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Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Class* |
| |
Sole
Voting Power |
| |
Shared
Voting Power |
| |
Sole
Investment Power |
| |
Shared
Investment Power |
| ||||||||||||||||||
BlackRock Inc.(1)
55 East 52nd Street New York, NY 10055 |
| | | | 4,997,401 | | | | | | 15.8% | | | | | | 4,928,409 | | | | | | 0 | | | | | | 4,997,401 | | | | | | 0 | | |
The Vanguard Group, Inc.(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 3,593,370 | | | | | | 11.4% | | | | | | 0 | | | | | | 34,855 | | | | | | 3,538,119 | | | | | | 55,251 | | |
Cooke & Bieler LP(3)
2001 Market Street, Suite 4000 Philadelphia, PA 19103 |
| | | | 1,938,302 | | | | | | 6.1% | | | | | | 0 | | | | | | 1,555,847 | | | | | | 0 | | | | | | 1,938,302 | | |
Allspring Global(4)
525 Market St, 10th Fl San Francisco, CA 94105 |
| | | | 1,670,667 | | | | | | 5.3% | | | | | | 1,593,971 | | | | | | 0 | | | | | | 1,670,677 | | | | | | 0 | | |
Dimensional Fund Advisors LP(5)
6300 Bee Cave Road, Building One Austin, TX 78746 |
| | | | 1,609,366 | | | | | | 5.1% | | | | | | 1,578,542 | | | | | | 0 | | | | | | 1,609,366 | | | | | | 0 | | |
Name of Individual or Identity of Group
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Number of
Deferred Stock Units(1) |
| |
Percent of
Class(2) |
| |||||||||
Deborah Borg
|
| | | | 0 | | | | | | 8,645 | | | | |
|
*
|
| |
Mark L. Bye
|
| | | | 0 | | | | | | 6,072 | | | | |
|
*
|
| |
Omar Hoek
|
| | | | 58,906(3) | | | | | | 0 | | | | |
|
*
|
| |
Jeffrey J. Keenan
|
| | | | 50,000 | | | | | | 34,320 | | | | |
|
*
|
| |
Jeffrey Kramer
|
| | | | 236,042(4) | | | | | | 0 | | | | |
|
*
|
| |
Marco Levi
|
| | | | 12,082 | | | | | | 0 | | | | |
|
*
|
| |
Ricardo Nuñez
|
| | | | 69,766(5) | | | | | | 0 | | | | |
|
*
|
| |
Tracey Peacock
|
| | | | 13,523(6) | | | | | | 0 | | | | |
|
*
|
| |
Kimberly E. Ritrievi
|
| | | | 6,000 | | | | | | 11,432 | | | | |
|
*
|
| |
John D. Rogers
|
| | | | 3,004 | | | | | | 37,153 | | | | |
|
*
|
| |
R. Andrew Wamser, Jr.
|
| | | | 103,532(7) | | | | | | 0 | | | | |
|
*
|
| |
Anderson D. Warlick
|
| | | | 5,218 | | | | | | 54,223 | | | | |
|
*
|
| |
All directors and executive officers as a group (12 persons)
|
| | | | 558,073 | | | | | | 151,845 | | | | | | 1.8%* | | |
|
Class I – Current Term Ending at
2023 Annual Meeting |
| |
Class II – Current Term Ending at
2024 Annual Meeting |
| |
Class III – Nominees for Election at
2022 Annual Meeting |
|
|
Jeffrey J. Keenan
|
| |
John D. Rogers, PhD
|
| |
Deborah Borg
|
|
|
Marco Levi
|
| |
Kimberly E. Ritrievi, ScD
|
| |
Jeffrey Kramer, PhD
|
|
|
Mark L. Bye
|
| | | | |
Anderson D. Warlick
|
|
Name
|
| |
Age
|
| |
Director Since
|
| |
Business Experience and Directorships
|
|
Deborah Borg | | | 45 | | | 2019 | | |
Chief HR and Communications Officer of Bunge Limited, an agribusiness and food company, 2016 – Present
President, Dow USA of Dow Chemical, 2014 – 2015
Various leadership roles at Dow Chemical, 2000 – 2014
|
|
Jeffrey Kramer, PhD
|
| | 62 | | | 2017 | | |
Chief Executive Officer of the Company, since April 2017
Vice President, Lubricants of Brenntag AG, 2015 – 2017
President and Chief Executive Officer of J.A.M. Distributing, 2013 – 2015
Various executive leadership roles at Air Products and Chemicals, Inc., 1987 – 2012
Director of Myers Industries, Inc. since February 2021
|
|
Anderson D. Warlick
|
| | 64 | | | 2009 | | | Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2000 | |
Name
|
| |
Age
|
| |
Director Since
|
| |
Business Experience and Directorships
|
|
Mark L. Bye | | | 65 | | | 2020 | | |
Executive Advisor of Morgan Stanley, a global financial institution, since November 2020, previously Managing Director of Morgan Stanley since 2008
Chairman of Bye Group LLC, since 2006
|
|
Jeffrey J. Keenan | | | 64 | | | 2016 | | |
Senior Advisor of Roark Capital Group, a private equity firm, 2015 – February 2020
President and Chief Compliance Officer of Roark Capital Group, 2006 – 2015
Co-Founder and Chairman of IESI Corporation, 1996 – 2005
|
|
Name
|
| |
Age
|
| |
Director Since
|
| |
Business Experience and Directorships
|
|
Marco Levi | | | 62 | | | 2017 | | |
Chief Executive Officer, Ferroglobe PLC, a mining and metals company, since January 2020
Chief Executive Officer, Thermission AG, a metals finisher, January 2019 – December 2019
President and Chief Executive Officer, Ahlstrom Corporation, a manufacturer of fiber-based products, 2014 – 2016
Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014
Global Business Unit Director, Elastomers- Synthetic Rubber-Specialty Packaging-Plastic Additives, The Dow Chemical Company, 2006 – 2009
Director of Ferroglobe PLC since 2020
|
|
Kimberly E. Ritrievi, ScD
|
| | 63 | | | 2018 | | |
President, The Ritrievi Group, LLC, a private investment firm, since 2005
Various leadership roles at Goldman Sachs & Co., 1997 – 2004
Director of Tetra Tech, Inc., since 2013
|
|
John D. Rogers, PhD | | | 60 | | | 2009 | | |
President, Chief Executive Officer and Director of CFA Institute, an association of investment professionals, 2009 – 2014
Founding Partner & Principal of Jade River Capital Management, LLC, 2007 – 2008
President and Chief Executive Officer, Invesco Institutional N.A., Senior Managing Director and Head of Worldwide Institutional Business, AMVESCAP Plc, 2003 – 2006
|
|
| |
Skills and Experience
|
| | |
D. Borg
|
| | |
M. Bye
|
| | |
J. Keenan
|
| | |
J. Kramer
|
| | |
M. Levi
|
| | |
K. Ritrievi
|
| | |
J. Rogers
|
| | |
A. Warlick
|
| |
| | Executive Leadership | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| | Other Public Board Service | | | | | | | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| | Accounting/Financial Reporting | | | | | | | | | | | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | | | | |
| | Finance and Capital Management | | | | | | | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| |
| | Mergers & Acquisitions | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| | Industry Experience | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | | | | |
| |
International Experience
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| |
| | Business Development & Growth | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| | Brand and Marketing | | | | | | | | | | | | | | | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| |
| | Corporate Governance/Legal | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | | | | |
| | Enterprise Risk Management/IT | | | | | | | | | | | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| |
| | Human Capital Management | | | |
X
|
| | |
X
|
| | | | | | | | | | | | | | |
X
|
| | | | | | | | | |
Name
|
| |
Position
|
|
Jeffrey Kramer, PhD | | | Chief Executive Officer | |
R. Andrew Wamser, Jr. | | | Executive Vice President, Finance and Chief Financial Officer | |
Omar Hoek | | | Executive Vice President, Engineered Paper | |
Ricardo Nuñez | | | Executive Vice President, General Counsel and Secretary | |
Tracey Peacock(1) | | | Executive Vice President, Advanced Materials & Structures | |
| |
Objectives
|
| | |
•
Pay-for-performance
•
Align performance goals and executive compensation with stockholder interests
•
Total target compensation set within a range of market median value for like skills and responsibilities to attract, retain and motivate executive officers
|
| |
| |
Guiding Principles
|
| | |
•
Allocate a significant portion of total target compensation to incentive-based compensation opportunities
•
Set incentive plan objectives that the Committee believes contribute to increased stockholder value
•
Award a significant portion of total compensation opportunity in the form of equity
•
Utilize an annual competitive compensation study to guide decisions regarding total and individual compensation components and values
•
Require executive officers to acquire and hold a significant equity interest in the Company within five years after joining the Company
|
| |
|
What We Do:
|
| | | | |||
|
✓
|
| | Pay-for-performance. A significant portion of the Named Executive Officers’ compensation is delivered in the form of variable compensation that is connected to actual performance. For 2021, variable compensation comprised approximately 81.5% of the targeted annual direct compensation for Dr. Kramer and, on average, 63% of the targeted annual direct compensation for the other Named Executive Officers, in each case, excluding the new hire compensation granted to Ms. Peacock in connection with her commencement of employment with the Company. | | | ||
|
✓
|
| | Linkage between quantitative performance measures and operating objectives. Performance measures for incentive compensation are linked to operating objectives informed by our business strategy and designed to create long-term stockholder value. | | | ||
|
✓
|
| | “Double trigger” in the event of a change-in-control. For all of our Named Executive Officers, in the event of a change-in-control, equity awards will accelerate upon a “double trigger” — meaning that both a change in control and qualifying termination of employment must occur for automatic acceleration. | | | ||
|
✓
|
| | Independent compensation consultant. The Committee retains its own compensation consultant to review the Company’s executive compensation program and practices. | | | ||
|
✓
|
| | Stock ownership guidelines. The Company’s Chief Executive Officer is required to hold stock equal to a multiple of five times his base salary, and each of the Company’s other Named Executive Officers is required to hold stock equal to a multiple of three times his or her base salary. | | | ||
|
✓
|
| | Annual risk assessment. Based on our annual risk assessment, we have concluded that our compensation program does not present a risk that is reasonably likely to have a material adverse effect on the Company. | | | ||
|
✓
|
| | Annual peer group review. The Committee, with the assistance of its independent compensation consultant, annually reviews the composition of the peer group used to evaluate and assess the Company’s executive compensation program and makes adjustments to the composition of the group as it deems appropriate. | | | ||
|
✓
|
| | Multi-year performance period. Performance share awards are subject to two-year performance periods (followed by an additional year of vesting after performance is certified to facilitate retention and align with market practices). | | | ||
|
✓
|
| | TSR modifier. Performance share awards are subject to a +/- 15% vesting modifier based on the Company’s relative TSR performance over a two-year performance period. | | | ||
|
✓
|
| | Clawback policy. The Committee has adopted a compensation clawback policy allowing the Company to recover incentive compensation paid to certain officers (including the Named Executive Officers) in the event of certain financial statement restatements. | | |
|
What We Don’t Do:
|
| |||
|
×
|
| |
No change-in-control tax gross-ups.
|
|
|
×
|
| |
The Company does not re-price stock options or buy-back equity grants.
|
|
|
×
|
| |
The Company does not allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities.
|
|
| | | | |
Annual Pay Element
|
| | |||||||||
| | | | |
Salary
|
| |
Annual
Incentives |
| |
Service-Based
Restricted Stock |
| |
Performance Shares
|
| |
| |
Who Receives
|
| |
All Named Executive Officers
![]() |
| | |||||||||
| |
When Granted
|
| |
Annually
![]() |
| | |||||||||
| |
Form of Delivery
|
| |
Cash
![]() |
| |
Equity
![]() |
| | ||||||
| |
Why We Pay
|
| | Establish a pay foundation at competitive levels to attract and retain talented executives | | |
Motivate and reward executives for performance related to key financial performance metrics
Hold executives accountable, with payouts varying from target based on actual performance against pre-established and communicated performance goals
|
| |
Align the interests of executives with those of the Company’s stockholders by subjecting payout to fluctuations in the Company’s stock price performance
Competitive with market practices in order to attract and retain top executive talent
|
| |
Align the interests of executives with those of the Company’s stockholders by focusing the executives on the Company’s financial performance over the performance period and further subjecting payout to fluctuations in the Company’s stock price performance
Competitive with market practices in order to attract and retain top executive talent
|
| |
| |
Performance or Vesting Period
|
| | 1 year | | | 1 year | | | 2 years (service) | | | 2 years (performance) plus 1 year (service) | | |
| |
How Target and Payout Are Determined
|
| |
Committee determines amounts and considers Chief Executive Officer recommendations for other Named Executive Officers
Factors considered include individual and Company performance,
|
| |
Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers
Factors considered include individual and Company performance,
|
| |
Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers
Factors considered include individual and Company performance,
|
| |
Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers
Factors considered include individual and Company performance,
|
| |
| | | | |
Annual Pay Element
|
| | |||||||||
| | | | |
Salary
|
| |
Annual
Incentives |
| |
Service-Based
Restricted Stock |
| |
Performance Shares
|
| |
| | | | | compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | | |
compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant
Committee determines performance objectives and evaluates performance against objectives
|
| | compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | | |
compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant
Committee determines performance objectives and evaluates performance against objectives
|
| |
| | | | | | | | | | | | | | | | |
| |
Performance Measures
|
| | Individual | | | Adjusted earnings per share, net sales, operating profit | | | Change in Company stock price | | | Adjusted EBITDA, Company stock price and a relative TSR performance modifier | | |
Name
|
| |
2020 Annual
Base Salary |
| |
2021 Annual
Base Salary |
| ||||||
Jeffrey Kramer, PhD
|
| | | $ | 800,000 | | | | | $ | 850,000 | | |
R. Andrew Wamser, Jr.
|
| | | $ | 462,338 | | | | | $ | 471,636 | | |
Omar Hoek(1)
|
| | | $ | 441,720 | | | | | $ | 429,431 | | |
Ricardo Nuñez
|
| | | $ | 459,199 | | | | | $ | 468,383 | | |
Tracey Peacock(2)
|
| | | | N/A | | | | | $ | 460,000 | | |
Name
|
| |
Corporate
|
| |
Business Unit
|
| ||||||
Jeffrey Kramer, PhD
|
| | | | 100% | | | | | | — | | |
R. Andrew Wamser, Jr.
|
| | | | 100% | | | | | | — | | |
Omar Hoek
|
| | | | 50% | | | | | | 50% | | |
Ricardo Nuñez
|
| | | | 100% | | | | | | — | | |
Tracey Peacock
|
| | | | 50% | | | | | | 50% | | |
| | |
2021 Objectives
|
| |
Results
|
| ||||||||||||||||||||||||||||||
MEASUREMENT METRICS
|
| |
Threshold
(50%) |
| |
Target
(100%) |
| |
Outstanding
(150%) |
| |
Maximum
(200%) |
| |
Actual
Performance |
| |
Attainment
Percentage |
| ||||||||||||||||||
Corporate Metric | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
100% Adjusted earnings per share(1)
|
| | | $ | 3.59 | | | | | $ | 3.90 | | | | | $ | 4.06 | | | | | $ | 4.21 | | | | | $ | 3.74 | | | | | | 74.4% | | |
Engineered Papers(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
50% Net Sales (in millions)
|
| | | $ | 463.5 | | | | | $ | 503.8 | | | | | $ | 523.9 | | | | | $ | 544.1 | | | | | $ | 519.6 | | | | | | 139.3% | | |
50% Operating Profit (in millions)
|
| | | $ | 114.0 | | | | | $ | 123.9 | | | | | $ | 128.8 | | | | | $ | 133.8 | | | | | $ | 110.3 | | | | | | 0% | | |
Advanced Materials & Structures(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
50% Net Sales (in millions)
|
| | | $ | 539.3 | | | | | $ | 586.1 | | | | | $ | 609.6 | | | | | $ | 633.0 | | | | | $ | 620.2 | | | | | | 172.7% | | |
50% Operating Profit (in millions)
|
| | | $ | 65.7 | | | | | $ | 71.4 | | | | | $ | 74.3 | | | | | $ | 77.2 | | | | | $ | 56.3 | | | | | | 0% | | |
Name
|
| |
Target Bonus
(% of Base Salary) |
| |
Target Bonus
Award Opportunity ($) |
| |
Final Bonus
($) |
| |
Final Bonus
as a % of Target |
| ||||||||||||
Jeffrey Kramer, PhD
|
| | | | 100% | | | | | $ | 850,000 | | | | | $ | 632,051 | | | | | | 74.4% | | |
R. Andrew Wamser, Jr.
|
| | | | 65% | | | | | $ | 306,563 | | | | | $ | 227,957 | | | | | | 74.4% | | |
Omar Hoek(1)
|
| | | | 60% | | | | | $ | 257,658 | | | | | $ | 185,590 | | | | | | 72.0% | | |
Ricardo Nuñez
|
| | | | 60% | | | | | $ | 281,030 | | | | | $ | 208,971 | | | | | | 74.4% | | |
Tracey Peacock(2)
|
| | | | 60% | | | | | $ | 199,628 | | | | | $ | 160,359 | | | | | | 80.3% | | |
Name
|
| |
Target LTIP
(% of Base Salary) |
| |
Target LTIP
Award Opportunity ($) |
| ||||||
Jeffrey Kramer, PhD
|
| | | | 340% | | | | | $ | 2,890,000 | | |
R. Andrew Wamser, Jr.
|
| | | | 140% | | | | | $ | 660,290 | | |
Omar Hoek(1)
|
| | | | 95% | | | | | $ | 441,455 | | |
Ricardo Nuñez
|
| | | | 95% | | | | | $ | 444,964 | | |
Tracey Peacock(2)
|
| | | | 95% | | | | | $ | 316,077 | | |
Name
|
| |
2021 Service-Based Restricted Stock
(Number of Shares) |
| |||
Jeffrey Kramer, PhD
|
| | | | 26,178 | | |
R. Andrew Wamser, Jr.
|
| | | | 5,980 | | |
Omar Hoek
|
| | | | 3,998 | | |
Ricardo Nuñez
|
| | | | 4,030 | | |
Tracey Peacock(1)
|
| | | | 2,864 | | |
Name
|
| |
2021 Awards: Target Number
of Performance Shares for 2021-2022 Performance Period |
| |||
Jeffrey Kramer, PhD
|
| | | | 48,615 | | |
R. Andrew Wamser, Jr.
|
| | | | 11,107 | | |
Omar Hoek
|
| | | | 7,426 | | |
Ricardo Nuñez
|
| | | | 7,485 | | |
Tracey Peacock(1)
|
| | | | 5,317 | | |
| | |
2020-2021 Objectives
|
| |||||||||||||||||||||
| | |
Threshold
50% |
| |
Target
100% |
| |
Outstanding
150% |
| |
Maximum
200% |
| ||||||||||||
Adjusted EBITDA ($ millions)(1)
|
| | | $ | 411.0 | | | | | $ | 467.0 | | | | | $ | 485.7 | | | | | $ | 513.7 | | |
| | |
Target
100% |
| |
Actual
Performance |
| |
Attainment
Percentage |
| |
Achievement After
TSR Application |
| ||||||||||||
Adjusted EBITDA ($ millions)
|
| | | $ | 467.0 | | | | | $ | 449.6 | | | | | | 84.5% | | | | | | 71.8% | | |
Name
|
| |
2020 Performance Share
Awards: Target Number of Performance Shares |
| |
2020 Performance Share
Awards: Earned Performance Shares |
| ||||||
Jeffrey Kramer, PhD
|
| | | | 35,772 | | | | | | 25,684 | | |
R. Andrew Wamser, Jr.
|
| | | | 8,958 | | | | | | 6,432 | | |
Omar Hoek
|
| | | | 4,518 | | | | | | 3,244 | | |
Ricardo Nuñez
|
| | | | 5,818 | | | | | | 4,177 | | |
|
What Counts Toward the Guidelines
|
| |
What Does Not Count Toward the Guidelines
|
|
|
✓
Shares owned outright (including through vesting of equity awards)
|
| |
×
Performance shares
|
|
|
✓
Shares owned directly by a spouse, domestic partner, or minor child
|
| |
×
Service-based restricted stock
|
|
|
✓
Shares owned indirectly through beneficial trust ownership
|
| |
×
Unvested stock options
|
|
|
✓
Vested shares or stock units held in any Company equity plan, retirement plan or similar Company plan
|
| | | |
|
✓
In-the-money value of vested but unexercised stock option awards payable in shares of Company common stock
|
| | | |
|
When Action is Taken
|
| |
What Action Is Taken
|
|
| Prior Year: October – November | | |
•
Chief Executive Officer meets with the Committee and the Committee’s independent compensation consultant to review the annual competitive compensation analysis
•
Committee’s independent compensation consultant advises the Committee regarding the composition of the compensation peer group and performs a competitive analysis of the Company’s executive compensation practices compared to the peer group
•
Independent compensation consultant prepares an executive compensation proposal for full Committee review
•
Committee discusses the executive compensation program and evaluates whether the elements of compensation for officers and key employees are competitive
•
Committee approves the executive officers’ base salaries for the upcoming year
|
|
| Current Year: February | | |
•
Committee reviews prior year performance of the Named Executive Officers, considering the input of the Chief Executive Officer for Named Executive Officers other than himself
•
Committee certifies prior year’s performance and determines incentive compensation payouts
•
Board discusses the current and upcoming year compensation for the Chief Executive Officer
•
Committee approves annual incentive targets, equity incentive plan targets, and performance-level objectives for the upcoming year
|
|
| |
Peer Companies
|
| | |||
| | AptarGroup, Inc. | | | Kraton Corporation | | |
| | Avient Corporation (f/k/a PolyOne Corporation) | | | Lydall, Inc. | | |
| | Balchem Corporation | | | Mercer International Inc. | | |
| | Clearwater Paper Corporation | | | Minerals Technologies Inc. | | |
| | Deluxe Corporation | | | Myers Industries, Inc(1) | | |
| | Ferro Corporation | | | Neenah, Inc. | | |
| | H.B. Fuller Company | | | Quaker Chemical Corporation | | |
| | Innospec, Inc. | | | | | |
Name and principal position
(a) |
| |
Year
(b) |
| |
Salary
($) (c) |
| |
Bonus
($) (d) |
| |
Stock
Awards ($) (e)(1) |
| |
Option
Awards ($) (f) |
| |
Non-Equity
Incentive Plan Compensation ($) (g)(2) |
| |
Change in
Pension Value and Non-qualified Deferred Compensation Earnings ($) (h)(3) |
| |
All Other
Compensation ($) (i) |
| |
Total
($) (j) |
| ||||||||||||||||||||||||
Jeffrey Kramer, PhD
Chief Executive Officer(4) |
| |
2021
|
| | | $ | 850,000 | | | | | | — | | | | | $ | 3,291,640 | | | | | | — | | | | | $ | 632,051 | | | | | | — | | | | | $ | 376,981 | | | | | $ | 5,150,672 | | |
|
2020
|
| | | $ | 800,000 | | | | | | — | | | | | $ | 3,110,928 | | | | | | — | | | | | $ | 1,435,427 | | | | | | — | | | | | $ | 411,519 | | | | | $ | 5,757,874 | | | ||
|
2019
|
| | | $ | 749,000 | | | | | | — | | | | | $ | 4,231,539 | | | | | | — | | | | | $ | 1,490,052 | | | | | | — | | | | | $ | 222,348 | | | | | $ | 6,692,939 | | | ||
R. Andrew Wamser, Jr.
EVP, Finance and CFO(5) |
| |
2021
|
| | | $ | 471,636 | | | | | | — | | | | | $ | 751,999 | | | | | | — | | | | | $ | 227,957 | | | | | | — | | | | | $ | 101,514 | | | | | $ | 1,553,106 | | |
|
2020
|
| | | $ | 462,338 | | | | | | — | | | | | $ | 779,060 | | | | | | — | | | | | $ | 497,793 | | | | | | — | | | | | $ | 93,183 | | | | | $ | 1,832,374 | | | ||
|
2019
|
| | | $ | 448,050 | | | | | | — | | | | | $ | 1,187,906 | | | | | | — | | | | | $ | 534,807 | | | | | | — | | | | | $ | 376,330 | | | | | $ | 2,547,093 | | | ||
Omar Hoek
EVP, Engineered Paper(6) |
| |
2021
|
| | | $ | 429,431 | | | | | | — | | | | | $ | 502,770 | | | | | | — | | | | | $ | 185,590 | | | | | $ | 12,099 | | | | | $ | 50,648 | | | | | $ | 1,180,538 | | |
|
2020
|
| | | $ | 441,720 | | | | | $ | 61,350 | | | | | $ | 641,899 | | | | | | — | | | | | $ | 433,694 | | | | | $ | 41,645 | | | | | $ | 36,401 | | | | | $ | 1,656,709 | | | ||
Ricardo Nuñez
EVP, General Counsel and Secretary(7) |
| |
2021
|
| | | $ | 468,383 | | | | | | — | | | | | $ | 506,775 | | | | | | — | | | | | $ | 208,971 | | | | | | — | | | | | $ | 90,623 | | | | | $ | 1,274,752 | | |
|
2020
|
| | | $ | 459,199 | | | | | | — | | | | | $ | 505,934 | | | | | | — | | | | | $ | 494,360 | | | | | | — | | | | | $ | 79,274 | | | | | $ | 1,538,767 | | | ||
|
2019
|
| | | $ | 444,960 | | | | | | — | | | | | $ | 823,521 | | | | | | — | | | | | $ | 531,119 | | | | | | — | | | | | $ | 76,715 | | | | | $ | 1,876,315 | | | ||
Tracey Peacock
EVP, Advanced Materials & Structures(8) |
| |
2021
|
| | | $ | 332,712 | | | | | | — | | | | | $ | 630,815 | | | | | | — | | | | | $ | 160,359 | | | | | | — | | | | | $ | 30,563 | | | | | $ | 1,154,449 | | |
Name
|
| |
Grant
Date |
| |
Approval
Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stocks or Units(3) |
| |
Grant
Date Fair Value of Stock Awards(4) |
| ||||||||||||
|
Threshold
($)(d) |
| |
Target
($)(e) |
| |
Maximum
($)(f) |
| |
Threshold
(#)(g) |
| |
Target
(#)(h) |
| |
Maximum
(#)(i) |
| |
(#)(j)
|
| |
($)(k)
|
| ||||||||
Jeffrey Kramer, PhD
|
| |
N/A
|
| |
N/A
|
| |
$425,000
|
| |
$850,000
|
| |
$1,700,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
24,308
|
| |
48,615
|
| |
123,408
|
| |
—
|
| |
$2,139,546
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,178
|
| |
$1,152,094
|
|
R. Andrew Wamser, Jr.
|
| |
N/A
|
| |
N/A
|
| |
$153,282
|
| |
$306,563
|
| |
$613,126
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
5,554
|
| |
11,107
|
| |
28,196
|
| |
—
|
| |
$488,819
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,980
|
| |
$263,180
|
|
Omar Hoek
|
| |
N/A
|
| |
N/A
|
| |
$128,829
|
| |
$257,658
|
| |
$515,316
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
3,713
|
| |
7,426
|
| |
18,851
|
| |
—
|
| |
$326,818
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,998
|
| |
$175,952
|
|
Ricardo Nuñez
|
| |
N/A
|
| |
N/A
|
| |
$140,515
|
| |
$281,030
|
| |
$562,060
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
3,743
|
| |
7,485
|
| |
19,001
|
| |
—
|
| |
$329,415
|
|
| | |
2/15/21
|
| |
2/15/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,030
|
| |
$177,360
|
|
Tracey Peacock
|
| |
N/A
|
| |
N/A
|
| |
$99,814
|
| |
$199,628
|
| |
$399,256
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
4/12/21
|
| |
5/11/21
|
| |
—
|
| |
—
|
| |
—
|
| |
2,659
|
| |
5,317
|
| |
13,497
|
| |
—
|
| |
$239,318
|
|
| | |
4/12/21
|
| |
5/11/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,864
|
| |
$128,909
|
|
| | |
5/12/21
|
| |
5/11/21
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,000
|
| |
$225,050
|
|
Name
|
| |
Number of Shares
or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| ||||||||||||
Jeffrey Kramer, PhD
|
| | | | 144,710(3) | | | | | $ | 4,326,829 | | | | | | 48,615 | | | | | $ | 1,453,589 | | |
R. Andrew Wamser, Jr.
|
| | | | 44,091(4) | | | | | $ | 1,318,321 | | | | | | 11,107 | | | | | $ | 332,099 | | |
Omar Hoek
|
| | | | 19,901(5) | | | | | $ | 595,040 | | | | | | 7,426 | | | | | $ | 222,037 | | |
Ricardo Nuñez
|
| | | | 28,421(6) | | | | | $ | 849,788 | | | | | | 7,485 | | | | | $ | 223,802 | | |
Tracey Peacock
|
| | | | 7,864(7) | | | | | $ | 235,134 | | | | | | 5,317 | | | | | $ | 158,978 | | |
Name
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||
Jeffrey Kramer, PhD
|
| | | | 84,525 | | | | | | 3,881,506 | | |
R. Andrew Wamser, Jr.
|
| | | | 19,904 | | | | | | 913,175 | | |
Omar Hoek
|
| | | | 1,217 | | | | | | 55,690 | | |
Ricardo Nuñez
|
| | | | 18,436 | | | | | | 789,759 | | |
Tracey Peacock
|
| | | | — | | | | | | — | | |
Name
|
| |
Plan
|
| |
Number of Years
of Credited Service (#) |
| |
Present Value of
Accumulated Benefit ($) |
| |
Payments
During Last Fiscal Year |
| |||||||||
Omar Hoek
|
| |
Luxembourg Pension
|
| | | | 2 | | | | | $ | 53,704 | | | | | | — | | |
Name
|
| |
Executive
contributions in last FY ($)(1) |
| |
Registrant
contributions in last FY ($)(2) |
| |
Aggregate
earnings in last FY ($) |
| |
Aggregate
withdrawals / distributions |
| |
Aggregate
balance at last FYE ($)(3) |
| |||||||||||||||
Jeffrey Kramer, PhD
|
| | | $ | 218,735 | | | | | $ | 125,426 | | | | | $ | 113,577 | | | | | | — | | | | | $ | 1,404,011 | | |
R. Andrew Wamser, Jr.
|
| | | $ | 23,582 | | | | | $ | 14,149 | | | | | $ | 2,947 | | | | | | — | | | | | $ | 40,678 | | |
Ricardo Nuñez
|
| | | $ | 28,103 | | | | | $ | 16,862 | | | | | $ | 13,947 | | | | | | — | | | | | $ | 119,280 | | |
Executive Benefits and
Payments Upon Termination |
| |
Type of
Payment |
| |
Early
Retirement ($) |
| |
Normal
Retirement ($) |
| |
Involuntary
Not for Cause Termination ($) |
| |
Termination
as a Result of Change of Control ($) |
| |
Death or
Disability ($) |
| |
Change of
Control ($) |
| ||||||||||||||||||
Base Salary
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 1,700,000 | | | | | | 2,550,000 | | | | | | 634,885 | | | | | | — | | |
Incentive Compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Short-Term Incentive
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,470,156 | | | | | | 1,490,052 | | | | | | — | | |
Performance Shares and Restricted Stock(1)
|
| |
Shares
|
| | | | — | | | | | | — | | | | | | 3,935,468 | | | | | | 4,326,829 | | | | | | 3,935,468 | | | | | | — | | |
Benefits and Perquisites:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Health Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 65,808 | | | | | | — | | | | | | — | | |
Dental Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,050 | | | | | | — | | | | | | — | | |
Disability Benefits
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 19,542 | | | | | | — | | | | | | — | | |
Life Insurance
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 10,692 | | | | | | 1,000,000 | | | | | | — | | |
Accrued carryover for paid time off
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 16,346 | | | | | | 49,038 | | | | | | 16,346 | | | | | | — | | |
Qualified 401(k) Plan
|
| |
Lump sum benefit
|
| | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | |
Excess 401(k) in Deferred
Comp |
| |
Lump sum benefit
|
| | | | 125,426 | | | | | | 125,426 | | | | | | 125,426 | | | | | | 125,426 | | | | | | 125,426 | | | | | | 125,426 | | |
Total Executive Severance
|
| | | | | | | 141,926 | | | | | | 141,926 | | | | | | 5,793,740 | | | | | | 11,637,041 | | | | | | 7,218,677 | | | | | | 141,926 | | |
Executive Benefits and
Payments Upon Termination |
| |
Type of
Payment |
| |
Early
Retirement ($) |
| |
Normal
Retirement ($) |
| |
Involuntary
Not for Cause Termination ($) |
| |
Termination
as a Result of Change of Control ($) |
| |
Death or
Disability ($) |
| |
Change of
Control ($) |
| ||||||||||||||||||
Base Salary
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 471,636 | | | | | | 1,414,908 | | | | | | 373,418 | | | | | | — | | |
Incentive Compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Short-Term Incentive
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,604,421 | | | | | | 534,807 | | | | | | — | | |
Performance Shares and Restricted Stock(1)
|
| |
Shares
|
| | | | — | | | | | | — | | | | | | 1,191,545 | | | | | | 1,318,321 | | | | | | 1,191,545 | | | | | | — | | |
Benefits and Perquisites:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Health Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 95,832 | | | | | | — | | | | | | — | | |
Dental Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,233 | | | | | | — | | | | | | — | | |
Disability Benefits
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,232 | | | | | | — | | | | | | — | | |
Life Insurance
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,524 | | | | | | 500,000 | | | | | | — | | |
Accrued carryover for paid time off
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 9,070 | | | | | | 27,210 | | | | | | 9,070 | | | | | | — | | |
Qualified 401(k) Plan
|
| |
Lump sum benefit
|
| | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | |
Excess 401(k) in Deferred
Comp |
| |
Lump sum benefit
|
| | | | 14,149 | | | | | | 14,149 | | | | | | 14,149 | | | | | | 14,149 | | | | | | 14,149 | | | | | | 14,149 | | |
Total Executive Severance
|
| | | | | | | 30,649 | | | | | | 30,649 | | | | | | 1,702,900 | | | | | | 4,510,330 | | | | | | 2,639,489 | | | | | | 30,649 | | |
Executive Benefits and
Payments Upon Termination |
| |
Type of
Payment |
| |
Early
Retirement ($) |
| |
Normal
Retirement ($) |
| |
Involuntary
Not for Cause Termination ($) |
| |
Termination
as a Result of Change of Control ($) |
| |
Death or
Disability ($) |
| |
Change of
Control ($) |
| ||||||||||||||||||
Base Salary
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 234,192 | | | | | | 1,405,149 | | | | | | 349,846 | | | | | | — | | |
Incentive Compensation:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Short-Term Incentive
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,593,357 | | | | | | 531,119 | | | | | | — | | |
Performance Shares and Restricted Stock(1)
|
| |
Shares
|
| | | | — | | | | | | — | | | | | | 752,164 | | | | | | 849,788 | | | | | | 752,164 | | | | | | — | | |
Benefits and Perquisites:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Health Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 88,272 | | | | | | — | | | | | | — | | |
Dental Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,233 | | | | | | — | | | | | | — | | |
Disability Benefits
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 16,734 | | | | | | — | | | | | | — | | |
Life Insurance
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 7,235 | | | | | | 500,000 | | | | | | — | | |
Accrued carryover for paid time off
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 9,007 | | | | | | 27,022 | | | | | | 9,007 | | | | | | — | | |
Qualified 401(k) Plan
|
| |
Lump sum benefit
|
| | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | | | | | 16,500 | | |
Excess 401(k) in Deferred
Comp |
| |
Lump sum benefit
|
| | | | 16,862 | | | | | | 16,862 | | | | | | 16,862 | | | | | | 16,862 | | | | | | 16,862 | | | | | | 16,862 | | |
Total Executive Severance
|
| | | | | | | 33,362 | | | | | | 33,362 | | | | | | 1,028,725 | | | | | | 4,026,152 | | | | | | 2,175,498 | | | | | | 33,362 | | |
Executive Benefits and
Payments Upon Termination |
| |
Type of
Payment |
| |
Early
Retirement ($) |
| |
Normal
Retirement ($) |
| |
Involuntary
Not for Cause Termination ($) |
| |
Termination
as a Result of Change of Control ($) |
| |
Death or
Disability ($) |
| |
Change of
Control ($) |
| ||||||||||||||||||
Base Salary
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 460,000 | | | | | | 1,380,000 | | | | | | 343,585 | | | | | | — | | |
Incentive Compensation:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Short-Term Incentive
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | 481,077 | | | | | | 160,359 | | | | | | — | | |
Performance Shares and Restricted Stock(1)
|
| |
Shares
|
| | | | — | | | | | | — | | | | | | 75,520 | | | | | | 235,134 | | | | | | 75,520 | | | | | | — | | |
Benefits and Perquisites:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Health Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 65,808 | | | | | | — | | | | | | — | | |
Dental Care
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,050 | | | | | | — | | | | | | — | | |
Disability Benefits
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,825 | | | | | | — | | | | | | — | | |
Life Insurance
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,845 | | | | | | 500,000 | | | | | | — | | |
Accrued carryover for paid time off
|
| |
Lump sum cash
|
| | | | — | | | | | | — | | | | | | 8,846 | | | | | | 26,538 | | | | | | 8,846 | | | | | | — | | |
Qualified 401(k) Plan
|
| |
Lump sum benefit
|
| | | | 16,000 | | | | | | 16,000 | | | | | | 16,000 | | | | | | 16,000 | | | | | | 16,000 | | | | | | 16,000 | | |
Excess 401(k) in Deferred
Comp |
| |
Lump sum benefit
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Executive Severance
|
| | | | | | | 16,000 | | | | | | 16,000 | | | | | | 560,366 | | | | | | 2,221,277 | | | | | | 1,104,310 | | | | | | 16,000 | | |
Name(1)
|
| |
Fees Earned or
Paid in Cash |
| |
Stock
Awards ($)(2) |
| |
Total
|
| |||||||||
Deborah Borg
|
| | | $ | 80,000 | | | | | $ | 95,000 | | | | | $ | 175,000 | | |
Mark Bye
|
| | | $ | 95,000 | | | | | $ | 95,000 | | | | | $ | 190,000 | | |
Jeffrey K. Keenan
|
| | | $ | 100,000 | | | | | $ | 95,000 | | | | | $ | 195,000 | | |
Marco Levi
|
| | | $ | 90,000 | | | | | $ | 95,000 | | | | | $ | 185,000 | | |
Kimberly E. Ritrievi, ScD
|
| | | $ | 110,000 | | | | | $ | 95,000 | | | | | $ | 205,000 | | |
John D. Rogers
|
| | | $ | 160,000 | | | | | $ | 95,000 | | | | | $ | 255,000 | | |
Anderson D. Warlick
|
| | | $ | 100,000 | | | | | $ | 95,000 | | | | | $ | 195,000 | | |
|
•
Director skills and experience cover a well-rounded range of topics and issues
•
88% of directors are independent (all except CEO)
•
Annual Board and committee evaluations
•
Regular executive sessions of independent directors
•
Executive officer and non-employee director stock ownership guidelines
•
No stockholder rights plan
•
Active oversight of enterprise risk management
|
| |
•
Mandatory director retirement age of 72
•
Hedging or pledging Company equity, directly or indirectly, is prohibited for directors and key executives, and all other employees are strongly discouraged from engaging in similar transactions
•
Policy on Orientation and Continuing Education for Board members, including training in compliance programs
•
Membership for each director in the National Association of Corporate Directors (NACD)
|
|
| Deborah Borg | | | Mark L. Bye | |
| Jeffrey J. Keenan | | | Marco Levi | |
| Kimberly E. Ritrievi | | | John D. Rogers | |
| Anderson D. Warlick | | | | |
|
Members
|
| |
Principal Functions
|
| |
Meetings
in 2021 |
|
|
Audit Committee Kimberly E. Ritrievi (Chair)
Mark L. Bye John D. Rogers Jeffrey J. Keenan No member serves on the audit committee of more than three public companies, including the Company’s Audit Committee. |
| |
•
Appointment of outside auditors to audit the records and accounts of the Company
|
| |
7
|
|
|
•
Retain and compensate outside auditors
|
| | | | |||
|
•
Review scope of audits, provide oversight in connection with internal control, financial reporting and disclosure systems
|
| | | | |||
|
•
Monitor the Company’s compliance with legal and regulatory requirements
|
| | | | |||
|
•
The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Audit Committee Report”
|
| | | | |||
|
Compensation Committee Anderson D. Warlick (Chair)
Deborah Borg Marco Levi Kimberly Ritrievi |
| |
•
Evaluate and approve executive officer compensation
|
| |
4
|
|
|
•
Review compensation strategy, plans and programs and evaluate related risk
|
| | | | |||
|
•
Evaluate and make recommendations on director compensation
|
| | | | |||
|
•
The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Compensation Discussion & Analysis”
|
| | | | |||
|
Nominating & Governance Committee
Jeffrey J. Keenan (Chair) Mark L. Bye Marco Levi Anderson D. Warlick |
| |
•
Review and recommend to the Board candidates for election by stockholders or to fill any vacancies on the Board; evaluate stockholder nominees
|
| |
1
|
|
|
•
Oversee the Board, committee and individual director evaluation processes
|
| | | | |||
|
•
Evaluate, monitor and recommend changes in the Company’s governance policies
|
| | | | |||
|
•
Oversee and report to the Board on the succession planning process with respect to directors and the Chief Executive Officer, including review of a transition plan in the event of an unexpected departure or incapacity of the Chief Executive Officer
|
| | | |
| | |
2021
|
| |
2020
|
| ||||||
Audit Fees(1)
|
| | | | 3,695,561 | | | | | $ | 1,970,208 | | |
Audit-Related Fees(2)
|
| | | | 0 | | | | | | 12,810 | | |
Total Audit and Audit-Related Fees
|
| | |
|
3,695,561
|
| | | |
|
1,983,018
|
| |
Tax Compliance Services(3)
|
| | | | 147,939 | | | | | | 112,629 | | |
Tax Consulting and Planning Services(4)
|
| | | | 2,480,944 | | | | | | 541,615 | | |
Total Tax Fees
|
| | |
|
2,628,883
|
| | | |
|
654,244
|
| |
All Other Fees(5)
|
| | | | 1,895 | | | | | | 1,895 | | |
Total Fees
|
| | | | 6,326,339 | | | | | $ | 2,639,157 | | |
| |
What We Do:
|
| | ||||
| |
✓
|
| | |
Pay-for-performance.
|
| |
| |
✓
|
| | |
Linkage between quantitative performance measures and operating objectives.
|
| |
| |
✓
|
| | |
“Double trigger” in the event of a change-in-control other than with respect to a grandfathered compensation arrangement.
|
| |
| |
✓
|
| | |
Independent compensation consultant.
|
| |
| |
✓
|
| | |
Stock ownership guidelines.
|
| |
| |
✓
|
| | |
Clawback policy.
|
| |
| |
✓
|
| | |
Annual risk assessment.
|
| |
| |
✓
|
| | |
Annual peer group review.
|
| |
| |
What We Don’t Do:
|
| | ||||
| |
×
|
| | |
No change-in-control tax gross-ups.
|
| |
| |
×
|
| | |
The Company does not re-price stock options or buy-back equity grants.
|
| |
| |
×
|
| | | The Company does not allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities. | | |