Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
B. |
Pay Versus Performance Disclosure | Pay Versus Performance Table —This table shows, for the past five fiscal years, the total compensation for the Company’s named executive officers as set forth in the Summary Compensation Table, the “compensation actually paid” to the Company’s named executive officers (as determined under SEC rules), the Company’s total stockholder return (“TSR”), the TSR of the Company’s peer group, the Company’s net income and the Company’s sales. For further information concerning the Company’s executive compensation policies and practices and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.
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| Year |
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Summary
Compensation Table
Total for PEO(1) |
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Compensation
Actually Paid to
PEO(3) |
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Average Summary
Compensation Table
Total for Non-PEO
NEOs(2) |
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Average Compensation
Actually Paid to Non-
PEO NEOs(3) |
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Value of Initial Fixed $100
Investment Based On: |
|
Net Income
(millions) |
|
Sales
(millions)(5) |
| |
Company
TSR |
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|
Peer
Group
TSR(4) |
| 2025 |
|
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$11,359,438 |
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$2,009,000 |
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|
$2,294,864 |
|
$835,456 |
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$216.26 |
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$154.68 |
|
$740.7 |
|
$4,991 |
| 2024 |
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$14,236,352 |
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$22,273,228 |
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$3,608,021 |
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$5,008,887 |
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$246.48 |
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$143.89 |
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$1,311.8 |
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$4,915 |
| 2023 |
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$11,029,086 |
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$22,371,211 |
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$2,838,076 |
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$4,772,495 |
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$206.88 |
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$126.29 |
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$767.4 |
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$4,582 |
| 2022 |
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$11,517,926 |
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$10,823,977 |
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$2,786,754 |
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$2,483,408 |
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$154.09 |
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$108.47 |
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$924.0 |
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$6,580 |
| 2021 |
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$11,042,404 |
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$33,205,939 |
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$3,100,858 |
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$7,168,251 |
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$160.64 |
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$124.76 |
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$421.7 |
|
$4,633 |
| (1) |
D. Christian Koch, the Company’s Chair, President and Chief Executive Officer, served as the Company’s principal executive officer (“PEO”) for each of 2025, 2024, 2023, 2022 and 2021. |
| (2) |
The Company’s non-PEO named executive officers for each applicable year were as follows: (i) for 2025, Kevin P. Zdimal, Frank J. Ready, Stephen F. Schwar and Scott C. Selbach; (ii) for 2024, Kevin P. Zdimal, Frank J. Ready, Stephen F. Schwar, Scott C. Selbach and John E. Berlin; (iii) for 2023, Kevin P. Zdimal, John E. Berlin, Frank J. Ready and Scott C. Selbach; (iv) for 2022, Kevin P. Zdimal, John E. Berlin, Frank J. Ready, Scott C. Selbach, Robert M. Roche and Nicholas J. Shears; and (v) for 2021, Robert M. Roche, John E. Berlin, Nicholas J. Shears and Scott C. Selbach. |
| (3) |
The adjustments made to the Summary Compensation Table totals to determine “compensation actually paid” are as follows: |
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| Year |
|
Executive(s) |
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Reported
Summary
Compensation
Table Total |
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Deduct
Reported Value
of Equity
Awards(a) |
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Equity Award
Adjustments(b) |
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Reported
Change in the
Actuarial
Present Value
of Pension
Benefits(c) |
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Pension Benefit
Adjustments(d) |
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Compensation
Actually Paid |
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| 2025 |
|
PEO |
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$11,359,438 |
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($8,989,532 |
) |
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($45,797 |
) |
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($402,081 |
) |
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$86,972 |
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$2,009,000 |
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Non-PEO NEOs |
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$2,294,864 |
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($1,352,701 |
) |
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$1,456 |
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($144,042 |
) |
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$35,878 |
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$835,456 |
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| 2024 |
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PEO |
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$14,236,352 |
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($8,754,087 |
) |
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$16,667,992 |
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($1,032 |
) |
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$124,003 |
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$22,273,228 |
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Non-PEO NEOs |
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$3,608,021 |
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($1,020,486 |
) |
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$2,414,444 |
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($41,547 |
) |
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$48,455 |
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$5,008,887 |
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| 2023 |
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PEO |
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$11,029,086 |
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($8,480,404 |
) |
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$20,080,891 |
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($365,745 |
) |
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$107,383 |
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$22,371,211 |
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Non-PEO NEOs |
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$2,838,076 |
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($1,540,626 |
) |
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$3,630,650 |
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($189,312 |
) |
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$33,708 |
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$4,772,495 |
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| 2022 |
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PEO |
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$11,517,926 |
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($6,787,175 |
) |
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$6,104,110 |
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($75,611 |
) |
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$64,727 |
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$10,823,977 |
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Non-PEO NEOs |
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$2,786,754 |
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($1,308,873 |
) |
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$1,029,556 |
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($54,329 |
) |
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$30,300 |
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$2,483,408 |
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| 2021 |
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PEO |
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$11,042,404 |
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($6,455,332 |
) |
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$28,573,007 |
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($47,032 |
) |
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$92,892 |
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$33,205,939 |
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Non-PEO NEOs |
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$3,100,858 |
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($1,572,987 |
) |
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$5,658,020 |
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($61,116 |
) |
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$43,476 |
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$7,168,251 |
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(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. |
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(b) |
The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Year |
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Executive(s) |
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Year-End Fair
Value of
Equity
Awards
Granted
during the
Year
that are
Outstanding
and Unvested
at Year-End |
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Year-over-
Year Change
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that are
Outstanding
and
Unvested at
Year-End |
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Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested during
the Year |
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Year-over-
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
during the
Year |
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Deduct Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to Meet
Vesting
Conditions
during the
Year |
|
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Equity
Award
Adjustments |
|
| 2025 |
|
PEO |
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$5,810,435 |
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($5,474,877 |
) |
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$0 |
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($381,356 |
) |
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$0 |
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$0 |
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($45,797 |
) |
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Non-PEO NEOs |
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$931,140 |
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($817,275 |
) |
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$0 |
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($112,409 |
) |
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$0 |
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$0 |
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$1,456 |
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| 2024 |
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PEO |
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$10,376,430 |
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$5,470,159 |
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$0 |
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$821,403 |
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$0 |
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$0 |
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$16,667,992 |
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Non-PEO NEOs |
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$1,200,406 |
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$984,767 |
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$0 |
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$229,272 |
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$0 |
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$0 |
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$2,414,444 |
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| 2023 |
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PEO |
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$11,335,023 |
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$7,797,080 |
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$0 |
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$948,788 |
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$0 |
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$0 |
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$20,080,891 |
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Non-PEO NEOs |
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$2,045,396 |
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$1,477,011 |
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$0 |
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$108,243 |
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$0 |
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$0 |
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$3,630,650 |
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| 2022 |
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PEO |
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$7,981,469 |
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($201,605 |
) |
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$0 |
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($1,675,754 |
) |
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$0 |
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$0 |
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$6,104,110 |
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Non-PEO NEOs |
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$1,394,035 |
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($16,938 |
) |
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$74,075 |
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($205,958 |
) |
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($215,658 |
) |
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$0 |
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$1,029,556 |
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| 2021 |
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PEO |
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$15,123,725 |
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|
$13,619,666 |
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$0 |
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($170,385 |
) |
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$0 |
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$0 |
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$28,573,007 |
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Non-PEO NEOs |
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$3,439,853 |
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$2,244,496 |
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$0 |
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($26,328 |
) |
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$0 |
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$0 |
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$5,658,020 |
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(c) |
The amounts included in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. |
| |
(d) |
The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
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| Year |
|
Executive(s) |
|
Service Cost |
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|
Prior Service
Cost |
|
|
Total Pension
Benefit
Adjustments |
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| 2025 |
|
PEO |
|
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$86,972 |
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$0 |
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$86,972 |
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| |
Non-PEO NEOs |
|
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$35,878 |
|
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$0 |
|
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$35,878 |
|
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| 2024 |
|
PEO |
|
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$124,003 |
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$0 |
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$124,003 |
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| |
Non-PEO NEOs |
|
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$48,455 |
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$0 |
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$48,455 |
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| 2023 |
|
PEO |
|
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$107,383 |
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$0 |
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$107,383 |
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| |
Non-PEO NEOs |
|
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$33,708 |
|
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$0 |
|
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$33,708 |
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| 2022 |
|
PEO |
|
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$64,727 |
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$0 |
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$64,727 |
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Non-PEO NEOs |
|
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$29,952 |
|
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|
$349 |
|
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$30,300 |
|
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| 2021 |
|
PEO |
|
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$92,892 |
|
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|
$0 |
|
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$92,892 |
|
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| |
Non-PEO NEOs |
|
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$43,476 |
|
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|
$0 |
|
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|
$43,476 |
|
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| (4) |
The peer group TSR represents the TSR of the companies comprising the S&P MidCap 400 Index ® , the same index used by the Company in the performance graph included in its Annual Report on Form 10-K for 2025. |
| (5) |
This column includes the Company’s publicly reported sales for each of 2025, 2024, 2023, 2022 and 2021, excluding sales generated by acquisitions made, dispositions completed and operations reclassified as discontinued operations during the applicable year. |
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| Company Selected Measure Name |
sales
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| Named Executive Officers, Footnote |
| (2) |
The Company’s non-PEO named executive officers for each applicable year were as follows: (i) for 2025, Kevin P. Zdimal, Frank J. Ready, Stephen F. Schwar and Scott C. Selbach; (ii) for 2024, Kevin P. Zdimal, Frank J. Ready, Stephen F. Schwar, Scott C. Selbach and John E. Berlin; (iii) for 2023, Kevin P. Zdimal, John E. Berlin, Frank J. Ready and Scott C. Selbach; (iv) for 2022, Kevin P. Zdimal, John E. Berlin, Frank J. Ready, Scott C. Selbach, Robert M. Roche and Nicholas J. Shears; and (v) for 2021, Robert M. Roche, John E. Berlin, Nicholas J. Shears and Scott C. Selbach. |
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| Peer Group Issuers, Footnote |
The peer group TSR represents the TSR of the companies comprising the S&P MidCap 400 Index ® , the same index used by the Company in the performance graph included in its Annual Report on Form 10-K for 2025.
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| PEO Total Compensation Amount |
$ 11,359,438
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$ 14,236,352
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$ 11,029,086
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$ 11,517,926
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$ 11,042,404
|
| PEO Actually Paid Compensation Amount |
$ 2,009,000
|
22,273,228
|
22,371,211
|
10,823,977
|
33,205,939
|
| Adjustment To PEO Compensation, Footnote |
| (3) |
The adjustments made to the Summary Compensation Table totals to determine “compensation actually paid” are as follows: |
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| Year |
|
Executive(s) |
|
Reported
Summary
Compensation
Table Total |
|
|
Deduct
Reported Value
of Equity
Awards(a) |
|
|
Equity Award
Adjustments(b) |
|
|
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits(c) |
|
|
Pension Benefit
Adjustments(d) |
|
|
Compensation
Actually Paid |
|
| 2025 |
|
PEO |
|
|
$11,359,438 |
|
|
|
($8,989,532 |
) |
|
|
($45,797 |
) |
|
|
($402,081 |
) |
|
|
$86,972 |
|
|
|
$2,009,000 |
|
| |
Non-PEO NEOs |
|
|
$2,294,864 |
|
|
|
($1,352,701 |
) |
|
|
$1,456 |
|
|
|
($144,042 |
) |
|
|
$35,878 |
|
|
|
$835,456 |
|
| 2024 |
|
PEO |
|
|
$14,236,352 |
|
|
|
($8,754,087 |
) |
|
|
$16,667,992 |
|
|
|
($1,032 |
) |
|
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$124,003 |
|
|
|
$22,273,228 |
|
| |
Non-PEO NEOs |
|
|
$3,608,021 |
|
|
|
($1,020,486 |
) |
|
|
$2,414,444 |
|
|
|
($41,547 |
) |
|
|
$48,455 |
|
|
|
$5,008,887 |
|
| 2023 |
|
PEO |
|
|
$11,029,086 |
|
|
|
($8,480,404 |
) |
|
|
$20,080,891 |
|
|
|
($365,745 |
) |
|
|
$107,383 |
|
|
|
$22,371,211 |
|
| |
Non-PEO NEOs |
|
|
$2,838,076 |
|
|
|
($1,540,626 |
) |
|
|
$3,630,650 |
|
|
|
($189,312 |
) |
|
|
$33,708 |
|
|
|
$4,772,495 |
|
| 2022 |
|
PEO |
|
|
$11,517,926 |
|
|
|
($6,787,175 |
) |
|
|
$6,104,110 |
|
|
|
($75,611 |
) |
|
|
$64,727 |
|
|
|
$10,823,977 |
|
| |
Non-PEO NEOs |
|
|
$2,786,754 |
|
|
|
($1,308,873 |
) |
|
|
$1,029,556 |
|
|
|
($54,329 |
) |
|
|
$30,300 |
|
|
|
$2,483,408 |
|
| 2021 |
|
PEO |
|
|
$11,042,404 |
|
|
|
($6,455,332 |
) |
|
|
$28,573,007 |
|
|
|
($47,032 |
) |
|
|
$92,892 |
|
|
|
$33,205,939 |
|
| |
Non-PEO NEOs |
|
|
$3,100,858 |
|
|
|
($1,572,987 |
) |
|
|
$5,658,020 |
|
|
|
($61,116 |
) |
|
|
$43,476 |
|
|
|
$7,168,251 |
|
| |
(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. |
| |
(b) |
The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Year |
|
Executive(s) |
|
Year-End Fair
Value of
Equity
Awards
Granted
during the
Year
that are
Outstanding
and Unvested
at Year-End |
|
|
Year-over-
Year Change
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that are
Outstanding
and
Unvested at
Year-End |
|
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested during
the Year |
|
|
Year-over-
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
during the
Year |
|
|
Deduct Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to Meet
Vesting
Conditions
during the
Year |
|
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Equity
Award
Adjustments |
|
| 2025 |
|
PEO |
|
|
$5,810,435 |
|
|
|
($5,474,877 |
) |
|
|
$0 |
|
|
|
($381,356 |
) |
|
|
$0 |
|
|
$0 |
|
|
($45,797 |
) |
| |
Non-PEO NEOs |
|
|
$931,140 |
|
|
|
($817,275 |
) |
|
|
$0 |
|
|
|
($112,409 |
) |
|
|
$0 |
|
|
$0 |
|
|
$1,456 |
|
| 2024 |
|
PEO |
|
|
$10,376,430 |
|
|
|
$5,470,159 |
|
|
|
$0 |
|
|
|
$821,403 |
|
|
|
$0 |
|
|
$0 |
|
|
$16,667,992 |
|
| |
Non-PEO NEOs |
|
|
$1,200,406 |
|
|
|
$984,767 |
|
|
|
$0 |
|
|
|
$229,272 |
|
|
|
$0 |
|
|
$0 |
|
|
$2,414,444 |
|
| 2023 |
|
PEO |
|
|
$11,335,023 |
|
|
|
$7,797,080 |
|
|
|
$0 |
|
|
|
$948,788 |
|
|
|
$0 |
|
|
$0 |
|
|
$20,080,891 |
|
| |
Non-PEO NEOs |
|
|
$2,045,396 |
|
|
|
$1,477,011 |
|
|
|
$0 |
|
|
|
$108,243 |
|
|
|
$0 |
|
|
$0 |
|
|
$3,630,650 |
|
| 2022 |
|
PEO |
|
|
$7,981,469 |
|
|
|
($201,605 |
) |
|
|
$0 |
|
|
|
($1,675,754 |
) |
|
|
$0 |
|
|
$0 |
|
|
$6,104,110 |
|
| |
Non-PEO NEOs |
|
|
$1,394,035 |
|
|
|
($16,938 |
) |
|
|
$74,075 |
|
|
|
($205,958 |
) |
|
|
($215,658 |
) |
|
$0 |
|
|
$1,029,556 |
|
| 2021 |
|
PEO |
|
|
$15,123,725 |
|
|
|
$13,619,666 |
|
|
|
$0 |
|
|
|
($170,385 |
) |
|
|
$0 |
|
|
$0 |
|
|
$28,573,007 |
|
| |
Non-PEO NEOs |
|
|
$3,439,853 |
|
|
|
$2,244,496 |
|
|
|
$0 |
|
|
|
($26,328 |
) |
|
|
$0 |
|
|
$0 |
|
|
$5,658,020 |
|
| |
(c) |
The amounts included in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. |
| |
(d) |
The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Executive(s) |
|
Service Cost |
|
|
Prior Service
Cost |
|
|
Total Pension
Benefit
Adjustments |
|
|
|
| 2025 |
|
PEO |
|
|
$86,972 |
|
|
|
$0 |
|
|
|
$86,972 |
|
|
|
| |
Non-PEO NEOs |
|
|
$35,878 |
|
|
|
$0 |
|
|
|
$35,878 |
|
|
|
| 2024 |
|
PEO |
|
|
$124,003 |
|
|
|
$0 |
|
|
|
$124,003 |
|
|
|
| |
Non-PEO NEOs |
|
|
$48,455 |
|
|
|
$0 |
|
|
|
$48,455 |
|
|
|
| 2023 |
|
PEO |
|
|
$107,383 |
|
|
|
$0 |
|
|
|
$107,383 |
|
|
|
| |
Non-PEO NEOs |
|
|
$33,708 |
|
|
|
$0 |
|
|
|
$33,708 |
|
|
|
| 2022 |
|
PEO |
|
|
$64,727 |
|
|
|
$0 |
|
|
|
$64,727 |
|
|
|
| |
Non-PEO NEOs |
|
|
$29,952 |
|
|
|
$349 |
|
|
|
$30,300 |
|
|
|
| 2021 |
|
PEO |
|
|
$92,892 |
|
|
|
$0 |
|
|
|
$92,892 |
|
|
|
| |
Non-PEO NEOs |
|
|
$43,476 |
|
|
|
$0 |
|
|
|
$43,476 |
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,294,864
|
3,608,021
|
2,838,076
|
2,786,754
|
3,100,858
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 835,456
|
5,008,887
|
4,772,495
|
2,483,408
|
7,168,251
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (3) |
The adjustments made to the Summary Compensation Table totals to determine “compensation actually paid” are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Executive(s) |
|
Reported
Summary
Compensation
Table Total |
|
|
Deduct
Reported Value
of Equity
Awards(a) |
|
|
Equity Award
Adjustments(b) |
|
|
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits(c) |
|
|
Pension Benefit
Adjustments(d) |
|
|
Compensation
Actually Paid |
|
| 2025 |
|
PEO |
|
|
$11,359,438 |
|
|
|
($8,989,532 |
) |
|
|
($45,797 |
) |
|
|
($402,081 |
) |
|
|
$86,972 |
|
|
|
$2,009,000 |
|
| |
Non-PEO NEOs |
|
|
$2,294,864 |
|
|
|
($1,352,701 |
) |
|
|
$1,456 |
|
|
|
($144,042 |
) |
|
|
$35,878 |
|
|
|
$835,456 |
|
| 2024 |
|
PEO |
|
|
$14,236,352 |
|
|
|
($8,754,087 |
) |
|
|
$16,667,992 |
|
|
|
($1,032 |
) |
|
|
$124,003 |
|
|
|
$22,273,228 |
|
| |
Non-PEO NEOs |
|
|
$3,608,021 |
|
|
|
($1,020,486 |
) |
|
|
$2,414,444 |
|
|
|
($41,547 |
) |
|
|
$48,455 |
|
|
|
$5,008,887 |
|
| 2023 |
|
PEO |
|
|
$11,029,086 |
|
|
|
($8,480,404 |
) |
|
|
$20,080,891 |
|
|
|
($365,745 |
) |
|
|
$107,383 |
|
|
|
$22,371,211 |
|
| |
Non-PEO NEOs |
|
|
$2,838,076 |
|
|
|
($1,540,626 |
) |
|
|
$3,630,650 |
|
|
|
($189,312 |
) |
|
|
$33,708 |
|
|
|
$4,772,495 |
|
| 2022 |
|
PEO |
|
|
$11,517,926 |
|
|
|
($6,787,175 |
) |
|
|
$6,104,110 |
|
|
|
($75,611 |
) |
|
|
$64,727 |
|
|
|
$10,823,977 |
|
| |
Non-PEO NEOs |
|
|
$2,786,754 |
|
|
|
($1,308,873 |
) |
|
|
$1,029,556 |
|
|
|
($54,329 |
) |
|
|
$30,300 |
|
|
|
$2,483,408 |
|
| 2021 |
|
PEO |
|
|
$11,042,404 |
|
|
|
($6,455,332 |
) |
|
|
$28,573,007 |
|
|
|
($47,032 |
) |
|
|
$92,892 |
|
|
|
$33,205,939 |
|
| |
Non-PEO NEOs |
|
|
$3,100,858 |
|
|
|
($1,572,987 |
) |
|
|
$5,658,020 |
|
|
|
($61,116 |
) |
|
|
$43,476 |
|
|
|
$7,168,251 |
|
| |
(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. |
| |
(b) |
The amounts deducted or added in calculating the equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Executive(s) |
|
Year-End Fair
Value of
Equity
Awards
Granted
during the
Year
that are
Outstanding
and Unvested
at Year-End |
|
|
Year-over-
Year Change
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that are
Outstanding
and
Unvested at
Year-End |
|
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested during
the Year |
|
|
Year-over-
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
during the
Year |
|
|
Deduct Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to Meet
Vesting
Conditions
during the
Year |
|
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Equity
Award
Adjustments |
|
| 2025 |
|
PEO |
|
|
$5,810,435 |
|
|
|
($5,474,877 |
) |
|
|
$0 |
|
|
|
($381,356 |
) |
|
|
$0 |
|
|
$0 |
|
|
($45,797 |
) |
| |
Non-PEO NEOs |
|
|
$931,140 |
|
|
|
($817,275 |
) |
|
|
$0 |
|
|
|
($112,409 |
) |
|
|
$0 |
|
|
$0 |
|
|
$1,456 |
|
| 2024 |
|
PEO |
|
|
$10,376,430 |
|
|
|
$5,470,159 |
|
|
|
$0 |
|
|
|
$821,403 |
|
|
|
$0 |
|
|
$0 |
|
|
$16,667,992 |
|
| |
Non-PEO NEOs |
|
|
$1,200,406 |
|
|
|
$984,767 |
|
|
|
$0 |
|
|
|
$229,272 |
|
|
|
$0 |
|
|
$0 |
|
|
$2,414,444 |
|
| 2023 |
|
PEO |
|
|
$11,335,023 |
|
|
|
$7,797,080 |
|
|
|
$0 |
|
|
|
$948,788 |
|
|
|
$0 |
|
|
$0 |
|
|
$20,080,891 |
|
| |
Non-PEO NEOs |
|
|
$2,045,396 |
|
|
|
$1,477,011 |
|
|
|
$0 |
|
|
|
$108,243 |
|
|
|
$0 |
|
|
$0 |
|
|
$3,630,650 |
|
| 2022 |
|
PEO |
|
|
$7,981,469 |
|
|
|
($201,605 |
) |
|
|
$0 |
|
|
|
($1,675,754 |
) |
|
|
$0 |
|
|
$0 |
|
|
$6,104,110 |
|
| |
Non-PEO NEOs |
|
|
$1,394,035 |
|
|
|
($16,938 |
) |
|
|
$74,075 |
|
|
|
($205,958 |
) |
|
|
($215,658 |
) |
|
$0 |
|
|
$1,029,556 |
|
| 2021 |
|
PEO |
|
|
$15,123,725 |
|
|
|
$13,619,666 |
|
|
|
$0 |
|
|
|
($170,385 |
) |
|
|
$0 |
|
|
$0 |
|
|
$28,573,007 |
|
| |
Non-PEO NEOs |
|
|
$3,439,853 |
|
|
|
$2,244,496 |
|
|
|
$0 |
|
|
|
($26,328 |
) |
|
|
$0 |
|
|
$0 |
|
|
$5,658,020 |
|
| |
(c) |
The amounts included in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. |
| |
(d) |
The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
Executive(s) |
|
Service Cost |
|
|
Prior Service
Cost |
|
|
Total Pension
Benefit
Adjustments |
|
|
|
| 2025 |
|
PEO |
|
|
$86,972 |
|
|
|
$0 |
|
|
|
$86,972 |
|
|
|
| |
Non-PEO NEOs |
|
|
$35,878 |
|
|
|
$0 |
|
|
|
$35,878 |
|
|
|
| 2024 |
|
PEO |
|
|
$124,003 |
|
|
|
$0 |
|
|
|
$124,003 |
|
|
|
| |
Non-PEO NEOs |
|
|
$48,455 |
|
|
|
$0 |
|
|
|
$48,455 |
|
|
|
| 2023 |
|
PEO |
|
|
$107,383 |
|
|
|
$0 |
|
|
|
$107,383 |
|
|
|
| |
Non-PEO NEOs |
|
|
$33,708 |
|
|
|
$0 |
|
|
|
$33,708 |
|
|
|
| 2022 |
|
PEO |
|
|
$64,727 |
|
|
|
$0 |
|
|
|
$64,727 |
|
|
|
| |
Non-PEO NEOs |
|
|
$29,952 |
|
|
|
$349 |
|
|
|
$30,300 |
|
|
|
| 2021 |
|
PEO |
|
|
$92,892 |
|
|
|
$0 |
|
|
|
$92,892 |
|
|
|
| |
Non-PEO NEOs |
|
|
$43,476 |
|
|
|
$0 |
|
|
|
$43,476 |
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid, Company TSR and Peer Group TSR. The graph below shows compensation actually paid to the Company’s principal executive officer and the average compensation actually paid to the Company’s other named executive officers for each of 2021, 2022, 2023, 2024 and 2025. The graph also shows the Company’s TSR, or how a $100 investment in the Company has grown over the five-year period ending December 31, 2025, as compared to a $100 investment in the S&P MidCap 400 Index ® . The graph assumes the investment of $100 in the Company’s common stock and in the S&P MidCap 400 Index ® as of December 31, 2020 and the reinvestment of all dividends.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income. The graph below shows compensation actually paid to the Company’s principal executive officer and the average compensation actually paid to the Company’s other named executive officers for each of 2021, 2022, 2023, 2024 and 2025. The graph also shows the Company’s net income determined in accordance with U.S. generally accepted accounting principles for each of 2021, 2022, 2023, 2024 and 2025. While the Company does not use net income as a performance measure in the overall executive compensation program, net income is correlated with adjusted earnings, to which the Company assigns various weightings when setting goals in the Company’s annual incentive compensation program as described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid and Sales. The graph below shows compensation actually paid to the Company’s principal executive officer and the average compensation actually paid to the Company’s other named executive officers for each of 2021, 2022, 2023, 2024 and 2025. The graph also shows the Company’s publicly reported sales for each of 2021, 2022, 2023, 2024 and 2025, excluding sales generated by acquisitions made, dispositions completed and operations reclassified as discontinued operations during the applicable year.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid, Company TSR and Peer Group TSR. The graph below shows compensation actually paid to the Company’s principal executive officer and the average compensation actually paid to the Company’s other named executive officers for each of 2021, 2022, 2023, 2024 and 2025. The graph also shows the Company’s TSR, or how a $100 investment in the Company has grown over the five-year period ending December 31, 2025, as compared to a $100 investment in the S&P MidCap 400 Index ® . The graph assumes the investment of $100 in the Company’s common stock and in the S&P MidCap 400 Index ® as of December 31, 2020 and the reinvestment of all dividends.
|
|
|
|
|
| Tabular List, Table |
Financial Performance Measures As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company believes that its executive compensation program links pay and performance, with the Company’s named executives having the opportunity to earn substantial compensation over and above their base salaries based on the Company’s performance and the market value of the Shares. The Company uses several performance measures to evaluate performance and provide alignment between performance and executive pay. As required by SEC rules, the performance measures identified as the most important for named executive officers’ 2025 compensation decisions are as follows:
| |
• |
|
Operating Income Margin |
| |
• |
|
Average Working Capital as a Percentage of Sales |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 216.26
|
246.48
|
206.88
|
154.09
|
160.64
|
| Peer Group Total Shareholder Return Amount |
154.68
|
143.89
|
126.29
|
108.47
|
124.76
|
| Net Income (Loss) |
$ 740,700,000
|
$ 1,311,800,000
|
$ 767,400,000
|
$ 924,000,000
|
$ 421,700,000
|
| Company Selected Measure Amount |
4,991,000,000
|
4,915,000,000
|
4,582,000,000
|
6,580,000,000
|
4,633,000,000
|
| PEO Name |
D. Christian Koch
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Sales
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Operating Income Margin
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Average Working Capital as a Percentage of Sales
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted Earnings
|
|
|
|
|
| PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (402,081)
|
$ (1,032)
|
$ (365,745)
|
$ (75,611)
|
$ (47,032)
|
| PEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
86,972
|
124,003
|
107,383
|
64,727
|
92,892
|
| PEO | Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
86,972
|
124,003
|
107,383
|
64,727
|
92,892
|
| PEO | Pension Adjustments Prior Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| PEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(45,797)
|
16,667,992
|
20,080,891
|
6,104,110
|
28,573,007
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
5,810,435
|
10,376,430
|
11,335,023
|
7,981,469
|
15,123,725
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,474,877)
|
5,470,159
|
7,797,080
|
(201,605)
|
13,619,666
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(381,356)
|
821,403
|
948,788
|
(1,675,754)
|
(170,385)
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| PEO | Deduct Reported Value of Equity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(8,989,532)
|
(8,754,087)
|
(8,480,404)
|
(6,787,175)
|
(6,455,332)
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(144,042)
|
(41,547)
|
(189,312)
|
(54,329)
|
(61,116)
|
| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
35,878
|
48,455
|
33,708
|
30,300
|
43,476
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
35,878
|
48,455
|
33,708
|
29,952
|
43,476
|
| Non-PEO NEO | Pension Adjustments Prior Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
349
|
0
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,456
|
2,414,444
|
3,630,650
|
1,029,556
|
5,658,020
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
931,140
|
1,200,406
|
2,045,396
|
1,394,035
|
3,439,853
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(817,275)
|
984,767
|
1,477,011
|
(16,938)
|
2,244,496
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
74,075
|
0
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(112,409)
|
229,272
|
108,243
|
(205,958)
|
(26,328)
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
(215,658)
|
0
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Deduct Reported Value of Equity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,352,701)
|
$ (1,020,486)
|
$ (1,540,626)
|
$ (1,308,873)
|
$ (1,572,987)
|
