DEF 14A of Douglas Dynamics, Inc, Mar 21, 2025

DEF 14A of Douglas Dynamics, Inc

Filed Mar 21, 2025 · FY20240001437749-25-008661

Open on EDGAR

  1. ELECTION OF DIRECTORS (Proposal 1)

    ELECTION OF DIRECTORS (Proposal 1) Our Board currently consists of seven members. Our Board is divided into three classes for purposes of election. The director or directors in one class are generally elected at each annual meeting of stockholders to serve for a three-year term and until their successors are duly elected and qualified. Each director elected at our Annual Meeting will hold office for a three-year term expiring at our 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified. Other than the three directors who are nominated for election at our Annual Meeting, our other current directors are not up for election this year and will continue in office for the remainder of their terms. As of the date of this proxy statement, each of the nominees for election has indicated that he or she is able and willing to serve as a director. However, if some unexpected occurrence should require our Board to substitute some other person or persons for one or more of the nominees, it is intended that the shares represented by proxies received and voted for such other candidate or candidates, or not voted, will be voted for another nominee or nominees selected by our Board.

  2. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The following sets forth certain information, as of the Record Date, about the nominees for election at our Annual Meeting. Each of the nominees is currently a director of our Company.

  3. Director Nominees for Terms Expiring in 2028

    Director Nominees for Terms Expiring in 2028 Margaret S. Dano, 65, has been serving as a director since 2012. She previously served as a member of the board of directors and the governance and compensation committees of Neenah Paper Inc. (NYSE: NP), from April 2015 to July 2022, and in 2018 retired as the chairman of the board of directors of Superior Industries International, Inc. (NYSE: SUP), a designer and manufacturer of aluminum road wheels for sale to original equipment manufacturers, where she served as lead director since 2010 and as a member of the board of directors since 2007. Ms. Dano was Vice President, Worldwide Operations of Garrett Engine Boosting Systems, a division of Honeywell International, Inc., from June 2002 until her retirement from that position in 2005. From April 2002 to June 2002, she was Vice President, Global Operations, Automation and Controls Solutions of Honeywell. Before joining Honeywell, Ms. Dano served in executive or management roles with Avery Dennison Corporation, Black & Decker Corporation and General Electric Corporation. Ms. Dano has been a member of the board of directors of Industrial Container Services, a provider of reusable container solutions in the United States, since 2011, and currently serves as lead director and as a member of the compensation committee. She has served on the board of directors and the audit, compensation and governance committees of Fleetwood Enterprises, Inc., and on the board of directors and as lead director and chair of the compensation committee of Anthony International Equipment Services Corp. Ms. Dano’s qualifications to serve on our Board include her leadership experience at publicly traded manufacturing companies and her background in the manufacturing industry as a member of senior management teams with responsibility for global operations. Donald W. Sturdivant, 64, has been serving as a director since 2010. Since December 2021, Mr. Sturdivant has served as an operating partner with TruArc LLC, a middle market private equity firm. From September 2016 until December 2021, Mr. Sturdivant served as an operating partner with Snow Phipps Group, LLC, predecessor to TruArc LLC. He has served as chairman of the board of directors at Teasdale Latin Foods since June 2019 and previously served as the chairman of the board of directors at Brook & Whittle Corporation from September 2017 to November 2021. He previously served as Chief Executive Officer of FleetPride, Inc., from March of 2015 through June of 2016 and served as a director at FleetPride from 2014 to 2016. Mr. Sturdivant was the Chief Executive Officer of Marietta Corporation from 2009 to 2015. He also served on the board of directors at Serta Simmons Bedding Company from 2010 to 2012. Earlier in his career, Mr. Sturdivant held various executive leadership roles including Chief Operating Officer at Altivity Packaging and Division President roles at Graphic Packaging International and Fort James Corporation. Mr. Sturdivant holds an MBA from the Florida Institute of Technology, and a B.S. from the University of Maine and served as a Chemical Corps Officer in the United States Army. Mr. Sturdivant’s qualifications to serve on our Board include his leadership experience at several publicly held corporations and his background in the manufacturing industry as a member of senior management at a number of manufacturing companies. Mr. Van Genderen, 56, has been serving as our President and Chief Executive Officer and as a director since March 2025. Previously, Mr. Van Genderen served as the Company’s Chief Operating Officer, from September 2024 to March 2025, President, Work Truck Attachments, from January 2023 to February 2025, President, Commercial Snow & Ice, from September 2021 to January 2023, and Vice President of Business Development, from November 2020 until September 2021. Prior to his time at Douglas Dynamics, Mr. Van Genderen spent 21 years in various leadership roles at the Harley-Davidson Motor Company, manufacturer of premium motorcycles. While at Harley-Davidson, he held a diverse range of responsibilities including leadership roles in manufacturing, product development, sales and marketing, finance, and dealer development. Most recently, he led Harley-Davidson’s expansion in Latin America, the company’s parts and accessories product development function, and the riding gear and lifestyle apparel division including the company’s eCommerce business. We believe that Mr. Van Genderen’s experience in various leadership positions both inside and outside the Company, as well as his deep understanding of the Company’s business, operations and strategy, qualify him to serve on our Board. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE FOREGOING NOMINEES FOR ELECTION AS A DIRECTOR.

  4. Directors Remaining in Office Until 2026

    Directors Remaining in Office Until 2026 Joher Akolawala, 58, has been serving as a director since 2022. Mr. Akolawala served as Executive Vice President and Chief Financial Officer of Pella Corporation, a privately-held manufacturer of windows and doors, from March 2020 until his retirement in September 2024. Prior to joining Pella, Mr. Akolawala was the Senior Vice President, Chief Financial Officer - International of Walgreens Boots Alliance, Inc., a publicly traded pharmaceutical retailer, from November, 2019 to March, 2020. From June, 2014 to October, 2019, Mr. Akolawala served Mondelez International, Inc., a publicly traded multinational food and beverage company (a successor company to Kraft Foods Group), in roles of increasing responsibility, most recently as Senior Vice President, Global Finance. Prior to that, Mr. Akolawala spent nearly 23 years with Kraft Foods Group, where he held a number of senior leadership positions, including Chief Financial Officer, Kraft Grocery; Vice President, Business Systems; and Chief Financial Officer, Kraft Foodservice. Mr. Akolawala’s qualifications to serve on our Board include his leadership experience at complex global enterprises in multiple industries, his extensive background in finance, information technology, cybersecurity, M&A, and strategy, as well as his vast multi-cultural and international business experience. In addition to his extensive professional experience, Mr. Akolawala contributes to the Board’s diversity. James L. Janik, 68, has been serving as our Chairman since 2014 and as a director since 2004. Mr. Janik served as our Executive Chairman from May 2024 until July 2024 and, previously, from January 2019 until his initial retirement as an officer of our Company in April of 2020. In addition, Mr. Janik served as our Interim President and Chief Executive Officer from July 2024 to March 2025 and previously served as our President and Chief Executive Officer from 2004 until January 2019. Mr. Janik also served as President and Chief Executive Officer of Douglas Dynamics Incorporated, the entity that previously operated our business, from 2000 to 2004. Mr. Janik was Director of Sales of our Western Products division from 1992 to 1994, General Manager of our Western Products division from 1994 to 2000 and Vice President of Marketing and Sales from 1998 to 2000. Prior to joining us, Mr. Janik was the Vice President of Marketing and Sales of Sunlite Plastics Inc., a custom extruder of thermoplastic materials, for two years. During the 11 prior years, Mr. Janik held a number of key marketing, sales and production management positions for John Deere Company. Mr. Janik has served on the board of directors of Jason Industries L.L.C. since August 2020. Mr. Janik’s qualifications to serve on our Board include his over 30 years of experience at our Company, including his years of experience as our and Douglas Dynamics Incorporated’s President and Chief Executive Officer, as well as his depth of experience at businesses affected by weather-related seasonality. This experience, comprehensive knowledge of the snow and ice control equipment industry, and inside perspective of the day-to-day operations of the Company provides essential insight and guidance to our Board and qualifies him to serve as our Chairman.

  5. Director Remaining in Office Until 2027

    Director Remaining in Office Until 2027 Kenneth W. Krueger, 68, has been serving as a director since 2011. He also has served as Chairman of The Manitowoc Company, Inc., a capital goods manufacturer, since March 2016. Previously, he served as interim Chairman, President and Chief Executive Officer of The Manitowoc Company, Inc. from October 2015 through March 2016 and as a director and Chairman of the Audit Committee for that company from 2004 until October 2015. He also has served as a director of Albany International Corp., a global advanced textiles and materials processing company, since December 2016. Mr. Krueger is the Chairman of the Audit Committee of Albany International Corp. and also serves on their Governance Committee. From May 2006 until August 2009, Mr. Krueger was the Chief Operating Officer of Bucyrus International, Inc., a global mining equipment manufacturer headquartered in South Milwaukee, Wisconsin. Mr. Krueger also served as Bucyrus International, Inc.’s Executive Vice President from December 2005 until May 2006. Prior to joining Bucyrus International, Inc., Mr. Krueger was Senior Vice President and Chief Financial Officer of A. O. Smith Corporation, a global manufacturer of water heaters in Milwaukee, Wisconsin, from August 2000 until June 2005. Mr. Krueger’s qualifications to serve on our Board include his leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management team at a global manufacturer of mining equipment. Lisa R. Bacus, 60, has been serving as a director since October 2020. Ms. Bacus served as the Executive Vice President and Global Chief Marketing Officer at Cigna Corporation, a global health care services company, from May 2013 until her retirement in July 2019. Prior to joining Cigna, Ms. Bacus was the Executive Vice President and Chief Marketing Officer at American Family Insurance Group, a property and casualty insurance company. Earlier in her career, Ms. Bacus spent 22 years with Ford Motor Company, where she held a number of executive leadership positions, including Executive Director of Global Market Research and Insights, Executive Director of Global Marketing Strategy, and head of marketing for Ford in Mexico. Ms. Bacus currently serves on the boards of directors of publicly-traded Teradata Corporation and Selective Insurance Group, Inc., as well as the board of privately-held Culver Franchising System, Inc. Ms. Bacus’ qualifications to serve on our Board include her leadership experience at complex global enterprises in multiple industries, her background in marketing, strategic planning and data analytics, as well as her vast multi-cultural and international business experience. In addition to her extensive professional experience, Ms. Bacus contributes to the Board’s diversity.

  6. Executive Summary

    | • | The Compensation Committee established performance goals and target awards under our Annual Incentive Plan, adding earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin as a third performance measure for 2024, as described further below under “Elements of Executive Compensation – Annual Incentive Plan.” |

  7. Executive Summary

    | • | The Compensation Committee made grants of performance share units and time‑vesting restricted stock units under our Amended and Restated 2010 Stock Incentive Plan (“2010 Stock Plan”), modifying the weighting between performance share units and time-vesting restricted stock units, changing the performance periods and payout curve for the performance share units for 2024 compared to those used in 2023 and adding a relative total stockholder return (“TSR”) modifier to the performance share units, as described further below under “Elements of Executive Compensation – Long-Term Incentive Compensation.” |

  8. Executive Summary

    | • | Our shareholders approved a new 2024 Stock Incentive Plan (the “2024 Stock Plan”), which enables us to continue to grant equity awards to our key employees, including our named executive officers, and our non-employee directors. |

  9. Executive Summary

    | • | As previously disclosed, Mr. McCormick retired as our President and Chief Executive Officer effective as of July 8, 2024 (the “Retirement Date”). In connection with his retirement, he entered into a Retirement and Transition Agreement (the “Retirement Agreement”) governing the terms of his transition and retirement, as described further below under “Severance, Change of Control and Other Arrangements With Our Named Executive Officers.” Through his wholly owned consulting entity, he also entered into a Consulting Agreement that governed the terms of consulting services that Mr. McCormick provided to us from the Retirement Date through December 31, 2024, as described further below under “Severance, Change of Control and Other Arrangements With Our Named Executive Officers.” |

  10. Executive Summary

    | • | In connection with Mr. McCormick’s retirement, Mr. Janik, who was serving as Chairman of our Board and who was our former President, Chief Executive Officer and Executive Chairman, was appointed to serve as Executive Chairman from May 16, 2024 through the Retirement Date and as our Interim President and Chief Executive Officer thereafter (returning to serving as non‑executive Chairman of the Board). In connection with Mr. Janik’s assumption of these roles, we entered into a letter agreement with him governing the terms of his compensation (the “Letter Agreement”), as described further below under “Severance, Change of Control and Other Arrangements With Our Named Executive Officers.” |

  11. Executive Summary

    | • | In connection with these transitions, the Compensation Committee determined to grant to Ms. Lauber, the Company’s Executive Vice President, Chief Financial Officer and Secretary, restricted stock units, as described further below under “Long-Term Incentive Compensation – Special Equity Grants in 2024.” |

  12. Executive Summary

    | • | Effective September 17, 2024, Mr. Van Genderen, who was serving as our President, Work Truck Attachments, was appointed as our Chief Operating Officer and received certain compensation changes in connection with the appointment. In connection with his appointment, Mr. Van Genderen’s annual base salary was increased to $420,000 and, effective for awards granted in 2025, his target award level under our long-term incentive plan will become 100% of base salary target award level under the Company’s long-term incentive plan. His target annual incentive plan award for 2024 remained 75% of base salary. |

  13. Executive Summary

    | • | In September 2024, Ms. Evans, who was serving as our Chief Human Resources Officer, provided notice of her intention to retire effective as of January 2, 2025, with her role as an executive officer ending on December 31, 2024. On December 18, 2024, in connection with her retirement, Ms. Evans entered into a Separation Agreement (the “Separation Agreement”) providing for enhanced COBRA benefits, as described further below under “Severance, Change of Control and Other Arrangements With Our Named Executive Officers.” |

  14. Executive Summary

    | • | The key components of our compensation program for our named executive officers for 2024 were base salary, annual cash incentive awards under our Annual Incentive Plan, long‑term incentive awards under our long‑term equity program and other compensation consisting primarily of matching 401(k) contributions, health and welfare benefits, and other perquisites. |

  15. Executive Summary

    | • | We do not provide “single trigger” change of control severance, which means that, for an executive officer to receive severance benefits under an employment agreement, in addition to the change in control there must be some adverse change in the circumstances of the executive officer’s employment. |

  16. Executive Summary

    | • | Our equity compensation plan does not permit repricing of stock options without stockholder approval. |

  17. Executive Summary

    | • | We do not guarantee salary increases or bonuses for our executive officers. |

  18. Role of the Compensation Committee and Management in the Compensation-Setting Process

    | • | approve stock option and other stock incentive awards for executive officers; |

  19. Role of the Compensation Committee and Management in the Compensation-Setting Process

    | • | review and approve employment agreements and severance and change of control arrangements for our executive officers; |

  20. Role of the Compensation Committee and Management in the Compensation-Setting Process

    Our Chief Executive Officer recommends base salaries for our executive officers other than himself to the Compensation Committee for its approval and recommends performance targets under the Annual Incentive Plan for approval by the Compensation Committee, as explained in more detail under the section entitled “Annual Incentive Plan” below. Our Chief Executive Officer also negotiates employment agreements with executive officers, subject to review by the Compensation Committee, and makes recommendations to the Compensation Committee with respect to equity awards for our named executive officers other than himself. All compensation elements for our Chief Executive Officer are reviewed and approved by the Compensation Committee.

  21. Role of Benchmarking in the Compensation-Setting Process

    Role of Benchmarking in the Compensation-Setting Process As described above under “Objectives of our Compensation Programs,” the Compensation Committee’s goal is to offer competitive compensation to our executive officers. To assist it in setting competitive pay levels and other benefits, the Compensation Committee has periodically engaged FW Cook, an independent compensation consultant. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and NYSE listing standards and concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest. At the time it established compensation for our executive officers for 2024, the Compensation Committee had most recently engaged FW Cook in 2022 to conduct a competitive review of compensation and other benefits for our executive officers. For this review, FW Cook considered peer group data from a group of 16 peer companies as well as broader survey data from a national general industry survey. The 16 peer companies were selected for our peer group based on their reasonable comparability to our Company in terms of size, industry and scope of operations. For size‑related screens, the focus was on ensuring that the peer group was appropriate from both revenue and market capitalization perspectives because we believe that these two metrics are most strongly correlated to compensation levels. The peer companies (the “2022 Peer Group”) were the following:

  22. Role of Benchmarking in the Compensation-Setting Process

    | • Alamo Group Inc. | • Hurco Companies, Inc. | | • Astec Industries | • Kadant Corporation | | • CECO Environmental Corp. | • Lindsay Corporation | | • CIRCOR Int’l | • Mayville Engineering Co. | | • Compass Minerals | • Motorcar Parts of America | | • Enerpac Tool Group | • Northwest Pipe Co. | | • ESCO Technologies | • Standex Int’l | | • Federal Signal Corp. | • The Shyft Group |

  23. Role of Benchmarking in the Compensation-Setting Process

    The Compensation Committee considered various factors in setting compensation levels in early 2024 for our then-serving named executive officers, including use of the 2022 Peer Group data. Additionally, the Compensation Committee also considered the individual named executive officer’s qualifications, experience and level of responsibility, internal pay equity considerations and the collective experience of the members of our Board, Compensation Committee and Mr. McCormick (with respect to the compensation of our other named executive officers), their business judgment and their experiences in recruiting and retaining executives. In the second half of 2024, the Compensation Committee worked with FW Cook to identify an updated peer group that would be used in evaluating and setting compensation and other benefits for our executive officers for 2025 and, potentially, future years. The updated peer group consists of 17 peer companies that were selected for our peer group based on their reasonable comparability to our Company in terms of size, industry and scope of operations. For size‑related screens, the focus was on ensuring that the peer group was appropriate from revenue, EBITDA and market capitalization perspectives because we believe that these metrics are most strongly correlated to compensation levels. The updated peer companies (the “2025 Peer Group”) are the following:

  24. Role of Benchmarking in the Compensation-Setting Process

    | • Alamo Group Inc. | • L.B. Foster Company | | • Astec Industries | • Lindsay Corporation | | • CECO Environmental Corp. | • Mayville Engineering Co. | | • Compass Minerals | • Motorcar Parts of America | | • Enerpac Tool Group | • Northwest Pipe Co. | | • ESCO Technologies | • Standex Int’l | | • Federal Signal Corp. | • The Shyft Group | | • Hurco Companies, Inc. | • Twin Disc, Incorporated | | • Kadant Corporation | |

  25. Elements of Executive Compensation

    The amount of base salary that we actually paid to each of our named executive officers in 2024 can be found in the “Salary” column of the Summary Compensation Table below. Annual Incentive Plan Our named executive officers (other than Mr. Janik, as Interim President and Chief Executive Officer), as well as certain other management employees, participate in the Annual Incentive Plan, which provides an opportunity to earn a cash bonus upon achievement of certain performance targets approved by the Compensation Committee. These performance objectives are designed to link management’s focus with overall Company objectives by providing the executive an opportunity to earn additional short‑term compensation. We emphasize variable compensation to provide an opportunity for total annual compensation for our named executive officers to exceed what the Compensation Committee believes, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be the general market level of compensation for similarly situated executives in the event of superior performance. As disclosed above, for 2024, the Compensation Committee decided to add EBITDA margin as an additional performance measure under the Annual Incentive Plan to increase the focus of the Plan measures on cost efficiency, more closely align with ongoing initiatives and decrease volatility in lower revenue years As a result of this change from 2023, the 2024 performance metrics under the Annual Incentive Plan for all of our named executive officers were adjusted operating income, free cash flow and adjusted EBITDA margin, weighted 50%, 30%, and 20% respectively. The payouts for Mr. McCormick, Ms. Lauber, Ms. Evans, and Mr. Van Genderen for 2024 as originally awarded were to be based entirely on our consolidated business results. However, following the end of the year, the Compensation Committee approved a discretionary reduction of Mr. Van Genderen’s payout by 50% to reflect the below-target performance of our Work Truck Attachments segment during 2024 and his role as our President, Work Truck Attachments for a portion of the year prior to his election as our Chief Operating Officer in September 2024. The Compensation Committee approved this reduction based on a request from Mr. Van Genderen. The following discussion of the performance goals and outcomes generally reflects our consolidated business results and corresponding payouts for the named executive officers. The discretionary reduction for Mr. Van Genderen is reflected only in the actual payout percentages disclosed for him in the following discussion and in the Summary Compensation Table below. In 2024, adjusted operating income was weighted 50% under the Annual Incentive Plan. This weighting reflects the Compensation Committee’s belief that any incentive compensation should have a significant link to profitability. Our management is given discretion to recommend the performance metric or metrics that will comprise the remaining 50% of the annual bonus opportunity. This allows our management to select a metric or metrics that reflect the current focus of our business, which are then submitted by the Chief Executive Officer to the Compensation Committee for approval. Management recommended free cash flow and adjusted EBITDA margin for 2024, based on its use of free cash flow as a primary measure of the Company’s profitability and our ability to pay dividends and its view that free cash flow is influenced to a lesser degree by factors below the operating profit level than some other performance measures, and based on its use of adjusted EBITDA margin as a primary measure of the Company’s profitability and our ability to control costs, specifically in years of below average snowfall. As Interim President and Chief Executive Officer, Mr. Janik did not participate in the 2024 Annual Incentive Plan. Mr. McCormick had a target bonus level of 100% of his base salary for 2024. Each other participating named executive officer had a target bonus level of 75% of his or her annual base salary. The target potential payment levels were set based on a review of the 2022 Peer Group companies and were based on what the Compensation Committee believed, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be a competitive level of annual incentive compensation to provide appropriate incentives and retention. The Compensation Committee also established maximum potential payment levels under the Annual Incentive Plan of 200% of annual base salary for Mr. McCormick, and 150% for each other named executive officer, based on a review of 2022 Peer Group company practices. See below for a detailed discussion of our performance metrics and the calculation of payouts for 2024. For the year ending December 31, 2024, we paid out the following bonuses as a percentage of base salary to our participating named executive officers:

  26. Elements of Executive Compensation

    | Name | Total Bonus Paid (as a % of base salary) | | % Bonus Paid Based on Operating Income | % Bonus Paid Based on FCF | % Bonus Paid Based on EBITDA Margin | | Robert L. McCormick(1) | 100 | | 50% | 30% | 20% | | Sarah C. Lauber | 93.5 | | 32.8% | 45.0% | 15.7% | | Linda R. Evans | 93.5 | | 32.8% | 45.0% | 15.7% | | Mark Van Genderen | 46.8 | %(2) | 16.4% | 22.5% | 7.9% |

  27. Elements of Executive Compensation

    | (1) As previously disclosed, pursuant to Mr. McCormick’s Retirement Agreement, he received a bonus of 100% of target. |

  28. Elements of Executive Compensation

    The adjusted operating income metric, as defined in the Annual Incentive Plan, measures the degree by which actual adjusted operating income performance achieves, exceeds or falls short of baseline adjusted operating income. Actual adjusted operating income is defined as earnings before interest, taxes, depreciation and amortization less depreciation, plus other expense, adjusted for non‑recurring expenses, as approved by the Compensation Committee. Baseline adjusted operating income is set annually by the Compensation Committee. For 2024, if actual adjusted operating income fell below 75.8% of baseline adjusted operating income, no adjusted operating income bonus would be earned. If actual adjusted operating income fell between 75.8% and 100% of baseline adjusted operating income, adjusted operating income bonus would be reduced linearly for each 1% reduction in actual adjusted operating income below baseline adjusted operating income. If actual adjusted operating income exceeded baseline adjusted operating income, adjusted operating income bonus would be increased linearly for each 1% increase in actual adjusted operating income above baseline adjusted operating income. For 2024, the Compensation Committee set the baseline adjusted operating income targets under the Annual Incentive Plan based on historical trends and assumptions recommended by management. Specifically, in setting the 2024 baseline targets, we assumed average snowfall, increasing truck sales and a slight improvement in overall economic conditions. For 2024, the baseline adjusted operating income targets and actual adjusted operating income (calculated according to the Annual Incentive Plan as described below) were as follows:

  29. Elements of Executive Compensation

    As a result, based on 2024 performance and the 50% weighting, the payout for the adjusted operating income component of the annual incentive plan was 32.8% of annual base salary for Ms. Lauber, 32.8% of annual base salary for Ms. Evans, and 16.4% of annual base salary for Mr. Van Genderen. The adjusted operating income that we used for purposes of determining the achievement of the adjusted operating income target under the Annual Incentive Plan was different than the actual operating income for our consolidated business as reported in our financial statements. To arrive at the metric used under the Annual Incentive Plan, we adjusted our operating income (as calculated consistent with United States Generally Accepted Accounting Principles, or U.S. GAAP) by adding back, as consistent with prior years, amortization, stock‑based compensation, severance, restructuring charges, impairment charges, CEO transition costs, gain on sale leaseback transaction and related transaction costs, and other legal and consulting expenses. The Compensation Committee approved an adjustment to the calculation of actual operating income for purposes of the Annual Incentive Plan in 2024 to exclude the impact of a sale leaseback transaction in the amount of $1.1 million. The following table sets forth the calculation of the bonus payouts as a percentage of annual base salary based on the adjusted operating income component for our participating named executive officers other than Mr. McCormick (dollars in millions):

  30. Elements of Executive Compensation

    Our free cash flow (“FCF”) is defined as cash generated by operating activities, less net cash used in capital expenditures, adjusted for non‑recurring items, as approved by the Compensation Committee. Target FCF is set annually by the Compensation Committee. Performance is measured by the degree to which FCF achieves, exceeds or falls short of target FCF. Achievement of target FCF results in a bonus as a percentage of base salary equal to bonus target level multiplied by the 30% weighting of the FCF metric. For 2024, achievement of target FCF would result in a bonus 22.5% of base salary. If the target FCF was achieved, then the target FCF bonus would be earned. If FCF was below the threshold goal, then no FCF bonus would be earned. If FCF was higher than target, then the payout increases linearly for increases in FCF above target FCF, subject to the overall Annual Incentive Plan cap of 150% of base salary. The following table sets forth our threshold and target FCF goals and actual FCF performance for 2024:

  31. Elements of Executive Compensation

    The Compensation Committee approved an adjustment to the calculation of actual FCF to exclude the impact of a sale leaseback transaction and related costs totaling $16.7 million. We did not otherwise make any adjustments to 2024 FCF as calculated for purposes of the Annual Incentive Plan relative to FCF as reported in our financial statements. In setting the performance goals under the Annual Incentive Plan, our intention is to provide for challenging and ambitious targets to further our overall goal of increasing stockholder value. Though challenging, we believe the goals are attainable through a collaborative effort by our named executive officers. Our adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales, adjusted for non-recurring items, as approved by the Compensation Committee. Targeted adjusted EBITDA margin is set annually by the Compensation Committee. Performance is measured by the degree to which adjusted EBITDA as margin achieves, exceeds, or falls short of, targeted adjusted EBITDA margin. Achievement of targeted adjusted EBITDA margin will result in a bonus as a percentage of annual base salary equal to the Target Bonus multiplied by the weighting of the adjusted EBITDA margin metric. For 2024 achievement of adjusted EBITDA margin would result in a bonus of 15%. If the target adjusted EBITDA margin was achieved, then the target adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was below the threshold goal, then no adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was higher than target, then the payout increases linearly for increases in adjusted EBITDA margin above target adjusted EBITDA margin, subject to the overall Annual Incentive Plan cap of 150% of base salary.

  32. Elements of Executive Compensation

    The Compensation Committee approved an adjustment to the calculation of actual adjusted EBITDA margin to exclude the impact of a sale leaseback transaction in the amount of 0.2%. We did not otherwise make any adjustments to 2024 adjusted EBITDA margin as calculated for purposes of the Annual Incentive Plan. The Compensation Committee has the right to review and approve payouts made under the Annual Incentive Plan. The Compensation Committee reviewed the results of the Annual Incentive Plan prior to bonus payments after the completion of the audit of our 2024 results. The Compensation Committee has the authority to modify, suspend or terminate the Annual Incentive Plan at any time. Long-Term Incentive Compensation Equity‑Based Compensation Stock Incentive Plans. Prior to our annual meeting of stockholders in April 2024, our equity-based compensation (including the 2024 grants discussed in this Compensation Discussion and Analysis) was granted under our amended and restated 2010 Stock Incentive Plan (our “2010 Stock Plan”). Our stockholders approved the 2024 Stock Plan at our annual meeting of stockholders in April 2024, terminating the 2010 Stock Plan as to any future grants. The 2024 Stock Plan, which is administered by the Compensation Committee, enables us to grant equity awards to our key employees, including our named executive officers, and our non‑employee directors. We adopted this plan because we believe that long-term performance is achieved through an ownership culture that rewards and encourages long-term performance by our named executive officers though the use of stock‑based awards. We plan to make future grants of stock-based awards under the 2024 Stock Plan. Long-Term Equity Program. Under our long-term incentive program, in 2024, we made annual grants of performance share units and time‑vesting restricted stock units to our participating executive officers under our 2010 Stock Plan. Pursuant to his Letter Agreement, as our Interim President and Chief Executive Officer, Mr. Janik received a special one-time restricted stock unit grant with a target value of $865,000 and did not otherwise participate in our long-term incentive program for 2024. The Compensation Committee decided to implement our long‑term incentive program because it believes that long‑term incentives are an essential part of our total compensation package, which is intended to promote ownership, higher performance and ultimately higher stockholder return, and in view of its goal for long‑term compensation of furthering four key objectives:

  33. Elements of Executive Compensation

    | • | Alignment of Interests: Use adjusted earnings per share and return on net assets as the key performance metrics, linking executives’ incentive goals with the interests of our stockholders. |

  34. Elements of Executive Compensation

    In 2024, as in prior years, we granted our participating named executive officers performance share units that will vest based on our achievement of performance goals relating to adjusted earnings per share and return on net assets, each weighted 50%. However, in a change from 2023, performance will be measured separately for each of the calendar years during the 2024-2026 performance period rather than over a single three-year performance period. The Compensation Committee also approved adding a relative TSR modifier to the 2024 performance share units, under which the number of units earned based on earnings per share and return on net assets performance will be increased or decreased by 25% based on our relative TSR performance over the 2024-2026 performance period compared to the S&P Small Cap 600 Industrials. The Compensation Committee made this change to increase the alignment of the named executive officers’ stock-based awards with our relative stock price performance. Consistent with earlier years’ performance share units, the performance share units granted in 2024 will be paid out, if earned, only after the end of the last performance period. The minimum threshold performance for the performance share units granted in 2024, under which the minimum payout will be earned, is 80% of target for each performance metric (an increase from 75% of target for the 2023 grants to reflect the expectation that measuring performance separately for each calendar year in the performance period, rather than over a single three-year performance period, will lead to more predictability in results), and the maximum threshold performance, over which the maximum payout will be earned, is 120% of target for each performance metric (consistent with the 2023 grants). Our Compensation Committee determined the target aggregate value of 2024 stock-based awards for our participating named executive officers with reference to a percentage of the executive officer’s base salary. The Compensation Committee considered 2022 Peer Group company practices in determining the target award levels under the Long-Term Incentive Plan for each named executive officer. The Compensation Committee set the target award values for each named executive officer as follows: Mr. McCormick—276% of base salary (the same as prior year target); Ms. Lauber—135% of base salary (the same as prior year target); Ms. Evans – 75% of base salary (the same as prior year target); and Mr. Van Genderen—75% of base salary (the same as prior year target). The Compensation Committee modified the mix of performance‑vested versus time‑vested stock grants for 2024 to 50% performance share units and 50% time-vesting restricted stock units, rather than, as in 2023, 60% performance share units and 40% time-vesting restricted stock units. The Compensation Committee made this change as part of an effort to manage the lack of controllability in our long-term incentive program attributable to the inherent snowfall-related performance volatility of our business. 2024-26 Performance Share Units. The performance share units granted in 2024 made up 50% of the total long‑term incentive award opportunity for our participating named executive officers. The target number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. The threshold, target and maximum number of performance share units subject to these awards for our named executive officers were as follows:

  35. Elements of Executive Compensation

    The performance goals for the performance share units granted in 2024 relate to adjusted earnings per share (“EPS”), weighted 50%, and return on net assets (“RONA”), weighted 50%, each measured over separate one-year performance periods during 2024-2026. Our EPS is defined as adjusted earnings per share as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Our RONA is defined as net income for the applicable fiscal year divided by the average of net assets on two distinct dates: the first day of the applicable fiscal year and the last day of each of the applicable fiscal year. For purposes of our RONA definition, net income is defined as adjusted net income as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Also, for purposes of our RONA definition, net assets is defined as current assets, excluding cash, plus net fixed assets, less current liabilities, plus the current portion of long-term debt. The first one-year performance period for the performance share units granted in 2024 ended in 2024. The performance goals, actual performance and actual payout for 2024 for the performance share units granted in 2024 were as follows:

  36. Elements of Executive Compensation

    The number of performance share units earned for 2024 performance remains subject to the TSR modifier described above, which is measured over the entire three years from 2024-2026, and therefore could increase or decrease by up to 25%. The performance share units earned will not be paid out until after the completion of the final performance period in 2026. 2022-24 Performance Share Units. The performance period for the performance share units granted in 2022 ended in 2024. The performance goals for the performance share units granted in 2022 were three-year cumulative adjusted EPS, weighted 50%, and three-year cumulative RONA, weighted 50%, EPS and RONA had the same definitions as under our 2024-26 performance share units as described above (but relating to the 2022-24 performance period). Although the plan under which the performance share units were granted permits the Compensation Committee to adjust the actual performance results for other non-recurring expenses, no such adjustments were made for the 2022-24 performance period. The performance goals, actual performance and actual payout for the performance share units granted in 2022 were as follows:

  37. Elements of Executive Compensation

    Time‑Vesting Restricted Stock Units Granted in 2024. The time‑vesting restricted stock units made up the remaining 50% of the total long‑term incentive award opportunity for our named executive officers for 2024 and vest ratably over the three years following the grant date, contingent on continued employment or a qualifying retirement. The number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. Special Equity Grants in 2024. As referenced above, pursuant to his Letter Agreement, in connection with his appointment as Interim President and Chief Executive Officer, Mr. Janik received a special one-time restricted stock unit grant with a target value of $865,000 and did not otherwise participate in our long-term incentive program for 2024. The Compensation Committee determined the amount of Mr. Janik’s award at a level that it believed would provide a meaningful incentive in the context of his appointment of Interim President and Chief Executive Officer. In addition, as previously disclosed, in connection with our President and Chief Executive Officer transition plan, the Compensation Committee determined to grant to Ms. Lauber as a special retention award restricted stock units with a target grant date fair value of $1.0 million, of which two-thirds will vest on December 31, 2025 and one-third will vest on July 1, 2026. The Compensation Committee set the amount of Ms. Lauber’s award at a level that it believed would provide a meaningful retention incentive in the context of our management succession planning. The Compensation Committee also approved a special retention grant consisting of time‑vesting restricted stock units to Mr. Van Genderen in 2024 in the amount of $300,000. The restricted stock units granted to Mr. Van Genderen are generally subject to his continued employment until March 6, 2027, and were granted to provide an additional retention incentive for Mr. Van Genderen. The Compensation Committee set the amount of Mr. Van Genderen’s grant at a level that it believed would provide a meaningful retention incentive in the context of our management succession planning.

  38. Severance, Change of Control and Other Arrangements With Our Named Executive Officers

    Severance, Change of Control and Other Arrangements With Our Named Executive Officers During 2024, we maintained employment agreements with each of our named executive officers other than Mr. Janik, who became a party to the Letter Agreement in connection with his appointment as Interim President and Chief Executive Officer. Under the employment agreements, the named executive officers were eligible for severance benefits upon a qualifying termination. On May 16, 2024, in connection with his election as Executive Chairman and, subsequently, as Interim President and Chief Executive Officer, we entered into the Letter Agreement with Mr. Janik. The Letter Agreement provides Mr. Janik with the following compensation arrangements: (1) a base salary of $750,000; and (2) a one-time restricted stock unit grant with a grant date value equal to $865,000, which will vest one year from the date of grant subject to his continued service as an officer or director as of such date, as reflected in the related restricted stock unit award agreement. The Letter Agreement does not provide for severance benefits upon a termination of employment of any kind. Mr. McCormick’s employment agreement was superseded by his Retirement Agreement. Prior to his entry into the Retirement Agreement, his employment agreement stated that, upon a qualifying termination of employment without cause or resignation due to a material breach of the agreement by us prior to a change of control, he would have been entitled to receive severance equal to the product of one and one-half multiplied by the sum of his annual base salary plus his target annual bonus. If Mr. McCormick’s employment were terminated without cause or he resigned with good reason during the 24 months following a change of control, then he would have been entitled to receive severance equal to the product of two and one-quarter multiplied by the sum of his annual base salary plus his target annual bonus. Mr. McCormick would also have been eligible for continued coverage under the Company’s benefit plans at the active employee rates for up to 18 months following termination of employment. Pursuant to the Retirement Agreement, we agreed to pay Mr. McCormick his current base salary and other accrued benefits owed to him through the Retirement Date and he was entitled to receive his full Annual Incentive Plan award for fiscal 2024 at target. His outstanding equity awards and his deferred compensation were treated in accordance with the retirement provisions of their respective plans and applicable award agreements. If Mr. McCormick elected to receive COBRA continuation coverage, then he was entitled to pay only active employee rates for his COBRA coverage for up to 18 months following the Retirement Date. In addition, under the Retirement Agreement, Mr. McCormick agreed to a general release of any claims in favor of the Company and its affiliates and reaffirmed his existing confidentiality, non-competition, non-solicitation and non-interference obligations. On May 16, 2024, and in connection with Mr. McCormick’s planned transition to a consulting role, our subsidiary, Douglas Dynamics, LLC, and Mr. McCormick’s consulting entity, Glenco International, LLC, entered into a Consulting Agreement that became effective July 9, 2024, which, together with the applicable statement of work, governed consulting services that Mr. McCormick provided to us from the Retirement Date through December 31, 2024. The consulting services included transitional assistance associated with identification, location, replacement or generation of business records and reports necessary for continued operations; the provision of professional counsel and advice with respect to certain business arrangements, provision of professional counsel and advice with respect to litigation and related matters and professional counsel and advice with respect to certain regulatory matters. The monthly fee for the consulting services was $60,083. Each of Ms. Lauber’s, Ms. Evans’s, and Mr. Van Genderen’s employment agreements as in effect during 2024 stated that, upon a qualifying termination of employment without cause or resignation due to a material breach of the agreement by us prior to a change of control, they would be entitled to receive severance equal to the sum of the executive’s annual base salary plus the executive’s target annual bonus. If Ms. Lauber’s, Ms. Evans’s or Mr. Van Genderen’s employment were terminated without cause or as a result of resignation with good reason during the 24 months following the event of a change of control, then they would be entitled to receive severance equal to the product of one and three-quarters multiplied by the sum of their respective annual base salaries plus their respective target bonuses. Ms. Lauber, Ms. Evans, and Mr. Van Genderen would also have been eligible for continued coverage under the Company’s benefit plans at the active employee rates for up to 12 months following termination of employment. In September 2024, as previously disclosed, Ms. Evans provided notice of her intention to retire effective as of January 2, 2025 (the “Separation Date”), with her role as an executive officer ending on December 31, 2024. In connection with her retirement, Ms. Evans entered into a Separation Agreement under which, if Ms. Evans elected to receive COBRA continuation coverage, then she would be entitled to pay only active employee rates for her COBRA coverage for up to 18 months following the Separation Date (instead of the twelve (12) months provided for in the employment agreement described above). In exchange for the additional six (6) months of COBRA continuation coverage, under the Separation Agreement, Ms. Evans agreed to a general release of any claims in favor of us and our affiliates and reaffirmed her existing confidentiality and non-competition obligations. For purposes of the employment agreements, a “change of control” means any time (a) any person, other than certain affiliates, becomes the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities; (b) during any period of two consecutive years, the majority of our Board changes (other than through Board-approved appointments); (c) certain extraordinary transactions involving our company become effective or are consummated; or (d) a sale, transfer or any other disposition (including, without limitation, by way of spin-off, distribution, complete liquidation or dissolution) of all or substantially all of our business or assets to an unrelated third party is consummated. A termination of employment is generally deemed to be for “good reason” under the amended and restated employment agreements if the executive terminates employment following a material reduction in the executive’s base salary, a material adverse change in the executive’s responsibilities or certain required relocations of the executive’s principal place of employment. In addition to the benefits described above, each of our named executive officers would have been entitled, at the discretion of our Board, to receive a pro‑rated portion of his or her annual bonus under the Annual Incentive Plan if his or her employment were terminated for any reason other than a termination by us for cause or resignation other than for a material breach. We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view these benefits as appropriate for the named executive officers who may not be in a position to readily obtain comparable employment within a reasonable period of time. Please refer to the discussion below under “—Potential Payments upon Termination or Change of Control” for further discussion of our severance and change of control arrangements.

  39. Long-Term Incentive Grant Timing

    Long-Term Incentive Grant Timing We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  40. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    Summary Compensation Table for Fiscal Year Ended December 31, 2024

  41. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non‑Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation (5) | Total | | James L. Janik | 2024 | $563,218 | $— | $1,049,970 | $— | $— | $— | $1,613,188 | | Executive Chairman and Interim President and CEO(6) | | | | | | | | | | Robert L. McCormick | 2024 | $390,910 | $— | $1,309,673 | $757,000 | $— | $412,538 | $2,870,121 | | Former President and Chief Executive | 2023 | $757,000 | $— | $1,464,873 | $162,938 | $— | $106,062 | $2,490,873 | | Officer(6) | 2022 | $721,000 | $— | $2,206,968 | $498,211 | $— | $113,560 | $3,539,739 | | Sarah C. Lauber | 2024 | $472,909 | $— | $1,496,852 | $441,823 | $— | $42,559 | $2,454,143 | | Executive Vice President, Chief Financial | 2023 | $472,909 | $— | $448,298 | $76,342 | $— | $30,628 | $1,028,177 | | Officer and Secretary | 2022 | $450,390 | $— | $809,175 | $233,415 | $— | $24,981 | $1,517,961 | | Linda R. Evans | 2024 | $306,642 | $— | $144,406 | $286,486 | $— | $61,649 | $799,183 | | Former Chief Human Resources | 2023 | $306,642 | $— | $161,500 | $49,502 | $— | $60,996 | $578,640 | | Officer(7) | 2022 | $292,040 | $— | $252,596 | $151,350 | $— | $58,874 | $754,860 | | Mark Van Genderen | 2024 | $362,951 | $— | $462,171 | $196,196 | $— | $27,069 | $1,048,387 | | Chief Operating Officer(8) | 2023 | $340,000 | $— | $179,053 | $32,066 | $— | $26,114 | $577,233 |

  42. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (1) Reflects salary amounts actually paid during the year indicated. As required by applicable SEC regulations, for Mr. Janik, the amount includes $93,956 in cash retainers for 2024 for his service as a member of the Board prior to his appointment as Interim President and Chief Executive Officer. |

  43. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (2) Reflects the grant date fair value of stock awards as determined pursuant to Accounting Standards Codification (“ASC”) Topic 718. See Note 13, Stock‑based Compensation in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2024. Because the performance share units granted in 2024 have three separate annual performance periods rather than, as in prior years, a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2024 have a grant date in 2024, and the grant date fair value of the stock awards in the table above therefore reflects only a portion of the performance share units. The amounts shown in the table above relating to the performance share units for 2024, valued at the grant date based upon the probable outcome of the performance goals pursuant to ASC Topic 718, are as follows: Mr. McCormick—$276,560; Ms. Lauber—$84,641; Ms. Evans—$30,510; and Mr. Van Genderen—$33,835. The value of these awards at the grant date assuming that the maximum level of performance conditions would be achieved is as follows: Mr. McCormick—$732,564; Ms. Lauber—$224,185; Ms. Evans—$80,758; and Mr. Van Genderen—$89,589. As required by applicable SEC regulations, for Mr. Janik, the amount includes $101,893 attributable to his equity retainer for 2024 for serving as a member of the Board prior to his appointment as Interim President and Chief Executive Officer. |

  44. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (3) Reflects the actual payouts for the 2024, 2023, and 2022 Annual Incentive Plan, respectively. |

  45. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (4) There were no above market or preferential earnings on nonqualified deferred compensation. |

  46. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (5) Reflects Company contributions to the 401(k) plan, Company contributions to the Douglas Dynamics Nonqualified Deferred Compensation Plan and the cost of Company‑paid insurance premiums and executive physicals, and for Mr. McCormick, consulting services provided through December 31, 2024. See table below. |

  47. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | Name | 401(k) Contribution | Contribution to Deferred Compensation Plan | Company Paid Insurance Premiums | Executive Physicals | Consulting Services | Total All other Compensation | | James L. Janik | __ | __ | __ | — | __ | __ | | Robert L. McCormick | $13,846 | $49,341 | $45,405 | $4,299 | $299,647 | $412,538 | | Sarah C. Lauber | $15,525 | — | $10,877 | $16,157 | __ | $42,559 | | Linda R. Evans | $12,691 | $39,079 | $9,879 | — | __ | $61,649 | | Mark Van Genderen | $15,525 | — | $11,544 | — | __ | $27.069 |

  48. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (6) Mr. McCormick retired as our President and Chief Executive Officer effective as of July 8, 2024 but continued to provide consulting services through December 31, 2024. Mr. Janik, who was serving as Chairman of our Board, was appointed to serve as Executive Chairman from May 16, 2024 through July 8, 2024 and as our Interim President and Chief Executive Officer (and returning to serving as non-executive Chairman of the Board) from July 9, 2024 to Mr. Van Genderen’s appointment as President and Chief Executive Officer on March 3, 2025. Mr. Janik remains as non-executive Chairman of the Board. As required by applicable SEC regulations, Mr. Janik’s compensation for 2024 includes the compensation he received for his service as a member of the Board prior to his appointment as Interim President and Chief Executive Officer. |

  49. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (7) Ms. Evans retired on January 2, 2025. |

  50. Summary Compensation Table for Fiscal Year Ended December 31, 2024

    | (8) Effective September 17, 2024, Mr. Van Genderen, who was serving as our President, Work Truck Attachments, was appointed our Chief Operating Officer. Effective March 3, 2025, Mr. Van Genderen was appointed our President and Chief Executive Officer. |

  51. Outstanding Equity Awards at Year End 2024

    Outstanding Equity Awards at Year End 2024 The following table sets forth for each named executive officer unvested restricted stock and performance share units as of the end of 2024. None of the named executive officers had unexercised stock options as of the end of 2024.

  52. Outstanding Equity Awards at Year End 2024

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | James L. Janik | 37,370(3) | $883,053 | - | - | | Robert L. McCormick | 61,496(4) | $1,453,150 | 72,542 | $1,714,167 | | Sarah C. Lauber | 62,381(5) | $1,474,063 | 23,819 | $562,843 | | Linda R. Evans | 6,804(6) | $160,779 | 8,110 | $191,639 | | Mark Van Genderen | 18,270(7) | $431,720 | 7,819 | $184,763 |

  53. Outstanding Equity Awards at Year End 2024

    | (1) Based on a market value as of December 31, 2024, of $23.63 per share, which was the closing sale price of a share of our common stock on the last trading day of the year. |

  54. Outstanding Equity Awards at Year End 2024

    | (2) The amounts shown in this column are based on the following target or maximum performance share units, as indicated in the narrative following the table: |

  55. Outstanding Equity Awards at Year End 2024

    | Name | Granted in 2022 | Granted February 15, 2023 | Granted March 11, 2024 | | Robert L. McCormick | 26,690 | 32,082 | 13,770 | | Sarah C. Lauber | 9,786 | 9,819 | 4,214 | | Linda R. Evans | 3,055 | 3,537 | 1,518 | | Mark Van Genderen | 2,213 | 3,922 | 1,684 |

  56. Outstanding Equity Awards at Year End 2024

    Actual performance with respect to the performance shares granted in 2022 was trending below target, actual performance with respect to the performance share units granted in 2023 was trending below target, and actual performance with respect to the performance share units granted in 2024 was trending below target. Consistent with the SEC’s disclosure requirements, we have therefore reported in the columns to which this footnote relates the number of shares that would be earned if target performance were achieved for performance share units granted in 2022, the number of shares that would be earned if target performance were achieved for performance share units granted in 2023, and the number of shares that would be earned if target performance were achieved for performance share units granted in 2024. The number of shares, if any, that will be earned and issued under the performance share unit awards granted in 2022 and 2023 is based on cumulative EPS (weighted at 50%) and cumulative RONA (weighted at 50%) over a three-year performance period from 2022-2024, in the case of the 2022 grants, and over a three-year performance period from 2023-2025, in the case of the 2023 grants. The number of shares that will be earned and issued under the performance share unit awards granted in 2024 for which the 2024 performance period has ended will be determined on the basis of our relative TSR performance from 2024-2026. Any shares earned will be issued shortly after end of the performance period.

  57. Outstanding Equity Awards at Year End 2024

    | (3) These shares will vest on May 16, 2025. |

  58. Outstanding Equity Awards at Year End 2024

    | (4) 26,829 shares will vest on March 6, 2025, 20,898 shares will vest on March 6, 2026 and 13,769 shares will vest on March 6, 2027. |

  59. Outstanding Equity Awards at Year End 2024

    | (5) 8,570 shares will vest on March 6, 2025, 28,802 shares will vest on December 31, 2025, 6,395 shares will vest on March 6, 2026, 14,400 shares will vest on July 1, 2026 and 4,214 shares will vest on March 6, 2027. |

  60. Outstanding Equity Awards at Year End 2024

    | (6) 2,982 shares will vest on March 6, 2025, 2,304 shares will vest on March 6, 2026 and 1,518 shares will vest on March 6, 2027. |

  61. Outstanding Equity Awards at Year End 2024

    | (7) 3,045 shares will vest on March 6, 2025, 2,554 shares will vest on March 6, 2026 and 12,671 shares will vest on March 6, 2027. |

  62. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The table below sets forth the number of shares of stock acquired by our named executive officers upon the vesting of equity awards during 2024. There were no option exercises in 2024.

  63. Option Exercises and Stock Vested in Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | James L. Janik | - | - | | Robert L. McCormick | 28,770 | $730,183 | | Sarah C. Lauber | 9,858 | $250,196 | | Linda R. Evans | 3,168 | $80,404 | | Mark Van Genderen | 2,076 | $52,689 |

  64. Option Exercises and Stock Vested in Fiscal 2024

    | (1) Amounts represent the product of the number of shares acquired on vesting and the closing market price of the shares on the vesting date. |

  65. Pension Benefits

    Pension Benefits We did not maintain a defined benefit pension plan during the year ended December 31, 2024.

  66. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The information below describes certain compensation and benefits to which our named executive officers are entitled in the event their employment is terminated under certain circumstances and/or a change of control occurs. See the table at the end of this section for the amount of compensation and benefits that would have become payable under existing plans and contractual arrangements assuming a termination of employment and/or change of control had occurred on December 31, 2024 assuming a market value of our common stock on December 31, 2024, of $23.63 (which was the closing sale price of a share of our common stock on the last trading day of the year) given the named executive officers’ compensation and service levels as of such date. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  67. Change of Control

    Change of Control Restricted Stock and Restricted Stock Units. Under the terms of the 2010 Stock Plan and the 2024 Stock Plan, in the event of a change of control (as defined below), the Compensation Committee or our Board, in its discretion, may, among other alternatives, accelerate the vesting of all of the then‑unvested shares of restricted stock held by each of our named executive officers. Under the terms of the restricted stock unit award agreements, the vesting of then‑unvested restricted stock units that are continued, assumed or substituted in the change of control will not automatically accelerate unless the executive’s employment is terminated other than for serious misconduct or the executive resigns for good reason within 24 months after the change of control. If the restricted stock units are not continued, assumed or substituted, then vesting will be accelerated upon the change of control. Performance Share Units. Under the terms of the 2010 Stock Plan and the 2024 Stock Plan, in the event of a change of control (as defined below), the Compensation Committee or our Board, in its discretion, may, among other alternatives, accelerate the vesting of all of the then‑unvested performance share units held by each of our named executive officers. Under the terms of the performance share unit award agreements, the vesting of then unvested performance share units that are continued, assumed or substituted in the change of control will not automatically accelerate unless the executive’s employment is terminated other than for serious misconduct or the executive resigns for good reason within 24 months after the change of control, but they will be converted into time-vesting restricted stock units at the target level if the change of control occurs within the first year of the performance period or at the actual performance level if the change of control occurs after the first year. If the performance share units are not continued, assumed or substituted in the change of control, the performance share units will become earned and vested (a) assuming target performance if the change of control occurs within the first year of the performance period; or (b) at actual performance through the date of the change of control if the change of control occurs on or after the first year of the performance period. For purposes of the 2010 Stock Plan and the 2024 Stock Plan, a “change of control” means any time (a) any person, other than certain affiliates, becomes the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities; (b) during any period of two consecutive years, the majority of our Board changes (other than through Board‑approved appointments); (c) certain extraordinary transactions involving our Company become effective or are consummated; or (d) a sale, transfer or any other disposition (including, without limitation, by way of spin‑off, distribution, complete liquidation or dissolution) of all or substantially all of our business and/or assets to an unrelated third party is consummated. The table below sets forth the estimated value of the potential payments to each of our currently-serving named executive officers other than Mr. Janik, assuming the executive’s employment had terminated on December 31, 2024 and/or that a change of control had occurred on that date, and assuming that the vesting of all unvested restricted stock, restricted stock unit and performance share unit awards was accelerated upon a change of control. Mr. Janik is omitted from this table because pursuant to his Letter Agreement, as Interim President and Chief Executive Officer, he is not entitled to any severance or other benefits upon his termination from employment for any reason.

  68. Change of Control

    | Name | Termination without cause or resignation for material breach prior to a change of control | Termination due to death | Termination due to disability | Termination due to retirement | Change of control without termination of employment | Change of control and related qualifying termination of employment | | Sarah C. Lauber | | | | | | | | Severance | $853,992 | — | — | — | — | $1,474,686 | | Dependent COBRA Coverage | — | $8,719 | — | — | — | — | | Annual Incentive Plan Bonus | — | $441,823 | $441,823 | — | — | — | | Restricted Stock and Units(1) | — | — | — | — | $1,474,063 | — | | Performance Share Units(1) | — | — | — | — | $356,695 | — | | Linda R. Evans(2) | | | | | | | | Severance | $559,194 | — | — | — | — | $961,663 | | Dependent COBRA Coverage | — | $8,719 | — | — | — | — | | Annual Incentive Plan Bonus | — | $286,486 | $286,486 | — | — | — | | Restricted Stock and Units(1) | — | — | — | — | $160,779 | — | | Performance Share Units(1) | — | — | — | — | $39,817 | — | | Mark Van Genderen | | | | | | | | Severance | $762,069 | — | — | — | — | $1,313,319 | | Dependent COBRA Coverage | — | $8,719 | — | — | — | — | | Annual Incentive Plan Bonus | — | $196,196 | $196,196 | — | — | — | | Restricted Stock and Units(1) | — | — | — | — | $431,720 | — | | Performance Share Units(1) | — | — | — | — | $39,273 | — |

  69. Change of Control

    | (1) Based on a market value as of December 31, 2024, of $23.63 per share, which was the closing sale price of a share of our common stock on the last trading day of 2024. Includes unvested shares of restricted stock or restricted stock units that were unvested as of December 31, 2024. |

  70. Change of Control

    | (2) Ms. Evans retired on January 2, 2025. |

  71. Change of Control

    Mr. McCormick is omitted from the table above because he retired on July 8, 2024 and was no longer serving as an executive officer on December 31, 2024. He continued to provide consulting services until December 31, 2024 and, in connection with his retirement, his equity awards received the retirement treatment described above under “Termination due to Death, Disability or Retirement.” We estimate the value of the continued or accelerated vesting of his equity awards as of December 31, 2024 as $1,809,845.

  72. Pay Ratio

    Pay Ratio As required by Item 402(u) of Regulation S‑K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Janik, our Interim President and Chief Executive Officer. For the year ended December 31, 2024:

  73. Pay Ratio

    | • | the annual total compensation of our median employee was reasonably estimated to be $65,142. |

  74. Pay Ratio

    | • | the annual total compensation of Mr. Janik (calculated as described below) was $1,799,970. |

  75. Pay Ratio

    | • | Based on this information, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employees is estimated to be 27.63 to 1. |

  76. Pay Ratio

    We identified our median employee by examining wages reported in Box 1 on Form W‑2 for all individuals employed by us on December 31, 2024, whether full‑time, part‑time, or on a seasonable basis, except that, in reliance on the “de minimis” exemption, we excluded from our employee population any employee located in China. As of December 31, 2024, we had 10 employees located in China, which constituted less than 5% of our 1,673 total employees. The total number of our U.S. employees on December 31, 2024, irrespective of the de minimis exception, and used for the de minimis calculation, was 1,663, and the total number of our non-U.S. employees on December 31, 2024, irrespective of the de minimis exception was 10. To identify our median employee, we annualized wages for all permanent employees who were hired after January 1, 2024, as permitted by SEC rules. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2024 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. To calculate Mr. Janik’s annual compensation for purposes of the ratio, pursuant to the applicable SEC rules, we annualized his compensation disclosed in the Summary Compensation Table as follows:

  77. Pay Ratio

    | Pay Element from 2024 Summary Compensation Table (“SCT”) | Actual Value from SCT | Value for CEO Pay Ratio Calculation | Rationale | | Salary | $563,218 | $757,000 | We annualized salary to reflect the amount that would have been received for a full year. | | Bonus | - | - | - | | Stock Awards | $1,049,970 | $1,049,970 | We did not annualize the stock awards amount because the grants received by Mr. Janik were not pro rated for a partial year of service. | | Non Equity Incentive Plan Compensation | - | - | - | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | - | - | - | | All Other Compensation | - | - | - | | Total | $1,613,188 | $1,799,970 | Reflects annualization of salary. |

  78. Pay Ratio

    To calculate our ratio, we then divided Mr. Janik’s annual total compensation as determined above by the annual total compensation of our median employee.

  79. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure We are providing the following disclosure comparing our named executive officer (“NEO”) compensation to company performance pursuant to the SEC rules relating to Section 14(i) of the Securities Exchange Act of 1934. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of the SEC’s Regulation S-K.

  80. Pay Versus Performance Disclosure

    | | | | | | | | Value of $100 | | | | | Year (a) | Summary Compensation Table Total for PEO #1 (b) | Compensation Actually Paid to PEO #1 (c) | Summary Compensation Table Total for PEO #2 (b) | Compensation Actually Paid to PEO #2 (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non- PEO NEOs (e) | Total Share - holder Return (f) | Peer Group Total Shareholder Return (g) | Net Income (millions) (h) | Adjusted EBITDA (millions) (i) | | 2024 | $1,613,188 | $1,437,676 | $2,870,121 | $2,234,619 | $1,433,904 | $1,261,384 | $51.12 | $133.66 | $56.2 | $79.3 | | 2023 | - | - | $2,490,873 | $455,862 | $728,017 | $342,675 | $61.16 | $121.49 | $23.7 | $68.1 | | 2022 | - | - | $3,539,739 | $3,351,817 | $1,140,702 | $1,105,461 | $71.66 | $105.56 | $38.6 | $86.8 | | 2021 | - | - | $3,338,813 | $2,876,666 | $1,040,747 | $941,902 | $75.00 | $134.57 | $30.7 | $79.5 | | 2020 | - | - | $2,156,264 | $1,137,567 | $835,452 | $488,272 | $79.80 | $118.36 | $(86.6) | $74.9 |

  81. Pay Versus Performance Disclosure

    | (a) Consistent with prior years’ disclosure, we are disclosing five years of information in this table (2024, 2023, 2022, 2021, 2020). |

  82. Pay Versus Performance Disclosure

    | (b) The principal executive officer (“PEO”) #1 is Mr. Janik for 2024 and the PEO #2 is Mr. McCormick for 2020, 2021, 2022, 2023 and 2024. |

  83. Pay Versus Performance Disclosure

    | (c) Compensation actually paid is adjusted from summary compensation table total compensation for changes in the fair value of outstanding unvested stock during the period plus dividends on unvested stock. See additional detail below. Because the performance share units granted in 2024 have three separate annual performance periods rather than, as in prior years, a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2024 have a grant date in 2024, and the grant date fair value of the stock awards in the summary compensation table therefore reflects only a portion of the performance share units. Likewise, the adjustments for the change in the fair value of the performance share units granted in 2024 to derive compensation actually paid are limited to the first tranche of the grants corresponding to the first performance year in 2024. The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |

  84. Pay Versus Performance Disclosure

    | (d) Includes Ms. Lauber for 2020, 2021, 2022, 2023 and 2024; Ms. Evans for 2021, 2022, 2023 and 2024; Mr. Van Genderen for 2023 and 2024; and Keith Hagelin for 2020, 2021 and 2022. |

  85. Pay Versus Performance Disclosure

    | (e) Average of (d) adjusted for same items as PEO in (c). The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |

  86. Pay Versus Performance Disclosure

    | (f) Assumes $100 invested on market close on December 31, 2019 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  87. Pay Versus Performance Disclosure

    | (g) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000, which comprises the same issuers we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. |

  88. Pay Versus Performance Disclosure

    | (h) Net income pursuant to U.S. GAAP |

  89. Pay Versus Performance Disclosure

    | (i) Represents our company selected measure – Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, pension termination costs, stock based compensation, severance, restructuring charges, impairment charges, CEO transition costs, gain on sale leaseback transaction and related transaction costs, loss on disposal of fixed assets related to facility relocations, litigation proceeds, certain non-cash purchase accounting expenses, impairment charges, expenses related to debt modifications, loss on extinguishment of debt, and incremental costs related to the COVID-19 pandemic. |

  90. Pay Versus Performance Disclosure

    To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

  91. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” for PEO #1 | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(1,049,970) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $0 | | Increase for fair value of awards granted during year that vest during year | $874,458 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $0 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $0 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $0 | | Total Adjustments | $(175,512) |

  92. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” for PEO #2 | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(1,309,673) | $(1,464,873) | $(2,206,968) | $(1,979,253) | $(944,935) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | $0 | $0 | $0 | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $236,532 | $457,053 | $1,509,433 | $815,746 | $118,400 | | Increase for fair value of awards granted during year that vest during year | $966,607 | $639,074 | $511,341 | $717,039 | $363,808 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $(586,869) | $(1,738,610) | $(53,351) | $(132,531) | $(575,748) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $(42,291) | $8,010 | $(13,534) | $59,877 | $0 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | $0 | $0 | $0 | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | $0 | $0 | $0 | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $100,192 | $64,336 | $65,157 | $56,975 | $19,868 | | Total Adjustments | $(635,502) | $(2,035,010) | $(187,922) | $(462,147) | $(1,018,607) |

  93. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(701,143) | $(262,951) | $(520,176) | $(445,224) | $(267,501) | $(196,932) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | $0 | $0 | $0 | $0 | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $608,657 | $172,663 | $433,954 | $280,727 | $152,678 | $263,651 | | Increase for fair value of awards granted during year that vest during year | $35,521 | $23,485 | $57,864 | $58,132 | $29,934 | $25,965 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $(124,143) | $(334,006) | $(17,426) | $(38,913) | $(239,265) | $225,282 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $(18,635) | $4,185 | $(6,204) | $29,330 | $(29,669) | $8,417 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $27,223 | $11,282 | $16,747 | $17,103 | $6,643 | $13,081 | | Total Adjustments | $(172,520) | $(385,342) | $(35,241) | $(98,845) | $(347,180) | $339,464 |

  94. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2024, compensation for our non‑employee directors consisted of the following:

  95. DIRECTOR COMPENSATION

    | • | annual cash retainer fee for all outside directors of $75,000; |

  96. DIRECTOR COMPENSATION

    | • | additional retainer fee of $110,000 in the form of fully vested restricted stock units; |

  97. DIRECTOR COMPENSATION

    | • | additional cash retainer fee for our lead director of $25,000; |

  98. DIRECTOR COMPENSATION

    | • | additional cash retainer fee for our Audit Committee chairman of $15,000; |

  99. DIRECTOR COMPENSATION

    | • | additional cash retainer fee for our Compensation Committee chairman of $12,500; |

  100. DIRECTOR COMPENSATION

    | • | additional cash retainer fee for our Nominating and Corporate Governance Committee chairman of $10,000; and |

  101. DIRECTOR COMPENSATION

    | • | additional cash retainer fee for our chairman of the Board of $75,000. |

  102. DIRECTOR COMPENSATION

    We also reimburse all directors for out‑of‑pocket expenses incurred in connection with attendance at Board and committee meetings. The restricted stock units are granted annually at the first quarter Nominating and Corporate Governance Committee meeting of the year. The restricted stock units and the underlying shares are issued to our outside directors pursuant to our 2024 Stock Plan. The table below sets forth information regarding the compensation of our non-employee directors for 2024. Mr. McCormick, our former President and Chief Executive Officer who retired from the Company and our Board effective as of July 8, 2024, and Mr. Janik, who served as our Interim President and Chief Executive Officer in 2024, received no additional compensation for their service as a director in 2024 while employed as an executive officer of our Company.

  103. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | James L. Janik(2) | - | - | - | | Donald Sturdivant | $100,000 | $101,893 | $201,893 | | Kenneth W. Krueger | $83,448 | $101,893 | $185,341 | | Margaret Dano | $85,000 | $101,893 | $186,893 | | Lisa Rojas Bacus | $87,500 | $101,893 | $189,393 | | Joher Akolawala | $81,552 | $101,893 | $183,445 |

  104. DIRECTOR COMPENSATION

    | (1) Reflects the grant date fair value of restricted stock unit awards as determined pursuant to ASC Topic 718. See Note 13 Stock‑Based Compensation, in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2024. Each outside director received 4,142 restricted stock units. |

  105. DIRECTOR COMPENSATION

    | (2) As required by applicable SEC regulations, compensation of $93,956 paid to Mr. Janik in 2024 for his service as a director is reflected in the “Summary Compensation Table” above, and is not included as director compensation in this “Director Compensation” table. |