XML 23 R2.htm IDEA: XBRL DOCUMENT v3.25.0.1
Pay vs Performance Disclosure - USD ($)
1 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2024
Nov. 25, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance
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 to 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 former CEO, our interim CEO and, on average, our other NEOs.
Year
Summary
Compensation
Table Total for
Former CEO(1)
Compensation
Actually Paid to
Former
CEO(1)(2)(3)
Summary
Compensation
Table Total for
Interim
CEO(1)
Compensation
Actually Paid
to Interim
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)
Company
TSR
Peer
Group
TSR
2024
$13,914,745
$10,584,170
$10,550,025
$14,227,775
$3,216,477
$2,492,343
$71
$189
($57)
$885
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, former Chairman of the Board, President and CEO, was our principal executive officer (“PEO”) through November 25, 2024. R. Bruce McDonald, interim Chairman of the Board, President and CEO, became our PEO effective November 25, 2024. The individuals comprising the non-CEO NEOs for each fiscal year presented are listed below.
2020
2021
2022
2023
2024
Jonathan M. Collins
Jonathan M. Collins
Timothy R. Kraus
Timothy R. Kraus
Timothy R. Kraus
Aziz S. Aghili
Timothy R. Kraus
Aziz S. Aghili
Aziz S. Aghili
Byron S. Foster
Robert D. Pyle
Aziz S. Aghili
Byron S. Foster
Byron S. Foster
Brian K. Pour
Douglas H. Liedberg
Douglas H. Liedberg
Douglas H. Liedberg
Douglas H. Liedberg
Jeroen Decleer
Antonio Valencia
Douglas H. Liedberg
(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 former CEO, the interim 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 Former CEO
Deduction of Grant Date
Fair Value of Stock Awards
from Summary
Compensation Table
Additions to Summary
Compensation Table
Compensation Actually
Paid to Former CEO
2024
$13,914,745
($10,247,499)
$6,916,924
$10,584,170
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 Interim CEO
Deduction of Grant Date
Fair Value of Stock Awards
from Summary
Compensation Table
Additions to Summary
Compensation Table
Compensation Actually
Paid to Interim CEO
2024
$10,550,025
($10,399,995)
$14,077,745
$14,227,775
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
2024
$3,216,477
($1,719,984)
$995,850
$2,492,343
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 Former 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 Former CEO
2024
$9,079,449
($1,807,953)
($354,572)
$6,916,924
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 Interim 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 Interim CEO
2024
$14,077,745
$0
$0
$14,077,745
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
2024
$1,245,907
($163,718)
($86,338)
$995,850
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 2024 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 former CEO, our interim CEO and non-CEO NEOs in 2024. 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, former Chairman of the Board, President and CEO, was our principal executive officer (“PEO”) through November 25, 2024. R. Bruce McDonald, interim Chairman of the Board, President and CEO, became our PEO effective November 25, 2024. The individuals comprising the non-CEO NEOs for each fiscal year presented are listed below.
2020
2021
2022
2023
2024
Jonathan M. Collins
Jonathan M. Collins
Timothy R. Kraus
Timothy R. Kraus
Timothy R. Kraus
Aziz S. Aghili
Timothy R. Kraus
Aziz S. Aghili
Aziz S. Aghili
Byron S. Foster
Robert D. Pyle
Aziz S. Aghili
Byron S. Foster
Byron S. Foster
Brian K. Pour
Douglas H. Liedberg
Douglas H. Liedberg
Douglas H. Liedberg
Douglas H. Liedberg
Jeroen Decleer
Antonio Valencia
Douglas H. Liedberg
       
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 2024 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.
       
Adjustment To PEO Compensation, Footnote    
(3)
CAP reflects the deduction and addition of certain amounts for the former CEO, the interim 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 Former CEO
Deduction of Grant Date
Fair Value of Stock Awards
from Summary
Compensation Table
Additions to Summary
Compensation Table
Compensation Actually
Paid to Former CEO
2024
$13,914,745
($10,247,499)
$6,916,924
$10,584,170
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 Interim CEO
Deduction of Grant Date
Fair Value of Stock Awards
from Summary
Compensation Table
Additions to Summary
Compensation Table
Compensation Actually
Paid to Interim CEO
2024
$10,550,025
($10,399,995)
$14,077,745
$14,227,775
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 Former 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 Former CEO
2024
$9,079,449
($1,807,953)
($354,572)
$6,916,924
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 Interim 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 Interim CEO
2024
$14,077,745
$0
$0
$14,077,745
       
Non-PEO NEO Average Total Compensation Amount     $ 3,216,477 $ 3,609,177 $ 2,357,617 $ 2,112,689 $ 2,943,844
Non-PEO NEO Average Compensation Actually Paid Amount     $ 2,492,343 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 former CEO, the interim 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
2024
$3,216,477
($1,719,984)
$995,850
$2,492,343
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
2024
$1,245,907
($163,718)
($86,338)
$995,850
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 former CEO, Compensation Actually Paid to our interim 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 former CEO, Compensation Actually Paid to our interim 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 former CEO, Compensation Actually Paid to our interim 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 former CEO, Compensation Actually Paid to our interim 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    
2024 Performance Measures
The measures listed below represent the most important metrics we used to link executive pay to company performance for 2024 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 Free Cash Flow
Net New Business
Pre-tax Return on Invested Capital
Relative TSR
       
Total Shareholder Return Amount     $ 71 87 87 129 108
Peer Group Total Shareholder Return Amount     189 180 138 152 120
Net Income (Loss)     $ (57,000,000) $ 38,000,000 $ (242,000,000) $ 197,000,000 $ (31,000,000)
Company Selected Measure Amount     885,000,000 845,000,000 700,000,000 795,000,000 593,000,000
PEO Name R. Bruce McDonald James K. Kamsickas   James K. Kamsickas James K. Kamsickas James K. Kamsickas James K. Kamsickas
Equity Awards Adjustments, Footnote    
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 Former 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 Former CEO
2024
$9,079,449
($1,807,953)
($354,572)
$6,916,924
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 Interim 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 Interim CEO
2024
$14,077,745
$0
$0
$14,077,745
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
2024
$1,245,907
($163,718)
($86,338)
$995,850
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
       
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted Free Cash Flow        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Net New Business        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Pre-tax Return on Invested Capital        
Measure:: 5              
Pay vs Performance Disclosure              
Name     Relative TSR        
James K. Kamsickas [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 13,914,745 $ 17,327,154 $ 11,882,248 $ 10,616,003 $ 10,536,432
PEO Actually Paid Compensation Amount     10,584,170 14,595,591 4,464,658 12,396,926 4,949,534
R. Bruce McDonald [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     10,550,025        
PEO Actually Paid Compensation Amount     14,227,775        
PEO | James K. Kamsickas [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (10,247,499) (11,958,807) (9,139,212) (8,478,178) (8,282,900)
PEO | James K. Kamsickas [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     6,916,924 9,227,244 1,721,622 10,259,101 2,696,002
PEO | James K. Kamsickas [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     9,079,449 9,453,700 6,279,348 7,280,424 4,396,119
PEO | James K. Kamsickas [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,807,953) (1,341,376) (4,196,181) 2,411,826 (1,939,322)
PEO | James K. Kamsickas [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (354,572) 1,114,920 (361,545) 566,851 239,205
PEO | R. Bruce McDonald [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (10,399,995)        
PEO | R. Bruce McDonald [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     14,077,745        
PEO | R. Bruce McDonald [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     14,077,745        
PEO | R. Bruce McDonald [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | R. Bruce McDonald [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,719,984) (1,889,546) (1,491,462) (1,341,617) (1,681,355)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     995,850 1,397,625 527,210 1,597,369 556,902
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,245,907 1,492,741 1,032,045 1,166,629 903,781
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (163,718) (185,415) (441,736) 352,447 (393,554)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (86,338) $ 90,299 $ (63,099) $ 78,293 $ 46,675