DEF 14A of Cooper-Standard Holdings Inc.
Filed Apr 2, 2026 · FY20250001320461-26-000061
Election of Directors
Election of Directors
Election of Directors
| Our 2026 Director Nominees Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the nine individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of the stockholders in 2027 and until their successors, if any, are elected or appointed and qualified, or until their earlier resignation, removal, or death. All of these nominees have consented to being named in this proxy statement and to serve, if elected. If any of them is unable or declines to serve as a director, proxies voting for that nominee may be voted for a substitute nominee selected by the Board. The Board may also choose to reduce the number of directors to be elected at the meeting. Each incumbent director who has been nominated for reelection by the Board must submit or have submitted an irrevocable resignation. If an incumbent director is not reelected, then (within 90 days of receiving the certified vote pertaining to the election of directors) the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board, in making its determination, may consider any factors they determine appropriate. Because this is an uncontested election, a nominee will be elected if more votes are cast “for” than “against” that nominee’s election, and any abstentions or broker non-votes will not be counted as a vote “for” or “against” that nominee’s election. If a nominee is not elected, or if the Board accepts an unsuccessful incumbent director’s resignation, then the Board may fill the resulting vacancy. | | | | | | | The Board of Directors recommends that the stockholders vote FOR each of our nominees. | | | DIRECTOR NOMINEES John G. Boss Jeffrey S. Edwards Richard J. Freeland Adriana E. Macouzet-Flores David J. Mastrocola Christine M. Moore Robert J. Remenar Sonya F. Sepahban Stephen A. Van Oss |
Election of Directors
| 2026 Proxy Statement | 10 | |
Director Nominees
Director Nominees The names of the nominees, along with their present positions, their principal occupations, directorships held with other public corporations currently over the last five years, their ages, and the year first elected as a director are set forth below. In addition, certain individual qualifications, experiences, and skills of our nominees that led the Board to the conclusion to nominate each such individual are set forth below.
Director Nominees
| | Professional Experience Until his retirement in March 2020, Mr. Boss was the president and chief executive officer of Momentive Performance Materials Inc. (“MPM”), a global producer of silicones, quartz and specialty ceramic materials, serving in this capacity for six years. Mr. Boss also served as a director of MPM Holdings Inc. from October 2014 to March 2020 and served as President of the Silicones & Quartz Division of MPM from March 2014 to December 2014. Mr. Boss’s career spans more than 30 years in the specialty chemicals and materials industry, including various executive leadership positions with Honeywell International, a producer of commercial, industrial and consumer products. Mr. Boss also serves on the board of directors of Wabash National Corporation, where he chairs the Compensation Committee and serves on the Audit Committee; Libbey, Inc., where he serves on the Audit Committee; and Calumet Inc., where he chairs the Compensation Committee and serves on the Audit Committee. Mr. Boss earned a Master of Business Administration degree in Marketing and Finance from Rutgers Graduate School of Management and a Bachelor’s Degree in Mechanical Engineering from West Virginia University. | | | JOHN G. BOSS Age 66 Director Since 2020 Independent Yes Committees •Compensation (Chair) | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Mergers & Acquisitions/Capital Markets •International Business/ Markets | •Engineering/Technical •Manufacturing/Supply Chain •Innovation & Technology Strategy •Environmental/Social/Governance | | | Other Current Public Company Directorships •Wabash National Corporation •Calumet Inc. | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| 2026 Proxy Statement | 14 | |
Director Nominees
| | Professional Experience With more than 40 years of automotive industry experience, Jeffrey Edwards serves as chairman and CEO of Cooper Standard, a position he has held since May 2013. He joined Cooper Standard as CEO and became a member of the Company's board of directors in October 2012. Since joining Cooper Standard, Mr. Edwards has been focused on driving value through culture, innovation and results. Mr. Edwards also serves on the board of directors of Standex International Corp., where he serves on the Compensation and Nominating and Corporate Governance Committees. Prior to joining Cooper Standard, Mr. Edwards held positions of increasing responsibility at Johnson Controls, Inc. from 1984 to 2012. Most recently, he led the Automotive Experience Asia Group, serving as corporate vice president as well as group vice president and general manager. Mr. Edwards earned a Bachelor of Science degree in business administration from Clarion University in Pennsylvania. He has also completed an executive training program at INSEAD, an international graduate business school and research institution. | | | JEFFREY S. EDWARDS (CHAIRMAN) Age 63 Director Since 2012 Independent No | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Mergers & Acquisitions/Capital Markets •International Business/Markets | •Manufacturing/Supply Chain •Innovation & Technology Strategy •Environmental/Social/Governance | | | Other Current Public Company Directorships •Standex International Corp. | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | 15 | 2026 Proxy Statement |
Director Nominees
| Table of Contents | Proposal 1 |
Director Nominees
| | Professional Experience Mr. Freeland served as president and chief operating officer of Cummins Inc., a global manufacturer of engines, power systems, and related components, from July 2014 to October 2019, prior to which he served in various senior leadership positions, including vice president and president of the Engine Business from 2010 to 2014, president of the Components Group from 2008 to 2010, and president of Worldwide Distribution Business from 2005 to 2008. Mr. Freeland serves as chair of the board of directors of Valvoline Inc., and as a member of its Compensation and Nominating and Governance Committees, and serves on the board of directors of Hyliion Holdings Corp. and as a member of its Compensation and Technology Committees. He is also a member of the Advisory Council of Purdue University, Krannert School of Management. Mr. Freeland earned a Bachelor of Science degree from Purdue University in industrial management and a Master of Business Administration degree from Indiana University. | | | RICHARD J. FREELAND Age 68 Director Since 2020 Independent Yes Committees •Nominating and Corporate Governance (Chair) | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Mergers & Acquisitions/Capital Markets •International Business/Markets | •Manufacturing/Supply Chain •Innovation & Technology Strategy •Environmental/Social Governance | | | Other Current Public Company Directorships •Valvoline Inc. •Hyliion Holdings Corp | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | Professional Experience Ms. Macouzet-Flores is vice president, Latin America and PMC general manager, Latin America of PPG Industries de Mexico, S.A. de C.V., a subsidiary of PPG Industries Inc., a manufacturer and distributor of a broad range of paints, coatings and specialty materials, prior to which she served as its general manager, Latin America North and general manager, Automotive OEM Coatings from January 2012 to June 2017. Ms. Macouzet-Flores held several other positions of increasing responsibility at PPG Industries since she started with the company in 1989. Ms. Macouzet-Flores has over 25 years of leadership experience in multinational settings. She earned an undergraduate degree in chemical engineering from Universidad La Salle, Mexico City, Mexico, and has completed executive training courses in Finance Management at University of Michigan Ross School of Business; Corporate Strategy at The University of Chicago Booth School of Business; and Women on Boards at Harvard Business School. | | | ADRIANA E. MACOUZET FLORES Age 64 Director Since 2020 Independent Yes Committees •Nominating and Corporate Governance | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Mergers & Acquisitions/ Capital Markets •International Business/Markets | •Engineering/Technical •Manufacturing/Supply Chain •Innovation & Technology Strategy •Environmental/Social/Governance | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| 2026 Proxy Statement | 16 | |
Director Nominees
| | Professional Experience Mr. Mastrocola is a private investor. Previously, Mr. Mastrocola served as partner and managing director of Goldman, Sachs & Co. During his 22 years at Goldman, Sachs & Co., he held a number of senior management positions in the Investment Banking Division, including heading and coheading the corporate finance, mergers/strategic advisory and industrials/natural resources departments, as well as serving as a member of firm-wide capital and commitments committees. Prior to Goldman, Sachs & Co., Mr. Mastrocola was a senior auditor at Arthur Anderson & Co. Mr. Mastrocola also served on the Board of Trustees of Save the Children Foundation for 12 years. Mr. Mastrocola earned his Master of Business Administration degree from Harvard University and his undergraduate degree from Boston College. | | | DAVID J. MASTROCOLA Age 64 Director Since 2010 Lead Director Since 2011 Independent Yes Committees • Compensation | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk | •Mergers & Acquisitions/Capital Markets •International Business/Markets | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | Professional Experience Ms. Moore retired in January 2026 as executive vice president and Chief Audit Executive of Comerica Bank, a financial services company, a position she held since 2024. Prior to that time she held positions at Comerica Bank of increasing responsibility, including Executive Vice President and General Auditor from 2016 to 2024, Senior Vice President & Deputy General Auditor from 2014 to 2016, Senior Vice President & Audit Director from 2004 to 2014, and Senior Auditor, Audit Manager, Audit Director from 1991 to 1999. She has also served as Controller, Jordan Services Inc. from 2000 to 2004 and began her accounting and auditing career at PricewaterhouseCoopers. Ms. Moore earned a Bachelor of Business Administration degree from Marygrove College and a Master of Business Administration degree from University of Detroit Mercy. She has participated in the Leadership at the Peak, a Center for Creative Leadership Executive Leadership Program, Inforum’s Center for Women’s Leadership Executive Leadership Program, as well as earned: the certifications and designations of Certified Public Accountant (CPA); Certified Information System Auditor (CISA); Certified Anti-Money Laundering Specialists (CAMS); Certified Fiduciary and Investment Risk Specialist (CFIRS); and NACD Directorship. She is a member of the Michigan Association of CPAs, Information Systems Audit & Control Association, Institute of Internal Auditors, Association of Certified Anti-Money Laundering Specialists, the Executive Leadership Council, and National Association of Corporate Directors. | | | CHRISTINE M. MOORE Age 63 Director Since 2021 Independent Yes Committees •Audit | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk | •Cybersecurity/Information Technology •Environmental/Social/ Governance | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | 17 | 2026 Proxy Statement |
Director Nominees
| Table of Contents | Proposal 1 |
Director Nominees
| | Professional Experience Mr. Remenar serves as chief operating officer of Kensington Capital Acquisition Corp. VI, a special purpose acquisition company since February, 2026. Mr. Remenar served as chief operating officer of Kensington Capital Acquisition Corp. IV, a special purpose acquisition company from March 2022 to September 2022. Mr. Remenar was president of Kensington Capital Acquisition Corp. II, a special purpose acquisition company, from February 2021 to October 2021 and served as vice chairman of its board of directors. From June 2020 to November 2020, he was president of Kensington Capital Acquisition Corp. I, a special purpose acquisition company, also serving as vice chairman of its board of directors. Mr. Remenar also served as president and chief executive officer of Chassix Inc., a manufacturer of chassis systems, from July 2012 to June 2014, and he served as president and chief executive officer of Nexteer Automotive from December 2009 to June 2012, and president of Delphi Steering/Nexteer Automotive from April 2002 to November 2012. Previously, he held several executive positions within Delphi Corp. since 1998 and several executive and managerial positions within General Motors since 1985. Mr. Remenar also serves on the board of directors of Samvardhana Motherson International Limited, where he serves as Lead Independent Director, chair of the Risk Management Committee and as a member of the Strategic Relationship, Strategic Business Matters and Global Sustainability Committees, and the board of directors of Munro & Associates and HEVO Inc. He earned his Master of Business and Professional Accountancy degrees from Walsh College and his undergraduate degree from Central Michigan University. | | | ROBERT J. REMENAR Age 70 Director Since 2015 Independent Yes Committees •Compensation •Audit | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Financial/Audit & Risk •Mergers & Acquisitions/Capital Markets | •International Business/Markets •Engineering/Technical •Manufacturing/Supply Chain •Innovation & Technology Strategy | | | Other Current Public Company Directorships •Samvardhana Motherson International Limited (formerly known as Motherson Sumi Systems Limited) | | | | Former Public Company Directorships (past 5 years) •Kensington Capital Acquisition Corp. •Kensington Capital Acquisition Corp. II | |
Director Nominees
| 2026 Proxy Statement | 18 | |
Director Nominees
| | Professional Experience Ms. Sepahban is the CEO and chair of the board of directors of OurOffice, Inc., a provider of enterprise Human Resources and Workplace Communication suite of products. From 2009 to 2015, she served as senior vice president of engineering, development and technology at General Dynamics Land Systems, a business unit of General Dynamics, a global aerospace and defense company. From 1997 to 2009, she held a number of leadership positions with Northrop Grumman Space Technology, including chief technology officer and senior vice president and chief engineer. Previously, Ms. Sepahban held a number of technical and management positions at the NASA Johnson Space Center. Ms. Sepahban earned a Master of Business Administration degree from the University of Houston, a master’s degree in chemical engineering from Rice University, a bachelor’s degree in chemical engineering from Cornell University, and a political science degree from the Institute of Political Sciences in Paris, France. | | | SONYA F. SEPAHBAN Age 65 Director Since 2016 Independent Yes Committees •Nominating and Corporate Governance | | | | | Skills and Experience •Core Industry •Senior Executive Leadership •Mergers & Acquisitions/Capital Markets •International Business/Markets •Engineering/Technical | •Manufacturing/Supply Chain •Innovation & Technology Strategy •Cybersecurity/Information Technology •Environmental/Social/ Governance | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | Professional Experience Mr. Van Oss currently serves as an Operating Partner, Distribution for Gamut Capital Management, a New York based private equity firm. From 2009 until his retirement in December 2015, Mr. Van Oss served as senior vice president and chief operating officer and director of WESCO International, Inc., a supply chain solutions company. He served as a senior vice president and chief financial and administrative officer of WESCO from 2004 to 2009 and as vice president and chief financial officer of WESCO from 2000 to 2004. Previously, he served as WESCO’s director of information technology from 1997 to 2000 and as its director of acquisition management in 1997. Mr. Van Oss serves on the board of directors of JPW Industries as the chairman and is a member of the audit and compensation committees. He earned his graduate degree from Cleveland State University, undergraduate degree from Wright State University and is a Certified Public Accountant licensed in Ohio. | | | STEPHEN A. VAN OSS Age 71 Director Since 2008 Independent Yes Committees •Audit (Chair) •Compensation | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk •Mergers & Acquisitions/Capital Markets | •International Business/Markets •Manufacturing/Supply Chain •Cybersecurity/Information Technology | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
Director Nominees
| | 19 | 2026 Proxy Statement |
Director Compensation
Director Compensation
SUMMARY OF COMPENSATION
| Name | Fees Earned or Paid in Cash $ | | Stock Awards1 $ | Total $ | | (a) | (b) | | (c) | (d) | | John G. Boss | 110,000 | 2 | 182,906 | 292,906 | | Richard J. Freeland | 110,000 | 3 | 182,906 | 292,906 | | Adriana E. Macouzet-Flores | 100,000 | | 182,906 | 282,906 | | David J. Mastrocola | 120,000 | 4 | 182,906 | 302,906 | | Christine M. Moore | 100,000 | | 182,906 | 282,906 | | Robert J. Remenar | 100,000 | | 182,906 | 282,906 | | Sonya F. Sepahban | 100,000 | | 182,906 | 282,906 | | Thomas W. Sidlik | 37,329 | 5 | — | 37,329 | | Stephen A. Van Oss | 110,000 | 6 | 182,906 | 292,906 |
Executive Compensation Review for 2025
Executive Compensation Review for 2025 As discussed above, the Compensation Committee has engaged FW Cook as its independent compensation consultant. With respect to its engagement of FW Cook, the Compensation Committee considers all factors relevant to FW Cook’s independence from management as required by applicable NYSE standards. Apart from the work it performed for the Compensation Committee, FW Cook provided no other services to the Company in 2025. As a result of this and the consideration of other factors, the Compensation Committee determined that the engagement of FW Cook in 2025 was appropriate and raised no conflict of interest. As part of its engagement, FW Cook benchmarks the target compensation levels of our NEOs to assess the competitiveness of our executive compensation programs in the markets in which we compete for talent, focusing in particular on base salaries, target annual incentive opportunities and long-term incentive (“LTI”) opportunities. FW Cook also uses the peer group to benchmark the Company’s aggregate LTI grant practices, incentive program design and other policies and practices. In 2024, FW Cook compared our programs in these areas to a peer group comprised of 18 publicly-traded automotive suppliers with annual revenues between $1.0 billion and $6.1 billion and median revenues of $2.9 billion at the time of the benchmarking analysis. FW Cook also supplements its analysis of peer group proxy data with general industry survey data, which was adjusted to reflect the revenue responsibility of each executive. The 18-company peer group below was used in December 2024 to inform the compensation planning process for 2025. In comparison to 2024, Linamar and Terex were removed from the peer group, due to their large market capitalization and PHINIA and Manitowoc were added to the peer group as more appropriate comparator companies. At the time the market analysis was completed in the winter of 2024, Cooper Standard was positioned near the median of the peer group for revenue and below the 25th percentile for market capitalization.
Executive Compensation Review for 2025
The peer group was again reviewed in June 2025 to inform the compensation planning process for 2026. As part of this review, the Committee made changes intended (1) to remove companies whose market capitalizations were significantly above the peer group median and (2) to add companies whose market cap and revenues are generally more aligned to the peer group median to demonstrate responsiveness to the changing landscape within the industry, while still maintaining a peer group of 15-20 companies. As a result of this review, Patrick Industries and Modine Manufacturing were removed from the peer group used for 2026 and Hyster-Yale and Park-Ohio were added. The resulting peer group continues to have 18 companies.
“Say-on-Pay” Vote
| What We Heard | Our Response | | Creating challenging performance goals on a year-over-year basis | Annual Incentive: The Adjusted EBITDA goal for our 2025 annual incentive plan target required over an 11% improvement from 2024 results to achieve target payout (on plan revenues). Furthermore, the Adjusted EBITDA goal for the 2026 annual incentive plan requires significant improvement over the results of 2025 to receive a target payout. Long-term Incentive: The ROIC target for the 2025 long-term incentive plan required a 44% improvement over the target for 2024 (47% improvement over the actual ROIC achieved in 2024). Similarly to the annual incentive, the ROIC goal associated with the 2026 long-term incentive plan requires substantial growth over the 2025 results for a target payout. Additionally, significant stock price growth (over 100% improvement in stock price over the three-year performance period) is required under the 2025 long-term incentive plan for any payout to be above target, directly linking the final payout to the shareholder experience. The 2025 long-term incentive plan design is detailed in the Long-Term Incentive Compensation, under the 2025 Long-Term Incentive Program in the CD&A. |
“Say-on-Pay” Vote
| Utilization of different metrics in the annual and long-term incentive plans | 2024 programs: 2024 presented unique challenges for Cooper-Standard and the Compensation Committee deemed it appropriate to use FCF as a metric in both the annual incentive and long-term incentive plan to align with the Company’s business objectives. While this created metric overlap across both programs, it reflected the criticality of FCF performance and was an exception to our normal practice. 2025 programs: In 2025, we returned to our past practice of using differentiated performance metrics in our incentive programs. The annual incentive program was based on Adjusted EBITDA and free cash flow performance, while the long-term incentive program was focused on ROIC and, as noted above, contained a stock price growth performance hurdle in order to earn an above target award. 2026 programs: We are continuing this approach in 2026, using Adjusted EBITDA and FCF in the annual incentive program and ROIC with a rTSR modifier in the long-term incentive program. | | Establishing long-term goals and performance periods in the long-term incentive plan | 2024 and prior: Due to uncertainty in our industry and the global market, we more recently utilized annual performance periods in our long-term incentive plans. 2025 plan: In 2025, we implemented a plan with three one-year ROIC goals, where any earned units would vest on the third anniversary of the grant date. This award also includes a rigorous stock price hurdle that must be achieved over the three- year period to unlock any above-target payouts. Further details of the stock price hurdle can be found in the Long-Term Incentive Compensation under the 2025 Long-Term Incentive Program section in this CD&A. 2026 plan: In 2026 we returned to a more traditional plan, with a single, three-year average ROIC goal that also includes a rTSR modifier measured over the same three-year period. The 2026 long-term incentive program is further described in the Long-Term Incentive Compensation under the 2026 Performance-based Restricted Stock Units section in this CD&A. | | Modifications to goals in incentive compensation programs | 2024 long-term incentive plan: Due to improved operations and cash flow positioning, the Company made a 2024 interest payment in cash, rather than paid- in-kind, as originally planned. Although the cash interest payment was not part of the 2024 financial plan, this was in the best interests of Cooper Standard’s shareholders as it did not further add to our debt, as would a paid-in-kind payment. In June 2024, the Compensation Committee approved the exclusion of the $25 million cash interest payment from the FCF metric of our 2024 Long-term incentive plan, which was deemed a modification based on accounting rules. This was an extraordinary circumstance and not a typical practice of Cooper Standard. Previously and going forward: Prior to the modification that allowed for the exclusion of the $25 million cash interest payment for the 2024 plan (as described above), Cooper Standard had not previously made modifications to awards. Additionally, we do not anticipate making modifications to incentive plan metrics going forward, absent extraordinary circumstances. |
Annual Incentive Award
Annual Incentive Award Prior to, or early in each fiscal year, the Compensation Committee determines target annual incentive opportunities payable to the NEOs upon the achievement of performance targets approved by the Compensation Committee for the year. For 2025, the Compensation Committee determined that the program would include two Company financial performance metrics, Adjusted EBITDA and FCF. For purposes of evaluating potential 2025 incentive payouts, achievement against the Adjusted EBITDA metric determined 75% of funded incentive amounts and the remaining 25% of the funded incentive amounts were dependent upon achievement relative to the FCF metric. Adjusted EBITDA and FCF are deemed by the Compensation Committee to be appropriate objective measurements of the financial performance of the Company because they are indicators of our strategy to achieve sustained profitable growth, generate positive cash flows and align executive compensation with the interests of our stockholders over the long term. For 2025, the Compensation Committee established a “threshold” or minimum performance Adjusted EBITDA goal of 80% of the Adjusted EBITDA target, the achievement of which would entitle the NEOs to a payment equal to 50% of the target incentive. The Company sets challenging targets in the annual incentive plan and no annual incentive award is payable if the Company fails to meet the threshold company financial performance metrics, unless the Compensation Committee applies a discretionary adjustment in extraordinary situations. The Compensation Committee also sets a “superior performance” level, the achievement of which entitles the NEOs to a maximum payout equal to 200% of the target amounts. The superior performance level represents a goal deemed difficult to achieve at the beginning of the year based on the assumptions underlying our business plan. Actual annual incentive payments are determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior.” While funding of the bonus pool is determined based on company financial performance metrics (Adjusted EBITDA and FCF), the annual incentive plan provides that the Compensation Committee may recommend a discretionary adjustment to the potential award amount for any participant based upon overall individual performance and/or other factors; provided, however, that the final total awarded amount may not be greater than 200% of target amount for the performance award. As such, with respect to the NEOs, the calculated payout may be subject to downward adjustment to 0% and to upward adjustment to 200% of target at the discretion of the Compensation Committee in extraordinary situations. No such discretionary adjustments were made to earnouts for the 2025 performance year. For 2025, the Compensation Committee established target awards under the AIP for each NEO based on a percentage of base salary as follows: 120% for Mr. Edwards; 80% for Mr. Banas, 75% for Messrs. Clark and Couch; and 65% for Mr. Ott.
Annual Incentive Award
| 2026 Proxy Statement | 42 | |
Annual Incentive Award
Compared to 2024, the target award percentage for Mr. Banas increased from 75% to 80% effective January 1, 2025, in alignment with market data. The target award percentages for Messrs. Edwards, Clark, Couch and Ott remained unchanged from 2024. The Compensation Committee set Adjusted EBITDA and FCF targets applicable to the Company as a whole in accordance with our 2025 business plan as approved by the Board of Directors, as outlined below.
Annual Incentive Award
| 2025 Achievement Level (25% Weighting) | FCF1 | Award Payout as % of Award Target | | Below Threshold | Below ($5M) | 0% | | Threshold | ($5M) | 50% | | Target | Positive FCF ($1) | 100% | | Superior (125% of target performance) | >$20M | 200% |
Annual Incentive Award
1Free Cash Flow is not a measure recognized under U.S. GAAP and is defined as net cash provided by operating activities minus capital expenditures.
Annual Incentive Award
| 2025 Achievement Level (75% Weighting) | Adjusted EBITDA1 (000) | Award Payout as % of Award Target | | Below Threshold | Below $160,000 | 0% | | Threshold (80% of target performance) | $160,000 | 50% | | Target | $200,000 | 100% | | Superior (120% of target performance) | $240,000 | 200% |
Annual Incentive Award
1Adjusted EBITDA is not a measure recognized under U.S. GAAP and is defined as net income plus income tax expense, interest expense net of interest income, depreciation and amortization, and certain items that management does not consider to be reflective of the Company's core operating performance. In 2025, for purposes of the AIP, our FCF and Adjusted EBITDA were $16.3 million and $209.7 million respectively, both above target.
Annual Incentive Award
| 2025 AIP Metrics | Overall Weighting | Actual Performance | Payout Achievement (Individual Metric) | Weighted Payout (as % of Award Target) | | FCF | 25% | $16.3 million | 176.2% | 44.1% | | Adjusted EBITDA | 75% | $209.7 million | 123.6% | 92.7% | | Total 2025 Payout | 100% | | | 136.8% |
Annual Incentive Award
Overall performance achievement for 2025 resulted in a payout at 136.8% of target on a weighted basis, resulting in the following AIP award payments to our NEOs.
Annual Incentive Award
| | 43 | 2026 Proxy Statement |
Annual Incentive Award
| Table of Contents | Proposal 2 |
Annual Incentive Award
| | 2025 Year- End Base Salary | Target Bonus Opportunity | Weighted Achievement as a Percent of Target Award | 2025 Amount Earned Under AIP | | Mr. Edwards | $1,040,000 | 120% | 136.8% | $1,707,264 | | Mr. Banas | $550,000 | 80% | 136.8% | $601,920 | | Mr. Clark | $520,000 | 75% | 136.8% | $533,520 | | Mr. Couch | $520,000 | 75% | 136.8% | $533,520 | | Mr. Ott | $484,000 | 65% | 136.8% | $430,373 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation
2025 Long-Term Incentive Program
2025 Long-Term Incentive Program The 2021 Plan authorizes the Compensation Committee to award stock options, stock appreciation rights, shares of common stock, restricted stock, RSUs, incentive awards, and certain other types of awards to our key employees and directors. Except in the case of newly hired or promoted executives, it has been the practice of the Compensation Committee to grant incentive awards, including equity-based incentive awards, during the first quarter of the calendar year so that all elements of executive target TDC can be considered in a coordinated, comprehensive manner. For 2025, the Compensation Committee, following consultation with FW Cook, determined that equity-based awards to our NEOs should have a value generally equal to or slightly below the typically targeted market median for executives in comparable positions due to the Company’s lower market capitalization relative to its peers. The equity-based awards we granted in 2025 consisted of stock-settled time-vested RSUs, and performance-based RSUs (“Performance RSUs”). Performance RSUs can be earned based on the Company’s ROIC performance and the requirement to achieve an additional stock price growth hurdle to be eligible for any above target payout. The percentage mix of the Long-Term Incentive Program (“LTIP”) awards granted in 2025 (on a grant date fair value basis) was approximately 60% for the Performance RSUs and 40% for the time-vested RSUs, consistent with the approach in each of the prior three years. For 2025, the Compensation Committee determined that continuing with the mix of awards established in 2022, provides alignment between pay and shareholder value. Mr. Edwards did not receive an increase to his targeted 2025 LTIP value as compared to 2024 (and has not received an increase in his targeted LTIP value for the last four years). Furthermore, based on external market data, the Compensation Committee did not increase any other NEO target LTIP value for 2025. All values were held from 2024 to 2025 as detailed in the table below:
2025 Long-Term Incentive Program
| | | | | Number of Awards Granted in 20251 | | | | 2024 Targeted LTIP Grant Value | 2025 Targeted LTIP Grant Value | % Change from 2024 to 2025 | Performance RSUs at Target | Time Vested RSUs | | Mr. Edwards | $3,800,000 | $3,800,000 | —% | 150,198 | 100,132 | | Mr. Banas | $975,000 | $975,000 | —% | 38,538 | 25,692 | | Mr. Clark | $800,000 | $800,000 | —% | 31,621 | 21,080 | | Mr. Couch | $800,000 | $800,000 | —% | 31,621 | 21,080 | | Mr. Ott | $495,000 | $495,000 | —% | 19,565 | 13,043 |
2025 Long-Term Incentive Program
1The Company’s 20-day average closing stock price as of the fifth day preceding the date of grant was used to convert targeted LTIP award levels to units granted in 2025. For NEO grants in 2025, the number of units were calculated using price of $15.18. The closing stock price on the grant date, used for accounting values in the Summary Compensation Table was $14.41.
2025 Long-Term Incentive Program
| 2026 Proxy Statement | 44 | |
2025 Performance-Based Restricted Stock Units
2025 Performance-Based Restricted Stock Units Following its review of the benchmarking analysis by FW Cook, and considering peer group prevalence data, the Compensation Committee determined that the value of the Performance RSUs granted in 2025 should approximate 60% of the total value of each NEO’s annual long-term incentive opportunity. Further, the Compensation Committee determined that Performance RSUs granted in 2025 should be based on ROIC with a stock price growth hurdle. The payout of this award is based on the Company’s ROIC performance in each of 2025, 2026, 2027 (three one-year targets that will be set at the beginning of each year respectively). Additionally, there must be significant stock price growth over the cumulative three-year performance period (2025-2027) to achieve any above target payout under the award, as described below. These Performance RSUs align the interests of our NEOs with those of our stockholders and further emphasize the importance of our long-term performance. The ROIC metric is measured over three, individual one-year performance periods, for the fiscal years ending on December 31, 2025, December 31, 2026, and December 31, 2027, respectively, with target and above target payout opportunities as detailed below. For 2025 the Company returned to ROIC as the financial metric best aligned with the long-term performance of the Company. The three, one-year performance periods were used due to the continued difficulty in multi-year forecasting of financial performance metrics given industry volatility, which the Committee viewed as balanced by the three-year stock price growth hurdle (further described below) along with a three-year cliff vesting requirement where any earned Performance RSUs would not vest until the third anniversary of the award, regardless of which performance period they were earned under. The ROIC metric payout scale is similar to Adjusted EBITDA under the annual incentive program, where 80% of target aligns to threshold performance and linear interpolation between threshold and target. Additionally, performance below threshold would result in no earnout for the Performance RSUs tied to that particular performance period. Further, The Compensation Committee also set a “superior performance” level, the achievement of which entitles the NEOs to a maximum earnout equal to 200% of the target amounts. Actual annual earnouts are determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior.”
2025 Performance-Based Restricted Stock Units
| Achievement Level | Return on Invested Capital for the One-Year Period Ending December 31, 2025 | Award Payout as % of 2025 ROIC Award Target | | Below Threshold | <5.8% | 0% | | Threshold (80% of target performance) | 5.8% | 50% | | Target | 7.2% | 100% | | Superior (120% of target performance) | >8.6% + stock price growth | 200% |
2025 Performance-Based Restricted Stock Units
•The target goal for the 2025 ROIC represents a 230 basis point improvement over the 2024 ROIC achievement and a 220 basis point improvement over the 2024 ROIC target. •The target ROIC goal for the 2026 and 2027 performance periods will be set at the beginning of each performance period respectively, but will follow the same payout scale as detailed above for the 2025 ROIC metric. Additionally, as noted above, the Compensation Committee determined that the use of a three-year stock price growth target as a requirement for any above target payout to be earned for any performance period of this award was appropriate to further align NEOs with the shareholder experience and to maintain a multi-year performance component in the program. The stock price growth component will require the average closing price during the fourth quarter of 2027 to be at or above $30.00 which
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represented a 110% increase over the average fourth quarter of 2024 stock price of $14.30. If the ROIC performance is above the target level, up to and including at the superior level (as detailed above), but the stock price growth objective is not achieved, the award earnout will be capped at 100% of the target award units.
Earnouts under the 2025 Performance-Based Restricted Stock Units
Earnouts under the 2025 Performance-Based Restricted Stock Units For the 2025 performance period ending December 31, 2025, the Company achieved ROIC of 7.0%, which was between threshold and target performance achievement. This ROIC resulted in a 93.0% earnout for the first third of the total target units granted under the 2025 Performance RSUs. Pursuant to the terms of the award agreement, these units will vest on March 1, 2028 (the third anniversary of the vest-from-date, March 1, 2025), provided that the NEO also remains employed with the Company through this date.
2026 Performance-Based Restricted Stock Units
2026 Performance-Based Restricted Stock Units In 2026, with the stabilization of the industry environment allowing for the improved ability to forecast financial performance metrics over multi-year periods, the Compensation Committee determined it was appropriate to return to a more traditional single, three-year performance period, implementing a single, three-year average ROIC goal that also includes a rTSR modifier measured over the same three-year period for the 2026 Performance RSUs.
2025 Time-Vested Stock-Settled Restricted Stock Unit Awards
2025 Time-Vested Stock-Settled Restricted Stock Unit Awards For 2025, we granted time-vested stock settled RSUs to our NEOs, similar to the time-vested stock settled RSUs granted in 2024. The 2025 RSUs vest ratably on each of the three-year anniversaries, beginning as of March 1, 2025 (“Vest-From Date”). Following its review of a benchmarking analysis by FW Cook, the Compensation Committee determined that the value of time- vested RSUs granted in 2025 should continue to constitute approximately 40% of the total value of the long-term incentive awards granted. We believe that the use of time-vested RSUs as a component of compensation helps retain executives and aligns the interests of our executives and stockholders, as the value of RSUs is directly linked to the price of our common stock.
Payouts under the 2023 Performance-Based Restricted Stock Units
Payouts under the 2023 Performance-Based Restricted Stock Units In 2023, the Compensation Committee granted performance-based RSUs for each of the NEOs who was employed by us at the time. These performance-based RSUs were comprised of a mix of Financial Performance RSUs and rTSR Performance RSUs. While the Financial Performance RSUs payouts were detailed in the Company’s 2024 Proxy Statement, following the completion of the performance period, payouts under the rTSR Performance RSUs were based on the Company’s RTSR performance versus a pre-established comparator group over the three-year performance period, 2023-2025. The rTSR awards payout was based on rTSR to the comparator group established at the time of the award (and disclosed in the Company’s 2023 Proxy Statement). The rTSR awards payout is determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior” as described in the table below. The Company’s rTSR for the period ending December 31, 2025, was at the 100th percentile, above the Superior achievement level. This achievement resulted in a payout of 200.0% of the target units granted under the rTSR award issued in 2023.
Payouts under the 2023 Performance-Based Restricted Stock Units
| Achievement Level | rTSR Percentile Rank for the Three-Year Period Ending December 31, 2025 | Award Payout as % of Award Target | | Below Threshold | < 25th Percentile | 0% | | Threshold (80% of target performance) | 25th Percentile | 50% | | Target | Median | 100% | | Superior (120% of target performance) | 75th Percentile | 200% |
Special Bonuses
Special Bonuses In addition to the annual cash incentive program, we from time to time provide our NEOs discretionary bonuses as determined by the board of directors or the Compensation Committee to reflect superior individual performance, to recognize new roles and responsibilities, to attract new hires or to compensate new hires for amounts forfeited from their previous employer. There were no special bonuses in 2025 for any NEO.
Special Bonuses
| 2026 Proxy Statement | 46 | |
Termination and Change of Control Benefits
Termination and Change of Control Benefits Our NEOs receive certain benefits upon certain termination events including following a change of control of the Company under the Executive Severance Pay Plan. These benefits, described in detail under “Terms Applicable to Payments upon Termination of Employment,” are intended to ensure that the executive leadership team is able to objectively evaluate potential change of control transactions without the distraction of the potential impact such transactions may have on their employment.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-
public Information
public Information We do not currently grant stock options, SARs, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in relation to the disclosure of material non-public information. If, in the future, we anticipate granting stock options, SARs, or similar option-like instruments, we may determine to establish a policy regarding how the Compensation Committee or Board determines when to grant such awards and how the Compensation Committee or Board will take material non-public information into account when determining the timing and terms of such awards.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position(1) | Year | Salary2 $ | Bonus $ | Stock Award3 $ | Non-Equity Incentive Plan Compensation4 $ | Change in Pension Value and Nonqualified Deferred Compensation Earnings $ | All Other Compensation $ | | Total $ | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | (i) | | JEFFREY S. EDWARDS Chairman and Chief Executive Officer | 2025 | 1,040,000 | — | 2,164,353 | 1,707,264 | — | 267,562 | 5 | 5,179,179 | | | 2024 | 1,040,000 | — | 6,032,596 | 1,329,120 | — | 300,977 | | 8,702,693 | | | 2023 | 1,015,385 | — | 4,751,899 | 1,647,360 | — | 219,542 | | 7,634,186 | | JONATHAN P. BANAS Executive Vice President and Chief Financial Officer | 2025 | 550,000 | | 555,333 | 601,920 | | 119,718 | 6 | 1,826,971 | | | 2024 | 547,308 | — | 1,547,854 | 439,313 | — | 130,057 | | 2,664,532 | | | 2023 | 523,077 | — | 1,031,683 | 530,640 | — | 100,411 | | 2,185,811 | | PATRICK R. CLARK President, Sealing Systems and Chief Manufacturing Officer | 2025 | 520,000 | — | 455,644 | 533,520 | | 113,769 | 7 | 1,622,933 | | | 2024 | 520,000 | — | 1,270,048 | 415,350 | — | 123,211 | | 2,328,609 | | | 2023 | 519,615 | — | 937,889 | 514,800 | — | 379,795 | | 2,352,099 | | CHRISTOPHER E. COUCH President, Fluid Handling Systems and Chief Technology Officer | 2025 | 520,000 | — | 455,644 | 533,520 | — | 113,897 | 8 | 1,623,061 | | | 2024 | 516,154 | — | 1,270,048 | 415,350 | — | 122,158 | . | 2,323,710 | | | 2023 | 487,692 | — | 606,519 | 462,000 | — | 94,134 | | 1,650,345 | | LARRY E. OTT Senior Vice President, Chief Human Resources Officer | 2025 | 484,000 | | 281,932 | 430,373 | | 105,874 | 9 | 1,302,179 | | | 2024 | 484,000 | — | 785,862 | 335,049 | | 125,971 | | 1,730,882 | | | 2023 | 472,308 | — | 594,013 | 415,272 | | 96,063 | | 1,577,656 |
2025 SUMMARY COMPENSATION TABLE
1The column reflects each NEO’s position as of December 31, 2025. 2Amounts shown reflect the NEO's annual base salary earned during the fiscal year and are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into the CSA Savings Plan for salaried U.S. employees. 3The amounts shown in column (e) represent the aggregate grant-date fair value of time-vested RSUs and Performance RSUs, which were granted under the 2021 Plan on February 12, 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (“ASC Topic 718”). In the case of Performance RSUs, the amounts shown are based on the probable outcome of performance conditions at the time of the grant, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 as follows: Mr. Edwards, $721,451; Mr. Banas, $185,111; Mr. Clark, $151,881; Mr. Couch, $151,881; and Mr. Ott, $93,982. Assuming the highest level of performance is achieved for the Performance RSUs, the maximum value of the Performance RSU awards at the grant date would be as follows: Mr. Edwards, $1,442,902; Mr. Banas, $370,222; Mr. Clark, $303,763; Mr. Couch, $303,763; and Mr. Ott, $187,964. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Note that these accounting fair values differ than the intended grant values as discussed above in the Impact of Stock Price Averaging on Reported Grant Values section. Additionally, the Performance RSU value reflected in the column
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represent only one-third of the intended grant value, due to the remaining two-thirds of the Performance RSU grant-date fair value not being known until the performance criteria is set for each respective performance period ending in 2026 and 2027. 4The amount shown in column (f) represent the payments for 2025 under the Company’s annual incentive award program. Payouts under the annual incentive program were made based on achievement by the Company of Adjusted EBITDA and FCF as compared to the established targets. The determination of the amounts achieved is described under “Annual Incentive Award” under the Executive Compensation Components section of the Compensation Discussion and Analysis 5The amount shown in column (h) for Mr. Edwards represents Company contributions under the CSA Savings Plan ($22,250) and nonqualified Supplemental Executive Retirement Plan ($227,768); car allowance ($12,000); and life insurance premiums paid by the Company ($5,544). 6The amount shown in column (h) for Mr. Banas represents Company contributions under the CSA Savings Plan ($22,250) and nonqualified Supplemental Executive Retirement Plan ($82,888); car allowance ($12,000); and life insurance premiums paid by the Company ($2,580). 7The amount shown in column (h) for Mr. Clark represents Company contributions under the CSA Savings Plan ($22,250), nonqualified Supplemental Executive Retirement Plan ($77,222) and Health Savings account ($1,000); car allowance ($12,000); and life insurance premiums paid by the Company ($1,297). 8The amount shown in column (h) for Mr. Couch represents Company contributions under the CSA Savings Plan ($22,250) and nonqualified Supplemental Executive Retirement Plan ($77,222); car allowance ($12,000); and life insurance premiums paid by the Company ($2,425). 9The amount shown in column (h) for Mr. Ott represents Company contributions under the CSA Savings Plan ($22,250) and nonqualified Supplemental Executive Retirement Plan ($65,010); car allowance ($12,000); and life insurance premiums paid by the Company ($6,614).
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
| 2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding plan-based awards made to the NEOs during 2025. | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) 1 | | | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards; Number of Securities Underly- ing Options # | Exercise or Base Price of Option Awards $/sh | Grant Date Fair value of Stock and Option Awards 2 $ | | Name | Award Type | Grant Date | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Jeffrey S. Edwards | Annual Bonus 3 | N/A | 156,000 | 1,248,000 | 2,496,000 | — | — | — | — | — | — | — | | | RSUs 4 | 2/12/2025 | — | — | — | — | — | — | 100,132 | — | — | 1,442,902 | | | Performance RSUs | 2/12/2025 | — | — | — | 25,033 | 50,066 | 100,132 | — | — | — | 721,451 | | Jonathan P. Banas | Annual Bonus 3 | N/A | 55,000 | 440,000 | 880,000 | — | — | — | — | — | — | | | | RSUs 4 | 2/12/2025 | — | — | — | — | — | — | 25,692 | — | — | 370,222 | | | Performance RSUs | 2/12/2025 | — | — | — | 6,423 | 12,846 | 25,692 | — | — | — | 185,111 | | Patrick R. Clark | Annual Bonus 3 | N/A | 48,750 | 390,000 | 780,000 | — | — | — | — | — | — | | | | RSUs 4 | 2/12/2025 | — | — | — | — | — | — | 21,080 | — | — | 303,763 | | | Performance RSUs | 2/12/2025 | — | — | — | 5,270 | 10,540 | 21,080 | — | — | — | 151,881 | | Christopher E. Couch | Annual Bonus 3 | N/A | 48,750 | 390,000 | 780,000 | — | — | — | — | — | — | — | | | RSUs 4 | 2/12/2025 | — | — | — | — | — | — | 21,080 | — | — | 303,763 | | | Performance RSUs | 2/12/2025 | — | — | — | 5,270 | 10,540 | 21,080 | — | — | — | 151,881 | | Larry E. Ott | Annual Bonus 3 | N/A | 39,325 | 314,600 | 629,200 | — | — | — | — | — | — | — | | | RSUs 4 | 2/12/2025 | — | — | — | — | — | — | 13,043 | — | — | 187,964 | | | Performance RSUs | 2/12/2025 | — | — | — | 3,261 | 6,522 | 13,044 | — | — | — | 93,982 |
2025 SUMMARY COMPENSATION TABLE
1The number of shares represents the range of potential payouts under the Performance RSU awards granted under the 2021 Plan. The number of performance units that are earned, if any, associated with the Performance RSUs awards will be based on ROIC in the fiscal year 2025 performance period and the potential for above target earnout will include the stock price growth hurdle. The determination of the amounts achieved is described under “Long-Term Incentive Compensation” under the Executive Compensation Components section of the Compensation Discussion and Analysis. 2Represents the grant-date fair value of time-vested RSU and Performance RSUs granted under the 2021 Plan on February 12, 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 3For 2025, the Compensation Committee approved target annual incentive awards under the AIP for executive officers and, as the basis for determining the entitlement of executives to actual payment of annual incentive awards, set Adjusted EBITDA and FCF performance target for the year in accordance with the Company’s 2025 business plan approved by the Company’s Board. Funding of the bonus pool was determined 75% based on Adjusted EBITDA and 25% based on FCF. The determination of annual incentive award payments is described under “Annual Incentive Award” under the Executive Compensation Components section. The amounts set forth under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” reflects the possible payouts of cash annual incentive awards under the AIP. Amounts reported in the “Threshold” column assume that the NEO only earns the minimum payout under the AIP (or 12.5% of target). For 2025, payouts under the annual incentive program were made based on achievement by the Company of Adjusted EBITDA and FCF targets. The determination of the amounts achieved is described under “Annual Incentive Award” under the Executive Compensation Components section of the Compensation Discussion and Analysis. Payouts, as approved by the Company's Compensation Committee, are noted under column (g) of the Summary Compensation Table.
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4Represents time-vested RSUs granted under the 2021 Plan. These RSUs vest ratably, with one-third of the RSUs vesting on each of the first three anniversaries of March 1, 2025 ("vest from" date).
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
| OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table sets forth information concerning outstanding equity awards held by the NEOs at December 31, 2025. | | | | | | | | | | | | | | | Option Awards1 | | | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable 2 # | Number of Securities Underlying Unexercised Options Unexercisable # | Number of Securities Underlying Unearned Options Unexercisable # | 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 3 $ | 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 3 $ | | (a) | (b) | (c) | (d) | (e) | (f) | | (g) | | (h) | (i) | | (j) | | Jeffrey S. Edwards | 35,200 | — | | 68.50 | 2/18/2026 | 4 | 34,585 | 5 | 1,135,426 | 49,024 | 6 | 1,609,458 | | | 26,573 | — | | 107.48 | 2/13/2027 | 4 | 59,225 | 7 | 1,944,357 | 101,742 | 8 | 3,340,190 | | | 25,117 | — | | 112.71 | 2/13/2028 | 11 | 100,132 | 9 | 3,287,334 | 123,146 | 10 | 4,042,883 | | | 45,293 | — | | 74.15 | 2/14/2029 | 11 | | | | 150,198 | 12 | 4,931,000 | | | 101,695 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 66,589 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | Jonathan P. Banas | 2,000 | — | | 68.50 | 2/18/2026 | 4 | 7,509 | 5 | 246,520 | 10,644 | 6 | 349,443 | | | 1,384 | — | | 107.48 | 2/13/2027 | 4 | 15,196 | 7 | 498,885 | 22,090 | 8 | 725,215 | | | 3,152 | — | | 108.00 | 6/7/2027 | 11 | 25,692 | 9 | 843,468 | 31,597 | 10 | 1,037,330 | | | 4,248 | — | | 112.71 | 2/13/2028 | 11 | | | | 38,538 | 12 | 1,265,203 | | | 7,748 | — | | 74.15 | 2/14/2029 | 11 | | | | | | | | | 21,356 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 13,143 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | Patrick R. Clark | 1,478 | — | | 112.71 | 2/13/2028 | 11 | 6,826 | 5 | 224,098 | 9,676 | 6 | 317,663 | | | 2,682 | — | | 74.15 | 2/14/2029 | 11 | 12,469 | 7 | 409,357 | 20,082 | 8 | 659,292 | | | 8,475 | — | | 25.19 | 2/13/2030 | 11 | 21,080 | 9 | 692,056 | 25,926 | 10 | 851,151 | | | 7,010 | — | | 37.28 | 2/16/2031 | 11 | | | | 31,621 | 12 | 1,038,117 | | Christopher E. Couch | 2,700 | — | | 81.45 | 7/11/2026 | 4 | 4,415 | 5 | 144,944 | 6,257 | 6 | 205,417 | | | 1,897 | — | | 107.48 | 2/13/2027 | 4 | 12,469 | 7 | 409,357 | 6,493 | 8 | 213,165 | | | 1,581 | — | | 112.71 | 2/13/2028 | 11 | 21,080 | 9 | 692,056 | 25,926 | 10 | 851,151 | | | 3,576 | — | | 74.15 | 2/14/2029 | 11 | | | | 31,621 | 12 | 1,038,117 | | | 8,475 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 6,134 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | | 4,281 | — | | 24.59 | 7/28/2031 | 11 | | | | | | | | Larry E. Ott | 5,500 | — | | 68.50 | 2/18/2026 | 4 | 4,324 | 5 | 141,957 | 6,129 | 6 | 201,215 | | | 3,666 | — | | 107.48 | 2/13/2027 | 4 | 7,716 | 7 | 253,316 | 12,178 | 8 | 399,804 | | | 2,955 | — | | 112.71 | 2/13/2028 | 11 | 13,043 | 9 | 428,202 | 16,042 | 10 | 526,659 | | | 5,364 | — | | 74.15 | 2/14/2029 | 11 | | | | 19,565 | 12 | 642,319 | | | 12,882 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 7,448 | — | | 37.28 | 2/16/2031 | 11 | | | | | | |
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2025 SUMMARY COMPENSATION TABLE
1All of the amounts presented in this portion of the table relate to options to purchase shares of the Company’s common stock granted to the NEOs under the following Plans: - 2011 Plan (for awards granted in 2016, and on February 13, 2017); - 2017 Plan (for awards granted on June 7, 2017 and in 2018, 2019, 2020, and on February 16, 2021); and - 2021 Plan (for awards granted on July 28, 2021). 2Represents options which have vested and were exercisable as of December 31, 2025. 3The values in column (h) equal the total number of shares of stock or RSUs listed in column (g) for each NEO multiplied by the value of Company common stock as of December 31, 2025. The values in column (j) equal the total number of shares of stock or Performance RSUs listed in column (i) for each NEO multiplied by the value of Company common stock as of December 31, 2025. The value of common stock as of December 31, 2025, was $32.83 per share, which was the closing price of Company stock listed on the NYSE on December 31, 2025. 4Options listed expire on the earliest to occur of: (i) the tenth anniversary of the date of grant; (ii) the first anniversary of the date of the optionee’s termination of employment due to death or disability, or in connection with a change of control; (iii) the third anniversary of the date of the optionee’s termination of employment due to retirement after attaining age 65 or attaining age 60 with at least five years of service; or (iv) 90 days following the date of the optionee’s termination of employment by the Company and its affiliates for any reason not described in clauses (ii) through (iii) above. 5Represents time-vested RSUs granted on February 15, 2023, under the 2021 Plan that had not yet vested as of December 31, 2025. These RSUs vest ratably over three years. 6Earned but not yet settled awards of Financial Performance RSUs that will be settled in cash were granted in February 2023 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on our performance during the performance period commencing on January 1, 2023, and ending on December 31, 2025, subject to continued employment during the performance period. One-half of the total target awards granted was earned based on our performance during the one-year period commencing on January 1, 2023, and ending on December 31, 2023, with earned Financial Performance RSUs vesting as of December 31, 2023, and settled in 2025. This is the remaining half of the total award granted that was earned based on performance during the one-year period commencing on January 1, 2024, and ending on December 31, 2024, with earned Financial Performance RSUs vesting as of December 31, 2025, and settled in 2026. Performance for the 2024 period was 94.5% of target with respect to the second-half of the total target awards granted. Actual number of units earned are reflected in the table. 7Represents time-vested RSUs granted on February 14, 2024, under the 2021 Plan that had not yet vested as of December 31, 2025. These RSUs vest ratably over three years. 8Target awards of RTSR Performance RSUs will be settled in cash and were granted in February 2023 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on performance relative to the performance of a comparator group during the performance period commencing on January 1, 2023 and ending on December 31, 2025, subject to continued employment during the performance period. The TSR Performance RSUs earned will be settled in 2026. Achievement for performance period was 200.0% of target awards granted. Actual number of units earned are reflected in the table. 9Represents time-vested RSUs granted on February 12, 2025, under the 2021 Plan that had not yet vested as of December 31, 2025. These RSUs vest ratably over three years. 10Target awards of Performance RSUs with optionality to be settled in cash or stock and were granted in February 2024 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on FCF relative to the performance period commencing on January 1, 2024 and ending on December 31, 2024, and RTSR performance modifier relative to the performance of a comparator group during the performance period commencing on January 1, 2024 and ending on December 31, 2026, subject to continued employment during the performance period. The Performance RSUs earned will be settled in 2027. The actual number of shares that will be issued is not yet determinable. 11Options listed expire on the earliest to occur of: (i) the tenth anniversary of the date of grant; provided, however, that (other than as would otherwise result in the violation of Section 409A of the Internal Revenue Code (the “Code”)), to the extent an option would expire at a time when the holder of such option is prohibited by applicable law or by the Company’s insider trading policy from exercising the option (the closed window period), then such option shall remain exercisable until the thirtieth (30th) day following the end of the closed window period; (ii) the first anniversary (as defined in the 2017 Plan) of the date of the optionee’s termination of employment due to death or disability, or in connection with a change of control; (iii) the third anniversary of the date of the optionee’s termination of employment due to retirement after attaining age 65 or attaining age 60 with at least five years of service; or (iv) 90 days following the date of the optionee’s termination of employment by the Company or its affiliates for any reason not described in clauses (ii) or (iii) above. 12Target awards of Performance RSUs with optionality to be settled in cash or stock and were granted in February 2025 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on ROIC relative to the performance period commencing on January 1, 2025 and ending on December 31, 2027, and the absolute stock price hurdle relative to the performance period commencing on January 1, 2025 and ending on December 31, 2027, subject to continued employment during the performance period. The Performance RSUs earned will be settled in 2028. The actual number of shares that will be issued is not yet determinable.
2025 SUMMARY COMPENSATION TABLE
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2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning the exercise of stock options and vesting of stock for each NEO during 2025.
2025 OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise # | Value Realized on Exercise $ | Number of Shares Acquired on Vesting1 # | Value Realized on Vesting 2 $ | | (a) | (b) | (c) | (d) | (e) | | Jeffrey S. Edwards | — | — | 295,220 | 4,254,860 | | Jonathan P. Banas | — | — | 65,266 | 941,497 | | Patrick R. Clark | — | — | 51,959 | 751,588 | | Christopher E. Couch | — | — | 40,136 | 580,247 | | Larry E. Ott | 4,000 | 55,440 | 37,059 | 534,226 |
2025 OPTION EXERCISES AND STOCK VESTED
1The number of shares reported includes the number of shares withheld by the Company for the payment of tax liabilities incurred upon the vesting of restricted stock units. 2The amount represents the market price of the underlying shares on the date of vesting.
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth annual contributions, withdrawals, earnings and fiscal year-end balances for each NEO under the Company’s non-qualified Supplemental Executive Retirement Plan (“SERP”).
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 $ | | (a) | (b) | (c) | (d) | (e) | (f) | | Jeffrey S. Edwards | — | 227,768 | 411,638 | — | 3,767,643 | | Jonathan P. Banas | — | 82,888 | 84,722 | — | 677,612 | | Patrick R. Clark | — | 77,222 | 58,971 | — | 496,233 | | Christopher E. Couch | — | 77,222 | 62,772 | — | 523,242 | | Larry E. Ott | — | 65,010 | 108,301 | — | 1,018,087 |
2025 NONQUALIFIED DEFERRED COMPENSATION
1Amounts are included in column (i) of the Summary Compensation Table and represent nonqualified Company contributions under the SERP for the 2025 plan year. 2Includes earnings/(losses) from the SERP for the 2025 plan year.
2025 NONQUALIFIED DEFERRED COMPENSATION
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2025 NONQUALIFIED DEFERRED COMPENSATION
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL As indicated in the table below, compensation upon termination of employment varies depending on the circumstances of the termination and whether or not it occurred following a change of control. Amounts presented in the table are calculated as if employment terminated effective December 31, 2025. Payments due to any one of the NEOs upon actual termination of employment can only be determined at the time of termination. There can be no assurance that an actual termination or change of control would produce the same or similar results as those described below if it were to occur on any other date or if the actual circumstances at the time of termination were different. Amounts accrued under the normal terms of our deferred compensation plans are not included in this table and are instead presented under “Nonqualified Deferred Compensation.” Similarly, information concerning vested equity awards is not included in the table and is presented under “Outstanding Equity Awards at Fiscal Year End.”
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Name | Severance Payment1 $ | Health/Life2 $ | Outplacement Services3 $ | Accelerated Vesting of Equity Awards4 $ | 280G Treatment/ Cut-Back5 | Totals $ | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Jeffrey S. Edwards | | | | | | | | Change in Control Without Termination | — | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason, After Change in Control | 4,576,000 | $20,099 | $50,000 | 18,620,541 | — | 23,266,640 | | Termination Without Cause or Resignation for Good Reason, with no Change in Control | 4,576,000 | $20,099 | $50,000 | — | N/A | 4,646,099 | | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | Termination due to Death | — | — | — | 18,620,541 | N/A | 18,620,541 | | Termination due to Disability | — | — | — | 18,620,541 | N/A | 18,620,541 | | Jonathan P. Banas | | | | | | | | Change in Control Without Termination | — | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason, After Change in Control | 1,980,000 | $29,515 | $50,000 | 4,603,444 | — | 6,662,959 | | Termination Without Cause or Resignation for Good Reason, with no Change in Control | 1,485,000 | $29,515 | $50,000 | — | N/A | 1,564,515 | | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | Termination due to Death | — | — | — | 4,603,444 | N/A | 4,603,444 | | Termination due to Disability | — | — | — | 4,603,444 | N/A | 4,603,444 | | Patrick R. Clark | | | | | | | | Change in Control Without Termination | — | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason, After Change in Control | 1,820,000 | 28,864 | 50,000 | 3,862,077 | — | 5,761,941 | | Termination Without Cause or Resignation for Good Reason, with no Change in Control | 1,365,000 | 28,864 | 50,000 | — | N/A | 1,444,864 | | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | Termination due to Death | — | — | — | 3,862,077 | N/A | 3,862,077 | | Termination due to Disability | — | — | — | 3,862,077 | N/A | 3,862,077 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Name | Severance Payment1 $ | Health/Life2 $ | Outplacement Services3 $ | Accelerated Vesting of Equity Awards4 $ | 280G Treatment/ Cut-Back5 | Totals $ | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Christopher E. Couch | | | | | | | | Change in Control Without Termination | — | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason, After Change in Control | 1,820,000 | 29,513 | 50,000 | 3,554,176 | — | 5,453,689 | | Termination Without Cause or Resignation for Good Reason, with no Change in Control | 1,365,000 | 29,513 | 50,000 | — | N/A | 1,444,513 | | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | Termination due to Death | — | — | — | 3,554,176 | N/A | 3,554,176 | | Termination due to Disability | — | — | — | 3,554,176 | N/A | 3,554,176 | | Larry E. Ott | | | | | | | | Change in Control Without Termination | — | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason, After Change in Control | 1,597,200 | 20,182 | 50,000 | 2,402,390 | — | 4,069,772 | | Termination Without Cause or Resignation for Good Reason, with no Change in Control | 1,197,900 | 20,182 | 50,000 | — | N/A | 1,268,082 | | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | Termination due to Death | — | — | — | 2,402,390 | N/A | 2,402,390 | | Termination due to Disability | — | — | — | 2,402,390 | N/A | 2,402,390 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
1Pursuant to the January 1, 2011 Executive Severance Pay Plan, as amended and restated on June 9, 2021, NEO’s cash severance for termination without cause prior to a change of control is two times for Mr. Edwards and one and a half times for the other NEOs the sum of (i) their annual base pay as in effect immediately prior to the date of termination plus (ii) their target cash incentive compensation award for the year in which termination occurs, with payments to be made in accordance with the Company's regular payroll schedule, plus the prorated annual incentive award based on actual performance for the year of termination; for termination without cause after a change of control, each NEO’s cash severance is two times the sum of (i) their base pay as in effect immediately prior to the date of termination plus (ii) their target annual cash incentive compensation award for the year in which termination occurs, and will be paid in a single lump sum cash payment, plus (iii) a pro rata portion of the greater of their target or actual annual bonus for the year of termination; for disclosure purposes we have only reported the incremental value by which the target annual incentive exceeds the actual annual incentive, if any. Further description of the terms applicable to cash severance payments is included under "Terms Applicable to Payments Upon Termination of Employment." 2Health benefits are continued for the NEOs and their covered dependents after termination of employment under certain circumstances. In such cases, the commitment is generally to provide for coverage for these benefits in a manner such that (i) benefits provided are substantially similar to those at termination and (ii) recipients of such benefits will not pay higher share of cost for such benefits than had been required prior to termination of employment based on elections in place at that time. Further description of the terms applicable to health and life insurance benefits is included under ‘‘Terms Applicable to Payments Upon Termination of Employment.’’ The NEOs are entitled to receive continued health coverage for 18 months upon termination without cause or by the employee for good reason with or without a change in control. 3Upon termination without cause (or resignation for good reason) prior to or after a change of control, the NEOs are entitled to payment of the cost of outplacement services in an amount equal to the lesser of 15% of annual base salary at the time of termination, or $50,000. 4For the NEOs, represents the effect of accelerated vesting related to time-based RSUs, stock options, and performance-based RSUs.In the event of a change in control without termination: For the time-based RSUs, and performance-based RSUs granted in February 2023, February 2024 and February 2025 pursuant to the award agreements, 100% of all outstanding and unvested RSUs would become immediately vested and exercisable if the successor in the change in control does not assume the stock units or does not issue replacement awards. For purposes of this disclosure, we have assumed that the awards will be assumed or replaced by the successor of the change in control and, therefore, have not reflected 100% immediate vesting on either the February 2023, February 2024, or February 2025 awards. In the event of a change in control with termination within two years of a change in control: For all other unvested time-based restricted stock granted in February 2023, February 2024, and February 2025, 100% of the outstanding and unvested grants become fully vested and exercisable. For purposes of this disclosure, we have assumed that 100% of the outstanding and unvested target level of performance-based RSUs granted in February 2023, February 2024 and February 2025 will become fully vested. In the event of a termination upon death or disability prior to a change in control: For time-based RSUs granted in February 2023, February 2024 and February 2025, 100% of the unvested awards become fully vested and exercisable. For performance-based RSUs granted in February 2023 and February 2024 and February 2025 100% of the target level of the unvested award become fully vested and exercisable.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
5Upon a change of control of the Company, each executive may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. Pursuant to the January 1, 2011 Executive Severance Pay Plan, the NEOs will receive the treatment that provides the best after-tax benefit (taking into account the applicable federal, state, and local income taxes and the excise tax) between (i) total payments being delivered in full, or (ii) total payments cutback to such amount so that no portion of such total payments would be subject to the excise tax. These amounts assume that no amounts will be discounted as attributable to reasonable compensation and no value will be attributed to the non-competition covenants included in the agreement. Amounts will be discounted to the extent the Company can demonstrate by clear and convincing evidence that the non-competition covenants included in the agreement substantially constrains the executive’s ability to perform services and there is a reasonable likelihood that the non-competition covenants will be enforced against the individual.
TERMS APPLICABLE TO PAYMENTS UPON TERMINATION OF EMPLOYMENT
TERMS APPLICABLE TO PAYMENTS UPON TERMINATION OF EMPLOYMENT The terms applicable to payments upon termination of employment with respect to Messrs. Edwards, Banas, Clark, Couch, and Ott are governed by the Executive Severance Pay Plan.
Pay Versus Performance
Pay Versus Performance Set forth below is information demonstrating the relationship between executive compensation actually paid, calculated in accordance with the applicable SEC regulations (“CAP”) and the financial performance of the Company over the five-year period 2021 through 2025.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for PEO1 $ | Compensation Actually Paid to PEO2 $ | Average Summary Compensation Table Total for Non-PEO NEOs3 $ | Average Compensation Actually Paid to Non-PEO NEOs4 $ | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income7 $(Millions) | Company Selected Measure: | | | | | | | Company Total Shareholder Return5 $ | Peer Group Total Shareholder Return6 $ | | Adjusted EBITDA8 $( Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,179,179 | 17,470,915 | 1,593,786 | 3,902,904 | 95 | 84 | (4) | 210 | | 2024 | 8,702,693 | 3,530,059 | 2,268,299 | 1,410,228 | 39 | 69 | (79) | 181 | | 2023 | 7,634,186 | 11,439,878 | 1,941,477 | 2,570,224 | 56 | 87 | (202) | 180 | | 2022 | 4,707,758 | 1,890,963 | 1,349,459 | 924,716 | 26 | 82 | (215) | 43 | | 2021 | 5,087,944 | 1,178,083 | 1,208,695 | 567,824 | 65 | 121 | (323) | (8) |
PAY VERSUS PERFORMANCE TABLE
1The amounts shown in column (b) represent total compensation amount for the principal executive officer (“PEO”), Mr. Edwards, for each respective year as reflected in column (j) of the Summary Compensation Table ("SCT Compensation"). 2The amounts shown in column (c) represent, for each respective year, the PEO's SCT Compensation, reduced by the grant date fair value of equity-based compensation for the PEO as reported in the applicable Summary Compensation Table; and increased (or decreased, as applicable) by the change in value of equity awards for the PEO during the year (as of year-end, or upon vesting or forfeiture, if earlier). Mr. Jeffrey Edwards served as the PEO for years 2021 through 2025. Mr. Edwards does not have a defined benefit pension; thus, the amounts in column (c) are not reflective of any adjustment associated with pension benefits or costs.
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
| | PEO | | | | | Other Non-PEO NEOs (average) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table (SCT) Total Compensation(a) | 5,179,179 | 8,702,693 | 7,634,186 | 4,707,758 | 5,087,944 | 1,593,786 | 2,268,299 | 1,941,477 | 1,349,459 | 1,208,695 | | SCT Change in Pension Value(b) | — | — | — | — | — | | | — | — | — | | CAP Pension Service Cost(c) | — | — | — | — | — | | | — | — | — | | SCT Stock and Option Awards Value(d) | 2,164,353 | 6,032,596 | 4,751,899 | 2,689,813 | 3,878,199 | 437,138 | 1,220,438 | 792,526 | 426,497 | 599,125 | | Fair Value as of Year- End of Equity Awards Granted during the Year(e) | 4,931,000 | 3,034,128 | 6,062,451 | 1,215,173 | 963,615 | 995,923 | 613,827 | 1,050,723 | 192,676 | 120,928 | | Fair value as of Vest Date of Equity Awards Granted during the Year(f) | — | — | — | — | — | | | — | — | 12,889 | | Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year(g) | 1,688,264 | (532,212) | 754,892 | (253,996) | 104,808 | 295,717 | (90,701) | 104,110 | (42,014) | (17,898) | | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years(h) | 7,836,825 | (1,641,955) | 1,740,247 | (1,088,159) | (1,100,085) | 1,454,616 | (160,759) | 266,440 | (148,908) | (106,829) | | Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions in the Year(i) | — | — | — | — | — | — | — | — | — | 50,836 | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total(j) | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid (CAP) (k) = (a) - (b) + (c) – (d) + (e) + (f) + (g) + (h) - (i) + (j)(k) | 17,470,915 | 3,530,059 | 11,439,878 | 1,890,963 | 1,178,083 | 3,902,904 | 1,410,228 | 2,570,224 | 924,716 | 567,824 |
PAY VERSUS PERFORMANCE TABLE
| 3The amounts shown in column (d) represent, for each respective year, the average of the total compensation amounts for all NEOs other than the PEO, as reflected in column (j) of the applicable Summary Compensation Table. See details in the table for footnote 2. The non-PEO NEOs for each respective year, are as follows: | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. D. William Pumphrey, Jr. | | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | | Mr. Larry E. Ott | Ms. MaryAnn P. Kanary | Mr. Larry E. Ott | Ms. Joanna M. Totsky | Ms. Joanna M. Totsky |
PAY VERSUS PERFORMANCE TABLE
4The amounts shown in column (e) represent the average, for each respective year, of the CAP for all non-PEO NEOs, equal to SCT Compensation, reduced by the grant date fair value of equity-based compensation as reported in the applicable Summary Compensation
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
Table and the change in pension value as reported in the applicable Summary Compensation Table; and increased (or decreased, as applicable) by the change in value of equity-based awards during the year (as of year-end, or upon vesting or forfeiture, if earlier) and the pension service cost (and prior service cost, if applicable) associated with any applicable defined benefit pension benefit. See details in the table for footnote 2. For 2021, 2022, 2024 and 2025, no non-PEO NEOs had a defined benefit pension; thus, there was no impact on the calculation of CAP. For 2023, Mr. Clark was the only NEO with a defined benefit pension; however, both the change in his pension value as reported in the Summary Compensation Table and the combined service and prior service costs for 2023 associated with his pension benefit were zero, having no impact on the calculation of his CAP. 5The amounts shown in column (f) represent the Company's Total Shareholder Return or cumulative growth of a hypothetical $100 investment in the Company made as of December 31, 2020, reflected as of the end of each respective year, and inclusive of the reinvestment of all dividends, where applicable. 6The amounts shown in column (g) represent the Total Shareholder Return or cumulative growth of a hypothetical $100 investment made as of December 31, 2020 in the Standard & Poor's Supercomposite Auto Parts & Equipment Index, which we also use for purposes of the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025, reflected as of the end of each respective year and inclusive of the reinvestment of all dividends, where applicable. 7The amounts shown in column (h) represent the Company's net income (loss) as reflected in Item 8. Financial Statements and Supplementary Data - Consolidated Statements of Operations on page 48 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 8For purposes of Item 401(v) of Regulation S-K, we have identified Adjusted EBITDA as our Company-Selected Measure, as described under “Annual Incentive Award” in the Executive Compensation Components section of the Compensation Discussion and Analysis. Additional information regarding the Adjusted EBITDA measure is also provided with the Financial Performance Measures list below.
Relationship Between Financial Performance Measures and Executive Compensation Actually Paid
Relationship Between Financial Performance Measures and Executive Compensation Actually Paid Set forth below are graphical depictions of the relationships between CAP for the PEO and the non-PEO NEOs, with: (i) the Company’s TSR, (ii) peer group TSR, (iii) the Company’s net income, and (iv) Adjusted EBITDA, the Company-Selected Measure.
Relationship Between Financial Performance Measures and Executive Compensation Actually Paid
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Relationship Between Financial Performance Measures and Executive Compensation Actually Paid
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Relationship Between Financial Performance Measures and Executive Compensation Actually Paid
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