DEF 14A of Perma-Pipe International Holdings, Inc.
Filed May 9, 2023 · FY20220001437749-23-013077
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Five individuals have been nominated by our Board for re-election for a one-year term through the 2024 Annual Meeting, and until their successors are duly elected and qualified. All of the nominees have been previously elected as directors by our stockholders, and all of the nominees are currently serving as directors of the Company. The following are the Board’s director nominees:
PROPOSAL 1 - ELECTION OF DIRECTORS
| | Offices and Positions, if any, | First Became a Director | | Name | held with the Company; Age | of the Company | | Cynthia A. Boiter | Director; Age 49 | 2019 | | David B. Brown | Director; Age 60 | 2015 | | David J. Mansfield | Director, President and Chief Executive Officer; Age 63 | 2017 | | Robert J. McNally | Director; Age 52 | 2022 | | Jerome T. Walker | Director; Age 59 | 2014 |
PROPOSAL 1 - ELECTION OF DIRECTORS
The director nominees’ biographical sketches, including their business experience during the past five years, directorships of other public corporations and their qualifications to serve on our Board are set forth below. Cynthia A. Boiter has been a director of the Company since 2019. Mrs. Boiter is currently Executive Vice President & President of Milliken & Company’s Chemical Division. Milliken is a leading, privately-held, technology-based company with businesses in the performance material, floor covering, chemical and healthcare markets. Mrs. Boiter joined Milliken in 2012 as the Director of Marketing, Strategy and Business Development for the Chemicals Division. She became the division’s CFO in 2013 where she played an integral role in its rapid growth. In 2019, she was promoted to the position of Chief Strategy Officer at Milliken, where she led the company’s 2025 strategic planning initiatives and oversaw two significant acquisitions. In March 2021, she was promoted and appointed to her current role. Prior to joining Milliken, Mrs. Boiter held various finance and business leadership positions at Eaton Corporation and MeadWestvaco. She has a B.S. in Accounting from Indiana University and a Masters of Business Administration from Emory University. Mrs. Boiter has extensive experience in strategy and planning, mergers and acquisitions and CFO level experience in international companies, all of which qualifies her as one of our directors. She is a board member of the American Red Cross of the Upstate, is a member of the board of directors of the American Chemistry Council, and is on the executive committee of the Society of Chemical Industry. David B. Brown, NACD.DC has been a director of the Company since 2015. Since July 2020, he has been the Chief Financial Officer for Authentix, Inc., a global authority in authentication solutions owned by Blue Water Energy Private Equity that provides advanced authentication solutions for governments, central banks and commercial companies, ensuring local economies grow, banknote security remains intact and commercial products have robust market opportunities. He was the Chief Financial Officer for Trillium Flow Technologies, a global manufacturing company owned by First Reserve Private Equity that serves customers in the power, oil and gas, general industry and water and waste water sectors with highly engineered valves, pumps and actuators from March 2019 to June 2020. Previously he was the CFO for Tellabs Access, LLC, a global telecommunications supplier owned by Marlin Equity Partners, from October 2015 to March 2019. From November 2010 to February 2016, Mr. Brown was a Board Member, Audit Committee Chair and Compensation Committee member for Cubic Energy, Inc. (n/k/a Hilltop Energy, LLC), an independent energy company engaged in the development and production of, and exploration for, crude oil and natural gas and natural gas liquids. Mr. Brown received his Bachelor of Business Administration degree in Accounting from the University of Texas at Austin and is a Certified Public Accountant in the State of Texas. Mr. Brown spent the first 10 years of his career with PricewaterhouseCoopers serving clients primarily in the energy industry while stationed in its Dallas, London, Houston and Moscow offices. He is an active member of the Institute for Ethical Corporate Governance, Financial Executives International and National Association of Corporate Directors (“NACD”). He is also a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Brown has been an NACD Board Leadership Fellow since 2015 and completed the NACD Cybersecurity Continuous Learning Cohort curriculum and earned the NACD Directorship Certification in 2022. Mr. Brown brings to our Board extensive business transformation experience, accounting experience, expertise in the energy industry, a breadth of global business knowledge and best practices gained working with both public and private-equity owned global businesses, all of which qualifies him as one of our directors. David J. Mansfield has been the Company’s President and Chief Executive Officer since November 2016 and a director of the Company since January 30, 2017. From 2015 to 2016, Mr. Mansfield served as CFO of Compressor Engineering Corp. & CECO Pipeline Services Co., which provide products and services to the gas transmission, midstream, gas processing, and petrochemical industries. In this position, he had overall responsibility for the group’s financial affairs, including the development and execution of turnaround plans and the successful negotiation of a corporate refinancing. From 2009 to 2014, Mr. Mansfield served as CFO and as Acting CEO of Pipestream, Inc. a venture capital-owned technology development company providing a suite of products to the oil and gas pipeline industry. In this position, he was a member of the executive team with overall responsibility for directing the financial, accounting and administrative affairs of the company, including IT, HR, insurance, internal control, management and financial reporting, treasury, tax compliance, investment evaluation, strategic planning, budgeting and forecasting. He also had overall responsibility for commercial, marketing and business development activities. As Acting CEO, his responsibilities included establishing corporate strategies and directing the activities of the company toward the successful technical development and commercialization of its products and services and for the development of a sustainable and profitable business. From 1992 to 2009, Mr. Mansfield was employed with Bredero Shaw, the world’s largest provider of protective coatings for the oil and gas pipeline industry, most recently as Vice President Strategic Planning. During his tenure with Bredero Shaw, Mr. Mansfield served in numerous roles including Vice President Controller and Commercial General Manager, Europe, Africa & Former Soviet Union. He played a key role in strategy development and merger and acquisition activities as the company grew from annual revenues of $100 million to over $900 million. He is a Fellow member of the Association of Chartered Certified Accountants. Mr. Mansfield brings to the Board extensive general management, business development and merger and acquisition experience in businesses similar to the Company’s and, which in addition to being our CEO, qualifies him as one of our directors.
PROPOSAL 1 - ELECTION OF DIRECTORS
Robert J. McNally joined the Company’s Board as an independent director in February 2022. He is the Chief Growth Officer and EVP of Eco Material Technologies. He also serves as a director of Summit Midstream Partners, LP, where he sits on the Audit Committee. He previously served on the Oasis Petroleum, Inc. board, where he sat on the Audit & Reserves Committee and the Compensation Committee. From 2018 through 2019, Mr. McNally served as President and Chief Executive Officer of EQT Corporation, an NYSE-listed independent natural gas producer with operations in Pennsylvania, West Virginia and Ohio. Prior to that role, from 2016 to 2018, Mr. McNally served as Senior Vice President and Chief Financial Officer of EQT Corporation. From 2010 until 2016, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a TSE and NYSE-listed drilling contractor with operations primarily in the United States, Canada and the Middle East. From 2009 to 2010, and for a period in 2007, Mr. McNally served as an Investment Principal for Kenda Capital LLC. In 2008, Mr. McNally served as the Chief Executive Officer of Dalbo Holdings, Inc. In 2006, Mr. McNally served as Executive Vice President of Operations and Finance for Warrior Energy Services Corp. From 2000 to 2005, Mr. McNally worked in corporate finance with Simmons & Company International. Mr. McNally began his career as an engineer with Schlumberger Limited and served in various capacities of increasing responsibility during his tenure from 1994 until 2000. In addition to his experience as an executive, Mr. McNally has had extensive experience in the boardroom, where he has served, at various times, on the boards of Warrior Energy Services, Dalbo Holdings, EQT Midstream Partners, EQT GP Holdings, Rice Midstream Partners and EQT Corporation. Mr. McNally holds a B.S. in Mechanical Engineering from the University of Illinois, a B.A. in Mathematics from Knox College, and an M.B.A. from Tulane University Freeman School of Business. Mr. McNally brings to the Board extensive experience in the oil and gas industry, as well as significant corporate governance expertise, which qualifies him as one of our directors. Jerome T. Walker has been a director of the Company since 2014. He is CEO of Caribbean Distributed Energy, LLC (“CDE”), a company he co-founded in early 2017. CDE is a global provider of modular, packaged and clean energy solutions. In early 2020, he was appointed as director on the board of Gateway Cogeneration, LLC, a company focused on the development of small to medium sized clean energy power. Previously, he had been Executive Vice President and Corporate Officer at Dresser-Rand Group Inc., a global supplier of custom-engineered rotating equipment solutions for long-life, critical applications in the oil, gas, chemical, petrochemical, process, power, military and other industries worldwide as well as a senior executive at Honeywell International. Mr. Walker received a Masters of Business Administration degree from Northwestern University Kellogg Graduate School of Management and a Bachelor of Science degree in chemical engineering from the University of Notre Dame. Mr. Walker’s extensive experience in the energy industry, large industrial operations and international business development, particularly Brazil, China, India and the Middle East, brings additional insight to our Board on strategy, resource and process deployment for accelerating profitable growth, and qualifies him as one of our directors.
Director Compensation
Director Compensation There are no proposed changes to director compensation for 2023. Director compensation remains as described in the table below. Independent non-employee directors received an annual grant of Common Stock in the dollar amount noted below. Shares of restricted stock granted are calculated by dividing the dollar value of the grant by the fair market value of the Common Stock on the date of grant. Grants of restricted stock vest over a one-year period. Stock grants are issued annually. Directors may elect to adopt a Rule 10b5-1 Stock Trading Plan under the Exchange Act that will, subsequent to the vesting of the stock, automatically sell a sufficient number of shares of the vested stock at the then-current market price to cover their anticipated tax obligations associated with the vesting. The following table sets forth our 2022 non-employee director compensation:
Director Compensation
| Annual cash retainers | | | Non-Employee Director | $45,000 | | Independent Chairman of the Board | 40,000 | | Chairman of Audit Committee | 10,000 | | Members of the Audit Committee | 7,500 | | Chairman of the Compensation Committee | 7,500 | | Members of the Compensation Committee | 6,000 | | Chairman of the Nominating and Corporate Governance Committee | 5,000 | | Members of the Nominating and Corporate Governance Committee | 5,000 | | Annual equity grant | | | Non-Employee Director | $75,000 | | Independent Chairman of the Board | 85,000 |
Director Compensation
The Chairman of the Board sits as a ex officio, non-paid participant of each Board Committee. The Board and committee retainers are intended to competitively compensate the directors for their time engaged in activities on behalf of the Company. As such, no additional compensation is provided for meetings, travel, projects or other assignments. In certain, rare circumstances, the Chairman of the Board may determine that compensation beyond the standard retainers is warranted. However, no such additional compensation was approved or paid during 2022. The following table shows the total compensation earned by non-employee directors for the fiscal year ended January 31, 2023:
Directors’ 2022 Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | David S. Barrie (2) | $34,000 | $- | $34,000 | | Cynthia A. Boiter | 71,500 | 75,000 | 146,500 | | David B. Brown | 72,000 | 75,000 | 147,000 | | Robert J. McNally | 63,854 | 75,000 | 138,854 | | Jerome T. Walker | 79,400 | 85,000 | 164,400 |
Board and Committee Meetings
| • | Reviews independent and non-employee director compensation and recommends adjustments for approval by the Board; | | • | Oversees all of the Company’s executive compensation and its equity-based compensation plans; | | • | Advises the Board on omnibus plan stock availability, future requirements and enhancements or changes to plan language; |
Pay for Performance Philosophy
| Compensation Element | Form of Payment | Performance Metrics | Rationale | | Base Salary | Cash | Individual Performance. | Market based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | | Short-Term Incentive | Cash | Adjusted EBIT Performance: Financial 90%; Personal Goals 10%. | Rewards on the achievement of challenging annual financial performance goals of the Company and personal goals tied to operational performance of each individual executive. | | Long-term Incentive | 50% Equity - Restricted Stock | Three-year vesting schedule. | Provides an incentive for long-term strategic planning and profitable growth correlated with stockholder value through share price appreciation over time. | | | 50% Performance-Based - Cash | Three-year vesting schedule Return on equity | Is based upon return on equity. |
Pay for Performance Philosophy
Because we believe the compensation of our most senior executives should be based on the Company’s overall performance, each executive’s pay is tied to the same financial metrics, and in aggregate, approximately half of each executive’s direct compensation is either short-term incentive-based or long-term equity and cash-based, dependent upon Company financial performance, and is therefore at risk. In 2022, incentive-based components (which we define as including the target values for short-term and long-term incentive compensation, inclusive of restricted stock awards) were 70% of the CEO’s target total direct compensation opportunity and 47% of the average target total direct compensation opportunity for the other NEOs.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our NEOs to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended January 31, 2023 and 2022, and our financial performance for each such fiscal year:
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (3) | Net Income ($ in thousands) (4) | | 2022 | 1,523,018 | 1,530,359 | 559,944 | 560,987 | 167 | 5,945 | | 2021 | 1,239,249 | 1,548,347 | 469,557 | 524,556 | 145 | 6,062 |
Pay Versus Performance
(1) Our Principal Executive Officer (“PEO”) for 2022 and 2021 is David J. Mansfield, and our Non-PEO NEOs for whom the average compensation is presented in this table for 2022 and 2021 are D. Bryan Norwood and Grant W. Dewbre. (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance
| | 2022 | | 2021 | | | Description of Amount | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table - Total Compensation | $1,523,018 | $559,944 | $1,239,249 | $469,557 | | Deduction for amounts reported under the "Stock Awards" column in the Summary Compensation Table for the applicable fiscal year | (337,447) | (64,187) | (315,001) | (58,913) | | Increase for Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 312,508 | 59,443 | 416,083 | 77,818 | | Increase for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | 63,982 | 11,967 | 157,107 | 30,116 | | Deduction/Increase for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (31,702) | (6,181) | 50,909 | 5,979 | | Compensation Actually Paid | 1,530,359 | 560,987 | 1,548,347 | 524,556 |
Pay Versus Performance
(3) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s Common Stock on January 31, 2021. (4) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
Relationship Between Financial Performance Measures
Relationship Between Financial Performance Measures While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative Total Shareholder Return The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and the Company’s cumulative total shareholder return (“TSR”) for the years ended January 31, 2023 and 2022. Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and the Company’s net income for the years ended January 31, 2023 and 2022.
Executive Compensation Aligned with the Market
Executive Compensation Aligned with the Market Throughout this Executive Compensation Discussion and Analysis, each reference to the ‘‘market’’ and to market positioning practices is intended to incorporate the approach outlined below. We review our executive compensation program on a regular basis and generally target approaching the 50th percentile of the market in positioning each individual element of compensation. In the spring of 2022, we conducted our benchmarking for 2022 compensation with a primary benchmarking reference consisting of a consolidation and integration of market data from companies in the manufacturing industry in the WTW General Industry Executive Management Survey. We also considered data from our Custom Peer Group (defined below) regarding pay program design, dilution, and performance. WTW developed competitive pay data from a large set of companies with annual revenues less than $500 million, with data adjusted to reflect companies of a similar revenue size as us, approximately $160 million in revenues. We believe this approach provides an appropriate representation of the market, as applicable to our NEOs, and, by incorporating multiple sources, we lessen the impact of fluctuations in market data over time. In early 2022, the Compensation Committee and our Board agreed on using the WTW 2022 market data as the foundation, along with updated input from WTW, for its 2022 executive compensation decisions. The benchmarking market analysis included base salary, short-term incentive and long-term incentive, resulting in target total direct compensation. Executive compensation for 2023 is also based on the 2022 benchmarking data, and a comprehensive review will be conducted in 2024 and then every other year unless market conditions demand otherwise. Our Custom Peer Group is made up of the 12 public companies shown below. All of these firms fall into at least one of these categories: (i) customers with a strong presence in one or more of our major markets; (ii) companies that are US based and have a large international presence; (iii) companies that are project-based that have similar product profiles or related products; (iv) companies with similar Global Industry Classification codes; and (iv) diversified companies that compete for investor capital within the market segment. The Custom Peer Group companies also are similar to the Company in size, demographics, locations and investor profile and compete with us for talent.
✔ Short-Term and Long-Term Balance
✔ Short-Term and Long-Term Balance We strive for a balance between annual short-term and long-term elements of compensation consistent with market practices. We believe in setting short and long-term goals that are challenging but attainable at their targeted levels without the need for our executives to take inappropriate risks, take actions that would violate our Code of Conduct, or make material changes to our long-term business strategy or our methods of management or operation.
How Performance Measures and Goals are Determined
How Performance Measures and Goals are Determined The Compensation Committee regularly reviews all elements of our executive compensation program and makes changes it deems appropriate from time to time. Each review includes general comparisons against market and peer data and analysis prepared by WTW, including information on market and peer practices and decision support in the following areas: ✔ Pay strategy and positioning on all elements of compensation; ✔ Annual short-term incentive plan design, including performance measures, performance targets and plan leverage; ✔ Long-term incentive plan strategy, design and targets; ✔ Stock ownership guidelines; ✔ Executive perquisites; and ✔ Executive benefits and protection policies, including severance practices for officers and change in control arrangements. The Compensation Committee develops performance measures and goals each year aligned to the Company’s strategic plan that are designed to help achieve our business strategy and objectives. In setting the performance goals for annual short-term and long-term incentive compensation, the Compensation Committee benchmarks against the performance targets of the Custom Peer Group and considers whether the Company’s compensation targets are sufficiently demanding relative to our peers’ performance trends and the Company’s strategic plans. The Compensation Committee believes this comprehensive process leads to appropriate performance targets and incentive awards that create stockholder value. As described below in the section titled “Executive Compensation Elements,” the 2022 short-term incentive bonus goals for the NEOs were based 90% on the Company’s achievement of its operating plan financial targets for 2022 and 10% on each NEO’s achievement of his or her personal goals and objectives, as approved by the Compensation Committee and Board. Stock awards to NEOs under the LTIP carry a three-year vesting term. Beginning in 2020, as described below under “Executive Compensation Elements,” the performance-based cash portion of the long-term incentive award is based on achievement against corporate performance improvement targets over a three-year period established by the Board with respect to the Company’s return on equity.
Summary Compensation Table for 2022
Summary Compensation Table for 2022 The following table shows the total compensation earned by our NEOs for 2022 and 2021 for services rendered in all capacities to the Company:
Summary Compensation Table for 2022
| Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Non-equity Incentive Plan Compensation (3) | All Other Compensation (5) | Total | | David J. Mansfield | 2022 | $450,000 | $337,447 | $723,540 | $12,031 | $1,523,018 | | President and Chief Executive Officer | 2021 | 418,385 | 315,001 | 494,403 | 11,460 | 1,239,249 | | D. Bryan Norwood | 2022 | 281,725 | 63,382 | 197,974 | 8,372 | 551,453 | | Vice President and Chief Financial Officer | 2021 | 262,281 | 59,241 | 136,594 | 9,563 | 467,679 | | Grant W. Dewbre (4) | 2022 | 288,900 | 64,993 | 203,156 | 11,386 | 568,435 | | Chief Operating Officer | 2021 | 254,311 | 58,585 | 148,291 | 10,247 | 471,434 |
Summary Compensation Table for 2022
| (1) Pursuant to their employment agreements, our NEOs’ base salaries are subject to annual reviews and adjustments, which may result in increases in their base salaries. The amounts herein represent the base salaries for the respective periods, after any such increases in base salaries. | | (2) Represents the grant date fair value of restricted stock awarded in the fiscal year as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the assumptions used in the valuation of the awards, please see Note 9, “Stock-based compensation,” to the Company’s Financial Statements in its Annual Report on Form 10-K for the year ended January 31, 2023. The awards will vest 1/3 per year over a three-year vesting period. These amounts reflect the grant date fair value of the awards and do not correspond to the actual value that may be realized by the NEOs. See the Grants of Plan-Based Awards in 2022 table for additional information. |
Summary Compensation Table for 2022
| (3) The amounts shown for 2022 consist of short-term incentive bonuses earned based upon performance in 2022 and paid in 2023, as well as the portion of the 2022 long-term cash performance award described below under “Executive Compensation Elements” based upon 2022 financial performance (subject to a minimum of 80% of target). The individual amounts earned with respect to the long-term cash performance awards were as follows: Mr. Mansfield, $228,000; Mr. Norwood, $42,856; and Mr. Dewbre, $44,088. The amounts shown for 2021 consist of short-term incentive bonuses earned based upon performance in 2021 and paid in 2022, as well as the portion of the 2021 long-term cash performance award described below under “Executive Compensation Elements” based upon 2021 financial performance (subject to a minimum of 80% of target). The individual amounts earned with respect to the long-term cash performance awards were as follows: Mr. Mansfield, $140,000; Mr. Norwood, $26,330; and Mr. Dewbre, $26,035. | | (4) Mr. Dewbre became an executive officer when he was promoted to Chief Operating Officer on July 26, 2021. On that date, Mr. Dewbre and the Company executed an employment agreement in which Mr. Dewbre’s annual base salary was set at $270,000 and short-term incentive bonus target is set at 50% of his base salary. |
Summary Compensation Table for 2022
| (5) The amounts presented above in All Other Compensation for 2022 include 401(k) contributions and the cost of executive wellness benefits for each NEO. In 2022, Mr. Mansfield received $10,756 and Mr. Dewbre received $10,111 from the Company in 401(k) contributions. No other NEOs received any item of All Other Compensation with a value over $10,000 in 2022. |
Grants of Plan-Based Awards in 2022
Grants of Plan-Based Awards in 2022 The following table contains information concerning the plan-based equity and non-equity awards that were granted to our NEOs in 2022. The amounts shown in the columns under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” represent potential future payments at the time of grant only. At the time of grant, whether these amounts (or any portion thereof) would ultimately be received by the NEOs was uncertain because the awards were contingent on the achievement of performance goals and the NEOs’ continued employment. The awards in the columns under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were granted under our annual cash incentive program for 2022 or as the performance cash portion of our long-term incentive program, and payment is or was contingent on our achievement of a given level of corporate performance, as described below in the section titled “Executive Compensation Elements.”
Grants of Plan-Based Awards in 2022
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Name | Award Pursuant To | Grant Date | Threshold | Target | Maximum | Restricted Stock Award in Shares (1) | Value of Awards on Grant Date (2) | | David J. Mansfield | Long-term incentive plan | 6/22/2022 | | | | 30,789 | $337,447 | | | Short-term incentive plan | | $225,000 (3) | $450,000 (3) | $855,000 (3) | | | | | Long-term incentive plan | | 270,000 (4) | 337,500 (4) | 506,250 (4) | | | | D. Bryan Norwood | Long-term incentive plan | 6/22/2022 | | | | 5,783 | 63,382 | | | Short-term incentive plan | | 70,432 (3) | 140,863 (3) | 267,639 (3) | | | | | Long-term incentive plan | | 50,711 (4) | 63,388 (4) | 95,082 (4) | | | | Grant W. Dewbre | Long-term incentive plan | 6/22/2022 | | | | 5,930 | 64,993 | | | Short-term incentive plan | | 72,225 (3) | 144,450 (3) | 274,455 (3) | | | | | Long-term incentive plan | | 57,780 (4) | 72,225 (4) | 108,338 (4) | | |
Grants of Plan-Based Awards in 2022
| (1) The restricted stock vests ratably over three years. |
Grants of Plan-Based Awards in 2022
| (2) The amounts shown in the Value of Awards on Grant Date column represent the fair value of the awards on the date of grant, as computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. | | (3) Amounts represent potential future payouts pursuant to annual bonus awards granted to our NEOs for 2022. The payouts actually earned for 2022 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2022. | | (4) Amounts represent potential future payouts pursuant to the long-term cash awards granted to our NEOs as the performance-based component of our LTIP in 2022. The amount of the performance award earned may vary, subject to a minimum threshold, based on the Company’s performance against pre-determined return on equity targets over a three-year period. The amounts paid out following 2022 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2022. Eighty percent (80%) of the target amount of the performance award is a minimum threshold amount that will be earned if the service requirements are satisfied. This minimum amount will be paid out in three equal installments over the three-year period. The amount earned under the performance award may increase, up to 150% of target, if the achieved return on equity exceeds the threshold. |
Outstanding Equity Awards at January 31, 2023
Outstanding Equity Awards at January 31, 2023
Outstanding Equity Awards at January 31, 2023
| Name | Equity incentive plan awards: Number of Shares of Stock That Have Not Vested | Vesting Date | Equity incentive plan awards: Market Value of Shares of Stock That Have Not Vested (1) | | David J. Mansfield | 17,873 | 6/11/2023 | $181,411 | | | 15,672 | 6/14/2023 | 159,071 | | | 10,263 | 6/22/2023 | 104,169 | | | 15,672 | 6/14/2024 | 159,071 | | | 10,263 | 6/22/2024 | 104,169 | | | 10,263 | 6/22/2025 | 104,169 | | D. Bryan Norwood | 3,362 | 6/11/2023 | 34,124 | | | 2,947 | 6/14/2023 | 29,912 | | | 1,927 | 6/22/2023 | 19,559 | | | 2,948 | 6/14/2024 | 29,922 | | | 1,928 | 6/22/2024 | 19,569 | | | 1,928 | 6/22/2025 | 19,569 | | Grant W. Dewbre | 3,324 | 6/11/2023 | 33,739 | | | 2,915 | 6/14/2023 | 29,587 | | | 1,976 | 6/22/2023 | 20,056 | | | 2,915 | 6/14/2024 | 29,587 | | | 1,977 | 6/22/2024 | 20,067 | | | 1,977 | 6/22/2025 | 20,067 |
Outstanding Equity Awards at January 31, 2023
(1) The market value of the shares is based upon the closing price of the Company’s Common Stock of $10.15 on January 31, 2023. The following table sets forth the number and value of NEO restricted stock awards that vested in 2022.
Restricted Stock Vested in 2022
Restricted Stock Vested in 2022
Restricted Stock Vested in 2022
| Name | Number of Shares Acquired on Vesting | Value Realized upon Vesting (1) | | David J. Mansfield | 54,721 | $452,579 | | D. Bryan Norwood | 10,558 | 87,222 | | Grant W. Dewbre | 10,440 | 86,248 |
Restricted Stock Vested in 2022
| (1) The value of shares vested is based upon the closing price of the Company’s Common Stock on the various dates throughout the year on which each tranche of shares vested. |