As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s variablepay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis.
| Year(a) | SummaryCompensationTable Total forPEO1(b) | CompensationActually Paid toPEO2(c) | Average SummaryCompensationTable Total forNon-PEO NEOs3(d) | AverageCompensationActually Paid toNon-PEO NEOs4(e) | Value ofInitial Fixed $100Investment BasedOn: TotalShareholder Return5(f) | Net Income(thousands)6(g) |
|---|
| 2023 | $3,870,462 | $3,560,636 | $1,265,247 | $1,472,122 | $119 | $3,265 |
| 2022 | $1,911,887 | $934,909 | $818,900 | $528,582 | $130 | $15,808 |
| 2021 | $1,872,299 | $4,434,996 | $791,903 | $1,010,230 | $132 | $5,348 |
| 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Bielli (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Compensation Discussion and Analysis – Executive Compensation Tables – Summary Compensation Table. |
| 2 | The dollar amounts reported in column (c) represent the amount of “Compensation Actually Paid” to Mr. Bielli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bielli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, we adjusted Mr. Bielli’s total compensation for each year that reflect stock price changes and changes in performance achievement to determine the compensation actually paid: |
| Year | Reported Summary CompensationTable Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation ActuallyPaid to PEO |
|---|
| 2023 | $3,870,462 | $(1,415,997) | $1,106,171 | $3,560,636 |
| 2022 | $1,911,887 | $0 | $(976,978) | $934,909 |
| 2021 | $1,872,299 | $0 | $2,562,697 | $4,434,996 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Mr. Bielli did not meet one of the performance measures from the shares granted in 2020, hence 76,787 shares did not vest, the fair value of these shares is deducted in calculating the equity award adjustment in 2022. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. In addition, adjustments have been made using the stock price and performance achievement as of year-end; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value adjustments have been made using the stock price and performance achievement as of the date of measurement; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
| Year | Year EndFair Value ofEquityAwardsGranted inthe Year andUnvested atYear End | Year overYear Changein Fair Value ofOutstandingand UnvestedEquity Awards | Fair Value asof VestingDate ofEquityAwardsGranted andVested in theYear | Change inFair Valuefrom priorYear End tothe VestingDate ofEquityAwardsGranted inPrior Yearsthat Vestedin the Year | Fair Value atthe End of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditions inthe Year | Value ofDividends orotherEarnings Paidon Stock orOptionAwards notOtherwiseReflected inFair Value orTotalCompensation | Total Equity Award Adjustments |
|---|
| 2023 | $0 | $0 | $1,106,171 | $0 | $0 | $0 | $1,106,171 |
| 2022 | $0 | $0 | $0 | $488,118 | $(1,465,096) | $0 | $(976,978) |
| 2021 | $0 | $2,169,306 | $0 | $393,391 | $0 | $0 | $2,562,697 |
| 3 | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Bielli, who has served as our CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Bielli) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Lyda, Mr. Brown, Mr. McMahon, Mr. Velasquez, and Mr. Houston; (ii) for 2022, Mr. Lyda, Mr. McMahon, and Mr. Velasquez, and (iii) for 2021, Mr. Lyda, Mr. McMahon, and Mr. Velasquez. |
| 4 | The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding Mr. Bielli), 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. Bielli) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Bielli) for each year to determine the compensation actually paid that reflect stock price changes and changes in performance achievement, using the same methodology described above in Note 2: |
| Year | AverageReportedSummaryCompensation Table Total forNEO | AverageReported Valueof EquityAwards(a) | AverageReported AwardAdjustments(b) | AverageCompensationActually Paid toNEO |
|---|
| 2023 | $1,265,247 | $(709,399) | $916,974 | $1,472,122 |
| 2022 | $818,900 | $(193,562) | $(96,757) | $528,582 |
| 2021 | $791,903 | $(141,411) | $359,738 | $1,010,230 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| Year | Average YearEnd FairValue ofEquityAwards Grantin the Yearand Unvestedat Year End | Year overYear AverageChange inFair Value ofOutstandingand UnvestedEquityAwards | Average FairValue as ofVesting Dateof EquityAwardsGranted andVested inthe Year | AverageChange in FairValue from priorYear End to theVesting Date ofEquity AwardsGranted in PriorYears thatVested in theYear | Average FairValue at the Endof the Prior Yearof EquityAwards thatFailed to MeetVestingConditions in theYear | Average Valueof Dividends orother EarningsPaid on Stock orOption Awardsnot OtherwiseReflected in FairValue or TotalCompensation | Total Average Equity AwardAdjustments |
|---|
| 2023 | $630,867 | $158,145 | $167,783 | $569 | $(41,090) | $0 | $916,274 |
| 2022 | $130,284 | $(28,219) | $0 | $(17,555) | $(181,266) | $0 | $(96,757) |
| 2021 | $135,680 | $203,075 | $0 | $20,983 | $0 | $0 | $359,738 |
| 5 | We calculated TSR by dividing 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. This value reflects what the cumulative value of $100 would be if such amount was invested on December 31, 2020. |
| 6 | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, there is no direct relationship between the Compensation Actually Paid to Mr. Bielli and the average Compensation Actually Paid to the Company’s NEOs as a group (excluding Mr. Bielli) and the Company’s cumulative TSR over the three years presented in the table. The absence of a direct relationship is because a significant portion of the Compensation Actually Paid to Mr. Bielli and to the other NEOs is comprised of equity awards that are long-term equity incentives that align with senior management’s long-term strategies and are generally qualitative in nature tied to achievement of specified milestones. As described in more detail in the section Compensation Discussion and Analysis, the value of total compensation awarded to the NEOs is to be comprised of short-term and long-term incentives in the form of performance shares, price-vested units, time-vested awards, and annual cash incentives.
Compensation Actually Paid and Net Income
As demonstrated by the following table, there is no direct relationship between the Compensation Actually Paid to Mr. Bielli and the average Compensation Actually Paid to the Company’s NEOs as a group (excluding Mr. Bielli) and the Company’s net income over the three years presented in the table. The absence of a direct relationship is because a significant portion of the compensation actually paid to Mr. Bielli and to the other NEOs is comprised of equity awards that are long-term equity incentives that align with senior management’s long-term strategies and are generally qualitative in nature tied to achievement of specified milestones. The Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure, Adjusted EBITDA, which the company does use when setting goals in the Company’s annual incentive compensation program that are awarded to the NEOs.
