Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure
Pure in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
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.

 

                                                    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  

 

(a)

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

 

(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.

 

(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.

 

(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.

 

(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, 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.

 

(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, 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.

         
PEO Total Compensation Amount $ 1,613,188 $ 0 $ 0 $ 0 $ 0  
PEO Actually Paid Compensation Amount $ 1,437,676 0 0 0 0  
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 #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 )

 

 

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 )

 

         
Non-PEO NEO Average Total Compensation Amount $ 1,433,904 728,017 1,140,702 1,040,747 835,452  
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,261,384 342,675 1,105,461 941,902 488,272  
Adjustment to Non-PEO NEO Compensation Footnote

 

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  

 

 

         
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. We have aggregated the CAP for our two PEOs for 2024 in the following graphics.

 

graph01.jpg

 

 

graph02.jpg
         
Compensation Actually Paid vs. Net Income
 
graph03.jpg

 

 

 
graph04.jpg
         
Compensation Actually Paid vs. Company Selected Measure

  

graph05.jpg

 

 

graph06.jpg

 

 

         
Tabular List, Table

Required Tabular Disclosure of Most Important Measures to Determine 2024 CAP

 

The four performance measures listed below represent the most important financial performance measures used to link CAP for 2024 as further described in our Compensation Discussion and Analysis.

 

 

Most Important Performance Measures

Adjusted EBITDA

FCF

Adjusted EPS

RONA

Operating Income

Relative TSR

 

 

         
Total Shareholder Return Amount $ 51.12 61.16 71.66 75 79.8  
Peer Group Total Shareholder Return Amount 133.66 121.49 105.56 134.57 118.36  
Net Income (Loss) $ 56,200,000 $ 23,700,000 $ 38,600,000 $ 30,700,000 $ (86,600,000)  
Company Selected Measure Amount 79.3 68.1 86.8 79.5 74.9  
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          
Measure:: 5            
Pay vs Performance Disclosure            
Name Operating Income          
Measure:: 6            
Pay vs Performance Disclosure            
Name Relative TSR          
Former PEO [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 2,870,121 $ 2,490,873 $ 3,539,739 $ 3,338,813 $ 2,156,264  
PEO Actually Paid Compensation Amount 2,234,619 455,862 3,351,817 2,876,666 1,137,567  
PEO            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (175,512)          
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 874,458          
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | PEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,049,970)          
PEO | PEO Deduction For Amounts Reported Under The Option Awards Columns In The SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Increase Based Upon Incremental Fair Value of Awards Modified During Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Former PEO [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (635,502) (2,035,010) (187,922) (462,147) (1,018,607)  
PEO | Former PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 236,532 457,053 1,509,433 815,746 118,400  
PEO | Former PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (586,869) (1,738,610) (53,351) (132,531) (575,748)  
PEO | Former PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 966,607 639,074 511,341 717,039 363,808  
PEO | Former PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (42,291) 8,010 (13,534) 59,877 0  
PEO | Former PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0  
PEO | Former PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 100,192 64,336 65,157 56,975 19,868  
PEO | Former PEO [Member] | PEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,309,673) (1,464,873) (2,206,968) (1,979,253) (944,935)  
PEO | Former PEO [Member] | 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 | Former PEO [Member] | 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  
Non-PEO NEO            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (172,520) (385,342) (35,241) (98,845) (347,180) $ 339,464
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 608,657 172,663 433,954 280,727 152,678 263,651
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (124,143) (334,006) (17,426) (38,913) (239,265) 225,282
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 35,521 23,485 57,864 58,132 29,934 25,965
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (18,635) 4,185 (6,204) 29,330 (29,669) 8,417
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 27,223 11,282 16,747 17,103 6,643 13,081
Non-PEO 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 0
Non-PEO NEO | NEO Deduction For Amounts Reported Under The Stock Awards Column In The SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (701,143) (262,951) (520,176) (445,224) (267,501) (196,932)
Non-PEO NEO | 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 $ 0