XML 17 R2.htm IDEA: XBRL DOCUMENT v3.25.3
Pay vs Performance Disclosure
Pure in Millions
 12 Months Ended
Dec. 28, 2024
USD ($)
Dec. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

In accordance with rules adopted by the Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

Year

  

Summary Compensation

Table

Total

for PEO¹
($)
 		  

Compensation Actually

Paid to

PEO¹˒²˒³
($)
 		  

Average

Summary

Compensation

Table Total

for Non-PEO

NEOs1
($)
 		  

Average

Compensation

Actually

Paid to

Non-PEO

NEOs1,2,3
($)

    

Value of Initial Fixed

$100 Investment

based on:4
 		  

Net

Income
($ Millions)
 		  

Adjusted

EBITDA⁵

($ Millions) 

  
    TSR
($)		    

Peer

Group

TSR
($)

  

(a)

  

(b)

    

(c)

    

(d)

    

(e)

    

(f)

    

(g)

    

(h)

    

(i)

  

2024

   $ 7,731,221     $ 5,099,721     $ 391,047     $ 375,120     $ 807.32     $ 139.52     $ 13,327     $ 25,855  

2023

   $ 3,606,274     $ 8,445,149     $ 391,957     $ 537,480     $ 1,011.85     $ 127.31     $ 16,831     $ 29,257  

2022

   $ 2,446,200     $ 3,379,700     $ 511,431     $ 557,131     $ 429.97     $ 113.00     $ 20,889     $ 31,114  

 

1. Bradley S. Vizi was our PEO for each year presented. The individuals constituting the Non-PEO NEOs for each year presented are listed below.

 

2022

2023

2024

Kevin D. Miller

Kevin D. Miller

Kevin D. Miller

Michael Saks

Michael Saks

Michael Saks

Frank Petraglia

    

 

2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

 

 

      
PEO Total Compensation Amount $ 7,731,221 $ 3,606,274 $ 2,446,200 $ 2,446,200
PEO Actually Paid Compensation Amount $ 5,099,721 8,445,149   3,379,700
Adjustment To PEO Compensation, Footnote

Pay Versus Performance (Continued)

 

3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

 

Year

  

Summary

Compensation

Table Total

for PEO
($)

  

Exclusion

of Change

in Pension

Value for PEO
($)

  

Exclusion

of Stock

Awards

for PEO
($)

  

Inclusion of

Pension Service

Cost for PEO
($)

  

Inclusion of

Equity Values

for PEO
($)

    

Compensation

Actually Paid to

PEO
($)

  

2024

   $ 7,731,221       $ (7,250,000 )     $ 4,618,500     $ 5,099,721  

2023

   $ 3,606,274       $ (3,125,000 )     $ 7,963,875     $ 8,445,149  

2022

   $ 2,446,200       $ (1,964,750 )     $ 2,898,250     $ 3,379,700  

 

 

Year

  

Average

Summary

Compensation

Table Total

for Non-PEO

NEOs
($)

  

Average

Exclusion of

Change in

Pension Value

for Non-PEO

NEOs
($)

  

Average

Exclusion of

Stock Awards

for Non-PEO

NEOs
($)

  

Average

Inclusion of

Pension Service

Cost for Non-

PEO NEOs
($)

  

Average

Inclusion of

Equity Values

for Non-PEO

NEOs
($)

    

Average

Compensation

Actually Paid to

Non-PEO NEOs
($)

  

2024

   $ 391,047       $ (37,500 )     $ 21,573     $ 375,120  

2023

   $ 391,957       $ (37,507 )     $ 183,030     $ 537,480  

2022

   $ 511,431       $ (23,633 )     $ 69,333     $ 557,131  

 

 

Pay Versus Performance (Continued)

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

  

Year-End Fair

Value of Equity

Awards Granted

During Year That

Remained

Unvested as of Last

Day of Year for

PEO
($)

    

Change in Fair Value

from Last Day of

Prior Year to Last

Day of Year of

Unvested Equity

Awards for PEO
($)

  

Vesting-Date Fair

Value of Equity

Awards Granted

During Year that

Vested During Year

for PEO
($)

  

Change in Fair

Value from Last

Day of Prior Year

to Vesting Date of

Unvested Equity

Awards that Vested During Year

for PEO
($)

  

Fair Value at Last

Day of Prior Year

of Equity Awards

Forfeited During

Year for PEO
($)

Value of Dividends or

Other Earnings Paid

on Equity Awards Not

Otherwise Included for

PEO
($)

  

Total - Inclusion of
Equity Values for

PEO
($)

  

2024

   $ 5,792,500     $ (1,174,000 )     $ -         $ 4,618,500  

2023

   $ 7,260,000     $ 640,375       $ 63,500         $ 7,963,875  

2022

   $ 2,776,500     $ 261,000       $ (138,250 )       $ 2,898,250  

 

 

Year

  

Average Year-End

Fair Value of Equity

Awards Granted

During Year That

Remained Unvested

as of Last Day of

Year for Non-PEO

NEOs
($)

    

Average Change in

Fair Value from

Last Day of Prior

Year to Last Day of

Year of Unvested

Equity Awards for

Non-PEO NEOs
($)

  

Average Vesting-

Date Fair Value of

Equity Awards

Granted During

Year that Vested

During Year for

Non-PEO NEOs
($)

  

Average Change in

Fair Value from Last

Day of Prior Year to

Vesting Date of

Unvested Equity

Awards that Vested

During Year for Non-

PEO NEOs
($)

  

Average Fair Value

at Last Day of Prior

Year of Equity

Awards Forfeited

During Year for

Non-PEO NEOs
($)

Average Value of

Dividends or Other

Earnings Paid on

Equity Awards Not

Otherwise Included

for Non-PEO

NEOs
($)

  

Total - Average

Inclusion of
Equity Values for

Non-PEO NEOs
($)

  

2024

   $ 30,909     $ (9,812 )     $ 477         $ 21,574  

2023

   $ 60,679     $ 83,500       $ 38,850         $ 183,029  

2022

   $ 41,133     $ 17,400       $ 10,800         $ 69,333  

 

4. The Peer Group TSR set forth in this table utilizes the S&P Americas SmallCap Commercial and Professional Services Index. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the S&P Americas SmallCap Commercial and Professional Services Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

 

5. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. While we also determined this performance measure to have been the most important financial performance measure for years 2023 and 2022, we may determine a different financial performance measure to be the most important financial performance measure in future years.

 

 

      
Non-PEO NEO Average Total Compensation Amount $ 391,047 391,957   511,431
Non-PEO NEO Average Compensation Actually Paid Amount $ 375,120 537,480   557,131
Compensation Actually Paid vs. Total Shareholder Return

Pay Versus Performance (Continued)

 

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

 

graph01.jpg

 

 

      
Compensation Actually Paid vs. Net Income

Pay Versus Performance (Continued)

 

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Net Income

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

 

 

graph02.jpg

 

 

      
Compensation Actually Paid vs. Company Selected Measure

Pay Versus Performance (Continued)

 

Description of Relationship Between PEO and

Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years.

 

 

graph03.jpg

 

 

      
Total Shareholder Return Vs Peer Group

Pay Versus Performance (Continued)

 

Description of Relationship Between Company TSR and Peer Group TSR

 

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P Americas SmallCap Commercial and Professional Services Index over the same period.

 

 

graph04.jpg

 

 

      
Tabular List, Table

Pay Versus Performance (Continued)

 

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

 

Net Income

Adjusted EBITDA

 

 

      
Total Shareholder Return Amount $ 807.32 1,011.85   429.97
Peer Group Total Shareholder Return Amount 139.52 127.31   113
Net Income (Loss) $ 13,327,000,000 $ 16,831,000,000   $ 20,889,000,000
Company Selected Measure Amount 25,855 29,257   31,114
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 4,618,500 $ 7,963,875   $ 2,898,250
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 5,792,500 7,260,000   2,776,500
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 (1,174,000) 640,375   261,000
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 0 63,500   (138,250)
PEO | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (7,250,000) (3,125,000)   (1,964,750)
PEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,618,500 7,963,875   2,898,250
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 21,574 183,029 69,333  
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 30,909 60,679 41,133  
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 (9,812) 83,500 17,400  
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 477 38,850 $ 10,800  
Non-PEO NEO | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (37,500) (37,507)   (23,633)
Non-PEO NEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 21,573 $ 183,030   $ 69,333