Gary Raymond Kohl - Nov 17, 2021 Form 4 Insider Report for MATTHEWS INTERNATIONAL CORP (MATW)

Role: President SGK
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, 02:10 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	+29.3K		$0.00	29.3K	Nov 17, 2021	Class A Common Stock	29.3K	$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	Award includes 17,000 of restricted shares units of which, 40% vests on November 17, 2024; 30% vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% 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. Award also includes an additional 12,300 of time-based restricted share units, which vest on 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.

Award includes 17,000 of restricted shares units of which, 40% vests on November 17, 2024; 30% vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% 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. Award also includes an additional 12,300 of time-based restricted share units, which vest on 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 April 23, 2018 was filed on April 25, 2018, in Form 3, and is incorporated herein by reference.