DIRECTOR COMPENSATION
The following table sets forth a summary of the compensation we paid to each non-employee member of our Board in fiscal year 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in fiscal year 2024. Mr. Skonieczny is a member of our Board and currently serves as our Chief Executive Officer and therefore did not receive any additional compensation for his service as a director. The directors who were employed by American Industrial Partners voluntarily waived any compensation for their service.
|
|
|
|
|
|
|
| Name |
|
Fees earned or paid in cash ($)(1) |
|
Stock awards ($)(2) |
|
Total ($) |
| Cynthia Augustine(3) |
|
13,333 |
|
47,700 |
|
61,033 |
| Paul Bamatter(4) |
|
— |
|
— |
|
— |
| Jean Marie “John” Canan |
|
158,438 (6) |
|
115,823 |
|
274,261 |
| Dino Cusumano(4) |
|
— |
|
— |
|
— |
| David Dauch(3) |
|
— |
|
9,381 |
|
9,381 |
| Charles Dutil |
|
90,313 |
|
115,823 |
|
206,136 |
| Maureen O’Connell |
|
110,938 (6) |
|
115,823 |
|
226,761 |
| Joel Rotroff(4) |
|
— |
|
— |
|
— |
| Kathleen Steele (3) |
|
62,605 (6) |
|
87,891 |
|
150,496 |
| Randall Swift(4) |
|
— |
|
— |
|
— |
| Donn Viola (5) |
|
47,500 |
|
115,823 |
|
163,323 |
| (1) |
The amounts reported in this column represent the aggregate dollar amount of all fees paid in cash to each non-employee director in fiscal year 2024 for their service as a director, including any annual retainer fees, committee and/or chair fees. |
| (2) |
The amounts reported in this column represent the grant date fair value of RSUs granted to certain non-employee members of the Board calculated in accordance with the provisions of ASC Topic 718. The valuation assumptions used in determining such amounts are described in Notes 2 and 14 to our consolidated financial statements included in the Annual Report on Form 10-K for fiscal year 2024. |
| (3) |
Cynthia Augustine joined the board of directors on May 30, 2024, David Dauch joined the board of directors on October 11, 2024, and Kathleen Steele joined the board of directors on January 10, 2024. Each of their compensation is prorated for the fiscal year. |
| (4) |
On March 15, 2024, Paul Bamatter, Dino Cusumano, Joel Rotroff and Randall Swift resigned from the Board. |
| (5) |
On February 29, 2024, Donn Viola retired from the Board. |
| (6) |
The amounts reported reflect one-time retainers of $7,500 paid to Mr. Canan, Ms. O’Connell and Ms. Steele for their service as directors on a special committee, as discussed below. Ms. O’Connell received an additional $7,500 for her service as chair of the special committee. |
Our independent directors receive an annual retainer fee of $80,000 for their board service. The chairperson of the audit committee of our Board receives an annual fee of $22,500 for such service, the chairperson of the nominating and corporate governance committee receives an annual fee of $15,000 for such service, and the chairperson of the compensation committee receives an annual fee of $20,000 for such service (which amount was raised from $15,000 in August 2024). Other independent directors who serve on a committee of the Board receive an additional annual fee of $7,500 for their service on each committee. In fiscal year 2024, we added an annual retainer fee of $80,000 for service as independent board chair. We also had an annual retainer fee of $25,000 for service as a lead director. We ceased having an independent lead director when Mr. Canan commenced service as board chair on March 15, 2024. These fees are payable in four equal installments upon the first month of each fiscal quarter. Our former directors who were employed by our Former Sponsors waived all fees for service on our Board. Additionally, in fiscal year 2024, our directors who served on a special committee charged with considering certain potential transactions involving the Former Sponsors, including in connection with underwritten secondary public offerings of our common stock, received a one-time cash retainer payment of $7,500. The chair of this special committee received an additional one-time cash retainer payment of $7,500. This special committee ended its term as of April 15, 2024.
46
