LANCASTER COLONY CORP
For the period ended Nov 6, 2024. Filed Oct 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 6, 2024 · Filed Oct 8, 2024
Contents
Executive Compensation Program Overview
| % of FY24 Pay Mix | ||||||
|---|---|---|---|---|---|---|
| Element | Form | Purpose | Metrics | Time-Period | CEO | Other NEOs |
| Base Salary | Cash | To attract and retain and to provide a steady source of annual cash income | — | 1-Year | 17% | 34% |
| Annual Incentive Plan (“AIP”) | Cash | To incentivize for certain annual financial and individual objectives | 75% Financial(70% Adj. Operating Income, 30% Adj. Net Sales) | 1-Year Performance Period | 29% | 35% |
| 25% Personal | ||||||
| Long-Term Incentive Plan (“LTIP”) | Performance Share Units (“PSUs”) | To incentivize for certain long-term financial performance objectives and drive long-term shareholder value | 27.5% Net Sales Growth | 3-Year Performance Period | 54% | 31% |
| 27.5% Relative TSR(“rTSR”) vs. S&P 1500 Packaged Foods & Meats Index · 3-Year Performance Period | ||||||
| Restricted Stock · To align executives’ interests with shareholders and promote retention · 45% Time-based · 3-Year Cliff Vest | ||||||
The above data in the Pay Mix columns shows that most of the compensation provided to Mr. Ciesinski and the other NEOs is annual and long-term incentives, which we think serves to focus their attention on achieving strong financial and long-term shareholder returns.
We have developed a series of “What We Do” and “What We Don’t Do” principles in connection with our executive compensation program. These principles are summarized in the table below.
| Executive Compensation Practices at a Glance | ||||
|---|---|---|---|---|
| What We Do | What We Don’t Do | |||
| ü | DO align pay with performance by linking incentive compensation to the achievement of performance goals tied to the Corporation’s strategic objectives and financial metrics | O | NO guaranteed cash incentives, equity compensation or salary increases | |
| ✓ | DO conduct annual compensation review and approval of our compensation philosophy and strategy | O | NO compensation or incentives that encourage unnecessary or excessive risk taking | |
| ✓ | DO cap payouts for annual incentive and performance-based equity awards at 200% of target | O | NO acceleration of PSUs without regard to performance goals | |
| ✓ | DO maintain robust stock ownership guidelines for executive officers and directors | O | NO executive pension plans or post-retirement health coverage for our NEOs | |
| ✓ | DO require double-trigger change-in-control vesting provisions | O | NO single trigger acceleration of equity awards upon a change-in-control | |
| ✓ | DO pay a substantial portion of executive compensation in the form of at-risk equity grants | O | NO significant or excessive perquisites for NEOs | |
| ✓ | DO appoint a Compensation Committee consisting solely of independent directors | O | NO pledging our securities by directors, executive officers or other employees as collateral for a loan | |
| ✓ | DO use an independent compensation consultant engaged by our Compensation Committee | O | NO hedging or derivative transactions by our directors, NEOs or other employees involving our securities | |
| ✓ | DO have a majority of executive compensation at risk based on corporate performance | O | NO tax gross ups | |
While these broad concepts generally govern our executive compensation program, we also account for specific factors particular to each executive officer when making individual compensation decisions, which we describe in detail below. These factors include the executive’s range of responsibilities and related performance measures and other individual factors affecting each executive’s performance. We also engage in an annual competitive compensation review of our executive compensation levels relative to amounts paid to executive officers with similar responsibilities in similarly situated companies, but we do not specifically benchmark compensation against percentiles or ranges of compensation provided by such companies.
At our 2023 Annual Meeting, our executive compensation program received approval from 97.1% of our shareholders casting votes on the matter, indicating strong shareholder support for the Compensation Committee’s executive compensation decisions and policies. There are many factors contributing to the Compensation Committee’s decision on whether to make significant changes to our compensation mix, including shareholder approval, peer group actions, target pay levels, performance metrics, and other compensation policies. The Compensation Committee will continue to consider results from future shareholder advisory votes in its ongoing evaluation of our executive compensation programs and practices.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.