¨
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-(e)(2)
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Under Rule 14a-12
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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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Title of each class of securities to which transaction applies:
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(2)
|
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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¨
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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)
|
Amount Previously Paid:
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(2)
|
Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
|
Date Filed:
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1.
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To elect seven persons to serve as members of the Board of Directors of the Company until the 2015 annual stockholders meeting or until their successors have been elected and qualified;
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2.
|
To consider and act upon a proposal to ratify the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2015;
|
3.
|
To conduct an advisory vote on executive compensation;
|
4.
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To consider and vote upon a proposal to amend the Company's 2012 Stock and Incentive Compensation Plan to, among other things, increase the number of shares of Common Stock of the Company authorized for issuance thereunder from 1,300,000 to 2,300,000; and
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5.
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To transact such other business as may properly come before the meeting or any adjournments thereof.
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By Order of the Board of Directors
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Kevin S. Cavanah
Secretary
|
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Page
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Director
|
|
Fiscal 2014 Committee Service
|
I. Edgar Hendrix, Chairman
|
|
Served all of Fiscal 2014
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Paul K. Lackey, Member
|
|
Served all of Fiscal 2014
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Tom. E. Maxwell, Member
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Served all of Fiscal 2014
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Jim W. Mogg, Member
|
|
Served a majority of Fiscal 2014 (a)
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Director
|
|
Fiscal 2014 Committee Service
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Paul K. Lackey, Chairman
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Served all of Fiscal 2014
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I. Edgar Hendrix, Member
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|
Served all of Fiscal 2014
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Tom E. Maxwell, Member
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Served all of Fiscal 2014
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Jim W. Mogg, Member
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Served a majority of Fiscal 2014 (a)
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Director
|
|
Fiscal 2014 Committee Service
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Tom E. Maxwell, Chairman
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|
Served all of Fiscal 2014
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I. Edgar Hendrix, Member
|
|
Served all of Fiscal 2014
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Paul K. Lackey, Member
|
|
Served all of Fiscal 2014
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Jim W. Mogg, Member
|
|
Served a majority of Fiscal 2014 (a)
|
(1)
|
shares owned separately by the director or owned either jointly with, or separately by, immediate family members residing in the same household;
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(2)
|
shares held in trust for the benefit of the director or his immediate family members;
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(3)
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shares purchased in the open market;
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(4)
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shares purchased through the Company’s Employee Stock Purchase Plan;
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(5)
|
vested and unvested time-based restricted stock or restricted stock units;
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(6)
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unvested performance or market based restricted stock or restricted stock units but only to the extent that the Company recognizes compensation expense with respect to such restricted stock or restricted stock units;
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(7)
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in-the-money vested unexercised stock options; and
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(8)
|
any phantom shares held on behalf of a director under the Board’s deferred compensation plan.
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Retainer
|
|
Amount ($)
|
|
Audit Committee Chair
|
|
15,000
|
|
Compensation Committee Chair
|
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10,000
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Nominating and Corporate Governance Committee Chair
|
|
7,500
|
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Chairman of the Board
|
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50,000
|
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Name (1)
|
|
Fees
Earned
or Paid
in Cash
($) (2)
|
|
Restricted
Stock
Awards
($) (3)
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|
Stock
Option
Awards
($) (4)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) (5)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||
Michael J. Hall
|
|
125,000
|
|
|
74,354
|
|
|
—
|
|
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1,462
|
|
|
—
|
|
|
200,816
|
|
I. Edgar Hendrix
|
|
90,000
|
|
|
74,354
|
|
|
—
|
|
|
2,229
|
|
|
—
|
|
|
166,583
|
|
Paul K. Lackey
|
|
85,000
|
|
|
74,354
|
|
|
—
|
|
|
3,756
|
|
|
—
|
|
|
163,110
|
|
Tom E. Maxwell
|
|
82,500
|
|
|
74,354
|
|
|
—
|
|
|
3,720
|
|
|
—
|
|
|
160,574
|
|
Jim W. Mogg
|
|
75,000
|
|
|
74,354
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
149,496
|
|
James H. Miller
|
|
12,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
(1)
|
John R. Hewitt is not included in this table since he is a current employee and thus received no compensation for his service as a director. The compensation received by Mr. Hewitt as an employee is shown in the Summary Compensation Table for our Named Executive Officers.
|
(2)
|
Includes retainer fees earned in the fiscal year but paid subsequent to the completion of the fiscal year and fees earned in the fiscal year but deferred under the Deferred Fee Plan for members of the Board of Directors of Matrix Service Company. Mr. Hall deferred $125,000 in fees, Mr. Hendrix deferred $54,000 in fees, Mr. Lackey deferred $85,000 in fees, Mr. Maxwell deferred $82,500 in fees, and Mr. Mogg deferred $56,250 in fees. Mr. Miller did not defer any fees. The Deferred Fee Plan is discussed in note (5) below. Mr. Miller's fees represent those earned after his appointment to the Board in May 2014.
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(3)
|
The amounts shown represent the grant date fair value for awards granted during the period determined in accordance with the applicable accounting guidance for equity-based awards. For further information on the valuation of these awards see Notes 1 and 10 to the Consolidated Financial Statements included in our fiscal 2014 Annual Report on Form 10-K. For services provided as a member of the Board of Directors, each non-employee director received an award of 4,700 RSUs with a grant date fair value of $74,354, with exception of Mr. Miller who was not a Director when the RSUs were granted on August 27, 2013. As of June 30, 2014, Mr. Hall, Mr. Hendrix, Mr. Lackey, and Mr. Maxwell each had 17,300 unvested RSUs. Mr. Mogg had 4,700 unvested RSUs.
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(4)
|
There were no stock option awards granted to non-employee directors in fiscal 2014. As of June 30, 2014, Mr. Hendrix had 5,000 stock options outstanding.
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(5)
|
A non-employee director may defer all or part of director fees earned into the Deferred Fee Plan for Members of the Board of Directors of Matrix Service Company (the “Deferred Fee Plan”). Under the Deferred Fee Plan, directors are allowed to defer fees and earn interest. The amounts shown represent interest earned under the plan in excess of a market rate. For fiscal 2014, the market rate for the deferrals was 3.984% as compared to the actual average rate paid of 5.0%.
|
•
|
reviewed and discussed with the Company’s internal auditors and independent registered public accounting firm, with and without management present, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting;
|
•
|
reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements as of and for the year ended June 30, 2014;
|
•
|
discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16 of the Public Company Accounting Oversight Board; and
|
•
|
received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
|
•
|
The Company experienced a record year in terms of revenue, earnings per share and backlog, with strong organic and acquisition-related growth, while continuing to strengthen its balance sheet.
|
•
|
As announced in certain previous fiscal 2014 filings with the Securities and Exchange Commission, on December 20, 2013, the Company acquired the stock of Kvaerner North American Construction Ltd. and substantially all the assets of Kvaerner North American Construction Inc., together referred to as "KNAC." The Company also formed Matrix North American Holdings and appointed Jason W. Turner as President of Matrix North American Holdings to oversee both the acquired business and the Company's legacy North American union business, known as Matrix SME. At the time of his appointment, Mr. Turner was serving as Vice President, Corporate Development and Treasurer.
|
•
|
On June 23, 2014, Matthew J. Petrizzo, resigned as President of Matrix SME.
|
•
|
Base Salaries and Target Short-Term Incentive Bonuses: The market data provided by Meridian indicated that the base salary of the CEO was below the median and the base salary of the CFO was significantly below the median. After reviewing market data and the performance of the Company and each of its named executives, the Committee approved an increase to the CFO's salary of 20.0% and and increase to the CEO's salary of 8.3%. The Committee also approved increases to the COO's salary of 7.1% and the operating company presidents of approximately 3%.
|
•
|
Fiscal 2014 Short-Term Incentive Payout: The fiscal short-term incentive plan metrics were based on the achievement of various financial and safety goals. The achievement of the financial goals determine 85% of the payout while the achievement of the safety goals determine the remaining 15%. All of the Named Executive Officers received payouts under the safety goals of between threshold and target levels. Under the financial goals, all of the current Named Executive Officers received payouts at near maximum levels.
|
•
|
The long-term incentive, or LTI, awards were comprised of the following:
|
◦
|
One-third of the award consisted of service-based restricted stock units (“RSUs”). Restrictions on the RSUs lapse in four equal annual installments;
|
◦
|
One-third of the award consisted of performance units. Award recipients may receive anywhere from zero to two shares of our common stock for each performance unit on the third anniversary of the date of the award depending on the Company’s relative Total Shareholder Return in comparison to the performance of a peer group of companies.
|
◦
|
One-third of the award consisted of a cash-based long-term incentive award. The payout for the cash-based long-term incentive award will range from zero to 150% of the target payout and is based on the Company’s Average Return on Invested Capital for fiscal years 2014 and 2015.
|
•
|
Competitiveness – Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for base salary, short-term and long-term compensation are generally based on median (50
th
percentile) market levels.
|
•
|
Support Business Objectives, Strategy and Values – Ultimately our compensation program is designed to drive the achievement of short and long-term business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.
|
•
|
Pay for Performance – While we establish target pay levels at or near the median or 50
th
percentile market levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.
|
•
|
Individual Performance – In addition to company-wide, business unit and operating unit measures, our programs emphasize individual performance and the achievement of personal objectives.
|
•
|
Integrated Approach – We look at compensation in total and strive to achieve an appropriate balance of immediate, annual and long-term compensation components, with the ultimate goal of aligning executive compensation with the creation of long-term stockholder value.
|
•
|
Base Pay;
|
•
|
Annual/Short-Term Cash Incentive Compensation;
|
•
|
Long-Term Incentive Compensation;
|
•
|
Other Benefits; and
|
•
|
Change of Control Agreements.
|
|
Astec Industries Inc.
|
|
Mistras Group Inc.
|
|
Columbus McKinnon Corp.
|
|
MYR Group Inc.
|
|
Dresser-Rand Group Inc.
|
|
Pike Electric Corp.
|
|
Dycom Industries Inc.
|
|
Primoris Services Corporation
|
|
Emcor Group Inc.
|
|
Quanta Services Inc.
|
|
Gardner Denver Inc.
|
|
Sterling Construction Co. Inc.
|
|
Granite Construction, Inc.
|
|
Team Inc.
|
|
Hill International, Inc.
|
|
Tetra Tech Inc.
|
|
Layne Christensen Co.
|
|
Titan International Inc.
|
|
Mastec Inc.
|
|
VSE Corporation
|
|
Michael Baker Corp.
|
|
Willbros Group, Inc.
|
•
|
John R. Hewitt - Chief Executive Officer - According to the Meridian study, Mr. Hewitt's base salary of $605,000 was significantly below the median of the peer group. The Committee then determined that Mr. Hewitt's performance during fiscal 2013 was very strong. Accordingly, the Committee concluded that it would be appropriate to increase his base salary by $50,000 effective September 1, 2013.
|
•
|
Joseph F. Montalbano - Chief Operating Officer - The Meridian study indicated that Mr. Montalbano's base salary was slightly below the median. Mr. Hewitt recommended, based on Mr. Montalbano's performance, a salary increase of
|
•
|
Kevin S. Cavanah - Chief Financial Officer - The Meridian study indicated that Mr. Cavanah's base salary was significantly below the median. Mr. Hewitt recommended, based on Mr. Cavanah's performance, a salary increase of 20.0%, or $60,555, to $363,000. After the increase, Mr. Cavanah's salary remains below the median salary. The pay increase was effective September 1, 2013.
|
•
|
James R. Ryan - President Matrix Service - The Meridian study indicated that Mr. Ryan's base salary was slightly below the median. Based on Mr. Hewitt's recommendation, the Committee approved a salary increase of approximately 3.0%, to $341,100 effective September 1, 2013.
|
•
|
Matthew J. Petrizzo - President Matrix SME - The Meridian study indicated that Mr. Petrizzo's base salary was
|
•
|
Jason W. Turner - President Matrix North American Holdings - Mr. Turner was Vice President, Corporate Development and Treasurer at the time of the August Committee meeting that included the benchmarking and approval of executive salaries. During the Committee meeting, based on Mr. Turner's strong performance, Mr. Hewitt recommended and the Committee approved a salary increase of 12.0%, or $28,954, to $270,000 effective September 1, 2013. Upon his promotion to President of Matrix North American Holdings, Mr. Turner received an additional salary increase of $40,000, to $310,000 effective December 23, 2013.
|
•
|
support and drive performance toward achieving our strategic objectives;
|
•
|
emphasize overall company and business unit performance in the structuring of reward opportunities;
|
•
|
motivate and reward superior performance; and
|
•
|
provide incentive compensation opportunities that are competitive with the industry.
|
•
|
The incentive pool would fund at a graduated rate starting at 13% of operating income for threshold financial performance. Threshold financial performance was defined as fiscal 2013 pre-incentive, pre-tax operating income. The incremental funding rate increases at higher levels of financial performance, with pre-incentive, pre-tax operating income over maximum generating a funding at the top incremental rate of 20%. If 50% of budgeted fiscal 2014 pre-incentive pre-tax operating income is not earned, no incentive payments are made.
|
•
|
Incentives would continue to be weighted at 85% for performance against financial metrics and 15% for performance against safety metrics.
|
•
|
Safety incentives would be paid based on our Total Recordable Incident Rate ("TRIR") and the timely reporting of work place safety incidents. Financial incentives would be based on operating income and Return on Invested Capital ("ROIC"). The metric attributable to ROIC is measured based on the consolidated results of Matrix Service Company. The other metrics for Messrs. Ryan and Petrizzo are calculated based on the performance of their respective operating companies (Matrix Service and Matrix SME).
|
•
|
Once the Committee approved the incentive metrics, Threshold, Budget, Target and Maximum levels of performance were defined.
|
•
|
Target short-term incentives for fiscal 2014 were established for each of the Named Executive Officers. Based on market data provided by Meridian, the Committee made no changes to the short term incentive targets. Mr. Hewitt's target remained at 85% of his base salary, Messrs. Montalbano's and Cavanah's targets remained at 65% of their base salaries and Messrs. Ryan's and Petrizzo's targets remained at 60% of their respective base salaries, Mr. Turner's target prior to his promotion was 40% of his base salary, which was increased to 60% of his base salary upon his promotion to President of Matrix North American Holdings.
|
•
|
Safety performance targets were established based on our TRIR and the timely reporting of workplace safety incidents. Incentives for Mr. Hewitt, Mr. Montalbano, Mr. Cavanah, and Mr. Turner were tied to our consolidated safety metrics. Incentives for Mr. Ryan and Mr. Petrizzo were tied to the safety metrics of their respective operating companies. The specific criteria were as follows:
|
|
Threshold
|
|
Target
|
|
Maximum
|
TRIR
|
0.85
|
|
0.70
|
|
0.55
|
Timely incident reporting
|
70.0%
|
|
80.0%
|
|
90.0%
|
•
|
The financial incentive tied to pre-tax operating income represents approximately 75% of the total bonus opportunity for the Named Executive officers. For Mr. Hewitt, Mr. Montalbano, Mr. Cavanah and Mr. Turner, the incentive opportunity was measured at the consolidated level. The specific consolidated pre-tax operating income criteria were as follows: Threshold - $43.6 million, Target - $62.0 million, Maximum - $67.6 million. Incentives for Mr. Ryan and Mr. Petrizzo were tied to the operating income of their respective operating companies.
|
•
|
Ten percent of the total bonus opportunity is tied to the achievement of ROIC. The specific criteria are as follows: Threshold - 14.4%; Target - 16.0%; and Maximum - 17.6%. The incentive attributable to ROIC is measured at the consolidated level for all Named Executive Officers.
|
•
|
Performance measures are established shortly after the beginning of the fiscal year and do not include the impact of any acquisitions, positive or negative, completed within the fiscal year. However, it is anticipated that the Committee would evaluate any acquisitions which may be completed during the fiscal year on a case-by-case basis to determine their impact on the plan and adjust performance measures appropriately.
|
•
|
The Company established a separate temporary KNAC short-term incentive plan for the employees and executive officers of the acquired company. The plan payout was based on pre-tax operating income, safety performance including TRIR and participation in our EAZI Way safety culture rollout, which is an initiative aimed at eliminating workplace accidents, and certain integration measures. Accordingly, the financial and safety results of the acquired company were excluded from the calculations of the incentives earned under the Company's primary short-term incentive plan.
|
•
|
John R. Hewitt - Mr. Hewitt's short term incentive compensation bonus totaled $629,920, or 96.2% of his base salary at June 30, 2014. Mr. Hewitt's bonus was based on safety performance slightly below target and financial performance at near maximum.
|
•
|
Joseph F. Montalbano - Mr. Montalbano's short term incentive compensation bonus totaled $330,935, or 73.5% of his base salary at June 30, 2014. Mr. Montalbano's bonus was based on safety performance slightly below target and financial performance at near maximum.
|
•
|
Kevin S. Cavanah - Mr. Cavanah's short term incentive compensation bonus totaled $266,954, or 73.5% of his base salary at June 30, 2014. Mr. Cavanah's bonus was based on safety performance slightly below target and financial performance at near maximum.
|
•
|
Jason W. Turner - Mr. Turner's short term incentive compensation bonus totaled $166,332, or 57.4% of his pro-rated salary for fiscal 2014. Mr. Turner's bonus was based on safety performance slightly below target and financial performance at near maximum. Mr. Turner's bonus was calculated based on his weighted average salary and bonus targets prior and subsequent to his promotion from Vice President, Corporate Development and Treasurer to President of Matrix North American Holdings.
|
•
|
James R. Ryan - Mr. Ryan's short term incentive compensation bonus totaled $233,210, or 68.4% of his base salary at June 30, 2014. Mr. Ryan's bonus was based on safety performance just below target and financial performance at near maximum.
|
•
|
One third of the grant consisted of service-based RSUs. Vesting will occur evenly over a four-year period beginning on the first anniversary of the grant.
|
•
|
One third of the grant is in the form of performance units. The performance units cliff vest on the third anniversary of the grant. The shares of Company common stock received can vary from zero to two for each performance unit based on the relative Total Shareholder Return of the Company's common stock when compared to the Total Shareholder return of a group of peer companies over the vesting period. The potential award levels are as follows:
|
Shareholder Return Goal
|
|
Total Shareholder Return
|
|
Shares of Common Stock for Each Performance Unit
|
Threshold
|
|
25th percentile of Peer Group
|
|
0.25
|
Above Threshold
|
|
35th percentile of Peer Group
|
|
0.50
|
Target
|
|
50th percentile of Peer Group
|
|
1.00
|
Above Target
|
|
75th percentile of Peer Group
|
|
1.50
|
Maximum
|
|
90th percentile of Peer Group
|
|
2.00
|
Chicago Bridge and Iron Company, N.V.
|
|
MYR Group Inc.
|
EMCOR Group, Inc.
|
|
Pike Electric Corporation
|
Flour Corporation
|
|
Primoris Services Corporation
|
Foster Wheeler AG
|
|
Quanta Services, Inc.
|
Furmanite Corp.
|
|
TEAM, Inc.
|
Jacobs Engineering Group Inc.
|
|
URS Corporation
|
KBR, Inc.
|
|
Willbros Group, Inc.
|
MasTec, Inc.
|
|
|
•
|
The remaining one-third of the grant was a performance-based award to be paid in the form of cash. The award cliff vests after two years and is based on the Average Return on Invested Capital ("AROIC") achieved by the Company over fiscal years 2014 and 2015. The threshold AROIC goal is 14%, the target AROIC goal is 16% and the maximum AROIC goal is 18%. At these performance levels, the payouts would be 50%, 100% and 150% of the target award.
|
•
|
We sponsor a 401(k) Savings Plan which allows executive officers, and other employees, to contribute up to 25% of their salary (up to the annual IRS maximum). The Company’s Safe Harbor Matching Contribution is a 100% matching contribution on salary deferrals up to the first 3% of compensation and 50% on the next 2% of salary deferrals. All matching contributions are 100% vested. Executive officers participate and receive benefits under the plan in the same manner as all other eligible participants. We do not sponsor or maintain any other pension, deferred compensation or other supplemental retirement plans for executive officers.
|
•
|
In addition to the group term life policy offered to all eligible employees, we provide additional life insurance to our executive officers, at no cost to the officer. Specifically, the Company provides a term life insurance policy equal to 2 times base salary to a maximum of $1.5 million. For the CEO, an additional corporate term life insurance policy of $600,000 is provided.
|
•
|
any bonus, equity award, equity equivalent award or other incentive compensation has been awarded or received by an executive officer, and such compensation was based on the achievement of any financial results that were subsequently the subject of any material restatement of our financial statements filed with the SEC;
|
•
|
the executive officer engaged in grossly negligent or intentional misconduct that caused or substantially caused the material restatement; and
|
•
|
the amount of the compensation would have been less had the financial statements been correct,
|
•
|
Components of Compensation: We use a mix of compensation elements including base salary, short-term incentives and long-term incentives to avoid placing too much emphasis on any one component of compensation.
|
•
|
Short-term Incentive: Our short-term incentive compensation plan does not allow for unlimited payouts. For fiscal 2014 short-term incentive payments cannot exceed 120% of target levels.
|
•
|
Long-term Incentive Awards: Our long-term incentive awards drive a long-term perspective and vest over a period of two or four years. Our performance-based long-term incentive awards are capped and cannot exceed 200% of target levels.
|
•
|
Committee Oversight: The Committee reviews and administers all awards under short- and long-term incentive plans.
|
•
|
Performance Measures: Our performance goal setting process is aligned with our business strategy and the interests of our stockholders.
|
•
|
Clawback Policy: We have the ability to recover any excess incentive-based compensation awarded to any of our executive officers as a result of an accounting restatement due to material non-compliance with the reporting requirements under federal securities laws.
|
•
|
Stock Ownership Guidelines: Our stock ownership guidelines require our senior management to maintain a significant portion of their personal wealth in our common stock for the duration of their employment with our Company.
|
•
|
As announced in certain previous fiscal 2014 filings with the Securities and Exchange Commission, on December 20, 2013, the Company acquired the stock of Kvaerner North American Construction Ltd. and substantially all the assets of Kvaerner North American Construction Inc., together referred to as KNAC. The Company also formed Matrix North American Holdings and, on December 23, 2013, appointed Jason W. Turner as President of Matrix North American Holdings to oversee both the acquired business and the Company's legacy North American union business known as Matrix SME. At the time of his appointment, Mr. Turner was serving as Vice President, Corporate Development and Treasurer.
|
•
|
On June 23, 2014, Matthew J. Petrizzo, resigned as President of Matrix SME.
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($) (1)
|
|
Non-Equity
Incentive Plan
Compensation
($) (2)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||||
John R. Hewitt
|
|
2014
|
|
644,423
|
|
|
|
|
871,472
|
|
|
—
|
|
|
1,050,545
|
|
|
—
|
|
|
26,258
|
|
(3)
|
2,592,698
|
|
|
Chief Executive Officer
|
|
2013
|
|
593,365
|
|
|
—
|
|
|
685,364
|
|
|
—
|
|
|
392,773
|
|
|
—
|
|
|
14,077
|
|
(3)
|
1,685,579
|
|
|
|
2012
|
|
527,307
|
|
|
—
|
|
|
885,649
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
181,782
|
|
(4)
|
1,674,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Joseph F. Montalbano
|
|
2014
|
|
443,665
|
|
|
—
|
|
|
314,806
|
|
|
—
|
|
|
517,227
|
|
|
—
|
|
|
29,711
|
|
(3)
|
1,305,409
|
|
Chief Operating Officer
|
|
2013
|
|
415,821
|
|
|
—
|
|
|
303,573
|
|
|
—
|
|
|
191,857
|
|
|
—
|
|
|
15,784
|
|
(3)
|
927,035
|
|
|
|
2012
|
|
381,570
|
|
|
—
|
|
|
207,764
|
|
|
118,137
|
|
|
43,129
|
|
|
—
|
|
|
16,661
|
|
(3)
|
767,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kevin S. Cavanah
|
|
2014
|
|
350,191
|
|
|
—
|
|
|
273,142
|
|
|
—
|
|
|
419,871
|
|
|
—
|
|
|
19,426
|
|
(3)
|
1,062,630
|
|
Chief Financial Officer
|
|
2013
|
|
293,149
|
|
|
29,133
|
|
(5)
|
249,167
|
|
|
—
|
|
|
125,398
|
|
|
—
|
|
|
12,276
|
|
(3)
|
709,123
|
|
|
|
2012
|
|
249,823
|
|
|
—
|
|
|
166,310
|
|
|
94,566
|
|
|
28,200
|
|
|
—
|
|
|
14,048
|
|
(3)
|
552,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Matthew J. Petrizzo
|
|
2014
|
|
329,861
|
|
|
—
|
|
|
1,677,952
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
494,232
|
|
(7)
|
2,502,045
|
|
Former President—Matrix SME
|
|
2013
|
|
318,402
|
|
|
—
|
|
|
236,981
|
|
|
—
|
|
|
155,812
|
|
|
—
|
|
|
12,105
|
|
(3)
|
723,300
|
|
|
|
2012
|
|
295,705
|
|
|
—
|
|
|
153,972
|
|
|
87,550
|
|
|
33,358
|
|
|
—
|
|
|
12,671
|
|
(3)
|
583,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
James P. Ryan
|
|
2014
|
|
338,997
|
|
|
—
|
|
|
261,546
|
|
|
—
|
|
|
386,127
|
|
|
—
|
|
|
20,199
|
|
(3)
|
1,006,869
|
|
President—Matrix Service
|
|
2013
|
|
327,179
|
|
|
—
|
|
|
249,167
|
|
|
—
|
|
|
124,255
|
|
|
—
|
|
|
11,481
|
|
(3)
|
712,082
|
|
|
|
2012
|
|
309,074
|
|
|
—
|
|
|
167,297
|
|
|
95,127
|
|
|
67,755
|
|
|
—
|
|
|
13,112
|
|
(3)
|
652,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jason W. Turner
|
|
2014
|
|
283,106
|
|
|
75,000
|
|
(8)
|
228,496
|
|
|
—
|
|
|
236,957
|
|
|
—
|
|
|
13,143
|
|
(3)
|
836,702
|
|
President—Matrix North American Holdings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown represent the grant date fair value for awards granted during the period determined in accordance with ASC718 – Compensation – Stock Compensation. A portion of the awards that were granted in fiscal years 2013 and 2014 are subject to certain market conditions; accordingly, the grant date fair value of these awards is based upon the probable outcome of those conditions. Amounts have not been adjusted for expected forfeitures. For further information on the assumptions used in the valuation of these awards see Note 1 and Note 10 included in the Notes to Consolidated Financial Statements included in our fiscal 2014 Annual Report on Form 10-K.
|
(2)
|
Represents amounts payable to Named Executive Officers (i) under the annual/short-term incentive compensation plan for the applicable fiscal year performance and (ii) with respect to fiscal 2014, the amounts payable to the Named Executive Officers for the cash-based long-term incentive award that was granted in August 2012 and earned in fiscal 2014.
|
(3)
|
Represents amounts paid by us on behalf of the Named Executive Officer for life insurance and disability premiums and matching contributions to the Named Executive Officer’s account in our qualified 401(k) plan. Matching contributions to our 401(k) plan in fiscal 2014 totaled $10,950, $10,799, $11,411, $10,399, and $5,754 for Messrs. Hewitt, Montalbano, Cavanah, Ryan, and Turner, respectively.
|
(4)
|
Represents amounts paid by us on behalf of Mr. Hewitt for life and disability insurance, matching contributions to Mr. Hewitt’s 401(k) account, and moving expenses totaling $166,139.
|
|
|
|
|
|
|
Estimated Possible Payouts Under
Non-equity Incentive Plan
Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan
Awards (2)
|
|
All
Other Stock Awards: Number of
shares
of Stock or Units
(#) (3) |
|
All Other
Option Awards: Number of
Securities
Underlying Options
(#) |
|
Exercise or Base
Price of
Option Awards
($/Sh) |
|
Grant Date
Fair
Value of
Stock and Option Awards
($) (4) |
|
||||||||||||||||||
Name
|
|
Approval
Date
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
|
|
||||||||||||||
John R. Hewitt
|
|
8/27/2013
|
|
|
|
278,375
|
|
|
556,750
|
|
|
668,100
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
203,379
|
|
|
406,758
|
|
|
610,137
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,275
|
|
|
25,100
|
|
|
50,200
|
|
|
25,100
|
|
|
—
|
|
|
—
|
|
|
871,472
|
|
|
Joseph F. Montalbano
|
|
8/27/2013
|
|
|
|
146,250
|
|
|
292,500
|
|
|
351,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
73,417
|
|
|
146,833
|
|
|
220,250
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,267
|
|
|
9,067
|
|
|
18,134
|
|
|
9,067
|
|
|
—
|
|
|
—
|
|
|
314,806
|
|
|
Kevin S. Cavanah
|
|
8/27/2013
|
|
|
|
117,975
|
|
|
235,950
|
|
|
283,140
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
63,750
|
|
|
127,500
|
|
|
191,250
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,967
|
|
|
7,867
|
|
|
15,734
|
|
|
7,867
|
|
|
—
|
|
|
—
|
|
|
273,142
|
|
|
Matthew J. Petrizzo
|
|
8/27/2013
|
|
|
|
99,570
|
|
|
199,140
|
|
|
238,968
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
58,217
|
|
|
116,433
|
|
|
174,650
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
7,200
|
|
|
14,400
|
|
|
7,200
|
|
|
—
|
|
|
—
|
|
|
249,984
|
|
|
|
|
6/23/2014
|
|
6/23/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
68,862
|
|
|
|
|
|
|
1,427,968
|
|
(6)
|
|||||
James P. Ryan
|
|
8/27/2013
|
|
|
|
102,330
|
|
|
204,660
|
|
|
245,592
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
61,150
|
|
|
122,300
|
|
|
183,450
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,883
|
|
|
7,533
|
|
|
15,066
|
|
|
7,533
|
|
|
—
|
|
|
—
|
|
|
261,546
|
|
|
Jason W. Turner
|
|
8/27/2013
|
|
|
|
27,000
|
|
|
54,000
|
|
|
64,800
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
12/23/2013
|
|
|
|
46,500
|
|
|
93,000
|
|
|
111,600
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
|
|
29,788
|
|
|
59,575
|
|
|
89,363
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8/27/2013
|
|
8/27/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
917
|
|
|
3,667
|
|
|
7,334
|
|
|
3,667
|
|
|
—
|
|
|
—
|
|
|
69,306
|
|
|
|
|
12/23/2013
|
|
12/23/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,867
|
|
|
—
|
|
|
—
|
|
|
159,190
|
|
|
(1)
|
The amounts shown are the cash incentive compensation award potential for each Named Executive Officer under our annual/short-term incentive compensation plan described under the caption "Compensation Discussion and Analysis". Actual payouts to the Named Executive Officers for the applicable fiscal year are reported in the Summary Compensation Table as a portion of the amount shown under the column “Non-Equity Incentive Plan Compensation”.
|
(2)
|
Represents the number of shares which may be issued pursuant to fiscal 2014 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. The number of shares of common stock received upon vesting of the performance units will range between 0% and 200% of the number of performance units awarded as determined by the three year Total Shareholder Return on the Company's common stock when compared to the Total Shareholder Return on the common stock of a group of peer companies selected by the Compensation Committee of the Board of Directors. The fiscal 2014 performance unit awards are described under the caption "Compensation Discussion and Analysis".
|
(3)
|
Amounts shown represent service-based restricted stock units granted to the Named Executive Officers in fiscal 2014. The awards vest in four equal annual installments beginning one year after the grant date. Mr. Turner's December 23, 2013 grant was the result of his promotion to President, Matrix North American Holdings.
|
(4)
|
Amounts shown are calculated based upon the grant date fair value calculated in accordance with ASC718 – Compensation—Stock Compensation. The grant date fair value of the service-based restricted stock units is calculated by multiplying the number of restricted stock units awarded by the closing stock price on the date of grant. The grant date fair value of the performance units is calculated using a Monte Carlo model. The model estimated the fair value of the award based on approximately 100,000 simulations of the future prices of the Company's common stock compared to the future prices of its peer companies based on historical volatilities. The model also took into account the expected dividends over the performance period. See Notes 1 and 10 of the Notes to the Consolidated Financial Statements included in the Company’s fiscal 2014 Annual Report on Form 10-K for a full discussion of the Company’s stock based compensation accounting policies.
|
(5)
|
The amounts shown represent the potential cash awards for each Named Executive Officer under the cash portion of our fiscal 2014 long-term incentive award described under the caption "Compensation Discussion and Analysis". The actual cash payout can range from 0% to 150% of the target payout and is based on average Return on Invested Capital for fiscal 2014 and fiscal 2015.
|
(6)
|
In connection with Mr. Petrizzo's resignation, the vesting of 35,055 service-based RSUs, 15,600 stock options, and 18,207 performance units was accelerated. The amount shown in the Grant Date Fair Value of Stock and Option Awards column represents the incremental value to Mr. Petrizzo as a result of the accelerated vesting of these awards.
|
(7)
|
The amounts for Mr. Turner are the cash incentive compensation award potential under our annual/short-term incentive compensation plan described under the caption "Compensation Discussion and Analysis". Mr. Turner's August 27, 2013 award target was based on his position as Vice President,
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
|
|
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
(#)
|
|
Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($) (2)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
John R. Hewitt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,122
|
|
|
3,578,110
|
|
|
113,866
|
|
|
3,733,666
|
|
Joseph P. Montalbano
|
|
—
|
|
|
21,050
|
|
|
10.19
|
|
|
11/17/2021
|
|
|
45,366
|
|
|
1,487,551
|
|
|
46,334
|
|
|
1,519,292
|
|
Kevin S. Cavanah
|
|
8,000
|
|
|
—
|
|
|
5.49
|
|
|
8/17/2015
|
|
|
34,620
|
|
|
1,135,190
|
|
|
38,880
|
|
|
1,274,875
|
|
|
|
4,000
|
|
|
—
|
|
|
8.93
|
|
|
10/21/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
16,850
|
|
|
10.19
|
|
|
11/17/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Matthew P. Petrizzo
|
|
15,600
|
|
|
—
|
|
|
10.19
|
|
|
11/17/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James P. Ryan
|
|
—
|
|
|
16,950
|
|
|
10.19
|
|
|
11/17/2021
|
|
|
35,086
|
|
|
1,150,470
|
|
|
38,212
|
|
|
1,252,971
|
|
Jason W. Turner
|
|
—
|
|
|
8,000
|
|
|
10.19
|
|
|
11/17/2021
|
|
|
20,727
|
|
|
679,638
|
|
|
18,028
|
|
|
591,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These options were granted on November 17, 2011 and cliff vest on November 17, 2014.
|
(2)
|
Based on the closing price of our common stock on June 30, 2014 of $32.79.
|
|
|
Number of Shares or
Units of Stock That Have Not
Vested
|
|
Equity Incentive Plan
Awards: Number of Unearned
Shares, Units or Other Rights
That Have Not Vested
|
|||||||
Name
|
|
Shares
|
|
Vest Date
|
|
Shares
|
|
Vest Date
|
|||
John R. Hewitt
|
|
6,275
|
|
|
8/27/2014
|
|
63,666
|
|
(1
|
)
|
11/16/2015
|
|
|
7,958
|
|
|
11/16/2014
|
|
50,200
|
|
(1
|
)
|
8/27/2016
|
|
|
22,074
|
|
|
11/17/2014
|
|
|
|
|
||
|
|
8,000
|
|
|
5/4/2015
|
|
|
|
|
||
|
|
6,275
|
|
|
8/27/2015
|
|
|
|
|
||
|
|
7,958
|
|
|
11/16/2015
|
|
|
|
|
||
|
|
22,074
|
|
|
11/17/2015
|
|
|
|
|
||
|
|
8,000
|
|
|
5/4/2016
|
|
|
|
|
||
|
|
6,275
|
|
|
8/27/2016
|
|
|
|
|
||
|
|
7,958
|
|
|
11/16/2016
|
|
|
|
|
||
|
|
6,275
|
|
|
8/27/2017
|
|
|
|
|
||
Joseph F. Montalbano
|
|
2,267
|
|
|
8/27/2014
|
|
28,200
|
|
(1
|
)
|
11/16/2015
|
|
|
2,400
|
|
|
10/23/2014
|
|
18,134
|
|
(1
|
)
|
8/27/2016
|
|
|
3,525
|
|
|
11/16/2014
|
|
|
|
|
||
|
|
5,262
|
|
|
11/17/2014
|
|
|
|
|
||
|
|
6,400
|
|
|
12/2/2014
|
|
|
|
|
||
|
|
2,267
|
|
|
8/27/2015
|
|
|
|
|
||
|
|
3,525
|
|
|
11/16/2015
|
|
|
|
|
||
|
|
5,262
|
|
|
11/17/2015
|
|
|
|
|
||
|
|
6,400
|
|
|
12/2/2015
|
|
|
|
|
||
|
|
2,267
|
|
|
8/27/2016
|
|
|
|
|
||
|
|
3,525
|
|
|
11/16/2016
|
|
|
|
|
||
|
|
2,266
|
|
|
8/27/2017
|
|
|
|
|
||
Kevin S. Cavanah
|
|
1,967
|
|
|
8/27/2014
|
|
23,146
|
|
(1
|
)
|
11/16/2015
|
|
|
450
|
|
|
10/23/2014
|
|
15,734
|
|
(1
|
)
|
8/27/2016
|
|
|
2,893
|
|
|
11/16/2014
|
|
|
|
|
||
|
|
4,212
|
|
|
11/17/2014
|
|
|
|
|
||
|
|
4,600
|
|
|
12/6/2014
|
|
|
|
|
||
|
|
1,967
|
|
|
8/27/2015
|
|
|
|
|
||
|
|
2,893
|
|
|
11/16/2015
|
|
|
|
|
||
|
|
4,212
|
|
|
11/17/2015
|
|
|
|
|
||
|
|
4,600
|
|
|
12/6/2015
|
|
|
|
|
||
|
|
1,967
|
|
|
8/27/2016
|
|
|
|
|
||
|
|
2,893
|
|
|
11/16/2016
|
|
|
|
|
||
|
|
1,966
|
|
|
8/27/2017
|
|
|
|
|
||
James P. Ryan
|
|
1,884
|
|
|
8/27/2014
|
|
23,146
|
|
(1
|
)
|
11/16/2015
|
|
|
1,600
|
|
|
10/23/2014
|
|
15,066
|
|
(1
|
)
|
8/27/2016
|
|
|
2,893
|
|
|
11/16/2014
|
|
|
|
|
||
|
|
4,237
|
|
|
11/17/2014
|
|
|
|
|
||
|
|
4,400
|
|
|
12/2/2014
|
|
|
|
|
||
|
|
1,883
|
|
|
8/27/2015
|
|
|
|
|
||
|
|
2,893
|
|
|
11/16/2015
|
|
|
|
|
||
|
|
4,237
|
|
|
11/17/2015
|
|
|
|
|
||
|
|
4,400
|
|
|
12/2/2015
|
|
|
|
|
||
|
|
1,883
|
|
|
8/27/2016
|
|
|
|
|
||
|
|
2,893
|
|
|
11/16/2016
|
|
|
|
|
||
|
|
1,883
|
|
|
8/27/2017
|
|
|
|
|
||
Jason W. Turner
|
|
917
|
|
|
8/27/2014
|
|
10,694
|
|
(1
|
)
|
11/16/2015
|
|
|
450
|
|
|
10/23/2014
|
|
7,334
|
|
(1
|
)
|
8/27/2016
|
|
|
1,337
|
|
|
11/16/2014
|
|
|
|
|
||
|
|
2,000
|
|
|
11/17/2014
|
|
|
|
|
||
|
|
2,200
|
|
|
12/2/2014
|
|
|
|
|
||
|
|
1,050
|
|
|
12/23/2014
|
|
|
|
|
||
|
|
917
|
|
|
8/27/2015
|
|
|
|
|
||
|
|
1,337
|
|
|
11/16/2015
|
|
|
|
|
||
|
|
2,000
|
|
|
11/17/2015
|
|
|
|
|
||
|
|
2,200
|
|
|
12/2/2015
|
|
|
|
|
||
|
|
1,050
|
|
|
12/23/2015
|
|
|
|
|
||
|
|
917
|
|
|
8/27/2016
|
|
|
|
|
||
|
|
1,336
|
|
|
11/16/2016
|
|
|
|
|
||
|
|
1,050
|
|
|
12/23/2016
|
|
|
|
|
||
|
|
916
|
|
|
8/27/2017
|
|
|
|
|
||
|
|
1,050
|
|
|
12/23/2017
|
|
|
|
|
(1)
|
Represents fiscal 2013 and 2014 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. If threshold performance is achieved, the performance units are converted to the Company's common stock upon vesting. The number of shares of common stock received for each performance unit will vary from zero to two based on the Total Shareholder Return on the Company's common stock when compared to Total Shareholder Return on common stock of peer companies selected by the Compensation Committee of the Board of Directors. The Total Shareholder Return Goals are as follows:
|
Shareholder Return Goal
|
|
Total Shareholder Return
|
|
Shares of Common Stock for Each Performance Unit
|
Threshold
|
|
25th percentile of Peer Group
|
|
0.25
|
Above Threshold
|
|
35th percentile of Peer Group
|
|
0.50
|
Target
|
|
50th percentile of Peer Group
|
|
1.00
|
Above Target
|
|
75th percentile of Peer Group
|
|
1.50
|
Maximum
|
|
90th percentile of Peer Group
|
|
2.00
|
|
|
Fiscal 2014
|
|
||||||||||
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value Realized on
Exercise
($) (1)
|
|
Number of Shares
Acquired on
Vesting (#)
|
|
Value Realized on
Vesting
($) (2)
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
John R. Hewitt
|
|
—
|
|
|
—
|
|
|
38,035
|
|
|
902,826
|
|
|
Joseph F. Montalbano
|
|
—
|
|
|
—
|
|
|
17,588
|
|
|
383,617
|
|
|
Kevin S. Cavanah
|
|
—
|
|
|
—
|
|
|
12,657
|
|
|
274,317
|
|
|
Matthew J. Petrizzo
|
|
—
|
|
|
—
|
|
|
68,862
|
|
(3)
|
1,427,968
|
|
(3)
|
James P. Ryan
|
|
27,200
|
|
|
717,586
|
|
|
13,132
|
|
|
286,527
|
|
|
Jason W. Turner
|
|
10,000
|
|
|
192,000
|
|
|
6,487
|
|
|
141,356
|
|
|
(1)
|
The value realized is the difference between the option exercise price and the sales price of the common stock on the date of exercise, multiplied by the number of shares for which the options were exercised.
|
(2)
|
The value realized is the closing sales price of the common stock on the vesting date, multiplied by the number of shares for which the restrictions lapsed.
|
(3)
|
Includes the incremental value of the accelerated vesting that occurred as a result of Mr. Petrizzo's resignation on June 23, 2014.
|
•
|
If we experience a “Change of Control”
and
the executive suffers an “Adverse Event” or is terminated without “Cause,” either on the date of the Change of Control or within 24 months following the Change of Control date; or
|
•
|
The executive is terminated from employment at any time for reasons other than Cause.
|
•
|
Mr. Hewitt, Mr. Cavanah and Mr. Montalbano – Paid an amount equal to two years of base salary plus the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position. All forms of equity benefits vest and restrictions on such benefits lapse immediately.
|
•
|
Mr. Ryan – Paid an amount equal to one year of base salary plus the average annual bonus compensation paid to the executive in the previous three calendar years. All forms of equity benefits vest and restrictions on such benefits lapse immediately.
|
•
|
Mr. Hewitt – Paid an amount equal to one year of base salary plus bonus compensation in an amount equal to 75% of base salary.
|
•
|
Mr. Cavanah, Mr. Montalbano, and Mr. Ryan – Paid an amount equal to one year of base salary plus the lesser of the average annual bonus compensation paid to the executive in the previous three years or the number of full fiscal years the executive has been employed in the position.
|
|
|
Change of Control with Adverse Event or Termination
|
|
Termination by the Company at any Time for Reasons Other than Cause
|
|
Voluntary Termination
|
|
Retirement
|
|
Death, Disability or Change of Control (No Adverse Event)
|
|
|
|||||||||||||||||||||||||||
Name
|
|
Salary
Severance
($) (1)
|
|
Non-Equity
Incentive
Plan
Severance
($) (2)
|
|
Value of
Stock
Options
That
Would
Vest
($) (3)
|
|
Value of
RSUs, Performance Units and LTI Awards for
Which
Restrictions
Would
Lapse
($) (4)
|
|
Salary
Severance
($) (1)
|
|
Non-Equity
Incentive
Plan
Severance
($) (5)
|
|
Value
of
Stock
Options
That
Would
Vest
($) (3)
|
|
Value of
RSUs and Performance Units for
Which
Restrictions
Would
Lapse
($) (4)
|
|
No
Contractual
Benefits
|
|
Value of RSUs, Performance Units and LTI Awards for Which Restrictions Would Lapse ($)(6)
|
|
Value of
Stock
Options
That
Would
Vest
($) (3)
|
|
Value of
RSUs, Performance Units and LTI Awards for
Which
Restrictions
Would
Lapse
($) (4)
|
|
Maximum
Potential
Payments
|
|||||||||||||
John R. Hewitt
|
|
1,310,000
|
|
|
367,564
|
|
|
—
|
|
|
6,188,201
|
|
|
655,000
|
|
|
491,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,188,201
|
|
|
7,865,765
|
|
Joseph F. Montalbano
|
|
900,000
|
|
|
188,640
|
|
|
475,730
|
|
|
2,543,063
|
|
|
450,000
|
|
|
188,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,229,643
|
|
|
475,730
|
|
|
2,543,063
|
|
|
4,107,433
|
|
Kevin S. Cavanah
|
|
726,000
|
|
|
159,606
|
|
|
380,810
|
|
|
2,022,460
|
|
|
363,000
|
|
|
159,606
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380,810
|
|
|
2,022,460
|
|
|
3,288,876
|
|
James P. Ryan
|
|
341,100
|
|
|
141,740
|
|
|
383,070
|
|
|
2,021,589
|
|
|
341,100
|
|
|
141,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383,070
|
|
|
2,021,589
|
|
|
2,887,499
|
|
Jason W. Turner
|
|
310,000
|
|
|
—
|
|
|
180,800
|
|
|
1,091,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,582,082
|
|
(1)
|
Represents payment of one or two years of base salary for the event specified based on base salary as of June 30, 2014.
|
(2)
|
Represents payment of non-equity incentive severance for the event specified based on the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position.
|
(3)
|
Represents the value the Named Executive Officer would realize for the vesting of all nonvested stock options for the specified event. The value is the difference between the option exercise price and the market price of the common stock as of the close of business on June 30, 2014, multiplied by the number of nonvested stock options at June 30, 2014.
|
(4)
|
Represents the value the Named Executive Officer would realize upon the lapsing of restrictions on RSUs, performance units and cash LTI awards due to the specified event. The value shown is the number of unvested RSUs and performance units, assuming a target performance level, at June 30, 2014 multiplied by the market price of common stock at the close of business on June 30, 2014 plus the value of the cash LTI awards, which are also assumed to vest based on the target level of performance.
|
(5)
|
Represents 75% of annual salary for Mr. Hewitt. For Mr. Montalbano, Mr. Cavanah, Mr. Turner and Mr. Ryan, the amount represents payment of non-equity incentive severance for the event specified based on the average annual bonus compensation paid to the executive in the three preceeding calendar years.
|
(6)
|
Represents the value the Named Executive Officer would realize for the lapsing of restrictions on RSUs, performance units and cash LTI awards due to the Named Executive Officer’s retirement. The value shown is the number of unvested RSUs at June 30, 2014 for which restrictions would lapse at retirement multiplied by the market price of common stock at the close of business on June 30, 2014. Restrictions lapse on performance units and cash LTI awards upon retirement on a pro rata basis based on the number of full and partial months served in the applicable performance period. The performance units and cash LTI awards are assumed to vest at the target level of performance. Messrs. Hewitt, Cavanah, Ryan, and Turner were not eligible for retirement at June 30, 2014.
|
•
|
Competitiveness – Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for base salary, short-term and long-term compensation are generally based on median (50
th
percentile) market levels.
|
•
|
Support Business Objectives, Strategy and Values – Ultimately our compensation program is designed to drive the achievement of annual business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.
|
•
|
Pay for Performance – While we establish target pay levels at or near the median or 50
th
percentile market levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.
|
•
|
Individual Performance – In addition to objective company-wide, business unit and operating unit financial measures, our programs emphasize individual performance and the achievement of personal objectives.
|
•
|
Integrated Approach – We look at compensation in total and strive to achieve an appropriate balance of immediate, short-term and long-term compensation components, with the ultimate goal of aligning executive compensation with long-term stockholder value.
|
•
|
the nature of the related person’s interest in the transaction;
|
•
|
the material terms of the transaction;
|
•
|
the significance of the transaction to the related person;
|
•
|
the significance of the transaction to us;
|
•
|
whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and
|
•
|
any other matters the Audit Committee deems appropriate.
|
Identity of Beneficial Owner
|
|
Shares Beneficially Owned
|
|
|
|
Calculated Ownership % (1)
|
||
BlackRock, Inc.
|
|
2,834,666
|
|
|
(3)
|
|
10.7
|
%
|
40 East 52
nd
Street
|
|
|
|
|
|
|
||
New York, NY 10022
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Royce & Associates, LLC
|
|
1,505,303
|
|
|
(2)
|
|
5.7
|
%
|
745 Fifth Avenue
|
|
|
|
|
|
|
||
New York, NY 10151
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Waddell & Reed / Ivy Investment Mangement Company
|
|
1,455,000
|
|
|
(4)
|
|
5.5
|
%
|
6300 Lamar Avenue
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Overland Park, KS 66202
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Michael J. Hall
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58,800
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(5)
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*
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I. Edgar Hendrix
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18,500
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(5)
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*
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Paul K. Lackey
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16,900
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(5)
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*
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Tom E. Maxwell
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21,029
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(5)
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*
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Jim W. Mogg
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—
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(5)
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*
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James H. Miller
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—
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(5)
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*
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John R. Hewitt
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49,801
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(5)
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*
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Joseph F. Montalbano
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11,619
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(5)
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*
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Kevin S. Cavanah
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32,740
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(5)
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*
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James P. Ryan
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33,597
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(5)
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*
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Jason Turner
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1,077
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(5)
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*
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All directors, director nominees and executive officers as a group (13 persons)
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252,919
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(5)
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1.0
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%
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*
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Indicates ownership of less than one percent of the outstanding shares of common stock.
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(1)
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Shares of common stock which were not outstanding but which could be acquired by an executive officer upon exercise of an option within 60 days of August 31, 2014 are deemed outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by such person. Such shares, however, are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person.
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(2)
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Information is as of March 31, 2014 and is based on the Schedule 13G/A dated April 1, 2014 filed by Royce & Associates, LLC. (“Royce”). Royce is a registered investment advisor. Royce has sole voting and dispositive power over all of the shares shown.
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(3)
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Information is as of March 31, 2014 and is based on the Schedule 13G /A dated April 8, 2013 filed by BlackRock, Inc. (“BlackRock”). BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). BlackRock has sole voting power over 2,760,569 shares and sole dispositive power overall of the shares shown.
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(4)
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Information is as of December 31, 2013 and is based on the Schedule 13G dated February 7, 2014 filed by 1) Waddell & Reed Financial, Inc. ("WDR"), a parent holding company in accordance with Reg. 240.13d-1(b)(1)(ii)(G), 2) Waddell & Reed Financial Services, Inc., a parent holding company in accordance with Reg. 240.13d-1(b)(1)(ii)(G), 3) Waddell & Reed, Inc., a broker-dealer registered under section 15 of the Act (15 U.S.C 78o), 4) Waddell & Reed Investment Management Company, an investment adviser in accordance with with Reg. 240.13d-1(b)(1)(ii)(E), and 5) Ivy Investment Management Company, an investment advisor in accordance with Reg. 240.13d-1(b)(1)(ii)(E). WDR has sole dispositive power and shared voting power over all of the shares shown.
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(5)
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Includes the following shares of common stock that are issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days after August 31, 2014: Mr. Hendrix – 5,000 shares; Mr. Cavanah – 12,000 shares; 13 directors and executive officer as a group – 17,000 shares. Also includes the following shares that are issuable upon the vesting of RSUs if the RSUs vest within 60 days of August 31, 2014: Mr. Cavanah – 450 shares; Mr. Ryan – 1,600 shares; Mr. Montalbano – 2,400 shares; Mr. Turner - 450; 13 directors and executive officers as a group – 5,800 shares.
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•
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Amount of Ownership – Defined as a multiple of the individual’s base salary as noted below. These multiples represent the minimum amount of Company stock an executive officer should seek to acquire and maintain.
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President/CEO
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5 times base salary
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CFO/COO/Presidents of the two principal operating subsidiaries
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3 times base salary
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All other executive officers
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1 times base salary
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•
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Timing: The executive officers have until the later of August 2016 or five years after the date of their appointment as an executive officer to acquire the ownership levels discussed above. Thereafter, they are expected to retain this level of ownership during their tenure with the Company. Compliance will be evaluated on an annual basis as of June 30 of each year.
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•
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Eligible Forms of Equity:
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shares owned separately by the executive officer or owned either jointly with, or separately by, his or her immediate family members residing in the same household;
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shares held in trust for the benefit of the executive officer or immediate family members;
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shares purchased in the open market;
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shares purchased through the Company’s Employee Stock Purchase Plan;
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vested and unvested time-based restricted stock or restricted stock units;
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unvested performance or market based restricted stock or restricted stock units but only to the extent that the Company recognizes compensation expense with respect to such restricted stock or restricted stock units; and
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the in-the-money value of vested and unexercised stock options.
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The prohibition on repricing stock options and stock appreciation rights; and
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The prohibition on paying dividends or dividend equivalents on performance-based equity awards unless the performance criteria are satisfied.
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If stockholders approve the Amendment, the number of shares authorized for issuance under the Plan will be 2,300,000. Of these authorized shares, approximately 1,713,223 will be available for future grant, including 713,223 shares remaining available for grant at June 30, 2014 plus 1,000,000 new shares added by the Amendment.
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Shares that are not issued pursuant to an award, including due to cancellation, forfeiture, expiration, or cash settlement, or satisfaction of withholding taxes, and shares surrendered for the payment of the exercise price or withholding taxes under awards will be made available for grant under the Plan.
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Options and stock appreciation rights will have an exercise price that is not less than 100% of the fair market value of the underlying common stock on the grant date and an exercise term not to exceed ten years.
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The Committee cannot reduce the exercise price of outstanding options or stock appreciation rights, replace an outstanding option or stock appreciation right with a new option or stock appreciation right with a lower exercise price, or cancel an option or stock appreciation right in exchange for cash or another type of award (other than in connection with a change of control of us) without stockholder approval.
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The Amendment clarifies that no dividends or dividend equivalents will be paid with respect to performance-based equity awards unless the corresponding performance criteria are satisfied. In addition, the Amendment clarifies that no dividends or dividend equivalents will be granted in conjunction with any option or stock appreciation right. No such awards currently outstanding contain any dividend or dividend equivalents.
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The maximum number of shares that may be awarded in the form of stock options or stock appreciation rights to any Insider in any fiscal year is 400,000 shares.
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The maximum number of shares that may be awarded in the form of restricted stock or restricted stock units to any Insider in any fiscal year is 400,000 shares.
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The maximum number of shares that may be awarded in the form of performance shares or performance units to any Insider in any fiscal year is 400,000 shares or an amount equal to the value of 400,000 shares.
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The maximum amount that may be awarded in the form of cash-based awards to any Insider in any fiscal year is $5,000,000.
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The maximum number of shares that may be awarded in the form of other stock-based awards to any Insider in any fiscal year is 400,000 shares.
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incentive stock options under Section 422;
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nonqualified stock options;
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stock appreciation rights;
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restricted stock;
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restricted stock units;
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performance shares;
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performance units;
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cash based awards; and
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other stock-based awards.
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net earnings or net income (before or after taxes);
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earnings per share;
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net operating profit;
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operating income;
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operating income per share;
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return measures (including, but not limited to, return on assets, return on capital, return on invested capital, and return on equity, sales or revenue);
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cash flow (including, but not limited to, operating cash flow, free cash flow, free cash flow margin, and cash flow return on capital or investments);
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earnings before or after taxes, interest, depreciation, and/or amortization and impairment of intangible assets;
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gross or operating margins;
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share price (including, but not limited to, growth measures and total stockholder return);
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margins;
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operating efficiency;
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customer satisfaction;
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employee satisfaction;
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working capital targets;
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revenue or sales growth or growth in backlog;
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growth of assets;
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productivity ratios;
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expense targets;
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measures of health, safety or environment (including, but not limited to, total recordable incident rate);
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market share;
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credit quality (including, but not limited to, days sales outstanding);
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economic value added;
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price earnings ratio;
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improvements in capital structure; and
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compliance with laws, regulations and policies.
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without the prior approval of our stockholders, options and stock appreciation rights issued under the Plan will not be repriced, replaced or regranted through cancellation, whether in exchange for cash or another type of award, by lowering the exercise price of a previously granted option or the grant price of a previously granted stock appreciation right or by replacing a previously granted option or stock appreciation right with a new option with a lower option price or a new stock appreciation right with a lower grant price; and
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to the extent necessary under any applicable law, regulation or exchange requirement, no amendment shall be effective unless approved by our stockholders in accordance with applicable law, regulation or exchange requirement.
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Plan Category
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Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1)
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Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
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Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
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(a)
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(b)
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(c)
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Equity compensation plans approved by stockholders
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1,351,001
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$
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9.68
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713,223
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Equity compensation plans not approved by stockholders
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—
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N/A
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—
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Total
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1,351,001
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$
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9.68
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713,223
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(1)
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Includes 733,369 RSUs and 372,332 performance units, which have no exercise price. The amount included assumes that target level performance is achieved under outstanding performance units for which performance has not yet been determined.
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(2)
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Excludes the shares issuable upon the vesting of RSUs and performance units for which there is no weighted-average price.
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By Order of the Board of Directors,
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Kevin S. Cavanah
Secretary
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