DEF 14A of Napco Security Technologies, Inc
Filed Oct 30, 2023 · FY20230001558370-23-017010
Item 1: Election of Directors
Item 1: Election of Directors The Board of Directors is divided into three classes. At the upcoming Annual Meeting, one class will stand for election for the term ending at the Annual Meeting of Stockholders following Fiscal Year 2026. The terms of the other two classes of continuing directors expire at the Annual Meetings of Stockholders after fiscal year end 2024 and 2025, respectively. Unless otherwise specified, shares represented by the enclosed proxy will be voted for the election of Andrew J. Wilder and Robert A. Ungar, currently directors, who have been recommended for nomination by the Nominating Committee of the Board of Directors and nominated by the Board of Directors for reelection as a director to serve until the Annual Meeting of Stockholders after fiscal year end 2026 and until his successor is elected and qualified. Each of Messrs. Wilder and Ungar, has consented to serve if reelected. In the event that any nominee becomes unable or unwilling to serve as a director, discretionary authority may be exercised by the proxies to vote for the election of an alternate nominee of the Board of Directors.
Item 1: Election of Directors
| The names of, and certain information concerning, the nominees and the continuing directors are set forth below. Also set forth below is a description of the experience, qualifications, attributes or skills that caused the Nominating Committee and Board of Directors to determine that the person should serve as one of our directors. | | | | Name and Age | Principal Occupation | Director Since | | Nominees for Director to serve until Annual Meeting of Stockholders following Fiscal Year 2026: | | | | Andrew J. Wilder (72) | Certified Public Accountant. Partner of GR Reid Associates LLP, independent certified public accountants. Mr. Wilder serves as the Audit Committee Chairman, on the Compensation Committee and on the Nominating Committee. | 1995 | | Robert A. Ungar (67) | President of Robert A. Ungar Associates, Inc., lobbying, media and public relations services in public-sector areas including fire service, EMS and Public Safety. Mr. Ungar serves as the Nominating Committee Chairman, and on the Audit Committee. | 2020 | | Continuing Directors to serve until Annual Meeting of Stockholders following Fiscal Year 2024: | | | | Paul Stephen Beeber (78) | Licensed Attorney in New York State. Mr. Beeber serves as the Compensation Committee Chairman, as well as on the Audit Committee. | 2004 | | Rick Lazio (65) | Licensed Attorney. Senior Vice President of alliantgroup, LP since 2011, an international provider of specialty tax consulting services. Since 2019, Senior Vice President of Alliant Cybersecurity, a subsidiary of alliantgroup LP, that provides advisory services to businesses to protect against cyberattacks. Since 2012, Special Counsel to Jones Walker, LLP, a law firm of nearly 400 attorneys with offices throughout the United States. Former member of the United States House of Representatives from New York. Mr. Lazio serves on both the Compensation Committee and the Nominating Committee. | 2020 |
Item 1: Election of Directors
| Donna A. Soloway (75) | Ms. Soloway has been a columnist for several security industry publications since 1992 including Security Dealer and Security Distribution and Marketing (SDM). She also has served on the Board of Directors for the Security Industry Association (SIA) and several of its committees including the Show Planning Committee, the Awards Committee and the SAINTS Committee (Safety, Awareness and Independence through Security). She is also a Board member of the Alliance of the Guardian Angels, an international organization of crime prevention. Ms. Soloway is the wife of Richard L. Soloway, the Chairman, CEO and President of the Company. | 2001 | | Continuing Directors to serve until Annual Meeting of Stockholders following Fiscal Year 2025: | | | | Richard L. Soloway (77) | Chairman of the Board of Directors, CEO, President and Secretary of the Company. | 1972 | | Kevin S. Buchel (70) | Executive Vice President of Operations, CFO, and Treasurer of the Company. | 1998 | | David Paterson (69) | Former Governor of New York, David Alexander Paterson, earned his B.A. in History from Columbia University and his J.D. from Hofstra Law School. In 2002, Mr. Paterson was elected as Minority Leader of the New York State Senate, becoming the first African-American and blind legislative leader in the state’s history. Mr. Paterson is also Senior Vice President and Senior Advisor to Las Vegas Sands Corp. Mr. Paterson serves on the Nominating Committee. | 2023 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MESSRS. Wilder and Lazio
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MESSRS. Wilder and Lazio
Nominees
Nominees Mr. Wilder has been a partner of GR Reid Associates, LLP and its predecessor firm, independent certified public accountants, since 1990. The Company believes Mr. Wilder’s qualifications to serve as a director include extensive experience in finance and financial reporting and his corporate governance experience. Our Board of Directors has determined that Mr. Wilder is an audit committee financial expert. Mr. Ungar is the President of Robert A. Ungar Associates, Inc., Lobbying, Media and Public Relations Services. The Company believes that Mr. Ungar’s qualifications to serve as a director include his diverse experience as an entrepreneur, his experience with various government departments, his experience as a lawyer, as well as his experience with the fire service industry.
Continuing Directors
Continuing Directors Mr. Beeber has been a Licensed Attorney in New York State since 1970, focusing on elder law, estate planning and real estate. The Company believes Mr. Beeber provides practical and legal guidance, insight and perspective with regard to the operations and strategies of the Company and has a deep understanding of the Company. Mr. Lazio is a licensed attorney. From 2011 to the present, Mr. Lazio has been a Senior Vice President of alliantgroup, LP, an international provider of specialty tax consulting services. He has also served since January 2019 as Senior Vice President of Alliant Cybersecurity, a subsidiary of alliantgroup LP, which provides advisory services to protect businesses from the risks associated with cyberattacks. Mr. Lazio has also been Special Counsel to Jones Walker, LLP, a law firm with nearly 400 attorneys in 20 offices throughout the United States. The Company believes that Mr. Lazio’s qualifications to serve as a director include his diverse background including his eight years in the US House of Representatives, where he served on the Budget, Banking and Commerce Committees. In addition, Mr. Lazio, as the Senior VP of alliantgroup LLP, provides expertise in specialty tax consulting as well as consulting with regard to Cybersecurity. Ms. Soloway has been a columnist for several security industry publications since 1992 including Security Dealer and Security Distribution and Marketing (SDM). She also has served on the Board of Directors for the Security Industry Association (SIA) and several of its committees including the Show Planning Committee, the Awards Committee and the SAINTS Committee (Safety, Awareness and Independent through Security). She is currently a board member of Lifeline as well as the Alliance of the Guardian Angels. The Company believes Ms. Soloway brings significant experience and knowledge of the security industry, specifically in the areas of customer relations, marketing and sales management. Mr. Soloway has been the Company’s Chairman of the Board of Directors since October 1981, President and CEO since 1998, and Secretary since 1975. The Company believes Mr. Soloway’s qualifications to serve as a director include his over forty years’ experience in the security industry and his broad knowledge and understanding of the Company and its operations derived from his fifty-year tenure with the Company and twenty-five year service as its President and CEO. Mr. Buchel has been Executive Vice President of Operations since October 2021, Senior Vice President of Operations and Finance from April 1995 to October 2021, CFO since April 1995 and Treasurer since May 1998. The Company believes Mr. Buchel’s qualifications to serve as a director include his understanding of the Company and its operations derived from twenty-eight years as our CFO and Senior Vice President of Operations and Finance, two years as Executive Vice President and twenty-five years as Treasurer. Mr. Paterson is a Senior Vice President and Senior Advisor to Las Vegas Sands Corp. Prior to becoming New York State’s 55th governor in March 2008, Mr. Paterson began his political career when he was elected to represent Harlem in 1985 at the age of 31, making him the third youngest state senator in New York’s history. In 2002, he was elected as Minority Leader of the New York State Senate, becoming the first African-American and blind legislative leader in the state’s history. The Company believes Mr. Paterson’s qualifications to serve as a director include his diverse background including his political career serving as both in the state senate and as the Governor of New York.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The total fiscal year 2023 compensation of non-employee Directors is shown in the following table.
Director Compensation
Director Compensation
Director Compensation
| | Fees Earned or | Option | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | | Paul Stephen Beeber | $60,000 | $66,800 | — | $126,800 | | Rick Lazio | $60,000 | $66,800 | — | $126,800 | | David Paterson | $20,000 | $78,050 | — | $98,050 | | Donna A. Soloway | $54,000 | $66,800 | — | $120,800 | | Robert A. Ungar | $60,000 | $66,800 | — | $126,800 | | Andrew J. Wilder | $66,000 | $66,800 | — | $132,800 |
Director Compensation
| (1) Each director who is not an employee receives a fee for each Board of Directors meeting. Mr. Wilder, as Chairman of the Audit Committee, receives $11,000 for each meeting. Ms. Soloway is not a member of any committee and receives $9,000 for each meeting. All other directors, as members of the various committees, receive $10,000 for each meeting. |
Director Compensation
| (2) Amounts reflect the share-based compensation expense recognized by the Company in the year ended June 30, 2023, in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 8 to the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the year ended June 30, 2023. |
Director Compensation
At June 30, 2023, each of Ms. Soloway and Mr. Wilder held outstanding options to purchase 42,100 shares of Common Stock of the Company, of which 29,000 were vested at June 30, 2023; Mr. Beeber held outstanding options to purchase 15,100 shares of Common Stock of the Company, of which 2,000 were vested at June 30, 2023; Mr. Ungar held outstanding options to purchase 23,000 shares of common stock of which 11,400 were vested; Mr. Paterson held outstanding options to purchase 5,000 shares of common stock of which 1,000 were vested; and Mr. Lazio held outstanding options to purchase 25,000 shares of common stock of which 11,000 were vested.
The Use of Compensation Survey Data and Peer Companies
The Use of Compensation Survey Data and Peer Companies During FY 2023, the Compensation Committee did not conduct any formal competitive pay benchmarking. Instead, the competitiveness of the pay offered to the executive officer was based on existing employment agreements and compensation packages, the recommendations of the Chief Executive Officer, and the business experience of members of the Compensation Committee.
Components of the Executive Compensation Program-Description of Elements and Evaluation Process
| ● | Annual incentives |
Components of the Executive Compensation Program-Description of Elements and Evaluation Process
| ● | Long-term incentives in the form of stock options awards |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | Option | | | | Name and | Fiscal | Salary | Bonus(1) | Awards(2) | All Other | Total | | Principal Position | Year | ($) | ($) | ($) | Compensation ($) | ($) | | Richard L. Soloway, (3) | 2023 | 904,778 | 226,395 | 133,600 | 74,435 | 1,339,208 | | Chairman of the Board of | 2022 | 853,223 | 453,390 | 990,960 | 62,378 | 2,359,952 | | Directors, CEO, President | 2021 | 821,646 | 357,000 | — | 64,379 | 1,243,026 | | and Secretary | | | | | | | | Kevin S. Buchel, (4) | 2023 | 489,174 | 79,375 | 133,600 | 18,029 | 720,178 | | Executive Vice President of | 2022 | 461,410 | 158,750 | 990,960 | 15,460 | 1,626,580 | | Operations (since 2021), CFO and Treasurer | 2021 | 448,237 | 125,000 | — | 14,945 | 588,182 | | Michael Carrieri, (4) | 2023 | 380,200 | 158,750 | 133,600 | 14,393 | 686,943 | | Senior Vice President of | 2022 | 356,230 | 158,750 | 495,480 | 13,101 | 1,023,561 | | Engineering Development | 2021 | 341,502 | 125,000 | — | 11,145 | 477,647 | | Stephen Spinelli, (4) | 2023 | 278,242 | 50,000 | 66,800 | 4,870 | 399,912 | | Senior Vice President of Sales (since 2020) | 2022 | 260,001 | 125,000 | — | 3,613 | 388,614 | | | 2021 | 250,962 | 25,000 | 326,047 | 590 | 602,599 |
Summary Compensation Table
| (1) Bonuses reflects discretionary bonuses awarded to each officer following the fiscal year as determined by the Compensation Committee. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of all option awards granted during the fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 9 to the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the year ended June 30, 2023. Options listed for fiscal 2023 were granted in August 2022 in connection with Compensation Committee’s review for fiscal 2022 |
Summary Compensation Table
| (3) All other compensation for Mr. Soloway for fiscal 2023 included payment of health and life insurance premiums of $39,155, automobile expenses of $28,405 and Company discretionary matching contributions of $6,875. All other compensation for Mr. Soloway for fiscal 2022 included payment of health and life insurance premiums of $36,168, automobile expenses of $21,644 and Company discretionary matching contributions of $4,588. All other compensation for Mr. Soloway for fiscal 2021 includes payment of health and life insurance premiums of $35,148, automobile expenses of $25,569 and Company discretionary matching contributions of $3,663. |
Summary Compensation Table
| (4) All other compensation for Messrs. Buchel, Carrieri and Spinelli includes payment of life insurance premiums, automobile expenses and the Company’s 401(k) discretionary matching contributions. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End Option Awards
Outstanding Equity Awards at Fiscal Year-End
| | | Number of | | | | | Number of | Securities | | | | | Securities Underlying | Underlying | Option | | | | Unexercised Options | Unexercised Options | Exercise | Option | | | (#) | (#) | Price | Expiration | | Name | Exercisable | Un-exercisable | ($) | Date | | Richard L. Soloway | 2,000 | 8,000(1) | 26.94 | 8/24/2032 | | | 40,000 | 60,000(3) | 22.495 | 10/18/2031 | | | 12,800 | 3,200(7) | 16.795 | 10/27/2029 | | | 16,000 | — | 8.08 | 10/1/2028 | | | 6,000 | — | 4.813 | 12/14/2027 | | Kevin S. Buchel | 2,000 | 8,000(1) | 26.94 | 8/24/2032 | | | 40,000 | 60,000(3) | 22.50 | 10/18/2031 | | | — | 4,000(6) | 11.68 | 2/11/2030 | | | — | 1,600(8) | 15.27 | 10/27/2029 | | Michael Carrieri | 2,000 | 8,000(1) | 26.94 | 8/24/2032 | | | 20,000 | 30,000(4) | 22.50 | 10/18/2031 | | | — | 1,600(8) | 15.27 | 10/27/2029 | | Stephen Spinelli | 1,000 | 4,000(2) | 26.94 | 8/24/2032 | | | 35,928 | 23,952(5) | 10.02 | 4/29/1930 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Options as to 2,000 shares vest on August 25 in each of 2023, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Options as to 1,000 shares vest on August 25 in each of 2023, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Options as to 20,000 shares vest on October 19 in each of 2023, 2024 and 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Options as to 10,000 shares vest on October 19 in each of 2023, 2024 and 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Options as to 11,976 shares vest on April 30 in each of 2024 and 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Options as to 4,000 shares vest on February 12, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Options as to 3,200 shares vest on October 28, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Options as to 1,600 shares vest on October 28, 2023. |
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control The Company has an employment agreement with each of Richard L. Soloway and Michael Carrieri. The agreement with Mr. Soloway, entered into on June 26, 2003, is for a five-year period, and then year to year unless notice of termination is given at least six months prior to the end of the then applicable term. The Agreement provides for a minimum annual salary to be adjusted for inflation and discretionary annual incentive compensation. Mr. Soloway’s agreement contains non-compete restrictions during his employment and for one year after termination for any reason. The agreement also provides for termination payments to Mr. Soloway upon death, disability, termination by the Company other than for Cause, as defined, termination by Mr. Soloway for Good Reason, as defined, and termination by Mr. Soloway within twelve months of a change in control. In the event of death, the termination payment equals one year’s salary payable over one year plus a bonus calculated on a pro rata basis through the end of the fiscal quarter immediately preceding death. In the event of disability, the Company must pay Mr. Soloway an amount equal to 60% of his annual salary through the term of the agreement plus his bonus on a pro rata basis through the end of the fiscal quarter preceding the sixth month of his disability. In the event the Company terminates Mr. Soloway other than for Cause or if Mr. Soloway terminates for Good Reason, the Company must pay Mr. Soloway, in a lump sum, an amount equal to three times his annual salary plus the bonus paid to him for the year prior to his termination. If during the term there should be a change in control, then Mr. Soloway is entitled to terminate his employment, and the Company is required to pay him, an amount equal to 299% of the average of the prior five calendar years’ total compensation, subject to certain limitations. The Company’s option plans provide for the accelerated vesting of unvested options upon a change in control. Under such agreement, had Mr. Soloway’s employment terminated on June 30, 2023 on account of (i) death, (ii) disability or (iii) by the Company other than for Cause, or by Mr. Soloway for Good Reason, the Company would have been required to pay him $1,131,173, $542,867 and $3,393,518 respectively. Had Mr. Soloway’s employment terminated on June 30, 2023 after a change of control, the Company would have been required to pay him $4,383,999 pursuant to his employment agreement. In addition, assuming a change of control on June 30, 2023, vesting of options to purchase 71,200 shares of Common Stock of the Company would have been accelerated. The value of such accelerated options would have been $848,116 based upon the closing price per share of $34.65 of the Company’s Common Stock on the NASDAQ Global Market on June 30, 2023. Mr. Carrieri’s agreement, as amended, terminates in August 2024 and provides for an annual salary of $361,000. Mr. Carrieri’s agreement, as amended, provides for payment equal to nine months of salary and six months of health insurance in the event of a non-voluntary termination of employment without cause or for any reason within three months of a change in control of the Company. Had either of such events occurred on June 30, 2023, the Company would have been required to pay him $285,150. In addition, the Company has a severance agreement with Kevin S. Buchel providing for payments equal to nine months of salary and six months of health insurance in the event of a non-voluntary termination of employment without cause or for any reason upon a change of control of the Company. Had Mr. Buchel’s employment been terminated on June 30, 2023 non-voluntarily without cause, the Company would have been required to pay him $363,653 pursuant to such severance agreement. In the event of a change of control on June 30, 2023, vesting of options to purchase 73,600 and 39,600 shares of Common Stock of the Company would have accelerated for Messrs. Buchel and Carrieri, respectively. The value of such accelerated options would have been $913,888 and $457,338 for Messrs. Buchel and Carrieri, respectively, based on a closing price of $34.65 per share of the Company’s Common Stock on the NASDAQ Global Market on June 30, 2023. Each of the agreements with Mr. Carrieri and Mr. Buchel contains non-compete restrictions for three years after the employee’s termination of employment.
CEO Pay Ratio - 2023
CEO Pay Ratio - 2023 The 2023 annual total compensation of our CEO was $1,339,208, the 2023 annual total compensation of our median compensated employee (76% of whom are employed at the Company’s factory in the Dominican Republic) was $4,328 and the ratio of these amounts is 309 to 1. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in fiscal 2023. We applied this measure to our global employee population as of June 30, 2023, the last day of our 2023 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year. The global employee population utilized to identify the median employee used in the calculation includes the Company’s factory employees in the Dominican Republic, which make up a 76% of employees of the Company and typically have substantially lower compensation than those employees located in the United States.
Pay versus Performance
Pay versus Performance The following table reports the compensation of our CEO and the average compensation of the other Named Executive Officers (non-CEO NEOs) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
Pay versus Performance
| | | | | | Value of Initial Fixed $100 | | | | | | | | | Average | Average | Investments Based on: | | | | | | | | | Summary | Compensation | | | | | | | | Summary | | Compensation | "Actually | Company | Peer Group | | | | | | Compensation | Compensation | Table Total | Paid" to | Total | Total | Net Income | Net | Adjusted | | Fiscal | Table Total for | "Actually Paid" | for Non-CEO | Non-CEO | Shareholder | Shareholder | ($ in | Revenues | EBITDA* | | Year (1) | CEO(2) ($) | to CEO(3) ($) | NEOs(2) ($) | NEOs(3) ($) | Return(4) ($) | Return(4) ($) | thousands)(5) | ($ in thousands)(6) | ($ in thousands)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | 1,339,208 | 2,488,616 | 602,344 | 1,140,988 | 298.22 | 137.07 | 27,127 | 169,997 | 34,295 | | 2022 | 2,359,952 | 2,544,060 | 1,012,918 | 1,073,660 | 176.03 | 109.64 | 19,599 | 143,593 | 22,626 | | 2021 | 1,243,026 | 1,324,206 | 556,143 | 667,086 | 155.41 | 144.19 | 15,413 | 114,035 | 20,063 |
Pay versus Performance
| (1) The CEO and non-CEO NEOs for each year reported were as follows: Richard Soloway (PEO); Kevin Buchel, Michael Carrieri and Stephen Spinelli (Non-CEO NEO’s) |
Pay versus Performance
| (2) The 2023 Summary Compensation Table totals reflected are as reported for the CEO and the average of the non-CEO NEOs for each of the fiscal years ended June 30, 2023, 2022, and 2021. |
Pay versus Performance
| (3) Compensation Actually Paid: The dollar amounts reported in columns (c) and (e) represent the amount of compensation “actually paid” to the CEO and the average amount of compensation “actually paid” to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The following table details the applicable adjustments that were made to the CEO’s and the Non-CEO NEOs’ total compensation for each year to determine the compensation “actually paid” (all amounts are averages for the Non-CEO NEOs other than the CEO). |
Pay versus Performance
| | | | Option Award Adjustments | | | | | | Reported | | Stock Option | | | | | Summary | Stock Option | Awards Added to | Total | | | | Compensation | Awards | Compensation | Compensation | | Fiscal | | Table (SCT) | Deducted from | "Actually Paid" | "Actually | | Year (1) | Executives | Total ($) | SCT Totals ($) | ($) | Paid" ($) | | | | (a) | (b) | (c) | (d) | | 2023 | CEO | 1,339,208 | (133,600) | 1,283,008 | 2,488,616 | | | Non-CEO NEOs | 602,344 | (111,333) | 649,977 | 1,140,988 | | 2022 | CEO | 2,359,952 | (1,082,600) | 1,266,708 | 2,544,060 | | | Non-CEO NEOs | 1,012,918 | (532,017) | 592,759 | 1,073,660 | | 2021 | CEO | 1,243,026 | — | 81,180 | 1,324,206 | | | Non-CEO NEOs | 556,143 | (108,682) | 219,626 | 667,086 |
Pay versus Performance
| (4) The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is determined based on the value of an initial fixed investment of $100 on June 30, 2020. The Peer Group TSR represents TSR of the Nasdaq Composite Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. |
Pay versus Performance
| (5) Represents, in thousands, the amount of net income, reflected in the Company’s audited financial statements for the year indicated. |
Pay versus Performance
| (6) The Company has identified Net Revenues and Adjusted EBITDA* as our company-selected measure, as it represents the most important financial measure used to link compensation actually paid to the CEO and the non-CEO NEOs in 2023 to the Company’s performance. We define Adjusted EBITDA as GAAP net income plus income tax expense, net interest expense, non-cash stock-based expense, non-recurring legal expense, other non-recurring income and depreciation and amortization expense. Non-GAAP operating income does not include amortization of intangibles or stock-based compensation expense. |
Pay versus Performance
Relationship Between Pay and Performance: Compensation Actually Paid versus Company Performance The Relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the tables above is shown in the tables below.