PAY VERSUS PERFORMANCE TABLE
Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO named executive officers (“NEOs”), as noted below. “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Executive Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs.
|
Year (a) |
Summary Compensation Table Total for PEO (b) |
Compensation Actually Paid to PEO (c)(1)(2) |
PAY VERSUS PERFORMANCE |
Net Income (loss) |
Consolidated Adjusted Income Before Income Taxes (i)(4) |
|||
|
Average Summary Compensation Table Total for Non-PEO Named Executive Officers |
Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2) |
Value of Initial Fixed $100 Investment Based On: |
||||||
|
Total Shareholder Return (f)(3) |
Peer Group Total Shareholder Return (g)(3) |
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|
2025 |
$3,727,172 |
$3,541,956 |
$1,486,006 |
$1,424,935 |
$23,800,000 |
$35,300,000 |
||
|
2024 |
$5,880,378 |
$6,004,840 |
$1,702,660 |
$1,721,649 |
$31,800,000 |
$52,526,000 |
||
|
2023 |
$5,726,975 |
$10,204,842 |
$1,986,873 |
$2,885,214 |
$7,800,000 |
$47,300,000 |
||
|
2022 |
$3,983,924 |
$2,053,461 |
$1,281,790 |
$930,575 |
$(14,200,000) |
$25,600,000 |
||
|
2021 |
$6,177,464 |
$3,900,081 |
$1,430,325 |
$1,032,246 |
$(24,800,000) |
$(18,500,000) |
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| (1) | Matthew V. Crawford served as our principal executive officer (“PEO”) for the full year for each of 2025, 2024, 2023, 2022 and 2021. For 2025, 2024, 2023, 2022 and 2021, our non-PEO named executive officers (“NEOs”) were Patrick W. Fogarty and Robert D. Vilsack. |
| (2) | For 2025, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |
|
Matthew V. Crawford |
2025 |
|
Summary Compensation Table Total for PEO (column (b)) |
$3,727,172 |
|
- aggregate change in actuarial present value of pension benefits |
$18,234 |
|
+ service cost of pension benefits |
$8,083 |
|
+ prior service cost of pension benefits |
$0 |
|
- SCT “Stock Awards” column value |
$984,000 |
|
- SCT “Option Awards” column value |
$0 |
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
$1,256,400 |
|
+/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
-$906,100 |
|
+ vesting date fair value of equity awards granted and vested in the covered year |
$0 |
|
+/- the difference between the fair value as of the end of the prior fiscal year and the vesting date |
+$359,468 |
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
$0 |
|
+ dollar value of dividends/earnings paid on equity awards in the covered year |
$99,167 |
|
Compensation Actually Paid to PEO (column (c)) |
$3,541,956 |
|
AVERAGE FOR NON-PEO NEOS |
2025 |
|
Average SCT Total for Non-PEO NEOs (column (d)) |
$1,486,006 |
|
- aggregate change in actuarial present value of pension benefits |
$17,308 |
|
+ service cost of pension benefits |
$8,103 |
|
+ prior service cost of pension benefits |
$0 |
|
- SCT “Stock Awards” column value |
$410,000 |
|
- SCT “Option Awards” column value |
$0 |
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
$523,500 |
|
+/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
-$270,279 |
|
+ vesting date fair value of equity awards granted and vested in the covered year |
$0 |
|
+/- the difference between the fair value as of the end of the prior fiscal year and the vesting date |
+$79,340 |
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
$0 |
|
+ dollar value of dividends/earnings paid on equity awards in the covered year |
$25,573 |
|
Average Compensation Actually Paid to Non-PEO NEOs (column (e)) |
$1,424,935 |
| (3) | For each of 2025, 2024, 2023, 2022 and 2021, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 31, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end values of such investment as of the end of 2025, 2024, 2023, 2022 and 2021 as applicable. For purposes of this pay versus performance disclosure, our peer group is the NASDAQ U.S. Benchmark TR Index (U.S. companies) (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| (4) | Consolidated adjusted income before income taxes is calculated as described in the Executive Compensation Discussion and Analysis section above. |
|
Matthew V. Crawford |
2025 |
|
Summary Compensation Table Total for PEO (column (b)) |
$3,727,172 |
|
- aggregate change in actuarial present value of pension benefits |
$18,234 |
|
+ service cost of pension benefits |
$8,083 |
|
+ prior service cost of pension benefits |
$0 |
|
- SCT “Stock Awards” column value |
$984,000 |
|
- SCT “Option Awards” column value |
$0 |
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
$1,256,400 |
|
+/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
-$906,100 |
|
+ vesting date fair value of equity awards granted and vested in the covered year |
$0 |
|
+/- the difference between the fair value as of the end of the prior fiscal year and the vesting date |
+$359,468 |
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
$0 |
|
+ dollar value of dividends/earnings paid on equity awards in the covered year |
$99,167 |
|
Compensation Actually Paid to PEO (column (c)) |
$3,541,956 |
|
AVERAGE FOR NON-PEO NEOS |
2025 |
|
Average SCT Total for Non-PEO NEOs (column (d)) |
$1,486,006 |
|
- aggregate change in actuarial present value of pension benefits |
$17,308 |
|
+ service cost of pension benefits |
$8,103 |
|
+ prior service cost of pension benefits |
$0 |
|
- SCT “Stock Awards” column value |
$410,000 |
|
- SCT “Option Awards” column value |
$0 |
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
$523,500 |
|
+/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
-$270,279 |
|
+ vesting date fair value of equity awards granted and vested in the covered year |
$0 |
|
+/- the difference between the fair value as of the end of the prior fiscal year and the vesting date |
+$79,340 |
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
$0 |
|
+ dollar value of dividends/earnings paid on equity awards in the covered year |
$25,573 |
|
Average Compensation Actually Paid to Non-PEO NEOs (column (e)) |
$1,424,935 |
The following table lists the financial performance measure that we believe represents the most important and only financial performance measure we use to link compensation actually paid to our NEOs for fiscal 2025 to our performance:
|
Consolidated Adjusted Income Before Income Taxes |
| [1] | For 2025, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |
| [2] | Matthew V. Crawford served as our principal executive officer (“PEO”) for the full year for each of 2025, 2024, 2023, 2022 and 2021. For 2025, 2024, 2023, 2022 and 2021, our non-PEO named executive officers (“NEOs”) were Patrick W. Fogarty and Robert D. Vilsack. |
| [3] | For each of 2025, 2024, 2023, 2022 and 2021, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 31, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end values of such investment as of the end of 2025, 2024, 2023, 2022 and 2021 as applicable. For purposes of this pay versus performance disclosure, our peer group is the NASDAQ U.S. Benchmark TR Index (U.S. companies) (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| [4] | Consolidated adjusted income before income taxes is calculated as described in the Executive Compensation Discussion and Analysis section above. |