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Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Compensation
Table
Total for
First PEO(1)
Compensation
Actually
Paid to First
PEO(2)
Summary
Compensation
Table
Total for
Second
PEO(3)
Compensation
Actually
Paid to
Second
PEO(4)
Summary
Compensation
Table
Total for
Third
PEO(5)
Compensation
Actually
Paid to
Third
PEO(6)
Average
Summary
Compensation
Table
Total for
Non-PEO(7)
Average
Compensation
Actually
Paid to
Non-PEO
NEO(S)(8)
Total
Shareholder
Return(9)
Per Group
Total
Shareholder
Return(10)
Net
Income
(Millions)(11))
Adjusted
EBITDA
(Millions)(12)
2024 297,851 (6,155,142) 5,887,980 3,112,991 1,316,692 654,642 114.19 137.58 86 786
2023 7,335,430 934,313 1,542,699 (296,368)(13) 203.94 149.93 (238) 1,014
2022 7,670,351 9,839,552 2,107,360 2,450,210 191.44 130.45 578 1,361
2021 9,012,886 25,427,573 5,537,669 10,256,484 2,359,471 5,383,970 203.63 151.70 608 1,313
2020 8,606,576 16,928,335 2,915,198 4,524,555 145.61 119.86 219 879
(1)
The dollar amounts reported are the amounts of total compensation reported for Mr. Vergnano for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(2)
The dollar amounts reported represent the amount of CAP to Mr. Vergnano, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vergnano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Vergnano’s total compensation for each year to determine the CAP.
(3)
The dollar amounts reported are the amounts of total compensation reported for Mr. Newman for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(4)
The dollar amounts reported represent the amount of CAP to Mr. Newman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Newman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Newman’s total compensation for each year to determine the CAP.
(5)
The dollar amounts reported are the amounts of total compensation reported for Ms. Dignam for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(6)
The dollar amounts reported represent the amount of CAP to Ms. Dignam, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Dignam during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Ms. Dignam’s total compensation for each year to determine the CAP.
(7)
The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the applicable PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the applicable PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Shane Hostetter, Kristine Wellman, Joseph Martinko, Gerardo Familiar, Matthew Abbott and Jonathan Lock; (ii) for 2023, Jonathan Lock, Denise Dignam, Kristine Wellman, Alvenia Scarborough, Susan Kelliher, Sameer Ralhan, and Edwin Sparks; (iii) for 2022, Sameer Ralhan, Edwin Sparks, Alisha Bellezza, Denise Dignam, and David Shelton; (iv) for 2021, Sameer Ralhan, Edwin Sparks, Susan Kelliher, Bryan Snell, and David Shelton; and (v) for 2020, Sameer Ralhan, Edwin Sparks, Mark Newman, and David Shelton.
(8)
The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP.
(9)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(10)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 400 Chemicals.
(11)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(12)
See “Compensation Discussion and Analysis” in this Proxy Statement for the definition of Adjusted EBITDA.
(13)
Average CAP of non-PEO NEOs is a negative amount due to equity forfeited upon the departures of Messrs. Ralhan and Sparks.
PEO 1
PEO 2
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Summary Compensation Table Total
$ 9,012,886 $ 8,606,576 $ 297,851 $ 7,335,430 $ 7,670,351 $ 5,537,669
Less: Reported Fair Value of Equity Awards(a)
$ 7,056,334 $ 6,231,013 $ 6,249,631 $ 5,504,353 $ 3,039,984
Add: Year-End Fair Value of
Equity Awards Granted in
the Year(b(i))
$ 10,037,056 $ 14,805,523 $ 5,542,082 $ 7,286,350 $ 3,737,324
Add: Change in Fair Value
of Equity Awards Granted
in Prior Years and Remain
Unvested(b(II))
$ 11,676,849 $ (501,171) $ (4,188,551) $ (231,485) $ 3,508,735
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(b(III))
$ 144,996
Add: Change in Fair Value
of Equity Awards Granted
in Prior Years that Vested
in the Year(b(iv))
$ 507,084 $ (2,653) $ (1,095,363) $ 516,921 $ 333,788 $ 184,986
Add: Fair Value at the End
of Prior Year of Equity
Awards that Fail to Meet
Vesting Conditions(b(v))
$ (5,293,120) $ (1,929,442)
Add: Value of Dividends or
other Earnings Paid on
Stock or Option Awards
not Otherwise Reflected in
Fair Value or Total
Compensation(b(vi))
$ 1,105,035 $ 251,073 $ (64,510) $ (92,496) $ 284,902 $ 327,754
Less: Reported Change in
the Actuarial Present Value
of Pension Benefits(c)
Add: Actuarially determined service cost for services rendered during the fiscal year
Add: Entire cost of
benefits granted in a plan
amendment (or initiation)
during the applicable year
that are attributed by the
benefit formula to services
rendered in periods prior
to the plan amendment or
initiation
CAP
$ 25,427,573 $ 16,928,335 $ (6,155,142) $ 934,313 $ 9,839,552 $ 10,256,484
PEO 3
NEO Average
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Summary Compensation Table Total
$ 5,887,980 $ 1,316,692 $ 1,542,699 $ 2,107,360 $ 2,359,471 $ 2,915,198
Less: Reported Fair Value of Equity Awards(a)
$ 3,984,736 $ 688,272 $ 1,042,701 $ 1,130,702 $ 1,139,675 $ 1,807,220
Add: Year-End Fair Value of Equity Awards Granted in the Year(b(i))
$ 1,981,568 $ 376,061 $ 549,601 $ 1,482,246 $ 1,697,677 $ 3,537,581
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years and Remain Unvested(b(II))
$ (663,542) $ (150,317) $ (246,002) $ (164,478) $ 2,182,023 $ (157,388)
Add: Fair Value as of Vesting
Date of Equity Awards Granted
and Vested in the Year(b(III))
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years that Vested in the
Year(b(iv))
$ (160,152) $ (95,438) $ 97,757 $ 47,967 $ 77,860 $ (17,955)
Add: Fair Value at the End of Prior Year of Equity Awards that Fail to Meet Vesting Conditions(b(v))
$ (113,044) $ (1,178,272)
Add: Value of Dividends or other
Earnings Paid on Stock or
Option Awards not Otherwise
Reflected in Fair Value or Total
Compensation(b(vi))
$ 51,873 $ 8,961 $ (19,450) $ 107,817 $ 206,615 $ 54,340
Less: Reported Change in the Actuarial Present Value of Pension Benefits(c)
Add: Actuarially determined
service cost for services
rendered during the fiscal year
Add: Entire cost of benefits
granted in a plan amendment (or
initiation) during the applicable
year that are attributed by the
benefit formula to services
rendered in periods prior to the
plan amendment or initiation
CAP
$ 3,112,991 $ 654,642 $ (296,368) $ 2,450,210 $ 5,383,970 $ 4,524,555
(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.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(c)
The amounts included in this row are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.
       
Named Executive Officers, Footnote
(1)
The dollar amounts reported are the amounts of total compensation reported for Mr. Vergnano for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(2)
The dollar amounts reported represent the amount of CAP to Mr. Vergnano, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vergnano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Vergnano’s total compensation for each year to determine the CAP.
(3)
The dollar amounts reported are the amounts of total compensation reported for Mr. Newman for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(4)
The dollar amounts reported represent the amount of CAP to Mr. Newman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Newman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Newman’s total compensation for each year to determine the CAP.
(5)
The dollar amounts reported are the amounts of total compensation reported for Ms. Dignam for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(6)
The dollar amounts reported represent the amount of CAP to Ms. Dignam, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Dignam during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Ms. Dignam’s total compensation for each year to determine the CAP.
(7)
The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the applicable PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the applicable PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Shane Hostetter, Kristine Wellman, Joseph Martinko, Gerardo Familiar, Matthew Abbott and Jonathan Lock; (ii) for 2023, Jonathan Lock, Denise Dignam, Kristine Wellman, Alvenia Scarborough, Susan Kelliher, Sameer Ralhan, and Edwin Sparks; (iii) for 2022, Sameer Ralhan, Edwin Sparks, Alisha Bellezza, Denise Dignam, and David Shelton; (iv) for 2021, Sameer Ralhan, Edwin Sparks, Susan Kelliher, Bryan Snell, and David Shelton; and (v) for 2020, Sameer Ralhan, Edwin Sparks, Mark Newman, and David Shelton.
(8)
The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP.
       
Peer Group Issuers, Footnote
(9)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(10)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 400 Chemicals.
       
Adjustment To PEO Compensation, Footnote
PEO 1
PEO 2
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Summary Compensation Table Total
$ 9,012,886 $ 8,606,576 $ 297,851 $ 7,335,430 $ 7,670,351 $ 5,537,669
Less: Reported Fair Value of Equity Awards(a)
$ 7,056,334 $ 6,231,013 $ 6,249,631 $ 5,504,353 $ 3,039,984
Add: Year-End Fair Value of
Equity Awards Granted in
the Year(b(i))
$ 10,037,056 $ 14,805,523 $ 5,542,082 $ 7,286,350 $ 3,737,324
Add: Change in Fair Value
of Equity Awards Granted
in Prior Years and Remain
Unvested(b(II))
$ 11,676,849 $ (501,171) $ (4,188,551) $ (231,485) $ 3,508,735
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(b(III))
$ 144,996
Add: Change in Fair Value
of Equity Awards Granted
in Prior Years that Vested
in the Year(b(iv))
$ 507,084 $ (2,653) $ (1,095,363) $ 516,921 $ 333,788 $ 184,986
Add: Fair Value at the End
of Prior Year of Equity
Awards that Fail to Meet
Vesting Conditions(b(v))
$ (5,293,120) $ (1,929,442)
Add: Value of Dividends or
other Earnings Paid on
Stock or Option Awards
not Otherwise Reflected in
Fair Value or Total
Compensation(b(vi))
$ 1,105,035 $ 251,073 $ (64,510) $ (92,496) $ 284,902 $ 327,754
Less: Reported Change in
the Actuarial Present Value
of Pension Benefits(c)
Add: Actuarially determined service cost for services rendered during the fiscal year
Add: Entire cost of
benefits granted in a plan
amendment (or initiation)
during the applicable year
that are attributed by the
benefit formula to services
rendered in periods prior
to the plan amendment or
initiation
CAP
$ 25,427,573 $ 16,928,335 $ (6,155,142) $ 934,313 $ 9,839,552 $ 10,256,484
PEO 3
NEO Average
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Summary Compensation Table Total
$ 5,887,980 $ 1,316,692 $ 1,542,699 $ 2,107,360 $ 2,359,471 $ 2,915,198
Less: Reported Fair Value of Equity Awards(a)
$ 3,984,736 $ 688,272 $ 1,042,701 $ 1,130,702 $ 1,139,675 $ 1,807,220
Add: Year-End Fair Value of Equity Awards Granted in the Year(b(i))
$ 1,981,568 $ 376,061 $ 549,601 $ 1,482,246 $ 1,697,677 $ 3,537,581
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years and Remain Unvested(b(II))
$ (663,542) $ (150,317) $ (246,002) $ (164,478) $ 2,182,023 $ (157,388)
Add: Fair Value as of Vesting
Date of Equity Awards Granted
and Vested in the Year(b(III))
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years that Vested in the
Year(b(iv))
$ (160,152) $ (95,438) $ 97,757 $ 47,967 $ 77,860 $ (17,955)
Add: Fair Value at the End of Prior Year of Equity Awards that Fail to Meet Vesting Conditions(b(v))
$ (113,044) $ (1,178,272)
Add: Value of Dividends or other
Earnings Paid on Stock or
Option Awards not Otherwise
Reflected in Fair Value or Total
Compensation(b(vi))
$ 51,873 $ 8,961 $ (19,450) $ 107,817 $ 206,615 $ 54,340
Less: Reported Change in the Actuarial Present Value of Pension Benefits(c)
Add: Actuarially determined
service cost for services
rendered during the fiscal year
Add: Entire cost of benefits
granted in a plan amendment (or
initiation) during the applicable
year that are attributed by the
benefit formula to services
rendered in periods prior to the
plan amendment or initiation
CAP
$ 3,112,991 $ 654,642 $ (296,368) $ 2,450,210 $ 5,383,970 $ 4,524,555
(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.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(c)
The amounts included in this row are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.
       
Non-PEO NEO Average Total Compensation Amount $ 1,316,692 $ 1,542,699 $ 2,107,360 $ 2,359,471 $ 2,915,198
Non-PEO NEO Average Compensation Actually Paid Amount $ 654,642 (296,368) 2,450,210 5,383,970 4,524,555
Adjustment to Non-PEO NEO Compensation Footnote
PEO 3
NEO Average
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Summary Compensation Table Total
$ 5,887,980 $ 1,316,692 $ 1,542,699 $ 2,107,360 $ 2,359,471 $ 2,915,198
Less: Reported Fair Value of Equity Awards(a)
$ 3,984,736 $ 688,272 $ 1,042,701 $ 1,130,702 $ 1,139,675 $ 1,807,220
Add: Year-End Fair Value of Equity Awards Granted in the Year(b(i))
$ 1,981,568 $ 376,061 $ 549,601 $ 1,482,246 $ 1,697,677 $ 3,537,581
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years and Remain Unvested(b(II))
$ (663,542) $ (150,317) $ (246,002) $ (164,478) $ 2,182,023 $ (157,388)
Add: Fair Value as of Vesting
Date of Equity Awards Granted
and Vested in the Year(b(III))
Add: Change in Fair Value of
Equity Awards Granted in Prior
Years that Vested in the
Year(b(iv))
$ (160,152) $ (95,438) $ 97,757 $ 47,967 $ 77,860 $ (17,955)
Add: Fair Value at the End of Prior Year of Equity Awards that Fail to Meet Vesting Conditions(b(v))
$ (113,044) $ (1,178,272)
Add: Value of Dividends or other
Earnings Paid on Stock or
Option Awards not Otherwise
Reflected in Fair Value or Total
Compensation(b(vi))
$ 51,873 $ 8,961 $ (19,450) $ 107,817 $ 206,615 $ 54,340
Less: Reported Change in the Actuarial Present Value of Pension Benefits(c)
Add: Actuarially determined
service cost for services
rendered during the fiscal year
Add: Entire cost of benefits
granted in a plan amendment (or
initiation) during the applicable
year that are attributed by the
benefit formula to services
rendered in periods prior to the
plan amendment or initiation
CAP
$ 3,112,991 $ 654,642 $ (296,368) $ 2,450,210 $ 5,383,970 $ 4,524,555
(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.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(c)
The amounts included in this row are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.
       
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_tsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_ebitda-pn.jpg]        
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: bc_ebitda-pn.jpg]        
Total Shareholder Return Vs Peer Group
[MISSING IMAGE: lc_company-pn.jpg]
       
Tabular List, Table
Most Important Company Performance Measures for Determining Executive Compensation
For fiscal year 2024, our CLDC identified the performance measures listed below as the most important financial performance measures used by the Company to link CAP for our NEOs, for the most recently completed fiscal year, to the Company’s performance:
Adjusted EBITDA
Net Income
TSR
       
Total Shareholder Return Amount $ 114.19 203.94 191.44 203.63 145.61
Peer Group Total Shareholder Return Amount 137.58 149.93 130.45 151.7 119.86
Net Income (Loss) $ 86,000,000 $ (238,000,000) $ 578,000,000 $ 608,000,000 $ 219,000,000
Company Selected Measure Amount 786 1,014 1,361 1,313 879
PEO Name Ms. Dignam        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(12)
See “Compensation Discussion and Analysis” in this Proxy Statement for the definition of Adjusted EBITDA.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name TSR        
Mr Vergnano [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 9,012,886 $ 8,606,576
PEO Actually Paid Compensation Amount 25,427,573 16,928,335
Mr Vergnano [Member] | 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
Mr Vergnano [Member] | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Mr Vergnano [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,056,334) (6,231,013)
Mr Vergnano [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,037,056 14,805,523
Mr Vergnano [Member] | 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 11,676,849 (501,171)
Mr Vergnano [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 144,996
Mr Vergnano [Member] | 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 507,084 (2,653)
Mr Vergnano [Member] | 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
Mr Vergnano [Member] | 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 1,105,035 251,073
Mr Vergnano [Member] | Mr Newman Member [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Mr Newman Member [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 297,851 7,335,430 7,670,351 5,537,669
PEO Actually Paid Compensation Amount (6,155,142) 934,313 9,839,552 10,256,484
Mr Newman Member [Member] | 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
Mr Newman Member [Member] | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Mr Newman Member [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,249,631) (5,504,353) (3,039,984)
Mr Newman Member [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,542,082 7,286,350 3,737,324
Mr Newman Member [Member] | 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 (4,188,551) (231,485) 3,508,735
Mr Newman Member [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Mr Newman Member [Member] | 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 (1,095,363) 516,921 333,788 184,986
Mr Newman Member [Member] | 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 (5,293,120) (1,929,442)
Mr Newman Member [Member] | 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 (64,510) (92,496) 284,902 327,754
Mr Newman Member [Member] | Mr Newman Member [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Ms. Dignam [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 5,887,980
PEO Actually Paid Compensation Amount 3,112,991
Ms. Dignam [Member] | 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  
Ms. Dignam [Member] | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount  
Ms. Dignam [Member] | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount  
Ms. Dignam [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,984,736  
Ms. Dignam [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,981,568  
Ms. Dignam [Member] | 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 (663,542)  
Ms. Dignam [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount  
Ms. Dignam [Member] | 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 (160,152)  
Ms. Dignam [Member] | 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  
Ms. Dignam [Member] | 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 51,873  
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
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 688,272 1,042,701 1,130,702 1,139,675 1,807,220
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 376,061 549,601 1,482,246 1,697,677 3,537,581
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 (150,317) (246,002) (164,478) 2,182,023 (157,388)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
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 (95,438) 97,757 47,967 77,860 (17,955)
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 (113,044) (1,178,272)
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 $ 8,961 $ (19,450) $ 107,817 $ 206,615 $ 54,340