Manitowoc Co Inc DEF 14A, filed Mar 22, 2024

Manitowoc Co Inc (MTW)

DEF 14A 2024-03-22 For: 2024-03-20

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Added on June 12, 2026

About this DEF 14A

Manitowoc Co Inc filed this DEF 14A on March 22, 2024.

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Meeting date:	Tuesday, May 7, 2024
Meeting time:	9:00 a.m. Central Daylight Time
Virtual meeting site:	www.virtualshareholdermeeting.com/MTW2024
Meeting admission:	To attend the 2024 Annual Meeting by virtual presence online, you will need your control number included on your proxy card.
Materials available:	Proxy Statement, Proxy Card and Annual Report
View Materials:	www.proxyvote.com
Request materials:	Internet: www.proxyvote.com Phone: 1-800-579-1639 Email: sendmaterial@proxyvote.com


Board's Attributes and Skills
NAME	ANNE E. BÉLEC	ROBERT G. BOHN	ANNE M. COONEY	AMY R. DAVIS	RYAN M. GWILLIM	KENNETH W. KRUEGER	ROBERT W. MALONE	C. DAVID MYERS	AARON H. RAVENSCROFT
AGE(1)	61	70	64	55	44	67	60	60	45
DIRECTOR SINCE	2019	2014	2016	2021	2024	2004	2021	2016	2020

SKILLS/QUALIFICATIONS/EXPERIENCE
BOARD OF DIRECTORS EXPERIENCE Experience as a public company board member.	●	●	●	●		●	●	●	●
CEO Experience as a public company CEO.		●				●		●	●
FINANCE AND ACCOUNTING Experience at an executive level or expertise with financial reporting, internal controls, finance companies or public accounting.	●	●		●	●	●		●	●
MANUFACTURING Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing.	●	●	●	●	●	●	●	●	●
GLOBAL EXPERIENCE Experience at an executive level overseeing international operations or working outside the U.S.	●	●	●	●	●	●	●	●	●
BUSINESS DEVELOPMENT AND STRATEGY Experience at an executive level driving strategic direction and growth of an enterprise.	●	●	●	●	●	●	●	●	●
SALES AND MARKETING Experience at an executive level with leading a sales organization or executing marketing strategies.	●	●	●	●			●	●	●
TECHNOLOGY Experience at an executive level or expertise in the use of information technology or other technology to facilitate business objectives.	●	●	●	●		●	●	●
GENDER DIVERSITY	●		●	●


Solicitation and Voting	1	Ownership of Securities	24
Who can vote?	1	Stock Ownership of Beneficial Owners of More than Five	25
How to vote	1	Percent
How to obtain meeting materials	1	Stock Ownership of Directors and Management	26
Who may attend the annual meeting by virtual presence online?	1	Non-Employee Director Compensation	27
What do I need to do to attend the 2024 Annual Meeting by virtual presence online?	2	Non-Employee Directors’ Compensation Stock Ownership Guidelines for Non-Employee Directors	27
How can I participate in the 2024 Annual Meeting?	2	Deferred Compensation Plan	27
What if I encounter technical difficulties during the 2024 Annual Meeting?	2	Compensation Discussion and Analysis	28
Proxies	2	2023 Executive Summary Introduction	28
Required Quorum	3	Risk Assessment of Compensation Practices	44
Your Broker needs your approval to vote certain matters	3	Compensation Committee Report	45
Required Vote	3	Summary Compensation Tables	46

Proposal 1 – Election of Directors	5	Post-Employment Compensation	53
Information about the Company’s Director Nominees	5
		CEO Pay Ratio	56
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP	10	Pay Versus Performance	57

Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers	11	Miscellaneous	61

Corporate Governance	12	INDEX OF FREQUENTLY REQUESTED INFORMATION
Corporate Governance Highlights	12	INDEX OF FREQUENTLY REQUESTED INFORMATION
Independence	12
Best Practices	12	I. Pay for Performance	29
Accountability	12	II. Compensation Governance	32
Risk Oversight	12	III. Executive Compensation	38
Governance of the Company	12	IV. Summary Compensation Table	46
Risk Oversight	13	V. All Other Compensation Table	47
Compensation Committee	12	VI. Grants Of Plan-Based Awards In 2023	48
		VII. Outstanding Equity Awards at 2023 Year-End	49
Shareholder Engagement	17	VIII. Option Exercises And Stock Vested In Fiscal 2023	49
Participants in Shareholder Engagement	18	IX. Non-Qualified Deferred Compensation	52
Types of Shareholder Engagement	17	X. Potential Payments Upon Termination or Change in Control	53
2023 Engagement Summary	18	XI. CEO Pay Ratio	56
Nominations of Directors	18	XII. Pay Versus Performance	57
Communications to the Board of Directors	19

Audit Committee Report	20
Independent Registered Public Accounting Firm	22


	Anne E. Bélec
	Age: 61
	Director since: 2019 Independent Director
	Manitowoc Board Committees: • Audit Committee • Compensation Committee
	Other Current Public Company Directorships: • None


	Robert G. Bohn
	Age: 70
	Director since: 2014 Independent Director
	Manitowoc Board Committees: • Corporate Governance and Sustainability Committee, Chair • Audit Committee
	Other Current Public Company Directorships: • Carlisle Companies Inc. (NYSE: CSL)


	Anne M. Cooney
	Age: 64
	Director since: 2016 Independent Director
	Manitowoc Board Committees: • Compensation Committee, Chair • Corporate Governance and Sustainability Committee
	Other Current Public Company Directorships: • Summit Materials, Inc. (NYSE: SUM) • Wesco International, Inc. (NYSE: WCC)


	Amy R. Davis
	Age: 55
	Director since: 2021 Independent Director
	Manitowoc Board Committees: • Compensation Committee • Audit Committee
	Other Current Public Company Directorships: • None


	Ryan M. Gwillim
	Age: 45
	Director since: 2024 Independent Director
	Manitowoc Board Committees: • Audit Committee
	Other Current Public Company Directorships: • None


	Kenneth W. Krueger
	Age: 67
	Director since: 2004 Independent Director
	Manitowoc Board Committees: • Non-Executive Board Chair
	Other Current Public Company Directorships: • Douglas-Dynamics, Inc. (NYSE: PLOW) • Albany-International Corporation (NYSE: AIN)


	Robert W. Malone
	Age: 60
	Director since: 2021 Independent Director
	Manitowoc Board Committees: • Compensation Committee • Corporate Governance and Sustainability Committee
	Other Current Public Company Directorships: • None


	Aaron H. Ravenscroft
	Age: 45
	Director since: 2020 President and Chief Executive Officer since 2020
	Other Current Public Company Directorships: • None


INDEPENDENCE • All director nominees, except our Chief Executive Officer, are independent • Audit, Compensation, and Corporate Governance and Sustainability Committees composed entirely of independent directors	BEST PRACTICES • Mandatory director retirement age • The Board of Directors includes three women • The Board of Directors includes a balance of longer-tenured and newer directors • Directors are engaged in continuous education and development • None of our director nominees are "overboarded" - five do not sit on any other public company Board of Directors, two sit on one other public company Board of Directors, and two sit on two other public company Board of Directors • Share ownership guidelines for Board of Directors and executives • Published Corporate Governance Guidelines, which are reviewed and evaluated at least annually • Published Global Code of Business Conduct applicable to our Board of Directors • Each Committee of our Board of Directors has a published charter that is reviewed and evaluated at least annually • Independent members of the Board of Directors meet regularly and frequently (at least four times per year) without management present • Non-Executive Board Chair • The Board of Directors and each Board Committee conducts an annual performance self-evaluation
ACCOUNTABILITY • Annual election of all members of the Board of Directors • Majority voting for members of the Board of Directors • Ability to remove members of the Board of Directors without cause • No super majority voting provisions in our Amended and Restated Articles of Incorporation or Restated By-laws • Right of shareholders holding 10% or more of our stock to call special meetings • Board Chair and Chief Executive Officer roles separated
RISK OVERSIGHT • The Board of Directors oversees the Company's overall risk-management structure • The Audit Committee assists the Board in overseeing the enterprise risk management processes, including review of strategic, operational, financial and legal compliance risks • The Board of Directors receives regular updates regarding information technology and cybersecurity risks, including controls implemented to mitigate these risks, the results of cybersecurity exercises and response readiness assessments


COMMITTEE	ANNE E. BÉLEC	ROBERT G. BOHN	ANNE M. COONEY	AMY R. DAVIS	RYAN M. GWILLIM	ROBERT W. MALONE	C. DAVID MYERS	JOHN C. PFEIFER
AUDIT COMMITTEE	ü	ü		ü	ü		Chair
COMPENSATION COMMITTEE	ü		Chair	ü		ü		ü
CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE		Chair	ü			ü	ü	ü


YEAR ENDED DECEMBER 31	AUDIT FEES	TAX FEES	ALL OTHER FEES	TOTAL FEES
2023	$1,792,600	$139,125	$5,685	$1,937,410
2022	$2,147,000	$94,000	$5,400	$2,246,400


NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	4,396,794(1)	12.4%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	2,314,905(2)	6.5%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746	2,290,664(3)	6.5%
Front Street Capital Management and Tarkio Fund 218 E. Front Street Suite 205 Missoula, MT 59802	1,925,757(4)	5.5%


NAME	NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED(1)
Anne E Bélec	39,829
Robert G. Bohn	49,796
James S. Cook	23,784
Anne M. Cooney	62,597
Amy R. Davis	18,081
Ryan M. Gwillim	0
Kenneth W. Krueger	138,401
Robert W. Malone	18,081
Leslie L. Middleton	94,261	(2)
C. David Myers	61,819
Jennifer L. Peterson	18,441	(3)
John C. Pfeifer	61,984
Aaron H. Ravenscroft	355,416	(4)
Brian P. Regan	51,557	(5)
Total of all current executive officers and directors (14 persons)	994,046	(6)


NAME	FEES EARNED OR PAID IN CASH(1)	STOCK AWARDS(2)	TOTAL
Anne E. Bélec	$97,500	$136,243	$233,743
Robert G. Bohn	$106,250	$136,243	$242,493
Anne M. Cooney	$105,000	$136,243	$241,243
Amy R. Davis	$93,750	$136,243	$229,993
Kenneth W. Krueger	$205,000	$136,243	$341,243
Robert W. Malone	$91,250	$136,243	$227,493
C. David Myers	$110,000	$136,243	$246,243
John C. Pfeifer	$95,000	$136,243	$231,243


Aaron H. Ravenscroft	President & Chief Executive Officer
Brian P. Regan	Executive Vice President & Chief Financial Officer
Leslie L. Middleton	Executive Vice President, Americas and EU Mobile Cranes
Jennifer L. Peterson	Executive Vice President, General Counsel and Secretary
James S. Cook	Executive Vice President, Human Resources


2023 PEER GROUP

Astec Industries, Inc.	Kennametal Inc	The Greenbrier Companies, Inc.

Crane Holdings, Co.	Meritor, Inc.	The Timken Company

Federal Signal Corporation	REV Group, Inc.	Trinity Industries, Inc.

Flowserve Corporation	SPX Technologies, Inc.	Wabash National Corporation

Harsco Corporation	Tennant Company

Hyster-Yale Materials Handling, Inc	Terex Corporation


DIRECTOR PAY ELEMENT	AMOUNT
Annual Retainer for Board Chair (Non-Executive)	$	125,000
Annual Retainer for Board Member	$	80,000
Annual Retainer for Lead Independent Director	$	25,000
Annual Retainer for Audit Committee Chair	$	25,000
Annual Retainer for Compensation Committee Chair	$	20,000
Annual Retainer for Governance Committee Chair	$	17,500
Annual Retainer for Audit Committee Member	$	10,000
Annual Retainer for Compensation Committee Member	$	7,500
Annual Retainer for Governance Committee Member	$	7,500
Annual Equity Grant	$	135,000


2023 Short-Term Incentive Plan
PERFORMANCE MEASURES	RATIONALE
Adjusted EBITDA (weighted 50%), which is equal to net income (loss) before interest, income taxes, depreciation and amortization, plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net.	Adjusted EBITDA is a useful measure of the Company’s annual operating performance and is commonly used by investors and research analysts to assess results.
Net Working Capital as a % of sales (weighted 30%), which is equal to net accounts receivable, plus net inventory, less accounts payable and accrues expenses divided by net sales for the year.	Net Working Capital as a % of sales is a useful measure of the Company’s working capital turnover measuring the relationship between the funds used to finance the Company’s operations and the revenues the Company generated.
ESG Metrics (weighted 20%) measures environmental sustainability, health and safety, employee engagement and equity in alignment with the Company’s core values. The actual achievement percentage is determined by the Compensation Committee following review of the annual performance of each metric against pre-established targets.	ESG incentive metrics provides a mechanism to measure and reward improvement in environmental sustainability, health & safety of the workforce and employee engagement and equity. These have been identified through shareholder engagement as key areas of interest and also align with our overall ESG strategy.


2023 Long-Term Incentive Plan
EQUITY AWARD CATEGORIES	RATIONALE
Performance Shares (50% of the targeted value of the LTIP grant) earned at the end of the three-year performance period based on the results of the three measures described below.	The benefit of performance shares is that they align the interests of executives to the interests of shareholders through longer term performance metrics and share performance.


Restricted Stock Units (50% of the targeted value of the LTIP grant) which vest in equal installments over three years, commencing on the first anniversary of the grant date.	Restricted stock units are beneficial because they are time based, vesting ratably over three years, they promote long-term retention of executive talent, and their value is tied to stock price appreciation.


ELEMENT	PURPOSE	CHARACTERISTICS
Base Salary	Establish a certain element of pay for an individual’s competencies, skills, experience, and performance relative to his or her current job	Not at risk; eligible for annual performance-based merit increase consideration and adjustments for changes in job responsibilities
Short-Term Incentives	Motivate and reward the achievement of annual goals of the Company aligned to the key strategic objectives for the year	Performance-based cash opportunity; amount earned will vary based on actual financial and non-financial results achieved
Long-Term Incentives	Motivate and reward the achievement of specific long-term financial goals and align executive compensation with shareholder value by paying long-term incentives in shares of our stock	All at risk with value driven by share price; half of the award opportunity is also performance-based with the amount realized by the executive, if any, dependent upon future financial and relative total shareholder return performance
Retirement Benefits and Deferred Compensation	Encourage long-term service with the Company by providing retirement plan contributions that can grow in value over an executive’s career and opportunities to defer compensation	Both fixed and variable aspects; contributions drive growth of funds and future payments
Perquisites and Personal Benefits	Provide additional financial security and a competitive pay package that helps attract and retain qualified executives, though perquisites are limited	Generally fixed; actual cost is based on participation and usage
Employment Agreements and Severance Benefits	Defines terms of employment, severance, and restrictive covenants; provide continuity of the leadership team leading up to and after a change in control by providing severance benefits	Specifies minimum level of benefits while employed and severance benefits in the event employment is terminated without cause or for good reason, with enhanced benefits following a change in control


NAME	2022 ($)	2023 ($)	PERCENTAGE INCREASE	REASON FOR INCREASE IN BASE SALARY
Aaron H. Ravenscroft	$900,000.00	$950,000.00	5.3%	Alignment with market median
Brian P. Regan	$464,000.00	$533,600.00	13.0%	Alignment with market median
Leslie L. Middleton	$457,840.00	$525,000.00	12.8%	Alignment with market median
Jennifer L. Peterson	$389,000.00	$427,900.00	9.1%	Alignment with market median
James S. Cook	$300,000.00	$390,000.00	23.1%	Reflects promotion to Executive Vice President, Human Resources


NEO	2022 TARGET STIP (% OF BASE SALARY)	2023 TARGET STIP (% OF BASE SALARY)	% Change	REASON FOR CHANGE
Aaron H. Ravenscroft	100%	110%	10%	Alignment with market median
Brian P. Regan	75%	75%	0%
Leslie L. Middleton	60%	70%	17%	Alignment with market median
Jennifer L. Peterson	50%	65%	30%	Alignment with market median
James S. Cook	50%	65%	30%	Reflects promotion to Executive Vice President, Human Resources


	THRESHOLD	TARGET	MAXIMUM		RESULTING AWARD AS
MEASURE (WEIGHTING)	(50% Payout)	(100% Payout)	(200% Payout)	2023 ACTUAL	% OF WEIGHTED TARGET
Adjusted EBITDA (50%)1,2	$112M	$145M	$173M	$175.3M	100.0%
Net Working Capital as % of Sales (30%)3	23.4%	21.4%	19.4%	21.9%	26.25%
ESG Metrics (20%)	ESG Goals: Environmental, Safety & Workforce Engagement				30.0%
Total Payout as a Percent of Target					156.25%


NEO	2022 TARGET LTIP VALUE	2023 TARGET LTIP VALUE	% Change	REASON FOR CHANGE
Aaron H. Ravenscroft	$3,500,000	$3,800,000	9%	Alignment with peer group median
Brian P. Regan	$612,000	$900,000	47%	Alignment with peer group median
Leslie L. Middleton	$600,000	$750,000	25%	Alignment with peer group median
Jennifer L. Peterson	$415,000	$575,000	39%	Alignment with peer group median
James S. Cook	$63,000	$475,000	654%	Reflects promotion to Executive Vice President, Human Resources


Award Type (Weighting)	Performance Measure	Performance/Vesting Period

Performance Shares (50%)	▪ Adjusted EBITDA Percent (60% weighting) ▪ Total Non-New Machine Sales over a three-year period (40% weighting) ▪ Relative TSR applied as a modifier of +/-20% up to 200% achievement as compared to the Russell 2000 Index. If absolute TSR is negative, the modifier cannot increase the payout.	Performance measured over three-year performance period ending on December 31, 2025 for Average Adjusted EBITDA percent, Non-New Machine Sales, and Relative TSR; performance share awards vest on the third anniversary of the grant date in accordance with achievement of performance measures.
Restricted Stock Units (50%)	Not Applicable	Three-year ratable vesting (33.33% per year), commencing on the first anniversary of the grant date.


PERFORMANCE LEVEL	THREE-YEAR AVERAGE ADJUSTED EBITDA PERCENT (60% Weighting)	THREE-YEAR TOTAL NON-NEW MACHINES SALES (40% Weighting)	AWARD PAYOUT (AS A % OF TARGET)
Maximum	9.1%	$1,850M	200%
Target	7.1%	$1,700M	100%
Threshold (no payouts below this level)	6.1%	$1,500M	50%


PERFORMANCE PERCENTILE RANK	LTI PAYOUT MODIFICATION
Above 75th Percentile	20%
60th to 75th Percentile	10%
40th to 60th Percentile	No Change
25th to 40th Percentile	(10)%
Below 25th Percentile	(20)%


METRIC	TIERS	ACTUAL PERFORMANCE	WEIGHTED AWARD PAYOUT
Year Ending 2023 3-Year Average Adjusted EBITDA Percent (60% Weighting)	Threshold: 4.6% Target: 6.15% Maximum: 7.7%	7.2%	101.4%
Year Ending 2023 Non-New Machine Sales (40% Weighting)	Threshold: $406M Target: $432M Maximum: $536M	$612.7M	80.0%
Relative TSR (Modifier)	Above 75th Percentile: +20% 60th to 75th Percentile: +10% 40th to 60th Percentile: no change 25th to 40th Percentile: -10% Below 25th Percentile: -20%	63.8 percentile	10% increase
Payout (as a % of Target)			199.6%


NAME AND PRINCIPAL POSITION	YEAR	SALARY	STOCK AWARDS(1)	NON-EQUITY INCENTIVE PLAN COMPENSATION (2)	ALL OTHER COMPENSATION (3)	TOTAL
Aaron H. Ravenscroft	2023	$944,231	$3,970,760	$1,632,813	$150,404	$6,698,208
President & Chief Executive Officer	2022	$886,538	$3,484,556	$920,700	$284,676	$5,576,471
	2021	$800,000	$2,500,009	$1,535,200	$117,569	$4,952,778
Brian P. Regan	2023	$525,569	$940,453	$625,313	$65,427	$2,156,762
Executive Vice President & Chief Financial Officer	2022	$396,330	$609,314	$356,004	$82,306	$1,443,953

Leslie L. Middleton	2023	$517,251	$783,709	$574,219	$52,722	$1,927,900
Executive Vice President, Americas and EU Mobile Cranes	2022	$448,438	$597,363	$281,002	$75,280	$1,402,083
	2021	$388,032	$750,014	$446,743	$40,738	$1,625,527
Jennifer L. Peterson	2023	$423,411	$600,847	$434,586	$34,381	$1,493,225
Executive Vice President, General Counsel and Secretary	2022	$327,930	$220,031	$198,974	$34,535	$781,470

James S. Cook	2023	$379,615	$496,351	$396,094	$49,454	$1,321,514
Executive Vice President, Human Resources


NAME	YEAR	COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLAN(1)	INSURANCE PREMIUMS(2)	CAR ALLOWANCE	COMPANY CONTRIBUTIONS UNDER DEFERRED COMPENSATION PLAN(3)	OTHER(4)	TOTAL
Aaron H. Ravenscroft	2023	$19,800	$796	$12,000	$98,235	$19,572	$150,404
	2022	$27,450	$796	$12,000	$205,756	$38,674	$284,676
	2021	$17,400	$792	$12,000	$48,928	$38,449	$117,569
Brian P. Regan	2023	$19,800	$301	$10,800	$34,526	$0	$65,427
	2022	$27,450	$0	$7,200	$39,701	$7,955	$82,306

Leslie L. Middleton	2023	$19,800	$1,240	$10,800	$20,882	$0	$52,722
	2022	$27,450	$1,240	$10,800	$35,790	$0	$75,280
	2021	$17,400	$1,033	$10,800	$11,505	$0	$40,738
Jennifer L. Peterson	2023	$19,800	$272	$10,800	$0	$3,509	$34,381
	2022	$27,450	$0	$4,500	$0	$2,585	$34,535

James S. Cook	2023	$19,800	$211	$10,800	$11,321	$7,322	$49,454


			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS			ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS			ALL OTHER SHARE AWARDS: NUMBER OF SHARES OF	GRANT DATE FAIR VALUE OF STOCK AND
NAME	AWARD TYPE (1)	GRANT DATE	THRESHOLD ($)(2)	TARGET ($)(2)	MAXIMUM ($)(2)	THRESHOLD (#)(3)	TARGET (#)(3)	MAXIMUM (#)(3)	STOCK OR UNITS (#)(4)	OPTION AWARDS(5)
Aaron H. Ravenscroft	STIP		$522,500	$1,045,000	$2,090,000
	PSU	2/8/2023				59,191	118,381	236,762		$1,900,015
	RSU	2/8/2023							147,384	$2,070,745
Brian P. Regan	STIP		$200,100	$400,200	800,400
	PSU	2/8/2023				14,019	28,038	56,076		$450,010
	RSU	2/8/2023							34,907	$490,443
Leslie L. Middleton	STIP		$183,750	$367,500	$735,000
	PSU	2/8/2023				11,683	23,365	46,730		$375,008
	RSU	2/8/2023							29,089	$408,700
Jennifer L. Peterson	STIP		$139,068	$278,135	556,270
	PSU	2/8/2023				8,957	17,913	35,826		$287,504
	RSU	2/8/2023							22,302	$313,343
James S. Cook	STIP		$126,750	$253,500	$507,000
	PSU	2/8/2023				7,399	14,798	29,596		$237,508
	RSU	2/8/2023							18,423	$258,843


	OPTION AWARDS(1)(2)				STOCK AWARDS(1)(3)
NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE	OPTION EXERCISE PRICE $(5)	OPTION GRANT DATE	OPTION EXPIRATION DATE	NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#)	MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($)(6)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(7)(8)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(6)
Aaron H. Ravenscroft	24,753	$17.40	3/28/2016	3/28/2026
	20,205	$25.68	2/22/2017	2/22/2027
	17,760	$32.98	2/20/2018	2/20/2028
	22,247	$18.40	2/27/2019	2/27/2029
	39,063	$12.37	2/26/2020	2/26/2030
					238,059	$3,973,205	549,420	$9,169,815
Brian P. Regan	4,172	$18.40	2/27/2019	2/27/2029
					49,364	$823,882	103,249	$1,723,223
Leslie L. Middleton	10,025	$17.40	3/28/2016	3/28/2026
	4,490	$25.68	2/22/2017	2/22/2027
	4,809	$32.98	2/20/2018	2/20/2028
	6,953	$18.40	2/27/2019	2/27/2029
					47,797	$797,726	117,285	$1,957,482
Jennifer L. Peterson	1,721	$32.98	2/20/2018	2/20/2028
	1,752	$18.40	2/27/2019	2/27/2029
					32,465	$541,833	43,283	$722,399
James S. Cook	0	$0.00
					21,117	$352,443	39,083	$652,301


NAME	GRANT DATE	VESTING DATE	NUMBER OF UNITS/AWARDS
Aaron H. Ravenscroft	2/24/2021	2/24/2024	24,597
	2/18/2022	2/18/2024	33,039
		2/18/2025	33,039
	2/8/2023	2/8/2024	49,128
		2/8/2025	49,128
		2/8/2026	49,128
Brian P. Regan	2/24/2021	2/24/2024	2,903
	2/18/2022	2/18/2024	5,777
		2/18/2025	5,778
	2/8/2023	2/8/2024	11,635
		2/8/2025	11,636
		2/8/2026	11,636
Leslie L. Middleton	2/24/2021	2/24/2024	7,379
	2/18/2022	2/18/2024	5,664
		2/18/2025	5,664
	2/8/2023	2/8/2024	9,696
		2/8/2025	9,696
		2/8/2026	9,697
Jennifer L. Peterson	2/24/2021	2/24/2024	620
	2/18/2022	2/18/2024	755
		2/18/2025	756
	5/20/2022	5/20/2024	4,016
		5/20/2025	4,016
	2/8/2023	2/8/2024	7,434
		2/8/2025	7,434
		2/8/2026	7,434
James S. Cook	2/24/2021	2/24/2024	806
	2/18/2022	2/18/2024	944
		2/18/2025	944
	2/8/2023	2/8/2024	6,141
		2/8/2025	6,141
		2/8/2026	6,141


NAME	INCENTIVE PLAN UNDER WHICH PERFORMANCE SHARES GRANTS	DATE OF EXPIRATION OF PERFORMANCE PERIOD	VESTING DATE	NUMBER OF SHARES
Aaron H. Ravenscroft	2021 LTIP	12/31/2023	2/24/2024	131,872
	2022 LTIP	12/31/2024	2/18/2025	180,786
	2023 LTIP	12/31/2025	2/8/2026	236,762
Brian P. Regan	2021 LTIP	12/31/2023	2/24/2024	15,561
	2022 LTIP	12/31/2024	2/18/2025	31,612
	2023 LTIP	12/31/2025	2/8/2026	56,076
Leslie L. Middleton	2021 LTIP	12/31/2023	2/24/2024	39,563
	2022 LTIP	12/31/2024	2/18/2025	30,992
	2023 LTIP	12/31/2025	2/8/2026	46,730
Jennifer L. Peterson	2021 LTIP	12/31/2023	2/24/2024	3,323
	2022 LTIP	12/31/2024	2/18/2025	4,134
	2023 LTIP	12/31/2025	2/8/2026	35,826
James S. Cook	2021 LTIP	12/31/2023	2/24/2024	4,321
	2022 LTIP	12/31/2024	2/18/2025	5,166
	2023 LTIP	12/31/2025	2/8/2026	29,596


	STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)(2)	VALUE REALIZED ON VESTING ($)(3)
Aaron H. Ravenscroft	79,991	$1,388,406
Brian P. Regan	12,843	$222,097
Leslie L. Middleton	19,980	$351,822
Jennifer L. Peterson	8,250	$137,486
James S. Cook	2,775	$48,576