| Time and Date: | | | | |
| Place: | | | The Company’s headquarters at | |
| Record Date: | | | April | |
| Items to be Voted On: | | | 1. To elect | |
| | | | 2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |
| | | | 3. To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal Three); | |
| | | | 4. To approve the amendment and restatement of our Amended and Restated 2017 Omnibus Incentive Plan (the “Omnibus Plan”) (Proposal Four); and | |
| | | | 5. To approve | |
| | | | 6. To approve the amendment and restatement of our Amended and Restated Certificate of Incorporation to declassify our Board of Directors (Proposal Six); and | |
| | | | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| How to Vote: | | | IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING. | |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON | |
| We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise. | |
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PROPOSAL ONE ELECTION OF DIRECTOR | | | | | | | | ||||
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | | | | |||
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | | | | |||
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| PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS | | | | | | | | |||
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| Date and Time | | | | |
| Location | | | PetIQ’s corporate headquarters, | |
| Record Date | | | April | |
| Shares Outstanding as of the Record Date | | | | |
| Voting | | | You are entitled to one (1) vote for each share of Common Stock you own, on each matter to be voted upon at the Annual | |
| Proposal | | | Board Recommendation | |
| 1. Election of directors (page | | | FOR | |
| 2. Ratification of Selection of Independent Registered Public Accounting Firm (page | | | FOR | |
| 3. Approval on an advisory, non-binding basis of our executive compensation (page | | | FOR | |
| 4. Amended and Restated Omnibus Plan (page | | | FOR | |
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| 6. Amend Certificate of Incorporation to Declassify Board (page 55) | | | FOR | |
| | | | | | | | | | | | | Board Committees(2) | | ||||||
| Name | | | Director Class(1) | | | Director Since | | | Independent | | | Compensation | | | Audit | | | Nominating and Corporate Governance | |
| McCord Christensen | | | III | | | 2017 | | | | | | | | | | | | | |
| Larry Bird | | | II | | | 2018 | | | X | | | | | | C | | | X | |
| Mark First | | | II | | | 2017 | | | X | | | C | | | | | | C | |
| Scott Huff | | | II | | | 2019 | | | X | | | | | | | X | | ||
| | | | | | | X | | | | | X | | | | | ||||
| Sheryl Oloughlin | | | I | | | 2021 | | | X | | | X | | | | | | | |
| | | | | | | X | | | | | | X | | | | |
| LARRY BIRD Director Independent Class Age: Board Committees: Governance | | | Mr. | |
| MARK FIRST Director Independent Class II Director since: 2017 Age: 57 Board Committees: Compensation (Chair) Nominating and Corporate Governance (Chair) | | | Mr. First has served as our Lead Independent Director since our IPO. Prior to our IPO, Mr. | |
| SCOTT HUFF Director Independent Class II Director since: 2019 Age: 50 Board Committees: Compensation Nominating and Corporate Governance | | | Mr. Huff is currently the owner of a retail consulting firm, Amplify Retail Consulting LLC, which he started in June 2017. He previously served as Executive Vice President of the Consumables and Health & Wellness divisions at Walmart Stores, Inc. until his retirement in June 2017. Mr. Huff joined Walmart Stores, Inc. in 1994 and served in a variety of roles, including as Merchandise Manager, Divisional Merchandise Manager, Vice President, and Regional Vice President. Mr. Huff earned a Bachelor of Science in Marketing from Missouri State University. We believe Mr. | |
| | The Board recommends that stockholders vote “FOR” the election of each director nominee. | | |
| Name | | | Position | |
| McCord Christensen | | | Chief Executive Officer and Chairman | |
| Susan Sholtis | | | President | |
| Zvi Glasman | | | Chief Financial Officer | |
| Michael Smith | | | Executive Vice President, Products | |
| R. Michael Herrman | | | Executive Vice President, General Counsel and Secretary | |
| Larry Bird | | | Director | |
| Mark First | | | Lead Independent Director | |
| Scott Huff | | | Director | |
| Kimberly Lefko | | | Director | |
| Sheryl Oloughlin | | | Director | |
| Kenneth Walker | | | Director | |
| MCCORD CHRISTENSEN Chief Executive Officer and Chairman Class III Director since: 2017 Age: 49 Board Committees: None | | | Mr. Christensen co-founded PetIQ in 2010 and has served as our Chief Executive Officer since our inception and as Chairman of our Board since our IPO. In addition to his leadership responsibilities as Chairman and CEO, Mr. Christensen’s expertise in retail and consumer products has enabled PetIQ to deliver targeted and well-executed commercial programs and products across the retail industry. Prior to founding PetIQ, Mr. Christensen gained extensive retail and management experience working at Albertson’s and as an executive in consumer product companies selling to leading U.S. retailers. Mr. Christensen holds a Bachelor of Science in Finance from Boise State University. We believe Mr. Christensen’s qualifications to serve as a director of our Company include his role of Chief Executive Officer of the Company, his experience in the consumer and retail industries, his expertise in corporate strategy and development, his demonstrated business acumen and his extensive experience identifying, consummating, and integrating acquisitions. | |
| KIMBERLY LEFKO Director Class III Director since: 2021 Age: 49 Board Committees: Audit | | | Ms. Lefko has served as the Chief Marketing Officer of Ace Hardware Corporation since 2018. She held positions with Weber-Stephen Products LLC including Chief Marketing Officer, General Manager and Executive Vice President of Marketing from 2013 to 2018. Ms. Lefko served as Senior Vice President of Sales and Company Officer of Marketing at Radio Flyer in 2010 to 2013. Prior to that, she served in positions at Graco Children’s Products (a Newell Rubbermaid Company) from 2001 to 2010. Ms. Lefko earned a Bachelor of Applied Science in Marketing and Economics from Cornell University in 1995, completed Pricing and P&L Management curriculum in 2004 from the Wharton School of the University of Pennsylvania, and Transformational Strategy program from the Kellogg School of Management in 2016. Ms. Lefko’s qualifications to serve as a director include her retail and marketing experience. | |
| SHERYL OLOUGHLIN Director Independent Class I Director since: 2021 Age: 54 Board Committees: Compensation | | | Ms. Oloughlin has served as a director since March 2021. Ms. Oloughlin has served as the co-founder of the Women on Boards Project and the JEDI (Justice, Equity, Diversity and Inclusion) Collaborative since 2019. She served as the CEO and President of REBBL Inc., a premium, organic beverage brand powered by super herbs, from January 2015 to June 2019. Ms. Oloughlin is the co-founder and former CEO of Plum Organics and former CEO of Clif Bar & Company and previously served as the Executive Director for Entrepreneurial Studies at Stanford Graduate School of Business. Ms. Oloughlin is the author of Killing It: An Entrepreneurs’ Guide to Keeping Your Head Without Losing Your Heart. Ms. Oloughlin has served as a member of the Board of Advisors at S. Martinelli & Company since 2019. She has also served on the Board of Directors at One Step Closer to an Organic Sustainable Community (OSC2) since 2019. Ms. Oloughlin was a member of multiple Boards of Directors including Foodstirs Inc, Gardein Inc, ThinkThin LLC, Sugar Bowl Bakery as well as Boards of Advisors’ positions including Rip Van Wafels, the American Sustainable Business Council and the Harvest Summit, an annual event inviting cross-industry executives and innovators of all types to connect and collaborate from 2011 through 2020. She was a faculty member at Sonoma State University and earned a Bachelor of Business Administration in Marketing from the University of Michigan in 1989 and an MBA in Marketing and Finance from the Kellogg School of Management in 1994. We believe Ms. Oloughlin’s qualifications to serve as a director of our Company include her experience in the consumer and retail industries. | |
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| Director Independent Class Age: Board Committees: | | | Mr. | |
| Zvi Glasman Chief Financial Officer Age: | | | Mr. | |
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| SUSAN SHOLTIS President Age: | | | Ms. Sholtis has served as President since October 2018. She previously served as a director from March 2018 to October 2018. Prior to her appointment as President, Ms. Sholtis served as Global Marketing Head in the Health Division at Reckitt Benckiser since 2017. From 2016 to 2017, Ms. Sholtis served as Head of North America Commercial Operations at Merial and was responsible for transitioning North America operations to Merial’s new owner, Boehringer Ingelheim. Prior to that, from 2006 to 2016, Ms. Sholtis served in a number of positions at Mead Johnson Nutrition, most recently as Head of Global Marketing. Ms. Sholtis earned a Bachelor’s degree from Butler University and a Masters of Business Administration from Emory University. | |
| MICHAEL SMITH Executive Vice President, Products Age: | | | Mr. Smith has served as Executive Vice President, Products since July 2019. Prior to joining | |
| R. MICHAEL HERRMAN Executive Vice President, General Counsel and Secretary Age: | | | Mr. Herrman has served as Executive Vice President, General Counsel and Secretary since February 2019. He previously worked as the Executive Director and the Head of Legal for Boehringer Ingelheim’s Animal Health business in Latin America from 2017 to 2019 and as the Executive Director and the Head of Legal for Boehringer Ingelheim’s Animal Health business in the United States from 2007 to 2017. Beginning in 2003, Mr. Herrman served in a number of positions at Boehringer Ingelheim and gained extensive experience in both the human pharmaceuticals business, and specifically the animal health business and industry, including as Executive Director, Executive Division Counsel and as a Director and Senior Counsel of Legal | |
| | | | Board Committees(1) | | ||||||
| Name | | | Compensation | | | Audit | | | Nominating and Corporate Governance | |
| McCord Christensen | | | | | | | | | | |
| Larry Bird | | | | | | C | | | X | |
| Mark First | | | C | | | | | | C | |
| Scott Huff | | | | | | | X | | ||
| Kimberly Lefko | | | | |||||||
| | X | | | | | |||||
| Sheryl Oloughlin | | | X | | | | | | | |
| Kenneth Walker | | | | | | X | | | | |
Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
The Board has delegated to the Audit Committee oversight of our risk management processes. The Audit Committee also performs central oversight with respect to financial and compliance | | | The Compensation Committee oversees risks associated with the Company’s compensation policies and practices. | | | The Nominating and Corporate Governance Committee oversees risks associated with corporate governance and board management. | |
| Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | ||||||||||||||||||||||||
| Mark First(2) | | | | 70,000 | | | | | 90,000 | | | | | 160,000 | | | Mark First(2) | | | | 70,000 | | | | | 90,002 | | | | | 160,002 | | | ||||||
| Gary Michael(3) | | | | 40,000 | | | | | — | | | ��� | | 40,000 | | | Ronald Kennedy(3) | | | | 45,000 | | | | | 90,002 | | | | | 135,002 | | | ||||||
| James Clarke(4) | | | | 70,000 | | | | | 90,000 | | | | | 160,000 | | | Larry Bird | | | | 80,000 | | | | | 90,002 | | | | | 170,002 | | | ||||||
| Ronald Kennedy | | | | 60,000 | | | | | 90,000 | | | | | 150,000 | | | Scott Huff | | | | 60,000 | | | | | 90,002 | | | | | 150,002 | | | ||||||
| Larry Bird | | | | 70,000 | | | | | 90,000 | | | | | 160,000 | | | Kimberly Lefko(4) | | | | 50,000 | | | | | 130,512 | | | | | 180,512 | | | ||||||
| Scott Huff | | | | 60,000 | | | | | 90,000 | | | | | 150,000 | | | Sheryl Oloughlin(4) | | | | 50,000 | | | | | 130,512 | | | | | 180,512 | | |
| | | Shares of Class A Common Stock Beneficially Owned | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power | | | | Shares of Class A Common Stock Beneficially Owned | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | Number | | Percentage | | Number | | Percentage | | | | Number | | Percentage | | Number | | Percentage | | ||||||||||||||||||||||||||||||||||||||||||||
| 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Eos Funds(1) | | | | 1,972,687 | | | | | 7.0% | | | | | — | | | | | — | | | | | 6.8% | | | Macquarie Group Limited(2) | | | | 2,799,594 | | | | | 9.6% | | | | | — | | | | | — | | | | | 9.5% | | | ||||||||||
| Geneva Capital Management LLC(2) | | | | 1,409,930 | | | | | 5.0% | | | | | — | | | | | — | | | | | 4.8% | | | BlackRock, Inc.(4) | | | | 2,481,290 | | | | | 8.5% | | | | | — | | | | | — | | | | | 8.4% | | | ||||||||||
| Ivy Investment Management Company(3) | | | | 2,747,526 | | | | | 9.7% | | | | | — | | | | | — | | | | | 9.4% | | | Eos Funds(1) | | | | 1,972,687 | | | | | 6.7% | | | | | — | | | | | — | | | | | 6.7% | | | ||||||||||
| Alger Associates, Inc.(4) | | | | 3,848,771 | | | | | 13.6% | | | | | — | | | | | — | | | | | 13.2% | | | James Nathan Clarke(3) | | | | 1,690,802 | | | | | 5.8% | | | | | — | | | | | — | | | | | 5.7% | | | ||||||||||
| Wasatch Advisors, Inc.(5) | | | | 1,548,457 | | | | | 5.5% | | | | | — | | | | | — | | | | | 5.3% | | | Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| BlackRock, Inc.(6) | | | | 2,142,966 | | | | | 7.6% | | | | | — | | | | | — | | | | | 7.4% | | | Larry Bird | | | | 6,863 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | McCord Christensen(5) | | | | 67,545 | | | | | * | | | | | 114,027 | | | | | 45.2% | | | | | * | | | ||||||||||
| Larry Bird | | | | 3,794 | | | | | * | | | | | — | | | | | — | | | | | * | | | Mark First(1) | | | | 1,977,548 | | | | | 6.8% | | | | | — | | | | | — | | | | | 6.7% | | | ||||||||||
| McCord Christensen(7) | | | | 7,015 | | | | | * | | | | | 214,027 | | | | | 27.9% | | | | | * | | | Scott Huff | | | | 4,028 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Mark First(1) | | | | 1,974,479 | | | | | 7.0% | | | | | — | | | | | — | | | | | 6.8% | | | Kimberly Lefko | | | | 1,136 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Scott Huff | | | | 479 | | | | | * | | | | | — | | | | | — | | | | | * | | | Sheryl Oloughlin | | | | 1,136 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Ronald Kennedy(8) | | | | 138,254 | | | | | * | | | | | 109,956 | | | | | 14.3% | | | | | * | | | Kenneth Walker | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Kimberly Lefko | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Zvi Glasman | | | | 4,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Sheryl Oloughlin | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | R. Michael Herrman | | | | 7,674 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| R. Michael Herrman | | | | 2,728 | | | | | * | | | | | — | | | | | — | | | | | * | | | Susan Sholtis | | | | 12,476 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| John Newland | | | | 76,682 | | | | | * | | | | | — | | | | | — | | | | | * | | | Michael Smith | | | | 16,196 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Susan Sholtis | | | | 4,487 | | | | | * | | | | | — | | | | | — | | | | | * | | | Total Executive Officers and Directors as a Group (11 Persons) | | | | 2,103,463 | | | | | 7.2% | | | | | 114,027 | | | | | 45.2% | | | | | 7.5% | | | ||||||||||
| Michael Smith(9) | | | | 4,962 | | | | | * | | | | | — | | | | | — | | | | | * | | | |||||||||||||||||||||||||||||||||||||
| Total Executive Officers and Directors as a Group (11 Persons) | | | | 2,212,880 | | | | | 7.8% | | | | | 323,983 | | | | | 42.2% | | | | | 8.7% | | |
| | | 2020 | | 2019 | | | | 2021 | | 2019 | | ||||||||||||||||
| Audit Fees(1) | | | $ | 2,927,983 | | | | $ | 1,761,838 | | | Audit Fees(1) | | | $ | 2,081,254 | | | | $ | 2,927,983 | | | ||||
| Audit-Related Fees(2) | | | $ | 113,429 | | | | $ | 1,097,777 | | | Audit-Related Fees(2) | | | $ | — | | | | $ | 113,429 | | | ||||
| Tax Fees(3) | | | $ | 10,178 | | | | $ | 13,000 | | | Tax Fees(3) | | | $ | — | | | | $ | 10,178 | | | ||||
| Total Fees | | | $ | 3,051,590 | | | | $ | 2,872,615 | | | Total Fees | | | $ | 2,081,254 | | | | $ | 3,051,590 | | |
| | The Board recommends that stockholders vote “FOR” the ratification of the Company’s independent auditors. | | |
| Name | | | 2020 Base Salary Rate ($) (Effective January 1, 2020) | | | 2021 Base Salary Rate ($) (Effective January 1, 2021) | | ||||||
| McCord Christensen | | | | | 800,000 | | | | | | 950,000 | | |
| John Newland | | | | | 425,000 | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 450,000 | | | | | | 550,000 | | |
| Michael Smith | | | | | 415,000 | | | | | | 500,000 | | |
| R. Michael Herrman | | | | | 315,000 | | | | | | 400,000 | | |
| Name | | Target Bonus as % of Base Salary | | Target Bonus ($) | | Name | | Target Bonus as % of Base Salary | | Target Bonus ($) | | ||||||||||||||||
| McCord Christensen | | | | 100% | | | | | 800,000 | | | McCord Christensen | | | | 100% | | | | | 950,000 | | | ||||
| John Newland | | | | 100% | | | | | 425,000 | | | John Newland | | | | 100% | | | | | 500,000 | | | ||||
| Susan Sholtis | | | | 100% | | | | | 450,000 | | | Susan Sholtis | | | | 100% | | | | | 550,000 | | | ||||
| Michael Smith | | | | 75% | | | | | 311,250 | | | Michael Smith | | | | 100% | | | | | 500,000 | | | ||||
| R. Michael Herrman | | | | 75% | | | | | 236,250 | | | R. Michael Herrman | | | | 100% | | | | | 400,000 | | |
| Name | | 2020 Annual Incentive Payout Percentage (% of Target) | | 2020 Annual Bonus ($) | | Name | | 2021 Annual Incentive Payout Percentage (% of Target) | | 2021 Annual Bonus ($) | | ||||||||||||||||
| McCord Christensen | | | | 100% | | | | | 800,000 | | | McCord Christensen | | | | 100% | | | | | 950,000 | | | ||||
| John Newland | | | | 100% | | | | | 425,000 | | | John Newland | | | | 100% | | | | | 500,000 | | | ||||
| Susan Sholtis | | | | 100% | | | | | 450,000 | | | Susan Sholtis | | | | 118% | | | | | 650,000 | | | ||||
| Michael Smith | | | | 100% | | | | | 311,250 | | | Michael Smith | | | | 145% | | | | | 725,000 | | | ||||
| R. Michael Herrman | | | | 100% | | | | | 236,250 | | | R. Michael Herrman | | | | 100% | | | | | 400,000 | | |
| Threshold/Target/Maximum | | | Level of Achievement of Adjusted EBITDA Against Budget | | | Percentage of Performance-Based LTI Target Awarded | | |||
| Threshold | | | 85.1% | | | | | 50% | | |
| Target | | | 100% | | | | | 100% | | |
| Maximum | | | 115% or above | | | | | 115% | | |
| Name | | Target LTI Award (% of Base Salary) | | Target LTI Award ($) | | Name | | 2021 LTI Award Opportunity (% of Base Salary) | | 2021 Grant Date Fair Value of LTI Award ($) | | ||||||||||||||||
| McCord Christensen | | | | 150% | | | | | 1,200,000 | | | McCord Christensen(1) | | | | 200% | | | | | 1,900,000 | | | ||||
| John Newland | | | | 100% | | | | | 425,000 | | | John Newland | | | | 100% | | | | | 500,000 | | | ||||
| Susan Sholtis | | | | 100% | | | | | 450,000 | | | Susan Sholtis | | | | 100% | | | | | 550,000 | | | ||||
| Michael Smith | | | | 100% | | | | | 415,000 | | | Michael Smith | | | | 100% | | | | | 500,000 | | | ||||
| R. Michael Herrman | | | | 100% | | | | | 315,000 | | | R. Michael Herrman | | | | 100% | | | | | 400,000 | | |
| Name | | | Nonqualified Stock Options (#) | | | Restricted Stock Units (#) | | ||||||
| McCord Christensen | | | | | 53,281 | | | | | | 26,640 | | |
| John Newland | | | | | 14,021 | | | | | | 7,011 | | |
| Susan Sholtis | | | | | 15,423 | | | | | | 7,712 | | |
| Michael Smith | | | | | 14,021 | | | | | | 7,011 | | |
| R. Michael Herrman | | | | | 11,217 | | | | | | 5,609 | | |
| Name | | | Nonqualified Stock Options (#) | | | Restricted Stock Units (#) | | ||||||
| McCord Christensen | | | | | 45,435 | | | | | | 27,717 | | |
| John Newland | | | | | 22,717 | | | | | | 11,359 | | |
| Susan Sholtis | | | | | 23,555 | | | | | | 11,777 | | |
| Michael Smith | | | | | 12,643 | | | | | | 6,321 | | |
| R. Michael Herrman | | | | | 14,675 | | | | | | 7,337 | | |
| Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($)(5) | | Total ($) | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($)(5) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| McCord Christensen Chief Executive Officer | | | | | 2020 | | | | | 817,808 | | | | | — | | | | | 442,754 | | | | | 314,220 | | | | | 800,000 | | | | | 23,328 | | | | | 2,398,110 | | | McCord Christensen Chief Executive Officer | | | | | 2021 | | | | | 950,000 | | | | | — | | | | | 949,982 | | | | | 660,009 | | | | | 950,000 | | | | | 11,300 | | | | | 3,521,291 | | | ||||||||||||||
| | | 2019 | | | | | 516,026 | | | | | 747,337 | | | | | 225,001 | | | | | 409,649 | | | | | — | | | | | — | | | | | 1,898,013 | | | | | | 2020 | | | | | 817,808 | | | | | — | | | | | 442,754 | | | | | 314,220 | | | | | 800,000 | | | | | 23,328 | | | | | 2,398,110 | | | |||||||||||||||||||
| | | 2018 | | | | | 491,440 | | | | | 500,000 | | | | | — | | | | | 1,476,000 | | | | | — | | | | | — | | | | | 2,467,440 | | | | | | 2019 | | | | | 516,026 | | | | | 747,337 | | | | | 225,001 | | | | | 409,649 | | | | | — | | | | | — | | | | | 1,898,013 | | | |||||||||||||||||||
| John Newland Chief Financial Officer | | | | | 2020 | | | | | 439,855 | | | | | — | | | | | 221,387 | | | | | 152,106 | | | | | 425,000 | | | | | 7,886 | | | | | 1,246,234 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| | | 2019 | | | | | 387,019 | | | | | 560,502 | | | | | 112,501 | | | | | 204,830 | | | | | — | | | | | 8,400 | | | | | 1,273,252 | | | John Newland Former Chief Financial Officer | | | | | 2021 | | | | | 500,000 | | | | | — | | | | | 250,012 | | | | | 173,683 | | | | | 500,000 | | | | | 4,444 | | | | | 1,428,139 | | | |||||||||||||||||
| | | 2018 | | | | | 371,434 | | | | | 375,000 | | | | | — | | | | | 738,862 | | | | | — | | | | | — | | | | | 1,485,296 | | | | | | 2020 | | | | | 439,855 | | | | | — | | | | | 221,387 | | | | | 152,106 | | | | | 425,000 | | | | | 7,886 | | | | | 1,246,234 | | | |||||||||||||||||||
| Susan Sholtis President | | | | | 2020 | | | | | 465,385 | | | | | — | | | | | 229,534 | | | | | 157,717 | | | | | 450,000 | | | | | 8,206 | | | | | 1,310,842 | | | | | | 2019 | | | | | 387,019 | | | | | 560,502 | | | | | 112,501 | | | | | 204,830 | | | | | — | | | | | 8,400 | | | | | 1,273,252 | | | ||||||||||||||||
| | | 2019 | | | | | 400,000 | | | | | — | | | | | — | | | | | — | | | | | 581,158 | | | | | 6,423 | | | | | 987,581 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | 2018 | | | | | 83,333 | | | | | — | | | | | 749,000 | | | | | 1,504,168 | | | | | — | | | | | 97,815 | | | | | 2,435,116 | | | Susan Sholtis President | | | | | 2021 | | | | | 550,000 | | | | | — | | | | | 2,421,010 | | | | | 191,050 | | | | | 650,000 | | | | | 4,719 | | | | | 3,816,779 | | | |||||||||||||||||
| Michael Smith Executive Vice President, Product Division | | | | | 2020 | | | | | 430,385 | | | | | — | | | | | 123,196 | | | | | 84,654 | | | | | 311,250 | | | | | 28,958 | | | | | 838,952 | | | | | | 2020 | | | | | 465,385 | | | | | — | | | | | 229,534 | | | | | 157,717 | | | | | 450,000 | | | | | 8,206 | | | | | 1,310,842 | | | ||||||||||||||||
| | | 2019 | | | | | 216,154 | | | | | 733,949 | | | | | 409,566 | | | | | 996,714 | | | | | — | | | | | 20,852 | | | | | 2,376,312 | | | | | | 2019 | | | | | 400,000 | | | | | — | | | | | — | | | | | — | | | | | 581,158 | | | | | 6,423 | | | | | 987,581 | | | |||||||||||||||||||
| R. Michael Herrman(6) Executive Vice President, General Counsel and Corporate Secretary | | | | 2020 | | | | | 326,346 | | | | | — | | | | | 142,998 | | | | | 98,260 | | | | | 236,250 | | | | | — | | | | | 803,854 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| Michael Smith Executive Vice President, Product Division | | | | | 2021 | | | | | 500,000 | | | | | — | | | | | 1,323,012 | | | | | 173,683 | | | | | 725,000 | | | | | 5,192 | | | | | 2,726,887 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | 430,385 | | | | | — | | | | | 123,196 | | | | | 84,654 | | | | | 311,250 | | | | | 28,958 | | | | | 838,952 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | | | 216,154 | | | | | 733,949 | | | | | 409,566 | | | | | 996,714 | | | | | — | | | | | 20,852 | | | | | 2,376,312 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| R. Michael Herrman (6) Executive Vice President, General Counsel and Corporate Secretary | | | | | 2021 | | | | | 400,000 | | | | | — | | | | | 200,017 | | | | | 138,949 | | | | | 400,000 | | | | | — | | | | | 1,138,966 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | 326,346 | | | | | — | | | | | 142,998 | | | | | 98,260 | | | | | 236,250 | | | | | — | | | | | 803,854 | | |
| Name | | | Target Bonus as % of Base Salary | | | Target Bonus ($) | | ||||||
| McCord Christensen | | | | | 100% | | | | | | 950,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 100% | | | | | | 550,000 | | |
| Michael Smith | | | | | 100% | | | | | | 500,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Name | | | 2021 Annual Incentive Payout Percentage (% of Target) | | | 2021 Annual Bonus ($) | | ||||||
| McCord Christensen | | | | | 100% | | | | | | 950,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 118% | | | | | | 650,000 | | |
| Michael Smith | | | | | 145% | | | | | | 725,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Threshold/Target/Maximum | | | Level of Achievement of Adjusted EBITDA Against Budget | | | Percentage of Performance-Based LTI Target Awarded | | |||
| Threshold | | | 85.1% | | | | | 50% | | |
| Target | | | 100% | | | | | 100% | | |
| Maximum | | | 115% or above | | | | | 115% | | |
| Name | | | 2021 LTI Award Opportunity (% of Base Salary) | | | 2021 Grant Date Fair Value of LTI Award ($) | | ||||||
| McCord Christensen(1) | | | | | 200% | | | | | | 1,900,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 100% | | | | | | 550,000 | | |
| Michael Smith | | | | | 100% | | | | | | 500,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Name | | | Nonqualified Stock Options (#) | | | Restricted Stock Units (#) | | ||||||
| McCord Christensen | | | | | 53,281 | | | | | | 26,640 | | |
| John Newland | | | | | 14,021 | | | | | | 7,011 | | |
| Susan Sholtis | | | | | 15,423 | | | | | | 7,712 | | |
| Michael Smith | | | | | 14,021 | | | | | | 7,011 | | |
| R. Michael Herrman | | | | | 11,217 | | | | | | 5,609 | | |
| Name | | Type of Award | | Grant Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($)(5) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | Target ($) | | Maximum ($) | | McCord Christensen Chief Executive Officer | | | | | 2021 | | | | | 950,000 | | | | | — | | | | | 949,982 | | | | | 660,009 | | | | | 950,000 | | | | | 11,300 | | | | | 3,521,291 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| McCord Christensen | | Annual Incentive | | | | — | | | | | — | | | | | 800,000 | | | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 | | | | | 817,808 | | | | | — | | | | | 442,754 | | | | | 314,220 | | | | | 800,000 | | | | | 23,328 | | | | | 2,398,110 | | | ||||||||||||||||||
| | | RSU(3) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | 22,717 | | | | | | | | | | | | | | | 442,754 | | | | | | 2019 | | | | | 516,026 | | | | | 747,337 | | | | | 225,001 | | | | | 409,649 | | | | | — | | | | | — | | | | | 1,898,013 | | | ||||||||||||||||||
| | | Stock Option(4) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | 45,435 | | | | | 19.49 | | | | | 304,220 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| John Newland | | Annual Incentive | | | | — | | | | | — | | | | | 425,000 | | | | | 637,500 | | | | | | | | | | | | | | | | | | | | | | | John Newland Former Chief Financial Officer | | | | | 2021 | | | | | 500,000 | | | | | — | | | | | 250,012 | | | | | 173,683 | | | | | 500,000 | | | | | 4,444 | | | | | 1,428,139 | | | ||||||||||||||||
| | | RSU(3) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | 11,359 | | | | | | | | | | | | | | | 221,382 | | | | | | 2020 | | | | | 439,855 | | | | | — | | | | | 221,387 | | | | | 152,106 | | | | | 425,000 | | | | | 7,886 | | | | | 1,246,234 | | | ||||||||||||||||||
| | | Stock Option(4) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | 22,717 | | | | | 19.49 | | | | | 152,106 | | | | | | 2019 | | | | | 387,019 | | | | | 560,502 | | | | | 112,501 | | | | | 204,830 | | | | | — | | | | | 8,400 | | | | | 1,273,252 | | | ||||||||||||||||||
| Susan Sholtis | | Annual Incentive | | | | — | | | | | — | | | | | 450,000 | | | | | 675,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | RSU(3) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | 11,777 | | | | | | | | | | | | | | | 229,534 | | | Susan Sholtis President | | | | | 2021 | | | | | 550,000 | | | | | — | | | | | 2,421,010 | | | | | 191,050 | | | | | 650,000 | | | | | 4,719 | | | | | 3,816,779 | | | ||||||||||||||||
| | | Stock Option(4) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | 23,555 | | | | | 19.49 | | | | | 157,717 | | | | | | 2020 | | | | | 465,385 | | | | | — | | | | | 229,534 | | | | | 157,717 | | | | | 450,000 | | | | | 8,206 | | | | | 1,310,842 | | | ||||||||||||||||||
| Michael Smith | | Annual Incentive | | | | — | | | | | — | | | | | 311,250 | | | | | 466,875 | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 | | | | | 400,000 | | | | | — | | | | | — | | | | | — | | | | | 581,158 | | | | | 6,423 | | | | | 987,581 | | | ||||||||||||||||||
| | | RSU(3) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | 6,321 | | | | | | | | | | | | | | | 123,196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | Stock Option(4) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | 12,643 | | | | | 19.49 | | | | | 84,654 | | | Michael Smith Executive Vice President, Product Division | | | | | 2021 | | | | | 500,000 | | | | | — | | | | | 1,323,012 | | | | | 173,683 | | | | | 725,000 | | | | | 5,192 | | | | | 2,726,887 | | | ||||||||||||||||
| R. Michael Herrman | | Annual Incentive | | | | — | | | | | — | | | | | 236,250 | | | | | 354,375 | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 | | | | | 430,385 | | | | | — | | | | | 123,196 | | | | | 84,654 | | | | | 311,250 | | | | | 28,958 | | | | | 838,952 | | | ||||||||||||||||||
| | | RSU(3) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | 7,337 | | | | | | | | | | | | | | | 142,998 | | | | | | 2019 | | | | | 216,154 | | | | | 733,949 | | | | | 409,566 | | | | | 996,714 | | | | | — | | | | | 20,852 | | | | | 2,376,312 | | | ||||||||||||||||||
| | | Stock Option(4) | | | | 3/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | 14,675 | | | | | 19.49 | | | | | 98,260 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| R. Michael Herrman (6) Executive Vice President, General Counsel and Corporate Secretary | | | | | 2021 | | | | | 400,000 | | | | | — | | | | | 200,017 | | | | | 138,949 | | | | | 400,000 | | | | | — | | | | | 1,138,966 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | 326,346 | | | | | — | | | | | 142,998 | | | | | 98,260 | | | | | 236,250 | | | | | — | | | | | 803,854 | | |
| Name | | | Target Bonus as % of Base Salary | | | Target Bonus ($) | | ||||||
| McCord Christensen | | | | | 100% | | | | | | 950,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 100% | | | | | | 550,000 | | |
| Michael Smith | | | | | 100% | | | | | | 500,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Name | | | 2021 Annual Incentive Payout Percentage (% of Target) | | | 2021 Annual Bonus ($) | | ||||||
| McCord Christensen | | | | | 100% | | | | | | 950,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 118% | | | | | | 650,000 | | |
| Michael Smith | | | | | 145% | | | | | | 725,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Threshold/Target/Maximum | | | Level of Achievement of Adjusted EBITDA Against Budget | | | Percentage of Performance-Based LTI Target Awarded | | |||
| Threshold | | | 85.1% | | | | | 50% | | |
| Target | | | 100% | | | | | 100% | | |
| Maximum | | | 115% or above | | | | | 115% | | |
| Name | | | 2021 LTI Award Opportunity (% of Base Salary) | | | 2021 Grant Date Fair Value of LTI Award ($) | | ||||||
| McCord Christensen(1) | | | | | 200% | | | | | | 1,900,000 | | |
| John Newland | | | | | 100% | | | | | | 500,000 | | |
| Susan Sholtis | | | | | 100% | | | | | | 550,000 | | |
| Michael Smith | | | | | 100% | | | | | | 500,000 | | |
| R. Michael Herrman | | | | | 100% | | | | | | 400,000 | | |
| Name | | | Nonqualified Stock Options (#) | | | Restricted Stock Units (#) | | ||||||
| McCord Christensen | | | | | 53,281 | | | | | | 26,640 | | |
| John Newland | | | | | 14,021 | | | | | | 7,011 | | |
| Susan Sholtis | | | | | 15,423 | | | | | | 7,712 | | |
| Michael Smith | | | | | 14,021 | | | | | | 7,011 | | |
| R. Michael Herrman | | | | | 11,217 | | | | | | 5,609 | | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | | ||||||||||||||||||||||||
| McCord Christensen Chief Executive Officer | | | | | 2021 | | | | | | 950,000 | | | | | | — | | | | | | 949,982 | | | | | | 660,009 | | | | | | 950,000 | | | | | | 11,300 | | | | | | 3,521,291 | | |
| | | 2020 | | | | | | 817,808 | | | | | | — | | | | | | 442,754 | | | | | | 314,220 | | | | | | 800,000 | | | | | | 23,328 | | | | | | 2,398,110 | | | |||
| | | 2019 | | | | | | 516,026 | | | | | | 747,337 | | | | | | 225,001 | | | | | | 409,649 | | | | | | — | | | | | | — | | | | | | 1,898,013 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John Newland Former Chief Financial Officer | | | | | 2021 | | | | | | 500,000 | | | | | | — | | | | | | 250,012 | | | | | | 173,683 | | | | | | 500,000 | | | | | | 4,444 | | | | | | 1,428,139 | | |
| | | 2020 | | | | | | 439,855 | | | | | | — | | | | | | 221,387 | | | | | | 152,106 | | | | | | 425,000 | | | | | | 7,886 | | | | | | 1,246,234 | | | |||
| | | 2019 | | | | | | 387,019 | | | | | | 560,502 | | | | | | 112,501 | | | | | | 204,830 | | | | | | — | | | | | | 8,400 | | | | | | 1,273,252 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Susan Sholtis President | | | | | 2021 | | | | | | 550,000 | | | | | | — | | | | | | 2,421,010 | | | | | | 191,050 | | | | | | 650,000 | | | | | | 4,719 | | | | | | 3,816,779 | | |
| | | 2020 | | | | | | 465,385 | | | | | | — | | | | | | 229,534 | | | | | | 157,717 | | | | | | 450,000 | | | | | | 8,206 | | | | | | 1,310,842 | | | |||
| | | 2019 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 581,158 | | | | | | 6,423 | | | | | | 987,581 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michael Smith Executive Vice President, Product Division | | | | | 2021 | | | | | | 500,000 | | | | | | — | | | | | | 1,323,012 | | | | | | 173,683 | | | | | | 725,000 | | | | | | 5,192 | | | | | | 2,726,887 | | |
| | | 2020 | | | | | | 430,385 | | | | | | — | | | | | | 123,196 | | | | | | 84,654 | | | | | | 311,250 | | | | | | 28,958 | | | | | | 838,952 | | | |||
| | | 2019 | | | | | | 216,154 | | | | | | 733,949 | | | | | | 409,566 | | | | | | 996,714 | | | | | | — | | | | | | 20,852 | | | | | | 2,376,312 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| R. Michael Herrman (6) Executive Vice President, General Counsel and Corporate Secretary | | | | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | 200,017 | | | | | | 138,949 | | | | | | 400,000 | | | | | | — | | | | | | 1,138,966 | | |
| | | 2020 | | | | | | 326,346 | | | | | | — | | | | | | 142,998 | | | | | | 98,260 | | | | | | 236,250 | | | | | | — | | | | | | 803,854 | | |
| Name | | | Type of Award | | | Grant Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | ||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| McCord Christensen | | | Annual Incentive | | | | | — | | | | | | 475,000 | | | | | | 950,000 | | | | | | 1,425,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | RSU(3) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | 26,640 | | | | | | | | | | | | | | | | | | 949,982 | | |
| | | | Stock Option(4) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,281 | | | | | | 35.66 | | | | | | 660,009 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John Newland | | | Annual Incentive | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | RSU(3) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | 7,011 | | | | | | | | | | | | | | | | | | 250,012 | | |
| | | | Stock Option(4) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,021 | | | | | | 35.66 | | | | | | 173,683 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Susan Sholtis | | | Annual Incentive | | | | | — | | | | | | 275,000 | | | | | | 550,000 | | | | | | 825,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | RSU(3) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | 7,712 | | | | | | | | | | | | | | | | | | 275,010 | | |
| | | | | | | | | 5/7/2021 | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | | | | | | | | | | | | | 2,146,000 | | |
| | | | Stock Option(4) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,423 | | | | | | 35.66 | | | | | | 191,050 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michael Smith | | | Annual Incentive | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | RSU(3) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | 7,011 | | | | | | | | | | | | | | | | | | 250,012 | | |
| | | | | | | | | 5/7/2021 | | | | | | | | | | | | | | | | | | | | | | | | 25,000 | | | | | | | | | | | | | | | | | | 1,073,000 | | |
| | | | Stock Option(4) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,021 | | | | | | 35.66 | | | | | | 173,683 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| R. Michael Herrman | | | Annual Incentive | | | | | — | | | | | | 200,000 | | | | | | 400,000 | | | | | | 600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | RSU(3) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | 5,609 | | | | | | | | | | | | | | | | | | 200,017 | | |
| | | | Stock Option(4) | | | | | 3/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,217 | | | | | | 35.66 | | | | | | 138,949 | | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| McCord Christensen | | | | — | | | | | 45,435(4) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 22,717(4) | | | | | 873,469 | | | McCord Christensen | | | | — | | | | | 53,281(4) | | | | | 35.66 | | | | | 3/1/2031 | | | | | 26,640(4) | | | | | 604,994 | | | ||||||||||||
| | | | | 9,466 | | | | | 28,399(5) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 6,086(5) | | | | | 234,007 | | | | | | | 11,358 | | | | | 34,077(5) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 17,038(5) | | | | | 386,933 | | | ||||||||||||
| | | | | 75,000 | | | | | 75,000(6) | | | | | 24.97 | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | 18,932 | | | | | 18,933(6) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 4,057(6) | | | | | 92,134 | | | ||||||||||||
| | | | | 154,053 | | | | | 51,351(7) | | | | | 16.00 | | | | | 7/20/2027 | | | | | | | | | | | | | | | | | 112,500 | | | | | 37,500(7) | | | | | 24.97 | | | | | 3/15/2028 | | | | | | | | | | | | | ||||||||||||
| John Newland | | | | — | | | | | 22,717(4) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 11,359(4) | | | | | 436,754 | | | | | | | 92,440 | | | | | —(8) | | | | | 16.00 | | | | | 7/20/2027 | | | | | | | | | | | | | ||||||||||||
| | | | | 4,733 | | | | | 14,200(5) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 3,043(5) | | | | | 117,003 | | | John Newland | | | | — | | | | | 14,021(4) | | | | | 35.66 | | | | | 3/1/2031 | | | | | 7,011(4) | | | | | 159,220 | | | ||||||||||||
| | | | | 37,500 | | | | | 37,500(6) | | | | | 24.97 | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | 5,679 | | | | | 17,038(5) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 8,520(5) | | | | | 193,489 | | | ||||||||||||
| | | | | 107,666 | | | | | 35,888(7) | | | | | 16.00 | | | | | 7/20/2027 | | | | | | | | | | | | | | | | | 9,466 | | | | | 9,467(6) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 2,029(6) | | | | | 46,079 | | | ||||||||||||
| Susan Sholtis | | | | — | | | | | 23,555(4) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 11,777(4) | | | | | 452,826 | | | | | | | 56,250 | | | | | 18,750(7) | | | | | 24.97 | | | | | 3/15/2028 | | | | | | | | | | | | | ||||||||||||
| | | | | 50,000 | | | | | 50,000(8) | | | | | 37.49 | | | | | 10/1/2028 | | | | | 6,660(10) | | | | | 256,077 | | | | | | | 143,554 | | | | | —(8) | | | | | 16.00 | | | | | 7/20/2027 | | | | | | | | | | | | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | 668(11) | | | | | 25,685 | | | Susan Sholtis | | | | — | | | | | 15,423(4) | | | | | 35.66 | | | | | 3/1/2031 | | | | | 7,712(4) | | | | | 175,140 | | | ||||||||||||
| Michael Smith | | | | — | | | | | 12,643(4) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 6,321(4) | | | | | 243,042 | | | | | | | 5,888 | | | | | 17,666(5) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 50,000(11) | | | | | 1,135,500 | | | ||||||||||||
| | | | | 25,000 | | | | | 75,000(9) | | | | | 26.76 | | | | | 5/28/2029 | | | | | 11,631(9) | | | | | 447,212 | | | | | | | 75,000 | | | | | 25,000(9) | | | | | 37.49 | | | | | 10/1/2028 | | | | | 8,833(5) | | | | | 200,597 | | | ||||||||||||
| R. Michael Herrman | | | | — | | | | | 14,675(4) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 7,337(4) | | | | | 282,108 | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,320(12) | | | | | 75,397 | | | ||||||||||||
| | | | | 3,155 | | | | | 9,467(5) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 2,029(5) | | | | | 78,015 | | | Michael Smith | | | | — | | | | | 14,021(4) | | | | | 35.66 | | | | | 3/1/2031 | | | | | 7,011(4) | | | | | 159,220 | | | ||||||||||||
| | | | | 12,500 | | | | | 37,500(5) | | | | | 27.73 | | | | | 3/13/2029 | | | | | | | | | | | | | | | | | — | | | | | 9,483(5) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 25,000(11) | | | | | 567,750 | | | ||||||||||||
| | | | | 11,530 | | | | | 50,000(10) | | | | | 26.76 | | | | | 5/28/2029 | | | | | 4,741(5) | | | | | 107,668 | | | ||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | 7,754(10) | | | | | 176,093 | | | ||||||||||||||||||||||||||||||||||||||||||||
| R. Michael Herrman | | | | — | | | | | 11,217(4) | | | | | 35.66 | | | | | 3/1/2031 | | | | | 5,609(4) | | | | | 127,380 | | | ||||||||||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | 11,007(5) | | | | | 19.49 | | | | | 3/12/2030 | | | | | 5,503(5) | | | | | 124,973 | | | ||||||||||||||||||||||||||||||||||||||||||||
| | | | | 6,311 | | | | | 6,311(6) | | | | | 27.73 | | | | | 3/13/2029 | | | | | 1,353(6) | | | | | 30,727 | | | ||||||||||||||||||||||||||||||||||||||||||||
| | | | | 25,000 | | | | | 25,000(6) | | | | | 27.73 | | | | | 3/13/2029 | | | | | | | | | | | | |
| | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||
| Name | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($)(2) | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($)(2) | | ||||||||||||||||||||||||
| McCord Christensen | | | | 2,028 | | | | | 44,256 | | | McCord Christensen | | | | 112,965 | | | | | 2,711,162 | | | | | 7,708 | | | | | 283,797 | | | ||||||
| John Newland | | | | 1,014 | | | | | 22,125 | | | John Newland | | | | — | | | | | — | | | | | 3,853 | | | | | 141,861 | | | ||||||
| Susan Sholtis | | | | 4,007 | | | | | 119,962 | | | Susan Sholtis | | | | — | | | | | — | | | | | 6,952 | | | | | 217,870 | | | ||||||
| Michael Smith | | | | 3,877 | | | | | 117,900 | | | Michael Smith | | | | 41,630 | | | | | 544,374 | | | | | 5,457 | | | | | 217,094 | | | ||||||
| R. Michael Herrman | | | | 676 | | | | | 14,750 | | | R. Michael Herrman | | | | 34,979 | | | | | 444,195 | | | | | 2,510 | | | | | 92,430 | | |
| Named Executive Officer and Triggering Event | | | Cash Severance ($)(1) | | | Accelerated Vesting of Stock Options and Restricted Stock Units ($)(2) | | | Total Payments ($) | | |||||||||
| McCord Christensen | | | | | | | | | | | | | | | | | | | |
| Termination without Cause/Resignation for Good Reason | | | | | 3,094,674 | | | | | | 6,633,342 | | | | | | 9,728,016 | | |
| Termination for Cause/Resignation without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | 4,570,965 | | | | | | 4,570,965 | | |
| Qualified Retirement | | | | | — | | | | | | 9,008,178 | | | | | | 9,008,178 | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 3,094,674 | | | | | | 9,008,178 | | | | | | 12,102,852 | | |
| John Newland | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 425,000 | | | | | | 4,233,787 | | | | | | 4,658,787 | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | 2,973,339 | | | | | | 2,973,339 | | |
| Qualified Retirement | | | | | — | | | | | | 5,421,220 | | | | | | 5,421,220 | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 425,000 | | | | | | 5,421,220 | | | | | | 5,837,220 | | |
| Susan Sholtis | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 450,000 | | | | | | — | | | | | | 450,000 | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | |
| Qualified Retirement | | | | | — | | | | | | 899,428 | | | | | | 899,428 | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 450,000 | | | | | | 899,428 | | | | | | 1,349,428 | | |
| Michael Smith | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 415,000 | | | | | | — | | | | | | 415,000 | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | 292,250 | | | | | | 292,250 | | |
| Qualified Retirement | | | | | — | | | | | | 2,098,966 | | | | | | 2,098,966 | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 415,000 | | | | | | 2,098,966 | | | | | | 2,825,216 | | |
| R. Michael Herrman | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 315,000 | | | | | | — | | | | | | 315,000 | | |
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | |
| Death/Disability | | | | | — | | | | | | 167,822 | | | | | | 167,822 | | |
| Qualified Retirement | | | | | — | | | | | | 1,309,669 | | | | | | 1,309,669 | | |
| Change in Control | | | | | — | | | | | | — | | | | | | — | | |
| Termination without Cause within 12 months following a Change in Control | | | | | 315,000 | | | | | | 1,309,669 | | | | | | 1,624,669 | | |
| Named Executive Officer and Triggering Event | | | Cash Severance ($)(1) | | | Accelerated Vesting of Stock Options and Restricted Stock Units ($)(2) | | | Total Payments ($) | | | |||||||||||
| McCord Christensen | | | | | | | | | | | | | | | | | | | | | ||
| Termination without Cause/Resignation for Good Reason | | | | | 3,800,000 | | | | | | 1,193,790 | | | | | | 4,993,790 | | | | ||
| Termination for Cause/Resignation without Good Reason | | | | | — | | | | | | — | | | | | | — | | | | ||
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | | | ||
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | | | ||
| Change in Control | | | | | — | | | | | | — | | | | | | — | | | | ||
| Termination without Cause within 12 months following a Change in Control | | | | | 3,800,000 | | | | | | 1,193,790 | | | | | | 4,993,790 | | | | ||
| John Newland | | | | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 500,000 | | | | | | — | | | | | | 500,000 | | | | ||
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | | | ||
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | | | ||
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | | | ||
| Change in Control | | | | | — | | | | | | — | | | | | | — | | | | ||
| Termination without Cause within 12 months following a Change in Control | | | | | 500,000 | | | | | | 453,650 | | | | | | 953,650 | | | | ||
| Susan Sholtis | | | | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 550,000 | | | | | | — | | | | | | 550,000 | | | | ||
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | | | ||
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | | | ||
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | | | ||
| Change in Control | | | | | — | | | | | | — | | | | | | — | | | | ||
| Termination without Cause within 12 months following a Change in Control | | | | | 550,000 | | | | | | 1,643,522 | | | | | | 2,193,522 | | | | ||
| Michael Smith | | | | | | | | | | | | | | | | | | | | | ||
| Termination without Cause | | | | | 500,000 | | | | | | — | | | | | | 500,000 | | | | ||
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | | | ||
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | | | ||
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | | | ||
| Change in Control | | | | | — | | | | | | — | | | | | | — | | | | ||
| Termination without Cause within 12 months following a Change in Control | | | | | 500,000 | | | | | | 1,041,267 | | | | | | 1,541,267 | | | | ||
| R. Michael Herrman | | | | | | | | | | | | | | | | | | | | | | |
| Termination without Cause | | | | | 400,000 | | | | | | — | | | | | | 400,000 | | | | ||
| Termination for Cause/Resignation with or without Good Reason | | | | | — | | | | | | — | | | | | | — | | | | ||
| Death/Disability | | | | | — | | | | | | — | | | | | | — | | | | ||
| Qualified Retirement | | | | | — | | | | | | — | | | | | | — | | | | ||
| Change in Control | | | | | — | | | | | | — | | | | | | — | | | | ||
| Termination without Cause within 12 months following a Change in Control | | | | | 400,000 | | | | | | 318,523 | | | | | | 718,523 | | | |
| | The Board recommends that stockholders vote “FOR” the advisory approval of executive compensation set forth in this Proxy Statement. | | |
| Name and Principal Position | | | Dollar Value ($)(1) | |
| McCord Christensen Chief Executive Officer | | | N/A | |
| John Newland Former Chief Financial Officer | | | N/A | |
| Susan Sholtis President | | | N/A | |
| Michael Smith Executive Vice President, Product Division | | | N/A | |
| R. Michael Herrman Executive Vice President, General Counsel and Corporate Secretary | | | N/A | |
| Executive Officers as a Group | | | N/A | |
| Non-Executive Directors as a Group | | | $540,000 | |
| Non-Executive Officer Employees as a Group | | | N/A | |
| | The Board recommends that stockholders vote “FOR” the | | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (#) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($)(1) | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (#) | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (#) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($)(1) | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (#) | | ||||||||||||||||||||||||
| Equity compensation plans approved by stockholders (2) | | | | 2,235,927 | | | | | 24.15 | | | | | 1,292,923 | | | Equity compensation plans approved by stockholders(2) | | | | 2,163,544 | | | | | 26.70 | | | | | 771,108 | | | ||||||
| Equity compensation plans not approved by stockholders (3) | | | | 167,800 | | | | | 21.37 | | | | | — | | | Equity compensation plans not approved by stockholders(3) | | | | 64,650 | | | | | 21.37 | | | | | — | | | ||||||
| Total | | | | 2,403,727 | | | | | 23.93 | | | | | 1,292,923 | | | Total | | | | 2,228,194 | | | | | 26.51 | | | | | 771,108 | | |
| | The Board recommends that stockholders vote “FOR” the | | |
| | The Board recommends that stockholders vote | | |
| Record Date | | | If you were a stockholder of record on April | |
| Quorum | | | A majority of shares of Common Stock outstanding on the record date must be present in person or by proxy. | |
| Matters to be Voted on at the Annual Meeting | | | 1. To elect | |
| | | | 2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |
| | | | 3. To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal Three); | |
| | | | 4. To approve the Amended and Restated Omnibus Plan (Proposal Four); | |
| | | | 5. To approve | |
| | | | 6. To approve the amendment and restatement of our Certificate of Incorporation to declassify the Board of Directors (Proposal Six); and | |
| | | | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| | | | As of the date of this Proxy Statement, we do not know of any other matters to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment. | |
| Board Voting Recommendations | | | The Board recommends that you vote: 1. FOR the election of the Class | |
| | | | 2. FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31, | |
| | | | 3. FOR approval on an advisory, non-binding basis of our executive compensation; | |
| | | | 4. FOR the Amended and Restated Omnibus Plan; | |
| | | | 5. | |
| | | | 6. FOR | |
| How to Vote | | | Only votes cast in person at the Annual Meeting or received by proxy prior to the Annual Meeting will be counted at the Annual Meeting. The Board asks you to appoint McCord Christensen and • By Internet: Go to www.proxyvote.com and follow the instructions. • By Telephone: Call toll-free 1-800-690-6903 and follow the instructions. | |
| | | | • By Mail: If you requested a printed copy of the Proxy Statement, complete, sign, date, and return your proxy card in the envelope provided. | |
| | | | Telephone and Internet voting facilities for stockholders of record will be available twenty-four (24) hours a day and will close at 12:00 a.m. Mountain Daylight Time on June | |
| | | | 1. FOR the election of the Class | |
| | | | 2. FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31, | |
| | | | 3. FOR approval on an advisory, non-binding basis of our executive compensation; and | |
| | | | 4. FOR Amendment and Restatement of the Omnibus | |
| | | | 5. | |
| | | | 6. FOR | |
| | | | The Board does not intend to bring any matters before the Annual Meeting except those indicated in the Notice. If any other matters properly come before the Annual Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Annual Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters. | |
| Internet Availability | | | As permitted by the SEC rules, PetIQ is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. On or about May | |
| Multiple Notices | | | You may receive more than one Notice, more than one e-mail or multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and vote over the Internet the shares represented by each Notice that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those Notices). | |
| How Shares Are Held | | | | |
| Voting at the Annual Meeting | | | We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to attend. Stockholders can vote in person during the Annual Meeting. Stockholders of record who attend the Annual Meeting in person may obtain a ballot from the inspector of election. Beneficial holders who attend the Annual Meeting in person must obtain a proxy from their broker, bank, broker-dealer or other nominee prior to the date of the Annual Meeting and present it to the inspector of election with their ballot. Voting in person during the meeting will replace any previous votes. | |
| Admission to the Annual Meeting | | | Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to record and beneficial stockholders as of the record date (April | | | ||
| Routine and Non-Routine Matters | | | Proposal One, the election of | | | | |
| Voting Instructions | | | All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, other than being counted for the purpose of determining a quorum, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting or any postponement or adjournment of the Annual Meeting. | | | | |
| Votes Required; Effect of Broker Non-Votes and Abstentions | | | Each holder of shares of our Common Stock outstanding on the record date is entitled to one vote for each share of Common Stock held as of the record date. | | |
| | | | serve until the 2025 annual meeting of stockholders. Stockholders may not cumulate votes. Votes to withhold and broker non-votes will have no effect on the outcome of the vote for Proposal One. Proposal Two, the ratification of KPMG as our independent registered public accounting firm for the year ending December 31, Proposal Three, the advisory approval of our executive compensation requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the proposal will be required for approval. Abstentions will not be voted, but will be counted for purposes of determining whether there is a quorum. Broker non-votes will have no effect on Proposal Three. Proposal Four, the amendment and restatement of the Omnibus Proposal Five, the Proposal | |
| Changing your Vote | | | Stockholders of record may revoke their proxy at any time prior to the Annual Meeting by submitting a later-dated vote in person at the Annual Meeting, via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the Annual Meeting. If you hold shares through a broker, bank or other nominee, you may revoke any prior voting instructions by contacting that firm. | |
| Inspector of Election and Proxy Solicitor | | | A representative from Broadridge Financial Solutions, Inc. will serve as the inspector of election. The Company has retained Laurel Hill Advisory Group, LLC to assist the Company in soliciting proxies, and has agreed to pay Laurel Hill Advisory Group, LLC a fee of $9,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. | |
| Voting Results | | | We will announce the results of the Annual Meeting in a filing with the SEC on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting. | |
| Cost of Solicitation | | | We will bear the cost of soliciting proxies, including preparing, printing and mailing this Proxy Statement. Proxies may be solicited personally, by mail, via the Internet or by telephone by certain of our directors, officers, employees or representatives. Our directors and employees will not be paid any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding our proxy solicitation materials. | |
| Householding | | | Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the Notice, Proxy Statement or Annual Report, contact Broadridge Financial Solutions, Inc. by calling 800-540-7095 or writing in at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. | |
| | | | In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address or sending a written request to PetIQ, Inc., | |
| | | For the years ended | | | | For the years ended | | ||||||||||||||||||||||||||||||||||||||||||||
| | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 | | ||||||||||||||||||||||||||||||||
| Net (loss) income | | | $ | (81,022) | | | | $ | (14,302) | | | | $ | 87 | | | | $ | 7,817 | | | Net (loss) income | | | $ | (16,383) | | | | $ | (85,727) | | | | $ | (14,302) | | | | $ | 87 | | | ||||||||
| Plus: | | | | | | | | | | | | | | | | | | | | | | Plus: | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Tax (benefit) expense | | | | 52,216 | | | | | (3,309) | | | | | (661) | | | | | 3,970 | | | Tax (benefit) expense | | | | 3,869 | | | | | 60,413 | | | | | (3,309) | | | | | (661) | | | ||||||||
| Depreciation | | | | 12,082 | | | | | 9,139 | | | | | 6,657 | | | | | 2,348 | | | Depreciation | | | | 14,366 | | | | | 12,082 | | | | | 9,139 | | | | | 6,657 | | | ||||||||
| Amortization | | | | 12,815 | | | | | 5,994 | | | | | 5,210 | | | | | 1,052 | | | Amortization | | | | 22,336 | | | | | 12,815 | | | | | 5,994 | | | | | 5,210 | | | ||||||||
| Interest | | | | 26,299 | | | | | 14,495 | | | | | 8,022 | | | | | 1,563 | | | Interest | | | | 24,696 | | | | | 22,807 | | | | | 14,495 | | | | | 8,022 | | | ||||||||
| EBITDA | | | $ | 22,390 | | | | $ | 12,017 | | | | $ | 19,315 | | | | $ | 16,750 | | | EBITDA | | | $ | 48,884 | | | | $ | 22,390 | | | | $ | 12,017 | | | | $ | 19,315 | | | ||||||||
| Acquisition costs(1) | | | | 2,620 | | | | | 6,147 | | | | | 3,787 | | | | | 1,965 | | | Acquisition costs(1) | | | | 92 | | | | | 2,620 | | | | | 6,147 | | | | | 3,787 | | | ||||||||
| Management fees(2) | | | | — | | | | | — | | | | | — | | | | | 610 | | | Stock based compensation expense | | | | 9,428 | | | | | 9,170 | | | | | 7,355 | | | | | 3,812 | | | ||||||||
| Costs associated with becoming a public company | | | | — | | | | | — | | | | | — | | | | | 2,710 | | | Purchase accounting adjustment to inventory | | | | — | | | | | — | | | | | 4,805 | | | | | 2,149 | | | ||||||||
| Supplier Receivable recovery(3) | | | | — | | | | | — | | | | | — | | | | | (175) | | | Non same-store adjustment(2) | | | | 23,159 | | | | | 16,354 | | | | | 12,232 | | | | | 7,758 | | | ||||||||
| Stock based compensation expense | | | | 9,170 | | | | | 7,335 | | | | | 3,812 | | | | | 447 | | | Fair value adjustment of contingent note(3) | | | | — | | | | | — | | | | | 7,320 | | | | | 3,280 | | | ||||||||
| Purchase accounting adjustment to inventory | | | | — | | | | | 4,805 | | | | | 2,149 | | | | | — | | | Integration costs and costs of discontinued clinics | | | | (142) | | | | | 9,776 | | | | | 3,788 | | | | | 998 | | | ||||||||
| Non same-store revenue(4) | | | | (8,987) | | | | | (8,088) | | | | | (3,967) | | | | | — | | | Non-recurring royalty settlement(4) | | | | — | | | | | — | | | | | — | | | | | 440 | | | ||||||||
| Non same-store costs(4) | | | | 22,256 | | | | | 19,553 | | | | | 10,345 | | | | | — | | | Loss on debt extinguishment and related costs) | | | | 6,438 | | | | | — | | | | | — | | | | | — | | | ||||||||
| Fair value adjustment of contingent note(5) | | | | — | | | | | 7,320 | | | | | 3,280 | | | | | — | | | SKU rationalization(5) | | | | — | | | | | — | | | | | 6,482 | | | | | — | | | ||||||||
| Integration costs and costs of discontinued clinics | | | | 9,776 | | | | | 3,788 | | | | | 998 | | | | | — | | | Litigation expenses | | | | 4,105 | | | | | 1,066 | | | | | 529 | | | | | — | | | ||||||||
| Clinic launch expenses(6) | | | | 3,085 | | | | | 767 | | | | | 1,380 | | | | | — | | | COVID-19 related costs(6) | | | | — | | | | | 6,476 | | | | | — | | | | | — | | | ||||||||
| Non-recurring royalty settlement(7) | | | | — | | | | | — | | | | | 440 | | | | | — | | | CFO Transition | | | | 928 | | | | | — | | | | | — | | | | | — | | | ||||||||
| SKU rationalization(8) | | | | — | | | | | 6,482 | | | | | — | | | | | — | | | Adjusted EBITDA | | | $ | 92,892 | | | | $ | 67,792 | | | | $ | 60,675 | | | | $ | 41,539 | | | ||||||||
| Litigation expenses | | | | 1,066 | | | | | 529 | | | | | — | | | | | — | | | Product | | | | 149,321 | | | | | 117,216 | | | | | 73,537 | | | | | 52,185 | | | ||||||||
| COVID-19 related costs(9) | | | | 6,476 | | | | | — | | | | | — | | | | | — | | | Services | | | | 11,742 | | | | | 3,387 | | | | | 20,045 | | | | | 15,246 | | | ||||||||
| Adjusted EBITDA | | | $ | 67,792 | | | | $ | 60,675 | | | | $ | 41,539 | | | | $ | 22,307 | | | Unallocated Corporate | | | | (68,171) | | | | | (52,811) | | | | | (32,907) | | | | | (25,892) | | | ||||||||
| Product | | | | 117,216 | | | | | 73,537 | | | | | 52,185 | | | | | 30,836 | | | | |||||||||||||||||||||||||||||
| Services | | | | 3,387 | | | | | 20,045 | | | | | 15,246 | | | | | — | | | ||||||||||||||||||||||||||||||
| Unallocated Corporate | | | | (52,811) | | | | | (32,907) | | | | | (25,892) | | | | | (8,529) | | | ||||||||||||||||||||||||||||||
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