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☐ |
Preliminary Proxy Statement
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|
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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|
☒ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material Under Rule l4a-l2
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☒ |
No fee required.
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☐ |
Fee computed on table below per Exchange Act Rules l4a-6(i)(1) and 0-11.
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(1) |
Title of each class of securities to which transaction applies:
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(2) |
Aggregate number of securities to which transaction applies:
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(3) |
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) |
Proposed maximum aggregate value of transaction:
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(5) |
Total fee paid:
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☐ |
Fee paid previously with preliminary materials.
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☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement No.:
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(3) |
Filing Party:
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(4) |
Date Filed:
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Sincerely,
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Eric P. Sills
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Chief Executive Officer & President
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|
1. |
To elect nine directors of the Company, all of whom shall hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified;
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|
2. |
To approve the Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan;
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3. |
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
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4. |
To consider and vote upon a non-binding, advisory resolution approving the compensation of our named executive officers; and
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5. |
To transact such other business as may properly come before the Annual Meeting.
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By Order of the Board of Directors
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Carmine J. Broccole
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Senior Vice President General Counsel & Secretary
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Long Island City, New York
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April 21, 2021
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Proxy Statement for Annual Meeting of Shareholders
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1
|
Frequently Asked Questions About the Annual Meeting
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1
|
Election of Directors (Proposal No. 1)
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4
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Information Regarding Nominees
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4
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Emeritus Directors of the Board of Directors
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9
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Approval of the Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan (Proposal No. 2)
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10
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Ratification of the Appointment of KPMG LLP (Proposal No. 3)
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18
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Audit and Non-Audit Fees
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19
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Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 4)
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19
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Security Ownership of Certain Beneficial Owners and Management
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20
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Corporate Governance
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22
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Meetings of the Board of Directors and its Committees
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23
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Board Leadership Structure
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26
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The Board’s Annual Self-Evaluation
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27
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The Board’s Role in Risk Oversight
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27
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Communications to the Board
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28
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Code of Ethics and Corporate Social Responsibility
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28
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Prohibition on Hedging or Pledging of Company Stock
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29
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Director Independence
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29
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Director Compensation
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30
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Policy on Poison Pills
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32
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Compensation Committee Interlocks and Insider Participation
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32
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Management Information
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32
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Office of Chief Executive
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34
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Compensation Discussion and Analysis
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34
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Overview
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34
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Business Strategy and Summary of 2020 Financial and Business Performance
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35
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2020 Executive Compensation Actions
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36
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Say-on-Pay Vote
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36
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Primary Responsibilities of our Compensation Committee
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37
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Compensation Philosophy and Primary Objectives
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37
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Compensation Process
|
38
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Elements of Compensation
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41
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Compensation Actions in 2020
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44
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Clawback Policy
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47
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Stock Ownership Guidelines
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47
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Termination-Based Compensation
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47
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Limitations on Tax Deductibility of Executive Compensation
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48
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Perquisites and Other Benefits
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48
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Cautionary Statement
|
48
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Report of the Compensation and Management Development Committee
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49
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Compensation and Management Development Committee
|
49
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Executive Compensation and Related Information
|
49
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Summary Compensation Table for 2020
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49
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Grants of Plan-Based Awards for 2020
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51
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Outstanding Equity Awards at Fiscal Year-End for 2020
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52
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Stock Vested for 2020
|
53
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Nonqualified Deferred Compensation for 2020
|
54
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Equity Compensation Plan Information
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54
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Pay Ratio
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54
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Severance and Change of Control Arrangements
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55
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Estimated Benefits upon Termination Following a Change in Control
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56
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Risk Considerations in our Compensation Program
|
57
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Certain Relationships and Related Person Transactions
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58
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Report of the Audit Committee
|
58
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Shareholder Proposals for the 2022 Annual Meeting
|
59
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Annual Report on Form 10-K
|
60
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“Householding” of Proxy Materials and Annual Reports for Record Owners
|
60
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Other Matters
|
60
|
Appendix A: Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan
|
A-1
|
|
• |
completing and returning a timely and later-dated proxy card, or using the Internet or telephone to timely transmit your later voting instructions;
|
|
• |
voting during the course of the Annual Meeting; or
|
|
• |
contacting Carmine J. Broccole, Secretary of the Company, at the following address to notify him that your proxy is revoked:
|
We believe Ms. Forbes Lieberman’s qualifications to serve
as a director include her many years of executive experience, including serving as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer for distribution and automotive companies. She brings demonstrated management ability at senior levels to the Board and insights into the operational requirements of a large company. In addition, her knowledge of public and financial accounting
matters, logistics, and business strategy provides valuable insight to our Board.
|
|
Patrick S. McClymont
Director
Age 51
Director Since 2017
|
Mr. McClymont has served as a director of the Company since February 2017. Mr. McClymont also serves as the Executive Vice President and Chief Financial Officer of IMAX Corporation, and as a director
of Volunteers of America, Greater New York Chapter. Prior to joining IMAX, Mr. McClymont served as the Executive Vice President and Chief Financial Officer of Sotheby’s from October 2013 to December 2015, and as a Partner and
Managing Director of Goldman, Sachs & Co., where he was a member of the Investment Banking Division from 1998 to October 2013. Mr. McClymont holds a Master of Business Administration from The Amos Tuck School, Dartmouth College,
and a BS, with distinction, from Cornell University.
|
We believe Mr. McClymont’s qualifications to serve as a director include his expertise in financial matters and corporate strategy, as well as his business
experience at public and private institutions in the areas of accounting, tax, treasury, finance, investor relations and risk management. His extensive knowledge in these areas, and his familiarity with the automotive industry,
both domestically and abroad, make him a valuable advisor to our Board.
|
|
Joseph W. McDonnell
Director
Age 69
Director Since 2012
|
Mr. McDonnell has served as a director of the Company since October 2012. Mr. McDonnell is also a Professor of Public Policy and Management at the University of Southern Maine’s Edmund S. Muskie
School of Public Service and a Faculty Fellow and member of the board of the University of Southern Maine’s Confucius Institute. Mr. McDonnell previously served at the University of Southern Maine as Provost and Vice President of
Academic Affairs from August 2014 to August 2015, and as Dean of the College of Management and Human Service from July 2011 to August 2015. Prior to his work at the University of Southern Maine, he served as Interim Dean of the
College of Business at Stony Brook University and as the President and Chief Executive Officer of the New York International Commerce Group, Inc., which provides services for companies doing business in China. Mr. McDonnell holds an
Executive Program Certificate from Harvard Business School, a PhD in Communications from the University of Southern California, and an MA and BA from Stony Brook University.
|
We believe Mr. McDonnell’s qualifications to serve as a director include his significant experience in academics focusing on business administration and the development of management-level personnel, as well as the various leadership positions he held at foreign and domestic companies prior to becoming an academic administrator. His expertise in doing business in China and in consulting management on various strategic initiatives provides valuable insight to our Board. |
Alisa C. Norris
Director
Age 51
Director Since 2012
|
Ms. Norris has served as a director of the Company since October 2012. Ms. Norris also serves as a director of Vita-Mix Corporation and Healthy Bytes, Inc. From 2016 to 2020, Ms. Norris served as the
Chief Marketing and Communications Officer at JDRF International, where she was responsible for marketing, communications and digital growth, leading the organization’s digital transformation. Prior to joining JDRF International,
Ms. Norris served as the Chief Marketing Officer of R.R. Donnelley & Sons Company from 2013 to 2015, where she was responsible for all aspects of marketing and communications. Prior to joining R.R. Donnelley, Ms. Norris served
as the Chief People Officer of Opera Solutions, LLC, a leading predictive analytics company, where she was responsible for global staff operations and human capital management. Prior to Opera Solutions, Ms. Norris served as a Senior
Vice President and was a founding member of Zeborg, Inc., and as a strategy consultant for A.T. Kearney and Mitchell Madison Group. Ms. Norris holds an MBA from Harvard Business School and a BA from Trinity College, where she was
Phi Beta Kappa.
|
We believe Ms. Norris’ qualifications to serve as a director include her significant experience in defining and implementing corporate governance structures and growth strategies, and in developing and managing operational resources in the areas of marketing and communications. Her experience of more than 22 years of providing consulting services to financial services, information technology and media, and office technology firms makes her a valuable advisor to our Board. | |
Eric P. Sills
Director,
Chief Executive Officer, President &
Member of the Office of Chief Executive
Age 52
Director Since 2016
|
Mr. Sills has served as a director of the Company and our Chief Executive Officer since March 2016, and as our President since February 2015. Prior to serving as our President, Mr. Sills served as our
Vice President Global Operations from January 2013 to February 2015, and our Vice President Engine Management Division from 2006 to January 2013. From 1991 to 2006, Mr. Sills served in various capacities in our Company, including as
General Manager, LIC Operations, Director of Product Management, and Plant Manager, Oxygen Sensor Business Unit. He is the son of Lawrence I. Sills. Mr. Sills has completed an Advanced Management Program at Harvard Business School,
and holds an MBA from Columbia University and a BA from Bowdoin College.
|
We believe Mr. Sills’ qualifications to serve as a director include his extensive knowledge of our business and its operations, and the experience that he has acquired throughout his career, having served in a variety of senior management positions across our organization and as an executive officer. In addition, we believe Mr. Sills’ qualifications to serve as a director include his and his family’s significant ownership interest in the Company, which serves to align his interests with the interests of our other shareholders, and the fact that he represents the fourth generation of the Sills family which established the Company in 1919. |
Plan Term:
|
May 19, 2016 to May 19, 2026.
|
Eligible Participants:
|
All of our employees, directors, consultants, agents, advisors and independent contractors are eligible to receive awards under the Plan, provided they render services to the Company. The Compensation
Committee will determine which individuals will participate in the Plan. As of April 9, 2021, there were approximately two hundred and seventy employees and seven non-employee directors who would be eligible to participate in the
Plan.
|
Shares Authorized:
|
If our shareholders approve this Proposal No. 2, 950,000 shares will be added to the Plan, and the total number of shares authorized for issuance under the Plan will be 2,050,000, subject to
adjustment to reflect stock splits and other corporate events or transactions. Shares related to awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, which are settled in
cash in lieu of shares, or which are exchanged with the Compensation Committee’s approval, prior to the issuance of shares, for awards not involving shares, shall be available again for grant under the Plan. In no event, however,
will the following shares again become available for awards or increase the number of shares available for grant under the Plan: (i) shares tendered by the participant in payment of the exercise price of an option; (ii) shares
withheld from exercised awards for tax withholding purposes; (iii) shares subject to a SAR that are not issued in connection with the settlement of that SAR; and (iv) shares repurchased by the Company with proceeds received from the
exercise of an option. Of the shares available in the pool, the maximum number of shares that may be issued to non-employee directors is three hundred thousand (300,000) shares.
|
Award Types:
|
(a) Non-qualified and incentive stock options;
(b) Stock appreciation rights (“SARs”);
(c) Restricted stock and restricted stock units;
(d) Performance shares and performance units;
(e) Cash-based awards; and
(f) Other stock-based awards.
|
Annual Share Limits on Awards:
|
(a) Options: The annual maximum aggregate number of shares subject to options granted to any one person is twenty-five thousand (25,000).
(b) SARs: The annual maximum number of shares subject to SARs granted to any one person is twenty-five thousand (25,000).
(c) Restricted Stock or Restricted Stock Units: The annual maximum aggregate grant with respect to awards of restricted stock or restricted stock units to any one person is ten thousand (10,000).
(d) Performance Shares or Performance Units: The annual maximum aggregate award of performance units or performance shares that a person may receive is ten thousand (10,000) shares, or equal to the
value of ten thousand (10,000) shares determined as of the date of grant, as applicable.
(e) Cash-Based Awards: The annual maximum aggregate amount awarded or credited with respect to cash-based awards to any one person is the greater of one million dollars ($1,000,000) or the value of
twenty-five thousand (25,000) shares determined as of the date of grant, as applicable.
|
(f) Other Stock-Based Awards: The annual maximum aggregate grant with respect to other stock-based awards to any one person is twenty-five thousand (25,000) shares.
(g) Non-employee director limits: The annual maximum aggregate grant with respect to awards to any non-employee director is ten thousand (10,000) shares.
|
|
Vesting:
|
Vesting schedules will be determined by the Compensation Committee at the time that each award is granted, subject to the minimum vesting periods described below.
(a) Options: The minimum vesting period for the grant of an option is three (3) years following the date of grant, provided that an option may partially vest after no less than one (1) year so long as
the entire grant does not fully vest until at least three (3) years following the date of grant, except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement,
or a change of control.
(b) SARs: The minimum vesting period for the grant of a SAR is three (3) years following the date of grant, provided that a SAR may partially vest after no less than one (1) year so long as the entire
grant does not fully vest until at least three (3) years following the date of grant, except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change
of control.
(c) Restricted Stock or Restricted Stock Units: The minimum vesting period for the grant of restricted stock or restricted stock units is three (3) years (which may be a cliff or graded vesting
schedule) following the date of grant, provided that grants to non-employee directors or employees receiving long-term retention awards who are aged 65 or older may fully vest after no less than one (1) year. The Compensation
Committee may also determine that the vesting schedule may be accelerated due to death, disability, involuntary termination without cause, retirement, or a change of control.
(d) Performance Shares or Performance Units: Except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change of
control, performance shares or performance units may not vest prior to the expiration of at least one (1) year of a performance period. The Compensation Committee may provide for the accelerated vesting of an award based on
achievement of performance goals.
(e) Other Stock-Based or Cash-Based Awards: The minimum vesting period for the grant of other stock-based awards is one (1) year, except as the Compensation Committee may provide in the event of
death, disability, involuntary termination without cause, retirement, or a change of control. Notwithstanding the foregoing, unless otherwise provided by the Compensation Committee, any such awards granted as full value awards shall
not be subject to a vesting schedule. For cash-based awards, the Compensation Committee may determine whether the award is subject to a vesting schedule.
|
Award Terms:
|
Each option granted shall expire at such time as the Compensation Committee shall determine at the time of grant but shall not be exercisable later than the tenth (10th) anniversary date of its grant.
The term of any SAR granted shall be determined by the Compensation Committee but shall not be exercisable later than the tenth (10th) anniversary date of its grant.
|
Repricing Prohibited:
|
Options and SARs granted under the Plan may not be repriced, repurchased (including by cash buyout), replaced or regranted through cancellation or by lowering the option price of a previously granted
option or the grant price of a previously granted SAR, without the approval of our shareholders.
|
Name and Position
|
Dollar Value ($)
|
Number of Shares
|
Non-employee directors
as a group
|
Fair market value on date of grant
|
7,000
|
Non-employee directors
as a group
|
$385,000
|
Fair market value on date of grant
|
2020
|
2019
|
|||||||
Audit fees
|
$
|
1,554,250
|
$
|
1,728,600
|
||||
Audit-related fees(1)
|
21,500
|
26,000
|
||||||
Tax fees(2)
|
412,500
|
285,800
|
||||||
All other fees
|
|
─ |
|
─ | ||||
Total
|
$
|
1,988,250
|
$
|
2,040,400
|
(1) |
Audit-related fees consist principally of audits of payments related to certain employee benefits.
|
(2) |
Tax fees consist primarily of U.S. and international tax compliance and planning.
|
|
• |
each person who is known to the Company to be the beneficial owner of more than five percent of the Company’s Common Stock;
|
|
• |
each director and nominee for director of the Company;
|
|
• |
each executive officer named in the Summary Compensation Table below; and
|
|
• |
all directors and executive officers as a group.
|
Name and Address
|
Amount and
Nature of
Beneficial Ownership
|
(1) |
Percentage
of Class
|
|||||
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
3,202,510
|
(2)
|
14
|
%
|
||||
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
1,327,479
|
(3)
|
5.8
|
%
|
||||
Dimensional Fund Advisors LP
Palisades West, Bldg. One
6300 Bee Cave Road
Austin, TX 78746
|
1,316,311
|
(4)
|
5.8
|
%
|
||||
Lawrence I. Sills
|
645,546
|
(5)
|
2.8
|
%
|
||||
Eric P. Sills
|
172,901
|
*
|
||||||
Richard S. Ward
|
80,297
|
*
|
||||||
William H. Turner
|
80,124
|
*
|
||||||
Roger M. Widmann
|
69,156
|
*
|
||||||
James J. Burke
|
67,752
|
*
|
||||||
Carmine J. Broccole
|
67,460
|
*
|
||||||
Dale Burks
|
57,499
|
*
|
||||||
Pamela Forbes Lieberman
|
41,753
|
*
|
||||||
John P. Gethin
|
23,269
|
*
|
||||||
Joseph W. McDonnell
|
21,294
|
*
|
||||||
Alisa C. Norris
|
21,294
|
*
|
||||||
Patrick S. McClymont
|
12,715
|
*
|
||||||
Nathan R. Iles
|
9,090
|
*
|
||||||
Directors and Officers as a group (18 persons)
|
1,508,416
|
6.6
|
%
|
* |
Represents beneficial ownership of less than one percent of the outstanding shares of Common Stock.
|
(1) |
Applicable percentage of ownership is calculated by dividing (a) the total number of shares beneficially owned by the shareholder by (b) 22,833,298 which is the number shares of Common Stock outstanding as of April 9, 2021.
Beneficial ownership is calculated based on the requirements of the Securities and Exchange Commission (“SEC”). Except as indicated in the footnotes to this table, the shareholder named in the table has sole voting power and sole
investment power with respect to the shares set forth opposite such shareholder’s name. Unless otherwise indicated, the address of each individual listed in the table is c/o Standard Motor Products, Inc., 37-18 Northern Blvd., Long
Island City, New York 11101.
|
(2) |
The information for BlackRock, Inc. and certain of its affiliates (“BlackRock”) is based solely on an amendment to its Schedule 13G filed with the SEC on January 26, 2021, wherein BlackRock states that it beneficially owns an
aggregate of 3,202,510 shares of our Common Stock; BlackRock states that it has sole voting power for 3,171,211 shares and sole investment power for 3,202,510 shares.
|
(3) |
The information for The Vanguard Group and certain of its affiliates (“Vanguard”) is based solely on an amendment to its Schedule 13G filed with the SEC on February 10, 2021, wherein Vanguard states that it beneficially owns an
aggregate of 1,327,479 shares of our Common Stock; Vanguard states that it has shared voting power for 25,924 shares, sole investment power for 1,286,260 shares and shared investment power for 41,219 shares.
|
(4) |
The information for Dimensional Fund Advisors LP and certain of its affiliates (“Dimensional”) is based solely on an amendment to its Schedule 13G filed with the SEC on February16, 2021, wherein Dimensional states that it
beneficially owns an aggregate of 1,316,311 shares of our Common Stock; Dimensional states that it has sole voting power for 1,258,017 shares and sole investment power for 1,316,311 shares.
|
(5) |
Includes 2,812 shares of Common Stock owned by Mr. Sills’ wife. For shares of stock held by his wife, Lawrence I. Sills disclaims beneficial ownership of the shares so deemed
“beneficially owned” by him within the meaning of Rule 13d-3 of the Exchange Act.
|
|
• |
The Board has adopted Corporate Governance Guidelines;
|
|
• |
The Board has appointed a Presiding Independent Director, who is independent under the New York Stock Exchange standards and applicable SEC rules;
|
|
• |
A majority of the Board and all members of the Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee are independent under the New York Stock Exchange standards and
applicable SEC rules;
|
|
• |
The Board has adopted charters for each of the Committees of the Board and the Presiding Independent Director;
|
|
• |
The Company’s Corporate Governance Guidelines provide that the independent directors meet periodically in executive session without management and that the Presiding Independent Director chairs the executive sessions;
|
|
• |
Interested parties are able to make their concerns known to non-management directors or the Audit Committee by e-mail or by mail (see “Communications to the Board” section below);
|
|
• |
The Company has a Corporate Code of Ethics that applies to all Company employees, officers and directors, and a Whistleblower Policy with a dedicated website and toll-free helpline that is operated by an independent third party
and is available to any employee, supplier, customer, shareholder or other interested third party; and
|
|
• |
The Company has established Stock Ownership Guidelines that apply to its independent directors and executive officers.
|
Name
|
Audit Committee
|
Compensation
and Management
Development
Committee
|
Nominating and
Corporate
Governance
Committee
|
Strategic
Planning
Committee
|
Lawrence I. Sills
|
─
|
─
|
─
|
─
|
William H. Turner
|
Chair
|
Member
|
Member
|
Member
|
John P. Gethin
|
─
|
─
|
─
|
Member
|
Pamela Forbes Lieberman
|
Member
|
Member
|
Member
|
Chair
|
Patrick S. McClymont
|
Member
|
Member
|
Member
|
Member
|
Joseph W. McDonnell
|
Member
|
Member
|
Member
|
Member
|
Alisa C. Norris*
|
Member
|
Member
|
Member
|
Member
|
Eric P. Sills
|
─
|
─
|
─
|
─
|
Richard S. Ward
|
Member
|
Member
|
Chair
|
Member
|
Roger M. Widmann*
|
Member
|
Chair
|
Member
|
Member
|
|
• |
the identification and recommendation to the Board of individuals qualified to become or continue as directors, including through succession planning to ensure the desired mix of experience, qualifications, attributes and skills
of the individual members of the Board;
|
|
• |
the continuous improvement in corporate governance policies and practices;
|
|
• |
the annual assessment of the performance of the Board and each of its committees through questionnaires and one-on-one assessments with individual members of the Board;
|
|
• |
the recommendation of members for each committee of the Board;
|
|
• |
the compensation arrangements for members of the Board;
|
|
• |
overseeing the Company’s commitment to corporate social responsibility matters, including environmental, social, and governance (ESG) matters; and
|
|
• |
overseeing the Company’s enterprise risk management policies and procedures, including information security and compliance with applicable laws and regulations concerning privacy.
|
|
• |
We formed a multi-disciplinary leadership team comprised of our Chief Executive Officer and other executive officers to lead our efforts in this area.
|
|
• |
We launched the SMPCares® initiative with the goal of positively impacting our communities through volunteerism, community outreach and philanthropy. Our efforts included blood drivers with the
American Red Cross, fundraising for the March of Dimes, United Way, Salvation Army and many others, organization donations to local community organizations, hospitals, schools, shelters and universities, and scholarship awards,
including our Women in Auto Care scholarship, which aims to empower women entering the automotive industry.
|
|
• |
We formed a Diversity and Inclusion Taskforce focusing on developing strategies to recruit, train and retain a more diverse and inclusive workforce.
|
|
• |
We expanded our product offerings to promote a greener car parc.
|
|
• |
We prevented approximately 4,200 tons of waste from entering landfills, and we recycled approximately 18,200 gallons of used oil.
|
|
• |
We prioritized employee health and safety, implementing enhanced cleaning procedures and screening protocols, providing protective equipment, establishing remote work arrangements, implementing an
emergency employee relief fund, and other operations changes to keep our employees safe.
|
|
• |
We established management performance, or management by objective (“MBO”), goals for fiscal year 2020 for all employees participating in our annual cash incentive bonus plan, which were designed to incorporate the same MBO goals
of our executive officers and align our focus on environmental, social and governance initiatives, among others, from the top down.
|
Name
|
Fees Earned or
Paid in Cash (1)
|
Stock
Awards (2)
|
All Other
Compensation (3)
|
Total
|
||||||||||||
William H. Turner
|
$
|
123,750
|
$
|
74,340
|
$
|
─ |
$
|
198,090
|
||||||||
Pamela Forbes Lieberman
|
103,750
|
74,340
|
13,086
|
191,176
|
||||||||||||
John P. Gethin4
|
93,750
|
74,340
|
13,086
|
181,176
|
||||||||||||
Roger M. Widmann*
|
103,750
|
74,340
|
580
|
178,670
|
||||||||||||
Richard S. Ward
|
103,750
|
74,340
|
─
|
178,090
|
||||||||||||
Patrick S. McClymont
|
93,750
|
74,340
|
─
|
168,090
|
||||||||||||
Joseph W. McDonnell
|
93,750
|
74,340
|
─
|
168,090
|
||||||||||||
Alisa C. Norris
|
93,750
|
74,340
|
─
|
168,090
|
|
(1) |
Includes (a) that portion of the annual cash and equity retainers paid in cash to non-employee directors, and (b) the annual retainer paid to each Chair of our Board Committees and to our Presiding Independent Director.
|
|
(2) |
Represents the grant date fair value of (a) the Company Common Stock awarded to our non-employee directors as part of their annual retainer, and (b) shares of restricted stock granted to each non-employee director.
|
Name
|
Outstanding (Unvested)
Restricted Stock Awards
|
William H. Turner
|
1,000
|
John P. Gethin
|
1,000
|
Pamela Forbes Lieberman
|
1,000
|
Patrick McClymont
|
1,000
|
Joseph W. McDonnell
|
1,000
|
Alisa C. Norris
|
1,000
|
Richard S. Ward
|
1,000
|
Roger M. Widmann
|
1,000
|
|
(3) |
Represents the applicable COBRA premiums for medical, dental and vision insurance plan coverage provided to any director less contributions paid by such director.
|
|
(4) |
The amounts shown in this table do not reflect compensation earned by Mr. Gethin as a consultant of the Company in 2020. Mr. Gethin’s compensation as a consultant is described on page 58 under the heading “Certain Relationships
and Related Person Transactions.”
|
James J. Burke
Chief Operating Officer &
Member of the Office of Chief Executive
Age 65
|
Mr. Burke has served as our Chief Operating Officer since January 2019, and as our Chief Financial Officer from 1999 to September 2019. Mr. Burke also served as our Executive Vice President Finance
from March 2016 to January 2019, our Vice President Finance from 1999 to March 2016, our Director of Finance and Chief Accounting Officer from 1998 to 1999, and our Corporate Controller from 1993 to 1997. Mr. Burke has completed an
Executive Education program at Ross School of Business, University of Michigan, and holds an MBA from University of New Haven, and a BBA from Pace University.
|
Lawrence I. Sills
Former Executive Chairman of the Board
|
Dale Burks
Executive Vice President & Chief Commercial Officer
|
Eric P. Sills
Chief Executive Officer & President
|
Nathan R. Iles
Chief Financial Officer
|
James J. Burke
Chief Operating Officer
|
Carmine J. Broccole
Senior Vice President General Counsel & Secretary
|
|
• |
Established management performance, or management by objective (“MBO”), goals for fiscal year 2020 under our annual cash incentive bonus plan that were designed to execute the Company’s business strategy. In response to the
COVID-19 pandemic, in April 2020, the Compensation Committee approved modifications to the 2020 MBO goals to address the Company’s risk identification, management and mitigation strategies relating to the pandemic.
|
|
• |
Established a company-level financial performance measure for fiscal year 2020 under our annual cash incentive bonus plan, which is based on the year-over-year improvement in the weighted average of our earnings per share over a
three-year period.
|
|
• |
Awarded base salary pay increases to our named executive officers that reflected the individual performance and responsibilities of our executives.
|
|
• |
Granted annual awards of restricted stock and performance shares to our named executive officers that were consistent with our compensation philosophy and the Compensation Committee’s assessment of individual performance and
expected future contributions.
|
|
• |
Granted long-term restricted stock to certain of our named executive officers as a long-term retention tool.
|
|
• |
reviewing the overall goals, policies, objectives and structure of our executive compensation and benefit programs and assessing whether any of the components thereof may present unreasonable risks to the Company;
|
|
• |
approving the compensation packages of the Company’s Chief Executive Officer and our other executive officers; and
|
|
• |
administering our equity incentive plans.
|
|
• |
providing the Company with the ability to attract, motivate and retain exceptional talent whose abilities and leadership skills are critical to the Company’s long-term success;
|
|
• |
maintaining a significant portion of each executive’s total compensation at risk, tied to achievement of annual and long-term strategic, financial, organizational and management performance goals, that are intended to improve
shareholder return;
|
|
• |
providing variable compensation incentives directly linked to the performance of the Company and improvement in shareholder return so that executives manage from the perspective of owners with an equity stake in the Company;
|
|
• |
ensuring that our executives hold Company Common Stock to align their interests with the interests of our shareholders; and
|
|
• |
ensuring that compensation and benefit programs are both fair and competitive in consideration of each executive’s level of responsibility and contribution to the Company and reflect the size and financial resources of the
Company in order to maintain long-term viability.
|
|
• |
The Company’s annual cash incentive award (as more fully described under “Elements of Compensation – Annual Cash Incentive Awards” below) is based in part on company-level financial performance, designed to align executive
compensation to year-over-year improvements in corporate performance and increases in shareholder value. This portion of the cash incentive award is structured such that, year-over-year improvements that are favorable for the
Company’s shareholders, are also made favorable for our executives whose compensation is based on the achievement of those improvements. In addition, an executive’s actual award is capped on an annual basis at 200% of the applicable
target, no matter how much financial performance exceeds the range established for the award, thereby limiting the incentive for excessive risk-taking. However, any award in excess of the 200% target may be carried forward into the
following year, subject to the risk of forfeiture depending upon the following year’s performance. In addition, since these awards are based on overall corporate performance, rather than individual performance, the ability of an
individual executive to increase his own compensation through excessive risk taking is constrained.
|
|
• |
The target company-level financial performance award represents 70% of an executive’s total target cash incentive award in any year. Management performance, or MBO bonuses (as more fully described under “Elements of Compensation
– Annual Cash Incentive Awards” below), which are based upon the achievement of management goals and objectives, and thus are more susceptible to individual risk taking, represent only 30% of an executive’s total target cash
incentive award, thus reducing the incentive for any executive to take excessive risks.
|
|
• |
The measures used to determine whether performance share awards vest are based on at least three years of financial performance. The Compensation Committee believes that the longer performance period encourages executives to
attain sustained performance over several years, rather than performance in a single annual period.
|
|
• |
Restricted stock awards generally vest at the end of a three year or longer period and an executive must hold any vested restricted stock (except long-term retention awards) for an additional two-year period following vesting
pursuant to the terms of our Stock Ownership Guidelines, thereby encouraging executives to look to long-term appreciation in equity values.
|
Altra Industrial Motion Corp.
|
EnPro Industries, Inc.
|
Modine Manufacturing Co.
|
CIRCOR International, Inc.
|
Gentherm Inc.
|
Stoneridge Inc.
|
Columbus McKinnon Corp.
|
LCI Industries, Inc.
|
SunCoke Energy, Inc.
|
Dorman Products, Inc.
|
NN, Inc.
|
Tennant Company
|
CIRCOR International, Inc.
|
EnPro Industries, Inc.
|
Methode Electronics Inc.
|
Columbus McKinnon Corp.
|
Gentherm Inc.
|
Modine Manufacturing Co.
|
Cooper-Standard Holdings Inc.
|
Lawson Products Inc.
|
Shyft Group Inc.
|
CTS Corp.
|
Lydall, Inc.
|
Stoneridge, Inc.
|
Dorman Products, Inc.
|
Meritor Inc.
|
Roger M. Widmann (Chair)
|
Alisa C. Norris
|
Pamela Forbes Lieberman
|
Patrick S. McClymont
|
William H. Turner
|
Richard S. Ward
|
Joseph W. McDonnell
|
Name
and
Principal
Position
|
Year
|
Salary (1)
|
Bonus (2)
|
Stock
Awards (3)
|
Non-Equity
Incentive Plan
Compensation (4)
|
All
Other
Compensation (5)
|
Total
|
||||||||||||||||||
Lawrence I. Sills
|
2020
|
$
|
425,000
|
$
|
─ |
$
|
144,280
|
$
|
470,031
|
$
|
62,349
|
$
|
1,101,660
|
||||||||||||
Former Executive Chairman
|
2019
|
412,000
|
|
─ |
157,520
|
303,924
|
45,519
|
918,963
|
|||||||||||||||||
of the Board
|
2018
|
400,000
|
|
─ |
146,520
|
138,025
|
48,706
|
733,251
|
|||||||||||||||||
Eric P. Sills
|
2020
|
$
|
647,000
|
$
|
─ |
$
|
144,280
|
$
|
739,633
|
$
|
107,655
|
$
|
1,638,568
|
||||||||||||
Chief Executive Officer &
|
2019
|
619,000
|
|
─ |
157,520
|
465,310
|
82,185
|
1,324,015
|
|||||||||||||||||
President
|
2018
|
600,000
|
|
─ |
146,520
|
212,006
|
85,831
|
1,044,357
|
|||||||||||||||||
James J. Burke
|
2020
|
$
|
637,000
|
$
|
─ |
$
|
144,280
|
$
|
721,896
|
$
|
100,134
|
$
|
1,603,310
|
||||||||||||
Chief Operating Officer
|
2019
|
619,000
|
|
─ |
157,520
|
465,310
|
74,843
|
1,316,673
|
|||||||||||||||||
|
2018 |
590,000
|
963,000
|
146,520
|
207,590
|
77,548
|
1,984,658
|
||||||||||||||||||
Dale Burks
|
2020
|
$
|
525,000
|
$
|
─ |
$
|
234,480
|
$
|
590,642
|
$
|
76,247
|
$
|
1,426,369
|
||||||||||||
Executive Vice President &
|
2019
|
510,000
|
|
─ |
|
237,840
|
380,494
|
64,684
|
1,193,018
|
||||||||||||||||
Chief Commercial Officer
|
2018
|
495,000
|
|
─ |
222,560
|
172,807
|
67,825
|
958,192
|
|||||||||||||||||
Nathan R. Iles
|
2020
|
$
|
503,000
|
$
|
─ |
$
|
234,480
|
$
|
571,131
|
$
|
224,537
|
$
|
1,533,148
|
||||||||||||
Chief Financial Officer
|
2019
|
148,333
|
|
─ |
257,920
|
94,240
|
61,472
|
561,965
|
Name
and
Principal
Position
|
Year
|
Salary (1)
|
Bonus (2)
|
Stock
Awards (3)
|
Non-Equity
Incentive Plan
Compensation (4)
|
All
Other
Compensation (5)
|
Total
|
||||||||||||||||
Carmine J. Broccole
|
2020
|
$
|
480,000
|
$
|
─
|
$
|
198,410
|
$
|
391,988
|
$
|
68,275
|
$
|
1,138,673
|
||||||||||
Senior Vice President
|
2019
|
465,000
|
|
─
|
198,460
|
253,270
|
52,615
|
969,345
|
|||||||||||||||
General Counsel & Secretary
|
2018
|
452,000
|
|
─
|
185,930
|
114,837
|
55,988
|
808,755
|
|
(1) |
With respect to Nathan Iles, the amount in this column for 2019 represents that portion of his annual base salary of $500,000 that he earned following his appointment as Chief Financial Officer in September 2019.
|
|
(2) |
The amount in this column represents the retention bonus earned by James Burke pursuant to his Retention Bonus and Insurance Agreement, which expired in 2018. The Company has no further obligations to Mr. Burke under the
agreement.
|
|
(3) |
The amounts in this column represent the grant date fair value of stock awards in the applicable year computed in accordance with ASC Topic 718 for restricted stock awards and performance share awards. The fair value of the
performance share awards assumes the achievement of the target level of performance shares as the probable outcome. Assuming the achievement of the maximum level of performance shares, the above amounts for each person would be
increased by the following fair value amounts in each of 2020, 2019 and 2018, respectively: $72,140, $78,760 and $73,260 for Lawrence Sills, Eric Sills, James Burke, Dale Burks and Nathan Iles, and $54,105, $59,070 and $54,945 for
Carmine Broccole. The amounts listed in the table do not reflect whether the named executive officers have actually realized a financial benefit from these awards. For a discussion of the valuation assumptions, see Note 13 to our
consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” below for more information
regarding our stock awards. In accordance with SEC regulations, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions.
|
|
(4) |
The amounts in this column constitute annual cash incentive awards. The annual cash incentive award granted to Nathan Iles was pro-rated for 2019 based on his appointment as Chief Financial Officer in September 2019. See “Grants
of Plan-Based Awards” below for more information regarding annual incentive bonus awards.
|
|
(5) |
The amounts in this column represent car allowances for leased automobiles, Company contributions to the Profit Sharing 401(K) Capital Accumulation Plan, ESOP and SERP programs on behalf of the named executive officers, and
relocation benefits paid to Nathan Iles in 2019 and 2020 in the amount of $59,692 and $174,492, respectively, for establishing a new residence in the New York City area following his appointment as Chief Financial Officer in
September 2019. The Company contributions that were earned in 2020 (but paid in March 2021) into the individual 401(K), ESOP and SERP accounts of our named executive officers are set forth below:
|
Name
|
401(K)
|
|
ESOP
|
SERP
|
||||||||
Lawrence Sills
|
$
|
18,525
|
$
|
6,176
|
$
|
36,887
|
||||||
Eric Sills
|
$
|
18,525
|
$
|
6,176
|
$
|
68,708
|
||||||
James Burke
|
$
|
18,525
|
$
|
6,176
|
$
|
67,878
|
||||||
Dale Burks
|
$
|
18,525
|
$
|
6,176
|
$
|
51,545
|
||||||
Nathan Iles
|
$
|
18,525
|
$
|
4,041
|
$
|
25,957
|
||||||
Carmine Broccole
|
$
|
18,525
|
$
|
6,176
|
$
|
37,248
|
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
|
|||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Shares of Stock or
Units (#) (3)
|
Grant Date
Fair Value (4)
|
||||||||||||||||||||||||
Lawrence I. Sills
|
9/29/20
|
─
|
─
|
─
|
1,000
|
2,000
|
4,000
|
─
|
$
|
72,140
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,000
|
72,140
|
||||||||||||||||||||||||
$
|
0
|
$
|
265,000
|
$
|
530,000
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
Eric P. Sills
|
9/29/20
|
─
|
─
|
─
|
1,000
|
2,000
|
4,000
|
─
|
$
|
72,140
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,000
|
72,140
|
||||||||||||||||||||||||
$
|
0
|
$
|
417,000
|
$
|
834,000
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
James J. Burke
|
9/29/20
|
─
|
─
|
─
|
1,000
|
2,000
|
4,000
|
─
|
$
|
72,140
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,000
|
72,140
|
||||||||||||||||||||||||
$
|
0
|
$
|
407,000
|
$
|
814,000
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
Dale Burks
|
9/29/20
|
─
|
─
|
─
|
1,000
|
2,000
|
4,000
|
─
|
$
|
72,140
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,000
|
72,140
|
||||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,500
|
90,200
|
||||||||||||||||||||||||
$
|
0
|
$
|
333,000
|
$
|
666,000
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
Nathan R. Iles
|
9/29/20
|
─
|
─
|
─
|
1,000
|
2,000
|
4,000
|
─
|
$
|
72,140
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,000
|
72,140
|
||||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,500
|
90,200
|
||||||||||||||||||||||||
$
|
0
|
$
|
322,000
|
$
|
644,000
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
Carmine J. Broccole
|
9/29/20
|
─
|
─
|
─
|
750
|
1,500
|
3,000
|
─
|
$
|
54,105
|
|||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
1,500
|
54,105
|
||||||||||||||||||||||||
|
9/29/20
|
─
|
─
|
─
|
─
|
─
|
─
|
2,500
|
90,200
|
||||||||||||||||||||||||
$
|
0
|
$
|
221,000
|
$
|
442,000
|
─
|
─
|
─
|
─
|
─
|
|
(1) |
Represents possible threshold, target and maximum payout levels for fiscal year 2020 under our cash incentive bonus programs. Bonuses paid to the named executive officers are dependent on the level of achievement of certain
management and company performance objectives. The actual bonuses paid to each named executive officer for 2020 are reported in the Summary Compensation Table for 2020 above. Additional information regarding our cash incentive bonus
program is included in “Compensation Discussion and Analysis” above.
|
|
(4) |
The ASC Topic 718 per share value of the standard restricted stock and long-term retention restricted stock awards granted on September 29, 2020 is $36.07 per share and $36.08 per share, respectively.
|
Stock Awards
|
|||||||||||||||||
Name
|
Grant 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 A
wards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested (2)
|
Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights That
Have Not Vested (1)
|
||||||||||||
Lawrence I. Sills
|
10/11/2018
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/24/2019
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/29/2020
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
Eric P. Sills
|
12/1/2010
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
9/20/2011
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/9/2012
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/8/2013
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/7/2014
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/13/2015
|
4,000
|
(4)
|
$
|
161,840
|
—
|
$
|
—
|
|||||||||
|
10/11/2018
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/24/2019
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/29/2020
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
James J. Burke
|
10/11/2018
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/24/2019
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/29/2020
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
Dale Burks
|
12/1/2010
|
3,750
|
(4)
|
$
|
151,725
|
—
|
$
|
—
|
|||||||||
|
9/20/2011
|
3,750
|
(4)
|
$
|
151,725
|
—
|
$
|
—
|
|||||||||
|
10/9/2012
|
3,750
|
(4)
|
$
|
151,725
|
—
|
$
|
—
|
|||||||||
|
10/8/2013
|
3,750
|
(4)
|
$
|
151,725
|
—
|
$
|
—
|
|||||||||
|
10/7/2014
|
3,750
|
(4)
|
$
|
151,725
|
—
|
$
|
—
|
|||||||||
|
10/13/2015
|
3,000
|
(4)
|
$
|
121,380
|
—
|
$
|
—
|
|||||||||
|
10/20/2016
|
3,000
|
(4)
|
$
|
121,380
|
—
|
$
|
—
|
|||||||||
|
10/20/2017
|
1,875
|
(4)
|
$
|
75,863
|
—
|
$
|
—
|
|||||||||
|
10/11/2018
|
1,500
|
(4)
|
$
|
60,690
|
—
|
$
|
—
|
|||||||||
|
10/11/2018
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/24/2019
|
1,500
|
(4)
|
$
|
60,690
|
—
|
$
|
—
|
|||||||||
|
9/24/2019
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/29/2020
|
2,500
|
(4)
|
$
|
101,150
|
—
|
$
|
—
|
|||||||||
|
9/29/2020
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
Nathan R. Iles
|
9/24/2019
|
2,500
|
(4)
|
$
|
101,150
|
—
|
$
|
—
|
|||||||||
|
9/24/2019
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
|
9/29/2020
|
2,500
|
(4)
|
$
|
101,150
|
—
|
$
|
—
|
|||||||||
|
9/29/2020
|
2,000
|
(3)
|
$
|
80,920
|
2,000
|
$
|
80,920
|
|||||||||
Carmine J. Broccole
|
12/1/2010
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
9/20/2011
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/9/2012
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/8/2013
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/7/2014
|
5,000
|
(4)
|
$
|
202,300
|
—
|
$
|
—
|
|||||||||
|
10/13/2015
|
4,000
|
(4)
|
$
|
161,840
|
—
|
$
|
—
|
|||||||||
|
10/20/2016
|
4,000
|
(4)
|
$
|
161,840
|
—
|
$
|
—
|
|||||||||
|
10/20/2017
|
2,500
|
(4)
|
$
|
101,150
|
—
|
$
|
—
|
|||||||||
|
10/11/2018
|
2,000
|
(4)
|
$
|
80,920
|
—
|
$
|
—
|
|||||||||
|
10/11/2018
|
1,500
|
(3)
|
$
|
60,690
|
1,500
|
$
|
60,690
|
|
(1) |
The market value is based on the closing price of the Company’s Common Stock of $40.46 per share as of December 31, 2020.
|
|
(2) |
Performance share awards vest on the third anniversary of the date of grant, provided that certain performance goals have been met at the end of the three-year measuring period. Please refer to “Compensation Discussion and
Analysis” above for additional information regarding equity awards granted under our 2016 Omnibus Incentive Plan.
|
|
(3) |
This standard restricted stock award vests on the third anniversary of the date of grant.
|
|
(4) |
This long-term retention restricted stock award vests in increments upon the executive reaching 60 (25% vests), 63 (25% vests) and 65 (balance vests) years of age.
|
Stock Awards
|
||||||||
Name (1)
|
Number of Shares
Acquired on Vesting
|
Value Realized
on Vesting (2)
|
||||||
Lawrence I. Sills
|
2,000
|
$
|
93,640
|
|||||
Eric P. Sills
|
2,000
|
$
|
93,640
|
|||||
James J. Burke
|
2,000
|
$
|
93,640
|
|||||
Dale Burks
|
11,875
|
$
|
508,785
|
|||||
Nathan R. Iles
|
-
|
-
|
||||||
Carmine J. Broccole
|
1,500
|
$
|
70,230
|
|
(1) |
Nathan R. Iles did not have restricted stock or performance shares vest in 2020. Lawrence I. Sills, Eric P. Sills, James J. Burke and Dale Burks each acquired 2,000 shares, and Carmine J. Broccole acquired 1,500 shares upon the
vesting of a standard restricted stock award. In addition, Dale Burks acquired 9,875 shares upon the vesting of a long-term retention restricted stock award.
|
|
(2) |
The market value of the shares acquired by Lawrence I. Sills, Eric P. Sills, James J. Burke, Dale Burks and Carmine J. Broccole upon the vesting of the standard restricted stock awards is based on the closing price of the
Company’s Common Stock of $46.82 per share on October 20, 2020, the vesting date of such stock awards. The market value of the shares acquired by Dale Burks upon the vesting of the long-term retention restricted stock awards is
based on the closing price of the Company’s Common Stock of $42.04 per share on March 6, 2020, the last trading day before the vesting date of such stock awards.
|
Name
|
Executive
Contributions
in Last FY (1)
|
Registrant
Contributions
in Last FY (1)
|
Aggregate Earnings
in Last FY (2)
|
Aggregate
Withdrawals/
Distribution
|
Aggregate
Balance
at Last FYE
|
|||||||||||||||
Lawrence I. Sills
|
$
|
—
|
$
|
22,412
|
$
|
748,012
|
$
|
—
|
$
|
9,494,339
|
||||||||||
Eric P. Sills
|
66,769
|
45,734
|
136,972
|
—
|
799,007
|
|||||||||||||||
James J. Burke
|
—
|
45,367
|
268,575
|
—
|
1,787,313
|
|||||||||||||||
Dale Burks
|
—
|
33,436
|
143,209
|
—
|
824,568
|
|||||||||||||||
Nathan R. Iles
|
14,375
|
—
|
3,798
|
—
|
18,173
|
|||||||||||||||
Carmine J. Broccole
|
—
|
24,886
|
97,348
|
—
|
595,060
|
(1) |
The amounts shown in this column reflect amounts contributed in 2020.
|
(2) |
Earnings are not above market and therefore are not reportable in the Summary Compensation Table. See “Severance and Change of Control Arrangements—Defined Contribution Plan” below for further information.
|
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 security holders
|
839,686
|
(1)
|
$
|
34.77
|
173,729
|
(2)
|
||||||
Equity compensation plans not approved by security holders
|
|
─ |
|
─ |
|
─ | ||||||
All plans
|
839,686
|
(1)
|
$
|
34.77
|
173,729
|
(2)
|
(1) |
Represents shares covered by outstanding unvested long-term retention restricted stock awards issued under our 2006 Omnibus Incentive Plan, and outstanding unvested awards of restricted stock (standard awards and long-term
retention awards) and performance shares issuable under our 2016 Omnibus Incentive Plan.
|
(2) |
Represents shares of the Company’s Common Stock issuable under our 2016 Omnibus Incentive Plan.
|
|
(a) |
Any person, other than certain designated persons, becomes the beneficial owner of 30% or more of the total voting stock of the Company;
|
|
(b) |
Individuals who constituted the Board as of May 19, 2016 cease for any reason to constitute at least a majority of the Board, other than in certain circumstances;
|
|
(c) |
Consummation of a reorganization, merger, or consolidation of the Company, in each case unless, all or substantially all of the beneficial owners of the Company before such event hold more than 50% of the voting stock after such
event; or
|
|
(d) |
Any person, other than certain designated persons, acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company.
|
Name
|
Severance Compensation Agreement Amount (1)
|
SERP
Amount (2)
|
Early
Vesting of
Restricted
|
Other (4)
|
Total
|
|||||||||||||||
Lawrence I. Sills
|
$
|
─ |
$
|
9,494,339
|
$
|
242,760
|
$
|
─ |
$
|
9,737,099
|
||||||||||
Eric P. Sills
|
─
|
799,007
|
1,416,100
|
─
|
2,215,107
|
|||||||||||||||
James J. Burke
|
3,132,000
|
1,787,313
|
242,760
|
131,275
|
5,293,356
|
|||||||||||||||
Dale Burks
|
─
|
824,568
|
1,542,538
|
─
|
2,367,106
|
|||||||||||||||
Nathan R. Iles
|
─
|
18,173
|
364,140
|
─
|
382,313
|
|||||||||||||||
Carmine J. Broccole
|
─
|
595,060
|
1,881,390
|
─
|
2,476,450
|
(1) |
This amount represents three times the sum of the executive officer’s 2020 base salary and standard bonus and would be payable over a two year period on a semi-monthly basis.
|
(2) |
This amount represents contributions under the SERP that would be made upon a change of control. Absent a change of control, if the executive officer retired or was terminated at December 31, 2020, this amount would be paid
either in a lump sum or over a period of time, at the election of the officer.
|
(3) |
This amount represents the closing price of our Common Stock on December 31, 2020 of $40.46 per share multiplied by the outstanding number of shares of restricted stock for each executive as follows: Lawrence Sills – 6,000
shares; Eric Sills – 35,000 shares; James Burke – 6,000 shares; Dale Burks – 38,125 shares; Nathan Iles – 9,000; and Carmine Broccole – 46,500 shares. Absent a change of control, if Lawrence I. Sills or James J. Burke resigned or
retired at December 31, 2020, their restricted stock awards would immediately vest under the terms of the awards because they have reached the age of 65.
|
(4) |
For James J. Burke, this amount represents Company payments for (a) group medical, dental and/or life insurance plans for a 36 month period, (b) use of a company automobile for the duration of the lease then in effect, and (c)
the cost of outplacement services, pursuant to the terms of the Severance Compensation Agreement.
|
|
• |
We structure our pay to consist of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income regardless of the Company’s stock price so that employees do not feel
pressured to focus exclusively on stock price performance to the detriment of other important business goals. The variable (cash bonus and equity) portions of compensation are designed to reward both short-term and long-term
corporate performance. For short-term performance, our cash bonus is awarded based on the achievement of both company-level financial objectives and management performance goals. For long-term performance, our restricted stock and
performance share awards vest over three years or a longer period of time.
|
|
• |
We cap our annual cash incentive awards at 200% of the applicable target, which we believe also mitigates excessive risk taking by limiting payouts. Moreover, any awards in excess of the
200% target may be carried into the following year but is subject to the risk of forfeiture depending upon the following year’s performance. With respect to company-level financial performance
awards, since bonuses are based on overall corporate performance, rather than individual performance, the ability of an individual executive to increase his or her own bonus compensation through excessive risk taking is
constrained.
|
Audit Committee
|
|
William H. Turner (Chair)
|
Alisa C. Norris
|
Pamela Forbes Lieberman
|
Richard S. Ward
|
Patrick S. McClymont
|
Roger M. Widmann
|
Joseph W. McDonnell
|
By Order of the Board of Directors
|
|
Carmine J. Broccole
|
|
Senior Vice President
|
|
General Counsel & Secretary
|
|
Dated: April 21, 2021
|
Page | ||
Article 1.
|
Establishment, Purpose, and Duration
|
1
|
Article 2.
|
Definitions
|
2
|
Article 3.
|
Administration
|
8
|
Article 4.
|
Shares Subject to this Plan and Maximum Awards
|
9
|
Article 5.
|
Eligibility and Participation
|
11
|
Article 6.
|
Stock Options
|
11
|
Article 7.
|
Stock Appreciation Rights
|
13
|
Article 8.
|
Restricted Stock and Restricted Stock Units
|
14
|
Article 9.
|
Performance Units/Performance Shares
|
16
|
Article 10.
|
Cash-Based Awards and Other Stock-Based Awards
|
17
|
Article 11.
|
Transferability of Awards
|
18
|
Article 12.
|
Performance Measures
|
18
|
Article 13.
|
Nonemployee Director Awards
|
20
|
Article 14.
|
Dividend Equivalents
|
20
|
Article 15.
|
Beneficiary Designation
|
21
|
Article 16.
|
Rights of Participants
|
21
|
Article 17.
|
Change of Control
|
21
|
Article 18.
|
Amendment, Modification, Suspension, and Termination
|
23
|
Article 19.
|
Withholding
|
23
|
Article 20.
|
Successors
|
24
|
Article 21.
|
General Provisions
|
24
|
|
2.2 |
“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.
|
|
2.5 |
“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
|
|
2.6 |
“Board” or “Board of Directors” means the Board of Directors of the Company.
|
|
2.7 |
“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.
|
|
(a) |
Willful failure to substantially perform his or her duties as an Employee (for reasons other than physical or mental illness) or Director after reasonable notice to the Participant of that failure;
|
|
(b) |
Misconduct that materially injures the Company or any Subsidiary or Affiliate;
|
|
(c) |
Conviction of, or entering into a plea of nolo contendere to, a felony; or
|
|
(d) |
Material breach of any written covenant or agreement with the Company or any Subsidiary or Affiliate.
|
|
2.9 |
“Change of Control” means the occurrence of any one of the following events with respect to the Company:
|
|
(a) |
The acquisition by any Person of Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the
“Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 2.9, the following acquisitions shall not constitute a Change of Control: (i) any acquisition by a Person who on the Effective Date is the
Beneficial Owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition by the
Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (v) any acquisition by any corporation pursuant to a transaction which complies with
subparagraphs (i), (ii), and (iii) of Section 2.9(c); provided, however, the acquisition by any Person of Beneficial Ownership of thirty percent (30%) or more of the combined voting power shall not constitute a Change of Control if
Standard Motor Products, Inc. maintains a Beneficial Ownership of more than fifty percent (50%) of the then-outstanding voting securities of the Company entitled to vote generally in the election of Directors;
|
|
(b) |
Individuals who constitute the Board as of the Effective Date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board during any 12-month period, provided that any individual becoming a
Director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board;
|
|
(c) |
Consummation of a reorganization, merger, or consolidation to which the Company is a party (a “Business Combination”), in each case unless, following such Business Combination all or substantially all of the individuals and entities
who were the Beneficial Owners of Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding
voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or
|
|
(d) |
Any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total
gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s); provided, however, that a transfer of assets by the Company is not
treated as a Change of Control if the assets are transferred to (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of
all outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in the previous subsection (C). For purposes of this
paragraph, (1) gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets, and (2) a Person’s status is
determined immediately after the transfer of the assets.
|
|
2.12 |
“Company” or “Corporation” means Standard Motor Products, Inc., a New York corporation, and any successor thereto as provided in Article 20 herein.
|
|
2.13 |
|
2.14 |
“Director” means any individual who is a member of the Board of Directors of the Company.
|
|
2.15 |
“Disability” or “Disabled” means that an individual is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees
of the Company.
|
|
2.16 |
“Effective Date” has the meaning set forth in Section 1.1.
|
|
2.18 |
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
|
|
2.19 |
“Existing Equity Plan” means the Standard Motor Products, Inc. 2006 Omnibus Incentive Plan, as amended.
|
|
2.20 |
“Fair Market Value” or “FMV” means, on any given date, the closing price of a Share as reported on the New York Stock Exchange (“NYSE”) on such date, or
if Shares were not traded on NYSE on such day, then on the next preceding day that Shares were traded on NYSE; in the event Shares are traded only on an exchange other than NYSE, references herein to NYSE shall mean such other exchange.
|
|
2.21 |
“Full Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.
|
|
2.22 |
“Grant Date” means the date an Award is granted to a Participant pursuant to the Plan.
|
|
2.23 |
“Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.
|
|
2.26 |
“Net Income” means the consolidated net income before taxes for the Plan Year, as reported in the Company’s annual report to shareholders or as otherwise reported to shareholders.
|
|
2.27 |
“Nonemployee Director” means a Director who is not an Employee.
|
|
2.28 |
“Nonemployee Director Award” means any NQSO, SAR, or Full Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such
applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.
|
|
2.29 |
“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet
such requirements.
|
|
2.30 |
“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.
|
|
2.31 |
“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
|
|
2.32 |
“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
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2.33 |
“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
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2.34 |
“Performance-Based Compensation” means compensation under an Award that is subject to performance-based criteria as a component of the Award.
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2.35 |
“Performance Measures” means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan.
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2.41 |
“Plan” means this Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan.
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2.42 |
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2.43 |
“Restricted Stock” means an Award granted to a Participant pursuant to Article 8.
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2.44 |
“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the Grant date.
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2.45 |
“Share” means a share of common stock of the Company, $2.00 par value per share.
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2.46 |
“Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.
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2.48 |
“Third Party Service Provider” means any consultant, agent, advisor, or independent contractor who renders services to the Company, a Subsidiary, or an Affiliate that (a) are not in connection
with the offer and sale of Company’s securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.
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(a) |
The maximum number of Shares available for issuance to Participants under this Plan, inclusive of Shares issued and Shares underlying then outstanding Awards granted on or after the Effective Date, is two million fifty thousand
(2,050,000) Shares (the “Share Authorization”).
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(b) |
The maximum aggregate number of Shares of the Share Authorization that may be issued pursuant to ISOs or SARs under this Plan shall be two million fifty thousand (2,050,000).
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(c) |
The maximum number of Shares of the Share Authorization that may be issued as Full Value Awards under this Plan shall be two million fifty thousand (2,050,000).
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(d) |
The maximum number of Shares of the Share Authorization that may be issued to Nonemployee Directors pursuant to Nonemployee Director Awards shall be three hundred thousand (300,000) Shares, and no Nonemployee Director may receive
Nonemployee Director Awards subject to more than ten thousand (10,000) Shares in any Plan Year.
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(a) |
Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be twenty-five thousand (25,000).
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(b) |
SARs: The maximum number of Shares subject to SARs granted in any one Plan Year to any one Participant shall be twenty-five thousand (25,000).
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(c) |
Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one
Plan Year to any one Participant shall be ten thousand (10,000).
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(d) |
Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any
one Plan Year shall be ten thousand (10,000) Shares, or equal to the value of ten thousand (10,000) Shares, determined as of the date of grant, as applicable.
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(e) |
Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed the greater of one million
dollars ($1,000,000) or the value of twenty-five thousand (25,000) Shares, determined as of the date of grant, as applicable.
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(f) |
Other Stock-Based Awards: The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be twenty-five thousand
(25,000) Shares.
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(a) |
The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
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(b) |
The number of Shares with respect to which the SAR is exercised.
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(a) |
Net earnings or net income (before or after taxes);
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(b) |
Earnings per share (basic or diluted);
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(c) |
Net sales or revenue growth;
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(d) |
Net operating profit;
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(e) |
Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);
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(f) |
Cash flow (including, but not limited to, throughput, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);
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(g) |
Earnings before or after taxes, interest, depreciation, and/or amortization;
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(h)
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Earnings before taxes;
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(i)
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Gross or operating margins;
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(j)
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Corporate value measures;
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(k)
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Capital expenditures;
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(l)
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Unit volumes;
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(m)
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Productivity ratios;
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(n) |
Share price (including, but not limited to, growth measures and total shareholder return);
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(o)
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Cost or expense;
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(p)
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Margins (including, but not limited to, debt or profit);
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(q) |
Operating efficiency;
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(r) |
Working capital targets or any element thereof;
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(s)
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Expense targets;
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(t) |
Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);
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(u) |
Strategic milestones (including, but not limited to, debt reduction, improvement of cost of debt, equity or capital, completion of projects, achievement of synergies or integration objectives, or improvements to credit rating,
inventory turnover, weighted average cost of capital, implementation of significant new processes, productivity or production, product quality, and any combination of the foregoing);
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(v) |
Strategic sustainability metrics (including, but not limited to, corporate governance, consumer advocacy, enterprise risk management, employee development, and portfolio restructuring); and
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(w) |
Gross, operating, stockholder equity, or net worth.
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(a) |
All Awards to a Participant who is an officer subject to Section 16 of the Exchange Act, including the Chief Executive Officer and Chief Financial Officer of the Company, or as otherwise defined by the Securities and Exchange
Commission, shall be subject to forfeiture as provided under the Company’s Clawback Policy (“Policy”), adopted as of February 28, 2011, as amended from time to time in the discretion of the Company. The Policy shall be provided to
affected Participants and which shall be considered incorporated into and made a part of this Plan and any Award Agreement issued to an affected Participant. Additionally, the Company shall also comply with any required reimbursement,
forfeiture, or claw back rules issued in final form by the Securities and Exchange Commission or other applicable agency.
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(b) |
The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, circumstances or events provided for under applicable securities laws, rules
or statutes, termination of employment for Cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of
noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its
Subsidiaries.
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(a) |
Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
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(b) |
Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
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(a) |
Determine which Affiliates and Subsidiaries shall be covered by this Plan;
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(b) |
Determine which Employees and/or Directors or Third Party Service Providers outside the United States are eligible to participate in this Plan;
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(c) |
Modify the terms and conditions of any Award granted to Employees and/or Directors or Third Party Service Providers outside the United States to comply with applicable foreign laws;
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(d) |
Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section
21.9 by the Committee shall be attached to this Plan document as appendices; and
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(e) |
Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
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