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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance

As per item 402(v) of Regulation S-K, we are providing the following information about the relationship between Compensation Actually Paid (CAP) as defined in Item 402(v) and performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the “Compensation Discussion and Analysis.”.

 

Year

 

Summary compensation table total for PEO

 

 

Compensation actually paid to PEO

 

 

Average summary compensation table total for non-PEO named executive officers

 

 

Average compensation actually paid to non-PEO named executive officers

 

 

Value of initial fixed $100 investment based on Total shareholder return

 

 

Value of initial fixed $100 investment based on Global Agribusiness TSR

 

 

Net income $000s

 

 

Net sales $000s

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

2023

 

$

2,509,773

 

 

$

(471,651

)

 

$

567,665

 

 

$

201,287

 

 

$

72

 

 

$

105

 

 

$

7,519

 

 

$

579,371

 

2022

 

$

2,852,874

 

 

$

3,432,747

 

 

$

729,905

 

 

$

817,252

 

 

$

141

 

 

$

115

 

 

$

27,404

 

 

$

609,615

 

2021

 

$

2,463,689

 

 

$

3,089,570

 

 

$

708,595

 

 

$

802,105

 

 

$

106

 

 

$

125

 

 

$

18,587

 

 

$

557,676

 

2020

 

$

2,181,538

 

 

$

1,925,191

 

 

$

645,118

 

 

$

610,063

 

 

$

100

 

 

$

100

 

 

$

15,242

 

 

$

458,704

 

Footnotes to Table 1:

1. Our principal executive officer (“PEO”) for each of the fiscal years 2023, 2022 and 2021 is Eric G. Wintemute. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Wintemute for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”

2. The dollar amounts reported in column (e) represent the amount of “compensation actually paid” or “CAP” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. The following adjustments were made to the PEO’s total compensation for each applicable year to determine the compensation actually paid in accordance with SEC rules:

 

Year

 

Reported Summary Compensation Table Total for PEO

 

 

Reported Value of Equity Awards

 

 

Equity Award Adjustments

 

 

Reported Change in the Actuarial Value of Pension Benefits

 

 

Pension Benefit Adjustments

 

 

Compensation Actually Paid to PEO

 

 

 

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

 

 

2023

 

$

2,509,773

 

 

$

(1,688,426

)

 

$

(1,292,998

)

 

$

 

 

$

 

 

$

(471,651

)

2022

 

$

2,852,874

 

 

$

(1,407,292

)

 

$

1,987,165

 

 

$

 

 

$

 

 

$

3,432,747

 

2021

 

$

2,463,689

 

 

$

(1,306,087

)

 

$

1,931,968

 

 

$

 

 

$

 

 

$

3,089,570

 

2020

 

$

2,181,538

 

 

$

(1,392,708

)

 

$

1,136,361

 

 

$

 

 

$

 

 

$

1,925,191

 

a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards”, column (e) and “Option Awards” in column (f) of the Summary Compensation Table for the applicable year.

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

3. (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 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 prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for 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.

The amounts deducted or added in calculating the equity award adjustments for the PEO are as follows:

 

Year

 

Year End Fair Value of Equity Awards

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Value of Dividends etc not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Equity Award Adjustments

 

2023

 

$

860,289

 

 

$

(1,333,715

)

 

$

(361,161

)

 

$

104,508

 

 

$

(562,919

)

 

$

 

 

$

(1,292,998

)

2022

 

$

1,289,835

 

 

$

859,999

 

 

$

161,607

 

 

$

 

 

$

(324,276

)

 

$

 

 

$

1,987,165

 

2021

 

$

1,061,580

 

 

$

144,499

 

 

$

290,744

 

 

$

487,478

 

 

$

(52,333

)

 

$

 

 

$

1,931,968

 

2020

 

$

1,503,640

 

 

$

(505,018

)

 

$

(183,806

)

 

$

390,800

 

 

$

(69,255

)

 

$

 

 

$

1,136,361

 

3. The dollar amounts reported in column (d) of Table 1 represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for the years 2023, 2022 and 2021 were Ulrich G. Trogele, David T. Johnson, Timothy J. Donnelly, Anthony S. Hendrix and Peter E. Eilers.

4. The dollar amounts reported in column (e) of Table 1 represent the average amount of “compensation actually paid” (also, "CAP") to the NEOs as a group (excluding the 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

 

Year

 

Average Reported Summary Compensation Table Total for Non-PEO NEOs

 

 

Average Reported Value of Equity Awards

 

 

Average Equity Award Adjustments

 

 

Reported Change in the Actuarial Value of Pension Benefits

 

 

Pension Benefit Adjustments

 

 

Average Compensation Actually Paid to Non-PEO NEOs

 

 

 

 

 

 

 

 

 

(a)

 

 

 

 

 

(b)

 

 

 

 

2023

 

$

567,665

 

 

$

(142,029

)

 

$

(224,349

)

 

$

 

 

$

 

 

$

201,287

 

2022

 

$

729,905

 

 

$

(157,642

)

 

$

244,989

 

 

$

 

 

$

 

 

$

817,252

 

2021

 

$

708,595

 

 

$

(179,315

)

 

$

272,825

 

 

$

 

 

$

 

 

$

802,105

 

2020

 

$

645,118

 

 

$

(211,566

)

 

$

176,511

 

 

$

 

 

$

 

 

$

610,063

 

 

The amounts deducted or added in calculating the total average equity award adjustments for NEOs other than the PEO are as follows:

 

Year

 

Year End Fair Value of Equity Awards

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Value of Dividends etc. not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Equity Award Adjustments

 

2023

 

$

72,367

 

 

$

(166,981

)

 

$

(54,861

)

 

$

10,650

 

 

$

(85,524

)

 

$

 

 

$

(224,349

)

2022

 

$

144,484

 

 

$

125,605

 

 

$

24,945

 

 

$

 

 

$

(50,045

)

 

$

 

 

$

244,989

 

2021

 

$

145,746

 

 

$

22,097

 

 

$

42,051

 

 

$

70,498

 

 

$

(7,567

)

 

$

 

 

$

272,825

 

2020

 

$

228,417

 

 

$

(75,693

)

 

$

(30,040

)

 

$

63,445

 

 

$

(9,618

)

 

$

 

 

$

176,511

 

 

There are no amounts deducted or added in calculating total pension benefit adjustments, as the Company does not sponsor any privately-sponsored pension plan or defined benefit plan. On behalf of Mr. Eilers, the Company contributes toward a pension plan sponsored by a third party with respect to which the Company is not privy to funding or other metrics that would be used in establishing actuarial values.

5. Cumulative TSR in column (f) of Table 1 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.

6. Column (g) of Table 1 represents the TSR of the Global Agribusiness Index.

7. The dollar amounts reported in column (h) of Table 1 represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

8. The dollar amounts reported in column (i) of Table 1 represent the amount of net sales reflected in the Company’s audited consolidated financial statements for the applicable year.

     
Company Selected Measure Name Net sales      
Named Executive Officers, Footnote The NEOs for the years 2023, 2022 and 2021 were Ulrich G. Trogele, David T. Johnson, Timothy J. Donnelly, Anthony S. Hendrix and Peter E. Eilers.      
Peer Group Issuers, Footnote Column (g) of Table 1 represents the TSR of the Global Agribusiness Index.      
PEO Total Compensation Amount $ 2,509,773 $ 2,852,874 $ 2,463,689 $ 2,181,538
PEO Actually Paid Compensation Amount $ (471,651) 3,432,747 3,089,570 1,925,191
Adjustment To PEO Compensation, Footnote The following adjustments were made to the PEO’s total compensation for each applicable year to determine the compensation actually paid in accordance with SEC rules:

 

Year

 

Reported Summary Compensation Table Total for PEO

 

 

Reported Value of Equity Awards

 

 

Equity Award Adjustments

 

 

Reported Change in the Actuarial Value of Pension Benefits

 

 

Pension Benefit Adjustments

 

 

Compensation Actually Paid to PEO

 

 

 

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

 

 

2023

 

$

2,509,773

 

 

$

(1,688,426

)

 

$

(1,292,998

)

 

$

 

 

$

 

 

$

(471,651

)

2022

 

$

2,852,874

 

 

$

(1,407,292

)

 

$

1,987,165

 

 

$

 

 

$

 

 

$

3,432,747

 

2021

 

$

2,463,689

 

 

$

(1,306,087

)

 

$

1,931,968

 

 

$

 

 

$

 

 

$

3,089,570

 

2020

 

$

2,181,538

 

 

$

(1,392,708

)

 

$

1,136,361

 

 

$

 

 

$

 

 

$

1,925,191

 

a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards”, column (e) and “Option Awards” in column (f) of the Summary Compensation Table for the applicable year.

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

3. (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 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 prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for 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.

The amounts deducted or added in calculating the equity award adjustments for the PEO are as follows:

 

Year

 

Year End Fair Value of Equity Awards

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Value of Dividends etc not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Equity Award Adjustments

 

2023

 

$

860,289

 

 

$

(1,333,715

)

 

$

(361,161

)

 

$

104,508

 

 

$

(562,919

)

 

$

 

 

$

(1,292,998

)

2022

 

$

1,289,835

 

 

$

859,999

 

 

$

161,607

 

 

$

 

 

$

(324,276

)

 

$

 

 

$

1,987,165

 

2021

 

$

1,061,580

 

 

$

144,499

 

 

$

290,744

 

 

$

487,478

 

 

$

(52,333

)

 

$

 

 

$

1,931,968

 

2020

 

$

1,503,640

 

 

$

(505,018

)

 

$

(183,806

)

 

$

390,800

 

 

$

(69,255

)

 

$

 

 

$

1,136,361

 

     
Non-PEO NEO Average Total Compensation Amount $ 567,665 729,905 708,595 645,118
Non-PEO NEO Average Compensation Actually Paid Amount $ (201,287) 817,252 802,105 610,063
Adjustment to Non-PEO NEO Compensation Footnote In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

 

Year

 

Average Reported Summary Compensation Table Total for Non-PEO NEOs

 

 

Average Reported Value of Equity Awards

 

 

Average Equity Award Adjustments

 

 

Reported Change in the Actuarial Value of Pension Benefits

 

 

Pension Benefit Adjustments

 

 

Average Compensation Actually Paid to Non-PEO NEOs

 

 

 

 

 

 

 

 

 

(a)

 

 

 

 

 

(b)

 

 

 

 

2023

 

$

567,665

 

 

$

(142,029

)

 

$

(224,349

)

 

$

 

 

$

 

 

$

201,287

 

2022

 

$

729,905

 

 

$

(157,642

)

 

$

244,989

 

 

$

 

 

$

 

 

$

817,252

 

2021

 

$

708,595

 

 

$

(179,315

)

 

$

272,825

 

 

$

 

 

$

 

 

$

802,105

 

2020

 

$

645,118

 

 

$

(211,566

)

 

$

176,511

 

 

$

 

 

$

 

 

$

610,063

 

 

The amounts deducted or added in calculating the total average equity award adjustments for NEOs other than the PEO are as follows:

 

Year

 

Year End Fair Value of Equity Awards

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Value of Dividends etc. not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Equity Award Adjustments

 

2023

 

$

72,367

 

 

$

(166,981

)

 

$

(54,861

)

 

$

10,650

 

 

$

(85,524

)

 

$

 

 

$

(224,349

)

2022

 

$

144,484

 

 

$

125,605

 

 

$

24,945

 

 

$

 

 

$

(50,045

)

 

$

 

 

$

244,989

 

2021

 

$

145,746

 

 

$

22,097

 

 

$

42,051

 

 

$

70,498

 

 

$

(7,567

)

 

$

 

 

$

272,825

 

2020

 

$

228,417

 

 

$

(75,693

)

 

$

(30,040

)

 

$

63,445

 

 

$

(9,618

)

 

$

 

 

$

176,511

 

     
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

img98390405_3.jpg 

     
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

img98390405_4.jpg 

     
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Net Sales

 

img98390405_5.jpg 

     
Total Shareholder Return Vs Peer Group

Cumulative TSR of the Company and Cumulative TSR of the Global Agribusiness Index

 

img98390405_2.jpg 

     
Tabular List, Table

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important metrics used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows:

Net Sales
Adjusted EBITDA*
Earnings Per Share

* Adjusted EBITDA is calculated by taking the sum of net income plus stock compensation expense, depreciation and amortization, proxy costs, interest expenses (net) and the provision for income taxes.

     
Total Shareholder Return Amount $ 72 141 106 100
Peer Group Total Shareholder Return Amount 105 115 125 100
Net Income (Loss) $ 7,519,000 $ 27,404,000 $ 18,587,000 $ 15,242,000
Company Selected Measure Amount 579,371,000 609,615,000 557,676,000 458,704,000
PEO Name Eric G. Wintemute Eric G. Wintemute Eric G. Wintemute  
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Sales      
Non-GAAP Measure Description The dollar amounts reported in column (i) of Table 1 represent the amount of net sales reflected in the Company’s audited consolidated financial statements for the applicable year.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Earnings Per Share      
PEO | Adjustment to Compensation, Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,688,426) $ (1,407,292) $ (1,306,087) $ (1,392,708)
PEO | Adjustment to Compensation, Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,292,998) 1,987,165 1,931,968 1,136,361
PEO | Adjustment to Compensation, Reported Change in the Actuarial Value of Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment to Compensation, Pension Benefit Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment to Compensation, Year End Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 860,289 1,289,835 1,061,580 1,503,640
PEO | Adjustment to Compensation, Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,333,715) 859,999 144,499 (505,018)
PEO | Adjustment to Compensation, Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (361,161) 161,607 290,744 (183,806)
PEO | Adjustment to Compensation, Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 104,508 0 487,478 390,800
PEO | Adjustment to Compensation, Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (562,919) (324,276) (52,333) (69,255)
PEO | Adjustment to Compensation, Value of Dividends Etc Not Otherwise Reflected in Fair Value or Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation, Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (142,029) (157,642) (179,315) (211,566)
Non-PEO NEO | Adjustment to Compensation, Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (224,349) 244,989 272,825 176,511
Non-PEO NEO | Adjustment to Compensation, Reported Change in the Actuarial Value of Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation, Pension Benefit Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation, Year End Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 72,367 144,484 145,746 228,417
Non-PEO NEO | Adjustment to Compensation, Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (166,981) 125,605 22,097 (75,693)
Non-PEO NEO | Adjustment to Compensation, Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (54,861) 24,945 42,051 (30,040)
Non-PEO NEO | Adjustment to Compensation, Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,650 0 70,498 63,445
Non-PEO NEO | Adjustment to Compensation, Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (85,524) (50,045) (7,567) (9,618)
Non-PEO NEO | Adjustment to Compensation, Value of Dividends Etc Not Otherwise Reflected in Fair Value or Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0