Pursuant to Item 402(v) of Regulation S-K and Section 953(a) of Dodd-Frank Act, the Company is required to provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The Compensation and Stock Option Committee has always considered pay versus performance for its executives in making compensation decisions. However, the Compensation and Stock Option Committee did not consider the additional disclosures now required.
| Summary Compensation · Compensation · Average Summary Compensation Table Total for · Average Compensation Actually Paid to · Value of Initial Fixed $100 Investment Based On: |
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| Year | Table Total for PEO ($)1 | Actually Paid to PEO ($)1 | Non-PEOs NEOs ($)2 | Non-PEO NEOs ($)3 | TSR ($)4 | Peer Group TSR($)5 | Net Income ($ in thousands)6 | Net Sales ($ in thousands)7 |
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| 2024 | $11,916,941 | - | $1,300,867 | $970,119 | $196.6 | $154.1 | $176,732 | $1,191,694 |
| 2023 | $11,729,324 | - | $1,280,320 | $1,004,002 | $206.5 | $121.7 | $142,164 | $1,172,932 |
| 2022 | $11,148,959 | - | $1,236,153 | $643,956 | $199.0 | $145.2 | $158,512 | $1,138,013 |
| 2021 | $10,765,292 | - | $1,500,506 | $1,607,178 | $224.3 | $157.0 | $174,146 | $1,072,210 |
| 1. | The Principal Executive Officer (PEO) was Nick A. Caporella for all years in the table. The Non-PEO NEOs were Joseph G. Caporella and George R. Bracken for all years in the table. |
| 2. | As described more fully under "Management Services Agreement - Compensation" and the "Summary Compensation Table" of this Proxy, Mr. Nick a. Caporella does not receive any cash compensation from the Company. |
| 3. | The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the Compensation Actually Paid Amounts from the Summary Compensation Table Amounts. The Compensation Actually Paid Amounts and the Summary Compensation Table Amounts do not reflect the actual amount of compensation earned or paid to our executives during the applicable years, but rather are amounts that are determined in accordance with Item 402 of Regulation S-K of the SEC. |
| 2024 | 2023 | 2022 | 2021 |
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| Adjustments a | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs |
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| Summary Compensation Table Amounts | $1,300,867 | $1,280,320 | $1,236,153 | $1,500,506 |
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| (Deduct): Aggregate value for option awards included in Summary Compensation Table | - | - | - | (355,540) |
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| Add: Fair value at year end of awards granted during the fiscal year that were outstanding and unvested at year end | - | - | - | 183,735 |
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| Add (Deduct): Year-over year change in fair value at fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at fiscal year end. | $(291,020) | $(290,047) | (469,255) | 71,599 |
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| Add (Deduct): Vesting date fair value of awards granted and vested during the fiscal year | - | - | - | - |
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| Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in prior fiscal year for which vesting conditions were satisfied during the applicable fiscal year | $(39,728) | $13,729 | (122,942) | 206,878 |
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| (Deduct): Fair Value at end of prior fiscal year of awards granted that failed to meet the applicable vesting conditions during the year | - | - | - | - |
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| Add: Dividends or other earnings paid on awards in the fiscal year prior to vesting | - | - | - | - |
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| Compensation Actually Paid Amounts (as calculated) | $970,119 | $1,004,002 | $643,956 | $1,607,178 |
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| a | The following valuation assumptions were used to calculate fair values of equity awards differed from those used to calculate the fair values at the time of grant as reflected in Summary Compensation Table. Stock prices used were April 27, 2024: $43.56; April 29, 2023: $49.70; April 30, 2022: $44.08; May 1, 2021: $48.59; and, May 2, 2020: $25.035. |
| 4. | Total Shareholder Return ("TSR") assumes that dividends were reinvested on the date of issuance. |
| 5. | The Peer Group used is the Dow Jones U.S. Soft Drink Index, which is the same peer group used in Part II, Item 5 in our Form 10-K. |
| 7. | The Company is a party to a management agreement with CMA. As set forth in Certain Relationships and Related Party Transactions, the management agreement provides that the Company will pay CMA an annual base fee equal to one percent of consolidated net sales of the Company, and further provides that the Compensation and Stock Option Committee and the Board of Directors may from time-to-time award additional incentive compensation to CMA or its personnel. As a result, the Company has elected to present net sales due to its relationship to the management fee. |
Financial Performance Measures
As discussed under “Executive Compensation and Other Information”, the Company’s executive compensation program reflects a philosophy that is designed to align executive and shareholder value. The financial performance measures that most closely link Company performance to compensation include:
