Clearfield, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure
Pure in Thousands

12 Months Ended

Sep. 30, 2023

USD ($)

Sep. 30, 2022

USD ($)

Sep. 30, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table

The table below discloses for fiscal 2021, 2022 and 2023: (i) the total compensation (as reported in the Summary Compensation Table (“SCT”)) and the compensation actually paid (“CAP”) to the Company’s Chief Executive Officer; (ii) the average of the total compensation (as reported in the SCT) and the average CAP to the Company’s non-CEO Named Executive Officers (“NEOs”); (iii) the cumulative total shareholder return of the Company and the peer group; (iv) net income; and (v) net sales, which is the Company’s selected measure.

											Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for CEO⁽¹⁾ ($)		Compensation Actually Paid to CEO⁽²⁾ ($)			Average Summary Compensation Table Total for Non-CEO NEOs⁽¹⁾ ($)		Average Compensation Actually Paid to Non-CEO NEOs⁽²⁾ ($)			Total Shareholder Return ($)		Peer Group Total Shareholder Return⁽³⁾ ($)		Net Income (in thousands) ($)		Net Sales (in thousands) ($)
2023		1,061,862		(2,349,316	)		864,078		(1,275,161	)		143.43		149.69		32,533		268,720
2022		1,972,574		6,012,670			1,458,989		4,432,054			518.78		114.34		49,362		270,883
2021		1,516,456		3,173,910			1,109,922		2,338,110			218.89		140.49		20,327		140,755

(1)

Cheryl Beranek is the Chief Executive Officer and Daniel R. Herzog and John P. Hill are the non-CEO NEOs for the years shown.

PEO Total Compensation Amount

$ 1,061,862

$ 1,972,574

$ 1,516,456

PEO Actually Paid Compensation Amount

$ (2,349,316)

6,012,670

3,173,910

Adjustment To PEO Compensation, Footnote

(2)

The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to Ms. Beranek and average CAP to Messrs. Herzog and Hill.

	2023						2022						2021
Adjustments	CEO ($)			Average of Non-CEO NEOs ($)			CEO ($)			Average of Non-CEO NEOs ($)			CEO ($)			Average of Non-CEO NEOs ($)
Total Compensation from SCT		1,061,862			864,078			1,972,574			1,458,989			1,516,456			1,109,922
Less, value of Stock Awards and Option Awards reported in SCT		(615,600	)		(461,700	)		(623,291	)		(495,756	)		(217,032	)		(180,523	)
Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end		286,600			214,950			698,543			581,037			567,997			472,446
Plus, vesting date fair value of Stock Awards and Option Awards granted during the year that vested during the year		-			-			286,364			215,503			-			-
Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end		(2,457,990	)		(1,439,070	)		2,789,634			1,976,020			1,173,002			839,000
Plus, change in fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year		(624,188	)		(453,419	)		888,846			696,261			133,488			97,265
Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year		-			-			-			-			-			-
Compensation Actually Paid		(2,349,316	)		(1,275,161	)		6,012,670			4,432,054			3,173,910			2,338,110

(3)

The peer group used in this Pay Versus Performance table is the S&P 1500 Communications Equipment Index, which is the same peer group the Company uses for purposes of the stock performance graph in our Annual Report on Form 10-K.

Non-PEO NEO Average Total Compensation Amount

$ 864,078

1,458,989

1,109,922

Non-PEO NEO Average Compensation Actually Paid Amount

$ (1,275,161)

4,432,054

2,338,110

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

Description of Certain Relationships

The charts below provide a graphic description of the relationship: (i) between the Company’s cumulative total shareholder return and peer group cumulative total shareholder return; (ii) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s cumulative total shareholder return; (iii) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s net income; and (iv) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s net sales.

Tabular List, Table

Most Important Financial Measures

The table below lists the most important financial performance measures used by the Company to link CAP to the Company’s NEOs to Company performance.

Most Important Financial Performance Measures

Net Sales

Adjusted EBITDA

As further described in the Compensation Discussion and Analysis section of this proxy statement, the 2023 Bonus Program targets are weighted 75% net sales and 25% adjusted EBITDA.

Total Shareholder Return Amount

$ 143.43

518.78

218.89

Peer Group Total Shareholder Return Amount

149.69

114.34

140.49

Net Income (Loss)

$ 32,533,000

$ 49,362,000

$ 20,327,000