v3.25.2
Pay vs Performance Disclosure
 12 Months Ended
Mar. 02, 2025
USD ($)
Mar. 03, 2024
USD ($)
Feb. 26, 2023
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

In August 2022, the SEC adopted a new Pay Versus Performance (“PVP”) disclosure rule as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with the new rules is required for fiscal years ending on or after December 16, 2022. The final rules were codified under Item 402(v) of Regulation S-K (together with other official guidance, “Item 402(v)”) and require the Company to provide the following tabular and narrative disclosures.

Background

The following section has been prepared in accordance with the new PVP disclosure rule, which requires public companies to disclose information reflecting the relationship between a company’s financial performance and two newly defined terms, Compensation Actually Paid (“CAP”) and Average Compensation Actually Paid (“Average CAP”). The Company has calculated CAP and Average CAP in accordance with the PVP disclosure rule, which does not reflect the actual or average amount of compensation paid to, received by, or earned by our Principal Executive Officer (“PEO”) and our non-PEO NEOs during the applicable years.

To calculate the CAP for the PEO and the Average CAP for the non-PEO NEOs, adjustments are made to Total Compensation reported in the Summary Compensation Table for the applicable years. These adjustments are described in the tables below the PVP Table.

The Compensation Committee does not use CAP or Average CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the PVP Table to measure performance for incentive plan purposes.

Pay versus Performance Table

In accordance with the PVP disclosure rule, the following table sets forth (i) the total and average total compensation set forth in the Summary Compensation Table for the PEO and the non-PEO NEOs as a group, respectively; (ii) the total and average total CAP for the PEO and the non-PEO NEOs as a group (excluding the PEO), respectively; (iii) the Company’s cumulative total shareholder return TSR (“Cumulative TSR”) and the cumulative total shareholder return (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”), as determined in accordance with Item 402(v); and (iv) Net Income and Adjusted EBITDA, for the previous two fiscal years

 

Summary
Compensation
Table for
PEO(2)

  

Compensation
Actual
Paid to
PEO(3)

  

Average
Summary
Compensation
Table Total
for non-PEO
NEOs(2)

  

Average
Compensation
Actual Paid
to Non-PEO
NEOs(3)

  

Value of Initial Fixed $100
Investment Based on:

  

Net Income(5)

  

Adjusted
EBITDA(5)

Year

  

Total
Shareholder
Return(4)

  

Peer Group
Total
Shareholder
Return(4)

  

2025

  

$

303,255

  

$

166,554

 

  

$

240,841

  

$

219,779

  

$

125.74

  

$

191.88

  

$

5,882

  

$

11,649

2024

  

$

295,723

  

$

(38,877

)

  

$

307,182

  

$

245,100

  

$

113.90

  

$

130.44

  

$

7,473

  

$

10,989

2023

  

$

302,202

  

$

742,907

 

  

$

266,136

  

$

423,764

  

$

140.61

  

$

146.64

  

$

10,731

  

$

11,459

____________

The Company’s Total Shareholder Return reflected in the above table does not take into account the $2.43 per share of cash dividends paid by the Company during the three-year period described in the table. The Company has paid a total of $29.475 per share of cash dividends since the beginning of its 2005 fiscal year through the date of this Proxy Statement.

(1)      Brian E. Shore served as the Company’s PEO for the entirety of 2025, 2024 and 2023 fiscal years, and the Company’s other NEOs for the applicable years are as follows:

•        2025:    Mark A. Esquivel, Cory Nickel, Christopher Goldner and John Jamieson

•        2024:    P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel

•        2023:    P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel

(2)      Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Shore and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs.

(3)      To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Shore’s CAP and the non-PEO NEOs average CAP is set forth following the footnotes to this table.

(4)      Reflects the Company’s cumulative total shareholder return (“TSR”) and the Company’s Pay versus Performance (PVP) peer group’s cumulative TSR for each measurement period from March 1, 2020 through March 2, 2025. Dividends are assumed to be reinvested, and the returns of each company in the PVP peer group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on March 1, 2020, in each of the Company’s Common Stock and the common stocks comprising our PVP peer group. The Company’s PVP peer group is the same peer group used in the Stock Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K, the NASDAQ US Small Cap Aerospace and Defense Index. Historic stock price performance is not necessarily indicative of future stock price performance.

(5)      For 2025, the Company determined that Adjusted EBITDA continues to be viewed as a core driver of the Company’s performance and shareholder value creation.

Brian E. Shore

Year

  

Summary
Compensation
Table Total(a)

  

Less: Stock
Award
Values
reported in
SCT for the
applicable
year(b)

  

Plus: Year-end
Fair Value of
Stock Awards
granted in
applicable
year(c)

  

Change in
Fair Value of
outstanding
unvested stock
rewards(d)

  

Change in
Fair value of
stock awards
from prior
years granted
in applicable
year(e)

  

Less: Fair
value of
Stock
Awards
forefeited
during the
applicable
year(f)

  

Compensation
Actually
Paid(g)

2025

  

$

303,255

  

$

(97,800

)

  

$

106,200

  

$

(19,613

)

  

$

(82,588

)

  

$

(42,900

)

  

$

166,554

 

2024

  

$

295,723

  

$

(76,250

)

  

$

97,750

  

$

(64,950

)

  

$

(192,450

)

  

$

(98,700

)

  

$

(38,877

)

2023

  

$

302,202

  

$

(81,495

)

  

$

180,300

  

$

94,575

 

  

$

367,025

 

  

$

(119,700

)

  

$

742,907

 

Other NEOs (Average)

Year

  

Summary
Compensation
Table Total(a)

  

Less: Stock
Award
Values
reported in
SCT for the
applicable
year(b)

  

Plus: Year-end
Fair Value of
Stock Awards
granted in
applicable
year(c)

  

Change in
Fair Value of
outstanding
unvested stock
rewards(d)

  

Change in
Fair value of
stock awards
from prior
years granted
in applicable
year(e)

  

Less: Fair
value of
Stock
Awards
forefeited
during the
applicable
year(f)

  

Compensation
Actually
Paid(g)

2025

  

$

240,841

  

$

(35,860

)

  

$

39,160

  

$

(6,162

)

  

$

(17,944

)

  

$

(256

)

  

$

219,779

2024

  

$

307,182

  

$

(53,375

)

  

$

68,425

  

$

(18,591

)

  

$

(47,496

)

  

$

(11,045

)

  

$

245,100

2023

  

$

266,136

  

$

(41,653

)

  

$

92,153

  

$

41,562

 

  

$

87,425

 

  

$

(21,859

)

  

$

423,764

____________

(a)      Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts represent the average Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. For all fiscal years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustment under the PVP disclosure rule.

(b)      Represents the grant date fair value of the stock options granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(c)      Represents the fair value as of the indicated fiscal year end of the unvested stock options granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(d)      Represents the change in fair value during the indicated fiscal year of the outstanding, unvested stock options held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes as of the last day of the fiscal year.

(e)      Represents the fair value at vesting of the stock options that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(f)      Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock option that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(g)      Represents the fair value as of the last day of the prior fiscal year of the stock options that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(h)      See footnote 1 above for the NEOs included in the average for each year.

    
PEO Total Compensation Amount [1],[2] $ 303,255 $ 295,723 $ 302,202
PEO Actually Paid Compensation Amount [3] 166,554 (38,877) 742,907
Non-PEO NEO Average Total Compensation Amount [1] 240,841 307,182 266,136
Non-PEO NEO Average Compensation Actually Paid Amount [3] $ 219,779 245,100 423,764
Tabular List, Table

Tabular List of Performance Measures

The Company considers a number of key factors in evaluating compensation to be paid to the PEO and non-PEO NEOs, many of which are not quantifiable, including promotion of the Company’s culture, employee well-being and morale, customer satisfaction and the quality of customer relationships and the effectiveness in dealing with difficulties and challenges from outside factors not caused by the Company, including significant cost inflation, significant supply chain disruptions and workforce challenges resulting from what is described as “full employment” in the country’s workforce. In addition, below is a list of performance measures that, in the Company’s assessment, represent the most important financial performance measures used by the Company to evaluate compensation actually paid to the NEOs for Fiscal Year 2024.

•        Net Sales

•        Adjusted EBITDA

    
Total Shareholder Return Amount [4] $ 125.74 113.9 140.61
Peer Group Total Shareholder Return Amount [4] 191.88 130.44 146.64
Net Income (Loss) [5] $ 5,882 $ 7,473 $ 10,731
Company Selected Measure Amount [5] 11,649 10,989 11,459
PEO Name Mark A. Esquivel, Cory Nickel, Christopher Goldner and John Jamieson P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel
Measure:: 1      
Pay vs Performance Disclosure      
Name Net Sales    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Brian E. Shore [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount [6] $ 303,255 $ 295,723 $ 302,202
PEO Actually Paid Compensation Amount [7] 166,554 (38,877) 742,907
Brian E. Shore [Member] | Stock Award Values reported in SCT for the applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8] (97,800) (76,250) (81,495)
Brian E. Shore [Member] | Year-end Fair Value of Stock Awards granted in applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [9] 106,200 97,750 180,300
Brian E. Shore [Member] | Change in Fair Value of outstanding unvested stock rewards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [10] (19,613) (64,950) 94,575
Brian E. Shore [Member] | Change in Fair value of stock awards from prior years granted in applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [11] (82,588) (192,450) 367,025
Brian E. Shore [Member] | Fair value of Stock Awards forefeited during the applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [12] (42,900) (98,700) (119,700)
Non-PEO NEO | Stock Award Values reported in SCT for the applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8] (35,860) (53,375) (41,653)
Non-PEO NEO | Year-end Fair Value of Stock Awards granted in applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [9] 39,160 68,425 92,153
Non-PEO NEO | Change in Fair Value of outstanding unvested stock rewards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [10] (6,162) (18,591) 41,562
Non-PEO NEO | Change in Fair value of stock awards from prior years granted in applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [11] (17,944) (47,496) 87,425
Non-PEO NEO | Fair value of Stock Awards forefeited during the applicable year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [12] (256) (11,045) (21,859)
Non-PEO NEO | Summary Compensation Table Total [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [6] 240,841 307,182 266,136
Non-PEO NEO | Compensation Actually Paid [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7] $ 219,779 $ 245,100 $ 423,764
[1] Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Shore and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs.
[2] Brian E. Shore served as the Company’s PEO for the entirety of 2025, 2024 and 2023 fiscal years, and the Company’s other NEOs for the applicable years are as follows:

•        2025:    Mark A. Esquivel, Cory Nickel, Christopher Goldner and John Jamieson

•        2024:    P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel

•        2023:    P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel
[3] To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Shore’s CAP and the non-PEO NEOs average CAP is set forth following the footnotes to this table.
[4] Reflects the Company’s cumulative total shareholder return (“TSR”) and the Company’s Pay versus Performance (PVP) peer group’s cumulative TSR for each measurement period from March 1, 2020 through March 2, 2025. Dividends are assumed to be reinvested, and the returns of each company in the PVP peer group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on March 1, 2020, in each of the Company’s Common Stock and the common stocks comprising our PVP peer group. The Company’s PVP peer group is the same peer group used in the Stock Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K, the NASDAQ US Small Cap Aerospace and Defense Index. Historic stock price performance is not necessarily indicative of future stock price performance.
[5] For 2025, the Company determined that Adjusted EBITDA continues to be viewed as a core driver of the Company’s performance and shareholder value creation.

Brian E. Shore

Year

  

Summary
Compensation
Table Total(a)

  

Less: Stock
Award
Values
reported in
SCT for the
applicable
year(b)

  

Plus: Year-end
Fair Value of
Stock Awards
granted in
applicable
year(c)

  

Change in
Fair Value of
outstanding
unvested stock
rewards(d)

  

Change in
Fair value of
stock awards
from prior
years granted
in applicable
year(e)

  

Less: Fair
value of
Stock
Awards
forefeited
during the
applicable
year(f)

  

Compensation
Actually
Paid(g)

2025

  

$

303,255

  

$

(97,800

)

  

$

106,200

  

$

(19,613

)

  

$

(82,588

)

  

$

(42,900

)

  

$

166,554

 

2024

  

$

295,723

  

$

(76,250

)

  

$

97,750

  

$

(64,950

)

  

$

(192,450

)

  

$

(98,700

)

  

$

(38,877

)

2023

  

$

302,202

  

$

(81,495

)

  

$

180,300

  

$

94,575

 

  

$

367,025

 

  

$

(119,700

)

  

$

742,907

 

Other NEOs (Average)

Year

  

Summary
Compensation
Table Total(a)

  

Less: Stock
Award
Values
reported in
SCT for the
applicable
year(b)

  

Plus: Year-end
Fair Value of
Stock Awards
granted in
applicable
year(c)

  

Change in
Fair Value of
outstanding
unvested stock
rewards(d)

  

Change in
Fair value of
stock awards
from prior
years granted
in applicable
year(e)

  

Less: Fair
value of
Stock
Awards
forefeited
during the
applicable
year(f)

  

Compensation
Actually
Paid(g)

2025

  

$

240,841

  

$

(35,860

)

  

$

39,160

  

$

(6,162

)

  

$

(17,944

)

  

$

(256

)

  

$

219,779

2024

  

$

307,182

  

$

(53,375

)

  

$

68,425

  

$

(18,591

)

  

$

(47,496

)

  

$

(11,045

)

  

$

245,100

2023

  

$

266,136

  

$

(41,653

)

  

$

92,153

  

$

41,562

 

  

$

87,425

 

  

$

(21,859

)

  

$

423,764

____________

(a)      Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts represent the average Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. For all fiscal years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustment under the PVP disclosure rule.

(b)      Represents the grant date fair value of the stock options granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(c)      Represents the fair value as of the indicated fiscal year end of the unvested stock options granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(d)      Represents the change in fair value during the indicated fiscal year of the outstanding, unvested stock options held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes as of the last day of the fiscal year.

(e)      Represents the fair value at vesting of the stock options that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(f)      Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock option that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(g)      Represents the fair value as of the last day of the prior fiscal year of the stock options that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(h)      See footnote 1 above for the NEOs included in the average for each year.
[6] Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts represent the average Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. For all fiscal years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustment under the PVP disclosure rule.
[7] Represents the fair value as of the last day of the prior fiscal year of the stock options that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
[8] Represents the grant date fair value of the stock options granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
[9] Represents the fair value as of the indicated fiscal year end of the unvested stock options granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
[10] Represents the change in fair value during the indicated fiscal year of the outstanding, unvested stock options held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes as of the last day of the fiscal year.
[11] Represents the fair value at vesting of the stock options that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
[12] Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock option that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.