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 ($)
|
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure
We are providing the following disclosure comparing our named executive officer (“NEO”) compensation to company performance pursuant to the SEC rules relating to Section 14(i) of the Securities Exchange Act of 1934. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of the SEC’s Regulation S-K.
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Year (a)
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Summary
Compensation
Table Total
for PEO (b)
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Compensation
Actually Paid
to PEO (c)
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Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)
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Average
Compensation
Actually Paid to
Non-PEO NEOs
(e)
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Total Share-
holder
Return (f)
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Peer Group
Total
Shareholder
Return (g)
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Net
Income
(millions)
(h)
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Adjusted
EBITDA
(millions)
(i)
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2023
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$ |
2,490,873 |
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|
$ |
455,862 |
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|
$ |
728,017 |
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|
$ |
342,675 |
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$ |
95.58 |
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$ |
150.31 |
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$ |
23.7 |
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$ |
68.1 |
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2022
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$ |
3,539,739 |
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$ |
3,351,817 |
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$ |
1,140,702 |
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$ |
1,105,461 |
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$ |
112.00 |
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$ |
130.60 |
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$ |
38.6 |
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$ |
86.8 |
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2021
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$ |
3,338,813 |
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$ |
2,876,666 |
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$ |
1,040,747 |
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$ |
941,902 |
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$ |
117.22 |
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$ |
166.50 |
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$ |
30.7 |
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$ |
79.5 |
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2020
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$ |
2,156,264 |
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$ |
1,137,567 |
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$ |
835,452 |
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$ |
488,272 |
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$ |
124.71 |
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$ |
146.44 |
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$ |
(86.6 |
) |
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$ |
74.9 |
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2019
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$ |
1,987,820 |
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$ |
2,516,827 |
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$ |
836,889 |
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$ |
1,176,353 |
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$ |
156.28 |
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$ |
123.72 |
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$ |
49.2 |
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$ |
108.1 |
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(a)
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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).
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(b)
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The principal executive officer (“PEO”) is Mr. McCormick for 2019, 2020, 2021, 2022, and 2023.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(f)
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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.
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(g)
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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.
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(h)
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Net income pursuant to U.S. GAAP
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(i)
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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.
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| PEO Total Compensation Amount |
$ 2,490,873
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$ 3,539,739
|
$ 3,338,813
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$ 2,156,264
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$ 1,987,820
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| PEO Actually Paid Compensation Amount |
$ 455,862
|
3,351,817
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2,876,666
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1,137,567
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2,516,827
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| 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:
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Adjustments to Determine Compensation “Actually Paid” for PEO
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2023
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2022
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2021
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2020
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2019
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Deduction for amounts reported under the “Stock Awards” column in the SCT
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$ |
(1,464,873 |
) |
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$ |
(2,206,968 |
) |
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$ |
(1,979,253 |
) |
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$ |
(944,935 |
) |
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$ |
(779,720 |
) |
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Deduction for amounts reported under the “Option Awards” columns in the SCT
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase for fair value of awards granted during year that remain unvested as of year end
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$ |
457,053 |
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$ |
1,509,433 |
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$ |
815,746 |
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$ |
118,400 |
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$ |
742,399 |
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Increase for fair value of awards granted during year that vest during year
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$ |
639,074 |
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$ |
511,341 |
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$ |
717,039 |
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$ |
363,808 |
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$ |
320,906 |
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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
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$ |
(1,738,610 |
) |
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$ |
(53,351 |
) |
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$ |
(132,531 |
) |
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$ |
(575,748 |
) |
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$ |
225,441 |
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Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year
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$ |
8,010 |
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$ |
(13,534 |
) |
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$ |
59,877 |
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$ |
0 |
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$ |
0 |
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Deduction of fair value of awards granted prior to year that were forfeited during year
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase based upon incremental fair value of awards modified during year
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase based on dividends or other earnings paid during year prior to vesting date of award
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$ |
64,336 |
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$ |
65,157 |
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$ |
56,975 |
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$ |
19,868 |
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$ |
19,981 |
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Total Adjustments
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$ |
(2,035,010 |
) |
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$ |
(187,922 |
) |
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$ |
(462,147 |
) |
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$ |
(1,018,607 |
) |
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$ |
529,007 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 728,017
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1,140,702
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1,040,747
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835,452
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836,889
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 342,675
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1,105,461
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941,902
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488,272
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1,176,353
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| Adjustment to Non-PEO NEO Compensation Footnote |
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Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs
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2023
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2022
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2021
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2020
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2019
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Deduction for amounts reported under the “Stock Awards” column in the SCT
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$ |
(262,951 |
) |
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$ |
(520,176 |
) |
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$ |
(445,224 |
) |
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$ |
(267,501 |
) |
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$ |
(196,932 |
) |
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Deduction for amounts reported under the “Option Awards” columns in the SCT
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase for fair value of awards granted during year that remain unvested as of year end
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$ |
172,663 |
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$ |
433,954 |
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$ |
280,727 |
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$ |
152,678 |
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$ |
263,651 |
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Increase for fair value of awards granted during year that vest during year
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$ |
23,485 |
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$ |
57,864 |
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$ |
58,132 |
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$ |
29,934 |
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$ |
25,965 |
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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
|
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$ |
(334,006 |
) |
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$ |
(17,426 |
) |
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$ |
(38,913 |
) |
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$ |
(239,265 |
) |
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$ |
225,282 |
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Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year
|
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$ |
4,185 |
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$ |
(6,204 |
) |
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$ |
29,330 |
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$ |
(29,669 |
) |
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$ |
8,417 |
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Deduction of fair value of awards granted prior to year that were forfeited during year
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase based upon incremental fair value of awards modified during year
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Increase based on dividends or other earnings paid during year prior to vesting date of award
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$ |
11,282 |
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$ |
16,747 |
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$ |
17,103 |
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$ |
6,643 |
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$ |
13,081 |
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Total Adjustments
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$ |
(385,342 |
) |
|
$ |
(35,241 |
) |
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$ |
(98,845 |
) |
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$ |
(347,180 |
) |
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$ |
339,464 |
|
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| 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.
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| 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.
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Most Important Performance Measures
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Adjusted EBITDA
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FCF
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Adjusted EPS
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RONA
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| 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
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EBITDA
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
FCF
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EPS
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
RONA
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| PEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member] |
|
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| 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
|
