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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 28, 2022
Feb. 28, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

The disclosures have been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K of the Exchange Act (“Item 402(v)”) and provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO NEOs (collectively, the “Other NEO’s”) as presented in the Summary Compensation Table on page 35, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures. The below tables and disclosures do not necessarily reflect value actually realized by the NEO’s or how the Compensation Committee evaluates compensation decisions in light of the Company’s performance or individual performance. For further information concerning the Company’s pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with Company performance, refer to the section titled “Compensation Discussion and Analysis.”

 

The table below presents information on the compensation of our PEO and our other NEO’s in comparison to certain performance metrics for Fiscal Year 2024, Fiscal Year 2023, Fiscal Year 2022, and Fiscal Year 2021. Net Income (Loss) is a metric used by the Compensation Committee when setting executive compensation, although it is not the only metric used. The use of the term “compensation actually paid” is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Fixed $100 Investment Based On:

 

 

 

 

 

 

 

Year

 

Summary Compensation Table Total for PEO (1)

 

 

Compensation Actually Paid to PEO (2)

 

 

Average Summary Compensation Table Total for Non-PEO NEO's (3)

 

 

Average Compensation Actually Paid for Non-PEO NEO's (4)

 

 

Total Shareholder Return ("TSR") (5)

 

 

Peer Group Total Shareholder Return (6)

 

 

Net (Loss) Income Attributable to VOXX International Corporation (In Thousands) (7)

 

 

Adjusted EBITDA (In Thousands) (8)

 

2024

 

$

1,291,672

 

 

$

1,364,922

 

 

$

443,461

 

 

$

324,288

 

 

$

170.00

 

 

$

173.31

 

 

$

(40,850

)

 

$

(3,397

)

2023

 

 

1,027,332

 

 

 

871,774

 

 

 

702,173

 

 

 

746,344

 

 

 

228.60

 

 

 

155.38

 

 

 

(27,451

)

 

 

9,720

 

2022

 

 

1,726,147

 

 

 

248,517

 

 

 

955,537

 

 

 

429,190

 

 

 

214.60

 

 

 

166.03

 

 

 

(22,333

)

 

 

39,946

 

2021

 

 

1,867,791

 

 

 

10,916,955

 

 

 

1,047,369

 

 

 

1,938,590

 

 

 

414.60

 

 

 

148.27

 

 

 

26,767

 

 

 

48,086

 

 

(1) Mr. Lavelle was our PEO for all years shown. The amounts reported are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year.

 

(2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable years. In accordance with Item 402(v) of Regulation S-K, below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to arrive at compensation actually paid to our PEO during each year shown:

 

PEO

 

2024

 

 

2023

 

 

2022

 

 

2021

 

Summary compensation table (SCT) total for CEO

 

$

1,291,672

 

 

$

1,027,332

 

 

$

1,726,147

 

 

$

1,867,791

 

+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end

 

 

6,373

 

 

 

-

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end

 

 

66,877

 

 

 

14,940

 

 

 

(902,630

)

 

 

8,761,249

 

+ vesting date fair value of equity awards granted and vested in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

-

 

 

 

(170,498

)

 

 

(575,000

)

 

 

287,915

 

- fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ dividends or other earnings paid during applicable fiscal year prior to vesting date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ excess fair value for equity award modifications

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Compensation Actually Paid to PEO

 

$

1,364,922

 

 

$

871,774

 

 

$

248,517

 

 

$

10,916,955

 

 

 

(3) The amounts reported represent the average of the amounts reported for the Company’s NEO’s as a group (excluding our PEO), in the “Total” column of the Summary Compensation Table in each applicable year. For Fiscal Year 2024, the Company’s non-PEO NEO’s were Charles M. Stoehr, Loriann Shelton, Ian Geise, T. Paul Jacobs, and John J. Shalam. For Fiscal Years 2021, 2022, and 2023, the Company’s non-PEO NEO’s were Charles M. Stoehr, Loriann Shelton, Oscar Bernardo, T. Paul Jacobs, and John J. Shalam.

 

(4) The amounts reported represent the average “compensation actually paid” to the NEO’s other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEO’s as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

 

Non-PEO NEO's

 

2024

 

 

2023

 

 

2022

 

 

2021

 

Summary compensation table (SCT) total for Non-PEO NEO's

 

$

443,461

 

 

$

702,173

 

 

$

955,537

 

 

$

1,047,369

 

+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end

 

 

(3,877

)

 

 

22,309

 

 

 

(23,919

)

 

 

102,961

 

-/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end

 

 

(74,253

)

 

 

21,312

 

 

 

(256,646

)

 

 

738,065

 

+ vesting date fair value of equity awards granted and vested in the covered year

 

 

-

 

 

 

105

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

(41,043

)

 

 

445

 

 

 

(245,782

)

 

 

50,195

 

- fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ dividends or other earnings paid during applicable fiscal year prior to vesting date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ excess fair value for equity award modifications

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Compensation Actually Paid to Non-PEO NEO's

 

$

324,288

 

 

$

746,344

 

 

$

429,190

 

 

$

1,938,590

 

 

(5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and at the beginning of the measurement period by the Company’s share price at the beginning of the measurement period, calculated in accordance with Item 201(e) of Regulation S-K. The Company did not pay any dividends during the last four fiscal years.

 

(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose consists of the following companies within the Standard Industrial Classification Code 5065 - Electronic Parts and Equipment, Not Elsewhere Classified: Arrow Electronics Inc., Avnet Inc., Eaco Corp., First America Resources Corp., Ituran Location and Control Ltd., Richardson Electronics Ltd., Simply Inc., Taitron Components Inc., TE Connectivity Ltd., and Universal Security Instruments Inc.

 

(7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

 

(8) The Company’s Selected Measure is Adjusted EBITDA. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider Adjusted EBITDA, which is one of the measures used to determine annual cash incentive compensation for our PEO and certain NEO’s, to be the most important performance measure used by the Company to link compensation actually paid to the PEO and NEO’s for Fiscal Years 2021 through 2024 to Company performance. For a reconciliation of Adjusted EBITDA to net (loss) income please see the discussion of reconciling items below under “Tabular List of Performance Measures.”

      
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote

(1) Mr. Lavelle was our PEO for all years shown. The amounts reported are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year.

(3) The amounts reported represent the average of the amounts reported for the Company’s NEO’s as a group (excluding our PEO), in the “Total” column of the Summary Compensation Table in each applicable year. For Fiscal Year 2024, the Company’s non-PEO NEO’s were Charles M. Stoehr, Loriann Shelton, Ian Geise, T. Paul Jacobs, and John J. Shalam. For Fiscal Years 2021, 2022, and 2023, the Company’s non-PEO NEO’s were Charles M. Stoehr, Loriann Shelton, Oscar Bernardo, T. Paul Jacobs, and John J. Shalam.

      
Peer Group Issuers, Footnote

(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose consists of the following companies within the Standard Industrial Classification Code 5065 - Electronic Parts and Equipment, Not Elsewhere Classified: Arrow Electronics Inc., Avnet Inc., Eaco Corp., First America Resources Corp., Ituran Location and Control Ltd., Richardson Electronics Ltd., Simply Inc., Taitron Components Inc., TE Connectivity Ltd., and Universal Security Instruments Inc.

      
PEO Total Compensation Amount $ 1,291,672 $ 1,027,332 $ 1,726,147 $ 1,867,791
PEO Actually Paid Compensation Amount $ 1,364,922 871,774 248,517 10,916,955
Adjustment To PEO Compensation, Footnote

(2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable years. In accordance with Item 402(v) of Regulation S-K, below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to arrive at compensation actually paid to our PEO during each year shown:

 

PEO

 

2024

 

 

2023

 

 

2022

 

 

2021

 

Summary compensation table (SCT) total for CEO

 

$

1,291,672

 

 

$

1,027,332

 

 

$

1,726,147

 

 

$

1,867,791

 

+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end

 

 

6,373

 

 

 

-

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end

 

 

66,877

 

 

 

14,940

 

 

 

(902,630

)

 

 

8,761,249

 

+ vesting date fair value of equity awards granted and vested in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

-

 

 

 

(170,498

)

 

 

(575,000

)

 

 

287,915

 

- fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ dividends or other earnings paid during applicable fiscal year prior to vesting date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ excess fair value for equity award modifications

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Compensation Actually Paid to PEO

 

$

1,364,922

 

 

$

871,774

 

 

$

248,517

 

 

$

10,916,955

 

 

      
Non-PEO NEO Average Total Compensation Amount $ 443,461 702,173 955,537 1,047,369
Non-PEO NEO Average Compensation Actually Paid Amount $ 324,288 746,344 429,190 1,938,590
Adjustment to Non-PEO NEO Compensation Footnote

(4) The amounts reported represent the average “compensation actually paid” to the NEO’s other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEO’s as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

 

Non-PEO NEO's

 

2024

 

 

2023

 

 

2022

 

 

2021

 

Summary compensation table (SCT) total for Non-PEO NEO's

 

$

443,461

 

 

$

702,173

 

 

$

955,537

 

 

$

1,047,369

 

+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end

 

 

(3,877

)

 

 

22,309

 

 

 

(23,919

)

 

 

102,961

 

-/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end

 

 

(74,253

)

 

 

21,312

 

 

 

(256,646

)

 

 

738,065

 

+ vesting date fair value of equity awards granted and vested in the covered year

 

 

-

 

 

 

105

 

 

 

-

 

 

 

-

 

-/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

(41,043

)

 

 

445

 

 

 

(245,782

)

 

 

50,195

 

- fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ dividends or other earnings paid during applicable fiscal year prior to vesting date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

+ excess fair value for equity award modifications

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Compensation Actually Paid to Non-PEO NEO's

 

$

324,288

 

 

$

746,344

 

 

$

429,190

 

 

$

1,938,590

 
     
Compensation Actually Paid vs. Net Income

Compensation Actually Paid Versus Net Income (Loss)

 

The graph below reflects the relationship between the PEO and the average Non-PEO NEO’s compensation actually paid and the Company’s net income (loss) for the fiscal years ended February 28, 2021, February 28, 2022, February 28, 2023, and February 29, 2024.

      
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid Versus Adjusted EBITDA

 

The graph below reflects the relationship between the PEO and the average Non-PEO NEO’s compensation actually paid and the Company’s Adjusted EBITDA for the fiscal years ended February 28, 2021, February 28, 2022, February 28, 2023, and February 29, 2024.

 

img25141088_3.jpg 

      
Total Shareholder Return Vs Peer Group

Compensation Actually Paid Versus Company TSR and Peer Group TSR

 

The graph below reflects the relationship between the PEO and the average Non-PEO NEO’s compensation actually paid and both the Company’s cumulative TSR and peer group TSR (assuming an initial fixed investment of $100 for the fiscal years ended February 28, 2021, February 28, 2022, February 28, 2023, and February 29, 2024). TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. The Company did not pay any dividends during the last four fiscal years.

 

img25141088_1.jpg 

      
Tabular List, Table

As required by the SEC rules, the Company has determined the following as its most important measures used to link compensation actually paid to our PEO and non-PEO NEO’s to Company performance for Fiscal 2024, which are the only financial performance measures used to link compensation actually paid to Company performance for Fiscal 2024.

 

Net Income

Adjusted EBITDA

Applicable subsidiary EBITDA
     
Total Shareholder Return Amount $ 170 228.6 214.6 414.6
Peer Group Total Shareholder Return Amount 173.31 155.38 166.03 148.27
Net Income (Loss) $ (40,850,000) $ (27,451,000) $ 22,333,000 $ 26,767,000
Company Selected Measure Amount 3,397,000 9,720,000 39,946,000 48,086,000
PEO Name Mr. Lavelle Mr. Lavelle Mr. Lavelle Mr. Lavelle
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Applicable subsidiary EBITDA      
PEO | + Year-End Fair Value of Equity Awards Granted in the Covered Year That Were Outstanding and Unvested as of the Covered Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 6,373      
PEO | -/+ Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Are Outstanding and Unvested as of the Covered Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 66,877 $ 14,940 $ (902,630) $ 8,761,249
PEO | -/+ Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (170,498) (575,000) 287,915
Non-PEO NEO | + Year-End Fair Value of Equity Awards Granted in the Covered Year That Were Outstanding and Unvested as of the Covered Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,877) 22,309 (23,919) 102,961
Non-PEO NEO | -/+ Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Are Outstanding and Unvested as of the Covered Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (74,253) 21,312 (256,646) 738,065
Non-PEO NEO | + Vesting Date Fair Value of Equity Awards Granted and Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   105    
Non-PEO NEO | -/+ Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (41,043) $ 445 $ (245,782) $ 50,195