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Insider Trading Arrangements | 3 Months Ended
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Dec. 31, 2024 shares
Trading Arrangements, by Individual |  |
Material Terms of Trading Arrangement | Securities Trading Plans of Directors and Executive Officers Our director compensation program, which consists of an annual cash retainer and grant of restricted stock units (RSUs), is designed to compensate non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our shareholders. Similarly, a portion of the compensation of our executive officers (as defined in SEC Rule 16a-1(f)) is delivered in the form of our Long-Term Incentive Program (LTI), which is comprised of stock options, RSUs and performance share units (PSUs). We believe compensating our directors and executive officers with a mix of equity-based awards effectively links compensation to long-term shareholder value creation, Environmental, Social, and Governance (ESG), and financial results. Subject to the satisfaction of our share ownership requirements, our directors and executive officers may, from time to time, engage in transactions to sell some of the shares granted to them as part of our director and executive compensation programs after such shares vest following the expiration of any time-based restrictions or achievement of certain pre-established performance goals. In addition, our directors and executive officers may also, from time to time, engage in other transactions involving our securities, which may entail the purchase or sale of our common stock outside of these compensation programs on an open-market basis. All transactions in our securities by our directors and executive officers must occur in accordance with our Insider Trading Policy, which, among other things, requires that such transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 of the Securities Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our insider trading policy permits our directors and executive officers to enter trading plans designed to prearrange transactions in our securities in accordance with Rule 10b5-1. During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated a "non-Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K. The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors and executive officers during the fourth quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
Name and Title |  | Action |  | Date of Action |  | Scheduled Expiration Date(1) |  | Aggregate Number of Securities to be Purchased or Sold(2)
Paul A. Camuti(3) Executive Vice President and Chief Technology and Sustainability Officer |  | Adopt |  | 11/13/2024 |  | 5/2/2025 |  | Sale of up to 14,270(4) shares of common stock
Donald E. Simmons Group President, Americas |  | Adopt |  | 10/31/2024 |  | 5/10/2025 |  | Sale of up to 24,358(5) shares of common stock
(1) In each case a trading plan may also expire prior to the scheduled expiration date if all transactions under the trading plan are completed before the scheduled expiration date. (2) Aggregate number of shares in this column includes shares that may be forfeited or withheld to satisfy exercise price and tax obligations at the time of vesting. (3) Mr. Camuti retired on December 31, 2024. (4) This figure includes a grant of 4,487 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement. (5) This figure includes a grant of 2,991 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement. |
Paul Camuti [Member] |  |
Trading Arrangements, by Individual |  |
Name | Paul A. Camuti(3) | [1]
Title | Executive Vice President and Chief Technology and Sustainability Officer | [1]
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 11/13/2024 |
Aggregate Available | 14,270 | [2]
Donald E. Simmons [Member] |  |
Trading Arrangements, by Individual |  |
Name | Donald E. Simmons |
Title | Group President, Americas |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 10/31/2024 |
Aggregate Available | 24,358 | [3]
[1] | Mr. Camuti retired on December 31, 2024.
[2] | This figure includes a grant of 4,487 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement.
[3] | This figure includes a grant of 2,991 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement

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