The following table summarizes threshold, target and maximum share opportunities for the PSUs granted to our NEOs in fiscal 2025:
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2025 PSU Grant
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Named Executive Officer
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Threshold
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Target
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Maximum
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Jennifer Slater
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8,439
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16,878
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33,756
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During fiscal 2025, the Company achieved an actual EBITDA margin of 6.6%, which results in above target performance in the first year of the three-year performance cycle for PSU awards granted in fiscal 2025. Based on these results, the target EBITDA margin for year two of the fiscal 2025-27 PSU cycle will equal 7.6% (EBITDA margin of 6.6% in fiscal 2025 plus 100 basis points of improvement).
Other Awards
. Both Ms. Slater Mr. Pauli received one-time equity awards associated with their joining the Company and enabling us to secure the services of two leaders who have already produced benefits to shareholders. These awards were intended to “make them whole” with similar types of awards they were forfeiting from their former employers. These awards and the factors that lead to them need to be considered when determining their regular, target compensation opportunities. Excluding the sign-on awards described below, Ms. Slater's target compensation opportunity for fiscal 2025 was as follows:
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Base salary
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$
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650,000
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Annual STIP target
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$
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650,000
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RSAs (3-year pro rata vesting)
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$
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650,000
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PSUs (3-year performance vesting)
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$
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650,000
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Total target compensation
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$
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2,600,000
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Ms. Slater received the following sign-on awards:
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Cash sign-on bonus of $550,000
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Cash retention bonus of $300,000 payable in two equal installments on the first two anniversaries of her hiring, and
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Sign-on equity awards equal in value to $1,000,000 which vest in three equal installments on each of the first three anniversaries of her hire date, beginning on July 1, 2025
The valuation of Ms. Slater’s onboarding RSAs was based on the average closing price of our stock over the twenty business days immediately preceding Ms. Slater’s hire date of July 1, 2024, the preferred grant date for her onboarding award. However, Ms. Slater’s award could not be fulfilled under the Company’s prior stock incentive plan, and had to be deferred until the Board adopted, and our shareholders approved, a new stock incentive plan. Promptly following approval of our new stock incentive plan at our annual meeting of shareholders held on October 23, 2024, Ms. Slater was granted 37,854 RSAs based on the foregoing valuation.
These awards replaced most but not the full value in cash bonuses, unvested restricted shares, and unvested or unearned performance shares she was highly likely to receive if she had remained employed by her former company. Based on these factors, the Committee believed the structure of these awards was reasonable.
Mr. Pauli received a sign-on equity award of $200,000 that will vest in three equal installments on each of the first three anniversaries of his hire date beginning on November 13, 2025. The valuation of Mr. Pauli’s onboarding RSAs was based on the average closing price of our stock over the twenty business days immediately preceding his hire date of November 13, 2024, resulting in an award of 5,191 RSAs. This was Mr. Pauli’s only equity award in fiscal 2025 and was intended to make-up for benefits he was forfeiting from his former employer.
Finally, the Committee provided a cash retention award to Mr. Guillot equal to 30% of his salary ($108,000) intended to retain his services through the first half of fiscal 2025 to assist in an orderly and successful transition of our new CEO as well as with other members of the new executive management team. With the completion of these services, Mr. Guillot has announced his intent to retire from the Company effective September 30, 2025, after 35 years of dedicated service.
Retirement and Other Benefits
. The Company also provides additional benefit programs to its employees, including NEOs, to attract and retain them as well as to provide a competitive total compensation program.
