UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of 2023 Award Formula under the Company’s Key Officers Incentive Plan
On March 10, 2023 the Human Resources and Compensation Committee (“HRC Committee”) adopted the 2023 Award Formula (the “2023 Award Formula”) under the Key Officers Incentive Plan (“KOIP”). Our executive officers earn an annual cash incentive paid under the KOIP, based on achieving certain performance objectives for the year. The 2023 Award Formula is applicable to the Company’s executive officers, including the named executive officers listed below. Under the 2023 Award Formula, an executive officer is eligible to receive a cash award calculated by multiplying the executive’s annual base salary at the end of the year by a target percentage set by the HRC Committee (“Target Percentage”), then applying weighted achievement percentages for the Performance Objectives. Reference is made to the Company’s Form 8-K filed February 23, 2023 for the named executive officer’s 2023 annual base salaries and 2023 KOIP Target Percentages. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2023 Award Formula as follows:
| Participant Type |
Performance Objectives |
Relative Weight | ||
| Corporate Participants (Dolloff, Glassman, Tate & Douglas) |
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) |
65% | ||
| Cash Flow |
35% | |||
| Profit Center Participants (Hagale1 & Henderson) |
EBITDA |
65% | ||
| Free Cash Flow (FCF) |
35% |
1 Mr. Hagale is included in this report because he is expected to be a named executive officer in the Company’s 2023 Proxy Statement.
Corporate Participants. J. Mitchell Dolloff (President & CEO), Karl G. Glassman (Executive Chairman), Jeffrey L. Tate (EVP & CFO) and Scott S. Douglas (SVP – General Counsel & Secretary) are Corporate Participants. Awards for Corporate Participants are determined by the Company’s aggregate 2023 financial results. No awards will be paid for EBITDA achievement below $443.25 million or Cash Flow below $370.50 million. The maximum payout percentages for EBITDA and Cash Flow achievement are each capped at 200%.
Below are the 2023 Corporate Targets and Payout Schedule. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities. EBITDA and Cash Flow are adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2022 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.
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2023
Corporate Targets and Payout Schedule
| EBITDA | Cash Flow | |||||||||||
| Achievement | Payout | Achievement | Payout |
|||||||||
| < $443.25M | 0% | <$370.50M | 0% | |||||||||
| $443.25M | 50% | Threshold | $370.50M | 50% | ||||||||
| $591.00M | 100% | Target | $494.00M | 100% | ||||||||
| $738.75M | 200% | Maximum | $617.50M | 200% | ||||||||
Profit Center Participants. J. Tyson Hagale (EVP, President – Bedding Products) and Steven K. Henderson (EVP, President – Specialized Products and Furniture, Flooring & Textile Products) are Profit Center Participants. Achievement for EBITDA and FCF targets for Profit Center Participants is determined by aggregate 2023 financial results for the Profit Centers for which the participant is responsible. For Profit Center Participants, no awards are paid for achievement below 75% of the EBITDA and FCF targets. The EBITDA and FCF payouts are each capped at 200%.
Below are the 2023 Profit Center Targets and Profit Center Payout Schedule for Mr. Hagale and Mr. Henderson. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results for each profit center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and FCF targets relating to the divested businesses will be prorated to reflect only the portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations.
Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in business conditions, and (v) the impact of corporate allocations. EBITDA and FCF are adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2022 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.
| 2023 Profit Center Targets |
2023 Profit Center Payout Schedule | |||||||||||
| Segments
|
EBITDA Target |
FCF Target |
EBITDA/FCF Achievement |
Payout
| ||||||||
| Bedding Products |
$286.40M | $282.80M | <75% | 0% | ||||||||
| Specialized and FF&T |
$339.10M | $263.00M | 75% | Threshold | 50% | |||||||
| 100% | Target | 100% | ||||||||||
| 125% | Maximum | 200% | ||||||||||
The definitions of EBITDA, Cash Flow and Free Cash Flow and a sample calculation are included in the 2023 Award Formula, which is attached and incorporated herein by reference as Exhibit 10.1. The 2023 Award Formula was adopted pursuant to the Company’s 2020 Key Officers Incentive Plan, effective January 1, 2020, filed February 19, 2020 as Exhibit 10.1 to the Company’s Form 8-K.
Amendments to the Company’s Form of Performance Stock Unit Award Agreement
On March 10, 2023, the HRC Committee amended the Company’s Form of Performance Stock Unit Award Agreement (the “2023 Form of PSU Award”).
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Prior to the amendment, the form of PSU award provided that PSUs vest at the end of a three-year performance period (the “Performance Period”), based upon two performance objectives:
Relative TSR. Fifty percent (50%) of each PSU award vested based upon the Company’s Total Shareholder Return (“TSR”) compared to a peer group consisting of all the companies in the Industrial, Consumer Discretionary, and Materials sectors of the S&P 500 and S&P 400. TSR is calculated as:
(Ending Stock Price – Beginning Stock Price + Reinvested Dividends) / Beginning Stock Price
The “Beginning Stock Price” is the average closing share price of the Company’s stock for the last 20 trading days prior to the Performance Period. The “Ending Stock Price” is the average closing share price of the Company’s stock for the last 20 trading days within the Performance Period.
EBIT CAGR. Fifty percent (50%) of each PSU award vested based upon the Company’s (for Dolloff, Glassman, Tate, and Douglas) or the Bedding Products Segment’s (for Hagale), or the Specialized Products and Furniture, Flooring & Textile Products Segments’ (for Henderson) compound annual growth rate (“CAGR”) of Earnings Before Interest and Taxes (“EBIT”) during the third fiscal year of the Performance Period compared to the Company’s (or applicable segments’) EBIT in the fiscal year immediately preceding the Performance Period.
The payout percentage under the prior form of PSU award ranged from 0% to 200% of the base award of PSUs as determined by the level of achievement of Relative TSR and EBIT CAGR. However, in the event that the Company’s TSR for the Performance Period was negative (Ending Stock Price plus Reinvested Dividends was less than Beginning Stock Price), the Relative TSR vesting percentage was capped at 100%. The vesting schedules, including the thresholds and caps for Relative TSR and EBIT CAGR, and terms and conditions regarding the calculation of Relative TSR and EBIT CAGR can be found in the 2021 Form of PSU Award Agreement filed May 6, 2021 as Exhibit 10.4 to the Company’s Form 10-Q.
Pursuant to the amendment, the HRC Committee changed the performance criteria in the 2023 Form of PSU Award. The 2023 Form of PSU Award includes two performance objectives. The executives’ base payout percentage will be determined by the level of achievement of these performance objectives, but will be adjusted by applying a multiplier based on Relative TSR. The payout percentage is capped at 200%.
EBITDA. Fifty percent (50%) of the award will be based on the Company’s total Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) during the three-year Performance Period.
ROIC. Fifty percent (50%) of the award will be based on the Company’s Return on Invested Capital (“ROIC”) during the three-year Performance Period. ROIC is calculated as (i) the Company’s average net operating profit after tax in the first, second and third years of the Performance Period divided by (ii) the Company’s average Invested Capital on the last day of the fiscal year immediately preceding the Performance Period and the last day of the first, second and third years of the Performance Period. “Invested Capital” is the sum of shareholder equity, long-term debt and short-term debt, less cash and cash equivalents.
Relative TSR Multiplier. The combined EBITDA and ROIC results are subject to a payout multiplier based upon the Company’s Total Shareholder Return compared to a peer group over the Performance Period (“Relative TSR”). Relative TSR is calculated with the same peer group and in the same manner as disclosed above. There is a 25% reduction (a multiplier of 0.75) in the payout if the Company’s Relative TSR ranks in the bottom quartile, a 25% increase (a multiplier of 1.25) if the Company’s Relative TSR ranks in the top quartile, and an adjustment determined on a linear basis if the Company’s Relative TSR ranks in between these levels. The Relative TSR multiplier cannot be applied to make the award’s total payout exceed the maximum 200%, and, if the Company’s absolute TSR for the Performance Period is negative (Ending Stock Price plus Reinvested Dividends is less than Beginning Stock Price), application of the Relative TSR multiplier may not increase the Award’s total payout above 100%.
The base payout percentage is determined by the level of achievement of EBITDA and ROIC according to the schedules below.
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| EBITDA $ |
EBITDA Vesting % |
ROIC Achievement % |
ROIC Payout % | |||||
| <$1,415.25M | 0% | <8.5% | 0% | |||||
| $1,415.25M |
50% | Threshold | 8.5% | 50% | ||||
| $1,887.00M |
100% | Target | 10.0% | 100% | ||||
| $2,358.75M |
200% | Maximum | 11.5% | 200% |
Payouts will be interpolated for results falling between the levels shown. The base payout percentage will be adjusted by applying the Relative TSR multiplier as determined by the Company’s Relative TSR percentage during the Performance Period according to the following schedule.
| Relative TSR Percentile |
Relative TSR Multiplier |
|||||
| <25th |
0.75 | |||||
| 25th |
0.75 | |||||
| 50th |
1.00 | |||||
| 75th |
1.25 | |||||
| >75th |
1.25 |
The multiplier will be interpolated for results falling between the levels shown. The terms and conditions related to the calculations of EBITDA and ROIC can be found in the 2023 Form of PSU Award attached hereto and incorporated herein as Exhibit 10.4.
General Terms and Conditions
The PSUs normally vest on the last day of the Performance Period. Generally, if the executive has a separation from service, other than for retirement, death, or disability, before the PSUs vest, they are immediately forfeited. In the event of retirement, the award will vest at the end of the Performance Period and will be prorated for the number of days employed during the Performance Period prior to termination. Retirement is defined as a termination other than for cause occurring on or after age 65, or the combination of the executive’s age and years of service being greater than or equal to 70 years. In the case of termination due to death or disability, the award will vest immediately at 100% of the base award.
Fifty percent (50%) of the vested PSU award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of Company common stock, although the Company reserves the right, except for distributions to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, to pay up to one hundred percent (100%) in cash. The awards will be paid following the end of the Performance Period but no later than March 15 of the year following the Performance Period. Cash will be paid equal to the number of vested PSUs multiplied by the closing market price of Company common stock on the last business day of the Performance Period. Shares will be issued on a one-to-one basis for vested PSUs. Both the amount of cash paid and number of shares issued will be reduced for applicable tax withholding. PSUs may not be transferred, assigned, pledged or otherwise encumbered, and have no voting or dividend rights.
Under certain circumstances, if a change in control of the Company occurs and the executive’s employment is terminated, the PSU award will vest and the executive will receive a 200% payout. Also, if within 24 months of payment, the Company is required to restate previously reported financial results, the executive must repay any amounts paid in excess of the amount that would have been paid based on the restated financials. Finally, the PSU awards contain non-competition and non-solicitation covenants during employment and generally for one year after payout.
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The foregoing is only a summary of the 2023 Form of Performance Stock Unit Award Agreement and is qualified in its entirety by reference to the 2023 Form of PSU Award, which is attached as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.
Grant of Long-Term Incentive Awards to Named Executive Officers
Each year equity-based long-term incentive (“LTI”) awards are granted to our named executive officers and other executives of the Company. Each named executive officer has an LTI award multiple (approved by the HRC Committee), which, except as noted below, is allocated between performance stock units (“PSUs”) making up sixty percent (60%) of the overall 2023 LTI award and restricted stock units (“RSUs”) making up forty percent (40%) of the overall 2023 LTI award. The number of PSUs and RSUs to be granted to each executive was determined by multiplying the executive’s 2023 annual base salary by the executive’s respective LTI award multiple and dividing this amount by the average closing price of the Company’s common stock for the 10 trading days following the 2022 fourth quarter earnings release, which was $34.365 per share. Reference is made to the Company’s Form 8-K filed February 23, 2023 for the named executive officer’s 2023 annual base salaries and 2023 LTI award multiples.
Grant of Performance Stock Units. On March 10, 2023, the HRC Committee granted a base award of PSUs to each of our named executive officers under the 2023 Form of PSU Award in the amounts shown below.
| Threshold Payout of PSUs |
Base Award Target Payout of PSUs |
Maximum Payout of PSUs | ||||
| Named Executive Officer1 |
(50% Payout)2 |
(100% Payout) |
(200% Payout) | |||
| J. Mitchell Dolloff, President & CEO |
44,976 | 89,952 | 179,904 | |||
| Jeffrey L. Tate, EVP & CFO |
13,684 | 27,368 | 54,736 | |||
| J. Tyson Hagale, EVP, President – Bedding Products |
9,778 | 19,555 | 39,110 | |||
| Steven K. Henderson, EVP, President – Specialized Products and Furniture, Flooring & Textile Products |
9,778 | 19,555 | 39,110 | |||
| Scott S. Douglas, SVP – General Counsel & Secretary |
7,669 | 15,338 | 30,676 |
| 1 | Mr. Glassman did not receive a grant of PSUs for 2023. |
| 2 | If EBITDA and ROIC are achieved at their respective thresholds, and the Relative TSR Multiplier is 1.00, the payout percentage would be 50%. |
Grant of Restricted Stock Units. On March 10, 2023, the HRC Committee granted restricted stock units (“RSUs”) to our named executive officers in the amounts shown below.
| Named Executive Officer |
RSU Award | |
| J. Mitchell Dolloff, President & CEO |
59,968 | |
| Karl G. Glassman1, Executive Chairman |
18,333 | |
| Jeffrey L. Tate, EVP & CFO |
18,245 | |
| J. Tyson Hagale, EVP, President – Bedding Products |
13,037 | |
| Steven K. Henderson2, EVP, President – Specialized Products and Furniture, Flooring & Textile Products |
13,037 | |
| Scott S. Douglas, SVP – General Counsel & Secretary |
10,226 | |
| 1 Mr. Glassman’s RSU award was prorated in anticipation of his May 4, 2023 retirement date. |
||
| 2 In addition to the RSUs awarded pursuant to the LTI awards disclosed above, Mr. Henderson was granted 4,000 RSUs in connection with his Agreement with the Company, dated November 4, 2019, which was filed February 24, 2021 as Exhibit 10.4 to the Company’s Form 8-K. | ||
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The RSUs generally vest, provided that the executive remains employed with the Company, in one-third (1/3) increments on the first, second, and third anniversaries of the grant date. In the event of retirement, the RSUs continue to vest on each of the vesting dates. Upon vesting, each RSU is converted into one share of Company common stock and distributed, subject to reduction for required tax withholding.
For the general terms and conditions of the RSU award, reference is made to the 2021 Form of Restricted Stock Unit Award Agreement, filed February 24, 2021 as Exhibit 10.6 to the Company’s Form 8-K and is incorporated herein by reference.
The PSU and RSU awards are granted under the Company’s Flexible Stock Plan, as amended and restated effective May 15, 2020, filed March 31, 2020 as an Appendix to the Company’s Proxy Statement for the Annual Meeting of Shareholders, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| * | Denotes filed herewith. |
| ** | Denotes management contract or compensatory plan or arrangement. |
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||||||
| Date: March 10, 2023 |
By: | /s/ SCOTT S. DOUGLAS | ||||
| Scott S. Douglas | ||||||
| Senior Vice President – | ||||||
| General Counsel & Secretary | ||||||
8
Exhibit 10.1
2023 AWARD FORMULA
FOR THE
2020 KEY OFFICERS INCENTIVE PLAN
The 2020 Key Officers Incentive Plan (the “Plan”) provides cash Awards to Participants based on achievement of Performance Objectives for a specified Performance Period. Capitalized terms not defined in this document have the meaning ascribed under the Plan.
Participants in the Plan are the Section 16 Officers of the Company. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage of the Participant’s base salary at the end of the Performance Period. The Award Formulas and each Participant’s Target Percentage are determined by the Committee.
For the Performance Period commencing January 1, 2023 and ending December 31, 2023, Awards under the Plan will be determined by achievement of the following Performance Objectives.
| Participant Type | Performance Objectives | Relative Weight | ||
| Corporate Participants |
Earnings Before Interest, Taxes, Depreciation, Amortization (EBITDA) | 65% | ||
| Cash Flow | 35% | |||
| Profit Center Participants |
Earnings Before Interest, Taxes, Depreciation, Amortization (EBITDA) | 65% | ||
| Free Cash Flow (FCF) | 35% |
Award Formula for Corporate Participants
EBITDA and Cash Flow for Corporate Participants are calculated as follows:
| EBITDA = Earnings before interest, taxes, depreciation and amortization | ||
| Cash Flow = |
Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) ± Change in Working Capital1 + Non-Cash Impairments – Capital Expenditures | |
1 Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2022 to December 31, 2023, as reflected on the Company’s Consolidated Balance Sheets
Achievement of EBITDA and Cash Flow targets for Corporate Participants is determined by the Company’s aggregate 2023 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the EBITDA and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities.
EBITDA and Cash Flow shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2022 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
Achievement targets and payout percentages for Corporate Participants’ EBITDA and Cash Flow are set forth below. No Awards are paid for EBITDA achievement below $443.25 million or Cash Flow below $370.50 million. The EBITDA and Cash Flow payouts are each capped at 200%. Payouts will be interpolated for achievement levels falling between those set out in the schedule.
| 2023 Corporate Targets and Payout Schedule | ||||||||||||
| EBITDA | Cash Flow | |||||||||||
| Achievement | Payout | Achievement | Payout | |||||||||
| <$443.25M |
0% | <$ 370.50M | 0% | |||||||||
| $ 443.25M |
50% | Threshold | $ 370.50M | 50% | ||||||||
| $ 591.00M |
100% | Target | $ 494.00M | 100% | ||||||||
| $ 738.75M |
200% | Maximum | $ 617.50M | 200% | ||||||||
Award Formula for Profit Center Participants
| EBITDA = Earnings Before Interest Taxes Depreciation and Amortization | ||
| FCF = |
EBITDA (adjusted for currency effects) ± Change in Working Capital1 + Non-Cash Impairments – Capital Expenditures | |
1 Change in Working Capital from December 31, 2022 to December 31, 2023, excluding cash, current maturities of long-term debt, and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income tax receivable and payable, current deferred taxes assets and liabilities, and dividends payable.
Achievement of EBITDA and FCF targets for Profit Center Participants is determined by aggregate 2023 financial results for the Profit Centers for which the Participant is responsible. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the EBITDA and FCF targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in business conditions, and (v) the impact of corporate allocations.
EBITDA and FCF shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting
2
Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2022 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures.
Achievement targets and payout percentages for the Profit Center Participant’s EBITDA and FCF are set forth below. No Awards are paid for achievement below 75% of the EBITDA and FCF targets. The EBITDA and FCF payouts are each capped at 200%. The payout will be interpolated for achievement levels falling between those set out in the schedule.
| 2023 Profit Center Targets | ||||||||
| Segment | EBITDA Target |
FCF Target |
||||||
| Bedding Products Segment |
$286.40M | $ 282.80M | ||||||
| Specialized Products + Furniture, Flooring & Textile Products |
$339.10M | $ 263.00M | ||||||
| 2023 Profit Center Payout Schedule | ||||||||
| Achievement |
Payout | |||||||
| <75% |
0% | |||||||
| 75% |
Threshold | 50% | ||||||
| 100% |
Target | 100% | ||||||
| 125% |
Maximum | 200% | ||||||
Sample Calculation
For Corporate and Profit Center Participants, the Award is calculated by multiplying the Participant’s salary, Target Percentage, the relative weight of the Performance Objective, and the payout percentage for each Performance Objective. The sample calculation below assumes a Participant with a base salary of $500,000, a Target Percentage of 80%, an EBITDA payout of 120%, and a Cash Flow/FCF payout of 80%:
| Performance Objective |
Participant’s Base Salary |
Participant’s Target% |
Relative Weight |
Payout Percentage |
Award | |||||
| EBITDA |
$500,000 | 80% | 65% | 120% | $312,000 | |||||
| Cash Flow/FCF |
$500,000 | 80% | 35% | 80% | $112,000 | |||||
|
| ||||||||||
| Total Award: | $424,000 | |||||||||
3
Exhibit 10.4
2023 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT
(3-Year Performance Period)
Congratulations! On ____________, [2023], Leggett & Platt, Incorporated (the “Company”) granted you a Performance Stock Unit Award (the “Award”) under the Company’s Flexible Stock Plan (the “Plan”). The Award is granted subject to the enclosed Terms and Conditions – [2023-2025] Performance Stock Unit Award (the “Terms and Conditions”).
You have been granted a base award of Performance Stock Units as reflected in your Morgan Stanley account. The number of PSUs for your base Award was determined by multiplying your current annual base salary by your Award multiple (set by Senior Management and approved by the Compensation Committee) and dividing this amount by the average closing share price of the Company’s stock for the 10 trading days following the [2022] fourth quarter earnings release.
A percentage of your base award, not to exceed 200%, will vest on December 31, [2025] and will be paid out by March 15, [2026]. Fifty percent of your vested Award will be paid out in cash, and the Company intends to distribute the remaining 50% in shares of the Company’s common stock.
As described in the Terms and Conditions, the payout percentage for this Award depends on the level of achievement of two performance objectives over the three-year performance period, as adjusted by a payout multiplier. 50% of your Award is based upon the Company’s Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and 50% is based upon the Company’s Return on Invested Capital (“ROIC”), according to the schedules below.
| EBITDA $ |
EBITDA Vesting % |
ROIC % |
ROIC Vesting % | |||||
| <$1,415.25M |
0% | <8.5% | 0% | |||||
| $1,415.25M |
50% | Threshold | 8.5% | 50% | ||||
| $1,887.00M |
100% | Target | 10.0% | 100% | ||||
| $2,358.75M |
200% | Maximum | 11.5% | 200% |
The combined EBITDA and ROIC results are subject to a payout multiplier based upon the Company’s Total Shareholder Return compared to a peer group over the three-year performance period (“Relative TSR”). As shown below, there will be a 25% reduction (a multiplier of 0.75) in your payout if our Relative TSR ranks in the bottom quartile, a 25% increase (a multiplier of 1.25) if we rank in the top quartile, and an adjustment determined on a linear basis if we rank in between these levels.
This award letter and the enclosed materials are part of a prospectus covering securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete.
The Relative TSR multiplier cannot be applied to make the Award’s total payout exceed the maximum 200%, and, if the Company’s absolute TSR for the performance period is negative, application of the Relative TSR multiplier may not increase the Award’s total payout above 100%.
You are not required to accept the Award. By signing below, you confirm that you understand and agree that this Award of Performance Stock Units is granted in exchange for you agreeing to the Terms and Conditions and the Plan, that the Terms and Conditions and the Plan are included in this Agreement by reference, and that you are not otherwise entitled to the Award. A summary of the Plan and the Company’s most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department.
Accepted and Agreed:
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Date: | ||||
2023-2025 TERMS AND CONDITIONS - PERFORMANCE STOCK UNIT AWARD
| 1. | Performance Period. Your payout under this Performance Stock Unit Award (the “Award”) will depend on (i) the base award shown on your Award Agreement and (ii) the Company’s, or applicable Profit Centers’, performance during the three-year period beginning January 1, [2023] and ending December 31, [2025] (the “Performance Period”). |
| 2. | Performance Objectives and Payout Multiplier. The payout under this Award is based upon the level of achievement of two performance objectives and a payout multiplier. The “Base Payout Percentage” of your Award is the aggregate of (i) 50% based upon the vesting percentage for the Company’s Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and (ii) 50% based upon the vesting percentage for the Company’s Return on Invested Capital (“ROIC”). The Base Payout Percentage will be adjusted by the Relative TSR Multiplier (described below) to determine your Award’s final payout percentage. The maximum payout percentage for the Award is 200%. |
| a. | EBITDA. EBITDA during the Performance Period is the total earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Company during the three-year Performance Period. |
The calculation of EBITDA will include results from businesses acquired during the Performance Period. EBITDA will exclude results for any businesses divested during the Performance Period. EBITDA will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, (iii) items that are outside the scope of the Company’s core, on-going business activities, and (iv) with respect to Profit Centers, all amounts relating to corporate allocations. EBITDA will be adjusted to eliminate gain, loss or expense, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 10-K relating to the fiscal year immediately preceding the Performance Period; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
The 50% of your Base Payout Percentage allocated to EBITDA will be determined according to the following schedule. Payouts will be interpolated for results falling between the levels shown.
| EBITDA $ |
EBITDA Vesting % | |||
| <$1,415.25M |
0% | |||
| $1,415.25M |
Threshold | 50% | ||
| $1,887.00M |
Target | 100% | ||
| $2,358.75M |
Maximum | 200% |
| b. | ROIC. ROIC during the Performance Period is (i) the Company’s average net operating profit after tax in the first, second and third years of the Performance Period divided by (ii) the Company’s average Invested Capital on the last day of the fiscal year immediately preceding the Performance Period and the last day of the first, second and third years of the Performance Period. “Invested Capital” is the sum of shareholder equity, long-term debt and short-term debt, less cash and cash equivalents. |
The calculation of ROIC, or ROIC targets shown in the table below, may be modified to reflect the impact from businesses acquired or divested during the Performance Period. ROIC will exclude (i)
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certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities. ROIC will be adjusted to eliminate gain, loss or expense, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 10-K relating to the fiscal year immediately preceding the Performance Period; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
The 50% of your Base Payout Percentage allocated to ROIC will be determined according to the following schedule. Payouts will be interpolated for results falling between the levels shown.
|
ROIC Achievement |
ROIC Payout | |||
| <8.5% |
0% | |||
| 8.5% |
Threshold | 50% | ||
| 10.0% |
Target | 100% | ||
| 11.5% |
Maximum | 200% |
| c. | Relative TSR Modifier. Your Base Payout Percentage will be adjusted by applying the Relative TSR Multiplier determined by the Company’s Relative TSR percentile during the Performance Period, according to the following schedule. The multiplier will be interpolated for results falling between the levels shown. |
| Relative TSR Percentile |
|
Relative TSR Multiplier | ||
| <25th |
0.75 | |||
| 25th |
0.75 | |||
| 50th |
1.00 | |||
| 75th |
1.25 | |||
| >75th |
1.25 |
The Award’s maximum 200% payout percentage cannot by exceeded by application of the Relative TSR Multiplier. In addition, in the event the Company’s TSR for the Performance Period is negative (Ending Stock Price plus Reinvested Dividends is less than the Beginning Stock Price), application of the Relative TSR Multiplier may not increase the Award’s final payout above 100%.
To determine the Company’s Relative TSR percentile rank, the Company’s Total Shareholder Return (“TSR”) during the Performance Period will be compared to the TSR of all the companies in the Industrial, Consumer Discretionary and Materials sectors of the S&P 500 and the S&P 400 (the “Peer Group”). TSR is calculated as follows and assumes dividends are reinvested on the ex-dividend date:
Ending Stock Price – Beginning Stock Price + Reinvested Dividends
Beginning Stock Price
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The “Beginning Stock Price” is the average closing share price of the Company’s stock for the last 20 trading days prior to the Performance Period. The “Ending Stock Price” is the average closing share price of the Company’s stock for the last 20 trading days within the Performance Period.
| 3. | Vesting of Award and Form of Payout. With the exception of early vesting for circumstances described in Sections 4 and 5, this Award will vest on December 31, [2025] (the “Vesting Date”). Fifty percent (50%) of your vested Award will be paid out in cash (the “Cash Portion”), and the Company intends to pay out the remaining fifty percent (50%) in shares of the Company’s common stock (the “Stock Portion”), although the Company reserves the right, except for distributions to persons subject to Section 16 of the Securities Exchange Act of 1934, to pay up to one hundred percent (100%) of the vested Award in cash. Your vested Award will be paid out as soon as reasonably practicable following the end of the Performance Period but in no event later than March 15, [2026] (the “Payout Date”). On the Payout Date, the Company will issue to you (i) one share of the Company’s common stock for each vested Performance Stock Unit comprising the Stock Portion of your Award, subject to reduction for tax withholding, and (ii) a check with a gross value equal to the closing market price of the Company’s common stock on the last business day of the Performance Period (or the date of the Change of Control if Section 5 applies) times the number of vested Performance Stock Units comprising the Cash Portion of your Award, subject to reduction for tax withholding as described in Section 8. |
| 4. | Termination of Employment. |
| a. | Except as provided in Section 4(b), Section 4(c), and Section 5, if your employment is terminated for any reason before the Vesting Date, your right to this Award will terminate immediately upon such termination of employment. Termination of employment and similar terms when used in this Award refer to a termination of employment that constitutes a separation from service within the meaning of Section 409A of the Internal Revenue Code. |
| b. | If your termination of employment during the Performance Period is due to Retirement (as defined below), your Award will vest at the end of the Performance Period and will be prorated for the number of days during the Performance Period prior to your termination. |
“Retirement” means a termination, other than for Cause (as defined below), occurring (i) on or after age 65, or (ii) on or after the date at which the combination of your age and your years of service with the Company or any company or division acquired by the Company is greater than or equal to 70 years.
| c. | If your termination of employment during the Performance Period is due to death or Disability (as defined below), your Award will vest immediately at 100% of your Base Award and be payable within 60 days of such event. |
“Disability” means the inability to substantially perform your duties and responsibilities by reason of any accident or illness that can be expected to result in death or to last for a continuous period of not less than one year.
| d. | The employment relationship will be treated as continuing intact while you are on military, sick leave or other bona fide leave of absence if (i) the Company does not terminate the employment relationship or (ii) your right to re-employment is guaranteed by statute or by contract. |
| 5. | Change in Control. If, during the Performance Period, a Change in Control of the Company (as defined in the Flexible Stock Plan, the “Plan”) occurs and your employment is terminated either (i) by the |
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Company (for reasons other than Disability or Cause, as defined below) or (ii) by you for Good Reason (as defined below), then the Company (or its successor) will issue to you 200% of your Base Award, within thirty (30) days following your termination of employment (subject to delay until the first day of the first month that is more than six months following your separation from service to the extent required in Section 16.7 of the Plan, if you are a specified employee within the meaning of Section 409A of the Internal Revenue Code).
| a. | Termination by Company for Cause. Termination for “Cause” under this Agreement shall be limited to the following: |
| i. | Your conviction of any crime involving money or other property of the Company or any of its affiliates (including entering any plea bargain admitting criminal guilt), or a conviction of any other crime (whether or not involving the Company or any of its affiliates) that constitutes a felony in the jurisdiction involved; or |
| ii. | Your willful act or omission involving fraud, misappropriation, or dishonesty that (i) causes significant injury to the Company or (ii) results in significant personal enrichment to you at the expense of the Company; or |
| iii. | Your continued, repeated, willful failure to substantially perform your duties; provided, however, that no discharge shall be deemed for Cause under this subsection (a) unless you first receive written notice from the Company advising you of specific acts or omissions alleged to constitute a failure to perform your duties, and such failure continues after you have had a reasonable opportunity to correct the acts or omissions so complained of. |
A termination shall not be deemed for Cause if, for example, the termination results from the Company’s determination that your position is redundant or unnecessary or that your performance is unsatisfactory for reasons not otherwise specified above.
| b. | Termination by Employee for Good Reason. You may terminate your employment for “Good Reason” by giving notice of termination to the Company during the Performance Period following (i) any action or omission by the Company described in this Section or (ii) receipt of notice from the Company of the Company’s intention to take any such action or engage in any such omission. |
The actions or omissions which may lead to a termination of employment for Good Reason are as follows:
| i. | A reduction by the Company in your base salary as in effect immediately prior to the Change in Control; or |
| ii. | A change in your reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, status, authority or responsibility; or |
| iii. | A material reduction in your target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or |
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| iv. | A requirement by the Company that you be based or perform your duties anywhere other than at the location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the Change in Control; or |
| v. | A material reduction in annual target value of your long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or |
| vi. | A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 13 of this Agreement; or |
| vii. | Any purported termination of your employment for Disability or for Cause that is not carried out pursuant to a notice of termination which satisfies the requirements of Section 5(c); and for purposes of this Agreement, no such purported termination shall be effective. |
| c. | Notice of Termination. Any purported termination by the Company of your employment shall be communicated by notice of termination to the other party. A notice of termination shall set forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination of employment under the Section so indicated. |
| d. | Date of Termination. The date your employment is terminated under Section 5 of this Agreement is called the “Date of Termination”. In cases of Disability, the Date of Termination shall be 30 days after notice of termination is given (provided that you shall not have returned to the performance of your duties on a full-time basis during such 30-day period). If your employment is terminated for Cause, the Date of Termination shall be the date specified in the notice of termination. If your employment is terminated for Good Reason, the Date of Termination shall be the date set out in the notice of termination. |
Any dispute by a party hereto regarding a notice of termination delivered to such party must be conveyed to the other party within 30 days after the notice of termination is given. If the particulars of the dispute are not conveyed within the 30-day period, then the disputing party’s claims regarding the termination shall be forever deemed waived.
| 6. | Transferability. The Performance Stock Units may not be transferred, assigned, pledged or otherwise encumbered until the underlying shares have been issued or settled in cash. |
| 7. | No Rights as Shareholder. You will not have the rights of a shareholder with respect to the Stock Portion of the Performance Stock Units until the underlying shares have been issued. You will not have the right to vote the shares or receive any dividends that may be paid on the underlying shares prior to issuance. |
| 8. | Withholding. You will recognize taxable income equal to the fair market value of the shares underlying the Stock Portion of the Award plus the dollar value of the Cash Portion of the Award on the Payout Date. This amount is subject to ordinary income tax and payroll tax. The Company will withhold (at the Company’s required withholding rate) any amount required to satisfy applicable tax laws (i) in cash from the Cash Portion of the payout and (ii) in shares from the Stock Portion of the payout. |
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The income and tax withholding generated by your payout will be reported on your W-2. If your personal income tax rate is higher than the Company’s required withholding rate, you will owe additional tax on the issuance. After payment of the ordinary income tax, the shares you receive for the Stock Portion of your payout will have a tax basis equal to the closing price of L&P stock on the Payout Date.
| 9. | Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable harm to the Company. In addition, you may have influence upon customer or supplier relationships, goodwill or loyalty which are valuable interests to the Company. |
During your employment and through one year after the Payout Date of this Award, you will not directly or indirectly (i) engage in any Competitive Activity, (ii) solicit orders from or seek or propose to do business with any customer, supplier, or vendor of the Company or its subsidiaries or affiliates (collectively, the “Companies”) relating to any Competitive Activity, (iii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies, or (iv) engage in activity that may require or inevitably will require disclosure of trade secrets, proprietary information, or confidential information. “Competitive Activity” means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved during the last year of your employment in the Restricted Territory. “Restricted Territory” means any geographic area in which any of the following occurred or existed during the last year of your employment with one or more of the Companies: (i) you contacted any customer, supplier or vendor, or (ii) any customer, supplier or vendor you serviced or used were located, or (iii) operations for which you had responsibility sold any products, or (iv) any products you designed were sold or distributed. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the one-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section and by any period that the Companies seek to enforce its rights for any violating conduct through litigation.
If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. “Award Gain” for the Cash Portion of your Award is equal to (i) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. “Award Gain” for the Stock Portion of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief.
If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set
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out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.
| 10. | Repayment of Awards. If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment. |
In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement.
The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment.
| 11. | Award Not Benefit Eligible. This Award will be considered special incentive compensation and will not be included as earnings, wages, salary or compensation in any pension, retirement, welfare, life insurance or other employee benefit plan or arrangement of the Company. |
| 12. | Plan Controls; Committee. This Award is subject to all terms, provisions and definitions of the Plan, which is incorporated by reference. In the event of any conflict, the Plan will control over this Award. Upon request, a copy of the Plan will be furnished to you. The Plan is administered by a committee of non-employee directors or their designees (the “Committee”). The Committee’s decisions and interpretations with regard to this Award will be binding and conclusive. |
| 13. | Assignment. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Award in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Award. As used in this Award, “Company” means (i) Leggett & Platt, Incorporated, its subsidiaries and affiliates, and (ii) any successor to its business and/or assets which executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Award by operation of law. |
| 14. | Section 409A. The Company believes this Award constitutes a short-term deferral within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder. Notwithstanding anything contained in these terms and conditions, it is intended that the Award will at all times meet the requirements of Section 409A and any regulations or other guidance issued thereunder, and that the provisions of the Award will be interpreted to meet such requirements. |
To the extent permitted by Section 409A, the Committee retains the right to delay a distribution of this Award if the distribution would violate securities laws or otherwise result in material harm to the Company.
| 15. | Data Privacy. You acknowledge and agree that the Company may collect, use and share your personal information, including transferring the personal information to the United States (which may have different data privacy laws and protections than one’s home country), to implement and administer the Award. This personal information may include, without limitation, your: employee identification |
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| number; national identification number; first and last names; home and other physical address; email addresses; telephone and fax numbers; dates of birth; organization name, job title, and department name; reporting hierarchy; work history; performance ratings; and payroll information. The Company will collect, process, and transfer the personal information pursuant to a proper legal basis and with appropriate safeguards, and may disclose such information to non-agent third parties assisting the Company in administering the Award. |
Additional information concerning the Company’s collection and use of your personal information is available in the Privacy Policy located on the Company’s intranet site.
| 16. | Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment. |
This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction.
Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts.
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