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Pay vs Performance Disclosure
Pure in Millions
12 Months Ended
Dec. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 25, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

In accordance with rules adopted by the Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

                                   

Value of Initial Fixed

$100 Investment

based on:4

                 
Year  

Summary

Compensation

Table

Total

for PEO1
($)

   

Compensation

Actually

Paid to

PEO1˒2˒3
($)

   

Average

Summary

Compensation

Table Total

for Non-PEO

NEOs1
($)

   

Average

Compensation

Actually

Paid to

Non-PEO

NEOs1,2,3
($)

   

TSR
($)

   

Peer

Group

TSR
($)

   

Net

Income
($ Millions)

   

Adjusted

EBITDA⁵

($ Millions)

 

(a)

 

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

   

(h)

   

(i)

 

2023

  $ 3,606,274     $ 8,445,149     $ 391,957     $ 537,480     $ 1,011.85     $ 127.31     $ 16,831     $ 29,257  

2022

  $ 2,446,200     $ 3,379,700     $ 511,431     $ 557,152     $ 429.97     $ 113.00     $ 20,889     $ 31,114  

2021

  $ 1,059,736     $ 2,052,236     $ 578,066     $ 603,316     $ 248.08     $ 124.54     $ 10,989     $ 12,463  

 

1. Bradley S. Vizi was our PEO for each year presented. The individuals constituting the Non-PEO NEOs for each year presented are listed below.

 

2021

2022

2023

Kevin D. Miller

Kevin D. Miller

Kevin D. Miller

Michael Saks

Michael Saks

Michael Saks

 

Frank Petraglia

 

 

2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

 

 

   
PEO Total Compensation Amount $ 3,606,274 $ 2,446,200 $ 1,059,736
PEO Actually Paid Compensation Amount $ 8,445,149 3,379,700 2,052,236
Adjustment To PEO Compensation, Footnote

 

3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

 

Year

 

Summary

Compensation

Table Total

for PEO
($)

 

Exclusion

of Change

in Pension

Value for PEO
($)

 

Exclusion

of Stock

Awards

for PEO
($)

 

Inclusion of

Pension Service

Cost for PEO
($)

 

Inclusion of

Equity Values

for PEO
($)

   

Compensation

Actually Paid to

PEO
($)

 

2023

  $ 3,606,274       $ (678,750 )     $ 7,963,875     $ 8,445,149  

2022

  $ 2,446,200       $ (1,964,750 )     $ 2,898,250     $ 3,379,700  

2021

  $ 1,059,736       $ (678,750 )     $ 1,671,250     $ 2,052,236  

 

 

Year

 

Average

Summary

Compensation

Table Total

for Non-PEO

NEOs
($)

 

Average

Exclusion of

Change in

Pension Value

for Non-PEO

NEOs
($)

 

Average

Exclusion of

Stock Awards

for Non-PEO

NEOs
($)

 

Average

Inclusion of

Pension Service

Cost for Non-

PEO NEOs
($)

 

Average

Inclusion of

Equity Values

for Non-PEO

NEOs
($)

   

Average

Compensation

Actually Paid to

Non-PEO NEOs
($)

 

2023

  $ 391,957       $ (37,507 )     $ 183,029     $ 537,480  

2022

  $ 511,431       $ (23,633 )     $ 69,333     $ 557,152  

2021

  $ 578,066                 $ 25,250     $ 603,316  

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End

Fair Value of

Equity

Awards

Granted

During Year

That

Remained

Unvested as

of Last Day

of Year for

PEO
($)

   

Change in Fair

Value from

Last Day of

Prior Year to

Last Day of

Year of

Unvested

Equity Awards

for PEO
($)

   

Vesting-Date

Fair Value of

Equity

Awards

Granted

During Year

that Vested

During Year

for PEO
($)

   

Change in

Fair Value

from Last

Day of Prior

Year to

Vesting Date

of Unvested

Equity

Awards that

Vested

During Year

for PEO
($)

 

Fair Value at

Last Day of

Prior Year of

Equity

Awards

Forfeited

During Year

for PEO
($)

Value of

Dividends or

Other Earnings

Paid on Equity

Awards Not

Otherwise

Included for

PEO
($)

 

Total -

Inclusion of
Equity

Values for

PEO
($)

 

2023

  $ 7,260,000     $ 640,375             $ 63,500         $ 7,963,875  

2022

  $ 2,776,500     $ 261,000             $ (138,250 )       $ 2,898,250  

2021

  $ 890,000     $ 505,000     $ 271,250     $ 5,000         $ 1,671,250  

 

Year

 

Average Year-

End Fair Value

of Equity

Awards

Granted During

Year That

Remained

Unvested as of

Last Day of

Year for Non-

PEO NEOs
($)

   

Average Change

in Fair Value

from Last Day

of Prior Year to

Last Day of

Year of

Unvested Equity

Awards for

Non-PEO NEOs
($)

 

Average

Vesting-Date

Fair Value of

Equity Awards

Granted During

Year that

Vested During

Year for Non-

PEO NEOs
($)

 

Average Change

in Fair Value

from Last Day of

Prior Year to

Vesting Date of

Unvested Equity

Awards that

Vested During

Year for Non-

PEO NEOs
($)

 

Average Fair

Value at Last

Day of Prior

Year of Equity

Awards

Forfeited

During Year for

Non-PEO NEOs
($)

Average Value

of Dividends

or Other

Earnings Paid

on Equity

Awards Not

Otherwise

Included for

Non-PEO

NEOs
($)

 

Total -

Average

Inclusion of
Equity Values

for Non-PEO

NEOs
($)

 

2023

  $ 60,679     $ 83,500       $ 38,850         $ 183,029  

2022

  $ 41,133     $ 17,400       $ 10,800         $ 69,333  

2021

          $ 25,250                   $ 25,250  

 

4. The Peer Group TSR set forth in this table utilizes the S&P Americas SmallCap Commercial and Professional Services Index. The comparison assumes $100 was invested for the period starting December 31, 2018, through the end of the listed year in the Company and in the S&P Americas SmallCap Commercial and Professional Services Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

 

5. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. While we also determined this performance measure to have been the most important financial performance measure for years 2022 and 2021, we may determine a different financial performance measure to be the most important financial performance measure in future years. We note that the amounts of Adjusted EBITDA reflected here for 2022 and 2021 differ slightly from the amounts set forth in our 2023 proxy statement to reflect modifications made during 2024 to our calculation of Adjusted EBITDA, as disclosed in our periodic reports filed with the Commission during 2024.

 

 

   
Non-PEO NEO Average Total Compensation Amount $ 391,957 511,431 578,066
Non-PEO NEO Average Compensation Actually Paid Amount $ 537,480 557,152 603,316
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (TSR)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

capvcomp.jpg

 

 

   
Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Net Income

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

 

capvnet.jpg

 

 

   
Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years.

 

capebitda.jpg

 

 

   
Total Shareholder Return Vs Peer Group

Description of Relationship Between Company TSR and Peer Group TSR

 

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P Americas SmallCap Commercial and Professional Services Index over the same period.

 

capvpeer.jpg

 

 

   
Tabular List, Table

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

 

Net Income

Adjusted EBITDA

 

 

   
Total Shareholder Return Amount $ 1,011.85 429.97 248.08
Peer Group Total Shareholder Return Amount 127.31 113 124.54
Net Income (Loss) $ 16,831,000,000 $ 20,889,000,000 $ 10,989,000,000
Company Selected Measure Amount 29,257 31,114 12,463
Measure:: 1      
Pay vs Performance Disclosure      
Name Net Income    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 7,963,875 $ 2,898,250 $ 1,671,250
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (678,750) (1,964,750) (678,750)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,260,000 2,776,500 890,000
PEO | 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 640,375 261,000 505,000
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     271,250
PEO | 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 63,500 (138,250) 5,000
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 183,029 69,333 25,250
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 (37,507) (23,633)  
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 60,679 41,133  
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 83,500 17,400 $ 25,250
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 $ 38,850 $ 10,800