PROPOSAL 1 — ELECTION OF DIRECTORS
Information about our Board and the Director Nominees
Our certificate of incorporation divides our Board into three classes. Our Board currently consists of nine directors with three directors in each class.
The term of office of our current Class II directors expires at the Annual Meeting. There are three Class II director nominees standing for election at the Annual Meeting.
The term of the Class II directors elected at the Annual Meeting ends at the 2027 annual meeting of stockholders. The term of the Class III directors ends at the 2025 annual meeting of stockholders, and the term of the Class I directors ends at the 2026 annual meeting of stockholders.
Proxies cannot be voted for the election of more than three persons to our Board at the Annual Meeting.
Each director nominee named in this proxy statement has consented to being named in this proxy statement and to serve if elected. If any director nominee is unable to serve or for good cause will not serve, the shares represented by the proxies will be voted for the person, if any, designated by our Board to replace such director nominee. However, CMC has no reason to believe that any director nominee will be unavailable. All of the director nominees, as well as the continuing directors, plan to attend the Annual Meeting.
Changes to our Board During 2023
In connection with our Board’s succession planning, and in anticipation of the retirement of J. David Smith from our Board at the 2023 annual meeting of stockholders, the Nominating and Corporate Governance Committee initiated a search process to select qualified director candidates.
In its evaluation of potential director candidates, the Nominating and Corporate Governance Committee took into account many factors, including each candidate’s: general understanding of elements relevant to the success of a large publicly traded company in the current business environment; understanding of our business, industry and markets; educational and professional background; and ethics, integrity, values, inquisitive and objective perspectives, practical wisdom, judgment and availability. The Nominating and Corporate Governance Committee evaluated potential candidates in the context of our Board as a whole, with the objective of recommending a director candidate that would be the most likely to drive the success of the business and represent the long-term interest of our stockholders.
Selected candidates were interviewed through a series of meetings with directors and executive management. A background review of the ultimate candidate was conducted by an independent professional agency specializing in the performance of such background reviews. As a result of this process, the Nominating and Corporate Governance Committee selected Robert S. Wetherbee from a slate of qualified candidates and recommended him to our Board for appointment. On February 9, 2023, our Board voted to increase the size of our Board from eight to nine directors (and to increase the size of Class I from two to three directors) and to appoint Mr. Wetherbee as a Class I director effective March 21, 2023.
Further, in accordance with the Company’s formal succession planning process and in connection with her retirement as Chief Executive Officer of the Company, Ms. Smith was appointed Executive Chairman of the Board, effective September 1, 2023.
Commercial Metals Company 2024 Proxy Statement 18
CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS
Corporate Governance Practices. Because corporate governance practices evolve over time, our Board reviews and approves our Corporate Governance Guidelines, committee charters and other governance policies at least once a year and updates them as necessary and appropriate. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director access to management and independent advisors, director orientation and continuing education, director retirement and the annual performance evaluations of our Board and its committees, among other things. The Corporate Governance Guidelines also direct that the Nominating and Corporate Governance Committee consider the periodic rotation of committee members and committee chairs as a means of introducing fresh perspectives and broadening and diversifying the views and experience represented on the committees of our Board.
Director Independence. Our Board has determined, after considering all of the relevant facts and circumstances, that Mses. Avril-Groves, Barton and Raiss and Messrs. McCullough, McPherson, Szews and Wetherbee are independent, as “independent” is defined by the NYSE listing standards, because they have no direct or indirect material relationship with us (either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the NYSE listing standards not to be satisfied.
Board Leadership Structure. Our Nominating and Corporate Governance Committee, as well as our full Board when appropriate, regularly evaluate the leadership structure of our Board to determine what arrangement is most appropriate for the Company and its stockholders. Our Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into our business, leadership team, culture, and opportunities.
Our Board is led by Barbara R. Smith, who became Executive Chairman of the Board on September 1, 2023, after serving as our President and CEO from September 2017 to April 2023 and our CEO from April 2023 to August 31, 2023. She has been a director of the Company since September 2017 and became Chairman of the Board in January 2018. Sarah E. Raiss has served as our Lead Director since January 2022.
We do not have a fixed policy as to whether the offices of Chairman of the Board and CEO should be vested in the same person or two different people. Prior to Ms. Smith retiring as CEO in September 2023, the Board had determined that the most effective leadership structure was having Ms. Smith serve in both roles, coupled with a Lead Director, independent chairs for our committees and regularly scheduled executive sessions of the non-employee and independent directors. In connection with the recent implementation of the CEO succession plan, our Board determined that splitting the roles of CEO and Executive Chairman of the Board is the most appropriate allocation of roles at this time. Accordingly, when Mr. Matt assumed the role of CEO on September 1, 2023, Ms. Smith assumed the role of Executive Chairman of the Board. As Executive Chairman of the Board, Ms. Smith provides ongoing guidance, mentorship and support to the CEO, assists with the leadership transition and consults on the setting and implementation of the Company’s strategy and business plan. Because Ms. Smith is not independent, our Board also retained the role of Lead Director, with Ms. Raiss continuing to serve in that role. As discussed further below, the Lead Director is responsible for providing leadership to our Board when circumstances arise in which the joint role of Chairman and CEO may be, or may be perceived to be, in conflict, or where the Chairman is otherwise not considered independent.
Our Board believes that this allocation of roles helps to maintain strong Board oversight and provides the Company and our Board with leadership stability and continuity during the leadership transition. Ms. Smith’s continued service as Executive Chairman of the Board also reflects our Board’s confidence in her leadership and vision for the Company and recognizes Ms. Smith’s accomplishments during her tenure. In addition, this structure provides Mr. Matt with the benefit of Ms. Smith’s valuable insight and guidance based on her extensive experience with the Company. Our Board also believes that maintaining the role of Lead Director promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them.
Commercial Metals Company 2024 Proxy Statement 24
CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS
Annual Board Evaluations. Each year, the Nominating and Corporate Governance Committee leads our Board through self-evaluations to assess whether our Board, its committees, and its members are functioning effectively and, to identify areas where improvement can be made. This process also includes an evaluation of all directors, including the Executive Chairman of the Board, Lead Director and committee chairs. As part of the evaluation process, the Nominating and Corporate Governance Committee engaged a third-party facilitator to conduct a self-evaluation interview with each Board member to enhance participation and encourage candid feedback from the directors. The facilitator compiled and anonymized the results of these interviews and presented summaries that identified common themes, issues and suggestions to the committees and our Board. Our Board and its committees reviewed and discussed the summaries during committee and Board executive sessions, and then, as appropriate, enhanced policies and practices based on the results. We believe this approach, in addition to ongoing feedback, supports our Board’s effectiveness and continuous improvement.
Management Succession Planning. Our Board plays an integral oversight role in talent development by actively engaging in the succession planning for the CEO and other key employees at CMC. Our executive leadership team, facilitated by our Senior Vice President, Chief Human Resources and Communications Officer, annually presents to our Board a review of executive and senior management, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities. In addition, our Nominating and Corporate Governance Committee annually reviews and adopts an emergency succession plan for the CEO.
Communications by Stockholders and Other Interested Parties. Stockholders and other interested parties may communicate with the Lead Director or any of the non-employee and independent directors by submitting a letter addressed to their individual attention or to the attention of non-employee directors c/o Corporate Secretary at P.O. Box 1046, Dallas, Texas 75221.
Stockholder Engagement. We understand the importance of engaging with stockholders and are committed to regularly hearing our stockholders’ perspectives. Our management team has developed a robust stockholder engagement program. Since our last annual meeting of stockholders, we engaged with stockholders on topics of importance to both the Company and stockholders. In fiscal year 2023, we participated in approximately 146 meetings with stockholders. In addition to discussing our business strategy and initiatives, as well as our results and financial performance, we provided an open forum for each stockholder to discuss other matters, such as our initiatives related to diversity, equity and inclusion; human capital management; executive compensation; Board composition, tenure and refreshment; CEO succession planning; and environmental and sustainability topics, including risks presented by climate change. Our engagement efforts and the stockholder feedback we receive are reviewed with our Board and help to promote greater alignment of our governance and executive compensation practices with stockholder interests.
Board Meetings. In fiscal year 2023, the entire Board met 13 times, six of which were regularly scheduled meetings. All director nominees and continuing directors attended ninety-seven percent (97%) or more of the meetings of our Board and of the committees on which they serve. We expect all directors and director nominees to attend the Annual Meeting. All directors attended the annual meeting of stockholders held on January 11, 2023, with the exception of Mr. Wetherbee (who joined the Board on March 21, 2023).
Executive Sessions. As required by the NYSE listing standards, non-employee and independent directors regularly schedule executive sessions of our Board and its committees in which they meet without the presence of employee directors or management. The presiding director at such executive sessions is the Lead Director. In fiscal year 2023, the non-employee directors, which included all members of our Board other than Ms. Smith and Mr. Matt (following his appointment as President effective April 9, 2023), held 12 non-employee director executive sessions in connection with Board meetings and no stand-alone meetings.
Commercial Metals Company 2024 Proxy Statement 27
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our Board annually elects executive officers. Our executive officers continue to serve for terms set by our Board in its discretion. The table below sets forth the name, current position and office, age and period served for each of our executive officers as of November 21, 2023:
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Name |
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Current Position/Office |
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Age |
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Officer Since |
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Barbara R. Smith |
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Executive Chairman of the Board |
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64 |
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2017 |
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Peter R. Matt |
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President and Chief Executive Officer |
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61 |
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2023 |
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Paul J. Lawrence |
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Senior Vice President and Chief Financial Officer |
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53 |
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2016 |
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Stephen W. Simpson |
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Senior Vice President, North American Steel Group |
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56 |
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2023 |
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Jody K. Absher |
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Senior Vice President, Chief Legal Officer and Corporate Secretary |
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46 |
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2020 |
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Jennifer J. Durbin |
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Senior Vice President, Chief Human Resources and Communications Officer |
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42 |
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2020 |
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Barbara R. Smith has served as Executive Chairman of the Board since September 1, 2023. Ms. Smith previously served as CMC’s President and Chief Executive Officer from September 2017 to April 2023, CMC’s Chief Executive Officer from April 2023 to August 2023 and Chairman of the Board since January 2018. Prior thereto, Ms. Smith served as CMC’s President and Chief Operating Officer from January 2017 to September 2017, Chief Operating Officer from January 2016 to January 2017, and Senior Vice President and Chief Financial Officer from May 2011 to January 2016. Prior to joining CMC, Ms. Smith served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini mill steel producer, from July 2007 to May 2011, after joining Gerdau Ameristeel Corporation as Treasurer in July 2006. From February 2005 to July 2006, she served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., a developer and manufacturer of 3-D measurement and imaging systems. From 1981 to 2005, Ms. Smith was employed by Alcoa, where she held a variety of financial leadership positions.
Peter R. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse.
Paul J. Lawrence has served as Senior Vice President and Chief Financial Officer of CMC since November 2021. Prior thereto, Mr. Lawrence served as CMC’s Vice President and Chief Financial Officer from September 2019 to November 2021, Vice President of Finance from June 2018 to September 2019, Treasurer, Vice President of Financial Planning and Analysis from January 2017 to June 2018, Vice President of Finance and Treasurer from September 2016 to January 2017, and Vice President of Finance from February 2016 to September 2016. Prior to joining CMC, Mr. Lawrence served as North American Information Technology Leader of Gerdau Long Steel North America, a U.S. steel producer, from 2014 to 2016, and from 2010 to 2014, he served as Gerdau Template Deployment Leader at Gerdau Long Steel North America. From 2003 to 2010, Mr. Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA.
Stephen W. Simpson has served as Senior Vice President, North American Steel Group since October 2023. Prior thereto, Mr. Simpson served as CMC’s Divisional Vice President, Central Division from April 2022 to October 2023, Vice President, East Commercial from January 2021 to April 2022, Director of Commercial Operations from
Commercial Metals Company 2024 Proxy Statement 31
COMPENSATION DISCUSSION AND ANALYSIS
Role of Management and CEO in Compensation Decisions
We believe in aligning executive and stockholder interests through an executive compensation program designed with input from management in an ongoing dialogue with the Compensation Committee and, as appropriate, the Compensation Committee’s independent compensation consultant regarding internal, external, cultural, business and motivational challenges and opportunities facing us and our executives. To that end, the executive team analyzes, with assistance from the Compensation Committee’s independent compensation consultant, trends and recommends improvements to the compensation programs. Specifically, during fiscal year 2023, Ms. Smith reviewed with the Compensation Committee her recommendations (without any recommendation as to her own compensation) regarding base salary adjustments, annual bonus and long-term incentive awards for the other NEOs. In addition, during fiscal year 2023, Ms. Smith, Mr. Matt, Ms. Durbin, Ms. Absher, and CMC’s Director of Compensation attended Compensation Committee meetings at the invitation of the Chair of the Compensation Committee. While the Compensation Committee receives management’s input with respect to executive compensation, all decisions regarding compensation for the NEOs are made by the Compensation Committee. The Compensation Committee also meets regularly in executive session (without the attendance of any member of management).
Role of Peer Companies
Compensation Peer Group
Our executive compensation program is designed so that base pay and total short- and long-term compensation is competitive with market practices. Market practices, or benchmarks, are based on peer group data and compensation survey data. FW Cook assisted the Compensation Committee with its review of the compensation peer group for continued appropriateness for fiscal year 2023 purposes, considering the comparability of the peer companies in terms of industry focus, size, scope and complexity of operations. In the compensation peer group used for setting pay in fiscal year 2023, the Compensation Committee removed Navistar, as it was acquired, and replaced it with Radius Recycling (formerly Schnitzer Steel INDS-CL A).
The Compensation Committee also uses compensation survey data in its evaluation of compensation for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation Committee in evaluating fiscal year 2023 compensation levels, the Compensation Committee reviewed information from the following surveys: Willis Towers Watson CDB Executive Reports and FW Cook Executive Survey. For purposes of this Compensation Discussion and Analysis, the compensation peer group data and compensation survey data are collectively referred to as “Peer Data.”
Performance Peer Group
The performance peer group is used to measure Relative TSR performance for purposes of the PSU program. Similar to the compensation peer group, with the assistance of FW Cook, the Compensation Committee reviews the performance peer group on an annual basis for continued appropriateness. For the purposes of the fiscal years 2023-2025 PSUs, Arconic was removed, as it was acquired in August 2023.
The companies included in the fiscal years 2023-2025 performance peer group were chosen by the Compensation Committee based on recommendations from FW Cook, with management input. Our performance peer group is broader than our compensation peer group as it is focused more on our competitors for investor capital, and is less bound by revenue size, which is a driver of pay levels in the compensation peer group.
Commercial Metals Company 2024 Proxy Statement 37
COMPENSATION DISCUSSION AND ANALYSIS
Health and Other Welfare Benefits
Our NEOs, along with all other employees, are eligible to participate in medical, dental, vision, life, accidental death and disability, short and long-term disability, and other employee benefits generally made available to employees. In addition, CMC offers a supplemental long-term disability program for executives, including the NEOs, which is intended to replicate the coverage available to non-executive employees.
Termination, Severance and Change in Control Benefits
As of August 31, 2023, the employment agreements with each of our NEOs provide severance benefits upon a qualifying termination of employment. In addition, we have entered into Executive Employment Continuity Agreements (“EECAs”) with each of the NEOs, which provide for enhanced severance benefits in the event of a qualifying termination of employment within two years following a Change in Control (as defined in such agreements). The termination provisions included in the employment agreements and EECAs are further described below in the “Potential Payments and Benefits Upon Termination or Change in Control” section beginning on page 52. The Compensation Committee believes the payments provided for under the employment agreements and EECAs upon a qualifying termination of employment to be reasonable in light of the non-competition obligations imposed upon the NEOs post-termination and in order to ensure that we have the continued attention and dedication of the executives during circumstances that could result in a Change in Control.
Finally, the Annual Cash Incentive Plan provides that in the event of a Change in Control, the Compensation Committee has discretion to take such action as it determines to be in the best interest of the Company to determine the extent to which incentive compensation is considered earned and payable during any performance period.
Deductibility of Executive Compensation
Section 162(m) of the Code generally limits our federal tax deduction for compensation paid in any fiscal year to our CEO and our other “covered employees,” as defined in Section 162(m), to $1,000,000. Although the Compensation Committee has analyzed and will continue to analyze the effect that Section 162(m) and the potential lack of deduction for amounts paid in excess of the deduction limit may have on CMC, the Compensation Committee continues to retain flexibility to make compensation decisions that are based on factors other than Section 162(m) and related consequences when necessary or appropriate (as determined by the Compensation Committee in its sole discretion) to enable CMC to continue to attract, retain, reward and motivate its highly-qualified executives. This flexibility may include amending or modifying the design elements of our historical compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m).
Compensation Risk Assessment – NEOs
CMC’s compensation policies are structured to discourage inappropriate risk-taking by our executives. The “Compensation Risk Assessment—Company-wide Compensation Policies and Programs” section on page 67 describes the Compensation Committee’s assessment, which includes, among other things, FW Cook’s annual risk assessment and the Compensation Committee’s belief that our compensation programs do not encourage excessive risk-taking and thus do not create risks that are reasonably likely to have a material adverse effect on CMC.
Commercial Metals Company 2024 Proxy Statement 44
EXECUTIVE COMPENSATION
If we terminate an NEO’s employment without cause, if he or she terminates for good reason, or if we do not renew his or her employment agreement, pursuant to their respective employment agreements, such executive will be entitled to: (i) an amount equal to two times the executive’s then current annual base salary; and (ii) to the extent permitted by the 401(k) Plan and BRP, crediting of any Company contribution attributable to the plan year of the termination and accelerated vesting of any unvested Company contributions to such accounts.
Under our NEOs’ employment agreements, “cause” is defined as the executive’s: (i) theft, embezzlement, fraud, financial impropriety, any other act of dishonesty relating to such executive’s employment or any willful violation of Company policies (including the Company’s ethics policies) or lawful directives or any laws, rules or regulations applicable to CMC; (ii) willful commission of acts that would support the finding of a felony or lesser crime involving fraud, dishonesty, misappropriation or moral turpitude; (iii) failure to perform the duties and obligations under such executive’s employment agreement; or (iv) commission of an act in performance of such executive’s duties amounting to gross negligence or willful misconduct.
Under our NEOs’ employment agreements, “good reason” is defined as our breach of the agreement or a significant reduction in the executive’s responsibilities or compensation.
In connection with her appointment as Executive Chairman of the Board, we entered into an employment and transition agreement with Ms. Smith, effective September 1, 2023, which amended, restated and superseded her prior employment agreement. The termination provisions in Ms. Smith’s employment and transition agreement are consistent with those described above. We also entered into amended and restated employment agreements with Messrs. Garrison and Lawrence and Mses. Absher and Durbin, in each case effective October 13, 2023. The termination provisions in such amended and restated employment agreements are consistent with those described above.
EECAs. Each of the NEOs is party to an EECA. The EECA is intended to ensure that we will have the continued attention and dedication of the executive during events that might lead to, and in the event of, a Change in Control of the Company. Should a Change in Control occur, we have agreed to continue to employ each executive for a period of two years thereafter (the “Employment Period”). The EECAs terminate two years after a Change in Control.
During the Employment Period, each executive will continue to receive: (i) an annual base salary equal to at least the executive’s base salary before the Change in Control; (ii) cash bonus opportunities equivalent to that available to the executive under our annual and long-term cash incentive plans in effect immediately preceding the Change in Control; and (iii) continued participation in all incentive plans, including equity incentive, savings, deferred compensation, retirement plans, welfare benefit plans and other employee benefits in place for other executives in similar positions at the Company.
If the executive’s employment is terminated during the Employment Period for any reason other than cause or disability (including Constructive Termination (as defined below)), the EECA requires us to pay certain severance benefits to the executive in a lump sum within 30 days following termination. The severance benefits for our NEOs include an amount equal to unpaid salary, vacation pay and certain other amounts considered to have been earned prior to termination as well as two times the sum of (i) the highest annual base salary in effect at any time during the five year period prior to the Change in Control and (ii) the executive’s target cash bonus opportunity for the performance period in which the termination date occurs. Under the terms of the EECA, the severance paid is determined based on a multiple of salary only and does not include a multiple of salary plus bonus. Company contributions to retirement plans and participation, including that of the executive’s eligible dependents, in Company provided welfare plan benefits will be continued for two years following termination. The executive also will become fully vested in all stock incentive awards and all stock options will remain exercisable for the remainder of their term. The EECA contains a “double trigger” in that there must be present both a Change in Control and a termination of the executive in order to trigger severance payments under these agreements. We believe that this double trigger is a reasonable trigger for severance compensation under the EECAs and that these agreements provide a mechanism for eliminating the distraction to the executives that is inherent in change in control events.
Commercial Metals Company 2024 Proxy Statement 53
EXECUTIVE COMPENSATION
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with applicable SEC interpretive guidance, we are providing the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees excluding the CEO as of August 31, 2023. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.
At August 31, 2023, our principal executive officer was Ms. Smith, Chairman of the Board and CEO. Ms. Smith had annual total compensation of $9,603,625 in fiscal year 2023, as reflected in the Summary Compensation Table beginning on page 47. The median annual total compensation of all employees excluding the CEO in fiscal year 2023 was $55,698. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of employees excluding the CEO was 172 to 1.
As allowed by SEC regulations, we have used the same median employee for the past three years. As required, for fiscal year 2023, we identified a new median employee as of August 31, 2023. As of August 31, 2023, we had 13,584 full-time and part-time employees globally. In determining the employee population for purposes of identifying the median employee, we included all of our employees in the United States (10,343) and all of our employees in Poland (2,885). As permitted by the de minimis exemption under SEC regulations, for purposes of identifying the median employee in fiscal year 2023, we excluded all of the employees from the following countries, which represent in the aggregate less than 5 percent (5%) of our total employees: two employees in Australia, three employees in Canada, 106 employees in China, 12 employees in India, one employee in Indonesia, six employees in Malaysia, five employees in Vietnam, nine employees in Czechoslovakia, one employee in France, 25 employees in Germany, four employees in Netherlands, two employees in Slovakia, eight employees in the United Arab Emirates and 172 employees in the United Kingdom. We then identified the median employee based on base salary and target bonus for the fiscal year ended August 31, 2023. Because there was a small number of employees (approximately 141), who earned commissions rather than a bonus or were drivers paid by mile, we used base salary and commissions, or mileage pay paid, respectively for the calendar year 2022, for these employees. Earnings of our employees in Poland were converted from PLN to USD at a rate of PLN 4.0695 to $1.00 which is consistent with conversions for other purposes. We then utilized the same rules which we applied to the calculation of total compensation of the Company’s NEOs, as reflected in the Summary Compensation Table, to determine the annual total compensation of our median employee.
The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Commercial Metals Company 2024 Proxy Statement 61
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Donnie Garrison, brother of our Senior Vice President, Operational and Commercial Excellence, Ty L. Garrison, is employed by us as Lead—Mills Process in our Information Technology department. In this capacity, he was paid cash compensation, including base salary and annual bonus, of $142,412 for his services during fiscal year 2023, which is in line with CMC’s normal pay policies and practices. He received total taxable compensation of $136,726, including life insurance premiums. Ty L. Garrison does not directly or indirectly determine the compensation or job position of Donnie Garrison.
Since 1978, we have had a Code of Conduct that applies to all directors, officers and employees (collectively, “Covered Persons”). The Code of Conduct, as amended, can be found in the Corporate Governance section of our website at www.cmc.com. The Code of Conduct prohibits a Covered Person from engaging in transactions in which he or she may have a conflict of interest without first disclosing the potential conflict of interest to his or her supervisor and seeking prior approval. Additionally, we have adopted a written policy regarding review and approval of related party transactions by the Audit Committee (the “Related Person Transactions Policy”).
CMC’s Related Person Transactions Policy defines a “Related Person Transaction” as any transaction involving an amount in excess of $120,000 in which the Company is a participant and in which a Related Person (as defined below) has or will have a direct or indirect material interest, including, without limitation, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships. The Related Person Transactions Policy also contains categories of certain transactions that our Board has identified as not constituting Related Person Transactions, because such transactions are not deemed to create a direct or indirect material interest for the Related Person.
A “Related Person” is (i) an executive officer or director of the Company or a nominee for director of the Company, (ii) a beneficial owner of more than 5% of any class of voting securities of the Company or (iii) an immediate family member of any of the persons identified in clauses (i) or (ii). Immediate family members include a person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such person, and any individual (other than a tenant or employee) sharing the household of such person.
Under the Related Person Transactions Policy, each Related Person Transaction must be approved or ratified in accordance with the guidelines set forth in the policy (i) by the Audit Committee or (ii) if the Audit Committee determines that the approval or ratification of such Related Person Transaction should be considered by all of the disinterested members of our Board, by such disinterested members of our Board by the vote of a majority thereof. In considering whether to approve or ratify any Related Person Transaction, the Audit Committee or the disinterested members of our Board, as the case may be, shall consider all factors that in their discretion are relevant to the Related Person Transaction.
No director participates in any discussion or approval of a Related Person Transaction for which he or she is a Related Person, except that the director is required to provide all material information concerning the Related Person Transaction to the Audit Committee or disinterested directors reviewing such transaction.
Except as described herein, there were no transactions considered to be a Related Person Transaction since the beginning of CMC’s 2023 fiscal year through the date of this proxy statement.
Commercial Metals Company 2024 Proxy Statement 71
The following report shall not be deemed to be “soliciting material” or to be “filed with the SEC” or subject to the liabilities of Section 18 of the Exchange Act nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
Our Board annually selects the members of the Audit Committee. During fiscal year 2023, the members of the Audit Committee were Messrs. Szews (Chair) and McPherson, and Ms. Raiss. In addition, Mr. Matt was a member of the Audit Committee through April 9, 2023, the date he assumed the role of President of the Company. Our Board has determined that each member of the Audit Committee is qualified to serve. Our Board has determined that each member of the Audit Committee satisfies all applicable financial literacy requirements, and each member is independent as required by the Sarbanes-Oxley Act, Rule 10A-3 of the Exchange Act and the listing standards of the NYSE. Our Board has determined that Messrs. McPherson and Szews meet the definition of “audit committee financial expert” as defined by the SEC. During fiscal year 2023, the Audit Committee met five times.
Roles and Responsibilities
The Audit Committee’s responsibilities are outlined in a charter approved by our Board, a current copy of which can be found on our website at www.cmc.com by clicking on “Investors,” then “Governance and Board of Directors.” On an annual basis, the Audit Committee conducts a self-assessment review and also reviews and assesses the adequacy of its charter.
The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities related to the integrity of the Company’s financial statements and disclosures, the Company’s compliance with legal and regulatory requirements, the Company’s procedures for monitoring compliance with the Company’s Code of Conduct and Business Ethics, the Company’s policies and procedures to address cybersecurity risks, the qualifications, independence and performance of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function and the Company’s internal control systems. The Audit Committee, among other activities described in its charter, has sole authority for the appointment (subject to stockholder ratification), compensation, retention, oversight, termination and replacement of the independent registered public accounting firm, recommends to our Board whether the audited financial statements should be included in our Annual Report on Form 10-K, reviews quarterly financial statements and earnings press releases with management and the independent registered public accounting firm, reviews with our internal audit staff and independent registered public accounting firm our controls and procedures and is responsible for approving all audit and engagement fees of the independent registered public accounting firm. The Audit Committee also participates in the selection and evaluation of the Company’s lead audit partner. The Audit Committee regularly meets independently as a committee and separately from management with the internal audit staff, the independent registered public accounting firm, as well as the Chief Financial Officer, the Chief Legal Officer, and the Chief Accounting Officer.
Management of the Company has the responsibility for the preparation, presentation and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for the establishment and maintenance of systems of disclosure controls and procedures and internal control over financial reporting. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for auditing the Company’s financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, internal audit group and independent registered public accounting firm.
Commercial Metals Company 2024 Proxy Statement 72
2025 ANNUAL MEETING AND STOCKHOLDER PROPOSALS
It is currently contemplated that our 2025 annual meeting of stockholders will take place on or about January 8, 2025. Pursuant to regulations of the SEC, in order to be included in our proxy statement for the 2025 annual meeting, stockholder proposals must be received at our principal executive office, 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039, Attention: Corporate Secretary, no later than July 24, 2024 and must comply with additional requirements established by the SEC. Pursuant to our amended and restated bylaws, a stockholder proposal to bring business before the 2025 annual meeting of stockholders submitted outside of the processes established in Rule 14a-8 promulgated by the SEC or to nominate a person for election to the Board pursuant to the advance notice provisions of our amended and restated bylaws will be considered untimely before September 12, 2024 and untimely after October 12, 2024.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders pursuant to the advance notice provisions on the same basis that it evaluates other nominees for director, provided stockholders submit the required information in writing in a timely manner addressed to the attention of the Nominating and Corporate Governance Committee and delivered to our principal executive office, 6565 North MacArthur Blvd., Suite 800, Irving, Texas 75039, Attention: Corporate Secretary. A stockholder wishing to formally nominate a director for election at a stockholder meeting must comply with the advance notice provisions in our amended and restated bylaws addressing stockholder nominations of directors.
Pursuant to the proxy access provisions of our amended and restated bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees constituting up to 20% of the Board or two directors, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our amended and restated bylaws. To include a nominee for our Board in our proxy materials, a compliant nomination notice for the 2025 annual meeting must be received at our principal executive office, 6565 North MacArthur Blvd., Suite 800, Irving, Texas 75039, Attention: Corporate Secretary, no earlier than June 24, 2024 and no later than July 24, 2024. The nomination notice must contain the information required by the proxy access provisions of our amended and restated bylaws.
Stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to our Corporate Secretary that sets forth the information required by Rule 14a-19 of the Exchange Act in accordance with and within the time period prescribed in the advance notice provisions of our amended and restated bylaws.
Management knows of no other matter that will come before the Annual Meeting. However, if other matters do come before the Annual Meeting, the Proxy Holders will vote in accordance with their best judgment.
By Order of the Board of Directors,
Jody K. Absher
Senior Vice President, Chief Legal Officer and Corporate Secretary
November 21, 2023
Commercial Metals Company 2024 Proxy Statement 79
Pay vs Performance Disclosure Unit_pure in Millions |
12 Months Ended |
Aug. 31, 2023
USD ($)
|
Aug. 31, 2022
USD ($)
|
Aug. 31, 2021
USD ($)
|
Pay vs Performance Disclosure [Table] |
|
|
|
Pay vs Performance [Table Text Block] |
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO NEOs for the fiscal years listed below and certain measures of Company performance for such periods. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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Summary Compensation Table Total for PEO |
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Compensation Actually Paid to PEO |
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs |
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Value of Initial Fixed $100 Investment Based on: |
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2023 |
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|
$ |
9,603,625 |
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|
$ |
20,834,770 |
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|
$ |
2,648,855 |
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|
$ |
4,195,063 |
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|
$ |
282.94 |
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$ |
376.11 |
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$ |
859.8 |
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$ |
1,367 |
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2022 |
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$ |
10,207,641 |
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$ |
20,007,324 |
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$ |
2,768,137 |
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$ |
4,201,966 |
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$ |
201.02 |
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$ |
305.08 |
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$ |
1,217.3 |
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$ |
1,472 |
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2021 |
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$ |
9,054,252 |
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$ |
19,888,683 |
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$ |
2,357,005 |
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$ |
3,608,516 |
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$ |
159.38 |
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$ |
265.38 |
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$ |
412.9 |
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$ |
762 |
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(1) |
Barbara R. Smith was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |
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Paul J. Lawrence |
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Paul J. Lawrence |
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Peter R. Matt |
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Jody K. Absher |
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Ty L. Garrison |
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Paul J. Lawrence |
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Jennifer J. Durbin |
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Jody K. Absher |
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Ty L. Garrison |
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Tracy L. Porter |
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Jennifer J. Durbin |
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Jody K. Absher |
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Tracy L. Porter |
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Jennifer J. Durbin |
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(2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
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(3) |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
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Summary Compensation Table Total for PEO ($) |
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Exclusion of Stock Awards for PEO ($) |
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Inclusion of Equity Values for PEO ($) |
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Compensation Actually Paid to PEO ($) |
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2023 |
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$ |
9,603,625 |
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$ |
(6,184,205 |
) |
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$ |
17,415,350 |
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$ |
20,834,770 |
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2022 |
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$ |
10,207,641 |
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$ |
(5,825,836 |
) |
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$ |
15,625,519 |
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$ |
20,007,324 |
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2021 |
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|
$ |
9,054,252 |
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|
$ |
(4,859,240 |
) |
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$ |
15,693,671 |
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$ |
19,888,683 |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) |
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Average Exclusion of Stock Awards for Non-PEO NEOs ($) |
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Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
2023 |
|
|
$ |
2,648,855 |
|
|
|
$ |
(1,503,482 |
) |
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$ |
3,049,690 |
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|
$ |
4,195,063 |
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2022 |
|
|
$ |
2,768,137 |
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|
$ |
(1,115,542 |
) |
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$ |
2,549,371 |
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$ |
4,201,966 |
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2021 |
|
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$ |
2,357,005 |
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|
$ |
(917,366 |
) |
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$ |
2,168,877 |
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|
$ |
3,608,516 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
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Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
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of Equity Values for PEO ($) |
2023 |
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|
$ |
5,426,209 |
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$ |
2,054,000 |
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$ |
2,762,628 |
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$ |
7,172,513 |
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|
$ |
— |
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$ |
— |
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$ |
17,415,350 |
|
2022 |
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|
$ |
4,866,271 |
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$ |
1,133,400 |
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|
$ |
2,921,104 |
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$ |
6,704,744 |
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|
$ |
— |
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|
$ |
— |
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|
$ |
15,625,519 |
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2021 |
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|
$ |
3,837,861 |
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$ |
2,213,685 |
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$ |
2,687,565 |
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$ |
6,954,560 |
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$ |
— |
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$ |
— |
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$ |
15,693,671 |
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Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
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Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
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Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2023 |
|
|
$ |
2,002,411 |
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|
|
$ |
388,349 |
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|
$ |
— |
|
|
|
$ |
658,930 |
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|
$ |
— |
|
|
|
$ |
— |
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|
|
$ |
3,049,690 |
|
2022 |
|
|
$ |
1,216,609 |
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|
|
$ |
261,708 |
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|
|
$ |
253,162 |
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|
|
$ |
817,892 |
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|
|
$ |
— |
|
|
|
$ |
— |
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|
|
$ |
2,549,371 |
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2021 |
|
|
$ |
922,229 |
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$ |
348,646 |
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$ |
284,433 |
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$ |
613,569 |
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$ |
— |
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$ |
— |
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$ |
2,168,877 |
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(4) |
The Peer Group TSR set forth in this table utilizes the S&P 500 Steel Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K. The amounts reported reflect the cumulative TSR of the Company and the S&P 500 Steel Index as of August 31 of each year presented assuming an initial $100 investment on August 31, 2020. Historical stock performance is not necessarily indicative of future stock performance. |
|
(5) |
We determined Adjusted EBITDA (Comp) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in fiscal year 2023. We define Adjusted EBITDA (Comp) as the sum of the Company’s net earnings before interest expense, income taxes, depreciation and amortization expense, asset impairments, and amortization of acquired unfavorable contract backlog. Adjusted EBITDA (Comp) is a non-GAAP financial measure. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
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Company Selected Measure Name |
Adjusted EBITDA (Comp)
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Named Executive Officers, Footnote [Text Block] |
|
(1) |
Barbara R. Smith was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |
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|
Paul J. Lawrence |
|
Paul J. Lawrence |
|
Peter R. Matt |
|
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|
Jody K. Absher |
|
Ty L. Garrison |
|
Paul J. Lawrence |
|
|
|
Jennifer J. Durbin |
|
Jody K. Absher |
|
Ty L. Garrison |
|
|
|
Tracy L. Porter |
|
Jennifer J. Durbin |
|
Jody K. Absher |
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|
|
|
Tracy L. Porter |
|
Jennifer J. Durbin |
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|
Peer Group Issuers, Footnote [Text Block] |
The Peer Group TSR set forth in this table utilizes the S&P 500 Steel Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K. The amounts reported reflect the cumulative TSR of the Company and the S&P 500 Steel Index as of August 31 of each year presented assuming an initial $100 investment on August 31, 2020. Historical stock performance is not necessarily indicative of future stock performance.
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|
PEO Total Compensation Amount |
$ 9,603,625
|
$ 10,207,641
|
$ 9,054,252
|
PEO Actually Paid Compensation Amount |
$ 20,834,770
|
20,007,324
|
19,888,683
|
Adjustment To PEO Compensation, Footnote [Text Block] |
|
(3) |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
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|
Summary Compensation Table Total for PEO ($) |
|
Exclusion of Stock Awards for PEO ($) |
|
Inclusion of Equity Values for PEO ($) |
|
Compensation Actually Paid to PEO ($) |
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|
|
|
2023 |
|
|
$ |
9,603,625 |
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|
|
$ |
(6,184,205 |
) |
|
|
$ |
17,415,350 |
|
|
|
$ |
20,834,770 |
|
|
|
|
|
|
2022 |
|
|
$ |
10,207,641 |
|
|
|
$ |
(5,825,836 |
) |
|
|
$ |
15,625,519 |
|
|
|
$ |
20,007,324 |
|
|
|
|
|
|
2021 |
|
|
$ |
9,054,252 |
|
|
|
$ |
(4,859,240 |
) |
|
|
$ |
15,693,671 |
|
|
|
$ |
19,888,683 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
|
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
|
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
|
of Equity Values for PEO ($) |
2023 |
|
|
$ |
5,426,209 |
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|
|
$ |
2,054,000 |
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|
$ |
2,762,628 |
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|
|
$ |
7,172,513 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
17,415,350 |
|
2022 |
|
|
$ |
4,866,271 |
|
|
|
$ |
1,133,400 |
|
|
|
$ |
2,921,104 |
|
|
|
$ |
6,704,744 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,625,519 |
|
2021 |
|
|
$ |
3,837,861 |
|
|
|
$ |
2,213,685 |
|
|
|
$ |
2,687,565 |
|
|
|
$ |
6,954,560 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,693,671 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,648,855
|
2,768,137
|
2,357,005
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,195,063
|
4,201,966
|
3,608,516
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
(3) |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
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|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
|
Average Exclusion of Stock Awards for Non-PEO NEOs ($) |
|
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
2023 |
|
|
$ |
2,648,855 |
|
|
|
$ |
(1,503,482 |
) |
|
|
$ |
3,049,690 |
|
|
|
$ |
4,195,063 |
|
2022 |
|
|
$ |
2,768,137 |
|
|
|
$ |
(1,115,542 |
) |
|
|
$ |
2,549,371 |
|
|
|
$ |
4,201,966 |
|
2021 |
|
|
$ |
2,357,005 |
|
|
|
$ |
(917,366 |
) |
|
|
$ |
2,168,877 |
|
|
|
$ |
3,608,516 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
|
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
|
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
|
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2023 |
|
|
$ |
2,002,411 |
|
|
|
$ |
388,349 |
|
|
|
$ |
— |
|
|
|
$ |
658,930 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
3,049,690 |
|
2022 |
|
|
$ |
1,216,609 |
|
|
|
$ |
261,708 |
|
|
|
$ |
253,162 |
|
|
|
$ |
817,892 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
2,549,371 |
|
2021 |
|
|
$ |
922,229 |
|
|
|
$ |
348,646 |
|
|
|
$ |
284,433 |
|
|
|
$ |
613,569 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
2,168,877 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Relationship Among PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years and the S&P 500 Steel Index TSR over the same period.
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, and our Company-Selected Measure during the three most recently completed fiscal years.
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
Relationship Among PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years and the S&P 500 Steel Index TSR over the same period.
|
|
|
Tabular List [Table Text Block] |
Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for fiscal year 2023 to Company performance. The measures in this table are not ranked.
|
|
|
Total Shareholder Return Amount |
$ 282.94
|
201.02
|
159.38
|
Peer Group Total Shareholder Return Amount |
376.11
|
305.08
|
265.38
|
Net Income (Loss) |
$ 859,800,000
|
$ 1,217,300,000
|
$ 412,900,000
|
Company Selected Measure Amount |
1,367
|
1,472
|
762
|
PEO Name |
Barbara R. Smith
|
|
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Adjusted EBITDA (Comp)
|
|
|
Non-GAAP Measure Description [Text Block] |
We determined Adjusted EBITDA (Comp) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in fiscal year 2023. We define Adjusted EBITDA (Comp) as the sum of the Company’s net earnings before interest expense, income taxes, depreciation and amortization expense, asset impairments, and amortization of acquired unfavorable contract backlog. Adjusted EBITDA (Comp) is a non-GAAP financial measure. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Adjusted Earnings (Comp)
|
|
|
Measure [Axis]: 3 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
ROICC
|
|
|
Measure [Axis]: 4 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Relative TSR
|
|
|
PEO [Member] | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ (6,184,205)
|
$ (5,825,836)
|
$ (4,859,240)
|
PEO [Member] | Inclusion of Equity Values [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
17,415,350
|
15,625,519
|
15,693,671
|
PEO [Member] | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
5,426,209
|
4,866,271
|
3,837,861
|
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,054,000
|
1,133,400
|
2,213,685
|
PEO [Member] | VestingDate Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,762,628
|
2,921,104
|
2,687,565
|
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
7,172,513
|
6,704,744
|
6,954,560
|
PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Total Inclusion of Equity Values [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
17,415,350
|
15,625,519
|
15,693,671
|
Non-PEO NEO [Member] | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(1,503,482)
|
(1,115,542)
|
(917,366)
|
Non-PEO NEO [Member] | Inclusion of Equity Values [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
3,049,690
|
2,549,371
|
2,168,877
|
Non-PEO NEO [Member] | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,002,411
|
1,216,609
|
922,229
|
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
388,349
|
261,708
|
348,646
|
Non-PEO NEO [Member] | VestingDate Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
253,162
|
284,433
|
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
658,930
|
817,892
|
613,569
|
Non-PEO NEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Total Inclusion of Equity Values [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 3,049,690
|
$ 2,549,371
|
$ 2,168,877
|