MANITOWOC CO INC
For the period ended Mar 20, 2024. Filed Mar 22, 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.
Mar 20, 2024 · Filed Mar 22, 2024
Contents
Pay Versus Performance
XII. PAY VERSUS PERFORMANCE
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and the Company's financial performance for each such fiscal year:
| YEAR | Summary Compensation Table Total for Current PEO ($) | Compensation Actually Paid for Current PEO ($)(1)(2) | Summary Compensation Table Total for Former PEO ($) | Compensation Actually Paid for Former PEO($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | ManitowocTSR ($)(3) | Peer Group TSR ($)(3)(4) | Net Income($ millions) | Adjusted EBITDA($ millions)(5) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $6,698,208 | $11,757,329 | - | - | $1,725,028 | $2,346,458 | $95.37 | $128.14 | $39.2 | $175.3 |
| 2022 | $5,576,471 | $2,520,833 | - | - | $1,147,526 | $218,946 | $52.34 | $109.59 | ($123.6) | $143.1 |
| 2021 | $4,952,777 | $5,379,695 | - | - | $1,823,565 | $1,969,093 | $106.23 | $137.74 | $11.0 | $116.0 |
| 2020 | $2,834,188 | $2,326,578 | $4,940,010 | $2,464,728 | $1,101,573 | $652,362 | $76.06 | $119.96 | ($19.1) | $83.1 |
(1)
Compensation actually paid for fiscal years ended December 31, 2020, 2021 and 2022 has been restated from prior year.
(2)
Amounts represent compensation “actually paid” to the Company's Principal Executive Officer ("PEO"), former PEO and the average compensation actually paid to the Company's remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| YEAR | CURRENT PEO | FORMER PEO | NON-PEO NEOS |
| 2023 | Aaron H. Ravenscroft | Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook. | |
| 2022 | Aaron H. Ravenscroft | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L | |
| 2021 | Aaron H. Ravenscroft | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L | |
| 2020 | Aaron H. Ravenscroft | Barry L Pennypacker | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L; Peter Ruck |
(3)
The TSR results are based on the value of initial fixed $100 investment.
(4)
For the relevant fiscal year, represents the cumulative Total Shareholder Return (the “Peer Group TSR”) of the Russell 2000 index.
(5)
Adjusted EBITDA is defined for purposes of this table as net income (loss) before interest, income taxes, depreciation, and amortization plus the addback or subtraction of certain restructuring, other income (expense) – net, and certain other non-recurring items – net. While the Company uses a number of financial performance measures for the purpose of evaluating performance for its compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that the Company uses to link compensation actually paid to its NEOs, for the most recently completed fiscal year, to the Company's performance.
Compensation actually paid to the Company's NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
| 2020 · 2021 · 2022 · 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Adjustments | Current PEO | Former PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ($1,021,131) | ($3,063,350) | ($543,003) | ($2,500,009) | ($841,093) | ($3,484,556) | ($480,034) | ($3,970,760) | ($705,340) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $1,092,964 | $3,278,889 | $492,992 | $2,751,917 | $925,844 | $1,750,374 | $115,010 | $4,755,247 | $844,691 |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | ($449,314) | ($1,594,649) | ($222,916) | $96,145 | $63,699 | ($1,198,938) | ($259,049) | $3,718,383 | $413,650 |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ($130,130) | $1,219,029 | ($132,680) | $78,865 | ($2,922) | ($122,518) | ($100,197) | $556,251 | $68,429 |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | ($2,315,201) | ($43,604) | $0 | $0 | $0 | ($204,310) | $0 | $0 |
| TOTAL ADJUSTMENTS | ($507,610) | ($2,475,282) | ($449,211) | $426,918 | $145,528 | ($3,055,637) | ($928,580) | $5,059,121 | $621,430 |
The Company did not report a change in Pension Value and Nonqualified Deferred Compensation Earnings for any of the years reflected in the table; therefore, a deduction from the Summary Compensation Table total related to this is not needed.
Relationship Between Financial Performance Measures
The graphs below depict the relationship between (i) the compensation actually paid to the Company's PEO and former PEO and the average of the compensation actually paid to its remaining NEOs, and (ii) the Company's cumulative TSR, Peer Group TSR, Net Income, our Adjusted EBITDA, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Pay Versus Performance Tabular List
The following performance measures represent the most important financial performance measures used by the Company to link compensation actually paid to its NEOs for 2023:
Adjusted EBITDA
Net Working Capital as a percentage of sales
Non-New Machine Sales
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.