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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

As required by pay versus performance (“PVP”) rules adopted by the SEC, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below as “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

•	The information in columns (b) and (d) of the PVP Table comes directly from this year’s or prior years’ Summary Compensation Tables; and

•

As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years.

2023 Pay Versus Performance Table

																Value of Initial Fixed $100 Investment Based On:
	Year (a)			Summary Compensation Table (“SCT”) Total for PEO ($)^(b)(1)			Compensation Actually Paid to PEO ($)^(c)(1)(2)			Average SCT Total for Non PEO NEOs ($)^(d)(1)			Average Compensation Actually Paid to Non-PEO NEOs ($)^(e)(1)(2)			Total Shareholder Return ($)^(f)(3)			Peer Group Total Shareholder Return ($)^(g)(3)(4)			Net Income ($)^(h)(5)			Adjusted Operating Profit ($)⁽ⁱ⁾⁽⁶⁾
	2023			4,020,922			1,451,195			853,747			606,509			82			168			44.4			89.5
	2022			4,416,441			1,310,340			1,059,133			674,005			89			128			66.2			116.2
	2021			4,582,126			4,881,738			1,607,476			1,354,921			118			141			57.3			112.8
	2020			4,576,670			4,508,721			1,626,838			1,582,999			101			112			(79.8)			100.2

(1)

Thomas Amato was our principal executive officer (“PEO”) for each Covered Year. For 2023, our non-PEO PVP NEOs were Scott Mell, Jodi Robin, Jill Stress and Fabio Matheus Salik. For 2022, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik and John Schaefer. For 2021, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik, John Schaefer, Robert Zalupski and Joshua Sherbin. For 2020, our non- PEO PVP NEOs were Robert Zalupski and Joshua Sherbin.

(2)

For 2023, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) the following amounts. Please note that, while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2023 or the relationships disclosure provided below.

	Item and Value Added (Deducted)			2023
	For PEO:
	- SCT “Stock Awards” column value			$(3,251,875)
	+ Covered Year-end fair value of outstanding equity awards granted in Covered Year			$2,609,021
	+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year			$(2,061,721)
	+/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year			$117,334
	+ includable dividends/earnings on equity awards during Covered Year			$17,514
	Sub-Total			$(2,569,727)

	Item and Value Added (Deducted)			2023
	For Non-PEO PVP NEOs (Average):
	- SCT “Stock Awards” column value			$(448,979)
	+ Covered Year-end fair value of outstanding equity awards granted in Covered Year			$368,847
	+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year			$(171,528)
	+/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year			$3,211
	+ includable dividends/earnings on equity awards during Covered Year			$1,211
	Sub-Total			$(247,238)

(3)

Total shareholder return (“TSR”) for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S- K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)	For purposes of this PVP disclosure, our peer group is the S&P Small Cap 600 Industrials Index (the “Peer Group”), which is also the peer group used to measure the Company’s TSR-based equity award attainment.

(5)	Net income is calculated as the consolidated net income (loss) of the Company and its subsidiaries, determined in accordance with U.S. GAAP. Dollar values are in millions.

(6)

For purposes of this PVP disclosure, Adjusted Operating Profit is calculated based on the Company’s Adjusted Operating Profit as used for external reporting purposes, adjusted to exclude the effect of Special Items as defined by the Company. Adjusted Operating Profit means earnings before interest, taxes and other income/expense, and excludes certain non-recurring items (cash and non-cash) which may include, but are not limited to, income/expenses related to business restructuring, merger and acquisition diligence and transaction costs, cost savings projects, the impact of purchase accounting, debt refinancing, changes in accounting principles and asset impairments (collectively “Special Items”). This measure of profitability is used because it is viewed as a leading indicator of our ability to effectively manage our costs throughout the business cycle. Dollar values are in millions. See Appendix I: Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures in our fourth quarter and full year earnings releases for the related periods for detailed reconciliations to GAAP results.

Company Selected Measure Name

Adjusted Operating Profit

Named Executive Officers, Footnote

(1)

Thomas Amato was our principal executive officer (“PEO”) for each Covered Year. For 2023, our non-PEO PVP NEOs were Scott Mell, Jodi Robin, Jill Stress and Fabio Matheus Salik. For 2022, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik and John Schaefer. For 2021, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik, John Schaefer, Robert Zalupski and Joshua Sherbin. For 2020, our non- PEO PVP NEOs were Robert Zalupski and Joshua Sherbin.

Peer Group Issuers, Footnote

(4)	For purposes of this PVP disclosure, our peer group is the S&P Small Cap 600 Industrials Index (the “Peer Group”), which is also the peer group used to measure the Company’s TSR-based equity award attainment.

PEO Total Compensation Amount

$ 4,020,922

$ 4,416,441

$ 4,582,126

$ 4,576,670

PEO Actually Paid Compensation Amount

$ 1,451,195

1,310,340

4,881,738

4,508,721

Adjustment To PEO Compensation, Footnote

(2)

For 2023, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) the following amounts. Please note that, while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2023 or the relationships disclosure provided below.

	Item and Value Added (Deducted)			2023
	For PEO:
	- SCT “Stock Awards” column value			$(3,251,875)
	+ Covered Year-end fair value of outstanding equity awards granted in Covered Year			$2,609,021
	+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year			$(2,061,721)
	+/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year			$117,334
	+ includable dividends/earnings on equity awards during Covered Year			$17,514
	Sub-Total			$(2,569,727)

Non-PEO NEO Average Total Compensation Amount

$ 853,747

1,059,133

1,607,476

1,626,838

Non-PEO NEO Average Compensation Actually Paid Amount

$ 606,509

674,005

1,354,921

1,582,999

Adjustment to Non-PEO NEO Compensation Footnote

(2)

For 2023, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) the following amounts. Please note that, while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2023 or the relationships disclosure provided below.

	Item and Value Added (Deducted)			2023
	For Non-PEO PVP NEOs (Average):
	- SCT “Stock Awards” column value			$(448,979)
	+ Covered Year-end fair value of outstanding equity awards granted in Covered Year			$368,847
	+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year			$(171,528)
	+/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year			$3,211
	+ includable dividends/earnings on equity awards during Covered Year			$1,211
	Sub-Total			$(247,238)

Compensation Actually Paid vs. Total Shareholder Return

Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

The following charts provide, across the Covered Years, a description of the relationships between (1) our cumulative TSR and the cumulative TSR for the PVP Peer Group reflected in the PVP Table above, (2) PEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above, and (3) non-PEO PVP NEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above:

Compensation Actually Paid vs. Net Income

Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

The following charts provide, across the Covered Years, a description of the relationships between (1) our cumulative TSR and the cumulative TSR for the PVP Peer Group reflected in the PVP Table above, (2) PEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above, and (3) non-PEO PVP NEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above:

Compensation Actually Paid vs. Company Selected Measure

Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

The following charts provide, across the Covered Years, a description of the relationships between (1) our cumulative TSR and the cumulative TSR for the PVP Peer Group reflected in the PVP Table above, (2) PEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above, and (3) non-PEO PVP NEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above:

Total Shareholder Return Vs Peer Group

Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

The following charts provide, across the Covered Years, a description of the relationships between (1) our cumulative TSR and the cumulative TSR for the PVP Peer Group reflected in the PVP Table above, (2) PEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above, and (3) non-PEO PVP NEO CAP and the financial performance measures results set forth in columns (f), (h) and (i) of the PVP Table above:

Tabular List, Table

2023 Tabular List

The following Tabular List provides what we believe represent the most important financial performance measures (including Adjusted Operating Profit) we used to link CAP to our PEO and Non-PEO PVP NEOs for 2023 to our performance for 2023:

	Adjusted Operating Profit
	Adjusted Earnings per Share
	Free Cash Flow
	Relative Total Shareholder Return
	Cash RONA

Total Shareholder Return Amount

$ 82

89

118

101

Peer Group Total Shareholder Return Amount

168

128

141

112

Net Income (Loss)

$ 44,400,000

$ 66,200,000

$ 57,300,000

$ (79,800,000)

Company Selected Measure Amount

89,500,000

116,200,000

112,800,000

100,200,000

Thomas Amato

Thomas Amato

Thomas Amato

Thomas Amato

Pay vs Performance Disclosure

Adjusted Operating Profit

Pay vs Performance Disclosure

Adjusted Earnings per Share

Pay vs Performance Disclosure

Free Cash Flow

Pay vs Performance Disclosure

Relative Total Shareholder Return

Pay vs Performance Disclosure

Cash RONA

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (2,569,727)

PEO | SCT "Stock Awards" [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(3,251,875)

PEO | Covered Year-End Fair Value of Outstanding Equity Awards Granted in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,609,021

PEO | Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Equity Awards Granted Prior to Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,061,721)

PEO | Change in Fair Value (from Prior Year-End to Vesting Date in Covered Year) of Equity Awards Granted in Prior Years that Vested in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

117,334

PEO | Includable Dividends/Earnings on Equity Awards During Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

17,514

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(247,238)

Non-PEO NEO | SCT "Stock Awards" [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(448,979)

Non-PEO NEO | Covered Year-End Fair Value of Outstanding Equity Awards Granted in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

368,847

Non-PEO NEO | Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Equity Awards Granted Prior to Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(171,528)

Non-PEO NEO | Change in Fair Value (from Prior Year-End to Vesting Date in Covered Year) of Equity Awards Granted in Prior Years that Vested in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,211

Non-PEO NEO | Includable Dividends/Earnings on Equity Awards During Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 1,211