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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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The Andersons, Inc.
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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¬
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1
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)
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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¬
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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•
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Give the company the flexibility to use common stock to raise capital or use as consideration to acquire other businesses,
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•
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Allow the Company to declare stock splits or stock dividends, and
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•
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Permit the Company to continue to provide shares as part of employee benefit plans.
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1
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The election of nine directors identified as nominees herein to hold office for a one-year term.
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2
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Advisory approval or disapproval of executive compensation.
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3
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The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
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4
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The approval of an amendment to the Company’s Articles of Incorporation in order to authorize 21,000,000 additional Common Shares.
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5
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Any other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.
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By order of the Board of Directors
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Maumee, Ohio
March 16, 2015
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/s/ Naran U. Burchinow
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Naran U. Burchinow
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Secretary
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Page
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Introduction
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This Proxy Solicitation
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The Annual Meeting: Quorum
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Common Shares Outstanding
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 8, 2015
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Voting
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How to Vote Your Shares
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How to Revoke Your Proxy
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Voting at the Annual Meeting
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The Board’s Recommendations
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Votes Required to Approve Each Item
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Householding
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Where to Find Voting Results
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Summary of Proposals
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Election of Directors
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Corporate Governance
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Board Meetings and Committees
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Code of Ethics
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Review, Approval or Ratification of Transactions with Related Persons
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Audit Committee Report
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Use of Compensation Consultants
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Compensation / Risk Relationship
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Proposal for an Advisory Vote on Executive Compensation
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Appointment of Independent Registered Public Accounting Firm
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Independent Registered Public Accounting Firm
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Audit and Other Fees
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Policy on Audit Committee Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm
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Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm
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Proposal to Approve an Amendment to the Company's Amended and Restated Articles of Incorporation to Increase Number of Shares of Authorized Stock
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Share Ownership
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Shares Owned by Directors and Executive Officers
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Share Ownership of Certain Beneficial Owners
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Section 16(a) Beneficial Ownership Reporting Compliance
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Compensation and Leadership Development Committee Interlocks and Insider Participation
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Executive Compensation
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Compensation and Leadership Development Committee Report
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Compensation Discussion and Analysis
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Executive Summary
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General Principles and Procedures
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2014 Executive Compensation Components
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Director Compensation
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Other Information
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Shareholders Proposals for 2015 Annual Meeting
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Additional Information
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Appendix A - Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated March 3, 2015
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Appendix B - Amended Article Fourth (a) of the Amended and Restated Articles of Incorporation of the Corporation
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Appendix C - List of Companies Used to Benchmark Executive Compensation
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Appendix D - List of Companies Used to Benchmark CEO Compensation
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•
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Voting
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•
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Summary of Proposals
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•
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Election of Directors
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•
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Corporate Governance
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•
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Proposal for an Advisory Vote on Executive Compensation
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•
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Appointment of Independent Registered Public Accounting Firm
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•
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Proposal Regarding Amendment to the Articles of Incorporation to Increase the Number of Shares of Authorized Stock
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•
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Share Ownership
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•
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Executive Compensation
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•
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Director Compensation
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•
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Other Information
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•
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Vote by telephone:
If you received a proxy card, you can vote by phone at any time by calling the toll-free number (for residents of the U.S.) listed on your proxy card. To vote, enter the control number listed on your proxy card and follow the simple recorded instructions.
If you vote by phone, you do not need to return your proxy card.
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•
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Vote by mail:
If you received a proxy card and choose to vote by mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided.
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•
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Vote via the Internet:
You can vote by internet at any time by visiting the website listed on your proxy card, notice document or email that you received. Follow the simple instructions and be prepared to enter the code listed on the proxy card, notice document or email that you received.
If you vote via the Internet, you do not need to return your proxy card.
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•
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Vote in person at the Annual Meeting
.
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•
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Notifying Naran U. Burchinow, our Secretary, in writing prior to the Annual Meeting;
|
•
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Submitting a later dated proxy card, telephone vote or internet vote; or
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•
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Attending the Annual Meeting and revoking your proxy in writing.
|
•
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for the election of the nominated directors,
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•
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for the approval of the advisory resolution on executive compensation,
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•
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for the ratification of the independent registered public accounting firm, and
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•
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for the Amendment to increase the number of shares of authorized stock.
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Name
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Age
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Principal Occupation, Business Experience
and Other Directorships
|
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Director
Since
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Michael J. Anderson
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63
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Chief Executive Officer since January 1999, Chairman since 2009, President from January 1999 through December 2012. Prior to that President and Chief Operating Officer from 1996 through 1998, Vice President and General Manager of the Retail Group from 1994 until 1996 and Vice President and General Manager Grain Group from 1990 through 1994. Currently a Director of FirstEnergy Corp. beginning in 2007 and formerly a Director of Interstate Bakeries Corp from 1998 to 2009.
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1988
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Gerard M. Anderson
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56
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Chairman and Chief Executive Officer of DTE Energy since 2014; Chairman, President and Chief Executive Officer of DTE Energy from 2010 through 2013; President and Chief Operating Officer of DTE Energy from 2005 through 2010. Joined Detroit Edison, a subsidiary of DTE Energy in 1993 and held various executive positions. Prior to this, a consultant with McKinsey & Co., Inc. Director of DTE Energy since 2009.
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2008
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Catherine M. Kilbane
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51
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Senior Vice President, General Counsel and Secretary of The Sherwin-Williams Company since 2013. Prior to that, Senior Vice President, General Counsel and Secretary of American Greetings Corporation from 2003-2012. Prior to that a partner with the Cleveland law firm of Baker & Hostetler LLP.
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2007
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Robert J. King, Jr.
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59
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Senior Adviser for FNB Corp since 2013. Prior to that, President and Chief Executive Officer, PVF Capital Corp from 2009 to 2013; Senior Managing Director, Private Equity, FSI Group, LLC from 2006 through 2009; Managing Director, Western Reserve Partners LLC from 2005-2006; Regional President of Fifth Third Bank from 2002 through 2004 and Chairman, President and Chief Executive Officer of Fifth Third Bank (Northeastern Ohio) from 1997 through 2002. Director of Shiloh Industries, Inc. since 2005 and PVF Capital Corp. since 2009.
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2005
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Ross W. Manire
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63
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Chairman and Chief Executive Officer of ExteNet Systems, Inc. since 2002. Served as President, Enclosure Systems Division of Flextronics International from 2000 to 2002. Prior to that held senior management positions at Chatham Technologies, Inc., and 3Com Corporation. Former Partner at Ridge Capital Corporation and Ernst and Young. Director of Zebra Technologies Corporation since 2003 and Eagle Test Systems, Inc. from 2004 through 2008.
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2009
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Donald L. Mennel
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68
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Chairman of the Board of The Mennel Milling Company since 2012. President and Treasurer of The Mennel Milling Company from 1984 through 2012. Served on the Executive Committee of the North American Millers Association.
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1998
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Patrick S. Mullin
|
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66
|
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Retired Managing Partner of Deloitte & Touche LLP in Cleveland. Director of The OM Group, Inc. since 2011.
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2013
|
John T. Stout, Jr.
|
|
61
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Chairman and Chief Executive Officer of Plaza Belmont Management Group LLC since 2014. Prior to that, Chief Executive Officer of Plaza Belmont Management Group LLC since1998. Chairman of Diana Fruit Company since 2014. Previously President of Manildra Milling Corp and Manildra Energy Corp from 1991 through 1998 and Executive Vice President of Dixie Portland Flour Mills Inc. from 1984 to 1990.
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2009
|
Jacqueline F. Woods
|
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67
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Retired President of Ameritech Ohio (subsequently renamed AT&T Ohio). Director of The Timken Company since 2000.
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|
1999
|
|
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|
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Committees of the Board effective as of the May 2015
Annual Meeting
|
||||||
Name
|
|
Board
|
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Audit
|
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Compensation
and
Leadership
Development
|
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Governance /
Nominating
|
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Finance
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Michael J. Anderson
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C
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|
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Gerard M. Anderson
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X
|
|
|
|
|
|
|
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X
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Catherine M. Kilbane
|
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X
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|
X
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C
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|
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Robert J. King, Jr.
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X
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X
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|
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C
|
Ross W. Manire
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X
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X
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|
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X
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Donald L. Mennel
|
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X
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X
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C
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Patrick S. Mullin
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X
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C
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|
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X
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John T. Stout, Jr.
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|
X
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|
|
|
X
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|
|
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X
|
Jacqueline F. Woods
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X
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|
X
|
|
X
|
|
X
|
|
|
•
|
Able to serve for a reasonable period of time
|
•
|
Multi-business background preferred
|
•
|
Successful career in business preferred
|
•
|
Active vs. retired preferred
|
•
|
Audit Committee membership potential
|
•
|
Strategic thinker
|
•
|
Leader / manager
|
•
|
Agribusiness background, domestic and international
|
•
|
Transportation background
|
•
|
Retail background
|
•
|
Brand marketing exposure
|
AUDIT COMMITTEE
|
Patrick S. Mullin (chair), Catherine M. Kilbane, Ross W. Manire, Donald L. Mennel, Jacqueline F. Woods
|
Fees
|
|
2014
|
|
2013
|
||||
FD Executive/LongTerm Compensation Consulting
|
|
$
|
102,000
|
|
|
$
|
139,246
|
|
FD Fees for other consulting and actuarial services (1)
|
|
448,310
|
|
|
579,795
|
|
||
SB Executive Compensation Fees
|
|
78,208
|
|
|
—
|
|
||
Total
|
|
$
|
628,518
|
|
|
$
|
719,041
|
|
(1)
|
Services include consulting, communications, and technical support of the Company’s health and welfare and retirement plans. In 2014 and 2013, $109,800 and $42,000, respectively, was charged directly to the pension trust.
|
(a)
|
One Year Income Incentives
. The Company’s annual cash compensation program for management (MPP) is generally based on one year of income performance as defined by U.S. generally accepted accounting principles. By measuring only one year of income results, an incentive can be created to maximize short-term, same year profits by making unwise credit decisions which might increase long-term counterparty risk. This incentive is mitigated by the following: (i) the Company caps all short-term incentive compensation at two times the targeted amount for each position; (ii) the Company’s Vice President Finance & Treasurer must establish all credit limits above any material size (varies by business group); (iii) a majority of management employees who participate in MPP also participate in the Company’s long-term equity compensation program, which is coupled with equity retention requirements (which are large in the case of senior officers); and (iv) losses in subsequent years from imprudent credit decisions will reduce compensation in such subsequent years. We adopted a policy commencing 2014 requiring the repayment or “clawback” of excess cash or equity based compensation where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement from each executive officer of the Company (regardless of involvement in the cause of the restatement) and also the group controller of the business unit involved in the restatement. If this policy proves to be incompatible with final rules issued by the SEC implementing the requirement of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we will adjust our policy accordingly.
|
(b)
|
Performance Share Units
. Company officers receive Performance Share Units (PSUs) that vest based upon service and performance which is measured by three years of cumulative diluted earnings per share (nine quarters of cumulative diluted earnings per share for the 2013 grant) on a rolling basis. Absent mitigating controls to monitor equity transactions and manage the Company’s leverage, this award might otherwise induce actions to be taken to improve Company earnings per share results by creating a riskier balance sheet position by increasing the Company’s leverage or through the use of cash to purchase shares on the open market. The PSU award criteria might also encourage aggressive acquisition strategies, under which the Company might incur imprudent amounts of debt to finance riskier acquisitions in order to increase short-term earnings per share and thereby increase PSU awards. This incentive is mitigated by the following controls: (i) acquisitions of any significance require the approval of the CEO and the Board of Directors; (ii) officers have large equity retention requirements, which would be negatively impacted by transactions with large inherent risk, (iii) the Company’s leverage is managed within set guidelines by the CEO and the CFO, within levels approved by the Board of Directors.
|
(c)
|
Stock Appreciation Rights.
From 2006-2010, the Company awarded Stock Only Stock Appreciation Rights (“SOSARs”) in lieu of traditional stock options. SOSARs are awards paid in shares of Company stock whose number is determined based on the share price appreciation (at the exercise date) of the number of shares granted. While the Company’s SOSAR program presents a long-term incentive different than traditional stock options, it nonetheless presents executives with the choice of when to exercise the right to acquire the shares that become available as a result of stock appreciation under the program. In that respect, SOSARs, like any stock option, can encourage executives to enter into transactions with long-term risks which may result in short-term gains in stock price at the expense of the Company’s long-term financial performance. The temptation to engage in such transactions is mitigated by the following controls: (i) major transactions which might affect short-term stock price require the approval of both the CEO, as well as the Board, and (ii) our internal criteria for approving major investments utilizes a RAROC (Risk Adjusted Return on Capital) analysis whereby riskier investments require higher reward prospects for approval, making approval more difficult to achieve.
|
(d)
|
Restricted Share Awards
. In 2011, the Company replaced the SOSAR equity award with full value Restricted Share Awards (“RSAs”). Restricted shares are delivered at grant date and vest over a three year period (nine quarters for the 2013 grant). The main objective of RSAs is to promote retention. To a lesser extent, they also create focus on share price and alignment with shareholders, but the Company does not feel this is significant enough to encourage the taking of undue risk positions.
|
Fees
|
|
2014
|
|
2013
|
||||
Audit (1)
|
|
$
|
3,101,450
|
|
|
$
|
2,148,829
|
|
Audit-related (2)
|
|
365,478
|
|
|
225,340
|
|
||
Tax (3)
|
|
56,423
|
|
|
120,684
|
|
||
Other (4)
|
|
1,800
|
|
|
1,800
|
|
||
Total
|
|
$
|
3,525,151
|
|
|
$
|
2,496,653
|
|
(1)
|
Fees for professional services rendered for the audit of the consolidated financial statements, statutory and subsidiary audits, consents, and assistance with review of documents filed with the SEC. Fees reported relate only to audits of the Company and consolidated subsidiaries. In 2014 and 2013, PwC also audited certain non-consolidated affiliates.
|
(2)
|
Fees for review and testing of the SAP environment and the associated controls.
|
(3)
|
Fees for services related to tax consultations and tax planning projects.
|
(4)
|
Annual license fee for technical accounting research software.
|
|
|
Amount and Nature of Shares Beneficially Owned
|
||||||||||||
Name
|
|
SOSARs /
Options
(a)
|
|
Common
Shares
|
|
|
|
Aggregate
Number Of Shares
Beneficially
Owned
|
|
Percent
of Class
(b)
|
||||
Dennis J. Addis
|
|
—
|
|
|
10,465
|
|
|
(c)
|
|
10,465
|
|
|
*
|
|
Michael J. Anderson
|
|
—
|
|
|
566,011
|
|
|
(d)
|
|
566,011
|
|
|
2.0
|
%
|
Gerard M. Anderson
|
|
—
|
|
|
326,843
|
|
|
(e)
|
|
326,843
|
|
|
1.1
|
%
|
John J. Granato
|
|
—
|
|
|
8,666
|
|
|
|
|
8,666
|
|
|
*
|
|
Catherine M. Kilbane
|
|
—
|
|
|
19,830
|
|
|
|
|
19,830
|
|
|
*
|
|
Robert J. King, Jr.
|
|
—
|
|
|
21,412
|
|
|
|
|
21,412
|
|
|
*
|
|
Neill C. McKinstray
|
|
3,338
|
|
|
48,720
|
|
|
(f)
|
|
52,058
|
|
|
*
|
|
Ross W. Manire
|
|
—
|
|
|
8,368
|
|
|
|
|
8,368
|
|
|
*
|
|
Donald L. Mennel
|
|
3,600
|
|
|
65,003
|
|
|
(g)
|
|
68,603
|
|
|
*
|
|
Patrick S. Mullin
|
|
—
|
|
|
3,284
|
|
|
|
|
3,284
|
|
|
*
|
|
Harold M. Reed
|
|
—
|
|
|
103,892
|
|
|
(h)
|
|
103,892
|
|
|
*
|
|
John T. Stout, Jr.
|
|
—
|
|
|
12,002
|
|
|
(i)
|
|
12,002
|
|
|
*
|
|
Jacqueline F. Woods
|
|
—
|
|
|
21,003
|
|
|
|
|
21,003
|
|
|
*
|
|
All directors and executive officers as a group (22 persons)
|
|
26,318
|
|
|
1,655,169
|
|
|
|
|
1,681,487
|
|
|
5.9
|
%
|
(a)
|
Includes options exercisable within 60 days of February 28, 2015.
|
(b)
|
An asterisk denotes percentages less than one percent.
|
(c)
|
Includes 5,650 Common Shares owned by Dennis J. Addis, Trustee of the Dennis J. and Therese A. Addis Joint Revocable Trust.
|
(d)
|
Includes 150,138 Common Shares held by Mrs. Carol H. Anderson, Mr. Anderson’s spouse. Mr. Anderson disclaims beneficial ownership of such Common Shares.
|
(e)
|
Includes 316,497 shares held by trust.
|
(f)
|
Includes 2,378 Common Shares held by Mrs. Sandra J. McKinstray, Mr. McKinstray's spouse. Mr. McKinstray disclaims beneficial ownership of such Common Shares.
|
(g)
|
Includes 1,237 Common Shares held by Mrs. Louise Mennel, Mr. Mennel’s spouse. Mr. Mennel disclaims beneficial ownership of such Common Shares.
|
(h)
|
Includes 55,563 Common Shares held by trust.
|
(i)
|
Includes 4,219 Common Shares held by trust.
|
Title of Class
|
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Common Shares Beneficially Owned
|
|
Percent of Class as of
December 31, 2013
|
||
Common Shares
|
|
The Vanguard Group, Inc. (a)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
|
2,271,079
|
|
|
7.85
|
%
|
Common Shares
|
|
Blackrock, Inc. (b)
55 East 52
nd
Street
New York, New York 10022
|
|
2,627,422
|
|
|
9.10
|
%
|
Common Shares
|
|
Dimensional Fund Advisors LP (c)
Building One
6300 Bee Cave Road
Austin, TX 78746
|
|
1,568,014
|
|
|
5.43
|
%
|
Common Shares
|
|
Allianz Global Investors U.S. Holdings LLC (d)
680 Newport Center Drive
Suite 250
Newport Beach, California 92660
|
|
2,044,608
|
|
|
7.10
|
%
|
(a)
|
Based upon information set forth in the Schedule 13G filed on February 11, 2015 by The Vanguard Group, Inc. The Vanguard Group, Inc. is an investment adviser and holding company with the sole power to vote 37,207 Common Shares and sole dispositive power over 2,236,122 Common Shares. Vanguard Fiduciary Trust Company (“VFTC”) is a wholly owned subsidiary of The Vanguard Group, Inc. and an investment manager of collective trust accounts with the sole power to vote and dispose of 34,957 Common Shares. Vanguard Investments Australia, Ltd. ("VIA") is a wholly owned subsidiary of The Vanguard Group, Inc. and an investment manager of Australian investment offerings with the sole power to vote and dispose of 2,250 Common Shares.
|
(b)
|
Based upon information set forth in the Schedule 13G filed on January 15, 2015 by Blackrock, Inc. Blackrock, Inc. is a holding company or control person with the sole power to vote 2,557,189 Common Shares and sole dispositive power over 2,627,422 Common Shares.
|
(c)
|
Based upon information set forth in the Schedule 13G filed on February 5, 2015 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP is an investment adviser with the sole power to vote 1,509,112 Common Shares and sole dispositive power over 1,568,014 Common Shares.
|
(d)
|
Based upon information set forth in the Schedule 13G filed on February 13, 2015 by Allianz Global Investors U.S. Holdings LLC. Allianz Global Investors U.S. Holdings LLC is an investment adviser and holding company with the sole power to vote and dispose of 0 Common Shares. NFJ Investment Group LLC is a wholly owned subsidiary of Allianz Global Investors U.S. Holdings LLC and an investment adviser with the sole power to vote 1,533,555 Common Shares and sole dispositive power over 1,552,605 Common Shares. Allianz Global Investors U.S. LLC is a wholly owned subsidiary of Allianz Global Investors U.S. Holdings LLC and an investment adviser with the sole power to vote 259,364 Common Shares and sole dispositive power over 267,704 Common Shares. Allianz Global Investors GmbH is an affiliate of Allianz Global Investors U.S. Holdings LLC and an investment adviser with the sole power to vote 91,190 Common Shares and sole dispositive power over 109,561 Common Shares. Allianz Global Investors Taiwan Ltd. is an affiliate of Allianz Global Investors U.S. Holdings LLC and an investment adviser with the sole power to vote and dispose of 114,738 Common Shares.
|
•
|
Compensation should reflect a balanced mix of short-term and long-term components.
|
•
|
Short-term cash compensation (which is both base pay and bonuses) should be based on annual Company, business unit and individual performance.
|
•
|
Long-term equity compensation should encourage achievement of the Company’s long-term performance goals and align the interests of executives with shareholders.
|
•
|
Executives should build and maintain appropriate levels of Company stock ownership so their interests continue to be aligned with the Company’s shareholders.
|
•
|
Compensation levels should be sufficient to attract and retain highly qualified employees.
|
•
|
Compensation should reflect individual performance and responsibilities.
|
Base Salary
|
A salary range is established for each position, based upon extensive benchmarking.
|
|
Short-Term Incentive Compensation
|
An annual cash bonus. Most of the bonus is determined by a formula based on pre-tax income of both the executive’s individual business group, and the Company as a whole. A smaller amount is awarded at the discretion of the CEO based on individual contributions. The pool available for the CEO’s discretionary awards is determined by a formula also based on pre-tax income.
|
|
Long-Term Incentive Compensation:
|
|
|
|
Restricted Share Awards ("RSAs")
|
Grants of common stock subject to vesting over a multi-year period. Grant amount is adjusted by a factor based on prior year income results.
|
|
Performance Share Units ("PSUs")
|
Units convertible to common stock upon performance criteria being met over a multi-year period. Performance criteria are based upon cumulative EPS.
|
•
|
Record income attributable to the Company of $109.7 million, unadjusted
(1)
|
•
|
Record full-year earnings of $3.84 per diluted share, unadjusted
(1)
|
•
|
The Ethanol Group delivered full-year operating income of $92.3 million, far exceeding its prior best year of $50.6 million in 2013.
|
•
|
Continued growth in the fourth quarter highlighted by the acquisition of Auburn Bean & Grain.
|
•
|
Stock Ownership Guidelines
- We have established stock ownership guidelines for our executive officers with target shareholding levels expressed as multiples of base salary to further align the interests of our executives with those of our shareholders.
|
•
|
Share Retention Requirement
- Company officers are required to retain at least 75% of the net shares acquired through incentive awards until their target shareholding level is achieved, thereafter, they are required to retain 25% of the future net shares which they acquire until two times their established target shareholding level is achieved.
|
•
|
Recoupment Policy
- We have adopted a policy commencing 2014 requiring the repayment or “clawback” of excess cash or equity based compensation from each executive officer of the Company and also the group controller of the relevant business unit where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement (regardless of involvement in the cause of the restatement).
|
•
|
Double-Trigger Vesting
- Our new 2014 Long-term Incentive Compensation Plan does not provide for the automatic acceleration of equity awards upon a Change in Control without a qualifying termination of employment, and it is the intention of the committee to require such double-trigger vesting on all future equity awards.
|
•
|
No Stock Option Re-Pricing
- The 2014 Plan does not permit us to reprice stock options without shareholder approval or to grant stock options with an exercise price below fair market value.
|
•
|
No Tax Gross-Ups
- The Company does not provide tax gross-ups on executive benefits and perquisites during normal employment. Certain tax gross-ups may be available following a change in control event as described under
Termination / Change in Control Payments
.
|
•
|
Annual Say on Pay Vote
- We value the input of our shareholders and include a non-binding vote on our executive compensation policies and practices annually.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Element
|
|
Description
|
|
Objective
|
|
Delivery
|
Total Direct Compensation
|
|
Total Cash Compensation
|
|
Base Salary
|
|
A base salary range for each NEO is created, the midpoint of which is below the 50
th
percentile of benchmark. The range extends from 80% of midpoint to 120% of midpoint.
|
|
Payment for day to day performance of job accountabilities. Range allows for merit based increases.
|
|
Cash
|
|
|
|
|
Short-term Incentive Compensation – Management Performance Program
|
|
Annual incentive bonus opportunity calculated as percentage of salary range midpoint. The total incentive is based primarily upon the formula as described in
Bonus, Performance Targets & Thresholds
below. A discretionary award may also be awarded by the CEO. At Target performance, the pool of funds available for discretionary awards is 15% of the total incentive bonus pool. Maximum formula-based payment, regardless of performance, is 2 times the Targeted cash bonus.
|
|
Incentive for annual pre-tax income performance plus other non-financial objectives. Allocation of discretionary Company pool based on assessment of overall individual value-add performance and individual formula achievement.
|
|
Cash
|
|
|
Long-term Incentive (LTI) Compensation
|
|
Performance Share Units (PSUs)
|
|
Grant amount based on half of the position’s targeted LTI opportunity. The vesting of PSUs granted in 2014 is based upon achievement of targeted cumulative diluted earnings per share over a 3 year performance period.
|
|
Basing equity grants on achievement of 3 years of cumulative earnings per share rewards consistent, year over year earnings, enhancing
longer-term focus and alignment with shareholders.
|
|
Conversion of units to common shares (if earned) at end of performance period and are then subject to Ownership & Retention Policy.
|
|
|
|
|
Restricted Stock Awards (RSAs)
|
|
Grant amount based on half of the position’s targeted LTI opportunity and an adjustment factor based on prior year income results, as described in the Adjustment Factor table on page 32.
|
|
Promotes retention due to the multi-year vesting period. Also creates focus on share price and alignment with shareholders.
|
|
Delivery of restricted shares at grant date. Shares fully vest after three years and are then subject to Ownership & Retention Policy.
|
|
|
2014 Annualized
|
|
|
|
|
|
|
|
|
||||||||
|
|
Base Salary
|
|
Midpoint
|
|
2014 Base
Salary as a %
of Salary
Range
Midpoint
|
|
2013 Annualized
Base Salary
|
|
% Change in
Annualized Base
Salary
|
|
2014 Actual Base Earnings
|
||||||
Michael J. Anderson (1)
|
|
$
|
570,000
|
|
|
600,000
|
|
95%
|
|
$
|
550,000
|
|
|
3.6
|
%
|
|
622,995
|
|
John J. Granato
|
|
$
|
341,000
|
|
|
354,545
|
|
96%
|
|
$
|
300,000
|
|
|
13.7
|
%
|
|
334,729
|
|
Harold M. Reed
|
|
$
|
427,000
|
|
|
450,495
|
|
95%
|
|
$
|
400,000
|
|
|
6.8
|
%
|
|
422,883
|
|
Dennis J. Addis
|
|
$
|
367,000
|
|
|
344,281
|
|
107%
|
|
$
|
350,000
|
|
|
4.9
|
%
|
|
364,422
|
|
Neill C. McKinstray
|
|
$
|
288,000
|
|
|
306,793
|
|
94%
|
|
$
|
250,000
|
|
|
15.2
|
%
|
|
282,191
|
|
|
|
Company
|
|
Grain
|
|
Ethanol (a)
|
2014
|
|
Exceeded Target
|
|
Met Threshold
|
|
Exceeded Target
|
2013
|
|
Exceeded Target
|
|
Met Threshold
|
|
Exceeded Target
|
2012
|
|
Exceeded Target
|
|
Exceeded Target
|
|
Did Not Meet Threshold
|
(a)
|
For this Group, the NEO formula bonus was limited due to the Company’s stated cap at an amount equal to 2 times the individual target payout in 2014.
|
|
|
MPP
|
||||||||||
2014
|
|
% of
Target
|
|
2013
|
|
% of
Target
|
||||||
Michael J. Anderson
|
|
775,000
|
|
|
110
|
%
|
|
820,000
|
|
|
116
|
%
|
John J. Granato
|
|
375,000
|
|
|
116
|
%
|
|
335,000
|
|
|
127
|
%
|
Harold M. Reed
|
|
525,000
|
|
|
113
|
%
|
|
585,000
|
|
|
117
|
%
|
Dennis J. Addis
|
|
250,000
|
|
|
80
|
%
|
|
250,000
|
|
|
81
|
%
|
Neill C. McKinstray
|
|
425,000
|
|
|
163
|
%
|
|
375,000
|
|
|
163
|
%
|
Pre-tax Income as a % of Target Income - 2013
|
|
Adjustment Factor applied to RSAs Awarded - 2014
|
125% and above
|
|
125%
|
76% to 124%
|
|
100%
|
75% and below
|
|
75%
|
Cumulative Diluted Earnings Per Share
|
|
Threshold
|
|
Target growth (1)
|
|
Maximum growth (2)
|
|
Actual
|
|
Percent of Maximum LTC Achieved
|
|||||||||
3 years ended 2014
|
|
$
|
8.53
|
|
|
$
|
9.43
|
|
|
$
|
9.83
|
|
|
$
|
9.60
|
|
|
71
|
%
|
3 years ended 2013
|
|
$
|
7.13
|
|
|
$
|
7.59
|
|
|
$
|
8.03
|
|
|
$
|
9.39
|
|
|
100
|
%
|
3 years ended 2012
|
|
$
|
5.69
|
|
|
$
|
6.68
|
|
|
$
|
7.85
|
|
|
$
|
8.53
|
|
|
100
|
%
|
Cumulative Diluted Earnings Per Share
|
|
Threshold
|
|
Target growth (1)
|
|
Maximum growth (2)
|
||||||
3 years ended 2016
|
|
$
|
9.41
|
|
|
$
|
10.82
|
|
|
$
|
11.47
|
|
9 quarters ended December 31, 2015 (3)
|
|
$
|
7.01
|
|
|
$
|
7.87
|
|
|
$
|
8.67
|
|
(1)
|
Level at which 100% of target LTC is achieved.
|
(2)
|
Level at which 200% of target LTC is achieved.
|
(3)
|
The 2013 PSU grant was delayed for seven months in anticipation of a challenging earnings year for the Company. As a result, the PSUs granted in 2013 are earned over a nine quarter period based on cumulative EPS performance measured against threshold and target growth goals for the performance period.
|
Position
|
Multiple of Pay
|
CEO
|
6 x Salary
|
COO & CFO
|
4 x Salary
|
Group Presidents
|
3 x Salary
|
•
|
Defined Benefit Pension Plan (DBPP)—provides lifetime benefit tied to compensation and years of service. Benefits for NEOs were frozen effective July 1, 2010.
|
•
|
Supplemental Retirement Plan (SRP)—works in conjunction with DBPP to restore benefits to employees that would otherwise be lost due to statutory limitations applied to the DBPP. Benefit for NEOs were frozen effective July 1, 2010.
|
•
|
Retirement Savings & Investment Plan (401(k))—promotes employee savings for retirement, with Company matching on a portion of the savings and future contributions for non-retail participants. At the time of the pension freeze in 2010, the Company began making an additional transition contribution, calculated from a combination of age and years of service of eligible DBPP participants, which results in a transition contribution equal to 4% of wages for each of the NEO’s, except for John J. Granato who is not eligible for the DBPP. John Granato is eligible for a performance-based contribution of up to 5%. Other NEOs are eligible to receive an additional 1% based on company performance for a total of 5% when combined with their transition contribution.
|
•
|
Deferred Compensation Plan (DCP)—works in conjunction with the 401(k) to provide additional elective deferral opportunities to key executives.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
Name and Position (1)
|
|
Year
|
|
Salary ($)(2)
|
|
Bonus ($)(3)
|
|
Stock Awards ($)(4)
|
|
Option Awards ($)(5)
|
|
Non-Equity Incentive Plan Compensation ($)(6)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)
|
|
All Other Compensation ($)(8)
|
|
Total ($)
|
Michael J. Anderson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
2014
2013
2012
|
|
622,995
495,000
550,000
|
|
—
—
—
|
|
734,856
800,688
800,680
|
|
—
—
—
|
|
775,000
820,000
550,000
|
|
635,743
—
529,199
|
|
88,092
64,456
135,447
|
|
2,856,686
2,180,144
2,565,326
|
John J. Granato
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
2014
2013
2012
|
|
334,729
300,000
196,154
|
|
—
—
—
|
|
219,360
158,708
175,039
|
|
—
—
—
|
|
375,000
335,000
155,000
|
|
—
—
—
|
|
43,058
24,388
62,955
|
|
972,147
818,096
589,148
|
Harold M. Reed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer
|
|
2014
2013
2012
|
|
422,883
400,000
400,000
|
|
—
—
—
|
|
427,752
451,817
467,424
|
|
884
819
1,500
|
|
525,000
585,000
400,000
|
|
460,734
—
387,540
|
|
62,356
47,487
54,899
|
|
1,899,609
1,485,123
1,711,363
|
Dennis J. Addis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Grain Group
|
|
2014
2013
2012
|
|
364,422
350,000
350,000
|
|
20,000
20,000
20,000
|
|
197,424
190,163
196,816
|
|
—
—
—
|
|
250,000
250,000
380,000
|
|
336,316
—
237,104
|
|
41,275
37,623
81,243
|
|
1,209,437
847,786
1,265,163
|
Neill C. McKinstray
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Ethanol Group
|
|
2014
2013
2012
|
|
282,191
250,000
250,000
|
|
—
—
—
|
|
161,778
117,959
121,184
|
|
—
—
3,643
|
|
425,000
375,000
110,000
|
|
258,695
—
159,108
|
|
28,426
18,959
30,325
|
|
1,156,090
761,918
674,260
|
(1)
|
NEOs include the CEO and CFO who certify the quarterly and annual reports we file with the SEC. The remaining three NEOs are the three next highest paid executive officers.
|
(2)
|
Salary for Harold M. Reed includes voluntary deductions for the Company’s qualified Section 423 employee share purchase plan (“ESPP”) which is available to all employees. Amounts withheld for 2014, 2013 and 2012 were $9,985, $8,000 and $9,250, respectively.
|
(3)
|
Annual bonus is delivered through a formula-based incentive compensation program and included in column (g). Dennis J. Addis received a special bonus in 2012, 2013 and 2014, as discussed in the "
Base Pay"
section above.
|
(4)
|
Represents the grant date fair value of PSUs granted March 1, 2012, October 1, 2013 and March 1, 2014 and RSAs granted March 1, 2012, October 1, 2013 and March 1, 2014, computed in accordance with the assumptions as noted in Note 15 to the Company’s audited financial statements included in Form 10-K, Item 8. At each grant date, we expected to issue the target award under the PSU grants which is equal to 50% of the maximum award.
|
(5)
|
Represents the fair value of the option component in the ESPP. The grant date fair value of this ESPP option is computed in accordance with the assumptions as noted in Note 15 to the Company’s audited financial statements included in the 2014 Form 10-K, Item 8.
|
(6)
|
Represents the annual Management Performance Program payout earned for each NEO as previously described. Approximately 85% of the award is based on specific results of the NEO’s formula program with the remainder of the award representing a portion of the Company “discretionary” pool which is also created through a formula. Overall awards (individual formula plus awards from the discretionary pool) are approved by the Compensation and Leadership Development Committee.
|
(7)
|
Represents the annual change in the NEO’s accumulated benefit obligation. Defined benefit plans include the Defined Benefit Pension Plan and Supplemental Retirement Plan. See Note 6 to the Company’s audited financial statements included in Form 10-K, Item 8 for information about assumptions used in the computation of the defined benefit plans. The deferred compensation plan is a voluntary plan allowing for deferral of compensation for officers and highly compensated employees in excess of the limits imposed by the Internal Revenue Service under the Company’s 401(k) plan. Earnings on the deferred compensation are based on actual earnings on mutual funds held in a Rabbi trust owned by the Company and do not include any above market returns.
|
(8)
|
Represents the Company-match, performance contribution and transition benefit contributed to defined contribution plans (401(k) and Deferred Compensation Plan) on behalf of the named executive, life insurance premiums paid by the Company for each of the named executives, the cost of required executive physicals paid by the Company, service awards, the optional cash payout of vacation not taken and restricted share dividends. The transition benefit commenced at July 1, 2010 for non-retail employees concurrent with the freeze of the defined benefit pension plan. For John J. Granato, moving and relocation costs were also included here in 2012.
|
(a)
|
|
(b)
|
|
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
||||||||||
Name
|
|
Grant
Date
|
|
Date of
Board
Action
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
|
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)
|
|
All Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
|
||||||||||||||||||
Thres-hold ($)
|
|
Target
($)
|
|
Maxi-mum ($)
|
|
Thres-
hold (#)
|
|
Target
(#)
|
|
Maxi-
mum
(#)
|
|
|||||||||||||||||||||||
Michael J. Anderson
|
|
1/1/14
3/1/14
|
|
2/27/14
2/27/14
|
|
197,240
|
|
|
493,100
|
|
|
986,200
|
|
|
1,340
|
|
|
6,700
|
|
|
13,400
|
|
|
488
6,700
|
|
|
—
—
|
|
|
—
—
|
|
|
29,012
734,856
|
|
John J. Granato
|
|
3/1/14
|
|
2/27/14
|
|
90,480
|
|
|
226,200
|
|
|
452,400
|
|
|
400
|
|
|
2,000
|
|
|
4,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
219,360
|
|
Harold M. Reed
|
|
1/1/14
3/1/14
|
|
2/27/14
2/27/14
|
|
130,320
|
|
|
325,800
|
|
|
651,600
|
|
|
780
|
|
|
3,900
|
|
|
7,800
|
|
|
179
3,900
|
|
|
—
—
|
|
|
—
—
|
|
|
10,642
427,752
|
|
Dennis J. Addis
|
|
1/1/14
3/1/14
|
|
2/27/14
2/27/14
|
|
87,880
|
|
|
219,700
|
|
|
439,400
|
|
|
360
|
|
|
1,800
|
|
|
3,600
|
|
|
114
1,800
|
|
|
—
—
|
|
|
—
—
|
|
|
6,777
197,424
|
|
Neill C. McKinstray
|
|
1/1/14
3/1/14
|
|
2/27/14
2/27/14
|
|
73,040
|
|
|
182,600
|
|
|
365,200
|
|
|
295
|
|
|
1,475
|
|
|
2,950
|
|
|
44
1,475
|
|
|
—
—
|
|
|
—
—
|
|
|
2.616
161,778
|
|
(1)
|
Amounts listed for the non-equity incentive compensation plan represent the individual formula maximum, target and threshold under the MPP program. The program also provides for an additional amount up to 15% of the overall pool which is subject to and funded by Company earnings. This discretionary pool is available for award to all plan participants. Determination of this award component is made by the CEO and approved by the Compensation and Leadership Development Committee. The CEO’s discretionary award is determined by the Compensation and Leadership Development Committee. As noted previously, the Company has elected to limit base salaries and place more compensation dollars “at risk” which may be earned in this incentive program. The Thresholds and Targets for each business unit and the total Company are presented by the Company for each NEO (and their business Group) and are preliminarily approved by the Board in its December meeting prior to the beginning of the plan year.
|
(2)
|
Equity awards are PSUs which will be awarded based on the three year cumulative diluted EPS for the years ended December 31, 2014, 2015 and 2016. These awards require employment at the end of the performance period except in the case of death, permanent disability, retirement or termination without cause as a result of a sale of the business unit. If an employee meets one of these exceptions and if the award triggers at the end of three years, the grantee will receive a pro rata award. At the end of the performance period, the appropriate number of shares will be issued along with additional shares representing equivalent dividends paid to shareholders during the period. The Company is currently expensing this award at 40% of the maximum award level and expects that this is the most probable outcome at this time.
|
(3)
|
RSA’s granted March 1, 2014 have a grant date fair value of $54.84 per share, which represents the closing price on issuance date. Grants also include dividend equivalents on the 2011 PSU grant, which was vested as of January 1, 2014
|
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|||||||||||||||
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||||||
Name
|
Number of securities underlying unexercised options (#) exercisable
|
|
Number of securities underlying unexercised options (#) unexercisable
|
|
Equity incentive plan awards: number of securities underlying unexercised unearned options (#)
|
|
Option exercise price ($)
|
|
Option expiration date
|
|
Number
of shares
or units
of stock
that have
not
vested
|
|
Market
value of
shares or
units of
stock that
have not
vested
($)(2)
|
|
Equity incentive
plan awards: number of unearned shares, units or other rights that have not vested (#)(1)
|
|
Equity incentive
plan awards: market or
payout value of unearned shares, units or other rights that have not vested ($)
|
|||||||||||||||
Michael J. Anderson
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,500
|
|
|
$
|
1,355,070
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,800
|
|
|
$
|
892,752
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,400
|
|
|
$
|
712,076
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10,061
|
|
|
$
|
534,642
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8,400
|
|
|
$
|
446,376
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,700
|
|
|
$
|
356,038
|
|
|
—
|
|
|
—
|
|
|||
John J. Granato
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,167
|
|
|
$
|
221,434
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,330
|
|
|
$
|
176,956
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
4,000
|
|
|
$
|
212,560
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,126
|
|
|
$
|
166,116
|
|
|
—
|
|
|
$
|
—
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,665
|
|
|
$
|
88,478
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,000
|
|
|
$
|
106,280
|
|
|
—
|
|
|
—
|
|
|||
Harold M. Reed
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,400
|
|
|
$
|
765,216
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,480
|
|
|
$
|
503,767
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,800
|
|
|
$
|
414,492
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
9,000
|
|
|
$
|
478,260
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,740
|
|
|
$
|
251,884
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,900
|
|
|
$
|
207,246
|
|
|
—
|
|
|
—
|
|
|||
Dennis J. Addis
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,068
|
|
|
$
|
322,454
|
|
||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,990
|
|
|
$
|
212,029
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,600
|
|
|
$
|
191,304
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,485
|
|
|
$
|
132,053
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,995
|
|
|
$
|
106,014
|
|
|
—
|
|
|
—
|
|
|||
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,800
|
|
|
$
|
95,652
|
|
|
—
|
|
|
—
|
|
|||
Neill C. McKinstray
|
3,338
|
|
|
—
|
|
|
—
|
|
|
$
|
21.83
|
|
|
4/1/15
|
|
|
—
|
|
|
—
|
|
|
3,705
|
|
|
$
|
196,884
|
|
||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,475
|
|
|
$
|
131,522
|
|
||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,950
|
|
|
$
|
156,763
|
|
||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,523
|
|
|
$
|
80,932
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,237
|
|
|
$
|
65,734
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,475
|
|
|
$
|
78,382
|
|
|
—
|
|
|
—
|
|
(1)
|
Equity incentive plan awards that have not vested represent PSUs as described previously. These amounts represent the maximum award for each tranche with performance periods ending January 1, 2015, January 1, 2016 and January 1, 2017, respectively. The market value for these grants is based on a December 31, 2014 closing price of $53.14.
|
(2)
|
Represents the market value of outstanding restricted shares at December 31, 2014 closing price of $53.14.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||||
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of Shares Acquired on Exercise (#) (1)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)(2)
|
|
Value Realized
on Vesting ($)
|
|||||
Michael J. Anderson
|
|
27,150
|
|
|
$
|
900,566
|
|
|
37,645
|
|
|
2,232,792
|
|
John J. Granato
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Harold M. Reed
|
|
—
|
|
|
—
|
|
|
13,169
|
|
|
782,853
|
|
|
Dennis J. Addis
|
|
—
|
|
|
—
|
|
|
7,946
|
|
|
470,823
|
|
|
Neill C. McKinstray
|
|
4,800
|
|
|
239,856
|
|
|
3,109
|
|
|
183,905
|
|
(1)
|
All exercises in 2014 were exercises of SOSARs granted in 2010.
|
(2)
|
Amounts for Michael J. Anderson, Dennis J. Addis and Neill C. McKinstray include payments of tax liabilities by withholding securities incident to the vesting of certain securities.
|
Overhang
|
|
Four-Year Historical Average (2011-2014)
|
6.00%
|
Burn Rate
|
|
Four-Year Historical Average (2011-2014)
|
0.67%
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||||
Name
|
|
Plan Name
|
|
Number of
years credited
service (#)(1)
|
|
Present value
of accumulated
benefit ($)(2)
|
|
Payments
during last
fiscal year ($)
|
|||||
Michael J. Anderson
|
|
DBPP
|
|
23
|
|
|
$
|
909,890
|
|
|
$
|
—
|
|
|
|
SRP
|
|
23
|
|
|
2,887,858
|
|
|
—
|
|
||
John J. Granato
|
|
DBPP
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
SRP
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Harold M. Reed
|
|
DBPP
|
|
27
|
|
|
841,092
|
|
|
—
|
|
||
|
|
SRP
|
|
27
|
|
|
1,408,692
|
|
|
—
|
|
||
Dennis J. Addis
|
|
DBPP
|
|
23
|
|
|
857,190
|
|
|
—
|
|
||
|
|
SRP
|
|
23
|
|
|
927,719
|
|
|
—
|
|
||
Neill C. McKinstray
|
|
DBPP
|
|
23
|
|
|
842,032
|
|
|
—
|
|
||
|
|
SRP
|
|
23
|
|
|
457,923
|
|
|
—
|
|
(1)
|
Plans were instituted in 1984 for non-partners of the predecessor partnership of the Company. Former partners entered the plan in 1988. All individuals listed have years of Company service in excess of the listed years of credited service. Credited service is the number of years in which 1,000 hours of service are earned subsequent to plan entry date.
|
(2)
|
Present value of accumulated benefits calculated by discounting the December 31, 2014 accumulated benefit payable at normal retirement age under the normal annuity form. This discounting uses a discount rate of 0.65% for the DBPP and a discount rate of 2.9% for the SRP. Mortality for 80% of the active and terminated vested population was based on the IRS Applicable Mortality Table for 2015 distributions, as those payments are assumed to be lump sum payments. Mortality for all retirees and 20% of the active and terminated vested population was based on the RP-2014 Total Dataset Mortality Tables projected with scale MP-2014, as those payments are assumed to be annuity payments.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
||||||||||
Name
|
|
Executive
contribution
in last FY ($)
|
|
Registrant
contributions
in last FY ($)
(1)
|
|
Aggregate
earnings in
last FY ($)
(1)
|
|
Aggregate
withdrawals /
distributions
($)
|
|
Aggregate
balance at
last FYE ($)
|
||||||||||
Michael J. Anderson
|
|
$
|
—
|
|
|
$
|
65,523
|
|
|
$
|
32,152
|
|
|
$
|
—
|
|
|
$
|
681,247
|
|
John J. Granato
|
|
—
|
|
|
15,400
|
|
|
817
|
|
|
—
|
|
|
20,797
|
|
|||||
Harold M. Reed
|
|
—
|
|
|
48,322
|
|
|
1,186
|
|
|
—
|
|
|
183,876
|
|
|||||
Dennis J. Addis
|
|
75,000
|
|
|
22,463
|
|
|
20,992
|
|
|
—
|
|
|
561,573
|
|
|||||
Neill C. McKinstray
|
|
131,431
|
|
|
29,156
|
|
|
69,855
|
|
|
—
|
|
|
1,259,024
|
|
(1)
|
The registrant contributions above are included in the Summary Compensation Table as part of “All Other Compensation.” As the investments are made in mutual funds, none of the earnings are above-market and are therefore not included in the Summary Compensation Table.
|
Name
|
|
Severance
(1)
|
|
Bonus
(2)
|
|
Health
(3)
|
|
Outplacement Services
(4)
|
|
Additional Severance for Change in Control
(5)
|
|
Cash value
|
|
Cash value if Change in Control
|
||||||||||||||
Michael J. Anderson
|
|
$
|
570,000
|
|
|
$
|
493,100
|
|
|
$
|
15,360
|
|
|
$
|
15,000
|
|
|
$
|
1,556,200
|
|
|
$
|
1,093,460
|
|
|
$
|
2,649,660
|
|
John J. Granato
|
|
341,000
|
|
|
226,200
|
|
|
20,772
|
|
|
15,000
|
|
|
793,400
|
|
|
602,972
|
|
|
1,396,372
|
|
|||||||
Harold M. Reed
|
|
427,000
|
|
|
325,800
|
|
|
20,887
|
|
|
15,000
|
|
|
1,078,600
|
|
|
788,687
|
|
|
1,867,287
|
|
|||||||
Dennis J. Addis
|
|
367,000
|
|
|
219,700
|
|
|
10,151
|
|
|
15,000
|
|
|
806,400
|
|
|
611,851
|
|
|
1,418,251
|
|
|||||||
Neill C. McKinstray
|
|
288,000
|
|
|
182,600
|
|
|
15,228
|
|
|
15,000
|
|
|
653,200
|
|
|
500,828
|
|
|
1,154,028
|
|
(1)
|
Severance for other than a change in control is equal to one year’s salary.
|
(2)
|
Bonus is equal to target bonus to be paid for 2014 and represents bonus earned prior to termination. If termination were to occur other than at December 31, this amount would be prorated.
|
(3)
|
Value of health benefits to be continued for up to 52 weeks based on years of service. All NEOs qualify for a full year of coverage. NEOs are responsible to continue their share of premium consistent with their coverage prior to termination.
|
(4)
|
Value estimated for one year of service (maximum to be provided).
|
(5)
|
If a termination is due to a change in control, participants are eligible for an additional year of severance plus two additional years of target bonus.
|
(1)
|
Vesting of each tranche of PSUs occurs after the end of the respective performance period (which determines the number of shares awarded). NEOs who have separated then earn a pro rata share of their total award based on the number of months actually worked in the performance period. The PSUs in the table above include three grants – one vesting immediately, one which has one year remaining in the performance period and the other which has two years remaining. The common shares listed in the table above include the 2012 grant (which vested January 1, 2015), five ninths of the 2013 grant, and one third of the 2014 grant. The award above assumes that 71%, 50% and 40% of the maximum number of shares will be issued for the 2012, 2013 and 2014 grants, respectively. The value is derived using the December 31, 2014 market price of $53.14.
|
(2)
|
Immediate vesting of the 2012 award, two thirds vesting of the 2013 award and one third vesting of the 2014 award. The value is derived using the December 31, 2014 market price of $53.14.
|
Name
|
Life Insurance Proceeds
|
||
Michael J. Anderson
|
$
|
750,000
|
|
John J. Granato
|
682,000
|
|
|
Harold M. Reed
|
750,000
|
|
|
Dennis J. Addis
|
734,000
|
|
|
Neill C. McKinstray
|
576,000
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|||||||
Name
|
|
Fees earned or paid in cash ($)
|
|
Stock awards
($)(1)(2)
|
|
Option
awards
($)(3)
|
|
Non-equity incentive plan compensation
($)
|
|
Change in
pension value and nonqualified deferred compensation earnings ($)
|
|
All other compensation
($)(4)
|
|
Total ($)
|
|||||||
Gerard M. Anderson
|
|
59,750
|
|
|
75,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
135,695
|
|
Catherine M. Kilbane
|
|
78,250
|
|
|
75,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
154,195
|
|
Robert J. King, Jr.
|
|
70,625
|
|
|
75,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
146,570
|
|
Ross W. Manire
|
|
68,500
|
|
|
75,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
144,445
|
|
Donald L. Mennel (2)
|
|
50,314
|
|
|
114,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
165,327
|
|
Patrick S. Mullin (2)
|
|
45,000
|
|
|
108,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
816
|
|
|
154,616
|
|
David L. Nichols (5)
|
|
16,750
|
|
|
12,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
29,515
|
|
John T. Stout, Jr. (2)
|
|
35,625
|
|
|
103,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
139,746
|
|
Jacqueline F. Woods
|
|
71,500
|
|
|
75,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
147,445
|
|
(1)
|
RSA’s were granted to all Directors on March 1, 2014 and are valued at $54.84 per share, the closing price on the date of issuance.
|
(2)
|
Directors can make an election to receive common stock in lieu of all or 50% of the retainer fees. All of these shares are fully vested. For purposes of determining the number of shares to be issued in lieu of such fees, the shares are valued at the closing price on the date prior to issuance which was January 31 ($55.16), May 5 ($62.15), July 31 ($54.02) and October 31 ($63.73) for the fees noted above.
|
(3)
|
No SOSARs were granted in 2014.
|
(4)
|
Restricted share dividends earned during 2014.
|
(5)
|
David L. Nichols retired from the Board of Directors on May 1, 2014.
|
Name
|
Outstanding Restricted Share Awards (#)
|
Outstanding SOSARs
(#)
|
||
Gerard M. Anderson
|
1,368
|
|
—
|
|
Catherine M. Kilbane
|
1,368
|
|
—
|
|
Robert J. King, Jr.
|
1,368
|
|
—
|
|
Ross W. Manire
|
1,368
|
|
—
|
|
Donald L. Mennel
|
1,368
|
|
3,600
|
|
Patrick S. Mullin
|
1,368
|
|
—
|
|
John T. Stout, Jr.
|
1,368
|
|
—
|
|
Jacqueline F. Woods
|
1,368
|
|
—
|
|
|
By order of the Board of Directors
|
|
/s/ Naran U. Burchinow
|
Naran U. Burchinow
Secretary
|
Ace Hardware
|
|
Buckman Laboratories
|
|
Ferro
|
AES -- DPL
|
|
Cabela's
|
|
Firmenich
|
AES -- Indianapolis Power and Light
|
|
Cabot
|
|
FMC
|
Afren
|
|
Calgon Carbon
|
|
FMC -- Agricultural Products Group
|
Air Liquide America
|
|
Canadian National Railways
|
|
FMC -- Industrial Chemicals Group
|
Akzo Nobel -- Deco Paints
|
|
Cardone Industries
|
|
FMC -- Specialty Chemicals Group
|
Akzo Nobel -- Functional Chemicals
|
|
Carter's
|
|
Fonterra
|
Akzo Nobel -- Marine and Protective Coatings
|
|
Cedar Fair Entertainment
|
|
Fresh Market
|
Akzo Nobel -- Pulp & Paper Chemicals
|
|
CGGVeritas
|
|
Fuller (H.B.)
|
Albemarle
|
|
Church & Dwight
|
|
GDF SUEZ Energy North America -- United Water
|
Alex Lee -- Lowes Foods Stores
|
|
Cintra Infraestructuras
|
|
Gentherm
|
Alex Lee -- Merchants Distributors
|
|
City of Philadelphia -- Philadelphia Gas Works
|
|
Givaudan
|
Amcor Limited - Flexibles
|
|
Clariant
|
|
Great Lakes Dredge and Dock
|
Amcor Limited -- Rigid Plastics
|
|
Coca-Cola Bottling
|
|
Groupe SEB
|
American Crystal Sugar
|
|
COG Operating
|
|
Groupon
|
Amsted Industries
|
|
Continental Resources
|
|
Henkel
|
Amsted Industries -- Amsted Rail
|
|
Corbion
|
|
Hilcorp Energy
|
Amsted Industries -- Consolidated Metco
|
|
Crown Imports
|
|
Hilti -- US
|
Arizona Chemical
|
|
Cytec Industries
|
|
Holcim Group Support
|
Arkema
|
|
Dallas Fort Worth International Airport
|
|
Houghton International
|
Ascend Performance Materials
|
|
Day & Zimmermann
|
|
Huntsman -- Advanced Materials
|
Ashland -- Aqualon Functional Ingredients
|
|
Del Monte Foods
|
|
Huntsman -- Performance Products
|
Ashland -- Consumer Markets
|
|
Denbury Resources
|
|
Huntsman -- Textile Effects
|
Ashland -- Hercules Water Technologies
|
|
Dominion Resources -- Dominion Energy
|
|
ICL Industrial Products
|
Ashland -- Performance Materials
|
|
Dominion Resources -- VA Power
|
|
INEOS Oligomers
|
ASML
|
|
Dorman Products
|
|
Infineum USA
|
Associated Materials
|
|
Dow Corning -- Hemlock Semiconductor
|
|
Innophos
|
Atlas Energy
|
|
DSM Resins -- DSM Nutritional Products
|
|
International Flavors & Fragrances
|
Aurubis AG
|
|
DSW
|
|
Italcementi
|
Babcock & Wilcox
|
|
Duquesne Light
|
|
Itochu International
|
Babcock & Wilcox -- B&W Power Generation Group
|
|
Eagle Ottawa
|
|
Johnson Matthey - Precious Metal Products
|
Bacardi Limited -- Bacardi USA
|
|
Edison International -- Edison Mission
|
|
Kemira Chemicals
|
Barnes Group
|
|
Elliott
|
|
Lansing Trade Group
|
Beam Global Spirits & Wine
|
|
Energy Future Holdings -- Luminant
|
|
LANXESS
|
Belden
|
|
Energy Future Holdings -- TXU Energy
|
|
LA-Z BOY
|
Belden -- Belden Americas
|
|
EnerSys
|
|
Legrand North America
|
BIC
|
|
Eni US Operating
|
|
Lehigh Hanson -- Building Products
|
Boston Beer
|
|
Evonik Degussa
|
|
Lehigh Hanson -- Canada Region
|
BreitBurn Management
|
|
EXCO Resources
|
|
Lehigh Hanson -- North Region
|
Brown-Forman
|
|
Ferrero USA
|
|
Lehigh Hanson -- South Region
|
LG&E and KU
|
|
Saint-Gobain -- Abrasives
|
|
|
Lhoist North America
|
|
Saint-Gobain -- Ceramics
|
|
|
Linde Group, NA
|
|
Saint-Gobain -- Certain Teed
|
|
|
LVMH Moet Hennessy Louis Vuitton -- Moet Hennessy USA
|
|
Saint-Gobain -- Containers
|
|
|
MacDermid
|
|
Sasol North America
|
|
|
Marine Harvest
|
|
Sazerac
|
|
|
Marmon Group -- Union Tank Car
|
|
Severstal - Severstal North America
|
|
|
Matthews International
|
|
Sherwin Alumina
|
|
|
McDermott International
|
|
Shopko
|
|
|
Memphis Light, Gas & Water
|
|
Silgan Holdings
|
|
|
Metropolitan Water District of Southern California
|
|
Solvay - Rhodia
|
|
|
Millennium Inorganic Chemicals
|
|
Solvay America
|
|
|
Mitsubishi International
|
|
Solvay America -- Solvay Advanced Polymers
|
|
|
Molson Coors Brewing
|
|
Solvay America -- Solvay Chemicals
|
|
|
Nashville Electric Service
|
|
South Jersey Industries
|
|
|
New York Power Authority
|
|
Southern Company -- Gulf Power
|
|
|
Newark InOne
|
|
Southern Company -- Mississippi Power
|
|
|
NewMarket
|
|
Southern Star Concrete
|
|
|
North American Breweries
|
|
Southwest Gas
|
|
|
Nyrstar Tennessee Mines
|
|
Southwestern Energy
|
|
|
Oasis Petroleum
|
|
Statoil USA
|
|
|
Old Dominion Electric Cooperative
|
|
Stepan
|
|
|
Orlando Utilities Commission
|
|
Stihl
|
|
|
Pernod Ricard SA -- Pernod Ricard USA
|
|
Swift Energy Operating
|
|
|
PETCO
|
|
Talisman Energy USA
|
|
|
Piedmont Natural Gas
|
|
Taminco Higher Amines
|
|
|
Pier 1 Imports
|
|
Tate & Lyle Americas -- Ingredients Americas
|
|
|
Plains Exploration & Production
|
|
TJX Companies -- Home Goods
|
|
|
Ply Gem Siding Group
|
|
Toyota Motor North America -- Toyota Motor Sales, USA
|
|
|
PNM Resources
|
|
Tronox
|
|
|
PolyOne
|
|
Umicore (N.V.)
|
|
|
Potash Corporation of Saskatchewan
|
|
Unifi Manufacturing
|
|
|
Powersouth
|
|
Vectren
|
|
|
Rich Products
|
|
Vectren Corporation -- Vectren North
|
|
|
Roquette America
|
|
VWR Funding
|
|
|
Rosetta Resources
|
|
Westlake Chemical
|
|
|
Sacramento Municipal Utilities District
|
|
Williams Companies
|
|
|
Alon USA Energy, Inc.
|
Cabot Corp.
|
Cal Maine Foods Inc.
|
Calumet Specialty Products Partners, L.P.
|
Chemtura Corp.
|
Cott Corp
|
CVR Energy Inc.
|
Cytec Industries Inc.
|
Delek US Holdings, Inc.
|
Flowers Foods Inc.
|
Fresh Del Monte Produce Inc.
|
GATX Corp
|
Green Plains Renewable Energy, Inc.
|
Greenbrier Companies Inc.
|
Harbinger Group Inc.
|
Linamar Corp.
|
Newmarket Corp
|
Olin Corp.
|
Resolute Forest Products Inc.
|
Rockwood Holdings, Inc.
|
RPM International Inc.
|
Sanderson Farms Inc.
|
Schulman A Inc.
|
Steelcase Inc.
|
Sunopta Inc.
|
Trinity Industries Inc.
|
Universal Corp.
|
Universal Forest Products Inc
|