VIRCO MFG CORPORATION
For the period ended Jan 31, 2024. Filed May 7, 2024.
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Jan 31, 2024 · Filed May 7, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following disclosure about the relationship between “compensation actually paid” for our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and certain financial performance of the Company. As a smaller reporting company we are permitted and have elected to provide scaled pay versus performance disclosure. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, please see above in this “Executive Compensation” section.
The following table presents the pay versus performance information for our Named Executive Officers. The amounts set forth below have been calculated in accordance with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC. Such amounts differ from compensation actually received by the individuals.
| FiscalYear | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Year-End Value of $100 Investment Based On Total Stockholder Return ($)(5) | Net Income (Loss)(thousand $)(6) |
|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
| 2024 | 557,027 | 581,827 | 513,889 | 538,689 | 436 | 21,910 |
| 2023 | 522,450 | 544,650 | 477,971 | 500,171 | 178 | 16,547 |
| 2022 | 341,139 | 351,099 | 340,091 | 319,568 | 108 | (15,136) |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Robert A. Virtue (our Chief Executive Officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Virtue, 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 Mr. Virtue during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Virtue’s Summary Compensation Table Total compensation for each year to determine the compensation actually paid. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
| PEO | ||||||
|---|---|---|---|---|---|---|
| 2022 · 2023 · 2024 | ||||||
| Summary Compensation Table Total | $341,139 | $522,450 | $557,027 | |||
| Less: | Stock Award Values Reported in Summary Compensation Table for the Covered Year | $0 | $0 | $0 | ||
| Plus: | Fair value of Equity Awards Granted During Covered Year | $0 | $0 | $0 | ||
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $3,520 | $15,440 | $28,320 | |||
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $6,440 | $6,760 | $(3,520) | |||
| Less: | Fair Value of Equity Awards Forfeited During Covered Year | $0 | $0 | $0 | ||
| Less: | Change in Pension Value Reported in Summary Compensation Table | $0 | $0 | $0 | ||
| Plus: | Pension Value Service Cost | $0 | $0 | $0 | ||
| Compensation Actually Paid | $351,099 | $544,650 | $581,827 | |||
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are Douglas A. Virtue and Robert E. Dose. |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs 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 NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below 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 Note (2). |
| Average of Non-PEO NEOs | |||||||
|---|---|---|---|---|---|---|---|
| 2022 · 2023 · 2024 | |||||||
| Summary Compensation Table Total | $340,091 | $477,971 | $513,889 | ||||
| Less: | Stock Award Values Reported in Summary Compensation Table for the Covered Year | $0 | $0 | $0 | |||
| Plus: | Fair value of Equity Awards Granted During Covered Year | $0 | $0 | $0 | |||
| Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $3,520 | $15,440 | $28,320 | ||||
| Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $6,440 | $6,760 | $(3,520) | ||||
| Less: | Fair Value of Equity Awards Forfeited During Covered Year | $0 | $0 | $0 | |||
| Less: | Change in Pension Value Reported in Summary Compensation Table | $(30,483) | $0 | $0 | |||
| Plus: | Pension Value Service Cost | $0 | $0 | $0 | |||
| Compensation Actually Paid | $319,568 | $500,171 | $538,689 | ||||
| (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) | The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year. |
Analysis of the Information Presented in the Pay Versus Performance Table
In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Net Income
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs to the Company’s net income over the three fiscal years presented in the table.
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs to the Company’s cumulative total stockholder return, or TSR, over the three fiscal years presented in the table.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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