Filed by the Registrant | x | |
Filed by a Party other than the Registrant | o |
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. | ||
o | 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: | ||
o | Fee paid previously with preliminary materials. | ||
o | 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: |
Board Recommendation |
Dear Fellow Shareholders, Despite operating in an extremely competitive environment in 2017, Libbey remained committed to Creating Momentum. To guide Libbey through the intensely competitive global environment, we deliberately focused on our strategic goals of improving marketing capabilities with new product development and innovation, improving operating processes, systems and technology, and building winning teams that foster high performance and live our core values. We expect these operating strategies to lead to improved shareholder value. Our progress during 2017 with respect to these strategic initiatives was significant: • We launched our new e-commerce platform in July, with over 300 products introduced.• Our innovation and development of new products drove approximately $17.6 million of sales.• We launched over 600 new products at trade shows throughout the year.• We began implementation of a re-balance of our production footprint to improve cost and delivery.• We made significant progress in shaping a cohesive executive team that better represents our current structure and our path forward.• We introduced career development programs throughout the organization to offer our employees a structured framework in which to grow and to deepen our talent bench.This progress enabled us to deliver improved performance in the second half of 2017 and emerge as one of the strongest players in the global glass tableware and housewares industries. Building on these achievements, Libbey is entering 2018 motivated to continue transformational progress that will drive long-term success. We are confident in our management's ability to deliver improved financial performance. 2018 marks Libbey's 200th anniversary. We are proud to join the exclusive group of companies that claim a legacy spanning two centuries. The Libbey board of directors and management raise a glass to our shareholders, customers, and employees for their dedication and support during Libbey's first 200 years. We are excited to see what the next 200 years hold. Sincerely, John C. Orr Independent Lead Director | |
“To guide Libbey through the intensely competitive global environment, we deliberately focused on our strategic goals of improving marketing capabilities with new product development and innovation, improving operating processes, systems and technology, and building winning teams that foster high performance and live our core values. We expect these operating strategies to lead to improved shareholder value.” |
Improving marketing capabilities in new product development and innovation to drive profitable growth | ||||
• | We launched the new Urban Story® Collection as well as the Constellation™ Dinnerware Collection, which includes the first and exclusive use of the Microban® technology on ceramic dinnerware in the foodservice industry in the U.S. and Canada. (Microban® is a registered trademark of Microban Products Company.) |
• | Our Adjusted EBITDA (calculated as shown in Appendix A) for 2017 was $70.6 million, compared to $111.6 million in 2016. |
Comparison of Cumulative Five-Year Total Return | |
Company / Index | Base Period Dec 2010 | Indexed Returns Years Ending | ||||||||||||||||
Indexed Returns Years Ending | ||||||||||||||||||
Company / Index | Base Period Dec 2010 | Dec 2011 | Dec 2012 | Dec 2013 | Dec 2014 | Dec 2015 | Base Period Dec 2012 | Dec 2013 | Dec 2014 | Dec 2015 | Dec 2016 | Dec 2017 | ||||||
82.35 | 125.08 | 135.75 | 203.23 | 139.71 | 100 | 108.53 | 162.48 | 111.69 | 104.64 | 42.68 | ||||||||
Russell 2000 Index | 100 | 95.82 | 111.49 | 154.78 | 162.35 | 155.18 | 100 | 138.82 | 145.62 | 139.19 | 168.85 | 193.58 | ||||||
Peer Group | 100 | 92.69 | 122.92 | 173.45 | 175.44 | 171.83 | 100 | 146.62 | 132.39 | 131.81 | 172.23 | 233.12 |
Named Executive | Increase in Annual Base Salary (%) | 2014 SMIP Target Opportunity (%) | 2015 SMIP Target Opportunity (%) | 2014 LTIP Target Opportunity (%) | 2015 LTIP Target Opportunity (%) | |||||
Stephanie A. Streeter Chief Executive Officer | 3.0 | 100 | 100 | 250 | 300 | |||||
Sherry Buck VP, Chief Financial Officer | 11.8 | 65 | 70 | 140 | 140 | |||||
Anthony W. Gardner, Jr. VP, Chief Commercial Officer | 7.1 | 55 | 55 | 100 | 100 | |||||
Salvador Miñarro Villalobos VP, GM, US and Canada | 12.4 | 55 | 60 | 100 | 120 | |||||
James H. White VP, Chief Operating Officer | N/A | N/A | 75 | N/A | 150 |
IN PERSON | VIA MAIL | VIA PHONE | VIA INTERNET | |||
Bring the proxy card, notice document or email | ||||||
Voting Proposals and Board Recommendations |
PROPOSAL NO. 1 | |
ELECTION OF DIRECTORS | |
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I directors | |
The Board recommends a vote FOR each Director Nominee |
JOHN C. ORR, 67 | ||
Retired, Senior Vice President, International of OfficeMax Incorporated Director Since Independent | Retired, President, Chief Executive Officer of Director Since 2008 Independent Lead Director Since 2016 | |
Qualifications: • Significant financial expertise developed through her experience as a CFA and public company chief financial officer • Public company board and corporate governance experience • Executive leadership and U.S. and international operations experience Libbey Committees • Compensation • Nominating and Governance Other Current Public Company Boards • American Woodmark Corporation | Qualifications: • Extensive international manufacturing and plant management experience • Extensive organizational leadership experience • Public company board and corporate governance experience Libbey Committees • Audit • Nominating and Governance Chair Other Current Public Company Boards • None | |
DIRECTOR NOMINEES | |||||||||
ARE INDEPENDENT | HAVE SIGNIFICANT EXECUTIVE LEADERSHIP EXPERIENCE | HAVE OTHER PUBLIC COMPANY BOARD EXPERIENCE | HAVE U.S. AND INTERNATIONAL OPERATIONS EXPERIENCE |
Name and Age | Independent | Director Since | Libbey Committees | Other Current Public Company Boards | ||||
Carlos V. Duno, 70 | Yes | 2003 | C (Chair) | None | ||||
Owner and CEO, The Hire Firm | N&G | |||||||
William A. Foley, 70 | 1994 | Myers Industries, Inc. | ||||||
Chairman & CEO, Libbey Inc. | ||||||||
Ginger M. Jones, 53 | Yes | 2013 | A (Chair) | None | ||||
VP and CFO, Cooper Tire & Rubber Company | C | |||||||
Eileen A. Mallesch,62 | Yes | 2016 | A | Fifth Third Bancorp | ||||
SVP and CFO, property and casualty insurance business of | C | State Auto Financial Corp. | ||||||
Deborah G. Miller, 68 | Yes | 2003 | A | Sentinel Group Funds, Inc. | ||||
CEO, Enterprise Catalyst Group | N&G | |||||||
Steve Nave, 48 | Yes | 2017 | C | None | ||||
President, CEO and a |
BOARD SNAPSHOT |
INDEPENDENT | TENURE OF LESS THAN 5 YEARS | WOMEN | MINORITIES |
7/8 | 3/8 | 4/8 | 1/8 |
Executive Compensation |
ADVISORY SAY-ON-PAY | |
RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K. | |
The Board recommends a vote FOR this Proposal |
CEO | Element | Key Characteristics | NEOs | ||
BASE SALARY | |||||
Base Salary | Fixed component; reviewed annually | ||||
INCENTIVE-BASED PAY (Performance-Based; At Risk) | |||||
Annual cash incentive award under our SMIP | At-risk variable pay opportunity for short-term performance; based 50% on Adjusted Cash Earnings and 50% on Strategic Objectives; no guaranteed minimum payout; maximum payout of 200% of target | ||||
Long-term performance cash incentive awards under our LTIP | Formula-driven, at-risk cash award that comprises 50% of LTIP opportunity; based on ROIC for each year through 2017; no guaranteed minimum payout; maximum payout of 200% of target | ||||
TIME-BASED PAY (At Risk) | |||||
Nonqualified stock options (NQSOs) granted under our LTIP | Comprise 20% of LTIP opportunity; exercise price equal to closing stock price on grant date; generally awarded annually; vest ratably over four years; expire ten years from grant date | ||||
Restricted stock units (RSUs) granted under our LTIP | Comprise 30% of LTIP opportunity; vest ratably over four years; no dividends or voting rights with respect to unvested RSUs | ||||
SALARIES REDUCED | INCENTIVE PAYMENTS BELOW TARGET | OPTIONS UNDER WATER | DECLINE IN RSU VALUE | |||
Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017 | LTIP payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0% of target(1) | As of December 31, 2017, all NQSOs granted since 2010 are under water | RSUs granted in 2017 have declined in value since grant date |
CEO Target Pay Opportunity vs. Realizable Pay | |
Target Pay includes: annualized base salary at the rate in effect before May 1, 2017, voluntary reduction; 2017 SMIP target opportunity as estimated at the time of grant; performance cash target opportunity under the 2015 LTIP (for the 2015-2017 performance cycle); the grant date fair value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table. Realizable Pay includes: actual base salary; actual payout under the 2017 SMIP; actual performance cash payout under the 2015 LTIP (for the 2015-2017 performance cycle); the market value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table. The market value was determined by multiplying the number of RSUs by $7.52, the closing price of our common stock on the last trading day of 2017. The market value of all NQSOs granted in 2017 was $0, as all NQSOs granted in 2017 were under water as of December 31, 2017. |
WHAT WE DO | WHAT WE DON’T DO | |
• We tie pay to performance by ensuring that a significant portion of executive pay is performance-based or at-risk. We set clear financial and strategic goals for corporate performance, and we differentiate based on individual performance against objectives determined early in the year. • Periodically, we review market data relative to our peer group of companies, and we utilize tally sheets to ensure compensation opportunities are consistent with the Compensation Committee’s intent. • We mitigate undue risk by emphasizing long-term incentives and using caps on potential payouts under both our annual and long-term incentive plans, clawback provisions in our Omnibus Incentive Plans, reasonable retention strategies, performance targets and appropriate Board and management processes to identify and manage risk. • We have modest post-employment and change in control arrangements that apply to our executives, with severance multiples of less than or equal to 2x. • We utilize “double-trigger” vesting of equity awards and non-equity incentives after a change in control. • We provide only limited perquisites that we believe have a sound benefit to our business. • We have stock retention requirements to enhance alignment of our executives’ interests with those of our shareholders. • Our Compensation Committee retains an external, independent compensation consultant and other external advisors as needed. | • We do not maintain compensation programs that we believe create undue risks for our business. • We do not provide significant additional benefits to executive officers that differ from those provided to all other U.S. employees. • We do not permit repricing of stock options or SARs, nor do we permit buyouts of underwater stock options or SARs. • We do not permit hedging, pledging or engaging in transactions involving derivatives of our stock. • We do not have an employment agreement or change in control agreement with our CEO, nor is our CEO covered by our Executive Severance Compensation Policy. • We do not have employment agreements with our executive officers. • Our severance and change in control benefits do not include tax "gross-ups.". | |
Audit-Related Matters |
PROPOSAL NO. 3 | |
RATIFICATION OF INDEPENDENT AUDITORS | |
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal year | |
The Board recommends a vote FOR this Proposal |
PROPOSAL NO. 1 | |
ELECTION OF DIRECTORS | |
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I Directors. | |
The Board recommends a vote FOR each Director Nominee. |
Libbey Board of Directors |
REQUISITE CHARACTERISTICS FOR BOARD CANDIDATES • broad experience at the policy-making level in business, government, education, technology or public interest • commitment to enhancing shareholder value • devotion of sufficient time to carry out the duties of Board membership and to provide insight and practical wisdom based upon experience • expertise in areas that add strategic value to the Board - for example, e-commerce experience, consumer products experience; omni-channel experience; brand marketing experience; diversity of race, ethnicity, gender, age, cultural background or professional experience; broad international exposure or specific in-depth knowledge of a key geographic growth area; shared leadership model experience; extensive knowledge of the Company’s business or in a similar type industry or manufacturing environment; mergers and acquisitions; global business integration experience; significant sophisticated financial understanding or experience; global supply chain expertise; transformative change management experience; information technology or enterprise risk management implementation experience; sitting chief executive officer or chief financial officer of a public company; financial acumen; investor relations experience; and risk oversight or management experience • serve on the boards of directors of no more than three other public companies and, if intending to serve on the Audit Committee of the Board, serve on the audit committees of no more than two other public companies |
Total Shares Available | Equity Dilution: Percent of Basic Common Shares Outstanding | ||
Remaining shares authorized for future awards under the 2006 Omnibus Incentive Plan | 195,242 | 0.89% | |
Requested shares available under 2016 Omnibus Plan | 1,200,000 | 5.5% | |
Total shares authorized for future awards after approval of 2016 Omnibus Plan | 1,395,242 | 6.4% |
Outstanding Awards as of December 31, 2015(1) | |||||||||
Stock Options | Non-Vested RSUs | ||||||||
Range of Exercise Prices | # Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Life | ||||||
$1.01 -- $1.07 | 14,559 | $ | 1.04 | 3.14 | |||||
$10.13 -- $19.02 | 364,089 | $ | 16.34 | 6.00 | |||||
$21.53 -- $29.50 | 182,428 | $ | 23.82 | 8.25 | |||||
$37.23 -- $38.06 | 95,595 | $ | 37.92 | 9.24 | |||||
Total | 656,671 | ||||||||
315,434 |
Run Rate(1) | ||||||||
FY 2015 | FY 2014 | FY 2013 | 3-Year Average | |||||
(A) Stock options granted | 108,297 | 233,054 | 203,825 | 181,725 | ||||
(B) RSUs granted | 219,010 | 123,782 | 131,555 | 158,116 | ||||
(C) Weighted average basic common shares outstanding for fiscal year | 21,816,935 | 21,716,288 | 21,216,780 | 21,583,334 | ||||
Run Rate [(A)+(B))/(C)] | 1.5 | % | 1.6 | % | 1.6 | % | 1.6 | % |
LIBBEY 2016 OMNIBUS INCENTIVE PLAN | |||||
Name and Position | Dollar Value ($) | Estimated Number of Shares (#)(1) | |||
Carlos V. Duno, Director | 80,000 | 4,221 | |||
William A. Foley, Chairman of the Board | 80,000 | 4,221 | |||
Peter C. McC. Howell, Director | 80,000 | 4,221 | |||
Ginger M. Jones, Director | 80,000 | 4,221 | |||
Theo Killion, Director | 80,000 | 4,221 | |||
Deborah G. Miller, Director | 80,000 | 4,221 | |||
Carol B. Moerdyk, Director | 80,000 | 4,221 | |||
John C. Orr, Director | 80,000 | 4,221 | |||
All non-executive directors as a group | 640,000 | 33,738 | |||
(1) The estimate is based on the closing price of our common stock ($18.95) on the NYSE MKT exchange on March 11, 2016. The actual number of shares will be determined based on the closing price of our common stock on the NYSE MKT exchange on May 10, 2016. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(1) | Weighted Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | ||||||
Equity compensation plans approved by security holders | 1,059,284 | $ | 21.22 | 654,010 | |||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | ||||||
Total | 1,059,284 | $ | 21.22 | 654,010 | |||||
(1) This number includes 402,613 RSUs awarded under our 2006 Omnibus Incentive Plan. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||||
RBC Global Asset Management (U.S.) Inc.(1) | ||||||||||
100 South Fifth Street, Suite 2300 | ||||||||||
Minneapolis, MN 55402 | 2,164,833 | 9.9% | ||||||||
FMR LLC(2) | ||||||||||
245 Summer Street | ||||||||||
Boston, MA 02210 | 1,487,323 | 6.8% | ||||||||
Dimensional Fund Advisors LP(3) | ||||||||||
Building One | ||||||||||
6300 Bee Cave Road | ||||||||||
Austin, TX 78746 | 1,224,221 | 5.6% |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
Sherry Buck(1)(2) | 45,959 | * | ||||
Carlos V. Duno(3) | 33,668 | * | ||||
William A. Foley(3) | 99,811 | * | ||||
Anthony J. Gardner, Jr.(1)(2)(4) | 6,858 | * | ||||
Ginger M. Jones | 5,186 | * | ||||
Peter C. McC. Howell(3)(5) | 32,321 | * | ||||
Theo Killion | 2,968 | * | ||||
Deborah G. Miller(3) | 20,941 | * | ||||
Salvador Miñarro Villalobos(1)(2) | 77,772 | * | ||||
Carol B. Moerdyk(3) | 34,682 | * | ||||
John C. Orr(3) | 26,647 | * | ||||
Stephanie A. Streeter(1)(2)(4) | 170,998 | * | ||||
James H. White(1)(2) | 0 | * | ||||
Directors and Executive Officers as a Group(1)(2)(3)(4) | 432,897 | 1.98% |
CAROL B. MOERDYK | |||
Class I Age 67 Director since 1998 Independent | Director Qualifications: • Significant financial expertise developed through her experience as a CFA and public company chief financial officer • Public company board and corporate governance experience • Executive leadership and U.S. and international operations experience | ||
Professional Experience Ms. Moerdyk retired from OfficeMax Incorporated (formerly Boise Cascade Office Products Corporation) in 2007. At OfficeMax, she served as Senior Vice President, International from August 2004 until her retirement. Previously, she held various roles at Boise Cascade Office Products Corporation, including Senior Vice President Administration, Senior Vice President North American and Australasian Contract Operations, and Chief Financial Officer. Ms. Moerdyk began her professional career as an assistant professor of finance at the University of Maryland. Education Ms. Moerdyk is a Chartered Financial Analyst and holds a bachelor’s degree from Western Michigan University and a Ph.D. Candidate’s Certificate in finance from the University of Michigan. Libbey Committees Compensation; Nominating and Governance Public Company Boards Ms. Moerdyk has served on the Board of Directors of American Woodmark Corporation (NASDAQ: AMWD) since 2005. |
JOHN C. ORR | |||
Class I Age 67 Director since 2008 Independent Lead Director since 2016 | Director Qualifications: • Extensive international manufacturing and plant management experience • Extensive organizational leadership experience • Public company board and corporate governance experience | ||
Professional Experience From 2005 until his retirement in December 2015, Mr. Orr served as President, Chief Executive Officer, and a director of Myers Industries, Inc. (NYSE: MYE), an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. Before assuming those positions, Mr. Orr was President and Chief Operating Officer of Myers Industries and General Manager of Buckhorn Inc., a Myers Industries subsidiary. Mr. Orr’s earlier career included 28 years with The Goodyear Tire and Rubber Company, where he gained experience in production and plant management at facilities throughout North America and Australia, eventually holding such positions as Director of Manufacturing in Latin America and Vice President Manufacturing for the entire company worldwide. Education Mr. Orr holds a B.S. in communication from Ohio University and has additional training from Harvard Business School in business strategy, finance and operations. Libbey Committees Audit; Nominating and Governance Chair Public Company Boards Mr. Orr served on the Board of Myers Industries, Inc. (NYSE: MYE) from May 2005 to December 2015. |
WILLIAM A. FOLEY | |||
Class III Age 70 Chief Executive Officer since 2016 Chairman since 2011 Director since 1994 | Director Qualifications: • Consumer product marketing experience, particularly in the glass tableware industry • Significant organizational leadership and management skills • Public company board and corporate governance experience | ||
Professional Experience Mr. Foley has been Libbey’s Chief Executive Officer since January 12, 2016. Since 2011, he also has served as Chairman of the Board, on which he has served as a director since 1994. Mr. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.’s Specialty Products division. Mr. Foley spent the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group. Education Mr. Foley holds a bachelor’s degree from Indiana University and an M.B.A. from Ohio University. Public Company Boards Mr. Foley has been a member of the Board of Directors of Myers Industries, Inc. (NYSE: MYE) since 2011. |
DEBORAH G. MILLER | |||
Class III Age 68 Director since 2003 Independent | Director Qualifications: • Global management experience • Sales and marketing ingenuity • Extensive information technology experience | ||
Professional Experience From 2003 to the present, Ms. Miller has been the Chief Executive Officer of Enterprise Catalyst Group, a management consulting firm specializing in high technology and biotechnology transformational applications. Ms. Miller was also President, Chief Executive Officer and Chairman of Ascendent Systems, a provider of enterprise voice mobility solutions, from 2005 to 2007. Ms. Miller has more than 30 years of global management experience, including roles as Chief Executive Officer of Maranti Networks; President and Chief Executive Officer of Egenera; Chief Executive Officer of On Demand Software; and various positions with IBM. Throughout her career, Ms. Miller has contributed to the success of international business enterprises with her innovative approach to sales and marketing. Education Ms. Miller has a bachelor’s degree from Wittenberg University, of which she is an Emeritus member of the Board of Directors. Public Company Boards Ms. Miller has been a member of the Board of Directors of Sentinel Group Funds, Inc. (SENCX) since 1995. |
STEVE NAVE | |||
Class III Age 48 Nominated in 2017 Independent | Director Qualifications: • Extensive e-commerce experience • Deep knowledge of retail and consumer products industries • Significant executive leadership experience • Brand marketing expertise | ||
Professional Experience Mr. Nave is the retired President and Chief Executive Officer of Bluestem Group Inc., a holding company whose businesses include Bluestem Brands, Inc., a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise through 16 unique retail brands. Mr. Nave served in that position from November 2014, when a subsidiary of Bluestem Group Inc. acquired Bluestem Brands, Inc., until February 2018, when he retired. Mr. Nave continues to serve as a director of Bluestem Group Inc. (since November 2014). From December 2012 until November 2014, Mr. Nave served as President and Chief Executive Officer and a director of Bluestem Brands, Inc. Prior to Bluestem, Mr. Nave held several executive leadership positions with Walmart.com, from its launch in 2000 until 2011, including Chief Financial Officer, Chief Operating Officer, and most recently as its chief executive, as well as serving as a senior officer of Wal-Mart Stores, Inc. From 1995 to 2000 he served in both the Audit and Mergers & Acquisitions practices of Ernst & Young, LLP, serving clients in the Retail & Consumer Products and Technology industries. Mr. Nave previously served on the board of directors of Shopzilla, Inc., a leading source of sales and consumer feedback for online merchants and retail advertisers in the United States and Europe. Education Mr. Nave has a bachelor’s degree in Accounting from Oklahoma State University. Public Company Boards None. |
CARLOS V. DUNO | |||
Class II Age 70 Director since 2003 Independent | Director Qualifications: • Strategic planning in international organizations • Glass industry experience, both at Vitro S.A. and as a former director of Anchor Glass Container Corporation | ||
Professional Experience Mr. Duno is the Owner and Chief Executive Officer of The Hire Firm (since 2006), the premier recruiting and staffing firm in Education Mr. Duno holds a B.S. in industrial engineering from the National University of Mexico, and an M.B.A. in finance and an M.S. in industrial engineering, both from Columbia University. He also is certified in leadership and transition coaching by the Hudson Institute of Coaching. Public Company Boards None. |
GINGER M. JONES | ||||
Class II Age Director since Independent | Director Qualifications: • Experience as chief financial officer of a public company with over $2 billion in revenues • Significant executive leadership experience in financial strategy and experience in public audit functions, resulting in her qualification as an audit committee financial expert • Experience in global supply chain | |||
Professional Experience Ms. Jones is the Vice President, Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB), where she has served since December 2014. Education She holds a bachelor’s degree in accounting from the University of Utah and an M.B.A. from The Ohio State University Fisher College of Business. Public Company Boards None. | ||||
EILEEN A. MALLESCH | ||
Class II Age 62 Director since 2016 Independent | Director Qualifications: • Significant financial and enterprise risk management expertise • Public company board and corporate governance experience • Experience with mergers, acquisitions and divestitures • International business experience • Foodservice and consumer products industry knowledge | |
Professional Ms. Mallesch served as Senior Vice President and Chief Financial Officer of the property and casualty insurance business of Nationwide Insurance from 2005 to 2009. Previously, Ms. Mallesch was employed by General Electric, where she served as Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company from 2003 to 2005; Vice President and Chief Financial Officer of GE Financial Employer Services Group from 2000 to 2003; and Controller for GE Americom from 1998 to 2000. Ms. Mallesch’s positions before 2000 include International Business Area Controller, Energy Ventures for Asea Brown Boveri, Inc., a multinational power and automation technologies company, and financial management positions with PepsiCo, Inc. (NYSE: PEP). Ms. Mallesch is a certified public accountant and began her career as a senior auditor with Arthur Andersen. Ms. Mallesch holds a Public Company Ms. Mallesch currently serves on the boards of directors of Fifth Third Bancorp (NASDAQ:FITB) (since 2016) and State Auto Financial Corp. (NASDAQ: STFC) (since 2010) | ||
Responsibilities |
Board Structure |
HOW IS OUR BOARD LEADERSHIP STRUCTURED? | ||
INDEPENDENT LEAD DIRECTOR'S DUTIES | |||||
• Advising the Chairman and CEO as to an appropriate schedule of Board meetings, to ensure that the non-management directors can perform their duties responsibly while not interfering with ongoing company operations; • Approving with the Chairman and CEO the information, agenda and schedules for the Board and Committee | |||||
• Recommending to the Chairman the retention of advisors and consultants to report directly to the Board; • Calling meetings of the non-management directors; • Developing the agendas for and serving as Chairman of the executive sessions of the Board’s non-management directors; • Serving as principal liaison between the non-management directors and the Chairman and CEO on sensitive issues; • Recommending to the Nominating and Governance Committee the membership of various Board Committees, as well as the selection of Committee chairperson; • Serving as Chairman of the Board when the Chairman is not present; • Serving as ex-officio member of each committee and regularly attending committee meetings; and • Leading the evaluation of the CEO, including an annual evaluation of the CEO’s interactions with the directors and ability to lead and direct the full Board. |
AUDIT COMMITTEE | ||||||
Ginger Jones(1)(2), Chair Eileen A. Mallesch(1)(2) Deborah G. Miller(2) John C. Orr(1)(2) Number of 2017 Meetings: 7 | ||||||
COMPENSATION COMMITTEE | ||||||
Carlos V. Duno, Chair Ginger Jones Eileen A. Mallesch Carol B. Moerdyk Steve Nave Number of 2017 Meetings: 7 | • | Consider the potential impact of our executive pay program on our risk profile | ||||
• | Review executive pay at comparable companies and recommend to the Board pay levels and incentive compensation plans for our executives | |||||
• | Review and approve goals and objectives relevant to the targets of the executive incentive compensation plans | |||||
• | Establish the CEO’s pay, and in determining the long-term incentive compensation component of the CEO’s pay, consider the Company’s performance, relative shareholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to | |||||
• | ||||||
• | Produce an annual report on executive compensation for inclusion in the proxy statement or annual report on Form 10-K, as required by the SEC | |||||
• | Approve award grants | |||||
NOMINATING AND GOVERNANCE COMMITTEE | ||||||
John C. Orr, Chair Carlos V. Duno Deborah G. Miller Carol B. Moerdyk Number of 2017 Meetings: 4 | • | Develop and implement corporate governance policies and practices | ||||
• | Establish a selection process for new directors to meet the needs of the Board, | |||||
• | Review director pay and recommend to the Board pay levels for our non-management directors | • Review plans for both emergency and orderly succession of the CEO |
Audit Committee | Compensation Committee | Nominating and Governance Committee | ||||||||||
Director | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | ||||||
Carlos V. Duno | Chair | Chair | Member | Member | ||||||||
William A. Foley(1)(2)(3) | Member | Member | ||||||||||
Peter C. McC. Howell(2)(3)(4) | Member | Member | ||||||||||
Ginger Jones(2)(3) | Chair | Chair | Member | Member | ||||||||
Theo Killion(3) | Member | Member | Member | |||||||||
Deborah G. Miller(3) | Member | Member | Member | Member | ||||||||
Carol B. Moerdyk | Member | Member | Member | Member | ||||||||
John C. Orr(2)(3) | Member | Member | Chair | Chair |
(1) |
Determined by the Board to be qualified as an audit committee financial expert, as defined in SEC regulations. |
Determined by the Board to be financially sophisticated and literate and to have accounting and related financial management expertise, as those qualifications are interpreted by the Board in its business judgment. |
Board Processes |
Nature of Fees | 2015 Fees | 2014 Fees | ||||||
Audit Fees(1) | $ | 1,112,248 | $ | 1,108,245 | ||||
Audit Related Fees(2) | 115,200 | 80,000 | ||||||
Tax Fees(3) | 33,900 | 0 | ||||||
All Other Fees | 0 | 0 | ||||||
Total | $ | 1,261,348 | $ | 1,188,245 |
Non-Management Directors' Compensation |
ELEMENT OF COMPENSATION | ||
Annual Cash Retainer | $47,500 | |
Independent Lead Director Cash Retainer | $20,000 | |
Equity Award | On the date of each annual meeting of shareholders,outright grant of shares of common stock valued at $80,000 on the date of grant | |
Committee Chair Cash Retainers (in addition to Committee Member Cash Retainers) | $12,500 (Audit Committee and Compensation Committee) $6,500 (Nominating and Governance Committee) | |
Committee Member Cash Retainers | $7,500 (Audit Committee and Compensation Committee) $5,000 (Nominating and Governance Committee) | |
Other Fees | $500 per one-half day of service |
Director Compensation for Year Ended December 31, 2017 | |||||||||||
Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($) | Total ($) | ||||||
Carlos V. Duno | 72,500 | 79,998 | 0 | 0 | �� | 152,498 | |||||
Ginger M. Jones | 75,000 | 79,998 | 0 | 0 | 154,998 | ||||||
Eileen A. Mallesch | 62,500 | 79,998 | 0 | 0 | 142,498 | ||||||
Deborah G. Miller | 60,000 | 79,998 | 0 | 0 | 139,998 | ||||||
Carol B. Moerdyk | 60,000 | 79,998 | 0 | 0 | 139,998 | ||||||
Steve Nave | 37,303 | 0 | 0 | 0 | 37,303 | ||||||
John C. Orr | 90,000 | 79,998 | 0 | 0 | 169,998 |
(1) |
(2) |
(3) | ||
We do not maintain a pension plan for our non-management directors. We do not guarantee any particular rate of return on any pay deferred pursuant to our deferred compensation plans. Dividends on pay deferred into the Libbey Inc. phantom stock or measurement fund under our deferred compensation plans for non-management directors accrue only if and to the extent payable to holders of our common stock. Pay deferred into interest-bearing accounts under our deferred compensation plans for non-management directors does not earn an above-market return, as the applicable interest rate is the yield on ten-year treasuries. Pay deferred into other measurement funds under our deferred compensation plans for non-management directors does not earn an above-market return, as that pay earns a return only if and to the extent that the net asset value of the measurement fund into which the pay is deemed invested actually increases. |
ADVISORY SAY-ON-PAY | |
We are providing shareholders the opportunity to cast an advisory vote with respect to the following resolution: RESOLVED, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K. | |
The Board recommends a vote FOR this Proposal |
PAY OBJECTIVE | SUPPORTIVE COMPONENTS OF 2017 PAY PROGRAM | |
Support our business strategy; drive long-term performance and shareholder value | • Annual and long-term incentive plan performance measures focused on growing our business profitably, improving our ability to generate cash, and improving our return on invested capital (ROIC) • Strategic objectives that are closely tied to developing and executing our strategy | |
Align interests of executives and shareholders | • Performance-based annual and long-term incentive plans • 81% of our CEO’s target pay opportunity is “at-risk” • Growth in our stock price is required in order to deliver any value to named executives under NQSOs • RSUs directly align interests of executives and shareholders • Stock retention guidelines designed to require our executives to achieve ownership of meaningful amounts of our stock | |
Attract and retain highly talented and experienced senior executives who are key to implementing our strategy and achieving future success | • Market-driven total pay package • NQSO and RSU grants that vest ratably over four years | |
Align executive pay program with corporate governance best practices | • Limited perquisites (tax return preparation and financial planning, executive health screening program, limited ground transportation and airline club membership) • Limited severance pay arrangements • Stock retention guidelines designed to require executives to achieve ownership of meaningful amounts of our stock • Annual and long-term incentive awards and RSU and NQSO awards are subject to clawback |
Compensation Discussion and Analysis |
Named Executive | Title | |
Chairman and Chief Executive Officer | ||
Vice President, Chief Financial Officer since joining Libbey on March 30, 2017 | ||
Vice President, Interim Chief Financial Officer from January 1, 2017, until March 30, 2017; from March 30, 2017, until August 10, 2017, Ms. Smith served as Vice President, Corporate Controller, and from August 10, 2017, until her retirement on December 31, 2017, Ms. Smith served as Vice President, Finance Operations | ||
Annunciata (Nucci) Cerioli | Vice President, Chief | |
Susan A. Kovach | Vice President, General Counsel and Secretary since July 2004 | |
Salvador Miñarro Villalobos | Vice President, General Manager, | |
Carol Summersgill | Vice President, | |
PROFITABLE | ||||
Improving operating processes, systems and technology | ||||
SALARIES REDUCED | INCENTIVE PAYMENTS BELOW TARGET | OPTIONS UNDER WATER | DECLINE IN RSU VALUE | |||
Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017 | LTIP payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0% of target(1) | As of December 31, 2017, all NQSOs granted since 2010 are under water | RSUs granted in 2017 have declined in value since grant date |
Named Executive | Annualized Salary Before April 1, 2017 ($) | Annualized Salary Effective April 1, 2017 ($) | Annualized Salary Effective May 1, 2017(1) ($) | |||
W. Foley | 825,000 | 825,000 | 742,500 | |||
J. Burmeister | 375,000 | 375,000 | 356,250 | |||
V. Smith | 270,307 | 278,416 | 278,416 | |||
A. Cerioli | 440,004 | N/A | N/A | |||
S. Kovach | 343,250 | 353,548 | 335,870 | |||
S. Miñarro | 357,041 | 362,397 | 344,277 | |||
C. Summersgill | 300,000 | 309,000 | 293,550 |
◦ | After the Company's disappointing performance in 2017, including failure to achieve threshold with respect to the adjusted cash earnings metric of the 2017 SMIP, the Committee felt it was imperative to re-focus management on the primary drivers of cash earnings; |
◦ | Given the asset intensity of our business, as well as our relatively high degree of financial leverage, the Committee believes that adjusted EBITDA is an appropriate measure of core operating performance; |
◦ | Adjusted EBITDA is regularly used by the Company internally to measure profitability; and |
◦ | We believe adjusted EBITDA is used by investors, analysts and other interested parties in comparing our performance across reporting periods and in comparing Libbey to other companies with different capital and legal structures. |
• | For the same reasons as noted above with respect to the 2018 LTIP, in February 2018, the Committee modified the performance cash component of the 2016 LTIP (2016-2018 performance cycle) and 2017 LTIP (2017-2019 performance cycle) to provide that the performance metric for the 2018 and 2019 plan years would be based on adjusted EBITDA as opposed to ROIC. See "What pay did Libbey's executives receive for 2017? - Long-Term Performance-Based Compensation," below for additional information. |
Type of Pay | ||||||||
Key Characteristics | ||||||||
Base salary | ||||||||
Base salary | Fixed component; reviewed annually | Talent attraction and retention | ||||||
Incentive-Based Pay | ||||||||
Annual cash incentive award | At-risk variable pay opportunity for short-term performance; no guaranteed minimum payout; maximum payout equal to | |||||||
Formula-driven, at-risk cash award that comprises | ||||||||
NQSOs granted under our 2017 LTIP | Comprise 20% of LTIP opportunity; at risk; exercise price equal to closing stock price on | |||||||
RSUs granted under our 2017 LTIP | Comprise |
Element | ||||||||
Direct payment or reimbursement of | ||||||||
Welfare and retirement benefits | ||||||||
Medical, dental and life insurance benefits | ||||||||
2006) and | ||||||||
our Supplemental Retirement Benefit Plan | ||||||||
Limited Income Protection | Separation benefits under change in control agreements or our executive severance policy; contingent component payable only if employment is terminated under specified circumstances | Talent attraction and retention |
SALARY HIGHLIGHTS | • 10% voluntary salary reduction for CEO beginning May 1, 2017 • 5% voluntary salary reduction for other then-current executives beginning May 1, 2017 |
SMIP HIGHLIGHTS | • Annual Cash Incentive Award • Based 50% on Company's adjusted cash earnings and 50% on performance against strategic objectives • Below-target payouts ranging from 63% to 85% (excluding Ms. Cerioli) |
Named Executive | Target Award as a Percentage of Full-Year Base Salary | Target Award as Estimated in March 2017 ($) | Target Award based on Actual Full-Year Base Salary ($) | ||||
W. Foley | 100% | 825,000 | 770,000 | ||||
J. Burmeister | 60% | 169,922 | 162,812 | ||||
V. Smith | 40% | 110,556 | 110,556 | ||||
A. Cerioli | 60% | 267,962 | 66,001 | ||||
S. Kovach | 50% | 175,487 | 169,595 | ||||
S. Miñarro | 60% | 218,241 | 209,387 | ||||
C. Summersgill | 50% | 153,375 | 148,225 |
Adjusted Cash Earnings | ||||||||
Full-Year Cash Earnings (dollars in thousands) | Percent of Targeted Cash Earnings | Performance Level | Payout Percentage | |||||
$119,596 | 110.0% | Maximum | 200% | |||||
$108,724 | 100.0% | Target | 100% | |||||
$86,979 | 80.0% | Threshold | 50% | |||||
< $86,979 | < 80.0% | Below Threshold | 0% |
Item | Amount of Adjustment to Company-Wide Cash Earnings ($) | ||
Reorganization charges | 2,488,000 | ||
Mexico Goodwill Impairment | 79,700,000 | ||
Total | 82,188,000 |
Drive sales through innovation and new product development | |||||||||
Strategy Link: | Supports growth objective | Measure | Threshold | Target | Maximum | Actual Performance | |||
All except Mr. Foley | $12.6 million | $15.4 million | $17.6 million | ||||||
Weight: | 5.0% to 25.0% per applicable NEO | (2 rating) | (3 rating) | (5 rating) | |||||
5 rating | |||||||||
Enable digital capability and achieve e-commerce revenue growth | ||||||||
Strategy Link: | Supports growth objective | Measure | Threshold | Target | Maximum | Actual Performance | ||
Applicable NEOs: | All | E-commerce revenue growth attributable to brick & mortar and pure play retailers | 17.2% | 21.5% | 28.0% | 22.5% | ||
Weight: | 10.0% to 20.0% per applicable NEO | (2 rating) | (3 rating) | (5 rating) | 3.3 rating | |||
Develop talent | ||||||||
Strategy Link: | Supports organizational excellence | Measure | Threshold | Target | Maximum | Actual Performance | ||
Applicable NEOs: | All | Non-financial | Complete individual development plans and development meetings for all Top 40 leaders | Complete individual development plans and meetings for all top talent | In addition, each member of the leadership team leads a development training session | Completed individual development plans for all top talent plus each member of leadership team led a development training session | ||
Weight: | 10.0% to 25.0% per applicable NEO | |||||||
(3 rating) | (4 rating) | (5 rating) | 5 rating | |||||
Name | Individual Objective | |
Mr. Foley | • Develop corporate growth strategy | |
• Production network re-balancing assessment and implementation | ||
• Build customer relationships | ||
Mr. Burmeister | • Assess internal controls and improve enterprise risk management mitigation | |
• Establish business partnerships | ||
Ms. Smith | • Ensure smooth CFO and Corporate Controller transitions | |
• Fulfill duties as interim CFO | ||
Ms. Kovach | • Develop intellectual property strategy | |
• Oversee resolution of Mexican tax assessment | ||
Mr. Miñarro | • Manage U.S. & Canada inventory | |
• Achieve U.S. & Canada budgeted regional revenue | ||
Ms. Summersgill | • Executive leadership team development | |
• Create culture transformation strategy |
Strategic Objectives | ||
Overall Rating | Payout Percentage | |
above 4.5 | 176% - 200% | |
4.1 - 4.5 | 151% - 175% | |
3.6 - 4.0 | 126% - 150% | |
3.1 - 3.5 | 101% - 125% | |
2.6 - 3.0 | 76% - 100% | |
2.0 - 2.5 | 51% - 75% | |
below 2.0 | 0% - 50% |
Named Executive | Target Award as a Percentage of Full-Year Base Salary | Target Award based on Actual Full-Year Base Salary ($) | Cash Earnings Component Payout Score (50% of overall payout) | Strategic Objectives Component Payout Score (50% of overall payout) | Total Payout as Percent of Target | Actual Award ($) | |||||||
W. Foley | 100% | 770,000 | 0% | 150% | 75% | 577,500 | |||||||
J. Burmeister | 60% | 162,812 | 0% | 170% | 85% | 138,391 | |||||||
V. Smith | 40% | 110,556 | 0% | 150% | 75% | 82,917 | |||||||
A. Cerioli | 60% | 66,001 | 0% | 0% | 0% | 0 | |||||||
S. Kovach | 50% | 169,595 | 0% | 140% | 70% | 118,716 | |||||||
S. Miñarro | 60% | 209,387 | 0% | 126% | 63% | 131,914 | |||||||
C. Summersgill | 50% | 148,225 | 0% | 170% | 85% | 125,991 |
LTIP HIGHLIGHTS | • Long-term performance cash incentive award • Based on Company's ROIC for each year through 2017 and EBITDA for 2018 and each year thereafter • Below target payout of 19.7% for 2015 LTIP (for the 2015-2017 performance cycle) • 2016 LTIP (for 2016-2018 performance cycle) and 2017 LTIP (for 2017-2019 performance cycle) both tracking below target |
Named Executive | 2017 Target Long-Term Award as a Percentage of Annualized Base Salary | |
W. Foley | 300% | |
J. Burmeister | 100% | |
V. Smith | 70% | |
A. Cerioli | 120% | |
S. Kovach | 95% | |
S. Miñarro | 120% | |
C. Summersgill | 80% |
◦ | For any performance cycle of which 2015 is a part, our 2015 ROIC target was 12.9%. We achieved ROIC of 10.9% in 2015, resulting in a payout score for the 2015 calendar year of 0%, as determined according to the following scale: |
Basis Points Above or Below 2015 Targeted ROIC | Payout Score | |
+50 | 200% | |
0 | 100% | |
-70 | 50% | |
Less than -70 | 0% |
◦ | For any performance cycle of which 2016 is a part, our 2016 ROIC target was 10.8%. We achieved ROIC of 9.9% in 2016, resulting in a payout score for the 2016 calendar year of 59%, as determined according to the following scale: |
Basis Points Above or Below 2016 Targeted ROIC | Payout Score | |
+100 | 200% | |
0 | 100% | |
-150 | 25% | |
Less than -150 | 0% |
◦ | For any performance cycle of which 2017 is a part, our 2017 ROIC target was 9.2%. In setting the target, the Committee considered the Company's prior-year performance and alignment with the Company's annual operating plan and long-term strategic initiatives. The volatile global economy, decline in restaurant traffic, shift in retail sales toward e-commerce, and competitive pricing environment of 2016 were expected to continue in 2017. The realities of the business environment led the Company to shift its priorities from aggressive growth toward improving marketing and new product development capabilities and innovation, improving customer relationships, and simplifying the business - all of which would support future sustainable, profitable growth. The Committee believed that a 2017 ROIC target of 9.2% would prove sufficiently challenging to achieve. In February 2018, the Committee determined that we had achieved 2017 ROIC of 3.1%, resulting in a payout score for the 2017 calendar year of 0%, as determined according to the following scale: |
Basis Points Above or Below 2017 Targeted ROIC | Payout Score | |
+50 | 200% | |
0 | 100% | |
-100 | 50% | |
Less than -100 | 0% |
Named Executive | 2015 LTIP Cash Target ($) | 2015 LTIP Cash Payout ($) | 2015 LTIP Cash Payout as a Percentage of Target | |||
W. Foley(1) | 660,000 | 130,020 | 19.7% | |||
J. Burmeister(1) | 37,911 | 7,468 | 19.7% | |||
V. Smith | 65,802 | 12,963 | 19.7% | |||
A. Cerioli(1) | 105,012 | 20,687 | 19.7% | |||
S. Kovach | 124,153 | 24,458 | 19.7% | |||
S. Miñarro | 168,019 | 33,100 | 19.7% | |||
C. Summersgill(1) | 32,356 | 6,374 | 19.7% |
(1) | Prorated to reflect the portion of the performance cycle during which the named executive was employed. |
EQUITY HIGHLIGHTS | • Annual awards under LTIP, although mix may change from year to year • RSU value at time of award is equal to 30% of LTIP target opportunity • NQSO value at time of award is equal to 20% of LTIP target opportunity • 4-year ratable vesting |
PROXY-BASED PEER GROUP | ||
Actuant Corporation | Ethan Allen Interiors Inc. | Lifetime Brands, Inc. |
Barnes Group Inc. | Flexsteel Industries, Inc. | Lindsay Corporation |
Bassett Furniture Industries, Inc. | Graco, Inc. | Myers Industries, Inc. |
Callaway Golf Company | Helen of Troy Limited | Oxford Industries, Inc. |
Chart Industries, Inc. | Integra LifeSciences Holdings Corp. | Trex Company, Inc. |
Coherent, Inc. | iRobot Corporation | TriMas Corporation |
ESCO Technologies Inc. | La-Z-Boy Incorporated |
EQUILAR TOP 25 PEER GROUP | ||||
Apogee Enterprises, Inc. | Infinera Corporation | Oxford Industries, Inc. | ||
Callaway Golf Company | Integra LifeSciences Holding Corp. | |||
Coherent, Inc. | Kate Spade & Company | |||
Deckers Outdoor Corporation | Lindsay Corporation | Trex Company, Inc. | ||
ESCO Technologies Inc. | lululemon athletica inc. | TriMas Corporation | ||
Ethan Allen Interiors Inc. | M/A-COM Technology Solutions Holdings, Inc. | |||
MTS Systems Corporation |
2015 SMIP Payout | 2013 LTIP Performance Cash Payout | |||||||
Named Executive | ($) | ($) | ||||||
S. Streeter | 175,208 | 553,178 | ||||||
S. Buck | 71,581 | 149,548 | ||||||
A. Gardner | 49,569 | 47,481 | ||||||
S. Miñarro | 44,009 | 99,200 | ||||||
J. White | 40,891 | 40,058 |
Annualized Salary Before Increase | Annualized Salary After Increase | Increase in Annualized Salary | ||||
Named Executive | ($) | ($) | (%) | |||
S. Streeter | 775,000 | 798,250 | 3.0 | |||
S. Buck | 425,000 | 475,000 | 11.8 | |||
A. Gardner | 350,040 | 375,000 | 7.1 | |||
S. Miñarro | 311,499 | 350,040 | 12.4 | |||
J. White | N/A | N/A | N/A |
Revenue Growth (Net Sales) | Adjusted EBIT | Working Capital as a Percentage of Net Sales | ||||||||
Percent of Targeted Net Sales Achieved (%) | Performance Level | Payout Percentage (%) | Percent of Targeted Adjusted EBIT Achieved (%) | Performance Level | Payout Percentage (%) | Basis Points Above or Below Targeted (bps) | Performance Level | Payout Percentage (%) | ||
104 | Maximum | 200 | 106 | Maximum | 200 | -50 | Maximum | 200 | ||
100 | Target | 100 | 100 | Target | 100 | 0 | Target | 100 | ||
94.7 | Threshold | 50 | 93.2 | Threshold | 50 | +90 | Threshold | 50 | ||
Less than 94.7 | Below threshold | 0 | Less than 93.2 | Below threshold | 0 | More than +90 | Below threshold | 0 |
Item | Amount of Adjustment to Company-Wide Adjusted EBIT | |||
Pension settlement charge related to liquidation of Dutch pension plan | $ | 21,693,000 | ||
Reorganization charges | 4,316,000 | |||
Expense in connection with executive terminations | 870,000 | |||
Charges relating to Lower Ley Creek environmental obligation | 157,000 | |||
Income related to natural gas contract hedge ineffectiveness caused by changes in regulation | (218,000 | ) | ||
Impact of currency to reflect results at budgeted exchange rates | 3,618,000 | |||
Total | $ | 30,436,000 |
Percentage of Targeted Adjusted EBITDA Margin Achieved (%) | Payout Percentage (%) | If Targeted Net Debt to Adjusted EBITDA is Reduced By: (%) | Payout Percentage (%) | |||
Less than 80 | 0 | Less than 80 | 0 | |||
80 | 50 | 80 | 50 | |||
100 | 100 | 100 | 100 | |||
115 | 200 | 115 | 200 |
Death or Disability | Termination for Cause or Quit without Good Reason | Quit for Good Reason | Termination without Cause | Termination without Cause or Quit for Good Reason in connection with Change in Control | ||||||||
All Non-CEO NEOs | All Non-CEO NEOs | All Non-CEO NEOs | Mr. Burmeister(1) | All other Non-CEO NEOs | All Non-CEO NEOs | |||||||
Cash Severance | None | None | None | 6 months’ salary continuation + lump sum 50% of target annual incentive | 12 months’ salary continuation + lump sum target annual incentive | Lump sum 2x annual salary + target annual incentive(3) | ||||||
Annual Cash Incentive (SMIP) | None | None | None | Prorated for the year and subject to actual performance | Prorated for the year and subject to actual performance | |||||||
Long-Term Performance Cash Incentive | Prorated target award for any current performance cycle | None | Prorated for the performance cycles and subject to actual performance(1) | Prorated for the performance cycles and subject to actual performance(2) | Prorated for the performance cycles and subject to actual performance(2) | |||||||
Restricted Stock Units and Non-qualified Stock Options | All awards immediately vest | Forfeit all unvested awards | Forfeit all unvested awards | Awards scheduled to vest within 1 year immediately vest | All awards immediately vest | |||||||
Health, Welfare and Other Benefits | Benefits only | Accrued Benefits only | Accrued Benefits only | Accrued Benefits; 6 months’ continued dental/health benefits; 1 year outplacement services | Accrued Benefits; 1 year continued dental/health benefits; 1 year outplacement services | Accrued Benefits; 18 months continued dental/health/life insurance benefits; outplacement services with cost to Libbey ≤15% base salary; financial planning services with cost to Libbey ≤$10,000 | ||||||
Conditions to Payment of Benefits | ||||||||||||
None | None | |||||||||||
claims against Libbey; Confidentiality obligations; Obligation to assign intellectual property rights; Obligation to assist with litigation; 1 year obligation not to interfere with customer accounts, compete, divert business opportunities, solicit our employees, or disparage us |
(1) |
December 31, 2017. If | |||||||
(2) |
Amounts paid under our SMIP and the performance cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle. |
Carlos V. Duno, Chair | |
Ginger M. Jones | |
Eileen A. Mallesch Carol B. Moerdyk Steve Nave |
Executive Compensation Tables |
Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||
Stephanie A. Streeter | 2015 | 792,438 | 960,406 | 517,050 | 728,386 | 73,677 | 3,071,957 | ||||||||||||
Chief Executive Officer(6) | 2014 | 768,750 | 4,436,131 | 413,043 | 941,930 | 44,259 | 6,603,573 | ||||||||||||
2013 | 743,751 | 735,998 | 2,718,936 | 1,079,594 | 41,538 | 5,319,839 | |||||||||||||
Sherry Buck | 2015 | 462,500 | 245,784 | 132,320 | 221,129 | 41,651 | 1,103,384 | ||||||||||||
Vice President, Chief Financial Officer | 2014 | 386,907 | 217,148 | 112,263 | 311,530 | 35,988 | 1,063,836 | ||||||||||||
2013 | 360,500 | 198,968 | 100,423 | 280,950 | 81,553 | 1,022,394 | |||||||||||||
Anthony W. Gardner, Jr. | 2015 | 388,761 | 244,588 | 77,851 | 97,050 | 797,226 | 1,605,476 | ||||||||||||
Vice President, Chief Commercial Officer(7) | |||||||||||||||||||
Salvador Miñarro Villalobos | 2015 | 373,902 | 617,047 | 93,409 | 143,209 | 71,138 | 1,298,705 | ||||||||||||
Vice President, General Manager, U.S. & Canada(8) | |||||||||||||||||||
James H. White | 2015 | 246,591 | 1,561,933 | 148,879 | 80,949 | 13,980 | 2,052,332 | ||||||||||||
Vice President, Chief Operating Officer(9) |
Summary Compensation Table |
Change in | |||||||||||||||||||||
Pension | |||||||||||||||||||||
Value and | |||||||||||||||||||||
Nonqualified | |||||||||||||||||||||
Non-Equity | Deferred | ||||||||||||||||||||
Stock | Option | Incentive | Compensation | All Other | |||||||||||||||||
Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||
Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ($) | ||||||||||||
William A. Foley | 2017 | 770,000 | 0 | 544,611 | 322,592 | 707,520 | 0 | 120,649 | 2,465,372 | ||||||||||||
Chairman and | 2016 | 804,185 | 0 | 1,037,687 | 532,688 | 801,520 | 0 | 110,050 | 3,286,130 | ||||||||||||
Chief Executive Officer(8) | |||||||||||||||||||||
James C. Burmeister | 2017 | 271,354 | 100,000 | 76,808 | 47,057 | 145,859 | 0 | 25,752 | 666,830 | ||||||||||||
Vice President, | |||||||||||||||||||||
Chief Financial Officer(9) | |||||||||||||||||||||
Veronica L. Smith | 2017 | 276,389 | 225,000 | 41,637 | 24,660 | 95,880 | 0 | 30,600 | 694,166 | ||||||||||||
former Vice President, Interim | |||||||||||||||||||||
Chief Financial Officer(10) | |||||||||||||||||||||
Annunciata Cerioli | 2017 | 110,001 | 0 | 0 | 0 | 20,687 | 0 | 803,825 | 934,513 | ||||||||||||
former Vice President, | 2016 | 424,670 | 0 | 185,728 | 103,312 | 214,012 | 0 | 60,679 | 988,401 | ||||||||||||
Chief Supply Chain Officer(11) | 2015 | 377,646 | 0 | 244,588 | 77,851 | 86,713 | 0 | 27,435 | 814,233 | ||||||||||||
Susan A. Kovach | 2017 | 339,189 | 0 | 71,754 | 42,500 | 143,174 | 22,060 | 33,959 | 652,636 | ||||||||||||
Vice President, General | 2016 | 341,568 | 0 | 123,696 | 68,809 | 209,254 | 21,812 | 34,191 | 799,330 | ||||||||||||
Counsel & Secretary | 2015 | 334,070 | 0 | 128,214 | 69,025 | 123,403 | 0 | 24,320 | 679,032 | ||||||||||||
Salvador Miñarro Villalobos | 2017 | 348,978 | 0 | 94,283 | 55,844 | 165,014 | 0 | 77,171 | 741,290 | ||||||||||||
Vice President, General | 2016 | 355,291 | 0 | 162,528 | 90,407 | 241,106 | 0 | 98,845 | 948,177 | ||||||||||||
Manager U.S. & Canada(12) | 2015 | 373,902 | 0 | 617,047 | 93,409 | 143,209 | 0 | 71,138 | 1,298,705 | ||||||||||||
Carol Summersgill | 2017 | 296,450 | 0 | 52,808 | 31,279 | 132,365 | 0 | 51,216 | 564,118 | ||||||||||||
Vice President, | |||||||||||||||||||||
Human Resources(13) |
(1) |
(2) | As to Mr. Burmeister for 2017, represents a signing bonus. As to Ms. Smith, represents a retention award in connection with her appointment as Interim Chief Financial Officer. |
(3) | Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to RSUs granted in 2017, 2016 and 2015, |
Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to NQSOs |
Represents |
(7) | For 2017, includes: (i) annual company matching contributions to our 401(k) savings plan (a broad-based plan open to all U.S. salaried employees); |
Housing | ||||||||||||||||||
Tax | Allowance, | Annual | ||||||||||||||||
EDCP | Prep / | Commuting | Executive | |||||||||||||||
Matching | Financial | or Relocation | Tax | Ground | Airline Club | Physical | Legal | |||||||||||
Contribution | Planning | Assistance | Gross-Up | Transport | Membership | Exam | Fees | Total | ||||||||||
Named Executive | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($) | ($) | ($)(f) | ($) | |||||||||
W. Foley | 29,700 | 14,334 | 51,477 | 5,908 | 1,307 | 495 | 1,528 | 0 | 104,749 | |||||||||
J. Burmeister | 0 | 7,378 | 0 | 0 | 22 | 0 | 3,246 | 0 | 10,646 | |||||||||
R. Smith | 0 | 14,400 | 0 | 0 | 0 | 0 | 0 | 0 | 14,400 | |||||||||
A. Cerioli | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
S. Kovach | 3,359 | 14,400 | 0 | 0 | 0 | 0 | 0 | 0 | 17,759 | |||||||||
S. Miñarro | 0 | 10,889 | 32,266 | 11,102 | 173 | 0 | 3,671 | 5,569 | 63,670 | |||||||||
C. Summersgill | 0 | 14,119 | 13,489 | 3,629 | 1,775 | 0 | 3,084 | 0 | 36,096 |
(a) | Annual company matching contributions to our |
(b) | The cost |
(c) | As to Mr. Foley, represents a $45,000 allowance for housing in the Toledo, Ohio, area since Mr. Foley’s primary home is in the Cleveland, Ohio metropolitan area and $6,477 in expenses related to commuting between Cleveland and Toledo. As to Mr. Miñarro and Ms. Summersgill, represents relocation expense. |
(d) | As to Mr. Foley, represents tax gross-up on commuting expense. As to Mr. Miñarro and Mr. Summersgill, represents tax gross-up on relocation expense. |
(e) | Includes our incremental cost for ground transportation for personal and business trips from the Toledo, Ohio, area to the Detroit / Wayne County Metropolitan |
Named Executive | EDCP Matching Contribution ($) | Tax Return Preparation / Financial Planning ($) | Relocation Assistance ($)(a) | Ground Transport ($)(b) | Airline Club Membership ($) | Supplemental Medical Insurance ($) | Total ($) | ||||||||||||||
S. Streeter | 29,934 | 25,000 | 0 | 2,147 | 695 | 0 | 57,776 | ||||||||||||||
S. Buck | 10,688 | 12,598 | 0 | 2,015 | 450 | 0 | 25,751 | ||||||||||||||
A. Gardner | 6,052 | 2,700 | 0 | 3,240 | 695 | 0 | 12,687 | ||||||||||||||
S. Miñarro | 0 | 0 | 54,000 | 942 | 0 | 7,135 | 62,077 | ||||||||||||||
J. White | 10,500 | 0 | 0 | 3,480 | 0 | 0 | 13,980 |
(8) | Mr. Foley assumed his role as CEO effective January |
Mr. |
Ms. Smith was appointed Interim Chief Financial Officer effective January 1, 2017. Ms. Smith retired on December 31, 2017. |
(11) | Ms. Cerioli was hired on December 1, 2014. Her employment ended March 31, 2017. |
(12) | Mr. Miñarro was named Vice President, General Manager, U.S. and Canada, on April 1, 2015. He previously served as Vice President, General Manager, Latin America. |
Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | ||||||||||||||||||||||
Named Executive | Plan Name | Award Date(1) | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||
S. Streeter | 2015 SMIP | 3/18/2015 | 198,110 | 792,438 | 1,782,986 | |||||||||||||||||||||
2015 LTIP (cash component) | 3/18/2015 | 465,000 | 930,000 | 1,860,000 | ||||||||||||||||||||||
2015 LTIP (RSUs) | 2/16/2015 | 3/2/2015 | 25,985 | 960,406 | ||||||||||||||||||||||
2015 LTIP (NQSOs) | 2/16/2015 | 3/2/2015 | 35,094 | 38.06 | 517,050 | |||||||||||||||||||||
S. Buck | 2015 SMIP | 3/18/2015 | 80,938 | 323,750 | 728,438 | |||||||||||||||||||||
2015 LTIP (cash component) | 3/18/2015 | 119,000 | 238,000 | 476,000 | ||||||||||||||||||||||
2015 LTIP (RSUs) | 2/16/2015 | 3/2/2015 | 6,650 | 245,784 | ||||||||||||||||||||||
2015 LTIP (NQSOs) | 2/16/2015 | 3/2/2015 | 8,981 | 38.06 | 132,320 | |||||||||||||||||||||
A. Gardner | 2015 SMIP | 3/18/2015 | 56,049 | 224,194 | 504,437 | |||||||||||||||||||||
2015 LTIP (cash component) | 3/18/2015 | 70,008 | 140,016 | 280,032 | ||||||||||||||||||||||
2015 LTIP (RSUs) | 2/16/2015 | 3/2/2015 | 3,912 | 144,588 | ||||||||||||||||||||||
2015 LTIP (NQSOs) | 2/16/2015 | 3/2/2015 | 5,284 | 38.06 | 77,851 | |||||||||||||||||||||
Omnibus Plan (RSUs) | 6/11/2015 | 6/12/2015 | 2,500 | 100,000 | ||||||||||||||||||||||
S. Miñarro | 2015 SMIP | 3/18/2015 | 49,762 | 199,046 | 447,854 | |||||||||||||||||||||
2015 LTIP (cash component) | 3/18/2015 | 84,010 | 168,019 | 336,038 | ||||||||||||||||||||||
2015 LTIP (RSUs) | 2/16/2015 | 3/2/2015 | 4,695 | 173,527 | ||||||||||||||||||||||
2015 LTIP (NQSOs) | 2/16/2015 | 3/2/2015 | 6,340 | 38.06 | 93,409 | |||||||||||||||||||||
Omnibus Plan (RSUs) | 2/16/2015 | 3/2/2015 | 12,000 | 443,520 | ||||||||||||||||||||||
J. White | 2015 SMIP | 7/28/2015 | 46,236 | 184,943 | 416,122 | |||||||||||||||||||||
2015 LTIP (cash component) | 7/28/2015 | 129,659 | 259,318 | 518,636 | ||||||||||||||||||||||
2014 LTIP (cash component) | 7/28/2015 | 77,159 | 154,318 | 308,636 | ||||||||||||||||||||||
2013 LTIP (cash component) | 7/28/2015 | 24,659 | 49,318 | 98,636 | ||||||||||||||||||||||
2015 LTIP (RSUs) | 7/28/2015 | 8/3/2015 | 8,207 | 296,683 | ||||||||||||||||||||||
2015 LTIP (NQSOs) | 7/28/2015 | 8/3/2015 | 12,305 | 37.23 | 148,879 | |||||||||||||||||||||
Omnibus Plan (sign-on RSUs) | 7/28/2015 | 8/3/2015 | 35,000 | 1,265,250 |
Grants of Plan-Based Awards Table |
All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | ||||||||||||||||||||
Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2) | |||||||||||||||||||||||
Named Executive | Plan Name | Award Date(1) | Grant Date(1) | Threshold | Target | Maximum | |||||||||||||||||
($) | ($) | ($) | (#)(3) | (#)(4) | ($/Sh) | ($)(5) | |||||||||||||||||
W. Foley | 2017 SMIP | 3/24/17 | 206,250 | 825,000 | 1,650,000 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 618,750 | 1,237,500 | 2,475,000 | |||||||||||||||||||
2017 LTIP (RSU) | 2/13/17 | 3/1/17 | 43,779 | 544,611 | |||||||||||||||||||
2017 LTIP (NQSO) | 2/13/17 | 3/1/17 | 88,550 | 13.60 | 322,592 | ||||||||||||||||||
J. Burmeister | 2017 SMIP | 3/24/17 | 42,481 | 169,922 | 339,844 | ||||||||||||||||||
2017 LTIP (cash) | 3/16/17 | 86,216 | 172,432 | 344,864 | |||||||||||||||||||
2016 LTIP (cash) | 3/16/17 | 21,966 | 87,865 | 175,730 | |||||||||||||||||||
2015 LTIP (cash) | 3/16/17 | 18,956 | 37,911 | 75,822 | |||||||||||||||||||
2017 LTIP (RSU) | 3/16/17 | 5/3/17 | 9,344 | 76,808 | |||||||||||||||||||
2017 LTIP (NQSO) | 3/16/17 | 5/3/17 | 21,186 | 9.38 | 47,057 | ||||||||||||||||||
R. Smith | 2017 SMIP | 3/24/17 | 27,639 | 110,556 | 221,112 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 47,304 | 94,607 | 189,214 | |||||||||||||||||||
2017 LTIP (RSU) | 2/13/17 | 3/1/17 | 3,347 | 41,637 | |||||||||||||||||||
2017 LTIP (NQSO) | 2/13/17 | 3/1/17 | 6,769 | 13.60 | 24,660 | ||||||||||||||||||
A. Cerioli | 2017 SMIP | 3/24/17 | 66,991 | 267,962 | 535,924 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 132,001 | 264,002 | 528,004 | |||||||||||||||||||
S. Kovach | 2017 SMIP | 3/24/17 | 43,872 | 175,487 | 350,974 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 81,522 | 163,044 | 326,088 | |||||||||||||||||||
2017 LTIP (RSU) | 2/13/17 | 3/1/17 | 5,768 | 71,754 | |||||||||||||||||||
2017 LTIP (NQSO) | 2/13/17 | 3/1/17 | 11,666 | 13.60 | 42,500 | ||||||||||||||||||
S. Miñarro | 2017 SMIP | 3/24/17 | 53,294 | 213,175 | 426,350 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 107,113 | 214,225 | 428,450 | |||||||||||||||||||
2017 LTIP (RSU) | 2/13/17 | 3/1/17 | 7,579 | 94,283 | |||||||||||||||||||
2017 LTIP (NQSO) | 2/13/17 | 3/1/17 | 15,329 | 13.60 | 55,844 | ||||||||||||||||||
C. Summersgill | 2017 SMIP | 3/24/17 | 38,344 | 153,375 | 306,750 | ||||||||||||||||||
2017 LTIP (cash) | 2/13/17 | 60,000 | 120,000 | 240,000 | |||||||||||||||||||
2017 LTIP (RSU) | 2/13/17 | 3/1/17 | 4,245 | 52,808 | |||||||||||||||||||
2017 LTIP (NQSO) | 2/13/17 | 3/1/17 | 8,586 | 13.60 | 31,279 |
(1) | For |
(2) | Represents the range, as estimated on the award date, of possible cash awards under (a) our 2017 SMIP and (b) the performance cash component of our 2017 LTIP. |
(a) | Under our SMIP, each named executive is eligible for an annual incentive award in an amount up to 200% of the executive officer’s target award, which in turn is a percentage of the executive’s anticipated full-year base salary, as set forth in the following table: |
Target Award as a Percentage of Anticipated Full-Year Base Salary | ||
Named Executive | (%) | |
W. Foley | 100 | |
J. Burmeister | 60 | |
V. Smith | 40 | |
A. Cerioli | 60 | |
S. Kovach | 50 | |
S. Miñarro | 60 | |
C. Summersgill | 50 |
(b) | Under the performance cash component of our 2017 LTIP, each named executive is eligible for a cash award in an amount up to 200% of the named executive’s target award. Each named executive’s target award under the performance cash component is 50% of the named executive’s target award under all components of the relevant LTIP. The target awards are based on the named executives’ respective annualized base salaries as of January 1, 2017 (in the case of Mr. Burmeister, March 30, 2017). Each named executive’s target award under all components of the 2017 LTIP is set forth in the following table: |
2017 Target Long-Term Award as a Percentage of Annualized Base Salary | 2017 LTIP Performance Cash Target as a Percentage of Annualized Base Salary | |||
Named Executive | (%) | (%) | ||
W. Foley | 300 | 150 | ||
J. Burmeister | 100 | 50 | ||
V. Smith | 70 | 35 | ||
A. Cerioli | 120 | 60 | ||
S. Kovach | 95 | 48 | ||
S. Miñarro | 120 | 60 | ||
C. Summersgill | 80 | 40 |
Basis Points Above or Below | Payout Score | |||
2017 Targeted ROIC | (%) | |||
+150 | 200 | |||
0 | 100 | |||
-100 | 50 | |||
Less than -100 | 0 | |||
(3) | Represents grants of RSUs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. Burmeister and February 17, 2018 for all other |
(4) | Represents grants of NQSOs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. |
(5) | Represents the respective grant date fair values, determined in accordance with FASB ASC Topic 718, of the RSUs and NQSOs. |
Outstanding Equity Awards at Fiscal Year-End |
Option Awards | Stock Awards | |||||||||||||||
Named Executive | Award Date(1) | Grant Date(1)(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | ||||||||
W. Foley | 1/11/16 | 2/25/16 | 31,650 | 94,948 | 17.13 | 2/25/26 | 44,891 | 337,580 | ||||||||
2/13/17 | 3/1/17 | 0 | 88,550 | 13.60 | 3/1/27 | 43,779 | 329,218 | |||||||||
J. Burmeister | 3/16/17 | 5/3/17 | 0 | 21,186 | 9.38 | 5/3/27 | 9,344 | 70,267 | ||||||||
V. Smith(6) | 2/7/11 | 2/10/11 | 2,500 | 0 | 17.00 | 3/31/18 | 0 | 0 | ||||||||
2/6/12 | 2/17/12 | 2,500 | 0 | 13.95 | 3/31/18 | 0 | 0 | |||||||||
2/11/13 | 2/22/13 | 3,216 | 0 | 19.02 | 2/22/23 | 0 | 0 | |||||||||
2/17/14 | 2/24/14 | 3,651 | 0 | 23.02 | 2/24/24 | 0 | 0 | |||||||||
2/16/15 | 3/2/15 | 1,242 | 0 | 38.06 | 3/31/18 | 0 | 0 | |||||||||
2/8/16 | 2/25/16 | 2,241 | 0 | 17.13 | 3/31/18 | 0 | 0 | |||||||||
A. Cerioli(7) | ||||||||||||||||
S. Kovach | 2/4/08 | 2/15/08 | 3,621 | 0 | 15.35 | 2/15/18 | ||||||||||
2/7/11 | 2/10/11 | 3,625 | 0 | 17.00 | 2/10/21 | |||||||||||
2/6/12 | 2/17/12 | 4,624 | 0 | 13.95 | 2/17/22 | |||||||||||
2/11/13 | 2/22/13 | 6,902 | 0 | 19.02 | 2/22/23 | |||||||||||
2/17/14 | 2/24/14 | 4,810 | 1,603 | 23.02 | 2/24/24 | 1,409 | 10,596 | |||||||||
2/16/15 | 3/2/15 | 2,343 | 2,342 | 38.06 | 3/2/25 | 1,734 | 13,040 | |||||||||
2/8/16 | 2/25/16 | 4,089 | 12,264 | 17.13 | 2/25/26 | 5,798 | 43,601 | |||||||||
2/13/17 | 3/1/17 | 0 | 11,666 | 13.60 | 3/1/27 | 5,768 | 43,375 | |||||||||
S. Miñarro | 2/4/08 | 2/15/08 | 3,200 | 0 | 15.35 | 2/15/18 | ||||||||||
2/9/09 | 2/27/09 | 3,500 | 0 | 1.01 | 2/27/19 | |||||||||||
2/8/10 | 2/11/10 | 6,000 | 0 | 10.13 | 2/11/20 | |||||||||||
12/6/10 | 12/31/10 | 20,000 | 0 | 15.47 | 12/31/20 | |||||||||||
2/7/11 | 2/10/11 | 7,000 | 0 | 17.00 | 2/10/21 | |||||||||||
2/6/12 | 2/17/12 | 7,500 | 0 | 13.95 | 2/17/22 | |||||||||||
7/5/12 | 8/1/12 | 3,597 | 0 | 13.96 | 8/1/22 | |||||||||||
2/11/13 | 2/22/13 | 7,918 | 0 | 19.02 | 2/22/23 | |||||||||||
2/17/14 | 2/24/14 | 4,937 | 1,645 | 23.02 | 2/24/24 | 1,446 | 10,874 | |||||||||
2/16/15 | 3/2/15 | 3,170 | 3,170 | 38.06 | 3/2/25 | 8,347 | 62,769 | |||||||||
2/8/16 | 2/25/16 | 5,372 | 16,114 | 17.13 | 2/25/26 | 7,618 | 57,287 | |||||||||
2/13/17 | 3/1/17 | 0 | 15,329 | 13.60 | 3/1/27 | 7,579 | 56,994 | |||||||||
C. Summersgill | 4/13/15 | 5/18/15 | 1,116 | 8,392 | ||||||||||||
12/11/15 | 12/11/15 | 1,250 | 9,400 | |||||||||||||
2/8/16 | 2/25/16 | 2,267 | 17,048 | |||||||||||||
8/18/16 | 9/1/16 | 1,125 | 8,460 | |||||||||||||
2/13/17 | 3/1/17 | 0 | 8,586 | 13.60 | 3/1/27 | 4,245 | 31,922 |
(1) | Except with respect to the award made to Ms. Summersgill in December 2015, the Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs, as the case may be, awarded. |
Revenue Growth (Net Sales) | Adjusted EBIT | Working Capital as a Percentage of Net Sales | |||||
Approximate Percent of Targeted (%) | Payout as a Percentage of Target Payout (%) | Approximate Percent of Targeted (%) | Payout as a Percentage of Target Payout (%) | Basis Points Above or Below Targeted (bps) | Payout as a Percentage of Target Payout (%) | ||
104 | 200 | 106 | 200 | -50 | 200 | ||
100 | 100 | 100 | 100 | 0 | 100 | ||
94.7 | 50 | 93.2 | 50 | +90 | 50 | ||
Less than 94.7 | 0 | Less than 93.2 | 0 | More than +90 | 0 |
Named Executive | 2015 Target Long-Term Award as a Percentage of Annualized Base Salary (%) | 2015 LTIP Performance Cash Target as Percentage of Annualized Base Salary (%) | ||
S. Streeter | 300 | 120 | ||
S. Buck | 140 | 56 | ||
A. Gardner | 100 | 40 | ||
S. Miñarro | 120 | 48 | ||
J. White | 150 | 60 |
Basis Points Above or Below 2015 Targeted ROIC | Payout Score (%) | |||
+50 | 200 | |||
0 | 100 | |||
-70 | 50 | |||
Less than -70 | 0 |
�� | Option Awards | Stock Awards | |||||||||||||||||||
Named Executive | Award Date(1) | Grant Date(1)(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |||||||||||||
S. Streeter(5) | 6/21/2011 | 7/29/2011 | 30,382 | 0 | 15.47 | 7/29/2021 | |||||||||||||||
2/6/2012 | 2/17/2012 | 18,315 | 6,104 | 13.95 | 2/17/2022 | 9,495 | 202,433 | ||||||||||||||
2/11/2013 | 2/22/2013 | 22,077 | 22,077 | 19.02 | 2/22/2023 | 19,348 | 412,499 | ||||||||||||||
12/9/2013 | 12/16/2013 | 0 | 240,829 | 21.29 | 12/16/2023 | ||||||||||||||||
12/9/2013 | 2/24/2014 | 115,687 | 2,466,447 | ||||||||||||||||||
2/17/2014 | 2/24/2014 | 9,879 | 29,636 | 23.02 | 2/24/2024 | 26,030 | 554,960 | ||||||||||||||
2/16/2015 | 3/2/2015 | 0 | 35,094 | 38.06 | 3/2/2025 | 25,985 | 554,000 | ||||||||||||||
S. Buck | 7/6/2012 | 8/1/2012 | 13,230 | 20,159 | 13.96 | 8/1/2022 | 5,111 | 108,967 | |||||||||||||
2/11/2013 | 2/22/2013 | 5,969 | 5,968 | 19.02 | 2/22/2023 | 5,231 | 111,525 | ||||||||||||||
2/17/2014 | 2/24/2014 | 2,685 | 8,055 | 23.02 | 2/24/2024 | 7,075 | 150,839 | ||||||||||||||
2/16/2015 | 3/2/2015 | 0 | 8,981 | 38.06 | 3/2/2025 | 6,650 | 141,778 | ||||||||||||||
A. Gardner(6) | 9/9/2014 | 9/9/2014 | 2,905 | 0 | 27.82 | 3/31/2016 | |||||||||||||||
2/16/2015 | 3/2/2015 | 1,321 | 0 | 38.06 | 3/31/2016 | ||||||||||||||||
S. Miñarro | 2/5/2007 | 2/16/2007 | 2,882 | 0 | 12.80 | 2/16/2017 | |||||||||||||||
2/4/2008 | 2/15/2008 | 3,200 | 0 | 15.35 | 2/15/2018 | ||||||||||||||||
2/9/2009 | 2/27/2009 | 3,500 | 0 | 1.01 | 2/27/2019 | ||||||||||||||||
2/8/2010 | 2/11/2010 | 6,000 | 0 | 10.13 | 2/11/2020 | ||||||||||||||||
12/6/2010 | 12/31/2010 | 20,000 | 0 | 15.47 | 12/31/2020 | ||||||||||||||||
2/7/2011 | 2/10/2011 | 7,000 | 0 | 17.00 | 2/10/2021 | ||||||||||||||||
2/6/2012 | 2/17/2012 | 5,625 | 1,875 | 13.95 | 2/17/2022 | ||||||||||||||||
7/5/2012 | 8/1/2012 | 2,698 | 899 | 13.96 | 8/1/2022 | 1,230 | 26,224 | ||||||||||||||
2/11/2013 | 2/22/2013 | 3,959 | 3,959 | 19.02 | 2/22/2023 | 3,469 | 73,959 | ||||||||||||||
2/17/2014 | 2/24/2014 | 1,646 | 4,936 | 23.02 | 2/24/2024 | 4,336 | 92,444 | ||||||||||||||
2/16/2015 | 3/2/2015 | 0 | 6,340 | 38.06 | 3/2/2025 | 16,695 | 355,937 | ||||||||||||||
J. White | 7/28/2015 | 8/3/2015 | 0 | 12,305 | 37.23 | 8/3/2025 | 43,207 | 921,173 |
(2) | See |
(3) | Represents NQSOs awarded under our Omnibus Plans. NQSOs granted before 2015 vest 25% on each of the first four anniversaries of the grant date. NQSOs granted to Mr. Burmeister in May 2017 vest 25% on each of the first four anniversaries of March 30, 2017, his first day of employment. All other NQSOs vest 25% per year for four years beginning on February 17th of the year after the grant. |
(4) | Represents RSUs awarded |
Represents the market value, as of December 31, |
(6) | Pursuant to the terms of the applicable NQSO and RSU award agreements, upon |
(7) | Ms. Cerioli had no outstanding equity awards as of December 31, 2017. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated as to all NQSOs and RSUs that otherwise would have vested within one year of |
Named Executive | Number of Shares Acquired on Vesting ($)(1) | Value Realized on Vesting ($)(2) | ||||
S. Streeter | 33,535 | 1,251,751 | ||||
S. Buck | 10,084 | 372,246 | ||||
A. Gardner | 4,161 | 104,866 | ||||
S. Miñarro | 4,410 | 162,217 | ||||
J. White | 0 | 0 |
Option Exercises and Stock Vested in Fiscal 2017 |
Option Awards | Stock Awards | |||||||
Named Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting ($)(2) | Value Realized on Vesting ($)(3) | ||||
W. Foley | 0 | 0 | 14,964 | 265,910 | ||||
J. Burmeister | 0 | 0 | 0 | 0 | ||||
R. Smith | 0 | 0 | 2,270 | 31,548 | ||||
A. Cerioli | 0 | 0 | 10,474 | 165,088 | ||||
S. Kovach | 0 | 0 | 5,721 | 98,735 | ||||
S. Miñarro | 0 | 0 | 9,893 | 172,701 | ||||
C. Summersgill | 0 | 0 | 2,314 | 24,799 |
(1) |
(2) | Represents the |
(3) | Represents the value of RSUs that vested during 2017. The value was determined by multiplying the number of shares by the closing price of our common stock on the applicable vesting |
Vesting Date | Closing Price ($) | |||
February 17, 2017 | 17.77 | |||
February 22, 2017 | 17.25 | |||
February 24, 2017 | 16.25 | |||
March 31, 2017 | 14.58 | |||
May 18, 2017 | 8.08 | |||
September 1, 2017 | 8.20 | |||
December 11, 2017 | 6.05 | |||
[(A) × (B) × (C)] + [(D) × (E) × (C)] + [(F) + (A) + (G)] |
(A) | Monthly final average earnings for the three highest consecutive calendar years before 2008 |
(B) | 1.212% |
(C) | Years of credited service up to 35 years |
(D) | Monthly final average earnings above Social Security Wage base at retirement |
(E) | 0.176% |
(F) | 0.5% |
(G) | Years of credited service over 35 years |
Pension Benefits in Fiscal 2017 Table |
Named Executive | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | ||||
S. Kovach | Salary Plan | 14.08 | 176,411 | 0 | ||||
SERP | 14.08 | 135,132 | 0 |
(1) | Represents actual years of service to Libbey. The plans were frozen at the end of 2012, after which additional pension service is not credited. |
(2) | Amounts were determined based on the assumptions outlined in our audited financial statements for the year ended December 31, 2017, except that Ms. Kovach is assumed to receive benefits under the cash balance design at her normal retirement age of 65. |
Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions in Last FY | Aggregate Balance at Last FYE(3) | ||||||||||||||||||||||
Named Executive | ($) | RSUs | ($)(1) | RSUs | ($)(2) | RSUs | ($) | RSUs | ($) | RSUs | ||||||||||||||||
S. Streeter | 379,134 | 0 | 29,934 | 0 | 1,740 | 0 | 0 | 0 | 410,809 | 0 | ||||||||||||||||
S. Buck | 16,031 | 0 | 10,688 | 0 | 98 | 0 | 0 | 0 | 57,200 | 5,179 | ||||||||||||||||
A. Gardner | 25,490 | 0 | 6,052 | 64 | (2,567 | ) | 0 | (28,975 | ) | (64) | 0 | 0 | ||||||||||||||
S. Miñarro | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
J. White | 22,313 | 0 | 10,500 | 0 | 482 | 0 | 0 | 0 | 33,294 | 0 |
Nonqualified Deferred Compensation in Fiscal 2017 Table |
Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions in Last FY | Aggregate Balance at Last FYE(3) | ||||||||||||||||||
Named Executive | ($) | RSUs | ($)(1) | RSUs | ($)(2) | RSUs | ($) | RSUs | ($) | RSUs | ||||||||||||
W. Foley | 29,700 | 0 | 29,700 | 0 | 353 | 0 | 0 | 0 | 121,635 | 0 | ||||||||||||
J. Burmeister | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
R. Smith | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
A. Cerioli | 15,000 | 0 | 0 | 0 | 3,619 | 0 | (98,049 | ) | 0 | 0 | 0 | |||||||||||
S. Kovach | 3,359 | 0 | 3,359 | 0 | (2,716 | ) | 903 | 0 | 0 | 73,923 | 17,434 | |||||||||||
S. Miñarro | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
C. Summersgill | 16,355 | 0 | 0 | 0 | 11,538 | 0 | 0 | 0 | 80,701 | 0 |
(1) | The following amounts are included in the column headed Kovach - $3,359. |
(2) | Not included in the Summary Compensation Table because earnings are not at an above-market rate. |
(3) | Of the total amounts |
Named Executive | Salary ($) | Stock Awards ($) | ||||
S. Streeter | 379,134 | 0 | ||||
S. Buck | 30,607 | 71,350 | ||||
A. Gardner | 25,490 | 1,780 | ||||
S. Miñarro | 0 | 0 | ||||
J. White | 22,313 | 0 |
Named Executive | Salary ($) | Stock Awards ($) | ||
W. Foley | 60,638 | 0 | ||
J. Burmeister | 0 | 0 | ||
R. Smith | 0 | 0 | ||
A. Cerioli | 83,800 | 0 | ||
S. Kovach | 11,015 | 0 | ||
S. Miñarro | 0 | 0 | ||
C. Summersgill | 16,355 | 0 |
Potential Payments Upon Termination of Employment(1) |
Named Executive | Cash Severance ($) | Annual Incentive for Year of Termination ($) | LTIP Cash ($) | Acceleration of Unvested Equity Awards ($) | Misc. Benefits ($) | Total ($) | ||||||||||||
Stephanie A. Streeter | ||||||||||||||||||
Death or permanent disability(2) | 0 | 798,250 | 1,534,404 | 4,262,400 | 0 | 6,595,054 | ||||||||||||
Voluntary termination for Good Reason or involuntary termination without Cause – no change in control triggering event(3) | 3,193,000 | 175,208 | 1,155,776 | 3,268,994 | 106,618 | 7,899,596 | ||||||||||||
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event(4) | 3,991,250 | 175,208 | 1,768,778 | 4,293,328 | 106,618 | 10,335,182 | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Sherry Buck | ||||||||||||||||||
Death or permanent disability(2) | 0 | 71,581 | 411,113 | 675,205 | 0 | 1,157,899 | ||||||||||||
Voluntary termination for Good Reason – no change in control triggering event(5) | 0 | 0 | 310,062 | 0 | 0 | 310,062 | ||||||||||||
Involuntary termination without Cause – no change in control triggering event(6) | 807,500 | 71,581 | 310,062 | 148,343 | 97,109 | 1,434,595 | ||||||||||||
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event(7) | 1,615,000 | 71,581 | 470,042 | 675,205 | 114,414 | 2,946,242 | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Anthony J. Gardner, Jr. | ||||||||||||||||||
Involuntary termination without Cause – no change in control triggering event(6) | 664,003 | 49,569 | 152,549 | 61,444 | 88,763 | 1,016,328 | ||||||||||||
Salvador Miñarro Villalobos | ||||||||||||||||||
Death or permanent disability(2) | 0 | 44,009 | 269,164 | 578,105 | 0 | 891,278 | ||||||||||||
Voluntary termination for Good Reason – no change in control triggering event(5) | 0 | 0 | 202,476 | 0 | 0 | 202,476 | ||||||||||||
Involuntary termination without Cause -- no change in control triggering event(6) | 560,064 | 44,009 | 202,476 | 161,341 | 96,078 | 1,063,968 | ||||||||||||
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event(7) | 1,120,128 | 44,009 | 310,470 | 578,105 | 94,124 | 2,146,836 | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
James H. White | ||||||||||||||||||
Death or permanent disability(2) | 0 | 40,891 | 244,650 | 921,173 | 0 | 1,206,714 | ||||||||||||
Voluntary termination for Good Reason – no change in control triggering event(5) | 0 | 0 | 181,462 | 0 | 0 | 181,462 | ||||||||||||
Involuntary termination without Cause -- no change in control triggering event(6) | 918,750 | 40,891 | 181,462 | 230,299 | 97,109 | 1,468,511 | ||||||||||||
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event(7) | 1,837,500 | 40,891 | 340,358 | 921,173 | 121,914 | 3,261,836 | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 |
Named Executive | Cash Severance ($) | Annual Incentive for Year of Termination ($) | LTIP Cash ($)(2) | Acceleration of Unvested Equity Awards ($)(3) | Misc. Benefits ($) | Total ($) | ||||||
William A. Foley | ||||||||||||
Death or permanent disability(4) | 0 | 577,500 | 1,725,900 | 666,798 | 0 | 2,970,198 | ||||||
Voluntary termination(5) | 0 | 577,500 | 754,821 | 337,580 | 0 | 1,669,901 | ||||||
Involuntary termination without Cause - no change in | 0 | 577,500 | 754,821 | 419,887 | 0 | 1,752,208 | ||||||
control(6) | ||||||||||||
Involuntary termination without Cause in connection | 0 | 577,500 | 1,483,845 | 666,798 | 0 | 2,728,143 | ||||||
with a change in control(7) | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
James C. Burmeister | ||||||||||||
Death or permanent disability(4) | 0 | 138,391 | 153,965 | 70,267 | 0 | 362,623 | ||||||
Quit for Good Reason-no change in control(8) | 0 | 0 | 76,832 | 0 | 0 | 76,832 | ||||||
Involuntary termination without Cause - no change | 285,000 | 138,391 | 76,832 | 17,567 | 80,799 | 598,589 | ||||||
in control(9) | ||||||||||||
Quit for Good Reason or involuntary termination | 1,140,000 | 138,391 | 169,566 | 70,267 | 80,835 | 1,599,059 | ||||||
without Cause – change in control(10) | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Veronica L. Smith | ||||||||||||
Retirement(11) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Annunciata Cerioli | ||||||||||||
Involuntary termination without Cause - no change in | 704,006 | 0 | 0 | 96,141 | 93,219 | 893,366 | ||||||
control(12) | ||||||||||||
Susan A. Kovach | ||||||||||||
Death or permanent disability(4) | 0 | 118,716 | 263,753 | 110,612 | 0 | 493,081 | ||||||
Retirement(13) | 0 | 118,716 | 0 | 0 | 311,543 | 430,259 | ||||||
Quit for Good Reason - no change in control(8) | 0 | 0 | 105,874 | 0 | 0 | 105,874 | ||||||
Involuntary termination without Cause - no change in | 503,805 | 118,716 | 105,874 | 42,496 | 88,278 | 859,169 | ||||||
control(14) | ||||||||||||
Quit for Good Reason or involuntary termination | 1,007,610 | 118,716 | 201,473 | 110,612 | 83,214 | 1,521,625 | ||||||
without Cause - change in control(10) | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Salvador Miñarro Villalobos | ||||||||||||
Death or permanent disability(4) | 0 | 131,914 | 351,440 | 187,925 | 0 | 671,279 | ||||||
Quit for Good Reason — no change in control(8) | 0 | 0 | 140,073 | 0 | 0 | 140,073 | ||||||
Involuntary termination without Cause — no change | 550,843 | 131,914 | 140,073 | 75,614 | 93,219 | 991,663 | ||||||
in control(14) | ||||||||||||
Quit for Good Reason or involuntary termination | 1,101,686 | 131,914 | 265,681 | 187,925 | 91,887 | 1,779,093 | ||||||
without Cause - change in control(10) | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Carol Summersgill | ||||||||||||
Death or permanent disability(4) | 0 | 125,991 | 72,356 | 75,223 | 0 | 273,570 | ||||||
Quit for Good Reason – no change in control(8) | 0 | 0 | 33,041 | 0 | 0 | 33,041 | ||||||
Involuntary termination without Cause — no change | 440,325 | 125,991 | 33,041 | 23,071 | 85,397 | 1,498,476 | ||||||
in control(14) | ||||||||||||
Quit for Good Reason or involuntary termination | 880,650 | 125,991 | 86,774 | 75,223 | 72,544 | |||||||
without Cause – change in control(10) | ||||||||||||
Involuntary termination for Cause | 0 | 0 | 0 | 0 | 0 | 0 |
(1) | Represents potential payments pursuant to equity award agreements, |
(2) |
(4) | Represents the sum of: |
(a) | under “Annual Incentive for Year of Termination,” the |
(b) | under “LTIP Cash,” a target award (unprorated because the |
(c) | under “Acceleration of Unvested Equity Awards,” the |
(5) | Represents the sum of: |
(a) | under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; |
(b) | under “LTIP Cash, |
under |
(6) | Represents the sum of: |
(a) | under “Annual Incentive for Year of Termination,” the |
(b) | under “LTIP Cash,” the |
(c) | under |
(7) | Represents the sum of: |
under “Annual Incentive for Year of Termination,” the |
(2) | under “LTIP Cash, |
(3) | under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2017, of common stock underlying all RSUs that were not vested as of December 31, 2017, and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of all NQSOs that were not vested as of December 31, 2017. |
(8) | Under “LTIP Cash,” represents prorated actual awards under the performance cash component of our 2015 LTIP, 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]. We have prorated the amounts through the assumed date of termination. |
(9) | Represents the sum of: |
(a) | under “Cash Severance,” the sum of 6 months' base salary and |
(b) | under |
(c) | under |
(d) | under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/intrinsic |
(e) | under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for six months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year. |
(10) | Represents the sum of: |
(a) | under “Cash Severance,” the sum of two times the named executive’s annual base salary and two times the named executive’s target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination; |
(b) | under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; |
(c) | under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 |
(d) | under |
(e) | under |
(11) | Ms. Smith did not receive any severance payments in connection with her retirement. |
(12) | Represents the sum of: |
(a) | under “Cash Severance,” salary continuation for 12 months and a lump sum payment equal to Ms. Ceriloi's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination; |
(b) | under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; |
(c) | under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of our 2016 LTIP [estimated as described in footnote (2) above]; |
(d) | under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of March 31, 2017, of common stock underlying RSUs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018,; (ii) the in-the-money/intrinsic value, as of March 31, 2017, of NQSOs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018; and |
(e) | under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year. |
(13) | Represents the sum of: |
(a) | under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; and |
(b) | under “Misc. Benefits,” the present value of Ms. Kovach’s accumulated benefit under our Salary Plan and SERP at December 31, 2017. |
(a) | under “Cash Severance,” the sum of 12 months' base salary and the named executive's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination; |
(b) | under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; |
(c) | under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above]; |
(d) | under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/ intrinsic value, as of December 31, 2017, of NQSOs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; and |
(e) | under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year. |
CEO Pay Ratio |
175: 1 |
• | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement. |
PROPOSAL NO. 3 | |
RATIFICATION OF AUDITORS | |
The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for our 2018 fiscal year. Although ratification by the shareholders is not required by law, the Board of Directors believes that you should be given the opportunity to express your views on the subject. Unless otherwise directed, proxies will be voted for ratification. | |
The Board of Directors recommends a vote FOR this proposal. |
Nature of Fees | 2017 Fees ($) | 2016 Fees ($) | ||
Audit Fees(1) | 1,078,000 | 1,116,444 | ||
Audit-Related Fees(2) | 125,500 | 112,840 | ||
Tax Fees | 0 | 0 | ||
All Other Fees | 0 | 0 | ||
Total | 1,203,500 | 1,229,284 |
(1) | Audit Fees include fees associated with the annual audit of our internal controls, the annual audit of financial statements, the reviews of our quarterly reports on Form 10-Q and annual report on Form 10-K and statutory audit procedures. |
(2) | Audit-related fees include fees for audits of our employee benefit plans. |
Report of the Audit Committee |
Ginger M. Jones, Chair |
Eileen A. Mallesch |
Deborah G. Miller |
John C. Orr |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
Frontier Capital Management Co., LLC.(1) 99 Summer Street Boston, MA 02110 | 1,850,495 | 8.4 | % | ||
Dimensional Fund Advisors LP(2) Building One 6300 Bee Cave Road Austin, TX 78746 | 1,545,708 | 7.0 | % | ||
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | 1,260,279 | 5.7 | % |
(1) | Amendment No. 1 to Schedule 13G filed with the SEC on behalf of Frontier Capital Management Co., LLC. (“Frontier”), an investment adviser, indicates that, as of December 31, 2017, Frontier was the beneficial owner of 1,850,495 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power as to 746,156 common shares, and shared voting power with respect to no common shares. |
(2) | Amendment No. 3 to Schedule 13G filed with the SEC on behalf of Dimensional Fund Advisors LP (“Dimensional”), an investment adviser, indicates that, as of December 31, 2017, Dimensional was the beneficial owner of 1,545,708 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,469,337 common shares, and shared voting power with respect to no common shares. |
(3) | Amendment No. 1 to Schedule 13G filed with the SEC on behalf of BlackRock, Inc. (“BlackRock”), a parent holding company, indicates that, as of December 31, 2017, BlackRock was the beneficial owner of 1,260,279 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,229,645 common shares, and shared voting power with respect to no common shares. |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
James C. Burmeister(1)(2)(4) | 10,297 | * | |||
Annunciata (Nucci) Cerioli(1)(2) | 10,797 | * | |||
Carlos V. Duno(3) | 49,305 | * | |||
William A. Foley(1)(2)(3) | 166,220 | * | |||
Ginger M. Jones(3) | 17,397 | * | |||
Susan A. Kovach(1)(2) | 74,985 | * | |||
Eileen A. Mallesch(3) | 10,472 | * | |||
Deborah G. Miller(3) | 35,344 | * | |||
Salvador Miñarro Villalobos(1)(2) | 114,645 | * | |||
Carol B. Moerdyk(3) | 45,484 | * | |||
Steve Nave(3) | 0 | * | |||
John C. Orr(3) | 34,940 | * | |||
Veronica (Ronni) L. Smith(1)(2)(4) | 17,550 | * | |||
Carol Summersgill(1)(2)(4) | 3,079 | * | |||
Directors and Executive Officers as a Group(1)(2)(3)(4) | 590,515 | 2.68 | % |
(1) | Does not include shares of our common stock that have vested but are deferred under our Executive Deferred Compensation Plan, which we refer to as our EDCP. As of March 19, 2018, each of our named executives, and all executive officers as a group, had the following number of shares of our common stock that are vested but deferred under our EDCP: |
Named Executive | Number of Deferred Shares | |
W. Foley | 0 | |
J. Burmeister | 0 | |
V. Smith | 0 | |
A. Cerioli | 0 | |
S. Kovach | 17,720 | |
S. Miñarro | 0 | |
C. Summersgill | 0 | |
All executive officers as a group | 17,720 |
(2) | Includes the following number of NQSOs that have been granted to our named executives and all executive officers as a group and that currently are exercisable or will be exercisable on or before May 18, 2018: |
Named Executive | Exercisable Within 60 Days | |
W. Foley | 85,437 | |
J. Burmeister | 5,297 | |
V. Smith | 15,350 | |
A. Cerioli | 0 | |
S. Kovach | 36,172 | |
S. Miñarro | 81,428 | |
C. Summersgill | 0 | |
All executive officers as a group | 223,684 |
(3) | Includes the following number of shares of our common stock that are deferred by non-management directors under our 2009 Director Deferred Compensation Plan, which we refer to as our Director DCP, and that are payable as shares of our common stock: |
Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($) | Total ($) | ||||||||
Carlos V. Duno | 72,500 | 80,019 | 0 | 0 | 152,519 | ||||||||
William A. Foley | 140,000 | 80,019 | 0 | 0 | 220,019 | ||||||||
Peter C. McC. Howell | 60,000 | 80,019 | 0 | 0 | 140,019 | ||||||||
Ginger M. Jones | 75,000 | 80,019 | 0 | 0 | 155,019 | ||||||||
Theo Killion | 55,000 | 80,019 | 0 | 0 | 135,019 | ||||||||
Deborah G. Miller | 62,500 | 80,019 | 0 | 0 | 142,519 | ||||||||
Carol B. Moerdyk | 60,000 | 80,019 | 0 | 0 | 140,019 | ||||||||
John C. Orr | 66,500 | 80,019 | 0 | 0 | 146,519 |
Name of Director | Number of Deferred Shares | |
C. Duno | 26,327 | |
W. Foley(a) | 0 | |
G. Jones | 0 | |
E. Mallesch | 10,472 | |
D. Miller | 0 | |
C. Moerdyk | 0 | |
S. Nave | 0 | |
J. Orr | 0 | |
All non-management directors as a group | 36,799 |
Name of Director | Number of Phantom Shares | |
C. Duno | 0 | |
W. Foley(a) | 13,126 | |
G. Jones | 0 | |
E. Mallesch | 0 | |
D. Miller | 2,443 | |
C. Moerdyk | 20,566 | |
S. Nave | 6,921 | |
J. Orr | 0 | |
All non-management directors as a group | 43,056 |
(a) | Mr. Foley was a non-management director from 1994 until he assumed the role of CEO on January 12, 2016. |
(4) | Based on last known information as of date of separation from service. For Ms. Cerioli, that date was March 31, 2017. For Mr. Miñarro, that date was January 15, 2018. For Ms. Smith, that date was December 31, 2017. For Ms. Summersgill, that date was February 23, 2018. |
Named Executive | Number of Unvested RSUs(1) | |
W. Foley | 222,438 | |
J. Burmeister | 33,538 | |
V. Smith | 0 | |
A. Cerioli | 0 | |
S. Kovach | 30,727 | |
S. Minarro | 0 | |
C. Summersgill | 0 | |
All executive officers as a group | 342,773 |
(1) | Of these amounts, a total of 867 RSUs with four-year ratable vesting were awarded on February 16, 2015; a total of 33,792 RSUs with four-year ratable vesting were awarded on February 8, 2016; a total of 37,160 RSUs with four-year ratable vesting were awarded on February 6, 2017; a total of 9,344 RSUs with four-year ratable vesting were awarded on March 16, 2017; a total of 15,877 RSUs with four-year ratable vesting were awarded on October 23, 2017; a total of 14,000 RSUs with three-year cliff vesting were awarded on November 3, 2017; and a total of 231,733 RSUs with four-year ratable vesting were awarded on February 5, 2018. One share of our common stock |
Section 16(a) Beneficial Ownership Reporting Compliance |
Voting Options | Board Recommendation | ||||
1 | Election of Directors: Election of Carol B. Moerdyk and John C. Orr to serve as Class I directors | For, Withhold (as to any nominee) or Abstain | FOReach of Ms. Moerdyk and Mr. Orr | ||
2 | Advisory Say-on-Pay: RESOLVED, that the on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K | For, Against or Abstain | FOR | ||
3 | Ratification of Independent Auditor: Ratification of the | For, Against or Abstain | FOR |
Vote by telephone: Call on a | ||
Vote over the internet: Go to | ||
Vote by mail: If you received printed copies of the | ||
Vote in person at the annual meeting: Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the meeting. |
Proposal | Required Vote | ||
1 | Election of Carol B. Moerdyk and John C. Orr as Class I directors | Since the election of directors is | |
2 | Advisory Say-on-Pay | The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. | |
3 | Ratification of Independent Auditors | The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. |
Certain Legal Proceedings |
Other Business |
Solicitation Costs |
Reports to Shareholders |
Internet | www.proxyvote.com |
Telephone | 1-800-579-1639 |
sendmaterial@proxyvote.com |
Year ended December 31, 2017 | |||||
Adjusted EBITDA(1) | |||||
Reported net income (loss) (U.S. GAAP) | $ | (93,368 | ) | ||
Add: Interest expense | 20,400 | ||||
Add: Provision for income taxes | 15,798 | ||||
Add: Depreciation and amortization | 45,544 | ||||
Add: Special items before interest and taxes | |||||
Goodwill impairment | 79,700 | ||||
Reorganization/restructuring charges | 2,488 | ||||
Reported Adjusted EBITDA (non-GAAP) | 70,562 | ||||
Impact of currency to reflect results at budgeted exchange rates | (4,761 | ) | |||
Adjusted EBITDA at budgeted exchange rates (non-GAAP) | $ | 65,801 | |||
Increase in Trade Working Capital(2) | |||||
Increase in accounts receivable - net | $ | 4,884 | |||
Increase in inventories - net | 17,877 | ||||
Increase in accounts payable | (6,764 | ) | |||
Increase in Trade Working Capital (non-GAAP) | 15,997 | ||||
Increase due to currency | (9,597 | ) | |||
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP) | $ | 6,400 | |||
Adjusted Cash Earnings | |||||
Adjusted EBITDA at budgeted exchange rates (non-GAAP) | $ | 65,801 | |||
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP) | (6,400 | ) | |||
Adjusted Cash Earnings at budgeted exchange rates (non-GAAP) | $ | 59,401 |
(1) | We believe that Adjusted EBITDA, a non-GAAP financial measure, is a useful metric for evaluating our financial performance, as it is a measure that we use internally to assess our performance. For certain limitations and a reconciliation from net income (loss) to Adjusted EBITDA, see the "Non-GAAP Measures" and "Reconciliation of Net Income (Loss) to Adjusted EBITDA" sections included in Part II, Item 6. Selected Financial Data, in our 2017 Annual Report on Form 10-K. |
(2) | Trade Working Capital, a non-GAAP financial measure, is defined as net accounts receivable plus net inventories less accounts payable. We believe that Trade Working Capital is important supplemental information for investors in evaluating liquidity in that it provides insight into the availability of net current resources to fund our ongoing operations. Trade Working Capital is a measure used by management in internal evaluations of cash availability and operational performance. |
Year ended December 31, 2017 | |||||
ROIC | |||||
Defined as: After tax adjusted income from operations (using a 35% tax rate) over ending Trade Working Capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment | |||||
Reported income from operations | $ | (53,655 | ) | ||
Add: Adjustments | |||||
Goodwill impairment | 79,700 | ||||
Reorganization/restructuring charges | 2,488 | ||||
Adjusted income from operations | 28,533 | ||||
Add: Impact of currency to reflect results at budgeted exchange rates | (7,549 | ) | |||
Adjusted income from operations at budgeted exchange rates | 20,984 | ||||
Factor to apply for taxes | 65 | % | |||
After tax adjusted income from operations at budgeted exchange rates | $ | 13,640 | |||
Invested capital | |||||
Reported property, plant and equipment, net | $ | 265,675 | |||
Add: Impact of currency to reflect results at budgeted exchange rates | (9,457 | ) | |||
Property, plant and equipment, net at budgeted exchange rates | 256,218 | ||||
Accounts receivable - net | 89,997 | ||||
Inventories - net | 187,886 | ||||
Less: Accounts payable | 78,346 | ||||
Reported Trade Working Capital (non-GAAP) | 199,537 | ||||
Add: Impact of currency | 9,597 | ||||
Trade Working Capital at budgeted exchange rates (non-GAAP) | 189,940 | ||||
Total invested capital at budgeted exchange rates | $ | 446,158 | |||
ROIC | 3.1 | % |
Year ended December 31, 2015 | ||||||||
As Reported | For Incentive Calculations | |||||||
Revenue | ||||||||
Reported net sales | $ | 822,345 | $ | 822,345 | ||||
Add: Impact of currency to reflect results at budgeted exchange rates | — | 22,248 | ||||||
Net sales at budgeted exchange rates | $ | 822,345 | $ | 844,593 | ||||
Adjusted EBIT | ||||||||
Reported net income | 66,333 | 66,333 | ||||||
Add: Interest expense | 18,484 | 18,484 | ||||||
Add: Provision for income taxes | (38,216 | ) | (38,216 | ) | ||||
Earnings before interest and income taxes (EBIT) | 46,601 | 46,601 | ||||||
Add: Special items before interest and taxes | ||||||||
Pension settlement charge | 21,693 | 21,693 | ||||||
Reorganization charges | 4,316 | 4,316 | ||||||
Executive terminations | 870 | 870 | ||||||
Environmental obligation | 157 | 157 | ||||||
Derivatives | (218 | ) | (218 | ) | ||||
Adjusted EBIT | 73,419 | 73,419 | ||||||
Add: Impact of currency to reflect results at budgeted exchange rates | — | 3,618 | ||||||
Adjusted EBIT at budgeted exchange rates | $ | 73,419 | $ | 77,037 | ||||
Working Capital as % of Net Sales | ||||||||
Accounts receivable - net | $ | 94,379 | $ | 94,379 | ||||
Inventories - net | 178,027 | 178,027 | ||||||
Less: Accounts payable | 71,560 | 71,560 | ||||||
Reported working capital | 200,846 | 200,846 | ||||||
Add: Impact of currency | — | 12,775 | ||||||
Working capital at budgeted exchange rates | $ | 200,846 | $ | 213,621 | ||||
Net Sales | $ | 822,345 | $ | 844,593 | ||||
Working capital as % of net sales | 24.4 | % | 25.3 | % | ||||
Adjusted EBITDA | ||||||||
Reported net income | $ | 66,333 | $ | 66,333 | ||||
Add: Interest expense | 18,484 | 18,484 | ||||||
Add: (Benefit) for income taxes | (38,216 | ) | (38,216 | ) | ||||
Earnings before interest and income taxes (EBIT) | 46,601 | 46,601 | ||||||
Add: Depreciation and amortization | 42,712 | 42,712 | ||||||
Earnings before interest, taxes, depreciation and amortization (EBITDA) | 89,313 | 89,313 | ||||||
Add: Special items before interest and taxes | ||||||||
Pension settlement charge | 21,693 | 21,693 | ||||||
Reorganization charges | 4,316 | 4,316 | ||||||
Executive terminations | 870 | 870 | ||||||
Environmental obligation | 157 | 157 | ||||||
Derivatives | (218 | ) | (218 | ) | ||||
Adjusted EBITDA | $ | 116,131 | $ | 116,131 | ||||
Year ended December 31, 2015 | ||||||||
As Reported | For Incentive Calculations | |||||||
Adjusted EBITDA margin | ||||||||
Adjusted EBITDA | $ | 116,131 | $ | 116,131 | ||||
Net sales | $ | 822,345 | $ | 822,345 | ||||
Adjusted EBITDA margin | 14.1 | % | 14.1 | % | ||||
Debt net of cash to Adjusted EBITDA ratio | ||||||||
Debt | $ | 431,019 | $ | 431,019 | ||||
Plus: Unamortized discount and finance fees | 5,832 | 5,832 | ||||||
Gross debt | 436,851 | 436,851 | ||||||
Cash | 49,044 | 49,044 | ||||||
Add: Share repurchase exceeding budgeted amount | — | 9,275 | ||||||
Debt net of Cash | $ | 387,807 | $ | 378,532 | ||||
Adjusted EBITDA | $ | 116,131 | $ | 116,131 | ||||
Debt net of cash to adjusted EBITDA ratio | 3.3 | 3.3 | ||||||
Return on Invested Capital (ROIC) | ||||||||
Defined as: After tax adjusted income from operations (using a 30% tax rate) over ending working capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment | ||||||||
Income from operations | $ | 43,721 | $ | 43,721 | ||||
Add: Adjustments | ||||||||
Pension settlement charge | 21,693 | 21,693 | ||||||
Reorganization charges | 4,316 | 4,316 | ||||||
Executive terminations | 870 | 870 | ||||||
Environmental obligation | 157 | 157 | ||||||
Adjusted income from operations | 70,757 | 70,757 | ||||||
Add: Impact of currency to reflect results at budgeted exchange rates | — | 6,260 | ||||||
Adjusted income from operations at budgeted exchange rates | 70,757 | 77,017 | ||||||
Factor to apply for taxes | 70 | % | 70 | % | ||||
After tax adjusted income from operations at budgeted exchange rates | $ | 49,530 | $ | 53,912 | ||||
Invested capital | ||||||||
Property, plant and equipment, net | $ | 272,534 | $ | 272,534 | ||||
Add: Impact of currency to reflect results at budgeted exchange rates | — | 7,152 | ||||||
Property, plant and equipment, net at budgeted exchange rates | 272,534 | 279,686 | ||||||
Working capital at budgeted exchange rates, from above | 200,846 | 213,621 | ||||||
Total invested capital at budgeted exchange rates | $ | 473,380 | $ | 493,307 | ||||
ROIC | 10.5 | % | 10.9 | % |
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |||
LIBBEY INC. P.O. BOX 10060 TOLEDO, OH 43699-0060 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||||
The Board of Directors recommends you vote FOR the following Class I Directors: | |||||||||||||||||
Election of Directors | o | o | o | ||||||||||||||
Nominees | |||||||||||||||||
01 | Carol B. Moerdyk 02 John C. Orr | ||||||||||||||||
The Board of Directors recommends you vote FOR | For | Against | Abstain | ||||||||||||||
2. | Approve, | o | o | o | |||||||||||||
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal | o | o | o | ||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice & Proxy Statement | |||
LIBBEY INC. Annual Meeting of Shareholders May This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. | |||
Continued and to be signed on reverse side |