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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously by written preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect eight (8) directors of the Company to hold office for one year or until their successors are duly elected and qualified.
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2.
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To hold an advisory vote to approve the compensation of the Company’s named executive officers.
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3.
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To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2020.
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4.
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To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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In order that your shares of Common Stock may be represented at the Annual Meeting, you are requested to vote your proxy using one of the following methods:
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using the internet at
www.proxyvote.com |
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call the number included on your proxy card or notice
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mail your signed proxy or
voting instruction form |
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scan this QR code
to vote with your mobile device |
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Proposal
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Board Voting
Recommendation: |
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Page Reference
(for more detail): |
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Proposal 1: Election of directors
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For
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Proposal 2: Advisory vote to approve the compensation of the named executive officers
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For
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Proposal 3: Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2020
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For
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Name
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Age
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Positions and
Offices with Company |
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First Year
As Company Director |
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Paula H. J. Cholmondeley
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72
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Director
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2004
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Donald DeFosset
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71
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Director
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1999
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John L. Garrison, Jr.
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59
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Chairman, President and Chief Executive Officer
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2015
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Thomas J. Hansen
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71
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Director
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2008
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Raimund Klinkner
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55
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Director
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2012
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Sandie O’Connor
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53
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Director
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2020
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Andra Rush
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59
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Director
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2017
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David A. Sachs
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60
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Lead Director
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1992
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Director
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CEO
Experience |
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Capital
Markets or Public Company CFO Experience |
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Industry/
Manufacturing |
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International
Business |
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Institutional
Knowledge |
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General
Financial Acumen |
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Corporate
Governance/ Board Experience |
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Independent
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Paula H. J. Cholmondeley
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Donald DeFosset
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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John L. Garrison, Jr.
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✔
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✔
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✔
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✔
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✔
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Thomas J. Hansen
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✔
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✔
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✔
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✔
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✔
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✔
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Raimund Klinkner
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✔
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✔
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✔
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✔
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✔
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✔
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Sandie O’Connor
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✔
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✔
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✔
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✔
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✔
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Andra Rush
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✔
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✔
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✔
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✔
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✔
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David A. Sachs
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✔
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✔
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✔
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✔
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✔
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✔
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(i)
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whether the director or any of his or her immediate family members is or was within the past five years an officer of the Company;
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(ii)
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whether the director is or was within the past five years an employee of the Company;
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(iii)
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whether the director or any of his or her immediate
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(iv)
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whether the director or any of his or her immediate family members is or was within the past five years part of an interlocking directorate in which an executive officer of the Company serves or served on the compensation committee of a company that concurrently employs or employed the director or any of his or her immediate family members;
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(v)
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whether the director is an executive officer, a partner, member, of counsel or beneficial owner of more than ten percent (10%) of the equity interest of a customer of, or a supplier of goods or services (including, without limitation, any investment banking firm or law firm) to, the Company where the amount involved in any of the last three fiscal years exceeds certain thresholds;
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(vi)
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whether the director is an executive officer, a partner or beneficial owner of more than ten percent (10%) of the equity interest of a company to which the Company
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(vii)
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whether the director is an executive officer, a partner or beneficial owner of more than ten percent (10%) of the equity interest of a company which was indebted to the Company;
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(viii)
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whether the director or any of his or her immediate family members was indebted to the Company, other than in the ordinary course of business of the Company and the business of the director or the member of his or her immediate family, as applicable, at the end of any fiscal quarter during the Company’s most recently completed fiscal year or current fiscal year in an amount in excess of $100,000 at the end of such fiscal year;
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(ix)
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whether the director is affiliated with a tax exempt entity that within the preceding three years received the greater of (x) $1 million or (y) two percent (2%) of its consolidated gross revenues from the Company (based on the tax exempt entity’s most recently completed fiscal year);
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(x)
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whether the director or any of his or her immediate family members is during the current fiscal year or was during the most recently completed fiscal year a party to a transaction or series of similar transactions with the Company or its subsidiaries (excluding director fees,
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(xi)
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whether the director or any of his or her immediate family members received more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service within the past three years; and
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(xii)
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whether the director has any other relationships with the Company or the members of management of the Company that the Board has determined to be material and which are not described in (i) through (xi) above.
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Name of Director
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Audit
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Compensation
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Governance and
Nominating |
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Paula H.J. Cholmondeley
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Donald DeFosset
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Thomas J. Hansen
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Raimund Klinkner
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Andra Rush
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Scott W. Wine*
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Committee Chair
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Member
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*
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Mr. Wine is not standing for re-election.
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Committee/Board Position*
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Retainer
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Non-Executive Chairman/Lead Director
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$50,000
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Audit Committee Chair
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$35,000
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Compensation Committee Chair
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$35,000
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Governance and Nominating Committee Chair
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$20,000
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Audit Committee Member
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$10,000
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Compensation Committee Member
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$10,000
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Governance and Nominating Committee Member
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$7,500
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*
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A Committee Chair shall only receive a committee chair retainer and not a committee member retainer as a result of chairing a committee. In the event the Non-Executive Chairman/Lead Director serves on any committees as either a committee chair or committee member, the Non-Executive Chairman/Lead Director will not be eligible to receive any committee retainer other than the Non-Executive Chairman/Lead Director retainer.
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Name
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Fees
Earned or Paid in Cash ($) |
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Stock
Awards ($)(1)(2) |
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Option
Awards ($) |
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Non-Equity
Incentive Plan Compensation ($) |
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Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
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All Other
Compensation ($)(3) |
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Total
($) |
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Paula H. J. Cholmondeley
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$242,500
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0
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0
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0
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0
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0
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$242,500
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Donald DeFosset
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$30,000
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$225,000
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0
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0
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0
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0
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$255,000
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Thomas J. Hansen
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$155,000
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$112,500
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0
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0
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0
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0
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$267,500
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Matthew Hepler
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$100,004
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$134,996
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0
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0
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0
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0
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$235,000
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Raimund Klinkner
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$245,000
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0
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0
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0
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0
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0
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$245,000
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Andra Rush
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$110,004
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$134,996
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0
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0
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0
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0
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$245,000
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David A. Sachs
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$50,000
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$225,000
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0
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0
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0
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$1,000
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$276,000
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David C. Wang
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$17,500
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$225,000
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0
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0
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0
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0
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$242,500
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Scott W. Wine
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$42,500
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$225,000
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0
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0
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0
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0
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$267,500
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(1)
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See Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for a detailed description of the assumptions that the Company used in determining the dollar amounts recognized for financial statement reporting purposes of its stock awards.
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(2)
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The grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 is the following: Mr. DeFosset, $225,000 (annual retainer paid on May 17, 2019); Mr. Hansen, $112,500 (portion of annual retainer paid on May 17, 2019); Mr. Hepler $134,996 (portion of annual retainer paid on May 17, 2019); Ms. Rush $134,996 (portion of annual retainer paid on May 17, 2019); Mr. Sachs, $225,000 (annual retainer paid on May 17, 2019); Mr. Wang, $225,000 (annual retainer paid on May 17, 2019); and Mr. Wine, $225,000 (annual retainer paid on May 17, 2019).
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(3)
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The amount listed in the All Other Compensation Column is the amount of the charitable contribution made by the Company on behalf of the director in accordance with the Company’s charitable gift matching program.
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NAME AND ADDRESS OF BENEFICIAL OWNER(1)
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AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(2) |
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PERCENT
OF CLASS |
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BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
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7,542,992(3)
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10.8%
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The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
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7,260,509(4)
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10.4%
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PZENA Investment Management, LLC
320 Park Avenue, 8th Floor New York, NY 10022 |
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4,511,045(5)
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6.4%
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TIAA-CREF Investment Management, LLC
730 Third Avenue New York, NY 10017 |
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4,218,161(6)
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6%
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Paula H. J. Cholmondeley
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31,425
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*
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Donald DeFosset
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147,238
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*
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John L. Garrison
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996,458
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1.4%
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Thomas J. Hansen
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45,787
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*
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Raimund Klinkner
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21,669
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*
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Andra Rush
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18,904
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*
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David A. Sachs
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459,745(7)
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*
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Scott W. Wine
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93,209
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*
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John D. Sheehan
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294,612
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*
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Eric I Cohen
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157,623
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*
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Stoyan (Steve) Filipov
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90,894(8)
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*
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Kieran Hegarty
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226,927
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*
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Matthew Fearon
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90,076
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*
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Amy George
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127,756
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*
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All directors and executive officers as a group (13 persons)
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2,614,588
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3.7%
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*
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Amount owned does not exceed one percent (1%) of the class so owned.
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(1)
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Unless indicated otherwise, each person’s principal address is c/o Terex Corporation, 200 Nyala Farm Road, Westport, CT 06880.
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(2)
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Certain executive officers and directors maintain margin securities accounts, and the positions held in such margin accounts, which may from time to time include shares of Common Stock, are pledged as collateral security for the repayment of debit balances, if any, in the accounts. At March 1, 2020, no executive officer or director had a debit balance in such accounts.
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(3)
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BlackRock, Inc. (“BlackRock”) filed a Schedule 13G, dated February 3, 2020, disclosing the beneficial ownership of 7,542,992 shares of Common Stock. This includes BlackRock having sole voting power over 7,386,995 shares of Common Stock and sole dispositive power over 7,542,992 shares of Common Stock.
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(4)
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The Vanguard Group (“Vanguard”) filed a Schedule 13G, dated February 10, 2020, disclosing the beneficial ownership of 7,260,509 shares of Common Stock. This includes Vanguard having sole voting power over 118,736 shares of Common Stock, shared voting power over 17,034 shares of Common Stock, sole dispositive power over 7,135,997 shares of Common Stock and shared dispositive power over 124,512 shares of Common Stock..
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(5)
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PZENA Investment Management, LLC (“Pzena”) filed a Schedule 13G, dated January 27, 2020, disclosing the aggregate beneficial ownership of 4,511,045 shares of Common Stock. This includes Pzena having sole voting power over 3,795,633 shares of Common Stock and sole dispositive power over 4,511,045 shares of Common Stock.
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(6)
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TIAA-CREF Investment Management, LLC (“TIAA-CREF”), College Retirement Equities Fund-Stock Account (“CREF Stock Account”) and Teachers Advisors, LLC (“Advisors”) jointly filed Schedule 13G, dated February 14, 2020, disclosing beneficial ownership of 4,218,161 shares of Common Stock. This includes TIAA-CREFF having sole voting power over 3,418,850 shares of Common Stock and sole dispositive power over 3,418,850 shares of Common Stock; CREF Stock Account having shared voting power over 3,383,063 shares of Common Stock and shared dispositive power over 3,383,063 shares of Common Stock; and Advisors having sole voting power over 799,311 shares of Common Stock and sole dispositive power over 799,311 shares of Common Stock.
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(7)
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Includes 10,550 shares of Common Stock owned by Mr. Sachs’ wife. Mr. Sachs disclaims the beneficial ownership of such shares. Includes 20,000 shares of Common Stock owned by a family limited liability company.
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(8)
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Amount shown for Mr. Filipov is his total beneficial ownership of Common Stock as of February 1, 2020.
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•
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be competitive with peers to effectively attract and retain talented executives;
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•
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achieve a balance between short-term and long-term compensation;
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•
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align executive pay with Company and stockholder performance;
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•
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foster an ownership culture through the use of equity awards in order to align the interests of executives and stockholders; and
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•
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address the volatility and cyclicality of the Company’s business and industry.
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✔
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Return on invested capital, as adjusted for certain unusual and non-recurring items, increased to 17.6% in 2019.
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✔
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Free cash flow increased in 2019 by approximately $70 million as compared to 2018.
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✔
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Total CEO compensation decreased 13% in 2019 as compared to 2018 (26% as compared to 2017).
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✔
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CEO stock award values decreased 7% in 2019 as compared to 2018 (14% as compared to 2017).
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✔
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CEO annual incentive compensation decreased 52% in 2019 as compared to 2018 (61% as compared to 2017).
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✔
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Our executive compensation program design has resulted in a strong correlation between the Company’s total stockholder return and the total realized compensation of the Company’s CEO during the last three fiscal years.
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*
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Total Realized Compensation represents: Total compensation, as determined under applicable SEC rules, minus (1) the aggregate grant date fair value of performance-based restricted stock awards that have either been forfeited or whose performance has not yet been achieved and (2) the year-over-year change in pension value and nonqualified deferred compensation earnings, plus (3) the grant date fair value of the performance-based restricted stock awards earned (included in the year earned) and (4) the earnings of options exercised in the year exercised. The Committee believes it is important to compare the Company’s performance with the CEO’s total realized compensation because the total compensation amount included in the Summary Compensation Table includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized.
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**
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Total Stockholder Return represents the change in market value of $100, including reinvestment of dividends, invested in Terex stock for the period commencing
December 31, 2016 through December 31, 2019.
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✔
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As the Company’s overall operating results were below the Committee’s expectations, the annual incentive payouts to the Named Executive Officers for 2019 were approximately 58% of target.
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✔
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The compensation granted in 2019 to the Named Executive Officers was predominantly performance-based and/or linked to the Company’s equity performance.
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✔
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The strong performance orientation of the executive compensation program and the rigor of the performance goals set by the Committee has resulted in the forfeiture of previously granted equity awards:
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✔
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Net amount of approximately $1.6 million in stock awards granted in 2016, 2017 and 2018 were forfeited in 2019 by the Company’s CEO and net amount of approximately $0.9 million in stock awards granted in 2016, 2017 and 2018 were forfeited in 2019 by the other Named Executive Officers as a result of the Company’s failure to achieve performance targets set by the Committee.
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✔
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Net amount of approximately $2.7 million in stock awards granted in 2017, 2018 and 2019 were forfeited in 2020 by the Company’s CEO and net amount of approximately $2.2 million in stock awards granted in 2017, 2018 and 2019 were forfeited in 2019 by the other Named Executive Officers as a result of the Company’s failure to achieve performance targets set by the Committee.
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✔
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The Company continued its long-standing engagement efforts with its stockholders both during and outside of the proxy season.
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✔
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The Committee Chairman conducted discussions with four of the Company’s largest stockholders (accounting for approximately 10% of the Company’s outstanding shares) in the first quarter of 2019 to discuss the Company’s executive compensation program as part of its shareholder outreach program.
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✔
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The Committee Chairman conducted discussions with four of the Company’s largest stockholders (accounting for approximately 17% of the Company’s outstanding shares) in the first quarter of 2020 to discuss the Company’s executive compensation program as part of its annual shareholder outreach program.
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✔
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Additionally, all Company’s stockholders are given the opportunity to participate in a virtual stockholder forum on compensation matters prior to each year’s annual meeting of stockholders to ask questions of the Committee’s chairperson and provide feedback on the Company’s executive compensation program.
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✔
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The Company’s CEO and Investor Relations team engages in frequent communication with the Company’s stockholders and analysts.
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✔
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Based on feedback from the Company’s stockholders, one of the annual incentive compensation qualitative targets for 2019 for Mr. Garrison was based on health, safety and environment (HSE) improvements.
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•
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having comparable revenues, assets and market capitalization as the Company;
|
•
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being from a similar industry with which the Company competes for executives; and
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•
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being a manufacturing corporation that may not be in the same industry as the Company but that provides similar returns to their stockholders (collectively, the “Benchmark Companies”).
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Peer Group
|
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|
AGCO Corporation
American Axle & Manufacturing Holdings, Inc. Carlisle Companies Inc. Crane Company Dana Incorporated |
| |
Dover Corporation
Flowserve Corporation Hubbell Inc. Lennox International Inc. The Manitowoc Company, Inc. Meritor Inc. |
| |
Navistar
International Corporation Oshkosh Corporation Pentair Ltd. Rockwell Automation, Inc. Roper Technologies Inc. |
| |
Timken Company
Trinity Industries Inc. United Rentals, Inc. Westinghouse Air Brake Technologies Corporation |
|
|
Named Executive Officer
|
| |
Annual Salary
($) |
| |
Target Ownership Level Guideline
(# times base salary) |
| |
Total Stock
Ownership ($) |
| |
Total Stock Ownership
versus Annual Salary (#) |
|
|
John L. Garrison
|
| |
$975,000
|
| |
6.0 times
|
| |
$16.3 million
|
| |
16.8 times
|
|
|
John D. Sheehan
|
| |
$679,575
|
| |
3.0 times
|
| |
$4.5 million
|
| |
6.7 times
|
|
|
Kieran Hegarty
|
| |
$453,520*
|
| |
2.5 times
|
| |
$4.3 million
|
| |
9.4 times
|
|
|
Matthew Fearon
|
| |
$527,978
|
| |
2.5 times
|
| |
$1.9 million
|
| |
3.6 times
|
|
|
Amy George
|
| |
$435,000
|
| |
2.0 times
|
| |
$2.8 million
|
| |
6.5 times
|
|
*
|
Mr. Hegarty received his 2019 salary in Pounds Sterling. Amount shown is converted into U.S. Dollars at an average rate of £1.00 = $1.2751.
|
|
Named Executive Officer
|
| |
Base Salary Effective April 1, 2019
|
| |
Prior Base Salary
|
|
|
John L. Garrison
|
| |
$975,000
|
| |
$950,000
|
|
|
John D. Sheehan
|
| |
$679,575
|
| |
$663,000
|
|
|
Kieran Hegarty*
|
| |
$453,520
|
| |
$412,291
|
|
|
Matthew Fearon
|
| |
$527,978
|
| |
$515,100
|
|
|
Amy George
|
| |
$407,418**
|
| |
$395,551
|
|
|
Eric I Cohen
|
| |
$594,140
|
| |
$579,649
|
|
|
Steve Filipov
|
| |
$591,858
|
| |
$591,858
|
|
*
|
Mr. Hegarty received his 2019 salary in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751.
|
**
|
In connection with Ms. George’s promotion to Senior Vice President, Chief Human Resources Officer, her base salary was increased in December 2019 to $435,000. The Committee believed this salary increase was appropriate due to the increased responsibility of her new position.
|
|
25%
|
| |
75%
|
| |||||||||||||||
|
NWC Achievement %
|
| |
|
| |
|
| |
|
| |||||||||
|
Q1
|
| |
Q2
|
| |
Q3
|
| |
Q4
|
| |
NWC Payout
Matrix % * |
| |
Operating Earnings
Achievement ($ millions) |
| |
Operating Earnings
Payout Matrix%* |
|
|
23.6%
|
| |
19.5%
|
| |
20.7%
|
| |
23.0%
|
| |
0%
|
| |
Less than $323
|
| |
0%
|
|
|
22.6%
|
| |
18.5%
|
| |
19.7%
|
| |
22.0%
|
| |
25%
|
| |
$323
|
| |
25%
|
|
|
21.6%
|
| |
17.5%
|
| |
18.7%
|
| |
21.0%
|
| |
50%
|
| |
$369
|
| |
50%
|
|
|
20.6%
|
| |
16.5%
|
| |
17.7%
|
| |
20.0%
|
| |
75%
|
| |
$415
|
| |
75%
|
|
|
19.6%
|
| |
15.5%
|
| |
16.7%
|
| |
19.0%
|
| |
100%
|
| |
$461
|
| |
100%
|
|
|
18.6%
|
| |
14.5%
|
| |
15.7%
|
| |
18.0%
|
| |
125%
|
| |
$508
|
| |
150%
|
|
|
17.6%
|
| |
13.5%
|
| |
14.7%
|
| |
17.0%
|
| |
150%
|
| |
$554 or more
|
| |
200%
|
|
|
16.6%
|
| |
12.5%
|
| |
13.7%
|
| |
16.0%
|
| |
175%
|
| |
|
| |
|
|
|
15.6%
|
| |
11.5%
|
| |
12.7%
|
| |
15.0%
|
| |
200%
|
| |
|
| |
|
|
*
|
Results between the thresholds will be interpolated.
|
|
Name
|
| |
Amount for
Achievement of NWC |
| |
Amount for
Achievement of Operating Earnings |
| |
Amount for
Achievement of Qualitative Targets |
| |
Total Annual
Incentive Amount |
|
|
John D. Sheehan
|
| |
$ 64,340
|
| |
$127,059
|
| |
$106,323
|
| |
$297,723
|
|
|
Kieran Hegarty
|
| |
$ 42,229
|
| |
$83,395
|
| |
$66,503
|
| |
$192,128
|
|
|
Matthew Fearon
|
| |
$ 49,987
|
| |
$98,715
|
| |
$67,976
|
| |
$216,679
|
|
|
Amy George
|
| |
$ 26,300
|
| |
$51,938
|
| |
$46,418
|
| |
$124,657
|
|
*
|
Mr. Hegarty received his 2019 annual incentive award in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751.
|
|
Performance Measure
|
| |
Weighting of the
Qualitative Target (%) |
| |
Goals
|
|
|
ESG
|
| |
15%
|
| |
Complete mile marker 3 on eight business specific serious injury and fatality roadmaps. Reduce the Company’s total recordable incident rate to less than 2.23 and the Company’s lost time rate to less than 0.48. Complete targeted health, safety and environment improvements.
|
|
|
Focus
|
| |
20%
|
| |
Successfully complete the exiting of the Company’s mobile cranes businesses in Germany and North America.
|
|
|
Simplify and Execute to Win
|
| |
40%
|
| |
Implement standardized plant operational and financial metrics reporting which is used by operational leadership to drive the operational performance of the Company’s manufacturing facilities. Execute strategic sourcing, commercial excellence and life cycle solutions initiatives.
|
|
|
Talent Development
|
| |
25%
|
| |
Develop and implement the required organizational design modifications to address the changes in the business portfolio. Develop short and long term succession plans and organizational opportunities for key positions in the Company. Continue team member training, including early talent programs. Achieve women at Terex targets (1% increase at leader level, 0.5% increase in operational roles and 0.5% increase overall).
|
|
|
Quantitative Annual Incentive Goal
|
| |
Quantitative
Annual Incentive Target Amount |
| |
Amount for Achievement
of Quantitative Targets |
|
|
NWC
|
| |
$242,209
|
| |
$153,803
|
|
|
Operating Earnings
|
| |
$726,627
|
| |
$303,730
|
|
|
Total
|
| |
$968,836
|
| |
$457,533
|
|
|
Qualitative Annual Incentive Goal
|
| |
Qualitative
Annual Incentive Target Amount |
| |
Amount for Achievement
of Qualitative Targets |
|
|
Safety
|
| |
$36,331
|
| |
$36,331
|
|
|
Focus
|
| |
$48,442
|
| |
$48,442
|
|
|
Simplify and Execute to Win
|
| |
$96,884
|
| |
$96,884
|
|
|
Talent Development
|
| |
$60,552
|
| |
$60,552
|
|
|
Total
|
| |
$242,209
|
| |
$242,209
|
|
|
Long-Term Incentive Awards
|
| ||||||
|
Named Executive Officer
|
| |
Performance-Based
|
| |
Time-Based
|
|
|
John L. Garrison
|
| |
65%
|
| |
35%
|
|
|
John D. Sheehan
|
| |
65%
|
| |
35%
|
|
|
Kieran Hegarty
|
| |
65%
|
| |
35%
|
|
|
Matthew Fearon
|
| |
65%
|
| |
35%
|
|
|
Amy George
|
| |
65%
|
| |
35%
|
|
|
Eric I Cohen
|
| |
65%
|
| |
35%
|
|
|
TSR Award
|
| ||||||
|
|
| |
Performance
|
| |
Payout
|
|
|
Below Threshold
|
| |
< 30th Percentile
|
| |
0%
|
|
|
Threshold
|
| |
30th Percentile
|
| |
25%
|
|
|
Target
|
| |
50th Percentile
|
| |
100%
|
|
|
Maximum
|
| |
≥ 80th Percentile
|
| |
200%
|
|
|
NAME
|
| |
AGE
|
| |
POSITIONS AND OFFICES WITH COMPANY
|
|
|
John L. Garrison, Jr.
|
| |
59
|
| |
Chairman, President and Chief Executive Officer
|
|
|
John D. Sheehan
|
| |
59
|
| |
Senior Vice President and Chief Financial Officer
|
|
|
Matthew Fearon
|
| |
58
|
| |
President, Terex Aerial Work Platforms
|
|
|
Amy George
|
| |
58
|
| |
Senior Vice President Human Resources, Chief Human Resources Officer
|
|
|
Kieran Hegarty
|
| |
53
|
| |
President, Terex Materials Processing
|
|
|
Scott Posner
|
| |
45
|
| |
Senior Vice President, General Counsel and Secretary
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2)(3) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
Change in Pension
Value and Nonqualifed Deferred Compensation Earnings ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
|
|
John L. Garrison
|
| |
2019
|
| |
$967,788
|
| |
0
|
| |
$6,295,656
|
| |
0
|
| |
$699,742
|
| |
0
|
| |
$369,416
|
| |
$8,332,602
|
|
|
Chairman, President and
|
| |
2018
|
| |
$935,577
|
| |
0
|
| |
$6,741,994
|
| |
0
|
| |
$1,469,800
|
| |
0
|
| |
$482,329
|
| |
$9,629,700
|
|
|
Chief Executive Officer
|
| |
2017
|
| |
$900,000
|
| |
$900,000
|
| |
$7,334,348
|
| |
0
|
| |
$1,777,680
|
| |
$107
|
| |
$294,347
|
| |
$11,206,482
|
|
|
John D. Sheehan
|
| |
2019
|
| |
$674,794
|
| |
0
|
| |
$2,046,088
|
| |
0
|
| |
$297,723
|
| |
0
|
| |
$222,737
|
| |
$3,241,342
|
|
|
Senior Vice President
|
| |
2018
|
| |
$659,250
|
| |
0
|
| |
$1,970,750
|
| |
0
|
| |
$620,537
|
| |
0
|
| |
$212,977
|
| |
$3,463,514
|
|
|
and Chief Financial Officer
|
| |
2017
|
| |
$530,000
|
| |
0
|
| |
$3,558,138
|
| |
0
|
| |
$685,908
|
| |
0
|
| |
$411,661
|
| |
$5,185,707
|
|
|
Eric I Cohen
|
| |
2019
|
| |
$589,960
|
| |
0
|
| |
$1,170,185
|
| |
0
|
| |
$0
|
| |
$2,638,737
|
| |
$65,048
|
| |
$4,463,930
|
|
|
Former Senior Vice President,
|
| |
2018
|
| |
$576,370
|
| |
0
|
| |
$1,238,035
|
| |
0
|
| |
$542,524
|
| |
$953,776
|
| |
$70,525
|
| |
$3,381,230
|
|
|
Secretary and General Counsel
|
| |
2017
|
| |
$568,283
|
| |
$568,283
|
| |
$1,321,846
|
| |
0
|
| |
$701,545
|
| |
$191,552
|
| |
$67,221
|
| |
$3,418,730
|
|
|
Steve Filipov
|
| |
2019
|
| |
$373,326
|
| |
0
|
| |
$0
|
| |
0
|
| |
$0
|
| |
$0
|
| |
$1,730,929
|
| |
$2,104,255
|
|
|
Former President, Terex Cranes
|
| |
2018
|
| |
$588,510
|
| |
0
|
| |
$1,238,035
|
| |
0
|
| |
$441,747
|
| |
$227,082
|
| |
$397,449
|
| |
$2,892,823
|
|
|
|
| |
2017
|
| |
$580,253
|
| |
$580,253
|
| |
$1,347,764
|
| |
0
|
| |
$716,322
|
| |
$214,986
|
| |
$199,485
|
| |
$3,639,063
|
|
|
Kieran Hegarty(7)
|
| |
2019
|
| |
$443,213
|
| |
0
|
| |
$1,259,131
|
| |
0
|
| |
$192,128
|
| |
0
|
| |
$72,493
|
| |
$1,966,965
|
|
|
President, Terex Materials
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Processing
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Matthew Fearon
|
| |
2019
|
| |
$524,263
|
| |
0
|
| |
$1,049,276
|
| |
0
|
| |
$216,679
|
| |
0
|
| |
$176,134
|
| |
$1,966,352
|
|
|
President, Terex Aerial
|
| |
2018
|
| |
$513,629
|
| |
0
|
| |
$1,010,641
|
| |
0
|
| |
$483,269
|
| |
0
|
| |
$199,940
|
| |
$2,207,479
|
|
|
Work Platforms
|
| |
2017
|
| |
$510,000
|
| |
$510,000
|
| |
$1,140,416
|
| |
0
|
| |
$629,595
|
| |
$655
|
| |
$125,968
|
| |
$2,916,634
|
|
|
Amy George
|
| |
2019
|
| |
$404,754
|
| |
0
|
| |
$415,042
|
| |
0
|
| |
$124,657
|
| |
0
|
| |
$56,827
|
| |
$1,001,280
|
|
|
Senior Vice President Human Resources,
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Chief Human Resources Officer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
The 2017 amounts for Messrs. Garrison, Cohen, Filipov and Fearon reflect retention bonuses granted in the first quarter of 2016 in response to the uncertainties of the original Konecranes merger of equals transaction and the Zoomlion unsolicited all cash offer. These bonuses were paid in the fourth quarter of 2017.
|
(2)
|
See Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for a detailed description of the assumptions that the Company used in determining the dollar amounts recognized for financial statement reporting purposes of its stock awards.
|
(3)
|
The amounts listed in the Stock Awards column are the aggregate grant date fair value amounts computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The amounts listed in the Stock Awards column include awards that are subject to performance conditions. For the 2019 awards, if the maximum performance is achieved, the stock award amounts for Messrs. Garrison, Sheehan, Cohen, Hegarty and Fearon and Ms. George would be $10,491,313, $3,409,677, $1,971,342, $2,098,263 $1,748,552 and $691,642, respectively.
|
(4)
|
The 2019, 2018 and 2017 amounts for Messrs. Garrison, Sheehan, and Fearon, the 2018 and 2017 amounts for Messrs. Cohen and Filipov, and the 2019 amounts for Mr. Hegarty and Ms. George, as applicable, reflect annual incentive awards earned during fiscal years 2019, 2018 and 2017, respectively, under the Omnibus Plan.
|
(5)
|
The amount in this column for Messrs. Cohen and Filipov reflects the actuarial increase in the present value of their benefits under all defined benefit pension plans. The actuarial change in value of the benefits under all defined benefit plans for Mr. Filipov was ($1,423,732) and is reflected as $0 in accordance with SEC rules. No Named Executive Officer received preferential or above-market earnings on deferred compensation in 2019.
|
(6)
|
As part of its competitive compensation program, the Company in 2019 provided its Named Executive Officers with certain perquisites and other personal benefits. The amounts listed below are the aggregate incremental cost of the benefits and perquisites paid by the Company. The aggregate incremental cost to the Company is computed as the actual out-of-pocket cost to the Company of supplying such perquisite. For example, the amount listed under the Company Paid Life Insurance column is the amount that the Company paid to a third party as a result of providing the life insurance to the Named Executive Officer. As part of their compensation, each of the Named Executive Officers in 2019 received the benefits and perquisites listed in the table below:
|
|
Name
|
| |
Disability
Premiums |
| |
401(k) Matching
Contributions |
| |
Employee Stock
Purchase Plan Company Contributions |
| |
Company Paid
Life Insurance |
| |
Dividends on
Stock Awards* |
| |
Other**
|
| |
Total
|
|
|
John L. Garrison
|
| |
$1,073
|
| |
$14,000
|
| |
0
|
| |
$2,592
|
| |
$106,179
|
| |
$245,572
|
| |
$369,416
|
|
|
John D. Sheehan
|
| |
$1,073
|
| |
$14,000
|
| |
0
|
| |
$2,592
|
| |
$38,538
|
| |
$166,534
|
| |
$222,737
|
|
|
Eric I Cohen
|
| |
$1,073
|
| |
$14,000
|
| |
0
|
| |
$2,592
|
| |
$19,748
|
| |
$27,635
|
| |
$65,048
|
|
|
Steve Filipov
|
| |
$1,073
|
| |
$14,000
|
| |
0
|
| |
$2,592
|
| |
$7,830
|
| |
$1,705,434
|
| |
$1,730,929
|
|
|
Kieran Hegarty
|
| |
$0
|
| |
$0
|
| |
0
|
| |
$1,471
|
| |
$17,740
|
| |
$53,282
|
| |
$72,493
|
|
|
Matthew Fearon
|
| |
$1,073
|
| |
$14,000
|
| |
0
|
| |
$2,592
|
| |
$16,566
|
| |
$141,903
|
| |
$176,134
|
|
|
Amy George
|
| |
$1,073
|
| |
$14,000
|
| |
$390
|
| |
$2,506
|
| |
$6,046
|
| |
$32,812
|
| |
$56,827
|
|
*
|
Dividends are received on time-based restricted stock awards and on performance-based stock only to the extent that awards have been earned.
|
**
|
The amount shown for Mr. Garrison consists of (i) $240,747 for the Company’s contribution to the DC SERP and (ii) $4,825 related to executive health benefits; the amount shown for Mr. Sheehan consists of (i) $128,033 for the Company’s contribution to the DC SERP and (ii) $33,676 for matching contributions to the Company’s Deferred Compensation Plan, and (iii) $4,825 related to executive health benefits; the amount shown for Mr. Cohen consists of (i) $22,810 for matching contribution to the Company’s ERISA Excess Plan and (ii) $4,825 related to executive health benefits; the amount shown for Mr. Filipov consists of (i) $194,506 related to housing and other cost of living expenses associated with being based in Switzerland and his relocation back to the United States, (ii) $866,679 for the payment of taxes as a result of his expatriate assignment, of which $351,347 is for the reimbursement of taxes; (iii) $3,016 for the reimbursement of Mr. Filipov’s children’s education, (iv) $30,678 for a vehicle allowance, (v) $20,877 for tax preparation services; (vi) $223,362 related to severance payments and (vii) $366,316 for a transition bonus; the amount shown for Mr. Hegarty consists of (i)$14,536 for a vehicle allowance, (ii) $37,983 for pension contributions and related payments; and (iii) $763 related to executive health benefits; the amount shown for Mr. Fearon consists of (i) $99,711 for the Company’s contribution to the DC SERP, (ii) $37,367 for matching contribution to the Company’s ERISA Excess Plan, and (iii) $4,825 related to executive health benefits; the amount shown for Ms. George consists of (i) $27,987 for matching contributions to the Company’s Deferred Compensation Plan and (ii) $4,825 related to executive health benefits.
|
(7)
|
Mr. Hegarty received his 2019 compensation in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751.
|
|
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards(4) |
| ||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||
|
John L. Garrison
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
62,370
|
| |
|
| |
|
| |
$2,100,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
14,479
|
| |
57,915
|
| |
115,830
|
| |
|
| |
|
| |
|
| |
$1,950,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
14,479
|
| |
57,915
|
| |
115,830
|
| |
|
| |
|
| |
|
| |
$2,245,656
|
|
|
|
| |
N/A
|
| |
$9,083
|
| |
$1,211,045
|
| |
$2,228,323
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
John D. Sheehan
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,270
|
| |
|
| |
|
| |
$682,500
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
4,706
|
| |
18,822
|
| |
37,644
|
| |
|
| |
|
| |
|
| |
$633,750
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
4,706
|
| |
18,822
|
| |
37,644
|
| |
|
| |
|
| |
|
| |
$729,838
|
|
|
|
| |
N/A
|
| |
$25,331
|
| |
$506,616
|
| |
$932,173
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Eric I Cohen
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,734
|
| |
|
| |
|
| |
$369,028
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2,956
|
| |
11,824
|
| |
23,648
|
| |
|
| |
|
| |
|
| |
$342,669
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2,956
|
| |
11,824
|
| |
23,648
|
| |
|
| |
|
| |
|
| |
$458,488
|
|
|
|
| |
N/A
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Kieran Hegarty
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,474
|
| |
|
| |
|
| |
$420,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2,896
|
| |
11,583
|
| |
23,166
|
| |
|
| |
|
| |
|
| |
$390,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2,896
|
| |
11,583
|
| |
23,166
|
| |
|
| |
|
| |
|
| |
$449,131
|
|
|
|
| |
N/A
|
| |
$17,283
|
| |
$345,656
|
| |
$636,007
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Matthew Fearon
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,395
|
| |
|
| |
|
| |
$350,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2.413
|
| |
9,653
|
| |
19,306
|
| |
|
| |
|
| |
|
| |
$325,000
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
2,413
|
| |
9,653
|
| |
19,306
|
| |
|
| |
|
| |
|
| |
$374,276
|
|
|
|
| |
N/A
|
| |
$19,680
|
| |
$393,602
|
| |
$724,228
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Amy George
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,112
|
| |
|
| |
|
| |
$138,443
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
955
|
| |
3,818
|
| |
7,636
|
| |
|
| |
|
| |
|
| |
$128,554
|
|
|
|
| |
3/12/2019
|
| |
|
| |
|
| |
|
| |
955
|
| |
3,818
|
| |
7,636
|
| |
|
| |
|
| |
|
| |
$148,045
|
|
|
|
| |
N/A
|
| |
$10,355
|
| |
$207,090
|
| |
$381,046
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
The target award levels established for the annual incentive program are established annually in the first quarter and are expressed as a percentage of the Named Executive Officer’s base salary. See “Compensation Discussion and Analysis” under the heading “Annual Incentive Program” for a description of the annual incentive bonus program. The amounts reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for awards under the annual incentive bonus program that were paid in March 2020, based on performance in 2019. Thus, the amounts shown in the “threshold, target and maximum” columns reflect the range of potential payouts when the target award levels were established in the first quarter of 2019. The actual amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
|
(2)
|
The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for performance share awards granted in 2019. The first performance share award is subject to the Company achieving certain ROIC targets and the second performance share award is subject to the Company achieving certain TSR targets. The performance share awards pay $0 for performance below threshold. These performance shares will vest in full in 2022 if the target performance criteria are satisfied. For a description of the process for determining target award levels and the terms of the performance share awards, please refer to “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such performance shares shall vest immediately. Dividends, if any, are paid on earned performance shares at the same rate as paid to all stockholders.
|
(3)
|
The amounts in this column reflect the time-based restricted stock awards granted in 2019. For a description of the process for determining award levels and the terms of such awards, see “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such restricted stock award shall vest immediately. Dividends, if any, are paid on restricted stock awards at the same rate as paid to all stockholders.
|
(4)
|
The grant date fair value of the equity awards granted in 2019 was calculated in accordance with ASC 718. For a description of the assumptions made in valuing the equity awards see Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
|
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
|
John L. Garrison
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
26,565(2)
|
| |
$791,106
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
41,833(3)
|
| |
$1,245,800
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
29,101(4)
|
| |
$866,642
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
23,839(5)
|
| |
$709,939
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
36,696(6)
|
| |
$1,092,807
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
17,880(7)
|
| |
$532,454
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
17,880 (8)
|
| |
$532,454
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
39,928(9)
|
| |
$1,189,053
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
13,548(10)
|
| |
$403,473
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
13,548(11)
|
| |
$403,473
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
13,548(12)
|
| |
$403,473
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
22,052(13)
|
| |
$656,707
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,065(14)
|
| |
$537,964
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,065(15)
|
| |
$537,964
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
63,080(16)
|
| |
$1,878,509
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,479(17)
|
| |
$431,178
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,479(18)
|
| |
$431,178
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,479(19)
|
| |
$431,178
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,479(20)
|
| |
$431,178
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,305(21)
|
| |
$574,903
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,305(22)
|
| |
$574,903
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,305(23)
|
| |
$574,903
|
|
|
John D. Sheehan
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
17,665(24)
|
| |
$526,064
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,572(2)
|
| |
$314,847
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,964(3)
|
| |
$266,957
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,236(4)
|
| |
$185,709
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,108(5)
|
| |
$152,130
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,863(6)
|
| |
$234,173
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,831(7)
|
| |
$114,097
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,831(8)
|
| |
$114,097
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
16,726(9)
|
| |
$498,111
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,056(10)
|
| |
$91,009
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,056(11)
|
| |
$91,009
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,056(12)
|
| |
$91,009
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,974(13)
|
| |
$148,129
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,075(14)
|
| |
$121,345
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,075(15)
|
| |
$121,345
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,501(16)
|
| |
$610,516
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,706(17)
|
| |
$140,133
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,706(18)
|
| |
$140,133
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,706(19)
|
| |
$140,133
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,706(20)
|
| |
$140,133
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,274(21)
|
| |
$186,844
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,274(22)
|
| |
$186,844
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,274(23)
|
| |
$186,844
|
|
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
|
Eric I Cohen
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,913(2)
|
| |
$205,863
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,861(3)
|
| |
$174,549
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,077(4)
|
| |
$121,425
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,340(5)
|
| |
$99,470
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,141(6)
|
| |
$153,113
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,505(7)
|
| |
$74,602
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,505(8)
|
| |
$74,602
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,508(9)
|
| |
$312,923
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(10)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(11)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(12)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,125(13)
|
| |
$93,056
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,560(14)
|
| |
$76,230
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,560(15)
|
| |
$76,230
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,879(16)
|
| |
$383,529
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,956(17)
|
| |
$88,032
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,956(18)
|
| |
$88,032
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,956(19)
|
| |
$88,032
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,956(20)
|
| |
$88,032
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,941(21)
|
| |
$117,376
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,941(22)
|
| |
$117,376
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,941(23)
|
| |
$117,376
|
|
|
Steve Filipov
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,406(5)
|
| |
$101,420
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,554(7)
|
| |
$76,065
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,554(8)
|
| |
$76,065
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(10)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(11)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,920(12)
|
| |
$57,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,560(14)
|
| |
$76,230
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,560(15)
|
| |
$76,230
|
|
|
Kieran Hegarty
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,964(2)
|
| |
$177,615
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,057(3)
|
| |
$150,591
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,518(4)
|
| |
$104,759
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,882(5)
|
| |
$85,817
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,436(6)
|
| |
$132,098
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,161(7)
|
| |
$64,363
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,161(8)
|
| |
$64,363
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9,435(9)
|
| |
$280,982
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,724(10)
|
| |
$51,338
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,724(11)
|
| |
$51,338
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,724(12)
|
| |
$51,338
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,806(13)
|
| |
$83,560
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,299(14)
|
| |
$68,451
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,299(15)
|
| |
$68,451
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,616(16)
|
| |
$375,702
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,896(17)
|
| |
$86,236
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,896(18)
|
| |
$86,236
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,896(19)
|
| |
$86,236
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,896(20)
|
| |
$86,236
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,861(21)
|
| |
$114,981
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,861(22)
|
| |
$114,981
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,861(23)
|
| |
$114,981
|
|
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
|
Matt Fearon
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,964(2)
|
| |
$177,615
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,057(3)
|
| |
$150,591
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,518(4)
|
| |
$104,759
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,882(5)
|
| |
$85,817
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,436(6)
|
| |
$132,098
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,161(7)
|
| |
$64,363
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,161(8)
|
| |
$64,363
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,578(9)
|
| |
$255,441
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,567(10)
|
| |
$46,671
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,567(11)
|
| |
$46,671
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,567(12)
|
| |
$46,671
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,551(13)
|
| |
$75,964
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,090(14)
|
| |
$62,228
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,090(15)
|
| |
$62,228
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,513(16)
|
| |
$313,085
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,413(17)
|
| |
$71,863
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,413(18)
|
| |
$71,863
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,413(19)
|
| |
$71,863
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,413(20)
|
| |
$71,863
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,218(21)
|
| |
$95,817
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,218(22)
|
| |
$95,817
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,218(23)
|
| |
$95,817
|
|
|
Amy George
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,034(2)
|
| |
$60,575
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,724(3)
|
| |
$51,342
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,199(4)
|
| |
$35,716
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
982(5)
|
| |
$29,258
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,512(6)
|
| |
$45,037
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
737(7)
|
| |
$21,944
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
737(8)
|
| |
$21,944
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,295(9)
|
| |
$98,123
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
602(10)
|
| |
$17,923
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
602(11)
|
| |
$17,923
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
602(12)
|
| |
$17,923
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
980(13)
|
| |
$29,172
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
802(14)
|
| |
$23,898
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
802(15)
|
| |
$23,898
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,159(16)
|
| |
$123,841
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
955(17)
|
| |
$28,425
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
955(18)
|
| |
$28,425
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
955(19)
|
| |
$28,425
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
955(20)
|
| |
$28,425
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,273(21)
|
| |
$37,901
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,273(22)
|
| |
$37,901
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,273(23)
|
| |
$37,901
|
|
(1)
|
Values based on the closing price of the Company’s Common Stock on the NYSE on December 31, 2019 of $29.78.
|
(2)
|
The shares of Restricted Stock vested on March 2, 2020.
|
(3)
|
The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its threshold ROIC for 2017. Based on the Company’s performance, each executive earned 171% of the initial performance award.
|
(4)
|
The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its threshold ROIC for 2018. Based on the Company’s performance, each executive earned 120% of the initial performance award.
|
(5)
|
The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target.
|
(6)
|
The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its target TSR percentile rank for 2017. Based on the Company’s performance, each executive earned 200% of the initial performance award.
|
(7)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019.
|
(8)
|
The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its threshold TSR percentile rank for the annual periods between January 1, 2017 and December 31, 2019. Based on the Company’s performance, each executive earned 61.8% of the initial performance award and forfeited the remaining 38.2% as the Company’s TSR performance was below the target.
|
(9)
|
The shares of Restricted Stock vest as follows: 1∕2 on March 8, 2020; and 1∕2 on March 8, 2021.
|
(10)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2019 through December 31, 2019 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award.
|
(11)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
|
(12)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2018 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
|
(13)
|
The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC because the Company exceeded its target ROIC for 2018. Based on the Company’s performance, each executive earned 120% of the initial performance award.
|
(14)
|
The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target.
|
(15)
|
The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2020. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2020 will be based upon the Company’s 2020 operating plan.
|
(16)
|
The shares of Restricted Stock vest as follows: 1∕3 on March 12, 2020; 1∕3 on March 12, 2021; and 1∕3 on March 12, 2022.
|
(17)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2019 through December 31, 2019 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award.
|
(18)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
|
(19)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2021 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
|
(20)
|
The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2019 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
|
(21)
|
The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target.
|
(22)
|
The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2020. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2020 will be based upon the Company’s 2020 operating plan.
|
(23)
|
The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2021. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2021 will be based upon the Company’s 2021 operating plan.
|
(24)
|
The shares of Restricted Stock vested on February 28, 2020.
|
|
|
| |
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 ($) |
|
|
John L. Garrison
|
| |
0
|
| |
0
|
| |
255,617
|
| |
$8,735,014
|
|
|
John D. Sheehan
|
| |
0
|
| |
0
|
| |
36,067
|
| |
$1,236,293
|
|
|
Eric I Cohen
|
| |
0
|
| |
0
|
| |
53,061
|
| |
$1,812,956
|
|
|
Steve Filipov
|
| |
0
|
| |
0
|
| |
87,192
|
| |
$2,772,374
|
|
|
Kieran Hegarty
|
| |
0
|
| |
0
|
| |
42,669
|
| |
$1,457,790
|
|
|
Matthew Fearon
|
| |
0
|
| |
0
|
| |
45,818
|
| |
$1,565,549
|
|
|
Amy George
|
| |
0
|
| |
0
|
| |
16,631
|
| |
$568,226
|
|
|
Name
|
| |
Plan Name
|
| |
Number of
Years Credited Service (#) |
| |
Present
Value of Accumulated Benefit ($) |
| |
Payments
During Last Fiscal Year ($) |
| |||
|
John L. Garrison
|
| |
Not Applicable
|
| |
0
|
| |
0
|
| |
0
|
| |||
|
John D. Sheehan
|
| |
Not Applicable
|
| |
0
|
| |
0
|
| |
0
|
| |
|
|
|
Eric I Cohen
|
| |
DB SERP
|
| |
20(1)
|
| |
$7,420,136
|
| |
0
|
| |||
|
Steve Filipov
|
| |
DB SERP
|
| |
20
|
| |
$2,659,909
|
| |
0
|
| |
|
|
|
Kieran Hegarty
|
| |
Not Applicable
|
| |
0
|
| |
0
|
| |
0
|
| |||
|
Matthew Fearon
|
| |
Not Applicable
|
| |
0
|
| |
0
|
| |
0
|
| |
|
|
|
Amy George
|
| |
Not Applicable
|
| |
0
|
| |
0
|
| |
0
|
|
(1)
|
Upon completing 15 years of service with the Company, Mr. Cohen was credited with an additional four years of service for benefit and vesting purposes.
|
|
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($)(2) |
| |
Aggregate
Earnings in Last FY ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($)(3) |
|
|
John L. Garrison
|
| |
$0
|
| |
$240,747
|
| |
$162,962
|
| |
0
|
| |
$1,765,143
|
|
|
John D. Sheehan
|
| |
$134,704
|
| |
$161,709
|
| |
$47,354
|
| |
0
|
| |
$668,394
|
|
|
Eric I Cohen
|
| |
$22,810
|
| |
$22,810
|
| |
$78,756
|
| |
0
|
| |
$382,411
|
|
|
Steve Filipov
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Kieran Hegarty
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Matthew Fearon
|
| |
$37,367
|
| |
$137,078
|
| |
$92,991
|
| |
0
|
| |
$1,179,013
|
|
|
Amy George
|
| |
$207,765
|
| |
$27,987
|
| |
$159,486
|
| |
0
|
| |
$2,014,995
|
|
(1)
|
The amounts shown in the “Executive Contributions in Last FY” column are included in the “Salary”, “Bonus” and/or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table above.
|
(2)
|
The amounts shown in the “Registrant Contributions in Last FY” column are included in the “All Other Compensation” column of the Summary Compensation Table above.
|
(3)
|
Includes $590,783 for Mr. Garrison, $179,565 for Mr. Sheehan, $90,831 for Mr. Cohen and $323,600 for Mr. Fearon, which amounts were included in Summary Compensation Tables in previous years.
|
|
Executive Benefits
and Payments Upon Termination |
| |
Voluntary
Termination |
| |
Early or
Normal Retirement |
| |
Involuntary
Not For Cause or Good Reason Termination |
| |
For Cause
Termination |
| |
Involuntary Not
For Cause or Good Reason Termination (Change in Control) |
| |
Death
|
| |
Disability
|
|
|
Base Salary
|
| |
0
|
| |
0
|
| |
$1,950,000
|
| |
0
|
| |
$1,950,000
|
| |
0
|
| |
0
|
|
|
Annual Incentive
|
| |
0
|
| |
0
|
| |
$3,656,250
|
| |
0
|
| |
$3,562,500
|
| |
0
|
| |
0
|
|
|
Restricted Shares (time-based)
|
| |
0
|
| |
0
|
| |
$3,232,572
|
| |
0
|
| |
$3,858,684
|
| |
$3,858,684
|
| |
$3,858,684
|
|
|
Restricted Shares (performance-based)
|
| |
0
|
| |
0
|
| |
$3,861,930
|
| |
0
|
| |
$11,372,565
|
| |
$11,372,565
|
| |
$11,372,565
|
|
|
Stock Options
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Cash Awards
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Disability Premiums
|
| |
0
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
0
|
|
|
Life Insurance Premiums
|
| |
0
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
0
|
|
|
Other Benefits
|
| |
0
|
| |
0
|
| |
$525,000(1)
|
| |
0
|
| |
$525,000(1)
|
| |
0
|
| |
0
|
|
|
Retirement Plan Payments(2)
|
| |
$1,250,000
|
| |
$1,250,000
|
| |
$1,250,000
|
| |
$1,250,000
|
| |
$1,250,000
|
| |
$1,250,000
|
| |
$1,250,000
|
|
|
Life Insurance Proceeds
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$900,000
|
| |
0
|
|
|
Disability Benefits
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$900,000
|
|
(1)
|
Reflects the estimated value of a benefit that Mr. Garrison would be entitled to receive.
|
(2)
|
Reflects the estimated value of Mr. Garrison’s qualified and non-qualified retirement plans on December 31, 2019.
|
(3)
|
Reflects the estimated value of all future payments that Mr. Garrison would be entitled to receive under the Company’s disability program.
|
|
Executive Benefits
and Payments Upon Termination |
| |
Voluntary
Termination |
| |
Early or
Normal Retirement |
| |
Involuntary
Not For Cause or Good Reason Termination |
| |
For Cause
Termination |
| |
Involuntary Not
For Cause or Good Reason Termination (Change in Control) |
| |
Death
|
| |
Disability
|
|
|
Base Salary
|
| |
0
|
| |
0
|
| |
$1,359,150
|
| |
0
|
| |
$1,326,000
|
| |
0
|
| |
0
|
|
|
Annual Incentive
|
| |
0
|
| |
0
|
| |
$1,529,044
|
| |
0
|
| |
$1,529,044
|
| |
0
|
| |
0
|
|
|
Restricted Shares (time-based)
|
| |
0
|
| |
0
|
| |
$1,746,032
|
| |
0
|
| |
$1,949,518
|
| |
$1,949,518
|
| |
$1,949,518
|
|
|
Restricted Shares (performance-based)
|
| |
0
|
| |
0
|
| |
$834,942
|
| |
0
|
| |
$2,852,060
|
| |
$2,852,060
|
| |
$2,852,060
|
|
|
Stock Options
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Cash Awards
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Disability Premiums
|
| |
0
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
0
|
|
|
Life Insurance Premiums
|
| |
0
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
0
|
|
|
Other Benefits
|
| |
0
|
| |
0
|
| |
$375,000(1)
|
| |
0
|
| |
$375,000(1)
|
| |
0
|
| |
0
|
|
|
Retirement Plan Payments(2)
|
| |
$500,000
|
| |
$500,000
|
| |
$500,000
|
| |
$500,000
|
| |
$500,000
|
| |
$500,000
|
| |
$500,000
|
|
|
Life Insurance Proceeds
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$900,000
|
| |
0
|
|
|
Disability Benefits
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$950,000
|
|
(1)
|
Reflects the estimated value of a benefit that Mr. Sheehan would be entitled to receive.
|
(2)
|
Reflects the estimated value of Mr. Sheehan’s qualified and non-qualified retirement plans on December 31, 2019.
|
(3)
|
Reflects the estimated value of all future payments that Mr. Sheehan would be entitled to receive under the Company’s disability program.
|
|
Executive Benefits
and Payments Upon Termination |
| |
Voluntary
Termination |
| |
Early or
Normal Retirement |
| |
Involuntary
Not For Cause or Good Reason Termination (2) |
| |
For Cause
Termination |
| |
Involuntary Not
For Cause or Good Reason Termination (Change in Control) (2) |
| |
Death(2)
|
| |
Disability(2)
|
|
|
Base Salary
|
| |
0
|
| |
0
|
| |
$907,040
|
| |
0
|
| |
$907,040
|
| |
0
|
| |
0
|
|
|
Annual Incentive
|
| |
0
|
| |
0
|
| |
$1,020,420
|
| |
0
|
| |
$1,020,420
|
| |
0
|
| |
0
|
|
|
Restricted Shares (time-based)
|
| |
0
|
| |
0
|
| |
$709,064
|
| |
0
|
| |
$834,287
|
| |
$834,287
|
| |
$834,287
|
|
|
Restricted Shares (performance-based)
|
| |
0
|
| |
0
|
| |
$471,030
|
| |
0
|
| |
$1,666,429
|
| |
$1,666,429
|
| |
$1,666,429
|
|
|
Stock Options
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Cash Awards
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Disability Premiums
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Life Insurance Premiums
|
| |
0
|
| |
0
|
| |
$3,000(1)
|
| |
0
|
| |
$3,000(1)
|
| |
0
|
| |
0
|
|
|
Other Benefits
|
| |
0
|
| |
0
|
| |
$125,000(1)
|
| |
0
|
| |
$125,000(1)
|
| |
0
|
| |
0
|
|
|
Retirement Plan Payments
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Life Insurance Proceeds
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$1,350,000
|
| |
0
|
|
|
Disability Benefits
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
(1)
|
Reflects the estimated value of a benefit that Mr. Hegarty would be entitled to receive.
|
(2)
|
Mr. Hegarty receives payments in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751.
|
|
Executive Benefits
and Payments Upon Termination |
| |
Voluntary
Termination |
| |
Early or
Normal Retirement |
| |
Involuntary
Not For Cause or Good Reason Termination |
| |
For Cause
Termination |
| |
Involuntary Not
For Cause or Good Reason Termination (Change in Control) |
| |
Death
|
| |
Disability
|
|
|
Base Salary
|
| |
0
|
| |
0
|
| |
$1,055,956
|
| |
0
|
| |
$1,055,956
|
| |
0
|
| |
0
|
|
|
Annual Incentive
|
| |
0
|
| |
0
|
| |
$1,187,951
|
| |
0
|
| |
$1,187,951
|
| |
0
|
| |
0
|
|
|
Restricted Shares (time-based)
|
| |
0
|
| |
0
|
| |
$641,789
|
| |
0
|
| |
$746,138
|
| |
$746,138
|
| |
$746,138
|
|
|
Restricted Shares (performance-based)
|
| |
0
|
| |
0
|
| |
$463,436
|
| |
0
|
| |
$1,517,380
|
| |
$1,517,380
|
| |
$1,517,380
|
|
|
Stock Options
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Cash Awards
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Disability Premiums
|
| |
0
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
$2,000(1)
|
| |
0
|
| |
0
|
|
|
Life Insurance Premiums
|
| |
0
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
$5,000(1)
|
| |
0
|
| |
0
|
|
|
Other Benefits
|
| |
0
|
| |
0
|
| |
$325,000(1)
|
| |
0
|
| |
$325,000(1)
|
| |
0
|
| |
0
|
|
|
Retirement Plan Payments(2)
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
|
|
Life Insurance Proceeds
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$900,000
|
| |
0
|
|
|
Disability Benefits
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$1,075,000
|
|
(1)
|
Reflects the estimated value of a benefit that Mr. Fearon would be entitled to receive.
|
(2)
|
Reflects the estimated value of Mr. Fearon’s qualified and non-qualified retirement plans on December 31, 2019.
|
(3)
|
Reflects the estimated value of all future payments that Mr. Fearon would be entitled to receive under the Company’s disability program.
|
|
Executive Benefits
and Payments Upon Termination |
| |
Voluntary
Termination |
| |
Early or
Normal Retirement |
| |
Involuntary
Not For Cause or Good Reason Termination |
| |
For Cause
Termination |
| |
Involuntary Not
For Cause or Good Reason Termination (Change in Control) |
| |
Death
|
| |
Disability
|
|
|
Base Salary
|
| |
0
|
| |
0
|
| |
$435,000
|
| |
0
|
| |
$435,000
|
| |
0
|
| |
0
|
|
|
Annual Incentive
|
| |
0
|
| |
0
|
| |
$565,500
|
| |
0
|
| |
$565,500
|
| |
0
|
| |
0
|
|
|
Restricted Shares (time-based)
|
| |
0
|
| |
0
|
| |
$241,272
|
| |
0
|
| |
$282,553
|
| |
$282,553
|
| |
$282,553
|
|
|
Restricted Shares (performance-based)
|
| |
0
|
| |
0
|
| |
$161,259
|
| |
0
|
| |
$563,438
|
| |
$563,438
|
| |
$563,438
|
|
|
Stock Options
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Cash Awards
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Disability Premiums
|
| |
0
|
| |
0
|
| |
$1,000(1)
|
| |
0
|
| |
$1,000(1)
|
| |
0
|
| |
0
|
|
|
Life Insurance Premiums
|
| |
0
|
| |
0
|
| |
$2,500(1)
|
| |
0
|
| |
$2,500(1)
|
| |
0
|
| |
0
|
|
|
Other Benefits
|
| |
0
|
| |
0
|
| |
$50,000(1)
|
| |
0
|
| |
$50,000(1)
|
| |
0
|
| |
0
|
|
|
Retirement Plan Payments(2)
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
| |
$2,700,000
|
|
|
Life Insurance Proceeds
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$900,000
|
| |
0
|
|
|
Disability Benefits
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
$1,100,000
|
|
(1)
|
Reflects the estimated value of a benefit that Ms. George would be entitled to receive.
|
(2)
|
Reflects the estimated value of Ms. George’s qualified and non-qualified retirement plans on December 31, 2019.
|
(3)
|
Reflects the estimated value of all future payments that Ms. George would be entitled to receive under the Company’s disability program.
|
|
Plan Category
|
| |
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans |
|
|
Equity compensation plans approved by stockholders
|
| |
—(1)
|
| |
$—
|
| |
2,310,083
|
|
|
Equity compensation plans not approved by stockholders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
—
|
| |
|
| |
2,310,083
|
|
(1)
|
This does not include 2,442,260 shares of restricted stock awards and 758,179 shares held in a rabbi trust for a deferred compensation plan.
|