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.
| Value of |
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| Average · Initial Fixed |
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| Summary · Average · $100 Investment |
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| Summary · Summary · Summary · Compensation · Compensation · Based On: |
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| Compensation · Compensation · Compensation · Compensation · Compensation · Compensation · Table · Actually · Peer |
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| Table · Table · Table · Actually · Actually · Actually · Total · Paid · Group |
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| Total · Total · Total · Paid · Paid · Paid · for · to · Total · Total · Net · Adjusted |
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| for · for · for · to · to · to · Non-PEO · Non-PEO · Stockholder · Stockholder · Income · EBITDA |
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| Year | PEO 1(1) | PEO 2(1) | PEO 3(1) | PEO 1(2) | PEO 2(2) | PEO 3(2) | NEOs(3) | NEOs(4) | Return(5) | Return(6) | (millions)(7) | (millions)(8) |
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| 2024 | N/A | N/A | $3,025,948 | N/A | N/A | $8,177,533 | $1,065,421 | $2,966,693 | $229 | $112 | $39,809 | $104,459 |
| 2023 | N/A | N/A | $2,994,622 | N/A | N/A | $3,422,628 | $1,218,926 | $1,630,288 | $122 | $119 | $38,462 | $93,252 |
| 2022 | $622,624 | $3,343,124 | $1,303,265 | $(1,461,685) | $3,305,869 | $397,219 | $825,334 | $357,128 | $57 | $87 | $11,641 | $94,062 |
| 2021 | $2,216,881 | N/A | N/A | $1,174,780 | N/A | N/A | $938,847 | $901,977 | $85 | $126 | $52,059 | $102,664 |
| 2020 | $2,226,187 | N/A | N/A | $4,813,876 | N/A | N/A | $1,155,913 | $2,188,188 | $156 | $230 | $38,192 | $81,745 |
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for our principal executive officer(s) (PEOs) serving during the applicable fiscal year. During 2020 and 2021, our only principal executive officer was Mr. Wexler (referred to as PEO 1 in the table above). During 2022, Mr. Wexler served as our PEO from January 1-January 11, Mr. Efremov served as our PEO from January 11-October 16 (and is referred to as PEO 2 in the table above) and Mr. Purdy served as our PEO from October 17-December 31, 2022 (and is referred to as PEO 3 in the table above). During 2023 and 2024, our only PEO was Mr. Purdy (PEO 3). |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO(s) during the applicable fiscal year, 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 the PEO(s) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO total compensation for each year to determine the compensation actually paid: |
| Reported |
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| Summary |
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| Compensation · Reported · Compensation |
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| Table Total · Value of · Equity · Actually |
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| for PEO 3 · Equity · Award · Paid |
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| Year | (Purdy) | Awards(a) | Adjustments(b) | to PEO 3 (Purdy) |
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| 2024 | $3,025,948 | $(1,499,998) | $6,651,583 | $8,177,533 |
| 2023 | $2,994,622 | $(1,499,984) | $1,927,990 | $3,422,628 |
| 2022 | $1,303,265 | $(275,060) | $(630,986) | $397,219 |
| (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. |
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| (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; (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; (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; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year 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 the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Value of |
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| Fair Value at · Dividends or |
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| the End of · other |
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| Year over · the Prior · Earnings Paid |
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| Year over · Fair Value as · Year Change in · Year of · on Stock or |
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| Year Change · of Vesting · Fair Value · Equity · Option |
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| in Fair Value · Date of · of Equity · Awards that · Awards not |
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| of · Equity · Awards · Failed to · Otherwise |
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| Year End | Outstanding | Awards | Granted in | Meet | Reflected in | Total |
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| Fair Value | and Unvested | Granted and | Prior Years | Vesting | Fair Value or | Equity |
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| of Equity | Equity | Vested in the | that Vested | Conditions | Total | Award |
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| Year | Awards | Awards | Year | in the Year | in the Year | Compensation | Adjustments |
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| 2024 (PEO 3) | $3,399,316 | $2,399,086 | $— | $870,848 | $(27,057) | $9,390 | $6,651,583 |
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| 2023 (PEO 3) | $1,775,679 | $138,558 | $— | $46,900 | $(43,260) | $10,113 | $1,927,990 |
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| 2022 (PEO 3) | $201,270 | $(771,739) | $— | $(29,422) | $(38,316) | $7,221 | $(630,986) |
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| 2022 (PEO 2) | $189,659 | $— | $233,346 | $(15,299) | $— | $264 | $407,971 |
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| 2022 (PEO 1) | $150,329 | $(1,832,330) | $— | $(92,680) | $(120,677) | $22,746 | $(1,872,612) |
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| 2021 (PEO 1) | $587,601 | $(867,384) | $— | $— | $— | $— | $(279,783) |
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| 2020 (PEO 1) | $1,247,955 | $1,694,273 | $— | $— | $(51,014) | $— | $2,891,214 |
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| (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Ms. Cushman, Mr. Glazek, Mr. Flynn, Ms. Frein and Mr. Reformina; (ii) for 2023, Mr. Reformina, Ms. Cushman and Mr. Glazek; (iii) for 2022, Mr. Reformina and Ms. Cushman; (iv) for 2021, Mr. Purdy, Mr. Reformina, Ms. Cushman, and Mr. Robert Lavan (our former SVP and Chief Financial Officer) and (v) for 2020, Mr. Purdy and Mr. Lavan. |
| (4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs (which individuals are described in footnote 3 above) as a group, 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 non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2: |
| Average |
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| Reported |
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| Summary |
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| Compensation · Average · Average |
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| Table Total for · Reported · Compensation |
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| Non-PEO · Value of Equity · Average Equity · Actually Paid |
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| Year | NEOs | Awards | Award Adjustments(a) | to Non-PEO NEOs |
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| 2024 | $1,065,421 | $(623,650) | $2,524,922 | $2,966,693 |
| 2023 | $1,218,926 | $(877,361) | $1,288,723 | $1,630,288 |
| 2022 | $825,334 | $(198,450) | $(269,756) | $357,128 |
| 2021 | $938,847 | $(433,549) | $396,679 | $901,977 |
| 2020 | $1,155,913 | $(312,840) | $1,345,115 | $2,188,188 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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| Average |
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| Value of |
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| Dividends or |
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| Year over · Average Fair · other |
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| Year Average · Value at the · Earnings Paid |
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| Year over · Average Fair · Change in · End of the · on Stock or |
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| Year Average · Value as of · Fair Value · Prior Year · Option |
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| Change in · Vesting Date · of Equity · of Equity · Awards not |
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| Average · Fair Value of · of Equity · Awards · Awards that · Otherwise · Total |
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| Year End · Outstanding · Awards · Granted in · Failed to · Reflected in · Average |
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| Fair Value · and Unvested · Granted and · Prior Years · Meet · Fair Value or · Equity |
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| of Equity · Equity · Vested in the · that Vested · Vesting · Total · Award |
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| Year | Awards | Awards | Year | in the Year | Conditions in the Year | Compensation | Adjustments |
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| 2024 | $1,232,098 | $410,440 | $548,389 | $486,074 | $(153,267) | $1,188 | $2,524,922 |
| 2023 | $770,027 | $64,848 | $451,936 | $6,514 | $(6,006) | $1,403 | $1,288,723 |
| 2022 | $143,895 | $(398,522) | $— | $(7,355) | $(9,579) | $1,805 | $(269,756) |
| 2021 | $310,579 | $(175,275) | $32,704 | $288,671 | $— | $— | $396,679 |
| 2020 | $874,115 | $484,299 | $— | $— | $(13,299) | $— | $1,345,115 |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, 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. |
| (6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Small Cap 600 Consumer Staples Index. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (8) | Adjusted EBITDA is defined as net income plus non-cash interest expense, depreciation and amortization, interest and other income, income tax provision, loss (gain) on the extinguishment of debts, stock-based compensation expense and restructuring or other unusual charges. |
Financial Performance Measures
The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
| • | Return on Invested Capital |
Analysis of the Information Presented in the Pay versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Total Stockholder Return
