Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performa

ce Table

The following table shows for 2022, 2021 and 2020:

●

the total compensation disclosed in the Summary Compensation Table (SCT Compensation) for

Mr. Kowlzan

, our principal executive officer (the PEO) for each of those years;

●

the average SCT Compensation for Mr.Hassfurther, Mr. Mundy, Mr. Carter and Mr. Shirley, who were our other named executive officers (the

Non-PEO

NEOs) for each of those years;

●

the Compensation Actually Paid (CAP), as determined in

accordance

with Item 402(v) of Regulation

S-K

under the Securities Exchange Act of 1934, for Mr. Kowlzan for each of those years;

●

the average CAP for the Other NEOs for each of those years;

●

he value of an initial fixed $100 investment made on January 1, 2020 as of the end of each of those year in: (a) the Company; and (b) the comparative peer group (the “Comparative Peer Group”) described under “—Long Term Equity Awards” elsewhere in this section (which is the peer group we measure performance against on a relative basis for purposes of determining payouts under our performance units) on a weighted-average market capitalization basis;

●

our net income for each of those years, as reported in accordance with generally accepted accounting principles; and

●

our earnings per share, excluding special items

, for each of those years, which we believe is the most important financial performance measure to us, other than TSR to link compensation actually paid to our performance.


Year	SCT Total for PEO		CAP for PEO		Average SCT Total for Non- PEO NEOs		Average CAP to Non-PEO NEOs		Value of Initial Fixed $100 Investments based on:				Net Income (in millions)		Company Selected Measure of Earnings Per Share, Excluding Special Items
Year	SCT Total for PEO		CAP for PEO		Average SCT Total for Non- PEO NEOs		Average CAP to Non-PEO NEOs		Total Shareholder Return of the Company		Peer Group Total Shareholder Return		Net Income (in millions)
2022		$12,231,634	$	14,187,010	$	5,036,654	$	5,617,099	$	125.88	$	121.86	$	1,029.8	$	11.14
2021		12,517,313		8,937,387		4,655,014		3,497,059		129.32		152.87		841.1		9.39
2020		10,443,674		17,543,943		4,029,973		6,289,416		127.27		118.94		461.0		5.78

(1)

The value of outstanding and unvested stock awards included in CAP are valued as of the end of the year presented using methodology consistent with the valuation of such awards on

Earnings per share excluding special items is a

Non-GAAP

financial measure, which we present throughout this proxy statement. Important information relating to our use of this

Non-GAAP

financial measure and a reconciliation of this

Non-GAAP

financial measure to the most comparable financial measure presented in accordance with Generally Accepted Accounting Principles (GAAP) are included on ANNEX A to this proxy statement as well as in Item 7 of our Annual Report on Form

10-K

for the year ended December 31, 2022 under the captions “Executive Summary” and “Reconciliations of

Non-GAAP

Financial Measures to Reported Amounts.”

the grant date and described in Note 1 to the Summary Compensation Table included in this proxy statement. Restricted stock is valued at the closing market price on the New York Stock Exchange on the last trading day of the year presented. The valuation of ROIC Units is determined based upon the probable outcome, which, for all outstanding units for all periods, was payout at 100%. The valuation of the TSR Units was redetermined as of the end of each year based upon a Monte Carlo simulation.

(2)

Below is a reconciliation of the SCT total to the CAP total for the PEO:


Year	Summary Compensation Table (SCT) Total Compensation		SCT Change in Pension Value			CAP Pension Service Cost		SCT Equity Value			Fair Value as of Year End of Equity Awards Granted During the Year		Increase (Decrease) from Prior- Year-End Fair Value of Awards that Vested During the Year			Year-over- Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Dividends		Total

2022	$	12,231,634		-		$	394,222	($	7,250,018	)	$	5,991,532	$	2,605,270		($	284,918	)	$	499,288	$	14,187,010
2021		12,517,313	($	325,321	)		409,787		(6,745,717	)		6,398,487		(1,142,952	)		(2,563,862	)		389,652		8,937,387
2020		10,443,674		(1,164,693	)		476,277		(5,575,067	)		8,854,213		(845,467	)		5,104,418			250,588		17,543,943

Below is a reconciliation of the average SCT total to the average CAP total for the

non-PEO

NEOs.


Year	Summary Compensation Table (SCT) Total Compensation		SCT Change in Pension Value			CAP Pension Service Cost		SCT Equity Value			Fair Value as of Year End of Equity Awards Granted During the Year		Increase (Decrease) from Prior- Year-End Fair Value of Awards that Vested During the Year			Year-over- Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Dividends		Total
2022	$	5,036,654		-		$	98,616	($	2,634,404	)	$	2,177,112	$	852,667		( $	95,409	)	$	181,863	$	5,617,099
2021		4,655,014	($	98,480	)		102,592		(2,258,776	)		2,142,514		(326,641	)		(856,519	)		137,355		3,497,059
2020		4,029,973		(423,033	)		91,261		(1,866,742	)		2,964,722		(146,679			1,559,373			80,541		6,289,416

In each case, “Dividends” include dividends paid in cash on unvested restricted stock awards and the year over year change in value of accrued dividends on ROIC Performance Units.

Company Selected Measure Name

Earnings per share

Named Executive Officers, Footnote [Text Block]

the average SCT Compensation for Mr.Hassfurther, Mr. Mundy, Mr. Carter and Mr. Shirley, who were our other named executive officers (the

Non-PEO

NEOs) for each of those years;

Peer Group Issuers, Footnote [Text Block]

PEO Total Compensation Amount

$ 12,231,634

$ 12,517,313

$ 10,443,674

PEO Actually Paid Compensation Amount

$ 14,187,010

8,937,387

17,543,943

Adjustment To PEO Compensation, Footnote [Text Block]

Below is a reconciliation of the SCT total to the CAP total for the PEO:


Year	Summary Compensation Table (SCT) Total Compensation		SCT Change in Pension Value			CAP Pension Service Cost		SCT Equity Value			Fair Value as of Year End of Equity Awards Granted During the Year		Increase (Decrease) from Prior- Year-End Fair Value of Awards that Vested During the Year			Year-over- Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Dividends		Total

2022	$	12,231,634		-		$	394,222	($	7,250,018	)	$	5,991,532	$	2,605,270		($	284,918	)	$	499,288	$	14,187,010
2021		12,517,313	($	325,321	)		409,787		(6,745,717	)		6,398,487		(1,142,952	)		(2,563,862	)		389,652		8,937,387
2020		10,443,674		(1,164,693	)		476,277		(5,575,067	)		8,854,213		(845,467	)		5,104,418			250,588		17,543,943

Non-PEO NEO Average Total Compensation Amount

$ 5,036,654

4,655,014

4,029,973

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,617,099

3,497,059

6,289,416

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Below is a reconciliation of the average SCT total to the average CAP total for the

non-PEO

NEOs.


Year	Summary Compensation Table (SCT) Total Compensation		SCT Change in Pension Value			CAP Pension Service Cost		SCT Equity Value			Fair Value as of Year End of Equity Awards Granted During the Year		Increase (Decrease) from Prior- Year-End Fair Value of Awards that Vested During the Year			Year-over- Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Dividends		Total
2022	$	5,036,654		-		$	98,616	($	2,634,404	)	$	2,177,112	$	852,667		( $	95,409	)	$	181,863	$	5,617,099
2021		4,655,014	($	98,480	)		102,592		(2,258,776	)		2,142,514		(326,641	)		(856,519	)		137,355		3,497,059
2020		4,029,973		(423,033	)		91,261		(1,866,742	)		2,964,722		(146,679			1,559,373			80,541		6,289,416

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

The following chart shows our CAP to our PEO and our average CAP to our Other NEOs (presented as bars) for the years presented; and our TSR and the TSR of our Comparative Peer Group based upon the value of an initial $100 investment made on January 1, 2020 (presented as lines) as of the end of the years presented:

Compensation Actually Paid vs. Net Income [Text Block]

The following chart shows our CAP to our PEO and our average CAP to our Other NEOs (presented as bars) and our net income (presented as a line) for the years presented:

Compensation Actually Paid vs. Company Selected Measure [Text Block]

The following chart shows our CAP to our PEO and our average CAP to our Other NEOs (presented as bars) and our earnings per share, excluding special items (presented as a line) for the years presented: