DEF 14A of Transcat Inc
Filed Jul 20, 2023 · FY20230001437749-23-020266
Directors and Director Nominees
Directors and Director Nominees
Directors and Director Nominees
| Name | Age | Recent Professional Experience | Committees | | Craig D. Cairns* | 58 | President of Howe & Rusling, Inc. | CC** | | Oksana S. Dominach* | 59 | Senior Vice President Finance and Treasurer of Constellation Brands, Inc. | AC**, CC | | Christopher P. Gillette*♦ | 62 | Lean Leader Sales & Marketing of GE Aviation | — | | Charles P. Hadeed* | 73 | Former Chairman, President and Chief Executive Officer of the Company | AC, EC | | Richard J. Harrison* | 78 | Vice Chairman of MDO II | CC, EC | | Gary J. Haseley*♦ | 61 | Chairman of Board of the Company; Retired Senior Vice President and General Manager of Kaman Automation, Control & Energy | EC** | | Mbago M. Kaniki*♦ | 45 | Chief Executive Officer of Adansonia Management LLC | NESGC** | | Paul D. Moore* | 72 | Retired Senior Vice President of M&T Bank Corporation | AC, NESGC | | Lee D. Rudow | 59 | President and Chief Executive Officer of the Company | EC | | Cynthia Langston* | 62 | Senior Vice President and Chief Information Officer at Excellus BlueCross BlueShield | NESGC |
Directors and Director Nominees
* — Independent ♦— Director Nominee ** — Chair AC — Audit Committee CC — Compensation Committee NESGC — Nominating, Environmental, Social and Governance Committee EC — Executive Committee
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Our Code of Regulations, as amended, currently provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, only a portion of our Board is elected each year. The term of three of our directors will expire at this year’s Annual Meeting. Mr. Harrison, a current director whose term expires this year, is not standing for re-election at the Annual Meeting. Based on the recommendation of the Nominating, Environmental, Social and Governance Committee (the “Nominating and ESG Committee”), we have nominated Christopher P. Gillette, Gary J. Haseley and Mbago M. Kaniki, each to serve for a three-year term expiring in 2026 or until his successor is duly elected and qualified. Unless authority to vote for one of the nominees is specifically withheld, proxies will be voted FOR the election of Messrs. Gillette, Haseley and Kaniki. The Board recommends that you vote FOR the election of each of Messrs. Gillette, Haseley and Kaniki. We do not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the voting of the proxies, the persons named in the proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. The SEC’s rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our Board to conclude that each director or nominee for director should serve on our Board. We have provided this discussion in a separate paragraph immediately below the biographical information of each director and nominee.
Nominees Proposed for Election as Directors
Nominees Proposed for Election as Directors
Nominees Proposed for Election as Directors
| Christopher P. Gillette | | Age: 62 Director Nominee: 2023 | | Mr. Gillette has served as Lean Leader Sales & Marketing of GE Aerospace, a world-leading provider of jet and turboprop engines, components and integrated systems for commercial, military, business and general aviation aircraft, since January 2022. He served as VP Commercial Excellence at GE Digital, a software and Industrial Internet of Things service provider, from July 2020 to January 2022. From April 2015 to July 2020, Mr. Gillette held various senior positions at Philips, a focused leader in health technology. | | Experience and Qualifications | | Mr. Gillette brings to the Board extensive leadership experience and considerable experience with client relations, sales and marketing. This experience, along with his strategic planning and market development experience, provide the Board with valuable knowledge as we continue to implement our growth strategy. |
Nominees Proposed for Election as Directors
| Gary J. Haseley | | | Age: 61 Director since: 2015 | Board Committee: Executive (Chair) | | Mr. Haseley has served as the Chairman of our Board since September 2020. He served as the Senior Vice President and General Manager of Kaman Automation, Control & Energy, a division of Kaman Corporation (NYSE: KAMN), a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market, until his retirement in November 2016. Prior to joining Kaman, from January 2001 to August 2012, Mr. Haseley served as President and Chief Executive Officer of Zeller Corporation, a distributor of electrical and automation components and solutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zeller’s Vice President of Sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions. From May 2018 until December 2019, Mr. Haseley served on the board of directors of Jerash Holdings (US), Inc. (Nasdaq: JRSH). Mr. Haseley has also served on the board of several other for-profit and not-for-profit entities. | | | Experience and Qualifications | | | Mr. Haseley brings extensive knowledge in the distribution and services markets to our Board. His role as Chief Executive Officer of Zeller Corporation and subsequent operational and sales roles at Kaman provide the Board with valuable insights into the leveraging of two market segments similar in synergies to our industry segments. | | | Mbago M. Kaniki | | | Age: 45 Director since: 2021 | Board Committee: Nominating and ESG (Chair) | | Mr. Kaniki has served as Chief Executive Officer of Adansonia Management LLC, an investment firm, since March 2013. He was Chief Executive Officer of Alva Charge LLC, an electric vehicle charging company, from May 2016 to April 2021. Mr. Kaniki worked for other investment firms from 2001 to 2013. He has served on the board of directors of for-profit and not-for-profit entities. | | | Experience and Qualifications | | | Mr. Kaniki has had valuable experience with numerous complex transactions, including debt and equity financings, and mergers and acquisitions. His extensive leadership experience and expertise in driving business growth and transformation through effective strategic planning and execution are valuable to the Board as the Company continues to implement its growth strategy. | |
Nominees Proposed for Election as Directors
| Directors Whose Terms Do Not Expire at the 2023 Annual Meeting | | | Craig D. Cairns | | | Age: 58 Director since: 2021 Term expires: 2024 | Board Committee: Compensation (Chair) | | Mr. Cairns has served as the President since May 2003 and is the majority owner of Howe & Rusling, Inc., a wealth management services company. Mr. Cairns has more than 25 years of investment experience. Mr. Cairns currently serves as the Vice Chairman of the board of trustees of McQuaid Jesuit High School and is also the Chair of the Investment Committee for the Veterans’ Outreach Center. | | | Experience and Qualifications | | | Mr. Cairns brings to the Board extensive leadership experience and considerable experience with client relations, capital allocation, sales and marketing. His experience with strategic planning and execution provides us with valuable knowledge as we continue to implement our growth strategy. | | | Oksana S. Dominach | | | Age: 59 Director since: 2019 Term expires: 2024 | Board Committees: Audit (Chair) Compensation | | Ms. Dominach is Senior Vice President Finance and Treasurer of Constellation Brands, Inc. (NYSE: STZ), a leading international producer and marketer of beer, wine and spirits. She was elected Vice President in 2004 and promoted to the Senior Vice President role in February 2016, and elected Assistant Treasurer in 2004 and promoted to Treasurer in June 2015. Previously, she served as Finance Director from 2003 to 2004. Ms. Dominach currently serves as treasurer and director of the not-for-profit Board of Constellation – Marvin Sands Performing Arts Center; a director of the Directors Advisory Council of the Rochester Division of Manufacturers and Traders Trust Company; a director of various Constellation subsidiaries including Ruffino S.r.l., Tenute Ruffino S.r.l. and Poderi Ducali Ruffino S.r.l.; and a director of North Coast Holdings, Inc. and Lewis Tree Service, Inc. | | | Experience and Qualifications | | | Ms. Dominach brings to the Board more than 33 years of experience and expertise in financial strategy and risk management, as well as over ten years of experience participating on public and not-for-profit boards. Her capital structure management, risk management and corporate compliance expertise provide us with valuable insight and acumen as we continue to advance our growth strategy. | | | Lee D. Rudow | | | Age: 59 Director since: 2015 Term expires: 2024 | Board Committee: Executive | | Mr. Rudow joined us in November 2011 as our Chief Operating Officer and was appointed President in September 2012. He was appointed Chief Executive Officer in July 2013. From 2008 until 2011, Mr. Rudow served as Vice President in various capacities for SIMCO Electronics, Inc., an independent provider of global calibration, repair and software solutions. Prior to that, from 2006 to 2008, he was President and Chief Executive Officer of Davis Calibration, Inc., served as President and Chief Executive Officer of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006, and served as President of Davis Instruments Corp. from 1986 to 1996. | | | Experience and Qualifications | | | Mr. Rudow brings more than 34 years of experience in both of our industry segments. He has a strong understanding of the execution needed for our current business strategy and has served in sales, sales management and operational positions at Transcat and our competitors. Mr. Rudow has worked at startups, private equity-funded and large industrial companies in our industry space. His skill set is uniquely suited for our organic and acquisitive strategic initiatives. Our customers, suppliers, employees and Board recognize his experience as providing a broad set of skills in his roles as our Chief Executive Officer and Board member. | |
Nominees Proposed for Election as Directors
| Charles P. Hadeed | | | Age: 73 Director since: 2007 Term expires: 2025 | Board Committees: Audit Executive | | Mr. Hadeed served as our Chairman of the Board from June 2014 until September 2020, as our Executive Chairman from July 2013 until June 2014, as our Chief Executive Officer from April 2007 to July 2013, and as our President from May 2006 to September 2012. He also served as our Chief Operating Officer from October 2004 to November 2011. Mr. Hadeed joined us in April 2002 as our Vice President of Finance and Chief Financial Officer, a role he served in until May 2006. Prior to joining us, Mr. Hadeed most recently served as Vice President-Healthcare Ventures Group with Henry Schein Inc. Prior to that, he served as Group Vice President-Operations at Del Laboratories Inc. and in various executive positions during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed was a director of IEC Electronics Corp., formerly a public company, from 2015 until it merged with Creation Technologies Inc. in 2021. He also has served on the board of directors of several not-for-profit organizations in the greater Rochester, New York area. | | | Experience and Qualifications | | | As our former Chairman, Executive Chairman, Chief Executive Officer, President, Chief Operating Officer, and Vice President of Finance and Chief Financial Officer, Mr. Hadeed provides the Board with invaluable institutional knowledge of the operations of our company, its markets and its customers. When Mr. Hadeed joined us in April 2002, our company was facing a number of critical challenges. His financial and management skills contributed to the resolution of those challenges, as well as the financial turnaround and growth the Company has experienced during his tenure with us. Mr. Hadeed continues to provide leadership for our sustained growth, profitability and financial stability. | | | Cynthia Langston | | | Age: 62 Director Since: 2022 Term expires: 2025 | Board Committees: Nominating and ESG | | Ms. Langston joined Excellus BlueCross BlueShield in 2014 and has served as its Senior Vice President and Chief Information Officer since July 2021, having previously served in advancing positions including most recently as Senior Vice President, Chief Analytics and Data Officer from July 2017 to July 2021 and Vice President, Enterprise Project Delivery Organization from 2014 to July 2017. Ms. Langston is also Chair of the board of directors of the YWCA of Rochester & Monroe County. | | | Experience and Qualifications | | | Ms. Langston brings to the Board extensive experience in enterprise strategy, information technology, cybersecurity and analytics across several major industries, as well as globally. Her qualifications for election to the Board include her extensive operational, technology and risk management expertise. Ms. Langston also brings deep management and leadership experience to the Board, having held several senior leadership positions during her career. | |
Nominees Proposed for Election as Directors
| Paul D. Moore | | | Age: 72 Director since: 2001 Term expires: 2025 | Board Committees: Audit Nominating and ESG | | Mr. Moore retired as Senior Vice President of M&T Bank Corporation (NYSE: MTB), a bank holding company, in March 2014. Prior to his retirement, Mr. Moore last served as Senior Credit Officer overseeing all corporate lending activity in the Rochester, Buffalo and Binghamton, New York markets. Additionally, Mr. Moore had credit responsibility for M&T’s automotive dealership customers throughout its Middle Atlantic markets. During his 35-year career at M&T Bank, Mr. Moore served as the Commercial Banking Manager for the Rochester, New York market and held various commercial loan positions in Buffalo, New York. | | | Experience and Qualifications | | | Mr. Moore’s corporate banking career qualifies him to represent the interests of shareholders as a member of our Board. Over the course of his career, he extended loans to thousands of companies and was required to assess the management, products, markets and financial performance of these businesses. This process has provided Mr. Moore with a broad perspective of what makes a business successful, an insight that is invaluable to the Board, particularly as it relates to strategic planning and growth. | |
Role of Compensation Consultant
Role of Compensation Consultant Under its charter, our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. In fiscal 2023, the Compensation Committee engaged Frederic W. Cook & Company, Inc. (“FW Cook”), as its independent compensation consultant, to provide advice regarding peer group companies and to assist with the determination of NEO compensation. The Committee assessed the independence of FW Cook pursuant to SEC rules and concluded their work did not raise any conflicts of interest.
Competitive Market Data
Competitive Market Data The Compensation Committee reviews market data on executive pay levels and program design to assist in determining appropriate compensation for the NEOs. For fiscal 2023, the Compensation Committee did not benchmark compensation to a particular percentile of market data, but rather used market data as context when establishing compensation. In fiscal 2023, we engaged FW Cook to provide a competitive frame of reference for compensation decisions, which included the recommendation of a new peer group. Our peer group consists of selected companies drawn from a broad group of public companies from similar industries and comparable size. FW Cook noted (as our Compensation Committee has noted in prior years) that we have no pure peers. While we evaluated fiscal 2023 compensation using the peer group, we expect that we will use the peer group to inform the Compensation Committee’s determinations for fiscal 2024 compensation. Our peer group consists of the following public companies:
Competitive Market Data
| AeroVironment, Inc. | Argan, Inc. | CIRCOR International, Inc. | | Cryoport, Inc. | Cutera, Inc. | Ducommun Incorporated | | Enzo Biochem, Inc. | Harvard Bioscience, Inc. | InfuSystem Holdings, Inc. | | Inogen, Inc. | Kaman Corporation | LeMaitre Vascular, Inc. | | Ligand Pharmaceuticals Incorporated | Mesa Laboratories, Inc. | Powell Industries, Inc. | | Standex International Corporation | Surmodics, Inc. | Twin Disc, Incorporated | | | Willis Lease Finance Corporation | |
Competitive Market Data
The Compensation Committee determined in 2023 that market data warranted certain out of step increases for our Chief Executive Officer and NEOs during fiscal 2023 and fiscal 2024. After consulting with FW Cook, the Compensation Committee increased base compensation, bonus percentages, and long-term equity for each NEO that had been serving as an executive officer for the Company for longer than one year. The Compensation Committee also awarded certain out of step time-based and performance-based equity as a means to better align our NEOs’ compensation with our peer group. Future realignment of compensation with our peer group may continue (if warranted) in fiscal 2025.
Overview of Compensation Components
In addition to the elements described on the table above, stock options may also be awarded to our NEOs in unique circumstances. A significant percentage of total compensation for our NEOs is placed at risk through annual and long-term incentives. There are established guidelines and targets regarding the allocation between annual (short-term) and long-term incentive compensation which is contingent and variable, based on Company results and individual performance.
Annual Performance-Based Cash Incentive Compensation
Annual Performance-Based Cash Incentive Compensation We maintain an annual performance-based cash incentive plan, which is designed to compensate key management members, including our NEOs. Payment of performance-based cash incentive awards under the annual performance-based cash incentive plan for our Chief Executive Officer is expressly linked to successful achievement of specific pre-determined corporate goals, which our Board approves on an annual basis. Payment of performance-based cash incentive awards for our other NEOs is typically based on successful achievement of the same specific pre-established corporate goals, as well as individual performance goals which are determined by our Chief Executive Officer. The performance-based cash incentive plan includes various incentive levels based on a participant’s position within the Company, accountability, and impact on our operations. Target award opportunities are established as a percentage of base salary. The target award opportunity under the performance-based cash incentive plan for fiscal 2023 as a percentage of base salary for each of our NEOs is set forth in the following table.
Annual Performance-Based Cash Incentive Compensation
| Name | Fiscal 2023 Target Percentage of Base Salary | | Lee D. Rudow | 60% | | Thomas Barbato | 40% | | Theresa A. Conroy | 35% | | Mark A. Doheny | 40% | | James M. Jenkins | 40% |
Annual Performance-Based Cash Incentive Compensation
Company performance against the objectives results in a corporate payout factor used to establish the aggregate pool available for incentive awards. Individual awards were determined by using a multiplier to adjust annual incentive payouts for achievement of individual performance objectives (for NEOs other than our Chief Executive Officer) and subjecting such adjustments to the aggregate incentive pool, subject to a cap on individual awards. In addition to the performance goals, the annual performance-based cash incentive plan also provides guidelines for the calculation of annual incentive-based compensation, subject to Compensation Committee oversight and modification. The Compensation Committee established a threshold, target and maximum objective for each financial performance metric, with the corresponding corporate payout factor, as follows:
Annual Performance-Based Cash Incentive Compensation
| Achievement | Percent of Annual Operating Plan | Corporate Payout Factor | | Maximum | 115% | 200% | | Target | 100% | 100% | | Threshold | 90% | 33% |
Annual Performance-Based Cash Incentive Compensation
Performance against each financial performance metric is measured separately. If actual results fall below the threshold objective, the corporate payout factor will be 0%. If actual results fall in between the designated levels of achievement, the corporate payout factor will be interpolated. Generally, if actual results exceed the maximum objective, the corporate payout factor will be limited to 200% of target. NEOs with individual performance objectives must achieve at least a minimum performance level (a rating of 1 on a scale of 0 to 5) against such individual performance objectives to be eligible for any portion of the performance-based cash incentive award. For fiscal 2023, the corporate objectives, relative weights, and levels of performance achieved were as follows:
Annual Performance-Based Cash Incentive Compensation
| Corporate Objective | Weight | Fiscal 2023 Level of Performance | | Adjusted EBITDA (1) | 40% | 93% | | Service segment gross profit | 40% | 97% | | Board’s assessment of corporate performance | 20% | 167% |
Annual Performance-Based Cash Incentive Compensation
(1) Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure. Following the Compensation Committee’s review of the achievement of corporate financial objectives and individual performance objectives for fiscal 2023, the Compensation Committee awarded the following amounts of performance-based cash incentive compensation to each of our NEOs:
Annual Performance-Based Cash Incentive Compensation
| Name | Fiscal 2023 Performance-Based Cash Incentive Award | | Lee D. Rudow | $272,357 | | Thomas Barbato | $114,308 | | Theresa A. Conroy | $87,116 | | Mark A. Doheny | $87,663 | | James M. Jenkins | $139,553 |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We grant long-term equity incentive awards in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) as a component of executive compensation to reinforce our NEOs' long-term commitment to our success and, with respect to the PSUs, to align with shareholder interests. Our Compensation Committee sets target equity award levels as a percentage of annualized base salary based on our NEOs’ positions within the Company. Long-term performance-based incentive compensation is targeted to a specific dollar award, which is reviewed and approved annually by the Compensation Committee. The target equity award opportunity for fiscal 2023 as a percentage of annualized base salary for each of our NEOs and the long-term equity incentive compensation award opportunities to our NEOs is set forth in the following table.
Long-Term Equity Incentive Awards
| | | Fiscal 2023 Long-Term Equity Award Opportunities | | | Name | Fiscal 2023 Equity Target Percentage of Base Salary | PSUs (1) | RSUs (2) | | Lee D. Rudow | 88% | 3,482 | 3,483 | | Thomas Barbato | 65% | 1,417 | 1,417 | | Theresa A. Conroy | 40% | 633 | 633 | | Mark A. Doheny | 65% | 1,512 | 1,512 | | James M. Jenkins | 60% | 1,187 | 1,188 |
Long-Term Equity Incentive Awards
| (1) The shares underlying the PSUs will vest after three years subject to our achieving specific cumulative fully-diluted earnings per share (“EPS”) objectives over the eligible three-year period ending in fiscal 2025. |
Long-Term Equity Incentive Awards
| (2) The shares underlying the RSUs will vest on March 28, 2025, subject to the terms of the award and continued employment through the vesting date. |
Long-Term Equity Incentive Awards
Upon vesting, the holders of PSUs will receive a pro rata percentage based on a linear sliding scale of their respective award based on the pre-determined cumulative fully-diluted EPS thresholds:
Long-Term Equity Incentive Awards
| • | Maximum cumulative fully-diluted EPS – 150% |
Long-Term Equity Incentive Awards
| • | Target cumulative fully-diluted EPS – 100% |
Long-Term Equity Incentive Awards
| • | Minimum cumulative fully-diluted EPS – 50% |
Long-Term Equity Incentive Awards
Failure to achieve the minimum cumulative fully-diluted EPS will result in no shares becoming earned under the PSU awards. The aggregate grant date fair value of the long-term equity incentive awards for our NEOs are reflected in the “Stock Awards” column of the 2023 Summary Compensation Table.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table shows certain information about the compensation of our NEOs for our three most recently completed fiscal years (if the individual was an NEO for that fiscal year).
2023 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary (1) ($) | Stock Awards (2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | Lee D. Rudow President and Chief Executive Officer | 2023 2022 2021 | 523,654 496,154 400,000 | 439,979 439,982 439,996 | 187,700 – – | 272,357 396,930 240,000 | 20,444 20,419 10,698 | 1,444,134 1,353,485 1,090,694 | | Thomas Barbato Chief Financial Officer | 2023 | 275,000 | 179,024 | 93,850 | 114,308 | 8,779 | 670,961 | | Theresa A. Conroy Senior Vice President, Human Resources | 2023 | 200,000 | 79,973 | 37,540 | 87,116 | 7,544 | 412,173 | | Mark A. Doheny Chief Operating Officer | 2023 2022 2021 | 301,346 284,625 137,500 | 191,026 178,758 238,437 | 122,005 – – | 87,663 155,198 55,000 | 10,684 8,697 99,009 | 712,724 627,278 529,946 | | James M. Jenkins Chief Legal Officer, Corporate Development Officer and Corporate Secretary | 2023 2022 | 252,808 250,000 | 150,029 149,993 | 65,695 – | 139,553 159,591 | 11,268 9,056 | 619,353 568,640 |
2023 Summary Compensation Table
| (1) The amounts shown in this column include cash compensation earned and paid during the applicable fiscal year. |
2023 Summary Compensation Table
| (2) The long-term equity incentive awards granted to our NEOs in fiscal 2023 and fiscal 2022 were granted half in RSUs and half in PSUs, based on the total fair market value of the awards. In fiscal 2021, the long-term equity incentive awards granted to our NEOs were only comprised of RSUs. The amounts in this column do not reflect the actual value realized by the recipient. The amounts shown in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (“ASC 718”) for RSUs granted during each fiscal year, except that no estimates for forfeitures have been included. A discussion of the assumptions used to calculate grant date fair value are set forth in Note 6 (Stock-Based Compensation) to the Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended March 25, 2023. For fiscal 2023 and fiscal 2022, the amounts also include the value of the PSUs based on the target level of the performance as of the date of grant. If the highest level of performance is achieved, the value of the fiscal 2023 PSUs for Messrs. Rudow, Barbato, Doheny and Jenkins would be $329,937, $134,268, $143,270, and $112,474, respectively, and $59,980 for Ms. Conroy. |
2023 Summary Compensation Table
| (3) The amounts shown in this column reflect amounts earned during the applicable fiscal year under our annual performance-based cash incentive plan. |
2023 Summary Compensation Table
| (4) The amounts shown in this column reflect amounts paid by us in the applicable fiscal year to, or on behalf of, the NEO as Company matching contributions under our 401(k) Plan, executive life insurance premiums and excess long-term disability premiums, long-term care insurance premiums, reimbursements for relocation expenses, and financial planning services. The amounts in the All Other Compensation column for fiscal 2023 reflect the following: |
2023 Summary Compensation Table
| | 401(k) Plan Matches ($) | Insurance ($) | Long-term Care Insurance ($) | Financial Planning Services ($) | | Lee D. Rudow | 12,434 | 3,010 | 5,000 | – | | Thomas Barbato | 7,933 | 846 | – | – | | Theresa A. Conroy | 6,698 | 846 | – | – | | Mark A. Doheny | 9,838 | 846 | – | – | | James M. Jenkins | 6,922 | 846 | – | 3,500 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows the plan-based awards granted during fiscal 2023 to each of our NEOs:
Grants of Plan-Based Awards
| Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock(3) ($) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Lee D. Rudow | Annual | | 104,940 | 318,000 | 636,000 | | | | | | | | | | PSUs(4) | 5/25/2022 | | | | 1,741 | 3,482 | 5,223 | | | | 219,958 | | | RSUs(5) | 5/25/2022 | | | | | | | 3,483 | | | 220,021 | | | Options(6) | 5/25/2022 | | | | | | | | 10,000 | 63.17 | 187,700 | | Thomas Barbato | Annual | | 36,300 | 110,000 | 220,000 | | | | | | | | | | PSUs(4) | 5/25/2022 | | | | 709 | 1,417 | 2,126 | | | | 89,512 | | | RSUs(5) | 5/25/2022 | | | | | | | 1,417 | | | 89,512 | | | Options(6) | 5/25/2022 | | | | | | | | 5,000 | 63.17 | 93,850 | | Theresa A. Conroy | Annual | | 23,100 | 70,000 | 140,000 | | | | | | | | | | PSUs(4) | 5/25/2022 | | | | 317 | 633 | 950 | | | | 39,987 | | | RSUs(5) | 5/25/2022 | | | | | | | 633 | | | 39,987 | | | Options(6) | 5/25/2022 | | | | | | | | 2,000 | 63.17 | 37,540 | | Mark A. Doheny | Annual | | 40,030 | 121,300 | 242,600 | | | | | | | | | | PSUs(4) | 5/25/2022 | | | | 756 | 1,512 | 2,268 | | | | 95,513 | | | RSUs(5) | 5/25/2022 | | | | | | | 1,512 | | | 95,513 | | | Options(6) | 5/25/2022 | | | | | | | | 6,500 | 63.17 | 122,005 | | James M. Jenkins | Annual | | 34,056 | 103,200 | 206,400 | | | | | | | | | | PSUs(4) | 5/25/2022 | | | | 594 | 1,187 | 1,781 | | | | 74,983 | | | RSUs(5) | 5/25/2022 | | | | | | | 1,188 | | | 75,046 | | | Options(6) | 5/25/2022 | | | | | | | | 3,500 | 63.17 | 65,695 |
Grants of Plan-Based Awards
| (1) Amounts represent the threshold, target and maximum payout levels for fiscal 2023 under our annual performance-based cash incentive compensation plan. |
Grants of Plan-Based Awards
| (2) The shares underlying the PSUs for all NEOs vest after three years subject to our achieving specific cumulative fully-diluted EPS objectives over the eligible three-year period. |
Grants of Plan-Based Awards
| (3) Amounts represent the aggregate grant date fair value of awards pursuant to FASB ASC Topic 718, Compensation – Stock Compensation. Additional details on accounting for stock-based compensation can be found in Note 6 to our consolidated financial statements contained in our annual report on Form 10-K for fiscal 2023. |
Grants of Plan-Based Awards
| (4) The PSUs have a three-year performance period (ending on March 28, 2025, the last day of our 2025 fiscal year) subject to our achieving specific cumulative fully-diluted EPS objectives over the eligible three-year period. The PSUs will vest subject to the performance achieved and continued employment through the vesting date, but may vest earlier upon the NEO’s death, disability, or termination without cause, including following a change in control of the Company, as described in “Potential Payments upon Termination or Change of Control” below. |
Grants of Plan-Based Awards
| (5) Pursuant to the award agreements, these RSUs will vest on March 28, 2025, subject to the grantees’ continued service through each vesting date. |
Grants of Plan-Based Awards
| (6) These options will vest on May 25, 2025, subject to the terms of the applicable award agreement. |
Outstanding Equity Awards at March 25, 2023
Outstanding Equity Awards at March 25, 2023 The following table shows information about the number of unexercised stock options and the number and value of unvested restricted stock unit awards held by our NEOs at March 25, 2023.
Outstanding Equity Awards at March 25, 2023
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Lee D. Rudow | – | 10,000 | 63.17 | 5/25/2027 | | | | | | | | | | | 16,248(2) | 1,410,164 | | | | | | | | | 4,138(3) | 359,137 | | | | | | | | | 3,483(4) | 302,290 | | | | | | | | | | | 4,137(6) | 359,050 | | | | | | | | | 3,482(7) | 302,203 | | Thomas Barbato | 2,000 | 4,000 | 90.92 | 01/03/2027 | | | | | | | – | 5,000 | 63.17 | 5/25/2027 | | | | | | | | | | | 766(3) | 66,481 | | | | | | | | | 1,417(4) | 122,981 | | | | | | | | | | | 765(6) | 66,394 | | | | | | | | | 1,417(7) | 122,981 | | Theresa A. Conroy | – | 2,000 | 63.17 | 5/25/2027 | | | | | | | | | | | 342(3) | 29,682 | | | | | | | | | 633(4) | 54,938 | | | | | | | | | | | 342(6) | 29,682 | | | | | | | | | 633(7) | 54,938 | | Mark A. Doheny | – | 6,500 | 63.17 | 5/25/2027 | | | | | | | | | | | 3,000(5) | 260,370 | | | | | | | | | 5,012(2) | 434,991 | | | | | | | | | 1,681(3) | 145,894 | | | | | | | | | 1,512(4) | 131,226 | | | | | | | | | | | 1,681(6) | 145,894 | | | | | | | | | 1,512(7) | 131,226 | | James M. Jenkins | – | 3,500 | 63.17 | 5/25/2027 | | | | | | | | | | | 4,379(2) | 380,053 | | | | | | | | | 1,411(3) | 122,461 | | | | | | | | | 1,188(4) | 103,107 | | | | | | | | | | | 1,410(6) | 122,374 | | | | | | | | | 1,187(7) | 103,020 |
Outstanding Equity Awards at March 25, 2023
| (1) Calculated using the closing price of a share of our common stock on March 24, 2023 (the last trading day of fiscal 2023) of $86.79. |
Outstanding Equity Awards at March 25, 2023
| (2) These RSUs, which convert into common stock on a one-for-one basis, will vest on July 21, 2023, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement. |
Outstanding Equity Awards at March 25, 2023
| (3) These RSUs, which convert into common stock on a one-for-one basis, will vest on March 30, 2024, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement. |
Outstanding Equity Awards at March 25, 2023
| (4) These RSUs, which convert into common stock on a one-for-one basis, will vest on March 28, 2025, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement. |
Outstanding Equity Awards at March 25, 2023
| (5) These RSUs, which convert into common stock on a one-for-one basis, will vest on September 21, 2023, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement. |
Outstanding Equity Awards at March 25, 2023
| (6) These PSUs will vest after three years subject to the grantees’ continued service through each vesting date and our achieving specific cumulative fully-diluted EPS objectives over the three-year period ending on March 30, 2024. |
Outstanding Equity Awards at March 25, 2023
| (7) These PSUs will vest after three years subject to the grantees’ continued service through each vesting date and our achieving specific cumulative fully-diluted EPS objectives over the three-year period ending on March 28, 2025. |
Stock Vested in Fiscal 2023
Stock Vested in Fiscal 2023 The following table shows information regarding all stock awards held by our NEOs that vested during fiscal 2023. Other than as provided below, our NEOs did not have any outstanding stock options that vested during fiscal 2023.
Stock Vested in Fiscal 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Lee D. Rudow | 7,676 | 484,893 | | Thomas Barbato | – | – | | Theresa A. Conroy | – | – | | Mark A. Doheny | – | – | | James M. Jenkins | – | – |
Stock Vested in Fiscal 2023
| (1) The value realized on vesting is equal to the number of shares vested multiplied by the closing price of a share of our common stock on the vesting date (or if such date falls on a weekend or public holiday, the closing price of a share of our common stock on the date immediately prior to the vesting date on which our shares traded). |
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control Change-in-Control Severance Agreement. On May 7, 2012, we entered into a change-in-control severance agreement with Mr. Rudow. This agreement requires a change in control of our company and a subsequent qualifying termination of the executive’s employment (often referred to as a “double trigger”) in order to trigger certain payments. The agreement is intended to promote continuity of leadership, maintain the focus of our executive officer on pursuing any corporate transaction that is in the best interests of our shareholders, and to retain services of our leadership by providing sufficient severance protection during a period of uncertainty. A change in control occurs under Mr. Rudow’s change-in-control severance agreement upon the occurrence of any of the following events: (i) we merge with or are consolidated into another entity and less than fifty percent of the outstanding voting securities of the resulting entity are owned by our former shareholders; (ii) a majority of our directors before any tender offer, merger or other business combination, or sale or other disposition of assets do not constitute a majority of the Board after such transaction; (iii) a tender offer for over twenty-five percent of the combined voting power of our outstanding voting securities is made and consummated; (iv) any person or group acquires more than twenty-five percent of the combined voting power of our outstanding voting securities; or (v) we transfer substantially all of our assets to another corporation that is not a wholly-owned subsidiary of ours. In the event of Mr. Rudow’s termination due to a change in control, as defined in the agreement, following the agreement for or announcement of a proposed change in control and within 24 months following the effective date of the change in control (the “CIC Period”), Mr. Rudow would be entitled to receive his full salary, bonus and benefits (to the extent that his continued participation is possible under the general terms and provisions of such plans and programs) as were in effect immediately preceding such change in control, for a period of 24 months following the effective date of his termination of employment. Pursuant to the agreement, in the event of voluntary termination or termination for certain reasons during the CIC Period, including death, total disability, normal retirement, willful misconduct, gross negligence, breach of duty, unfair competition, conviction of certain crimes, or conduct that disqualifies him from employment with the Company, Mr. Rudow would not be entitled to these amounts. Incentive Plans. For awards granted under our 2021 Stock Incentive Plan, upon a change in control of our company, as defined in the plan, each of our NEOs would be entitled to equivalent replacement or substituted awards for each outstanding award at the time of the change in control. If these awards are not granted, our NEOs would be entitled to immediate vesting of all unvested stock options, stock appreciation rights, and restricted stock awards (with PSUs valued pro-rata assuming target performance). Additionally, if any NEO is terminated without cause or resigns for good reason within two years immediately following a change in control, our NEO would be entitled to immediate vesting of all awards, with all options and stock appreciation rights remaining exercisable for the shorter of 90 days following such termination or until the expiration of the award pursuant to its stated terms, unless otherwise provided for in the applicable award agreement. For awards granted under our 2003 Stock Incentive Plan, as amended and restated, upon a change in control of our company, as defined in the plan, each of our NEOs would be entitled to immediate vesting of all unvested stock options and stock awards (with PSUs valued pro-rata assuming target performance). Post-Retirement Plan. Also, as described above under “Post-Retirement Plan,” upon retirement at age 55 or older after five or more years of continuous service Mr. Rudow would be eligible to participate in the post-retirement health benefit plan for officers. As previously stated, as of October 2019, only those individuals who as of July 22, 2019 were “Retirees” as defined in the plan or who are listed on an exhibit to the plan are eligible to participate in the plan. No other individuals are eligible to participate in the plan.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table estimates the amount of compensation payable to our NEOs in the event of termination of employment due to a change in control, assuming that such terminations were effective as of March 25, 2023, using the closing price of our common stock as of March 24, 2023 (the last trading day of our fiscal year) which was $86.79. Our NEOs are not eligible to receive potential payments upon termination due to voluntary separation, involuntary termination, death, or disability.
Potential Payments Upon Termination or Change in Control
| | Severance Payments ($) | Annual Performance- Based Cash Incentive Award ($) | Option Awards ($) | PSUs ($) | RSUs ($) | Other Benefits ($) | Total ($) | | Lee D. Rudow | 1,060,000 | 636,000 | 236,200 | 2,071,591 | 661,253 | 50,000 | 4,715,044 | | Thomas Barbato | – | – | 118,100 | 189,463 | 189,463 | – | 497,026 | | Theresa A. Conroy | – | – | 47,240 | 84,620 | 84,620 | – | 216,480 | | Mark A. Doheny | – | – | 153,530 | 972,482 | 277,120 | – | 1,403,132 | | James M. Jenkins | – | – | 82,670 | 605,621 | 225,394 | – | 913,685 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table The table below shows information about the compensation of our non-employee directors for their service during fiscal 2023.
Fiscal 2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Total ($) | | Craig D. Cairns | 61,250 | 50,000 | — | 111,250 | | Oksana S. Dominach | 61,250 | 50,000 | — | 111,250 | | Charles P. Hadeed | 63,750 | 50,000 | — | 113,750 | | Richard J. Harrison | 60,000 | 50,000 | — | 110,000 | | Gary J. Haseley | 90,000 | 50,000 | — | 140,000 | | Mbago M. Kaniki | 57,500 | 50,000 | — | 107,500 | | Cynthia Langston | 42,500 | 50,000 | 304,900 | 397,400 | | Paul D. Moore | 51,250 | 50,000 | — | 101,250 |
Fiscal 2023 Director Compensation Table
| (1) The amounts shown include the annual cash board retainer and committee retainers earned by the directors during fiscal 2023. |
Fiscal 2023 Director Compensation Table
| (2) Includes the aggregate grant date fair value of the restricted stock units granted during fiscal 2023 as computed in accordance with ASC 718. For each director, the number of units granted was determined by dividing $50,000, the grant date value of the award, by $73.80, the closing price of our common stock on September 6, 2022, the day before the date of grant. |
Fiscal 2023 Director Compensation Table
| (3) The table below presents the aggregate number of outstanding stock options for each of our non-employee directors as of March 25, 2023: |
Fiscal 2023 Director Compensation Table
| Name | Number of Shares Underlying Unexercised Options | | Craig D. Cairns | 10,000 | | Oksana S. Dominach | 10,000 | | Charles P. Hadeed | – | | Richard J. Harrison | – | | Gary J. Haseley | – | | Mbago M. Kaniki | 10,000 | | Cynthia Langston | 10,000 | | Paul D. Moore | – |
CEO PAY RATIO
CEO PAY RATIO For fiscal 2023, the annual total compensation of our Chief Executive Officer, as set forth in the Summary Compensation Table, was $1,444,134, and the annual total compensation of our median employee, other than the Chief Executive Officer, was $53,444. The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee is 27 to 1 (the “pay ratio”). We determined our median employee as of the last day of fiscal 2023, the same date that we use for determining the compensation of our Chief Executive Officer under the SEC executive compensation disclosure rules. For purposes of identifying our median employee, we used Form W-2 wages (and the equivalent amounts for our non-U.S. employees) as our consistently applied compensation measure. We do not make cost of living adjustments for the compensation of employees based outside of the U.S. We convert the compensation paid to non-U.S. employees in local currency to U.S. dollars using the applicable exchange rate in effect as of the determination date. Once we identify our median employee, we calculate their compensation under the Summary Compensation Table rules in a manner that is consistent with the calculation of our Chief Executive Officer’s compensation, without any adjustments or estimates. In this manner, the compensation of our Chief Executive Officer in the Summary Compensation Table matches the compensation that we use for our median employee for purposes of the Chief Executive Officer pay ratio. The SEC requirements for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth the compensation for our principal executive officer (the “PEO”) and the average compensation for our other NEOs (“non-PEO NEOs”), both as reported in the Summary Compensation Table in this proxy statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under the SEC’s pay versus performance disclosure rules, for each of fiscal 2023, fiscal 2022 and fiscal 2021. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our financial performance, refer to the Compensation Discussion and Analysis in this proxy statement.
PAY VERSUS PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation “Actually Paid” to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation “Actually Paid” to non- PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) (in thousands) | Company Selected Measure: Adjusted EBITDA(8) (in thousands) | | | | | | | Company TSR(5) | Peer Group TSR(6) | | | | 2023 | $1,444,134 | $1,422,311 | $603,803 | $600,973 | $337.32 | $174.48 | $10,688 | $30,421 | | 2022 | $1,353,485 | $1,512,100 | $597,959 | $498,629 | $306.19 | $195.02 | $11,380 | $26,307 | | 2021 | $1,090,694 | $2,355,064 | $441,760 | $515,091 | $185.21 | $165.93 | $7,791 | $20,575 |
PAY VERSUS PERFORMANCE
| (1) Reflects compensation for Lee D. Rudow, our Chief Executive Officer, for fiscal 2023, fiscal 2022 and fiscal 2021 as reported in the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid,” or CAP, to the PEO in fiscal 2023, fiscal 2022 and fiscal 2021, as computed in accordance with the SEC’s pay versus performance disclosure rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal year. The following table provides additional information as to the amounts deducted from and added to the Summary Compensation Table Total for the PEO pursuant to the SEC’s rules to determine CAP to the PEO: |
PAY VERSUS PERFORMANCE
| | PEO | | | | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total for PEO | $1,444,134 | $1,353,485 | $1,090,694 | | Adjustments for stock awards and option awards | | | | | (Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year | $(627,679) | $(439,982) | $(439,996) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $400,713 | $174,106 | $423,910 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $308,499 | $538,834 | $900,571 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | - | - | - | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(84,743) | $147,147 | $379,885 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $(18,613) | $(261,490) | - | | Add: Change in incremental fair value of awards modified during the covered fiscal year | - | - | - | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | - | - | - | | Compensation “Actually Paid” to PEO | $1,422,311 | $1,512,100 | $2,355,064 |
PAY VERSUS PERFORMANCE
| (3) Reflects the average compensation for the non-PEO NEOs in each respective year based on compensation amounts reported in the Summary Compensation Table for the applicable year. The non-PEO NEOs for fiscal 2023 are Thomas Barbato, Theresa A. Conroy, Mark A. Doheny and James M. Jenkins. The non-PEO NEOs for fiscal 2022 were Mark A. Doheny and James M. Jenkins. The non-PEO NEOs for fiscal 2021 were Mark A. Doheny, Michael W. West, and Michael J. Tschiderer. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in this column represent the average amount of CAP to the non-PEO NEOs in fiscal 2023, fiscal 2022 and fiscal 2021, as computed in accordance with the SEC’s pay versus performance disclosure rules. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable fiscal year. The following table provides additional information as to the amounts deducted from and added to the Average Summary Compensation Table Total for non-PEO NEOs pursuant to the SEC’s rules to determine Average CAP to non-PEO NEOs: |
PAY VERSUS PERFORMANCE
| | Other non-PEO NEOs (Average) | | | | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total for non-PEO NEOs | $603,803 | $597,959 | $441,760 | | Adjustments for stock awards and option awards | | | | | (Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year | $(229,786) | $(164,376) | $(150,825) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $156,477 | $65,045 | $35,326 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $70,479 | - | $75,143 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | - | - | $34,680 | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | - | - | $79,008 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | - | - | - | | Add: Change in incremental fair value of awards modified during the covered fiscal year | - | - | - | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | - | - | - | | Compensation “Actually Paid” to non-PEO NEOs | $600,973 | $498,629 | $515,091 |
PAY VERSUS PERFORMANCE
| (5) Total Shareholder Return, or TSR, reflects the cumulative return of a $100 investment from the beginning of fiscal 2021 through the end of each of the fiscal years in the table, calculated in accordance with Item 201(e) of Regulation S-K. |
PAY VERSUS PERFORMANCE
| (6) The index used for this purpose is the S&P 1500 Life Sciences Tools & Services Industry Index. |
PAY VERSUS PERFORMANCE
| (7) Reflects Net Income as reported in the Company’s Consolidated Statements of Operations and Comprehensive Income included in the Company’s annual report on Form 10-K for the respective fiscal year. |
PAY VERSUS PERFORMANCE
| (8) Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, non-cash loss on sale of building, and restructuring expense) is a non-GAAP measure. Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs with respect to the relationships between information presented in the Pay Versus Performance table.