | $122.4 | 0.0% |
Annual Bonus Performance – 2025 Objectives and Achievements
For Mr. Baker, 25% of his target 2025 bonus opportunity was based on the Company’s consolidated adjusted EBIDTA performance, while 75% of his target opportunity was based on adjusted EBITDA levels of the Distribution business. The target opportunity was based on the 2025 budget for the Distribution business, with a threshold payout of 75% at achievement of 85% of the plan, and a maximum payout of 200% based on 198% of plan, all as shown in the table below:
Annual Bonus Performance – 2025 Objectives and Achievements
| | Fiscal Year 2025 Distribution Goals | | | | | | Performance Metric | Threshold (75%) | Target (100%) | Maximum (200%) | 2025 Actual Results | 2025 Payout (% of target) | | Adjusted EBITDA ($ in millions) | $7.9 | $9.3 | $18.4 | $5.1 | 21.9% |
Annual Bonus Performance – 2025 Objectives and Achievements
Based on the foregoing targets and our 2025 consolidated financial results and, with respect to Mr. Baker, the financial results of the Distribution segment, the bonuses earned by our NEOs for calendar year 2025 are shown in the table below:
Annual Bonus Performance – 2025 Objectives and Achievements
| Name | Target Award (% of Base) | Objective Metric Achievement (% of Target) | Earned Award Amount | | Aaron Schapper | 100% | 87.5% | $700,000 | | Samantha Rutty(1) | 70% | 87.5% | $76,269 | | Grant Fitz(2) | 100% | - | $- | | Dan Hoehn | 40% | 87.5% | $106,425 | | Jeff Baker(3) | 75% | 21.9% | $65,228 |
Annual Bonus Performance – 2025 Objectives and Achievements
(1) Ms. Rutty's participation was pro-rated based upon her days of employment in 2025 beginning September 22, 2025. (2) Mr. Fitz became ineligible to receive a 2025 bonus upon his resignation effective May 2, 2025. (3) Mr. Baker's payout reflects the combination of his opportunity based 25% on the Company's consolidated adjusted EBITDA performance and 75% on adjusted EBITDA of the Distribution business.
Long-Term Incentives
Long-Term Incentives The Company’s long-term incentive plan was established to, among other things, encourage management to drive long-term shareholder value and to align management’s interests with shareholders’ interests, emphasizing the “act like owners” principle of the Company. The long-term incentive plan is intended to motivate and reward leaders for increasing shareholder value and returns. The Company believes the Company’s shareholders and employees are both best served by having our NEOs focused on and rewarded based on the achievement of longer-term results of the Company.
2025 Long-Term Incentive Mix
2025 Long-Term Incentive Mix To accomplish the foregoing goals, the CMD Committee has in recent years awarded our NEOs a mix of service-based and performance-based restricted stock units. The weighting of annual grants of long-term equity incentives in 2025 for our CEO and other NEOs was as follows: • 50% Weighting: Long-term performance restricted stock units intended to reward our executives for achieving financial goals over a multi-year period. Our long-term performance restricted stock units typically vest at the end of three years based on achievement of pre-established financial metrics over three calendar years. 50% Weighting: Service-based restricted stock units help retain our key executives. Restricted stock units also align our executives with the total returns earned by our investors. Our service-based restricted stock unit grants vest ratably over three years, conditioned on continued employment at each vesting date, providing a strong executive retention device.
2025 Long-Term Incentive Target Opportunities
2025 Long-Term Incentive Target Opportunities The target long-term incentive opportunity for each NEO is based on a percentage of their respective base salaries, as determined annually by the CMD Committee with input from management and Semler Brossy (with reference to the benchmarking analysis review). The target total long-term incentive opportunities for our NEOs in 2025 are described in the table below. However, for our NEOs who were employed at the time of our annual grants late in the first calendar quarter of 2025, the number of shares underlying each of those grants were determined based on an assumed share value of $16.00, which was an amount recommended by management and approved by the CMD Committee to approximate the average share value during calendar year 2024 rather than the lower share value at the time of the grants. This also explains the difference between the grant date fair values reflected in the Summary Compensation Table for the 2025 equity-based awards and the target award amounts reflected in the table below.
2025 Long-Term Incentive Target Opportunities
| Name | Base Salary | Target Award (% of Base) | Target Award Amount | | Aaron Schapper | $800,000 | 313% | $2,500,000 | | Samantha Rutty(1) | $450,000 | 140% | $630,000 | | Grant Fitz(2) | $494,400 | 125% | $618,000 | | Dan Hoehn(3) | $304,072 | 40% | $121,629 | | Jeff Baker | $397,127 | 100% | $397,127 |
2025 Long-Term Incentive Target Opportunities
(1) Upon the commencement of Ms. Rutty's employment on September 22, 2025, she received an award of performance restricted stock units with a target value of $315,000, subject to the same vesting criteria as other NEOs for the 2025 long-term incentive program, and an award of service-based restricted stock units with a grant date value of $315,000, subject to vesting in two equal amounts on the first two anniversaries of the grant date. (2) Mr. Fitz forfeited his 2025 long-term incentive grants upon his resignation effective May 2, 2025. (3) Mr. Hoehn's target long-term incentive opportunity was based on his base salary in effect for 2025 and did not include the supplemental monthly payments he received in connection with his additional duties as the Company’s interim Chief Financial Officer from May 2, 2025 through September 22, 2025.
2025 Long-Term Incentive Performance Metrics
2025 Long-Term Incentive Performance Metrics Beginning in 2021, the performance metric used in our performance-based long-term incentive awards has been based on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s relative total shareholder return over a three-year performance period (“rTSR”). The rTSR modifier is based on the Company’s three-year TSR performance relative to companies in the S&P 600 Materials and in the S&P 600 Industrials industry sectors, and is used only to either increase by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is at or above the 75th percentile of the companies in those sectors over the performance period, or to decrease by 25% the percentage payout based on EBITDA performance if the Company’s rTSR is below the 25th percentile of the companies in those sectors over the performance period. If the Company’s rTSR is at or above the 25th percentile but does not reach the 75th percentile, there is no adjustment to the payout otherwise determined by cumulative adjusted EBITDA performance. In 2024, the CMD Committee determined to (i) replace the three-year cumulative adjusted EBITDA metric with three-year cumulative adjusted EPS, and (ii) retain the rTSR modifier. The use of three-year target levels of cumulative adjusted EPS and the rTSR modifier were determined by the CMD Committee with input from the Committee’s independent compensation consultant and management. The change from cumulative adjusted EBITDA targets to cumulative adjusted EPS targets was made to better align with the Company’s strategy, drive consistent performance over time toward achieving objective financial metrics with strong alignment with shareholder value, and to more effectively correlate this performance to compensation. For 2025, the CMD Committee continued the use of three-year cumulated adjusted EPS as the primary performance metric, with the rTSR modifier, for our performance based long-term incentive awards. The target level of three-year cumulative adjusted EPS for a payout of 100% was based on the Company’s 3-year plan, the threshold level of a 50% payout was based on approximately 80% of plan, and the maximum level of 150% payout was based on approximately 120% of plan. The 150% maximum payout level was a one-time decrease from our usual 200% as a means of managing share usage under our 2024 stock incentive plan. The threshold, target, and maximum levels of cumulative adjusted EPS for the 2025-2027 performance-based long-term incentive awards will be disclosed in our 2028 proxy statement following completion of the three-year performance period and determination of vesting amounts based on our performance during that period.
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements As noted above, from 2021 through 2023, the CMD Committee determined to base our performance-based long-term incentives on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company’s three-year rTSR. The three-year target levels of cumulative adjusted EBITDA and the manner of application of the rTSR modifier for our 2023-2025 performance-based long-term incentive awards were established with input from management and the CMD Committee’s independent compensation consultant. Additionally, these metrics were used by management to assess the operating performance of the business over the three-year performance period. For the three-year performance period from 2023 through 2025, the Company achieved the cumulative EBITDA result, as adjusted to reflect certain nonrecurring items approved by the CMD Committee, reflected in the table below. The cumulative adjusted EBITDA goals and our actual performance for our 2023-2025 performance-based long-term incentive awards are set forth below ($ in millions). Although the Company’s rTSR for the period exceeded the 25th percentile of the combined index groups, our three-year cumulative adjusted EBIDTA failed to achieve the threshold goal of $414.5 million, so none of our performance-based long term incentive awards for this period vested or were subject to any adjustment based on rTSR.
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements
| | 2023-2025 Goals and Payout | | | | | | Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout % | | Cumulative Adjusted EBITDA (in millions) | $414.5 | $449.5 | $518.5 | $343.8 | 0.0% | | Myers rTSR Percentile | | | | 33.3% | | | rTSR Adjustment | | | | N/A | |
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements
Based on the foregoing, settlement of our NEOs' 2023-2025 long-term incentive performance awards was as follows:
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements
| | Number of PSUs/Shares | | | Name | Target (100%) PSUs | Shares as Settled | | Aaron Schapper(1) | N/A | N/A | | Samantha Rutty(2) | N/A | N/A | | Grant Fitz(3) | 0 | 0.0% | | Dan Hoehn | 3,338 | 0.0% | | Jeff Baker | 11,154 | 0.0% |
2023 Long-Term Incentive Performance Awards for 2023-2025 Performance Period – Objectives and Achievements
(1) Mr. Schapper became President and Chief Executive Officer on January 1, 2025, so he did not receive a 2023-25 PSU award. (2) Ms. Rutty became Executive Vice President and Chief Financial Officer on September 22, 2025, so she did not receive a 2023-25 PSU award. (3) Mr. Fitz forfeited his 2023-25 PSUs upon his resignation effective May 2, 2025.
2025 Onboarding Awards
2025 Onboarding Awards Mr. Schapper and Ms. Rutty each received one-time onboarding awards in connection with the commencement of their respective service as Chief Executive Officer and Chief Financial Officer. To align his interests with long-term shareholder interests, Mr. Schapper received 125,000 stock options with a strike price equal to the price of the Company’s common stock on the date of grant of $10.75, subject to three-year pro rata vesting on the first three anniversaries of the grant date. To ameliorate the loss of certain incentive awards forfeited by Ms. Rutty upon joining the Company, Ms. Rutty received a cash award in the amount $580,000 payable in two equal installments, on the first payroll date following her start date of September 22, 2025, and on the first payroll date following the six month anniversary of her start date, subject to her continued employment through that date
2024-25 Retention Program
2024-25 Retention Program In September of 2024, following the Company’s announcement of a search for a successor Chief Executive Officer, the CMD Committee reviewed, with the advice of Semler Brossy, and approved a retention program recommended by management to encourage certain officers of the Company to remain employed by the Company during the CEO search and transition period to help provide stability at the Company. Participants in the program were eligible to receive a one-time bonus if they remained employed by the Company for one year from commencement of the program, in an amount based on a percentage of their base salary. Mr. Baker’s retention bonus opportunity was based on 75% of his base salary. Mr. Hoehn’s retention bonus opportunity initially was based on 50% of his base salary, but in recognition of his additional duties as Interim Chief Financial Officer his opportunity was increased to 75%. In September 2025, Mr. Baker received a retention bonus of $293,250 and Mr. Hoehn received a retention bonus of $222,750.
Senior Officer Severance Plan
Senior Officer Severance Plan In 2020, the CMD Committee first recommended and the Board approved adoption of a Senior Officer Severance Plan (“Severance Plan”) to provide certain severance benefits for senior officers determined to be eligible to participate in the Severance Plan, including severance benefits in the event of certain terminations of employment, including in connection with a change in control of the Company. The Severance Plan is in lieu of any executive employment, severance, or change in control agreements and provides consistency in the levels of termination benefits available to our most senior officers as determined by the CMD Committee from time to time to be eligible for participation in the Severance Plan. For a summary of the benefits available to our NEOs in 2025 under the Severance Plan as amended, see the description under Severance Arrangements upon Termination Including Change in Control in this Proxy Statement.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(2)(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(6) | Total | | Aaron Schapper | 2025 | $775,385 | $— | $1,952,344 | $402,500 | $700,000 | $— | $59,000 | $3,889,228 | | President and Chief Executive Officer | | | | | | | | | | | Samantha Rutty | 2025 | $112,500 | $290,000(1) | $612,381 | $— | $76,269 | $— | $1,702 | $1,092,852 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Grant Fitz | 2025 | $192,383 | $— | $482,632 | $— | $— | $— | $10,099 | $685,114 | | Former Executive Vice President and Chief Financial Officer | 2024 | $491,631 | $— | $570,830 | $— | $— | $— | $25,567 | $1,088,028 | | | 2023 | $604,615 | $— | $1,002,857 | $— | $237,244 | $— | $15,548 | $1,860,264 | | Dan Hoehn | 2025 | $302,646 | $222,750 | $101,221 | $— | $106,425 | $— | $65,266 | $798,308 | | Interim Chief Financial Officer, Vice President and Corporate Controller | | | | | | | | | | | Jeff Baker | 2025 | $397,127 | $293,250 | $310,151 | $— | $65,228 | $— | $36,614 | $1,102,370 | | President, Distribution | 2024 | $394,903 | $— | $366,833 | $— | $— | $— | $45,962 | $807,697 | | | 2023 | $380,606 | $— | $368,342 | $— | $219,136 | $— | $33,434 | $1,001,518 | | | 2022 | $355,462 | $— | $288,825 | $— | $342,738 | $— | $28,533 | $1,015,557 |
SUMMARY COMPENSATION TABLE
(1) To ameliorate the loss of certain incentive awards forfeited by Ms. Rutty upon joining the Company, Ms. Rutty received a cash award in the amount of $580,000 payable in two installments. The first was paid on the first payroll date following her start date of September 22, 2025. The second installment will be paid on the first payroll date following the six month anniversary of her start date, subject to her continued employment. (2) Amounts shown do not reflect compensation actually received by the executive officers. Instead, the amounts shown are reported at grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, Compensation — Stock Compensation (referred to herein as “FASB ASC Topic 718”). The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. The amounts set forth in this column for 2025 include the grant date fair value of performance stock unit awards. The value of the annual performance stock unit awards granted in fiscal year 2025 if the target level of performance is achieved was: Mr. Schapper – $1,040,625, Ms. Rutty – $328,102, Mr. Fitz – $257,249, Mr. Hoehn – $56,863, and Mr. Baker – $165,315. The value of the annual performance stock unit awards granted in fiscal year 2025 if the maximum performance target is achieved was: Mr. Schapper – $2,081,250, Ms. Rutty – $656,205, Mr. Fitz – $514,798, Mr. Hoehn – $113,726, and Mr. Baker – $330,629. (3) Amounts in this column for 2025 include the grant date fair value of restricted stock unit awards. Information regarding the restricted stock unit awards granted to our NEOs is set forth in the Grants of Plan Based Awards Table for each respective year. The Grants of Plan Based Awards Table also sets forth the grant date fair value in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to our Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. (4) Amount in this column for 2025 includes the grant date fair value of non-qualified stock options. Information regarding the restricted stock unit awards granted to our NEOs is set forth in the Grants of Plan Based Awards Table for each respective year. The Grants of Plan Based Awards Table also sets forth the grant date fair value in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to our Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. (5) Amounts in this column represent annual incentive bonuses that were earned during the calendar year indicated and paid in the first quarter of the following year. In addition, Mr. Fitz became ineligible to receive a 2025 bonus upon his resignation from the Company in 2025. The amounts set forth in this column include: (i) Company contributions under our 401(k) plan and Nonqualified Deferred Compensation Plan; (ii) executive physicals; (iii) dividends upon vesting of restricted stock awards; (iv) relocation expenses; and (v) for Mr. Hoehn in 2025, supplemental compensation for his service as Interim Chief Financial Officer from May 2, 2025 through September 22, 2025. These benefits are valued based on the incremental costs to the Company and are listed in the following table:
SUMMARY COMPENSATION TABLE
| | 2025 | 2024 | 2023 | | Mr. Schapper | | | | | Contributions | $14,000 | $— | $— | | Executive Physical | — | — | — | | Relocation | 30,000 | — | — | | Dividends | — | — | — | | Legal Fees | 15,000 | | | | | $59,000 | $— | $— | | Ms. Rutty | | | | | Contributions | $1,702 | $— | $— | | Executive physical | — | — | — | | Relocation | — | — | — | | Dividends | — | — | — | | | $1,702 | $— | $— | | Mr. Fitz | | | | | Contributions | $7,226 | $13,800 | $— | | Executive physical | — | 4,287 | — | | Relocation | — | — | 15,548 | | Dividends | 2,873 | 7,480 | — | | | $10,099 | $25,567 | $15,548 | | Mr. Hoehn | | | | | Supplemental compensation for interim CFO | $44,000 | $— | $— | | Contributions | 14,832 | — | — | | Executive Physical | — | — | — | | Relocation | — | — | — | | Dividends | 6,434 | — | — | | | $65,266 | $— | $— | | Mr. Baker | | | | | Contributions | $15,885 | $24,562 | $28,934 | | Executive physical | 3,025 | — | 1,882 | | Relocation | — | — | — | | Dividends | 17,704 | 21,167 | 2,618 | | | $36,614 | $45,962 | $33,434 |
Grants of Plan Based Awards
Grants of Plan Based Awards The following table contains information concerning the grants of plan based awards to the NEOs in 2025 under the 2024 Plan and the annual incentive plan. The actual value and gains, if any, on an option exercise are dependent upon the future performance of our common stock and overall market conditions. The outstanding and unvested portion of stock awards identified in the table below are also reported in the “Outstanding Equity Awards at Fiscal 2025 Year-End” table below.
Grants of Plan Based Awards During Fiscal Year 2025
Grants of Plan Based Awards During Fiscal Year 2025
Grants of Plan Based Awards During Fiscal Year 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units(3) (#) | Options (#) | Awards ($/Sh) | Award(4) ($) | | Aaron Schapper | 3/1/2025 | | 800,000 | 1,600,000 | | | | | | | | | | 3/10/2025 | | | | | 78,125 | 156,250 | | | | 1,040,625 | | | 3/10/2025 | | | | | | | 78,125 | | | 911,719 | | | 1/2/2025 | | | | | | | | 125,000 | 10.75 | 402,500 | | Samantha Rutty | 9/22/2025 | | 87,164 | 174,329 | | | | | | | | | | 9/22/2025 | | | | | 19,221 | 38,442 | | | | 328,102 | | | 9/22/2025 | | | | | | | 19,221 | | | 284,279 | | Grant Fitz | 3/1/2025 | | 494,400 | 988,800 | | | | | | | | | | 3/10/2025 | | | | | 19,313 | 38,626 | | | | 257,249 | | | 3/10/2025 | | | | | | | 19,313 | | | 225,383 | | Daniel Hoehn | 3/1/2025 | | 121,629 | 243,258 | | | | | | | | | | 3/10/2025 | | | | | 3,801 | 7,602 | | | | 56,863 | | | 3/10/2025 | | | | | | | 3,801 | | | 44,358 | | Jeffrey J. Baker | 3/1/2025 | | 297,845 | 595,691 | | | | | | | | | | 3/10/2025 | | | | | 12,411 | 24,822 | | | | 165,315 | | | 3/10/2025 | | | | | | | 12,411 | | | 144,836 |
Grants of Plan Based Awards During Fiscal Year 2025
(1) Represents potential future payouts for annual cash bonuses. Actual payout amounts were based on results of our adjusted EBITDA for 2025, which fell below the threshold level, so no bonuses were paid to our NEOs with respect to 2025. In addition, Mr. Fitz became ineligible to receive a 2025 bonus upon his departure from the Company in 2025. Annual incentive bonuses with respect to prior calendar years are reflected under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Represents awards of performance stock units subject to vesting on March 16, 2028 with payout based on our cumulative adjusted EBITDA over a three-year performance period for the performance period of 2025-2027 and a modifier based on our relative TSR performance over a three-year performance period ending on March 15, 2028. The number of each NEO's performance stock units, granted at the target levels of value for these awards, was determined as follows: (a) for Messrs. Schapper, Fitz, Hoehn, and Baker, their awards were based on their target opportunity and an assumed price per share of $16.00, an amount recommended by management and approved by the CMD Committee to better represent the recent average price of our common stock rather than the lower value at the time of the grants; and (b) for Ms. Rutty, her award was based on her target opportunity and the average closing price of our common stock for the period of 20 trading days ending the day before September 22, 2025, which was $16.61 per share. The grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718 based on the grant date fair value of $13.32 per share per share for all NEOs other than Ms. Rutty and Mr. Hoehn; the grant date fair value for Ms. Rutty's award was $17.07 per share and the grant date fair value for Mr. Hoehn's award was $14.96 per share. (3) Represents awards of restricted stock units generally subject to ratable vesting in three annual installments on March 16 of each of the first three years after the grant date; however, (a) Mr. Fitz's awards were forfeited upon his resignation from the Company on May 2, 2025, and (b) Ms. Rutty's restricted stock units vest in two equal installments on the first two anniversaries of the grant date of September 22, 2025. The grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718 based on the grant date fair value of $11.67 per share for all NEOs other than Ms. Rutty; the grant date fair value for Ms. Rutty's award was $17.07 per share. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. The number of restricted stock units granted for each these awards was determined as follows: (a) for Messrs. Schapper, Fitz, Hoehn, and Baker, their awards were based on their target opportunity and an assumed price per share of $16.00, an amount recommended by management and approved by the CMD Committee to better represent the recent average price of our common stock rather than the lower value at the time of the grants; and (b) for Ms. Rutty, her award was based on her target opportunity and the average closing price of our common stock for the period of 20 trading days ending the day before the grant date, which was $16.61. Represents payout at target based on the grant date fair value of such awards in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows all outstanding equity awards held by the NEOs at the end of fiscal year 2025 that have not been exercised, forfeited, or vested. Certain of the awards identified in the table below are also reported in the “Grants of Plan Based Awards During Fiscal Year 2025” table above.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Option Awards | | | | | | Stock Awards | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Aaron Schapper | 41,667 | 83,333 | | 10.75 | 1/2/2035 | 78,125(2) | 1,462,500 | 78,125(6) | 1,462,500 | | Samantha Rutty | | | | | | 19,221(3) | 359,817 | 19,221(7) | 359,817 | | Grant Fitz | | | | | | — | — | — | — | | Daniel Hoehn | | | | | | 742(4) | 13,890 | 3,338(8) | 62,487 | | | | | | | | 1,635(5) | 30,607 | 3678(9) | 68,852 | | | | | | | | 3,801(2) | 71,155 | 3,801(6) | 71,155 | | Jeffrey Baker | | | | | | 2,479(4) | 46,407 | 11,154(8) | 208,803 | | | | | | | | 5,471(5) | 102,417 | 12,308(9) | 230,406 | | | | | | | | 12,411(2) | 232,334 | 12,411(6) | 232,334 |
Outstanding Equity Awards at Fiscal 2025 Year-End
(1) Calculated by multiplying $18.72, the closing market price of our common stock on December 31, 2025, by the number of unvested restricted stock units and unvested performance stock units at target payout. (2) Represents unvested service based restricted stock units granted on March 10, 2025 which are subject to vesting in three equal installments on March 16 in 2025, 2026, and 2027. (3) Represents unvested service based restricted units granted on September 22, 2025 which are subject to vesting in two equal installments on September 22 in 2026 and 2027. (4) Represents unvested service based restricted units granted on March 6, 2023 which are subject to vesting as the last of three equal installments on March 16 in 2025. (5) Represents unvested service based restricted units granted on March 7, 2024 which are subject to vesting in two remaining equal installments on March 16 in 2025 and 2026. (6) Represents unvested performance based restricted stock units granted on March 10, 2025 which are subject to settlement based on applicable performance conditions for the three-year performance period 2025-2027. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (7) Represents unvested performance based restricted stock units granted on September 22, 2025 which are subject to settlement based on applicable performance conditions for the three-year performance period 2025-2027. The units shown indicate the number of shares that would be paid out if performance is achieved at target. (8) Represents unvested performance based restricted stock units granted on March 6, 2023 which are subject to settlement based on applicable performance conditions for the three-year performance period 2023-2025. The units shown indicate the number of shares that would be paid out if performance is achieved at target. Represents unvested performance based restricted stock units granted on May 9, 2024 which are subject to settlement based on applicable performance conditions for the three-year performance period 2024-2026. The units shown indicate the number of shares that would be paid out if performance is achieved at target.
Option Exercises and Stock Vested for Fiscal Year End 2025
Option Exercises and Stock Vested for Fiscal Year End 2025 The following table shows the options that were exercised and the restricted stock grants that vested for the NEOs during fiscal year 2025.
Option Exercises and Stock Vested for Fiscal Year End 2025
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Aaron Schapper | — | — | — | — | | Samantha Rutty | — | — | — | — | | Grant Fitz | — | — | 4,256 | 54,392 | | Daniel Hoehn | — | — | 4,397 | 56,194 | | Jeffrey J. Baker | — | — | 12,533 | 160,172 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table shows the contributions, earnings, and balances of the NEOs in our Nonqualified Deferred Compensation Plan with respect to fiscal year 2025.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Aaron Schapper | — | — | — | — | — | | Samantha Rutty | — | — | — | — | — | | Grant Fitz | — | — | — | — | — | | Daniel Hoehn | 20,799 | 832 | 38,820 | — | 290,643 | | Jeffrey J. Baker | 3,971 | 1,885 | 159,472 | — | 1,007,677 |
Nonqualified Deferred Compensation
(1) Contributions by the Company in 2026 with respect to fiscal year 2025 under the Nonqualified Deferred Compensation Plan. Earnings in this column represent estimated earnings on the Nonqualified Deferred Compensation Plan, which are based upon participant-directed investment allocations. These amounts are not included in the Summary Compensation Table because they do not constitute above market interest or preferential earnings.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how we align executive compensation with performance, refer to “Executive Compensation and Related Information – Compensation Discussion and Analysis.”
Pay versus Performance
| | Summary | | | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based on: | | | | | | Year (a) | Compensation Table Total for First PEO(1) (b) | Compensation Actually Paid to First PEO(2) (c) | Summary Compensation Table Total for Second PEO(3) (d) | Compensation Actually Paid to Second PEO(4) (e) | Summary Compensation Table Total for Third PEO(5) (f) | Compensation Actually Paid to Third PEO(6) (g) | Compensation Table Total for Non-PEO NEOs(7) (h) | Compensation Actually Paid to Non-PEO NEOs(8) (i) | Total Shareholder Return (TSR)(9) (j) | Peer Group 1 TSR(10) (k) | Peer Group 2 TSR(10) (k) | Net Income (millions)(11) (l) | Adjusted EBITDA (millions)(12) (m) | | 2025 | $3,889,228 | $5,762,542 | $— | $— | $— | $— | $919,661 | $816,175 | $105.11 | $154.36 | $200.49 | $34.9 | $124.2 | | 2024 | $— | $— | $4,212,044 | $(862,208) | $1,278,846 | $859,183 | $943,810 | $341,797 | $77.41 | $165.34 | $197.28 | $7.2 | $122.2 | | 2023 | $— | $— | $3,820,360 | $904,036 | $— | $— | $1,016,764 | $682,786 | $132.11 | $163.68 | $168.39 | $48.9 | $97.3 | | 2022 | $— | $— | $3,892,778 | $7,338,779 | $— | $— | $797,339 | $951,584 | $145.93 | $136.42 | $127.72 | $60.3 | $109.2 | | 2021 | $— | $— | $2,693,823 | $2,968,343 | $— | $— | $750,142 | $409,365 | $127.98 | $145.27 | $140.98 | $33.5 | $72.4 |
Pay versus Performance
(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Schapper, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Related Information – Executive Compensation Tables – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of CAP for Mr. Schapper, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schapper during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Schapper’s total compensation for each year to determine the CAP:
Pay versus Performance
| Year | Reported Summary Compensation Table Total for First PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to First PEO | | 2025 | $3,889,228 | $(2,354,844) | $4,228,158 | $5,762,542 |
Pay versus Performance
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay versus Performance
| Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $4,140,281 | $— | — | $— | $— | $87,877 | $4,228,158 | | 2024 | $— | $(2,379,687) | — | $178,789 | $(520,027) | $(44,172) | $(2,765,096) | | 2023 | $1,430,021 | $(1,961,566) | — | $(188,128) | $— | $124,565 | $(595,108) | | 2022 | $3,626,614 | $1,729,636 | — | $(49,030) | $— | $238,780 | $5,546,001 | | 2021 | $1,382,320 | $202,340 | — | $17,292 | $— | $91,574 | $1,693,526 |
Pay versus Performance
(3) Amounts reported in column (d) are the amounts of total compensation reported for Michael McGaugh, who served as our Chief Executive Officer for each applicable year, included in the “Total” column of the Summary Compensation Table for each corresponding year. (4) Amounts reported in column (e) represent the amount of CAP for Mr. McGaugh for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McGaugh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McGaugh's total compensation for each year to determine the CAP:
Pay versus Performance
| Year | Reported Summary Compensation Table Total for Second PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Second PEO | | 2024 | $4,212,044 | $2,309,156 | $(2,765,096) | $(862,208) | | 2023 | $3,820,360 | $2,321,216 | $(595,108) | $904,036 | | 2022 | $3,892,778 | $2,100,001 | $5,546,001 | $7,338,779 | | 2021 | $2,693,823 | $1,419,006 | $1,693,526 | $2,968,343 |
Pay versus Performance
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay versus Performance
| Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $— | $(2,379,687) | — | $178,789 | $(520,027) | $(44,172) | $(2,765,096) | | 2023 | $1,430,021 | $(1,961,566) | — | $(188,128) | — | $124,565 | $(595,108) | | 2022 | $3,626,614 | $1,729,636 | — | $(49,030) | — | $238,780 | $5,546,001 | | 2021 | $1,382,320 | $202,340 | — | $17,292 | — | $91,574 | $1,693,526 |
Pay versus Performance
Amount reported in column (f) is the amount of total compensation reported for Dave Basque, who served as our interim Chief Executive Officer for a portion of 2024, included in the “Total” column of the Summary Compensation Table for 2024. Amount reported in column (g) represents the CAP for Mr. Basque in 2024, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Basque during 2024. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the CAP for 2024:
Pay versus Performance
| Year | Reported Summary Compensation Table Total for Third PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Third PEO | | 2024 | $1,278,846 | $253,190 | $(166,473) | $859,183 |
Pay versus Performance
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay versus Performance
| Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $54,231 | $(245,552) | — | $20,798 | — | $4,049 | $(166,473) |
Pay versus Performance
(7) Amounts reported in column (h) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non–CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Samantha Rutty, Dan Hoehn, Grant Fitz, and Jeff Baker; (ii) for 2024, Grant Fitz, Jeff Baker, and Jim Gurnee; (iii) for 2023, Grant Fitz, Monica Vinay, Jeff Baker, and Jim Gurnee; (iv) for 2022, Sonal Robinson, Monica Vinay, Jeff Baker, Jim Gurnee, and Paul Johnson; and (v) for 2021, Sonal Robinson, Dan Hoehn, Andrean Horton, and Tom Harmon. (8) Amounts reported in column (i) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Pay versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $919,661 | $(376,596) | $273,110 | $816,175 | | 2024 | $943,810 | $391,831 | $(210,183) | $341,797 | | 2023 | $1,016,764 | $457,533 | $123,555 | $682,786 | | 2022 | $797,339 | $183,967 | $338,212 | $951,584 | | 2021 | $750,142 | $296,973 | $(43,804) | $409,365 |
Pay versus Performance
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Pay versus Performance
| Year | Average Year End Fair Value of Equity Awards | Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $339,889 | $17,533 | $— | $14,895 | $(98,697) | $(510) | $273,110 | | 2024 | $70,074 | $(304,942) | $22,395 | $(7,053) | $— | $9,343 | $(210,183) | | 2023 | $328,872 | $(97,458) | $— | $(8,998) | $(107,885) | $9,023 | $123,555 | | 2022 | $294,838 | $108,664 | $— | $(2,750) | $(76,160) | $13,620 | $338,212 | | 2021 | $136,391 | $4,108 | $— | $4,682 | $(189,492) | $507 | $(43,804) |
Pay versus Performance
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Represents the TSR from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2025 Long Term Incentives.” Information regarding the TSR of the S&P 600 Materials (Sector) is included in the five year cumulative total return chart included in the Company’s 2023 Annual Report on Form 10-K. (11) Amounts represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (12) Adjusted EBITDA is defined as net income plus depreciation and amortization, interest expense (net), income tax provision, and restructuring or other unusual charges. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year, to Company performance.
Analysis of Information Presented in Pay versus Performance Table
Analysis of Information Presented in Pay versus Performance Table As described in greater detail in “Executive Compensation and Related Information – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a strong pay-for-performance philosophy with an emphasis on variable, performance-based compensation. While the Company uses several objective metrics to align executive compensation with our financial performance, we do not specifically align such metrics with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables to reflect the relationships between certain of the information presented in the Pay versus Performance table and CAP. The CAP vs. TSR table includes TSR information from the following two peer groups, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The TSR information from the S&P 600 Industrials (Sector) is included as supplemental information. The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company’s relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company’s long-term performance-based incentive awards, as described under “Executive Compensation and Related Information – Compensation Discussion and Analysis – 2025 Long Term Incentives.”
CEO Pay Ratio
CEO Pay Ratio As a result of rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (in the Company’s case, the CEO). In determining the median employee, a listing of all employees (the Company’s full employee population, but excluding the CEO) as of December 26, 2025, was prepared and the Company applied a “consistently applied compensation measure” to determine the median employee. For the consistently applied compensation measure, the Company looked to annual base salaries of employees for 2025. We used an annual base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. Non-U.S. employees were included in the determination of the median employee compensation, with the salary amounts of such non-U.S. employees converted to U.S. dollars using the applicable exchange rate as of December 26, 2025. The annual total compensation paid to our CEO in 2025 based on his time of service was $3,889,228, as reflected in the Summary Compensation Table information included in this Proxy Statement. The annual total compensation for 2025 of our median employee (other than the CEO) was calculated in accordance with the requirements of the Summary Compensation Table and determined to be $66,275. Accordingly, our CEO annual total actual compensation in 2025 was approximately 58.68 times that of our median employee in 2025. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.