percentage of TSR Performance Shares to vest and be paid will be determined by mathematical interpolation. Notwithstanding the above, if the Company’s three-year total shareholder return is negative, then the percentage of the TSR Target Opportunity to be paid will be capped at 100%. TSR Performance Shares that do not vest will be automatically forfeited when the Compensation Committee makes its determination as to the extent to which the performance goal has been achieved, but no later than March 15, 20276.
Restricted Stock Units
On December 6, 2023, the Compensation Committee made a grant of 29,061 restricted stock units (“RSUs”) to D. P. Bauer, a grant of 14,864 RSUs to J. I. Loweth, and a grant of 4,227 RSUs to T. J. Silverstein. The grants were made under the 2010 Plan. A brief description of the principal terms and conditions of the RSUs is provided below.
An RSU is a right to receive one share of common stock of the Company (or the equivalent value in cash or in a combination of shares and cash, as determined by the Compensation Committee) at the end of a specified period of time (the “restricted period”). Except as otherwise specified in the 2010 Plan or determined by the Compensation Committee, the restricted period will lapse, and the RSUs will vest, in three annual installments, commencing on December 1, 2024. If an officer retires prior to a vesting date, the portion of the officer’s RSU grant associated with that vesting date and with all subsequent vesting dates will be automatically forfeited. No dividend equivalents will be provided in respect of the RSUs.
Retention Awards
On December 6, 2023, the Compensation Committee awarded special retention equity awards that are eligible to be earned by J. I. Loweth and T. J. Silverstein over a ten-year period following the date of the grant. The awards, which consist one-half of performance shares and one-half of time-based restricted stock units, are intended to incentivize sustained, long-term performance and retention. The awards are as follows:
ROC Performance Shares with a three-year performance cycle (October 1, 2023 through September 30 2026) and ten-year vesting period, as described below: Mr. Loweth, 10,556; Mr. Silverstein, 3,519;
TSR Performance Shares with a three-year performance cycle (October 1, 2023 through September 30 2026) and ten-year vesting period, as described below: Mr. Loweth, 10,556; Mr. Silverstein, 3,519;
ROC Performance Shares with a five-year performance cycle (October 1, 2023 through September 30 2028) and ten-year vesting period, as described below: Mr. Loweth, 10,556; Mr. Silverstein, 3,519; and
TSR Performance Shares with a five-year performance cycle (October 1, 2023 through September 30 2028) and ten-year vesting period, as described below: Mr. Loweth, 10,556; Mr. Silverstein, 3,519;
RSUs with a ten-year vesting period, as described below: Mr. Loweth, 42,222; Mr. Silverstein, 14,074.
The ROC Performance Shares and TSR Performance Shares granted as part of the special retention awards have terms similar to those set forth above with respect to performance share grants made to the principal executive officer, principal financial officer, and other named executive officers (including, for example, with respect to performance goals, performance cycles, Report Groups, and potential payout percentages), except (i) the performance cycle is five years rather than three years for one-half of each of the two types of performance shares, and (ii) an additional period of service is required beyond the end of each performance cycle, such that each award generally will vest, subject to the executive’s continued employment with the Company, at a rate of 20% of the earned performance shares on each of the sixth through tenth anniversaries of the date of grant.