Perma-Pipe International Holdings Inc
For the period ended Jan 31, 2024. Filed Jun 21, 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.
Jan 31, 2024 · Filed Jun 21, 2024
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our NEOs to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended January 31, 2024 and 2023, and our financial performance for each such fiscal year:
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (2) | Net Income ($ in thousands) (3) |
|---|---|---|---|---|---|---|
| 2023 | 1,471,563 | 1,317,102 | 484,879 | 465,826 | 132 | 10,471 |
| 2022 | 1,576,626 | 1,583,967 | 527,008 | 528,050 | 167 | 5,945 |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
| 2023 | 2022 | |||
|---|---|---|---|---|
| Description of Amount | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs |
| Summary Compensation Table - Total Compensation | $1,471,563 | $484,879 | $1,576,626 | $527,008 |
| Decrease in amounts reported under the "Stock Awards" column in the Summary Compensation Table for the applicable fiscal year | (350,981) | (55,712) | (337,447) | (64,187) |
| Increase for Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 274,963 | 43,646 | 312,508 | 59,443 |
| (Decrease)/Increase for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | (76,740) | (6,568) | 63,982 | 11,967 |
| Decrease for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,703) | (419) | (31,702) | (6,181) |
| Change in compensation | 1,317,102 | 465,826 | 1,583,967 | 528,050 |
(1) Our Principal Executive Officer (“PEO”) for 2023 and 2022 is David J. Mansfield, and our Non-PEO NEOs for whom the average compensation is presented in this table for 2023 and 2022 are Matthew E. Lewicki and Saleh Sagr.
(2) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s Common Stock on January 31, 2021.
(3) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
(4) Mr. Lewicki's compensation data is only for nine months since he began his employment in May 2023. Mr. Norwood's salary is prorated as he was only with the Company eleven of the twelve months before retiring in December 2023. Mr. Dewbre resigned in July 2024, therefore, his salary is also prorated to five months.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.