¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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Allegion Public Limited Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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When
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June 5, 2019, at 4:00 p.m., local time
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Location
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Ritz-Carlton Montr
é
al, 1228 Sherbrooke St. West, Montr
é
al, H3G 1H6, Canada
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Items of Business
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1.
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By separate resolutions, to elect as directors for a period of one year expiring at the end of the Annual General Meeting of Shareholders of the Company in 2020, the following seven individuals:
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(a)
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Carla Cico
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(e)
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Dean I. Schaffer
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(b)
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Kirk S. Hachigian
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(f)
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Charles L. Szews
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(c)
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Nicole Parent Haughey
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(g)
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Martin E. Welch III
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(d)
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David D. Petratis
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2.
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To give advisory approval of the compensation of the Company’s named executive officers.
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||||
3.
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To approve the appointment of PricewaterhouseCoopers as independent auditors of the Company and authorize the Audit and Finance Committee of the Board of Directors to set the auditors’ remuneration.
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4.
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To renew the Board of Directors’ existing authority to issue shares.
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5.
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To renew the Board of Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution)
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6.
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To conduct such other business properly brought before the meeting.
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Record Date
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Only shareholders of record as of the close of business on April 8, 2019, are entitled to receive notice of, and to vote at, the Annual General Meeting.
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By Order of the Board of Directors,
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Jeffrey N. Braun
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Secretary
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Registered Office Address:
Block D, Iveagh Court, Harcourt Road
Dublin 2, Ireland
Company No. 527370
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U.S. Mailing Address:
c/o Schlage Lock Company LLC
11819 N. Pennsylvania Street
Carmel, Indiana 46032
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Page
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ANNUAL GENERAL MEETING OF SHAREHOLDERS
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When
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June 5, 2019 at 4:00 p.m., local time
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Location
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Ritz-Carlton Montr
é
al
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1228 Sherbrooke St. West
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Montr
é
al, H3G 1H6, Canada
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Record Date
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April 8, 2019
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Voting
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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.
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Attendance
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All shareholders of record on the record date may attend the meeting.
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MEETING AGENDA AND VOTING RECOMMENDATIONS
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Agenda Item
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Vote Required
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Board Recommendation
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Page
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Election of seven directors named in the proxy statement
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Majority of votes cast
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For
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Advisory approval of the compensation of the Company’s named executive officers
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Majority of votes cast
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For
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Appointment of PricewaterhouseCoopers as the independent auditors of the Company and authorize the Audit and Finance Committee of the Board of Directors to set the auditors’ remuneration
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Majority of votes cast
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For
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Renewal of the Board of Directors’ existing authority to issue shares
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Majority of votes cast
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For
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Renewal of the Board of Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution)
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75% of votes cast
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For
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CORPORATE GOVERNANCE HIGHLIGHTS
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Things We Do and Highlights
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Things We Don’t Do
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||
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ü
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Substantial majority of independent, non-employee directors (6 of 7)
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û
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No pledging of Company stock
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ü
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Annual election of directors
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û
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No hedging of Company stock
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ü
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Majority of votes cast standard for directors in uncontested elections
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û
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No tax gross-ups in change-in-control agreements
|
ü
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Independent Lead Director
|
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û
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No excessive perquisites
|
ü
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Term limit for independent, non-employee directors
|
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û
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No option repricing without shareholder approval
|
ü
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All 3 Board Committees (Audit and Finance, Compensation, and Corporate Governance and Nominating) are fully independent
|
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û
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No dividend equivalents on unearned awards
|
ü
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2 of the 6 independent, non-employee directors are women
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ü
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Independent, non-employee directors meet in executive session (without the presence of management)
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ü
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Each of the Committees have the ability to hire outside experts and consultants as needed
|
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ü
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Annual Board and Committee self-assessments of its performance and effectiveness
|
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ü
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Independent, non-employee directors attended 100% of Board meetings and 96.5% of Committee meetings in 2018
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ü
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Independent, non-employee directors have full access to management and other employees
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ü
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Align pay with Company performance
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ü
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Hold “say-on-pay” votes annually for advisory approval by shareholders
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ü
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Executive officer and director stock ownership guidelines
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ü
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Clawback provisions for performance based compensation
|
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ü
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Board oversight of risk management, including information technology, data privacy and cybersecurity
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ü
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Succession planning at all levels, including for Board and CEO
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EXECUTIVE COMPENSATION
|
•
|
Create and reinforce our pay-for-performance culture;
|
•
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Align the interests of management with our shareholders;
|
•
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Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay;
|
•
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Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and
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•
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Integrate with our performance management process of goal setting and formal evaluation.
|
•
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Annual adjusted revenue of $2,572 million, an increase of 6.8% compared to prior year;
|
•
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Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) of $613 million, an increase of 9.1% compared to prior year;
|
•
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Available Cash Flow of $402 million, an increase of 13.6% compared to prior year;
|
•
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Adjusted earnings per share of $4.45, an increase of 19.6% compared to prior year; and
|
•
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Total shareholder return of 33.6% for the 2016 - 2018 performance period, which falls into the 46th percentile of the S&P 400 Capital Goods Index.
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ELECTION OF DIRECTORS
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Nominee
|
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Age
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Director Since
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Principal Occupation
|
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Independent
|
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Committee Memberships
|
|
|
|
|
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Carla Cico
|
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58
|
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2013
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Former Chief Executive Officer of Rivoli S.p.A.
|
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ü
|
|
Audit and Finance
Compensation
Corporate Governance and Nominating
|
|
Kirk S. Hachigian
(Lead Director)
|
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59
|
|
2013
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Chairman of JELD-WEN Holding, Inc. (Note: Mr. Hachigian has announced that he will be retiring as Chairman at the conclusion of JELD-WEN’s annual meeting of shareholders on
May 9, 2019)
|
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ü
|
|
Audit and Finance
Compensation
Corporate Governance and Nominating (Chair)
|
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Nicole Parent Haughey
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47
|
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2017
|
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Former Chief Operating Officer of Mimeo.com
|
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ü
|
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Audit and Finance
Compensation
Corporate Governance and Nominating
|
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David D. Petratis
|
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61
|
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2013
|
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Chairman, President and Chief Executive Officer of Allegion plc
|
|
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Dean I. Schaffer
|
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67
|
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2014
|
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Former Partner of Ernst & Young LLP
|
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ü
|
|
Audit and Finance
Compensation (Chair)
Corporate Governance and Nominating
|
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Charles L. Szews
|
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62
|
|
2018
|
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Former Chief Executive Officer of Oshkosh Corporation
|
|
ü
|
|
Compensation
Corporate Governance and Nominating
|
|
Martin E. Welch III
|
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70
|
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2013
|
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Former Executive Vice President and Chief Financial Officer of Visteon Corporation
|
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ü
|
|
Audit and Finance (Chair)
Compensation
Corporate Governance and Nominating
|
|
ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
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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
|
2020 ANNUAL GENERAL MEETING
|
Deadline for shareholder proposals for inclusion in the proxy statement:
|
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December 20, 2019
|
Deadline for business proposals and nominations for director to be brought before the 2020 Annual General Meeting:
|
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March 7, 2020
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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.
|
|
|
2018
|
|
2017
|
||||
Audit Fees (a)
|
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$
|
4,013,500
|
|
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$
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3,888,500
|
|
Audit-Related Fees (b)
|
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116,500
|
|
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879,000
|
|
||
Tax Fees (c)
|
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737,060
|
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747,769
|
|
||
All Other Fees (d)
|
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2,900
|
|
|
—
|
|
||
Total
|
|
$
|
4,869,960
|
|
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$
|
5,515,269
|
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(a)
|
Audit Fees for the fiscal years ended December 31, 2017 and 2018 were for professional services rendered for the audits of the Company’s annual consolidated financial statements, including its internal controls over financial reporting, quarterly reviews, statutory audits, and issuance of consents.
|
(b)
|
Audit-Related Fees for the fiscal year ended December 31, 2017 consist of employee benefit plan audits and financial and tax due diligence. Audit-Related Fees for the fiscal year ended December 31, 2018 consist of employee benefit plan audits, financial and tax due diligence and assurance services that are related to performing the audit and review of our financial statements.
|
(c)
|
The Tax Fees for the fiscal years ended December 31, 2017 and 2018 relate to consulting services.
|
(d)
|
All Other Fees for the fiscal year ended December 31, 2018 includes license fees for technical accounting and financial statement disclosure software.
|
(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 $47,040 (4,704,019 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of April 1, 2019 (the latest practicable date before this proxy statement)),
|
CORPORATE GOVERNANCE GUIDELINES AND PRACTICES
|
•
|
overseeing the implementation of management’s strategic plans and capital allocation strategy;
|
•
|
reviewing our business objectives and competitive landscape;
|
•
|
assuring that management succession planning is ongoing;
|
•
|
selecting, monitoring, evaluating and compensating senior management;
|
•
|
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 cybersecurity.
|
•
|
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
|
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.
|
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|
||
|
||
|
||
|
||
|
||
|
||
|
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.
|
Board
|
5
|
|
Audit and Finance Committee
|
13
|
|
Compensation Committee
|
8
|
|
Corporate Governance and Nominating Committee
|
5
|
|
Name
|
|
Fees earned
or paid
in cash
($)
|
|
Stock Awards
($)(a)
|
|
All Other
Compensation
($)(b)
|
|
Total
($)
|
M. J. Chesser (c)
|
|
15,167
|
|
—
|
|
—
|
|
15,167
|
C. Cico
|
|
140,000
|
|
100,033
|
|
—
|
|
240,033
|
K. S. Hachigian
|
|
165,000
|
|
100,033
|
|
—
|
|
265,033
|
N. Parent Haughey
|
|
140,000
|
|
100,033
|
|
—
|
|
240,033
|
C. L. Szews (d)
|
|
103,846
|
|
100,033
|
|
—
|
|
203,879
|
D. I. Schaffer
|
|
152,000
|
|
100,033
|
|
—
|
|
252,033
|
M. E. Welch
|
|
155,000
|
|
100,033
|
|
—
|
|
255,033
|
(a)
|
The amount represents the aggregate grant date fair value of the annual grant of RSUs to our independent, non-employee directors, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As of December 31, 2018, each independent, non-employee director held 1,266 RSUs in relation to the RSU grant awarded in 2018.
|
(b)
|
The aggregate amount of perquisites and other personal benefits received by each independent, non-employee director in 2018 was less than $10,000.
|
(c)
|
Mr. Chesser resigned from the Board in February 2018.
|
(d)
|
Mr. Szews joined the Board in April 2018.
|
Name
|
|
Position
|
D. D. Petratis
|
|
Chairman, President and Chief Executive Officer
|
P. S. Shannon
|
|
Senior Vice President and Chief Financial Officer
|
J. N. Braun
|
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
T. P. Eckersley
|
|
Senior Vice President and President - Americas
|
L. V. Moretti
|
|
Senior Vice President and President - EMEIA
|
•
|
Executive Summary
|
•
|
Compensation Philosophy and Design Principles
|
•
|
How We Make Compensation Decisions
|
•
|
Compensation Elements
|
•
|
2018 Compensation Structure Decisions
|
•
|
2018 Incentive Program Designs and Compensation Values for 2018 Performance
|
•
|
2019 Compensation
|
•
|
Other Compensation and Tax Matters
|
EXECUTIVE SUMMARY
|
$2,572m
of Annual Adjusted Revenue
|
|
$402m
Available Cash Flow
|
6.8% Annual Adjusted Revenue Growth
|
|
Available Cash Flow (“ACF”) increased by 13.6% over the prior year
|
$613m
EBITDA
|
|
$4.45
Adjusted EPS
|
|
46
th
Percentile TSR
|
Adjusted Earnings Before Interest, Tax, Depreciation and Amortization grew 9.1%
over the prior year
|
|
Adjusted Earnings Per Share (“EPS”) increased 19.6%
over the prior year
|
|
Total Shareholder Return (“TSR”)
of 33.6% for the 2016 - 2018 Performance Period
|
NEO
|
|
Base Salary
($)
|
|
Annual Incentive Target Value
($)
|
|
Long-term Incentive Target Value
($)
|
|
Total Target Compensation
($)
|
||||
D. D. Petratis
|
|
950,000
|
|
|
1,140,000
|
|
|
3,650,000
|
|
|
5,740,000
|
|
P. S. Shannon
|
|
530,250
|
|
|
397,688
|
|
|
1,000,000
|
|
|
1,927,938
|
|
J. N. Braun
|
|
420,000
|
|
|
252,000
|
|
|
525,000
|
|
|
1,197,000
|
|
T. P. Eckersley
|
|
463,500
|
|
|
324,450
|
|
|
600,000
|
|
|
1,387,950
|
|
L. V. Moretti*
|
|
406,074
|
|
|
263,948
|
|
|
400,000
|
|
|
1,070,022
|
|
*
|
Ms. Moretti is paid in Euros. The U.S. Dollar (“USD”) amounts above are shown as of April 2018 based on the Euro to USD exchange rate at that time.
|
|
|
COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES
|
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; (iii) equal to two times base salary for the CEO’s direct reports who are executive officers at Senior Vice President level; and (iv) equal to one times base salary for the CEO’s direct reports who are executive officers at Vice President level. 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 directors and executive officers from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of our securities and (ii) engaging in any form of short-term speculative trading in our securities. Directors and executive officers are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan unless pre-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
|
2018 COMPENSATION STRUCTURE DECISIONS
|
NEO
|
|
2017 Base Salary
($)
|
|
2018 Base Salary
($)
|
|
Increase
(%)
|
|||
D. D. Petratis
|
|
950,000
|
|
|
950,000
|
|
|
—
|
|
P. S. Shannon
|
|
505,000
|
|
|
530,250
|
|
|
5.0
|
|
J. N. Braun
|
|
400,000
|
|
|
420,000
|
|
|
5.0
|
|
T. P. Eckersley
|
|
450,000
|
|
|
463,500
|
|
|
3.0
|
|
L.V. Moretti *
|
|
352,066
|
|
|
406,074
|
|
|
—
|
|
*
|
In 2018, Ms. Moretti’s base salary was unchanged and remained at €329,600. The USD amounts above are shown as of April of the applicable year based on the Euro to USD exchange rate on that day. The
increase
in salary from 2017 to 2018 is a result of the fluctuation in the exchange rate.
|
NEO
|
|
2017 Target AIP
(% of Base
Salary)
|
|
2018 Target AIP
(% of Base Salary)
|
|
Target AIP
Increase
(%)
|
|
2017 Target
LTI
($)
|
|
2018 Target
LTI
($)
|
|
Target LTI
Increase
($)
|
|||
D. D. Petratis
|
|
110
|
|
120
|
|
9.1
|
|
3,350,000
|
|
|
3,650,000
|
|
|
300,000
|
|
P. S. Shannon
|
|
75
|
|
75
|
|
—
|
|
850,000
|
|
|
1,000,000
|
|
|
150,000
|
|
J. N. Braun
|
|
60
|
|
60
|
|
—
|
|
450,000
|
|
|
525,000
|
|
|
75,000
|
|
T. P. Eckersley
|
|
70
|
|
70
|
|
—
|
|
550,000
|
|
|
600,000
|
|
|
50,000
|
|
L.V. Moretti
|
|
65
|
|
65
|
|
—
|
|
300,000
|
|
|
400,000
|
|
|
100,000
|
|
2018 INCENTIVE PROGRAM DESIGNS AND COMPENSATION VALUES FOR 2018 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
($)
|
|
|
Threshold
|
|
2,422
|
|
563
|
|
355
|
|
50%
|
Target
|
|
2,521
|
|
604
|
|
374
|
|
100%
|
Maximum
|
|
2,655
|
|
675
|
|
435
|
|
200%
|
|
|
Americas
|
|
|
||||
|
|
Pre-established Financial Targets (in millions)
|
|
Payout as a % of Target
|
||||
|
|
Revenue
($)
|
|
OI
($)
|
|
OCF
($)
|
|
|
Threshold
|
|
1,768
|
|
508
|
|
506
|
|
50%
|
Target
|
|
1,831
|
|
540
|
|
539
|
|
100%
|
Maximum
|
|
1,922
|
|
602
|
|
625
|
|
200%
|
|
|
EMEIA
|
|
|
||||
|
|
Pre-established Financial Targets (in millions)
|
|
Payout as a % of Target
|
||||
|
|
Revenue
($)
|
|
OI
($)
|
|
OCF
($)
|
|
|
Threshold
|
|
537
|
|
50
|
|
56
|
|
50%
|
Target
|
|
565
|
|
55
|
|
68
|
|
100%
|
Maximum
|
|
593
|
|
61
|
|
81
|
|
200%
|
|
|
Financial Target Goals
($)
|
|
Adjusted Actual Performance
($)
|
|
Performance as a % of Target Goal
|
|
Financial Performance Score
|
Adjusted Financial Performance Score *
|
|||
Corporate
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
2,521
|
|
|
2,572
|
|
|
137.6
|
%
|
|
|
|
EBITDA
|
|
604
|
|
|
613
|
|
|
113.0
|
%
|
|
131.81%
|
121.81%
|
ACF
|
|
374
|
|
|
402
|
|
|
144.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Americas
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
1,831
|
|
|
1,889
|
|
|
163.6
|
%
|
|
|
|
OI
|
|
540
|
|
|
546
|
|
|
109.2
|
%
|
|
139.91%
|
129.91%
|
OCF
|
|
539
|
|
|
580
|
|
|
147.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
EMEIA
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
565
|
|
|
565
|
|
|
99.3
|
%
|
|
|
|
OI
|
|
55
|
|
|
57
|
|
|
138.3
|
%
|
|
117.87%
|
107.87%
|
OCF
|
|
68
|
|
|
70
|
|
|
116.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEO
|
|
Individual
Performance Score
|
D. D. Petratis
|
130
|
|
P. S. Shannon
|
130
|
|
J. N. Braun
|
115
|
|
T. P. Eckersley
|
100
|
|
L.V. Moretti
|
120
|
D. D. Petratis
|
•
Achieved industry leading organic growth and financial performance
•
Developed and executed strategy including digital transformation initiatives
•
Achieved excellence in safety and loss control with an emphasis on sustainability
•
Fostered a culture of integrity, engagement and transparency with shareholders, customers and employees
|
P. S. Shannon
|
•
Executed capital deployment to maximize shareholder value
•
Executed on strategic M&A opportunities in support of growth strategies
•
Enhanced long term strategy development and communication
•
Continued execution of comprehensive tax strategy despite global legislative reforms
•
Developed and executed plan to better allocate investments for 2019
|
J. N. Braun
|
•
Advised on all current and future business strategies, including Allegion Ventures
•
Managed and mitigated Allegion’s legal exposure globally
•
Enhanced protection of global intellectual property portfolio
•
Fostered a culture of engagement while improving ROI
|
T. P. Eckersley
|
•
Strong revenue growth for Americas
•
Delivered industry-leading electronics growth, revenue and margin performance
•
Expanded demand creation capabilities within the organization
|
L. V. Moretti
|
•
Exceeded EMEIA organic revenue and OI expectations
•
Delivered significant electronics growth
•
Renewed focus on customer experience
•
Managed significant facility enhancements in the region
|
NEO
|
|
Target AIP Amount
(A)($)
|
|
Financial Performance Score
(B) (1)
|
|
AIP Earned from Financial Performance
(C)=(A)x(B)($)
|
|
Individual Performance Score
(D)
|
|
2018 AIP Award
(E)=(C)x(D)($)
|
||||
D. D. Petratis
|
|
1,140,000
|
|
|
121.81
|
%
|
|
1,388,635
|
|
|
130%
|
|
1,805,225
|
|
P. S. Shannon
|
|
397,688
|
|
|
121.81
|
%
|
|
484,423
|
|
|
130%
|
|
629,750
|
|
J. N. Braun
|
|
252,000
|
|
|
121.81
|
%
|
|
306,961
|
|
|
115%
|
|
353,005
|
|
T. P. Eckersley
|
|
324,450
|
|
|
126.26
|
%
|
|
409,651
|
|
|
100%
|
|
409,651
|
|
L. V. Moretti (2)
|
|
243,912
|
|
|
114.14
|
%
|
|
278,401
|
|
|
120%
|
|
334,082
|
|
(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 as of February 6, 2019 which was 1.1385 Euro to the U.S. dollar.
|
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
|
%
|
|
|
|
*
|
EPS is calculated in accordance with GAAP, subject to adjustment by the Compensation Committee based on pre-approved categories.
|
**
|
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.
|
NEO
|
|
Target
2018-2020
PSU Award
($)
|
|
Target
2018-2020
PSU Award
(#)
|
|
Stock
Option Award
($)
|
|
Stock
Option Award
(#)
|
|
RSU
Award
($)
|
|
RSU
Award
(#)
|
||||||
D. D. Petratis
|
|
2,104,858
|
|
|
20,994
|
|
|
912,511
|
|
|
42,861
|
|
|
912,504
|
|
|
10,497
|
|
P. S. Shannon
|
|
576,696
|
|
|
5,752
|
|
|
250,008
|
|
|
11,743
|
|
|
250,010
|
|
|
2,876
|
|
J. N. Braun
|
|
302,785
|
|
|
3,020
|
|
|
131,253
|
|
|
6,165
|
|
|
131,265
|
|
|
1,510
|
|
T. P. Eckersley
|
|
346,098
|
|
|
3,452
|
|
|
150,009
|
|
|
7,046
|
|
|
150,041
|
|
|
1,726
|
|
L.V. Moretti
|
|
230,698
|
|
|
2,301
|
|
|
100,020
|
|
|
4,698
|
|
|
100,057
|
|
|
1,151
|
|
Performance Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
% Payout Earned
|
EPS*
|
|
$3.66
|
|
$4.03
|
|
$4.49
|
|
$4.45
|
|
191
|
TSR
|
|
25
th
percentile
|
|
50
th
percentile
|
|
>= 75
th
percentile
|
|
46
th
percentile (33.6% TSR)
|
|
91
|
*
|
EPS was adjusted to eliminate the impact of: (i) merger and acquisition expenses; (ii) restructuring charges; (iii) backlog revenue amortization related to an acquisition; and (iv) discrete items related to tax reform.
|
NEO
|
|
Target PSUs Awarded
(#)
|
|
PSUs Earned
(#)
|
||
D. D. Petratis
|
|
25,930
|
|
|
36,562
|
|
P. S. Shannon
|
|
6,483
|
|
|
9,142
|
|
J.N. Braun
|
|
3,458
|
|
|
4,876
|
|
T. P. Eckersley
|
|
4,322
|
|
|
6,096
|
|
L.V. Moretti
|
|
2,593
|
|
|
3,657
|
|
2019 COMPENSATION
|
NEO
|
|
2019 Base Salary
($)
|
|
2019 Target Annual Incentive
(as a % of Base Salary)
|
|
2019 Target
Annual LTI
($)
|
||
D. D. Petratis
|
|
1,000,000
|
|
|
120
|
|
3,900,000
|
|
P. S. Shannon
|
|
562,065
|
|
|
75
|
|
1,100,000
|
|
J. N. Braun
|
|
432,600
|
|
|
60
|
|
575,000
|
|
T. P. Eckersley
|
|
463,500
|
|
|
70
|
|
600,000
|
|
L. V. Moretti*
|
|
386,507
|
|
|
65
|
|
460,000
|
|
*
|
Ms. Moretti is paid in Euros. The USD amounts above are based on the Euro to USD exchange rate of 1.1385 as of February 6, 2019.
|
•
|
Annual Incentive Plan - In order to emphasize our commitment to profitable growth, shareholder value creation and pay for performance, for 2019, the weightings will be adjusted as follows:
|
|
Metrics
|
||
|
Revenue
|
EDITDA/OI
|
ACF/OCF
|
Weighting during 2018
|
1/3
|
1/3
|
1/3
|
Weighting effective 1/1/2019
|
1/4
|
1/2
|
1/4
|
•
|
Long-term Incentive Plan - Beginning with PSUs awarded in 2019, the EPS threshold payout will change from 25% to 50%. This change aligns the threshold payout for the EPS growth and relative TSR at 50%, and is consistent with market practice as reviewed by the independent compensation consultants to the Compensation Committee.
|
OTHER COMPENSATION AND TAX MATTERS
|
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)(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
|
|
2018
|
|
950,000
|
|
|
—
|
|
3,017,362
|
|
|
912,511
|
|
|
1,805,225
|
|
|
673,578
|
|
|
228,104
|
|
|
7,586,780
|
|
Chairman, President and Chief Executive Officer
|
|
2017
|
|
950,000
|
|
|
—
|
|
2,776,707
|
|
|
837,501
|
|
|
1,657,371
|
|
|
1,244,129
|
|
|
308,895
|
|
|
7,774,603
|
|
|
2016
|
|
950,000
|
|
|
—
|
|
2,331,625
|
|
|
750,004
|
|
|
1,845,116
|
|
|
874,915
|
|
|
377,832
|
|
|
7,129,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
P. S. Shannon
|
|
2018
|
|
523,452
|
|
|
—
|
|
826,706
|
|
|
250,008
|
|
|
629,750
|
|
|
117,933
|
|
|
47,735
|
|
|
2,395,584
|
|
Senior Vice President and Chief Financial Officer
|
|
2017
|
|
493,760
|
|
|
—
|
|
704,632
|
|
|
212,518
|
|
|
600,698
|
|
|
959,824
|
|
|
105,508
|
|
|
3,076,940
|
|
|
2016
|
|
463,250
|
|
|
—
|
|
582,981
|
|
|
187,513
|
|
|
613,456
|
|
|
795,478
|
|
|
75,172
|
|
|
2,717,850
|
|
|
J. N. Braun
|
|
2018
|
|
414,615
|
|
|
—
|
|
434,050
|
|
|
131,253
|
|
|
353,005
|
|
|
—
|
|
47,955
|
|
|
1,380,878
|
|
|
Senior Vice President and General Counsel
|
|
2017
|
|
395,746
|
|
|
—
|
|
373,114
|
|
|
112,509
|
|
|
322,080
|
|
|
—
|
|
76,645
|
|
|
1,280,094
|
|
|
|
2016
|
|
372,500
|
|
|
—
|
|
310,944
|
|
|
100,013
|
|
|
391,365
|
|
|
—
|
|
58,868
|
|
|
1,233,690
|
|
||
T. P. Eckersley
|
|
2018
|
|
459,865
|
|
|
—
|
|
496,139
|
|
|
150,009
|
|
|
409,651
|
|
|
42,392
|
|
|
47,712
|
|
|
1,605,768
|
|
Senior Vice President - Americas
|
|
2017
|
|
441,923
|
|
|
—
|
|
455,993
|
|
|
137,506
|
|
|
409,596
|
|
|
373,147
|
|
|
84,288
|
|
|
1,902,453
|
|
|
2016
|
|
420,000
|
|
|
—
|
|
1,388,687
|
|
|
125,009
|
|
|
508,288
|
|
|
297,253
|
|
|
75,600
|
|
|
2,814,837
|
|
|
L. V. Moretti (g)
|
|
2018
|
|
388,043
|
|
|
—
|
|
330,755
|
|
|
100,020
|
|
|
334,082
|
|
|
—
|
|
474,823
|
|
|
1,627,723
|
|
|
Senior Vice President - EMEIA
|
|
2017
|
|
374,586
|
|
|
—
|
|
248,794
|
|
|
75,012
|
|
|
377,917
|
|
|
—
|
|
444,945
|
|
|
1,521,254
|
|
|
|
2016
|
|
352,957
|
|
|
—
|
|
233,191
|
|
|
75,002
|
|
|
273,634
|
|
|
—
|
|
532,864
|
|
|
1,467,648
|
|
(a)
|
A portion of a participant’s annual salary may be deferred into a number of investment options under our EDCP. In 2018, 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 2018 would be as follows:
|
Name
|
|
Maximum Grant Date Value
of
PSU Awards
($) |
|
D. D. Petratis
|
|
4,029,716
|
|
P. S. Shannon
|
|
1,153,391
|
|
J. N. Braun
|
|
605,570
|
|
T. P. Eckersley
|
|
692,195
|
|
L. V. Moretti
|
|
461,397
|
|
(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 2018 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 2018.
|
(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 2018:
|
Name
|
|
Company Matching Contributions
($)(1)
|
|
Tax Equalization ($)(2)
|
|
Tax
Assistance
($)(2)
|
|
Other
Benefits
($)(3)
|
|
Total
($)
|
|||||
D. D. Petratis
|
|
73,533
|
|
|
—
|
|
—
|
|
154,571
|
|
|
228,104
|
|
||
P. S. Shannon
|
|
19,860
|
|
|
—
|
|
—
|
|
27,875
|
|
|
47,735
|
|
||
J. N. Braun
|
|
35,080
|
|
|
—
|
|
—
|
|
12,875
|
|
|
47,955
|
|
||
T. P. Eckersley
|
|
19,362
|
|
|
—
|
|
—
|
|
28,350
|
|
|
47,712
|
|
||
L. V. Moretti
|
|
7,007
|
|
|
220,850
|
|
|
234,510
|
|
|
12,456
|
|
|
474,823
|
|
(1)
|
Represents matching contributions under our ESP and Supplemental ESP plans for Messrs. Petratis, Shannon, Braun and Eckersley, and contributions under the Italian Providential fund for Ms. Moretti.
|
(2)
|
Represents tax equalization provided to Ms. Moretti to mitigate the impact of being required to live in a high tax jurisdiction and the tax assistance provided by the Company for the additional tax owed as a result of the income imputed from the tax equalization payment for 2017 and 2018.
|
(3)
|
The other benefits the NEOs received in 2018 are:
|
Name
|
|
Aircraft Use
($)(i)
|
|
Other
($)(ii)
|
|
Total
($)
|
|||
D. D. Petratis
|
|
120,909
|
|
|
33,662
|
|
|
154,571
|
|
P. S. Shannon
|
|
—
|
|
27,875
|
|
|
27,875
|
|
|
J. N. Braun
|
|
—
|
|
12,875
|
|
|
12,875
|
|
|
T. P. Eckersley
|
|
—
|
|
28,350
|
|
|
28,350
|
|
|
L. V. Moretti
|
|
—
|
|
12,456
|
|
|
12,456
|
|
(i)
|
Represents the aggregate incremental costs, including flight time, fuel surcharge, catering, taxes, peak travel adjustment fees, and ground transportation to/from the airport, as applicable, of the hired aircraft for personal travel by Mr. Petratis, up to a total of $125,000 per year, as approved by the Compensation Committee. Per the Company’s aircraft policy which was updated in February 2019 and approved by the Compensation Committee, the annual cap amount for Mr. Petratis’ personal travel using hired aircraft was increased to $145,000. Further, on occasion, Mr. Petratis’ and other NEO’s family or other personal guests may accompany them on the hired aircraft used for business purposes, provided that certain conditions under the Company’s aircraft policy are met. To the extent such occasions arise, Mr. Petratis and the other NEOs are subject to imputed taxable income at the Standard Industry Fare Level (SIFL) rates for any personal passengers on that flight and the Company does not provide tax gross-ups for such imputed income.
|
(ii)
|
Represents (a) the incremental cost of the leased cars, calculated based on the lease, insurance, fuel and maintenance costs for all NEOs; (b) financial counseling services; and (c) executive health program.
|
(g)
|
Cash amounts for Ms. Moretti were paid in Euros. For reporting purposes, these amounts have been converted from Euro to United States dollars in this table and throughout this Proxy Statement. Where amounts are reported as a point in time, Euros were converted to United States dollars using the closing currency exchange rate as of December 31, 2018. Where payments were made throughout the year, unless otherwise noted, Euros were converted to United States dollars using the closing currency exchange rate as of the last day of the month in which the cash compensation was received or deemed to have been received.
|
2018 GRANTS OF PLAN-BASED AWARDS
|
Name
|
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity
Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)(c)
|
All Other Option Awards: Number of Securities Underlying Options
(#)(c)
|
Exercise
or Base
Price of
Option
Awards
($/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
|
|
2/7/2018
|
570,000
|
|
1,140,000
|
|
2,280,000
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
PSUs (2017-19)
|
|
2/22/2018
|
—
|
—
|
—
|
|
7,873
|
20,994
|
|
41,988
|
—
|
—
|
—
|
—
|
2,104,858
|
|
|||
Options
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
42,861
|
86.93
|
86.04
|
912,511
|
|
||||
RSUs
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
10,497
|
—
|
—
|
—
|
912,504
|
|
||||
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AIP
|
|
2/7/2018
|
198,844
|
|
397,688
|
|
795,375
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
PSUs (2017-19)
|
|
2/22/2018
|
—
|
—
|
—
|
|
2,157
|
5,752
|
|
11,504
|
—
|
—
|
—
|
—
|
576,696
|
|
|||
Options
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
11,743
|
86.93
|
86.04
|
250,008
|
|
||||
RSUs
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
2,876
|
—
|
—
|
—
|
250,010
|
|
||||
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AIP
|
|
2/7/2018
|
126,000
|
|
252,000
|
|
504,000
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
PSUs (2017-19)
|
|
2/22/2018
|
—
|
—
|
—
|
|
1,133
|
3,020
|
|
6,040
|
—
|
—
|
—
|
—
|
302,785
|
|
|||
Options
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
6,165
|
86.93
|
86.04
|
131,253
|
|
||||
RSUs
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
1,510
|
—
|
—
|
—
|
131,265
|
|
||||
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AIP
|
|
2/7/2018
|
162,225
|
|
324,450
|
|
648,900
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
PSUs (2017-19)
|
|
2/22/2018
|
—
|
—
|
—
|
|
1,295
|
3,452
|
|
6,904
|
—
|
—
|
—
|
—
|
346,098
|
|
|||
Options
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
7,046
|
86.93
|
86.04
|
150,009
|
|
||||
RSUs
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
1,726
|
—
|
—
|
—
|
150,041
|
|
||||
L. V. Moretti
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AIP
|
|
2/7/2018
|
132,573
|
|
265,146
|
|
530,291
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
PSUs (2017-19)
|
|
2/22/2018
|
—
|
—
|
—
|
|
863
|
2,301
|
|
4,602
|
—
|
—
|
—
|
—
|
230,698
|
|
|||
Options
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
4,698
|
86.93
|
86.04
|
100,020
|
|
||||
RSUs
|
|
2/22/2018
|
—
|
—
|
—
|
|
—
|
—
|
—
|
1,151
|
—
|
—
|
—
|
100,057
|
|
(a)
|
The target award levels for the AIP program were established by the Compensation Committee in February 2018. 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 2018 for the 2018 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 2018-2020 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 2018 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 2018 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 2018 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, 2018
|
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
|
|
2/22/2018
|
|
—
|
|
42,861
|
|
|
86.9300
|
|
|
2/22/2028
|
|
10,497
|
|
|
836,716
|
|
|
20,994
|
|
|
1,673,432
|
|
|
|
|
2/13/2017
|
|
15,322
|
|
|
30,644
|
|
|
71.8350
|
|
|
2/13/2027
|
|
7,773
|
|
|
619,586
|
|
|
23,318
|
|
|
1,858,678
|
|
|
|
2/16/2016
|
|
31,526
|
|
|
15,763
|
|
|
57.8500
|
|
2/16/2026
|
|
4,322
|
|
|
344,507
|
|
|
25,930
|
|
|
2,066,880
|
|
|
|
|
2/20/2015
|
|
41,947
|
|
|
—
|
|
57.8500
|
|
2/20/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
||||||
|
|
3/11/2014
|
|
38,344
|
|
|
—
|
|
54.1250
|
|
|
3/11/2024
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
|
|
12/13/2013
|
|
43,243
|
|
|
—
|
|
43.3600
|
|
12/13/2023
|
|
—
|
|
—
|
|
—
|
|
—
|
||||||
P. Shannon
|
|
2/22/2018
|
|
—
|
|
11,743
|
|
|
86.9300
|
|
|
2/22/2028
|
|
2,876
|
|
|
229,246
|
|
|
5,752
|
|
|
458,492
|
|
|
|
|
2/13/2017
|
|
3,888
|
|
|
7,776
|
|
|
71.8350
|
|
|
2/13/2027
|
|
1,973
|
|
|
157,268
|
|
|
5,917
|
|
|
471,644
|
|
|
|
2/16/2016
|
|
7,882
|
|
|
3,941
|
|
|
57.8500
|
|
|
2/16/2026
|
|
1,081
|
|
|
86,167
|
|
|
6,483
|
|
|
516,760
|
|
|
|
2/20/2015
|
|
10,487
|
|
|
—
|
|
57.8500
|
|
|
2/20/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
|
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
J. N. Braun
|
|
2/22/2018
|
|
—
|
|
6,165
|
|
|
86.9300
|
|
|
2/22/2028
|
|
1,510
|
|
|
120,362
|
|
|
3,020
|
|
|
240,724
|
|
|
|
|
2/13/2017
|
|
2,058
|
|
|
4,117
|
|
|
71.8350
|
|
|
2/13/2027
|
|
1,045
|
|
|
83,297
|
|
|
3,133
|
|
|
249,731
|
|
|
|
2/16/2016
|
|
—
|
|
2,102
|
|
|
57.8500
|
|
|
2/16/2026
|
|
577
|
|
|
45,993
|
|
|
3,458
|
|
|
275,637
|
|
|
T. P. Eckersley
|
|
2/22/2018
|
|
—
|
|
7,046
|
|
|
86.9300
|
|
|
2/22/2028
|
|
1,726
|
|
|
137,579
|
|
|
3,452
|
|
|
275,159
|
|
|
|
|
2/13/2017
|
|
2,515
|
|
|
5,032
|
|
|
71.8350
|
|
|
2/13/2027
|
|
1,277
|
|
|
101,790
|
|
|
3,829
|
|
|
305,210
|
|
|
|
2/16/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,644
|
|
|
689,013
|
|
|
—
|
|
—
|
|||||
|
|
2/16/2016
|
|
5,254
|
|
|
2,628
|
|
|
57.8500
|
|
|
2/16/2026
|
|
721
|
|
|
57,471
|
|
|
4,322
|
|
|
344,507
|
|
|
|
2/20/2015
|
|
6,992
|
|
|
—
|
|
57.8500
|
|
|
2/20/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
|
|
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
|
|
2/22/2018
|
|
—
|
|
4,698
|
|
|
86.9300
|
|
|
2/22/2028
|
|
1,151
|
|
|
91,746
|
|
|
2,301
|
|
|
183,413
|
|
|
|
|
2/13/2017
|
|
1,372
|
|
|
2,745
|
|
|
71.8350
|
|
|
2/13/2027
|
|
697
|
|
|
55,558
|
|
|
2,089
|
|
|
166,514
|
|
|
|
2/16/2016
|
|
3,152
|
|
|
1,577
|
|
|
57.8500
|
|
|
2/16/2026
|
|
433
|
|
|
34,514
|
|
|
2,593
|
|
|
206,688
|
|
|
|
2/20/2015
|
|
4,195
|
|
|
—
|
|
57.8500
|
|
|
2/20/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
|
|
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. Mr. Eckersley’s grant of 17,287 RSUs on February 16, 2016 vested 50% on December 31, 2018 and vests 50% on December 31, 2020.
|
(d)
|
The market value was computed based on $79.71, the closing market price of our ordinary shares on the NYSE at December 31, 2018.
|
(e)
|
This column represents unvested and unearned PSUs. PSUs generally vest upon the completion of a three-year performance period. The receipt of the shares subject to the award is subject to achievement of the performance goals as certified by the Compensation Committee, and continued employment. The outstanding PSUs are reflected at the target level because we currently believe that is the probable outcome of the performance conditions.
|
2018 OPTION EXERCISES AND STOCK VESTED
|
Name
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||
Number of Shares
Acquired on Exercise
(#)
|
|
Value
Realized on
Exercise
($)
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value
Realized on
Vesting
($)
|
||||||||||
D. D. Petratis
|
|
—
|
|
|
—
|
|
58,686
|
|
|
4,714,564
|
|
|||||
P. S. Shannon
|
|
8,200
|
|
|
487,759
|
|
|
14,688
|
|
|
1,179,961
|
|
||||
J. N. Braun
|
|
3,501
|
|
|
102,417
|
|
|
6,147
|
|
|
494,077
|
|
||||
T. P. Eckersley
|
|
—
|
|
|
—
|
|
18,416
|
|
|
1,471,295
|
|
|||||
L. V. Moretti
|
|
—
|
|
|
—
|
|
11,932
|
|
|
997,262
|
|
2018 PENSION BENEFITS
|
Name
|
|
Plan
Name
|
|
Number of Years
Credited Service
(#)(a)
|
|
Present Value of
Accumulated
Benefit
($)(b)
|
|
Payments
During
Last Fiscal
Year
($)
|
||||
D. D. Petratis
|
|
EOSP
|
|
5.42
|
|
|
|
4,298,584
|
|
|
|
—
|
P. S. Shannon
|
|
Qualified Pension Plan
|
|
16.67
|
|
|
|
223,751
|
|
|
|
—
|
|
|
Supplemental Pension Plan
|
|
16.67
|
|
|
|
777,046
|
|
|
|
—
|
|
|
EOSP
|
|
17.00
|
|
|
|
3,830,171
|
|
|
|
—
|
J. N. Braun (c)
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
T. P. Eckersley
|
|
Qualified Pension Plan
|
|
11.17
|
|
|
|
148,136
|
|
|
|
—
|
|
|
Supplemental Pension Plan
|
|
11.17
|
|
|
|
343,712
|
|
|
|
—
|
|
|
KMP
|
|
11.17
|
|
|
|
1,405,149
|
|
|
|
—
|
L. V. Moretti (c)
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
(a)
|
Under the EOSP or the KMP, for officers covered prior to May 19, 2009 by Ingersoll Rand, a full year of service is credited for any year in which they work at least one day. In the Pension Plan, the Supplemental Pension Plan, the EOSP and the KMP for officers first covered on or after May 19, 2009 by Ingersoll Rand, the number of years of credited service is based on elapsed time (i.e., credit is given for each month in which a participant works at least one day).
|
(b)
|
The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the value of the benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2018, consistent with the assumptions described in
Note 11
, “Pensions and Post-retirement Benefits Other than Pensions,” to our consolidated financial statements contained in the 2018 Form 10-K.
|
(c)
|
Mr. Braun and Ms. Moretti do not participate in any Company defined benefit plan.
|
2018 NONQUALIFIED DEFERRED COMPENSATION
|
Name
|
|
Executive Contributions in Last Fiscal Year
($)(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
|
|
—
|
|
—
|
|
(42,895
|
)
|
|
—
|
|
980,373
|
|
||
Supplemental ESP
|
|
—
|
|
51,532
|
|
|
(34,706
|
)
|
|
—
|
|
788,989
|
|
|
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|
|||
EDCP
|
|
—
|
|
—
|
|
(29,703
|
)
|
|
—
|
|
2,519,818
|
|
||
Supplemental ESP
|
|
—
|
|
3,360
|
|
|
(40,841
|
)
|
|
—
|
|
769,071
|
|
|
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
||||
Supplemental ESP
|
|
—
|
|
13,080
|
|
|
(6,146
|
)
|
|
—
|
|
115,332
|
|
|
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|
|
||
EDCP
|
|
—
|
|
—
|
|
(38,382
|
)
|
|
(137,240
|
)
|
|
1,449,294
|
|
|
Supplemental ESP
|
|
—
|
|
3,538
|
|
|
(4,621
|
)
|
|
—
|
|
512,156
|
|
|
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 amounts reflected in the table below which are also reported in the Summary Compensation Table.
|
Name
|
|
EDCP
|
|
Supplemental ESP
|
||
D. D. Petratis
|
|
922,558
|
|
|
678,104
|
|
P. S. Shannon
|
|
—
|
|
206,470
|
|
|
J. N. Braun
|
|
—
|
|
81,782
|
|
|
T. P. Eckersley
|
|
1,122,594
|
|
|
193,409
|
|
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
($)
|
|||||
D. D. Petratis
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
3,990,000
|
|
|
5,985,000
|
|
|
—
|
|
—
|
|||
2018 Earned but Unpaid AIP Award(s) (b)
|
|
1,805,225
|
|
|
1,805,225
|
|
|
1,805,225
|
|
|
1,805,225
|
|
|
1,805,225
|
|
PSU Award Payout (c)
|
|
3,863,300
|
|
|
3,863,300
|
|
|
3,863,300
|
|
|
3,863,300
|
|
|
3,863,300
|
|
Value of Unvested Equity Awards (d)
|
|
2,386,709
|
|
|
2,386,709
|
|
|
2,386,709
|
|
|
2,386,709
|
|
|
2,386,709
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Outplacement (f)
|
|
—
|
|
—
|
|
25,000
|
|
|
—
|
|
—
|
||||
Health Benefits (g)
|
|
—
|
|
—
|
|
58,125
|
|
|
—
|
|
—
|
||||
Total
|
|
8,055,234
|
|
|
12,045,234
|
|
|
14,123,359
|
|
|
8,055,234
|
|
|
8,055,234
|
|
P. S. Shannon
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
927,938
|
|
|
1,855,875
|
|
|
—
|
|
—
|
|||
2018 Earned but Unpaid AIP Award(s) (b)
|
|
629,750
|
|
|
629,750
|
|
|
629,750
|
|
|
629,750
|
|
|
629,750
|
|
PSU Award Payout (c)
|
|
983,881
|
|
|
983,881
|
|
|
983,881
|
|
|
983,881
|
|
|
983,881
|
|
Value of Unvested Equity Awards (d)
|
|
390,821
|
|
|
390,821
|
|
|
390,821
|
|
|
390,821
|
|
|
390,821
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
—
|
|
1,542,063
|
|
|
—
|
|
—
|
||||
Outplacement (f)
|
|
—
|
|
—
|
|
25,000
|
|
|
—
|
|
—
|
||||
Health Benefits (g)
|
|
—
|
|
—
|
|
40,213
|
|
|
—
|
|
—
|
||||
Total
|
|
2,004,452
|
|
|
2,932,390
|
|
|
5,467,603
|
|
|
2,004,452
|
|
|
2,004,452
|
|
|
|
Retirement
($)
|
|
Involuntary
without
Cause
($)
|
|
Change in
Control
($)
|
|
Disability
($)
|
|
Death
($)
|
|||||
J. N. Braun
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
—
|
|
1,344,000
|
|
|
—
|
|
—
|
||||
2018 Earned but Unpaid AIP Award(s) (b)
|
|
353,005
|
|
|
353,005
|
|
|
353,005
|
|
|
353,005
|
|
|
353,005
|
|
PSU Award Payout (c)
|
|
522,293
|
|
|
522,293
|
|
|
522,293
|
|
|
522,293
|
|
|
522,293
|
|
Value of Unvested Equity Awards (d)
|
|
328,023
|
|
|
328,023
|
|
|
328,023
|
|
|
328,023
|
|
|
328,023
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Outplacement (f)
|
|
—
|
|
—
|
|
25,000
|
|
|
—
|
|
—
|
||||
Health Benefits (g)
|
|
—
|
|
—
|
|
40,213
|
|
|
—
|
|
—
|
||||
Total
|
|
1,203,321
|
|
|
1,203,321
|
|
|
2,612,534
|
|
|
1,203,321
|
|
|
1,203,321
|
|
T. P. Eckersley
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
—
|
|
1,575,900
|
|
|
—
|
|
—
|
||||
2018 Earned but Unpaid AIP Award(s) (b)
|
|
409,651
|
|
|
409,651
|
|
|
409,651
|
|
|
409,651
|
|
|
409,651
|
|
PSU Award Payout (c)
|
|
639,616
|
|
|
639,616
|
|
|
639,616
|
|
|
639,616
|
|
|
639,616
|
|
Value of Unvested Equity Awards (d)
|
|
393,915
|
|
|
393,915
|
|
|
1,082,928
|
|
|
1,082,928
|
|
|
1,082,928
|
|
Enhanced Retirement Benefits (e)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Outplacement (f)
|
|
—
|
|
—
|
|
25,000
|
|
|
—
|
|
—
|
||||
Health Benefits (g)
|
|
—
|
|
—
|
|
40,213
|
|
|
—
|
|
—
|
||||
Total
|
|
1,443,182
|
|
|
1,443,182
|
|
|
3,773,308
|
|
|
2,132,195
|
|
|
2,132,195
|
|
L. V. Moretti
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance (a)
|
|
—
|
|
—
|
|
1,340,044
|
|
|
—
|
|
—
|
||||
2018 Earned but Unpaid AIP Award(s) (b)
|
|
—
|
|
334,082
|
|
|
334,082
|
|
|
334,082
|
|
|
334,082
|
|
|
PSU Award Payout (c)
|
|
—
|
|
378,779
|
|
|
378,779
|
|
|
378,779
|
|
|
378,779
|
|
|
Value of Unvested Equity Awards (d)
|
|
—
|
|
—
|
|
146,162
|
|
|
146,162
|
|
|
146,162
|
|
||
Enhanced Retirement Benefits (e)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Outplacement (f)
|
|
—
|
|
—
|
|
25,000
|
|
|
—
|
|
—
|
||||
Health Benefits (g)
|
|
—
|
|
—
|
|
14,434
|
|
|
—
|
|
—
|
||||
Total
|
|
(h)
|
|
712,861
|
|
|
2,238,501
|
|
|
859,023
|
|
|
859,023
|
|
(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 2018 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 31, 2018 ($79.71).
|
(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 31, 2018 ($79.71) and (ii) the intrinsic value of the unvested stock options, which is calculated based on the difference between the closing stock price on December 31, 2018 ($79.71), 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 Messrs. Petratis, Shannon, Eckersley and Braun 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
|
|
3,815
|
|
|
—
|
|
|
1,266
|
|
K. S. Hachigian
|
|
4,748
|
|
|
—
|
|
|
1,266
|
|
N. Parent Haughey
|
|
—
|
|
|
—
|
|
|
1,266
|
|
D. I. Schaffer
|
|
4,584
|
|
|
—
|
|
|
1,266
|
|
C. L. Szews
|
|
—
|
|
|
—
|
|
|
1,266
|
|
M. E. Welch
|
|
4,639
|
|
|
—
|
|
|
1,266
|
|
D. D. Petratis
|
|
184,041
|
|
|
18,737
|
|
|
215,754
|
|
P. S. Shannon
|
|
22,050
|
|
|
21,618
|
|
|
64,007
|
|
J. N. Braun
|
|
8,129
|
|
|
—
|
|
|
8,273
|
|
T. P. Eckersley
|
|
7,251
|
|
|
8,279
|
|
|
60,651
|
|
L. V. Moretti
|
|
16,421
|
|
|
—
|
|
|
16,754
|
|
All directors and executive officers as a group (17 persons)(d)
|
|
295,483
|
|
|
48,634
|
|
|
432,224
|
|
(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
|
|
10,176,011 (b)
|
|
10.82%
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
|
|
7,552,673 (c)
|
|
8.03%
|
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
|
|
6,987,080 (d)
|
|
7.43%
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
|
6,900,253 (e)
|
|
7.34%
|
(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 filed with the SEC on February 11, 2019. The filing indicated that, as of December 31, 2018, Vanguard had sole voting power as to 126,063 shares, shared voting power as to 24,575 shares, sole dispositive power as to 10,039,269 shares and shared dispositive power as to 136,742 shares.
|
(c)
|
Information regarding T. Rowe Price Associates, Inc. and its stockholdings was obtained from a Schedule 13G filed with the SEC on February 14, 2019. The filing indicated that, as of December 31, 2018, T. Rowe Price had sole voting power as to 2,996,036 shares and sole dispositive power as to 7,552,673 shares.
|
(d)
|
Information regarding AllianceBernstein L.P. and its stockholdings was obtained from a Schedule 13G filed with the SEC on February 13, 2019. The filing indicated that, as of December 31, 2018, AllianceBernstein L.P. had sole voting power as to 6,074,653 shares, sole dispositive power as to 6,978,837 shares, and shared dispositive power as to 8,243 shares.
|
(e)
|
Information regarding Black Rock, Inc. and its stockholdings was obtained from a Schedule 13G filed with the SEC on February 4, 2019. The filing indicated that, as of December 31, 2018, BlackRock had sole voting power as to 5,948,960 shares and sole dispositive power as to 6,900,253 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)
|
|
4,630,603
|
|
|
$
|
25.02
|
|
|
3,369,397
|
|
Equity compensation plans not approved by security holders (2)
|
|
72,478
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,703,081
|
|
|
$
|
25.02
|
|
|
3,369,397
|
|
(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.
|