Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2025
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
2024 was a year of transformation at
In
Following a comprehensive search process that attracted many outstanding candidates, the Board enthusiastically appointed
Aaron started in January and, although he has only been in his new role a few months, he has already demonstrated a keen sense of urgency and a firm grasp of Myers' opportunities and its challenges. Aaron understands that the road ahead will not be without obstacles. However, he has shown throughout his career an ability to build and manage high performing businesses andcommunicate with the stakeholders in a sober and transparent manner. The Board and I are confident that he is the ideal person to lead Myers forward. As a sign of our faith in Aaron's leadership and the Company's potential, six of our directors (along with
Under Aaron's leadership, we are taking prompt action to accelerate Myers' ongoing transformation, further hone our strategic focus, capitalize on demand recovery and growth opportunities, and capture productivity and efficiency gains throughout the organization. We look forward to reporting on our progress on these and other initiatives over the coming quarters. Also, since our acquisition of
Along with the Board's actions in proactively effecting a change in executive leadership, we held six Board meetings in 2024, including our annual three day strategic meeting, and a total of 17 committee meetings. As part of our continuing education, the Board participated in an AI training session led by outside national experts. We also continued our annual review of the Company's talent and succession planning and oversight of the Company's enterprise risk management. Last year,
In the meantime, we intend to continue to seek and receive feedback from our shareholders as we have for the past nine years, offering to meet annually with each shareholder owning over 1% of our shares. We were gratified by the results of the "say on pay" advisory vote at last year's annual shareholder meeting, with 99% of the total shares voted being cast in favor of the proposal - we will continue to evaluate our compensation structure to help maintain alignment of management incentives with operating performance and long-term shareholder interests. Shareholders who wish to communicate with the Board may email us at [email protected]. We welcome your input, which we incorporate regularly into our deliberations on important topics.
As Myers enters its next chapter under new leadership, the Board remains active, engaged and focused on advancing the Company's transformation. We appreciate your continued support of the Company and our efforts to build long-term shareholder value.
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Sincerely, |
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Chairman of the Board |
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Dear Shareholders,
The Board of Directors of
If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.
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By Order of the Board of Directors, |
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President and Chief Executive Officer |
THE 2024 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:This Proxy Statement and the Company's 2024 Annual Report to Shareholders are available on
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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Date: |
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Time: |
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Location: |
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The live webcast of the meeting will be available on the |
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Record Date: |
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Items of Business
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1. To elect 8 directors, each to serve for a one year term until the next annual meeting of shareholders; |
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3. To ratify the appointment of |
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2. To approve, on an advisory basis, a resolution to approve the compensation of the Company's named executive officers; |
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4. To consider such other business as may be properly brought before the meeting or any adjournments thereof. |
The Board recommends that you vote "FOR" each of the director nominees included in Proposal Number 1 and "FOR" each of Proposal Numbers 2 and 3. The full text of these proposals is set forth in the accompanying Proxy Statement.
How to Vote
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By Telephone |
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By Internet |
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By Mail |
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Via Webcast or In Person |
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You may vote by calling 1-800-690-6903. |
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You may vote online atwww.proxyvote.com. |
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You may vote by completing and returning the enclosed proxy card. |
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All shareholders are cordially invited to attend the Annual Meeting via live webcast or in person. |
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PROXY STATEMENT SUMMARY
Below are the highlights of important information you will find in this Proxy Statement. As this is only a summary, we request you please review the full Proxy Statement before casting your vote.
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General Meeting Information |
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2025 Annual Meeting Date and Time |
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Place |
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In-person: Courtyard by Marriott, Online: The live webcast of the meeting will be available on the |
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Record Date |
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Voting |
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Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for the election of directors and one vote for each of the proposals to be voted on. |
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Voting Matters and Board Recommendations |
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Proposal |
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Voting Options |
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Board Recommendation |
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1.
Election of Directors
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"FOR" or "AGAINST" or "ABSTAIN" from voting with respect to each nominee |
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FOR EACH NOMINEE |
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2.
Advisory Vote to Approve Compensation of Named Executive Officers
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"FOR" or "AGAINST" or "ABSTAIN" from voting |
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FOR |
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3.
Ratification of Appointment of Independent Registered Public Accounting Firm
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"FOR" or "AGAINST" or "ABSTAIN" from voting |
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FOR |
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2025 Proxy Statement |i
PROXY STATEMENT SUMMARY(CONTINUED)
Business Highlights and Achievements
2024 was a year of transformation at
In
In late 2024, while our business faced challenges due to headwinds in certain end markets, our Board of Directors took decisive action to continue to position the Company for future growth and improved profitability by announcing a leadership transition and launching an executive search process. This successful search process resulted in the appointment of
On
Full Year 2024 Financial Highlights vs. Prior Year
We also announced on
The Company uses certain non-GAAP measures in this proxy statement. Adjusted operating income, adjusted earnings per share, and adjusted EBITDA are non-GAAP financial measures and are intended to serve as a supplement to results provided in accordance with accounting principles generally accepted in
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PROXY STATEMENT SUMMARY(CONTINUED)
Governance Highlights
Myers' commitment to sound corporate governance practices has been illustrated through a number of positive actions taken over recent years. We firmly believe that sound corporate governance is in the best interests of our shareholders and strengthens accountability within the organization. The following is a summary of our current sound governance practices:
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Annual Director Elections |
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Yes |
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Stock Ownership Guidelines |
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Yes |
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Independent Board Chair |
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Yes |
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Anti-Hedging and Anti-Pledging Policy |
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Yes |
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Non-employee Director Independence |
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100% |
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Code of Ethics and Business Conduct |
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Yes |
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Committee Independence |
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100% |
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Board Member Recruiting Guidelines |
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Yes |
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Number of Financial Experts |
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3 |
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Routine Executive Sessions of the Board |
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Yes |
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Board Gender Diversity |
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25% |
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Anonymous Reporting |
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Yes |
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Board and Committees Annual Self-Evaluations |
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Yes |
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Clawback Policy |
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Yes |
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Director Over-Boarding Policy |
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Yes |
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Proxy Access for Shareholder Nominations |
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Yes |
Director Nominees
You are being asked to vote on the election of the following director candidates. The candidates listed below are the 8 nominees recommended by the Corporate Governance Committee (the "Governance Committee") and approved by the
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Current Committee Memberships |
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Director Since |
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Experience |
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Independent |
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Audit |
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Compensation |
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Governance |
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63 |
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2021 |
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President, |
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Yes |
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73 |
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2018 |
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Former President, CEO and Executive Chairman of |
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Yes |
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Chair |
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77 |
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2011 |
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Former Executive Chairman and CEO, |
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Yes |
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65 |
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2021 |
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Former CEO, |
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Yes |
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Chair |
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2015 |
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Former Managing Director, Beach Investment Counsel |
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Yes |
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78 |
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2015 |
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Former Chairman of the Global Equity Division, |
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Yes |
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60 |
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2018 |
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Former Executive Vice President and Chief Financial Officer of |
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Yes |
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Chair |
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51 |
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2025 |
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President and CEO, |
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No |
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*As described in the Company's Current Report on Form 8-K filed on
2025 Proxy Statement |iii
PROXY STATEMENT SUMMARY(CONTINUED)
Board Overview
Myers has an experienced and effective Board focused on shareholder value creation. The Board is proposed to be comprised of 8 members, all of whom are independent other than
Composition
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PROXY STATEMENT SUMMARY(CONTINUED)
Qualifications
Shareholder Engagement
One of our key priorities is conducting robust engagement with our shareholders in order to provide transparency into our business and determine which issues are important to our shareholders. Participants in our engagement programs include executive management, members of the Board and
Engagement Highlights
We continue to evolve our corporate governance practices and our regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps to drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. In 2024, we reached out to our top 25 shareholders, representing more than 75% of shares owned, and we engaged with eight of those shareholders, with discussions including the following areas:
2025 Proxy Statement |v
PROXY STATEMENT SUMMARY(CONTINUED)
The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has continued its focus on enhancing sustainable business practices throughout our operations. Additionally, the
At any time during the year, shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines atwww.myersindustries.com.
Shareholders may contact any director, committee of the Board, non-management director or the Board through the following:
via
c/o Secretary
via e-mail at:
A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.
Executive Compensation Overview
Myers' executive compensation program, set forth by the CMD Committee, is designed to implement our executive pay philosophy to:
Compensation Practices
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What We Don't Do |
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Enter into Executive Employment Contracts |
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Limited Termination/Change in Control Severance Benefits |
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Grant Awards with Double Trigger Change in Control Provisions |
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Reprice Underwater Options |
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Impose Robust Stock Ownership Guidelines |
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Allow Cash Buyouts of Underwater Options |
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Retain an Independent Compensation Advisor |
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Permit |
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Offer Significant Executive Perquisites |
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Maintain a Clawback Policy |
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Allow Hedging or Pledging of Company Stock |
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Conduct Annual Risk Assessment of Compensation Programs |
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Provide Gross-ups on Severance Benefits |
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Use Different Metrics for Short- and Long-term Incentive Plans |
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PROXY STATEMENT SUMMARY(CONTINUED)
Elements of Compensation for 2024
Our 2024 executive compensation program was designed to reinforce the relationship between the interests of our named executive officers (or "NEOs") and our shareholders. The objectives and key characteristics of each element of our 2024 executive compensation plan designs are summarized below:
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Type of Pay & Form |
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Fixed |
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Base Pay (cash) |
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1 year |
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Compensation for job performance
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Recognizes individual skills, competencies, and experience
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Generally determined based on an individual's time in the position, experience, performance, future potential, external market conditions, and peer benchmarking
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May be influenced/changed as a result of changes in the executive's responsibilities, an assessment of annual performance, our financial management, and/or external market data relating to base pay practices of peers
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At Risk |
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Annual Bonus (cash) |
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1 year |
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Variable cash compensation with 100% tied to the achievement of annual corporate operational goals established by the CMD Committee each fiscal year to align with corporate strategic goals (for 2024, the Company's achievement of budgeted adjusted EBITDA)
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Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value
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Long-Term Incentives (60% performance stock units and 40% restricted stock units) |
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3 years |
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Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests consistent with strategic goals
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Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving long-term Company performance objectives designed to enhance shareholder value (for awards in 2024, the Company's three-year cumulative adjusted earnings per share, subject to a relative TSR modifier)
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Helps build executive stock ownership consistent with our stock ownership objectives
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Encourages retention of executive management team through multi-year vesting
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2025 Proxy Statement |vii
PROXY STATEMENT SUMMARY(CONTINUED)
2024 CEO and CFO Target Compensation Mix(1)
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MYERSINDUSTRIES,INC.
Proxy Statement
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Corporate Governance and Compensation Practices and Policies |
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PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |
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Our Strategy and Pay for Performance Approach to Executive Compensation |
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Timeline and Essential Components of Compensation Decision-Making |
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2025 Proxy Statement |1
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Parties Involved in Compensation Decision-Making |
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Compensation and Management Development Committee Interlocks and Insider Participation |
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Compensation and Management Development Committee Report on Executive Compensation |
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Severance Arrangements upon Termination Including Change in Control |
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Policies and Procedures with Respect to Related Party Transactions |
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Security Ownership of Certain Beneficial Owners and Management |
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PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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Matters Relating to the Independent Registered Public Accounting Firm |
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Appendix A - Reconciliation of non-GAAP Financial Measures |
A- |
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Corporate Governance and Compensation Practices and Policies
The Board is committed to maintaining sound corporate governance and a compensation structure that promotes the best interests of our shareholders.
Corporate Governance Guidelines
The Company has adopted "Corporate Governance Guidelines" and a "Code of Business Conduct and Ethics" for the Company's directors, officers and employees. Each of our corporate governance policies is available on the "Corporate Governance" page accessed from the "Investor Relations" page of our website atwww.myersindustries.com.
Corporate Governance and Compensation Practices
Shareholder Outreach
Myers continues to strengthen our corporate governance practices, including regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps to drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. As part of this shareholder outreach, Myers contacted our top 25 shareholders, representing more than 75% of shares owned. Myers also attended three investor conferences and one non-deal roadshow in meeting and presenting the Myers story to current and potential shareholders. Additionally, we met with multiple different interested investors who currently do not hold a Myers position, converting at least one of these potential investors into a Myers shareholder. Along with a Company and financial overview, topics in these meetings included discussions on Board governance and oversight of strategy, executive compensation, ERM, capital allocation priorities, end market trends and growth strategies, sustainability, and Board composition and continuing education. Regarding sustainability, investors were particularly interested in discussing the recyclability of Myers' products and the opportunity for Myers to replace existing incumbent products that are not recyclable in many of our end markets. Myers also hired a new lead for
Annual Elections
In accordance with best governance practices, all of our directors are elected annually.
Independent Board Chair
Board and Committee Independence
2025 Proxy Statement |3
In connection with the Board's determination regarding the independence of each non-management director and nominee, the Board considered any transactions, relationships and arrangements as required by our independence guidelines. In particular, the Board considered the following relationships:
Proxy Access
Section 13 of Article I of our Amended and Restated Regulations ("Regulations") includes proxy access provisions for certain shareholder nominations of directors. The provision provides proxy access for certain director nominations (i) of up to the greater of two persons or 20% of the number of directors on our current Board, (ii) by a shareholder or by a group of not more than 20 shareholders, (iii) owning at least three percent of the outstanding shares of common stock of the Company continuously for at least three years, (iv) pursuant to notice received no earlier than 120 days and no later than 90 days before the anniversary of the previous year's Annual Meeting of Shareholders, and (v) containing information required by Section 13 of our Regulations.
Over-Boarding Policy
The Company has adopted a policy that the maximum number of public company boards on which a non-CEO director may sit is five (including our Board) and the maximum number of public company boards on which a CEO director may sit is three (including our Board).
Board Role in Risk Oversight
The Board annually reviews the Company's strategic plan, which addresses, among other things, the Company's risks and opportunities. Certain areas of oversight are delegated to the relevant Committees of the Board and the Committees regularly report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Management annually conducts enterprise-wide risk assessments of the Company and each of its business segments and regularly updates the Board on the Company's processes relating to enterprise risk management ("ERM"). The focus of management's assessment includes a review of strategic, financial, operational, compliance, cybersecurity, reputational and technology ("IT'') objectives and risks for the Company. In addition:
Each committee also considers the reputational risk implicated by the oversight responsibilities described above.
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Cybersecurity Oversight and Measures
In connection with the annual ERM updates by management, the Audit Committee and full Board review cybersecurity risks and objectives, including the Company's programs to monitor, identify and mitigate cybersecurity risks. The Company takes cybersecurity threats seriously, including regular reassessment of cybersecurity risks both internally and with third parties and updates to the Board at least annually. The Company's information security management system is based upon the
The Board and the Audit Committee regularly receive reports and training from management and third parties on cybersecurity matters, as part of the Company's overall enterprise risk management program and oversight thereof. Management is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation. Company IT personnel have the appropriate expertise in IT and cybersecurity, which generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience. Company cybersecurity personnel monitor the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above. Incidents, if any, are escalated to management and the Board according to the Company's incident response policy.
Clawback Policy
The Company maintains a Clawback Policy, as required by Section 303A.14 of the NYSE Listed Company Manual, that provides for the recovery of "erroneously awarded" incentive based compensation if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the CMD Committee and applies to current and former executive officers as described in the Clawback Policy.
Succession Planning
Our Board, in coordination with the Governance Committee, oversees succession planning for the CEO and other officers of the Company. As part of its succession planning oversight, the Board reviews the executive leadership team's experience, skills, competence and potential, to help assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and execute the Company's strategic vision.
Stock Ownership Guidelines
The Company maintains Stock Ownership Guidelines under which officers designated as executive officers and non-employee directors are expected to hold a specified amount of our common stock. These expectations are as follows:
The executive officers and non-employee directors have five years from the date they become subject to the guidelines to attain the ownership requirement. Our Stock Ownership Guidelines are available on the "Corporate Governance" page accessed from the "Investor Relations" page of the Company's website atwww.myersindustries.com.
Anti-Hedging and Pledging Policy
The Company prohibits directors, officers and employees from engaging in any hedging or pledging transactions with respect to Company shares.
Board Member Recruiting Guidelines
The Company's Board Member Recruiting Guidelines outline the process for nominating potential director candidates for consideration by the Governance Committee. These recruiting guidelines are available on the "Corporate Governance" page accessed from the "Investor Relations" page of the Company's website atwww.myersindustries.com.
2025 Proxy Statement |5
Executive Sessions of the Board and Committees
The Board has a policy requiring the independent directors, both as to the Board and Committees, to meet regularly in executive session without any management personnel or employee directors present. During 2024, the Board and each Committee met regularly in executive session at each of their respective meetings.
Presiding Directors
The Chair of each Committee of the Board acted as the Presiding Director for each Committee executive session.
Anonymous Reporting and Toll-Free Hotline
The Audit Committee maintains procedures, including a worldwide telephone and web-based "hotline," which allows employees and interested parties to report any financial or other concerns anonymously. The Company maintains the hotline for receiving, retaining and addressing complaints from any interested party regarding accounting, internal accounting controls and auditing matters, and procedures for the anonymous submission of these concerns. The hotline is maintained by an independent third party and is available worldwide, 24 hours a day, seven days a week. The hotline is available by phone by dialing from an outside line in
Code of Ethics
We recently amended and restated our Code of Ethics and Business Conduct (the "Code"), which also incorporates a Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. This Code embodies our firm commitment to ethical and legal business practices and helps ensure that we promote integrity throughout all aspects of our Company. It provides clear guidelines regarding how we approach important issues and decisions that may arise as we strive to provide the best service to our customers and the best work environment for our employees. It also confirms our Board's expectation that all of our officers, directors and other members of our workforce act ethically and fully comply with all of our corporate policies at all times. The Code is available on the "Corporate Governance" page accessed from the "Investor Relations" page on our website atwww.myersindustries.com.
Annual Board and Committee Evaluations
The Board and each Committee of the Board conduct annual assessments to evaluate whether the Board and its Committees are functioning effectively. In 2021, 2023, and 2024 self-assessments were conducted with the assistance of independent outside counsel and the results were reviewed with individual directors, each Committee, and the Board. In 2022, the evaluation process was conducted by an independent consultant and feedback was provided to the Board. The Board intends to continue to utilize this independent consultant evaluation process every third calendar year.
Shareholder Communication with Directors
Our Board provides the following methods for interested parties and shareholders to send communications to a director, to a Committee of the Board, to the non-management directors, or to the Board.
Interested parties may send written communications by e-mail to [email protected] or by mail or courier delivery addressed as follows:
Board of Directors (or Committee Chair, Director or Non-Management Directors, as the case may be)
c/o Secretary
6|
All communications directed to the "Board of Directors" or to the "Non-Management Directors" will be forwarded unopened or unread to the Chair of the Governance Committee. The Chair of the Governance Committee in tudetermines whether the communications should be forwarded to the appropriate members of the Board and, if so, forwards them accordingly. For communications addressed to a particular director or the Chair of a particular Committee of the Board, however, the Secretary will forward those communications, unopened or unread, directly to the person or Committee Chair in question.
Any interested party may also contact a director, a Committee of the Board, the non-management directors, or the Board through the Company's toll-free hotline at (877) 285-4145 or via the internet atmyersindustries.ethicspoint.com.
Sustainability
To Myers, the term "Sustainability" encompasses our commitments to the environment, to protecting and supporting our employees and the communities where we operate, and to good corporate governance practices which directly impact our performance and value. We organize our efforts under the Sustainability pillars of Products, Planet, and People, which are supported by a strong foundation of Governance, Ethics and Integrity, to help guide our work and manage material impacts.
Myers Sustainability Pillars
We continue to goveand manage Myers Sustainability impacts and opportunities through our internal Sustainability Committee. The cross-functional team of senior and executive leaders is responsible for establishing key metrics, goals, and reporting standards across the Company. The Sustainability Committee meets regularly and reports to the CEO and Board at least annually on material Sustainability impacts and opportunities. Myers updates, as needed, its Sustainability Committee charter, which outlines its purpose, guiding principles, accountability and governance, membership, priorities, responsibilities, and meeting cadence. We are happy to report we have three new members from the business in 2024 so the Sustainability Committee can capture a well-rounded view of Myers' Sustainability initiatives and their impact at the business level. We also continue to make enhancements to our health and safety management system to support our people and advance our positive safety culture.
We will be publishing our fourth Sustainability Report in
In 2024,
2025 Proxy Statement |7
We will also be aligning our reporting to the
Please review our 2024 Sustainability Report for updates on our Sustainability progress when it is published in late
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Products |
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Myers manufactures high-quality plastic containers andmats that deliver solutions and protect customer investments in a manner that helps drive the circular economy. •
Commitment to Sustainability:Myers continues integrating recyclability, reusability, and waste reduction into its operations, reinforcing its role in the circular economy. The 2024 Chep Regrind Initiative, for example, supports closed-loop recycling and has reduced CO₂emissions by 30% for one of the Company's customers.
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Regrind Achievements:The Company projects a 5% YoY increase in regrind use, surpassing 14 million pounds in 2024.
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Enhanced Performance:
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Planet |
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Myers is constantly evaluating its energy-dependent equipment and will implement equipment upgrades to promote more efficiency. The Company's manufacturing process use minimal water and produces negligible hazardous chemicals. •
Energy-Efficient Upgrades:Myers invested in energy-saving technologies across multiple sites, such as servo motors, LED lighting, and energy monitoring tools, resulting in substantial cost savings.
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Emissions Reductions:
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Waste & Recycling Initiatives:Myers' expanded recycling programs recovered 1.2 million lbs. of post-industrial recyclable material (
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People |
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Myers' top priority remains the safety of its employees and communities. We continuously and tirelessly work to improve safety measures and increase efficiency for our employees. •
A
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Prioritizing Safety and Well-Being:Providing monthly safety trainings and multilingual safety resources, as well as expanding the Early Intervention Program, has supported the Company's safety efforts.
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Empowering People and Communities:Expanded benefits (parental leave, wellness support), a new leadership program with FranklinCovey, and company-wide town halls have strengthened employee engagement. Myers has also strengthened community ties by providing materials and resources for disaster relief efforts and engaging in volunteer activities with local non-profit organizations.
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Principles |
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Myers continues to demonstrate its commitment to the highest principles of Governance, Ethics and Integrity: •
Strong Governance and Oversight:We strengthened our policies and maintained corporate governance best practices in 2024, while continuing to promote transparency and accountability.
•
Commitment to Ethics and Integrity:Myers updated its Code of Ethics and Business Conduct in 2024 (the Code) by adding new policies, strengthening existing policies and reinforcing our commitment to a strong Ethics program. Myers communicated this commitment to its employees by translating the Code into seven (7) languages, offering in-person and online training, and making sure on-site training for hourly personnel was offered in English and Spanish.
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Enhanced Cybersecurity Measures:Myers launched mandatory cybersecurity training, weekly phishing tests, and CMMC2 Level 2 preparation while maintaining rigorous external/internal security testing.
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Board governance highlights
We continue to evolve our best-in-class corporate governance practices which include regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. In 2024, we reached out to our top 25 shareholders representing more than 75% of shares owned and engaged with eight of those shareholders, with discussions including Board governance and oversight of strategy, our executive compensation practices, and other currently evolving topics such as enterprise risk management and sustainability.
During the year, the Board held formal educational sessions on cybersecurity and current best practices in corporate governance, all led by outside advisors. The Board also annually engages in an evaluation process, utilizing a self-assessment process coordinated by independent outside counsel or, every third year, engaging an outside independent party to conduct an evaluation process.
The Board continues to emphasize recruitment and refreshment. Two of our seven independent director nominees are women, we have diverse representation on the Board, and only one of our directors has served over 10 years.
We were also gratified by the results of the "say on pay" vote at last year's annual meeting, with more than 99% of the total shares voted cast in favor of the proposal.
2025 Proxy Statement |9
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Nominees
Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board. Each of the below nominees has consented:
If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement.
Each of the following nominees is unanimously recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES
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Age |
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Director Since |
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Independent |
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Occupation |
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63 |
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2021 |
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Yes |
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President, |
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73 |
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2018 |
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Yes |
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Former President, CEO and Executive Chairman of |
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77 |
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2011 |
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Yes |
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Former Executive Chairman and CEO, |
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65 |
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2021 |
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Yes |
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Former CEO, |
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61 |
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2015 |
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Yes |
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Former Managing Director, Beach Investment Counsel |
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78 |
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2015 |
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Yes |
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Former Chairman of Global Equity Division, |
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60 |
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2018 |
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Yes |
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Former EVP and CFO of |
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51 |
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2025 |
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No |
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President and CEO of |
*As described in the Company's Current Report on Form 8-K filed on
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NOMINEE INFORMATION
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Age: 63 Director since: 2021
Committees: Audit Governance
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Business Experience: |
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President, |
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Former Executive Vice President and Chief Operating Officer, former Chief Transformation Officer and former Chief Administrative Officer of |
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Current and Former Directorships: |
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Director of |
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Director of |
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Director of |
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Advisory director of |
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Director of |
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Former director of Reveleer, a software platform company for health plans and providers |
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Former director of |
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Former director and Chair of |
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Former director of |
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Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services |
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Leadership of enterprise wide operating platform and cultural transformation |
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Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives |
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2025 Proxy Statement |11
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RONALD M. DE FEO Age: 73 Director since: 2018 Committees: CMD (Chair)
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Business Experience: |
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Founding partner of |
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Former President, Chief Executive Officer, and Executive Chairman of |
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Former Chief Executive Officer of |
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Various marketing and leadership positions at |
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Director of |
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Supervisory board of DLL, a financial services company owned by |
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Trustee for |
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Former Executive Chairman and director of |
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Former Chairman and director of |
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Skills and Expertise: |
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Over 20 years of senior management and industrial experience |
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Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing |
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Age: 77 Director since: 2011 Committees: Audit Governance
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Business Experience: |
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Former Executive Chairman and Chief Executive Officer of |
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Former Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents |
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Former Chairman and Chief Executive Officer of |
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Former President of |
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Former Chairman, President and CEO of |
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Former director of |
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Extensive experience in acquisition, joint venture, and market development |
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Extensive experience in broad scale plastics manufacturing, as well as consumer and distribution businesses |
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Experience with best practices on public company boards, particularly in governance, compensation and leadership |
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Extensive financial experience, qualified as an "audit committee financial expert" |
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Age: 65 Director since: 2021
Committees: CMD
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Business Experience: |
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Former CEO, |
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Former CEO of JAM Distributing, a market leading distributor of high performance lubricants and fuels |
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Long multinational career at Air Products, a leading global producer of industrial gases, including roles as Chief Technology Officer, Vice President of Global Packaged Gases, Vice President of Corporate Development and Vice President Chemicals Asia |
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Current and Former Directorships: |
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Director of |
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CEO, Trustee, Council for Economic Development of |
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Director of Crete Mechanical, a privately-held mechanical services company |
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Former Executive Member, Board of Directors of |
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Former Executive Member, Board of Directors |
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Member of |
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Former director, |
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Skills and Expertise: |
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Strategic view - deep expertise and experience in defining strategic direction |
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Extensive experience in mergers/acquisitions and corporate transformations, executed and successfully integrated multiple acquisitions around the world and redirected and improved businesses for both private and public companies |
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Deep understanding of the roles of R&D and Innovation Technology in business development and corporate success from leadership roles |
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Global supply chain experience having directly led multiple global manufacturing and distribution businesses |
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Strong focus on people development, role of culture/inclusion in company success and the importance of strong communication |
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2025 Proxy Statement |13
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Age: 61 Director since: 2015
Board Chair
Committees: Audit CMD Governance
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Business Experience: |
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Former Managing Director, Beach Investment Counsel |
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Former President and CEO of Roundwood Asset Management, a subsidiary managing public equities for |
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Former President and Founder, |
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Former Partner and Portfolio Manager for |
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Director of |
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Director of |
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Director of |
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Director of MuxIP, unlisted software company serving media companies, since 2020 |
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Former director of The Pep Boys, a nationwide auto parts retailer |
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Former director of |
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Former director of |
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Former Vice President of |
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Former director of |
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Skills and Expertise: |
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Vast financial, strategic, executive and investment experience working with companies in a wide range of industries |
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Experience in corporate governance and corporate and non-profit board service |
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Experience working effectively with management teams, analyzing strategic options, and communicating with various constituencies |
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Extensive financial experience, qualified as an "audit committee financial expert" |
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Age: 78 Director since: 2015
Committees: CMD Governance
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Business Experience: |
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Former Chairman of the Global Equity Division, |
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Former Co-Head of the Global Institutional Equity Division, |
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Director of |
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Director of |
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Director of |
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Director of |
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Former Director of |
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Former director and Chair of |
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Former director of The Pep Boys, a nationwide auto parts retailer |
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Former member of various boards including an electric utility, an electricity transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, two universities (one as chair) and America's oldest conservation organization (chair) |
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Skills and Expertise: |
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Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations |
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Extensive executive and investment experience |
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Age: 60 Director since: 2018
Committees: Audit (Chair)
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Business Experience: |
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Former Executive Vice President and Chief Financial Officer of |
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Former Vice President of Finance of FedEx Services |
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Former Vice President and Chief Financial Officer of |
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Former Vice President of Finance and |
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Director of |
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Director of |
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Director of Tailwind National Trench Safety, a private national provider of trench shoring and safety solutions |
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Former director of PS Logistics, a private flatbed transportation solutions provider |
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Former director of |
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Former director of Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms |
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Skills and Expertise: |
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Extensive experience with strategic and financial management and leadership of overall company performance |
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Extensive financial and accounting experience, qualified as an "audit committee financial expert" |
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2025 Proxy Statement |15
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Age: 51 Director since: 2025
Committees:None
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Principal Occupation: President, Chief Executive Officer, and Director of |
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Business Experience: |
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Former Group President of Agriculture and Chief Strategy Officer of |
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Former Group President of |
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Former General Manager of |
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Former design and manufacturing engineer at Orbit |
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Former director of |
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Substantial experience building and managing high performing businesses, including his extensive experience creating value and growth at Valmont |
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Significant experience in company growth, including through his role in establishing Orbit's green-field manufacturing sites in |
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Long-term global strategist and substantial acquisition experience entering into new markets and realigning global assets and supply chains, including working experience in six continents |
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Experience in business evolution and innovation, including investing in new products and technologies such as artificial intelligence and sustainability solutions |
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16|
Until 2020,
There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.
Required Vote and Board Recommendation
Under
The Board of Directors unanimously recommends that you vote "FOR" each of the director nominees listed above.
2025 Proxy Statement |17
Nominating Process
The Governance Committee reviews and evaluates individuals for nomination to stand for election as a director who are recommended to the Committee: in writing by any of our shareholders or by our current or past directors, executive officers, or identified by professional search firms retained by the Governance Committee.
Recruiting Guidelines and Director Qualifications
The Company's Board Member Recruiting Guidelines outline the process for the Governance Committee to recruit and evaluate potential director candidates. These guidelines are available on the "Corporate Governance" page accessed from the "Investor Relations" page of the Company's website atwww.myersindustries.com.In considering these potential candidates for nomination to stand for election, the Governance Committee will consider:
The Governance Committee endeavors to select nominees that contribute unique skills and professional experiences in order to advance the performance of the Board and establish a well-rounded Board with diverse views that reflect the interests of our shareholders. The Governance Committee considers diversity as one of a number of factors in identifying nominees for directors; however, there is no formal policy in this regard. The Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender. The current composition of our Board includes two directors who are female and one director who is an under-represented minority, based on voluntary self-identification of gender identity and other demographics.
When considering an individual candidate's suitability for the Board, the Governance Committee will evaluate each individual on a case-by-case basis. The Governance Committee does not prescribe minimum qualifications or standards for directors; however, the Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of the Company. In addition, the Governance Committee will review the extent of the candidate's demonstrated excellence and success in his or her chosen business, profession, or other career and the skills and talents that the candidate would be expected to add to the Board. The Governance Committee may choose, in individual cases, to conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board's then-current needs, the merits of that candidate and the qualifications of other available candidates.
Shareholder Recommendation Policy
The Governance Committee will consider individuals for nomination to stand for election as a director who are recommended to it in writing by any of our shareholders that strictly follow the below procedures. Shareholders making recommendations for directors must:
18|
Shareholder Nomination Policy
In accordance with our Regulations, a shareholder may directly nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Secretary not less than 90 days nor more than 120 days prior to the one year anniversary date of the immediately preceding Annual Meeting of shareholders. In the event that the Annual Meeting is called for a date that is not within 60 days before or after such anniversary date, notice by a shareholder, in order to be timely, must be received no later than the close of business on the tenth day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A shareholder wishing to directly nominate an individual to serve as a director must follow the procedure outlined in Article I, Section 12 of our Regulations, titled "
Shareholder Proxy Access
In accordance with our Regulations, a shareholder may also request that the Company include in its proxy statement in which it solicits proxies with respect to the election of directors at an Annual Meeting of shareholders, any person nominated for election (a "Shareholder Nominee") to the Board by a shareholder or by a group of not more than 20 Shareholders that (i) satisfies the requirements of Section 13 of our Regulations (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an "Eligible Shareholder"), and (ii) expressly requests in the notice required by such Section 13 to have the Shareholder Nominee included in the Company's proxy materials pursuant to such Section 13. The information that the Company will include in its proxy statement is the information provided by the Eligible Shareholder to the secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company's proxy statement by the regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee's candidacy (the "Statement"). The Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. The Company will not be required pursuant to Section 13 to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of Shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at such meeting other than Shareholder Nominees or nominees of the Board.
The Company will be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting only if the notice of the nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the secretary of the Company no earlier than 120 days and no later than 90 days before the anniversary of the date of the previous year's Annual Meeting of Shareholders; provided, however, that if the Company did not hold an Annual Meeting during the previous year, or if the date of the Annual Meeting has changed by more than 30 calendar days from the previous year's date, or if the Company is holding a Special Meeting of shareholders or conducting an election of directors by written consent in lieu of an Annual Meeting, then the Eligible Shareholder must deliver the notice a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.
The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting generally shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company's Board rounded to the closest whole number below 20%.
2025 Proxy Statement |19
Board Committees and Meetings
There were a total of six regularly scheduled and special meetings of the Board in 2024. During 2024, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. All of our directors and nominees attended our 2024 Annual Meeting. Although we do not have a formal policy requiring directors to attend the Annual Meeting, our directors are encouraged to attend, and to do so in person when permissible.
BoardCommittees
The Board has three standing committees: the Audit Committee, the CMD Committee, and the Governance Committee. Set forth below are the committee memberships as of the date of this Proxy Statement.
|
Director |
|
|
Audit Committee |
|
|
CMD Committee |
|
|
Governance Committee |
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|
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|
• |
|
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|
• |
|
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|
|
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|
Chair |
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|
||
|
|
|
|
• |
|
|
|
|
• |
|
|
|
|
|
|
|
• |
|
|
Chair |
|
|
|
|
|
• |
|
|
• |
|
|
• |
|
|
|
|
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|
• |
|
|
• |
|
|
|
|
|
Chair |
|
|
|
|
In addition to these standing committees, the Board has established from time to time, and may establish in the future, special committees to address particular matters.
Audit Committee
|
5 Meetings Held in 2024 |
The Audit Committee assists our Board in the oversight and integrity of our financial statements and enterprise risk management, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures. The Board determined that based on their extensive financial background and expertise
Audit Committee Functions:
See the Audit Committee Report for further information regarding the Audit Committee's activities.
20|
Compensationand Management Development Committee
|
8 Meetings Held in 2024 |
The CMD Committee administers our executive compensation programs and determines, either as a committee or together with the other independent board members, annual base salaries and incentive compensation awards for our executive officers.
CMD Committee Functions:
Corporate Governance Committee
|
4 Meetings Held in 2024 |
The Governance Committee assists the Board in developing and implementing corporate governance guidelines, identifying potential director candidates, determining the size and composition of our Board and its committees, evaluating the overall effectiveness of our Board, and the Board's oversight of the Company's ESG management.
Governance Committee Functions:
Committee Charters and Policies
The Board has adopted written charters for each of the Audit Committee, the CMD Committee, and the Governance Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the
2025 Proxy Statement |21
Director Compensation
The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company's shareholders.
In addition to the compensation provided to our non-employee directors, which is described below, our Regulations provide that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have also entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.
2024Non-Employee Director Compensation
The Company's non-employee director compensation program maintained in 2024 reflected the recommendations of the CMD Committee's compensation consultant based on the consultant's assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company's non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board.
The Company's non-employee director compensation program includes an annual cash retainer and an equity-based award. Directors who are employees of the Company do not receive either an annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity-based award is granted for directors' upcoming year of service subject to vesting at the following year's Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves.
In 2024, each non-employee director received an annual cash retainer of
|
Compensation Type |
Director Compensation |
||||
|
Annual Cash Retainer |
|
$ |
100,000 |
||
|
Annual Equity Based Award |
|
$ |
100,000 |
||
|
Supplemental Annual Cash Retainer |
|
||||
|
Chair of Audit Committee |
|
$ |
17,500 |
||
|
Chair of CMD Committee |
|
$ |
12,500 |
||
|
Chair of Governance Committee |
|
$ |
10,000 |
||
|
Chair of Board(1) |
|
$ |
90,000 |
||
|
Ad-Hoc Committee Members(2) |
|
$ |
10,000 |
||
|
Ad- |
|
$ |
15,000 |
||
22|
The following table shows all compensation paid to non-employee directors for their service during 2024:
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2024
|
|
Fees Earned |
Stock |
Non-Equity |
Change in |
All Other |
Total |
|||||||||||||||||||||||||||||
|
|
$ |
100,000 |
$ |
77,939 |
- |
- |
- |
$ |
177,939 |
||||||||||||||||||||||||||
|
|
$ |
112,500 |
$ |
77,939 |
- |
- |
- |
$ |
190,439 |
||||||||||||||||||||||||||
|
|
$ |
100,000 |
$ |
77,939 |
- |
- |
- |
$ |
177,939 |
||||||||||||||||||||||||||
|
|
$ |
110,000 |
$ |
77,939 |
- |
- |
- |
$ |
187,939 |
||||||||||||||||||||||||||
|
|
$ |
190,000 |
$ |
77,939 |
- |
- |
- |
$ |
267,939 |
||||||||||||||||||||||||||
|
|
$ |
100,000 |
$ |
77,939 |
- |
- |
- |
$ |
177,939 |
||||||||||||||||||||||||||
|
|
$ |
117,500 |
$ |
77,939 |
- |
- |
- |
$ |
195,439 |
||||||||||||||||||||||||||
2025 Proxy Statement |23
PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
In accordance with Exchange Act Rule 14a-21(a), we provide our shareholders with the opportunity to cast an annual advisory vote ("Say-on-Pay") on the compensation of our named executive officers ("NEOs"). The CMD Committee has designed our executive compensation program (as described further in the Compensation Discussion & Analysis ("CD&A") and tabular compensation disclosures of this Proxy Statement) principally as follows:
|
|
Executive Compensation Objectives |
|
Executive Compensation Elements |
|
|
|
•
Provide competitive compensation packages to attract, retain and reward talented and experienced executives and other key employees whose knowledge, skills and performance are crucial to our success
|
|
•
Base salary
•
Annual cash bonus opportunities
•
Long-term incentives, including equity based performance and service based awards
•
Benefits
|
|
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|
||||
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||||
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|
||||
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|
|
||
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|
•
Align our executives with shareholders to help ensure that the compensation paid to our executive officers (1) correlates with financial performance ("pay for performance") and (2) motivates our executive officers to achieve short-term and long-term Company goals intended to increase shareholder value. Our objective is to motivate our executive officers to achieve short-term and long-term Company goals by providing:
o
Short-term annual incentives with bonuses based on objective goals focused on operating performance
o
Long-term incentives that reward achievement of long-term strategic initiatives through the use of performance based stock units and service-based equity awards
|
|
•
Annual cash bonus opportunities
•
Long-term incentives, including equity based performance and service based awards
|
|
|
|
||||
|
|
|
|||
|
|
|
Result of 2024 Advisory Vote on Executive Compensation
At our 2024 Annual Meeting of Shareholders,99%of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal. The CMD Committee takes into account each year's Say-on-Pay vote results in determining the components of executive compensation and viewed the 2024 results as evidencing strong shareholder alignment with the current structure and recent results of our executive compensation programs.
2025 Advisory Vote on Executive Compensation
We are presenting the following advisory resolution, which gives you, as a shareholder, the opportunity to endorse or not endorse our executive compensation program by voting "FOR" or "AGAINST" approval of the resolution:
"RESOLVED, that the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement for its 2025 Annual Meeting of Shareholders pursuant to the executive compensation disclosure rules in Item 402 of SEC Regulation S-K (including the 'Compensation Discussion and Analysis,' compensation tables, and related notes and narrative discussion), is hereby APPROVED on an advisory basis."
Although the vote on this advisory resolution is non-binding, the CMD Committee and the Board value our shareholders' opinions and will review the results of the vote and take those results into account when considering future decisions concerning our executive compensation programs. Our advisory Say-on-Pay vote occurs annually, with the next advisory vote expected to occur at our 2026 Annual Meeting of Shareholders.
24|
Required Vote and Board Recommendation
The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy and entitled to vote on the proposal is required to approve the advisory resolution on the compensation of our NEOs. A properly executed proxy marked "abstain" with respect to Proposal 2 will not be voted with respect to the proposal. Accordingly, for purposes of Proposal 2, abstentions will be counted in determining the required vote and will have the effect of a vote "against" the advisory resolution.
The Board of Directors unanimously recommends that you vote "FOR" Proposal 2
2025 Proxy Statement |25
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation Discussion and Analysis
In this section, we describe the material components of our 2024 executive compensation programs for our NEOs whose compensation for 2024 is set forth in the Summary Compensation Table and other compensation tables, notes, and narrative contained in this Proxy Statement.
|
|
Former President and Chief Executive Officer |
|
|
|
Interim President and Chief Executive Officer |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
President, Distribution |
|
|
|
Former Vice President, Distribution |
Overview
Compensation Philosophy
The CMD Committee believes that the Company's NEOs should be paid in a manner that attracts the best-available talent, drives performance, encourages an appropriate sensitivity to risk, and encourages and rewards increases in shareholder value. This philosophy is achieved through the Company's base salary, annual bonus opportunity, long-term incentive plan and other benefits, which are described in greater detail in this Proxy Statement. Myers' NEOs are compensated in a manner consistent with the Company's strategy, competitive practice, sound compensation governance principles, and shareholder interests.
The CMD Committee's goals are to:
Our Strategy and Pay for Performance Approach to Executive Compensation
The Company's compensation program is designed to compensate the Company's NEOs in a manner consistent with the Company's near and long-term strategic vision. The Company's compensation program seeks to achieve this through the mixture of base pay, short and long-term incentives, and the provision of other benefits. Base pay and other benefits provide appropriate compensation to attract and retain talent. Short-term incentives are tied to the achievement
2024 Business Summary
2024 was a year of transformation at
26|
In late 2024, while our business faced challenges due to headwinds in certain end markets, our Board of Directors took decisive action to continue to position the Company for future growth and improved profitability by announcing a leadership transition and launching an executive search process. This successful search process resulted in the appointment of
On
Full Year 2024 Financial Highlights vs. Prior Year
We also announced on
The Company uses certain non-GAAP measures in this proxy statement. Adjusted operating income, adjusted earnings per share, and adjusted EBITDA are non-GAAP financial measures and are intended to supplement the results provided in accordance with accounting principles generally accepted in
Compensation Program Governance
Our success depends largely on the contributions of motivated, focused and energized executives all working to achieve our strategic objectives. The CMD Committee and senior management, with assistance from our independent compensation advisor, develop competitive pay programs for our NEOs and other officers and we follow the basic tenets set forth in the following table:
|
WHAT WE DO |
WHAT WE DON'T DO |
|
|
|
Enter into Executive Employment Contracts |
|
|
Limited Termination/Change in Control Severance Benefits |
|
|
|
Grant Awards with Double Trigger Change in Control Provisions |
Reprice Underwater Options |
|
|
Impose Robust Stock Ownership Guidelines |
Allow Cash Buyouts of Underwater Options |
|
|
Retain an Independent Compensation Advisor |
Permit |
|
|
|
Offer Significant Executive Perquisites |
|
|
Maintain a Clawback Policy |
Allow Hedging or Pledging of Company Stock |
|
|
Conduct Annual Risk Assessment of Compensation Programs |
Provide Gross-ups on Severance Benefits |
|
|
Use Different Metrics for Short- and Long-term Incentive Plans |
||
2025 Proxy Statement |27
Elements of 2024 Compensation
Our executive compensation program elements (base salary, annual bonus, long-term incentives and benefits) are designed to provide an integrated and competitive total pay package. A majority of the compensation package for our NEOs is performance-based and the metrics are focused on paying for growth.
Description of Compensation Elements
Our 2024 executive compensation program was designed to reinforce the relationship between the interests of our NEOs and our shareholders and included three primary components: base salary, annual cash bonus and long-term incentives. Objectives and key characteristics of each element of our 2024 executive compensation program are summarized below:
|
Type of Pay & Form |
Performance Periods |
Objectives |
|||||
|
Fixed |
Base Pay (cash) |
1 year |
• Compensation for job performance • Recognizes individual skills, competencies, and experience • Generally determined based on an individual's time in the position, experience, performance, future potential, external market conditions, and peer benchmarking • May be influenced/changed as a result of changes in the executive's responsibilities, an assessment of annual performance, our financial management, and/or external market data relating to base pay practices of peers |
||||
|
At Risk |
Annual Bonus (cash) |
1 year |
• Variable cash compensation with 100% tied to the achievement of annual corporate operational goals established by the CMD Committee each fiscal year to align with corporate strategic goals (for 2024, the Company's achievement of budgeted adjusted EBITDA) • Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value |
||||
|
Long-Term Incentives (60% PSUs & 40% RSUs) |
3 years |
• Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests consistent with strategic goals • Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving long-term Company performance objectives designed to enhance shareholder value (for awards in 2024, the Company's three-year cumulative adjusted earnings per share, subject to a relative TSR modifier) • Helps build executive stock ownership consistent with our stock ownership objectives • Encourages retention of executive management team through multi-year vesting |
|||||
28|
CEO and CFO Target Compensation Mix
We believe in linking pay for performance. The following graphs illustrate the percentages of total target direct compensation of our CEO and CFO attributable to base salary, target bonus, and target long-term incentives in effect for calendar year 2024 for
Overview of How We Determine Compensation
The Company believes its practices are consistent with the practices of a company of its size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program's objectives of delivering competitive and appropriate pay aligned with our shareholders' interests. The CMD Committee refers to market data to benchmark and help establish pay opportunities for the NEOs that are competitive for a company of our size in our industry, and for the role and experience of the individual executive. The CMD Committee generally considers a range around the market median when establishing compensation levels for the NEOs.
As part of its annual review and consideration of the benchmarking process used to assess the Company's pay levels and pay programs for its executives, the CMD Committee and its independent compensation consultant conduct an executive compensation market analysis that draws from third-party compensation surveys and publicly available data for a group of peer companies ("
2025 Proxy Statement |29
In late 2023, the CMD Committee reviewed the composition of 2023
$ in millions
|
Company |
Industry |
Revenue |
Market Cap |
|||||||||||
|
|
Industrial Machinery |
$ |
4,160 |
$ |
8,059 |
|||||||||
|
|
Chemicals |
$ |
1,840 |
$ |
2,449 |
|||||||||
|
|
|
$ |
2,009 |
$ |
3,926 |
|||||||||
|
|
|
$ |
1,629 |
$ |
2,061 |
|||||||||
|
|
Machinery |
$ |
1,450 |
$ |
1,791 |
|||||||||
|
|
Machinery |
$ |
1,305 |
$ |
806 |
|||||||||
|
|
Machinery |
$ |
1,049 |
$ |
3,773 |
|||||||||
|
|
|
$ |
995 |
$ |
70 |
|||||||||
|
|
|
$ |
908 |
$ |
153 |
|||||||||
|
|
Aviation & Space Filtration & Fluid Control |
$ |
1,026 |
$ |
4,213 |
|||||||||
|
|
Industrial Machinery |
$ |
925 |
$ |
830 |
|||||||||
|
|
Specialty Vehicle Mfg. and Assembly |
$ |
786 |
$ |
347 |
|||||||||
|
|
Machinery |
$ |
806 |
$ |
1,268 |
|||||||||
|
|
Diversified Global Manufacturing |
$ |
720 |
$ |
2,258 |
|||||||||
|
|
Motions |
$ |
1,013 |
$ |
585 |
|||||||||
|
|
Commercial Truck Attachments Manufacturing |
$ |
569 |
$ |
618 |
|||||||||
|
|
Agricultural & |
$ |
607 |
$ |
1,495 |
|||||||||
In late 2024, the CMD Committee conducted its annual review of the composition of the
Consistent with the objectives of our executive pay philosophy of attracting and retaining a talented and experienced executive management team and other key employees, paying for performance, motivating our executive officers to achieve short-term and long-term Company goals that are intended to enhance shareholder value, and rewarding executives whose knowledge, skills, and performance are crucial to our success, actual compensation may be above or below the median for executives in similar roles at companies of similar size and complexity, depending on an evaluation of several factors including, but not limited to, time-in-position, experience, performance, and future potential. We believe this approach is appropriate as it is intended to attract and retain key executives, but does not position our compensation costs out of line with expected or actual performance.
30|
Compensation Decision-Making
Timeline and Essential Components of Compensation Decision-Making
The CMD Committee oversees our executive compensation plan and policies, administers our equity plans, and approves all compensation for our NEOs. Portions of the CMD Committee's annual agenda items are summarized below:
|
Late Winter/Early Spring |
||||
|
•
Approve payouts for prior year's annual incentive plan
|
•
Approve current year's long-term incentive plan design, metrics, and payout goals
|
|||
|
•
Approve vesting and payouts of long-term incentive awards for prior performance period
|
•
Approve annual grants of long-term incentive awards, including target award levels for NEOs and pool for all equity awards
|
|||
|
•
Approve current year's annual incentive plan design, metrics, and payout goals
|
•
Review proxy advisory firms' pay for performance reports, feedback, and proxy recommendations
|
|||
|
Summer |
Fall |
|||
|
•
Review the results of the Company's "Say-on-Pay" vote (and any other compensation-related items voted upon at the annual meeting)
|
•
Review annual and long-term incentive plan designs and performance metrics
|
|||
|
•
Review executive officer tally sheets
|
•
Review peer group composition and executive compensation levels
|
|||
|
•
Review overall compensation program and consider any structural changes
|
•
Review and approve director compensation levels and practices
|
2025 Proxy Statement |31
Parties Involved in Compensation Decision-Making
|
Role of CMD Committee |
•
Four independent directors currently comprise our CMD Committee, which is responsible for overseeing our executive pay plans and policies, administering our equity plans and approving all compensation for our NEOs
|
|
•
The CMD Committee routinely requests information from senior management regarding the Company's performance, pay and programs to assist it in its actions
|
|
|
•
The CMD Committee has the authority to retain outside advisors as needed to assist it in reviewing and modifying the Company's programs and providing competitive pay levels and terms
|
|
|
•
In arriving at its decision on NEO compensation, the CMD Committee takes into account the shareholder "say-on-pay" vote results at the previous annual meeting of shareholders
|
|
|
•
The CMD Committee annually reviews and establishes the goals used for our annual and long-term incentive plans. The CMD Committee assesses the performance of the CEO. Based on this evaluation, the CMD Committee then recommends the CEO's compensation for the next year to the
|
|
|
•
The CMD Committee reviews the CEO's compensation recommendations for the CFO and other NEOs, providing appropriate input and approving final awards
|
|
|
•
Finally, the CMD Committee provides guidance and final approval to the CEO with regard to the determination of the compensation of other key executives
|
|
|
Role of Senior Management |
•
The Company's management serves in an advisory or support capacity as the CMD Committee carries out its charter regarding executive compensation oversight
|
|
•
The Company's CEO and Senior Vice President of Human Resources typically participate in meetings of the CMD Committee but are excused during executive sessions, which are held at every meeting
|
|
|
•
The Company's CFO may participate as necessary or at the CMD Committee's request
|
|
|
•
The Company's management normally provides the CMD Committee with information regarding the Company's performance with respect to financial metrics and information regarding executives who participate in the Company's various plans. Such data is usually focused on the executives' historical pay and benefit levels, plan costs, context for how programs have changed over time and input regarding particular management issues that need to be addressed. In addition, management normally furnishes similar information to the CMD Committee's independent compensation advisor
|
|
|
•
Management provides input regarding the recommendations made by the CMD Committee's independent advisors or the CMD Committee
|
|
|
•
Management implements, communicates and administers the programs approved by the CMD Committee and reports back on any questions, concerns or issues
|
|
|
•
The CEO annually provides an evaluation of the performance of the Company and its NEOs. Based on these evaluations, the CEO provides the CMD Committee with recommendations regarding the pay for such executives for its consideration, input, and approval. The CMD Committee authorizes the CEO to establish the pay for the Company's executives and other senior management based on terms consistent with those used to establish the pay of the NEOs. Members of management present at meetings when pay is discussed are excused from such discussions when the CMD Committee focuses on his or her individual pay
|
32|
|
Role of Independent Compensation Advisor |
•
The CMD Committee has the authority to retain independent advisors and compensation consultants to assist in carrying out its responsibilities
|
|
•
The CMD Committee has engaged
|
|
|
•
|
|
|
•
The lead consultants interact directly with the CMD Committee on a regular basis and with management as needed to complete work requested by the CMD Committee
|
|
|
•
|
|
|
•
The work of
|
Compensation Elements in 2024
Base Salary
Base salary provides a fixed element of compensation that competitively rewards our NEOs' individual skills, competencies, experience and performance. Additionally, the base salaries provide our NEOs with income regardless of the Company's stock price performance, which acts as a risk-balancing measure in that it helps to avoid incentives to create short-term stock price fluctuations. Furthermore, it helps mitigate elements beyond the control of the Company, like general economic and stock market conditions unrelated to Company performance.
The Company does not have written employment agreements specifying levels of base compensation for our NEOs.
For the other NEOs, base salary adjustments are recommended by the CEO to the CMD Committee, which evaluates such adjustments based on the Company's performance, the individual NEO's scope of work and performance, and competitive benchmarks provided by the independent consultant to the CMD Committee.
The base salaries established in the first calendar quarter of 2024 for all NEOs and the percentage increases from their 2023 base salaries are shown in the following table and reflect considerations consistent with the foregoing. The base salary for
2024 NEO Base Salaries and Adjustments
|
|
% Increase |
Base Salary |
||||||||||
|
|
|
3.4 |
% |
|
$ |
750,000 |
||||||
|
|
|
5.0 |
% |
|
$ |
374,126 |
||||||
|
|
|
3.0 |
% |
|
$ |
494,400 |
||||||
|
|
|
3.0 |
% |
|
$ |
397,127 |
||||||
|
|
|
3.0 |
% |
|
$ |
367,813 |
||||||
Short-Term Incentives
The Company's annual incentive plan is a cash-based incentive plan in which our NEOs, along with certain other senior level employees, participate. The annual incentive plan was intended to reward management primarily for achieving targeted levels of adjusted EBITDA based on the Company's 2024 financial plan.
2025 Proxy Statement |33
Annual Bonus Metrics
For 2024 annual bonuses, as was the case for 2023 and 2022, performance and incentive compensation was measured by achievement of adjusted EBITDA targets consistent with the Company's annual financial plan for 2024, as described further below in "Annual Bonus Performance - 2024 Objectives and Achievements." Use of this objective financial measure was determined to be consistent with how our executive team managed key performance of the Company, and was intended to incentivize management to provide value to Company stakeholders.
Annual Bonus Performance - 2024 Objectives and Achievements
The CMD Committee annually approves a target bonus opportunity for each NEO established in the first quarter of each calendar year. Objective performance targets were established for achieving certain levels of adjusted EBITDA. As part of the annual bonus performance goal-setting process, the Board annually reviews and approves management's business and financial plan for the Company, and the CMD Committee reviews the proposed performance goal, with minimum and maximum ranges intended to appropriately reward for results that exceed or fall short of target expectations. Bonuses can range from 0% to 200% of target, depending on actual performance, a practice determined to be consistent with the range of annual bonus opportunities of other peer companies.
Goals are intended to reward for growth and business performance, consistent with the Company's strategy, and motivate management with additional compensation opportunities without encouraging excessive risk-taking. We reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet minimally acceptable performance expectations.
For 2024 we set a target payout of 100% based on a goal of 100% of the Company's adjusted EBITDA plan, or
The table below shows the Company's 2024 EBITDA targets and actual results, as adjusted for nonrecurring items approved by the CMD Committee, and the impact on our annual incentive plan payout percentage:
|
|
Fiscal Year 2024 Goals and Payout |
|
||||||||||||||||||||||||||||||||||
|
Performance Metric |
|
Threshold |
Target |
Maximum |
2024 Actual |
2023 Actual |
2024 Payout |
|||||||||||||||||||||||||||||
|
Adjusted EBITDA ($ in millions) |
|
$ |
119.6 |
$ |
149.6 |
$ |
209.5 |
$ |
122.4 |
$ |
97.3 |
0.0 |
% |
|||||||||||||||||||||||
Although our adjusted EBITDA for 2024 was
|
|
Target Award |
Objective |
Earned |
|||||||||||||||
|
|
100 |
% |
0 |
% |
$ |
0 |
||||||||||||
|
|
55 |
% |
0 |
% |
$ |
0 |
||||||||||||
|
|
100 |
% |
0 |
% |
$ |
0 |
||||||||||||
|
|
75 |
% |
0 |
% |
$ |
0 |
||||||||||||
|
|
55 |
% |
0 |
% |
$ |
0 |
||||||||||||
(1)
Long-Term Incentives
The Company's long-term incentive plan was established to, among other things, encourage management to drive long-term shareholder value and to align management's interests with shareholders' interests, emphasizing the "act like owners" principle of the Company. The long-term incentive plan is intended to motivate and reward leaders for increasing shareholder value and returns. The Company believes the Company's shareholders and employees are both best served by having our NEOs focused on and rewarded based on the achievement of longer-term results of the Company.
34|
2024 Long-Term Incentive Mix
To accomplish the foregoing goals, the CMD Committee has in recent years awarded our NEOs a mix of service-based and performance-based restricted stock units. The weighting of annual grants of long-term equity incentives in 2024 for our CEO and other NEOs was as follows:
2024 Long-Term Incentive Target Opportunities
The target long-term incentive opportunity for each NEO is based on a percentage of their respective base salaries, as determined annually by the CMD Committee with input from management and the CMD Committee's independent compensation consultant (with reference to the benchmarking analysis review). The target total long-term incentive opportunities for our NEOs in 2024 were as follows:
|
|
Base Salary |
Target Award |
Target Award |
|||||||||||||
|
|
$ |
750,000 |
320 |
% |
$ |
2,400,000 |
||||||||||
|
|
$ |
374,126 |
70 |
% |
$ |
261,888 |
||||||||||
|
|
$ |
494,400 |
100 |
% |
$ |
494,400 |
||||||||||
|
|
$ |
397,127 |
100 |
% |
$ |
397,127 |
||||||||||
|
|
$ |
367,813 |
55 |
% |
$ |
202,297 |
||||||||||
Long-Term Incentive Performance Metrics
Beginning in 2021, the performance metric used in our performance-based long-term incentive awards was based on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company's relative total shareholder retuover a three-year performance period ("rTSR"). The rTSR modifier is based on the Company's three-year TSR performance relative to companies in the S&P 600 Materials and in the S&P 600 Industrials industry sectors, and is usedonlyto either increase by 25% the percentage payout based on EBITDA performance if the Company's rTSR is at or above the 75th percentile of the companies in those sectors over the performance period, or to decrease by 25% the percentage payout based on EBITDA performance if the Company's rTSR is below the 25th percentile of the companies in those sectors over the performance period. If the Company's rTSR is at or above the 25th percentile but does not reach the 75th percentile, there is no adjustment to the payout otherwise determined by cumulative adjusted EBIDTA performance. The Committee used this structure for the long-term incentive performance awards granted to our NEOs in 2021, 2022 and 2023.
For 2024, the CMD Committee determined to (i) replace the three-year cumulative adjusted EBITDA metric with three-year cumulative adjusted EPS, and (ii) retain the rTSR modifier. The use of three-year target levels of cumulative adjusted EPS and the rTSR modifier were determined by the CMD Committee with input from the Committee's independent compensation consultant and management. The change from cumulative adjusted EBITDA targets to cumulative adjusted EPS targets was made to better align with the Company's strategy, drive consistent performance over time toward achieving objective financial metrics with strong alignment with shareholder value, and to more effectively correlate this performance to compensation. The target level of three-year cumulative adjusted EPS for a payout of 100% was based on the Company's 3-year plan, the threshold level (50% payout) was based on approximately 80% of the target amount, and the maximum level (200% payout) was based on approximately 120% of the target amount. The threshold, target, and maximum target amounts of cumulative adjusted EPS will be disclosed in our 2027 proxy statement after completion of the 2024-2026 performance period.
2025 Proxy Statement |35
2022-2024 Long-Term Incentive Performance Awards - Objectives and Achievements
As noted above, from 2021 through 2023, the CMD Committee determined to base our performance-based long-term incentives on achievement of target levels of three-year cumulative adjusted EBITDA, subject to a modifier based on the Company's three-year rTSR. The three-year target levels of cumulative adjusted EBITDA and the manner of application of the rTSR modifier for our 2022-2024 performance-based long-term incentive awards were established with input from management and the CMD Committee's independent compensation consultant. Additionally, these metrics were used by management to assess the operating performance of the business over the three-year performance period. For the three-year performance period from 2022 through 2024, the Company achieved the cumulative EBITDA result, as adjusted to reflect certain nonrecurring items approved by the CMD Committee, reflected in the following table. The target level of three-year cumulative adjusted EBITDA for a payout of 100% was based on the Company's 3-year plan, the threshold level (50% payout) was based on approximately 90% of the target amount, and the maximum level (200% payout) was based on approximately 120% of the target amount. The Company's rTSR for the period was below the 25th percentile of the combined index groups, which resulted in a 25% in the percentage payout otherwise determined based on the Company's adjusted cumulative EBITDA for the performance period. The cumulative adjusted EBITDA goals, actual performance, initial payout percentage, and adjusted payout percentage, for our 2022-2024 performance-based long-term incentive awards are set forth below ($ in millions):
|
2022-2024 Goals and Payout |
||||||||||||||||||||||||||||
|
Metric |
Threshold |
Target |
Max |
Actual |
Payout |
|||||||||||||||||||||||
|
Cumulative Adjusted EBITDA (in millions) |
$ |
313.0 |
$ |
343.0 |
$ |
403.0 |
$ |
328.7 |
76.2 |
% |
||||||||||||||||||
|
Myers rTSR Percentile |
16.1 |
% |
||||||||||||||||||||||||||
|
rTSR Adjustment |
(25.0 |
)% |
||||||||||||||||||||||||||
|
Adjusted Payout |
57.2 |
% |
||||||||||||||||||||||||||
Based on the foregoing, our NEOs' target PSUs and the percentage of shares vested with respect to the 2022-2024 long-term incentive performance awards was as follows:
|
Number of PSUs/Shares |
|||||||||||||
|
|
Target (100%) PSUs |
Shares as Settled |
|||||||||||
|
|
84,723 |
57.2 |
% |
||||||||||
|
|
7,523 |
57.2 |
% |
||||||||||
|
|
0 |
0.0 |
% |
||||||||||
|
|
9,218 |
57.2 |
% |
||||||||||
|
|
7,388 |
57.2 |
% |
||||||||||
(1)
(2)
Other Compensation Policies and Practices
Senior Officer Severance Plan
In 2020, the CMD Committee first recommended and the Board approved adoption of a Senior Officer Severance Plan ("Severance Plan") to provide certain severance benefits for senior officers determined to be eligible to participate in the Severance Plan, including severance benefits in the event of certain terminations of employment, including in connection with a change in control of the Company. The Severance Plan is in lieu of any executive employment, severance, or change in control agreements and provides consistency in the levels of termination benefits available to our most senior officers as determined by the CMD Committee from time to time to be eligible for participation in the Severance Plan. For a summary of the benefits available to our NEOs in 2024 under the Severance Plan as amended, see the description under Severance Arrangements upon Termination Including Change in Control in this Proxy Statement.
36|
Other Benefits
NEOs participate in broad-based benefit plans that are available to other employees. These benefits are not tied to individual or Company performance, which is the same approach used for other employees. Moreover, changes to executives' benefits reflect the changes to the benefits of other employees.
The Company's NEOs participate in the following broad-based benefit plans that provide basic health, life, and income security:
The Company provided no perquisites to our NEOs other than reimbursement of annual executive physicals and, with respect to
Clawback Policy
The Company maintains a Clawback Policy, as required by Section 303A.14 of the NYSE Listed Company Manual, that provides for the recovery of "erroneously awarded" incentive based compensation if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the CMD Committee and applies to current and former executive officers as described in the Clawback Policy.
Stock Ownership Guidelines
A key objective of our compensation program generally and our long-term equity-based incentives particularly is to encourage stock ownership by Company insiders. We have maintained Stock Ownership Guidelines since 2010 under which our NEOs and non-employee directors are expected to hold specified amounts of our common stock, as follows:
NEOs and non-employee directors have five years to attain the ownership requirement after becoming subject to the guidelines. In determining stock ownership for purposes of our ownership guidelines, shares owned outright, including shares owned jointly with a spouse or separately by a spouse and/or children that live in the NEO's household, vested and unvested time-based restricted stock and stock unit awards, vested stock options, and non-employee director deferred stock units, are counted (although none of our NEOs had vested stock options at
2025 Proxy Statement |37
Risk Assessment of Compensation Practices
In the design and approval of the Company's executive compensation program, the CMD Committee considers risks that may be inherent in the program but has designed the program to guard against excessive risk taking. The following are some features of the compensation program that are designed to help the Company manage compensation-related risk:
As a result, the CMD Committee believes that the design of the Company's compensation program does not encourage employees to take unnecessary or excessive risks that could harm the Company's long-term value.
Tax Deductibility
Section 162(m) of the Internal Revenue Code generally places an annual limit of
Compensation and Management Development Committee Interlocks and Insider Participation
At the end of fiscal year 2024, the following directors were members of the CMD Committee:
Compensation and Management Development Committee Report on Executive Compensation
The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the
The CMD Committee, in the performance of its duties and responsibilities, has reviewed and discussed with management the information provided under the section titled "Compensation Discussion and Analysis." Based on discussions with management and our review of the "Compensation Discussion and Analysis" disclosure, we have recommended to the Board that the "Compensation Discussion and Analysis" be included in this Proxy Statement and incorporated by reference in the Company's Annual Report on Form 10-K for the year ended
The foregoing report has been furnished by the current members of the CMD Committee, being:
38|
Summary of Cash and Certain Other Compensation
The following table summarizes the compensation paid by us to our named executive officers, as determined in accordance with
SUMMARY COMPENSATION TABLE
|
|
Year |
Salary |
Bonus |
Stock |
Option |
Non-Equity |
Change in |
All Other |
Total |
||||||||||||||||||||||||||||||||||||||||
|
|
2024 |
$ |
491,738 |
$ |
253,190 |
$ |
- |
$ |
533,918 |
$ |
1,278,846 |
||||||||||||||||||||||||||||||||||||||
|
Vice President |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Special Projects |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 |
$ |
581,707 |
$ |
2,309,156 |
$ |
- |
$ |
1,321,182 |
$ |
4,212,044 |
||||||||||||||||||||||||||||||||||||||
|
Former President and Chief |
2023 |
$ |
721,809 |
- |
$ |
2,321,216 |
- |
$ |
549,550 |
- |
$ |
227,785 |
$ |
3,820,360 |
|||||||||||||||||||||||||||||||||||
|
Executive Officer |
2022 |
$ |
691,539 |
- |
$ |
2,159,307 |
- |
$ |
1,033,900 |
- |
$ |
67,339 |
$ |
3,952,085 |
|||||||||||||||||||||||||||||||||||
|
|
2024 |
$ |
491,631 |
$ |
570,830 |
$ |
- |
$ |
24,949 |
$ |
1,087,410 |
||||||||||||||||||||||||||||||||||||||
|
Executive Vice |
2023 |
$ |
604,615 |
- |
$ |
1,002,857 |
- |
$ |
237,244 |
- |
$ |
15,548 |
$ |
1,860,264 |
|||||||||||||||||||||||||||||||||||
|
President and Chief |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Financial Officer |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 |
$ |
394,903 |
$ |
366,833 |
$ |
- |
$ |
45,729 |
$ |
807,464 |
||||||||||||||||||||||||||||||||||||||
|
President, Distribution |
2023 |
$ |
380,606 |
- |
$ |
368,342 |
- |
$ |
219,136 |
- |
$ |
33,434 |
$ |
1,001,518 |
|||||||||||||||||||||||||||||||||||
|
2022 |
$ |
355,462 |
- |
$ |
288,825 |
- |
$ |
342,738 |
- |
$ |
28,533 |
$ |
1,015,557 |
||||||||||||||||||||||||||||||||||||
|
|
2024 |
$ |
290,808 |
$ |
237,831 |
$ |
- |
$ |
407,301 |
$ |
935,939 |
||||||||||||||||||||||||||||||||||||||
|
Former Vice President, Sales |
2023 |
$ |
347,961 |
- |
$ |
227,702 |
- |
$ |
146,128 |
- |
$ |
18,998 |
$ |
740,790 |
|||||||||||||||||||||||||||||||||||
|
and Commercial Excellence |
2022 |
$ |
325,154 |
- |
$ |
231,485 |
- |
$ |
265,638 |
- |
$ |
17,697 |
$ |
839,974 |
|||||||||||||||||||||||||||||||||||
2025 Proxy Statement |39
|
2024 |
2023 |
2022 |
|||||||||||||||
|
|
|||||||||||||||||
|
Contributions |
$ |
13,800 |
|||||||||||||||
|
Executive physical |
- |
||||||||||||||||
|
Dividends |
20,118 |
||||||||||||||||
|
Supplemental Compensation as Interim CEO |
500,000 |
||||||||||||||||
|
$ |
533,918 |
||||||||||||||||
|
|
|||||||||||||||||
|
Severance |
$ |
1,125,000 |
- |
- |
|||||||||||||
|
Contributions |
13,800 |
$ |
70,183 |
$ |
50,340 |
||||||||||||
|
Executive physical |
4,000 |
3,465 |
- |
||||||||||||||
|
Dividends |
178,382 |
154,137 |
16,999 |
||||||||||||||
|
$ |
1,321,182 |
$ |
227,785 |
$ |
67,339 |
||||||||||||
|
|
|||||||||||||||||
|
Contributions |
$ |
13,800 |
- |
||||||||||||||
|
Executive physical |
4,287 |
- |
|||||||||||||||
|
|
- |
$ |
15,548 |
||||||||||||||
|
Dividends |
7,480 |
||||||||||||||||
|
$ |
25,567 |
$ |
15,548 |
||||||||||||||
|
|
|||||||||||||||||
|
Contributions |
$ |
24,562 |
$ |
28,934 |
$ |
20,426 |
|||||||||||
|
Executive physical |
- |
1,882 |
2,206 |
||||||||||||||
|
Dividends |
21,167 |
2,618 |
5,901 |
||||||||||||||
|
$ |
45,729 |
$ |
33,434 |
$ |
28,533 |
||||||||||||
|
|
|||||||||||||||||
|
Severance |
$ |
367,813 |
|||||||||||||||
|
Contributions |
13,800 |
$ |
13,200 |
$ |
12,200 |
||||||||||||
|
Executive Physical |
- |
3,569 |
- |
||||||||||||||
|
Dividends |
25,688 |
2,229 |
5,497 |
||||||||||||||
|
$ |
407,301 |
$ |
18,998 |
$ |
17,697 |
||||||||||||
40|
Grants of Plan Based Awards
The following table contains information concerning the grants of plan based awards to the NEOs in 2024 under the 2021 Plan, the 2024 Plan, and the annual incentive plan. The actual value and gains, if any, on an option exercise are dependent upon the future performance of our common stock and overall market conditions, although no options were granted to any NEO in 2024. The outstanding and unvested portion of stock awards identified in the table below are also reported in the "Outstanding Equity Awards at Fiscal 2024 Year-End" table below.
Grants of Plan Based Awards During Fiscal Year 2024
|
Estimated Future |
Estimated Future |
All Other |
All Other |
Exercise |
Grant Date |
|||||||||||||||||||||||||
|
|
Grant Date |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
or Units(3) |
Options |
Awards |
Award(4) |
|||||||||||||||||||
|
|
|
164,680 |
329,359 |
|||||||||||||||||||||||||||
|
|
8,117 |
20,293 |
144,158 |
|||||||||||||||||||||||||||
|
|
5,411 |
109,032 |
||||||||||||||||||||||||||||
|
|
|
750,000 |
1,500,000 |
|||||||||||||||||||||||||||
|
|
77,480 |
193,700 |
1,268,348 |
|||||||||||||||||||||||||||
|
|
51,653 |
1,040,808 |
||||||||||||||||||||||||||||
|
|
|
494,400 |
988,800 |
|||||||||||||||||||||||||||
|
|
19,153 |
47,883 |
313,535 |
|||||||||||||||||||||||||||
|
|
12,769 |
257,295 |
||||||||||||||||||||||||||||
|
|
|
297,845 |
595,691 |
|||||||||||||||||||||||||||
|
|
12,308 |
30,770 |
201,482 |
|||||||||||||||||||||||||||
|
|
8,206 |
165,351 |
||||||||||||||||||||||||||||
|
|
|
202,297 |
404,594 |
|||||||||||||||||||||||||||
|
|
7,980 |
19,950 |
130,633 |
|||||||||||||||||||||||||||
|
|
5,320 |
107,198 |
||||||||||||||||||||||||||||
2025 Proxy Statement |41
Outstand
The following table shows all outstanding equity awards held by the NEOs at the end of fiscal year 2024 that have not been exercised, forfeited, or vested. Certain of the awards identified in the table below are also reported in the "Grants of Plan Based Awards During Fiscal Year 2024" table above.
Outstanding Equity Awards at Fiscal 2024 Year-End
|
Option Awards |
Stock Awards |
||||||||||||||||||
|
|
Number of |
Number of |
Equity incentive |
Option |
Option |
Number of |
Market |
Equity |
Equity |
||||||||||
|
|
1,672(2) |
18,459 |
7,523(6) |
83,054 |
|||||||||||||||
|
3,209(3) |
35,427 |
7,220(7) |
79,709 |
||||||||||||||||
|
5,411(4) |
59,737 |
8,117(8) |
89,612 |
||||||||||||||||
|
|
84,723(6) |
935,342 |
|||||||||||||||||
|
86,915(7) |
959,542 |
||||||||||||||||||
|
77,480(8) |
855,379 |
||||||||||||||||||
|
|
27,703(5) |
305,841 |
15,111(9) |
166,825 |
|||||||||||||||
|
12,769(4) |
140,970 |
19,153(8) |
211,449 |
||||||||||||||||
|
|
2,048(2) |
22,610 |
9,218(6) |
101,767 |
|||||||||||||||
|
4,957(3) |
54,725 |
11,154(7) |
123,140 |
||||||||||||||||
|
8,206(4) |
90,594 |
12,308(8) |
135,880 |
||||||||||||||||
|
|
7,388(6) |
81,564 |
|||||||||||||||||
|
6,895(7) |
76,121 |
||||||||||||||||||
|
7,980(8) |
88,099 |
||||||||||||||||||
42|
Option Exercises and Stock Vested for Fiscal Year End 2024
The following table shows the options that were exercised and the restricted stock grants that vested for the NEOs during fiscal year 2024.
|
Option Awards |
Stock Awards |
||||||||||||||||
|
|
Number of shares |
Value realized |
Number of shares |
Value realized |
|||||||||||||
|
|
- |
- |
12,965 |
270,191 |
|||||||||||||
|
|
- |
- |
110,481 |
2,302,424 |
|||||||||||||
|
|
- |
- |
13,851 |
232,281 |
|||||||||||||
|
|
- |
- |
14,217 |
296,282 |
|||||||||||||
|
|
- |
- |
21,844 |
384,839 |
|||||||||||||
NonqualifiedDeferred Compensation
The following table shows the contributions, earnings, and balances of the NEOs in our Nonqualified Deferred Compensation Plan with respect to fiscal year 2024.
|
|
Executive |
Registrant |
Aggregate |
Aggregate |
Aggregate |
|||||||||||||||
|
|
- |
- |
- |
- |
- |
|||||||||||||||
|
|
81,542 |
- |
121,990 |
- |
667,007 |
|||||||||||||||
|
|
- |
- |
- |
- |
- |
|||||||||||||||
|
|
179,258 |
10,762 |
101,592 |
- |
833,472 |
|||||||||||||||
|
|
- |
- |
- |
- |
- |
|||||||||||||||
2025 Proxy Statement |43
Severance Arrangements upon Termination Including Change in Control
The following table summarizes severance benefits available to certain of our NEOs who are eligible to participate in the Company's Severance Plan if certain terminations of employment occurred in 2024.
|
|
Event Triggering Payment or Provision of Benefits |
|
|
Benefit |
|
|
|
|
|
|
|
|
|
Termination without cause or for good reason |
|
|
Severance Payment |
|
|
Amount equal to 1.5 times current annual base salary (or highest base salary during prior year) paid in lump sum within 30 days |
|
|
Amount equal to 1 times current annual base salary (or highest base salary during prior year) paid in lump sum within 30 days |
|
|
|
|
|
LTI Awards |
|
|
Outstanding unvested restricted stock awards are forfeited and performance stock unit awards fully vest subject to settlement based on actual performance |
|
|
Outstanding unvested restricted stock awards are forfeited and performance stock unit awards fully vest subject to settlement based on actual performance |
|
|
|
|
|
|
Certain Benefits and Perquisites |
|
|
Health coverage, long term disability protection, life insurance protection, and outplacement services for one year |
|
|
Health coverage, long term disability protection, life insurance protection, and outplacement services for one year |
|
|
|
|
Termination without cause or for good reason in connection with a change in control |
|
|
Severance Payment |
|
|
Amount equal to 2.5 times the sum of (A) current annual base salary (or highest base salary during prior year), and (B) target annual bonus, paid in a lump sum within 30 days |
|
|
Amount equal to 1.5 times the sum of (A) current annual base salary (or highest base salary during prior year), and (B) target annual bonus, paid in a lump sum within 30 days |
|
|
|
|
|
Annual Bonus for Year of Termination |
|
|
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days |
|
|
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days |
|
|
|
|
|
|
LTI Awards |
|
|
Outstanding unvested restricted stock awards fully vest and performance stock unit awards fully vest at target |
|
|
Outstanding unvested restricted stock awards fully vest and performance stock unit awards fully vest at target |
|
|
|
|
|
|
Certain Benefits and Perquisites |
|
|
Health coverage for 18 months; long term disability protection and life insurance protection for 2 years, and outplacement services for one year |
|
|
Health coverage for 18 months; long term disability protection and life insurance protection for 2 years, and outplacement services for one year |
|
|
|
|
Termination by reason of death or disability |
|
|
Cash Payment |
|
|
Base salary and annual bonus accrued and unpaid to the date of death or disability |
|
|
Base salary and annual bonus accrued and unpaid to the date of death or disability |
|
|
|
|
|
LTI Awards |
|
|
Outstanding unvested restricted stock awards fully vest and performance stock unit awards vest on a pro rata basis at target performance |
|
|
Outstanding unvested restricted stock awards fully vest and performance stock unit awards vest on a prorated basis at target performance |
|
|
|
|
|
|
Certain Benefits and Perquisites |
|
|
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan |
|
|
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan |
|
|
|
|
Termination by reason of retirement |
|
|
Cash Payment |
|
|
Not eligible for retirement |
|
|
Base salary accrued and unpaid to the date of retirement |
|
|
|
|
|
LTI Awards |
|
|
Not eligible for retirement |
|
|
Outstanding unvested restricted stock awards fully vest and performance stock unit awards fully vest subject to settlement based on actual performance |
|
|
|
|
|
|
Certain Benefits and Perquisites |
|
|
Not eligible for retirement |
|
|
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan |
|
|
|
|
Termination with cause or voluntary resignation |
|
|
Other Terms |
|
|
Compensation earned but not yet paid on the date of termination |
|
|
Compensation earned but not yet paid on the date of termination |
|
44|
Summary ofPotential Termination Payments and Benefits
The following table summarizes the value of the termination payments and benefits that each of our NEOs would have received if he or she had terminated employment on December 31, 2024, under the circumstances shown.
|
|
Termination |
Termination |
Retirement(1) |
Death |
Disability(2) |
Termination |
|||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
Cash Severance |
- |
$ |
225,000 |
- |
$ |
150,000 |
$ |
5,769 |
$ |
581,250 |
|||||||||||||||||||||||
|
Bonus Severance |
- |
$ |
- |
- |
$ |
82,500 |
$ |
82,500 |
$ |
82,500 |
|||||||||||||||||||||||
|
Other Benefits |
- |
$ |
34,117 |
- |
$ |
13,675 |
$ |
13,675 |
$ |
43,072 |
|||||||||||||||||||||||
|
Equity Acceleration(3) |
- |
$ |
273,656 |
- |
$ |
282,667 |
$ |
282,667 |
$ |
394,987 |
|||||||||||||||||||||||
|
Total |
- |
$ |
532,773 |
- |
$ |
528,842 |
$ |
384,611 |
$ |
1,101,809 |
|||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
Cash Severance |
- |
$ |
1,125,000 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Bonus Severance |
- |
$ |
- |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Other Benefits |
- |
$ |
51,736 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Equity Acceleration(4) |
- |
$ |
3,629,824 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Total |
- |
$ |
4,806,559 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
Cash Severance |
- |
$ |
494,400 |
- |
$ |
494,400 |
$ |
19,015 |
$ |
1,483,200 |
|||||||||||||||||||||||
|
Bonus Severance |
- |
- |
- |
$ |
494,400 |
$ |
494,400 |
$ |
494,400 |
||||||||||||||||||||||||
|
Other Benefits |
- |
$ |
54,688 |
- |
$ |
44,532 |
$ |
44,532 |
$ |
76,059 |
|||||||||||||||||||||||
|
Equity Acceleration(3) |
- |
$ |
400,311 |
$ |
638,628 |
$ |
638,628 |
$ |
878,473 |
||||||||||||||||||||||||
|
Total |
- |
$ |
949,399 |
$ |
1,671,960 |
$ |
1,196,575 |
$ |
2,932,132 |
||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
Cash Severance |
- |
$ |
397,127 |
- |
$ |
397,127 |
$ |
15,274 |
$ |
1,042,458 |
|||||||||||||||||||||||
|
Bonus Severance |
- |
$ |
- |
- |
$ |
297,845 |
$ |
297,845 |
$ |
297,845 |
|||||||||||||||||||||||
|
Other Benefits |
- |
$ |
52,764 |
- |
$ |
41,647 |
$ |
41,647 |
$ |
73,015 |
|||||||||||||||||||||||
|
Equity Acceleration(3) |
- |
$ |
390,001 |
- |
$ |
399,732 |
$ |
399,732 |
$ |
568,980 |
|||||||||||||||||||||||
|
Total |
- |
$ |
839,893 |
- |
$ |
1,136,350 |
$ |
754,498 |
$ |
1,982,299 |
|||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
Cash Severance |
- |
$ |
367,813 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Bonus Severance |
- |
$ |
- |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Other Benefits |
- |
$ |
43,645 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Equity Acceleration(5) |
- |
$ |
474,456 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
|
Total |
- |
$ |
885,914 |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||||||||||||
2025 Proxy Statement |45
46|
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid ("CAP") for our principal executive officer ("PEO") and non-PEO named executive officers ("Non-PEO NEOs") and certain financial performance of the Company. For further information concerning the Company's pay-for-performance philosophy and how we align executive compensation with performance, refer to "Executive Compensation and Related Information - Compensation Discussion and Analysis."
|
Summary |
Average Summary |
Average |
Value of Initial Fixed $100 |
||||||||||||||||||||||||||||||||||||
|
Year |
Compensation Table Total |
Compensation |
Summary Compensation |
Compensation Actually Paid |
Summary Compensation |
Compensation Actually Paid |
Compensation Table Total for |
Compensation Actually Paid |
Total |
|
|
Net Income |
Adjusted |
||||||||||||||||||||||||||
|
2024 |
$ |
4,212,044 |
$ |
(862,208 |
) |
$ |
1,278,846 |
$ |
859,183 |
$ |
- |
$ |
- |
$ |
943,810 |
$ |
341,797 |
$ |
77.41 |
$ |
165.34 |
$ |
197.28 |
$ |
7.2 |
$ |
122.2 |
||||||||||||
|
2023 |
$ |
3,820,360 |
$ |
904,036 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1,016,764 |
$ |
682,786 |
$ |
132.11 |
$ |
163.68 |
$ |
168.39 |
$ |
48.9 |
$ |
97.3 |
|||||||||||||
|
2022 |
$ |
3,892,778 |
$ |
7,338,779 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
797,339 |
$ |
951,584 |
$ |
145.93 |
$ |
136.42 |
$ |
127.72 |
$ |
60.3 |
$ |
109.2 |
|||||||||||||
|
2021 |
$ |
2,693,823 |
$ |
2,968,343 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
750,142 |
$ |
409,365 |
$ |
127.98 |
$ |
145.27 |
$ |
140.98 |
$ |
33.5 |
$ |
72.4 |
|||||||||||||
|
2020 |
$ |
2,017,024 |
$ |
2,624,286 |
$ |
- |
$ |
- |
$ |
1,048,702 |
$ |
1,369,766 |
$ |
845,446 |
$ |
801,284 |
$ |
129.44 |
$ |
122.68 |
$ |
111.97 |
$ |
36.8 |
$ |
66.4 |
|||||||||||||
|
Year |
Reported Summary |
Reported |
Equity Award |
Compensation |
|||||||||||||||||||||
|
2024 |
$ |
4,212,044 |
$ |
2,309,156 |
$ |
(2,765,096 |
) |
$ |
(862,208 |
) |
|||||||||||||||
|
2023 |
$ |
3,820,360 |
$ |
2,321,216 |
$ |
(595,108 |
) |
$ |
904,036 |
||||||||||||||||
|
2022 |
$ |
3,892,778 |
$ |
2,100,001 |
$ |
5,546,001 |
$ |
7,338,779 |
|||||||||||||||||
|
2021 |
$ |
2,693,823 |
$ |
1,419,006 |
$ |
1,693,526 |
$ |
2,968,343 |
|||||||||||||||||
|
2020 |
$ |
2,017,024 |
$ |
1,249,999 |
$ |
1,857,261 |
$ |
2,624,286 |
|||||||||||||||||
2025 Proxy Statement |47
|
Year |
Year End Fair |
Change in |
Fair Value |
Change in |
Fair Value at |
Value of |
Total Equity |
||||||||||||||||||||||||||||||||||
|
2024 |
$ |
- |
$ |
(2,379,687 |
) |
- |
$ |
178,789 |
$ |
(520,027 |
) |
$ |
(44,172 |
) |
$ |
(2,765,096 |
) |
||||||||||||||||||||||||
|
2023 |
$ |
1,430,021 |
$ |
(1,961,566 |
) |
- |
$ |
(188,128 |
) |
- |
$ |
124,565 |
$ |
(595,108 |
) |
||||||||||||||||||||||||||
|
2022 |
$ |
3,626,614 |
$ |
1,729,636 |
- |
$ |
(49,030 |
) |
- |
$ |
238,780 |
$ |
5,546,001 |
||||||||||||||||||||||||||||
|
2021 |
$ |
1,382,320 |
$ |
202,340 |
- |
$ |
17,292 |
- |
$ |
91,574 |
$ |
1,693,526 |
|||||||||||||||||||||||||||||
|
2020 |
$ |
1,814,792 |
- |
- |
- |
- |
$ |
42,468 |
$ |
1,857,261 |
|||||||||||||||||||||||||||||||
|
Year |
Reported Summary |
Reported |
Equity Award |
Compensation |
||||||||||||||||||||
|
2024 |
$ |
1,278,846 |
$ |
253,190 |
$ |
(166,473 |
) |
$ |
859,183 |
|||||||||||||||
|
Year |
Year End Fair |
Change in |
Fair Value |
Change in |
Fair Value at |
Value of |
Total Equity |
||||||||||||||||||||||||||||||||||
|
2024 |
$ |
54,231 |
$ |
(245,552 |
) |
- |
$ |
20,798 |
- |
$ |
4,049 |
$ |
(166,473 |
) |
|||||||||||||||||||||||||||
48|
|
Year |
Reported Summary |
Reported |
Equity Award |
Compensation |
||||||||||||||||||||
|
2020 |
$ |
1,048,702 |
$ |
389,993 |
$ |
711,057 |
$ |
1,369,766 |
||||||||||||||||
|
Year |
Year End Fair |
Change in |
Fair Value |
Change in |
Fair Value at |
Value of |
Total Equity |
||||||||||||||||||||||||||||||||||
|
2020 |
$ |
566,205 |
$ |
138,935 |
- |
$ |
(17,261 |
) |
- |
$ |
23,178 |
$ |
711,057 |
||||||||||||||||||||||||||||
|
Year |
Average |
Average |
Average Equity |
Average |
||||||||||||||||||||
|
2024 |
$ |
943,810 |
$ |
391,831 |
$ |
(210,183 |
) |
$ |
341,797 |
|||||||||||||||
|
2023 |
$ |
1,016,764 |
$ |
457,533 |
$ |
123,555 |
$ |
682,786 |
||||||||||||||||
|
2022 |
$ |
797,339 |
$ |
183,967 |
$ |
338,212 |
$ |
951,584 |
||||||||||||||||
|
2021 |
$ |
750,142 |
$ |
296,973 |
$ |
(43,804 |
) |
$ |
409,365 |
|||||||||||||||
|
2020 |
$ |
845,446 |
$ |
263,333 |
$ |
219,171 |
$ |
801,284 |
||||||||||||||||
|
Year |
Average |
Average |
Average |
Average |
Average |
Average Value |
Total |
|||||||||||||||||||||||||||||||||||
|
2024 |
$ |
70,074 |
$ |
(304,942 |
) |
$ |
22,395 |
$ |
(7,053 |
) |
$ |
- |
$ |
9,343 |
$ |
(210,183 |
) |
|||||||||||||||||||||||||
|
2023 |
$ |
328,872 |
$ |
(97,458 |
) |
$ |
- |
$ |
(8,998 |
) |
$ |
(107,885 |
) |
$ |
9,023 |
$ |
123,555 |
|||||||||||||||||||||||||
|
2022 |
$ |
294,838 |
$ |
108,664 |
$ |
- |
$ |
(2,750 |
) |
$ |
(76,160 |
) |
$ |
13,620 |
$ |
338,212 |
||||||||||||||||||||||||||
|
2021 |
$ |
136,391 |
$ |
4,108 |
$ |
- |
$ |
4,682 |
$ |
(189,492 |
) |
$ |
507 |
$ |
(43,804 |
) |
||||||||||||||||||||||||||
|
2020 |
$ |
192,886 |
$ |
51,231 |
$ |
49,913 |
$ |
(23,265 |
) |
$ |
(61,129 |
) |
$ |
9,536 |
$ |
219,171 |
||||||||||||||||||||||||||
2025 Proxy Statement |49
Financial Performance Measures
As described in greater detail in "Executive Compensation and Related Information - Compensation Discussion and Analysis," the Company's executive compensation program reflects an objective pay-for-performance philosophy. The metrics that the Company uses for both our short-term and long-term incentive awards are selected based on an overall objective of providing incentives to our named executive officers to increase the value of our enterprise for our shareholders. In addition to Adjusted EBITDA, which is the sole financial performance metric currently used in our short-term incentive plan, and relative TSR, which is included as a modifier to our Adjusted EPS performance in the current design of our long-term incentive plan, the most important financial performance measures used by the Company to measure and internally manage our performance and to align the executive compensation actually paid to our NEOs with the Company's performance are as follows:
50|
Analysis of Information Presented in Pay versus Performance Table
As described in greater detail in "Executive Compensation and Related Information - Compensation Discussion and Analysis," the Company's executive compensation program reflects a strong pay-for-performance philosophy with an emphasis on variable, performance-based compensation. While the Company uses several objective metrics to align executive compensation with our financial performance, we do not specifically align such metrics with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables to reflect the relationships between certain of the information presented in the Pay versus Performance table and CAP. The CAP vs. TSR table includes TSR information from the following two peer groups, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a retuis indicated: (1) S&P 600 Materials (Sector), and (2) S&P 600 Industrials (Sector). The TSR information from the S&P 600 Industrials (Sector) is included as supplemental information. The blended weighted TSR of these two peer groups is currently used by the Company to determine the Company's relative TSR performance for purposes of applying a potential positive or negative modifier in connection with the settlement of the Company's long-term performance-based incentive awards, as described under "Executive Compensation and Related Information - Compensation Discussion and Analysis - 2024 Long-Term Incentives."
2025 Proxy Statement |51
CEOPay Ratio
As a result of rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the
The annual total compensation paid to our CEO in 2024 based on his time of service was $4,212,044, as reflected in the Summary Compensation Table information included in this Proxy Statement. The annual total compensation for 2024 of our median employee (other than the CEO) was calculated in accordance with the requirements of the Summary Compensation Table and determined to be $63,074. Accordingly, our CEO annual total actual compensation in 2024 was approximately 66.78 times that of our median employee in 2024.
The
Policies and Procedures with Respect to Related Party Transactions
The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, it is our preference, as a general rule, to avoid related party transactions. No related party transactions occurred during fiscal year 2024.
Our Governance Committee reviews all relationships and transactions in which we and our directors, nominees for director and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. In addition, under our Code of Business Conduct and Ethics, our Audit Committee is responsible for reviewing and investigating any matters pertaining to our ethical codes of conduct, including conflicts of interest.
52|
Security Ownership of Certain Beneficial Owners and Management
The following table shows the number of shares of our common stock beneficially owned as of March 6, 2025 (unless otherwise indicated) by:
A beneficial owner of stock is a person who has sole or shared voting power, meaning the power to control voting decisions, or sole or shared investment power, meaning the power to cause the sale of the stock. All individuals listed in the table have sole voting and investment power over the shares unless otherwise noted. The Company had no preferred stock issued or outstanding.
|
Shares |
Percent of |
|||||||||||
|
|
||||||||||||
|
|
5,391,685 |
14.9 |
% |
|||||||||
|
|
2,998,135 |
8.3 |
% |
|||||||||
|
The Vanguard Group(5) |
2,602,748 |
7.2 |
% |
|||||||||
|
Allspring Global Investments Holdings, LLC(6) |
2,130,794 |
5.8 |
% |
|||||||||
|
Directors, Nominees, and Named Executive Officers(7,8) |
||||||||||||
|
|
28,575 |
* |
||||||||||
|
|
44,233 |
* |
||||||||||
|
|
27,998 |
* |
||||||||||
|
|
15,781 |
|||||||||||
|
|
241,626 |
* |
||||||||||
|
|
- |
* |
||||||||||
|
|
20,961 |
* |
||||||||||
|
|
59,788 |
* |
||||||||||
|
|
47,431 |
* |
||||||||||
|
|
22,328 |
* |
||||||||||
|
|
56,993 |
* |
||||||||||
|
|
61,093 |
* |
||||||||||
|
|
42,578 |
* |
||||||||||
|
All directors and executive officers as a group (13 persons) |
669,385 |
1.85 |
% |
|||||||||
* Less than 1% ownership
2025 Proxy Statement |53
54|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires
2025 Proxy Statement |55
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company's independent registered public accounting firm. In accordance with these responsibilities, the Audit Committee appointed
In selecting EY as the Company's independent registered public accounting firm, the Audit Committee considered a variety of factors, including:
In determining whether to reappoint EY as the Company's independent registered public accounting firm for the year ending December 31, 2025, the Audit Committee again took those factors into consideration along with its evaluation of the past performance of EY and EY's familiarity with the Company's business and internal control over financial reporting. EY's audit report appears in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
In accordance with
The Audit Committee believes that the continued retention of EY as our independent registered public accounting firm is in the best interest of the Company and our shareholders and, although shareholder ratification is not required under the laws of the
Required Vote and Board Recommendation
The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy and entitled to vote on the proposal is required to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2025. A properly executed proxy marked "abstain" with respect to Proposal 3 will not be voted with respect to the proposal. Accordingly, for purposes of Proposal 3, abstentions will be counted in determining the required vote and will have the effect of a vote "against" the proposal.
Even if the appointment of EY is ratified by shareholders, the Audit Committee, in its discretion, could decide to terminate EY's engagement and appoint another independent registered accounting firm if the Audit Committee determines such action is appropriate or necessary. If the appointment of EY is not ratified by shareholders, the Audit Committee will reconsider the appointment but may decide to maintain the appointment.
The Audit Committee and the Board of Directors each unanimously recommend that you vote "FOR" Proposal 3
56|
Matters Relating to the Independent Registered Public Accounting Firm
EYRepresentatives at Annual Meeting
EY audited the books and records of the Company for the years ended December 31, 2024 and 2023. Representatives of EY are expected to be available at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if they desire to do so.
Fees
A description of the fees billed to the Company by EY for the years ended December 31, 2024 and 2023 is set forth in the table below.
EY was first retained by the Audit Committee in 2011. The Audit Committee reviewed the non-audit services provided by EY during the year ended December 31, 2024, and determined that the provision of such non-audit services was compatible with maintaining its independence (see the Audit Committee Report on the following page).
|
2024 |
2023 |
||||||||||
|
Audit Fees(1) |
$ |
2,756,900 |
$ |
2,068,000 |
|||||||
|
Audit Related Fees |
$ |
0 |
$ |
0 |
|||||||
|
Tax Fees(2) |
$ |
24,192 |
$ |
85,452 |
|||||||
|
All Other Fees(3) |
$ |
2,000 |
$ |
3,600 |
|||||||
|
Total Fees |
$ |
2,783,092 |
$ |
2,157,052 |
|||||||
Pre-Approval Policy
The Audit Committee's Pre-Approval Policy requires the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific fee range or budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this policy, and the fees for the services performed to date. During 2024, all services were pre-approved by the Audit Committee in accordance with the policy. The Pre-Approval Policy is available on the "Corporate Governance" page accessed from the "Investor Relations" page of our website atwww.myersindustries.com.
2025 Proxy Statement |57
Audit Committee Report
The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the
The Audit Committee, which is composed of four independent directors, is responsible for assisting the Board in fulfilling its oversight responsibilities pertaining to the accounting, auditing and financial reporting processes of the Company. The duties and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, which is published on the Company's website (www.myersindustries.com) on the "Corporate Governance" page under the "Investor Relations" section and can be found directly here:
https://s24.q4cdn.com/344613025/files/doc_downloads/audit/2023/05/myers-audit-committee-charter-eff-2023-04-26.pdf
Management is responsible for establishing and maintaining the Company's internal control over financial reporting and for preparing financial statements in accordance with accounting principles generally accepted in
Each member of the Audit Committee is financially literate and independent as defined under the Board of Directors Independence Criteria policy and the independence standards set by NYSE for both directors and audit committee members. With respect to 2024, the Board identified each of
The Audit Committee's responsibility is one of oversight. Members of the Audit Committee rely on the information provided and the representations made to them by management, which has primary responsibility for establishing and maintaining appropriate internal control over financial reporting, and for the Company's financial statements and reports; and by the independent registered public accounting firm, which is responsible for performing an audit in accordance with Standards of the
In the performance of our duties, we have:
58|
Based on the reviews and discussions referred to above, and exercising our business judgment, we recommended to the Board that the financial statements referred to above be included in this Proxy Statement and incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. We have selected EY as the Company's independent registered public accounting firm for fiscal 2025, and have approved submitting the selection of the independent registered public accounting firm for ratification by the shareholders.
The foregoing report has been furnished by the current members of the Audit Committee, being:
2025 Proxy Statement |59
General Information About the Meeting and Voting
|
Meeting Time and Applicable Dates |
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of |
|
|
Myers will host the 2025 Annual Meeting live via the internet and in person at Courtyard by Marriott, 41 Furnace St., |
||
|
Shareholders may vote and submit questions in accordance with the rules of conduct for the Annual Meeting while attending in person or while connected to the Annual Meeting on the internet. |
||
|
Attending the Meeting Online |
You will need the information printed in the box marked by an arrow included on your proxy card (if you received a printed copy of the proxy materials) in order to be able to vote your shares or submit questions during the meeting. |
|
|
Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at: |
||
|
www.virtualshareholdermeeting.com/MYE2025 |
||
|
If you do not have the information provided on your notice or proxy card, you will be able to listen to the meeting only - you will not be able to vote or submit questions during the meeting. |
||
|
Proxy Voting by Registered Shareholders and Beneficial Owners |
If your shares of common stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., then you are a shareholder of record with respect to those shares and you may either vote live via webcast or in person at the Annual Meeting or by using the enclosed proxy card to vote by telephone, by internet, or by signing, dating and returning the proxy card in the envelope provided. If you hold shares of common stock in a brokerage account or through a bank or other holder of record, you are considered the beneficial owner of the shares, which is often referred to as holding the shares of common stock in "street name." Whether or not you plan to attend the Annual Meeting in person or via webcast, you should submit your proxy card as soon as possible. If your shares are held in "street name" then you must instruct them to vote on your behalf, otherwise your shares cannot be voted at the Annual Meeting. You should follow the directions provided by your broker, bank or other nominee regarding how to instruct such party to vote. If you have questions or need assistance in voting your shares, please contact our Investor Relations Department at the address and phone number below. |
|
|
1293 South Main Street (330) 761-6212 |
||
60|
|
Voting of Shares Held in "Street Name" |
A "broker non-vote" occurs when a beneficial owner holds the shares of common stock in "street name" through a broker, bank, or other holder of record who is considered the registered shareholder with respect to those shares, and the beneficial owner does not provide the broker, bank, or other holder of record with instructions within the required timeframe before the Annual Meeting of Shareholders as to how to vote the shares on "non-routine" matters. Under NYSE rules, your broker, bank, or other holder of record cannot vote your shares of common stock on non-routine matters unless it receives instructions from you as to how to vote. NYSE determines which matters are routine or non-routine. Matters such as Proposal 1 (Election of Directors) and Proposal 2 (Advisory Vote to Approve Compensation of Named Executive Officers) typically are considered by NYSE to be "non-routine" matters on which your broker, bank or other holder of record can vote your sharesonlyif it receives instructions from you. Matters such as Proposal 3 (Ratification of Appointment of Independent Public Accounting Firm) typically are considered by NYSE to be a routine matter. |
|
|
Your broker, bank or other holder of record will send you directions on how to instruct it to vote the shares of common stock you own beneficially. |
||
|
A shareholder who has given a proxy may revoke it at any time prior to its exercise by: |
||
|
•
Executing and delivering to the Secretary of the Company a later dated proxy reflecting contrary instructions
|
||
|
Proxy Revocation |
||
|
•
Participating live in the Annual Meeting via webcast or in person and taking appropriate steps to vote, or
|
||
|
•
Giving written notice of such revocation to the Secretary of the Company
|
||
|
Voting Confidentiality |
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed to anyone outside of the Company or its agents except as required by law. |
|
|
Participants in the Proxy Solicitation |
This Proxy Statement is furnished in connection with the solicitation of proxies by the Company, the current directors and the nominees for election as director to be used at the Annual Meeting and any adjournment thereof. |
|
|
Outstanding Shares and Quorum |
On the record date, Myers had outstanding [37,295,964] shares of common stock, without par value. Each share of common stock is entitled to one vote. For information concerning our "Principal Shareholders" see the section titled "Security Ownership of Certain Beneficial Owners and Management" above. In accordance with the Company's Regulations, the holders of shares of common stock entitling them to exercise a majority of the voting power of the Company, present in person or by proxy, shall constitute a quorum for purposes of the Annual Meeting of Shareholders. Shares of common stock represented by signed proxies will be counted toward the establishment of a quorum on all matters even if they represent broker non-votes or they are signed but otherwise unmarked, or marked "Abstain" or "Against." |
|
|
Proxy Instructions |
All shares of common stock represented by properly executed proxies which are returned and not revoked will be voted in accordance with the instructions, if any, given therein. If no instructions are provided in a proxy, the shares of common stock represented by such proxy will be voted "For" election of each of the director nominees, "For" approval of the advisory resolution to approve the compensation of the Company's named executive officers, "For" ratification of the appointment of EY, and in accordance with the proxy-holder's best judgment as to other matters, if any, which may be properly raised at the Annual Meeting. |
|
2025 Proxy Statement |61
|
Inspector of Election |
The inspector of election for the Annual Meeting shall determine the number of votes cast by holders of common stock for all matters. The Board has appointed |
|
|
Address |
The mailing address of the principal executive offices of the Company is: 1293 South Main Street, |
|
|
Mailing Date |
This Proxy Statement, together with the related proxy card and our 2024 Annual Report to Shareholders, is being mailed to our shareholders on or about March 14, 2025. |
|
|
Availability on the Internet |
This Proxy Statement and the Company's 2024 Annual Report to Shareholders are available on Myers' website at http://investor.myersindustries.com/investor-relations/financial-information/default.aspx. |
|
62|
Executive Officers of the Company
Disclosure regarding the executive officers of the Company is set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the
Shareholder Proposals for Inclusion in Proxy Statement
Any shareholder who intends to present a proposal at the Company's 2026 Annual Meeting of Shareholders must deliver a signed letter of proposal to the following address: Corporate Governance Committee, c/o Secretary,
In accordance with our Regulations, a shareholder may submit notice of a shareholder proposal that it intends to raise at our Annual Meeting (and not desiring to be included in the Company's proxy statement) only if advance written notice of such intention is received by the Secretary not less than 90 days nor more than 120 days prior to the one year anniversary date of the immediately preceding Annual Meeting of Shareholders; provided, however, that in the event that the Annual Meeting is called to be held on a date that is not within 30 days before or after such anniversary date, notice by a shareholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A shareholder wishing to submit a shareholder proposal must follow the procedure outlined in Article I, Section 11 of our Regulations, titled "
Incorporation by Reference
The CMD Committee Report and the Audit Committee Report (including reference to the independence of the Audit Committee members) are not deemed filed with the
Cost of Proxy Solicitation
The accompanying proxy is solicited by and on behalf of the Board, whose notice of meeting is attached to this Proxy Statement, and the entire cost of such solicitation will be borne by Myers. In addition to the use of the mail, proxies may be solicited by personal interview and telephone by directors, officers and employees of Myers. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Myers will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.
2025 Proxy Statement |63
Copyof the Form 10-K
Although a copy of the Annual Report on Form 10-K is provided to you at the time of delivery of the definitive Proxy Statement, we will mail without charge, upon written request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2024, including the consolidated financial statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to:
Notice Regarding Delivery of Security Holder Documents
The
Trademark
64|
APPENDIX A
Reconciliation of non-GAAP Financial Measures
Adjusted Net Income, Operating Income, EBITDA and Earnings per Share; Free Cash Flow (unaudited)
|
Year Ended December 31, 2024 |
||||||||||||||||||||
|
Material |
Distribution |
Segment |
Corporate & |
Total |
||||||||||||||||
|
Net sales |
$ |
621,655 |
$ |
214,768 |
$ |
836,423 |
$ |
(142 |
) |
$ |
836,281 |
|||||||||
|
Net income |
7,201 |
|||||||||||||||||||
|
Net income margin |
0.9 |
% |
||||||||||||||||||
|
Gross profit |
270,805 |
|||||||||||||||||||
|
Add: Restructuring expenses and other |
4,006 |
|||||||||||||||||||
|
Add: Acquisition-related inventory step-up |
4,457 |
|||||||||||||||||||
|
Adjusted gross profit |
279,268 |
|||||||||||||||||||
|
Gross margin as adjusted |
33.4 |
% |
||||||||||||||||||
|
Operating income (loss) |
77,767 |
3,363 |
81,130 |
(36,650 |
) |
44,480 |
||||||||||||||
|
Operating income margin |
12.5 |
% |
1.6 |
% |
9.7 |
% |
n/a |
5.3 |
% |
|||||||||||
|
Add: Executive severance costs |
- |
- |
- |
1,405 |
1,405 |
|||||||||||||||
|
Add: Restructuring expenses and other |
3,867 |
1,402 |
5,269 |
2,271 |
7,540 |
|||||||||||||||
|
Add: Acquisition and integration costs |
305 |
- |
305 |
4,344 |
4,649 |
|||||||||||||||
|
Add: Acquisition-related inventory step-up |
4,457 |
- |
4,457 |
- |
4,457 |
|||||||||||||||
|
Add: Impairment charges |
22,016 |
- |
22,016 |
- |
22,016 |
|||||||||||||||
|
Less: Insurance recovery of legal fees |
(702 |
) |
- |
(702 |
) |
- |
(702 |
) |
||||||||||||
|
Add: Environmental reserves, net(2) |
- |
- |
- |
(200 |
) |
(200 |
) |
|||||||||||||
|
Adjusted operating income (loss)(1) |
107,710 |
4,765 |
112,475 |
(28,830 |
) |
83,645 |
||||||||||||||
|
Adjusted operating income margin |
17.3 |
% |
2.2 |
% |
13.4 |
% |
n/a |
10.0 |
% |
|||||||||||
|
Add: Depreciation and amortization |
34,499 |
3,248 |
37,747 |
846 |
38,593 |
|||||||||||||||
|
Adjusted EBITDA |
$ |
142,209 |
$ |
8,013 |
$ |
150,222 |
$ |
(27,984 |
) |
$ |
122,238 |
|||||||||
|
Adjusted EBITDA margin |
22.9 |
% |
3.7 |
% |
18.0 |
% |
n/a |
14.6 |
% |
|||||||||||
2024 Proxy Statement |A-1
|
Year Ended December 31, 2023 |
||||||||||||||||||||
|
Material |
Distribution |
Segment |
Corporate & |
Total |
||||||||||||||||
|
Net sales |
$ |
555,259 |
$ |
257,875 |
$ |
813,134 |
$ |
(67 |
) |
$ |
813,067 |
|||||||||
|
Net income |
48,867 |
|||||||||||||||||||
|
Net income margin |
6.0 |
% |
||||||||||||||||||
|
Gross profit |
259,086 |
|||||||||||||||||||
|
Add: Restructuring expenses and other |
829 |
|||||||||||||||||||
|
Adjusted gross profit |
259,915 |
|||||||||||||||||||
|
Gross margin as adjusted |
32.0 |
% |
||||||||||||||||||
|
Operating income (loss) |
100,088 |
10,967 |
111,055 |
(38,650 |
) |
72,405 |
||||||||||||||
|
Operating income margin |
18.0 |
% |
4.3 |
% |
13.7 |
% |
n/a |
8.9 |
% |
|||||||||||
|
Add: Executive severance costs |
- |
410 |
410 |
289 |
699 |
|||||||||||||||
|
Add: Restructuring expenses and other |
1,456 |
914 |
2,370 |
166 |
2,536 |
|||||||||||||||
|
Add: Acquisition and integration costs |
- |
376 |
376 |
2,745 |
3,121 |
|||||||||||||||
|
Less: Insurance recovery of legal fees(3) |
(6,700 |
) |
- |
(6,700 |
) |
- |
(6,700 |
) |
||||||||||||
|
Add: Environmental reserves, net(2) |
- |
- |
- |
3,200 |
3,200 |
|||||||||||||||
|
Adjusted operating income (loss)(1) |
94,844 |
12,667 |
107,511 |
(32,250 |
) |
75,261 |
||||||||||||||
|
Adjusted operating income margin |
17.1 |
% |
4.9 |
% |
13.2 |
% |
n/a |
9.3 |
% |
|||||||||||
|
Add: Depreciation and amortization |
18,917 |
3,197 |
22,114 |
672 |
22,786 |
|||||||||||||||
|
Adjusted EBITDA |
$ |
113,761 |
$ |
15,864 |
$ |
129,625 |
$ |
(31,578 |
) |
$ |
98,047 |
|||||||||
|
Adjusted EBITDA margin |
20.5 |
% |
6.2 |
% |
15.9 |
% |
n/a |
12.1 |
% |
|||||||||||
A-2|
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Adjusted operating income (loss) reconciliation: |
||||||||
|
Operating income (loss) |
$ |
44,480 |
$ |
72,405 |
||||
|
Executive severance costs |
1,405 |
699 |
||||||
|
Restructuring expenses and other adjustments |
7,540 |
2,536 |
||||||
|
Acquisition and integration costs |
4,649 |
3,121 |
||||||
|
Acquisition-related inventory step-up |
4,457 |
|||||||
|
Impairment charges |
22,016 |
|||||||
|
Insurance recovery of legal fees |
(702 |
) |
(6,700 |
) |
||||
|
Environmental reserves, net |
(200 |
) |
3,200 |
|||||
|
Adjusted operating income (loss) |
$ |
83,645 |
$ |
75,261 |
||||
|
Adjusted EBITDA reconciliation: |
||||||||
|
Net income (loss) |
$ |
7,201 |
$ |
48,867 |
||||
|
Income tax expense (benefit) |
6,342 |
17,189 |
||||||
|
Interest expense, net |
30,937 |
6,349 |
||||||
|
Operating income (loss) |
44,480 |
72,405 |
||||||
|
Depreciation and amortization |
38,593 |
22,786 |
||||||
|
Executive severance costs |
1,405 |
699 |
||||||
|
Restructuring expenses and other adjustments |
7,540 |
2,536 |
||||||
|
Acquisition and integration costs |
4,649 |
3,121 |
||||||
|
Acquisition-related inventory step-up |
4,457 |
|||||||
|
Impairment charges |
22,016 |
|||||||
|
Insurance recovery of legal fees |
(702 |
) |
(6,700 |
) |
||||
|
Environmental reserves, net |
(200 |
) |
3,200 |
|||||
|
Adjusted EBITDA |
$ |
122,238 |
$ |
98,047 |
||||
|
Free cash flow reconciliation: |
||||||||
|
Net cash provided by (used for) operating activities |
$ |
79,292 |
$ |
86,172 |
||||
|
Capital expenditures |
(24,435 |
) |
(22,855 |
) |
||||
|
Free cash flow |
$ |
54,857 |
$ |
63,317 |
||||
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Adjusted net income (loss) reconciliation: |
||||||||
|
Net income (loss) |
$ |
7,201 |
$ |
48,867 |
||||
|
Income tax expense (benefit) |
6,342 |
17,189 |
||||||
|
Income (loss) before income taxes |
13,543 |
66,056 |
||||||
|
Executive severance costs |
1,405 |
699 |
||||||
|
Restructuring expenses and other adjustments |
7,540 |
2,536 |
||||||
|
Acquisition and integration costs |
4,649 |
3,121 |
||||||
|
Acquisition-related inventory step-up |
4,457 |
|||||||
|
Impairment charges |
22,016 |
|||||||
|
Insurance recovery of legal fees |
(702 |
) |
(6,700 |
) |
||||
|
Environmental reserves, net |
(200 |
) |
3,200 |
|||||
|
Adjusted income (loss) before income taxes |
52,708 |
68,912 |
||||||
|
Income tax expense, as adjusted(1) |
(13,704 |
) |
(17,228 |
) |
||||
|
Adjusted net income (loss) |
$ |
39,004 |
$ |
51,684 |
||||
|
Adjusted earnings per diluted share reconciliation: |
||||||||
|
Net income (loss) per common diluted share |
$ |
0.19 |
$ |
1.32 |
||||
|
Executive severance costs |
0.04 |
0.02 |
||||||
|
Restructuring expenses and other adjustments |
0.20 |
0.06 |
||||||
|
Acquisition and integration costs |
0.13 |
0.08 |
||||||
|
Acquisition-related inventory step-up |
0.12 |
|||||||
|
Impairment charges |
0.59 |
|||||||
|
Insurance recovery of legal fees |
(0.02 |
) |
(0.18 |
) |
||||
|
Environmental reserves, net |
(0.01 |
) |
0.09 |
|||||
|
Adjusted effective income tax rate impact |
(0.20) |
(0.00) |
||||||
|
Adjusted earnings per diluted share(2) |
$ |
1.04 |
$ |
1.39 |
||||
Items in this table may not recalculate due to rounding
A-4|
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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