¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to §240.14a-12
|
Allegion Public Limited Company
|
(Name of Registrant as Specified In Its Charter)
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
x
|
No fee required.
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
1)
|
Title of each class of securities to which transaction applies:
|
2)
|
Aggregate number of securities to which transaction applies:
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
4)
|
Proposed maximum aggregate value of transaction:
|
5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
1)
|
Amount Previously Paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
|
|
By Order of the Board of Directors,
|
|
S. WADE SHEEK
|
Secretary
|
Registered Office Address:
Block D
Iveagh Court
Harcourt Road
Dublin 2, Ireland
Company No. 527370
|
|
U.S. Mailing Address:
c/o Schlage Lock Company LLC
11819 N. Pennsylvania Street
Carmel, Indiana 46032
|
|
Page
|
ANNUAL GENERAL MEETING OF SHAREHOLDERS
|
When
|
|
June 5, 2018 at 5:30 p.m., local time
|
|
|
|
Location
|
|
The Shelbourne
|
|
27 St. Stephen's Green
|
|
|
Dublin 2, Ireland
|
|
|
|
|
Record Date
|
|
April 6, 2018
|
|
|
|
Voting
|
|
Shareholders as of the record date are entitled to vote. Each ordinary share is entitled to one vote for each director nominee and each of the other proposals.
|
|
|
|
Attendance
|
|
All shareholders of record on the record date may attend the meeting.
|
MEETING AGENDA AND VOTING RECOMMENDATIONS
|
Agenda Item
|
|
Vote Required
|
|
Board Recommendation
|
|
Page
|
Election of seven directors named in the proxy statement
|
|
Majority of votes cast
|
|
For
|
|
|
Advisory approval of the compensation of the Company’s named executive officers
|
|
Majority of votes cast
|
|
For
|
|
|
Approval of appointment of PricewaterhouseCoopers as the Company’s independent auditors and authorize the Audit and Finance Committee to set auditors’ remuneration
|
|
Majority of votes cast
|
|
For
|
|
|
Renewal of the Board of Directors’ existing authority to issue shares
|
|
Majority of votes cast
|
|
For
|
|
|
Renewal of the Board of Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution)
|
|
75% of votes cast
|
|
For
|
|
CORPORATE GOVERNANCE HIGHLIGHTS
|
Things We Do
|
|
Things We Don’t Do
|
||
ü
|
Substantial majority of independent directors (6 of 7)
|
|
û
|
No pledging of Company stock
|
ü
|
Annual election of directors
|
|
û
|
No hedging of Company stock
|
ü
|
Majority vote for directors
|
|
û
|
No tax gross-ups in change-in-control agreements
|
ü
|
Independent Lead Director
|
|
û
|
No excessive perquisites
|
ü
|
Term limit for non-employee directors
|
|
û
|
No option repricing without shareholder approval
|
ü
|
Annual Board and committee self-assessments
|
|
û
|
No dividend equivalents on unearned awards
|
ü
|
Executive sessions of non-management directors
|
|
|
|
ü
|
Align pay with Company performance
|
|
|
|
ü
|
Executive and director stock ownership guidelines
|
|
|
|
ü
|
Clawback provisions for performance based compensation
|
|
|
|
ü
|
Board oversight of risk management
|
|
|
|
ü
|
Succession planning at all levels, including for Board and CEO
|
|
|
|
EXECUTIVE COMPENSATION
|
•
|
Create and reinforce our pay-for-performance culture;
|
•
|
Align the interests of management with our shareholders;
|
•
|
Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay;
|
•
|
Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and
|
•
|
Integrate with our performance management process of goal setting and formal evaluation.
|
•
|
Annual adjusted revenue of $2,408 million, an increase of 8% compared to prior year;
|
•
|
Adjusted Earnings Before Interest Tax Depreciation and Amortization of $562 million, an increase of 8.6% compared to prior year;
|
•
|
Available Cash Flow of $354 million, an increase of 7.4% compared to prior year;
|
•
|
Adjusted earnings per share of $3.72, an increase of 17% compared to prior year; and
|
•
|
Total shareholder return of 53.3% for the 2015 - 2017 performance period, which falls into the 64th percentile of the S&P 400 Capital Goods Index.
|
ELECTION OF DIRECTORS
|
|
Nominee
|
|
Age
|
|
Director Since
|
|
Principal Occupation
|
|
Independent
|
|
Committee Memberships
|
|
|
Carla Cico
|
|
57
|
|
2013
|
|
Former Chief Executive Officer of Rivoli S.p.A.
|
|
ü
|
|
Audit and Finance
Compensation
Corporate Governance and Nominating
|
|
|
Kirk S. Hachigian
(Lead Director)
|
|
58
|
|
2013
|
|
Chairman and Interim Chief Executive Officer of JELD-WEN Holding, Inc.
|
|
ü
|
|
Audit and Finance
Compensation
Corporate Governance and Nominating (Chair)
|
|
|
Nicole Parent Haughey
|
|
46
|
|
2017
|
|
Former Chief Operating Officer of Mimeo.com
|
|
ü
|
|
Audit and Finance
Compensation
Corporate Governance and Nominating
|
|
|
David D. Petratis
|
|
60
|
|
2013
|
|
Chairman, President and Chief Executive Officer of Allegion plc
|
|
|
|
|
|
|
Dean I. Schaffer
|
|
66
|
|
2014
|
|
Former Partner of Ernst & Young LLP
|
|
ü
|
|
Audit and Finance
Compensation (Chair)
Corporate Governance and Nominating
|
|
|
Charles L. Szews
|
|
61
|
|
2018
|
|
Former Chief Executive Officer of Oshkosh Corporation
|
|
ü
|
|
Compensation
Corporate Governance and Nominating
|
|
|
Martin E. Welch III
|
|
69
|
|
2013
|
|
Former Executive Vice President and Chief Financial Officer of Visteon Corporation
|
|
ü
|
|
Audit and Finance (Chair)
Compensation
Corporate Governance and Nominating
|
|
ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
|
APPOINTMENT OF INDEPENDENT AUDITORS
|
RENEWAL OF BOARD OF DIRECTORS’ EXISTING AUTHORITY TO ISSUE SHARES
|
RENEWAL OF BOARD OF DIRECTORS’ EXISTING AUTHORITY TO ISSUE SHARES FOR CASH WITHOUT FIRST OFFERING SHARES TO EXISTING SHAREHOLDERS
|
2019 ANNUAL GENERAL MEETING
|
Deadline for shareholder proposals for inclusion in the proxy statement:
|
|
December 21, 2018
|
Deadline for business proposals and nominations for director:
|
|
March 7, 2019
|
|
|
|
|
|
|
|
|
|
|
|
PROXY STATEMENT
|
|
|
|
|
|
|
|
•
|
Create and reinforce our pay-for-performance culture;
|
•
|
Align the interests of management with our shareholders;
|
•
|
Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay;
|
•
|
Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and
|
•
|
Integrate with our performance management process of goal setting and formal evaluation.
|
|
|
2017
|
|
2016
|
||||
Audit Fees (a)
|
|
$
|
3,888,500
|
|
|
$
|
3,536,500
|
|
Audit-Related Fees (b)
|
|
879,000
|
|
|
57,700
|
|
||
Tax Fees (c)
|
|
747,769
|
|
|
402,100
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
5,515,269
|
|
|
$
|
3,996,300
|
|
(a)
|
Audit Fees for the fiscal years ended December 31, 2016 and 2017 were for professional services rendered for the audits of our annual consolidated financial statements, including statutory audits.
|
(b)
|
Audit-Related Fees for the fiscal year ended December 31, 2016 consist of employee benefit plan audits and assurance services that are related to performing the audit and review of our financial statements. Audit-Related Fees for the fiscal year ended December 31, 2017 includes employee benefit plan audits and financial and tax due diligence.
|
(c)
|
The Tax Fees for the fiscal years ended December 31, 2016 and 2017 relate to consulting services.
|
(a)
|
the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and
|
(b)
|
the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $47,476 (4,747,673 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of April 6, 2018 (the latest practicable date before this proxy statement)),
|
CORPORATE GOVERNANCE GUIDELINES AND PRACTICES
|
•
|
selecting, monitoring, evaluating and compensating senior management;
|
•
|
assuring that management succession planning is ongoing;
|
•
|
overseeing the implementation of management’s strategic plans and capital allocation strategy;
|
•
|
reviewing our financial controls and reporting systems;
|
•
|
overseeing our management of enterprise risk;
|
•
|
reviewing our ethical standards and compliance procedures; and
|
•
|
evaluating the performance of the Board of Directors, Board committees and individual directors.
|
•
|
Chair the meetings of the independent directors when the Chairman is not present;
|
•
|
Ensure the full participation and engagement of all Board members in deliberations;
|
•
|
Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, contract negotiations, performance evaluations and dismissal;
|
•
|
Counsel the Chairman on issues of interest/concern to directors and encourage all directors to engage the Chairman with their interests and concerns;
|
•
|
Work with the Chairman to develop an appropriate schedule of Board meetings and approve such schedule, to ensure that the directors have sufficient time for discussion of all agenda items, while not interfering with the flow of Company operations;
|
•
|
Work with the Chairman to develop the Board and Committee agendas and approve the final agendas;
|
•
|
Keep abreast of key Company activities and advise the Chairman as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of materials for the Board of Directors, the Lead Director will approve information provided to the Board and may specifically request the inclusion of certain material;
|
•
|
Engage consultants who report directly to the Board of Directors and assist in recommending consultants that work directly for Board Committees;
|
•
|
Work in conjunction with the Corporate Governance and Nominating Committee in compliance with Governance Committee processes to interview all Board candidates and make recommendations to the Board of Directors;
|
•
|
Assist the Board of Directors and Company officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines; work in conjunction with the Corporate Governance Committee to recommend revisions to the Corporate Governance Guidelines;
|
•
|
Call, coordinate and develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the CEO;
|
•
|
Work in conjunction with the Corporate Governance and Nominating Committee to identify for appointment the members of the various Board Committees, as well as selection of the Committee chairs;
|
•
|
Be available for consultation and direct communication with major shareholders in coordination with the CEO;
|
•
|
Make a commitment to serve in the role of Lead Director for a minimum of three years; and
|
•
|
Help set the tone for the highest standards of ethics and integrity.
|
•
|
The Audit and Finance Committee oversees risks associated with our systems of disclosure controls and internal controls over financial reporting, our compliance with legal and regulatory requirements and risks associated with foreign exchange, insurance, credit and debt. The Audit and Finance Committee also oversees risks related to information technology, data privacy and cyber security.
|
•
|
The Compensation Committee considers risks related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements.
|
•
|
The Corporate Governance and Nominating Committee oversees risks associated with our governance policies and practices as well as sustainability.
|
DIRECTOR INDEPENDENCE
|
COMMUNICATION WITH DIRECTORS
|
CODE OF CONDUCT
|
ANTI-HEDGING POLICY AND OTHER RESTRICTIONS
|
COMMITTEES OF THE BOARD
|
|
Audit and Finance Committee
|
|
Compensation Committee
|
|
Corporate Governance and Nominating Committee
|
Carla Cico
|
ü
|
|
ü
|
|
ü
|
Kirk S. Hachigian
|
ü
|
|
ü
|
|
Chair
|
Nicole Parent Haughey
|
ü
|
|
ü
|
|
ü
|
Dean I. Schaffer
|
ü
|
|
Chair
|
|
ü
|
Charles L. Szews
|
|
|
ü
|
|
ü
|
Martin E. Welch III
|
Chair
|
|
ü
|
|
ü
|
Audit and Finance Committee
|
|
Key Functions
|
|
Review annual audited and quarterly financial statements, as well as disclosures under our “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” with management and the independent auditors.
Obtain and review periodic reports, at least annually, from management assessing the effectiveness of our internal controls and procedures for financial reporting.
Oversight of internal audit, including the appointment and replacement of the senior internal auditor.
Review our processes to assure compliance with all applicable laws, regulations and corporate policy.
Oversee risk related to our financial reporting and compliance with legal and regulatory requirements.
Recommend the accounting firm to be proposed for appointment by the shareholders as our independent auditors and review the performance of the independent auditors, including receipt of their annual independence statement.
Review the scope of the audit and the findings and approve the fees of the independent auditors.
Approve in advance permitted audit and non-audit services to be performed by the independent auditors.
Review proposed borrowings and issuances of securities and cash management policies.
Recommend to the Board of Directors the dividends to be paid on our ordinary shares.
Review periodic reports of the investment performance of our employee benefit plans.
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Independence
|
|
|
The Board of Directors has determined that each member of the Audit and Finance Committee is “independent” for purposes of the applicable rules and regulations of the SEC, as defined in the NYSE listing standards and our Corporate Governance Guidelines and has determined that each member of the Audit and Finance Committee meets the qualifications of a financial expert. The Board of Directors has determined that Mr. Welch meets the qualifications of an “audit committee financial expert.”
|
Corporate Governance and Nominating Committee
|
|
Key Functions
|
|
Identify individuals qualified to become directors and recommend the candidates for all directorships.
Recommend individuals for election as officers.
Review our Corporate Governance Guidelines and make recommendations for changes.
Consider questions of independence and possible conflicts of interest of directors and executive officers.
Take a leadership role in shaping our corporate governance.
Oversee our sustainability efforts.
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Independence
|
|
|
The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the NYSE listing standards and our Corporate Governance Guidelines.
|
Name
|
|
Fees earned
or paid
in cash
($)
|
|
Stock Awards
($)(a)
|
|
All Other
Compensation
($)(b)
|
|
Total
($)
|
M. J. Chesser
|
|
140,000
|
|
100,032
|
|
—
|
|
240,032
|
C. Cico
|
|
140,000
|
|
100,032
|
|
1,846
|
|
241,878
|
K. S. Hachigian
|
|
165,000
|
|
100,032
|
|
—
|
|
265,032
|
N. Parent Haughey (c)
|
|
44,511
|
|
—
|
|
—
|
|
44,511
|
D. I. Schaffer
|
|
151,132
|
|
100,032
|
|
—
|
|
251,164
|
M. E. Welch
|
|
155,000
|
|
100,032
|
|
—
|
|
255,032
|
(a)
|
The amount represents the aggregate grant date fair value of the annual grant of RSUs to non-employee directors, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As of December 31, 2017, each non-employee director, other than Mrs. Parent Haughey, held 1,273 RSUs. Mrs. Parent Haughey did not hold any equity awards as of December 31, 2017.
|
(b)
|
The aggregate amount of perquisites and other personal benefits received by each non-employee director in 2017 was less than $10,000.
|
(c)
|
Mrs. Parent Haughey joined the Board on September 7, 2017.
|
Name
|
|
Position
|
D. D. Petratis
|
|
Chairman, President and CEO (“CEO”)
|
P. S. Shannon
|
|
Senior Vice President and CFO (“CFO”)
|
J. N. Braun
|
|
Senior Vice President and General Counsel
|
T. P. Eckersley
|
|
Senior Vice President - Americas
|
L. V. Moretti
|
|
Senior Vice President - EMEIA
|
•
|
Executive Summary
|
•
|
Compensation Philosophy and Design Principles
|
•
|
How We Make Compensation Decisions
|
•
|
Compensation Elements
|
•
|
2017 Compensation Structure Decisions
|
•
|
2017 Incentive Program Designs and Compensation Values for 2017 Performance
|
•
|
2018 Compensation
|
•
|
Other Compensation and Tax Matters
|
EXECUTIVE SUMMARY
|
$2,408m
of Annual Adjusted Revenue
|
|
$354m
Available Cash Flow
|
8% Annual Adjusted Revenue Growth
|
|
Available Cash Flow (“ACF”) increased by 7.4% over the prior year
|
$562m
EBITDA
|
|
$3.72
Adjusted EPS
|
|
64
th
Percentile TSR
|
Adjusted Earnings Before Interest Tax Depreciation and Amortization grew 8.6% over the prior year
|
|
Adjusted Earnings Per Share increased 17% over the prior year
|
|
Total Shareholder Return of 53.3% for the 2015 - 2017 Performance Period
|
NEO
|
|
Base Salary
($)
|
|
Annual Incentive Target Value
($)
|
|
Long-term Incentive Target Value
($)
|
|
Total Target Compensation
($)
|
||||
D. D. Petratis
|
|
950,000
|
|
|
1,045,000
|
|
|
3,350,000
|
|
|
5,345,000
|
|
P. S. Shannon
|
|
505,000
|
|
|
378,750
|
|
|
850,000
|
|
|
1,733,750
|
|
J. N. Braun
|
|
400,000
|
|
|
240,000
|
|
|
450,000
|
|
|
1,090,000
|
|
T. P. Eckersley
|
|
450,000
|
|
|
315,000
|
|
|
550,000
|
|
|
1,315,000
|
|
L. V. Moretti*
|
|
352,066
|
|
|
228,843
|
|
|
300,000
|
|
|
880,909
|
|
*
|
Ms. Moretti is paid in Euros. The U.S. Dollar (“USD”) amounts above are shown as of April 2017 based on the Euro to USD exchange rate at that time.
|
|
|
COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES
|
Create and reinforce our pay-for-performance culture
|
The compensation program should pay for performance. Exceptional performance should result in increased compensation; missing performance goals should result in reduced or no incentive pay.
|
Align the interests of management with our shareholders
|
To better align the interests of management with the interests of shareholders, a significant portion of executive compensation should be equity based, and stock ownership guidelines should be utilized to better ensure a focus on long-term, sustainable growth.
|
Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay
|
Compensation should be competitive with those organizations with which we compete for top talent.
|
Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk
|
Incentive compensation should help drive business strategy. The compensation program should encourage both the desired results and the right behaviors. It should help drive business strategy and strike a balance between short-term and long-term performance, while incorporating risk-mitigating design features to ensure that excessive risk is not encouraged.
|
Integrate with our performance management process of goal setting and formal evaluation
|
Target level goals should be generally aligned with the strategy and the Annual Operating Plan (“AOP”), and be considered stretch yet achievable, as appropriately established, for each year.
|
Compensation Committee Practices
|
||
Independence of Committee members
|
|
Committee members satisfy the NYSE independence standards, are “non-employee directors” under SEC rules and satisfy the requirements of an “outside director” for purposes of the Internal Revenue Code (the “Code”).
|
Independent Compensation Consultant
|
|
The Compensation Committee retains and annually reviews the independence of its compensation consultant.
|
Annual Risk Assessment
|
|
The Compensation Committee annually assesses the materiality and likelihood of our compensation program to ensure that our plans and awards are designed and working in a way to not encourage excessive risk taking.
|
Compensation at Risk
|
|
We grant a high percentage of at-risk compensation. We believe this is essential to creating a pay-for-performance culture.
|
Target Pay at the Median Level
|
|
We generally target total direct compensation opportunities at the competitive market median and allow performance (both operational and shareholder return) to determine actual or realized pay. Actual pay may be above or below the target median based on performance.
|
Mitigate Undue Risk
|
|
We mitigate undue risk in our compensation program by instituting governance policies such as capping potential payments under our incentive plans, instituting clawback provisions, utilizing multiple performance metrics, including absolute and relative metrics, striking a balance between short- and long-term incentives and adopting stock ownership requirements.
|
Stock Ownership Guidelines
|
|
The Compensation Committee has adopted stock ownership guidelines (i) equal to six times base salary for the CEO, (ii) equal to three times base salary for the CFO and (iii) equal to two times base salary for the CEO’s direct reports who are officers. The executive officer must achieve compliance with the guidelines by the fifth anniversary of the officer’s appointment. All executive officers are in compliance with the guidelines.
|
Clawback Policy
|
|
We have the right to seek recoupment of all or part of annual cash incentives or PSUs if there is a restatement of our financial statements for any such year which results from fraud or intentional misconduct committed by an award holder.
|
Anti-Hedging and Pledging Policy
|
|
We prohibit our executive officers from hedging Allegion securities. Pledging is also prohibited unless approved by the Corporate Governance and Nominating Committee.
|
“Double Triggers” in Change in Control Agreements
|
|
The NEOs and other executive officers do not receive change in control benefits unless their employment is terminated without cause (or by the executive for good reason) within a specified period following a change in control.
|
No Tax Gross Ups on Change in Control Benefits
|
|
The NEOs and other executive officers are not entitled to tax gross ups in the event that their change in control benefits are subject to the “golden parachute” excise tax under the Code.
|
HOW WE MAKE COMPENSATION DECISIONS
|
•
|
Are similar to us in terms of certain factors, including one or more of the following: size (i.e., revenue, market capitalization and growth characteristics), industry, lifecycle stage, and global presence; and
|
•
|
Have NEOs whose scope of responsibilities are comparable in terms of breadth and complexity.
|
Acuity Brands
|
Diebold
|
Masco Corp
|
Roper Technologies
|
A.O. Smith
|
Flir Systems
|
Masonite International
|
Simpson Manufacturing
|
Belden
|
Fortune Brands Home & Security
|
NCI Building Systems
|
Steelcase
|
Brady
|
Hubbell
|
Owens Corning
|
USG
|
Carlisle Companies
|
Lennox International
|
Rockwell Automation
|
|
COMPENSATION ELEMENTS
|
|
|
Salary
|
|
AIP
|
|
PSUs
|
|
Options
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
Who Receives
|
|
All NEOs
|
||||||||
|
|
|
|
|
|
|
||||
When Granted / Received
|
|
Reviewed annually
|
|
Annually for prior year performance
|
|
First Quarter Annually
|
||||
|
|
|
|
|
|
|
||||
Form of Delivery
|
|
Cash
|
|
Equity
|
||||||
|
|
|
|
|
||||||
Type of Performance
|
|
Short Term Emphasis
|
|
Long Term Emphasis
|
||||||
|
|
|
|
|
|
|
||||
Performance / Service Period
|
|
Ongoing
|
|
1 Year
|
|
3 Years
|
||||
|
|
|
|
|
|
|
|
|
||
How Payout is Determined
|
|
Compensation Committee Discretion
|
|
Formulaic; Compensation Committee Approves
|
|
Formulaic; Compensation Committee Approves
|
|
Stock Price on Exercise/Vest Date
|
||
|
|
|
|
|
|
|
|
|
||
Most Recent Performance Measure
|
|
N/A
|
|
Mix of Financial and Individual Goals
|
|
EPS & Relative TSR
|
|
Stock Price Appreciation
|
2017 COMPENSATION STRUCTURE DECISIONS
|
*
|
In 2017, Ms. Moretti’s base salary increased 3% from €320,000 to €329,600. The USD amounts above are shown as of April of the applicable year based on the Euro to USD exchange rate on that day. The decrease in salary from 2016 to 2017 is a result of the fluctuation in the exchange rate.
|
NEO
|
|
2016 Target AIP
(% of Base
Salary)
|
|
2017 Target AIP
(% of Base Salary)
|
|
Target AIP
Increase
(%)
|
|
2016 Target
LTI
($)
|
|
2017 Target
LTI
($)
|
|
Target LTI
Increase
($)
|
||||||
D. D. Petratis
|
|
110
|
|
|
110
|
|
|
—
|
|
|
3,000,000
|
|
|
3,350,000
|
|
|
350,000
|
|
P. S. Shannon
|
|
75
|
|
|
75
|
|
|
—
|
|
|
750,000
|
|
|
850,000
|
|
|
100,000
|
|
J. N. Braun
|
|
60
|
|
|
60
|
|
|
—
|
|
|
400,000
|
|
|
450,000
|
|
|
50,000
|
|
T. P. Eckersley
|
|
70
|
|
|
70
|
|
|
—
|
|
|
500,000
|
|
|
550,000
|
|
|
50,000
|
|
L.V. Moretti
|
|
65
|
|
|
65
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
2017 INCENTIVE PROGRAM DESIGNS AND COMPENSATION VALUES FOR 2017 PERFORMANCE
|
Base Salary
|
|
X
|
|
Target Percentage
|
|
X
|
|
Financial Performance Score
|
|
X
|
|
Individual Performance Score
|
|
=
|
|
AIP Award
|
Revenue
|
|
+
|
|
EBITDA
(Corporate)
or
Operating Income (“OI”)
(Regions)
|
|
+
|
|
Available Cash Flow (“ACF”)
(Corporate)
or
Operating Cash Flow (“OCF”)
(Regions)
|
|
=
|
|
Financial
Performance Score
|
(1/3 Weight)
|
|
|
(1/3 Weight)
|
|
|
(1/3 Weight)
|
|
|
|
|
Corporate
|
|
|
||||
|
|
Pre-established Financial Targets (in millions)
|
|
Payout as a % of Target
|
||||
|
|
Revenue
($)
|
|
EBITDA
($)
|
|
ACF
($)
|
|
|
Threshold
|
|
2,247
|
|
521
|
|
316
|
|
50%
|
Target
|
|
2,365
|
|
562
|
|
351
|
|
100%
|
Maximum
|
|
2,436
|
|
630
|
|
404
|
|
200%
|
|
|
Americas
|
|
|
||||
|
|
Pre-established Financial Targets (in millions)
|
|
Payout as a % of Target
|
||||
|
|
Revenue
($)
|
|
OI
($)
|
|
OCF
($)
|
|
|
Threshold
|
|
1,676
|
|
466
|
|
461
|
|
50%
|
Target
|
|
1,764
|
|
503
|
|
495
|
|
100%
|
Maximum
|
|
1,817
|
|
563
|
|
570
|
|
200%
|
|
|
EMEIA
|
|
|
||||
|
|
Pre-established Financial Targets (in millions)
|
|
Payout as a % of Target
|
||||
|
|
Revenue
($)
|
|
OI
($)
|
|
OCF
($)
|
|
|
Threshold
|
|
463
|
|
43
|
|
43
|
|
50%
|
Target
|
|
487
|
|
50
|
|
53
|
|
100%
|
Maximum
|
|
502
|
|
56
|
|
62
|
|
200%
|
|
|
Financial Target Goals
($)
|
|
Adjusted Actual Performance
($)
|
|
Performance as a % of Target Goal
|
|
Financial Performance Score
|
|||
Corporate
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
2,365
|
|
|
2,408
|
|
|
160.3
|
%
|
|
|
EBITDA
|
|
562
|
|
|
562
|
|
|
100.0
|
%
|
|
122.00%
|
ACF
|
|
351
|
|
|
354
|
|
|
105.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||
Americas
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
1,764
|
|
|
1,768
|
|
|
105.8
|
%
|
|
|
OI
|
|
503
|
|
|
507
|
|
|
107.5
|
%
|
|
105.77%
|
OCF
|
|
495
|
|
|
498
|
|
|
104.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||
EMEIA
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
487
|
|
|
524
|
|
|
200.0
|
%
|
|
|
OI
|
|
50
|
|
|
50
|
|
|
98.6
|
%
|
|
99.52%
|
OCF
|
|
53
|
|
|
41
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
NEO
|
|
Individual
Performance Score
|
D. D. Petratis
|
130%
|
|
P. S. Shannon
|
130%
|
|
J. N. Braun
|
110%
|
|
T. P. Eckersley
|
115%
|
|
L.V. Moretti
|
130%
|
D. D. Petratis
|
•
Achieved industry leading organic growth
•
Delivered electronics growth above market globally
•
Demonstrated leadership in safety and loss control results
•
Fostered a culture of engagement and transparency with shareholders, customers and employees
|
P. S. Shannon
|
•
Executed capital structure strategy, including achieving investment grade rating
•
Evaluated strategic M&A opportunities in support of growth strategies
•
Executed comprehensive tax strategy amid global uncertainty
•
Strengthened talent base through the development of employees, new assignments and promotions
|
J. N. Braun
|
•
Advised on all current and future business strategies, including all major capital deployment decisions
•
Managed and mitigated Allegion’s legal exposure globally
•
Improved protection of intellectual property portfolio
|
T. P. Eckersley
|
•
Delivered leading organic growth in the Americas Region
•
Achieved increased operating results
•
Delivered significant electronics growth
•
Updated go-to-market strategy with increased focus on customer experience
|
L. V. Moretti
|
•
Achieved EMEIA operating income goal
•
Delivered significant electronics growth
•
Exceeded organic growth and profitability objectives
•
Evaluation of strategic M&A opportunities and strong performance from previously acquired companies
|
NEO
|
|
Target AIP Amount
(A)($)
|
|
Financial Performance Score
(B) (1)
|
|
AIP Earned from Financial Performance
(C)=(A)x(B)($)
|
|
Individual Performance Score
(D)
|
|
2017 AIP Award
(E)=(C)x(D)($)
|
||||
D. D. Petratis
|
|
1,045,000
|
|
|
122.00
|
%
|
|
1,274,900
|
|
|
130%
|
|
1,657,371
|
|
P. S. Shannon
|
|
378,750
|
|
|
122.00
|
%
|
|
462,075
|
|
|
130%
|
|
600,698
|
|
J. N. Braun
|
|
240,000
|
|
|
122.00
|
%
|
|
292,800
|
|
|
110%
|
|
322,080
|
|
T. P. Eckersley
|
|
315,000
|
|
|
113.07
|
%
|
|
356,171
|
|
|
115%
|
|
409,596
|
|
L. V. Moretti (2)
|
|
265,146
|
|
|
109.64
|
%
|
|
290,706
|
|
|
130%
|
|
377,917
|
|
(1)
|
The Financial Performance Score for Mr. Eckersley and Ms. Moretti represent a weighted combination of the corporate score (45%) and the applicable regional score (55%).
|
(2)
|
The amounts for Ms. Moretti are based on the Euro to USD exchange rate in February 2018.
|
EPS Performance**
|
|
% of Target PSUs Earned *
|
|
Below Threshold
|
|
No award earned
|
|
Threshold
|
|
25
|
%
|
Target
|
|
100
|
%
|
Maximum
|
|
200
|
%
|
TSR Performance Relative to
S&P 400 Capital Goods Index
|
|
% of Target PSUs Earned *
|
|
< 25
th
Percentile
|
|
No award earned
|
|
25
th
Percentile
|
|
50
|
%
|
50
th
Percentile
|
|
100
|
%
|
>= 75
th
Percentile
|
|
200
|
%
|
|
|
|
*
|
Results are interpolated between percentiles achieved. The Compensation Committee retains the authority and discretion to make downward adjustments to the calculated PSU award payouts regardless of actual performance.
|
**
|
EPS is calculated in accordance with GAAP, subject to adjustment by the Compensation Committee based on pre-approved categories.
|
NEO
|
|
Target
2017-2019
PSU Award
($)
|
|
Target
2017-2019
PSU Award
(#)
|
|
Stock
Option Award
($)
|
|
Stock
Option Award
(#)
|
|
RSU
Award
($)
|
|
RSU
Award
(#)
|
||||||
D. D. Petratis
|
|
1,939,183
|
|
|
23,318
|
|
|
837,501
|
|
|
45,966
|
|
|
837,524
|
|
|
11,659
|
|
P. S. Shannon
|
|
492,073
|
|
|
5,917
|
|
|
212,518
|
|
|
11,664
|
|
|
212,560
|
|
|
2,959
|
|
J. N. Braun
|
|
260,548
|
|
|
3,133
|
|
|
112,509
|
|
|
6,175
|
|
|
112,565
|
|
|
1,567
|
|
T. P. Eckersley
|
|
318,429
|
|
|
3,829
|
|
|
137,506
|
|
|
7,547
|
|
|
137,564
|
|
|
1,915
|
|
L.V. Moretti
|
|
173,726
|
|
|
2,089
|
|
|
75,012
|
|
|
4,117
|
|
|
75,068
|
|
|
1,045
|
|
Performance Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
% of Target Earned
|
EPS*
|
|
$2.85
|
|
$3.14
|
|
$3.50
|
|
$3.72
|
|
200
|
TSR
|
|
25
th
percentile
|
|
50
th
percentile
|
|
>= 75
th
percentile
|
|
64
th
percentile (53.3% TSR)
|
|
156
|
*
|
EPS was adjusted to eliminate the impact of (i) mergers and acquisitions activity, (ii) accounting changes, (iii) an impairment charge related to a divestiture, and (iv) restructuring.
|
NEO
|
|
Target PSUs Awarded
(#)
|
|
PSUs Earned
(#)
|
||
D. D. Petratis
|
|
25,930
|
|
|
46,156
|
|
P. S. Shannon
|
|
6,483
|
|
|
11,540
|
|
J.N. Braun
|
|
2,593
|
|
|
4,616
|
|
T. P. Eckersley
|
|
4,322
|
|
|
7,694
|
|
L.V. Moretti
|
|
2,593
|
|
|
4,616
|
|
2018 COMPENSATION
|
NEO
|
|
2018 Base Salary
($)
|
|
2018 Target Annual Incentive
(as a % of Base Salary)
|
|
2018 Target
Annual LTI
($)
|
||
D. D. Petratis
|
|
950,000
|
|
|
120
|
|
3,650,000
|
|
P. S. Shannon
|
|
530,250
|
|
|
75
|
|
1,000,000
|
|
J. N. Braun
|
|
420,000
|
|
|
60
|
|
525,000
|
|
T. P. Eckersley
|
|
463,500
|
|
|
70
|
|
600,000
|
|
L. V. Moretti*
|
|
407,916
|
|
|
65
|
|
400,000
|
|
*
|
Ms. Moretti is paid in Euros. The USD amounts above are shown as of February 2018 based on the Euro to USD exchange rate at that time.
|
OTHER COMPENSATION AND TAX MATTERS
|
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)(a)
|
|
Bonus
($)
|
|
Stock
Awards
($)(b)
|
|
Option
Awards
($)(c)
|
|
Non-
Equity
Incentive
Plan
Compensation
($)(d)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(e)
|
|
All
Other
Compensation
($)(f)
|
|
Total
($) |
||||||||
D. D. Petratis
|
|
2017
|
|
950,000
|
|
|
—
|
|
|
2,776,707
|
|
|
837,501
|
|
|
1,657,371
|
|
|
1,244,129
|
|
|
308,895
|
|
|
7,774,603
|
|
Chairman, President and Chief Executive Officer
|
|
2016
|
|
950,000
|
|
|
—
|
|
|
2,331,625
|
|
|
750,004
|
|
|
1,845,116
|
|
|
874,915
|
|
|
377,832
|
|
|
7,129,492
|
|
|
2015
|
|
938,462
|
|
|
—
|
|
|
2,514,691
|
|
|
750,012
|
|
|
1,875,880
|
|
|
891,188
|
|
|
475,236
|
|
|
7,445,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
P. S. Shannon
|
|
2017
|
|
493,760
|
|
|
—
|
|
|
704,632
|
|
|
212,518
|
|
|
600,698
|
|
|
959,824
|
|
|
105,508
|
|
|
3,076,940
|
|
Senior Vice President and Chief Financial Officer
|
|
2016
|
|
463,250
|
|
|
—
|
|
|
582,981
|
|
|
187,513
|
|
|
613,456
|
|
|
795,478
|
|
|
75,172
|
|
|
2,717,850
|
|
|
2015
|
|
454,423
|
|
|
—
|
|
|
628,750
|
|
|
187,508
|
|
|
562,033
|
|
|
874,547
|
|
|
113,640
|
|
|
2,820,901
|
|
|
J. N. Braun
|
|
2017
|
|
395,746
|
|
|
—
|
|
|
373,114
|
|
|
112,509
|
|
|
322,080
|
|
|
—
|
|
|
76,645
|
|
|
1,280,094
|
|
Senior Vice President and General Counsel
|
|
2016
|
|
372,500
|
|
|
—
|
|
|
310,944
|
|
|
100,013
|
|
|
391,365
|
|
|
—
|
|
|
58,868
|
|
|
1,233,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
T. P. Eckersley
|
|
2017
|
|
441,923
|
|
|
—
|
|
|
455,993
|
|
|
137,506
|
|
|
409,596
|
|
|
373,147
|
|
|
84,288
|
|
|
1,902,453
|
|
Senior Vice President - Americas
|
|
2016
|
|
420,000
|
|
|
—
|
|
|
1,388,687
|
|
|
125,009
|
|
|
508,288
|
|
|
297,253
|
|
|
75,600
|
|
|
2,814,837
|
|
|
2015
|
|
420,000
|
|
|
—
|
|
|
419,148
|
|
|
125,017
|
|
|
439,402
|
|
|
273,810
|
|
|
93,006
|
|
|
1,770,383
|
|
|
L. V. Moretti (g)
|
|
2017
|
|
374,586
|
|
|
—
|
|
|
248,794
|
|
|
75,012
|
|
|
377,917
|
|
|
—
|
|
|
444,945
|
|
|
1,521,254
|
|
Senior Vice President - EMEIA
|
|
2016
|
|
352,957
|
|
|
—
|
|
|
233,191
|
|
|
75,002
|
|
|
273,634
|
|
|
—
|
|
|
532,864
|
|
|
1,467,648
|
|
|
2015
|
|
352,864
|
|
|
109,400
|
|
|
765,050
|
|
|
75,007
|
|
|
252,203
|
|
|
—
|
|
|
157,637
|
|
|
1,712,161
|
|
(a)
|
A portion of a participant’s annual salary may be deferred into a number of investment options under our EDCP. In 2017, no NEO deferred any salary.
|
(b)
|
The amounts shown in this column reflect the aggregate grant date fair value of PSU awards and any RSU awards granted for the year under ASC Topic 718 and do not reflect amounts paid to or realized by the NEOs. In determining the aggregate grant date fair value of the PSU awards, the awards are valued assuming target level performance achievement. If the maximum level performance achievement is assumed, the aggregate grant date fair value of the PSU awards granted in 2017 would be as follows:
|
Name
|
|
Maximum Grant Date Value
of
PSU Awards
($) |
|
D. D. Petratis
|
|
3,878,366
|
|
P. S. Shannon
|
|
984,146
|
|
J. N. Braun
|
|
521,096
|
|
T. P. Eckersley
|
|
636,858
|
|
L. V. Moretti
|
|
347,452
|
|
(c)
|
The amounts in this column reflect the aggregate grant date fair value of stock option grants for financial reporting purposes for the year under ASC 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values, see Note 14, “Share-Based Compensation,” to our consolidated financial statements contained in the 2017 Form 10-K.
|
(d)
|
This column reflects the amounts earned as annual awards under our AIP program. Unless deferred into the EDCP, AIP awards are paid in cash. Amounts shown in this column are not reduced to reflect deferrals of AIP awards into the EDCP. No NEOs elected to defer AIP awards in 2017.
|
(e)
|
Amounts reported in this column reflect the aggregate increase in the actuarial present value of the benefits under the qualified Pension Plan (the “Pension Plan”), Supplemental Pension Plan, KMP and EOSP, as applicable. The increase in pension benefits value is attributable to the additional year of service and age, the annual AIP award and any annual salary increase and any changes in the interest rates used to value the benefits. The plans do not permit above-market or preferential earnings on any nonqualified deferred compensation.
|
(f)
|
The following table summarizes the components of this column for 2017:
|
Name
|
|
Company Matching Contributions
($)(1)
|
|
Tax Equalization ($)(2)
|
|
Tax
Assistance
($)(2)
|
|
Other
Benefits
($)(3)
|
|
Total
($)
|
|||||
D. D. Petratis
|
|
157,236
|
|
|
—
|
|
|
—
|
|
|
151,659
|
|
|
308,895
|
|
P. S. Shannon
|
|
77,878
|
|
|
—
|
|
|
—
|
|
|
27,630
|
|
|
105,508
|
|
J. N. Braun
|
|
64,200
|
|
|
—
|
|
|
—
|
|
|
12,445
|
|
|
76,645
|
|
T. P. Eckersley
|
|
56,228
|
|
|
—
|
|
|
—
|
|
|
28,060
|
|
|
84,288
|
|
L. V. Moretti
|
|
7,199
|
|
|
167,009
|
|
|
257,182
|
|
|
13,555
|
|
|
444,945
|
|
(1)
|
Represents matching contributions under our ESP and Supplemental ESP plans for Messrs. Petratis, Shannon, Braun and Eckersley, and contributions under the Italian Providential fund for Ms. Moretti.
|
(2)
|
Represents tax equalization provided to Ms. Moretti to mitigate the impact of being required to live in a high tax jurisdiction and the tax assistance provided by the Company for the additional tax owed as a result of the income imputed from the tax equalization payment for 2016 and 2017.
|
(3)
|
The other benefits the NEOs received in 2017 are:
|
Name
|
|
Aircraft Use
($)(i)
|
|
Other
($)(ii)
|
|
Total
($)
|
|||
D. D. Petratis
|
|
124,179
|
|
|
27,480
|
|
|
151,659
|
|
P. S. Shannon
|
|
—
|
|
|
27,630
|
|
|
27,630
|
|
J. N. Braun
|
|
—
|
|
|
12,445
|
|
|
12,445
|
|
T. P. Eckersley
|
|
—
|
|
|
28,060
|
|
|
28,060
|
|
L. V. Moretti
|
|
—
|
|
|
13,555
|
|
|
13,555
|
|
(i)
|
Represents the actual cost of the hired aircraft.
|
(ii)
|
Represents (a) the incremental cost of the leased cars, calculated based on the lease, insurance, fuel and maintenance costs for all NEOs; (b) financial counseling services; and (c) executive health program.
|
(g)
|
Cash amounts for Ms. Moretti were paid in Euros. For reporting purposes, these amounts have been converted from Euro to United States dollars in this table and throughout this Proxy Statement. Where amounts are reported as a point in time, Euros were converted to United States dollars using the closing currency exchange rate as of December 31, 2017. Where payments were made throughout the year, Euros were converted to United States dollars using the closing currency exchange rate as of the last day of the month in which the cash compensation was received or deemed to have been received.
|
2017 GRANTS OF PLAN-BASED AWARDS
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts
Under Non-Equity
Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)(c)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)(c)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
(d)
|
|
Closing Stock Price on Grant Date
($/Sh)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(e)
|
|||||||||||||||||||
Threshold
($)(a)
|
|
Target
($)(a)
|
|
Maximum
($)(a)
|
|
Threshold
(#)(b)
|
|
Target
(#)(b)
|
|
Maximum
(#)(b)
|
|
||||||||||||||||||||||||
D. D. Petratis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
|
|
2/8/2017
|
|
522,500
|
|
|
1,045,000
|
|
|
2,090,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs (2017-19)
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,744
|
|
|
23,318
|
|
|
46,636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,939,183
|
|
Options
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,966
|
|
|
71.84
|
|
|
71.45
|
|
|
837,501
|
|
RSUs
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
837,524
|
|
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
|
|
2/8/2017
|
|
189,375
|
|
|
378,750
|
|
|
757,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs (2017-19)
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,219
|
|
|
5,917
|
|
|
11,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492,073
|
|
Options
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,664
|
|
|
71.84
|
|
|
71.45
|
|
|
212,518
|
|
RSUs
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212,560
|
|
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
|
|
2/8/2017
|
|
120,000
|
|
|
240,000
|
|
|
480,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs (2017-19)
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,175
|
|
|
3,133
|
|
|
6,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,548
|
|
Options
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,175
|
|
|
71.84
|
|
|
71.45
|
|
|
112,509
|
|
RSUs
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,565
|
|
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
|
|
2/8/2017
|
|
157,500
|
|
|
315,000
|
|
|
630,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs (2017-19)
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,436
|
|
|
3,829
|
|
|
7,658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318,429
|
|
Options
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,547
|
|
|
71.84
|
|
|
71.45
|
|
|
137,506
|
|
RSUs
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,564
|
|
L. V. Moretti
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
|
|
2/8/2017
|
|
114,558
|
|
|
229,117
|
|
|
458,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs (2017-19)
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|
2,089
|
|
|
4,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,726
|
|
Options
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,117
|
|
|
71.84
|
|
|
71.45
|
|
|
75,012
|
|
RSUs
|
|
2/13/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,068
|
|
(a)
|
The target award levels for the AIP program were established by the Compensation Committee in February 2017. Refer to Compensation Discussion and Analysis under the heading “Annual Incentive Program” for a description of the Compensation Committee’s process for establishing AIP program award levels. The amounts reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for awards under the AIP program. The amounts shown in the threshold, target and maximum columns reflect the range of potential payouts when the target award levels were established in February 2017 for the 2017 performance period. The AIP pays $0 for performance below threshold. The actual amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
|
(b)
|
The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for PSU awards for the 2017-2019 performance period. PSUs are granted under the 2013 Stock Plan. The PSUs pay $0 for performance below threshold. For a description of the Compensation Committee’s process for establishing PSU target award levels and the terms of PSU awards, please refer to Compensation Discussion and Analysis under the heading “Long-Term Incentive Program” and the “Post-Employment Benefits” section below.
|
(c)
|
The amounts in these columns reflect the stock option and RSU awards granted in February 2017 under the 2013 Stock Plan. For a description of the Compensation Committee’s process for determining stock option and RSU awards and the terms of such awards, see Compensation Discussion and Analysis under the heading “Long-Term Incentive Program” and the “Post-Employment Benefits” section below.
|
(d)
|
The 2013 Stock Plan requires stock options to be granted at an exercise price equal to the fair market value of our ordinary shares on the date of grant. The fair market value is defined as the average of the high and low price of our ordinary shares listed on the NYSE on the grant date.
|
(e)
|
The grant date fair value of the equity awards granted in 2017 was calculated in accordance with ASC 718. We caution that the actual amount ultimately realized by each NEO from the stock option awards will likely vary based on a number of factors, including stock price fluctuations, differences from the valuation assumptions used and timing of exercise or applicable vesting. For a description of the assumptions made in valuing the equity awards see Note 14, “Share-Based Compensation” to our consolidated financial statements contained in its 2017 Form 10-K. For PSUs, the grant date fair value has been determined based on achievement of target level performance.
|
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017
|
Name
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(a)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(a)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
(b)
|
|
Number of Shares or Units of Stock that have Not Vested
(#)(c)
|
|
Market Value of Shares or Units of Stock that have Not Vested
($)(d)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested
(#)(e)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested
($)(d)
|
|||||||||
D. Petratis
|
|
2/13/2017
|
|
—
|
|
|
45,966
|
|
|
71.8350
|
|
|
2/13/2027
|
|
|
11,659
|
|
|
927,590
|
|
|
23,318
|
|
|
1,855,180
|
|
|
|
2/16/2016
|
|
15,763
|
|
|
31,526
|
|
|
57.8500
|
|
2/16/2026
|
|
|
8,644
|
|
|
687,717
|
|
|
25,930
|
|
|
2,062,991
|
|
|
|
|
2/20/2015
|
|
27,964
|
|
|
13,983
|
|
|
57.8500
|
|
2/20/2025
|
|
|
4,322
|
|
|
343,858
|
|
|
—
|
|
|
—
|
|
|
|
|
3/11/2014
|
|
38,344
|
|
|
—
|
|
|
54.1250
|
|
|
3/11/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/13/2013
|
|
43,243
|
|
|
—
|
|
|
43.3600
|
|
12/13/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
P. Shannon
|
|
2/13/2017
|
|
—
|
|
|
11,664
|
|
|
71.8350
|
|
|
2/13/2027
|
|
|
2,959
|
|
|
235,418
|
|
|
5,917
|
|
|
470,757
|
|
|
|
2/16/2016
|
|
3,941
|
|
|
7,882
|
|
|
57.8500
|
|
|
2/16/2026
|
|
|
2,162
|
|
|
172,009
|
|
|
6,483
|
|
|
515,787
|
|
|
|
2/20/2015
|
|
6,991
|
|
|
3,496
|
|
|
57.8500
|
|
|
2/20/2025
|
|
|
1,081
|
|
|
86,004
|
|
|
—
|
|
|
—
|
|
|
|
3/11/2014
|
|
9,586
|
|
|
—
|
|
|
54.1250
|
|
|
3/11/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/13/2013
|
|
20,421
|
|
|
—
|
|
|
43.3600
|
|
|
12/13/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/22/2013
|
|
11,832
|
|
|
—
|
|
|
32.3319
|
|
|
2/21/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/24/2012
|
|
919
|
|
|
—
|
|
|
25.0472
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/24/2012
|
|
8,970
|
|
|
—
|
|
|
25.0173
|
|
|
2/23/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/14/2011
|
|
1,559
|
|
|
—
|
|
|
29.1159
|
|
|
2/13/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/14/2011
|
|
3,806
|
|
|
—
|
|
|
29.0956
|
|
|
2/13/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/16/2010
|
|
2,835
|
|
|
—
|
|
|
19.4574
|
|
|
2/15/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
J. N. Braun
|
|
2/13/2017
|
|
—
|
|
|
6,175
|
|
|
71.8350
|
|
|
2/13/2017
|
|
|
1,567
|
|
|
124,671
|
|
|
3,133
|
|
|
249,261
|
|
|
|
2/16/2016
|
|
—
|
|
|
4,204
|
|
|
57.8500
|
|
|
2/16/2026
|
|
|
1,153
|
|
|
91,733
|
|
|
3,458
|
|
|
275,118
|
|
|
|
2/20/2015
|
|
—
|
|
|
1,339
|
|
|
57.8500
|
|
|
2/20/2025
|
|
|
433
|
|
|
34,449
|
|
|
—
|
|
|
—
|
|
T. P. Eckersley
|
|
2/13/2017
|
|
—
|
|
|
7,547
|
|
|
71.8350
|
|
|
2/13/2027
|
|
|
1,915
|
|
|
152,357
|
|
|
3,829
|
|
|
304,635
|
|
|
|
2/16/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,287
|
|
|
1,375,354
|
|
|
—
|
|
|
—
|
|
|
|
2/16/2016
|
|
2,627
|
|
|
5,255
|
|
|
57.8500
|
|
|
2/16/2026
|
|
|
1,441
|
|
|
114,646
|
|
|
4,322
|
|
|
343,858
|
|
|
|
2/20/2015
|
|
4,661
|
|
|
2,331
|
|
|
57.8500
|
|
|
2/20/2025
|
|
|
721
|
|
|
57,363
|
|
|
—
|
|
|
—
|
|
|
|
3/11/2014
|
|
6,391
|
|
|
—
|
|
|
54.1250
|
|
|
3/11/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/13/2013
|
|
19,643
|
|
|
—
|
|
|
43.3600
|
|
|
12/13/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/22/2013
|
|
12,364
|
|
|
—
|
|
|
32.3319
|
|
|
2/21/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
L. V. Moretti
|
|
2/13/2017
|
|
—
|
|
|
4,117
|
|
|
71.8350
|
|
|
2/13/2027
|
|
|
1,045
|
|
|
83,140
|
|
|
2,089
|
|
|
166,201
|
|
|
|
2/16/2016
|
|
1,576
|
|
|
3,153
|
|
|
57.8500
|
|
|
2/16/2026
|
|
|
865
|
|
|
68,819
|
|
|
2,593
|
|
|
206,299
|
|
|
|
2/20/2015
|
|
2,796
|
|
|
1,399
|
|
|
57.8500
|
|
|
2/20/2025
|
|
|
433
|
|
|
34,449
|
|
|
—
|
|
|
—
|
|
|
|
4/8/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,103
|
|
|
485,555
|
|
|
—
|
|
|
—
|
|
|
|
4/8/2014
|
|
3,520
|
|
|
—
|
|
|
51.2950
|
|
|
4/8/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
These columns represent stock option awards. These awards become exercisable in three equal installments beginning on the first anniversary after the date of grant, subject to continued employment or retirement.
|
(b)
|
Stock option awards granted prior to December 1, 2013 expire on the tenth anniversary (less one day) of the grant date. Stock option awards granted following December 1, 2013 expire on the tenth anniversary of the grant date.
|
(c)
|
This column represents unvested RSUs. Except as described in the following sentence, RSUs become exercisable in three equal installments beginning on the first anniversary after the date of grant, subject to continued employment or retirement. Ms. Moretti’s grant dated April 8, 2015 vests 100% of the third anniversary of the grant date and Mr. Eckersley’s grant of 17,287 RSUs on February 16, 2016 vests 50% on December 31, 2018 and 50% on December 31, 2020.
|
(d)
|
The market value was computed based on $79.56, the closing market price of our ordinary shares on the NYSE at December 29, 2017.
|
(e)
|
This column represents unvested and unearned PSUs. PSUs generally vest upon the completion of a three-year performance period. The receipt of the shares subject to the award is subject to achievement of the performance goals as certified by the Compensation Committee, and continued employment. The outstanding PSUs are reflected at the target level because we currently believe that is the probable outcome of the performance conditions.
|
2017 OPTION EXERCISES AND STOCK VESTED
|
Name
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||
Number of Shares
Acquired on Exercise
(#)
|
|
Value
Realized on
Exercise
($)
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value
Realized on
Vesting
($)
|
||||||||||
D. D. Petratis
|
|
—
|
|
|
—
|
|
|
84,258
|
|
|
5,615,485
|
|
||||
P. S. Shannon
|
|
—
|
|
|
—
|
|
|
24,526
|
|
|
1,630,275
|
|
||||
J. N. Braun
|
|
7,455
|
|
|
170,632
|
|
|
1,316
|
|
|
96,195
|
|
||||
T. P. Eckersley
|
|
16,611
|
|
|
780,684
|
|
|
13,901
|
|
|
926,624
|
|
||||
L. V. Moretti
|
|
—
|
|
|
—
|
|
|
6,680
|
|
|
445,552
|
|
2017 PENSION BENEFITS
|
Name
|
|
Plan
Name
|
|
Number of Years
Credited Service
(#)(a)
|
|
Present Value of
Accumulated
Benefit
($)(b)
|
|
Payments
During
Last Fiscal
Year
($)
|
||||
D. D. Petratis
|
|
EOSP
|
|
4.42
|
|
|
|
3,625,006
|
|
|
|
—
|
P. S. Shannon
|
|
Qualified Pension Plan
|
|
15.67
|
|
|
|
227,111
|
|
|
|
—
|
|
|
Supplemental Pension Plan
|
|
15.67
|
|
|
|
519,071
|
|
|
|
—
|
|
|
EOSP
|
|
16.00
|
|
|
|
3,966,853
|
|
|
|
—
|
J. N. Braun (c)
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
T. P. Eckersley
|
|
Qualified Pension Plan
|
|
10.17
|
|
|
|
144,345
|
|
|
|
—
|
|
|
Supplemental Pension Plan
|
|
10.17
|
|
|
|
323,917
|
|
|
|
—
|
|
|
KMP
|
|
10.17
|
|
|
|
1,386,343
|
|
|
|
—
|
L. V. Moretti (c)
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
(a)
|
Under the EOSP or the KMP, for officers covered prior to May 19, 2009 by Ingersoll Rand, a full year of service is credited for any year in which they work at least one day. In the Pension Plan, the Supplemental Pension Plan, the EOSP and the KMP for officers first covered on or after May 19, 2009 by Ingersoll Rand, the number of years of credited service is based on elapsed time (i.e., credit is given for each month in which a participant works at least one day).
|
(b)
|
The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the value of the benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2017, consistent with the assumptions described in Note 11, “Pensions and Postretirement Benefits Other than Pensions,” to our consolidated financial statements contained in the 2017 Form 10-K.
|
(c)
|
Mr. Braun and Ms. Moretti do not participate in any Company defined benefit plan.
|
2017 NONQUALIFIED DEFERRED COMPENSATION
|
Name
|
|
Executive
Contributions
in Last Fiscal
Year
($)(a)
|
|
Registrant
Contributions
in Last Fiscal
Year
($)(b)
|
|
Aggregate
Earnings in
Last Fiscal
Year
($)(c)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last Fiscal
Year End
($)(e)
|
|||||
D. D. Petratis
|
|
|
|
|
|
|
|
|
|
|
|||||
EDCP
|
|
922,558
|
|
|
—
|
|
|
100,710
|
|
|
—
|
|
|
1,023,268
|
|
Supplemental ESP
|
|
—
|
|
|
128,205
|
|
|
88,980
|
|
|
—
|
|
|
772,163
|
|
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
EDCP
|
|
—
|
|
|
—
|
|
|
514,340
|
|
|
—
|
|
|
2,549,521
|
|
Supplemental ESP
|
|
—
|
|
|
61,678
|
|
|
107,831
|
|
|
—
|
|
|
806,553
|
|
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
|||||
Supplemental ESP
|
|
—
|
|
|
42,600
|
|
|
11,938
|
|
|
—
|
|
|
108,398
|
|
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
EDCP
|
|
308,660
|
|
|
—
|
|
|
306,023
|
|
|
184,286
|
|
|
1,624,917
|
|
Supplemental ESP
|
|
—
|
|
|
40,813
|
|
|
24,130
|
|
|
—
|
|
|
513,238
|
|
L. V. Moretti (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
The annual deferrals (salary and AIP awards) are all reflected in the Salary column, the Non-Equity Incentive Plan column and the Stock Awards column, respectively of the Summary Compensation Table.
|
(b)
|
The amounts in this column are included in the All Other Compensation column of the Summary Compensation Table.
|
(c)
|
This column represents gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. The earnings or losses reported in this column are not included in the Summary Compensation Table.
|
(d)
|
Ms Moretti does not participate in any Company non-qualified deferred compensation plan.
|
(e)
|
This column includes the following amounts reported in the Summary Compensation Table in the current and prior years.
|
Name
|
|
EDCP
|
|
Supplemental ESP
|
||
D. D. Petratis
|
|
922,558
|
|
|
626,572
|
|
P. S. Shannon
|
|
—
|
|
|
203,110
|
|
J. N. Braun
|
|
—
|
|
|
68,702
|
|
T. P. Eckersley
|
|
1,122,594
|
|
|
189,871
|
|
L. V. Moretti
|
|
—
|
|
|
—
|
|
POST-EMPLOYMENT BENEFITS
|
•
|
death or disability, RSUs and stock options shall immediately vest and the stock options remain exercisable for a period of three years or the original expiration date, whichever is earlier;
|
•
|
retirement, RSUs (other than Mr. Eckersley’s special grant in 2016) and stock options shall continue to vest in accordance with their original vesting schedule and the stock options remain exercisable for a period of five years;
|
•
|
group termination, RSUs and stock options immediately vest in the portion of the awards that would have vested within twelve months of termination and all vested stock options remain exercisable for a period of three years following termination or the original expiration date, whichever is earlier;
|
•
|
retirement, group termination or job elimination, PSUs vest pro-rata based on the time worked during the performance period and the achievement of performance goals through the end of the performance period; and
|
•
|
death or disability, PSUs vest pro-rata based on target level performance during the performance period.
|
•
|
any accrued but unpaid base salary;
|
•
|
an amount equal to the NEO’s target annual bonus for the year in which the termination occurred, pro-rated for the months of service and based on the Company’s actual performance for the year; and
|
•
|
a lump sum severance payment equal to the three times (CEO) or two times (other NEOs) the sum of:
|
▪
|
the NEO’s annual salary in effect on the termination date, or, if higher, the annual salary in effect immediately prior to the event that constitutes “good reason”; and
|
▪
|
the NEO’s target annual incentive award for the year of termination.
|
POST-EMPLOYMENT BENEFITS TABLE
|
|
|
Retirement
($)
|
|
Involuntary
without
Cause
($)
|
|
Change in
Control
($)
|
|
Disability
($)
|
|
Death
($)
|
|||||
D. D. Petratis
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
|
3,990,000
|
|
|
5,985,000
|
|
|
—
|
|
|
—
|
|
2017 Earned but Unpaid AIP Award(s) (b)
|
|
—
|
|
|
1,657,371
|
|
|
1,657,371
|
|
|
1,657,371
|
|
|
1,657,371
|
|
PSU Award Payout (c)
|
|
—
|
|
|
1,995,351
|
|
|
1,995,351
|
|
|
1,995,351
|
|
|
1,995,351
|
|
Value of Unvested Equity Awards (d)
|
|
—
|
|
|
—
|
|
|
3,301,672
|
|
|
3,301,672
|
|
|
3,301,672
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement (f)
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Health Benefits (g)
|
|
—
|
|
|
—
|
|
|
31,636
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
7,642,722
|
|
|
12,996,030
|
|
|
6,954,394
|
|
|
6,954,394
|
|
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
|
883,750
|
|
|
1,767,500
|
|
|
—
|
|
|
—
|
|
2017 Earned but Unpaid AIP Award(s) (b)
|
|
600,698
|
|
|
600,698
|
|
|
600,698
|
|
|
600,698
|
|
|
600,698
|
|
PSU Award Payout (c)
|
|
501,189
|
|
|
501,189
|
|
|
501,189
|
|
|
501,189
|
|
|
501,189
|
|
Value of Unvested Equity Awards (d)
|
|
830,406
|
|
|
830,406
|
|
|
830,406
|
|
|
830,406
|
|
|
830,406
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
|
—
|
|
|
999,573
|
|
|
—
|
|
|
—
|
|
Outplacement (f)
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Health Benefits (g)
|
|
—
|
|
|
—
|
|
|
25,730
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,932,293
|
|
|
2,816,043
|
|
|
4,750,096
|
|
|
1,932,293
|
|
|
1,932,293
|
|
|
|
Retirement
($)
|
|
Involuntary
without
Cause
($)
|
|
Change in
Control
($)
|
|
Disability
($)
|
|
Death
($)
|
|||||
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
|
—
|
|
|
1,280,000
|
|
|
—
|
|
|
—
|
|
2017 Earned but Unpaid AIP Award(s) (b)
|
|
—
|
|
|
322,080
|
|
|
322,080
|
|
|
322,080
|
|
|
322,080
|
|
PSU Award Payout (c)
|
|
—
|
|
|
266,718
|
|
|
266,718
|
|
|
266,718
|
|
|
266,718
|
|
Value of Unvested Equity Awards (d)
|
|
—
|
|
|
—
|
|
|
420,121
|
|
|
420,121
|
|
|
420,121
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement (f)
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Health Benefits (g)
|
|
—
|
|
|
—
|
|
|
25,730
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
588,798
|
|
|
2,339,649
|
|
|
1,008,919
|
|
|
1,008,919
|
|
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
|
—
|
|
|
1,530,000
|
|
|
—
|
|
|
—
|
|
2017 Earned but Unpaid AIP Award(s) (b)
|
|
409,596
|
|
|
409,596
|
|
|
409,596
|
|
|
409,596
|
|
|
409,596
|
|
PSU Award Payout (c)
|
|
331,053
|
|
|
331,053
|
|
|
331,053
|
|
|
331,053
|
|
|
331,053
|
|
Value of Unvested Equity Awards (d)
|
|
547,263
|
|
|
547,263
|
|
|
1,922,530
|
|
|
1,922,530
|
|
|
1,922,530
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement (f)
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Health Benefits (g)
|
|
—
|
|
|
—
|
|
|
25,730
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,287,912
|
|
|
1,287,912
|
|
|
4,243,909
|
|
|
2,663,179
|
|
|
2,663,179
|
|
L. V. Moretti
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
|
—
|
|
|
1,160,555
|
|
|
—
|
|
|
—
|
|
2017 Earned but Unpaid AIP Award(s) (b)
|
|
—
|
|
|
377,917
|
|
|
377,917
|
|
|
377,917
|
|
|
377,917
|
|
PSU Award Payout (c)
|
|
—
|
|
|
193,085
|
|
|
193,085
|
|
|
193,085
|
|
|
193,085
|
|
Value of Unvested Equity Awards (d)
|
|
—
|
|
|
—
|
|
|
802,506
|
|
|
802,506
|
|
|
802,506
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement (f)
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Health Benefits (g)
|
|
—
|
|
|
—
|
|
|
14,398
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
571,002
|
|
|
2,573,461
|
|
|
1,373,508
|
|
|
1,373,508
|
|
(a)
|
Refer to the description of how severance is calculated in the section above entitled Post-Employment Benefits.
|
(b)
|
Amounts represent the actual award earned for the 2017 performance period.
|
(c)
|
For “Involuntary Without Cause,” this assumes group termination or job elimination. For the “Change in Control,” “Death” and “Disability,” these amounts represent a pro-rata portion of the outstanding PSUs. Amounts are based on the closing stock price on December 29, 2017 ($79.56).
|
(d)
|
The amounts shown represent (i) the value of eligible unvested RSUs, which is calculated based on the number of unvested RSUs multiplied by the closing stock price on December 29, 2017 ($79.56) and (ii) the intrinsic value of the unvested stock options, which is calculated based on the difference between the closing stock price on December 29, 2017 ($79.56), and the relevant exercise price. For purposes of a “Change in Control,” we assume that an alternate award is not provided and the vesting of the unvested awards accelerate. For retirement eligible employees, the eligible equity awards do not accelerate but continue to vest on the same basis as active employees. Because Mr. Eckersley and Mr. Shannon are retirement eligible, their equity awards, other than Mr. Eckersley’s special RSU award granted in 2016, would continue to vest after termination of employment for any reason other than cause.
|
(e)
|
In the event of a change in control of the Company and a termination of the NEOs, the present value of the pension benefits under the EOSP, KMP and Supplemental Pension Plans would be paid out as lump sums. The amounts shown under change of control represent the estimated benefit provided in excess of the EOSP amount shown in the Pension Benefits Table. While there is no additional benefit to the NEOs as a result of involuntary resignation without cause or in the event of a death or disability, there are differences (based on the methodology mandated by the SEC) between the numbers that are shown in the Pension Benefits Table and those that would actually be payable to the NEO under these termination scenarios.
|
(f)
|
For the “Change in Control” column, the amount represents the maximum expenses we would reimburse the NEO for professional outplacement services.
|
(g)
|
Represents our cost of continued active coverage for thirty-six months for the CEO and twenty-four months for the other NEOs.
|
CEO Pay Ratio Disclosure
|
•
|
using the Internet and voting at www.proxyvote.com;
|
•
|
calling 1-800-690-6903 and following the telephone prompts to vote by proxy; or
|
•
|
completing, signing and returning a proxy card by mail. If you received a Notice and did not receive a proxy card, you may request one at sendmaterial@proxyvote.com.
|
•
|
by notifying the Company’s Secretary in writing: c/o Allegion plc, Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland;
|
•
|
by submitting another properly signed proxy card with a later date or another Internet or telephone proxy at a later date but prior to the close of voting described above; or
|
•
|
by voting in person at the Annual General Meeting.
|
Name
|
|
Ordinary Shares (a)
|
|
Notional Shares (b)
|
|
Options
Exercisable or RSUs Vesting
Within 60 Days (c)
|
|||
C. Cico
|
|
3,122
|
|
|
—
|
|
|
—
|
|
K. S. Hachigian
|
|
3,794
|
|
|
—
|
|
|
—
|
|
N. Parent Haughey
|
|
—
|
|
|
—
|
|
|
—
|
|
D. I. Schaffer
|
|
3,631
|
|
|
—
|
|
|
—
|
|
C. L. Szews
|
|
—
|
|
|
—
|
|
|
—
|
|
M. E. Welch
|
|
3,733
|
|
|
—
|
|
|
—
|
|
D. D. Petratis
|
|
165,173
|
|
|
—
|
|
|
170,382
|
|
P. S. Shannon
|
|
26,688
|
|
|
21,391
|
|
|
73,985
|
|
J. N. Braun
|
|
5,722
|
|
|
—
|
|
|
2,058
|
|
T. P. Eckersley
|
|
7,251
|
|
|
8,192
|
|
|
53,159
|
|
L. V. Moretti
|
|
10,198
|
|
|
—
|
|
|
18,342
|
|
All directors and executive officers as a group (17 persons)(d)
|
|
279,627
|
|
|
36,052
|
|
|
395,957
|
|
(a)
|
Represents ordinary shares held directly.
|
(b)
|
Represents ordinary shares and ordinary share equivalents notionally held under the EDCP that are not distributable within 60 days of the Record Date.
|
(c)
|
Represents ordinary shares as to which directors and executive officers had stock options exercisable or RSUs that vest within 60 days of the Record Date, under the 2013 Stock Plan.
|
(d)
|
The Company’s ordinary shares beneficially owned by all current directors and executive officers individually and as a group (including shares issuable under exercisable options or vesting RSUs) aggregated less than 1% of the total outstanding ordinary shares. Ordinary shares and ordinary share equivalents notionally held under the EDCP are not counted as outstanding shares in calculating these percentages because they are not beneficially owned; the directors and executive officers have no voting or investment power with respect to these shares or share equivalents.
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent
of Class (a)
|
The Vanguard Group
100 Vanguard Blvd
Malvern, Pennsylvania 19355
|
|
9,865,931 (b)
|
|
10.39
|
JPMorgan Chase & Co.
270 Park Ave
New York, New York 10017
|
|
6,468,926 (c)
|
|
6.81
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
|
|
6,452,575 (d)
|
|
6.80
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
|
6,116,887 (e)
|
|
6.44
|
(a)
|
The ownership percentages set forth in this column are based on the Company’s outstanding ordinary shares on the Record Date and assumes that each of the beneficial owners continued to own the number of shares reflected in the table above on such date.
|
(b)
|
Information regarding The Vanguard Group and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 8, 2018. The filing indicated that, as of December 31, 2017, Vanguard had sole voting power as to 132,852 shares, shared voting power as to 16,648 shares, sole dispositive power as to 9,717,850 shares and shared dispositive power as to 148,081.
|
(c)
|
Information regarding JPMorgan Chase & Co. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on January 16, 2018. The filing indicated that, as of December 31, 2017, JPMorgan Chase had sole voting power as to 5,309435 shares, shared voting power as to 2,839 shares, sole dispositive power as to 6,378,911 shares, and shared dispositive power as to 89,609 of such shares.
|
(d)
|
Information regarding T. Rowe Price Associates, Inc. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 14, 2018. The filing indicated that, as of December 31, 2017, T. Rowe Price had sole voting power as to 2,309,703 shares and sole dispositive power as to 6,452,575 shares.
|
(e)
|
Information regarding Black Rock, Inc. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on January 30, 2018. The filing indicated that, as of December 31, 2017, BlackRock had sole voting power as to 5,289,070 shares and sole dispositive power as to 6,116,887 shares.
|
EQUITY COMPENSATION PLAN INFORMATION
|
Plan Category
|
|
Number of Securities to
be Issued upon
Exercise of Outstanding
Options, Warrants and
Rights
|
|
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
First Column)
|
||||
Equity compensation plans approved by security holders (1)
|
|
4,621,095
|
|
|
$
|
24.17
|
|
|
3,378,905
|
|
Equity compensation plans not approved by security holders (2)
|
|
77,722
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,698,817
|
|
|
$
|
24.17
|
|
|
3,378,905
|
|
(1)
|
Represents the 2013 Stock Plan. The weighted average exercise price includes stock options and stock appreciation rights outstanding under the 2013 Stock Plan. PSUs are included assuming target performance.
|
(2)
|
Represents the EDCP. Plan participants acquire our shares under the EDCP as a result of the deferral of salary, annual incentive awards and PSUs.
|