XML 21 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table

In accordance with disclosure requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information describes the relationship between compensation actually paid to our NEOs and certain financial performance of the Company. For additional information regarding the alignment of our compensation programs with the Company’s performance, refer our “Compensation Discussion & Analysis”.

The table below summarizes Summary Compensation Table (“SCT”) total compensation reported for, and Compensation Actually Paid (“CAP”, as defined by the SEC) to, our CEO and, on average, our other NEOs.

	Year			Summary Compensation Table Total for CEO⁽¹⁾			Compensation Actually Paid to CEO^(1)(2)(3)			Avg Summary Compensation Table Total for Non-CEO NEOs⁽¹⁾⁽²⁾			Average Compensation Actually Paid to Non-CEO NEOs^(1)(2)(3)			Value of Initial Fixed $100 Investment Based on:⁽⁴⁾						Net Income (Loss) (Millions USD)			Adjusted EBITDA⁽⁵⁾ (Millions USD)
	Year			Summary Compensation Table Total for CEO⁽¹⁾			Compensation Actually Paid to CEO^(1)(2)(3)			Avg Summary Compensation Table Total for Non-CEO NEOs⁽¹⁾⁽²⁾						Company TSR			Peer Group TSR			Net Income (Loss) (Millions USD)			Adjusted EBITDA⁽⁵⁾ (Millions USD)
	2023			$17,327,154			$14,595,591			$3,609,177			$3,117,256			$87			$180			$38			$845
	2022			$11,882,248			$4,464,658			$2,357,617			$1,393,365			$87			$138			($242)			$700
	2021			$10,616,003			$12,396,926			$2,112,689			$2,368,441			$129			$152			$197			$795
	2020			$10,536,432			$4,949,534			$2,943,844			$1,819,391			$108			$120			($31)			$593

(1)	James K. Kamsickas, Chairman of the Board and CEO, was our principal executive officer (“PEO”) during the period covered by the table. The individuals comprising the non-CEO NEOs for each fiscal year presented are listed below.

	2020			2021			2022			2023
	Jonathan M. Collins			Jonathan M. Collins			Timothy R. Kraus			Timothy R. Kraus
	Aziz S. Aghili			Timothy R. Kraus			Aziz S. Aghili			Aziz S. Aghili
	Robert D. Pyle			Aziz S. Aghili			Byron S. Foster			Byron S. Foster
	Douglas H. Liedberg			Douglas H. Liedberg			Douglas H. Liedberg			Douglas H. Liedberg
				Antonio Valencia

(2)

These columns reflect Compensation Actually Paid (CAP) calculated in accordance with Item 402(v) of Regulation S-K. CAP does not necessarily reflect compensation actually earned, realized, or received. The amounts reflect the Summary Compensation Table totals with certain adjustments as described below.

(3)

CAP reflects the deduction and addition of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Amounts in the columns titled Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table are the totals from the Stock Awards column shown in the applicable Summary Compensation Table. Amounts in the columns titled Additions to Summary Compensation Table include the net addition of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years; and (iii) the change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years.

	Year			Summary Compensation Table Total for CEO			Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table			Additions to Summary Compensation Table			Compensation Actually Paid to CEO
	2023			$17,327,154			($11,958,807)			$9,227,244			$14,595,591
	2022			$11,882,248			($9,139,212)			$1,721,622			$4,464,658
	2021			$10,616,003			($8,478,178)			$10,259,101			$12,396,926
	2020			$10,536,432			($8,282,900)			$2,696,002			$4,949,534

	Year			Summary Compensation Table Total for Non-CEO NEOs			Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table			Additions to Summary Compensation Table			Compensation Actually Paid to Non-CEO NEOs
	2023			$3,609,177			($1,889,546)			$1,397,625			$3,117,256
	2022			$2,357,617			($1,491,462)			$527,210			$1,393,365
	2021			$2,112,689			($1,341,617)			$1,597,369			$2,368,441
	2020			$2,943,844			($1,681,355)			$556,902			$1,819,391

The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year			Year End Value of Awards Granted During Covered Fiscal Year for CEO			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Total for CEO
	2023			$9,453,700			($1,341,376)			$1,114,920			$9,227,244
	2022			$6,279,348			($4,196,181)			($361,545)			$1,721,622
	2021			$7,280,424			$2,411,826			$566,851			$10,259,101
	2020			$4,396,119			($1,939,322)			$239,205			$2,696,002

	Year			Year End Value of Awards Granted During Covered Fiscal Year for Non-CEO NEOs			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Total for Non-CEO NEOs
	2023			$1,492,741			($185,415)			$90,299			$1,397,625
	2022			$1,032,045			($441,736)			($63,099)			$527,210
	2021			$1,166,629			$352,447			$78,293			$1,597,369
	2020			$903,781			($393,554)			$46,675			$556,902

(4)

The peer groups used to calculate Peer Group TSR are our compensation peer group as disclosed in the CD&A section of this proxy statement, our 2023 proxy statement, our 2022 proxy statement and our 2021 proxy statement. TSR is based on the value of an initial fixed investment of $100 invested (with reinvestment of dividends) in the Company and in the peer group companies for the period starting December 31, 2019 through the end of the listed year, weighted by market capitalization in each applicable year.

(5)

We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and non-CEO NEOs in 2023. Adjusted EBITDA is defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, nonservice cost components of pension and other postretirement benefits costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.).

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)	James K. Kamsickas, Chairman of the Board and CEO, was our principal executive officer (“PEO”) during the period covered by the table. The individuals comprising the non-CEO NEOs for each fiscal year presented are listed below.

	2020			2021			2022			2023
	Jonathan M. Collins			Jonathan M. Collins			Timothy R. Kraus			Timothy R. Kraus
	Aziz S. Aghili			Timothy R. Kraus			Aziz S. Aghili			Aziz S. Aghili
	Robert D. Pyle			Aziz S. Aghili			Byron S. Foster			Byron S. Foster
	Douglas H. Liedberg			Douglas H. Liedberg			Douglas H. Liedberg			Douglas H. Liedberg
				Antonio Valencia

Peer Group Issuers, Footnote

(4)

The peer groups used to calculate Peer Group TSR are our compensation peer group as disclosed in the CD&A section of this proxy statement, our 2023 proxy statement, our 2022 proxy statement and our 2021 proxy statement. TSR is based on the value of an initial fixed investment of $100 invested (with reinvestment of dividends) in the Company and in the peer group companies for the period starting December 31, 2019 through the end of the listed year, weighted by market capitalization in each applicable year.

PEO Total Compensation Amount

$ 17,327,154

$ 11,882,248

$ 10,616,003

$ 10,536,432

PEO Actually Paid Compensation Amount

$ 14,595,591

4,464,658

12,396,926

4,949,534

Adjustment To PEO Compensation, Footnote

(3)

CAP reflects the deduction and addition of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Amounts in the columns titled Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table are the totals from the Stock Awards column shown in the applicable Summary Compensation Table. Amounts in the columns titled Additions to Summary Compensation Table include the net addition of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years; and (iii) the change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years.

	Year			Summary Compensation Table Total for CEO			Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table			Additions to Summary Compensation Table			Compensation Actually Paid to CEO
	2023			$17,327,154			($11,958,807)			$9,227,244			$14,595,591
	2022			$11,882,248			($9,139,212)			$1,721,622			$4,464,658
	2021			$10,616,003			($8,478,178)			$10,259,101			$12,396,926
	2020			$10,536,432			($8,282,900)			$2,696,002			$4,949,534

The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year			Year End Value of Awards Granted During Covered Fiscal Year for CEO			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Total for CEO
	2023			$9,453,700			($1,341,376)			$1,114,920			$9,227,244
	2022			$6,279,348			($4,196,181)			($361,545)			$1,721,622
	2021			$7,280,424			$2,411,826			$566,851			$10,259,101
	2020			$4,396,119			($1,939,322)			$239,205			$2,696,002

Non-PEO NEO Average Total Compensation Amount

$ 3,609,177

2,357,617

2,112,689

2,943,844

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,117,256

1,393,365

2,368,441

1,819,391

Adjustment to Non-PEO NEO Compensation Footnote

(3)

CAP reflects the deduction and addition of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Amounts in the columns titled Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table are the totals from the Stock Awards column shown in the applicable Summary Compensation Table. Amounts in the columns titled Additions to Summary Compensation Table include the net addition of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years; and (iii) the change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years.

	Year			Summary Compensation Table Total for Non-CEO NEOs			Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table			Additions to Summary Compensation Table			Compensation Actually Paid to Non-CEO NEOs
	2023			$3,609,177			($1,889,546)			$1,397,625			$3,117,256
	2022			$2,357,617			($1,491,462)			$527,210			$1,393,365
	2021			$2,112,689			($1,341,617)			$1,597,369			$2,368,441
	2020			$2,943,844			($1,681,355)			$556,902			$1,819,391

The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year			Year End Value of Awards Granted During Covered Fiscal Year for Non-CEO NEOs			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Total for Non-CEO NEOs
	2023			$1,492,741			($185,415)			$90,299			$1,397,625
	2022			$1,032,045			($441,736)			($63,099)			$527,210
	2021			$1,166,629			$352,447			$78,293			$1,597,369
	2020			$903,781			($393,554)			$46,675			$556,902

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

The following chart depicts the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and TSR for the Company and our TSR peer group.

Compensation Actually Paid vs. Net Income

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income (loss).

Compensation Actually Paid vs. Company Selected Measure

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Adjusted EBITDA

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Adjusted EBITDA.

Total Shareholder Return Vs Peer Group

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

The following chart depicts the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and TSR for the Company and our TSR peer group.

Tabular List, Table

2023 Performance Measures

The measures listed below represent the most important metrics we used to link executive pay to company performance for 2023 as described in our CD&A within the sections titled “Annual Performance-Based Cash Incentive” and “Long-Term Incentive Program”.

	Most Important Performance Measures
	Adjusted EBITDA
	Adjusted EBITDA Margin
	Adjusted Free Cash Flow
	Net Electrification Sales
	Relative TSR

Total Shareholder Return Amount

$ 87

87

129

108

Peer Group Total Shareholder Return Amount

180

138

152

120

Net Income (Loss)

$ 38,000,000

$ (242,000,000)

$ 197,000,000

$ (31,000,000)

Company Selected Measure Amount

845,000,000

700,000,000

795,000,000

593,000,000

James K. Kamsickas

James K. Kamsickas

James K. Kamsickas

James K. Kamsickas

Pay vs Performance Disclosure

Adjusted EBITDA

Pay vs Performance Disclosure

Adjusted EBITDA Margin

Pay vs Performance Disclosure

Adjusted Free Cash Flow

Pay vs Performance Disclosure

Net Electrification Sales

Pay vs Performance Disclosure

Relative TSR

PEO | Grant Date Fair Value of Stock Awards from Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (11,958,807)

$ (9,139,212)

$ (8,478,178)

$ (8,282,900)

PEO | Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

9,227,244

1,721,622

10,259,101

2,696,002

PEO | Year End Value of Awards Granted During Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

9,453,700

6,279,348

7,280,424

4,396,119

PEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,341,376)

(4,196,181)

2,411,826

(1,939,322)

PEO | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,114,920

(361,545)

566,851

239,205

Non-PEO NEO | Grant Date Fair Value of Stock Awards from Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,889,546)

(1,491,462)

(1,341,617)

(1,681,355)

Non-PEO NEO | Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,397,625

527,210

1,597,369

556,902

Non-PEO NEO | Year End Value of Awards Granted During Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,492,741

1,032,045

1,166,629

903,781

Non-PEO NEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(185,415)

(441,736)

352,447

(393,554)

Non-PEO NEO | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 90,299

$ (63,099)

$ 78,293

$ 46,675