Matthews International Corporation Preliminary proxy statement in connection with contested solicitations

Preliminary proxy statement in connection with contested solicitations

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance (“PVP”)

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection

Act

, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.


									Value of Initial Fixed $100 Investment Based on:
Fiscal Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (1)(2)		Average Summary Compensation Table Total for non-PEO NEOs (1)		Average Compensation Actually Paid to non- PEO NEOs (1)(2)		Total Shareholder Return		Peer Group Total Shareholder Returns (3)		Net Income (Loss) ($ millions)			Adjusted EPS (4)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2024	$	5,808,360	$	469,433	$	1,721,866	$	526,321	$	115.83	$	177.85	$	(59.7	)	$	2.17
2023		6,473,964		13,502,761		1,639,651		3,214,110		188.13		138.24		37.8			2.88
2022		6,050,371		1,750,908		2,487,573		1,496,085		105.71		113.15		(99.8	)		2.88
2021		6,732,304		11,435,108		1,892,820		2,961,890		159.12		137.26		2.9			3.28

(1)

Mr. Bartolacci served as our principal executive officer (“PEO”) for the full fiscal year in each of 2024, 2023, 2022, and 2021. Our

non-PEO

named executive officers (NEOs) included: (a) for fiscal year 2024, Messrs. Gackenbach, Kohl, Nicola, and Walters; (b) for fiscal year 2023, Messrs. Gackenbach, Kohl, Nicola, and Walters; (c) for fiscal year 2022, Messrs. Babe, Gackenbach, Nicola, and Walters; and (d) for fiscal year 2021, Messrs. Dunn, Gackenbach, Kohl, and Nicola.

(2)

The following amounts were deducted from / added to the Summary Compensation Table (“SCT”) total compensation in accordance with the

SEC-mandated

adjustments to calculate Compensation Actually Paid (“CAP”) to our principal executive officer (“PEO”) and average CAP to our

non-PEO

named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. The numbers for fiscal years 2021 to 2023 have been revised from the numbers previously reported in last year’s Pay versus Performance Table in order to correct an immaterial calculation.

PEO SCT Total to CAP Reconciliation


Fiscal Year	2024			2023			2022			2021
SCT Total	$	5,808,360		$	6,473,964		$	6,050,371		$	6,732,304
- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year		(75,404	)		(76,768	)		—			(284,123	)
+ Service Cost of Pension in Fiscal Year		—			—			—			36,141
+ Prior Service Cost of Pension in Fiscal Year		—			—			—			(577,796	)
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(4,052,150	)		(4,152,750	)		(3,819,500	)		(3,639,530	)
± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		2,499,700			5,836,500			2,577,150			7,050,742
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(3,927,500	)		4,667,475			(3,679,588	)		1,703,786
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(148,373	)		370,057			282,746			107,662


Fiscal Year	2024		2023		2022		2021
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—		—		—		—
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year		364,800		384,283		339,729		305,922
Compensation Actually Paid	$	469,433	$	13,502,761	$	1,750,908	$	11,435,108

Non-PEO

NEO Average SCT Total to Average CAP Reconciliation


Fiscal Year	2024			2023			2022			2021
Average SCT Total	$	1,721,866		$	1,639,651		$	2,487,573		$	1,892,820
- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year		(22,690	)		(22,356	)		—			(76,313	)
+ Service Cost of Pension in Fiscal Year		—			—			—			76,083
+ Prior Service Cost of Pension in Fiscal Year		—			—			—			(125,590	)
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(835,756	)		(688,665	)		(1,610,875	)		(797,742	)
± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		515,563			967,886			1,179,746			1,545,439
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(903,325	)		1,155,840			(704,385	)		365,060
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(30,277	)		76,351			52,003			17,226
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			—			—			—
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year		80,940			85,403			92,023			64,907
Compensation Actually Paid	$	526,321		$	3,214,110		$	1,496,085		$	2,961,890

(3)	The Peer Group for which Total Shareholder Return is provided in column (g) is our compensation benchmarking peer group, comprised of the following companies:


Company	FY2024	FY2023	FY2022	FY2021
Altra Industrial Motion Corp.		Y
Barnes Group Inc.	Y	Y	Y	Y
Columbus McKinnon Corporation	Y	Y
Deluxe Corporation	Y	Y	Y	Y
EnPro Industries, Inc.	Y	Y	Y	Y
Graco Inc.	Y	Y	Y	Y
Hillenbrand, Inc.	Y	Y	Y	Y
ICF International, Inc.	Y	Y	Y	Y


Company	FY2024	FY2023	FY2022	FY2021
InnerWorkings, Inc.				Y
John Wiley & Sons, Inc.	Y	Y	Y	Y
Kaman Corporation		Y	Y	Y
Mativ Holdings, Inc.	Y	Y	Y	Y
MDC Partners Inc.				Y
Meredith Corporation				Y
Minerals Technologies Inc.	Y	Y	Y	Y
Moog Inc.	Y	Y	Y	Y
MSA Safety Incorporated	Y	Y	Y	Y
Service Corporation International	Y	Y	Y	Y
Stagwell Inc.	Y	Y	Y
Standex International Corporation	Y	Y	Y	Y
Teledyne Technologies Incorporated			Y	Y
TriMas Corporation	Y	Y	Y	Y
Viad Corp				Y
Woodward, Inc.	Y	Y	Y	Y

(4)

Adjusted earnings per share (“Adjusted EPS”) is a

Non-GAAP

financial measure. Adjusted EPS provides the Company with an understanding of the results from the primary operations of the business by excluding the effects of certain acquisition, divestiture, and system-integration costs, and items that do not reflect the ordinary earnings of its operations. Fiscal year 2024 Adjusted EPS reflects GAAP EPS adjusted for acquisition and divestiture items, strategic initiatives and other charges, highly inflationary accounting impacts (primarily

non-cash),

goodwill and asset write-downs,

non-service

pension and postretirement expense, intangible amortization expense, and

tax-related

items. Fiscal year 2023 Adjusted EPS reflects GAAP EPS adjusted for acquisition and divestiture items, strategic initiatives and other charges, highly inflationary accounting impacts (primarily

non-cash),

defined benefit plan termination related items,

non-service

pension and postretirement expense, and intangible amortization expense. Fiscal year 2022 Adjusted EPS reflects GAAP EPS adjusted for acquisition and divestiture items, strategic initiatives and other charges, highly inflationary accounting impacts (primarily

non-cash),

defined benefit plan termination related items, asset write-downs, net, goodwill

write-downs,

non-service

pension and postretirement expense, and intangible amortization expense. Fiscal year 2021 Adjusted EPS reflects GAAP EPS adjusted for acquisition and divestiture items, strategic initiatives and other charges,

non-service

pension and postretirement expense, intangible amortization expense, and

tax-related

items. Adjusted EPS provides management with insight into the earning value for shareholders excluding certain costs, not related to the Company’s primary operations. Likewise, this measure may be useful to an investor in evaluating the underlying operating performance of the Company’s business overall, as well as performance trends, on a consistent basis.

Company Selected Measure Name

Adjusted earnings per share (“Adjusted EPS”)

Named Executive Officers, Footnote

(1)

Mr. Bartolacci served as our principal executive officer (“PEO”) for the full fiscal year in each of 2024, 2023, 2022, and 2021. Our

non-PEO

Peer Group Issuers, Footnote

(3)	The Peer Group for which Total Shareholder Return is provided in column (g) is our compensation benchmarking peer group, comprised of the following companies:


Company	FY2024	FY2023	FY2022	FY2021
Altra Industrial Motion Corp.		Y
Barnes Group Inc.	Y	Y	Y	Y
Columbus McKinnon Corporation	Y	Y
Deluxe Corporation	Y	Y	Y	Y
EnPro Industries, Inc.	Y	Y	Y	Y
Graco Inc.	Y	Y	Y	Y
Hillenbrand, Inc.	Y	Y	Y	Y
ICF International, Inc.	Y	Y	Y	Y


Company	FY2024	FY2023	FY2022	FY2021
InnerWorkings, Inc.				Y
John Wiley & Sons, Inc.	Y	Y	Y	Y
Kaman Corporation		Y	Y	Y
Mativ Holdings, Inc.	Y	Y	Y	Y
MDC Partners Inc.				Y
Meredith Corporation				Y
Minerals Technologies Inc.	Y	Y	Y	Y
Moog Inc.	Y	Y	Y	Y
MSA Safety Incorporated	Y	Y	Y	Y
Service Corporation International	Y	Y	Y	Y
Stagwell Inc.	Y	Y	Y
Standex International Corporation	Y	Y	Y	Y
Teledyne Technologies Incorporated			Y	Y
TriMas Corporation	Y	Y	Y	Y
Viad Corp				Y
Woodward, Inc.	Y	Y	Y	Y

PEO Total Compensation Amount

$ 5,808,360

$ 6,473,964

$ 6,050,371

$ 6,732,304

PEO Actually Paid Compensation Amount

$ 469,433

13,502,761

1,750,908

11,435,108

Adjustment To PEO Compensation, Footnote

(2)

The following amounts were deducted from / added to the Summary Compensation Table (“SCT”) total compensation in accordance with the

SEC-mandated

adjustments to calculate Compensation Actually Paid (“CAP”) to our principal executive officer (“PEO”) and average CAP to our

non-PEO

PEO SCT Total to CAP Reconciliation


Fiscal Year	2024			2023			2022			2021
SCT Total	$	5,808,360		$	6,473,964		$	6,050,371		$	6,732,304
- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year		(75,404	)		(76,768	)		—			(284,123	)
+ Service Cost of Pension in Fiscal Year		—			—			—			36,141
+ Prior Service Cost of Pension in Fiscal Year		—			—			—			(577,796	)
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(4,052,150	)		(4,152,750	)		(3,819,500	)		(3,639,530	)
± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		2,499,700			5,836,500			2,577,150			7,050,742
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(3,927,500	)		4,667,475			(3,679,588	)		1,703,786
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(148,373	)		370,057			282,746			107,662


Fiscal Year	2024		2023		2022		2021
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—		—		—		—
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year		364,800		384,283		339,729		305,922
Compensation Actually Paid	$	469,433	$	13,502,761	$	1,750,908	$	11,435,108

Non-PEO NEO Average Total Compensation Amount

$ 1,721,866

1,639,651

2,487,573

1,892,820

Non-PEO NEO Average Compensation Actually Paid Amount

$ 526,321

3,214,110

1,496,085

2,961,890

Adjustment to Non-PEO NEO Compensation Footnote

(2)

The following amounts were deducted from / added to the Summary Compensation Table (“SCT”) total compensation in accordance with the

SEC-mandated

adjustments to calculate Compensation Actually Paid (“CAP”) to our principal executive officer (“PEO”) and average CAP to our

non-PEO

Non-PEO

NEO Average SCT Total to Average CAP Reconciliation


Fiscal Year	2024			2023			2022			2021
Average SCT Total	$	1,721,866		$	1,639,651		$	2,487,573		$	1,892,820
- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year		(22,690	)		(22,356	)		—			(76,313	)
+ Service Cost of Pension in Fiscal Year		—			—			—			76,083
+ Prior Service Cost of Pension in Fiscal Year		—			—			—			(125,590	)
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(835,756	)		(688,665	)		(1,610,875	)		(797,742	)
± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		515,563			967,886			1,179,746			1,545,439
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(903,325	)		1,155,840			(704,385	)		365,060
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(30,277	)		76,351			52,003			17,226
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			—			—			—
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year		80,940			85,403			92,023			64,907
Compensation Actually Paid	$	526,321		$	3,214,110		$	1,496,085		$	2,961,890

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Most Important Performance Measures

•

Adjusted Net Income

•

Adjusted EBITDA

•

Economic Value Added

•

Adjusted Operating Cash Flow

•

Adjusted EPS

•

Return on Invested Capital

Total Shareholder Return Amount

$ 115.83

188.13

105.71

159.12

Peer Group Total Shareholder Return Amount

177.85

138.24

113.15

137.26

Net Income (Loss)

$ (59,700,000)

$ 37,800,000

$ (99,800,000)

$ 2,900,000

Company Selected Measure Amount

2.17

2.88

3.28

PEO Name

Mr. Bartolacci

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted Net Income

Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Measure:: 3

Pay vs Performance Disclosure

Name

Economic Value Added

Measure:: 4

Pay vs Performance Disclosure

Name

Adjusted Operating Cash Flow

Measure:: 5

Pay vs Performance Disclosure

Name

Adjusted EPS

Non-GAAP Measure Description

(4)

Adjusted earnings per share (“Adjusted EPS”) is a

Non-GAAP

non-cash),

goodwill and asset write-downs,

non-service

pension and postretirement expense, intangible amortization expense, and

tax-related

items. Fiscal year 2023 Adjusted EPS reflects GAAP EPS adjusted for acquisition and divestiture items, strategic initiatives and other charges, highly inflationary accounting impacts (primarily

non-cash),

defined benefit plan termination related items,

non-service

non-cash),

defined benefit plan termination related items, asset write-downs, net, goodwill

write-downs,

non-service

pension and postretirement expense, intangible amortization expense, and

tax-related

Measure:: 6

Pay vs Performance Disclosure

Name