Brian J. Dunn - Nov 17, 2021 Form 4 Insider Report for MATTHEWS INTERNATIONAL CORP (MATW)

Role: EVP, Strategy and Corp. Develo
Signature: /s/ Brian D. Walters (Attorney-in-Fact)
Stock symbol: MATW
Transactions as of: Nov 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/19/2021, 02:07 PM
Previous filing: Nov 17, 2021
Next filing: Nov 22, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MATW	Restricted Share Units	Award	$0	+17K		$0.00	17K	Nov 17, 2021	Class A Common Stock	17K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Award of restricted share units under the Company's 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.
F2	In general, 40% of the grant vests on November 17, 2024; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon the Company achieving certain metrics based on adjusted earnings per share. Vesting of all units are generally subject to continuing employment through November 17, 2024. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance-based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or earnings per share thresholds by the end of the performance period will be forfeited.

Content

Award of restricted share units under the Company's 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.

In general, 40% of the grant vests on November 17, 2024; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon the Company achieving certain metrics based on adjusted earnings per share. Vesting of all units are generally subject to continuing employment through November 17, 2024. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance-based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or earnings per share thresholds by the end of the performance period will be forfeited.

Remarks:

The Power of Attorney dated November 20, 2017 was filed on May 30, 2018, in Form 4, and is incorporated herein by reference.