☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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AgroFresh Solutions, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Very truly yours,
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Nance K. Dicciani
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Chair of the Board
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1.
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To elect the directors nominated by our Board of Directors and named in the proxy statement;
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2.
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To approve and adopt the third amendment to the AgroFresh Solutions, Inc. 2015 Incentive Compensation Plan;
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3.
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To approve and adopt the first amendment to the AgroFresh Solution, Inc. 2019 Employee Stock Purchase Plan;
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4.
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To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;
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5.
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To authorize the Board of Directors to adjourn and postpone the annual meeting to a later date or dates, if necessary, to allow time for further solicitation of proxies if there are not sufficient votes present in person or represented by proxy at the annual meeting to approve the proposals; and
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6.
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To transact any other business which properly may be brought before the annual meeting or any adjournment or postponement thereof, including matters incidental to its conduct.
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By order of the Board of Directors,
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Nance K. Dicciani
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Chair of the Board
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1.
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To elect the directors nominated by our Board of Directors and named in the proxy statement;
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2.
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To approve and adopt the third amendment to the AgroFresh Solutions, Inc. 2015 Incentive Compensation Plan (the “2015 Plan”);
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3.
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To approve and adopt the first amendment to the AgroFresh Solution, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”);
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4.
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To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;
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5.
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To authorize the Board of Directors to adjourn and postpone the annual meeting to a later date or dates, if necessary, to allow time for further solicitation of proxies if there are not sufficient votes present in person or represented by proxy at the annual meeting to approve the proposals; and
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6.
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To transact any other business which properly may be brought before the annual meeting or any adjournment or postponement thereof, including matters incidental to its conduct.
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1.
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FOR the election of the director nominees identified below to the Board of Directors;
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2.
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FOR the approval and adoption of the third amendment to the 2015 Plan;
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3.
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FOR the approval and adoption of the first amendment to the ESPP;
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4.
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FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;
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5.
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FOR the Board authorization to adjourn and postpone the annual meeting to a later date or dates if there is no quorum or there are insufficient votes to approve any of the proposals; and
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6.
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In the proxy’s discretion with respect to any other business which is properly brought before the annual meeting or any adjournment or postponement thereof, including matters incidental to its conduct.
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1.
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You may send in another proxy bearing a later date;
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2.
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You may send written notice (if the stockholder is an entity, under its seal, by an officer or other authorized person of the entity) addressed to the Corporate Secretary at the Company’s principal executive and administrative offices before the annual meeting that you are revoking your proxy; or
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3.
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You may vote in person at the annual meeting.
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Name
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Age
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| |
Position
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Clinton A. Lewis, Jr.
|
| |
54
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| |
Chief Executive Officer
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Graham Miao
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57
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Executive Vice President and Chief Financial Officer
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Thomas Ermi
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56
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Executive Vice President, Secretary and General Counsel
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•
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Our Board is declassified, and the Company’s Bylaws require a majority voting standard for the election of directors;
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•
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We have a director resignation policy for directors who fail to obtain a majority vote;
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•
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Eight of our nine directors are currently independent, including the Chair of the Board;
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•
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The role of Chair of the Board is a non-executive position, and the roles of Chair of the Board and Chief Executive Officer are split;
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•
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The Audit, Compensation and Talent and Corporate Governance and Nominating Committees are comprised solely of independent directors;
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•
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The Board and each of its Committees have authority to retain outside advisors;
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•
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The Compensation and Talent Committee’s outside advisor does not perform any other services for the Company and confirms its independence annually;
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•
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There are no interlocks among the Compensation and Talent Committee members; and
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•
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The Board and each of its Committees perform annual self-assessments.
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•
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The Company does not have a stockholder rights plan (a so-called “poison pill”);
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•
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The Company has adopted a code of business conduct (the “Code of Conduct”), and every employee and member of the Board of the Company must annually submit a certificate attesting to (i) such employee’s/director’s compliance with the Code of Conduct and (ii) such employee’s/director’s knowledge of compliance with the Code of Conduct by other employees;
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•
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The Company has adopted a whistleblower policy that encourages reporting by employees of any allegations of impropriety, and the Company has set up a third party hosted hotline where employees can anonymously make such reports;
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•
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The Board has imposed stock ownership guidelines for directors and officers (discussed below);
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•
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The Company has an executive “clawback” policy pursuant to which the Company may seek to reclaim previously awarded incentive-based compensation from executives if the Company determines it must prepare a material accounting restatement due to fraud, misconduct or gross negligence, as discussed below; and
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•
|
The Company has adopted an insider trading policy that restricts short selling, trading in derivatives, pledges, hedges and margin account use by our executives and directors.
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•
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The Audit Committee assists the Board in its oversight of the integrity of the financial reporting and our compliance with applicable legal and regulatory requirements. It also oversees our internal controls and compliance activities, and meets privately with representatives from our independent registered public accounting firm.
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•
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The Compensation and Talent Committee assists the Board in its oversight of risk relating to compensation policies and practices. The Compensation and Talent Committee annually reviews our compensation policies, programs, and procedures, including the incentives they create and mitigating factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to our Company.
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•
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The Corporate Governance and Nominating Committee, in addition to recommending individuals to be designated as nominees to the Board, develops and recommends to the Board our corporate governance guidelines.
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Name
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Audit Committee
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Compensation and
Talent Committee
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Corporate Governance and
Nominating Committee
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Robert J. Campbell
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X*
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X
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Alexander Corbacho
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X
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Denise L. Devine
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X
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X*
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Nance K. Dicciani
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Torsten Kraef
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X
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X*
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Kay Kuenker
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X
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| |
|
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X
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Kevin Schwartz
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|
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Macauley Whiting, Jr.
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X
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X
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Clinton A. Lewis, Jr.
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| |
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*
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Chairman of applicable committee.
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•
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reviewing and discussing with management and the independent auditor our annual and quarterly financial statements;
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•
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discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
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•
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discussing with management major risk assessment and risk management policies;
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•
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monitoring the independence of the independent auditor;
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•
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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
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•
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reviewing and approving all transactions between us and related persons;
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•
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inquiring and discussing with management our compliance with applicable laws and regulations and our code of ethics;
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•
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pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
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•
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appointing or replacing the independent auditor;
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•
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determining the compensation and oversight of the work of the independent auditor including resolution of disagreements between management and the independent auditor regarding financial reporting for the purpose of preparing or issuing an audit report or related work;
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•
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overseeing the internal audit function; and
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•
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establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or reports which raise material issues regarding our financial statements or accounting policies.
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•
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independence under the rules of the NASDAQ Stock Market;
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•
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accomplishments and reputation, both personal and professional;
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•
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relevant experience and expertise;
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•
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knowledge of our Company and issues affecting our Company;
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•
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moral and ethical character; and
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•
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ability to commit the time necessary to discharge the duties of Board membership.
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•
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Control-TEC™ ECO equipment that reduces water usage and costs through advanced waste-water management. Additional equipment provides accurate and reliable applications for various treatment solutions.
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•
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An extensive range of fungicides, coatings, detergents and disinfectants that provide efficacious flexibility for packing houses. Our coating products offer unique properties for the best protective barrier for fruits. This includes the VitaFresh™ Botanicals range of plant-based edible coatings that extend produce shelf life, reduce food loss and waste and help deliver superior eating experiences to consumers.
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•
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FreshCloud™ services integrate our deep agricultural expertise with digital technologies and data to provide the most complete and comprehensive end-to-end quality service platform in the produce industry. These services, such as FreshCloud Quality Inspection, equip our customers with intelligent visibility, allowing them to be at the forefront of fresh produce quality decision-making to reduce food loss and waste and help enhance consumer satisfaction.
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•
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Harvista™ technology to reduce food loss in the field and enhance harvest quality for numerous crops.
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•
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SmartFresh, which extends the freshness window of fresh produce, and continues to expand to new crops, such as stone fruit, melons and avocados.
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•
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forwarded to the addressee or distributed to the addressee at the next scheduled Board meeting;
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•
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if they relate to financial or accounting matters, forwarded to the Audit Committee or distributed at the next scheduled Audit Committee meeting;
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•
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if they relate to executive officer compensation matters, forwarded to the Compensation and Talent Committee or distributed at the next scheduled Compensation and Talent Committee meeting;
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•
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if they relate to the recommendation of the nomination of an individual to our Board of Directors, forwarded to the Corporate Governance and Nominating Committee or distributed at the next scheduled Corporate Governance and Nominating Committee meeting; or
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•
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if they relate to our operations, forwarded to the appropriate officers of our Company, and the response or other handling of such communications reported to the Board of Directors at the next scheduled Board meeting.
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Respectfully submitted by the Audit Committee,
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Robert J. Campbell
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Denise L. Devine
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Kay Kuenker
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Macauley Whiting, Jr.
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2019
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2020
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Audit Fees(1)
|
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$1,169,652
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$1,100,850
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Audit-Related Fees(2)
|
| |
$50,000
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$98,470
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Tax Fees
|
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$0
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$0
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All Other Fees
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$0
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| |
$0
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Total
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| |
$1,219,652
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| |
$1,199,320
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(1)
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Audit Fees consist of fees incurred for the audits of our annual consolidated financial statements, for the review of our unaudited interim consolidated financial statements included in our quarterly reports on Form 10-Q for the first three quarters of each fiscal year, fees incurred related to other SEC filings, and fees incurred related to foreign statutory audits.
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(2)
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Audit-Related Fees consist of fees incurred for accounting consultations, due diligence in connection with planned acquisitions and research services.
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•
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Net sales of approximately $157.6 million and Adjusted EBITDA1 of approximately $60.1 million;
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•
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Continued leverage of the Company’s global reach to diversify sales of products such as Harvista and SmartFresh into new crops and geographies and to introduce and expand sales of new products and services;
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•
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Planning for the future introduction of novel technologies that the Company believes will support its long-term diversification efforts;
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•
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A comprehensive refinancing of its outstanding indebtedness; and
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•
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Continued cost optimization efforts that translated into a 9.4% reduction in selling, general and administrative expense for 2020.
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•
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Attract, retain, and motivate superior executive talent;
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•
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Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention;
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•
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Reinforce AgroFresh’s mission of recruiting and retaining a highly motivated workforce to support the overall growth and performance of the Company; and
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•
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Utilize transparent communication to provide employees with information necessary to make informed choices and to better understand the total rewards package.
|
1
|
Adjusted EBITDA is a non-GAAP financial measure. Please see the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for more information, including a reconciliation of this Non-GAAP financial measure to GAAP results.
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What We Do
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| |
What We Don’t Do
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||||||
✓
|
| |
Provide the majority of compensation in performance-based pay
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✘
|
| |
Excise tax gross-ups on a change in control
|
|
| |
|
| |
|
| |
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✓
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Maintain stock ownership guidelines for directors and executives
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| |
✘
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| |
Liberal change in control definition, or excessive severance in a change in control or termination
|
|
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✓
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Cap incentive plan at 2x target for bonus and 1.5x for LTI, with no payouts below threshold
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| |
✘
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| |
Excessive perquisites
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| |
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| |
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✓
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| |
Maintain a clawback policy
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| |
✘
|
| |
Hedging transactions or pledging securities
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| |
|
| |
|
| |
|
✓
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| |
Have change in control employment agreements with double-trigger severance provisions
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| |
✘
|
| |
Liberal share counting
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|
| |
|
| |
|
| |
|
✓
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| |
Adhere to an insider trading policy
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| |
✘
|
| |
Discounted stock options or SAR
|
|
| |
|
| |
|
| |
|
✓
|
| |
Use an independent compensation consultant engaged by and reporting directly to the Compensation and Talent Committee
|
| |
✘
|
| |
Stock option repricing, reloads, or cash buyouts
|
|
| |
|
| |
|
| |
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✓
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| |
Reflect multi-dimensional performance using earnings, sales, non-financial and market performance with a mix of relative and absolute goals
|
| |
✘
|
| |
Automatic vesting of equity upon a change in control
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Name and
Principal Positions
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| |
Year
|
| |
Salary(1)
|
| |
Bonus
|
| |
Stock
Awards(2)
|
| |
Option
Awards(2)
|
| |
Non-Equity
Incentive Plan
Compensation
|
| |
All Other
Compensation(3)
|
| |
Total
|
Jordi Ferre
Chief Executive Officer
|
| |
2020
|
| |
$611,550
|
| |
—
|
| |
$1,192,938
|
| |
—
|
| |
$336,890
|
| |
$25,572
|
| |
$2,166,950
|
|
2019
|
| |
$573,469
|
| |
—
|
| |
$859,259
|
| |
$237,704
|
| |
$478,333
|
| |
$15,400
|
| |
$2,164,164
|
||
Graham Miao
Exec. V.P. and Chief Financial Officer
|
| |
2020
|
| |
$494,433
|
| |
—
|
| |
$723,958
|
| |
—
|
| |
$209,901
|
| |
$18,855
|
| |
$1,447,147
|
|
2019
|
| |
$460,696
|
| |
—
|
| |
$517,760
|
| |
$143,190
|
| |
$295,866
|
| |
$15,400
|
| |
$1,433,632
|
||
Thomas Ermi
Executive Vice President and General Counsel
|
| |
2020
|
| |
$378,598
|
| |
—
|
| |
$258,064
|
| |
—
|
| |
$114,520
|
| |
$15,530
|
| |
$766,712
|
|
2019
|
| |
$348,597
|
| |
—
|
| |
$158,240
|
| |
$43,774
|
| |
$161,426
|
| |
$17,236
|
| |
$729,273
|
(1)
|
Salaries include one extra pay period in 2020 compared to typical years due to timing of the New Year’s Day holiday.
|
(2)
|
Amounts shown do not reflect compensation actually received by the named executive officers. Instead, the amounts shown in these columns represent the full grant date fair value of the restricted stock, performance-based restricted stock or option awards, as applicable, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts reflect the accounting expense that we will recognize over the vesting term for the award and does not correspond to the actual value that will be realized by the executive, if any. For a discussion of valuation assumptions and methodologies, see Note 17 of our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2020. Amounts shown for stock awards includes the full grant date fair value of performance-based restricted stock awards made in 2020 assuming the target level of performance conditions are achieved, equal to $605,372, $367,382 and $130,958 for Messrs. Ferre, Miao and Ermi, respectively. Assuming the highest level of performance conditions are achieved, the grant date fair values for performance-based restricted stock awards made in 2020 would be $1,135,072, $688,841 and $245,546 for Messrs. Ferre, Miao and Ermi, respectively.
|
(3)
|
Amounts reported for 2020 represent the Company’s contributions to the named executive officers’ accounts in our 401(k) plan ($13,708 for Mr. Ferre, $17,100 for Mr. Miao and $13,771 for Mr. Ermi) and financial planning assistance ($11,864 for Mr. Ferre, $1,755 for Mr. Miao and $1,559 for Mr. Ermi). Amounts reported for 2019 represent: for Mr. Ferre, the Company’s contributions to his account in our 401(k) plan; for Mr. Miao, the Company’s contributions to his account in our 401(k) plan; and for Mr. Ermi, the Company’s contributions to his account in our 401(k) plan ($15,400) and financial planning assistance ($1,835).
|
Company
|
| |
2019 Revenue ($M)
|
| |
GICS Sub-Industry
|
Innophos Holdings, Inc.
|
| |
$776
|
| |
Specialty Chemicals
|
OMNOVA Solutions Inc.
|
| |
$758
|
| |
Specialty Chemicals
|
Cambrex Corporation
|
| |
$574
|
| |
Life Sciences Tools and Services
|
Hawkins, Inc.
|
| |
$554
|
| |
Commodity Chemicals
|
American Vanguard Corporation
|
| |
$456
|
| |
Fertilizers and Agricultural Chemicals
|
CVR Partners, LP
|
| |
$408
|
| |
Fertilizers and Agricultural Chemicals
|
LSB Industries, Inc.
|
| |
$390
|
| |
Diversified Chemicals
|
Oil-Dri Corporation of America
|
| |
$273
|
| |
Household Products
|
Chase Corporation
|
| |
$289
|
| |
Specialty Chemicals
|
Trecora Resources
|
| |
$283
|
| |
Commodity Chemicals
|
FutureFuel Corp.
|
| |
$266
|
| |
Specialty Chemicals
|
Intrepid Potash, Inc.
|
| |
$168
|
| |
Fertilizers and Agricultural Chemicals
|
Limoneira Company
|
| |
$150
|
| |
Agricultural Products
|
Amyris, Inc.
|
| |
$80
|
| |
Specialty Chemicals
|
Alico, Inc.
|
| |
$122
|
| |
Agricultural Products
|
Element
|
| |
2020 Design / Context
|
| |
Objectives
|
||||||
Bonus
|
| |
•
|
| |
Adjusted EBITDA: 60%
|
| |
•
|
| |
Focus executives on key annual business objectives
|
|
•
|
| |
Diversification Sales Growth: 25%
|
| |||||||
|
•
|
| |
Non-Financial: 15% based EH&S, value realization from M&A / strategic partnerships, and working capital
|
| |
•
|
| |
Recognize individual contribution to annual results
|
||
|
•
|
| |
Attract, retain, motivate and reward key talent
|
||||||||
|
•
|
| |
Introduce a reliable, transparent approach for all Plan participants
|
||||||||
|
|
| |
|
| |
•
|
| |
Align the financial interests of senior management with AgroFresh’s shareholders
|
||
|
| |
|
| |
|
| |
•
|
| |
Offer a competitive range of +/- 15% around the 50th percentile of our peer group for short-term incentive opportunity such that target total cash compensation is highly competitive when supported by strong performance
|
|
| |
|
| |
|
| |
|
| |
|
LTI
|
| |
•
|
| |
50% performance-based equity (3-year performance period based on three-year net leverage improvement with relative total shareholder return applied as a modifier)
|
| |
•
|
| |
Reflect shareholder value creation over a sustained period
|
|
| |
•
|
| |
Align the financial interests of executives with shareholders
|
||||||
|
| |
•
|
| |
Recognize current performance through the LTI target awards, and the expectation of future contributions through the growth of those awards’ value
|
||||||
|
| |
•
|
| |
50% restricted stock (3-year pro-rata vesting)
|
| |||||
|
|
| ||||||||||
|
|
| |
•
|
| |
Provide meaningful awards to support and encourage share ownership
|
|||||
|
| |
|
| |
|
| |
•
|
| |
Retain key employees
|
|
| |
|
| |
|
| |
•
|
| |
LTI guidelines will be articulated at range of +/ 25% around 50th percentile of market; higher/lower individual awards may be based on performance, potential, retention needs and dilution constraints
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options –
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
| |
Option
Exercise
Price
|
| |
Option
Expiration
Date
|
| |
Number of
shares that
have not
vested
|
| |
Market value
of shares,
units or other
rights that
have not
vested(1)
|
| |
Equity
incentive plan
awards:
Number of
unearned
shares that
have not
vested(2)
|
| |
Equity incentive
plan awards:
Market or
payout value of
unearned
shares that have
not vested(1)
|
Jordi Ferre
|
| |
93,110
|
| |
—(3)
|
| |
$5.37
|
| |
10/3/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
76,650
|
| |
—(4)
|
| |
$4.37
|
| |
3/31/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
36,267
|
| |
18,133(5)
|
| |
$7.35
|
| |
3/29/2028
|
| |
13,600(6)
|
| |
$30,872
|
| |
68,050
|
| |
$154,474
|
|
| |
46,067
|
| |
92,133(8)
|
| |
$3.34
|
| |
3/28/2029
|
| |
69,100(8)
|
| |
$156,857
|
| |
172,750
|
| |
$392,143
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
356,101(9)
|
| |
$808,349
|
| |
356,101
|
| |
$808,349
|
Graham Miao
|
| |
39,623
|
| |
19,812(10)
|
| |
$6.73
|
| |
8/30/2028
|
| |
19,812(11)
|
| |
$44,973
|
| |
—
|
| |
—
|
|
| |
27,750
|
| |
55,500(12)
|
| |
$3.34
|
| |
3/28/2029
|
| |
41,733(13)
|
| |
$94,507
|
| |
104,100
|
| |
$236,307
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
216,107(14)
|
| |
$490,563
|
| |
216,107
|
| |
$490,563
|
Thomas Ermi
|
| |
82,500
|
| |
—(15)
|
| |
$12.00
|
| |
8/13/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
13,150
|
| |
—(16)
|
| |
$4.37
|
| |
3/31/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5,933
|
| |
2,967(17)
|
| |
$7.35
|
| |
3/29/2028
|
| |
2,233(18)
|
| |
$5,069
|
| |
11,150
|
| |
$25,311
|
|
| |
8,483
|
| |
16,967(19)
|
| |
$3.34
|
| |
3/28/2029
|
| |
5,000(20)
|
| |
$11,350
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,733 (21)
|
| |
$28,904
|
| |
31,800
|
| |
$72,186
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
77,034(22)
|
| |
$174,867
|
| |
77,034
|
| |
$174,867
|
(1)
|
The market value of these stock awards is based on the closing price of our Common Stock on the NASDAQ Global Select Market on December 31, 2020, which was $2.27.
|
(2)
|
The NEOs received grants of performance share awards under the 2015 Plan in March of each of 2017, 2018 and 2019 and in April of 2020. The number of performance shares set forth in this column represents the projected number of performance shares, as of December 31, 2019, that each NEO could earn at the end of the three-year performance periods ending December 31, 2019 (for the 2017 grant), December 31, 2020 (for the 2018 grant), December 31, 2021 (for the 2019 grant) and December 31, 2022 (for the 2020 grant) based on actual performance during the elapsed portion of the applicable award period. The number of performance shares actually earned by the NEOs will be determined based on our performance over the entire three-year award period for each of the grants, and such amount may differ significantly from the amounts shown in this column.
|
(3)
|
This option vested as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (October 3, 2016).
|
(4)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 31, 2017).
|
(5)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 29, 2018).
|
(6)
|
This award vests as to one-third of the 40,800 shares initially subject thereto on each of the first three anniversaries of the date of grant (March 29, 2018).
|
(7)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(8)
|
This award vests as to one-third of the 103,650 shares initially subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(9)
|
This award vests as to one-third of the 356,101 shares initially subject thereto on each of the first three anniversaries of the date of grant (April 14, 2020).
|
(10)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (August 30, 2018).
|
(11)
|
This award vests as to one-third of the 59,435 shares initially subject thereto on each of the first three anniversaries of the date of grant (August 30, 2018).
|
(12)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(13)
|
This award vests as to one-third of the 62,450 shares initially subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(14)
|
This award vests as to one-third of the 216,107 shares initially subject thereto on each of the first three anniversaries of the date of grant (April 14, 2020).
|
(15)
|
This option vested as to one–third of the shares subject thereto on each of the first three anniversaries of the date of grant (August 13, 2015).
|
(16)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 31, 2017).
|
(17)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 29, 2018).
|
(18)
|
This award vests as to one-third of the 6,700 shares initially subject thereto on each of the first three anniversaries of the date of grant (March 29, 2018).
|
(19)
|
This option vests as to one-third of the shares subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(20)
|
This award vests as to one-third of the 15,000 shares initially subject thereto on each of the first three anniversaries of the date of grant (April 23, 2018).
|
(21)
|
This award vests as to one-third of the 19,100 shares initially subject thereto on each of the first three anniversaries of the date of grant (March 29, 2019).
|
(22)
|
This award vests as to one-third of the 77,034 shares initially subject thereto on each of the first three anniversaries of the date of grant (April 14, 2020).
|
Position
|
| |
Base Salary Multiple Requirement
|
Chief Executive Officer
|
| |
5x
|
Chief Financial Officer
|
| |
3x
|
All other executive officers
|
| |
2x
|
Name
|
| |
Fees Earned or
Paid in Cash
|
| |
Stock
Awards(1)(2)
|
| |
Total
|
Robert J. Campbell
|
| |
$95,333.33
|
| |
$75,000
|
| |
$170,333.33
|
Alexander Corbacho(3)
|
| |
$25,808
|
| |
$32,260(4)
|
| |
$58,068
|
Denise L. Devine(7)
|
| |
$90,958.33
|
| |
$75,000
|
| |
$165,958.33
|
Nance K. Dicciani
|
| |
$150,666.67
|
| |
$100,000
|
| |
$250,666,67
|
Gregory M. Freiwald(5)(7)
|
| |
$37,744.44
|
| |
$75,000
|
| |
$112,744.44
|
George Lobisser(6)
|
| |
$60,000
|
| |
$75,000
|
| |
$135,000
|
Kevin Schwartz(3)
|
| |
$25,808
|
| |
$32,260(4)
|
| |
$58,068
|
Macauley Whiting, Jr.
|
| |
$60,000
|
| |
$75,000
|
| |
$135,000
|
(1)
|
Amounts represent the full grant date fair value of the restricted stock awards, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts reflect the accounting expense that we will recognize over the vesting term for these awards and do not correspond to the actual value that will be realized by the directors, if any. For a discussion of valuation assumptions and methodologies, see Note 17 of our audited financial statements included in this Annual Report.
|
(2)
|
As of December 31, 2020, the aggregate number of restricted stock awards held by each director were as follows: Mr. Campbell, Ms. Devine, Mr. Lobisser, and Mr. Whiting, 30,241 shares each; Mr. Schwarz and Mr. Corbacho, no shares each (see footnote (4) below); and Ms. Dicciani, 40,322 shares.
|
(3)
|
Each of Mr. Corbacho and Mr. Schwartz was appointed to the Board effective July 27, 2020.
|
(4)
|
Pursuant to an assignment agreement between Paine Schwartz Partners Fund V Management, LLC, a wholly owned subsidiary of Paine Schwartz Partners, LLC, and both Mr. Schwartz Mr. Corbacho, effective as of July 27, 2020, each of Mr. Schwartz and Mr. Corbacho has assigned to Paine Schwartz Partners, LLC all of his right, title and interest in and to any compensation, including equity awards, he receives from AgroFresh for his services as a director of AgroFresh.
|
(5)
|
Mr. Freiwald decided not to stand for election at the 2020 Annual Meeting of Stockholders, and stepped down as the Chair of the Compensation and Talent Committee effective as of April 2, 2020.
|
(6)
|
Mr. Lobisser resigned from the Board in February 2020.
|
(7)
|
Ms. Devine was appointed the Chair of the Compensation and Talent Committee effective as of April 2, 2020. Ms. Devine received additional compensation for the full second quarter of 2020 as the Chair and Mr. Freiwald received only the standard director compensation for the same quarter.
|
Plan Category
|
| |
No. of Securities to be
Issued Upon Exercise of
Outstanding Options
|
| |
Weighted Average
Exercise Price per Share
of Outstanding Options
|
| |
No. of Securities
Remaining Available for
Future Issuance Under
the 2015 Plan
|
Equity compensation plan approved by security holders
|
| |
799,570
|
| |
$6.47
|
| |
2,275,197
|
•
|
each stockholder, or group of affiliated stockholders, that we know owns more than 5% of our outstanding common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
Name of Beneficial Owner
|
| |
Number of
Shares Beneficially
Owned
|
| |
Approximate
percentage of
outstanding
Shares
|
Dow Inc.(1)
|
| |
21,001,151
|
| |
40.3%
|
PSP AGFS Holdings, L.P.(2)
|
| |
30,000,000
|
| |
36.6%
|
T. Rowe Price Associates, Inc.(3)
|
| |
8,110,295
|
| |
15.6%
|
Nance K. Dicciani(4)
|
| |
189,561
|
| |
*
|
Robert J. Campbell
|
| |
107,273
|
| |
*
|
Alexander Corbacho
|
| |
—
|
| |
*
|
Denise L. Devine
|
| |
43,842
|
| |
*
|
Torsten Kraef
|
| |
5,000
|
| |
*
|
Kevin Schwartz(5)
|
| |
30,000,000
|
| |
36.6%
|
Macauley Whiting, Jr.
|
| |
93,492
|
| |
*
|
Jordi Ferre(6)
|
| |
784,503
|
| |
1.5%
|
Thomas Ermi(7)
|
| |
210,204
|
| |
*
|
Graham Miao(8)
|
| |
253,681
|
| |
*
|
All directors and executive officers as a group (11 individuals)(9)
|
| |
31,687,556
|
| |
38.4%
|
*
|
Less than 1%.
|
(1)
|
Based on an amendment to Schedule 13D filed on June 17, 2020, and reflects the subsequent expiration in July 2020 of warrants previously held by Dow Inc. The business address of Dow Inc. is 2211 H.H. Dow Way, Midland, MI 48674.
|
(2)
|
Based on an amendment to Schedule 13D filed on November 3, 2020 by PSP, Paine Schwartz Food Chain Fund V GP, L.P. (“PSV LP”), Paine Schwartz Food Chain Fund V GP, Ltd. (“PSV LTD”), W. Dexter Paine, III and Kevin Schwartz. Beneficial ownership of the Company’s common stock has been calculated based upon the as-converted voting power of 150,000 shares of Series B Preferred Stock issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming a conversion price of $5.00. According to the Schedule 13D, PSV LP is the general partner of PSP, PSV LTD is the general partner of PSV LP, and each of Mr. Paine and Mr. Schwartz are directors of PSV LTD and, as a result each may be deemed to beneficially own, and have shared voting and dispositive power of 30,000,000 shares of common stock. The business address of each of the reporting persons is c/o Paine Schwartz Partners, LLC, 475 Fifth Avenue, 17th Floor, New York, NY 10017.
|
(3)
|
Based on an amendment to Schedule 13G filed on February 16, 2021 by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. The business address of each of the reporting persons is 100 E. Pratt Street, Baltimore, Maryland 21202.
|
(4)
|
Includes 3,000 shares which were acquired in the name of Ms. Dicciani’s domestic partner.
|
(5)
|
See footnote (2).
|
(6)
|
Includes 316,293 shares of Common Stock issuable upon exercise of options that are currently exercisable.
|
(7)
|
Includes 121,510 shares of Common Stock issuable upon exercise of options that are currently exercisable.
|
(8)
|
Includes 44,915 shares of Common Stock issuable upon exercise of options that are currently exercisable.
|
(9)
|
See footnotes (4)-(8) above.
|
Authorized
|
| |
7,150,000
|
Available for Issuance
|
| |
602,658
|
Total shares underlying outstanding options
|
| |
545,254
|
Weighted average exercise price of outstanding options
|
| |
$2.07
|
Weighted average remaining contractual life of outstanding options
|
| |
5.8 years
|
Authorized
|
| |
500,000
|
Available for Issuance
|
| |
185,883
|
1.
|
The first sentence of Section 4(a) of the Plan is hereby amended, in its entirety, to read as follows:
|
2.
|
Section 4(c)(iv) is hereby deleted, in its entirety, and replaced with the following:
|
3.
|
In all other respects, the Plan shall remain unchanged by this Third Amendment.
|
|
| |
|
| |
AGROFRESH SOLUTIONS, INC.,
a Delaware corporation
|
|||
|
| |
|
| |
|
| |
|
Dated:
|
| |
|
| |
By:
|
| |
|
1.
|
The first sentence of Section 6 of the Plan is hereby amended, in its entirety, to read as follows:
|
2.
|
In all other respects, the Plan shall remain unchanged by this Second Amendment.
|
|
| |
|
| |
AGROFRESH SOLUTIONS, INC.,
a Delaware corporation
|
|||
|
| |
|
| |
|
| |
|
Dated:
|
| |
|
| |
By:
|
| |
|