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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 Pursuant to §240.14a-12
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de-classify our Board of Directors and provide for the annual election of all of our directors;
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eliminate the requirement for a supermajority vote of our stockholders to amend our certificate of incorporation; and
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eliminate the requirement for a supermajority vote of our stockholders to amend our Bylaws.
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Date
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Wednesday, June 16, 2021
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Time
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2:00 p.m. Eastern Daylight Time
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Virtual Meeting Information
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You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/IR2021. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
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Record date/Stockholder List
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April 20, 2021. Only stockholders of record at the close of business on April 20, 2021, are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting during the 2021 Annual Meeting, at www.virtualshareholdermeeting.com/IR2021 when you enter your 16-Digit Control Number and such list will be available during business hours at the Company’s corporate headquarters for the ten days preceding the Annual Meeting.
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Items of business
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(1) To approve the amendment of Article VI of the Amended and Restated Certificate of Ingersoll Rand Inc., as amended (the “Certificate of Incorporation”), to declassify the board of directors and to provide for the immediate annual election of all directors.
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(2) To approve the amendment of Article V of the Certificate of Incorporation to eliminate the supermajority stockholder vote required to amend, alter, repeal or rescind provisions of the Certificate of Incorporation and to make a corresponding change to the title of such Article V.
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(3) To approve the amendment of Article V of the Certificate of Incorporation to eliminate the supermajority stockholder vote required for stockholders to amend, alter, repeal or rescind, in whole or in part, any provision of the Bylaws of the Company or to adopt any provision inconsistent therewith.
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(4) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.
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(5) To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.
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(6a) If Proposal No. 1 is approved, to elect the 10 director nominees named in the Proxy Statement, to serve until the next annual meeting of stockholders or until their respective successors are duly elected and qualified.
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(6b) If Proposal No. 1 is not approved, to elect the four Class I director nominees named in the Proxy Statement, to serve until the annual meeting of stockholders in 2024 or until their respective successors are duly elected and qualified.
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(7) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Internet, through computer or mobile device such as a tablet or smartphone;
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Telephone; or
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Mail.
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Proposal No. 1: Amendment of the Certificate of Incorporation to declassify our Board and to provide for the immediate annual election of all directors (the “Declassification Proposal”).
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Proposal No. 2: Amendment of the Certificate of Incorporation to eliminate the supermajority vote required to amend provisions of the Certificate of Incorporation and to make a corresponding change to the title of Article V of the Certificate of Incorporation (the “Supermajority Charter Amendment Elimination Proposal”).
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Proposal No. 3: Amendment of the Certificate of Incorporation to eliminate the supermajority vote required for stockholders to amend our Bylaws (the “Supermajority Bylaws Amendment Elimination Proposal”).
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Proposal No. 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021 (the “Ratification Proposal”).
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Proposal No. 5: Approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (the “Say on Pay Proposal”).
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Proposal No. 6a: If the Declassification Proposal is approved, election of the 10 director nominees listed herein (the “Nominee Alternative A Proposal”).
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Proposal No. 6b: If the Declassification Proposal is not approved, election of the four Class I director nominees listed herein (the “Nominee Alternative B Proposal” and, together with the “Nominee Alternative A Proposal,” the “Alternative Nominee Proposals”).
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de-classify our Board of Directors and provide for the annual election of all of our directors;
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eliminate the requirement for a supermajority vote of our stockholders to amend our certificate of incorporation; and
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eliminate the requirement for a supermajority vote of our stockholders to amend our Bylaws.
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Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);
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Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares; and
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Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans.
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“FOR” the Declassification Proposal.
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“FOR” the Supermajority Charter Amendment Elimination Proposal.
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“FOR” the Supermajority Bylaws Amendment Elimination Proposal.
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“FOR” the Ratification Proposal.
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“FOR” the Say on Pay Proposal.
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“FOR” each of the nominees to the Board set forth in the Alternative Nominee Proposals.
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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IR2021;
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Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/IR2021 on the day of the Annual Meeting;
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Technical support and assistance will be provided at www.virtualshareholdermeeting.com/IR2021 on the day of the Annual Meeting and during the Annual Meeting;
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Stockholders may vote and submit questions while attending the Annual Meeting via the Internet;
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You will need your 16-Digit Control Number to enter the Annual Meeting; and
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Webcast replay of the Annual Meeting will be available in the Investors section of our website after the meeting.
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Providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and
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Answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.
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By Internet—If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice or your proxy card in order to vote by Internet.
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By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice or your proxy card in order to vote by telephone.
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By Mail—You may submit your proxy by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
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Article V: Amendments to the Certificate of Incorporation or Bylaws
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Article VI: Classification of the Board of Directors
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Article VII: Limitation of Director Liability
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Article VIII: Stockholder’s ability to act by consent in lieu of a meeting and call special meetings;
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Article IX: Competition and Corporate Opportunities; and
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Article X: Business Combinations.
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de-classify our Board and provide for the annual election of all of our directors;
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eliminate the requirement for a supermajority vote of our stockholders to amend our Certificate of Incorporation; and
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eliminate the requirement for a supermajority vote of our stockholders to amend our Bylaws.
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Audit Committee
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Compensation
Committee
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Nominating and Corporate
Governance Committee
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Kirk E. Arnold
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X
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Elizabeth Centoni
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X
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William P. Donnelly
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X, Chair
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X
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Gary D. Forsee
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X
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John Humphrey
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X
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X, Chair
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Marc E. Jones
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X
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Peter M. Stavros
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X
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Joshua T. Weisenbeck
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X, Chair
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Tony L. White
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X
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Number of meetings held in 2020
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7
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6
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5
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overseeing the adequacy and integrity of our financial statements and our financial reporting disclosure practices;
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overseeing the soundness of our system of internal controls to assure compliance with financial and accounting requirements, our system of disclosure controls and procedures and compliance with ethical standards adopted by the Company;
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retaining and reviewing the qualifications, performance and independence of our independent auditor;
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overseeing our general risk management strategy including guidelines and policies relating to risk assessment and risk management, and management’s plan and execution of appropriate risk mitigation strategies which include risk monitoring and controls;
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overseeing our internal audit function;
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reviewing and approving or ratifying all transactions between us and any “Related Persons” (as defined in the federal securities laws and regulations) that are required to be disclosed to Item 404(a) of Regulation S-K promulgated under the Exchange Act; and
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reviewing and discussing with management compliance with our Code of Conduct.
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establishing and reviewing the overall compensation philosophy of the Company;
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reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any;
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evaluating the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer;
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reviewing and approving or making recommendations to the Board on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers;
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reviewing and approving, or making recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and overseeing the activities of the individuals responsible for administering those plans;
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reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;
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reviewing and making recommendations to the Board, or approving, all equity-based awards, including pursuant to the Company’s equity-based plans;
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monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans; and
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reviewing and monitoring all employee retirement, profit sharing and benefit plans of the Company.
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identifying and recommending nominees for election to the Board of Directors;
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reviewing the composition and size of the Board of Directors;
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overseeing an annual evaluation of the Board of Directors and each committee;
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regularly reviewing our corporate governance documents, including our Certificate of Incorporation and Bylaws and Corporate Governance Guidelines;
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recommending members of the Board of Directors to serve on committees of the Board; and
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overseeing and approving the management continuity planning process.
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Be a DE&I leader within our industry that mirrors the communities and customers we serve.
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Leverage diversity, equity and inclusion to exceed our business goals, attract and retain the best talent, and address today’s global challenges.
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Cultivate diversity, promote equity and pursue a more inclusive culture that strengthens the sense of belonging for all.
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Name
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Age
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Principal Occupation and Other Information
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Sia Abbaszadeh
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60
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Since January 2021, Sia Abbaszadeh has served as the senior vice president of strategy and technology. Prior to that, from the completion of the Merger, Mr. Abbbaszadeh served as the vice president and general manager of the Pressure and Vacuum Solutions business unit of the combined company (“PVS”). Prior to this role, Mr. Abbaszadeh served as vice president and general manager, Vacuum and Turbo Blowers at Gardner Denver since September 2018.
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Mr. Abbaszadeh joined Gardner Denver in the Industrials Segment in March 2016 as the global vice president Technology and Marketing. Prior to Gardner Denver, Mr. Abbaszadeh held an executive board level position of chief technology and marketing officer within Atlas Copco Vacuum Solution with global responsibility for business development and R&D. He joined Atlas Copco following the acquisition of Edwards High Vacuum in January 2014. At Edwards, he held a number of roles within the R&D group, moving to the position of business development director-Japan in 2002. He was appointed to the board level position of global head of the Solar Division in 2005 and chief marketing and technology officer in 2010. He holds a Master of Science from Brighton University, UK.
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Gary Gillespie
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65
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Since the completion of the Merger, Gary Gillespie has served as the vice president and general manager of the Industrial Technologies and Services, Americas business unit of the combined company.
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Prior to this role, Mr. Gillespie served as vice president, general manager for Industrial Americas of Gardner Denver, overseeing all Compressor, Blower, Vacuum and Industrial Pump products. He joined Gardner Denver in 1981. During his tenure, he has held various positions of increasing responsibility, including sourcing/procurement, customer service, sales management and product management. Prior to joining Gardner Denver, he was employed by Quincy Compressor and Fiat-Allis Machinery.
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Mr. Gillespie holds a Bachelor of Science degree from Illinois State University.
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Nick Kendall-Jones
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50
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Since the completion of the Merger, Nick Kendall-Jones has served as the vice president and general manager of the Precision and Science Technologies business unit of the combined company. He joined Ingersoll-Rand plc in May 2019 following the acquisition of PFS from Accudyne Industries. Prior to joining Ingersoll Rand, Mr. Kendall-Jones’ most recent leadership role was serving as President of PFS Accudyne Industries from October 2016.
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Mr. Kendall-Jones started his career in Finance with ITT Corporation serving in various European roles and general management roles, including leading Xylem’s Global Industrial Water business and as fluid platform president of a Crane Company division.
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Mr. Kendall-Jones has a degree in business and finance and is a certified Lean Six Sigma Champion and graduate of the Ashridge Strategic Leadership Development Program.
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Name
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Age
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Principal Occupation and Other Information
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Vikram Kini
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40
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Mr. Kini has served as our Senior Vice President, Chief Financial Officer since June 15, 2020. He joined Gardner Denver as its Director of Financial Planning and Analysis in 2011, has served as Gardner Denver’s Vice President of Investor Relations since 2012, and has held other various finance leadership roles since 2012, including Vice President of Financial Planning and Analysis and Vice President of Finance, Industrials Segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company.
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Craig Mundy
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56
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Since the completion of the Merger, J. Craig Mundy (Craig) has served as the senior vice president of human resources, talent and diversity and inclusion of the combined company.
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Mr. Mundy joined Ingersoll-Rand plc in 2007 and has served in several leadership roles, including human resources, communications and talent and organizational capability. Prior to joining Ingersoll Rand, Craig was vice president, human resources for Procter & Gamble (The Gillette Company). He has held senior leader roles with Duracell and Schlumberger Industries. He has more than 30 years of human resources experience within the consumer products, energy services, transportation, climate and industrial markets.
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Mr. Mundy holds a bachelor’s in business management from Auburn University.
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Andrew Schiesl
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49
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Since the completion of the Merger, Andrew Schiesl has served as the senior vice president, general counsel, chief compliance officer and secretary of the combined company. He leads legal, compliance, communications, governance, risk management and corporate social responsibility, which includes the combined company’s Environmental, Health and Safety (EHS) and sustainability efforts. Prior to this role, Andy served as vice president, general counsel, chief compliance officer and secretary at Gardner Denver since 2013 and was also responsible for leading human resources at Gardner Denver in addition to Gardner Denver’s legal, compliance, governance and risk management functions.
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Previously, Mr. Schiesl served as vice president and general counsel of Quad/Graphics, Inc., a commercial printing business, from 2003 until he joined Gardner Denver. He was also senior counsel at Harley-Davidson, Inc., after beginning his career practicing law with Foley & Lardner LLP in Milwaukee.
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Mr. Schiesl received a bachelor’s in political science and history from the University of Wisconsin-Milwaukee and graduated from the University of Pennsylvania School Of Law. He holds a Master of Business Administration from the Kellogg School of Management at Northwestern University.
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Enrique Miñarro Viseras
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43
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Since the completion of the Merger, Enrique Miñarro Viseras has served as the vice president and general manager of the Industrial Technologies and Services, Europe, Middle East, India and Africa (EMEIA) business unit of the combined company and since January 2021 Mr. Miñarro Viseras’ responsibilities have expanded to include oversight of the majority of the legacy PVS brands including Nash, Garo, EMCO Wheaton Loading Arms, Hoffman, Lamson, BelissMorcom, Reavell and Mako.
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Name
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Age
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Principal Occupation and Other Information
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Prior to the Merger, Mr. Miñarro Viseras served as vice president and general manager, Industrials Segment EMEIA Region at Gardner Denver since May 2016 where he has been responsible for leading all Industrials segment operations, including sales, service, engineering, product management and manufacturing within Europe, Middle East, Africa and India.
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Prior to Gardner Denver, Mr. Miñarro Viseras had an extensive 15-year career at Emerson Network Power and Emerson Industrial Automation, most recently serving as the Managing Director, Emerson Network Power from May 2015 to April 2016.
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Prior to Managing Director, Mr. Miñarro Viseras held the position of President, Control Techniques for Emerson Industrial Automation from July 2012 to April 2015. He holds a doctorate in engineering plus a Master of Business Administration and a Master of Engineering and Management from Cranfield University, United Kingdom as well as a degree in industrial engineering from Universidad Politécnica of Valencia, Spain.
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Mark Wagner
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47
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Since the completion of the Merger, Mark Wagner has served as the vice president and general manager of the Specialty Vehicle Technologies business unit, which includes the Club Car business.
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Mr. Wagner joined Ingersoll-Rand plc in 1996 as a sales engineer and has served in numerous sales, contracting, sales operations and general management roles of increasing importance. Mr. Wagner’s most recent prior role was as the vice president of sales for Ingersoll Rand’s Residential HVAC business unit.
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Mr. Wagner holds a bachelor’s in industrial engineering from Penn State University and a Master of Business Administration from Indiana University, Kelley School of business.
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Michael A. Weatherred
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59
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Since the completion of the Merger, Michael A. Weatherred has served as the senior vice president of the combined company, leading Ingersoll Rand Execution Excellence (IRX), Strategy and Business Development.
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Prior to the Merger, Mr. Weatherred served as vice president of Execution Excellence at Gardner Denver. He joined Gardner Denver in May 2018 as vice president of Gardner Denver Operating Systems.
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Prior to joining Gardner Denver, Mr. Weatherred served as vice president of Growth in the Danaher Business System Office of Danaher Corporation from 2013 to May 2018. Before that, he spent 12 years at Danaher in its Dental and Product ID platforms in various general management, marketing and strategic account roles. Prior to joining Danaher in 2002, Mr. Weatherred spent time at Honeywell and Black & Decker in various sales, marketing and general management roles.
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Mr. Weatherred earned a Bachelor of Science in accounting from Pittsburg State University and a Master of Business Administration from Loyola University.
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For the Years Ended
December 31,
(in thousands)
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2020
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2019
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Fees:
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Audit fees(1)
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$8,510
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$4,348
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Audit Related fees(2)
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5,462
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6,839
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Tax fees(3)
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6,764
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3,466
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All other fees(4)
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3,100
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7,040
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Total
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$23,836
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$21,693
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(1)
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Audit fees include fees for the annual integrated audit, quarterly reviews and non-U.S. statutory audits.
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(2)
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Audit related fees include fees primarily for business due diligence services and registration statement filings related to the Merger.
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(3)
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Tax fees include primarily tax advisory services related to the Merger and other tax-related matters. Tax fees also include fees of $295,000 and $316,000 for tax return preparation and review and transfer pricing services in 2020 and 2019, respectively.
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(4)
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All other fees include advisory services rendered in connection with the Merger.
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Joshua T. Weisenbeck, Chair
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Kirk E. Arnold
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William P. Donnelly
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Marc E. Jones
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NEOs/Executive Officers
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Title
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Vicente Reynal
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Chief Executive Officer (“CEO”)
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Vikram Kini(1)
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Senior Vice President & Chief Financial Officer (“CFO”)
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Andrew Schiesl
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Senior Vice President, General Counsel, Chief Compliance Officer & Secretary
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Enrique Miñarro Viseras
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Vice President & General Manager, Industrial Technologies and Services, EMEIA and Pressure and Vacuum Solutions Group
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Michael Weatherred
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Senior Vice President, IR Execution Excellence (IRX) and Business Development
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Emily Weaver(2)
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Former Senior Vice President & Chief Financial Officer (“CFO”)
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(1)
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Mr. Kini was appointed Senior Vice President and Chief Financial Officer of the Company effective June 15, 2020.
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(2)
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Ms. Weaver served as Senior Vice President and Chief Financial Officer of the Company until June 15, 2020.
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Completed the transformational merger between the Company and the Industrials Segment of Ingersoll Rand plc (the “Merger”)
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For the one year period following the close of the Merger (March 2, 2020 - March 2, 2021), achieved total shareholder return performance of 42.7%, which was 69% greater than the total shareholder return of the S&P 500 during the same time period of 25.2%
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Achieved annualized Merger integration cost synergies of ~$175 million1
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In the course of less than a year, increased the overall three-year Merger related cost synergy target by 20% from the originally announced $250 million target to $300 million2
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Expanded full year Adjusted EBTIDA margins (despite lower year-over-year revenue due primarily to COVID-19) through prudent cost controls and efficiency enhancements driven by applying Ingersoll Rand Execution Excellence (IRX) processes
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Generated $866 million in FCF3 and completed the year with a strong balance sheet, $2.7 billion in liquidity and a net debt to Adjusted EBITDA leverage ratio substantially similar to that as of the end of 2019
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1
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Includes approximately $110 million of annualized structural reductions executed, including approximately $85 million savings delivered in 2020, and approximately $65 million of annualized procurement savings executed, including approximately $30 million delivered in 2020.
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2
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We expect to be able to realize the anticipated cost synergies of approximately $300 million by the end of year 3 after closing. We expect to incur approximately $450 million of expense in connection with both achieving these cost synergies and the associated stand-up of the new company.
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3
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FCF is defined as cash flows from operating activities minus capital expenditures. For a reconciliation of FCF to cash flows from operating activities, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations―Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2020.
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Continued the optimization of the Company’s portfolio of businesses through a number of highly accretive acquisitions including Albin Pump SAS and the Tuthill Vacuum and Blower Systems division of Tuthill Corporation
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Announced an agreement to sell a majority interest in the Company’s High Pressure Solutions segment, which is expected to reduce the Company’s direct exposure to the upstream oil and gas market to immaterial levels
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|
Added Sustainability as a strategic imperative, published the Company’s first Sustainability Report, and announced significant 2030 and 2050 Environmental Goals
|
•
|
Awarded approximately $150 million in equity to nearly 16,000 employees who were not otherwise eligible for equity awards under the Company’s management equity plan, further establishing an ownership culture where all employees can benefit from creating value as they contribute to the Company’s success
|
•
|
Executive Officer and Board of Directors Compensation Reductions: In an effort to preserve cash in the interest of the long-term health and sustainability of the Company during the COVID-19 downturn, our executive officers (including each of our NEOs) and members of our Board of Directors volunteered to temporarily reduce their base salaries and cash director fees, respectively, by 15% from April 1, 2020 through the end of 2020.
|
•
|
One-time Transformational Merger-related Bonus: In recognition of the extraordinary efforts required to bring the Merger to completion, employees who played a significant role in the consummation of the Merger and related integration planning (including each of our NEOs) were awarded a one-time cash bonus. The bonuses were intended to serve as both reward for the efforts to bring about the Merger and associated initial synergy targets and motivation to maintain focus on the post-Merger integration and synergy obtainment, which resulted in the 20% increase in the cost synergy target as described above. These amounts were approved by the Committee in connection with the consummation of the Merger, which was overwhelmingly supported by our stockholders. For more information see “2020 Executive Compensation Program in Detail – One-Time Transformational Merger Bonuses.”
|
•
|
Shift of Total Compensation Mix to be more Performance-Based and Resulting Stub-Period RSUs: In response to stockholder feedback, the Company introduced performance share units to the annual equity grant mix in 2020. The resulting compensation structure is beneficial to our stockholders given that when combined with stock options, 75% of annual equity value is delivered in instruments directly tied to increasing stockholder value over the long-term. However, as a consequence of our efforts to enhance the annual equity incentive awards’ link to specific long-term performance goals, the introduction of PSUs with 3-year cliff vesting created an annual vesting shortfall for participants in the two years leading up to the inaugural PSU award being 100% vested. To address this shortfall, which we believe could have negatively impacted retention and employee engagement, we awarded one-time “Stub Period” RSUs to ensure there was no decrease in the retention value of our annual long-term incentive awards caused by the shift towards performance-vested equity. For more information see “2020 Executive Compensation Program in Detail – One-Time “Stub Period” RSUs Granted in 2020”.
|
•
|
Merger-Related Relocation Costs: In connection with the Merger, the Company’s headquarters were moved from Milwaukee, WI to Davidson, NC. As a result, several NEOs were required to relocate. Consistent with standard market practices, the Company assumed relocation costs for impacted executives, which resulted in year-over-year increases to the “All Other Compensation” values reported
|
NEO
|
| |
2020
Base Salary
Rate(1)
|
| |
Target
Bonus
Amount
|
| |
Annual
Long-Term
Incentive
Awards(2)
|
| |
Target
Total Direct
Compensation
(“TDC”)
|
| |
Summary
Compensation
Table (“SCT”)
Total
|
| |
Target TDC vs. SCT Total
|
|||
|
($)
|
| |
(%)
|
|||||||||||||||||
Vicente Reynal
|
| |
$1,000,000
|
| |
$1,500,000
|
| |
$6,700,000
|
| |
$9,200,000
|
| |
$12,141,175
|
| |
($2,941,175)
|
| |
(24.2%)
|
Vikram Kini
|
| |
$450,000
|
| |
$337,500
|
| |
$1,000,000
|
| |
$1,787,500
|
| |
$2,021,301
|
| |
($233,801)
|
| |
(11.6%)
|
Andrew Schiesl
|
| |
$500,000
|
| |
$375,000
|
| |
$950,000
|
| |
$1,825,000
|
| |
$3,401,488
|
| |
($1,576,488)
|
| |
(46.3%)
|
Enrique Miñarro Viseras(3)
|
| |
$440,000
|
| |
$374,000
|
| |
$1,000,000
|
| |
$1,814,000
|
| |
$2,518,695
|
| |
($704,695)
|
| |
(28.0%)
|
Michael Weatherred
|
| |
$415,000
|
| |
$311,250
|
| |
$700,000
|
| |
$1,426,250
|
| |
$1,941,818
|
| |
($515,568)
|
| |
(26.6%)
|
(1)
|
Reflects annual salary rates approved by the Committee for 2020, absent the impact of COVID-19 related reductions.
|
(2)
|
Annual LTI includes target value of equity issued in 2020 excluding stub period RSUs driven by the transition to a more performance-oriented structure.
|
(3)
|
Mr. Miñarro Viseras is based in Europe and compensated in Euros. Values comprising Target TDC reflect US dollar amounts approved by the Committee, which were translated to Euros upon payment at the then-current exchange rates.
|
|
Attraction and Retention
|
| |
Enable the Company to attract and retain highly-talented people with exceptional leadership capabilities.
|
|
|
Competitiveness
|
| |
Provide total compensation opportunity levels that are competitive with those being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent.
|
|
|
Stockholder Alignment
|
| |
Deliver majority of compensation through pay elements that are designed to create long-term value for our stockholders (see positioning versus market below), as well as foster a culture of ownership.
|
|
|
Pay for Performance
|
| |
Ensure that a significant portion of an executive’s total compensation is variable (“at risk”) and dependent upon the attainment of certain specific and measurable business performance objectives.
|
|
|
Element
|
| |
Target
Positioning vs.
Market
|
| |
Primary Objectives
|
| |||
|
Base Salary
|
| |
Target at or Below Median
|
| |
•
|
| |
Attract and retain high-performing and experienced individuals
|
|
|
•
|
| |
Provide steady source of income
|
| ||||||
|
Annual Cash Incentives
|
| |
Target at Median
|
| |
•
|
| |
Motivate executives to achieve challenging short-term performance goals
|
|
|
•
|
| |
Align with annual financial objectives
|
| ||||||
|
Long-Term
Equity Incentives
|
| |
Target at
50th - 75th percentile
|
| |
•
|
| |
Align executives’ interests with those of stockholders
|
|
|
•
|
| |
Align with long-term business strategy
|
| ||||||
|
•
|
| |
Retain executive talent through multi-year vesting schedules
|
| ||||||
|
•
|
| |
Motivate sustainable performance that creates long-term value for stockholders
|
| ||||||
|
•
|
| |
Foster our Purpose and Values to build teams that think and act like owners
|
|
|
What We Do
|
| |
What We Don’t Do
|
| ||||||
|
|
| |
Significant Portion of Pay Focused on Long-Term Value Creation
|
| |
|
| |
No Tax Gross-Ups in Connection with Change-in-Control Severance
|
|
|
|
| |
50% of annual long-term incentive compensation delivered in performance-vesting equity
|
| |
|
| |
No Executive Pensions
|
|
|
|
| |
Market Leading Stock Ownership and Retention Guidelines
|
| |
|
| |
No Fixed-Term Employment Agreements
|
|
|
|
| |
Incentive Plan Goals Aligned with Stockholder Interests
|
| |
|
| |
No Stock Option Repricing
|
|
|
|
| |
Capped Annual Incentive Opportunities
|
| |
|
| |
No Hedging of Company Stock
|
|
|
|
| |
Mitigation of Risk Through Compensation Risk Assessments
|
| |
|
| |
|
|
|
|
| |
Independent Compensation Consultant
|
| |
|
| |
|
|
|
|
| |
Incentive Compensation Clawback Policy
|
| |
|
| |
|
|
•
|
The relative importance of each NEO’s role and responsibilities
|
•
|
How the NEO has performed relative to these roles and responsibilities
|
•
|
Compensation practices of Peer Group companies (as defined below)
|
•
|
Overall company performance
|
•
|
Retention and Succession considerations
|
|
AMETEK, Inc.
|
| |
Avery Dennison Corporation
|
| |
Celanese Corporation
|
|
|
Dover Corporation
|
| |
Flowserve Corporation
|
| |
Fortive Corporation
|
|
|
IDEX Corporation
|
| |
Mettler-Toledo International, Inc.
|
| |
Oshkosh Corporation
|
|
|
Parker-Hannifin Corporation
|
| |
Pentair Plc
|
| |
Rockwell Automation, Inc.
|
|
|
Xylem, Inc.
|
| |
|
| |
|
|
NEO
|
| |
Unadjusted Base
Salary Rate as
of 12/31/19
|
| |
Unadjusted Base
Salary Rate as
of 12/31/20(1)
|
| |
% Increase
|
| |
Reduced Base Salary Rate
as of 12/31/20(2)
|
Vicente Reynal
|
| |
$843,150
|
| |
$1,000,000
|
| |
19%
|
| |
$850,000
|
Vikram Kini(3)
|
| |
$272,121
|
| |
$450,000
|
| |
65%
|
| |
$382,500
|
Andrew Schiesl
|
| |
$460,000
|
| |
$500,000
|
| |
9%
|
| |
$425,000
|
Enrique Miñarro Viseras(4)
|
| |
$369,413
|
| |
$440,000
|
| |
23%
|
| |
$374,000
|
Michael Weatherred
|
| |
$351,900
|
| |
$415,000
|
| |
18%
|
| |
$352,750
|
(1)
|
Reflects annual salary rates approved by the Committee during 2020, absent the impact of COVID-19 related reductions.
|
(2)
|
Unless otherwise noted, reflects reduced annual salary rates in effect from April 1, 2020 through December 31, 2020.
|
(3)
|
Mr. Kini was promoted to Senior Vice President and Chief Financial Officer of the Company on June 15, 2020. Prior to his promotion, Mr. Kini’s salary rate was increased from $272,121 to $325,000, effective March 1, 2020. Upon his promotion, his salary rate was increased to $450,000.
|
(4)
|
Mr. Miñarro Viseras is based in Europe and compensated in Euros. We converted his 2019 base salary (which was €330,000 EUR) to U.S. dollars at an exchange rate of 1.1194, which was the average monthly translation rate for 2019. His 2020 base salary was approved by the Committee at a rate of $440,000 USD per year, which was translated to €406,000 EUR at the then-current exchange rate. The percent increase for Mr. Miñarro Viseras reflects the calculation in local currencies to mute the impact of exchange rate fluctuations.
|
NEO
|
| |
Target Bonus Opportunity
(as a % of Salary)
|
Vicente Reynal
|
| |
150%
|
Vikram Kini(1)
|
| |
75%
|
Andrew Schiesl
|
| |
75%
|
Enrique Miñarro Viseras
|
| |
85%
|
Michael Weatherred
|
| |
75%
|
(1)
|
Effective with his promotion on June 15, 2020, Mr. Kini’s Target Bonus Opportunity was increased from 50% of salary to 75%.
|
Performance Level
|
| |
Adjusted EBITDA Performance
% of Target
|
| |
Payout % of Target
|
Below Threshold
|
| |
<90%
|
| |
0%
|
Threshold
|
| |
90%
|
| |
50%
|
Target
|
| |
100%
|
| |
100%
|
Maximum
|
| |
110%
|
| |
200%
|
Population
|
| |
Weight
|
| |
Total Company Adjusted EBITDA ($mm)
|
| |
Achievement Percentage vs.
|
|||||||||
|
PAOP Target
|
| |
“3+9” Forecast
Target
|
| |
Actual Results
|
| |
PAOP
|
| |
“3+9” Forecast
|
|||||
Corporate NEOs
|
| |
100%
|
| |
$1,252
|
| |
$1,022
|
| |
$1,078
|
| |
86%
|
| |
105%
|
NEO
|
| |
Unadjusted
Base Salary
Rate as of
12/31/20
|
| |
Target
Bonus %
|
| |
Target
Bonus
Amount
|
| |
Adjusted EBITDA Performance
|
| |
Approved
Payout %,
incl. Cmte
Discretion
|
| |
2020 MIP
Payout
|
|||||||||
|
vs. PAOP(1)
|
| |
vs. “3+9” Forecast(1)
|
| ||||||||||||||||||||||
|
Achieve-
ment %
|
| |
Calc’d
Payout %
|
| |
Achieve-
ment %
|
| |
Calc’d
Payout %
|
| ||||||||||||||||
Vicente Reynal
|
| |
$1,000,000
|
| |
150%
|
| |
$1,500,000
|
| |
86%
|
| |
0%
|
| |
105%
|
| |
150%
|
| |
100%
|
| |
$1,500,000
|
Vikram Kini(2)
|
| |
$450,000
|
| |
64%
|
| |
$286,475
|
| |
86%
|
| |
0%
|
| |
105%
|
| |
150%
|
| |
100%
|
| |
$286,475
|
Andrew Schiesl
|
| |
$500,000
|
| |
75%
|
| |
$375,000
|
| |
86%
|
| |
0%
|
| |
105%
|
| |
150%
|
| |
100%
|
| |
$375,000
|
Enrique Miñarro Viseras(3)
|
| |
$463,368
|
| |
85%
|
| |
$393,863
|
| |
77%
|
| |
0%
|
| |
94%
|
| |
70%
|
| |
100%
|
| |
$393,863
|
Michael Weatherred
|
| |
$415,000
|
| |
75%
|
| |
$311,250
|
| |
86%
|
| |
0%
|
| |
105%
|
| |
150%
|
| |
100%
|
| |
$311,250
|
(1)
|
For Messrs. Reynal, Kini, Schiesl, and Weatherred, reflects achievement and calculated payout factors vs. targets for the Company. For Mr. Miñarro Viseras, reflects achievement and calculated payouts factors based 30% on the total ITS segment (excluding the power tools division), and 70% on the ITS EMEIA region.
|
(2)
|
Target bonus reflects Mr. Kini’s pro-rated pre- and post-promotion target bonus percentages (50% and 75%, respectively).
|
(3)
|
Mr. Miñarro Viseras is based in Europe and compensated in Euros. Regardless of the prevailing exchange rate in effect at the actual time of payment, for consistency with the values reported in the “Summary Compensation Table”, all values have been converted to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020.
|
NEO
|
| |
Transaction Bonus
|
Vicente Reynal
|
| |
$843,150
|
Vikram Kini
|
| |
$125,000
|
Andrew Schiesl
|
| |
$375,000
|
Enrique Miñarro Viseras(1)
|
| |
$388,430
|
Michael Weatherred
|
| |
$311,000
|
Emily Weaver
|
| |
$100,000
|
(1)
|
Mr. Miñarro Viseras is based in Europe and compensated in Euros. Regardless of the prevailing exchange rate in effect at the actual time of payment, for consistency with the values reported in the “Summary Compensation Table”, bonus value has been converted to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020.
|
1
|
2020 annualized Merger integration cost synergies included approximately $110 million of annualized structural reductions executed, including approximately $85 million savings delivered in 2020, and approximately $65 million of annualized procurement savings executed, including approximately $30 million delivered in 2020. We expect to be able to realize the anticipated cost synergies of approximately $300 million by the end of year 3 after closing. We expect to incur approximately $450 million of expense in connection with both achieving these cost synergies and the associated stand-up of the new company.
|
•
|
50% in Performance Share Units (PSUs). The PSUs have a 3-year performance period that runs from January 1, 2020 through December 31, 2022 (the “Performance Period”) and performance is measured based on Relative TSR vs. S&P 500 as follows:
|
○
|
Threshold Performance: 35th percentile positioning vs. index = 50% payout
|
○
|
Target Performance: 55th percentile positioning vs. index = 100% payout
|
○
|
Superior Performance: 75th (or greater) percentile positioning vs. index = 200% payout (capped)
|
•
|
25% in Time-Vesting Restricted Stock Units (RSUs). RSUs vest in equal, annual installments over a four-year period.
|
•
|
25% in Time-Vesting Stock Options. Stock Options vest in equal, annual installments over a four-year period, and expire 10 years from the grant date.
|
1
|
If prior to the end of the Performance Period a company or entity that is in the S&P 500 on January 1, 2020 ceases to publicly report, on either a recognized stock exchange or “over the counter” market, a share price for the security used to determine the stock price at the beginning of the Performance Period and such company or entity has not become “Insolvent” (as defined in the applicable award agreement), such company or entity will be excluded from the ranking. In addition, if a company or entity that is in the S&P 500 on January 1, 2020 becomes Insolvent prior to the end of the Performance Period, then such company or entity will be treated as having a cumulative TSR of negative one hundred percent (-100%).
|
NEO
|
| |
PSUs (50%)
|
| |
RSUs (25%)
|
| |
Stock Options (25%)
|
Vicente Reynal
|
| |
$3,350,000
|
| |
$1,675,000
|
| |
$1,675,000
|
Vikram Kini(1)
|
| |
$500,000
|
| |
$250,000
|
| |
$250,000
|
Andrew Schiesl
|
| |
$475,000
|
| |
$237,500
|
| |
$237,500
|
Enrique Miñarro Viseras
|
| |
$500,000
|
| |
$250,000
|
| |
$250,000
|
Michael Weatherred
|
| |
$350,000
|
| |
$175,000
|
| |
$175,000
|
Emily Weaver
|
| |
$825,000
|
| |
$412,500
|
| |
$412,500
|
(1)
|
Reflects total value of: (i) annual grants made on March 6, 2020, and (ii) supplemental promotion grants made on June 30, 2020.
|
NEO
|
| |
One-Time Stub Period RSUs
|
Vicente Reynal
|
| |
$1,675,000
|
Vikram Kini
|
| |
$100,000
|
Andrew Schiesl
|
| |
$237,500
|
Enrique Miñarro Viseras
|
| |
$250,000
|
Michael Weatherred
|
| |
$175,000
|
Emily Weaver
|
| |
$412,500
|
Tier
|
| |
Covered Executives
|
| |
Multiple of Salary
|
Tier One
|
| |
Chief Executive Officer
|
| |
10x Salary
|
Tier Two
|
| |
Chief Financial Officer and General Counsel
|
| |
5x Salary
|
Tier Three
|
| |
P&L and Corporate Leaders
|
| |
3x Salary
|
•
|
a 401(k) savings plan;
|
•
|
medical, dental, vision, life and disability insurance coverage; and
|
•
|
dependent care and healthcare flexible spending accounts.
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)(2)
|
| |
Stock
Awards
($)(3)
|
| |
Option
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation ($)(4)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
Vicente Reynal, Chief Executive Officer
|
| |
2020
|
| |
861,358
|
| |
843,150
|
| |
6,699,947
|
| |
1,674,996
|
| |
1,500,000
|
| |
561,723
|
| |
12,141,175
|
|
2019
|
| |
823,988
|
| |
―
|
| |
2,175,009
|
| |
2,175,003
|
| |
269,808
|
| |
91,703
|
| |
5,535,511
|
||
|
2018
|
| |
766,500
|
| |
―
|
| |
1,999,999
|
| |
2,000,003
|
| |
528,885
|
| |
409,961
|
| |
5,705,349
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Vikram Kini, SVP, and Chief Financial Officer(6)
|
| |
2020
|
| |
340,562
|
| |
247,455
|
| |
849,930
|
| |
249,994
|
| |
286,475
|
| |
46,886
|
| |
2,021,301
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Andrew Schiesl, SVP, General Counsel, Chief Compliance Officer and Secretary
|
| |
2020
|
| |
437,083
|
| |
375,000
|
| |
949,973
|
| |
237,493
|
| |
375,000
|
| |
1,026,939
|
| |
3,401,488
|
|
2019
|
| |
460,000
|
| |
―
|
| |
362,497
|
| |
362,497
|
| |
110,400
|
| |
40,921
|
| |
1,336,315
|
||
|
2018
|
| |
460,000
|
| |
―
|
| |
337,496
|
| |
337,495
|
| |
238,050
|
| |
42,954
|
| |
1,415,995
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Enrique Miñarro Viseras, VP & GM, Industrial Technologies and Services, EMEIA(7)
|
| |
2020
|
| |
396,782
|
| |
388,430
|
| |
999,995
|
| |
249,998
|
| |
393,863
|
| |
89,626
|
| |
2,518,695
|
|
2019
|
| |
369,803
|
| |
―
|
| |
249,996
|
| |
250,004
|
| |
237,163
|
| |
234,140
|
| |
1,341,105
|
||
|
2018
|
| |
350,562
|
| |
―
|
| |
499,997
|
| |
500,002
|
| |
249,950
|
| |
213,203
|
| |
1,813,714
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Michael Weatherred, SVP, IR Execution Excellence (IRX), Strategy & Business Development
|
| |
2020
|
| |
357,796
|
| |
311,000
|
| |
699,975
|
| |
174,999
|
| |
311,250
|
| |
86,799
|
| |
1,941,818
|
|
2019
|
| |
350,175
|
| |
―
|
| |
175,014
|
| |
175,004
|
| |
56,304
|
| |
33,842
|
| |
790,338
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Emily Weaver, Former SVP, and CFO(8)
|
| |
2020
|
| |
265,938
|
| |
100,000
|
| |
3,839,181
|
| |
1,142,238
|
| |
―
|
| |
694,666
|
| |
3,130,390
|
|
2019
|
| |
47,917
|
| |
500,000
|
| |
1,874,988
|
| |
624,996
|
| |
40,729
|
| |
145
|
| |
3,088,774
|
(1)
|
The base salary of Messrs. Reynal, Kini, Schiesl, Miñarro Viseras and Weatherred were increased effective following the completion of the Merger on March 1, 2020 as follows: Mr. Reynal―from $843,150 to $1,000,000; Mr. Kini―from $272,121 to $325,000; Mr. Schiesl―from $460,000 to $500,000; Mr. Miñarro Viseras―from €330,000 to €406,000; and Mr. Weatherred from $351,900 to $415,000. Mr. Kini’s base salary was further increased to $450,000 effective upon his promotion to Senior Vice President and Chief Financial Officer on June 15, 2020. Each of our NEOs’ base salary was reduced by 15% from April 1, 2020 through December 31, 2020.
|
(2)
|
Amounts shown for 2020 reflect one-time bonuses made in recognition of extraordinary efforts related to the merger and integration as discussed under “Compensation Discussion and Analysis―2020 Executive Compensation Program in Detail―One-Time Transaction Bonuses.” In addition, with respect to Mr. Kini, the amount shown reflects the portion of his retention and relocation bonus earned in 2020 as discussed under “Compensation Discussion and Analysis―2020 Executive Compensation Program in Detail―One-Time Merger-Related Retention and Relocation Bonus―Mr. Kini.”
|
(3)
|
Represents the aggregate grant date fair value of the RSU, PSU and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”), using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The final value of the PSUs granted in fiscal 2020 will be determined subject to achievement under the relative total shareholder return measure. As the PSUs are only subject to market conditions and a service period requirement as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the fair values presented in the table. In addition, with respect to Ms. Weaver, the amounts shown in the “Stock Awards” and “Option Awards” columns also reflects the incremental fair value in connection with the modification of her outstanding options and RSUs granted in 2019 and 2020 as described under “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement―Transition Agreement with Ms. Weaver.”
|
(4)
|
Amounts shown for 2020 reflect amounts earned under our 2020 MIP.
|
(5)
|
Amounts reported under All Other Compensation for 2020 reflect the following:
|
Name
|
| |
Matching
Contributions
($)(a)
|
| |
Relocation
Services
($)(b)
|
| |
Tax Gross-Up /
Equalization
Payments
($)(c)
|
| |
Company Paid
Life Insurance
Premiums
($)
|
| |
Tax
Preparation
Services
($)
|
| |
Severance
Payments
($)(d)
|
| |
Other
($)(e)
|
| |
Total Other
Compensation
($)
|
Vicente Reynal(f)
|
| |
186,978
|
| |
272,551
|
| |
93,733
|
| |
1,746
|
| |
6,715
|
| |
―
|
| |
―
|
| |
561,723
|
Vikram Kini
|
| |
45,733
|
| |
519
|
| |
―
|
| |
634
|
| |
―
|
| |
―
|
| |
―
|
| |
46,886
|
Andrew Schiesl
|
| |
66,599
|
| |
853,176
|
| |
106,043
|
| |
1,121
|
| |
―
|
| |
―
|
| |
―
|
| |
1,026,939
|
Enrique Miñarro Viseras
|
| |
―
|
| |
21,414
|
| |
17,439
|
| |
―
|
| |
9,365
|
| |
―
|
| |
41,408
|
| |
89,626
|
Michael Weatherred
|
| |
49,896
|
| |
29,380
|
| |
6,732
|
| |
792
|
| |
―
|
| |
―
|
| |
―
|
| |
86,799
|
Emily Weaver
|
| |
24,400
|
| |
262,836
|
| |
85,300
|
| |
792
|
| |
―
|
| |
321,338
|
| |
―
|
| |
694,666
|
(a)
|
Reflects Company matching contributions in the tax-qualified 401(k) Plan and the non-tax-qualified Excess Contribution Plan.
|
(b)
|
For all executives other than Mr. Miñarro Viseras, reflects relocation assistance in connection with the move of our Corporate Headquarters from Milwaukee, WI to Davidson, NC. General services covered under this assistance included: (i) departure home sale, (ii) moving expenses, (iii) home finding and new home purchase assistance, and (iv) temporary housing. For Mr. Schiesl,
|
(c)
|
For all executives other than Mr. Miñarro Viseras, reflects a tax equalization payment with respect to relocation payments. As with the relocation services, these items were a one-time item expense to ensure that we were able to retain our top talent, notwithstanding our relocation. As to Mr. Miñarro Viseras, value reflects a tax gross-up relating to reimbursement of school fees.
|
(d)
|
Reflects severance payments made pursuant to Ms. Weaver's transition agreement.
|
(e)
|
Reflects actual Company expenditures for use, including business use, of a Company car, including expenditures for the car lease and gas, and reimbursement of school fees for Mr. Miñarro Viseras' children.
|
(f)
|
In 2020, Mr. Reynal was permitted a one-time personal use of the company-leased aircraft at the height of the COVID-19 pandemic, for which he reimbursed the full incremental cost to the Company. The incremental cost reimbursed by Mr. Reynal to the Company for his one-time personal use of the Company-leased aircraft was calculated using the full actual operating costs for such flight charged by the leasing company, which includes an hourly use rate, fuel rate and other flight-related fees and expenses.
|
(6)
|
Mr. Kini was appointed Senior Vice President and Chief Financial Officer of the Company effective June 15, 2020.
|
(7)
|
Mr. Miñarro Viseras is based in Europe and compensated in Euros. We converted his 2020 cash compensation, his amounts earned under our 2020 MIP, and amounts shown in the “All Other Compensation” column for him to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020.
|
(8)
|
Ms. Weaver served as Senior Vice President and Chief Financial Officer of the Company until June 15, 2020. She left the Company on June 30, 2020.
|
|
| |
|
| |
|
| |
Estimated Possible Payouts
under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
|
| |
All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Approval
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||
Vicente Reynal
|
| |
|
| |
|
| |
750,000
|
| |
1,500,000
|
| |
3,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
60,273
|
| |
120,546
|
| |
241,092
|
| |
|
| |
|
| |
|
| |
3,349,973
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
60,273
|
| |
|
| |
|
| |
1,674,987
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
60,273
|
| |
|
| |
|
| |
1,674,987
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
170,918
|
| |
$27.79
|
| |
1,674,996
|
||
Vikram Kini
|
| |
|
| |
|
| |
143,238
|
| |
286,475
|
| |
572,950
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
3,598
|
| |
7,196
|
| |
14,392
|
| |
|
| |
|
| |
|
| |
199,977
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,598
|
| |
|
| |
|
| |
99,988
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,598
|
| |
|
| |
|
| |
99,988
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,204
|
| |
$27.79
|
| |
99,999
|
||
|
6/30/20(7)
|
| |
6/12/20
|
| |
|
| |
|
| |
|
| |
5,334
|
| |
10,668
|
| |
21,336
|
| |
|
| |
|
| |
|
| |
299,984
|
||
|
6/30/20(7)
|
| |
6/12/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,334
|
| |
|
| |
|
| |
149,992
|
||
|
6/30/20(7)
|
| |
6/12/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
13,321
|
| |
$28.12
|
| |
149,994
|
||
Andrew Schiesl
|
| |
|
| |
|
| |
187,500
|
| |
375,000
|
| |
750,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
8,546
|
| |
17,092
|
| |
34,184
|
| |
|
| |
|
| |
|
| |
474,987
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,546
|
| |
|
| |
|
| |
237,493
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,546
|
| |
|
| |
|
| |
237,493
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
24,234
|
| |
$27.79
|
| |
237,493
|
||
Enrique Miñarro Viseras
|
| |
|
| |
|
| |
63,483
|
| |
423,221
|
| |
846,443
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
8,996
|
| |
17,992
|
| |
35,984
|
| |
|
| |
|
| |
|
| |
499,998
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,996
|
| |
|
| |
|
| |
249,999
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,996
|
| |
|
| |
|
| |
249,999
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
25,510
|
| |
$27.79
|
| |
249,998
|
||
Michael Weatherred
|
| |
|
| |
|
| |
155,625
|
| |
311,250
|
| |
622,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
6,297
|
| |
12,594
|
| |
25,188
|
| |
|
| |
|
| |
|
| |
349,987
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,297
|
| |
|
| |
|
| |
174,994
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,297
|
| |
|
| |
|
| |
174,994
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
17,857
|
| |
$27.79
|
| |
174,999
|
|
| |
|
| |
|
| |
Estimated Possible Payouts
under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
|
| |
All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Approval
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||
Emily Weaver
|
| |
|
| |
|
| |
122,188
|
| |
244,375
|
| |
488,750
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
14,843
|
| |
29,686
|
| |
59,372
|
| |
|
| |
|
| |
|
| |
824,974
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,843
|
| |
|
| |
|
| |
412,487
|
||
|
3/6/20(6)
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,843
|
| |
|
| |
|
| |
412,487
|
||
|
3/6/20
|
| |
2/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
42,091
|
| |
$27.79
|
| |
412,492
|
||
|
6/12/20(8)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
56,171
|
| |
|
| |
|
| |
1,644,141
|
||
|
6/12/20(8)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
65,789
|
| |
$33.38
|
| |
548,047
|
||
|
6/12/20(9)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,421
|
| |
|
| |
|
| |
181,697
|
||
|
6/12/20(9)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,843
|
| |
|
| |
|
| |
363,395
|
||
|
6/12/20(9)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
21,045
|
| |
$27.79
|
| |
181,700
|
(1)
|
Reflects the possible payouts of cash incentive compensation under the 2020 MIP. The actual amounts earned are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Mr. Miñarro Viseras is based in Europe and compensated in Euros. His Estimated Possible Non-Equity Incentive Plan Payout amounts were converted to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020.
|
(2)
|
Reflects performance stock units granted under our 2017 Omnibus Incentive Plan. Actual earned award may range from 0% to 200% based on performance over a three-year performance period ending December 31, 2022. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - 2020 Leadership and Compensation Developments.”
|
(3)
|
Reflects restricted stock units granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - 2020 Leadership and Compensation Developments.”
|
(4)
|
Reflects stock options granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - 2020 Leadership and Compensation Developments.”
|
(5)
|
Represents the grant date fair value, or incremental fair value, as applicable, of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The stock options have an exercise price per share equal to the closing price of the Company's common stock as reported on the NYSE on the date of grant.
|
(6)
|
Reflects a one-time grant of RSUs intended to address the annual vesting shortfall created by the introduction of PSUs to the annual equity program. These grants are discussed in more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - One-Time “Stub Period” RSUs Granted in 2020”.
|
(7)
|
Represents awards granted to Mr. Kini in connection with his promotion.
|
(8)
|
In connection with her separation, the terms of Ms. Weaver’s outstanding RSU and option awards granted to her in 2019 were modified so that the unvested portion of her awards remained outstanding following her termination and eligible to vest in accordance with their terms as if she had still been employed by the Company through each applicable vesting date. See “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement ― Transition Agreement with Ms. Weaver.”
|
(9)
|
In connection with her separation, the terms of Ms. Weaver’s outstanding RSU and option awards granted to her in 2020 were modified so that the unvested portion of her awards remained outstanding following her termination and eligible to vest in accordance with their terms as if she had still been employed by the Company through the next two vesting dates following her separation. See “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement ― Transition Agreement with Ms. Weaver.”
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not
Vested
(#)(3)
|
| |
Market Value of
Shares or Units
of Stock That
Have Not
Vested
($)(4)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Units
That
Have Not
Vested
(#)(5)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Units
That
Have Not
Vested
($)(4)
|
Vicente Reynal
|
| |
5/24/15
|
| |
438,486
|
| |
―
|
| |
10.61
|
| |
5/24/25
|
| |
|
| |
|
| |
|
| |
|
|
5/24/15
|
| |
318,488
|
| |
―
|
| |
10.61
|
| |
5/24/25
|
| |
|
| |
|
| |
|
| |
|
||
|
5/10/16
|
| |
292,702
|
| |
―
|
| |
10.61
|
| |
5/10/26
|
| |
|
| |
|
| |
|
| |
|
||
|
5/10/16
|
| |
292,701
|
| |
―
|
| |
10.61
|
| |
5/10/26
|
| |
|
| |
|
| |
|
| |
|
||
|
2/22/18
|
| |
35,587
|
| |
106,762
|
| |
32.06
|
| |
2/22/28
|
| |
46,788
|
| |
2,131,661
|
| |
|
| |
|
||
|
2/21/19
|
| |
55,035
|
| |
165,107
|
| |
27.05
|
| |
2/21/29
|
| |
60,306
|
| |
2,747,541
|
| |
|
| |
|
||
|
3/6/20
|
| |
―
|
| |
170,918
|
| |
27.79
|
| |
3/6/30
|
| |
60,273
|
| |
2,746,038
|
| |
241,092
|
| |
10,984,152
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
60,273
|
| |
2,746,038
|
| |
|
| |
|
||
Vikram Kini
|
| |
3/19/14
|
| |
84,576
|
| |
―
|
| |
8.16
|
| |
3/19/24
|
| |
|
| |
|
| |
|
| |
|
|
3/19/14
|
| |
84,577
|
| |
―
|
| |
8.16
|
| |
3/19/24
|
| |
|
| |
|
| |
|
| |
|
||
|
12/9/16
|
| |
7,066
|
| |
―
|
| |
11.43
|
| |
12/9/26
|
| |
|
| |
|
| |
|
| |
|
||
|
12/9/16
|
| |
7,066
|
| |
―
|
| |
11.43
|
| |
12/9/26
|
| |
|
| |
|
| |
|
| |
|
||
|
2/22/18
|
| |
3,558
|
| |
10,677
|
| |
32.06
|
| |
2/22/28
|
| |
4,679
|
| |
213,175
|
| |
|
| |
|
||
|
2/21/19
|
| |
5,060
|
| |
15,183
|
| |
27.05
|
| |
2/21/29
|
| |
5,546
|
| |
252,676
|
| |
|
| |
|
||
|
3/6/20
|
| |
―
|
| |
10,204
|
| |
27.79
|
| |
3/6/30
|
| |
3,598
|
| |
163,925
|
| |
14,392
|
| |
655,700
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
3,598
|
| |
163,925
|
| |
|
| |
|
||
|
6/30/20
|
| |
―
|
| |
13,321
|
| |
28.12
|
| |
6/30/30
|
| |
5,334
|
| |
243,017
|
| |
21,336
|
| |
972,068
|
||
Andrew Schiesl
|
| |
2/22/18
|
| |
6,005
|
| |
18,016
|
| |
32.06
|
| |
2/22/28
|
| |
7,896
|
| |
359,742
|
| |
|
| |
|
|
2/21/19
|
| |
9,172
|
| |
27,518
|
| |
27.05
|
| |
2/21/29
|
| |
10,051
|
| |
457,924
|
| |
|
| |
|
||
|
3/6/20
|
| |
―
|
| |
24,234
|
| |
27.79
|
| |
3/6/30
|
| |
8,546
|
| |
389,356
|
| |
34,184
|
| |
1,557,423
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
8,546
|
| |
389,356
|
| |
|
| |
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not
Vested
(#)(3)
|
| |
Market Value of
Shares or Units
of Stock That
Have Not
Vested
($)(4)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Units
That
Have Not
Vested
(#)(5)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Units
That
Have Not
Vested
($)(4)
|
Enrique Miñarro Viseras
|
| |
5/10/16
|
| |
13,607
|
| |
―
|
| |
10.61
|
| |
5/10/26
|
| |
|
| |
|
| |
|
| |
|
|
5/10/16
|
| |
68,037
|
| |
―
|
| |
10.61
|
| |
5/10/26
|
| |
|
| |
|
| |
|
| |
|
||
|
2/22/18
|
| |
4,448
|
| |
13,346
|
| |
32.06
|
| |
2/22/28
|
| |
5,849
|
| |
266,480
|
| |
|
| |
|
||
|
9/11/18
|
| |
11,180
|
| |
11,181
|
| |
26.18
|
| |
9/11/28
|
| |
4,775
|
| |
217,549
|
| |
|
| |
|
||
|
2/21/19
|
| |
6,326
|
| |
18,978
|
| |
27.05
|
| |
2/21/29
|
| |
6,932
|
| |
315,822
|
| |
|
| |
|
||
|
3/6/20
|
| |
―
|
| |
25,510
|
| |
27.79
|
| |
3/6/30
|
| |
8,996
|
| |
409,858
|
| |
35,984
|
| |
1,639,431
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
8,996
|
| |
409,858
|
| |
|
| |
|
||
Michael Weatherred
|
| |
5/14/18
|
| |
4,900
|
| |
4,900
|
| |
33.46
|
| |
5/14/28
|
| |
2,055
|
| |
93,626
|
| |
|
| |
|
|
2/21/19
|
| |
4,428
|
| |
13,285
|
| |
27.05
|
| |
2/21/29
|
| |
4,853
|
| |
221,103
|
| |
|
| |
|
||
|
3/6/20
|
| |
―
|
| |
17,857
|
| |
27.79
|
| |
3/6/30
|
| |
6,297
|
| |
286,891
|
| |
25,188
|
| |
1,147,565
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
6,297
|
| |
286,891
|
| |
|
| |
|
||
Emily Weaver
|
| |
12/4/19
|
| |
―
|
| |
65,789
|
| |
33.38
|
| |
12/4/29
|
| |
56,171
|
| |
2,559,151
|
| |
|
| |
|
|
3/6/20
|
| |
―
|
| |
21,045
|
| |
27.79
|
| |
3/6/30
|
| |
7,421
|
| |
338,101
|
| |
―
|
| |
―
|
||
|
3/6/20
|
| |
|
| |
|
| |
|
| |
|
| |
14,843
|
| |
676,247
|
| |
|
| |
|
(1)
|
Reflects vested and exercisable Time Options and Performance Options granted pursuant to our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.
|
(2)
|
Reflects unvested stock options granted from 2018 through 2020 pursuant to our 2017 Omnibus Incentive Plan. The unvested stock options granted to Ms. Weaver on December 4, 2019 will vest in equal thirds on the second, third, and fourth anniversaries of the grant date. Stock options granted to our NEOs on February 22, 2018 vest in equal installments on the second, third, fourth, and fifth anniversaries of the grant date. All other unvested stock options granted to our NEOs vest in equal installments on each of the first four anniversaries of the grant date. Upon her termination, unvested stock options granted to Ms. Weaver were treated pursuant to her transition agreement.
|
(3)
|
Reflects unvested RSUs granted pursuant to our 2017 Omnibus Incentive Plan. The RSUs granted to Ms. Weaver on December 4, 2019 will vest in equal thirds on the second, third, and fourth anniversaries of the grant date. RSUs granted to our NEOs on February 22, 2018 vest in equal installments on the second, third, fourth, and fifth anniversaries of the grant date. All other RSUs granted to our NEOs vest in equal installments on the first four anniversaries of the grant date. Upon her termination, RSUs granted to Ms. Weaver were treated pursuant to her transition agreement.
|
(4)
|
Values determined based on the December 31, 2020 closing price of the Company's common stock on the NYSE of $45.56.
|
(5)
|
Reflects PSUs that will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure over the performance period beginning on January 1, 2020 and ending on December 31, 2022. As of December 31, 2020, the achievement level with respect to Relative TSR was between target and maximum. Accordingly, the number of PSUs reported in the table reflects the amount that would be earned for maximum performance. The actual number of shares that will vest with respect to the PSUs is not yet determinable.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)(1)
|
| |
Number of
Shares Acquired on
Vesting
(#)
|
| |
Value Realized
on Vesting
($)(2)
|
Vicente Reynal
|
| |
120,000
|
| |
3,497,341
|
| |
35,696
|
| |
1,378,223
|
Vikram Kini
|
| |
―
|
| |
―
|
| |
3,407
|
| |
131,544
|
Andrew Schiesl
|
| |
431,213
|
| |
11,886,365
|
| |
5,981
|
| |
230,926
|
Enrique Miñarro Viseras
|
| |
54,429
|
| |
1,734,108
|
| |
6,646
|
| |
250,324
|
Michael Weatherred
|
| |
―
|
| |
―
|
| |
2,644
|
| |
89,864
|
Emily Weaver
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
(1)
|
Value realized on exercise is based on the gain, if any, equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less the exercise price, multiplied by the number of options exercised.
|
(2)
|
The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date.
|
Name
|
| |
Executive
Contributions
in Last FY
($)(1)
|
| |
Registrant
Contributions
in Last FY
($)(2)
|
| |
Aggregate
Earnings
in Last FY
($)(3)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last FYE
($)(4)
|
Vicente Reynal
|
| |
180,655
|
| |
180,655
|
| |
453,065
|
| |
―
|
| |
3,255,987
|
Vikram Kini
|
| |
166,075
|
| |
41,532
|
| |
155,744
|
| |
―
|
| |
1,020,123
|
Andrew Schiesl
|
| |
49,499
|
| |
49,499
|
| |
133,246
|
| |
―
|
| |
667,333
|
Enrique Miñarro Viseras
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
Michael Weatherred
|
| |
32,711
|
| |
32,711
|
| |
27,821
|
| |
―
|
| |
115,289
|
Emily Weaver
|
| |
7,300
|
| |
7,300
|
| |
1,833
|
| |
16,433
|
| |
―
|
(1)
|
The amounts in this column are reported as compensation for fiscal 2020 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.
|
(2)
|
Represents the amount of the matching contribution made by us in accordance with our Excess Contribution Plan. Matching contributions are reported for the year in which the compensation against which the applicable deferral election is applied has been earned (regardless of whether such matching contribution is actually credited to the NEO's non-qualified deferred compensation account in that year or the following year). The amounts in this column are reported as compensation for fiscal 2020 in the “All Other Compensation” column of the Summary Compensation Table.
|
(3)
|
Amounts in this column are not reported as compensation for fiscal 2020 in the Summary Compensation Table since they do not reflect above-market or preferential earnings.
|
(4)
|
The amounts reported in this column include the following aggregate amounts for each of the following NEOs reported as compensation to such named executive officers for previous years in the “Base Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table: Mr. Reynal, $841,500 in fiscal 2016, $1,049,316 in fiscal 2017, $573,416 in fiscal 2018 and $83,485 in fiscal 2019; Mr. Schiesl, $65,536 in 2016, $114,162 in fiscal 2017, $50,766 in fiscal 2018 and $46,000 in fiscal 2019; and Mr. Weatherred, $20,994 in fiscal 2019.
|
Name of Investment Fund
|
| |
Ticker Symbol/
Index Type
|
| |
Annual Rate of
Return %
|
DODGE & COX STOCK
|
| |
DODGX
|
| |
7.16%
|
FID 500 INDEX
|
| |
FXAIX
|
| |
18.40%
|
FID CONTRAFUND K6
|
| |
FLCNX
|
| |
30.83%
|
FID LOW-PRICED ST K6
|
| |
FLKSX
|
| |
9.31%
|
FID MID CAP IDX
|
| |
FSMDX
|
| |
17.11%
|
MFS MID CAP GRTH R6
|
| |
OTCKX
|
| |
35.80%
|
AM CENT SMCAP VAL R6
|
| |
ASVDX
|
| |
9.32%
|
VANG SM GR IDX INST
|
| |
VSGIX
|
| |
35.31%
|
FID DIVERSFD INTL K6
|
| |
FKIDX
|
| |
19.40%
|
MFS INTL NEW DISC R6
|
| |
MIDLX
|
| |
10.14%
|
VANG TOT INTL STK AD
|
| |
VTIAX
|
| |
11.28%
|
FID FDM IDX 2020 INV
|
| |
FPIFX
|
| |
12.70%
|
FID FDM IDX 2025 INV
|
| |
FQIFX
|
| |
13.55%
|
FID FDM IDX 2030 INV
|
| |
FXIFX
|
| |
14.32%
|
FID FDM IDX 2035 INV
|
| |
FIHFX
|
| |
15.52%
|
FID FDM IDX 2040 INV
|
| |
FBIFX
|
| |
16.45%
|
FID FDM IDX 2045 INV
|
| |
FIOFX
|
| |
16.42%
|
FID FDM IDX 2050 INV
|
| |
FIPFX
|
| |
16.44%
|
FID FDM IDX 2055 INV
|
| |
FDEWX
|
| |
16.48%
|
FID FDM IDX 2060 INV
|
| |
FDKLX
|
| |
16.40%
|
FID FDM IDX 2065 INV
|
| |
FFIJX
|
| |
16.45%
|
FID FDM IDX INC INV
|
| |
FIKFX
|
| |
8.54%
|
FID INFL PR BD IDX
|
| |
FIPDX
|
| |
10.90%
|
FID TOTAL BOND K6
|
| |
FTKFX
|
| |
9.53%
|
FID US BOND IDX
|
| |
FXNAX
|
| |
7.80%
|
VANG VMMR-FED MMKT
|
| |
VMFXX
|
| |
0.45%
|
Name
|
| |
Cash
Severance
Payment
($)(1)
|
| |
Continuation
of Group
Health
Coverage
($)(2)
|
| |
Accrued
but
Unused
Vacation
($)(3)
|
| |
Value of
Stock Awards
and Stock
Option
Acceleration
($)(4)
|
| |
Total
($)
|
Vicente Reynal
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
1,000,000
|
| |
23,423
|
| |
―
|
| |
5,944,312
|
| |
6,967,734
|
Change in Control (“CIC”)
|
| |
―
|
| |
―
|
| |
―
|
| |
10,929,252
|
| |
10,929,252
|
Qualifying Termination and CIC
|
| |
1,000,000
|
| |
23,423
|
| |
―
|
| |
28,835,161
|
| |
29,858,583
|
Vikram Kini
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
325,000
|
| |
23,423
|
| |
―
|
| |
584,007
|
| |
932,430
|
Change in Control (“CIC”)
|
| |
―
|
| |
―
|
| |
―
|
| |
1,619,612
|
| |
1,619,612
|
Qualifying Termination and CIC
|
| |
325,000
|
| |
23,423
|
| |
―
|
| |
3,495,150
|
| |
3,843,573
|
Andrew Schiesl
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
500,000
|
| |
23,423
|
| |
―
|
| |
923,026
|
| |
1,446,448
|
Change in Control (“CIC”)
|
| |
―
|
| |
―
|
| |
―
|
| |
1,549,632
|
| |
1,549,632
|
Qualifying Termination and CIC
|
| |
500,000
|
| |
23,423
|
| |
―
|
| |
4,329,221
|
| |
4,852,644
|
Enrique Miñarro Viseras
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
463,368
|
| |
―
|
| |
―
|
| |
1,008,981
|
| |
1,472,349
|
Change in Control (“CIC”)
|
| |
―
|
| |
―
|
| |
―
|
| |
1,631,230
|
| |
1,631,230
|
Qualifying Termination and CIC
|
| |
463,368
|
| |
―
|
| |
―
|
| |
4,452,251
|
| |
4,915,619
|
Michael Weatherred
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
415,000
|
| |
23,423
|
| |
―
|
| |
526,528
|
| |
964,950
|
Change in Control (“CIC”)
|
| |
―
|
| |
―
|
| |
―
|
| |
1,141,825
|
| |
1,141,825
|
Qualifying Termination and CIC
|
| |
415,000
|
| |
23,423
|
| |
―
|
| |
2,221,268
|
| |
2,659,691
|
Emily Weaver(5)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
601,000
|
| |
35,134
|
| |
—
|
| |
2,918,980
|
| |
3,555,141
|
(1)
|
Cash severance payment includes the following:
|
•
|
Mr. Reynal - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
|
•
|
Mr. Kini - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
|
•
|
Mr. Schiesl - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
|
•
|
Mr. Miñarro Viseras - twelve months' notice in the event of his termination, with the option to terminate him immediately with a lump sum payment of twelve months' salary (for the purposes of this table, salary converted to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020).
|
•
|
Mr. Weatherred - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
|
•
|
Ms. Weaver - pursuant to the transition agreement entered into between the Company and Ms. Weaver: (i) a cash severance payment in the amount of $575,000 payable in bi-monthly installments over the one-year period after Ms. Weaver's termination date, (ii) executive outplacement services ($16,000), and (iii) reimbursement for legal fees in connection with negotiating the agreement ($10,000).
|
(2)
|
With respect to Messrs. Reynal, Kini, Schiesl, and Weatherred, reflects the cost of providing continued group health coverage (on the same basis as actively employed employees of the Company), subject to the executive's electing to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a period of 12 months, assuming 2020 rates. For Ms. Weaver, reflects the actual value of 18 months of continued group health coverage available to Ms. Weaver upon her separation. Ms. Weaver’s COBRA coverage was canceled effective December 31, 2020
|
(3)
|
Amounts reported in this column reflect zero accrued but unused vacation days for each of our NEOs.
|
(4)
|
Unvested PSUs, RSUs and Options granted to our NEOs in 2020 vest and, in the case of options, become immediately exercisable upon a termination without Cause (as defined below) within two years of a Change in Control. See “Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control―Equity Awards Granted in 2020” below.
|
(5)
|
Ms. Weaver left the Company on June 30, 2020. The values shown reflect the amounts paid to Ms. Weaver following her separation, pursuant to her transition agreement.
|
•
|
Continued payment over a 12-month period (the “Severance Period”) of the sum of (x) his annual base salary and (y) the annual incentive award under the MIP, if any, earned in respect of our fiscal year preceding the fiscal year in which the termination date occurs, payable in substantially equal monthly installments over the Severance Period; and
|
•
|
Continued group health coverage (on the same basis as actively employed employees of the Company), subject to the NEO’s electing to receive benefits under COBRA, for 12 months following the date his employment terminates (or, if earlier, through the date the NEO becomes employed by another employer and eligible for health insurance coverage at such employer).
|
•
|
continued payment of their then-current annual base salary for a 12-month period; and
|
•
|
subject to their electing to receive benefits under COBRA, continued coverage under the Company’s group health plans at active-employee rates for up to 12 months after her termination date.
|
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Total ($)
|
Kirk E. Arnold(3)
|
| |
54,000
|
| |
174,994
|
| |
―
|
| |
228,994
|
Brandon F. Brahm(4)
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
Elizabeth Centoni
|
| |
66,562
|
| |
174,994
|
| |
―
|
| |
241,556
|
William P. Donnelly
|
| |
88,750
|
| |
174,994
|
| |
(2)
|
| |
263,744
|
Gary D. Forsee(3)
|
| |
61,200
|
| |
174,994
|
| |
―
|
| |
236,194
|
John Humphrey
|
| |
88,750
|
| |
174,994
|
| |
―
|
| |
263,744
|
Marc E. Jones
|
| |
66,562
|
| |
174,994
|
| |
―
|
| |
241,556
|
William E. Kassling(4)
|
| |
12,375
|
| |
―
|
| |
(2)
|
| |
12,37
|
Michael V. Marn(4)
|
| |
―
|
| |
―
|
| |
(2)
|
| |
―
|
Peter M. Stavros
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
Nickolas Vande Steeg(4)
|
| |
12,375
|
| |
―
|
| |
(2)
|
| |
12,375
|
Joshua T. Weisenbeck
|
| |
―
|
| |
―
|
| |
―
|
| |
―
|
Tony L. White(3)
|
| |
54,000
|
| |
174,994
|
| |
―
|
| |
228,994
|
(1)
|
Represents the aggregate grant date fair value of stock awards granted during 2020 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The aggregate number of restricted
|
(2)
|
In May 2017, we granted 44,799 time-vesting options to Mr. Donnelly (the “Donnelly Time Options”) to purchase shares of our common stock at an exercise price of $20.00 per share. All of the Donnelly Time Options are fully vested and exercisable. In December 2013, we granted 57,534 time-vesting options (the “Director Time Options”) to purchase shares of our common stock at an exercise price of $8.16 per share to each non-employee director who was not associated with KKR: Messrs. Kassling, Marn and Vande Steeg. All of the Director Time Options are fully vested and exercisable.
|
(3)
|
Ms. Arnold and Messrs. Forsee and White joined our Board of Directors in February 2020 in connection with the closing of the Merger.
|
(4)
|
Messrs. Brahm, Kassling, Marn and Vande Steeg resigned from our Board of Directors in February 2020 in connection with the closing of the Merger. In connection with their resignations, the Company agreed with each of Messrs. Kassling and Vande Steeg that their Director Time Options would remain outstanding until the end of such Director Options’ 10-year term notwithstanding their retirement.
|
•
|
Annual cash retainer of $75,000, payable quarterly in arrears and prorated for any partial year of service;
|
•
|
Additional annual cash retainer of $25,000 payable quarterly in arrears for serving as the chairperson of our Audit Committee and a $10,000 annual cash retainer payable quarterly in arrears for serving as a member of such committee, prorated, in each case, for any partial year of service;
|
•
|
Additional annual cash retainer of $15,000 payable quarterly in arrears for serving as the chairperson of our Compensation Committee or Nominating Governance Committee, prorated, in each case, for any partial year of service; and
|
•
|
An annual equity award having a fair market value of $175,000 payable in restricted stock units which vests on the anniversary of the grant date.
|
•
|
Annual cash retainer of $75,000, payable quarterly in arrears and prorated for any partial year of service;
|
•
|
Additional annual cash retainer of $25,000 payable quarterly in arrears for serving as the chairperson of our Audit Committee or $12,500 payable quarterly in arrears for serving as the chairperson of our Compensation Committee, prorated, in each case, for any partial year of service; and
|
•
|
For such non-employee directors other than Mr. Marn, an annual equity award having a fair market value of $125,000 payable in restricted stock units which vests on the anniversary of the grant date.
|
•
|
The median of the annual total compensation of all of our employees, excluding our CEO, was $53,770.
|
•
|
The annual total compensation of our CEO was $12,141,175.
|
|
| |
|
| |
Class I
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
Peter M. Stavros
|
| |
46
|
| |
Peter M. Stavros has been a member of our board of directors since July 2013. Mr. Stavros joined Kohlberg Kravis and Roberts & Co. L.P. (“KKR”) in 2005 and currently is a Partner of the firm and serves as Co-Head of Private Equity in the Americas and is co-chair of the Inclusion and Diversity Council. He became a member of KKR’s Americas Investment Committee in 2013 and KKR’s Health Care Strategic Growth Investment Committee in 2016. Prior to becoming Co-Head of Americas Private Equity, Mr. Stavros led the Industrials investment team where he pioneered an innovative employee engagement and ownership model, an approach that has been successfully implemented at a number of companies including Ingersoll Rand, Capsugel, Capital Safety and CHI Overhead Doors. He has also been actively involved with investments in HCA Healthcare, Nielsen, Crosby, Hyperion Materials & Technologies, Minnesota Rubber and Plastics, GeoStabilization International and Novaria Group. Prior to joining KKR, Mr. Stavros was with GTCR Golder Rauner from 2002 to 2005, where he was involved in the execution of numerous investments in the health care sector. Mr. Stavros currently serves on the boards of directors of CHI Overhead Doors, Crosby, Hyperion Materials & Technologies, Minnesota Rubber and Plastics, GeoStabilization International, Novaria Group and Envision Medical Group. He holds a Bachelor of Science in Chemistry, magna cum laude, from Duke University and a Master of Business Administration with high distinction, Baker Scholar, from Harvard Business School.
Mr. Stavros is a representative appointed by affiliates of KKR, one of our stockholders, and has significant financial, investment and operational experience from his involvement in KKR’s investments in numerous portfolio companies and has played active roles in overseeing those businesses.
|
|
| |
|
| |
|
Elizabeth Centoni
|
| |
56
|
| |
Elizabeth Centoni has been a member of our board of directors since December 2018. Ms. Centoni joined Cisco Systems, Inc., an internet technology company, in 2000, and since March 2021 has been Cisco’s Chief Strategy Officer and General Manager, Applications. Prior to that, Ms. Centoni has been Cisco’s Senior Vice President of Emerging Technology and Incubation, Senior Vice President, General Manager of Cisco’s IoT, Cloud and Compute Business Group. In addition, Ms. Centoni served in numerous engineering senior leadership roles at Cisco, including Vice President, Engineering Strategy and Portfolio Planning and Vice President, General Manager of the Service Provider Access Group. Ms. Centoni sits on the Supervisory Board of Daimler AG. Ms. Centoni holds a Bachelor of Science in Chemistry from the University of Mumbai and an M.B.A. in Marketing from the University of San Francisco.
Ms. Centoni has significant experience in senior leadership roles at a publicly held technology company.
|
|
| |
|
| |
Class I
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
Gary D. Forsee
|
| |
71
|
| |
Gary D. Forsee joined our board of directors upon completion of the Merger. He served as President of the four-campus University of Missouri System from 2008 to 2011. He previously served as chairman of the board (from 2006 to 2007) and chief executive officer (from 2005 to 2007) of Sprint Nextel Corporation, and chairman of the board and chief executive officer of Sprint Corporation, a global telecommunications company located in Kansas City, Missouri, from 2003 to 2005. Mr. Forsee currently serves on the board of directors of Trane Technologies. Mr. Forsee previously served on the boards of Evergy, Inc., an investor-owned utility providing energy to customers in Kansas and Missouri, Great Plains Energy and KCP&L, which merged with Westar Energy to form Evergy, Inc., and DST Systems, Inc., an IT service management company. Mr. Forsee received his Bachelor of Science in engineering and an honorary engineering and doctorate from the Missouri University of Science and Technology (f/k/a University of Missouri-Rolla).
In addition to his broad operational and financial expertise, Mr. Forsee’s experience as chairman and chief executive officer with the third largest U.S. firm in the global telecommunications industry offers a deep understanding of the challenges and opportunities within markets experiencing significant technology-driven change.
|
|
| |
|
| |
|
Tony L. White
|
| |
74
|
| |
Tony L. White joined our board of directors upon completion of the Merger. He served as Chairman of the Board, President and Chief Executive Officer of Applied Biosystems, Inc. (formerly Applera Corporation), a developer, manufacturer and marketer of life science systems and genomic information products, from September 1995 until his retirement in November 2007. Mr. White currently serves on the boards of directors of Trane and CVS Health Corp, a provider of health care services and formerly served on the board of directors of C.R. Bard, Inc., a company that designs, manufactures and sells medical, diagnostic and patient care devices. Mr. White received a bachelor of arts degree from Western Carolina University.
Mr. White’s extensive management experience, including 13 years as chairman and chief executive officer of an advanced-technology life sciences firm, provides substantial expertise and guidance across all aspects of the Company’s operational and financial affairs.
|
|
| |
|
| |
Class II
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
Vicente Reynal
|
| |
46
|
| |
Vicente Reynal has served as our Chief Executive Officer since January 2016, and has also been a member of our board of directors since January 2016. Mr. Reynal is responsible for leading the Company and driving its overall growth and profitability as a global supplier of innovative and application-critical flow control products, services and solutions. Mr. Reynal joined Gardner Denver in May 2015 as the President of our Industrials segment. Before joining Gardner Denver, Mr. Reynal spent 11 years at Danaher Corporation, a designer and manufacturer of professional, medical, industrial and commercial products and services, where he most recently served as the Group President of Dental Technologies from December 2013 to May 2015, leading the KaVo Kerr Group. Mr. Reynal also held various other executive positions at Danaher Corporation, including as the President of the Ormco business from October 2011 to December 2013, President of the Pelton & Crane, KaVo business from 2007 to 2011 and Vice President of Global Operations for the Danaher Motion Platform from 2004 to 2007. Prior to joining Danaher, Mr. Reynal served in various operational and executive roles at Thermo Fisher Scientific and AlliedSignal Corp. (which merged with Honeywell, Inc. to become Honeywell International, Inc. in 1999). Mr. Reynal holds a Bachelor of Science degree in Mechanical Engineering from Georgia Institute of Technology and Master of Science degrees in both Mechanical Engineering and Technology & Policy from Massachusetts Institute of Technology.
Mr. Reynal has 22 years of experience in corporate strategy, new product development, general management processes and operations leadership with companies in the industrial, energy and medical industries.
|
|
| |
|
| |
|
John Humphrey
|
| |
55
|
| |
John Humphrey has been a member of our board of directors since February 2018. In 2017, Mr. Humphrey retired from Roper Technologies, a company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. At Roper, he served from 2011 to 2017, as Executive Vice President and Chief Financial Officer, and from 2006 to 2011, as Vice President and Chief Financial Officer. Prior to joining Roper, Mr. Humphrey spent 12 years with Honeywell International, Inc. and its predecessor company, AlliedSignal, in a variety of financial leadership positions. Mr. Humphrey’s earlier career included six years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. He is a member of the Board of Directors of EnPro Industries, Inc. and O-I Glass, Inc. Mr. Humphrey received a B.S. in Industrial Engineering from Purdue University and an M.B.A. from the University of Michigan.
Mr. Humphrey has many years of experience at manufacturing companies, including experience as the chief financial officer and board member of a publicly held company.
|
|
| |
|
| |
Class II
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
Joshua T. Weisenbeck
|
| |
39
|
| |
Joshua T. Weisenbeck has been a member of our board of directors since July 2013. Mr. Weisenbeck joined KKR in 2008, and is a Partner at KKR and leads the Industrials investment team. Mr. Weisenbeck is also a member of the Investment Committee and the Portfolio Management Committee within KKR’s Americas Private Equity platform, and a member of the Global Conflicts and Compliance Committee of KKR. He has been actively involved with the investments in Gardner Denver, Capsugel, Capital Safety, Hyperion Materials & Technologies, Minnesota Rubber and Plastics, GeoStabilization International, and Novaria Group, as well as having portfolio company responsibility for BrightView. Prior to joining KKR, Mr. Weisenbeck was with Onex Corporation from 2006 to 2008, focusing on Industrials private equity transactions, including Onex’s investment in Allison Transmission. Prior to Onex, he worked for Lazard from 2004 to 2006. Mr. Weisenbeck currently serves on the boards of directors of Hyperion Materials & Technologies, Minnesota Rubber and Plastics, GeoStabilization International, BrightView, and Novaria Group, and formerly served on the boards of directors of Capsugel and Capital Safety. He holds a Bachelor of Arts with honors, magna cum laude, from Williams College.
Mr. Weisenbeck is a representative appointed by affiliates of KKR, one of our stockholders, and has significant financial, investment and operational experience from his involvement in KKR’s investments in numerous portfolio companies and has played active roles in overseeing those businesses.
|
|
| |
|
| |
Class III
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
Kirk E. Arnold
|
| |
61
|
| |
Kirk E. Arnold joined our board of directors upon completion of the Merger (as defined below under “The Board of Directors and Certain Governance Matters―Merger”). She is currently an Executive in Residence at General Catalyst Ventures, where she works with management teams to help scale and drive growth by providing mentorship, operational and strategic support. She was previously chief executive officer of Data Intensity, a cloud based data, applications and analytics managed service provider from 2013 to 2017. Prior to that, Ms. Arnold was chief operating officer of Avid, a technology provider in the media industry, and chief executive officer and president of Keane, Inc., then a publicly traded global services provider. She has also held senior leadership roles at Computer Sciences Corp., Fidelity Investments and IBM. In addition, she was founder and chief executive officer of NerveWire, a management consulting and systems integration provider.
Ms. Arnold currently serves on the boards of directors of Trane Technologies, Thomson Reuters, and Epiphany Technology Acquisition Corp. and formerly served on the board of directors of EnerNoc, Inc. Ms. Arnold received a bachelor’s degree from Dartmouth College.
|
|
| |
|
| |
Class III
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
William P. Donnelly
|
| |
59
|
| |
William P. Donnelly has been a member of our board of directors since May 2017. Mr. Donnelly joined Mettler-Toledo International Inc. in 1997 and from 2014 until his retirement in December, 2018, was its Executive Vice President responsible for finance, investor relations, supply chain and information technology. From 1997 to 2002 and from 2004 to 2014, Mr. Donnelly served as Mettler-Toledo’s Chief Financial Officer. From 2002 to 2004, he served as division head of Mettler-Toledo’s product inspection and certain lab businesses. From 1993 to 1997, Mr. Donnelly served in various senior financial roles, including Chief Financial Officer, of Elsag Bailey Process Automation, NV and prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly received a Bachelor of Science in Business Administration from John Carroll University.
Mr. Donnelly has many years of experience with publicly held company industrial and life science companies, including as chief financial officer and with leadership roles in strategy and operations.
|
|
| |
|
| |
|
Marc E. Jones
|
| |
62
|
| |
Marc E. Jones has been a member of our board of directors since December 2018. Mr. Jones has served as Chief Executive Officer and Chairman of Aeris Communications, Inc., a provider of machine to machine and Internet of Things communications services, since 2008. Before joining Aeris Communications, he served as President and Chief Executive Officer of Visionael Corporation, a network service business software and service provider, from 1998 to 2005, President and Chief Operating Officer of Madge Networks, a supplier of networking hardware, from 1994 to 1998, Senior Vice President, Integrated System Products of Chips and Technologies, Inc., one of the first fabless semiconductor companies, from 1987 to 1993, and Senior Vice President, Corporate Finance of LF Rothschild, Unterberg, Towbin, a merchant and investment banking firm, from 1985 to 1987. Mr. Jones currently serves as Vice Chair of the board of directors of Stanford Health Care. Mr. Jones began his career at the law firm Pillsbury, Madison & Sutro. Mr. Jones currently sits on the Board of Trustees of Stanford University and the Board of Stanford Healthcare. Mr. Jones holds both a Bachelor of Arts in Political Science and a Juris Doctor from Stanford University.
Mr. Jones has held senior leadership roles, including chief executive officer, at several technology companies and also has experience in senior financial leadership roles and a background in law.
|
Name of beneficial owner
|
| |
Amount and
Nature of
Beneficial
Ownership
|
| |
Percent of
Common
Stock
Outstanding
|
Beneficial Owners of More than 5%
|
| |
|
| |
|
Investment funds affiliated with KKR(1)
|
| |
44,788,635
|
| |
10.65%
|
The Vanguard Group(2)
|
| |
38,458,091
|
| |
9.14%
|
T. Rowe Price(3)
|
| |
66,051,081
|
| |
15.70%
|
Wellington Management Group(4)
|
| |
27,373,739
|
| |
6.51%
|
BlackRock, Inc.(5)
|
| |
22,337,297
|
| |
5.31%
|
Directors and Named Executive Officers:
|
| |
|
| |
|
Vicente Reynal(6)(7)
|
| |
1,834,316
|
| |
*
|
Vikram Kini(6)
|
| |
217,092
|
| |
*
|
Emily A. Weaver(6)
|
| |
—
|
| |
—
|
Andrew Schiesl(6)
|
| |
139,274
|
| |
*
|
Enrique Miñarro Viseras(6)
|
| |
137,337
|
| |
*
|
Michael A. Weatherred(6)
|
| |
28,599
|
| |
*
|
Peter M. Stavros(8)
|
| |
—
|
| |
—
|
Kirk E. Arnold
|
| |
7,124
|
| |
*
|
Elizabeth Centoni
|
| |
10,918
|
| |
*
|
William P. Donnelly(6)
|
| |
98,359
|
| |
*
|
Gary D. Forsee
|
| |
30,578
|
| |
*
|
John Humphrey
|
| |
14,817
|
| |
*
|
Marc E. Jones
|
| |
10,918
|
| |
*
|
Joshua T. Weisenbeck(8)
|
| |
—
|
| |
—
|
Tony L. White
|
| |
30,099
|
| |
*
|
All directors and executive officers as a group (19 persons)(6)
|
| |
2,895,731.43
|
| |
*
|
*
|
Less than 1 percent
|
(1)
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Includes 44,788,635 shares directly owned by KKR Renaissance Aggregator L.P. KKR Renaissance Aggregator GP LLC, as the general partner of KKR Renaissance Aggregator L.P., KKR North America Fund XI L.P., as the sole member of KKR Renaissance Aggregator GP LLC, KKR Associates North America XI L.P., as the general partner of KKR North America Fund XI L.P., KKR North America XI Limited, as the general partner of KKR Associates North America XI L.P., KKR Fund Holdings L.P., as the sole shareholder of KKR North America XI Limited, KKR Fund Holdings GP Limited, as a general partner of KKR Fund Holdings L.P., KKR Group Holdings L.P., as the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P., KKR Group Limited, as the general partner of KKR Group Holdings L.P., KKR & Co. L.P., as the sole shareholder of KKR Group Limited, KKR Management LLC, as the general partner of KKR & Co. L.P., and Messrs. Henry R. Kravis and George R. Roberts, as the designated members of KKR Management LLC may be deemed to be the beneficial owners having shared voting and investment power with respect to the shares described in this footnote. The principal business address of each of the entities and persons identified in this paragraph, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.
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(2)
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Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 10, 2021 on behalf of The Vanguard Group and its subsidiaries, Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia, Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited. According to the schedule, included in the shares of our common stock listed above as beneficially owned by The Vanguard Group are 0 shares over which The Vanguard Group has sole voting power, 565,030 shares over which The Vanguard Group has shared voting power, 37,094,025 shares over which The Vanguard Group has sole dispositive power and 1,364,066 shares over which The Vanguard Group has shared dispositive power. The address of the principal business office of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
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(3)
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Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 16, 2021 on behalf of T. Rowe Price Associates, Inc. (“Price Associates”) and T. Rowe Price Mid-Cap Growth Fund, Inc. (“Price Growth Fund”). According to the schedule, included in the shares of our common stock listed above as beneficially owned by T. Rowe Price, are 24,256,601 shares
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(4)
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Beneficial ownership information is based on information contained in the Schedule 13G filed on February 4, 2021 on behalf of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors LLP and Wellington Management Company LLP. According to the schedule each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors LLP has shared voting power over 23,541,432 shares and shared dispositive power over 27,373,739 shares and Wellington Management Company LLP has shared voting power over 21,303,325 shares and shared dispositive power over 23,641,813 shares. According to the schedule, the securities as to which the schedule is filed by Wellington Management Group LLP, as parent holding company of certain holding companies and the Wellington Investment Advisers, are owned of record by clients of one or more of the investment advisers identified in the schedule (the “Wellington Investment Advisers”). Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The principal business address of each of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors LLP and Wellington Management Company LLP is c/o Wellington Management Company LLP, 280 Congress St., Boston, MA 02210.
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(5)
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Beneficial ownership information is based on information contained in the Schedule 13G filed on February 2, 2021 by BlackRock, Inc. in which BlackRock, Inc. reported that it has sole voting power over 19,620,726 shares and sole dispositive power over 22,337,297 shares held by BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. The principal business address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055.
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(6)
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The number of shares reported includes shares covered by options that are exercisable within 60 days and RSUs that vest within 60 days as follows: Mr. Reynal, 1,536,351; Mr. Kini, 203,074; Mr. Schiesl, 36,413; Mr. Miñarro Viseras, 120,750; Mr. Weatherred, 21,697; Mr. Donnelly, 44,799; all directors and executive officers as a group, 2,241,232. The number of shares reported for all directors and executive officers as a group includes 9,072.43 shares of common stock held through a 401(k) plan.
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(7)
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The number of shares reported includes 75,000 shares held in a trust for the benefit of Mr. Reynal’s descendants, 153,230 shares held in a trust for the benefit of Mr. Reynal and his spouse and 22,500 shares held in a trust for the benefit of Mr. Reynal’s spouse and descendants.
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(8)
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The principal business address of each of Messrs. Stavros and Weisenbeck is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019.
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management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;
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management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;
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management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and
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management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.
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