CECO ENVIRONMENTAL CORP
For the period ended May 20, 2025. Filed Apr 10, 2025.
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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.
May 20, 2025 · Filed Apr 10, 2025
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Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the compensation actually paid (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT.
The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for fiscal years 2021 through 2024. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · PEO · · Non-PEO NEOs · · Performance | |||||||||||||||||
| | | SummaryCompensationTable Total forPEO | | CompensationActually Paid toPEO | | AverageSummaryCompensationTable Total forNon-PEO NamedExecutive Officers | | AverageCompensationActually Paid toNon-PEO NamedExecutive Officers | | Value of InitialFixed $100InvestmentBased on CompanyTotal ShareholderReturn | | Value of Initial Fixed $100 Investment Based on Peer Group TSR | | Net Income(in millions) | | (Company Selected Measure)Adjusted EBITDA(in millions) | |
| Year | ($) 1 | ($) | ($) | ($) | ($) 2 | ($) 3 | | ($) 4 | | ($) 4 | |||||||
| 2024 | | 3,051,771 | | 13,502,646 | | 1,103,836 | | 3,226,151 | | 434.34 | | 164.00 | | 13.0 | | 62.8 | |
| 2023 | | 5,579,467 | | 16,588,667 | | 1,802,228 | | 3,152,819 | | 291.38 | | 141.04 | | 12.9 | | 57.7 | |
| 2022 | | 2,534,194 | 7,815,771 | 1,102,814 | | 1,355,688 | 167.82 | 109.47 | | 17.4 | | 42.2 | | ||||
| 2021 | 1,979,299 | 813,537 | 863,982 | 623,623 | 89.51 | | 120.29 | | 1.4 | | 25.0 | | |||||
| (1) | Mr. Gleason was our PEO for each of the fiscal years from 2021 through 2024. |
| (2) | The amount shown in the table reflects the cumulative change as of the end of the periods presented of an investment of $100 in our common stock as of December 31, 2020. |
| (3) | The amount shown in the table reflects the cumulative change as of the periods presented of an investment of $100 in the Standard and Poor’s 600 Small Cap Industrial Machinery Index as of December 31, 2020. |
| (4) | The dollar amounts reported in the “Net Income” column represent the amount of net income reflected in our consolidated audited financial statements for the applicable year. The dollar amounts reported in the “(Company Selected Measure) Adjusted EBITDA” column represent our Adjusted EBITDA for the applicable year. Adjusted EBITDA for purposes of our annual incentive program can be calculated from our audited financial statements as follows: Net income adjusted for the effects of amortization and earnout expenses, acquisition and integration expenses, restructuring expenses, asbestos litigation expense, depreciation, non-cash stock compensation expense, other expense, interest expense, income tax expense, and noncontrolling interest. Please refer to Appendix 1 to this Proxy Statement for reconciliation information relating to the non-GAAP measures presented herein. |
The amounts disclosed in the table above as Compensation Actually Paid to our PEO reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for our PEO:
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | TotalCompensation | | Less: Amountreported underthe "Stock Awards"column in the SCT | | Add: Fair valueas of fiscal year-endof awards grantedduring the fiscal yearthat are outstandingand unvested as of theend of the fiscal year | | Add: Change infair value as offiscal year-end,compared to priorfiscal year-end,of awards grantedin any prior fiscal yearthat are outstandingand unvested as of theend of the fiscal year | | Add: Change infair value as ofvesting date,compared to priorfiscal year-end, ofawards grantedin any prior fiscal yearfor which all vestingconditions weresatisfied atfiscal year-endor during the fiscal year | | Less: Fair Valueof Stockand Option AwardsForfeited during the Covered Year | | CompensationActually Paid | |
| Year | ($) | ($) 5 | ($) 6 | ($) 6 | ($) 6 | ($) | ($) | ||||||||
| 2024 | | 3,051,771 | | (1,627,505) | | 2,381,551 | | 9,078,368 | | 618,461 | | — | | 13,502,646 | |
| 2023 | | 5,579,467 | | (3,981,256) | | 9,263,076 | | 5,683,024 | | 44,356 | | — | | 16,588,667 | |
| 2022 | 2,534,194 | (1,059,469) | 2,998,546 | 3,466,653 | (124,153) | — | | 7,815,771 | |||||||
| 2021 | 1,979,299 | (1,126,112) | 740,325 | (582,097) | (197,878) | — | 813,537 | |
| | 2025 Proxy Statement | 35 |
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For the 2024 and 2023 fiscal years, our Non-PEO NEOs were: Mr. Johansson and Ms. Watkins-Asiyanbi. For the 2022 fiscal year, our Non-PEO NEOs were: Mr. Ramesh Nuggihalli, Mr. Johansson, and Mr. Matthew Eckl. For the 2021 fiscal year, our Non-PEO NEOs were: Mr. Nuggihalli and Mr. Eckl. The amounts disclosed in the table above as average Compensation Actually Paid to our Non-PEO NEOs reflect the adjustments listed in the tables below to the average amounts reported in the Summary Compensation Table for Non-PEO NEOs:
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | TotalCompensation | | Less: Amountreported underthe "Stock Awards"column in the SCT | | Add: Fair valueas of fiscal year-endof awards grantedduring the fiscal yearthat are outstandingand unvested as of theend of the fiscal year | | Add: Change infair value as offiscal year-end,compared to priorfiscal year-end,of awards grantedin any prior fiscal yearthat are outstandingand unvested as of theend of the fiscal year | | Add: Change infair value as ofvesting date,compared to priorfiscal year-end, ofawards grantedin any prior fiscal yearfor which all vestingconditions weresatisfied atfiscal year-endor during the fiscal year | | Less: Fair Valueof Stockand Option AwardsForfeited during the Covered Year | | CompensationActually Paid | |
| Year | ($) | ($) 5 | ($) 6 | ($) 6 | ($) 6 | ($) | ($) | ||||||||
| 2024 | | 1,103,836 | | (531,273) | | 690,879 | | 1,900,830 | | 61,879 | | — | | 3,226,151 | |
| 2023 | | 1,802,228 | | (988,631) | | 1,947,542 | | 381,466 | | 10,214 | | — | | 3,152,819 | |
| 2022 | 1,102,814 | (341,129) | 478,730 | 115,513 | 52,860 | (53,100) | 1,355,688 | ||||||||
| 2021 | 863,982 | (399,563) | 281,301 | (73,385) | 11,374 | | (60,086) | | 623,623 | |
| (5) | Reflects SCT reported change in “Stock Awards” column from the SCT and fair values of stock and option awards forfeited during the covered year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
| (6) | As of the end of the fiscal year-end, reflects the fair values awards granted during the fiscal year that are outstanding and unvested, the change in fair value compared to prior fiscal year-end of awards granted in any prior fiscal year that are outstanding, and the change in value as of the vesting date compared to prior fiscal year-end of awards granted in any prior fiscal year for which all vesting conditions were satisfied. |
Analysis of the Information Presented in the Pay Versus Performance Table
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s TSR, and the Peer Group TSR over the period covering fiscal years from 2021 through 2024. A large component of our executive compensation is equity-based to align compensation with performance, but also includes other appropriate incentives such as cash bonuses that are designed to incentivize our executives to achieve annual corporate goals. We believe the equity-based compensation strongly aligns our PEO and Non-PEO NEOs’ interests with those of our stockholders to maximize long-term value and encourages long-term employment.
| 36 | 2025 Proxy Statement | |
The following chart shows the relationship between Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our Non-PEO NEOs, our net income, and our adjusted EBITDA over the period covering fiscal years from 2021 through 2024.
Tabular List of Performance Measures
The following is a list of financial performance measures that the Company considers to be its most important financial performance measures to link compensation actually paid to its NEOs for the most recently completed fiscal year to performance of the Company.
| 1. | Adjusted EBITDA |
| 2. | Revenue |
| 3. | TSR |
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
| | 2025 Proxy Statement | 37 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.