UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dated:  March 24, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 9, 2023:

This notice of annual meeting of shareholders, the accompanying proxy statement and the Company’s 2023 Annual Report to Shareholders are also available at: www.proxydocs.com/PLPC.  This notice, the accompanying proxy statement and form of proxy card are being distributed or made available on or about March 24, 2023.

Preformed Line Products Company

Preformed Line Products Company

Our Board of Directors is sending you this proxy statement to ask for your vote as a Preformed Line Products Company shareholder on the matters to be voted on at the annual meeting of shareholders.    We intend to hold the Annual Meeting in person, on Tuesday, May 9, 2023, at our Company’s headquarters, 660 Beta Drive, Mayfield Village, Ohio 44143.  The health and well-being of our employees and shareholders are a high priority, and we are sensitive to the public health and travel concerns our shareholders may have related to the ongoing COVID-19 pandemic.  Accordingly, if we determine that it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting, which may include a change in venue or holding the meeting solely by means of remote communication.  We will announce any such change and the details on how to participate by press release, and in a filing with the Securities and Exchange Commission.  In addition, for your safety and ours, we ask that you register your planned in-person attendance with us at least ten business days prior to the meeting, by communicating with Carrie Vaccariello, by email (cvaccariello@preformed.com) or mail (660 Beta Drive, Mayfield Village, OH 44143).  In addition, an admission ticket, as well as matching photo identification, are necessary to gain entrance to the secure area of our headquarters building where the meeting will be held.

Annual Report.  A copy of our Annual Report to Shareholders for the fiscal year ended December 31, 2022 is enclosed with this proxy statement.

Solicitation of Proxies.  Our Board of Directors is making this solicitation of proxies and the Company will pay the cost of the solicitation.  In addition to solicitation of proxies by mail, our employees may solicit proxies by telephone, facsimile or electronic mail.

Proxies; Revocation of Proxies; Voting Instructions.  If you are a shareholder of record, the shares represented by your signed and returned proxy will be voted in accordance with the instructions as indicated on your proxy.  In the absence of any such instructions, they will be voted to (a) elect the director nominees set forth under “Election of Directors”, (b) to hold an advisory vote on the compensation of the Company’s Named Executive Officers, (“NEOs”), (c) to hold an advisory vote on the frequency of an advisory shareholder vote on the compensation of the Company’s Named Executive Officers; and (d) to ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered accounting firm for the fiscal year ending December 31, 2023.  Your presence at the annual meeting of shareholders will not revoke your proxy.  However, you may revoke your proxy at any time before it has been exercised by signing and delivering a later-dated proxy or by giving notice to us in writing at our address indicated on the attached Notice of Annual Meeting of Shareholders by May 9, 2023, or in the open meeting.

If you hold shares through an account with a bank or broker, banks and brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters.  The ratification of the appointment of EY as the Company’s independent registered public accounting firm is considered a routine matter for which banks and brokers may vote without specific instructions from their customers, but banks and brokers do not have the authority to vote for the election of directors, the compensation paid to the Named Executive Officers or the frequency of an advisory shareholder vote on the compensation paid to the Named Executive Officers.  As such, if you own your shares through a bank or broker and do not provide specific voting instructions to the bank or broker or do not obtain a proxy to vote those shares, then your shares will not be voted on this matter (“broker non-votes”).

Voting Eligibility.  Only shareholders of record at the close of business on the record date, March 10, 2023, are entitled to receive notice of the annual meeting of shareholders and to vote the common shares that they held on the record date at the meeting.  On the record date, our voting securities outstanding consisted of 4,949,274 common shares, $2 par value, each of which is entitled to one vote at the meeting.

Quorum.  Shareholders, present in person or by proxy and entitled to vote at the meeting, holding shares entitling them to exercise a majority of the voting power of the Company are necessary to constitute a quorum at the meeting. Abstaining votes and broker non-votes will be counted as “present” for purposes of determining whether a quorum has been achieved at the meeting.

Voting Required.  The vote required to approve each proposal is as follows:  

If any other matter properly comes before the meeting, the persons named in the proxy will vote thereon in accordance with their judgment.  We do not know of any other matters that will be presented for action at the meeting and we have not received any timely notice that any of our shareholders intend to present a proposal at the meeting.  If any other matters are considered at the meeting, they would require for approval the affirmative vote of a majority of the shares entitled to vote and represented at the meeting in person or by proxy.

The following table shows the amount of the Company’s common shares beneficially owned as of March 10, 2023 by (a) the Company’s directors, (b) each other person known by the Company to own beneficially 5% or more of the outstanding common shares, (c) the Company’s named executive officers (NEOs), and (d) the Company’s executive officers and directors as a group.  Except as noted below, the mailing address for each of the beneficial owners listed below is c/o Preformed Line Products Company, 660 Beta Drive, Mayfield Village, Ohio 44143.

Environmental, Social, and Human Capital Principles and Practices

The Company is committed to investing and maintaining principles and practices that support and promote sound environmental and social goals.

Employees.  The Company believes that its greatest asset is its employees.  As such, the Company makes protecting employees a top priority.  Throughout the COVID-19 pandemic, the Company was successful with proactive measures to protect the health and safety of its employees and to maintain business continuity.  The Company continues to assess all challenges related to COVID-19 as well as other public health concerns and regularly updates its employees.

Additionally, the Company has always had health and safety as a core value.  Executive level attention given to incident follow up and preventative continuous improvement programs demonstrate the Company’s priority on safety beyond local governmental requirements.  The Company’s network of safety leaders at each of the manufacturing sites regularly share risk assessments and best practice policies along with latest safety equipment across the globe.  The Company’s health and safety culture engages and empowers its employees to take responsibility for their actions and the health and safety of not only themselves but also of their coworkers. With focus, the Company’s teams have implemented over 1,400 safety improvements in 2022 driving reduction in lost time injuries (“LTI”) per 100 from 2.4 down to 1.3 over the last five years. Additionally, several sites have achieved ISO-45001: Occupational Health and Safety Management System certification.

Finally, the Company’s goal is to create a work environment that enables employees to perform in an environment where they feel respected and valued. As a global company with employees in 20 countries, the Company values its broad diversity of cultures, ethnicities, races, languages, religions, sexual and gender orientations and is committed to cultivating a diverse, open and inclusive work environment.   Workplace satisfaction is a key to attracting and retaining employees. The Company has built a culture where integrity and honesty guide the decision-making process, while promoting a culture of learning and talent development through tuition reimbursement, training, wellness programs, flexible benefits, and competitive compensation.  

Community Involvement.  The Company has always supported numerous charitable organizations and promotes community involvement. It makes donations to various organizations and encourages employees to do the same by offering matching donations. The Company shares its successes with the communities in which it operates at both a corporate and local level. Donations and investments in enhancing the lives of the people within the communities it impacts are an integral part of who the Company is and how it intends to represent its values.  

Corporate Social Responsibility.  The Company is committed to supporting environmental, social and governance (ESG) initiatives and to its efforts toward being a responsible and sustainable contributor to the environment, its employees, and the communities in which it operates. The Company is committed to reducing harmful air emissions and, improving gas, electric and water usage efficiency while implementing alternative energy sources. The Company’s locations are also focused on efforts to reduce its waste, water and energy consumption through the implementation of programs such as pollution prevention, recycling waste materials in both manufacturing and office facilities, reducing solid waste disposal, reducing harmful air emissions, and implementing alternative energy sources. An example of this commitment is through solar power installations at some of the Company’s locations around the globe, including a new solar carport with multiple electric vehicle (EV) charging stations at the Company’s corporate headquarters. The Company has also installed more efficient LED lighting at many of its operations to further reduce energy usage. Some locations have also achieved the ISO-14001: Environmental Management Systems Certification.  

Products.  The Company is committed to protecting wildlife by working with utility companies to design and manufacture wildlife protection products that aid in reducing wildlife mortalities from interaction with electric power distribution lines, structures, and equipment. The Company’s Wildlife Protection line of products includes the BIRD-FLIGHT™ Diverter, RAPTOR PROTECTOR™ Platform and a Squirrel Deterrent System.  The Company is also committed to partnering with all customers to develop innovative products, technologies, and services that meet their needs while mitigating risk to the environment and natural resources. This is evident through the Company’s commitment to supporting fiber-optic connectivity, which is more energy efficient than copper cable. The Company's product offerings further enhance global climate sustainability by bolstering grid reliability and efficiency, strengthening resilience to climate events, enabling transitions to renewable energy and upgrading aging infrastructure.

Code of Conduct

The Company believes that high ethical standards are conducive to long-term performance and, as such, all Board members, officers and employees are subject to the Company’s Code of Conduct, which is available on the Company’s website www.plp.com in the “About Us” section.  The Company will disclose any waivers granted under the Code of Conduct that are required to be disclosed in such section of the website as well.

Board Leadership

The Company’s leadership begins with the Board, where the Company has one individual, Robert G. Ruhlman, who serves as both Principal Executive Officer (President and Chief Executive Officer) and Chairman of the Board.  Mr. Ruhlman’s dual responsibility is appropriate given the Company’s size and history.  Mr. Ruhlman has led the Company for the past 19 years as both CEO and Chairman.  As such, he has thorough, specialized knowledge regarding the strategic challenges and opportunities facing the Company.  Mr. Ruhlman is supported by independent directors who play pivotal roles.  The Board has no policy that requires the separation or combination of the CEO and Chairman roles and may reconsider the leadership structure from time to time.  Additionally, the Board does not have a lead independent director.  The Board believes that the Board’s role in risk oversight does not affect this leadership structure.

Board’s Role in Risk Oversight

The Company believes taking measured and informed risks is an important element of its strategy.  The Board maintains an active role in the Company’s risk oversight to identify and mitigate broader systematic risks.  All material transactions and decisions are presented to the Board, and the Board engages in active discussions, challenging management while using its experiences to improve the Company.  The Board has a depth of risk management experience, including one Board member with over 30 years of experience as an insurance broker.  The Board members frequently have discussions with members of management outside of the meetings and have the authority to call on experts where appropriate.  Additionally, in accordance with the Audit Committee Charter, the Audit Committee reviews and discusses with management and the Company’s independent auditor, the Company’s (i) significant exposures (whether financial, operating or otherwise), and (ii) risk assessment and risk management policies.  The Audit Committee also has responsibility for oversight of cybersecurity risks.  The Compensation Committee monitors the risks that may be created through the Company’s compensation programs.  

Board Composition

In accordance with the Company’s Amended and Restated Code of Regulations, the maximum number of directors is nine, and the Company currently has nine directors.  The Board of Directors is classified into two classes composed of four and five members each, with both classes serving staggered two-year terms.  The next section sets forth an overview of each current Board member including a description of the particular experiences, qualifications, attributes and skills of the directors that led to the conclusion that each should serve as a director.  

Four of the Company’s directors, Ms. Maegan A. R. Cross, Mr. Matthew D. Frymier, Mr. Richard R. Gascoigne and Mr. Robert G. Ruhlman, are serving terms that expire at this year’s annual meeting of shareholders and have been nominated by the Board of Directors upon the recommendation of a majority of the Company’s independent directors, for re-election at the meeting to a term that expires in 2025.  At the annual meeting of shareholders, the shares represented by proxies, unless otherwise specified, will be voted for these four nominees.

If, for any reason, any of the nominees are not a candidate when the election occurs (which is not expected), the Board of Directors expects that proxies will be voted for the election of a substitute nominee designated by the Board.  Five directors, Mr. Glenn Corlett, Mr. Michael Gibbons, Mr. R. Steven Kestner, Mr. J. Ryan Ruhlman, and Mr. David C. Sunkle, are currently serving terms that expire in 2024.  The following information is furnished with respect to each person nominated for election as a director and the directors continuing in office.

The Board recommends that you vote “FOR” the following nominees:

The terms of the current directors below will not expire at the 2023 annual meeting.

The Board has determined that Messrs. Corlett, Frymier, Gascoigne, Gibbons and Kestner are independent under the NASDAQ’s corporate governance rules.  In the opinion of the Board, Mr. Kestner’s affiliation with Baker & Hostetler LLP, a law firm that regularly provides legal services to the Company, does not interfere with Mr. Kestner’s exercise of independent judgment in carrying out his duties as a director of the Company.

Nominating Committee

The Board does not have a Nominating Committee nor any charter with respect to nominations.  However, pursuant to NASDAQ corporate governance rules, any Board nominees must be recommended for Board selection by a majority of the Company’s independent directors.  The independent directors are responsible for ensuring that the members of the Board of Directors possess a variety of knowledge, experience and capabilities derived from substantial business and professional experience, based on an assessment of numerous factors such as age and understanding of and experience in manufacturing, technology, finance and marketing.  The Board considers whether potential candidates will satisfy the independent standards for the Board, Audit Committee and Compensation Committee.  Additionally, nominees for the Board of Directors should be committed to enhancing long-term shareholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity.  Finally, the Board welcomes nominees with diverse backgrounds, not only in gender and ethnicity, but also in particular experience such as banking, international business, government, and health care.  To this end, the independent directors rely on their networks of contacts to compile a list of potential candidates, and may also consider qualified candidates suggested by officers, employees, shareholders and others, using the same criteria to evaluate all candidates.  While the Board considers diversity in its evaluation of candidates and is committed to expanding the Board’s diversity, the Board does not have a policy specifically focused on the consideration of diversity.

The independent directors will also consider nominees for election to the Board from shareholders. To recommend a prospective nominee, submit the candidate’s name and qualifications to Caroline Vaccariello, General Counsel and Corporate Secretary, in writing to the following address: 660 Beta Drive, Mayfield Village, Ohio, 44143.

Audit Committee

The Board of Directors has appointed an Audit Committee, comprised of Messrs. Gibbons (chairman), Corlett, Frymier and Gascoigne, each of whom qualifies as independent for audit committee purposes under the NASDAQ rules.  The Board of Directors has determined that Michael E. Gibbons is an audit committee financial expert and that each member meets the requirements under the NASDAQ rules regarding the ability to read and understand financial statements.

The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility relating to corporate accounting, reporting practices of the Company, and the quality and integrity of the financial reports and other financial information provided by the Company to the NASDAQ, the Securities and Exchange Commission or the public.  The Audit Committee also engages the independent registered public accountants for the Company, reviews with the independent registered public accountants the plans and results of audit engagements, preapproves all professional services provided by the independent registered public accountants including audit and non-audit-related services, reviews the independence of the independent registered public accountants, approves the range of audit and non-audit fees, reviews the independent registered public accountants’ management letters and management’s responses, reviews with management its conclusions about the effectiveness of the Company’s disclosure controls and procedures, and reviews significant accounting or reporting changes.  Management does not approve professional services provided by the independent public accountants for audit and non-audit-related services.  The Audit Committee is governed by a written charter, which is available on the Company’s website www.plp.com.

Compensation Committee

The Board of Directors has appointed a Compensation Committee, comprised of Messrs. Corlett (chairman), Frymier, Gascoigne and Gibbons, each of whom qualifies as independent under the NASDAQ rules.  The Compensation Committee administers the Company’s executive compensation program and as such, is responsible for reviewing all aspects of the compensation program for the Company’s executive officers.  The Compensation Committee meets at scheduled times during the year – no less than twice – and has the authority to consider and take action by written consent.  The Compensation Committee Chairman reports on Compensation Committee actions and recommendations at the Company’s Board meetings.  In order to meet its responsibilities, the Compensation Committee has the authority to delegate certain of its responsibilities to subcommittees and/or officers where necessary and consistent with applicable law and to retain consultants.  The Compensation Committee is governed by a written charter, which is available on the Company’s website www.plp.com.  See “Compensation Discussion and Analysis” for the role of the President and Chief Executive Officer in compensation matters.

The Compensation Committee’s primary objective with respect to executive compensation is to establish programs that attract and retain key officers and managers and align their compensation with the Company’s overall business strategies, values, and performance.  To this end, the Compensation Committee has established, and the Board of Directors has endorsed, an executive compensation philosophy to compensate executive officers based on their responsibilities and the Company’s overall annual and long-term performance, which is outlined under “Directors and Executive Officers Compensation.”

Board Diversity

The Board Diversity Matrix sets forth information about the diversity of the Board of Directors in accordance with the recently adopted NASDAQ board diversity disclosure rules. Each of the categories listed below has the meaning as used in NASDAQ Rule 5605(f).

Each Board member brings an array of perspectives and skills to the board. Although the Company has not adopted a formal diversity policy for the Board of Directors, the Company will consider future director candidates for the value they contribute as women and/or as members of underrepresented minorities or the LGBTQ+ community and seek to enhance the Board’s diversity in this regard.

Meetings

In 2022, the Board of Directors held twelve meetings.  In 2022, the Audit Committee held four meetings and the Compensation Committee held four meetings.  All of the directors attended at least 75% of the total of meetings held by the Board of Directors and all committees on which the director served.  The directors are expected to attend the Company’s annual meeting of shareholders, and all the directors attended last year’s annual meeting of shareholders.

In accordance with its charter, the Audit Committee assists the Board of Directors in fulfilling its responsibility relating to corporate accounting, reporting practices of the Company, and the quality and integrity of the financial reports and other financial information provided by the Company to NASDAQ, the Securities and Exchange Commission or the public.  Management is responsible for the financial statements and the reporting process, including the system of internal controls.  The independent registered public accountants are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles.  The Audit Committee is comprised of four directors who are not officers or employees of the Company and are “independent” under the current NASDAQ rules.

In discharging its oversight responsibility as to the audit process, the Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2022, with the Company’s management.  The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements and related schedules with US generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), including PCAOB Auditing Standard No. 1301, Communications with Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations.  In addition, the Audit Committee has discussed with the independent auditor the firm’s independence from the Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent auditors’ independence.

Based on the above-referenced review and discussions with management and the independent auditors, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements and management’s assessment of effectiveness of the Company’s internal control over financial reporting be included in its Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission.

The Company’s policies and overall actual compensation practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.  Generally speaking, the compensation policies are consistent for all business units of the Company.  Additionally, incentives are not designed to, and do not, create risks that are reasonably likely to have a material adverse effect on the Company as the incentives generally reward growth and profitability.  The Company’s various bonus programs are based on consistent growth of the Company, relying, for example, on the total return on investment, or including language that requires any increases in sales to be on appropriate and consistent margins.  As such, they do not encourage employees to take risks in order to receive incentive compensation, nor are they reasonably likely to have a material adverse effect on the Company.

The Company has a policy against short sales of the Company’s securities and hedging transactions or financial investments involving the Company’s securities, including prepaid variable forward contracts, equity swaps, collars and exchange funds. This policy applies to all directors, officers and certain designated employees.

Compensation Discussion and Analysis

Highlights of the Compensation Program

Role of the Compensation Committee

The Compensation Committee (the “Committee”) administers the Company’s executive compensation programs.  The Committee’s primary role is to oversee the Company’s compensation and benefit plans and policies for its elected executive officers, including the executive officers listed in the Summary Compensation Table below (“NEOs”) who are the Company’s principal executive officer (Robert G. Ruhlman, Chairman, President and Chief Executive Officer), principal financial officer (Andrew S. Klaus, Chief Financial Officer) and the three other most highly compensated executive officers.  The Committee reviews and approves all executive compensation decisions relating to the officers, including all NEOs.

In the performance of its duties, the Committee has the authority to allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to a committee formed for that purpose, subject to approval from the entire Board.  Additionally, the Committee may select and appoint outside consultants to assist it.

Philosophy of the Compensation Program

The philosophy of the Committee is to provide a compensation program that will attract, motivate and retain key members of the leadership team in order to give the Company a competitive advantage while ensuring the success and growth of the Company.  The compensation program should ensure that a significant portion of compensation directly relates to the Company’s performance by tying annual cash bonus and long-term incentive awards to Company performance.  The compensation program is intended to motivate the officers to enable the Company to achieve its short-term and long-term business goals.  The Committee has three goals to guide it in this endeavor: (a) compensation paid to officers should align with the performance of the Company on both a long- and short-term basis; (b) compensation should be competitive within the employment environment; and (c) compensation should reward officers for meeting performance targets.

Compensation Program

The Committee strives to craft a compensation program that pays the officers at competitive levels reflective of their individual responsibilities while maintaining consistency and pay equity among the individual officers.  The Committee conducts an annual review of the compensation program, as well as changes in the overall composition of the management team and the responsibilities of the individual officers, to ensure that the compensation is competitive within the market, supports retention objectives and is internally equitable.  Reliance upon various tools, and the findings from such tools, assists the Committee in its analysis, and leads to decisions regarding the mix of the various compensation elements to be included.  Additionally, the cost of the compensation program is considered, in recognition that the optimal compensation program motivates employees to improve Company results on a cost-effective basis.  Typically, the Committee finalizes compensation elements for a calendar year in December of the prior year.

Tools and Findings from Analysis.  The Committee relies upon several tools to analyze the compensation program internally and within the competitive landscape.  Historically, these tools have been outside data compiled by various consultants, tally sheets detailing overall compensation packages for each individual officer and discussions with the CEO regarding performance levels and goals.  The Committee also considers the results of the most recent non-binding advisory “say on pay” vote of the Company’s shareholders on executive compensation.

Consultant.  The Committee has the authority to retain its own advisor.  For 2022, the Committee did not retain an advisor.

External Data.  The Committee generally strives to compensate the officers at median within a few years of service.  The Committee generally relies upon various independent surveys, which are matched to specific positions with similar functional descriptions as those for the officers.  The Committee reviews surveys primarily to gain perspective on how the Company’s executive compensation compares to other similarly-sized companies so that it can assess whether the Company’s pay levels are generally competitive and represent a reward for strong performance.  For 2022, the Committee utilized the Willis Towers Watson annual compensation level survey.  Using this independent survey, the Committee analyzed the compensation paid to officers, including the CEO, compared against the compensation paid to executives holding equivalent positions in the peer classification group, consisting of surveyed manufacturers of durable goods with employment levels of between 1,000 and 4,999 (the “Peer Group”).  The survey did not include any revenue limitations as using such limitations would have resulted in a peer group that was too small to be statistically relevant.  The Committee reviews base salary and total compensation at the 25^th, median and 75th percentile levels to highlight where the Company’s compensation is relative to peers for competitive purposes and considers the individual’s experience and performance and the Company’s results.  For 2022, the officers, including the CEO, were near the median when reviewing base salary alone.  

The Committee also reviews total cash compensation, which included salary and the maximum available bonus for the officers and compares that data with the Peer Group data.  The Committee does not engage in specific benchmarking when comparing total compensation to the Peer Group because this peer group is not tailored to the Company’s size and a significant portion is tied to the Company’s performance, which can cause a great variation relative to the amounts paid by comparable companies with different performance results.  As a result, the Committee considers the total compensation paid by other companies in the Peer Group to ensure that the Company’s pay is competitive and to assess whether its payout levels for strong performance represent an incentive to achieve such performance. For 2022, total compensation of the officers was found to align near the median depending on the actual payout to be achieved.

Results of 2020 Say on Pay Vote and the Say on Frequency Vote. The 2020 annual meeting included a non-binding advisory “say on pay” vote on executive compensation. Although this vote was non-binding, the Board of Directors and the Committee value the opinions of the shareholders and consider the outcome of this vote when making compensation decisions for the Company’s NEOs.  The Company’s compensation program received an affirmative vote from over 82% of the Company’s common shares who voted at the 2020 annual meeting and the Board and the Committee have considered this perspective with respect to executive compensation decisions.  At this year’s annual meeting, the Company’s shareholders are being asked to cast a non-binding advisory “say-on-pay” vote on executive compensation and a non-binding advisory “say-on-frequency” vote regarding the frequency at which the Company will ask its shareholders to provide the advisory vote on executive compensation.

Discussions with the CEO.  The CEO performs a yearly evaluation of the performance of each officer (other than the CEO).  The CEO’s assessment of each officer’s individual performance forms the basis for the proposed compensation levels of each officer (other than the CEO), considering the information derived from the Willis Towers Watson survey.  The CEO provides an evaluation for each officer (other than the CEO) that includes his recommendations for salary adjustments for the subsequent year to the Committee, which weighs these recommendations in determining salary levels of the officers (other than the CEO).

Compensation Elements.  The Company recognizes that its success depends, in large part, on a leadership team with the skills and commitment necessary to successfully manage a global organization.  The compensation program assists in achieving this objective by relying on the elements of compensation detailed below.  Certain elements are designed to enable the Company to attract and retain the officers with the skills to anticipate and respond to the market, while other elements are intended to motivate the officers to achieve financial results to enhance shareholder value.  The Company’s 2022 compensation program for officers consisted of the following elements:

The Company structures the total compensation program so that its reliance on any particular element of compensation is flexible.  Thus, the compensation program strives to meet the goals outlined above, by balancing short-term (i.e., base salaries and annual cash incentive awards) and long-term incentives (i.e., long-term equity grants), competitively in the market and to address the volatility in the Company’s performance due to external factors.  There is no difference in the policies and their application for each of the officers, except for the CEO.

Base Salaries.  The Company’s goal is to establish salaries at a level sufficient to attract and retain talented executives.  This goal is based on the Company’s belief that it is important to maintain salary levels near a midpoint of comparable company executives to be competitive within the general market and the Peer Group. 

Annual Cash Incentive Awards.  The annual cash incentive award is designed to motivate and reward the officers for their contributions to the Company’s performance by making a significant portion of their total compensation variable and dependent upon the Company’s annual financial performance.  It is tied directly to the financial performance of the Company on a sliding scale of return on shareholders’ equity.  The Committee believes that compensating management by aligning compensation with shareholders’ return on their investment is an effective way to connect the achievement of performance goals and to encourage growth in the Company while rewarding officers for their contributions.  The calculation is based on the Company’s pre-tax income as a percentage of average shareholder’s equity (adjusted for foreign currency translation) and assessed over a range of 3% to 11%.  The implied target is 7%, which assumes a linear, symmetrical bonus curve with one-half of the maximum bonus earned at the midpoint of the performance range.  From this calculation, the awards are determined based on a schedule that provides certain percentages to be applied to base salaries.  The Company’s calculation for the annual cash incentive award for 2022 was 21.0%, which resulted in a payout of 100% for the CEO and 85% for the other NEOs.  The maximum bonuses are 100% of salary for the CEO and 85% of salary for the other officers. Additionally, discretionary cash bonuses can be provided for extraordinary contributions to the Company’s financial performance through exemplary leadership in challenging circumstances. These are provided only when such circumstances warrant and do not occur regularly. In 2022, the Compensation Committee approved an additional 10% discretionary bonus for Mr. Robert G. Ruhlman due to the achievement of record financial results in 2022.

Long-term Equity Grants.  The Committee has the discretion under the Company’s equity award plan to set the amounts and terms of any equity compensation and may vary the equity award program from year to year to address the Company’s then-current compensation objectives and strategic goals.  The Committee believes that the Company’s shareholders will be well served if a greater percentage of the long-term equity incentive program is related to achievement of the Company’s Board-approved strategic objectives.  To that end, the “balanced LTI program” consisting of service vested restricted share units (“RSUs”) and performance vested RSUs is a way to achieve its objectives.  Generally, performance-vesting aligns executive long-term incentive rewards more directly with shareholders’ interests since achieving strategic objectives is a better measure of management’s performance than the volatility of the stock market.  Furthermore, the Committee believes that the shareholders are served well by decisions that further the Company’s long-term strategic plan.  The Committee also believes that the CEO’s long-term incentive should generally be 100% dependent on the achievement of the Company’s strategic objectives.  Nevertheless, the Committee believes that it is appropriate to include some service vested RSUs in the long-term incentive program of the other officers to encourage retention of key executives over the duration of a business cycle.  Additionally, the Company has mandatory share ownership guidelines, as discussed below.

Long-term incentive grants are issued under the 2016 LTIP, which was approved by the Board and by the shareholders in 2016.  The CEO’s typical annual equity compensation awards are performance-based RSUs, vesting in three years based upon achieving performance standards approved at the time of the grant by the Board.  The typical annual equity compensation awards to the other participants are as follows:  two-thirds of the award is performance-based RSUs, vesting in three years based on achieving performance standards approved at the time of the grant by the Board, and one-third of the award is service-based RSUs, vesting three years after the date of the grant based solely on continued employment by the Company.  The Committee chose to emphasize performance over three years (rather than weigh performance and service equally) because it believes this approach aligns the Company’s performance with shareholders’ interests, while acknowledging the benefit from long-term service.

Compensation Discussion and Analysis

For the performance-based RSUs, the number of shares in which the participant becomes vested will depend upon the specific level of growth in pre-tax income and sales growth measured over a specified period (historically, either one-year or three-year performance period). For the 2022 grants, the Committee once again analyzed the history of the RSU grants, and whether such grants effectively aligned the interests of the NEOs with the Company’s interests, taking into account industry data and input from officers regarding the Company’s markets, projections and costs.  The Committee’s intention is to incentivize management to grow the Company while maintaining profit margins.   The Committee uses a three-year base to measure growth during the performance period with thresholds for pre-tax income growth and for sales growth ranging from 5% to 10%.

The CEO’s award is set at a number of RSUs equal to 100% of the CEO’s salary if target performance is achieved, with a maximum award equal to 200% of his salary if the maximum performance is achieved.

The awards to the other officers are as follows:  the award is set at a number of RSUs equal to that percentage of participant’s salary that is specified at the time of grant if target performance is achieved.  The maximum amount of the performance portion of the award is equal to 100% of the target award.  The amount of the service-vested award that can be earned is equal to the target award.  Each officer was granted the number of RSUs equal to the maximum level under the performance criteria.

The threshold payout is at 25% of the maximum number of performance-based RSUs if both measures are achieved, the target is at 50% if both 7% growth in pre-tax income and 7% growth in sales are achieved, and the maximum is at 100% (200% for the CEO) of the number of RSUs subject to the award if 10% growth in pre-tax income and 10% growth in sales are achieved at the end of the three-year period.  If only one of the two measures is achieved at any of these levels, the vesting percentage is weighted to provide for some additional vesting for achieving the higher measure.  Dividends declared on unvested RSUs are accrued as cash distributions payable upon vesting.

The Committee recommended and the Board approved the grants in February 2022 to each of the officers, including the CEO.

Retirement Benefits.  The Company believes that retirement benefits are an important component of total compensation.  The Company’s primary retirement benefit consists of the Company’s 401(k) and Profit-Sharing Plan under which all eligible salaried U.S. employees of the Company, including officers, participate starting in their third year of employment.  The amount the Company provides to the Profit-Sharing Plan is based on the recommendation of management, with the Board’s approval.  Typically, the Company’s contribution under this plan is approximately 15% of the then-current year’s cash compensation, which is consistent with the amount contributed for all full-time salaried U.S. employees of the Company, including the cash incentive award.  When calculating the Company’s contributions under the Profit-Sharing Plan, the Company does not consider gains from prior awards.  Every aspect of this plan is the same for all salaried U.S. employees, including officers.  Thus, each salaried participant elects the investment options with the same options offered to all salaried employees and officers.  The plan does not involve any guaranteed minimum return or above-market returns; rather, the investment returns are dependent upon actual investment results.  To the extent an employee’s award exceeds the maximum allowable contribution permitted under existing tax laws, the excess is accrued for (but not funded) under a non-qualified Supplemental Executive Retirement Plan (the “SERP”).  The returns under the SERP are also dependent upon actual investment results, as each participant is allowed to elect investment options for its liability balance.

Executive Perquisites.  Perquisites and other personal benefits do not comprise a significant aspect of the Company’s compensation program.  Although officers participate in the same benefit programs as the Company’s other employees, the Company provides a few additional benefits to its officers.  These benefits are designed to enable the officers to balance their personal, business and travel schedules.  In 2022, benefits included the Company’s payment of club dues for three of the NEOs as indicated in the accompanying Summary Compensation Table.  The Company also pays annual dues for Robert G. Ruhlman at a club located near the Company’s Rogers, Arkansas facility.  This benefit is also provided to other officers and three non-officer employees, primarily for business entertainment purposes.  Except as described here, the Company aircraft is available to all employees, including the officers and directors, for business-related travel only.  The CEO is permitted to use the Company’s aircraft for personal purposes, as shown on the Summary Compensation Table.  The Company also makes personal financial advice available to the CEO and tax advice available to all its officers.

Compensation Discussion and Analysis

Ownership Guidelines.  In 2014, the Committee recommended and the Board approved ownership guidelines to ensure that the NEOs have a stake in the future of the Company in lieu of the deferral requirement.  The ownership guidelines require the CEO to hold six times his annualized base salary in equity of the Company, and the other officers to hold three times their annualized base salaries.  The ownership guidelines state that the types of equity that count toward the ownership requirement are stock owned directly, stock owned in a Company-sponsored retirement plan, and the unvested portion of RSUs that are subject only to time-vesting.  Each covered executive will have up to five years from the effective date of the 2014 ownership guidelines or the date such person becomes a covered executive to meet the stock ownership requirement.  All current executive officers have met the requirement, other than Mr. Klaus who joined the Company in 2020 and Messrs. O’Shaughnessy and Olenik who were elected Vice Presidents in 2019 and 2020, respectively.

Tax Deductibility of Pay.  Section 162(m) of the Internal Revenue Code of 1986 places a limit of $1 million on the amount of eligible compensation that a company may deduct in any one year with respect to each of its NEOs.  Three officers, including the CEO, were above this threshold in 2022.  As a result of the Tax Cuts and Jobs Act enacted in December 2017, the performance-based compensation exception has been eliminated for taxable years beginning after December 31, 2017, which may result in lost tax deductions going forward.

The Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, and based on the review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Applicable SEC rules require that we provide a reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. We determined our median employee based on taxable compensation (annualized in the case of full- and part-time employees who joined the Company during 2022) of each of our 3,260 employees (excluding the Chief Executive Officer) as of December 31, 2022.  The annual total compensation of our median employee (other than the Chief Executive Officer) for 2022 was $21,540. As disclosed in the Summary Compensation Table appearing on page 21, our Chief Executive Officer’s annual total compensation for 2022 was $4,587,518. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 213 to 1.  Approximately 70% of our employees work in our foreign subsidiaries, which traditionally have lower salaries.  Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

The table below describes the compensation earned in the last three fiscal years for our NEOs.

a. The Company’s required contributions under the SERP for the year ended December 31, 2022 and the amounts grossed up for applicable local taxes on the NEO’s 2022 earnings. The amounts of such contribution is based on the amount by which an employee’s awarded Company contribution under the 401(k) and Profit-Sharing Plan exceeds the maximum allowable contribution permitted under existing tax laws, in which case, the excess is accrued for (but not funded) under the SERP. See Non-Qualified Deferred Compensation Table for additional information.

b. The personal benefits received by the NEOs, which include club dues, financial planning fees, tax preparation fees and personal use of the Company’s airplane. The aggregate incremental cost of the personal use of the corporate airplane is determined on a per flight basis and considers the cost of the fuel used, the hourly cost of aircraft maintenance for the applicable number of flight hours, landing fees, trip-related hangar and parking costs and other costs specifically incurred.  Imputed income is assessed amounting to the equivalent of a first-class ticket for comparable flights.

c. The contributions to the Profit-Sharing Plan in 2022. Andrew S. Klaus was ineligible to participate in the Profit-Sharing Plan, however the Company contributed $5,800 as an eligible match to the 401k plan on his behalf.

d. The premiums paid for group term life insurance for 2022.

e. Dividends paid on shares previously deferred to retirement/termination and dividends paid on restricted shares that vested from the 2019 performance period. Andrew S. Klaus joined the Company in April, 2020 and had no such dividend payments.