Executive Savings Investment Plan
| Under the terms of our ESIP, amounts that would be contributed, either by an executive or by our Company on the executive’s behalf, to our 401(k) plan but for tax limitations, are credited to the non-qualified ESIP. Under that plan, executives may elect to defer their contributions and Company contributions in any of the measurement fund options which track the performance of the Vanguard investment funds offered under our 401(k) plan. Deferrals and vested Company contributions may be transferred to different investment options at the executive’s discretion. Deferrals in the ESIP, adjusted for the net investment return, are paid out in a lump sum payment, or in five or ten annual installments, following retirement or other termination of employment. | 2023 Proxy Statement
| | | 2020 Proxy Statement
| 4947
|
TABLE OF CONTENTS NON-QUALIFIED DEFERRED COMPENSATION TABLE
| | Mr. Little | | | Deferred Compensation Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | ESIP | | | $84,110 | | | $68,732 | | | $47,582 | | | $0 | | | $303,654 | | | | Deferred Vested Stock Equiv. | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Total | | | $84,110 | | | $68,732 | | | $47,582 | | | $0 | | | $303,654 | | | | Mr. Sullivan | | | Deferred Compensation Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | ESIP | | | $31,950 | | | $0 | | | $1,277 | | | $0 | | | $33,227 | | | | Deferred Vested Stock Equiv. | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Total | | | $31,950 | | | $0 | | | $1,277 | | | $0 | | | $33,227 | | | | Mr. Hutchison | | | Deferred Compensation Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | ESIP | | | $38,078 | | | $36,993 | | | $14,956 | | | $0 | | | $198,594 | | | | Deferred Vested Stock Equiv. | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Total | | | $38,078 | | | $36,993 | | | $14,956 | | | $0 | | | $198,594 | | | | Mr. Hill | | | Deferred Compensation Plan | | | $0 | | | $0 | | | $114,373 | | | $0 | | | $2,933,122 | | | | ESIP | | | $35,119 | | | $16,582 | | | $172,959 | | | $0 | | | $1,651,329 | | | | Deferred Vested Stock Equiv. | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Total | | | $35,119 | | | $16,582 | | | $287,332 | | | $0 | | | $4,584,451 | |
Note: Ms. Iasenza elected not to participate in the ESIP during FY2020 and, therefore, she is not included in this table.
(1)
| Since 2012, our officers have no longer been eligible to contribute to the deferred compensation plan. The officer contributions to our ESIP during fiscal 2020 consist of deferrals of salary earned with respect to fiscal 2020. |
(2)
(2)
| Our contributions to our ESIP consist of Company contributions which would have otherwise been contributed to the 401(k) plan but for limitations imposed by the Internal Revenue Service. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table.” |
(3)
| Aggregate earnings/(losses) shown in this column consist of: |
amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings on investment funds offered under our 401(k) plan,
in the case of the prime rate option of our deferred compensation plan, the actual fund return rates,
the appreciation or depreciation in value of each of the investment options in the plans between October 1, 2019 and September 30, 2020, and
the appreciation or depreciation in value of vested restricted stock equivalents (see footnote 4 below).
The above-market portion of interest on the prime rate option (in excess of 120% of the APR) is set forth in the column titled “Change in Pension Value and Non-qualified Deferred Compensation Earnings” of the “Summary Compensation Table.”
(4)
| Officers were previously allowed to defer conversion of vesting restricted stock equivalents until their termination of employment from our Company. |
(3)
| Aggregate earnings/(losses) shown in this column consist of: |
(5)
amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings on investment funds offered under our 401(k) plan, in the case of the prime rate option of our deferred compensation plan, the actual fund return rates, the appreciation or depreciation in value of each of the investment options in the plans between October 1, 2022 and September 30, 2023, and the appreciation or depreciation in value of vested restricted stock equivalents (see footnote 4 below). The above-market portion of interest on the prime rate option (in excess of 120% of the APR) is set forth in the column titled “Change in Pension Value and Non-qualified Deferred Compensation Earnings” of the “Summary Compensation Table.” (4)
| The balances in that plan for each of the officers also include amounts deferred by them, Company matching deferrals, and earnings thereon, in years in which they were not named executive officers and their compensation was not included in the “Summary Compensation Table.” The balances also reflect earnings and losses during the past fiscal year. Of the aggregate balances shown in this column, with respect to our ESIP, the following amounts were previously reported as compensation in the “Summary Compensation Table” of our proxy statements for prior years: |
Mr. Little - $100,484;
Mr. Hutchison - $101,729; and
Mr. Hill - $322,935.
The balances also reflect earnings and losses during the past fiscal year. |
| | HUMAN CAPITAL & COMPENSATION COMMITTEE REPORT | | | | The HC&CC of our Board of Directors consists entirely of non-employee directors that are independent under the NYSE listing standards. The HC&CC has reviewed and discussed our Company’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the HC&CC recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. | | | | | | | Respectfully submitted,
Rakesh Sachdev, Chair
Robert W. Black
George Corbin
Carla C. Hendra
James C. Johnson
Swan Sit | | | | No portion of this HC&CC Report shall be deemed to be incorporated by reference into any filing under the Securities Act, the Exchange Act, or through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act. | |
48 | | | 2023 Proxy Statement |
TABLE OF CONTENTS POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have not entered into general employment agreements with any of our named executive officers. However, equity awards under our 2009 Stock Plan and our A&R 2018 Plan, and our deferred compensation plan provide for acceleration of vesting of certain awards in the event of certain terminations of employment. In September 2016, we instituted an executive severance plan in which our NEOs and certain of our other key employees participate which provides benefits to participants in the event of an involuntary termination without cause or a voluntary termination as a result of good reason, as such terms are defined in the plan, including severance compensation, payment for accrued but unpaid paid time off and payments in respect of the monthly premium cost for group health plan benefits. Prior to April 25, 2019, we had entered into change in control agreements with our NEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and continuation of benefits upon qualified termination of employment following a change in control. Effective as of April 25, 2019, we have replaced the individual change in control agreements with a Change in Control Plan. The information below reflects the value of acceleration or incremental compensation which each officer would receive upon the termination of his or her employment or upon a change in control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined at the time of the event. The information is based on the following assumptions: the event of termination (death, permanent disability, involuntary termination or voluntary termination), or a change in control of our Company, occurred on September 30, 2023, the last day of our fiscal year; the market value of our common stock on that date was $36.96 (the actual closing price on September 29, 2023, the last trading day of fiscal 2023); each of the officers were terminated on that date; and the individual federal tax rate was 37%, Connecticut state tax rate was 7% and FICA was 2.35%. This information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees—such as amounts accrued under our savings investment plan, accumulated and vested benefits under our retirement plans (including our SERP and ESIP), health, welfare and disability benefits, and accrued vacation pay. The information below also does not include amounts under our deferred compensation plan or ESIP that would be paid, or vested stock equivalents that would be issued, all as described in the “Non-qualified Deferred Compensation Table,” except to the extent that an officer is entitled to an accelerated benefit as a result of the termination. Any acceleration of equity awards would also include acceleration of dividends payable with respect to such awards, if any. Death, Permanent Disability or Termination of Employment (Other Than Under the Executive Severance Plan or Upon a Change in Control) Upon an officer’s death, permanent disability, involuntary termination, voluntary termination and, in some cases, retirement, the following long-term incentive awards may provide for acceleration of vesting. Awards are accelerated on a pro rata basis for retirement after attainment of age 55 with ten years of service if granted 12 or more months prior to retirement date. No awards are accelerated upon voluntary termination or involuntary termination. |  | | Three-year time-based restricted stock equivalent and stock options granted 11/13/2020, 11/12/2021 and 11/11/2022. | | | Forfeited | | | Accelerated | | | Accelerated | | | Pro Rata Vesting | | | | Three-year performance-based restricted stock equivalent awards granted 11/13/2020, 11/12/2021 and 11/11/2022. | | | Forfeited | | | Accelerated | | | Pro Rata Vesting | | | Pro Rata Vesting | |
TABLE OF CONTENTS The value of awards which would be accelerated for our NEOs upon death, permanent disability or retirement as of September 30, 2023 is shown in the following chart. The value of accelerated restricted stock equivalents reflects a stock price of $36.96 (the closing price of our common stock on September 29, 2023, the last trading day of the fiscal year). Stock market changes since September 30, 2023 are not reflected in these valuations. | | Mr. Little | | | $8,759,169 | | | $5,791,525 | | | $0 | | | | Mr. Sullivan | | | $1,957,111 | | | $1,339,820 | | | $0 | | | | Mr. O’Toole | | | $1,319,510 | | | $894,339 | | | $0 | | | | Mr. Hill | | | $978,829 | | | $678,576 | | | $360,292 | | | | Mr. Hibbert | | | $933,515 | | | $640,601 | | | $0 | |
Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five or ten-year period, commencing six months from the date of termination. In the event an officer’s employment is terminated due to permanent disability, our Company provides basic long-term disability benefits of 40% of the officer’s previous year’s salary and a one-time bonus up to $240,000. He or she may also be entitled to benefits under our optional long-term disability plan, which pays a supplemental benefit equal to a total of 66-2/3% of the officer’s previous year’s salary and a one-time bonus up to $240,000. As noted in the “Summary Compensation Table,” our Company pays the premiums for $50,000 of term life and accidental death and dismemberment insurance for all U.S. employees, including the NEOs. Our executive severance plan provides benefits to a number of our Company’s executives, including the NEOs (each an “Eligible Employee”), in the event of a qualifying termination (“Qualifying Termination”), which includes an involuntary termination without cause or a voluntary termination as a result of good reason. Under the plan: “Cause” includes (i) the failure of an Eligible Employee to make a good faith effort to substantially perform his or her duties or an Eligible Employee’s insubordination with respect to a specific directive; (ii) an Eligible Employee’s dishonesty, negligence in the performance of his or her duties or engaging in willful misconduct, which in the case of any such negligence, has caused or is reasonably expected to result in direct or indirect material injury to our Company; (iii) breach by an Eligible Employee of any material provision of any written agreement with our Company or material violation of any Company policy; or (iv) an Eligible Employee’s commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. “Good reason” includes (i) a material diminution of an Eligible Employee’s base compensation or bonus opportunity; (ii) a material diminution of an Eligible Employee’s authority, duties, or responsibilities; or (iii) a change in the principal place of an Eligible Employee’s employment to a location that is more than 50 miles distant from the Eligible Employee’s then current principal place of employment. Post-termination benefits for each NEO under the plan consist of a lump sum payment equal to: 1.5 times the officer’s annual base salary plus a severance bonus equal to the target short-term incentive plan bonus for the officer for the current fiscal year, except in the case of our Chief Executive Officer (Mr. Little), where such payment will be equal to two times; and 1.5 times the monthly premium cost for group health plan benefits for the officer multiplied by 18, except in the case of Mr. Little, where the health costs will be multiplied by 24. Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company. 50 | | | 2023 Proxy Statement |
TABLE OF CONTENTS The payment of benefits under the plan is conditioned upon, among other things, the officer executing a general release in our Company’s favor, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the officer. Estimated Payments and Benefits Based on the assumptions set out above, the following sets forth estimated payments to our NEOs upon a Qualifying Termination as of September 30, 2023 under the executive severance plan: | | Mr. Little | | | $2,200,000 | | | $2,750,000 | | | $65,234 | | | $0 | | | $5,015,234 | | | | Mr. Sullivan | | | $1,125,000 | | | $843,750 | | | $52,964 | | | $0 | | | $2,021,714 | | | | Mr. O’Toole | | | $900,000 | | | $675,000 | | | $20,167 | | | $0 | | | $1,595,167 | | | | Mr. Hill | | | $697,500 | | | $433,875 | | | $43,875 | | | $0 | | | $1,175,250 | | | | Mr. Hibbert | | | $697,500 | | | $433,875 | | | $48,568 | | | $0 | | | $1,179,943 | |
Change in Control of Our Company Effective April 25, 2019, we adopted a Change in Control Plan that covers our NEOs. “Termination for cause” means a termination for willful breach of, or failure to perform, employment duties. “Good reason” means, among other things, certain changes in the officer’s status or duties, failure to pay certain compensation or awards, relocation of his or her office, or improper termination. A “Change in control” includes, among other things, acquisition of specified amounts of shares by any person, certain changes in the composition of our incumbent Board, approval of business combinations under certain circumstances, or other matters approved by our Board. Upon a Participant’s Termination of Employment following a Change in Control, a Participant shall be entitled to the following benefits, provided that such Termination of Employment occurs during the Change in Control Period, and such Termination of Employment is not a result of a Participant’s death, Retirement or Disability and (i) if by the Company, is not for Cause, or (ii) if by Participant, is for Good Reason: Payment in full of Participant’s prorated bonus for the fiscal year in which the Termination of Employment occurs calculated as Participant’s Target Bonus for the fiscal year in which the Termination of Employment occurs, or, if greater, the actual bonus awarded to Participant under any short-term incentive plan(s) of our Company for the fiscal year immediately preceding the fiscal year in which the Termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Termination of Employment occurs, subject to any valid deferral election which was made prior to that time by the Participant under any Company qualified pension plan, non-qualified pension plan, 401(k) plan, excess 401(k) plan or non-qualified deferred compensation plan then in effect; Accelerated vesting of all unvested stock options and restricted stock and stock equivalent awards, including performance awards, that have been granted or sold to the Participant by the Company and which have not otherwise vested; Payment of a Participant’s base salary through Termination of Employment at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which Participant is entitled under any compensation plan(s) or program(s) of our Company applicable to Participant at the time such payments are due under such plan(s) or program(s); Additional pay calculated as the product of a predetermined amount applicable to Participant’s title multiplied by the sum of (x) the greater of (i) Participant’s annual base salary in effect immediately prior to the Termination of Employment, or (ii) Participant’s annual base salary in effect as of the date of the Change in Control, and (y) Participant’s Target Bonus Amount; TABLE OF CONTENTS If not already vested, Participant shall be deemed fully vested as of the Termination of Employment in any Company retirement plan(s) or other written agreement(s) between Participant and our Company relating to pay or other retirement income benefits upon retirement in which Participant was a participant, party or beneficiary immediately prior to the Change in Control, and any additional plan(s) or agreement(s) in which such Participant became a participant, party or beneficiary thereafter; For the period of time after Termination of Employment applicable to Participant’s title, our Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, Participant and/or Participant’s family as if Participant’s employment with our Company had not been terminated as of the Termination of Employment, in accordance with our Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of our Company; If pursuant to the terms and conditions of any such health or welfare plan or program, our Company is not able to continue Participant’s and/or Participant’s family participation in the plan or program for all or any portion of such period applicable to Participant’s title, our Company will reimburse Participant for the cost of insurance for any such benefit for Participant and/or Participant’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of our Company, less the amount that would have been paid by Participant for such benefits pursuant to our Company’s plan or program; and Six months of outplacement services through a designated provider selected by our Company, terminating six months thereafter or upon the date Participant obtains other employment, whichever date is sooner. The foregoing is subject to execution by Participant of a Release in favor of our Company no later than 60 days following such Participant’s Termination of Employment, including the Participant’s written acceptance of, and written agreement to comply with, the confidentiality, non-solicitation, non-disparagement and non-competition provisions set forth in the Release. Estimated Payments and Benefits Based on the assumptions set out above, the following chart sets forth estimated payments to our NEOs upon termination following a change in control. The value of accelerated restricted stock equivalents reflects a stock price of $36.96 (the closing price of our common stock on September 29, 2023, the last trading day of our fiscal year). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 2023 are not reflected in these valuations. | | Mr. Little | | | $8,800,000 | | | $445,500 | | | $8,759,169 | | | $53,885 | | | $(2,632,462) | | | $15,426,092 | | | | Mr. Sullivan | | | $3,187,500 | | | $157,500 | | | $1,957,111 | | | $34,871 | | | $0 | | | $5,336,982 | | | | Mr. O’Toole | | | $2,550,000 | | | $126,000 | | | $1,319,510 | | | $12,834 | | | $0 | | | $4,008,344 | | | | Mr. Hill | | | $1,836,750 | | | $92,070 | | | $978,829 | | | $27,248 | | | $0 | | | $2,934,897 | | | | Mr. Hibbert | | | $1,836,750 | | | $92,070 | | | $933,515 | | | $35,923 | | | $0 | | | $2,898,258 | |
(1)
| It was determined that a “golden parachute” excise tax would be due under the Code for Mr. Little and, therefore, we reduced the aggregate amount of the payments that would be payable to an amount such that no excise tax would be due. |
52 | | | 2023 Proxy Statement |
TABLE OF CONTENTS Chief Executive Officer Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median total compensation of our employees and the total compensation of our Chief Executive Officer, Mr. Little. We selected September 30, 2023, the last day of our fiscal year, as the determination date for identifying the median employee and base salary as our consistently applied compensation measure (“CACM”). Using this CACM, we identified all employees whose base salary was estimated to be within a narrow range of the median. We selected an individual from this group as our median employee. The median employee selected has a total compensation of $45,471, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation of our Chief Executive Officer was $10,517,129. As a result, our estimate of the ratio of CEO pay to the median employee pay is 231 to 1. The above pay ratio may not be comparable to the pay ratio disclosed by our peer companies due to differences in the geographic distribution of the workforce and nature of the work performed and differences in the methodology, reasonable estimates and assumptions we employed compared to different organizations. EQUITY COMPENSATION PLAN INFORMATION The following table gives information about our Company’s common stock that may be issued upon the exercise of options, warrants and rights under all our Company’s existing compensation plans as of September 30, 2023: | | Equity compensation plans
approved by security holders | | | 2,678,280 | | | $51.75 | | | 4,561,729 | | | | Equity compensation plans not
approved by security holders | | | None | | | n/a | | | None | | | | Total | | | 2,678,280 | | | $51.75 | | | 4,561,729 | |
(1)
| The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2023, includes 1,470,471 restricted stock equivalents which have been granted under the terms of our Company’s 2000 Incentive Stock Plan (pursuant to which no further equity awards may be made), our Company’s 2009 Stock Plan (pursuant to which no further equity awards may be made), and our A&R 2018 Plan, and 1,207,809 stock option awards which have been granted under the terms of the A&R 2018 Plan and the 2009 Stock Plan. |
(2)
| The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents. |
(3)
| This number only reflects securities available under the A&R 2018 Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 1.95 to 1 ratio. |
TABLE OF CONTENTS PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain company financial performance metrics. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to the Compensation Discussion and Analysis.
Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so.
| | 2023 | | | $10,517,129 | | | $9,124,943 | | | $2,310,328 | | | $1,872,883 | | | $138.92 | | | $106.10 | | | $114.7 | | | $342 | | | | 2022 | | | $9,320,280 | | | $10,600,848 | | | $1,900,947 | | | $2,402,210 | | | $138.52 | | | $91.47 | | | $99.5 | | | $335 | | | | 2021 | | | $8,104,026 | | | $11,957,823 | | | $2,158,258 | | | $2,615,423 | | | $132.34 | | | $100.05 | | | $117.8 | | | $367 | |
1.
| Represents the value of a hypothetical $100 investment beginning at market close on September 29, 2021, assuming reinvestment of dividends. |
2.
| For each covered year, the CEO was Rod R. Little. The other NEOs were as follows: |
2023: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert 2022: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert 2021: Daniel J. Sullivan, Eric F. O’Toole, Marisa B. Iasenza and Anne-Sophie Gaget 3.
| Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |
Total Compensation for CEO as reported SCT for the covered year | | | $10,517,129 | | | $9,320,280 | | | $8,104,026 | Deduct pension values reported in SCT for the covered year | | | $0 | | | $0 | | | $0 | Deduct grant date fair value of equity awards reported in SCT for the covered year | | | $7,560,774 | | | $7,112,126 | | | $5,720,490 | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | | | $0 | | | $0 | | | $0 | Add fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | | | $6,451,441 | | | $6,196,672 | | | $5,556,723 | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | | | $0 | | | $0 | | | $0 | Add dividends paid on unvested shares/share units and stock options | | | $107,860 | | | $107,576 | | | $411 | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | | | ($2,261,031) | | | $429,987 | | | $3,706,191 | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | | $1,870,318 | | | $1,658,459 | | | $310,962 | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | | | $0 | | | $0 | | | $0 | Compensation Actually Paid to CEO | | | $9,124,943 | | | $10,600,848 | | | $11,957,823 |
| 2020 Proxy Statement54 | | | 2023 Proxy Statement |
TABLE OF CONTENTS POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLWe have not entered into general employment agreements with any of4.
| Amounts reported in this column are based on average total compensation reported for our named executive officers. However, equity awards under our 2009 Stock Plan and our A&R 2018 Plan, and our deferred compensation plan provide for acceleration of vesting of certain awardsOther NEOs in the event of certain terminations of employment. In September 2016, we instituted an executive severance plan in which our NEOs and certain of our other key employees participate which provides benefits to participants in the event of an involuntary termination without cause or a voluntary termination as a result of good reason, as such terms are defined in the plan, including severance compensation, payment for accrued but unpaid paid time off and payments in respect of the monthly premium cost for group health plan benefits. Prior to April 25, 2019, we had entered into change in control agreements with our NEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and continuation of benefits upon qualified termination of employment following a change in control. Effective as of April 25, 2019, we have replaced the individual change in control agreements with a Change in Control Plan.The information below reflects the value of acceleration or incremental compensation which each officer would receive upon the termination of his or her employment or upon a change in control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined at the time of the event.
The information is based on the following assumptions:
the event of termination (death, permanent disability, involuntary termination or voluntary termination), or a change in control of our Company, occurred on September 30, 2020, the last day of our fiscal year;
the market value of our common stock on that date was $27.88 (the actual closing price on September 30, 2020, the last trading day of fiscal 2020);
each of the officers were terminated on that date; and
the U.S. corporate tax rate was 21%, individual federal tax rate was 37%, Connecticut state tax rate was 7% and FICA was 2.35%.
This information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees—such as amounts accrued under our savings investment plan, accumulated and vested benefits under our retirement plans (including our SERP and ESIP), health, welfare and disability benefits, and accrued vacation pay.
The information below also does not include amounts under our deferred compensation plan or ESIP that would be paid, or vested stock equivalents that would be issued, all as described in the “Non-qualified DeferredSummary Compensation Table” except to the extent that an officer is entitled to an accelerated benefit as a result of the termination. Any acceleration of equity awards would also include acceleration of dividends payable with respect to such awards, if any.
Death, Permanent Disability or Termination of Employment (Other Than Under the Executive Severance Plan or Upon a Change in Control)Upon an officer’s death, permanent disability, involuntary termination, voluntary termination and, in some cases, retirement, the following long-term incentive awards may provide for acceleration of vesting. Awards are accelerated on a pro rata basis for retirement after attainment of age 55 with ten years of service if granted 12 or more months prior to retirement date. No awards are accelerated upon voluntary termination or involuntary termination.
| Three-year time-based restricted stock equivalent and stock options granted 11/15/2018, 11/14/2019 and 4/1/2020.
| | | Forfeited
| | | Accelerated
| | | Accelerated
| | | Pro Rata Vesting
| | | Three-year performance-based restricted stock equivalent awards granted 11/15/2018, 11/14/2019 and 4/1/2020.
| | | Forfeited
| | | Accelerated
| | | Pro Rata Vesting
| | | Pro Rata Vesting
| |
TABLE OF CONTENTS
The value of awards which would be accelerated for our NEOs upon death, permanent disability or retirement as of September 30, 2020 is shown in the following chart. The value of accelerated restricted stock equivalents reflects a stock price of $27.88 (the closing price of our common stock on September 30, 2020). Stock market changes since September 30, 2020 are not reflected in these valuations.
| | Mr. Little | | | $6,201,293 | | | $3,738,150 | | | $0 | | | | Mr. Sullivan | | | $2,237,049 | | | $1,373,945 | | | $0 | | | | Mr. Hutchison | | | $2,069,932 | | | $1,374,865 | | | $146,243 | | | | Mr. Hill | | | $1,892,048 | | | $1,253,773 | | | $72,233 | | | | Ms. Iasenza | | | $1,847,077 | | | $1,217,686 | | | $0 | |
Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five or ten-year period, commencing six months from the date of termination.
In the event an officer’s employment is terminated due to permanent disability, our Company provides basic long-term disability benefits of 40% of the officer’s previous year’s salary and bonus up to $240,000. He or she may also be entitled to benefits under our optional long-term disability plan, which pays a supplemental benefit equal to a total of 66-2/3% of the officer’s previous year’s salary and bonus up to $240,000. As noted in the “Summary Compensation Table,” our Company pays the premiums for $50,000 of term life insurance for all U.S. employees, including the NEOs.
Our executive severance plan provides benefits to a number of our Company’s executives, including the NEOs (each an “Eligible Employee”), in the event of a qualifying termination (“Qualifying Termination”), which includes an involuntary termination without cause or a voluntary termination as a result of good reason. Under the plan:
“Cause” includes (i) the failure of an Eligible Employee to make a good faith effort to substantially perform his or her duties or an Eligible Employee’s insubordination with respect to a specific directive; (ii) an Eligible Employee’s dishonesty, negligence in the performance of his or her duties or engaging in willful misconduct, which in the case of any such negligence, has caused or is reasonably expected to result in direct or indirect material injury to our Company; (iii) breach by an Eligible Employee of any material provision of any written agreement with our Company or material violation of any Company policy; or (iv) an Eligible Employee’s commission of a crime that constitutes a felony or other crime of moral turpitude or fraud.
“Good reason” includes (i) a material diminution of an Eligible Employee’s base compensation or bonus opportunity; (ii) a material diminution of an Eligible Employee’s authority, duties, or responsibilities; or (iii) a change in the principal place of an Eligible Employee’s employment to a location that is more than 50 miles distant from the Eligible Employee’s then current principal place of employment.
Post-termination benefits for each NEO under the plan consist of a lump sum payment equal to:
1.5 times the officer’s annual base salary plus a severance bonus equal to the target short-term incentive plan bonus for the officer for the currentindicated fiscal year, except in the case of our Chief Executive Officer (Mr. Little), where such payment will be equal to two times;
the accrued but unpaid paid time off available to the officer;years and
1.5 times the monthly premium cost for group health plan benefits for the officer multiplied by 18, except in the case of Mr. Little, where the health costs will be multiplied by 24.
Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company.
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The payment of benefits under the plan is conditioned upon, among other things, the officer executing a general release in our Company’s favor, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the officer.
Estimated Payments and Benefits
Based on the assumptions set out above, the following sets forth estimated payments to our NEOs upon a Qualifying Termination as of September 30, 2020 under the executive severance plan:
| | Mr. Little | | | $2,000,000 | | | $2,300,000 | | | $66,421 | | | $119,231 | | | $4,485,652 | | | | Mr. Sullivan | | | $1,065,000 | | | $745,500 | | | $59,958 | | | $57,346 | | | $1,927,804 | | | | Mr. Hutchison | | | $900,000 | | | $720,000 | | | $35,785 | | | $48,462 | | | $1,704,246 | | | | Mr. Hill | | | $645,000 | | | $387,000 | | | $62,856 | | | $67,808 | | | $1,162,664 | | | | Ms. Iasenza | | | $675,000 | | | $405,000 | | | $19,197 | | | $36,346 | | | $1,135,544 | |
Change in Control of Our CompanyEffective April 25, 2019, we adopted a Change in Control Plan that covers our NEOs.
“Termination for cause” means a termination for willful breach of, or failure to perform, employment duties.
“Good reason” means, among other things, certain changes in the officer’s status or duties, failure to pay certain compensation or awards, relocation of his or her office, or improper termination.
A “Change in control” includes, among other things, acquisition of specified amounts of shares by any person, certain changes in the composition of our incumbent Board, approval of business combinations under certain circumstances, or other matters approved by our Board.
Upon a Participant’s Termination of Employment following a Change in Control, a Participant shall be entitled to the following benefits, provided that such Termination of Employment occurs during the Change in Control Period, and such Termination of Employment is not a result of a Participant’s death, Retirement or Disability and (i) if by the Company, is not for Cause, or (ii) if by Participant, is for Good Reason:
Payment in full of Participant’s prorated bonus for the fiscal year in which the Termination of Employment occurs calculated as Participant’s Target Bonus for the fiscal year in which the Termination of Employment occurs, or, if greater, the actual bonus awarded to Participant under any short-term incentive plan(s) of our Company for the fiscal year immediately preceding the fiscal year in which the Termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Termination of Employment occurs, subject to any valid deferral election which was made prior to that time by the Participant under any Company qualified pension plan, non-qualified pension plan, 401(k) plan, excess 401(k) plan or non-qualified deferred compensation plan then in effect;
Accelerated vesting of all unvested stock options and restricted stock and stock equivalent awards, including performance awards, that have been granted or sold to the Participant by the Company and which have not otherwise vested;
Payment of a Participant’s base salary through Termination of Employment at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which Participant is entitled under any compensation plan(s) or program(s) of our Company applicable to Participant at the time such payments are due under such plan(s) or program(s);
Additional pay calculated as the product of a predetermined amount applicable to Participant’s title multiplied by the sum of (x) the greater of (i) Participant’s annual base salary in effect immediately prior to the Termination of Employment, or (ii) Participant’s annual base salary in effect as of the date of the Change in Control, and (y) Participant’s Target Bonus Amount;
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If not already vested, Participant shall be deemed fully vested as of the Termination of Employment in any Company retirement plan(s) or other written agreement(s) between Participant and our Company relating to pay or other retirement income benefits upon retirement in which Participant was a participant, party or beneficiary immediately prior to the Change in Control, and any additional plan(s) or agreement(s) in which such Participant became a participant, party or beneficiary thereafter;
For the period of time after Termination of Employment applicable to Participant’s title, our Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, Participant and/or Participant’s family as if Participant’s employment with our Company had not been terminated as of the Termination of Employment, in accordance with our Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of our Company;
If pursuant to the terms and conditions of any such health or welfare plan or program, our Company is not able to continue Participant’s and/or Participant’s family participation in the plan or program for all or any portion of such period applicable to Participant’s title, our Company will reimburse Participant for the cost of insurance for any such benefit for Participant and/or Participant’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of our Company, less the amount that would have been paid by Participant for such benefits pursuant to our Company’s plan or program; and
Six months of outplacement services through a designated provider selected by our Company, terminating six months thereafter or upon the date Participant obtains other employment, whichever date is sooner.
The foregoing is subject to execution by Participant of a Release in favor of our Company no later than 60 days following such Participant’s Termination of Employment, including the Participant’s written acceptance of, and written agreement to comply with, the confidentiality, non-solicitation, non-disparagement and non-competition provisions set forth in the Release.
Estimated Payments and Benefits
Based on the assumptions set out above, the following chart sets forth estimated payments to our NEOs upon termination following a change in control. If a change in control occurs but their employment is not terminated, the CIC Plan provides a more limited value, adjusted as shown in the second charttable below. TheFair value of accelerated restricted stock equivalents reflects a stock priceequity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
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Average Total Compensation for Other NEOs as reported SCT for the covered year | | | $2,310,328 | | | $1,900,947 | | | $2,158,258 | Deduct average pension values reported in SCT for the covered year | | | $50,691 | | | $28,729 | | | $0 | Deduct average grant date fair value of equity awards reported in SCT for the covered year | | | $1,144,569 | | | $1,013,257 | | | $1,061,580 | Add average pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | | | $0 | | | $0 | | | $0 | Add average fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | | | $980,629 | | | $882,178 | | | $773,393 | Add average fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | | | $0 | | | $0 | | | $0 | Add average dividends paid on unvested shares/share units and stock options | | | $25,371 | | | $22,263 | | | $1,437 | Add the average changes in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | | | ($326,076) | | | $13,518 | | | $647,698 | Add the average change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | | $77,891 | | | $625,290 | | | $96,217 | Subtract the average fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | | | $0 | | | $0 | | | $0 | Average Compensation Actually Paid to Other NEOs | | | $1,872,883 | | | $2,402,210 | | | $2,615,423 |
5.
| Pursuant to Item 402(v) of $27.88 (the closing priceRegulation S-K, the Company used the same peer group used for purposes of our common stock on September 30, 2020,Item 201(e) of Regulation S-K, the last trading day of our fiscal year). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 2020 are not reflectedS&P Composite 1500 Household Products. |
6.
| Represent Adjusted EBITDA as shown in these valuations.| | Mr. Little | | | $7,600,000 | | | $415,666 | | | $6,201,293 | | | $66,421 | | | $0 | | | $14,283,380 | | | | Mr. Sullivan | | | $2,911,000 | | | $159,072 | | | $2,237,049 | | | $53,296 | | | $(506,187) (1) | | | $4,854,230 | | | | Mr. Hutchison | | | $2,640,000 | | | $129,600 | | | $2,069,932 | | | $31,809 | | | $0 | | | $4,871,341 | | | | Mr. Hill | | | $1,634,000 | | | $104,976 | | | $1,892,048 | | | $55,872 | | | $0 | | | $3,686,896 | | | | Ms. Iasenza | | | $1,710,000 | | | $113,820 | | | $1,847,077 | | | $17,064 | | | $0 | | | $3,687,961 | |
(1)
| It was determined that a “golden parachute” excise tax would be due under the Code for Mr. Sullivan and, therefore, we reduced the aggregate amount of the payments that would be payable to an amount such that no excise tax would be due. |
Appendix A. |
Company’s Most Important Financial Performance Measures 54The following were the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance:
Total Shareholder Return (“TSR”)
Adjusted EBITDA
 Net Income | | TABLE OF CONTENTS | Mr. Little
| | | $0
| | | Mr. Sullivan
| | | $0
| | | Mr. Hutchison
| | | $49,236
| | | Mr. Hill
| | | $23,670
| | | Ms. Iasenza
| | | $0
| |
(1)
| This table shows the effects of single trigger awards granted in FY2018 which will vest in FY2021. |
Chief Executive Officer Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median total compensation of our employees and the total compensation of our Chief Executive Officer, Mr. Little.
We selected September 30, 2020, the last day of our fiscal year, as the determination date for identifying the median employee and base salary as our consistently applied compensation measure (“CACM”). Using this CACM, we identified all employees whose base salary was estimated to be within a narrow range of the median. We selected an individual from this group as our median employee. The median employee selected has a total compensation of $50,613, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation of our Chief Executive Officer was $6,456,874. As a result, our estimate of the ratio of CEO pay to the median employee pay is 128 to 1.
The above pay ratio may not be comparable to the pay ratio disclosed by our peer companies due to differences in the geographic distribution of the workforce and nature of the work performed and differences in the methodology, reasonable estimates and assumptions we employed compared to different organizations.
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The charts below describe the relationship between compensation actually paid to our CEO and to our other NEOs (as calculated above) and our financial and stock performance for the indicated years. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
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56 | | EQUITY COMPENSATION PLAN INFORMATION | 2023 Proxy StatementThe following table gives information about our Company’s common stock that may be issued upon the exercise of options, warrants and rights under all our Company’s existing compensation plans as of September 30, 2020:
| | Equity compensation plans approved by security holders | | | 2,725,345 | | | $67.90 | | | 4,411,044 | | | | Equity compensation plans not approved by security holders | | | None | | | n/a | | | None | | | | Total | | | 2,725,345 | | | $67.90 | | | 4,411,044 | |
(1)
| The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2020, includes 2,011,349 restricted stock equivalents which have been granted under the terms of our Company’s 2000 Incentive Stock Plan (pursuant to which no further equity awards may be made), our Company’s 2009 Stock Plan and our A&R 2018 Plan, and 713,996 stock option awards which have been granted under the terms of the A&R 2018 Plan and the 2009 Stock Plan. |
(2)
| The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents. |
(3)
| This number only reflects securities available under the A&R 2018 Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 1.95 to 1 ratio. |
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Adjusted EBITDA utilized for Executive Officer Compensation excluded an immaterial adjustment related to aged goods received but not yet invoiced (“GRNI”). Refer to “Note 1. Background & Basis of Presentation” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for additional information. | | | 2020 Proxy Statement
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| | 2023 Proxy Statement | STOCK OWNERSHIP INFORMATION57FIVE PERCENT OWNERS OF COMMON STOCKThe following table shows, as of September 30, 2020,
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TABLE OF CONTENTS STOCK OWNERSHIP INFORMATION FIVE PERCENT OWNERS OF COMMON STOCK The following table shows, as of September 30, 2023, the holdings of our Company’s common stock by any entity or person known to our Company to be the beneficial owner of more than 5% of the outstanding shares of our Company’s common stock. | | BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 | | | 8,363,906 (2) | | | 16.3% | | | | The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355 | | | 6,083,746 (3) | | | 11.78% | | | | Dimensional Fund Advisors LP
6300 Bee Cave Road, Bldg. 1, Austin, TX 78746 | | | 3,446,219 (4) | | | 6.7% | | | | American Century Companies, Inc.
4500 Main Street, Kansas City, MO 64111 | | | 3,194,469 (5) | | | 6.19% | |
(1)
| On September 30, 2023, there were 50,118,789 shares of our Company’s common stock outstanding. |
(2)
| As reported in a statement on Schedule 13G filed with the SEC on January 26, 2023, BlackRock, Inc. and related entities reported, as of December 31, 2022, sole voting power over 8,257,006 shares, and sole dispositive power over 8,363,906 shares. |
(3)
| As reported in a statement on Schedule 13G filed with the SEC on February 9, 2023, The Vanguard Group and related entities reported, as of December 31, 2022, shared voting power over 48,397 shares, sole dispositive power over 5,985,596 shares and shared dispositive power over 98,150 shares. |
(4)
| As reported in a statement on Schedule 13G filed with the SEC on February 10, 2023, Dimensional Fund Advisors LP (“DFA”) and related entities reported, as of December 31, 2022, sole voting power over 3,386,836 shares, and sole dispositive power over 3,446,219 shares. DFA, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. |
(5)
| As reported in a statement on Schedule 13G filed with the SEC on February 8, 2023, American Century Companies, Inc., a parent holding company or control person; American Century Investment Management, Inc., an investment adviser; and Stowers Institute for Medical Research, a parent holding company or control person, reported, as of December 31, 2022, sole voting power over 3,131,656 shares, sole dispositive power over 3,194,469 shares. Various persons, including the investment companies and separate institutional investor accounts that American Century Investment Management, Inc. (“ACIM”) serves as investment adviser, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that are the subject of this schedule. Except as may be otherwise indicated if this is a joint filing, not more than 5% of the outstanding sharesclass of our Company’s common stock. | BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
| | | 6,314,617 (2)
| | | 11.6%
| | | The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
| | | 5,609,013 (3)
| | | 10.32%
| | | GAMCO Investors, Inc.
One Corporate Center, Rye, NY 10580-1435
| | | 3,311,100 (4)
| | | 6.09%
| | | FMR LLC
245 Summer Street, Boston, MA 02110
| | | 5,671,946 (5)
| | | 10.445%
| | | Dimensional Fund Advisors LP
6300 Bee Cave Road, Bldg. 1, Austin, TX 78746
| | | 2,910,271 (6)
| | | 5.36%
| securities that is the subject of this schedule is owned by any one client advised by ACIM. |
(1)
| On September 30, 2020, there were 54,355,183 shares of our Company’s common stock outstanding. |
(2)
| As reported in a statement on Schedule 13G filed with the SEC on February 4, 2020, BlackRock, Inc. and related entities reported, as of December 31, 2019, sole voting power over 6,182,472 shares, and sole dispositive power over 6,314,517 shares. |
(3)
| As reported in a statement on Schedule 13G filed with the SEC on February 12, 2020, The Vanguard Group and related entities reported, as of December 31, 2019, sole voting power over 51,531 shares, shared voting power over 8,289 shares, sole dispositive power over 5,555,381 shares and shared dispositive power over 53,632 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 45,343 shares, or 0.08%, of our common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 14,477 shares, or 0.02%, of our common stock as a result of its serving as investment manager of collective trust accounts. |
(4)
| As reported in a statement on Schedule 13D filed with the SEC on July 20, 2020, GAMCO Investors, Inc. reported, as of July 17, 2020 that Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 1,250,4590 shares of our common stock with sole voting and dispositive power over those shares. GAMCO Asset Management Inc., a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 2,037,591 shares of our common stock with sole voting power over 1,962,341 shares and sole dispositive power over 2,037,591 shares. GGCP, Inc., a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 11,000 shares of our common stock with sole voting and dispositive power over those shares. Gabelli & Company Investment Advisers, Inc. is the beneficial owner of 1,600 shares of our common stock with sole voting and dispositive power over those shares. Mario J. Gabelli is the beneficial owner of 5,800 shares of our common stock with sole voting and dispositive power over those shares. MJG Associates, Inc. is the beneficial owner of 4,300 shares of our common stock with sole voting and dispositive power over those shares. Associated Capital Group, Inc. is the beneficial owner of 350 shares of our common stock with sole voting and dispositive power over those shares. |
(5)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 7, 2020, FMR LLC reported, as of February 6, 2020, sole voting power over 310,597 shares and sole dispositive power over 5,671,946 shares. Pursuant to Item 3 classification, the following entities beneficially own shares of our Common Stock: FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Investments Money Management, Inc., FMR Co., Inc., and Strategic Advisers LLC. Abigail P. Johnson is a Director, the Chairman and Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity58 | | | 2023 Proxy Statement |
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Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998).
(6)
| As reported in a statement on Schedule 13G filed with the SEC on February 12, 2020, Dimensional Fund Advisors LP reported as of December 31, 2019, sole voting power over 2,821,660 shares and sole dispositive power over 2,910,271 shares of our common stock. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. The Funds described here have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. Dimensional Fund Advisors LP disclaims beneficial ownership of all such securities. |
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OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERSThe table below contains information regarding beneficial common stock ownership by our directors, NEOs, and directors and executive officers as a group as of November 27, 2020.TABLE OF CONTENTS OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS The table below contains information regarding beneficial common stock ownership by our directors, NEOs, and directors and executive officers as a group as of November 24, 2023. It does not reflect any changes in ownership that may have occurred after that date. In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director or officer. Unless otherwise indicated, directors and executive officers named in the table below have sole voting and investment power with respect to the shares set forth in the table and none of the stock included in the table is pledged. The table also indicates shares that may be obtained within 60 days upon the exercise of options, or upon the conversion of vested RSEs into shares of common stock. |
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