Tecnoglass Inc
For the period ended Dec 31, 2023. Filed Nov 8, 2024.
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Dec 31, 2023 · Filed Nov 8, 2024
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PAY VERSUS PERFORMANCE ANALYSIS
| Average · Average · Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Compensation Actually Paid to Non-PEO NEOs ($)(2)* | On Total Shareholder Return ($) | Peer Group Total Shareholder Return | Net Income ($) | Operating Income |
| 2023 | 3,969,000 | 3,969,000 | 2,385,450 | 2,385,450 | 712.03 | 68.51 | 183,000,000 | 259,804,000 |
| 2022 | 2,835,000 | 2,835,000 | 1,714,500 | 1,714,500 | 475.00 | 104.65 | 156,412,000 | 226,415,000 |
| 2021 | 1,965,600 | 1,965,600 | 1,101,198 | 1,101,198 | 399.35 | 148.82 | 68,428,000 | 116,985,000 |
| (1) | For each of the years presented in the table, our principal executive officer (PEO) is our Chief Executive Officer, Jose M. Daes. |
| (2) | For each of the years presented in the table, our non-principal executive officers (non-PEOs) are Christian T. Daes and Santiago Giraldo. |
Compensation Arrangements with Named Executive Officers
On February 28, 2024, our compensation committee recommended, and on February 29, 2024 our Board approved, the following compensation arrangements for 2024 for each of Messrs. Daes, Daes, and Giraldo: (i) with respect to each of Messrs. Daes and Daes, a base salary of $3,292,800 plus a bonus of up to $1,152,480; and (ii) with respect to Mr. Giraldo, a base salary of $665,280 and a performance bonus of up to $232,848 per year. Each of the bonuses will be based on our 2023 financial performance and achievement of certain to-be-agreed upon targets throughout the year.
Pay Ratio Disclosures
The following pay ratio information is provided in accordance with the requirements of Item 402(u) of Regulation S-K of the Exchange Act.
For fiscal 2023, the Company’s last completed fiscal year:
| ● | the median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $4,579; and |
| ● | the annual total compensation of the Company’s Chief Executive Officer, Jose M. Daes, was $3,969,000. |
Based on this information, the ratio for 2023 of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees is 868 to 1.
The following steps were taken to determine the annual total compensation of the median employee and the Chief Executive Officer:
| ● | As of December 31, 2023, the employee population consisted of approximately 8,531 individuals, including full time, part time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with calendar year end and allowed identification of employees in a reasonably efficient manner. |
| ● | For purposes of identifying the median employee from our employee population base, wages from our internal payroll records for the twelve-month period ended December 31, 2023, were used. These wages were consistent with amounts reported to taxation authorities for fiscal 2022. Consistent with the calculation of the Chief Executive Officer’s annual compensation, other elements of employee compensation were considered and added, if applicable when calculating the annual total compensation for all employees. |
| ● | In addition, the compensation of approximately 1,250 full time or part time employees who were hired during 2023 and employed on December 31, 2023, was annualized. No full-time equivalent adjustments were made for part time employees, of which there were approximately 172. |
| ● | The median employee was identified using this compensation measure and methodology, which was consistently applied to all employees. The amounts reported in the 2023 Summary Compensation Table for named executive officers was used for the total annual compensation of the Chief Executive Officer. The salary amount reported in this table was annualized to reflect a full year’s compensation for the purpose of calculating the pay ratio disclosure. |
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