XML 106 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure
U_pure in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance Table. In accordance with Item 402(v), below is the tabular disclosure for the Company’s CEOs and the average of our NEOs other than the CEO for the past four fiscal years.

 

(a)

 

(b)

 

(c)

 

(c)

 

 

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100
Investment Based on:

 

 

 

 

Year

 

Summary
Comp. Table
Total for
Current
CEO
(1)

 

Summary
Comp. Table
Total for
Former CEO

 

Compensation
Actually Paid
to Current
CEO
(2)

 

Compensation
Actually Paid
to Former
CEO

 

Average
Summary
Compensation
Table Total for
Other NEOs
(1)

 

Average
Compensation
Actually Paid
to Other
NEOs
(2)

 

Total
Shareholder
Return
(3)

 

Peer Group
Total
Shareholder
Return
(4)

 

GAAP
Net
Income
($mil.)
(5)

 

PSU
OI
($mil.)
(6)

2023

 

$6,067,969

 

$10,897,739

 

$5,906,451

 

$8,784,009

 

$2,509,460

 

$2,108,923

 

$69

 

$132

 

$(12.7)

 

$574.3

2022

 

 

$12,810,155

 

 

$11,219,259

 

$2,823,990

 

$2,582,913

 

$71

 

$131

 

$(140.6)

 

$532.8

2021

 

 

$10,529,261

 

 

$5,240,661

 

$2,816,541

 

$1,954,970

 

$78

 

$132

 

$(68.9)

 

$471.6

2020

 

 

$10,967,230

 

 

$7,936,371

 

$2,719,981

 

$2,230,948

 

$88

 

$111

 

$(162.6)

 

$542.0

 

(1)
2023 CEOs are Mr. Lockwood-Taylor (current) and Mr. Kessler (former); other NEOs are E. Bezerra, J. Dillard (former), S. Andersen, K. Hanson, and R. Janish; 2022 CEO is M. Kessler; other NEOs are E. Bezerra, S. Andersen, J. Dillard, K. Hanson, T. Kingma (former), and R. Silcock (former); 2021 CEO is M. Kessler; other NEOs are R. Silcock, J. Dillard, S. Andersen, T. Kingma, and S. Kochan; 2020 CEO is M. Kessler; other NEOs are R. Silcock, S. Andersen, T. Kingma, R. Sorota.
(2)
The dollar amounts reported represent CAP, as computed in accordance with SEC rules. For all amounts shown in columns (c), the following methods were used to calculate fair value of awards: option awards fair value was determined using a Black-Scholes option-pricing model; restricted stock units (RSUs) fair value was based on PRGO’s closing stock price on each valuation date, including accrued dividend equivalent units; performance stock units (PSUs) fair value assumes estimated performance results as of the end of each reporting year for financial metrics (return on tangible capital was the performance measure for our 2017 and 2018 PSUs, and adjusted operating income was the performance measure for our 2019, 2020, 2021, 2022, and 2023 PSUs) and a Monte Carlo simulation valuation model for market metrics (which were relative TSR vs. a peer group for the 2018, and vs. the S&P 500 constituents for 2019, 2020, 2021, 2022, and 2023 PSUs), in accordance with FASB ASC 718. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the SCT total compensation to determine the CAP values:

Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO:

 

 

Fiscal Year

 

Reported
Summary
Compensation
Table Total
Compensation
for CEO

 

Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to CEO (a)

 

Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End

 

Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End

 

Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year

 

Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year

 

Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year

 

Equals
CEO
CAP

2023
(current)

 

$6,067,969

 

$4,300,008

 

$4,138,489

 

$

 

$

 

$

 

$

 

$5,906,451

2023
(former)

 

$10,897,739

 

$10,047,050

 

$5,372,539

 

$(230,666)

 

$2,730,013

 

$665,344

 

$(603,910)

 

$8,784,009

2022

 

$12,810,155

 

$9,750,016

 

$9,282,667

 

$(758,252)

 

$

 

$(219,914)

 

$(145,380)

 

$11,219,259

2021

 

$10,529,261

 

$7,749,994

 

$6,504,216

 

$(1,836,722)

 

$

 

$(1,135,832)

 

$(1,070,268)

 

$5,240,661

2020

 

$10,967,230

 

$7,749,982

 

$6,287,733

 

$(1,597,037)

 

$

 

$28,428

 

$

 

$7,936,371

 

Reconciliation of Summary Compensation Table to Compensation Actually Paid for average other NEOs:

 

Fiscal Year

 

Reported
Summary
Compensation
Table Total for
Average Other
NEOs

 

Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to Average
Other NEOs (a)

 

Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End

 

Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End

 

Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year

 

Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year

 

Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year

 

Equals
Average
Other
NEOs
CAP

2023

 

$2,509,460

 

$1,411,742

 

$1,053,612

 

$(44,700)

 

$

 

$54,504

 

$(52,211)

 

$2,108,923

2022

 

$2,823,990

 

$1,862,495

 

$1,530,044

 

$(81,925)

 

$217,254

 

$(25,508)

 

$(18,447)

 

$2,582,913

2021

 

$2,816,541

 

$1,400,030

 

$1,110,898

 

$(329,578)

 

$76,203

 

$(159,566)

 

$(159,498)

 

$1,954,970

2020

 

$2,719,981

 

$1,550,030

 

$1,257,573

 

$(197,822)

 

$

 

$10,852

 

$(9,608)

 

$2,230,948

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year.
(3)
TSR assumes an investment of $100 on December 31, 2019 and the reinvestment of any dividends.
(4)
Reflects peer group total shareholder return indexed to $100 for the S&P 1500 Consumer Staples Index, which is an industry line index reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K.
(5)
The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.
Values shown reflect PSU OI for the applicable reporting year.
     
Company Selected Measure Name PSU OI      
Named Executive Officers, Footnote 2023 CEOs are Mr. Lockwood-Taylor (current) and Mr. Kessler (former); other NEOs are E. Bezerra, J. Dillard (former), S. Andersen, K. Hanson, and R. Janish; 2022 CEO is M. Kessler; other NEOs are E. Bezerra, S. Andersen, J. Dillard, K. Hanson, T. Kingma (former), and R. Silcock (former); 2021 CEO is M. Kessler; other NEOs are R. Silcock, J. Dillard, S. Andersen, T. Kingma, and S. Kochan; 2020 CEO is M. Kessler; other NEOs are R. Silcock, S. Andersen, T. Kingma, R. Sorota.      
Peer Group Issuers, Footnote Reflects peer group total shareholder return indexed to $100 for the S&P 1500 Consumer Staples Index, which is an industry line index reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K.      
PEO Total Compensation Amount   $ 12,810,155 $ 10,529,261 $ 10,967,230
PEO Actually Paid Compensation Amount   11,219,259 5,240,661 7,936,371
Adjustment To PEO Compensation, Footnote

Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO:

 

 

Fiscal Year

 

Reported
Summary
Compensation
Table Total
Compensation
for CEO

 

Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to CEO (a)

 

Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End

 

Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End

 

Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year

 

Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year

 

Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year

 

Equals
CEO
CAP

2023
(current)

 

$6,067,969

 

$4,300,008

 

$4,138,489

 

$

 

$

 

$

 

$

 

$5,906,451

2023
(former)

 

$10,897,739

 

$10,047,050

 

$5,372,539

 

$(230,666)

 

$2,730,013

 

$665,344

 

$(603,910)

 

$8,784,009

2022

 

$12,810,155

 

$9,750,016

 

$9,282,667

 

$(758,252)

 

$

 

$(219,914)

 

$(145,380)

 

$11,219,259

2021

 

$10,529,261

 

$7,749,994

 

$6,504,216

 

$(1,836,722)

 

$

 

$(1,135,832)

 

$(1,070,268)

 

$5,240,661

2020

 

$10,967,230

 

$7,749,982

 

$6,287,733

 

$(1,597,037)

 

$

 

$28,428

 

$

 

$7,936,371

     
Non-PEO NEO Average Total Compensation Amount $ 2,509,460 2,823,990 2,816,541 2,719,981
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,108,923 2,582,913 1,954,970 2,230,948
Adjustment to Non-PEO NEO Compensation Footnote

Reconciliation of Summary Compensation Table to Compensation Actually Paid for average other NEOs:

 

Fiscal Year

 

Reported
Summary
Compensation
Table Total for
Average Other
NEOs

 

Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to Average
Other NEOs (a)

 

Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End

 

Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End

 

Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year

 

Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year

 

Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year

 

Equals
Average
Other
NEOs
CAP

2023

 

$2,509,460

 

$1,411,742

 

$1,053,612

 

$(44,700)

 

$

 

$54,504

 

$(52,211)

 

$2,108,923

2022

 

$2,823,990

 

$1,862,495

 

$1,530,044

 

$(81,925)

 

$217,254

 

$(25,508)

 

$(18,447)

 

$2,582,913

2021

 

$2,816,541

 

$1,400,030

 

$1,110,898

 

$(329,578)

 

$76,203

 

$(159,566)

 

$(159,498)

 

$1,954,970

2020

 

$2,719,981

 

$1,550,030

 

$1,257,573

 

$(197,822)

 

$

 

$10,852

 

$(9,608)

 

$2,230,948

     
Compensation Actually Paid vs. Net Income Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and Average other NEO CAP and our GAAP Net Income. As discussed in more detail in our Compensation Discussion & Analysis, GAAP net income is not used as a metric in our annual or long-term incentive plans due to the variance in non-cash and other charges recorded against Net income. As such, we believe that its relationship to CAP and our performance is less illustrative than other metrics that factor more directly into our executive compensation program, including Adj. OI.

img129860742_51.jpg 

     
Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and PSU OI (our Company-Selected Measure). The graph below reflects the relationship between CEO and Average Other NEO CAP and PSU OI. PSU OI was the most heavily weighted financial performance metric under our 2023 incentive programs. We believe that PSU OI is an important profitability measure because it directly aligns with our stated strategic long-term growth “3/5/7” objectives, and, when combined with the other measures utilized in our incentive plans, supports long-term shareholder value creation. While the CAP amounts for our CEO and other NEOs were somewhat correlated with changes in our PSU OI, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans.

 

img129860742_52.jpg 

     
Total Shareholder Return Vs Peer Group

Relationship between CAP and TSR of Company and Peer Group. The graphs below illustrate the relationship between CAP for our CEO and other NEOs with the TSR of the Company and the Peer Group. While the CAP amounts for our CEO and other NEOs were generally aligned with our TSR, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.

 

img129860742_50.jpg 

     
Tabular List, Table

Metrics Used for Linking Pay and Performance. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023 to performance. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our PSUs. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

 

PSU OI

Net Income

Absolute TSR

Relative TSR

     
Total Shareholder Return Amount $ 69 71 78 88
Peer Group Total Shareholder Return Amount 132 131 132 111
Net Income (Loss) $ (12,700,000) $ (140,600,000) $ (68,900,000) $ (162,600,000)
Company Selected Measure Amount 574.3 532.8 471.6 542.0
Measure:: 1        
Pay vs Performance Disclosure        
Name PSU OI      
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Absolute TSR      
Measure:: 4        
Pay vs Performance Disclosure        
Name Relative TSR      
Current CEO        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 6,067,969 $ 0 $ 0 $ 0
PEO Actually Paid Compensation Amount $ 5,906,451 0 0 0
PEO Name Mr. Lockwood-Taylor      
Former CEO        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 10,897,739 12,810,155 10,529,261 10,967,230
PEO Actually Paid Compensation Amount $ 8,784,009 11,219,259 5,240,661 7,936,371
PEO Name Mr. Kessler      
PEO | Summary Compensation Table Reported Total Value Of Equity Granted To Ceo        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   9,750,016 7,749,994 7,749,982
PEO | Year End Fair Value Of Equity Granted During Fiscal Year That Is Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   9,282,667 6,504,216 6,287,733
PEO | Year Over Year Change In Fair Value Of Awards Granted In Prior Fiscal Years That Are Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   758,252 1,836,722 1,597,037
PEO | Fair Value At Vesting Date Of Awards Granted And Vested During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
PEO | Change In Fair Value From Beginning Of The Year To Vesting Date Of Awards Granted In Any Prior Fiscal Year That Vested During The Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   219,914 1,135,832 28,428
PEO | Fair Value Of Any Awards Granted In Any Prior Fiscal Year That Fail To Meet Vesting Conditions During The Fiscal Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   145,380 1,070,268 0
PEO | Current CEO | Summary Compensation Table Reported Total Value Of Equity Granted To Ceo        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 4,300,008      
PEO | Current CEO | Year End Fair Value Of Equity Granted During Fiscal Year That Is Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,138,489      
PEO | Current CEO | Year Over Year Change In Fair Value Of Awards Granted In Prior Fiscal Years That Are Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Current CEO | Fair Value At Vesting Date Of Awards Granted And Vested During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Current CEO | Change In Fair Value From Beginning Of The Year To Vesting Date Of Awards Granted In Any Prior Fiscal Year That Vested During The Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Current CEO | Fair Value Of Any Awards Granted In Any Prior Fiscal Year That Fail To Meet Vesting Conditions During The Fiscal Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Former CEO | Summary Compensation Table Reported Total Value Of Equity Granted To Ceo        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,047,050      
PEO | Former CEO | Year End Fair Value Of Equity Granted During Fiscal Year That Is Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,372,539      
PEO | Former CEO | Year Over Year Change In Fair Value Of Awards Granted In Prior Fiscal Years That Are Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 230,666      
PEO | Former CEO | Fair Value At Vesting Date Of Awards Granted And Vested During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,730,013      
PEO | Former CEO | Change In Fair Value From Beginning Of The Year To Vesting Date Of Awards Granted In Any Prior Fiscal Year That Vested During The Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 665,344      
PEO | Former CEO | Fair Value Of Any Awards Granted In Any Prior Fiscal Year That Fail To Meet Vesting Conditions During The Fiscal Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 603,910      
Non-PEO NEO | Summary Compensation Table Reported Total Value Of Equity Granted To Ceo        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,411,742 1,862,495 1,400,030 1,550,030
Non-PEO NEO | Year End Fair Value Of Equity Granted During Fiscal Year That Is Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,053,612 1,530,044 1,110,898 1,257,573
Non-PEO NEO | Year Over Year Change In Fair Value Of Awards Granted In Prior Fiscal Years That Are Outstanding And Unvested At Year End        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 44,700 81,925 329,578 197,822
Non-PEO NEO | Fair Value At Vesting Date Of Awards Granted And Vested During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 217,254 76,203 0
Non-PEO NEO | Change In Fair Value From Beginning Of The Year To Vesting Date Of Awards Granted In Any Prior Fiscal Year That Vested During The Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 54,504 25,508 159,566 10,852
Non-PEO NEO | Fair Value Of Any Awards Granted In Any Prior Fiscal Year That Fail To Meet Vesting Conditions During The Fiscal Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 52,211 $ 18,447 $ 159,498 $ 9,608