1.

Election of a board of seven directors for one-year terms;

2.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023;

3.

Advisory approval of the compensation paid to the Company’s named executive officers in 2022; and

4.

Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers.

•

each person who has reported beneficial ownership of more than 5% of the Company’s common stock;

•

each current director and nominee for director;

•

each Named Executive Officer (“NEO”) included in the Summary Compensation Table on page 39; and

•

all directors and executive officers as a group.

*

Less than 1% of the Company’s common stock outstanding on March 23, 2023.

(a)

This column shows the number of shares with respect to which the named person or group had direct or indirect sole or shared voting or investment power. Unless otherwise noted in the footnotes, each director and NEO has sole voting and investment power with respect to their shares. The column also includes the shares allocated to accounts in the 401(k) plan maintained by the Company (11,408 for Mr. Kasel, 0 for Mr. Thalman, 0 for Mr. Guinee, 531 for Mr. Kelly, 1,531 for Mr. Lippard, and 7,879 for all directors and other executive officers as a group). Mr. Jungé’s holdings include 14,713 shares held in trust. As of May 2017, all Directors were permitted to elect to receive their quarterly cash fees and annual stock award in deferred stock units that would vest six months after their date of separation from the Board. The shareholdings reflected in this column do not include any deferred stock units, which may not be settled for shares of common stock until six months after termination of service from the Board and confer no voting or other shareholder rights upon the director. The deferred stock unit holdings are as follows: Mr. Jungé 18,433 deferred units.

(b)

For Directors and Executive Officers, the percentages in this column are based on the assumption that any shares which the named person has the right to acquire within 60 days after the Record Date have been acquired and are outstanding.

(c)

Based on shares of the Company’s common stock outstanding on March 23, 2023.

(d)

The information is based on a Schedule 13D/A filed jointly by GGCP Inc, Teton Advisors, LLC, Gabelli Funds, LLC, GAMCO Investors, Inc., Associated Capital Group, Inc., GAMCO Asset Management Inc., and Mario J. Gabelli (collectively, “GAMCO Investors, Inc.”) with the SEC on February 17, 2023, reporting beneficial ownership as of February 16, 2023. Gabelli Funds, LLC reported sole voting power with respect to 148,771 shares, sole dispositive power with respect to 148,771 shares, shared voting power with respect to 0 shares, and shared dispositive power with respect to 0 shares. GAMCO Asset Management Inc., reported sole voting power with respect to 806,070 shares, sole dispositive power with respect to 810,070 shares, shared voting power with respect to 0 shares, and shared dispositive power with

(e)

The information is based on Amendment No. 1 to the Schedule 13D filed jointly by 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English, Bryson O. Hirai-Hadley, and Alexander B. Jones (each a “22NW Investor” and collectively, “22NW”), on April 7, 2023 and reporting beneficial ownership as of such same date. Each of 22NW, Fund, LP 22NW, LP, 22NW Fund GP, LLC and 22NW GP, Inc. reported that it has sole voting power with respect to 1,023,235 shares, sole dispositive power with respect to 1,023,235 shares, shared voting power with respect to 0 shares and shared dispositive power with respect to 0 shares. Aron R. English reported that he has sole voting power with respect to 1,024,140 shares, sole dispositive power with respect to 1,024,140 shares, shared voting power with respect to 0 shares, and shared dispositive power with respect to 0 shares. Bryson O. Hirai-Hadley reported that he has sole voting power with respect to 991 shares, sole dispositive power with respect to 991 shares, shared voting power with respect to 0 shares, and shared dispositive power with respect to 0 shares. Alexander B. Jones reported that he has sole voting power with respect to 1,075 shares, sole dispositive power with respect to 1,075 shares, shared voting power with respect to 0 shares, and shared dispositive power with respect to 0 shares. The address of the principal office of each of the Reporting Persons is 1455 NW Leary Way, Suite 400, Seattle, WA, 98107. On April 6, 2023, each of the 22NW Investors entered into the Cooperation Agreement with the Company. Among other matters, the Cooperation Agreement requires each of the 22NW Investors, during the pendency of the Standstill Period defined therein, to take certain actions, including to vote, or cause to be voted, all shares of common stock beneficially owned by each of the 22NW Investors in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) each of the shareholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for shareholder approval by the Board, subject to certain exceptions contained therein. Additionally, subject to the terms and limitations of the Cooperation Agreement, the Company has agreed to appoint Mr. Alexander B. Jones to serve as a non-voting observer to the Board and its committees. For additional information regarding the Cooperation Agreement, see “Cooperation Agreement with 22NW Fund, LP et. al” in the “Corporate Governance” section.

(f)

The information is based on a Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 10, 2023, reporting beneficial ownership as of December 30, 2022. Dimensional Fund Advisors LP reported that it has sole voting power with respect to 667,156 shares, sole dispositive power with respect to 682,881 shares, and shared voting or dispositive power with respect to 0 shares. 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-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 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 Company that are owned by the Funds and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. The address for the reporting person is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(g)

The information is based on a Schedule 13G filed jointly by Brandes Investment Partners, L.P., CO-GP, LLC, Brandes Worldwide Holdings, L.P., and Glenn Carlson with the SEC on February 13, 2023, reporting beneficial ownership as of December 31, 2022. Brandes Investment Partners, L.P. reported that it has sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 316,879 shares, and shared dispositive power with respect to 678,603 shares. CO-GP, LLC reported that it has sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 316,879 shares, and shared dispositive power with respect to 678,603 shares. Brandes Worldwide Holdings, L.P. reported that it has sole sole voting power respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 316,879 shares, and shared dispositive power with respect to 678,603 shares. Glenn Carlson has sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 316,879 shares, and shared dispositive power with respect to 678,603 shares. Brandes Investment Partners, L.P. is an investment adviser registered under the Investment Advisors Act of 1940. The address for the reporting person is 4275 Executive Square, 5^th Floor, LaJolla, CA 92037.

(h)

The information is based on a Schedule 13G filed by The Vanguard Group with the SEC on February 9, 2023, reporting beneficial ownership as of December 30, 2022. The Vanguard Group reported that is has sole voting power with respect to 0 shares, sole dispositive power with respect to 577,984 shares, shared voting power with respect to 0 shares, and shared dispositive power with respect to 4,481 shares. The address for the reporting person is 100 Vanguard Boulevard, Malvern, PA 19355.

*

Ms. Lee is not included in the table because she did not serve on the Board during calendar year 2022. In the case of Messrs. Foster, Purgason, Rackoff, and Vizi, and Ms. Rowland, the fees included in the table reflect their respective periods of service on the Board during calendar year 2022.

1

On February 22, 2018, the Board approved an annual cash retainer fee of $60,000 for each non-employee director, and the following additional annual director retainer fees: Chairman of the Board, $60,000; Chair of Compensation Committee, $12,500; Chair of Audit Committee, $10,000; and Chair of Nomination and Governance Committee, $6,000. This compensation was initially adjusted in February 2020, but after consideration of the potential impact of the COVID-19 pandemic on the Company’s operations, the cash retainer increase was rescinded in March 2020 and cash compensation remained unchanged in 2020, 2021, and 2022. In 2022, the Board established a select ad hoc Corporate Responsibility Committee but its members received no additional cash or equity compensation for service thereon.

2

On May 1, 2017, the Board approved the Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), which permits participants to elect to defer receipt of their cash and/or equity compensation to a date that is six months after separation from the Board. Since February 25, 2016, non-employee directors have been permitted to make discretionary elections to receive annual cash retainer fees in fully-vested shares of common stock on a quarterly basis or in quarterly installments of cash. Under the Director Deferred Compensation Plan, in lieu of receiving cash fees on a quarterly basis, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual cash retainer fees in the form of either (i) fully-vested common stock, (ii) deferred stock units, or (iii) deferred cash. The cash retainer is divided by four and either (i) with respect to fully-vested common stock, issued on each quarterly payment date, with the number of shares determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock; (ii) with respect to deferred stock units, determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock and crediting that number of units to the director’s deferred stock account; or (iii) credited to a deferred cash account with interest calculated at the U.S. Prime Rate. Commencing on the date of the May 2017 Annual Meeting of Shareholders, Messrs. Foster, Jungé, and Vizi elected to receive their cash retainer in deferred stock units and the remaining directors elected to receive their cash retainers in cash. Commencing on the dates of the 2018, 2019, 2020, 2021, and 2022 Annual Meetings of Shareholders, all directors elected to receive their cash retainers in cash. The amounts of retainer fees paid in cash, fully-vested stock, and deferred stock units in 2022 are as follows: Mr. Betler received $94,780 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Foster received $50,769 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Jungé received $60,000 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Kunz received $37,022 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Ms. Owen received $70,000 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Purgason received $70,258 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Rackoff received $50,000 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Ms. Rowland received $66,000 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Thompson received $34,780 in cash, $0 in fully-vested stock, and $0 in deferred stock units and Mr. Vizi received $25,385 in cash, $0 in fully-vested stock, and $0 in deferred stock units. No director elected to defer cash fees into a deferred cash account.

3

On June 2, 2022, each non-employee director serving at that time was awarded an amount of shares of the Company’s common stock equal to $75,000 divided by the closing price per share of the Company’s common stock on the Nasdaq Stock Market on that date, with such shares vesting on the one-year anniversary of the grant date. As with the annual cash retainer fees, under the Director Deferred Compensation Plan, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual stock award in the form of deferred stock units which would not be settled until six months after the respective director’s separation from the Board, subject to the one-year vesting schedule established at grant. In 2022, Ms. Rowland, elected to receive her annual stock award, which amounted to 5,730 shares, in deferred stock units. Ms. Owen, and Messrs. Betler, Jungé, Kunz, Purgason, Rackoff, and Thompson received awards of 5,730 shares on the grant date which are only subject to the one-year vesting period. The stock awards are reflected in the “Stock Awards” column of the table and computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of estimated forfeitures). As of December 31, 2022, non-employee directors had unvested stock awards as follows: Mr. Betler: 5,730 shares; Mr. Foster: 0 shares; Mr. Jungé: 5,730 shares; Mr. Kunz: 5,730 shares; Ms. Owen: 5,730 shares; Mr. Purgason: 0 shares; Mr. Rackoff: 0 shares; Ms. Rowland: 5,730 deferred stock units; Mr. Thompson: 5,730 shares; and Mr. Vizi: 0 shares. For a discussion of valuation assumptions, see Note 15 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

•

Minimize discharges to the air, water, and land;

•

Promote environmentally sound management of chemicals and all wastes;

•

Reduce or eliminate waste through prevention, reduction, recycling, and reuse;

•

Improve energy efficiency and reduce our greenhouse gas emissions;

•

Practice water conservation; and

•

Reduce impacts to ecosystems by promoting the sourcing of recovered, rapidly renewable, regional, bio-based, and/or environmentally preferable materials.

•

Talent Acquisition and Onboarding: The process of finding and hiring the best-qualified candidate (from within or outside of the organization) for a job opening, in a timely and cost-effective manner. The recruitment process includes analyzing the requirements of a job, meeting with hiring management to determine the appropriate qualifications and experience for the position, attracting qualified candidates to that job, providing opportunities to advance diversity in the workforce, screening and selecting applicants, hiring, and ultimately integrating the new employee to the organization. The Company has also instituted a learning management platform through LBF University that includes orientation curricula in addition to information regarding Company history, values, and key functional areas across the organization.

•

Development Planning: The proactive planning and implementation of action steps towards our employees’ career goals. Developmental experiences can consist of training, developing, mentoring, and coaching. The Company also encourages employee participation in key industry associations to enhance professional development.

•

Succession Planning: A process for identifying and developing employees with the potential to fill key business leadership positions within the Company are key to future success. Succession planning increases the availability of experienced and capable employees that are prepared to assume these critical roles as they become available. The Board participates in the process of identifying and developing talent to address future leadership needs of the Company.

•

Performance Management: An ongoing process of communication between a supervisor and an employee that occurs throughout the year, in support of accomplishing the strategic objectives of the organization, including identifying and addressing any gaps between performance and the Company’s core values.

•

Compensation philosophy that targets salaries and incentives at the market median;

•

The use of a capital-based performance metric, Return on Invested Capital (“ROIC”), which holds executives accountable for the efficient use of Company capital;

•

Short-term and long-term performance-based incentive awards that are capped;

•

Long-term equity incentives allocated to two separate vehicles (restricted stock and performance share units) with a performance or time vesting period of at least three years in length;

•

The use of a mix of performance metrics in our annual and long-term incentive programs, including Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), Gross Margin Percentage, and ROIC;

•

Anti-hedging and anti-pledging policies;

•

Stock Ownership Policy; and

•

Incentive Compensation Recoupment (“clawback”) Policy.

•

Timely written notice to the Corporate Secretary of the Company. The deadlines for providing notice to the Company of a proposed director nomination at our next Annual Meeting are set forth in the Company’s Bylaws and summarized in “Additional Information.”

•

The notice provided to the Corporate Secretary must include all information relating to a director nominee that would be required to be disclosed in a proxy statement or other filings, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

•

The notice provided to the Corporate Secretary must include a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the shareholder proponent and the beneficial owner, if any, on whose behalf the nomination is made, and each proposed nominee.

•

The notice provided to the Corporate Secretary must include a completed and signed questionnaire, representation, and agreement as provided in Section 2.05(C) of the Company’s Bylaws.

•

Such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

•

Facilitates the attraction and retention of talented and qualified executives; and

•

Seeks to align executive compensation with Company performance by rewarding initiative and positive financial and operating results, while being mindful of the current business climate. (For each financial measure, we include a footnote that provides an explanation of how such measure is calculated at the end of the CD&A.)

☑

Committee Independence. The Committee consists of independent directors and reserves time at each meeting to meet in executive session without management present.

☑

Independent Compensation Consultant. The Committee has engaged its own independent compensation consultant (Pay Governance) and annually assesses the consultant’s performance, fees, and independence, including whether any type of conflict of interest exists.

☑

Goal Setting and Performance Evaluation for CEO and Other NEOs. The Committee, with the input of the full Board, engages in formal goal setting and performance evaluation processes for both the CEO and other NEOs. The CEO participates in this process with respect to other NEOs.

☑

Peer Group. After considering the input of the compensation consultant, the Committee has established formal selection criteria for its comparator peer group companies listed on page 27 (the “Comparator Group”) and annually evaluates the composition of the Comparator Group to ensure the appropriateness of its component companies.

☑

Pay for Performance. Our metrics are reviewed and selected by the Committee from a list of possible metrics authorized by the shareholder-approved equity plans and the Executive Annual Incentive Compensation Plan (the “Annual Plan”).

☑

Tally Sheets. In order to make well informed compensation decisions, the Committee reviews tally sheets that include an executive’s current and historical compensation amounts, stock ownership, and retirement amounts, as well as amounts owed by the Company upon various termination scenarios.

☑

Double Trigger Change-In-Control. We provide double trigger change-in-control protection to our executive officers, which means they may be entitled to severance of up to one or two times base salary and bonus only in the event of both a change-in-control of the Company and a qualifying employment termination (“double trigger”). Restricted stock awards also provide for double trigger change-in-control vesting.

☑

Share Ownership Guidelines. We maintain rigorous share ownership guidelines, which are applicable to all executives and non-employee directors.

☑

Clawback Policy. We have an executive recoupment policy that applies to our incentive arrangements in the event that our financial statements are restated due to material non-compliance with financial reporting requirements and the Committee determines that an incentive award recipient is culpable for such restatement.

☑

Risk Mitigation. We mitigate undue risks associated with compensation through the use of caps on potential incentive payments; maintaining clawback provisions, anti-hedging, anti-pledging, and stock ownership policies and guidelines; retention provisions in equity grants; and multiple performance metrics that focus on profitability and capital efficiency.

☑

Annual Say on Pay Vote. Our NEO compensation program is presented to shareholders for an advisory vote on an annual basis.

☒

Executive Employment Agreements. We do not, as a standard practice, provide executives with employment agreements and currently do not have any in place with the exception of one agreement with an officer located in the United Kingdom whose employment agreement pre-dates his promotion to an executive role.

☒

Dividend Equivalents on Unearned Performance Share Unit Awards. We do not provide dividends or dividend equivalents on unearned performance share unit (“PSU”) awards.

☒

Tax Gross-Ups on Perquisites or Severance. We do not provide any tax gross-up payments to cover personal income taxes on perquisites or severance benefits related to a change-in-control.

☒

Hedging and Pledging. We do not permit hedging or pledging transactions in the Company’s stock, pursuant to our Insider Trading Policy.

•

Base salaries, which represent competitive fixed compensation and reflect the executive’s experience, responsibilities, and expertise.

•

Short-term cash incentive awards, issued pursuant to the Annual Plan in which payment is contingent on meeting annual financial performance goals that align with an executive’s responsibilities. The Committee authorized the 2022 Annual Plan (the “2022 Annual Plan”). The performance criteria used for the 2022 Annual Plan were:

○

○

•

The 2022 Annual Plan was also subject to a +/- 20% modifier based on the Compensation Committee’s assessment of progress toward achieving the Company’s Strategic Plan announced in November 2021, which is focused on driving growth in the business and improving profitability.

•

Long-term incentive awards are heavily weighted toward performance, with 66% of the target long-term incentive opportunity granted in the form of PSUs that are paid, if earned, based on the achievement of pre-determined corporate level performance goals over a three-year period, and 34% of the target long-term incentive opportunity granted in the form of time-vested restricted stock, which vests ratably in one-third installments over a three-year period from grant. From time to time, the Company may approve additional retention or incentive awards. In 2022, the Company approved a special Strategy Transformation Plan and awards to certain officers, which are described below.

•

The performance goals used for the 2022 PSU awards were two equally-weighted metrics of 2022-2024 Average Return on Invested Capital (“ROIC”)⁽³⁾ and 2022-2024 Adjusted EBITDA⁽¹⁾. Each year is measured annually with targets set at the beginning of the three-year period in a manner that requires growth in Company profitability over the three-year period.

•

The 2022 Annual Plan and the 2022 PSUs provide the Committee with the discretion to recoup previously paid awards from individuals whose actions were deemed to have resulted in a restatement or adjustment to the Company’s financial results.

•

The Company maintains a Key Employee Separation Plan (the “Separation Plan”) that provides officers with severance in the event of both a change-in-control and qualifying employment termination. The Separation Plan does not contain any single trigger payments or tax gross-ups, and severance is capped at one or two times base salary and bonus, depending on the executive.

1.

Summary of 2022 Compensation Arrangements, which provides a brief summary of how the Company determines executive compensation for the NEOs;

2.

Overview of Compensation Framework, which reviews in greater detail overall considerations in determining executive pay, as well as the key elements of 2022 executive compensation at the Company; and

3.

Other Compensation Practices, which apply to our NEOs’ other compensatory arrangements.

•

Revenues and assets ranging from approximately one-half to double those of the Company;

•

Market capitalization of less than $1.5 billion at the time of review by the Committee;

•

Generally less than 4,000 employees;

•

Lower gross margins and higher asset turnovers, likely indicating a distribution business element; and

•

Industry sector generally composed of materials and industrial companies.

•

Fixed cash base salary earned in 2022 as disclosed in the Summary Compensation Table on page 39.

•

Annual and long-term incentive percentages are calculated based on salary disclosed in the Summary Compensation Table on page 39, with the annual and long-term incentives reflected at target.

•

2022 Corporate and Operating Unit Adjusted EBITDA⁽¹⁾

•

2022 Corporate and Operating Unit Gross Margin as a Percentage of Sales⁽²⁾

•

The 2022 Annual Plan was also subject to a +/- 20% modifier based on the Compensation Committee’s assessment of progress toward achieving the Company’s Strategic Plan, as described in Compensation Elements above.

*

Targets are adjusted for the divestiture of the Track Components business in August 2022 and excludes acquisitions.

*

With respect to the two remaining (2023 and 2024) annual tranches, the ROIC targets are confidential and will be disclosed after the end of each applicable annual performance period.

*

With respect to the two remaining (2023 and 2024) annual tranches, the Adjusted EBITDA targets are confidential and will be disclosed after the end of each applicable annual performance period.

*

With respect to the EBITDA Margin, the dollar targets are confidential and will be disclosed after the end of the performance period.

1.

2022 Adjusted EBITDA: shall mean with respect to the Company, (a) income from continuing operations; (b) plus income tax expense; (c) plus interest expense; (d) minus interest income; (e) plus depreciation expense; (f) plus amortization expense; (g) plus or minus approved adjustments.

2.

2022 Gross Margin as a Percentage of Sales: shall mean with respect to the Company or an Operating Unit, for the Fiscal Year, (a) gross profit; divided by (b) total net sales; plus or minus approved adjustments.

3.

2022 PSU Return on Invested Capital (ROIC): for a period means, with respect to any calendar year: (A) pre-tax earnings from continuing operations before interest income and interest expense and amortization charges, divided by (B) an average of month-end total assets less the sum of cash, marketable securities and non-interest bearing current liabilities, determined in accordance with generally accepted accounting principles. ROIC shall be expressed as a percentage (%) and calculated annually for the Company for each calendar year in the Performance Period; including the impact from any approved adjustments. The Average ROIC for the performance period shall be calculated by aggregating the ROIC percentages as calculated for each year and dividing by three (3). The ROIC shall be rounded to the nearest tenth of a percent.

4.

2020-2022 Average Corporate ROIC: means, with respect to any calendar year: (i) pre-tax earnings from continuing operations before interest income and interest expense and amortization charges, divided by (ii) an average of month end total assets less the sum of cash, marketable securities, and non-interest bearing current liabilities, determined in accordance with generally accepted accounting principles. ROIC will be calculated with regard to: (a) effects of changes in accounting or tax law, (b) divestitures of properties, businesses, investments, equity in affiliates or held for sale discontinued operations and the costs associated with these actions, (c) costs of any acquisition or potential acquisition, purchase accounting and other non-operating results of an acquisition completed during the period, and (d) any significant or non-recurring item(s).

5.

2020-2022 Cumulative Adjusted EBITDA: means, with respect to the Company, (i) income from continuing operations; (ii) plus income tax expense; (iii) plus interest expense; (iv) minus interest income; (v) plus depreciation expense; (vi) plus amortization expense; and with regard to: (a) effects of changes in accounting or tax law, (b) divestitures of properties, businesses, investments, equity in affiliates or held for sale discontinued operations and the costs associated with these actions, (c) costs of any acquisition or potential acquisition, purchase accounting and other non-operating results of an acquisition completed during the period, and (d) any significant or non-recurring item(s).

6.

Special PSUs EBITDA Margin: means EBITDA ((a) income from continuing operations; (b) plus income tax expense; (c) plus interest expense; (d) minus interest income; (e) plus depreciation expense; (f) plus amortization) expense divided by net sales for the fiscal year ending December 31, 2025.

(1)

For 2022, the amounts represent the aggregate grant date fair value of the 2022-2024 LTIP awards computed in accordance with FASB ASC Topic 718 (ASC 718) (excluding the effect of estimated forfeitures). This grant consists of a combination of restricted stock and PSUs. For a discussion of valuation assumptions, see Note 15 of the Company’s 2022 Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The 2022 amounts listed in this table use the closing price of Company stock on February 17, 2022, of $15.36 and for the PSUs, the amounts are based on target performance. Maximum opportunity for PSUs is $823,665 for Mr. Kasel; $411,832 for Mr. Thalman; $377,487 for Mr. Guinee; $343,173 for Mr. Kelly; and $274,575 for Mr. Lippard. This also reflects the grant date fair value of the 2022-2025 Strategy Transformation Plan Special PSUs using the Monte Carlo valuation model value of $12.71 per share. The grant date fair value of that award is $860,531 for Mr. Kasel; $258,153 for Mr. Thalman; $236,647 for Mr. Guinee; $215,129 for Mr. Kelly; and $172,106 for Mr. Lippard.

(2)

Amounts represent cash awards paid under the 2022 Executive Annual Incentive Compensation Plan. For further information, please see pages 29-32.

(3)

For Mr. Kasel, the 2022 amount includes: a 401(k) Company match of $12,200; a SERP contribution of $23,292; an auto allowance of $12,000; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $22,338; and $15,155 for financial planning services.

(4)

For Mr. Thalman, the 2022 amount includes: a 401(k) Company match of $11,324; a SERP contribution of $7,951; an auto allowance of $12,000; Company-paid life insurance premium; and Company-paid long-term disability premium.

(5)

For Mr. Guinee, the 2022 amount includes: a 401(k) Company match of $11,892; a SERP contribution of $6,745; an auto allowance of $12,000; Company-paid life insurance premium; Company-paid long-term disability premium; and $15,155 for financial planning services.

(6)

For Mr. Kelly, the 2022, amount includes: a 401(k) Company match of $9,286; a SERP contribution of $5,662; an auto allowance of $12,000; Company-paid life insurance premium; Company-paid long-term disability premium; and financial planning services of $15,155.

(7)

For Mr. Lippard, the 2022, amount includes: a 401(k) Company match of $11,874; a SERP contribution of $5,572; an auto allowance of $12,000; Company-paid life insurance premium; Company-paid long-term disability premium; and club membership of $13,793.

(1)

These grants reflect awards issued under the Annual Plan in 2022 as discussed on pages 29-32. Amounts actually paid under this plan to NEOs for 2022 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)

These grants reflect awards of PSUs granted under the LTIP and the Company’s 2006 Omnibus Incentive Plan, as amended and restated, for 2022 as discussed on pages 32-35. This also includes the Special PSUs and the 2022 – 2025 Strategy Transformation Plan stock award granted on June 2, 2022. Total calculated using the Monte Carlo valuation value of $12.71 per share.

(3)

This column includes restricted stock awards under the LTIP and the Company’s 2006 Omnibus Incentive Plan, as amended and restated, for 2022 as discussed on pages 32-35. The fair market value for these shares on the grant date of February 17, 2022 was $15.36, the closing price on that day.

(4)

Reflects grant date fair value of PSU and restricted stock awards determined in accordance with ASC 718. For a discussion of the valuation assumptions, see Note 15 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

(1)

This column includes unvested restricted stock awards granted under the LTIP in 2020, 2021, and 2022, a new hire grant for Mr. Thalman in 2021, and a promotional grant for Mr. Kasel in 2021. The vesting schedule of the restricted stock awards is described below:

(2)

For Restricted Stock, PSUs, Special PSUs, and Performance-Based Stock Awards (“PBSAs”), values are based on the Company’s December 30, 2022 closing price of $9.68 per share.

(3)

This column reflects the number of unvested 2021 and 2022 PSU awards, 2021 PBSAs, and 2022 Special PSUs for which the performance conditions had not been satisfied as of December 31, 2022.

(3a)

the 2021-2023 LTIP PSU awards were granted on February 26, 2021, and Mr. Kasel’s promotional award was granted on July 21, 2021. Assuming the achievement of the underlying performance conditions, these PSU awards will be settled and paid in shares of the Company’s common stock in the calendar year immediately following the end of the performance period on a date determined in the Compensation Committee’s discretion, but in no event later than March 15, 2024. The number of shares included for these awards assumes target performance and includes as follows: Mr. Kasel 23,832 shares; Mr. Thalman 11,210 shares; Mr. Guinee 11,210 shares, Mr. Kelly 9,376 shares; and Mr. Lippard 8,154 shares. The expected performance attainment for the ROIC portion of this grant as of December 31, 2022 is 0%, the expected attainment of the Cumulative Adjusted EBITDA portion of this grant is 0%.

(3b)

the 2022-2024 LTIP PSU awards were granted on February 17, 2022. These PSUs may be earned based on annual achievement of the underlying performance metrics during each of the three years of the performance period, but such earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2025 upon final certification of results at the end of the full three-year performance period. PSUs earned for the first annal period are included in footnote (1) above. The number of shares included for these awards assumes target performance for 2023 and 2024 and includes as follows: Mr. Kasel 21,450 shares; Mr. Thalman 10,725 shares; Mr. Guinee 9,830 shares, Mr. Kelly 8,937 shares; and Mr. Lippard 7,150 shares. The expected performance attainment for the ROIC portion of this grant as of December 31, 2022 is 94.7%, the expected attainment of the Cumulative Adjusted EBITDA portion of this grant is 102.9%.

(3c)

the 2021 PBSAs were granted on March 1, 2021. Assuming achievement of the underlying performance conditions, PSU awards will be settled and be paid in shares of the Company’s common stock on the third anniversary of the award. The number of shares included for these awards assumes target performance and includes as follows: 3,333 shares each for Messrs. Kasel, Thalman, Guinee, Kelly, and Lippard. The expected performance attainment of this grant is 81.4%.

(3d)

the 2022-2025 Special PSUs were granted on June 2, 2022. The number of shares included for these awards assumes target performance and includes as follows: Mr. Kasel 67,705 shares; Mr. Thalman 20,311 shares; Mr. Guinee 18,619 shares; Mr. Kelly 16,926 shares; and Mr. Lippard 13,541 shares. The expected performance attainment for the EBITDA portion of this grant is 100%, and the expected attainment of the stock price portion of this grant is 65.5%.