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Filed by the Registrant ☑ | | | Filed by a party other than the Registrant ☐ |
Check the appropriate box: | |||
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
Proto Labs, Inc. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply): | ||||||
☑ | | | No fee required | | ||
☐ | | | Fee paid previously with preliminary materials | | ||
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
Q: | Who can vote? |
A: | You can vote if you were a shareholder at the close of business on the record date of July 8, 2022 (the “Record Date”). There were a total of 27,503,100 shares of our common stock outstanding on the Record Date. The Notice of Internet Availability of Proxy Materials (the “Notice”), notice of special meeting, this Proxy Statement and accompanying proxy card were first mailed or made available to you beginning on or about July 19, 2022. This Proxy Statement summarizes the information you need to vote at the Special Meeting. |
Q: | Who can attend the Special Meeting? |
A: | All shareholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting. If you hold your shares in street name, then you must request a legal proxy from your broker or nominee to attend and vote at the Special Meeting. |
Q: | What am I voting on? |
A: | You are voting on: |
• | Proposal 1 - Approval of the Proto Labs, Inc. 2022 Long-Term Incentive Plan. |
• | Proposal 2 - Approval of one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting. |
Q: | How does the board of directors recommend I vote on the proposals? |
A: | The board is soliciting your proxy and recommends you vote: |
• | FOR Proposal 1 - Approval of the Proto Labs, Inc. 2022 Long-Term Incentive Plan; and |
• | FOR Proposal 2 - Approval of one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting. |
Q: | Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials? |
A: | “Notice and Access” rules adopted by the United States Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice instructs as to how you may access and review all of the proxy materials on the Internet. |
Q: | How many shares must be voted to approve each proposal? |
A: | Quorum. A majority of the shares entitled to vote, represented in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Special Meeting. As of the Record Date, 27,503,100 shares of our common stock were issued and outstanding. A majority of those shares will constitute a quorum for the purpose of adopting proposals at the Special Meeting. If you submit a valid proxy or attend the Special Meeting, your shares will be counted to determine whether there is a quorum. |
Q: | What is the effect of broker non-votes and abstentions? |
A: | A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have or does not exercise discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. If a broker returns a “non-vote” proxy indicating a lack of authority to vote on a proposal, then the shares covered by such a “non-vote” proxy will be deemed present at the Special Meeting for purposes of determining a quorum, but not present for purposes of calculating the vote with respect to any non-discretionary proposals. Nominees will have discretionary voting power with respect to Proposal 2, but not with respect to Proposal 1. Broker non-votes will have no effect on Proposal 1, Proposal 2, or any other item properly presented at the Special Meeting or any adjournments or postponements thereof. |
Q: | How will the proxies vote on any other business brought up at the Special Meeting? |
A: | By submitting your proxy, you authorize the proxies to use their judgment to determine how to vote on any other matter brought before the Special Meeting, or any adjournments or postponements thereof. We do not know of any other business to be considered at the Special Meeting. The proxies’ authority to vote according to their judgment applies only to shares you own as the shareholder of record. |
Q: | How do I cast my vote? |
A: | If you are a shareholder whose shares are registered in your name, you may vote using any of the following methods: |
• | Internet. You may vote by going to the web address www.proxyvote.com 24-hours a day, seven days a week, until 11:59 p.m. Eastern Time on August 28, 2022 and following the instructions for Internet voting shown on your proxy card. |
• | Telephone. If you requested printed proxy materials and you received a paper copy of the proxy card, you may vote by dialing 1-800-690-6903 24-hours a day, seven days a week, until 11:59 p.m. Eastern Time on August 28, 2022 and following the instructions for telephone voting shown on your proxy card. |
• | Mail. If you requested printed proxy materials and you receive a paper copy of the proxy card, then you may vote by completing, signing, dating and mailing the proxy card in the envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by Internet or telephone, please do not mail your proxy card. |
• | In person at the Special Meeting. If you are a shareholder whose shares are registered in your name, you may vote in person at the Special Meeting. |
Q: | Can I vote my shares by filling out and returning the Notice? |
A: | No. The Notice identifies the items to be voted on at the Special Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet, by requesting and returning a paper proxy card or voting instruction card, or by voting at the Special Meeting. |
Q: | Can I revoke or change my vote? |
A: | You can revoke your proxy at any time before it is voted at the Special Meeting by: |
• | submitting a new proxy with a more recent date than that of the first proxy given before 11:59 P.M. Eastern Time on August 28, 2022 by (1) following the Internet voting instructions or (2) following the telephone voting instructions; |
• | completing, signing, dating and returning a new proxy card to us, which must be received by us before the time of the Special Meeting; or |
• | if you are a registered shareholder, by attending the Special Meeting in person and delivering a proper written notice of revocation of your proxy. |
Q: | Who will count the votes? |
A: | Broadridge Financial Solutions, Inc., our independent proxy tabulator, will count the votes. Daniel Schumacher, our Chief Financial Officer, will act as inspector of election for the Special Meeting. |
Q: | Is my vote confidential? |
A: | All proxies and all vote tabulations that identify an individual shareholder are confidential. Your vote will not be disclosed except: |
• | To allow Broadridge Financial Solutions, Inc. to tabulate the vote; |
• | To allow Daniel Schumacher to certify the results of the vote; and |
• | To meet applicable legal requirements. |
Q: | What shares are included on my proxy? |
A: | Your proxy will represent all shares registered to your account in the same social security number and address. |
Q: | What happens if I don’t vote shares that I own? |
A: | For shares registered in your name. If you do not vote shares that are registered in your name by voting at the Special Meeting or by proxy through the Internet, telephone or mail, your shares will not be counted in determining the presence of a quorum or in determining the outcome of the vote on the proposals presented at the Special Meeting. |
Q: | What if I do not specify how I want my shares voted? |
A: | If you are a registered shareholder and submit a signed proxy card or submit your proxy by Internet or telephone but do not specify how you want to vote your shares on a particular matter, we will vote your shares as follows: |
• | FOR Proposal 1 - Approval of the Proto Labs, Inc. 2022 Long-Term Incentive Plan; and |
• | FOR Proposal 2 - Approval of one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting. |
Q: | What does it mean if I get more than one Notice or proxy card? |
A: | Your shares are probably registered in more than one account. You should provide voting instructions for all Notices and proxy cards you receive. |
Q: | How many votes can I cast? |
A: | You are entitled to one vote per share on all matters presented at the Special Meeting or any adjournment or postponement thereof. There is no cumulative voting. |
Q: | What is “householding”? |
A: | We may send a single Notice, as well as other shareholder communications, to any household at which two or more shareholders reside unless we receive other instruction from you. This practice, known as “householding,” is designed to reduce duplicate mailings and printing and postage costs, and conserve natural resources. If your Notice is being householded and you wish to receive multiple copies of the Notice, or if you are receiving multiple copies and would like to receive a single copy, or if you would like to opt out of this practice for future mailings, you may contact: |
Q: | How is this proxy solicitation being conducted? |
A: | We will pay for the cost of soliciting proxies and we will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our shareholders. In addition, some of our employees may solicit proxies. We may solicit proxies in person, via the Internet, by telephone and by mail. Our employees will not receive special compensation for these services, which the employees will perform as part of their regular duties. |
• | each person or group who is known by us to own beneficially more than 5% of our outstanding shares of common stock; |
• | each of our named executive officers named in the Summary Compensation Table below; |
• | each of our directors; and |
• | all of the executive officers and directors as a group. |
| | | Beneficial Ownership on July 5, 2022 | | ||||
| Name and Address of Beneficial Owner | | | Number | | | Percent | |
| Greater than 5% shareholders: | | ||||||
| BlackRock, Inc. | | | | | | | |
| 55 East 52nd Street | | | | | | | |
| New York, NY 10055 | | | 4,966,091(1) | | | 18.1% | |
| | | | | | | | |
| ARK Investment Management LLC | | | | | | ||
| 3 East 28th Street, 7th Floor | | | | | | ||
| New York, NY 10016 | | | 4,119,922(2) | | | 15.0% | |
| | | | | | |||
| The Vanguard Group | | | | | | | |
| 100 Vanguard Blvd. | | | | | | | |
| Malvern, PA 19355 | | | 2,973,780(3) | | | 10.8% | |
| | | | | | | | |
| Disciplined Growth Investors, Inc. | | | | | | | |
| 150 South Fifth Street, Suite 2550 | | | | | | | |
| Minneapolis, MN 55402 | | | 1,791,993(4) | | | 6.5% | |
| | | | | | | | |
| Brown Capital Management, LLC | | | | | | | |
| 1201 N. Calvert Street | | | | | | | |
| Baltimore, MD 21202 | | | 1,739,629(5) | | | 6.3% | |
| | | | | | | | |
| Directors and named executive officers: | | | | | | | |
| Archie C. Black | | | 9,829 | | | * | |
| Sujeet Chand | | | 8,264 | | | * | |
| Moonhie Chin | | | 3,707 | | | * | |
| Rainer Gawlick | | | 29,834(6) | | | * | |
| Stacy Greiner | | | 3,255 | | | * | |
| Donald Krantz | | | 8,264 | | | * | |
| Sven A. Wehrwein | | | 21,961(7) | | | * | |
| Robert Bodor | | | 39,503(8) | | | * | |
| Daniel Schumacher | | | 3,215(9) | | | * | |
| Arthur R. Baker III | | | 29,625(10) | | | * | |
| Michael R. Kenison | | | 8,702(11) | | | * | |
| Bjoern Klaas | | | 7,707(12) | | | * | |
| Victoria M. Holt | | | 46,532(13) | | | * | |
| John A. Way | | | 20,184(14) | | | * | |
| All current directors and executive officers as a group (14 persons) | | | 240,582(15) | | | * | |
* | Represents beneficial ownership of less than one percent |
(1) | Information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 27, 2022. BlackRock has sole voting power over 4,849,911 shares of our common stock and sole dispositive power over 4,966,091 shares of our common stock. |
(2) | Information is based on a Schedule 13G/A filed with the SEC by ARK Investment Management LLC (“ARK”) on February 16, 2021. ARK has sole voting power over 3,584,210 shares of our common stock, shared voting power over 346,687 shares of our common stock and sole dispositive power over 4,119,922 shares of our common stock. |
(3) | Information is based on a Schedule 13G/A filed with the SEC by Vanguard Group Inc. (“Vanguard”) on March 9, 2022. Vanguard has shared voting power over 27,417 shares of our common stock, sole dispositive power over 2,921,240 shares of our common stock and shared dispositive power over 52,540 shares of our common stock. |
(4) | Information is based on a Schedule 13G filed with the SEC by Disciplined Growth Investors, Inc. (“DGI”) on February 15, 2022. DGI has sole voting power over 1,511,778 shares of our common stock and sole dispositive power over 1,791,993 shares of our common stock. |
(5) | Information is based on a Schedule 13G/A filed with the SEC by Brown Capital Management, LLC (“Brown”) on February 14, 2022. Brown has sole voting power over 1,122,878 shares of our common stock and sole dispositive power over 1,739,629 shares of our common stock. |
(6) | Includes 4,055 shares that Dr. Gawlick has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(7) | Includes 6,055 shares that Mr. Wehrwein has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(8) | Includes 25,132 shares that Dr. Bodor has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(9) | Includes 1,536 shares that Mr. Schumacher has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(10) | Includes 5,862 shares that Mr. Baker has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(11) | Includes 3,304 shares that Mr. Kenison has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(12) | Includes 3,280 shares that Mr. Klaas has the right to acquire from us within 60 days of the date of the table pursuant to the exercise of stock options. |
(13) | Ms. Holt retired from her position as our President and Chief Executive Officer effective February 28, 2021. Her beneficial ownership in the table is based on her most recent Form 4, which was filed with the SEC on February 18, 2021. |
(14) | Mr. Way resigned as our Chief Financial Officer effective November 30, 2021. His beneficial ownership information in the table is based on his most recent Form 4, which was filed with the SEC on February 18, 2021. |
(15) | Includes 49,224 shares held by our executive officers and directors, in the aggregate, that can be acquired from us within 60 days of the date of the table pursuant to the exercise of stock options. |
| Stock Options Outstanding | | | #247,768 | |
| Weighted Average Exercise Price of Stock Options Outstanding | | | $83.26 | |
| Weighted Average Remaining Term of Stock Options Outstanding | | | 6.897 years | |
| Full Value Awards Outstanding | | | #284,375 | |
| Restricted Stock Units (“RSUs”) | | | #238,494 | |
| Performance Stock Units (“PSUs”) | | | #45,881 | |
| Shares Available for Grant under the Expired 2012 Plan(2) | | | — | |
(1) | There are no awards outstanding under the 2000 Stock Option Plan. |
(2) | Shares under the 2012 Plan are no longer available as of May 31, 2022 because the 2012 Plan has expired. |
• | No repricing of underwater options or stock appreciation rights without shareholder approval. The 2022 Plan prohibits, without shareholder approval, actions to reprice, replace, or repurchase options or stock appreciation rights (“SARs”) when the exercise price per share of an option or SAR exceeds the fair market value of the underlying shares. |
• | No evergreen. The 2022 Plan does not have an evergreen or similar provision, which provides for an automatic replenishment of shares available for grant. |
• | No liberal share recycling. We may not add back to the 2022 Plan’s share reserve shares that are delivered or withheld to pay the exercise price of an option award or to satisfy a tax withholding obligation in connection with any awards, shares that we repurchase using option exercise proceeds or shares subject to a SAR award that are not issued in connection with the stock settlement of that award upon its exercise. |
• | No liberal definition of “change in control.” No change in control would be triggered by shareholder approval of a business combination transaction, the announcement or commencement of a tender offer or any board assessment that a change in control may be imminent. |
• | No automatic accelerated vesting of equity awards upon a change in control. |
• | No payment of dividends or dividend equivalents on unearned awards. The 2022 Plan prohibits the payment of dividends or dividend equivalents in connection with an award until it vests. |
• | Annual limit on compensation to non-employee directors. The 2022 Plan contains an annual limit on the aggregate value of all awards granted during a calendar year to any non-employee director. |
• | No excise tax gross-up benefits. The 2022 Plan does not provide for any gross-up payments to offset any excise tax expenses. |
• | Clawback. The 2022 Plan requires the recapture or claw back of all or a portion of awards in connection with financial restatements and other events for officers. |
• | A “corporate transaction” generally means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a reorganization, merger, consolidation, share exchange or similar transaction involving the Company. |
• | A “change in control” generally refers to a corporate transaction (as defined above), the acquisition by a person or group of beneficial ownership of 50% or more of the voting power of our stock, or our “continuing directors” ceasing to constitute a majority of our board. |
| THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLAN | |
| Plan Category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options and Stock Appreciation Rights | | | Weighted Average Exercise Price of Outstanding Options and Stock Appreciation Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | |
| Equity compensation plans approved by security holders(1) | | | #594,005(1) | | | $97.78 | | | #5,766,8762) | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| Total | | | 594,005 | | | 97.78 | | | 5,766,876 | |
(1) | Includes awards under the 2012 Long-Term Incentive Plan and our Employee Stock Purchase Plan. |
(2) | Includes 1,058,866 shares remaining available for issuance as of December 31, 2021 under our Employee Stock Purchase Plan and 4,708,010 shares under the Prior Plan, which has expired. |
| THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL. | |
• | Robert Bodor, our President and Chief Executive Officer, or CEO, effective March 1, 2021 (former Vice President/General Manager – Americas); |
• | Daniel Schumacher, Interim Chief Financial Officer, or CFO, effective December 1, 2021 (former Vice President of Investor Relations and Financial Planning and Analysis); |
• | Arthur R. Baker III, our Chief Technology Officer; |
• | Mike Kenison, our Vice President/General Manager – Americas, effective July 1, 2021; |
• | Bjoern Klaas, our Vice President/General Manager and Managing Director – Europe, Middle East and Africa; |
• | Victoria M. Holt, our former President and CEO (retired effective February 28, 2021)(1) ; and |
• | John A. Way, our former Chief Financial Officer and Executive Vice President of Development, resigned effective November 30, 2021. |
(1) | Ms. Holt continued transition service with the Company through February 28, 2022 pursuant to a consulting agreement. |
| Revenue | | | Profitability | | | Cash Generation | |
| $488.1m Revenue increased to $488.1 million in 2021 compared with $434.4 million in 2020. | | | $1.21 Diluted earnings per share was $1.21 in 2021 as compared to $1.89 in 2020. | | | $55.2m Cash generated from operations during the year totaled $55.2 million as compared to $107.0 million in 2020. | |
| Topic | | | Actions / Decisions | | |||
| 2021 Salary Adjustments | | | ✔ | | | Adjusted the base salaries for Dr. Bodor, Mr. Klaas and Mr. Kenison by 1.5% for their annual merit increase. Additionally, both Dr. Bodor and Mr. Kenison received a base salary increase for their respective promotions in calendar year 2021. | |
| 2021 Annual Incentives and Long-Term Incentives | | | ✔ | | | Awarded annual incentives to our named executive officers in the range of 31.5% - 70.0% of target for the partial achievement of corporate and regional objectives where applicable. Although it was clear early in calendar year 2021 that the impact of Brexit and the global pandemic would affect our ability to achieve our annual short term incentive targets, we did not lower targets or otherwise adjust our plan, with the exception of Mr. Klaas’ 2021 annual incentive award, which was increased by 20% to partially offset the unexpected economic impact related to Brexit. | |
| Topic | | | Actions / Decisions | | |||
| | | | ✔ | | | Granted our named executive officers 2021 equity awards comprised of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). In consideration of his promotion to CEO, Dr. Bodor’s equity grants received in 2021 had an aggregate grant date fair value of $2.3 million. Additionally, the equity grant in 2022 is expected to be 50% in the form of performance stock units, 30% in the form of restricted stock units, and 20% in the form of stock options. | |
| Annual Incentive Program Performance Metrics and Design | | | ✔ | | | Continued the use of revenue and adjusted operating income (“AOI”) as our short term incentive bonus metrics. | |
| | | ✔ | | | Maintained the annual incentive plan maximums for 2021 at 200% of the target incentive award. | | |
| PSU Performance Metrics | | | ✔ | | | Continued to measure performance for PSU awards based on the Company’s three-year cumulative Total Shareholder Return (“TSR”) performance relative to the Russell 2000 Growth Index. | |
| Benchmarking | | | ✔ | | | Reviewed and approved changes to our compensation peer group. | |
| Things We Do | | | Things We Don’t Do | | ||||||
| • | | | “Double-trigger” treatment for cash and accelerated equity vesting upon a change in control | | | • | | | No tax gross-ups on perquisites, severance or change in control payments | |
| • | | | Meaningful stock ownership guidelines for our CEO and executive officers | | | • | | | No hedging/pledging of Proto Labs stock by executive officers | |
| • | | | Requirement that executive officers hold 100% of after-tax shares from option exercises or RSU/PSU vesting until they have achieved their ownership requirement | | | • | | | No option repricing without shareholder approval | |
| • | | | No excessive or additional perquisites unique to named executive officers | | ||||||
| • | | | Continually review our compensation programs to ensure alignment to our shareholder expectations of driving profitable growth | | ||||||
| • | | | Compensation recoupment (“clawback”) policy | | | | ||||
| • | | | Equity award approval policy | | | | ||||
| • | | | Independent compensation committee | | | | ||||
| • | | | Independent compensation consultant | | | | ||||
| • | | | Annual compensation risk assessment | | | | | | |
• | Focus on total compensation for purpose of understanding the competitiveness of executive officer compensation; |
• | Structure the compensation program so as to align the interests of our executive officers with those of our customers, employees, and shareholders; |
• | Provide a competitive total compensation opportunity that includes target incentive goals that are reasonably achievable and aligned to long-term objectives; |
• | Utilize equity-based awards in a manner designed to motivate long-term Company performance, increase shareholder value and emphasize their long-term retentive function; |
• | Recognize and reward the achievement of Company and business unit goals as well as individual performance; |
• | Provide compensation commensurate with the level of business performance achieved; |
• | Provide greater compensation opportunities for individuals who have the most significant responsibilities and therefore the greatest ability to influence our achievement of strategic and operational objectives; |
• | Structure the compensation program so that it is understandable and easily communicated to executives, shareholders and other constituencies; |
• | Place increasing emphasis on incentive/variable compensation for positions of increasing responsibility; and |
• | Make benefit programs available to executive officers generally consistent with those provided to salaried employees. |
• | First, they identified a pool of potential companies that were U.S.-based, publicly-traded, and were classified in the technology or industrials sectors. |
• | Second, they screened out companies that were outside of approximately one-third to three times that of Protolabs based on revenue, market capitalization, and employees. |
• | Third, they reviewed company business models, fixed asset turnover, and financial growth statistics in selecting companies that have similar characteristics to Protolabs. |
| 2020 Peer Group | | | Recommended Changes | | | 2021 Peer Group* | |
| 3D Systems Corporation Axon Enterprise, Inc. Badger Meter, Inc. Cognex Corporation ESCO Technologies Inc. FARO Technologies, Inc. Helios Technologies, Inc. Monolithic Power Systems, Inc. Novanta, Inc. Power Integrations, Inc. Raven Industries, Inc. RBC Bearings Incorporated Shutterstock, Inc. SPS Commerce, Inc. Universal Display Corporation | | | (-) Exclusions Shutterstock, Inc. (+) Additions Semtech Corporation | | | 3D Systems Corporation Axon Enterprise, Inc. Badger Meter, Inc. Cognex Corporation ESCO Technologies Inc. FARO Technologies, Inc. Helios Technologies, Inc. Monolithic Power Systems, Inc. Novanta Inc. Power Integrations, Inc. Raven Industries, Inc. RBC Bearings Incorporated Semtech Corporation SPS Commerce, Inc. Universal Display Corporation | |
* | Some companies were retained that did not meet all screening criteria for year-over-year continuity |
| | | | Annual Revenue(1) | | | Market Capitalization(1) | |
| 25th percentile | | | $429 million | | | $1.5 billion | |
| 75th percentile | | | $638 million | | | $4.9 billion | |
| Protolabs | | | $460 million | | | $3.0 billion | |
(1) | Revenue shown in this table is for the twelve-month period ended as of the most recently disclosed quarter prior to the 2020 meeting at which Pearl Meyer presented the peer group information to the compensation committee. Market Capitalization reflects end of June 2020. |
| Compensation Component | | | Form of Compensation | | | Purpose | | |||
| Base Salary | | | Cash | | | • | | | Compensate each named executive officer relative to their individual responsibilities, experience and performance | |
| | | | | | | • | | | Provide steady cash flow not contingent on short-term variations in Company performance | |
| Annual Incentive | | | Cash | | | • | | | Align compensation with our annual corporate financial performance | |
| | | | | | | • | | | Reward achievement of short-term financial objectives | |
| | | | | | | • | | | Provide participants with a meaningful total cash compensation opportunity (base salary plus annual incentive) | |
| Long-Term Incentives | | | Stock Options, Restricted Stock Units and Performance Stock Units | | | • | | | Align compensation with our long-term returns to shareholders | |
| | | | • | | | Encourage long-term retention | | |||
| | | | • | | | Create a long-term performance focus | | |||
| | | | • | | | Provide executive ownership opportunities | |
| Name | | | 2021 Annual Base Salary | | | 2020 Annual Base Salary | | | Percentage Change from 2020 Annual Base Salary to 2021 Annual Base Salary | | | Base Pay Percent Reduction from May 1, 2020 to September 30, 2020(6) | | | Total 2020 Dollar Amount Reduced from May 1, 2020 to September 30, 2020(6) | |
| Robert Bodor (1) | | | $500,000 | | | $340,717 | | | * | | | 10% | | | $14,415 | |
| Daniel Schumacher (2) | | | $206,799 | | | $— | | | * | | | 0% | | | $— | |
| Arthur R. Baker III | | | $318,558 | | | $318,558 | | | 0% | | | 10% | | | $13,477 | |
| Michael R. Kenison (3) | | | $340,000 | | | $— | | | * | | | 0% | | | $— | |
| Bjoern Klaas | | | $336,635 | | | $328,440 | | | 2% | | | 10% | | | $13,685 | |
| Victoria M. Holt (4) | | | $108,277 | | | $612,000 | | | * | | | 20% | | | $51,785 | |
| John A. Way (5) | | | $344,091 | | | $369,685 | | | * | | | 10% | | | $15,640 | |
* | Percentage change not applicable |
(1) | Effective March 1, 2021, Dr. Bodor began serving as President and CEO. Prior to being named CEO, Dr. Bodor served as Vice President/General Manager – Americas. Dr. Bodor’s 2021 annual base salary represents his annual base salary as CEO. |
(2) | Effective December 1, 2021, Mr. Schumacher began serving as Interim CFO. Prior to being named Interim CFO, Mr. Schumacher served as Vice President of Investor Relations and FP&A. Mr. Schumacher’s 2021 annual base salary represents total salary paid during 2021, including amounts paid in his role as Vice President of Investor Relations and FP&A and Interim CFO. |
(3) | Effective July 1, 2021, Mr. Kenison began serving as Vice President/General Manager – Americas. Prior to being named Vice President/General Manager – Americas, Mr. Kenison served as Vice President of Manufacturing – Americas. Mr. Kenison’s 2021 annual base salary represents his annual base salary as Vice President/General Manager – Americas. |
(4) | On February 4, 2021, Ms. Holt entered into a consulting agreement in connection with Ms. Holt’s retirement as President and CEO, effective February 28, 2021. Ms. Holt’s 2021 annual base salary represents total salary paid during 2021, including amounts paid in her role as CEO and consultant. |
(5) | Effective November 30, 2021, Mr. Way resigned from his position as CFO. Mr. Way’s 2021 annual base salary represents total salary paid during 2021. |
(6) | In connection with the COVID-19 pandemic, each of our named executive officers elected to voluntarily forego a portion of their base salaries during the period from May 1, 2020 to September 30, 2020. Ms. Holt voluntarily reduced her base salary by 20%. The remaining named executive officers reduced their base salaries by 10%. The amounts shown in the table reflect the total base salaries that would have been paid absent such action. |
• | 75% of the annual bonus target was based on annual revenue growth, calculated without regard to foreign currency exchange rates. We refer to this aspect of the annual incentive program as the revenue factor. |
• | 25% of the annual bonus target was based on budgeted adjusted operating margin. We refer to this aspect of the annual incentive program as the adjusted operating income (“AOI”) factor. For purposes of calculating attainment of the AOI portion of the annual incentives, AOI is defined as operating income before incentive compensation expense, stock-based compensation expense, amortization expense, acquisition expenses and other one-time expenses not indicative of core operations, calculated as a percentage of revenue. |
| Name | | | Revenue | | | AOI | | |||
| Consolidated | | | Geographic Unit | | | Consolidated | | |||
| Robert Bodor | | | 100% | | | | | 100% | | |
| Arthur R. Baker III | | | 100% | | | | | 100% | | |
| Michael R. Kenison | | | 35% | | | 65% | | | 100% | |
| Bjoern Klaas | | | 35% | | | 65% | | | 100% | |
| Name | | | Target Payout as % of 2021 Salary | |
| Robert Bodor | | | 100% | |
| Arthur R. Baker III | | | 50% | |
| Michael R. Kenison | | | 50% | |
| Bjoern Klaas | | | 50% | |
| Objective | | | 2021 Threshold Growth (%) | | | 2021 Threshold Amount ($) | | | 2021 Target Growth (%) | | | 2021 Target Amount ($) | | | Actual Performance(1) | | | Final Payout Factor | |
| Consolidated Revenue(2) | | | 0% | | | $433.0M | | | 9.8% | | | $480.0M | | | $447.9M | | | 82.7% | |
| United States Revenue(3) | | | 0% | | | $344.0M | | | 10.3% | | | $383.6M | | | $363.5M | | | 95.6% | |
| EMEA Revenue(4) | | | 0% | | | $78.0M | | | 9.7% | | | $86.5M | | | $73.9M | | | 0.0% | |
| Consolidated Adjusted Operating Income | | | 18.2% | | | — | | | 21.2% | | | — | | | 12.9% | | | 0.0% | |
| United States Adjusted Operating Income | | | 30.2% | | | — | | | 33.2% | | | — | | | 29.5% | | | 0.0% | |
| EMEA Adjusted Operating Income | | | 18.2% | | | — | | | 21.2% | | | — | | | 9.4% | | | 0.0% | |
(1) | Our actual performance is equal to our 2021 revenue calculated using 2021 budgeted foreign currency exchange rates. Actual AOI performance is listed as adjusted operating margin achieved in 2021. Actual results exclude the impact of Hubs in 2021. |
(2) | For consolidated revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 1.5 percentage points for each $1 million in additional consolidated revenue. |
(3) | For United States revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 1.8 percentage points for each $1 million in additional United States revenue. |
(4) | For EMEA revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 11.1 percentage points for each $1 million in additional EMEA revenue. |
| Name | | | 2021 Actual Incentive Amount ($) | | | Percent of Annual Incentive Target Achieved (%) | |
| Robert Bodor (1) | | | $282,062 | | | 63% | |
| Daniel Schumacher (2) | | | $38,465 | | | 62% | |
| Arthur R. Baker III | | | $98,793 | | | 62% | |
| Michael R. Kenison (3) | | | $101,730 | | | 70% | |
| Bjoern Klaas (4) | | | $31,945 | | | 32% | |
| Victoria M. Holt (5) | | | $63,266 | | | 62% | |
| John A. Way (6) | | | $— | | | 0% | |
(1) | Effective March 1, 2021, Dr. Bodor began serving as President and CEO. Prior to being named CEO, Dr. Bodor served as Vice President/General Manager – Americas. Dr. Bodor’s 2021 incentive amount represents the pro-rata portion of his 2021 incentive amount in each role. |
(2) | Effective December 1, 2021, Mr. Schumacher began serving as Interim CFO. Prior to being named Interim CFO, Mr. Schumacher served as Vice President of Investor Relations and FP&A. Mr. Schumacher’s 2021 incentive amount represents the pro-rata portion of his 2021 incentive amount in each role. |
(3) | Effective July 1, 2021, Mr. Kenison began serving as Vice President/General Manager – Americas. Prior to being named Vice President/General Manager – Americas, Mr. Kenison served as Vice President of Manufacturing – Americas. Mr. Kenison’s 2021 incentive amount represents the pro-rata portion of his 2021 incentive amount in each role. |
(4) | Mr. Klaas’ short term incentive bonus included a 20% discretionary amount in consideration of the unexpected economic impact related to Brexit. |
(5) | On February 4, 2021, Ms. Holt entered into a consulting agreement in connection with Ms. Holt’s retirement as President and CEO, effective February 28, 2021. Ms. Holt’s 2021 incentive amount represents the pro-rata portion of her 2021 incentive amount in her role as President and CEO prior to her retirement. |
(6) | Effective November 30, 2021, Mr. Way resigned from his position as CFO, and therefore was not eligible for a 2021 annual incentive bonus. |
| Name | | | Aggregate Grant Date Fair Value of 2021 Equity Awards | | | Number of RSUs Awarded | | | Number of Stock Options Awarded | | | Target Number of PSUs Awarded | |
| Robert Bodor | | | $2,255,577 | | | 7,413 | | | 11,842 | | | 970 | |
| Daniel Schumacher | | | $400,038 | | | 4,833 | | | 1,936 | | | — | |
| Arthur R. Baker III | | | $1,255,527 | | | 4,212 | | | 3,442 | | | 970 | |
| Michael R. Kenison | | | $380,038 | | | 2,657 | | | 2,943 | | | — | |
| Bjoern Klaas | | | $714,467 | | | 2,365 | | | 1,826 | | | 624 | |
| Victoria M. Holt | | | $— | | | — | | | — | | | — | |
| John A. Way | | | $1,364,804 | | | 4,433 | | | 3,128 | | | 1,386 | |
| Relative TSR Percentile | | | PSU Payout (% of Target) | |
| Below 25th percentile | | | 0% | |
| 25th percentile | | | 50% | |
| 50th percentile | | | 100% | |
| 75th percentile or greater | | | 150% | |
| Performance Level | | | 2021 Organic Revenue | | | Revenue Payout Factor | | | 2021 Adjusted EPS | | | EPS Payout Factor | |
| Threshold | | | $575,837,000 | | | 25% | | | $4.34 | | | 25% | |
| Target | | | $690,000,000 | | | 50% | | | $4.57 | | | 50% | |
| Maximum | | | ≥$805,694,000 | | | 75% | | | ≥$4.80 | | | 75% | |
(1) | All of the following factors are present: |
• | We are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws; |
• | The award, vesting or payment of the incentive compensation was predicated upon the achievement of certain financial results that were the subject of the restatement and such award, vesting or payment occurred or was received during the three-year period preceding the date on which we were required to prepare the restatement; and |
• | A smaller award, vesting or payment would have occurred or been made to the executive officer based upon the restated financial results. |
(2) | There has been misconduct resulting in either a violation of law or of our Company policy that has caused significant financial or reputational harm to our Company and either the executive officer committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks. |
• | CEO – Five times annual base salary |
• | All other executive officers – One times annual base salary |
| Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | |
| Robert Bodor(5) President and Chief Executive Officer | | | 2021 | | | 473,277 | | | 1,430,533 | | | 825,044 | | | 282,062 | | | 11,200 | | | 3,022,116 | |
| 2020 | | | 338,658 | | | 475,722 | | | 153,036 | | | 24,900 | | | 11,200 | | | 1,003,516 | | |||
| 2019 | | | 324,492 | | | 447,048 | | | 153,014 | | | 59,941 | | | 11,000 | | | 995,495 | | |||
| Daniel Schumacher(6) Interim Chief Financial Officer | | | 2021 | | | 206,799 | | | 316,783 | | | 83,255 | | | 38,465 | | | 7,933 | | | 653,235 | |
| 2020 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Arthur R. Baker III Chief Technology Officer | | | 2021 | | | 318,558 | | | 980,427 | | | 275,100 | | | 98,793 | | | 9,096 | | | 1,681,974 | |
| 2020 | | | 317,044 | | | 475,722 | | | 153,036 | | | 19,113 | | | 11,200 | | | 976,115 | | |||
| 2019 | | | 312,312 | | | 447,048 | | | 153,014 | | | 56,133 | | | 11,000 | | | 979,507 | | |||
| Michael R. Kenison(7) Vice President/General Manager - Americas | | | 2021 | | | 291,795 | | | 253,478 | | | 126,560 | | | 101,730 | | | 6,745 | | | 780,308 | |
| 2020 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Bjoern Klaas Vice President and Managing Director - Europe, Middle East and Africa | | | 2021 | | | 336,635 | | | 568,525 | | | 145,942 | | | 31,945 | | | 14,108 | | | 1,097,155 | |
| 2020 | | | 324,274 | | | 317,212 | | | 102,010 | | | 20,318 | | | 15,179 | | | 778,993 | | |||
| 2019 | | | 322,390 | | | 298,066 | | | 102,011 | | | 112,925 | | | 13,863 | | | 849,255 | | |||
| Victoria M. Holt(8) Former President and Chief Executive Officer | | | 2021 | | | 108,277 | | | — | | | — | | | 63,266 | | | 7,269 | | | 178,812 | |
| 2020 | | | 583,292 | | | 2,314,264 | | | 425,022 | | | 73,440 | | | 11,200 | | | 3,407,218 | | |||
| 2019 | | | 600,000 | | | 2,160,169 | | | 340,034 | | | 215,308 | | | 11,000 | | | 3,326,511 | | |||
| John A. Way Former Chief Financial Officer | | | 2021 | | | 344,091 | | | 1,114,800 | | | 250,004 | | | — | | | 11,200 | | | 1,720,095 | |
| 2020 | | | 367,985 | | | 713,631 | | | 229,513 | | | 33,272 | | | 11,200 | | | 1,355,601 | | |||
| 2019 | | | 362,436 | | | 670,677 | | | 229,523 | | | 97,748 | | | 11,000 | | | 1,371,384 | |
(1) | Amounts shown in this column reflect the aggregate grant date fair value of the RSUs and PSUs (at target) granted in 2021, 2020 and 2019 and are computed in accordance with ASC Topic 718, Compensation—Stock Compensation (ASC 718), based on the closing stock price on the grant date. The grant date fair value of RSUs granted in 2021 and the grant date fair value of the PSUs granted in 2021 if target performance and maximum performance is achieved are as follows: |
| Name | | | RSUs | | | PSUs | | |||
| | | | | | | Target | | | Maximum | |
| Robert Bodor | | | $1,210,204 | | | $220,329 | | | $330,494 | |
| Daniel Schumacher | | | $316,783 | | | $— | | | $— | |
| Arthur R. Baker III | | | $760,098 | | | $220,329 | | | $330,494 | |
| Michael R. Kenison | | | $253,478 | | | $— | | | $— | |
| Bjoern Klaas | | | $426,788 | | | $141,737 | | | $212,606 | |
| Victoria M. Holt | | | $— | | | $— | | | $— | |
| John A. Way | | | $799,979 | | | $314,821 | | | $472,232 | |
(2) | Amounts shown in this column represent the grant date fair values computed in accordance with ASC 718 utilizing the assumptions discussed in Note 13 to our Consolidated Financial Statements for the year ended December 31, 2021 contained in our Annual Report on Form 10-K for the year ended December 31, 2021, and disregarding the effects of any estimates of forfeitures related to service-based vesting. |
(3) | Amounts shown in this column represent amounts earned under our annual incentive program during each respective year and paid early in the following year. |
(4) | Amounts shown in this column for all named executive officers for 2021 represent Company contributions to our 401(k) retirement plan, and additional compensation for Mr. Klaas. |
(5) | Effective March 1, 2021, Dr. Bodor began serving as President and CEO. Prior to being named CEO, Dr. Bodor served as Vice President/General Manager – Americas. |
(6) | Mr. Schumacher began serving as Interim CFO on December 1, 2021, and as permanent CFO on June 3, 2022. Prior to being named Interim CFO, Mr. Schumacher served as Vice President of Investor Relations and FP&A. |
(7) | Mr. Kenison began serving as Vice President/General Manager – Americas on July 1, 2021. Prior to being named Vice President/General Manager – Americas, Mr. Kenison served as Vice President of Manufacturing – Americas. |
(8) | Ms. Holt retired as President and CEO, effective February 28, 2021. Ms. Holt’s 2021 salary represents amounts paid in her role as CEO and consultant. |
| | | | | Compensation Committee | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards(5) | | ||||||||||||||
| Name | | | Grant Date | | | Approval Date(1) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||
| Robert Bodor | | | $153,815 | | | $473,277 | | | $946,554 | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | 3,104 | | | | | | | | | $560,148 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | | | | 2,190 | | | 180.46 | | | $175,035 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | 485 | | | 970 | | | 1,455 | | | | | | | | | | | | $220,329 | | |
| | | | 3/1/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | 4,309 | | | | | | | | | $650,056 | | ||
| | | | 3/1/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | | | 9,652 | | | 150.86 | | | $650,009 | | |||
| Daniel Schumacher | | | $68,014 | | | $110,000 | | | $170,090 | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | 5/18/2021 | | | 5/11/2021 | | | | | | | | | | | | | | | | | | | 1,748 | | | | | | | | $166,759 | | |||
| | | | 5/18/2021 | | | 5/11/2021 | | | | | | | | | | | | | | | | | | | | | | 1,936 | | | 95.40 | | | $83,255 | | ||
| | | | 12/1/2021 | | | 11/5/2021 | | | | | | | | | | | | | | | | | | | 3,085 | | | | | | | | $150,024 | | |||
| Arthur R. Baker III | | | $51,766 | | | $159,279 | | | $318,558 | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | 4,212 | | | | | | | | | $760,098 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | | | | 3,442 | | | 180.46 | | | $275,100 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | 485 | | | 970 | | | 1,455 | | | | | | | | | | | | $220,329 | | |
| Michael R. Kenison | | | $47,417 | | | $145,898 | | | $291,795 | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | 5/18/2021 | | | 5/11/2021 | | | | | | | | | | | | | | | | | | | 2,657 | | | | | | | | | $253,478 | | ||
| | | | 5/18/2021 | | | 5/11/2021 | | | | | | | | | | | | | | | | | | | | | | 2,943 | | | 95.40 | | | $126,560 | | ||
| Bjoern Klaas | | | $54,703 | | | $168,318 | | | $336,635 | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | 2,365 | | | | | | | | | $426,788 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | | | | 1,826 | | | 180.46 | | | $145,942 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | 312 | | | 624 | | | 936 | | | | | | | | | | | | $141,737 | | |
| Victoria M. Holt | | | $35,190 | | | $108,277 | | | $216,554 | | | | | | | | | | | | | | | | | | | | | ||||||||
| John A. Way | | | $83,872 | | | $258,069 | | | $516,137 | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | 4,433 | | | | | | | | | $799,979 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | | | | | | | | | | | | 3,128 | | | 180.46 | | | $250,004 | | ||
| | | | 2/16/2021 | | | 2/2/2021 | | | | | | | | | | | 693 | | | 1,386 | | | 2,079 | | | | | | | | | | | $314,821 | |
(1) | In accordance with the terms of our equity grant timing policy, the RSUs, PSUs and stock option grants to our named executive officers identified in the table were granted effective as of the end of the second trading day following the public release of our financial results for the fourth quarter of 2020, even though the compensation committee approved the grants on an earlier date. Mr. Schumacher and Mr. Kenison received grants prior to being named executive officers. Mr. Schumacher received an additional off-cycle grant in connection with his new role. |
(2) | As discussed above in “Compensation Discussion and Analysis—Elements of Executive Compensation,” amounts in this column represent an award of PSUs under the LTIP capable of being earned and vesting at the end of a three-year performance period depending on our Company’s three-year cumulative Total Shareholder Return (“TSR”) performance relative to the Russell 2000 Growth Index and the award recipient’s continued employment. The PSU vesting terms in the event of certain terminations of employment or a change in control of our Company are described above in “Elements of Executive Compensation—Long-Term Equity-Based Compensation.” No dividend equivalents are paid on the PSUs. |
(3) | Amounts in this column represent awards of RSUs under the LTIP which vest as to 25% of the shares in four annual installments beginning on either February 13, 2022 or May 20, 2022 depending on the grant date. Mr. Schumacher’s December 1, 2021 grant vests as to 100% of the shares on December 1, 2022. Unvested RSUs will immediately vest in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. No dividend equivalents are paid on the RSUs. |
(4) | Amounts in this column represent awards of stock options under the LTIP which vest as to 25% of the shares in four annual installments beginning on February 13, 2022 or May 20, 2022 depending on the grant date. Unvested options will immediately become vested and exercisable in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. |
(5) | The actual value to be realized by a named executive officer depends upon the appreciation in value of our stock and the length of time the award is held. No value will be realized with respect to any stock option award if our stock price does not increase following the grant date. For a description of the assumptions used in computing grant date fair value for stock option awards pursuant to ASC 718, see Note 13 to our Consolidated Financial Statements for the year ended December 31, 2021 contained in our Annual Report on Form 10-K. The grant date fair value of each RSU award and PSU award (at target) was computed in accordance with ASC 718. |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| Name | | | Option Grant Date(1) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($/Sh) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |
| Robert Bodor | | | 02/13/14 | | | 1,632 | | | — | | | 78.59 | | | 02/13/24 | | | | | | | | | | | | | |
| | | 02/09/15 | | | 3,998 | | | — | | | 67.15 | | | 02/09/25 | | | | | | | | | | | | | ||
| | | 02/08/16 | | | 5,673 | | | — | | | 57.88 | | | 02/08/26 | | | | | | | | | | | | | ||
| | | 02/13/17 | | | 2,721 | | | 907 | | | 58.35 | | | 02/13/27 | | | | | | | | | | | | | ||
| | | 02/12/18 | | | 2,253 | | | 751 | | | 105.75 | | | 02/12/28 | | | | | | | | | | | | | ||
| | | 02/11/19 | | | 1,602 | | | 1,602 | | | 104.99 | | | 02/11/29 | | | | | | | | | | | | | ||
| | | 02/10/20 | | | 917 | | | 2,751 | | | 96.72 | | | 02/10/30 | | | | | | | | | | | | | ||
| | | 02/16/21 | | | — | | | 2,190 | | | 180.46 | | | 02/16/31 | | | | | | | | | | | | | ||
| | | 03/01/21 | | | — | | | 9,652 | | | 150.86 | | | 03/01/31 | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,286 | | | 66,036 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 656 | | | 33,686 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,415 | | | 72,660 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 2,304 | | | 118,310 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 3,104 | | | 159,390 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 4,309 | | | 221,267 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 13,074(3) | | | 671,349 | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | 1,506 | | | $77,333(4) | | |
| | | | | | | | | | | | | | | | | | | | | | | | 970 | | | $49,810(5) | | |
| Daniel Schumacher | | | 05/16/18 | | | 93 | | | 93 | | | 117.55 | | | 05/16/28 | | | | | | | | | | | | | |
| | | 05/15/19 | | | 177 | | | 355 | | | 106.85 | | | 05/15/29 | | | | | | | | | | | | | ||
| | | 05/19/20 | | | 256 | | | 769 | | | 117.00 | | | 05/20/30 | | | | | | | | | | | | | ||
| | | 05/18/21 | | | — | | | 1,936 | | | 95.40 | | | 05/18/31 | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | 238 | | | 12,221 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 128 | | | 6,573 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 309 | | | 15,867 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 636 | | | 32,659 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,748 | | | 89,760 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 3,085 | | | 158,415 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 6,144(6) | | | 315,495 | | | | | | | | ||
| Arthur R. Baker III | | | 05/02/16 | | | 1,737 | | | — | | | 60.96 | | | 05/02/26 | | | | | | | | | | | | | |
| | | 02/13/17 | | | — | | | 907 | | | 58.35 | | | 02/13/27 | | | | | | | | | | | | | ||
| | | 02/12/18 | | | 2,413 | | | 805 | | | 105.75 | | | 02/12/28 | | | | | | | | | | | | | ||
| | | 02/11/19 | | | 1,602 | | | 1,602 | | | 104.99 | | | 02/11/29 | | | | | | | | | | | | | ||
| | | 02/10/20 | | | 917 | | | 2,751 | | | 96.72 | | | 02/10/30 | | | | | | | | | | | | | ||
| | | 02/16/21 | | | — | | | 3,442 | | | 180.46 | | | 02/16/31 | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,286 | | | 66,036 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 703 | | | 36,099 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,415 | | | 72,660 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 2,304 | | | 118,310 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 4,212 | | | 216,286 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 9,920(7) | | | 509,391 | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | 1,506 | | | $77,333(4) | | |
| | | | | | | | | | | | | | | | | | | | | | | | 970 | | | $49,810(5) | | |
| Michael R. Kenison | | | 05/16/18 | | | 232 | | | 233 | | | 117.55 | | | 05/16/28 | | | | | | | | | | | | | |
| | | 05/15/19 | | | 532 | | | 1,064 | | | 106.85 | | | 05/15/29 | | | | | | | | | | | | | ||
| | | 05/19/20 | | | 520 | | | 1,561 | | | 117.00 | | | 05/20/30 | | | | | | | | | | | | | ||
| | | 05/18/21 | | | — | | | 2,943 | | | 95.40 | | | 05/18/31 | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | 635 | | | 32,607 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 320 | | | 16,432 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 927 | | | 47,601 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 1,289 | | | 66,190 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 2,657 | | | 136,436 | | | | | | | | ||
| | | | | | | | | | | | | | | | | 5,828(8) | | | 299,266 | | | | | | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| Name | | | Option Grant Date(1) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($/Sh) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |
| Bjoern Klaas | | | 02/11/19 | | | 1,068 | | | 1,068 | | | 104.99 | | | 02/11/29 | | | | | | | | | | | | ||
| | | | 02/10/20 | | | 611 | | | 1,834 | | | 96.72 | | | 02/10/30 | | | | | | | | | | | | | |
| | | | 02/16/21 | | | — | | | 1,826 | | | 180.46 | | | 02/16/31 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 1,059 | | | 54,380 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 943 | | | 48,423 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 1,536 | | | 78,874 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 2,365 | | | 121,443 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 5,903(9) | | | 303,120 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,004 | | | $51,555(4) | |
| | | | | | | | | | | | | | | | | | | | | | | | | 624 | | | $32,042(5) | |
| Victoria M. Holt | | | 02/13/17 | | | 7,256 | | | 1,814 | | | 58.35 | | | 02/13/27 | | | | | | | | | | | | ||
| | | | 02/12/18 | | | 5,363 | | | 1,788 | | | 105.75 | | | 02/12/28 | | | | | | | | | | | | | |
| | | | 02/11/19 | | | 3,560 | | | 1,780 | | | 104.99 | | | 02/11/29 | | | | | | | | | | | | | |
| | | | 02/10/20 | | | 2,546 | | | 2,547 | | | 96.72 | | | 02/10/30 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 2,571 | | | 132,021 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 1,561 | | | 80,157 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 1,572 | | | 80,722 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 2,133 | | | 109,529 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 7,837(10) | | | 402,429 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 8,367 | | | $429,645(4) | |
| John A. Way | | | 02/08/16 | | | 2,837 | | | — | | | 57.88 | | | 02/28/22 | | | | | | | | | | | | ||
| | | | 02/13/17 | | | 5,444 | | | — | | | 58.35 | | | 02/28/22 | | | | | | | | | | | | | |
| | | | 02/12/18 | | | 3,218 | | | — | | | 105.75 | | | 02/28/22 | | | | | | | | | | | | | |
| | | | 02/11/19 | | | 2,403 | | | — | | | 104.99 | | | 02/28/22 | | | | | | | | | | | | | |
| | | | 02/10/20 | | | 1,375 | | | — | | | 96.72 | | | 02/28/22 | | | | | | | | | | | | |
(1) | The February option awards granted prior to 2018 vest as to 20% of the shares subject to each award in five annual installments on February 13 each year. The February option awards granted beginning in 2018 vest as to 25% of the shares subject to each award in four annual installments on February 13 each year. The May option awards vest as to 25% of the shares subject to each award in four annual installments on May 20 each year. |
(2) | Based on the $51.35 per share closing price of our common stock on the NYSE on December 31, 2021. |
(3) | In the order presented in the table, the RSUs listed vest as to 1,286 shares subject to the units on February 13, 2022, as to 656 shares subject to the units on February 13, 2022, as to 707 shares subject to the units on each of February 13, 2022 and 2023, as to 768 shares subject to the units on each of February 13, 2022, 2023 and 2024, as to 776 shares subject to the units on each of February 13, 2022, 2023, 2024, and 2025, and as to 1,077 shares subject to the units on each of February 13, 2022, 2023, 2024, and 2025. |
(4) | Performance stock units vest on December 31, 2022 depending on our Company’s three-year cumulative Total Shareholder Return (“TSR”) performance relative to the Russell 2000 Growth Index and the award recipients continued employment. |
(5) | Performance stock units vest on December 31, 2023 depending on our Company’s three-year cumulative Total Shareholder Return (“TSR”) performance relative to the Russell 2000 Growth Index and the award recipients continued employment. |
(6) | In the order presented in the table, the RSUs listed vest as to 238 shares subject to the units on May 20, 2022, as to 128 shares subject to the units on May 20, 2022, as to 154 shares subject to the units on each of May 20, 2022 and 2023, as to 212 shares subject to the units on each of May 20, 2022, 2023 and 2024, as to 437 shares subject to the units on each of May 20, 2022, 2023, 2024 and 2025, and as to 3,085 shares subject to the units on December 1, 2022. |
(7) | In the order presented in the table, the RSUs listed vest as to 1,286 shares subject to the units on February 13, 2022, as to 703 shares subject to the units on February 13, 2022, as to 707 shares subject to the units on each of February 13, 2022 and 2023, as to 768 shares subject to the units on each of February 13, 2022, 2023 and 2024, and as to 1,053 shares subject to the units on each of February 13, 2022, 2023, 2024, and 2025. |
(8) | In the order presented in the table, the RSUs listed vest as to 635 shares subject to the units on May 20, 2022, as to 320 shares subject to the units on May 20, 2022, as to 463 shares subject to the units on each of May 20, 2022 and 2023, as to 429 shares subject to the units on each of May 20, 2022, 2023 and 2024, and as to 664 shares subject to the units on each of May 20, 2022, 2023, 2024, and 2025. |
(9) | In the order presented in the table, the RSUs listed vest as to 1,059 shares subject to the units on each of December 1, 2022, as to 471 shares subject to the units on each of February 13, 2022 and 2023, as to 512 shares subject to the units on each of February 13, 2022, 2023 and 2024, and as to 591 shares subject to the units on each of February 13, 2022, 2023, 2024 and 2025. |
(10) | In the order presented in the table, the RSUs listed vest as to 2,571 shares subject to the units on February 13, 2022, as to 1,561 shares subject to the units on February 13, 2022, as to 1,572 shares subject to the units on February 13, 2022, and as to 2,133 shares subject to the units on February 13, 2022. |
| | | | 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) | |
| Robert Bodor | | | — | | | — | | | 4,279 | | | 843,177 | |
| Daniel Schumacher | | | 363 | | | 30,466 | | | 732 | | | 66,246 | |
| Arthur R. Baker III | | | 7,102 | | | 886,116 | | | 4,283 | | | 766,545 | |
| Michael R. Kenison | | | — | | | — | | | 2,513 | | | 227,427 | |
| Bjoern Klaas | | | — | | | — | | | 2,043 | | | 245,396 | |
| Victoria M. Holt | | | 18,910 | | | 2,464,531 | | | 9,563 | | | 1,884,289 | |
| John A. Way | | | — | | | — | | | 6,373 | | | 1,255,800 | |
(1) | The value realized on exercise is calculated as the difference between the closing price of our common stock on the date of exercise as reported by the New York Stock Exchange for the number of shares acquired upon exercise and the applicable option exercise price for those shares. |
(2) | The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our common stock on the vesting date as reported by the New York Stock Exchange. |
• | we will pay Dr. Bodor an amount equal to one times his annualized base salary in substantially equal installments in accordance with our regular payroll practices over the 12-month period immediately following the termination date, subject to limited exceptions; |
• | we will pay Dr. Bodor an amount equal to one times his target annual cash incentive bonus for the calendar year in which his employment with us terminates, payable in a lump sum; |
• | we will pay our share of premiums due Dr. Bodor and his eligible dependents under COBRA for the first 12 months of COBRA coverage, if timely elected by Dr. Bodor; and |
• | if Dr. Bodor has any unvested equity-based awards as of the termination date, a pro rata portion of any unvested awards scheduled to vest on the next anniversary of the grant date will vest immediately. |
• | pay Dr. Bodor an amount equal to two times his annualized base salary, payable in a lump sum; |
• | pay Dr. Bodor an amount equal to two times his target annual cash incentive bonus for the calendar year in which his employment with us terminates, payable in a lump sum; |
• | pay our share of premiums due for Dr. Bodor and his eligible dependents for 18 months of coverage under COBRA, if timely elected by Dr. Bodor; and |
• | pay Dr. Bodor an amount equal to the value of any unvested equity-based awards held by him as of the termination date that were forfeited as of the termination date. |
• | we will pay Dr. Bodor an amount equal to two times his annualized base salary in substantially equal installments in accordance with the Company’s regular payroll practices over the 24-month period immediately following the termination date, subject to limited exceptions; |
• | we will pay Dr. Bodor an amount equal to two times his target annual cash incentive bonus for the calendar year in which his employment with us terminates, payable in a lump sum; |
• | we will pay our share of premiums due for Dr. Bodor and his eligible dependents under COBRA for the first 18 months of COBRA coverage, if timely elected by Dr. Bodor; and |
• | if Dr. Bodor has any unvested equity-based awards as of the termination date, all such unvested awards will vest immediately on Dr. Bodor’s termination date. |
• | we will pay such officer an amount equal to his annualized base salary (the “severance”) in substantially equal installments in accordance with our regular payroll practices over the 12-month period immediately following the termination date, subject to limited exceptions; |
• | we will pay such officer a pro rata cash incentive payment amount, payable in a lump sum; |
• | we will pay our share of premiums due for such officer and his eligible dependents for the first 12 months of coverage under COBRA (the “COBRA benefit”); and |
• | if such officer has any unvested equity-based awards as of the termination date, a pro rata portion of any unvested awards scheduled to vest on the next anniversary of the grant date will vest immediately. |
• | we will pay such officer an amount equal to the sum of (i) his target annual cash incentive payment for the calendar year in which his employment with us terminates plus (ii) a pro rata cash incentive payment amount, payable in a lump sum; and |
• | if such officer has any unvested equity-based awards as of the termination date, all such unvested awards will vest immediately on his termination date. |
• | pay such officer an amount equal to his target annual cash incentive payment for the calendar year in which his or her employment with us terminates, payable in a lump sum; and |
• | pay such officer an amount equal to the value of any unvested equity-based awards held by him as of the termination date that were forfeited as of the termination date. |
• | Arrange for the surviving or successor entity to continue, assume or replace some or all of the outstanding awards under the LTIP. |
• | Accelerate the vesting and exercisability of outstanding awards prior to and conditioned upon the occurrence of the event and provide that unexercised options and SARs will be terminated at the effective time of the event. |
• | Cancel any outstanding award in exchange for payment to the holder of the amount of the consideration that would have been received in the event for the number of shares subject to the award, less the aggregate exercise price (if any) of the award. |
• | Provide that if an award is continued, assumed or replaced in connection with such an event and if within 18 months after the event a participant experiences an involuntary termination of service other than for cause, the participant’s outstanding awards will vest in full, will immediately become fully exercisable and will remain exercisable for one year following termination. |
• | Make certain adjustments to awards as provided in the LTIP. |
| Name | | | Termination Without Cause or For Good Reason Not During Transition Period or in Anticipation of Change in Control | | | Termination Without Cause or For Good Reason Upon a Change in Control or During Transition Period(1) | | | Termination Without Cause or For Good Reason in Anticipation of Change in Control (2) | | | Death | | | Disability | | | Change in Control Without Termination | | | Retirement | |
| Robert Bodor | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | 500,000 | | | 1,000,000 | | | 1,000,000 | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | 473,277 | | | 946,554 | | | 946,554 | | | 473,277 | | | 473,277 | | | — | | | — | |
| Benefits Continuation | | | 5,357 | | | 8,036 | | | 8,036 | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | 270,615 | | | 671,349 | | | 671,349 | | | 671,349 | | | 671,349 | | | — | | | 270,615 | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | 68,159 | | | — | | | — | | | 68,159 | |
| Daniel Schumacher | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Arthur R. Baker III | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | 318,558 | | | 318,558 | | | 318,558 | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | 159,279 | | | 318,558 | | | 318,558 | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | 4,747 | | | 4,747 | | | 4,747 | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | 231,948 | | | 509,391 | | | 509,391 | | | 509,391 | | | 509,391 | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | 68,159 | | | — | | | — | | | — | |
| Michael R. Kenison | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | 340,000 | | | 340,000 | | | 340,000 | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | 145,898 | | | 291,795 | | | 291,795 | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | 12,797 | | | 12,797 | | | 12,797 | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | 128,940 | | | 299,266 | | | 299,266 | | | 299,266 | | | 299,266 | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Name | | | Termination Without Cause or For Good Reason Not During Transition Period or in Anticipation of Change in Control | | | Termination Without Cause or For Good Reason Upon a Change in Control or During Transition Period(1) | | | Termination Without Cause or For Good Reason in Anticipation of Change in Control (2) | | | Death | | | Disability | | | Change in Control Without Termination | | | Retirement | |
| Bjoern Klaas | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | 336,635 | | | 336,635 | | | 336,635 | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | 168,318 | | | 336,635 | | | 336,635 | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | 135,205 | | | 303,120 | | | 303,120 | | | 303,120 | | | 303,120 | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | 45,051 | | | — | | | — | | | — | |
| Victoria M. Holt | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | 108,277 | | | 216,554 | | | 108,277 | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | 429,645 | | | — | | | — | | | 429,645 | |
| John A. Way(4) | | | | | | | | | | | | | | | | | | | | | ||
| Base Salary Payment | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Incentive Payment | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Benefits Continuation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated Option Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated RSU Vesting | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated PSU Vesting(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
(1) | The LTIP provides that, in connection with a change in control, we may, among other actions, (i) arrange for the surviving or successor entity to continue, assume or replace outstanding awards under the LTIP, (ii) accelerate the vesting and exercisability of outstanding awards upon the occurrence of the change in control or (iii) cancel outstanding awards in exchange for payment of the amount of consideration that would have been received in the change in control for the number of shares subject to the award, less the aggregate exercise price (if any) of the award. The amounts shown assume acceleration of all outstanding awards under the LTIP in connection with a change in control. |
(2) | Pursuant to agreements between us and each of our named executive officers each such named executive officer is entitled to the payments and benefits summarized above if his or her employment terminates within 90 days prior to a change in control, and if the termination is without cause or for good reason and the executive reasonably demonstrates within 30 days after the change in control that the qualifying termination arose in connection with or in anticipation of the change in control. |
(3) | Upon termination of the executive officer’s employment by us without cause or by the executive for good reason or due to retirement or disability, a pro rata portion (based on the portion of the performance period that elapsed prior to the date of termination) of the number of PSUs that would have been earned at the end of the applicable performance periods if employment had continued will vest on the scheduled vesting date. Because the PSU awards are not accelerated under such circumstances, and because the determination regarding the number of outstanding PSUs to be earned cannot be made until after the applicable performance periods end on December 31, 2022 and 2023, no accelerated values for outstanding PSU awards are included in the table columns relating to retirement, disability and without cause and good reason terminations. |
(4) | Mr. Way was not entitled to any severance benefits due to his resignation effective November 30, 2021. |
Annual cash retainer: | | | $50,000 |
| | ||
Additional annual cash retainer for Chairman: | | | $50,000 ($80,000 in 2022) |
| | ||
Annual cash retainer for committee chairs: | | | Audit Committee: $20,000 Compensation Committee: $15,000 Nominating and Governance Committee: $10,000 |
| | ||
Annual cash retainer for other committee members: | | | Audit Committee: $8,000 Compensation Committee: $6,000 Nominating and Governance Committee: $4,000 |
| | ||
Annual equity award: | | | $145,000 grant date fair value of restricted stock units or deferred stock units (at the director’s election) which become vested in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our shareholders |
| | ||
New director equity award: | | | Restricted stock units or deferred stock units (at the director’s election) with $145,000 grant date fair value, granted and vested on the date the director is first elected to the board |
| | ||
| | In addition, a grant of pro-rata portion of the restricted stock units or deferred stock units (at the director’s election) which was granted to directors at the most recent annual meeting of shareholders, which will vest at the following annual meeting of shareholders | |
| | ||
Meeting fees: | | | Generally none, but compensation committee has the discretion to provide for meeting fees if the number of board of directors meetings exceeds eight per year or if the number of meetings of any committee exceeds six per year |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Total | |
| Archie C. Black | | | 106,000 | | | 145,000 | | | — | | | 251,000 | |
| Sujeet Chand | | | 60,000 | | | 145,000 | | | — | | | 205,000 | |
| Moonhie Chin | | | 54,000 | | | 145,000 | | | — | | | 199,000 | |
| Rainer Gawlick | | | 73,000 | | | 145,000 | | | — | | | 218,000 | |
| John B. Goodman(1) | | | 64,000 | | | 145,000 | | | — | | | 209,000 | |
| Stacy Greiner(2) | | | 6,319 | | | 189,716 | | | — | | | 196,035 | |
| Donald G. Krantz | | | 50,000 | | | 145,000 | | | — | | | 195,000 | |
| Sven A. Wehrwein | | | 74,000 | | | 145,000 | | | — | | | 219,000 | |
(1) | Mr. Goodman’s term ended on the date of the 2022 Annual Meeting. |
(2) | Note that Ms. Greiner was appointed to the board of directors on November 15, 2021. |
| Name | | | Number of Shares Underlying Unexercised Options | | | Number of Shares Subject to Unvested DSUs | | | Number of Shares Subject to Unvested RSUs | |
| Archie C. Black | | | — | | | 1,520 | | | — | |
| Sujeet Chand | | | — | | | 1,520 | | | — | |
| Moonhie Chin | | | — | | | 1,520 | | | — | |
| Rainer Gawlick | | | 4,055 | | | 1,520 | | | — | |
| John B. Goodman | | | — | | | 1,520 | | | — | |
| Stacy Greiner | | | — | | | 767 | | | — | |
| Donald G. Krantz | | | — | | | — | | | 1,520 | |
| Sven A. Wehrwein | | | 6,055 | | | 1,520 | | | — | |