| Fiscal Year · · · Summary Compensation Table Total for First PEO(1)($) · · · Summary Compensation Table Total for SecondPEO(2)($) · · · Compensation Actually Paid to First PEO(3)($) · · · Compensation Actually Paid to SecondPEO(4)($) · · · Average Summary Compensation Table Total for Non-PEO NEOs(5)($) · · · Average Compensation Actually Paid to Non-PEO NEOs(6)($) · · · Value of Initial Fixed $100 Investment Based On: · · · · |
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| · Total Shareholder Return(7)($) · · · Peer Group Total Shareholder Return(8)($) · · · Net Income in millions(9)($) · · · Adjusted EPS(10)($) |
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| (a) | | | (b) | | | (b) | | | (c) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
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| 2023 | | | 7,172,988 | | | 6,299,752 | | | 15,203,422 | | | 9,602,286 | | | 1,884,433 | | | 3,138,399 | | | 208 | | | 190 | | | 188.3 | | | 4.25 |
| 2022 | | | 9,316,556 | | | N/A | | | 10,823,056 | | | N/A | | | 2,368,300 | | | 2,520,280 | | | 124 | | | 133 | | | 401.1 | | | 7.87 |
| 2021 | | | 9,484,490 | | | N/A | | | 13,917,645 | | | N/A | | | 2,183,277 | | | 2,995,405 | | | 123 | | | 150 | | | 435.4 | | | 7.08 |
| 2020 | | | 6,361,666 | | | N/A | | | 2,420,223 | | | N/A | | | 1,595,008 | | | 1,044,106 | | | 92 | | | 118 | | | 181.0 | | | 3.84 |
| (1) | This column represents the amount of total compensation reported for Mr. Mitchell (our former President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year (such total for the applicable executive, “total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |
| (2) | This column represents the amount of total compensation reported for Mr. Saak (our current President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement. |
| (3) | This column represents the amount of “compensation actually paid” to Mr. Mitchell, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mitchell during the applicable fiscal year. For Mr. Mitchell, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Mitchell’s total compensation for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023: |
| FiscalYear | | | Reported Summary Compensation Table Total for First PEO(a) | | | ReportedSummary Compensation Table Value of First PEO Equity Awards(b) | | | First PEO Adjusted Value of Equity Awards(c) | | | Compensation Actually Paid to First PEO |
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| 2023 | | | $7,172,988 | | | $6,037,816 | | | $14,068,250 | | | $15,203,422 |
| (a) | This column represents the amount of total compensation reported for Mr. Mitchell in the “Total” column of the 2023 Summary Compensation Table. |
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| (b) | This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the 2023 Summary Compensation Table. The amount in this column is replaced with the amount reported under the “First PEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |
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| (c) | This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in this Proxy Statement for fiscal year 2023. For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for Mr. Mitchell to arrive at “compensation actually paid” to Mr. Mitchell for fiscal year 2023. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2023: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2023 that are outstanding and unvested as of the end of fiscal year 2023; (ii) the amount of change as of the end of fiscal year 2023 (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of fiscal year 2023; (iii) for awards that are granted and vest in fiscal year 2023, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in fiscal year 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal year 2023. The amounts added or subtracted to determine the adjusted amount for fiscal year 2023 are as follows: |
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| Fiscal Year | | | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | | | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | | | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | | | Adjusted Value of Equity Awards |
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| 2023 | | | $161,681 | | | — | | | $0 | | | $302,448 | | | — | | | — | | | $14,068,250 |
The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date. As noted above, for Mr. Mitchell, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction, which is approximately $13,604,121.
| (4) | This column represents the amount of “compensation actually paid” to Mr. Saak, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Saak during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Saak’s total compensation for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023, using the same adjustment methodology described above in Note 3(c) (other than the last sentence thereof): |
| Fiscal Year | | | Reported Summary Compensation Table Total for Second PEO(a) | | | ReportedSummary Compensation Table Value of Second PEO Equity Awards(b) | | | Second PEO Adjusted Value of Equity Awards(c) | | | Compensation Actually Paid to Second PEO |
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| 2023 | | | $6,299,752 | | | $4,082,618 | | | $7,385,152 | | | $9,602,286 |
| (a) | This column represents the amount of total compensation reported for Mr. Saak in the “Total” column of the 2023 Summary Compensation Table. |
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| (b) | This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. The amount in this column is replaced with the amount reported under the “Second PEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |
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| (c) | This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in this Proxy Statement for fiscal year 2023 determined using the same methodology described above in Note 3(c). For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for Mr. Saak to arrive at “compensation actually paid” to Mr. Saak for fiscal year 2023. The amounts added or subtracted to determine the adjusted amount for fiscal year 2023 are as follows: |
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| Fiscal Year | | | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | | | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | | | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | | | Adjusted Value of Equity Awards |
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| 2023 | | | $6,399,227 | | | $800,315 | | | — | | | $185,610 | | | — | | | — | | | $7,385,152 |
The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.
| (5) | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Total” column of the 2023 Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal year 2023, Mses. Cristiano and Kartono and Messrs. Maue, Gallo and Igoe; (ii) for fiscal year 2022, Messrs. Maue, D’Iorio, Gallo, and Saak; (iii) for fiscal year 2021, Messrs. Maue, D’Iorio, Gallo, and Alcala; and (iv) for fiscal year 2020, Messrs. Maue, D’Iorio, Gallo, and Alcala. |
| (6) | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) during 2023. For Mr. Maue, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction; such change in fair value is approximately $1,620,806 and is included in the average amount under the “Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year” column below. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023, using the same adjustment methodology described above in Note 3(c): |
| Fiscal Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | | | Average ReportedSummary Compensation Table Value of Non-PEO NEO Equity Awards(b) | | | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | | | Average Compensation Actually Paid to Non-PEO NEOs |
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| 2023 | | | $1,884,433 | | | $881,526 | | | $2,135,492 | | | $3,138,399 |
| (a) | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Total” column of the Summary Compensation Table. |
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| (b) | This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. The amount in this column is replaced with the amount reported under the “Average Non-PEO NEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |
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| (c) | This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for fiscal year 2023 determined using the same methodology described above in Note 3(c). For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for fiscal year 2023 for each NEO (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) to arrive at “compensation actually paid” to each NEO (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023. The amounts added or subtracted to determine the adjusted average amount for fiscal year 2023 are as follows: |
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| Fiscal Year | | | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | | | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | | | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | | | Adjusted Value of Equity Awards |
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| 2023 | | | $840,525 | | | $411,090 | | | $315,516 | | | $568,361 | | | — | | | — | | | $2,135,492 |
The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.
| (7) | Total shareholder return (“TSR”) of the Company is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022 and 2020-2023), 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. |
| (8) | Peer group TSR is computed in accordance with Note 7. The peer group used for this purpose is the following published industry index: S&P 400 MidCap Capital Goods Index. |
| (9) | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
| (10) | Adjusted EPS is a non-GAAP metric. See “Non-GAAP Information” section below for a description of how Adjusted EPS is calculated. Adjusted EPS is further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes. |
