Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 4 Months Ended 8 Months Ended 12 Months Ended
Apr. 25, 2022
Dec. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay vs. Performance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total for
First PEO(1)
 
 
Summary
Compensation
Table Total for
Second PEO(1)
 
 
Compensation
Actually Paid to
First PEO(1)(2)
 
 
Compensation
Actually Paid to
Second PEO(1)(2)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(3)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)(3)
 
 
Value of Initial Fixed $100
Investment Based On:(4)
 
 
Net
Income
($ Thousands)
 
 
Adjusted
EBITDA
($ Thousands)
 
 
Total
Shareholder
Return
 
 
Peer Group
Total
Shareholder
Return(5)
 
 
2024
 
 
$4,092,116
 
 
N/A
 
 
$1,213,158
 
 
N/A
 
 
$1,243,731
 
 
$524,539
 
 
$63
 
 
$131
 
 
($6,700)
 
 
$238,200
 
 
2023
 
 
$4,669,022(6)
 
 
N/A
 
 
$4,385,674
 
 
N/A
 
 
$1,553,253
 
 
$1,574,071
 
 
$80
 
 
$129
 
 
$71,200
 
 
$259,900
 
 
2022
 
 
$8,958,314
 
 
$4,378,660
 
 
($306,892)
 
 
$3,755,039
 
 
$2,232,721
 
 
$1,293,593
 
 
$73
 
 
$113
 
 
$69,800
 
 
$276,800
 
 
2021
 
 
$8,953,055
 
 
N/A
 
 
$7,292,777
 
 
N/A
 
 
$2,421,693
 
 
$2,056,217
 
 
$84
 
 
$134
 
 
$1,800
 
 
$227,600
 
 
2020
 
 
$5,580,953
 
 
N/A
 
 
$5,124,015
 
 
N/A
 
 
$1,926,164
 
 
$1,748,569
 
 
$95
 
 
$115
 
 
$54,300
 
 
$192,600
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The Principal Executive Officer (“PEO”) for 2023 and 2024 was Kurt J. Bitting, Chief Executive Officer and he is referenced as the “First PEO” for 2023 and 2024 in the charts in this section. The PEO for 2020, 2021, and 2022 was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022), and he is referenced as the “First PEO” for 2020, 2021 and 2022 in the charts in this section. Mr. Bitting became our Chief Executive Officer effective April 25, 2022 and is referenced as the “Second PEO” for 2022 in the charts in this section.
(2)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
(3)
The non-PEO NEOs for 2020 through 2024 and their respective titles during such year were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020
 
 
2021
 
 
2022
 
 
2023
 
 
2024
 
 
Michael Crews, Executive Vice President and Chief Financial Officer
 
 
Thomas Schneberger, Vice President and President — Catalyst Technologies
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Ray Kolberg, Vice President and President — Catalysts
 
 
Kurt Bitting, Vice President and President — Ecoservices
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
Albert F. Beninati, Jr., Vice President and President — Performance Chemicals
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Paul Whittleston, Vice President — Strategy and Business Development
 
 
Paul Whittleston, Vice President and President — Catalyst Technologies
 
 
Paul Whittleston, Vice President and President — Advanced Materials and Catalysts
 
 
Scott Randolph, Vice President and President — Performance Materials
 
 
Albert F. Beninati, Jr., Vice President and President — Performance Chemicals
 
 
Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies
 
 
 
 
 
 
 
 
 
 
 
Michael Crews, Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4)
For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. TSR and peer group TSR has been calculated based on a fixed investment of one hundred dollars at the beginning of the measurement point. TSR Values for 2022, 2021 and 2020 have been revised from those shown in the first Pay-Versus-Performance table in our Definitive Proxy Statement filed in 2023 to reflect a correction in the calculation of TSR.
(5)
The peer group for 2024 used in this calculation is defined as the “2024 Compensation Peer Group” on page 37. The only adjustment to the peer group for 2024 approved in October 2023 was the removal of GCP Applied Technologies following their acquisition. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated.
(6)
The amount reflects a revision from the figure published in last year's proxy statement which was shown as $5,292,498 due to an inadvertent calculation error.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary Compensation
Table Total for First PEO
 
 
Exclusion of Stock Awards and
Option Awards for First PEO
 
 
Inclusion of Equity
Values for First PEO
 
 
Compensation Actually
Paid to First PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2024
 
 
$4,092,116
 
 
($2,761,375)
 
 
($117,583)
 
 
$1,213,158
 
 
2023
 
 
$4,669,022
 
 
($3,481,553)(1)
 
 
$3,198,205
 
 
$4,385,674
 
 
2022
 
 
$8,958,314
 
 
($5,869,774)
 
 
($3,395,432)
 
 
($306,892)
 
 
2021
 
 
$8,953,055
 
 
($6,000,007)
 
 
$4,339,729
 
 
$7,292,777
 
 
2020
 
 
$5,580,953
 
 
($3,999,998)
 
 
$3,543,060
 
 
$5,124,015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
This amount reflects a revision from the figure published in last year’s proxy statement which was shown as $4,105,028 due to an inadvertent calculation error
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary Compensation
Table Total for Second PEO
 
 
Exclusion of Stock Awards and
Option Awards for Second PEO
 
 
Inclusion of Equity
Values for Second PEO
 
 
Compensation Actually
Paid to Second PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2022
 
 
$4,378,660
 
 
($2,670,440)
 
 
$2,046,819
 
 
$3,755,039
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation Table
Total for Non-PEO NEOs
 
 
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
 
 
Average Inclusion of
Equity Values for
Non-PEO NEOs
 
 
Average Compensation
Actually Paid to
Non-PEO NEOs(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2024
 
 
$1,243,731
 
 
($616,794)
 
 
($102,398)
 
 
$524,539
 
 
2023
 
 
$1,553,253
 
 
($983,040)
 
 
$1,003,858
 
 
$1,574,071
 
 
2022
 
 
$2,232,721
 
 
($1,498,620)
 
 
$559,493
 
 
$1,293,593
 
 
2021
 
 
$2,421,693
 
 
($1,333,333)
 
 
$967,858
 
 
$2,056,217
 
 
2020
 
 
$1,926,164
 
 
($930,005)
 
 
$752,409
 
 
$1,748,569
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d). Instances in which the figure in column (d) does not align with the total sum of columns (a), (b) and (c) is the result of rounding the other columns to the nearest whole dollar.
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity
Awards for
First PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
 
 
Total Inclusion
of Equity Values
for First PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$1,449,715
 
 
($1,317,798)
 
 
—
 
 
($38,816)
 
 
($210,685)
 
 
—
 
 
($117,583)
 
 
2023
 
 
$3,046,036
 
 
($119,368)
 
 
—
 
 
$433,439
 
 
($161,902)
 
 
—
 
 
$3,198,205
 
 
2022
 
 
$52,192
 
 
($254,446)
 
 
—
 
 
$34,177
 
 
($3,227,355)
 
 
—
 
 
($3,395,432)
 
 
2021
 
 
$5,150,840
 
 
($858,578)
 
 
—
 
 
$47,466
 
 
—
 
 
—
 
 
$4,339,729
 
 
2020
 
 
$4,202,039
 
 
($196,873)
 
 
—
 
 
($462,107)
 
 
—
 
 
—
 
 
$3,543,060
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
 
 
Total Inclusion
of Equity Values
for Second PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2022
 
 
$2,199,740
 
 
($159,076)
 
 
—
 
 
$6,156
 
 
—
 
 
—
 
 
$2,046,819
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
 
 
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
 
 
Average Value
of Dividends
or Other
Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
 
 
Average Total
Inclusion of
Equity Values for
Non-PEO NEOs(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$338,619
 
 
($334,200)
 
 
—
 
 
($17,275)
 
 
($89,542)
 
 
—
 
 
($102,398)
 
 
2023
 
 
$883,892
 
 
($31,121)
 
 
—
 
 
$201,003
 
 
($49,916)
 
 
—
 
 
$1,003,858
 
 
2022
 
 
$811,571
 
 
($51,158)
 
 
—
 
 
$840
 
 
($201,761)
 
 
—
 
 
$559,493
 
 
2021
 
 
$1,109,321
 
 
($148,209)
 
 
—
 
 
$6,746
 
 
—
 
 
—
 
 
$967,858
 
 
2020
 
 
$969,619
 
 
($42,613)
 
 
—
 
 
($174,596)
 
 
—
 
 
—
 
 
$752,409
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). Instances in which the figure in column (g) does not align with the total sum of columns (a), (b), (c), (d), (e) and (f) is the result of rounding the other columns to the nearest whole number.
       
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote    
(1)
The Principal Executive Officer (“PEO”) for 2023 and 2024 was Kurt J. Bitting, Chief Executive Officer and he is referenced as the “First PEO” for 2023 and 2024 in the charts in this section. The PEO for 2020, 2021, and 2022 was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022), and he is referenced as the “First PEO” for 2020, 2021 and 2022 in the charts in this section. Mr. Bitting became our Chief Executive Officer effective April 25, 2022 and is referenced as the “Second PEO” for 2022 in the charts in this section.
(3)
The non-PEO NEOs for 2020 through 2024 and their respective titles during such year were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020
 
 
2021
 
 
2022
 
 
2023
 
 
2024
 
 
Michael Crews, Executive Vice President and Chief Financial Officer
 
 
Thomas Schneberger, Vice President and President — Catalyst Technologies
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
Ray Kolberg, Vice President and President — Catalysts
 
 
Kurt Bitting, Vice President and President — Ecoservices
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Michael Feehan, Vice President and Chief Financial Officer
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
George L. Vann, Jr., Vice President and President — Ecoservices
 
 
Albert F. Beninati, Jr., Vice President and President — Performance Chemicals
 
 
Joseph S. Koscinski, Vice President, General Counsel and Secretary
 
 
Paul Whittleston, Vice President — Strategy and Business Development
 
 
Paul Whittleston, Vice President and President — Catalyst Technologies
 
 
Paul Whittleston, Vice President and President — Advanced Materials and Catalysts
 
 
Scott Randolph, Vice President and President — Performance Materials
 
 
Albert F. Beninati, Jr., Vice President and President — Performance Chemicals
 
 
Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies
 
 
 
 
 
 
 
 
 
 
 
Michael Crews, Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       
Peer Group Issuers, Footnote    
(5)
The peer group for 2024 used in this calculation is defined as the “2024 Compensation Peer Group” on page 37. The only adjustment to the peer group for 2024 approved in October 2023 was the removal of GCP Applied Technologies following their acquisition. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated.
       
Adjustment To PEO Compensation, Footnote    
(2)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary Compensation
Table Total for First PEO
 
 
Exclusion of Stock Awards and
Option Awards for First PEO
 
 
Inclusion of Equity
Values for First PEO
 
 
Compensation Actually
Paid to First PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2024
 
 
$4,092,116
 
 
($2,761,375)
 
 
($117,583)
 
 
$1,213,158
 
 
2023
 
 
$4,669,022
 
 
($3,481,553)(1)
 
 
$3,198,205
 
 
$4,385,674
 
 
2022
 
 
$8,958,314
 
 
($5,869,774)
 
 
($3,395,432)
 
 
($306,892)
 
 
2021
 
 
$8,953,055
 
 
($6,000,007)
 
 
$4,339,729
 
 
$7,292,777
 
 
2020
 
 
$5,580,953
 
 
($3,999,998)
 
 
$3,543,060
 
 
$5,124,015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
This amount reflects a revision from the figure published in last year’s proxy statement which was shown as $4,105,028 due to an inadvertent calculation error
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary Compensation
Table Total for Second PEO
 
 
Exclusion of Stock Awards and
Option Awards for Second PEO
 
 
Inclusion of Equity
Values for Second PEO
 
 
Compensation Actually
Paid to Second PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2022
 
 
$4,378,660
 
 
($2,670,440)
 
 
$2,046,819
 
 
$3,755,039
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d). Instances in which the figure in column (d) does not align with the total sum of columns (a), (b) and (c) is the result of rounding the other columns to the nearest whole dollar.
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity
Awards for
First PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
 
 
Total Inclusion
of Equity Values
for First PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$1,449,715
 
 
($1,317,798)
 
 
—
 
 
($38,816)
 
 
($210,685)
 
 
—
 
 
($117,583)
 
 
2023
 
 
$3,046,036
 
 
($119,368)
 
 
—
 
 
$433,439
 
 
($161,902)
 
 
—
 
 
$3,198,205
 
 
2022
 
 
$52,192
 
 
($254,446)
 
 
—
 
 
$34,177
 
 
($3,227,355)
 
 
—
 
 
($3,395,432)
 
 
2021
 
 
$5,150,840
 
 
($858,578)
 
 
—
 
 
$47,466
 
 
—
 
 
—
 
 
$4,339,729
 
 
2020
 
 
$4,202,039
 
 
($196,873)
 
 
—
 
 
($462,107)
 
 
—
 
 
—
 
 
$3,543,060
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
 
 
Total Inclusion
of Equity Values
for Second PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2022
 
 
$2,199,740
 
 
($159,076)
 
 
—
 
 
$6,156
 
 
—
 
 
—
 
 
$2,046,819
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). Instances in which the figure in column (g) does not align with the total sum of columns (a), (b), (c), (d), (e) and (f) is the result of rounding the other columns to the nearest whole number.
       
Non-PEO NEO Average Total Compensation Amount     $ 1,243,731 $ 1,553,253 $ 2,232,721 $ 2,421,693 $ 1,926,164
Non-PEO NEO Average Compensation Actually Paid Amount     $ 524,539 1,574,071 1,293,593 2,056,217 1,748,569
Adjustment to Non-PEO NEO Compensation Footnote    
(2)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation Table
Total for Non-PEO NEOs
 
 
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
 
 
Average Inclusion of
Equity Values for
Non-PEO NEOs
 
 
Average Compensation
Actually Paid to
Non-PEO NEOs(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
2024
 
 
$1,243,731
 
 
($616,794)
 
 
($102,398)
 
 
$524,539
 
 
2023
 
 
$1,553,253
 
 
($983,040)
 
 
$1,003,858
 
 
$1,574,071
 
 
2022
 
 
$2,232,721
 
 
($1,498,620)
 
 
$559,493
 
 
$1,293,593
 
 
2021
 
 
$2,421,693
 
 
($1,333,333)
 
 
$967,858
 
 
$2,056,217
 
 
2020
 
 
$1,926,164
 
 
($930,005)
 
 
$752,409
 
 
$1,748,569
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d). Instances in which the figure in column (d) does not align with the total sum of columns (a), (b) and (c) is the result of rounding the other columns to the nearest whole dollar.
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
 
 
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
 
 
Average Value
of Dividends
or Other
Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
 
 
Average Total
Inclusion of
Equity Values for
Non-PEO NEOs(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$338,619
 
 
($334,200)
 
 
—
 
 
($17,275)
 
 
($89,542)
 
 
—
 
 
($102,398)
 
 
2023
 
 
$883,892
 
 
($31,121)
 
 
—
 
 
$201,003
 
 
($49,916)
 
 
—
 
 
$1,003,858
 
 
2022
 
 
$811,571
 
 
($51,158)
 
 
—
 
 
$840
 
 
($201,761)
 
 
—
 
 
$559,493
 
 
2021
 
 
$1,109,321
 
 
($148,209)
 
 
—
 
 
$6,746
 
 
—
 
 
—
 
 
$967,858
 
 
2020
 
 
$969,619
 
 
($42,613)
 
 
—
 
 
($174,596)
 
 
—
 
 
—
 
 
$752,409
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). Instances in which the figure in column (g) does not align with the total sum of columns (a), (b), (c), (d), (e) and (f) is the result of rounding the other columns to the nearest whole number.
       
Compensation Actually Paid vs. Total Shareholder Return    
* Assumes $100 invested at market close of December 31, 2019 in stock or index, including reinvestment of dividends.
        
Compensation Actually Paid vs. Net Income            
Compensation Actually Paid vs. Company Selected Measure            
Total Shareholder Return Vs Peer Group    
* Assumes $100 invested at market close of December 31, 2019 in stock or index, including reinvestment of dividends.
        
Tabular List, Table    
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance.
 
 
 
 
Financial Performance Measures
 
 
Adjusted EBITDA
 
 
Adjusted Free Cash Flow
 
 
TSR
 
 
 
 
 
 
 
 
 
 
       
Total Shareholder Return Amount     $ 63 80 73 84 95
Peer Group Total Shareholder Return Amount     $ 131 $ 129 $ 113 $ 134 $ 115
Company Selected Measure Amount     238,200,000 259,900,000 276,800,000 227,600,000 192,600,000
PEO Name Belgacem Chariag Kurt J. Bitting Kurt J. Bitting Kurt J. Bitting   Belgacem Chariag Belgacem Chariag
Equity Awards Adjustments, Footnote    
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity
Awards for
First PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
 
 
Total Inclusion
of Equity Values
for First PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$1,449,715
 
 
($1,317,798)
 
 
—
 
 
($38,816)
 
 
($210,685)
 
 
—
 
 
($117,583)
 
 
2023
 
 
$3,046,036
 
 
($119,368)
 
 
—
 
 
$433,439
 
 
($161,902)
 
 
—
 
 
$3,198,205
 
 
2022
 
 
$52,192
 
 
($254,446)
 
 
—
 
 
$34,177
 
 
($3,227,355)
 
 
—
 
 
($3,395,432)
 
 
2021
 
 
$5,150,840
 
 
($858,578)
 
 
—
 
 
$47,466
 
 
—
 
 
—
 
 
$4,339,729
 
 
2020
 
 
$4,202,039
 
 
($196,873)
 
 
—
 
 
($462,107)
 
 
—
 
 
—
 
 
$3,543,060
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
 
 
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
 
 
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
 
 
Total Inclusion
of Equity Values
for Second PEO(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2022
 
 
$2,199,740
 
 
($159,076)
 
 
—
 
 
$6,156
 
 
—
 
 
—
 
 
$2,046,819
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
 
 
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
 
 
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
 
 
Average Value
of Dividends
or Other
Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
 
 
Average Total
Inclusion of
Equity Values for
Non-PEO NEOs(1)
 
 
 
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
2024
 
 
$338,619
 
 
($334,200)
 
 
—
 
 
($17,275)
 
 
($89,542)
 
 
—
 
 
($102,398)
 
 
2023
 
 
$883,892
 
 
($31,121)
 
 
—
 
 
$201,003
 
 
($49,916)
 
 
—
 
 
$1,003,858
 
 
2022
 
 
$811,571
 
 
($51,158)
 
 
—
 
 
$840
 
 
($201,761)
 
 
—
 
 
$559,493
 
 
2021
 
 
$1,109,321
 
 
($148,209)
 
 
—
 
 
$6,746
 
 
—
 
 
—
 
 
$967,858
 
 
2020
 
 
$969,619
 
 
($42,613)
 
 
—
 
 
($174,596)
 
 
—
 
 
—
 
 
$752,409
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). Instances in which the figure in column (g) does not align with the total sum of columns (a), (b), (c), (d), (e) and (f) is the result of rounding the other columns to the nearest whole number.
       
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest     $ (6,700,000) $ 71,200,000 $ 69,800,000 $ 1,800,000 $ 54,300,000
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted Free Cash Flow        
Measure:: 3              
Pay vs Performance Disclosure              
Name     TSR        
Kurt J. Bitting [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 4,092,116 4,669,022 4,378,660    
PEO Actually Paid Compensation Amount     1,213,158 4,385,674 3,755,039    
Belgacem Chariag [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         8,958,314 8,953,055 5,580,953
PEO Actually Paid Compensation Amount         (306,892) 7,292,777 5,124,015
PEO [Member] | Kurt J. Bitting [Member]              
Pay vs Performance Disclosure              
Adjustment To Compensation Fair Value of Equity Award Prior Period Before Revision Amount       5,292,498      
PEO [Member] | Kurt J. Bitting [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,761,375) (3,481,553) (2,670,440)    
Adjustment To Compensation Fair Value of Equity Award Prior Period Before Revision Amount       (4,105,028)      
PEO [Member] | Kurt J. Bitting [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (117,583) 3,198,205 2,046,819    
PEO [Member] | Kurt J. Bitting [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,449,715 3,046,036 2,199,740    
PEO [Member] | Kurt J. Bitting [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,317,798) (119,368) (159,076)    
PEO [Member] | Kurt J. Bitting [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO [Member] | Kurt J. Bitting [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (38,816) 433,439 6,156    
PEO [Member] | Kurt J. Bitting [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (210,685) (161,902) 0    
PEO [Member] | Kurt J. Bitting [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO [Member] | Belgacem Chariag [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (5,869,774) (6,000,007) (3,999,998)
PEO [Member] | Belgacem Chariag [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (3,395,432) 4,339,729 3,543,060
PEO [Member] | Belgacem Chariag [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         52,192 5,150,840 4,202,039
PEO [Member] | Belgacem Chariag [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (254,446) (858,578) (196,873)
PEO [Member] | Belgacem Chariag [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 0 0
PEO [Member] | Belgacem Chariag [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         34,177 47,466 (462,107)
PEO [Member] | Belgacem Chariag [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (3,227,355) 0 0
PEO [Member] | Belgacem Chariag [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 0 0
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (616,794) (983,040) (1,498,620) (1,333,333) (930,005)
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (102,398) 1,003,858 559,493 967,858 752,409
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     338,619 883,892 811,571 1,109,321 969,619
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (334,200) (31,121) (51,158) (148,209) (42,613)
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0 0 0
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (17,275) 201,003 840 6,746 (174,596)
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (89,542) (49,916) (201,761) 0 0
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0 $ 0 $ 0 $ 0 $ 0