Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure
Pure in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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.

 

                                                       

Year (a)

 

Summary

Compensation

Table Total

for PEO (b)

   

Compensation

Actually Paid

to PEO (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)

 

2023

  $ 2,490,873     $ 455,862     $ 728,017     $ 342,675     $ 95.58     $ 150.31     $ 23.7     $ 68.1  

2022

  $ 3,539,739     $ 3,351,817     $ 1,140,702     $ 1,105,461     $ 112.00     $ 130.60     $ 38.6     $ 86.8  

2021

  $ 3,338,813     $ 2,876,666     $ 1,040,747     $ 941,902     $ 117.22     $ 166.50     $ 30.7     $ 79.5  

2020

  $ 2,156,264     $ 1,137,567     $ 835,452     $ 488,272     $ 124.71     $ 146.44     $ (86.6 )   $ 74.9  

2019

  $ 1,987,820     $ 2,516,827     $ 836,889     $ 1,176,353     $ 156.28     $ 123.72     $ 49.2     $ 108.1  

 

(a)

Although the SEC’s rules require the disclosure to cover only the four most recent fiscal years in this second year of the new requirements, we are voluntarily disclosing five years (2023, 2022, 2021, 2020, and 2019).

 

 

(b)

The principal executive officer (“PEO”) is Mr. McCormick for 2019, 2020, 2021, 2022, and 2023.

 

(c)

Compensation actually paid is adjusted from summary compensation table total compensation for changes in fair value of outstanding unvested stock during period plus dividends on unvested stock. See additional detail below. 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.

 

(d)

Includes Ms. Lauber for 2019, 2020, 2021, 2022 and 2023; Ms. Evans for 2021, 2022 and 2023; Mr. Van Genderen for 2023; and Keith Hagelin for 2019, 2020, 2021 and 2022.

 

(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.

 

(f)

Assumes $100 invested on market close on December 31, 2018 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.

 

(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.

 

(h)

Net income pursuant to U.S. GAAP

 

(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, 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.

 

 

       
PEO Total Compensation Amount $ 2,490,873 $ 3,539,739 $ 3,338,813 $ 2,156,264 $ 1,987,820
PEO Actually Paid Compensation Amount $ 455,862 3,351,817 2,876,666 1,137,567 2,516,827
Adjustment To PEO Compensation, Footnote

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

 

Adjustments to Determine Compensation Actually Paid for PEO

 

2023

   

2022

   

2021

   

2020

   

2019

 

Deduction for amounts reported under the “Stock Awards” column in the SCT

  $ (1,464,873 )   $ (2,206,968 )   $ (1,979,253 )   $ (944,935 )   $ (779,720 )

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

  $ 457,053     $ 1,509,433     $ 815,746     $ 118,400     $ 742,399  

Increase for fair value of awards granted during year that vest during year

  $ 639,074     $ 511,341     $ 717,039     $ 363,808     $ 320,906  

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

  $ (1,738,610 )   $ (53,351 )   $ (132,531 )   $ (575,748 )   $ 225,441  

Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year

  $ 8,010     $ (13,534 )   $ 59,877     $ 0     $ 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

  $ 64,336     $ 65,157     $ 56,975     $ 19,868     $ 19,981  

Total Adjustments

  $ (2,035,010 )   $ (187,922 )   $ (462,147 )   $ (1,018,607 )   $ 529,007  

 

       
Non-PEO NEO Average Total Compensation Amount $ 728,017 1,140,702 1,040,747 835,452 836,889
Non-PEO NEO Average Compensation Actually Paid Amount $ 342,675 1,105,461 941,902 488,272 1,176,353
Adjustment to Non-PEO NEO Compensation Footnote

Adjustments to Determine Compensation Actually Paid for Non-PEO NEOs

 

2023

   

2022

   

2021

   

2020

   

2019

 

Deduction for amounts reported under the “Stock Awards” column in the SCT

  $ (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  

Increase for fair value of awards granted during year that remain unvested as of year end

  $ 172,663     $ 433,954     $ 280,727     $ 152,678     $ 263,651  

Increase for fair value of awards granted during year that vest during year

  $ 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

  $ (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

  $ 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  

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

  $ 11,282     $ 16,747     $ 17,103     $ 6,643     $ 13,081  

Total Adjustments

  $ (385,342 )   $ (35,241 )   $ (98,845 )   $ (347,180 )   $ 339,464  

 

 

       
Compensation Actually Paid vs. Total Shareholder Return

Graphical Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

 

The following graphics provide a description of the relationships between CAP and certain financial performance measures.

 

peocap.jpg

 

 

neocaptsr.jpg

 

 

       
Compensation Actually Paid vs. Net Income
peocapni.jpg

 

 

neocapni.jpg
 
 
       
Compensation Actually Paid vs. Company Selected Measure
peocapebitda.jpg

 

 

neocapebitd.jpg
 

 

       
Tabular List, Table

Required Tabular Disclosure of Most Important Measures to Determine 2023 CAP

 

The four performance measures listed below represent the most important financial performance measures used to link CAP for 2023 as further described in our Compensation Discussion and Analysis.

 

 

Most Important Performance Measures

Adjusted EBITDA

FCF

Adjusted EPS

RONA

 

 

       
Total Shareholder Return Amount $ 95.58 112 117.22 124.71 156.28
Peer Group Total Shareholder Return Amount 150.31 130.6 166.5 146.44 123.72
Net Income (Loss) $ 23,700,000 $ 38,600,000 $ 30,700,000 $ (86,600,000) $ 49,200,000
Company Selected Measure Amount 68.1 86.8 79.5 74.9 108.1
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 2          
Pay vs Performance Disclosure          
Name FCF        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EPS        
Measure:: 4          
Pay vs Performance Disclosure          
Name RONA        
PEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,464,873) $ (2,206,968) $ (1,979,253) $ (944,935) $ (779,720)
PEO Deduction For Amounts Reported Under The Option Awards Columns In The SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO Increase For Fair Value Of Awards Granted During Year That Remain Unvested As Of Year End [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 457,053 1,509,433 815,746 118,400 742,399
PEO Increase For Fair Value Of Awards Granted During Year That Vest During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 639,074 511,341 717,039 363,808 320,906
PEO Increase Deduction For Change In Fair Value From Prior Year-End Current Year-End Of Awards Granted Prior To Year That Were Outstanding And Unvested As Of Year-End [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,738,610) (53,351) (132,531) (575,748) 225,441
PEO Increase Deduction For Change In Fair Value From Prior Year-End To Vesting Date Of Awards Granted Prior To Year Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,010 (13,534) 59,877 0 0
PEO Deduction Of Fair Value Of Awards Granted Prior To Year That were Forfeited During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO Increase Based Upon Incremental Fair Value Of Awards Modified During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO Increase Based On Dividends Or Other Earnings Paid During Year Prior To Vesting Date Of Award [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 64,336 65,157 56,975 19,868 19,981
PEO Total Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,035,010) (187,922) (462,147) (1,018,607) 529,007
NEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (262,951) (520,176) (445,224) (267,501) (196,932)
NEO Deduction For Amounts Reported Under The Option Awards Column In The SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
NEO Increase For Fair Value Of Awards Granted During Year That Remain Unvested As Of Year End [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 172,663 433,954 280,727 152,678 263,651
NEO Increase For Fair Value Awards Granted During Year That Vest During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,485 57,864 58,132 29,934 25,965
NEO 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (334,006) (17,426) (38,913) (239,265) 225,282
NEO Increase Deduction For Change In Fair Value From Prior Year-End To Vesting Date Of Awards Granted Prior To Year That Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,185 (6,204) 29,330 (29,669) 8,417
NEO Deduction Of Fair Value Of Awards Granted Prior To Year That Were Forfeited During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
NEO Increase Based Upon Incremental Fair Value Of Awards Modified During Year [Member[          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
NEO Increase Based On Dividends Or Other Earnings Paid During Year Prior To Vesting Date Of Award [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,282 16,747 17,103 6,643 13,081
NEO Total Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (385,342) $ (35,241) $ (98,845) $ (347,180) $ 339,464