|
¨
|
Preliminary Proxy Statement
|
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
)
|
|
ý
|
Definitive Proxy Statement
|
|
¨
|
Definitive Additional Materials
|
|
¨
|
Soliciting Material Pursuant to Section 240.14a-12
|
ý
|
No fee required.
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
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):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
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.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
(1)
|
To elect two directors to serve until the 2018 Annual Meeting of Shareholders, and until their successors have been elected and qualified, as listed in the accompanying proxy statement;
|
(2)
|
To vote on an advisory resolution on executive compensation;
|
(3)
|
To approve the Amended Executive Annual Bonus Plan; and
|
(4)
|
To transact such other business (which does not include nominations of directors) as may properly be brought before the meeting or any adjournment or postponement thereof.
|
•
|
Registered directly in your name with our transfer agent (also referred to as a “shareholder of record”);
|
•
|
Held for you in an account with a broker, bank, or other nominee (shares held in “street name”) – street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or nominee how to vote their shares
|
•
|
You may submit another properly completed proxy card with a later date that is received no later than
January 28, 2015
.
|
•
|
You may vote again on the Internet or by telephone before the closing of those voting facilities at 11:59 pm (Central time) on January 27, 2015 (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted).
|
•
|
You may send a written notice that you are revoking your proxy to the Company’s Secretary at Schnitzer Steel Industries, Inc., P.O. Box 10047, Portland, Oregon 97296-0047, Attention: Corporate Secretary, or hand-deliver it to the Secretary at or before the taking of the vote at the Annual Meeting.
|
•
|
You may attend the Annual Meeting, revoke your proxy and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
•
|
Remember that if you are a beneficial owner of Company shares holding shares in a street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the Annual Meeting if you obtain a valid proxy from the organization that is the record owner of your shares (such as your broker).
|
Name of Beneficial Owner or
Number of Persons in Group
|
|
Common Stock
Beneficially Owned
|
||||
Number
|
|
|
Percent
|
|||
Royce & Associates LLC
|
|
3,144,648
|
|
(1)
|
|
11.8%
|
T. Rowe Price Associates, Inc.
|
|
2,142,030
|
|
(2)
|
|
8.0%
|
Dimensional Fund Advisors LP
|
|
1,966,560
|
|
(3)
|
|
7.4%
|
Artisan Partners Limited Partnership
|
|
1,559,648
|
|
(4)
|
|
5.8%
|
The Vanguard Group, Inc.
|
|
1,542,347
|
|
(5)
|
|
5.8%
|
David J. Anderson
|
|
—
|
|
(6)
|
|
*
|
John D. Carter
|
|
280,387
|
|
(7)
|
|
1.0%
|
William A. Furman
|
|
94,179
|
|
(8)
|
|
*
|
Wayland R. Hicks
|
|
3,600
|
|
(9)
|
|
*
|
David L. Jahnke
|
|
—
|
|
(10)
|
|
*
|
Judith A. Johansen
|
|
—
|
|
(11)
|
|
*
|
William D. Larsson
|
|
1,000
|
|
(11)
|
|
*
|
Tamara L. Lundgren
|
|
361,765
|
|
(12)
|
|
1.3%
|
Kenneth M. Novack
|
|
308,558
|
|
(13)
|
|
1.2%
|
Richard D. Peach
|
|
73,446
|
|
(14)
|
|
*
|
Jeffrey Dyck
|
|
46,012
|
|
(15)
|
|
*
|
Michael Henderson
|
|
1,302
|
|
|
|
*
|
Thomas D. Klauer
|
|
65,816
|
|
(16)
|
|
*
|
|
|
|
|
|
|
|
All current directors and executive officers as a group (16 persons)
|
|
1,336,030
|
|
(17)
|
|
4.9%
|
*
|
Less than 1%
|
(1)
|
Beneficial ownership as of
September 30, 2014
as reported by Royce & Associates, LLC, 745 Fifth Avenue, New York, NY 10151 in a Form 13F filed by the shareholder.
|
(2)
|
Beneficial ownership as of
September 30, 2014
as reported by T. Rowe Price Associates, Inc., P.O. Box 89000, Baltimore, MD 21289 in a Form 13F filed by the shareholder.
These securities are owned by various individual and institutional investors, for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For further purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.
|
(3)
|
Beneficial ownership as of
September 30, 2014
as reported by Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746 in a Form 13F filed by the shareholder.
|
(4)
|
Beneficial ownership as of
September 30, 2014
as reported by Artisan Partners Limited Partnership, 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202 in a Form 13F filed by the shareholder.
|
(5)
|
Beneficial ownership as of
September 30, 2014
as reported by Vanguard Group, Inc., PO Box 2600, Valley Forge, PA 19482 in a Form 13F filed by the shareholder.
|
(6)
|
Excludes 18,604 shares covered by deferred stock units (“DSUs”) or credited to an account under the Deferred Compensation Plan for Non-Employee Directors (the “Director DCP”).
|
(7)
|
Includes 114,020 shares subject to options that became exercisable prior to
October 31, 2014
.
|
(8)
|
Includes 4,500 shares subject to options that became exercisable prior to
October 31, 2014
. Excludes 25,446 shares covered by DSUs or credited to an account under the Director DCP.
|
(9)
|
Excludes 19,895 shares covered by DSUs or credited to an account under the Director DCP.
|
(10)
|
Excludes 8,665 shares covered by DSUs or credited to an account under the Director DCP.
|
(11)
|
Excludes 25,446 shares covered by DSUs or credited to an account under the Director DCP.
|
(12)
|
Includes 175,160 shares subject to options that became exercisable prior to
October 31, 2014
.
|
(13)
|
Includes 25,750 shares subject to options that became exercisable prior to
October 31, 2014
. Excludes 28,456 shares covered by DSUs or credited to an account under the Director DCP.
|
(14)
|
Includes 49,092 shares subject to options that became exercisable prior to
October 31, 2014
.
|
(15)
|
Includes 22,119 shares subject to options that became exercisable prior to
October 31, 2014
.
|
(16)
|
Includes 41,872 shares subject to options that became exercisable prior to
October 31, 2014
.
|
(17)
|
Includes 498,981 shares subject to options that became exercisable prior to
October 31, 2014
. Excludes 151,957 shares covered by DSUs or credited to an account under the Director DCP.
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of January 28, 2015
|
|
|
|
Class III Director Nominees
|
|
|
|
|
|
David J. Anderson 2009
|
Director of the Company since April 2009 and Chairman of the Company’s Nominating and Corporate Governance Committee and a member of the Audit Committee. Mr. Anderson served as Executive Director and Co-Vice Chairman of Sauer-Danfoss Inc., a worldwide leader in the design, manufacture and sale of engineered hydraulic, electric and electronic systems and components, from January 2009 through July 2009. He was President and Chief Executive Officer of Sauer-Danfoss Inc. from July 2002 until January 2009 and a director of Sauer-Danfoss Inc. from July 2002 until July 2009. Mr. Anderson served as Executive Vice President – Strategic Business Development of Sauer-Danfoss Inc. from May 2000 until July 2002. From 1984 to May 2000, he held various senior management positions with Sauer-Danfoss Inc. and Sauer-Danfoss (US) Company. From 1970 to 1984, Mr. Anderson held various executive positions in business development, sales, marketing and applications engineering with manufacturing and distribution businesses in the fluid power industry. Mr. Anderson is a director of Modine Manufacturing Company and serves on its Audit, Compensation, and Corporate Governance and Nominating committees and is Board Chair of MTS Systems Corporation and serves on its Audit Committee. He has also served on the boards of the National Fluid Power Association and the National Fluid Power Association’s Technology and Education Foundation, chairing each in 2008 and 2009. In addition to his experience as a CEO, Mr. Anderson provides expertise in general manufacturing, international business, strategic planning, growth management, operational integration and operations.
|
67
|
|
|
|
John D. Carter 2005
|
Director of the Company since May 2005 and Chairman of the Board since December 2008. Mr. Carter was President and Chief Executive Officer of the Company from May 2005 to December 2008. From 2002 to May 2005, Mr. Carter was engaged in a consulting practice focused primarily on strategic planning in transportation and energy for national and international businesses, while also owning other small business ventures. From 1982 to 2002, Mr. Carter served in a variety of senior management capacities at Bechtel Group, Inc., an engineering and construction company, including as Executive Vice President and Director, as well as President of Bechtel Enterprises, Inc., a wholly-owned subsidiary, and other operating groups. He retired from Bechtel at the end of 2002. Prior to his Bechtel tenure, Mr. Carter was a partner in a San Francisco law firm. He is a director of Northwest Natural Gas Company, FLIR Systems, Inc., and JELD-WEN, Inc. and Chairman of the Board of Kuni Automotive. In addition to his prior service as the Company’s Chief Executive Officer, Mr. Carter brings extensive international business experience and provides expertise in strategic planning and analysis, mergers and acquisitions, operations, environmental affairs, and government relations.
|
68
|
|
|
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of January 28, 2015
|
|
|
|
Class II Directors
|
|
|
|
|
|
Wayland R. Hicks 2009
|
Director of the Company since April 2009, a member of the Company’s Compensation and Nominating and Corporate Governance Committees and Lead Director effective September 1, 2014. Mr. Hicks served as Director and Vice Chairman of United Rentals, Inc., a construction equipment rental company, from 1998 until March 2009. At United Rentals, Inc., he also served as Chief Executive Officer from December 2003 until June 2007 and Chief Operating Officer from 1997 until December 2003. Mr. Hicks served as Chief Executive Officer and President of Indigo N.V., a manufacturer of commercial and industrial printers, from 1996 to 1997, and as Vice Chairman and Chief Executive Officer of Nextel Communications Corp. from 1994 to 1995. From 1967 to 1994, he held various executive positions with Xerox Corporation. In addition to his experience as a CEO, Mr. Hicks provides expertise in operations, general manufacturing, international business, mergers and acquisitions, logistics, executive compensation, and strategic planning and analysis.
|
72
|
|
|
|
Judith A. Johansen 2006
|
Director of the Company since January 2006. Ms. Johansen is Chairman of the Company’s Compensation Committee and a member of the Audit Committee. Ms. Johansen was previously President of Marylhurst University in Lake Oswego, Oregon, a position she held from July 2008 to September 1, 2013. Upon her resignation as President, Ms. Johansen tendered her resignation from the Board as required by the Company’s Corporate Governance Guidelines. The Board, on the recommendation of the Nominating and Corporate Governance Committee, determined that Ms. Johansen’s continued service as a director was in the best interests of the Company and therefore rejected the resignation. Ms. Johansen was previously employed by PacifiCorp, an electric utility, as Executive Vice President of Regulation and External Affairs from December 2000 to December 2001 and was President and Chief Executive Officer from December 2001 through March 2006. Ms. Johansen is a director of IDACORP and Idaho Power Company, Kaiser Permanente Foundation Hospitals and Health Plan, Pacific Continental Corp. and Pacific Continental Bank, and Roseburg Forest Products Group. In addition to her experience as a CEO, Ms. Johansen provides expertise in the commodities markets, human resources, executive compensation, government and community relations, change management and environmental issues.
|
56
|
|
|
|
Tamara L. Lundgren 2008
|
President, Chief Executive Officer and a Director of the Company since December 2008. Ms. Lundgren joined the Company in September 2005 as Vice President and Chief Strategy Officer, and held positions of increasing responsibility including President of Shared Services and Executive Vice President - Chief Operating Officer. Prior to joining the Company, Ms. Lundgren was a managing director in investment banking at JPMorgan Chase, which she joined in 2001. From 1996 until 2001, Ms. Lundgren was a managing director of Deutsche Bank AG in New York and London. Prior to joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan & Hartson, LLP in Washington, D.C. Ms. Lundgren is a director of Ryder System, Inc. and the Federal Reserve Bank of San Francisco, Portland Branch.
|
57
|
|
|
Board Committees
|
||||
Director
|
|
Audit
|
|
Compensation
|
|
Nominating &
Corporate Governance
|
David J. Anderson
|
|
l
|
|
|
|
C
|
William A. Furman
|
|
|
|
l
|
|
l
|
Wayland R. Hicks
|
|
|
|
l
|
|
l
|
David L. Jahnke
|
|
l
|
|
|
|
l
|
Judith A. Johansen
|
|
l
|
|
C
|
|
|
William D. Larsson
|
|
C
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(3)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(4)
|
|
All Other
Compensation
($)(5)
|
|
Total
($)
|
||||||
David J. Anderson
|
|
75,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,000
|
|
John D. Carter
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
12,108
|
|
|
27,702
|
|
|
539,810
|
|
William A. Furman
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Wayland R. Hicks
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
David L. Jahnke
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Judith A. Johansen
|
|
80,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
William D. Larsson
|
|
115,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235,000
|
|
Kenneth M. Novack
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
(1)
|
Includes amounts deferred at the election of a director under the Deferred Compensation Plan for Non-Employee Directors, which is described below.
|
(2)
|
Represents the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. These amounts reflect the grant date fair value and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of DSUs valued using the closing market price of the Company’s Class A common stock on the NASDAQ Global Select Market on the grant date. On
January 29, 2014
, the date of the Company’s 2014 Annual Meeting, each director then in office other than Mr. Carter and Ms. Lundgren was automatically granted DSUs for
4,406.904
shares. The grant date fair value of this DSU grant to each director was
$120,000
(or
$27.23
per share) which was equal to the closing market price of the Company’s Class A common stock on the grant date. These DSUs vest on
January 28, 2015
(the day before the
2015
annual meeting), subject to continued Board service. The DSUs become fully vested on the earlier death or disability of a director or a change in control of the Company (as defined in the DSU award agreement). After the DSUs have become vested, directors will be credited with additional whole or fractional shares to reflect dividends that would have been paid on the stock subject to the DSUs. The Company will issue Class A common stock to a director pursuant to vested DSUs in a lump sum in January of the year following the year the director ceases to be a director of the Company, subject to the right of the director to elect an installment payment program under the Company’s Deferred Compensation Plan for Non-Employee Directors.
|
(3)
|
At
August 31, 2014
, Mr. Carter held outstanding vested stock options to purchase
22,020
shares at
$34.46
per share and
92,000
shares at
$25.11
per share which expire in
2015
or one year after termination of his service as a director, if earlier. Also at
August 31, 2014
, other non-employee directors held outstanding vested options to purchase the following number of shares of Class A common stock:
4,500
by Mr. Furman and
25,750
by Mr. Novack.
|
(4)
|
Represents changes in the actuarial present value of accumulated benefits under the Company’s Pension Retirement Plan and the Company’s Supplemental Executive Retirement Bonus Plan. At
August 31, 2014
, the actuarial present value of Mr. Carter’s accumulated benefits under these plans was
$399,781
. During fiscal
2014
, Mr. Carter received distributions of
$26,141
under the Supplemental Executive Retirement Bonus Plan.
|
(5)
|
Includes
$27,702
as a lump sum payment to cover COBRA payments for medical insurance for calendar 2014.
|
Name
|
Title
|
Tamara L. Lundgren
|
President and Chief Executive Officer
|
Richard D. Peach
|
Senior Vice President and Chief Financial Officer
|
Michael Henderson
|
Senior Vice President and President, Metals Recycling Business
|
Thomas D. Klauer
|
Senior Vice President and President, Auto Parts Business
|
Jeffrey Dyck
|
Senior Vice President and President, Steel Manufacturing Business
|
•
|
Promote creation of shareholder value;
|
•
|
Attract and retain qualified high performing executive officers;
|
•
|
Motivate high levels of performance; and
|
•
|
Be competitive in the market for talent.
|
•
|
We link our executive compensation to our performance:
|
◦
|
For the President and Chief Executive Officer (“CEO”), the fiscal 2014 Annual Performance Bonus Program (“APBP”) payout was linked to return on capital employed (“ROCE”), earnings per share (“EPS”), safety performance, productivity improvements, sales volumes of our Metals Recycling Business (“MRB”), and car purchase volumes of our Auto Parts Business (“APB”) .
|
◦
|
For executive officers other than the CEO, the fiscal 2014 Annual Incentive Compensation Plan (“AICP”) payout was linked to EPS, divisional operating income, divisional ROCE, safety performance and productivity improvements.
|
◦
|
50% of the annual equity awards are time-vested restricted stock grants, which are intended to incentivize executives to create shareholder value through stock price appreciation and provide a retention incentive.
|
◦
|
50% of the annual equity awards are performance share awards that vest following the end of the performance period based on Company performance during the period.
|
◦
|
Metrics and targets for incentive plans are based on the Company’s business plan and are approved by the Committee at the beginning of the performance period.
|
•
|
Ownership and retention requirements
|
◦
|
We have adopted stock ownership guidelines to promote long-term alignment of the interests of our shareholders and our officers, as discussed on page 30.
|
◦
|
Once officers achieve compliance, they must also retain at least 50% of shares that vest thereafter for at least three years.
|
•
|
Double-trigger change-in-control agreements
|
◦
|
Our change-in-control agreements are double trigger, i.e., a change in control plus termination of the executive’s employment by the successor Company without cause or by the executive for good reason.
|
◦
|
Since 2008, the Committee has not included excise tax gross-ups in any new or modified change-in-control agreements.
|
•
|
Risk mitigation measures
|
◦
|
We use a mix of annual and long-term incentive awards and overlapping performance periods to drive current performance in light of long-term objectives.
|
◦
|
The complementary and diverse performance metrics across our plans are designed to drive balanced decision-making.
|
•
|
Minimal perquisites
|
◦
|
Perquisites totaled less than $20,000 in fiscal 2014 for the CEO and each other named executive officer.
|
•
|
Independent compensation consultant
|
◦
|
The Committee directly retains Pearl Meyer & Partners as its compensation consultant. Pearl Meyer & Partners does not provide any other services to the Company.
|
•
|
Peer Group appropriateness
|
◦
|
Our benchmarking peer group includes 21 companies that the Committee believes reflect the appropriate industry, size, geographic scope, and market dynamics.
|
◦
|
We are positioned at the 52
nd
percentile of revenue and the 22
nd
percentile of market capitalization within the peer group.
|
•
|
Due to the Company’s fiscal year 2014 financial performance in MRB and APB, the financial metrics components of our annual incentive plans paid out below target for the named executive officers other than Mr. Dyck. SMB’s strong fiscal 2014 performance resulted in an above-target payout for Mr. Dyck.
|
•
|
Shares vested under the fiscal 2013-2014 performance share awards were below target, also reflecting the Company’s below-target financial performance.
|
•
|
Developing and making recommendations to the Board with respect to our compensation policies and programs;
|
•
|
Determining the levels of all compensation to be paid to our CEO and other executive officers (including annual base salary and incentive compensation, equity incentives and benefit plans); and
|
•
|
Granting stock options, performance shares, restricted stock units (“RSUs”), and other awards under and administering our 1993 Amended and Restated Stock Incentive Plan (“SIP”).
|
•
|
Attended Committee meetings by telephone as requested by the Committee;
|
•
|
Provided input on and participated in discussions related to CEO annual and long-term incentive plan goal design and executive officer annual and long-term incentive plan design for fiscal 2014.
|
•
|
Peer group companies' long term incentive plan share limits; and
|
•
|
Executive officer and CEO pay data.
|
Peer Group
|
|
A.M. Castle & Co.
|
Kaiser Aluminum Corp.
|
A.K. Steel Holding Corp.
|
Materion Corp.
|
Allegheny Technologies Inc.
|
Noranda Aluminum Holding Corp.
|
Alpha Natural Resources, Inc.
|
Olympic Steel Inc.
|
Arch Coal Inc.
|
Reliance Steel & Aluminum Co.
|
Carpenter Technology Corp.
|
Sims Metal Management Ltd.
|
Century Aluminum Co.
|
Steel Dynamics Inc.
|
Cliffs Natural Resources Inc.
|
SunCoke Energy Inc.
|
Cloud Peak Energy Inc.
|
Walter Energy, Inc.
|
Commercial Metals Co.
|
Worthington Industries, Inc.
|
Compass Minerals International Inc.
|
|
|
Program
|
|
Purpose
|
|
Relevant Performance Metrics
|
Annual
|
Base Salary
|
|
To provide a competitive foundation and fixed rate of pay for the position and associated level of responsibility
|
|
Not Applicable
|
Annual Performance Bonus Program (APBP) for CEO
|
|
To drive CEO achievement of operating, financial, and management goals
|
|
Earnings Per Share (EPS)
Return on Capital Employed (ROCE) of MRB and APB
Safety performance (LTIR, TCIR, DART)
Productivity improvements
MRB sales volumes and APB cars purchased volume
|
|
Annual Incentive Compensation Plan for other executive officers (AICP)
|
|
To drive achievement of annual operating, financial, and management goals
|
|
Divisional Operating Income
Divisional ROCE
EPS
Safety performance (LTIR, TCIR, DART)
Productivity improvements
|
|
Long-Term
|
Stock Options
|
|
To focus executives on long-term shareholder value creation
|
|
Absolute share price appreciation
|
Restricted Stock Units
|
|
To focus executives on long-term shareholder value creation and promote retention
|
|
Absolute share price appreciation
|
|
Performance Share Awards
|
|
To focus executives on achievement of financial goals and long-term shareholder value creation
|
|
For grants in fiscal 2014
- Ferrous and Nonferrous Volumes
- Car Purchase Volumes
- MRB Operating Income per Ton
- APB Operating Margin
- SMB Volume & Operating Income per Ton
|
Chief Executive Officer -- Total Direct Compensation - Fiscal 2014
|
Named Executive Officers other than CEO -- Total Direct Compensation - Fiscal 2014
|
Compensation Component
|
|
Period Earned
|
|
Amount Realized
|
|
Performance Results
|
||
Base Salary
|
|
FY14
|
|
$
|
1,000,000
|
|
|
The CEO’s base salary was unchanged in fiscal 2014.
|
Annual Incentive
|
|
FY14
|
|
1,740,000
|
|
|
Represents a payout equal to 116% of target, reflecting both the Company’s fiscal 2014 financial performance and the level of achievement of the management objectives component of the CEO's bonus program.
|
|
Performance-Based Stock Vested
|
|
FY13-FY14
|
|
658,882
|
|
|
Represents the vesting of LTIP performance shares awarded in fiscal 2012. EPS and ROCE performance in fiscal 2013 did not reach threshold levels. Therefore, one-half of the award had a payout factor of zero. The amount reflects the average of the payout factors over the two-year performance period which ended on August 31, 2014.
|
|
Time-Based Restricted Stock Units Vested
|
|
FY14
|
|
783,634
|
|
|
Represents the vesting of 20% of each of the time-based RSU awards granted in fiscal 2009, 2010, 2011, 2012 and 2013. The Company uses restricted stock units to retain top talent and further align the interests of management with those of shareholders. The grants generally vest 20% per year over five years.
|
|
Change in Pension Value
|
|
FY14
|
|
158,218
|
|
|
See “Summary Compensation Table”.
|
|
All Other Compensation
|
|
FY14
|
|
30,192
|
|
|
See “Summary Compensation Table”.
|
|
Total
|
|
|
|
$
|
4,370,926
|
|
|
|
Performance Goal
|
|
Weighting for
Mr. Peach
|
|
Weighting for
Mr. Henderson
|
|
Weighting for
Mr. Klauer
|
|
Weighting for
Mr. Dyck
|
Adjusted EPS
|
|
30%
|
|
20%
|
|
20%
|
|
20%
|
MRB Operating Income
|
|
|
|
25%
|
|
15%
|
|
|
APB Operating Income
|
|
|
|
15%
|
|
25%
|
|
|
SMB Operating Income
|
|
|
|
|
|
|
|
40%
|
Weighted Average Operating Income
|
|
35%
|
|
|
|
|
|
|
MRB ROCE
|
|
|
|
25%
|
|
15%
|
|
|
APB ROCE
|
|
|
|
15%
|
|
25%
|
|
|
SMB ROCE
|
|
|
|
|
|
|
|
40%
|
Weighted Average ROCE
|
|
35%
|
|
|
|
|
|
|
Safety Metric
|
|
85% Safety Modifier
|
|
100% Safety Modifier
|
|
115% Safety Modifier
|
MRB:
|
|
|
|
|
|
|
TCIR
|
|
4.77
|
|
4.29
|
|
4.05
|
LTIR
|
|
2.16
|
|
1.84
|
|
1.73
|
DART
|
|
3.24
|
|
2.92
|
|
2.75
|
APB:
|
|
|
|
|
|
|
TCIR
|
|
5.08
|
|
4.57
|
|
4.32
|
LTIR
|
|
0.72
|
|
0.65
|
|
0.61
|
DART
|
|
3.58
|
|
3.22
|
|
3.04
|
SMB:
|
|
|
|
|
|
|
TCIR
|
|
10.16
|
|
8.64
|
|
8.13
|
LTIR
|
|
3.98
|
|
3.38
|
|
3.18
|
DART
|
|
6.18
|
|
5.25
|
|
4.94
|
Corporate Shared Services (SSI Total)
|
|
|
|
|
|
|
TCIR
|
|
5.35
|
|
4.82
|
|
4.55
|
LTIR
|
|
1.82
|
|
1.64
|
|
1.55
|
DART
|
|
3.61
|
|
3.25
|
|
3.07
|
Named Executive Officer
|
|
Safety Metric Modifier
|
|
Richard D. Peach
|
|
1.13
|
|
Michael Henderson
|
|
1.15
|
|
Thomas D. Klauer
|
|
0.97
|
|
Jeffrey Dyck
|
|
1.15
|
|
|
|
Performance Goals
|
|
|
|
|
||||||||||
Metric
(1)
|
|
0.25x
|
|
0.50x
|
|
0.75x
|
|
1.00x
|
|
1.25x
|
|
2.00x
|
|
Results
|
|
Payout Multiple
|
Adjusted EPS
|
|
$0.14
|
|
$0.28
|
|
$0.50
|
|
$1.00
|
|
$1.23
|
|
$1.37
|
|
$0.45
|
|
0.70
|
MRB adjusted operating income
|
|
$22.5
|
|
$27.2
|
|
$34.6
|
|
$51.0
|
|
$56.1
|
|
$61.2
|
|
$30.1
|
|
0.60
|
APB adjusted operating income
|
|
$24.5
|
|
$27.7
|
|
$30.4
|
|
$36.0
|
|
$41.6
|
|
$44.3
|
|
$22.2
|
|
—
|
SMB adjusted operating income
|
|
$7.2
|
|
$7.7
|
|
$8.5
|
|
$9.4
|
|
$10.6
|
|
$12.5
|
|
$18.5
|
|
2.00
|
Weighted average adjusted payout multiple
|
|
0.72
|
Named Executive Officer
|
|
Weighted Financial Goals Payout Multiple
|
|
Safety Metrics Modifier
|
|
Overall Multiple
|
|
Payout
|
||
Richard D. Peach
|
|
0.68
|
|
113%
|
|
0.77
|
|
$
|
369,600
|
|
Michael Henderson
|
|
0.44
|
|
115%
|
|
0.51
|
|
$
|
191,581
|
|
Thomas D. Klauer
|
|
0.32
|
|
97%
|
|
0.31
|
|
$
|
110,825
|
|
Jeffrey Dyck
|
|
1.74
|
|
115%
|
|
2.00
|
|
$
|
412,000
|
|
•
|
Reductions in operating expenses resulting from reduced organizational layers and consolidating positions, productivity improvements, non-trade procurement savings, internal synergies and other operating efficiencies pursuant to the initiatives announced by the Company in its October 29, 2013 earnings release, with the amount of productivity improvements in this area for purposes of the PIBP being the same amount as publicly reported by the Company following completion of fiscal 2014.
|
•
|
Increases in operating income in fiscal 2014 over fiscal 2013 of certain MRB operations as reported in the Company’s internal financial reports.
|
Productivity Improvements
|
|
Payout as a Multiple of Participant's PIBP Target Bonus
|
$57 million
|
|
1.50X
|
$38 million
|
|
1.00X
|
$32 million
|
|
0.80X
|
Named Executive Officer
|
|
PIPB Payout
|
||
Richard D. Peach
|
|
$
|
88,320
|
|
Michael Henderson
|
|
$
|
69,000
|
|
Thomas D. Klauer
|
|
$
|
65,780
|
|
Jeffrey Dyck
|
|
$
|
37,904
|
|
FY14 Target Payout Metrics
|
||||||||||||||||
|
|
Ferrous Sales Volumes
(Tons)
|
|
Nonferrous Sales Volumes
(lbs)
|
|
Car Purchase Volumes
|
|
MRB Operating Income per Ton
|
|
APB Operating Margin
|
|
SMB Sales Volumes (Finished Steel,
in Tons)
|
|
SMB Operating Income per Ton
|
|
FY14 Payout Factor
|
|
|
4,306
|
|
520
|
|
365
|
|
$6.33
|
|
8.2%
|
|
488
|
|
$15.78
|
|
0.5x
|
|
|
4,371
|
|
528
|
|
369
|
|
$8.05
|
|
9.0%
|
|
495
|
|
$17.42
|
|
0.75x
|
|
|
4,435
|
|
536
|
|
374
|
|
$11.86
|
|
10.6%
|
|
503
|
|
$19.26
|
|
1.0x
|
|
|
4,500
|
|
543
|
|
379
|
|
$13.03
|
|
12.3%
|
|
510
|
|
$21.72
|
|
1.25x
|
more than
|
|
4,694
|
|
567
|
|
390
|
|
$14.21
|
|
13.1%
|
|
517
|
|
$25.61
|
|
2.0x
|
FY15 Target Payout Metrics
|
||||||||||||||||
|
|
Ferrous Sales Volumes (Tons)
|
|
Nonferrous Sales Volumes (lbs)
|
|
Car Purchase Volumes
|
|
MRB Operating Income per Ton
|
|
APB Operating Margin
|
|
SMB Sales Volumes (Finished Steel, in Tons)
|
|
SMB Operating Income per Ton
|
|
FY15 Payout Factor
|
|
|
4,521
|
|
546
|
|
383
|
|
$6.64
|
|
8.6%
|
|
503
|
|
$16.57
|
|
0.5x
|
|
|
4,629
|
|
559
|
|
391
|
|
$8.65
|
|
10.2%
|
|
510
|
|
$18.72
|
|
0.75x
|
|
|
4,737
|
|
572
|
|
399
|
|
$13.05
|
|
13.4%
|
|
517
|
|
$21.19
|
|
1.0x
|
|
|
4,833
|
|
584
|
|
409
|
|
$14.66
|
|
16.8%
|
|
532
|
|
$24.44
|
|
1.25x
|
more than
|
|
5,124
|
|
619
|
|
425
|
|
$16.34
|
|
18.4%
|
|
547
|
|
$29.46
|
|
2.0x
|
FY14 Actual Results
|
||||||||||||||
|
|
Ferrous Sales Volumes (Tons)
|
|
Nonferrous Volumes (lbs)
|
|
Car Purchase Volumes
|
|
MRB Operating Income per Ton
|
|
APB Operating Margin
|
|
SMB Sales Volumes (Finished Steel, in Tons)
|
|
SMB Operating Income per Ton
|
Results
|
|
4,122
|
|
555
|
|
380
|
|
$7.3
|
|
6.8%
|
|
533
|
|
$34.75
|
Weighted Percentage
|
|
—
|
|
27%
|
|
22%
|
|
16%
|
|
—
|
|
100%
|
|
100%
|
•
|
Reviewed and discussed the above section titled “Compensation Discussion and Analysis” with management; and
|
•
|
Based on the review and discussion above, recommended to the Board that the “Compensation Discussion and Analysis” section be included in this proxy statement.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option Awards ($)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
|
|
All Other
Compensation
($)(5)
|
|
Total
($)
|
||||||||
Tamara L. Lundgren
|
|
2014
|
|
1,000,000
|
|
|
—
|
|
|
3,499,992
|
|
|
—
|
|
|
1,740,000
|
|
|
158,218
|
|
|
30,192
|
|
|
6,428,402
|
|
President and Chief
Executive Officer
|
|
2013
|
|
1,000,000
|
|
|
—
|
|
|
2,999,966
|
|
|
—
|
|
|
615,000
|
|
|
73,057
|
|
|
29,415
|
|
|
4,717,438
|
|
2012
|
|
1,000,000
|
|
|
75,000
|
|
|
2,816,650
|
|
|
433,275
|
|
|
960,000
|
|
|
275,069
|
|
|
34,492
|
|
|
5,594,486
|
|
||
Richard D. Peach
|
|
2014
|
|
600,000
|
|
|
—
|
|
|
959,942
|
|
|
—
|
|
|
457,920
|
|
|
—
|
|
|
24,733
|
|
|
2,042,595
|
|
Senior Vice President and
Chief Financial Officer
|
|
2013
|
|
571,154
|
|
|
41,123
|
|
|
1,014,338
|
|
|
—
|
|
|
77,677
|
|
|
—
|
|
|
23,352
|
|
|
1,727,644
|
|
2012
|
|
570,000
|
|
|
—
|
|
|
663,335
|
|
|
328,311
|
|
|
127,680
|
|
|
—
|
|
|
39,566
|
|
|
1,728,892
|
|
||
Michael Henderson
|
|
2014
|
|
500,865
|
|
|
100,000
|
|
|
624,992
|
|
|
—
|
|
|
260,581
|
|
|
—
|
|
|
27,459
|
|
|
1,513,897
|
|
Senior Vice President and President,
Metals Recycling Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Thomas D. Klauer
|
|
2014
|
|
550,000
|
|
|
—
|
|
|
824,972
|
|
|
—
|
|
|
176,605
|
|
|
—
|
|
|
33,934
|
|
|
1,585,511
|
|
Senior Vice President and President,
Auto Parts Business
|
|
2013
|
|
476,154
|
|
|
45,475
|
|
|
712,491
|
|
|
—
|
|
|
37,140
|
|
|
—
|
|
|
30,292
|
|
|
1,301,552
|
|
2012
|
|
470,000
|
|
|
—
|
|
|
494,414
|
|
|
183,299
|
|
|
122,200
|
|
|
—
|
|
|
41,434
|
|
|
1,311,347
|
|
||
Jeffrey Dyck
|
|
2014
|
|
412,000
|
|
|
—
|
|
|
411,998
|
|
|
—
|
|
|
449,904
|
|
|
—
|
|
|
23,799
|
|
|
1,297,701
|
|
Senior Vice President and President,
Steel Manufacturing Business
|
|
2013
|
|
400,462
|
|
|
12,014
|
|
|
349,959
|
|
|
—
|
|
|
356,411
|
|
|
—
|
|
|
20,060
|
|
|
1,138,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amount for Ms. Lundgren represents the portion of the
$900,000
sign on bonus to defray costs associated with arranging housing in Portland received under her amended employment agreement that vested in fiscal year 2012. Amounts for fiscal 2013 reflect the portion of bonuses paid under the Company’s AICP in fiscal 2013 resulting from discretion exercised by the Compensation Committee following completion of the fiscal year. Amount for Mr. Henderson is a discretionary bonus. See “Compensation Discussion and Analysis - Annual Incentive Programs.”
|
(2)
|
Represents the aggregate grant date fair value of stock awards granted during each of the years computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. These amounts reflect the grant date fair value and may not correspond to the actual value that will be realized by the named executive officers. Stock awards consist of RSUs and LTIP performance shares, in each case valued using the closing market price of the Company’s Class A common stock on the NASDAQ Global Select Market on the grant date. For LTIP performance shares, the grant date fair value is calculated based on the target number of shares which, as of the grant date, was the estimated number of shares to be issued. If the maximum number of shares issuable under LTIP performance share awards had been used in this calculation in lieu of the target number of shares, the amounts in the table for fiscal
2014
would have been
$5,249,987
for Ms. Lundgren,
$1,439,913
for Mr. Peach,
$937,488
for Mr. Henderson,
$1,237,458
for Mr. Klauer and
$617,996
for Mr. Dyck.
|
(3)
|
Non-Equity Incentive Plan Compensation in fiscal
2014
consists of amounts paid under the AICP or the annual bonus program under Ms. Lundgren’s employment agreement based on the achievement of performance goals, in the following amounts: Ms. Lundgren,
$1,740,000
; Mr. Peach,
$369,600
; Mr. Henderson,
$191,581
; Mr. Klauer,
$110,825
; and Mr. Dyck,
$412,000
. Additionally, fiscal 2014 includes following amounts paid under the PIBP: Mr. Peach,
$88,320
; Mr. Henderson,
$69,000
; Mr. Klauer,
$65,780
; and Mr. Dyck,
$37,904
. See “Compensation Discussion and Analysis – Annual Incentive Programs.”
|
(4)
|
Represents changes in the actuarial present value of accumulated benefits under the Pension Retirement Plan and the SERBP for each of the years presented using the same pension plan measurement date used for financial statement reporting purposes.
|
(5)
|
Includes for fiscal
2014
Company matching contributions to the account of each named executive officer under the 401(k) Plan in the following amounts: Ms. Lundgren, Mr. Peach, Mr. Klauer and Mr. Dyck,
$10,400
; and Mr. Henderson,
$10,156
. Includes for fiscal
2014
amounts paid for out-of-pocket medical expenses under the supplemental executive medical benefits plan in the following amounts: Ms. Lundgren,
$4,856
. Includes for fiscal
2014
premiums paid for life, disability and other insurance in the following amounts: Ms. Lundgren,
$5,244
; Mr. Peach and Mr. Henderson,
$3,264
; Mr. Klauer,
$3,462
; and
|
Name
|
|
Grant
Date
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards(1)
|
|
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(3)
|
|
Grant
Date
Fair
Value
of Stock
Awards ($)(4)
|
||||||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||
Tamara L. Lundgren
|
|
11/21/2013
|
|
|
|
|
|
|
|
28,642
|
|
|
57,283
|
|
|
114,566
|
|
|
|
|
1,749,996
|
|
||||
11/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,283
|
|
|
1,749,996
|
|
||||||||
|
|
—
|
|
|
1,500,000
|
|
|
4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Richard D. Peach
|
|
11/21/2013
|
|
|
|
|
|
|
|
7,856
|
|
|
15,711
|
|
|
31,422
|
|
|
|
|
479,971
|
|
||||
11/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,711
|
|
|
479,971
|
|
||||||||
|
|
102,000
|
|
|
480,000
|
|
|
1,104,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michael Henderson
|
|
11/21/2013
|
|
|
|
|
|
|
|
5,115
|
|
|
10,229
|
|
|
20,458
|
|
|
|
|
312,496
|
|
||||
11/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,229
|
|
|
312,496
|
|
||||||||
|
|
79,825
|
|
|
375,649
|
|
|
863,993
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas D. Klauer
|
|
11/21/2013
|
|
|
|
|
|
|
|
6,751
|
|
|
13,502
|
|
|
27,004
|
|
|
|
|
412,486
|
|
||||
11/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,502
|
|
|
412,486
|
|
||||||||
|
|
75,969
|
|
|
357,500
|
|
|
822,250
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeffrey Dyck
|
|
11/21/2013
|
|
|
|
|
|
|
|
3,372
|
|
|
6,743
|
|
|
13,486
|
|
|
|
|
205,999
|
|
||||
11/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,743
|
|
|
205,999
|
|
||||||||
|
|
43,775
|
|
|
206,000
|
|
|
473,800
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All amounts reported in these columns represent the potential bonuses payable for performance in fiscal
2014
under the Company’s AICP or the annual bonus program under Ms. Lundgren’s employment agreement. The Committee annually approves target bonus levels as a percentage of either base salary as of the end of the fiscal year (for Ms. Lundgren) or base salary actually paid during the fiscal year (for other officers). The total target bonus percentages for the named executive officers were: Ms. Lundgren,
150%
; Mr. Peach,
80%
; Mr. Henderson,
75%
; Mr. Klauer,
65%
; and Mr. Dyck,
50%
. For Messrs. Peach, Henderson, Klauer and Dyck, the Committee retained discretion to pay bonuses below the stated threshold and above the stated maximum amounts. See “Compensation Discussion and Analysis – Annual Incentive Programs.” Bonus amounts earned based on fiscal
2014
performance are included under the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table.”
|
(2)
|
Amounts reported in these columns for named executive officers represent LTIP performance share awards granted in fiscal
2014
and are based on performance during fiscal years 2014 and 2015. See “Compensation Discussion and Analysis – Long Term Incentive Program.”
|
(3)
|
Represents RSUs granted under the Company’s SIP. RSUs generally vest ratably over
five
years, subject to continued employment. Vesting may be accelerated in certain circumstances, as described under “Potential Payments Upon Termination or Change in Control.”
|
(4)
|
Represents the aggregate grant date fair value of RSUs and LTIP performance share awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the RSUs is equal to the value of the underlying restricted shares based on the closing market price of the Company’s Class A common stock on the grant date. The grant date fair value of the LTIP performance share awards is calculated by multiplying the target number of shares issuable under the award by the closing market price of the Company’s Class A common stock on the grant date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options - Exercisable (#)(1) |
|
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 (#)(2)
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(3) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(3) |
||||||||
Tamara L. Lundgren
|
|
10,000
|
|
|
—
|
|
|
30.19
|
|
|
10/19/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10,276
|
|
|
—
|
|
|
34.46
|
|
|
11/29/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
4,884
|
|
|
—
|
|
|
30.71
|
|
|
1/11/2016
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
150,000
|
|
|
—
|
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,688
|
|
(4)
|
|
157,501
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,272
|
|
(5)
|
|
312,122
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,272
|
|
(5)
|
|
312,122
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,763
|
|
(6)
|
|
76,507
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,508
|
|
(7)
|
|
817,077
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,283
|
|
(8)
|
|
1,586,166
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,978
|
|
(9)
|
|
774,711
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,725
|
|
(10)
|
|
823,085
|
|
|
55,411
|
|
(12)
|
|
1,534,331
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,871
|
|
(11)
|
|
660,988
|
|
|
57,283
|
|
(13)
|
|
1,586,166
|
|
Richard D. Peach
|
|
49,092
|
|
|
—
|
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
(4)
|
|
31,511
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,142
|
|
(5)
|
|
59,312
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,142
|
|
(5)
|
|
59,312
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,512
|
|
(7)
|
|
291,077
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,711
|
|
(8)
|
|
435,038
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,973
|
|
(9)
|
|
220,772
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,511
|
|
(10)
|
|
263,360
|
|
|
17,731
|
|
(12)
|
|
490,971
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,547
|
|
(11)
|
|
181,286
|
|
|
15,711
|
|
(13)
|
|
435,038
|
|
Michael Henderson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,197
|
|
(7)
|
|
88,525
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,229
|
|
(8)
|
|
283,241
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,030
|
|
(8)
|
|
83,901
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,954
|
|
(10)
|
|
137,176
|
|
|
9,235
|
|
(12)
|
|
255,717
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,308
|
|
(11)
|
|
91,599
|
|
|
10,229
|
|
(13)
|
|
283,241
|
|
Thomas D. Klauer
|
|
2,936
|
|
|
—
|
|
|
34.46
|
|
|
11/29/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
6,046
|
|
|
—
|
|
|
34.73
|
|
|
7/25/2016
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
32,890
|
|
|
—
|
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
948
|
|
(4)
|
|
26,250
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,766
|
|
(5)
|
|
48,901
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,766
|
|
(5)
|
|
48,901
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,902
|
|
(7)
|
|
163,426
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,502
|
|
(8)
|
|
373,870
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,595
|
|
(9)
|
|
154,926
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,174
|
|
(10)
|
|
226,338
|
|
|
15,238
|
|
(12)
|
|
421,940
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,367
|
|
(11)
|
|
120,922
|
|
|
13,502
|
|
(13)
|
|
373,870
|
|
(1)
|
Options to purchase Class A common stock granted prior to fiscal 2012 generally became exercisable for
20%
of the shares on
June 1
following the grant date and on
June 1
of each of the next four years thereafter, becoming fully exercisable on the fifth June 1 following the grant date, subject to continued employment, and accelerated vesting under certain circumstances. Options granted during fiscal 2012 became exercisable for 100% of the shares on the second anniversary of the grant date. All options are fully vested.
|
(2)
|
RSUs granted before fiscal 2014 generally vest for 20% of the shares on June 1 following the grant date and on June 1 of each of the next four years thereafter, becoming fully vested on the fifth June 1 following the grant date, subject to continued employment and accelerated vesting under certain circumstances. RSUs granted during fiscal 2014 and after generally vest for 20% of the shares on October 31 following the grant date and on October 31 of the next four year thereafter, becoming fully vested on the fifth October 31 following the grant date, subject to continued employment and accelerated vesting under certain circumstances.
|
(3)
|
Market values of all shares are based on the closing price of the Class A common stock on the last trading day of fiscal
2014
.
|
(4)
|
This RSU will be fully vested on
June 1, 2015
.
|
(5)
|
This RSU vests as to 50% of the shares on
June 1
each year in
2015
and
2016
.
|
(6)
|
This RSU will vest fully on August 28, 2017.
|
(7)
|
This RSU vests as to 33.3% of the shares on
June 1
each year in
2015
,
2016
and
2017
.
|
(8)
|
This RSU vests as to 20% of the shares on
October 31
each year in
2014
,
2015
,
2016
,
2017
and
2018
.
|
(9)
|
Reflects LTIP shares that were subject to performance over the performance period of fiscal 2013-2014. The number of shares issuable was based on performance during this period, and vesting of these shares was also subject to continued employment, or a qualified termination of employment, on October 31, 2014.
|
(10)
|
One-half of the target shares subject to LTIP performance share awards granted in fiscal 2013 were subject to performance during fiscal 2014, with the other one-half of the target shares subject to performance in fiscal 2015. The amount in the table for each named executive officer is the number of shares that are issuable under these awards based on performance during fiscal 2014, with vesting of these shares subject to continued employment until October 31, 2015.
|
(11)
|
One-half of the target shares subject to LTIP performance share awards granted in fiscal 2014 were subject to performance during fiscal 2014, with the other one-half of the target shares subject to performance in fiscal 2015. The amount in the table for each named executive officer is the number of shares that are issuable under these awards based on performance during fiscal 2014, with vesting of these shares subject to continued employment until October 31, 2015.
|
(12)
|
Reflects the portion of the LTIP performance share awards that were granted in fiscal 2013 that will vest subject to and based on performance during fiscal 2015. Share amounts are based on the number of shares that would be issued at the 2x maximum level of performance.
|
(13)
|
Reflects the LTIP performance share awards that were granted in fiscal 2014 that will vest subject to and based on performance during fiscal 2015. Share amounts are based on the number of shares that would be issued at the 2x maximum level of performance.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares
Acquired
on Exercise
(#)
|
|
Value Realized
on Exercise
($)
|
|
Number of
Shares
Acquired
on Vesting
(#)
|
|
Value Realized
on Vesting
($)(1)
|
||||
Tamara L. Lundgren
|
|
—
|
|
|
—
|
|
|
46,945
|
|
|
1,233,725
|
|
Richard D. Peach
|
|
—
|
|
|
—
|
|
|
10,774
|
|
|
281,256
|
|
Michael Henderson
|
|
—
|
|
|
—
|
|
|
1,065
|
|
|
26,540
|
|
Thomas D. Klauer
|
|
—
|
|
|
—
|
|
|
7,868
|
|
|
206,515
|
|
Jeffrey Dyck
|
|
—
|
|
|
—
|
|
|
5,847
|
|
|
154,236
|
|
(1)
|
The value realized on vesting is based on the closing price of the Class A Common stock on the vesting date.
|
Name
|
|
Age
|
|
Plan Name
|
|
Number of Years of
Credited Service
|
|
Present Value of
Accumulated Benefit
($)(1)
|
|
Payments During
Last Fiscal Year
($)
|
||||
Tamara L. Lundgren
|
|
57
|
|
|
Pension Retirement Plan
|
|
9
|
|
|
44,709
|
|
|
—
|
|
|
|
|
|
Suppl. Exec. Retirement Bonus Plan
|
|
8.92
|
|
|
696,283
|
|
|
—
|
|
|
Richard D. Peach
|
|
51
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael Henderson
|
|
55
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas D. Klauer
|
|
60
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
Jeffrey Dyck
|
|
51
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The Pension Retirement Plan Present Value of Accumulated Benefit in the above table represents the actuarial present value as of
August 31, 2014
of each named executive officer’s frozen pension benefit, assuming commencement of benefit payments at age 65. Benefit accruals under that plan ceased when the plan was frozen on June 30, 2006, but years of service are still relevant for purposes of satisfying the five-year vesting requirement. The SERBP Present Value of Accumulated Benefit in the table above represents the actuarial present value as of
August 31, 2014
of Ms. Lundgren’s pension benefit calculated based on years of credited service and the maximum SERBP benefit level as of that date and assuming commencement of benefit payments at age 60. Actuarial present values were calculated using a discount rate of
4.05%
with respect to the Pension Retirement Plan and
3.71%
with respect to the SERBP, and the mortality table set forth in IRS Revenue Ruling 2007-67 for both plans, the same assumptions used in the pension benefit calculations reflected in the Company’s audited consolidated balance sheet for the year ended
August 31, 2014
. See “Compensation Discussion and Analysis – Elements of Compensation – Executive Benefits – Retirement Plans.”
|
•
|
the acquisition by any person of 20 percent or more of the Company’s outstanding Class A common stock;
|
•
|
the nomination (and subsequent election) of a majority of the Company’s directors by persons other than the incumbent directors; or
|
•
|
the consummation of a sale of all or substantially all of the Company’s assets or an acquisition of the Company through a merger or share exchange.
|
Name
|
|
Cash
Severance
Benefit
($)(1)
|
|
Insurance
Continuation
($)(2)
|
|
Stock Option
Acceleration and Extension
($)(3)
|
|
Restricted
Stock Unit
Acceleration
($)(4)
|
|
LTIP
Performance
Share
Acceleration
($)(5)
|
|
Tax
Gross-up
Payment
($)(6)
|
|
Total
($)
|
|||||||
Tamara L. Lundgren
|
|
7,500,000
|
|
|
51,856
|
|
|
—
|
|
|
3,261,495
|
|
|
3,951,141
|
|
|
—
|
|
|
14,764,492
|
|
Richard D. Peach
|
|
1,620,000
|
|
|
34,073
|
|
|
58,910
|
|
|
876,250
|
|
|
1,164,669
|
|
|
—
|
|
|
3,753,902
|
|
Michael Henderson
|
|
1,312,500
|
|
|
27,471
|
|
|
—
|
|
|
371,766
|
|
|
632,163
|
|
|
—
|
|
|
2,343,900
|
|
Thomas D. Klauer
|
|
1,361,250
|
|
|
27,542
|
|
|
43,942
|
|
|
661,348
|
|
|
966,104
|
|
|
—
|
|
|
3,060,186
|
|
Jeffrey Dyck
|
|
1,051,164
|
|
|
34,147
|
|
|
26,043
|
|
|
368,693
|
|
|
555,904
|
|
|
—
|
|
|
2,035,951
|
|
(1)
|
Cash Severance Benefit.
The change-in-control agreements provide for cash severance equal to a multiple (three for Ms. Lundgren, and one and one-half for Messrs. Peach, Henderson, Klauer and Dyck) times the sum of (a) the officer’s base salary plus (b) the greater of (1) the average of the officer’s last three annual bonuses, except that for Ms. Lundgren the amount taken into account for any such bonus shall not exceed three times the target bonus for such year, or (2) the most recently established target bonus. The change-in-control agreements also provide for a payment of all or a portion of the annual bonus for the year in which termination occurs. The table above does not include a bonus payment for fiscal
2014
because bonuses earned for fiscal
2014
are included in the Summary Compensation Table and no additional amount would have been earned in fiscal
2014
if the officer had terminated employment as of
August 31, 2014
.
|
(2)
|
Insurance Continuation.
If cash severance benefits are triggered, the change-in-control agreements also provide for continuation of Company paid life, accident and medical insurance benefits for up to 36 months following termination of employment for Ms. Lundgren, and up to 18 months for Messrs. Peach, Henderson, Klauer and Dyck, except to the extent similar benefits are provided by a subsequent employer. The amounts in the table above represent 36 or 18 months, as applicable, of life, accident and medical insurance benefit payments at the rates paid by the Company for each of these officers as of
August 31, 2014
.
|
(3)
|
Stock Option Acceleration and Extension.
All outstanding unexercisable options for all named executive officers will immediately become exercisable on a change in control of the Company, whether or not the officer’s employment is terminated in connection with the change in control. If cash severance benefits are triggered, all options held by Messrs. Peach, Klauer and Dyck will remain outstanding for their full term. Information regarding outstanding options held by the named executive officers is set forth in the “Outstanding Equity Awards” table. The amounts in the table above represent the sum of (a) the positive spread, if any, between
$27.69
(the closing market price of the Company’s Class A Common Stock on
August 29, 2014
, the last trading day of fiscal
2014
) and the exercise price for each outstanding unexercisable option held by the applicable officer on
August 31, 2014
, and (b) the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to the full remaining term, with the option values for 90-day and full remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(4)
|
RSU Acceleration.
All RSUs for all named executive officers will immediately vest on a change in control of the Company, whether or not the officer’s employment is terminated in connection with the change in control. Information regarding unvested RSUs held by the named executive officers is set forth in the “Outstanding Equity Awards” table. The amounts in the table above represent the number of shares subject to unvested RSUs multiplied by a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
(5)
|
LTIP Performance Share Acceleration.
Under the terms of the standard LTIP performance share award agreements, upon a Company sale, a named executive officer would receive a payout in an amount equal to the greater of (a) 100% of the target share amount or (b) the payout calculated as if the performance period had ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company sale, taking into account provisions in the award agreements for calculating performance for a shorter performance period and a partial year. The accelerated payouts would occur whether or not the officer’s employment was terminated in connection with the Company sale. The amounts in the table above represent the value of outstanding LTIP performance share awards that would vest and be paid out pursuant to the terms of the award agreements on a Company sale based on a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
(6)
|
Tax Gross-up Payment.
If any payments to a named executive officer other than Mr. Henderson in connection with a change in control are subject to the 20% excise tax on “excess parachute payments” as defined in Section 280G of the Code, the Company is required under the change-in-control agreements to make a tax gross-up payment to the officer sufficient so that officer will receive benefits as if no excise tax were payable. However, for Mr. Peach, Mr. Dyck and Mr. Klauer there is a cut back provision that provides that if the “parachute value” is less than 110% of the Safe Harbor amount (as such terms are defined in the change of control agreement), no additional payment is required and the amounts payable to the named executive officer will be reduced to 2.99 times such officer’s “base amount.” Mr. Henderson’s change in control agreement does not provide for any tax gross-up payment, but does provide that if any payments to his would be “excess parachute payments” his benefits will be cut back to 2.99 times his “base amount” if it would result in a greater net after-tax benefit for him.
|
Name
|
|
Cash
Severance
Benefit
($)(1)
|
|
Insurance
Continuation
($)(2)
|
|
Stock Option Acceleration ($)(3)
|
|
Restricted
Stock Unit
Acceleration
($)(4)
|
|
LTIP
Performances
Share
Acceleration
($)(5)
|
|
Total
($)
|
||||||
Tamara L. Lundgren
|
|
7,500,000
|
|
|
34,571
|
|
|
—
|
|
|
3,261,495
|
|
|
2,117,537
|
|
|
12,913,603
|
|
Richard D. Peach
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621,890
|
|
|
621,890
|
|
Michael Henderson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582,155
|
|
|
582,155
|
|
Thomas D. Klauer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486,236
|
|
|
486,236
|
|
Jeffry Dyck
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
548,927
|
|
|
548,927
|
|
(1)
|
Cash Severance Benefit.
Ms. Lundgren has entered into an employment agreement providing for, among other things, cash severance benefits if her employment is terminated by the Company without “cause” or by her for “good reason” in circumstances not involving a change in control. “Cause” and “good reason” generally have the same meaning as under the change-in-control agreements described above. The cash severance payment for Ms. Lundgren is equal to three times the sum of base salary plus target bonus as in effect at the time plus a pro rata portion of the incentive bonus that she would have received if she had remained employed for the fiscal year in which the termination occurs (based on the portion of the year worked). The table above does not include a pro rata portion of the incentive bonus for fiscal
2014
because bonuses earned for fiscal
2014
are included in the Summary Compensation Table and no additional amounts would have been earned if Ms. Lundgren had terminated employment as of
August 31, 2014
. These amounts are payable within 30 days after termination. Under the AICP, if a named executive officer (other than Ms. Lundgren) were involuntarily terminated by the Company without cause (as determined by the Committee), the named executive officer would receive, at the time that bonuses under the program were determined and paid for other participants, a bonus based on the officer’s earnings for the portion of the year the participant was employed. For this purpose the officer would be deemed to have satisfied the officer’s individual goals. The table above does not include bonus payments for fiscal
2014
because bonuses earned for fiscal
2014
are included in the Summary Compensation Table and no additional amounts would have been earned if the officers had terminated employment as of
August 31, 2014
.
|
(2)
|
Insurance Continuation.
If cash severance benefits are triggered under Ms. Lundgren’s employment agreement, her employment agreement provides for continuation for up to 24 months of Company paid life, accident and health insurance benefits for Ms. Lundgren and Ms. Lundgren’s spouse and dependents, and the amount in the table represents 24 months of such insurance benefit payments at the rates paid by us for Ms. Lundgren as of
August 31, 2014
.
|
(3)
|
Stock Option Acceleration
. If cash severance benefits are triggered under Ms. Lundgren’s employment agreement, her employment agreement provides that all of her outstanding unexercisable options will immediately become exercisable. Information regarding outstanding unexercisable options held by Ms. Lundgren is set forth in the Outstanding Equity Awards table. There are no outstanding unexercisable options held by Ms. Lundgren as of
August 31, 2014
.
|
(4)
|
RSU Acceleration.
If cash severance benefits are triggered under Ms. Lundgren’s employment agreement, her employment agreement also provides that all RSUs will immediately vest. Information regarding unvested restricted stock units held by Ms. Lundgren is set forth in the Outstanding Equity Awards table. The amount in the table above represents the number of
|
(5)
|
LTIP Performance Shares Acceleration.
Under the terms of the standard LTIP performance share award agreements, if a named executive officer’s employment is terminated by the Company without cause in circumstances not involving a Company sale after the end of the twelfth month of the applicable performance period and prior to the vesting date, the named executive officer would be entitled to receive a prorated award to be paid following completion of the performance period, taking into account the number of performance shares that would otherwise have been issued based on the actual performance during the entire performance period and the portion of the performance period the officer had worked. The officer is required to provide a release of claims in connection with such payout. For this purpose, “cause” generally means (a) the conviction of the officer of a felony involving theft or moral turpitude or relating to the business of the Company, (b) the officer’s continued failure to perform assigned duties, (c) fraud or dishonesty by the officer in connection with employment with the Company, (d) any incident materially compromising the officer’s reputation or ability to represent the Company with the public, (e) any willful misconduct that substantially impairs the Company’s business or reputation, or (f) any other willful misconduct by the officer that is clearly inconsistent with the officer’s position or responsibilities. The amounts in the table above are calculated based on actual performance for completed portions of the applicable performance periods and assume performance at the 100% payout level (actual performance may be more or less) for the remaining portions of the performance periods, with the resulting number of performance shares then multiplied by a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
Name
|
|
Stock Option
Extension
($)(1)
|
|
Restricted
Stock Unit
Acceleration
($)(2)
|
|
LTIP
Performance Shares
Acceleration
($)(3)
|
|
Total
($)
|
||||
Thomas D. Klauer
|
|
14,413
|
|
|
661,348
|
|
|
462,921
|
|
|
1,138,682
|
|
(1)
|
Stock Option Extension.
The terms of outstanding options provide that on retirement, the standard 90-day period for exercising options following termination of employment will be extended to 12 months, but not beyond each option’s original 10-year term. Information regarding outstanding options held by Mr. Klauer is set forth in the “Outstanding Equity Awards” table. The amount in the table above represents the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to 12 months, with the option values for 90-day and 12-month remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(2)
|
RSU Acceleration.
The terms of the RSU awards (other than Ms. Lundgren’s RSU for 2,763 shares granted in August 2012) provide for accelerated vesting on retirement. Information regarding unvested RSUs held by Mr. Klauer is set forth in the “Outstanding Equity Awards” table above. The amount in the table above represents the number of shares subject to RSUs that would vest on retirement multiplied by a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
(3)
|
LTIP Performance Shares Acceleration
. Under the terms of the standard LTIP performance share awards, if a named executive officer retires prior to the vesting date, the named executive officer would be entitled to receive a pro-rated award to be paid following completion of the performance period, taking into account the number of performance shares that would otherwise have been issued based on the actual performance through the entire performance period and the portion of the performance period the officer had worked. The officer is required to provide a release of claims in connection with such payout. The amount in the table above is calculated based on actual performance for completed portions of the applicable performance periods and assumes performance at the 100% payout level (actual performance may be more or less) for the remaining portions of the performance periods, with the resulting number of performance shares then multiplied by a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
Name
|
|
Stock Option
Acceleration
and Extension
($)(1)
|
|
Restricted
Stock Unit
Acceleration
($)(2)
|
|
LTIP
Performance Shares
Acceleration
($)(3)
|
|
Total
($)
|
||||
Tamara L. Lundgren
|
|
73,668
|
|
|
3,261,495
|
|
|
2,082,482
|
|
|
5,417,645
|
|
Richard D. Peach
|
|
16,691
|
|
|
876,250
|
|
|
613,472
|
|
|
1,506,413
|
|
Michael Henderson
|
|
—
|
|
|
371,766
|
|
|
541,479
|
|
|
913,245
|
|
Thomas D. Klauer
|
|
14,413
|
|
|
661,348
|
|
|
462,921
|
|
|
1,138,682
|
|
Jeffrey Dyck
|
|
7,556
|
|
|
368,693
|
|
|
648,832
|
|
|
1,025,081
|
|
(1)
|
Stock Option Acceleration and Extension.
The terms of outstanding options provide that upon termination of employment as a result of disability or death, all unvested options shall become fully exercisable and the standard 90-day period for exercising options following termination of employment will be extended to 12 months, but not beyond each option’s original 10-year term. Information regarding outstanding options held by the named executive officers is set forth in the “Outstanding Equity Awards” table. The amounts in the table above represent the sum of (a) the positive spread, if any, between
$27.69
(the closing market price of the Company’s Class A Common Stock on
August 29, 2014
, the last trading day of fiscal
2014
) and the exercise price for each outstanding unexercisable options held by the applicable officer on
August 31, 2014
, and (b) the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to 12 months, with the option values for 90-day and 12-month remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(2)
|
RSU Acceleration.
The terms of the RSU awards provide for accelerated vesting upon termination of employment as a result of disability or death. Information regarding unvested RSUs held by the named executive officers is set forth in the “Outstanding Equity Awards” table above. The amounts in the table above represent the number of shares subject to unvested RSUs multiplied by a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
(3)
|
LTIP Performance Shares Acceleration
. Under the terms of the standard LTIP performance share awards, if a named executive officer’s employment is terminated due to death or disability prior to the vesting date, the officer (or his or her estate) would receive a payout in an amount equal to the payout calculated as if the performance period had ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of employment termination, taking into account provisions in the award agreement for calculating performance for a shorter performance period and a partial year, and prorated for the portion of the performance period the officer had worked. The amounts in the table above represent the value of outstanding LTIP performance share awards that would vest and be paid out pursuant to the terms of the award agreements on death or disability based on a stock price of
$27.69
per share, which was the closing price of the Company’s Class A common stock on
August 29, 2014
, the last trading day of fiscal
2014
.
|
Plan category
|
|
(a)
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and
rights(2)
|
|
(b)
Weighted average
exercise price of
outstanding options,
warrants and
rights(3)
|
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by shareholders
(1)
|
|
1,778,012
|
|
|
$
|
32.25
|
|
|
5,568,248
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,778,012
|
|
|
$
|
32.25
|
|
|
5,568,248
|
|
(1)
|
Consists entirely of shares of Class A common stock authorized for issuance under the Company’s SIP.
|
(2)
|
Consists of
525,032
shares subject to outstanding options,
388,161
shares subject to outstanding RSUs,
163,029
shares subject to outstanding DSUs or credited to stock accounts under the Deferred Compensation Plan for Non-Employee Directors, and
701,790
shares representing the maximum number of shares that could be issued under outstanding LTIP performance share awards.
|
(3)
|
Represents the weighted average exercise price for options included in column (a).
|
|
|
2014
|
|
2013
|
||||
Audit Fees
(1)
|
|
$
|
1,917,122
|
|
|
$
|
2,095,250
|
|
Audit Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
3,600
|
|
|
3,600
|
|
||
Total
|
|
$
|
1,920,722
|
|
|
$
|
2,098,850
|
|
(1)
|
Comprised of the audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements and the required audit of the Company’s internal control over financial reporting, as well as consents related to and reviews of other documents filed with the SEC.
|
•
|
Reviewed and discussed the audited financial statements of the Company with management.
|
•
|
Discussed with the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees," effective pursuant to SEC Release No. 34-68453.
|
•
|
Received the written disclosures and the letter from the Company’s independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with the independent accountant the independent accountant’s independence.
|
•
|
Based on the review and discussions described above, recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended
August 31, 2014
filed with the SEC.
|
|
Shareowner Services
|
|
|
P.O. Box 64945
|
|
|
|
St. Paul, MN 555164-0945
|
|
|
|
|
|
|
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
|
|
|
|
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
|
|
|
|
INTERNET – www.proxypush.com/schn
|
|
|
|
Use the Internet to vote your proxy until
12:00 p.m. (CT) on January 27, 2015. |
|
|
|
|
|
|
|
TELEPHONE – 1-866-883-3382
|
|
|
|
Use a touch-tone telephone to vote your proxy
until 12:00 p.m. (CT) on January 27, 2015.
|
|
|
|
|
|
|
|
MAIL –
Mark, sign and date your proxy card
|
|
|
|
and return it in the postage-paid envelope provided.
|
|
|
|
|
|
|
If you vote your proxy by Internet or by Telephone, you
do NOT need to mail back your Proxy Card.
|
|
|
The Board of Directors Recommends a Vote FOR Proposals 1, 2 and 3.
|
|
|||||
|
1. Election of directors:
|
01 David J. Anderson
|
¨
|
Vote FOR
all nominees
(except as marked)
|
¨
|
Vote WITHHOLD from all nominees
|
|
|
|
02 John D. Carter
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
|
|
|
|
|
|
|
Address Change? Mark Box
|
£
|
Indicate changes below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s) in Box
|
|
|
|
|
|
|
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
|
|
|
|
|
|
|
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|
|
Schnitzer Steel Industries, Inc.
299 SW Clay Street Portland, Oregon 97201 |
|
|
|
proxy
|