| FRANKLIN MYERS | | | BRIAN E. LANE President and Chief Executive Officer | |
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| Whether or not you intend to be present please vote as soon as possible so that your shares will be represented. | | | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May | |
| Please read the proxy statement, which presents important information about the Company and each of the items being presented for stockholder vote. | | | | This proxy statement and the http:// | |
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| | | Tuesday, May 11:00 a.m. Central Time | | | | | | Houston, Texas 77024 | | | | | | Stockholders of record at the close of business on March | |
| ITEMS OF BUSINESS | | |||||||||||||||
| 1 | | | To elect ten (10) directors nominated by the Board of Directors (the “Board”) to serve until the | | ||||||||||||
| | | | ■ Darcy G. Anderson | | | ■ Alan P. Krusi | | | ■ Pablo G. Mercado | | | ■ William J. Sandbrook | | | ■ Vance W. Tang | |
| | | | ■ Herman E. Bulls | | | ■ Brian E. Lane | | | ■ Franklin Myers | | | ■ Constance E. Skidmore | | | ■ Cindy L. Wallis-Lage | |
| 2 | | | To ratify the appointment of Deloitte & Touche LLP, independent auditors, as the Company’s auditors for | | ||||||||||||
| 3 | | | To approve, by a stockholder non-binding advisory vote, the compensation paid by the Company to its named executive officers for 2021 (the “Named Executive Officers”), commonly referred to as a “Say on Pay” proposal | | ||||||||||||
| 4 | | | To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement | |
| | | | | | By Order of the Board of Directors, Laura Howell Corporate Secretary | |
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| | | Tuesday, May 11:00 a.m. Central Time | | | | | | Houston, Texas 77024 | | | | | | Stockholders of record at the close of business on March | |
| VOTING MATTERS AND OUR BOARD’S RECOMMENDATION | |
| PROPOSAL | | BOARD’S RECOMMENDATION | | SEE PAGE | | PROPOSAL | | BOARD’S RECOMMENDATION | | SEE PAGE | | ||||||||||||||||
| 1 | | To elect ten director nominees for a one-year term | | | FOR each director nominee | | | 1 | | To elect ten director nominees for a one-year term | | | FOR each director nominee | | | ||||||||||||
| 2 | | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 | | | FOR | | | 2 | | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 | | | FOR | | | ||||||||||||
| 3 | | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers | | | FOR | | | 3 | | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers | | | FOR | | |
| HOW TO VOTE | |
| Stockholders of record | | | | Beneficial owners If you are a beneficial owner and your shares are held by a bank, broker, or other nominee, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the internet, availability and specific procedures will depend on their voting arrangements. | | |||||||||
| Have your proxy card available and follow the instructions. | | | ||||||||||||
| | | BY TELEPHONE | | | Call toll-free 1-800-PROXIES (1-800-776-9437) in the U.S. or 1-718-921-8500 from outside the country | | | |||||||
| | | BY INTERNET | | | Visit, 24/7, www.voteproxy.com | | | |||||||
| | | BY MAIL | | | Complete, date, and sign your proxy card and send by mail in the enclosed postage-paid envelope | | | |||||||
| | | BY MOBILE DEVICE | | | Scan the QR code | |||||||||
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| The deadline to vote by phone or by internet is 10:59 p.m. Central Time on May | | |
| DIRECTOR NOMINEES | |
| | | | | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS | | | COMMITTEE MEMBERSHIP | | NAME & PRINCIPAL OCCUPATION | | AGE | | DIRECTOR SINCE | | INDEPENDENT | | OTHER CURRENT PUBLIC COMPANY BOARDS | | | COMMITTEE MEMBERSHIP | | |||||||||||||||||||||||
| NAME AND PRINCIPAL OCCUPATION | | AGE | | DIRECTOR SINCE | | INDEPENDENT | | AUDIT | | COMPENSATION | | GOVERNANCE & NOMINATING | | | AUDIT | | COMPENSATION & HUMAN CAPITAL | | NOMINATING, GOVERNANCE, & SUSTAINABILITY | | |||||||||||||||||||||||||||||||
| | DARCY G. ANDERSON Vice Chairman, Hillwood | | 64 | | 2008 | | | 0 | | | | | | | DARCY G. ANDERSON Vice Chairman, Hillwood Management | | 65 | | 2008 | | | 0 | | | | | | ||||||||||||||||||||||||
| | HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL | | 65 | | 2001 | | | 0 | | | | | | | HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL | | 66 | | 2001 | | | 3 | | FE | | | | ||||||||||||||||||||||||
| | ALAN P. KRUSI Former President, Strategic Development, AECOM Technology Corporation | | 66 | | 2008 | | | 2 | | FE | | | | | | ALAN P. KRUSI Former President, Strategic Development, AECOM Technology Corporation | | 67 | | 2008 | | | 2 | | | | | | |||||||||||||||||||||||
| | BRIAN E. LANE President and CEO, Comfort Systems USA | | 64 | | 2010 | | | | 1 | | | | | | | | | BRIAN E. LANE President and CEO, Comfort Systems USA | | 65 | | 2010 | | | | 1 | | | | | | | | ||||||||||||||||||
| | PABLO G. MERCADO CFO, Enlink Midstream | | 44 | | 2018 | | | 0 | | FE | | | | | | PABLO G. MERCADO CFO, Enlink Midstream | | 45 | | 2018 | | | 0 | | FE | | | | | ||||||||||||||||||||||
| | FRANKLIN MYERS Former CFO, Cameron International CHAIRMAN OF THE BOARD SINCE 2014 | | 68 | | 2005 | | | 1 | | | | | | | | FRANKLIN MYERS Former CFO, Cameron International CHAIR OF THE BOARD SINCE 2014 | | 69 | | 2005 | | | 1 | | FE | | | | | | |||||||||||||||||||||
| | WILLIAM J. SANDBROOK Former Chairman and CEO, U.S. Concrete | | 63 | | 2018 | | | 1 | | FE | | | | | | WILLIAM J. SANDBROOK Chairman and Co-CEO, Andretti Acquisition Corp. | | 64 | | 2018 | | | 1 | | FE | | | | | ||||||||||||||||||||||
| | CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC | | 69 | | 2012 | | | 1 | | FE | | | | | | CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC | | 70 | | 2012 | | | 2 | | FE | | | | |||||||||||||||||||||||
| | VANCE W. TANG President, VanTegrity Consulting | | 54 | | 2012 | | | 1 | | FE | | | | | VANCE W. TANG President, VanTegrity Consulting | | 55 | | 2012 | | | 1 | | | | | | ||||||||||||||||||||||||
| | CINDY L. WALLIS-LAGE President, Water Business, Black & Veatch | | 58 | | Nominee(1) | | To Be Determined | | 0 | | | | | | | | | CINDY L. WALLIS-LAGE Executive Director, Sustainability and Resilience, Black & Veatch | | 59 | | 2021 | | | 0 | | FE | | | | |
| | | Committee chair | | | | | Committee member | | | FE | | | Audit Committee financial expert | |
| OUR GOVERNANCE PRACTICES | |
| CORPORATE GOVERNANCE HIGHLIGHTS | | |||
| All members of our Audit Committee are considered to be financial experts Annual elections of the Board Our Board balances fresh thinking and new perspectives with institutional knowledge and stability Annual Board self-evaluations to evaluate performance and effectiveness Regular investor outreach and engagement to discuss our performance, governance policies and other topics: during | | | Policy to address the resignation of a director nominee who receives more votes “withheld” than votes “for” his or her election in an uncontested election Active oversight of strategic and risk management issues Stock ownership guidelines for directors and executives Annual review and succession planning No overboarding Focus on creating long-term value for our stockholders New director orientation and ongoing education Mandatory retirement policy following a director’s 72nd birthday | |
| ESG AND CORPORATE RESPONSIBILITY | |
| | | OSHA COMPLIANCE | | |||||||
| 9 CERTIFICATIONS | | | 1.28 | | ||||||
| ■ LEED® Accredited ■ Six Sigma Methodology ■ Refrigerant Handling ■ Medical Certification | | | ■ ASSE 6010 Certified Medical Gas Installers ■ Certified Cross Connection Control Testers ■ ASME and NB Accredited | | | ■ ASHE Healthcare Construction ■ Certificate - National Environmental Balancing Bureau | | | Our OSHA recordable incident rate in 2021 was | |
| SAFETY | | | HUMAN CAPITAL | |
| We focus on company-wide accident prevention, not just OSHA compliance. We believe safety has more to do with what is in the minds of our workers and the hearts of our management. Our employees receive comprehensive training and certification in OSHA 10-Hour Safety. Managers and supervisors receive OSHA 30-hour safety training. We also provide our employees with the safety equipment they need to perform their work. Our Think 5 x 5 initiative increases worker awareness and enhances the company culture to | | | We provide opportunities for personal and professional growth and development and invest in leadership training, mentoring, and succession planning initiatives to equip our future leaders for generations to come. We have created in-house training courses specific to leadership, communication, relationship management, diversity and inclusion, ethics and conduct in the workplace, and many more key competencies for our employees’ development. | |
| ENVIRONMENT | | | CONTINUOUS IMPROVEMENT | |
| We believe that the work we perform to optimize and upgrade systems and to enable wise controls allows our customers to reduce their energy use, which in turn reduces our nation’s carbon footprint. Our emphasis on environmental stewardship and improving productivity drives our effort to become more energy efficient. We strive to minimize our environmental impacts through board oversight, regulatory compliance, ongoing improvement investments, local specialists, and community group involvement. Our Board of Directors supplies high-level oversight of our Environmental, Social, and Governance (ESG) performance through the Nominating, Governance, and | | | We have invested in the experts, training, and internal and external knowledge transfer to ensure that we are properly scaling, achieving true buildability, and fundamentally and continuously improving our design capabilities to meet our customers’ evolving requirements. We are improving productivity by increasing use of innovative techniques in prefabrication, project design, and planning, as well as in coordination and production methods. Our investments in design and building information modeling enable us to collaborate with our customers to achieve reliable and energy efficient construction outcomes and to eliminate unnecessary waste. We work to identify, develop, and implement new materials, products, and methods that can achieve greater productivity and more efficient and sustainable outcomes. | |
| OUR COMMUNITIES | | | DIVERSITY AND INCLUSION | |
| We believe in making a positive difference in people’s lives and maintaining the health and welfare of the communities where we live and work. We promote, encourage, and support a diverse range of corporate social responsibility activities. Our employees’ involvement in the many initiatives we support is integral to the success of our impact in the communities where we operate. | | | We are an equal opportunity employer, and we welcome and celebrate our teams’ differences, experiences, and beliefs. We expect all employees to be treated with dignity and respect in an environment free from discrimination and harassment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, veteran status, genetic information, or any other protected class. We know that diversity is truly a competitive advantage that helps drive growth and innovation, and we have increasingly focused on diversity and inclusion programs within our Company. Diversity and inclusion is among our leadership team’s top priorities, with clearly outlined near-term actions to accelerate progress in outreach, representation, development, and advancement of underrepresented groups within our Company. | |
| STOCKHOLDER ENGAGEMENT | |
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| COMPENSATION OBJECTIVES | |
| COMPENSATION HIGHLIGHTS | |
| COMPENSATION PRACTICES | | |||
| A majority of each Named Executive Officer’s compensation is at-risk (i.e., variable and not fixed)* A majority of each Named Executive Officer’s compensation is tied to the Company’s financial performance and growth in stockholder value* 50% of each Named Executive Officer’s equity awards are subject to the Company achieving specific performance goals over a 3-year time horizon* | | | Executive officers and directors are subject to stock ownership requirements The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that apply to all executive officers The Company engages an independent compensation consultant to advise on executive compensation matters | |
| PAY-FOR-PERFORMANCE | |
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| | | Tuesday, May 11:00 a.m. Central Time | | | | | | Houston, Texas 77024 | | | | | | Stockholders of record at the close of business on March | |
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| PROPOSAL | | | VOTING CHOICES | | | BOARD RECOMMENDATION | | | VOTING APPLICABLE POLICIES | | | ABSTAINING, AND BROKER NON-VOTES | |
| 1 In the vote on the election of director nominees nominated by the Board of Directors to serve until the | | | ■ vote for all nominees ■ withhold authority from the proxy holders to vote for all nominees ■ vote for all nominees except those specified | | | FOR all nominees | | | The Board recommends a vote FOR all nominees. If a quorum is present, the ten nominees for election as directors receiving the greatest number of votes properly cast at the Annual Meeting, or at any adjournments or postponements thereof, will be elected. The Company has a policy to address the resignation of an incumbent director who receives more votes “withheld” than votes “for” his or her election. See “Proposal Number 1: Election of Directors—Director Resignation Policy” below. | | | Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of the election. | |
| 2 In the vote on whether to ratify the selection of Deloitte & Touche LLP as independent auditors for the | | | ■ vote for ratification ■ vote against ratification ■ abstain from voting on ratification | | | FOR | | | The Board recommends a vote FOR ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the | | | Abstentions will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote. | |
| PROPOSAL | | | VOTING CHOICES | | | BOARD RECOMMENDATION | | | VOTING DETAILS AND APPLICABLE POLICIES | | | WITHHOLDING, ABSTAINING, AND BROKER NON-VOTES | |
| Company for the year ending December 31, 2022, stockholders may: | | | | | | | | | year if it determines that such a change would be in the best interests of the Company and its stockholders. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will be required to ratify the appointment of the independent auditors. | | | | |
| 3 In the non-binding advisory vote on whether to approve the compensation paid by the Company to its named executive officers, stockholders may: | | | ■ vote for approval ■ vote against approval ■ abstain from voting on the approval | | | FOR | | | The Board recommends a vote FOR approval. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will constitute the stockholders’ non-binding approval with respect to the Company’s executive compensation program. The Board and the Compensation and Human Capital Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation. | | | Abstentions and broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote. | |
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| ■ Darcy G. Anderson | | | ■ Alan P. Krusi | | | ■ Pablo G. Mercado | | | ■ William J. Sandbrook | | | ■ Vance W. Tang | |
| ■ Herman E. Bulls | | | ■ Brian E. Lane | | | ■ Franklin Myers | | | ■ Constance E. Skidmore | | | ■ Cindy L. Wallis-Lage | |
| | | | | | | | | | | | COMMITTEE MEMBERSHIP | | | | | | | | | | | | | COMMITTEE MEMBERSHIP | | ||||||||||||||||||||
| NAME | | PRIMARY (OR FORMER) OCCUPATION | | AGE | | DIRECTOR SINCE | | | | AUDIT | | COMPENSATION | | GOVERNANCE & NOMINATING | | NAME | | PRIMARY (OR FORMER) OCCUPATION | | AGE | | DIRECTOR SINCE | | | | AUDIT | | COMPENSATION AND HUMAN CAPITAL | | NOMINATING, GOVERNANCE, AND SUSTAINABILITY | | ||||||||||||||
| Darcy G. Anderson | | Vice Chairman of Hillwood | | 64 | | 2008 | | | | | | | Darcy G. Anderson | | Vice Chairman of Hillwood Management | | 65 | | 2008 | | | | | | | ||||||||||||||||||||
| Herman E. Bulls | | Vice Chairman, Americas and International Director of JLL | | 65 | | 2001 | | | | | | | Herman E. Bulls | | Vice Chairman, Americas and International Director of JLL | | 66 | | 2001 | | | | | | | ||||||||||||||||||||
| Alan P. Krusi | | Former President, Strategic Development of AECOM | | 66 | | 2008 | | | | | | | Alan P. Krusi | | Former President, Strategic Development of AECOM | | 67 | | 2008 | | | | | | |||||||||||||||||||||
| Brian E. Lane | | President & CEO of Comfort Systems USA | | 64 | | 2010 | | | | | | | | | | Brian E. Lane | | President and CEO of Comfort Systems USA | | 65 | | 2010 | | | | | | | | | | ||||||||||||||
| Pablo G. Mercado | | CFO of EnLink Midstream | | 44 | | 2018 | | | | | | | Pablo G. Mercado | | CFO of EnLink Midstream | | 45 | | 2018 | | | | | | | ||||||||||||||||||||
| Franklin Myers CHAIR OF THE BOARD | | Former CFO of Cameron International | | 68 | | 2005 | | | | | | | | Franklin Myers CHAIR OF THE BOARD | | Former CFO of Cameron International | | 69 | | 2005 | | | | | | | | ||||||||||||||||||
| William J. Sandbrook | | Former Chairman & CEO of U.S. Concrete | | 63 | | 2018 | | | | | | | William J. Sandbrook | | Chairman and Co-CEO of Andretti Acquisition Corp. | | 64 | | 2018 | | | | | | | ||||||||||||||||||||
| Constance E. Skidmore | | Former Managing Partner and Board Member of PwC | | 69 | | 2012 | | | | | | | Constance E. Skidmore | | Former Managing Partner and Board Member of PwC | | 70 | | 2012 | | | | | | |||||||||||||||||||||
| Vance W. Tang | | President of VanTegrity Consulting | | 54 | | 2012 | | | | | | Vance W. Tang | | President of VanTegrity Consulting | | 55 | | 2012 | | | | | | | |||||||||||||||||||||
| Cindy L. Wallis-Lage | | President, Water Business of Black & Veatch | | 58 | | Nominee(1) | | TBD | | | | | | | | Cindy L. Wallis-Lage | | Executive Director, Sustainability and Resilience of Black & Veatch | | 59 | | 2021 | | | | | | |
| | | Committee chair | | | | | Committee member | | | | | Audit Committee financial expert | | | | | Independent director | |
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| DARCY G. ANDERSON Director ■ Age | | | | Darcy G. Anderson has served as a Director of the Company since March 2008. Since April 2009, Mr. Anderson has served as Vice Chairman of Hillwood Management, a real estate, oil and gas, and investments company. From November 2000 until April 2009, Mr. Anderson served as Chief People Officer and Vice President for Perot Systems Corporation, an information technology services and consulting firm. Prior to joining Perot Systems, Mr. Anderson held various positions at Hillwood Development Corporation beginning in 1987, including Senior Vice President for Corporate Affairs and Chief Operating Officer. Mr. Anderson also served as president of Hillwood Urban, overseeing all of the operations and development for the company’s Victory project and the new American Airlines Center in downtown Dallas. He also served in various leadership roles for the Perot ‘92 Presidential Campaign. Mr. Anderson joined Electronic Data Systems (EDS) in 1983 working in recruiting management. Prior to his employment with EDS, Mr. Anderson completed five years of active duty in the United States Army Corp of Engineers. He is Mr. Anderson has significant experience and knowledge of real estate development, human resources and leadership development practices, energy efficiency, corporate facilities management, and information technology services. | |
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| HERMAN E. BULLS Director ■ Age | | | | Herman E. Bulls has served as a Director of the Company since February 2001. Mr. Bulls serves as Vice Chairman, Americas and International Director of JLL, an international full-service real estate firm. He is the founder of JLL’s Public Institutions division and served as Chairman and Chief Executive Officer from January 2002 until January 2014. From September 2000 until August 2001, Mr. Bulls served as Executive Vice President and Chief Operating Officer of one of the nation’s largest Fannie Mae multifamily lenders. From March 1998 to September 2000, Mr. Bulls was a Managing Director for JLL. From 1989 until 1998, he held several positions with the predecessor organization, LaSalle Partners. Prior to his employment with JLL, he served over eleven years of active duty service with the United States Army. Mr. Bulls was the Co-Founder, President, and Chief Executive Officer of Bulls Capital Partners, a commercial mortgage firm. He sold the firm to a Wall Street entity in 2010. Mr. Bulls retired as a Colonel from the Army Reserve. Mr. Bulls is a member of the Board of Directors of the West Point Association of Graduates, serves as a member of the Real Estate Advisory Committee for New York State Teachers’ Retirement System, and serves on the Board of Directors of American Campus Communities, Host Hotels, USAA, Collegis Education, and Mr. Bulls has decades of real estate and finance experience with a particular knowledge of team-building, marketing, and strategic development. | |
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| ALAN P. KRUSI Director ■ Age | | | | Alan P. Krusi has served as a Director of the Company since March 2008. Mr. Krusi was President, Strategic Development of AECOM Technology Corporation, a global provider of professional technical and management support services, from October 2011 until his retirement in March 2015. He served as Executive Vice President for Corporate Development of AECOM Technology Corporation from August 2008 until October 2011. From 2003 until 2008, Mr. Krusi served as President of Earth Tech, Inc., an engineering, consulting, and construction services firm owned by Tyco International. From 2002 to 2003, Mr. Krusi served as CEO of RealEnergy, Inc., a company providing onsite cogeneration to commercial and industrial customers. From 1999 to 2002, Mr. Krusi served as President of the Construction Services division of URS Corporation, where he oversaw an international construction services business specializing in construction management and program management. Prior to his employment with URS, and over a period of twenty-two years, Mr. Krusi held a number of technical and management positions within the engineering and construction industries. Mr. Krusi currently also serves on the Board of Directors of Granite Construction Incorporated, Lithko Contracting, LLC, Universal Engineering Services, and SSR Mining. Mr. Krusi served on the Board of Directors of Alacer Gold Corp from September 2014 to September 2020; Boxwood Merger Corp from November 2018 to January 2020; Layne Christensen from January 2016 to June 2018; and Blue Earth, Inc. from September 2014 to June 2016. Mr. Krusi is a graduate of the University of California at Santa Barbara and is a Registered Geologist, Certified Engineering Geologist, and Licensed General Contractor in the State of California. Mr. Krusi has over forty years of experience in the construction and engineering industries, including experience in executive management and director positions for public companies. | |
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| BRIAN E. LANE ■ Director, President, and Chief Executive Officer ■ Age | | | | Brian E. Lane has served as Chief Executive Officer and President of the Company since December 2011 and as a Director since November 2010. Mr. Lane served as the Company’s President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined the Company in October 2003 and served as Vice President and then Senior Vice President for Region One of the Company until he was named Executive Vice President and Chief Operating Officer in January 2009. Prior to joining the Company, Mr. Lane spent fifteen years at Halliburton, the global service and equipment company devoted to energy, industrial, and government customers. During his tenure at Halliburton, he held various positions in business development, strategy, and project initiatives. He departed as the Regional Director of Europe and Africa. Mr. Lane’s additional experience included serving as a Regional Director of Capstone Turbine Corporation, a distributed power manufacturer. He also was a Vice President of Kvaerner, an international engineering and construction company where he focused on the chemical industry. Mr. Lane is a member of the Board of Directors of Main Street Capital Corporation and previously served as a member of the Board of Directors of Griffin Dewatering Corporation. Mr. Lane earned a Bachelor of Science in Chemistry from the University of Notre Dame and his MBA from Boston College. Mr. Lane has more than thirty years of experience in the construction and engineering industries. As the Company’s Chief Executive Officer and President, Mr. Lane provides the Board a valuable perspective on the Company’s day-to-day operations and on current trends and developments in the industry. | |
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| PABLO G. MERCADO Director ■ Age | | | | Pablo G. Mercado has served as a Director of the Company since November 2018. Mr. Mercado has served as Executive Vice President and Chief Financial Officer of EnLink Midstream, LLC since July 2020. Prior to July 2020, Mr. Mercado served as Senior Vice President and Chief Financial Officer of Forum Energy Technologies, Inc. (“Forum Energy”) from March 2018 to July 2020. Mr. Mercado also previously held various finance and corporate development positions at Forum Energy since joining in November 2011, including Senior Vice President, Finance from June 2017 to March 2018 and Vice President, Operations Finance from August 2015 to June 2017. Prior to Forum Energy, Mr. Mercado was an investment banker with the Oil and Gas Group of Credit Suisse Securities (USA) LLC where he worked with oilfield services companies from 2005 to 2011. Between 1998 and 2005, Mr. Mercado was an investment banker at UBS Investment Bank and Bank of America Merrill Lynch, working primarily with companies in the oil and gas industry. Mr. Mercado currently serves as Mr. Mercado has extensive public company finance and accounting experience, and he has significant experience in corporate | |
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| FRANKLIN MYERS Director and Chairman of the Board ■ Age | | | | Franklin Myers has served as a Director of the Company since May 2005 and as Mr. Myers has several decades of public company experience, with a particular knowledge of operations, financial management, and legal affairs. Additionally, Mr. Myers has significant experience serving on other public company boards and has served as an adjunct professor at the University of Texas School of Law where he taught a course on mergers and acquisitions. | |
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| WILLIAM J. SANDBROOK Director ■ Age | | | | William J. Sandbrook has served as a Director of the Company since April 2018. Mr. Sandbrook has served as Chairman and Co-CEO of Andretti Acquisition Corp. since January 2022. From August 2011 until his retirement in April 2020, Mr. Sandbrook served as President and Chief Executive Officer of U.S. Concrete, Inc. and as the Chairman of the Board from May 2018 until April 2020. From June 2008 until August 2011, Mr. Sandbrook was Chief Executive Officer of Oldcastle Inc.’s Products and Distribution Group. From 2006 to June 2008, Mr. Sandbrook was Chief Executive Officer of Oldcastle Architectural Product’s Group responsible for Oldcastle’s U.S. and Canadian Operations, as well as CRH plc’s business in South America. From 1996 to 2006, Mr. Sandbrook served in various roles at Oldcastle Materials, including most recently as President of Oldcastle Materials West Division. From 1995 to 1996, Mr. Sandbrook served as President and Chief Executive Officer of Tilcon New York, and as Vice President from 1992 to 1995. Prior to 1992, Mr. Sandbrook spent thirteen years in the U.S. Army. Mr. Sandbrook has over | |
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| CONSTANCE E. SKIDMORE Director ■ Age | | | | Constance E. Skidmore has served as a Director of the Company since December 2012. Ms. Skidmore retired from PricewaterhouseCoopers, a public accounting firm, in 2009 after serving for more than two decades as a partner, including a term on its governing board. Ms. Skidmore serves on the Board of Directors and chairs the Audit Ms. Skidmore has more than thirty years of experience in accounting and finance, including in the construction industry, and significant experience and knowledge in talent management and strategic planning. | |
| | | | | | |
| VANCE W. TANG Director ■ Age | | | | Vance W. Tang has served as a Director of the Company since December 2012. Mr. Tang has been President and Owner of VanTegrity Consulting, a strategy and leadership consulting services and executive coaching provider, since August 2012. Mr. Tang previously owned a wealth management business, VanTegrity Financial, LLC, from February 2012 to December 2016. He served as President and Chief Executive Officer of the U.S. subsidiary of KONE OY, a public company and a leading global provider of elevators and escalators, and Executive Vice President of KONE Corporation from February 2007 until August 2012. In this role, he led the organization through a major transformation around customer focus and profitable growth. Prior to joining KONE, he was Vice President and General Manager at Honeywell Building Control Systems. Previously, he spent over fourteen years at Trane, a supplier of heating, ventilation, and air conditioning systems to both the residential and commercial markets. He serves as the Chairman of the Board of Directors of American Woodmark Corporation (NASDAQ:AMWD) and previously on the Board of Governors of the Center for Creative Leadership. Mr. Tang has a Bachelor of Science degree in Electrical Engineering and an MBA degree from the University of Wisconsin. Mr. Tang has deep operations experience in the building construction and service industries, including experience as a Chief Executive Officer, and he also has experience serving on other public company boards. Additionally, Mr. Tang is currently serving as our Board Liaison for Cybersecurity, leveraging his engineering background and business leadership experience. | |
| | | | | | |
| CINDY L. WALLIS-LAGE Director Nominee ■ Age | | | | Cindy L. Wallis-Lage Ms. Wallis-Lage has a background in engineering as well as experience in areas such as senior leadership, corporate governance, and sustainability. She also has experience serving as a board member. | |
| |
| | | The Board of Directors recommends that stockholders vote FOR the Directors listed above in Proposal Number 1. | |
| | | | | ||
| http://investors.comfortsystemsusa.com under the “Governance” tab | | | | Comfort Systems USA, Inc. Attention: Office of the General Counsel 675 Bering Drive, Suite 400 Houston, Texas 77057 | |
| | | | | | | | | | | | |||||||||||||||
| | | | | | | WILLIAM J. SANDBROOK | | | CONSTANCE E. SKIDMORE | | | CINDY L. WALLIS-LAGE | |
| | | | | | | | | | | | |||||||||
| ALAN P. KRUSI | | | DARCY G. ANDERSON | | | WILLIAM J. SANDBROOK | | | CONSTANCE E. SKIDMORE | | | VANCE W. TANG | | | CINDY L. WALLIS-LAGE | |
| | | | | | | | | | | | |||||||||
| VANCE W. TANG | | | DARCY G. ANDERSON | | | HERMAN | | | ALAN P. KRUSI | | | PABLO G. MERCADO | | | CONSTANCE E. SKIDMORE | |
| EXECUTIVE COMMITTEE | |
| | | | | | | | | | | ||||
| ■ ANNUAL SUSTAINABILITY REPORT | | | | ■ COMMITTEE CHARTERS | | | | ■ CODE OF CONDUCT | | | |||
| | | | | | | | | | | ||||
| ■ INDEPENDENCE GUIDELINES | | | | ■ GOVERNANCE STANDARDS | | | | ■ DIRECTOR RESIGNATION POLICY | | ||||
| | | | | | | | | | | ||||
| ■ SUPPLIER DIVERSITY POLICY | | | | ■ SUPPLIER CODE OF CONDUCT | | | | ■ ENVIRONMENTAL POLICY | |
| CODE OF CONDUCT | |
| INDEPENDENCE | |
| RETIREMENT POLICY | |
| ON OUR CORPORATE WEBSITE | | | | BY WRITING TO | |
| http://investors.comfortsystemsusa.com under the “Governance” tab | | | | Comfort Systems USA, Inc. Attention: Office of the General Counsel 675 Bering Drive, Suite 400 Houston, Texas 77057 | |
| DIRECTOR NOMINATION BY STOCKHOLDERS | |
| STOCKHOLDER ENGAGEMENT | |
| COMMUNICATIONS WITH THE BOARD | |
| BOARD LEADERSHIP STRUCTURE AND SELF-EVALUATION PROCESS | |
| THE BOARD’S ROLE IN RISK OVERSIGHT | |
| NAME(1) | | FEES EARNED OR PAID IN CASH ($) | | STOCK AWARDS(2) ($) | | ALL OTHER COMPENSATION(3) ($) | | TOTAL ($) | | NAME(1) | | FEES EARNED OR PAID IN CASH(2) ($) | | STOCK AWARDS(3) ($) | | ALL OTHER COMPENSATION(4) ($) | | TOTAL ($) | | ||||||||||||||||||||||||||||||||
| Darcy G. Anderson | | | | 60,000 | | | | | 159,967 | | | | | 0 | | | | | 219,967 | | | Darcy G. Anderson | | | | 60,000 | | | | | 159,977 | | | | | 0 | | | | | 219,977 | | | ||||||||
| Herman E Bulls | | | | 60,000 | | | | | 159,967 | | | | | 0 | | | | | 219,967 | | | Herman E Bulls | | | | 60,000 | | | | | 159,977 | | | | | 0 | | | | | 219,977 | | | ||||||||
| Alan P. Krusi | | | | 80,000 | | | | | 159,967 | | | | | 0 | | | | | 239,967 | | | Alan P. Krusi | | | | 80,000 | | | | | 159,977 | | | | | 0 | | | | | 239,977 | | | ||||||||
| Pablo G. Mercado | | | | 60,000 | | | | | 159,967 | | | | | 0 | | | | | 219,967 | | | Pablo G. Mercado | | | | 78,544 | | | | | 159,977 | | | | | 0 | | | | | 238,521 | | | ||||||||
| Franklin Myers | | | | 129,231 | | | | | 159,967 | | | | | 0 | | | | | 289,198 | | | Franklin Myers | | | | 150,453 | | | | | 159,977 | | | | | 0 | | | | | 310,430 | | | ||||||||
| William J. Sandbrook | | | | 60,000 | | | | | 159,967 | | | | | 0 | | | | | 219,967 | | | William J. Sandbrook | | | | 60,000 | | | | | 159,977 | | | | | 0 | | | | | 219,977 | | | ||||||||
| James H. Schultz | | | | 60,000 | | | | | 159,967 | | | | | 0 | | | | | 219,967 | | | Constance E. Skidmore | | | | 71,456 | | | | | 159,977 | | | | | 0 | | | | | 231,433 | | | ||||||||
| Constance E. Skidmore | | | | 90,000 | | | | | 159,967 | | | | | 0 | | | | | 249,967 | | | Vance W. Tang | | | | 80,000 | | | | | 159,977 | | | | | 0 | | | | | 239,977 | | | ||||||||
| Vance W. Tang | | | | 80,000 | | | | | 159,967 | | | | | 0 | | | | | 239,967 | | | Cindy L. Wallis-Lage | | | | 37,088 | | | | | 159,977 | | | | | 0 | | | | | 197,065 | | |
| Description | | | 2020 | | | 2019 | | ||||||
| Audit Fees | | | | $ | 2,307,950 | | | | | $ | 2,587,004 | | |
| Audit-Related Fees | | | | $ | 0 | | | | | $ | 0 | | |
| Tax Fees | | | | $ | 0 | | | | | $ | 0 | | |
| All Other Fees | | | | $ | 0 | | | | | $ | 0 | | |
| DESCRIPTION | | | 2021 | | | 2020 | | ||||||
| Audit Fees | | | | $ | 2,123,322 | | | | | $ | 0 | | |
| Audit-Related Fees | | | | $ | 0 | | | | | $ | 0 | | |
| Tax Fees | | | | $ | 0 | | | | | $ | 29,753(2) | | |
| All Other Fees | | | | $ | 2,051(1) | | | | | $ | 212,500(3) | | |
| | | The Board of Directors recommends that stockholders vote FOR Proposal Number 2. | |
| | | The Board of Directors recommends that stockholders vote FOR Proposal Number 3. | |
| | | Common Stock Beneficially Owned | | | | COMMON STOCK BENEFICIALLY OWNED | | ||||||||||||||||||||||||||||||||||||||||||||
| Name and Address of Beneficial Owner(s)(1) | | Shares Owned as of March 1, 2021 | | Shares Subject to Options Which Are or Will Become Exercisable Prior to April 30, 2021 | | Total Beneficial Ownership | | % of Class(2) | | NAME AND ADDRESS OF BENEFICIAL OWNER(S)(1) | | SHARES OWNED AS OF MARCH 1, 2022 | | SHARES SUBJECT TO OPTIONS WHICH ARE OR WILL BECOME EXERCISABLE PRIOR TO APRIL 30, 2022 | | TOTAL BENEFICIAL OWNERSHIP | | % OF CLASS(2) | | ||||||||||||||||||||||||||||||||
| Brian Lane | | | | 247,491(3) | | | | | 100,815(4) | | | | | 348,306 | | | | | * | | | BRIAN LANE | | | | 264,195(3) | | | | | 0 | | | | | 264,195 | | | | | * | | | ||||||||
| Franklin Myers | | | | 276,288 | | | | | 0 | | | | | 276,288 | | | | | * | | | FRANKLIN MYERS | | | | 199,450 | | | | | 0 | | | | | 199,450 | | | | | * | | | ||||||||
| William George | | | | 44,562(5) | | | | | 106,148(6) | | | | | 150,710 | | | | | * | | | WILLIAM GEORGE | | | | 43,571(4) | | | | | 46,307(5) | | | | | 89,878 | | | | | * | | | ||||||||
| James Schultz | | | | 88,914 | | | | | 0 | | | | | 88,914 | | | | | * | | | HERMAN BULLS | | | | 66,800 | | | | | 0 | | | | | 66,800 | | | | | * | | | ||||||||
| Herman Bulls | | | | 64,861 | | | | | 0 | | | | | 64,861 | | | | | * | | | DARCY ANDERSON | | | | 55,794 | | | | | 0 | | | | | 55,794 | | | | | * | | | ||||||||
| Darcy Anderson | | | | 53,855 | | | | | 0 | | | | | 53,855 | | | | | * | | | TRENT MCKENNA | | | | 30,017(6) | | | | | 8,325(7) | | | | | 38,342 | | | | | * | | | ||||||||
| Julie Shaeff | | | | 29,622(7) | | | | | 18,792(8) | | | | | 48,414 | | | | | * | | | CONSTANCE SKIDMORE | | | | 37,853 | | | | | 0 | | | | | 37,853 | | | | | * | | | ||||||||
| Constance Skidmore | | | | 38,914 | | | | | 0 | | | | | 38,914 | | | | | * | | | JULIE SHAEFF | | | | 20,355(8) | | | | | 12,849(9) | | | | | 33,204 | | | | | * | | | ||||||||
| Alan Krusi | | | | 32,914(9) | | | | | 0 | | | | | 32,914 | | | | | * | | | ALAN KRUSI | | | | 32,853(10) | | | | | 0 | | | | | 32,853 | | | | | * | | | ||||||||
| Vance Tang | | | | 32,859(10) | | | | | 0 | | | | | 32,859 | | | | | * | | | VANCE TANG | | | | 28,797(11) | | | | | 0 | | | | | 28,797 | | | | | * | | | ||||||||
| William Sandbrook | | | | 21,503 | | | | | 0 | | | | | 21,503 | | | | | * | | | WILLIAM SANDBROOK | | | | 23,442 | | | | | 0 | | | | | 23,442 | | | | | * | | | ||||||||
| Pablo Mercado | | | | 10,665 | | | | | 0 | | | | | 10,665 | | | | | * | | | PABLO MERCADO | | | | 12,604 | | | | | 0 | | | | | 12,604 | | | | | * | | | ||||||||
| Laura Howell | | | | 4,816(11) | | | | | 0 | | | | | 4,816 | | | | | * | | | LAURA HOWELL | | | | 5,168(12) | | | | | 0 | | | | | 5,168 | | | | | * | | | ||||||||
| Terrence Young | | | | 4,391(12) | | | | | 0 | | | | | 4,391 | | | | | * | | | CINDY WALLIS-LAGE | | | | 1,939(13) | | | | | 0 | | | | | 1,939 | | | | | * | | | ||||||||
| Cindy Wallis-Lage | | | | 0 | | | | | 0 | | | | | 0 | | | | | * | | | ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (14 PERSONS) | | | | 822,838 | | | | | 67,481 | | | | | 890,319 | | | | | 2.48% | | | ||||||||
| All executive officers and directors as a group (15 persons) | | | | 951,655 | | | | | 225,755 | | | | | 1,177,410 | | | | | 3.25% | | | BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK, NEW YORK 10055 | | | | | | | | | | | | | | 5,487,085(14) | | | | | 15.2% | | | ||||||||
| BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | | | | | | | | | | | | | | 5,445,294(13) | | | | | 15.0% | | | THE VANGUARD GROUP, INC. 100 VANGUARD BLVD. MALVERN, PENNSYLVANIA 19355 | | | | | | | | | | | | | | 3,691,256(15) | | | | | 10.24% | | | ||||||||
| The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | | | | | | | | | | 3,540,501(14) | | | | | 9.73% | | |
| BRIAN LANE | | | WILLIAM GEORGE | | | | | | | LAURA HOWELL | | |||||
| President and Chief Executive Officer since December 2011 | | | Executive Vice President and Chief Financial Officer since May 2005 | | | Executive Vice President and Chief Operating Officer since | | | Senior Vice President and Chief Accounting Officer since May 2005 | | | Senior Vice President, | since January 2019 | |
$ | | | $ | | | $ | | |||
REVENUE | | | | | GROSS PROFIT | |
$3.93 | | $180.2M | | | $160.9M | | |
EPS (PER DILUTED SHARE) | | | CASH FLOW FROM OPERATIONS | | | FREE CASH FLOW | |
| COMPENSATION PRACTICES | | |||||||||
| | | A majority of each | | | | | Executive officers and directors are subject to stock ownership requirements | | ||
| | | A majority of each | | | | | The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that apply to all executive officers | | ||
| | | 50% of each | | | | | The Committee engages an independent compensation consultant to advise on executive compensation matters | |
| The Committee viewed the outcome of that advisory vote—approval by more than 98% of the shares voted—as indicating that the Company’s stockholders support the Company’s overall approach to executive compensation and made no changes to our executive compensation program as a direct result of the vote. | | | |
| OUR COMPENSATION OBJECTIVES | | |||||||||
| | | providing competitive base pay consistent with job scope, experience, and related skills; | | | | | avoiding unnecessary and imprudent risks; and | | ||
| | | linking bonus opportunities to the Company’s performance; | | | | | attracting and motivating talented executive officers and minimizing turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership. | | ||
| | | granting equity compensation at competitive levels, a significant portion of which is performance-based; | | | | |
| OUR COMPENSATION PROGRAM IS DESIGNED TO | | |||||||||
| | | pay competitive levels of salary and total compensation; | | | | | align the interests of the Company’s executive officers with the long-term interests of the Company’s stockholders; and | | ||
| | | link executive pay to Company performance by making a significant portion of pay variable and not fixed; | | | | | reward long-term results. | |
| | |||||||
| ■ Quanta Services, Inc. | | | ■ EMCOR Group, Inc. | | | ■ | |
| ■ ABM Industries Incorporated | | | ■ Tutor Perini Corporation | | | ■ | |
| ■ Granite Construction Incorporated | | | ■ Dycom Industries, Inc. | | | ■ | |
| ■ Primoris Services Corporation | | | ■ Tetra Tech, Inc. | | | ■ | |
| ■ Aegion Corporation | | | ■ Sterling Construction Company, Inc. | | | ■ | |
| ■ Ameresco, Inc. | | | ■ | | | | |
| | | | | | | | | |||
| | | | | ■ Provide a fixed level of cash compensation for performing day-to-day functions ■ Attract and retain strong executive talent | | | ■ Levels are evaluated annually by the Committee ■ For | | ||
| | | | | ■ Reward annual financial and individual performance | | | ■ Target awards are established as a percentage of base salary ■ The majority of each award’s target opportunity is based on the achievement of objective, pre-established goals related to the Company’s EPS and FCF performance | | ||
| | | ■ Reward long-term Company performance ■ Encourage focus on growing stockholder value ■ Align management’s interests with stockholders’ interests ■ Encourage retention of key management employees, stability, and continuity of leadership | | | ■ Awards are provided through a combination of time-vesting RSUs and dollar-denominated PSUs ■ Dollar-denominated PSUs are earned based on the achievement of objective, pre-established performance goals, including total shareholder return relative to certain comparable companies and the Company’s EPS performance ■ RSUs are subject to a three-year vesting schedule; dollar-denominated PSUs that are earned based on performance cliff vest following the end of a three-year performance period | | ||||
| | | | | | ■ Attract and retain strong executive talent ■ Provide basic financial stability | | | ■ Participation in health, welfare, and retirement benefit plans, generally on the same terms as all other full-time employees of the Company | |
| | | |
| Named Executive Officer | | 2019 Base Salary | | 2020 Base Salary | | NAMED EXECUTIVE OFFICER | | 2020 BASE SALARY | | 2021 BASE SALARY | | ||||||||||||||||
| Brian Lane | | | $ | 740,000 | | | | $ | 765,000 | | | Brian Lane | | | $ | 765,000 | | | | $ | 792,000 | | | ||||
| William George | | | $ | 468,500 | | | | $ | 483,000 | | | ||||||||||||||||
| Julie Shaeff | | | $ | 297,500 | | | | $ | 307,000 | | | ||||||||||||||||
| Terrence Young | | | $ | 250,000 | | | | $ | 258,000 | | | ||||||||||||||||
| Laura Howell | | | $ | 240,000 | | | | $ | 265,000 | | |
| NAMED EXECUTIVE OFFICER | | | 2020 BASE SALARY | | | 2021 BASE SALARY | | ||||||
| William George | | | | $ | 483,000 | | | | | $ | 500,000 | | |
| Trent McKenna | | | | | N/A | | | | | $ | 400,000 | | |
| Julie Shaeff | | | | $ | 307,000 | | | | | $ | 317,000 | | |
| Laura Howell | | | | $ | 265,000 | | | | | $ | 300,000 | | |
| | | | Target Annual Incentive Opportunity as a Percent of Base Salary | | |||||||||||||||
| Named Executive Officer | | | Target Corporate Financial Incentive | | | Target Individual Performance Incentive | | | Total Target Incentive Opportunity | | |||||||||
| Brian Lane | | | | | 110% | | | | | | 10% | | | | | | 120% | | |
| William George | | | | | 90% | | | | | | 10% | | | | | | 100% | | |
| Julie Shaeff | | | | | 65% | | | | | | 10% | | | | | | 75% | | |
| Terrence Young | | | | | 65% | | | | | | 10% | | | | | | 75% | | |
| Laura Howell | | | | | 40% | | | | | | 10% | | | | | | 50% | | |
| | | | TARGET ANNUAL INCENTIVE OPPORTUNITY AS A PERCENT OF BASE SALARY | | |||||||||||||||
| NAMED EXECUTIVE OFFICER | | | TARGET CORPORATE FINANCIAL INCENTIVE | | | TARGET INDIVIDUAL PERFORMANCE INCENTIVE | | | TOTAL TARGET INCENTIVE OPPORTUNITY | | |||||||||
| Brian Lane | | | | | 110% | | | | | | 10% | | | | | | 120% | | |
| William George | | | | | 90% | | | | | | 10% | | | | | | 100% | | |
| Trent McKenna | | | | | 90% | | | | | | 10% | | | | | | 100% | | |
| Julie Shaeff | | | | | 65% | | | | | | 10% | | | | | | 75% | | |
| Laura Howell | | | | | 55% | | | | | | 10% | | | | | | 65% | | |
| Named Executive Officer | | | Base Salary | | | EPS Incentive Award Levels (as a % of Base Salary) | | | FCF Incentive Award Levels (as a % of Base Salary) | | |||||||||||||||||||||||||||||||||
| Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||
| Brian Lane | | | | $ | 765,000 | | | | | | 15.4% | | | | | | 77% | | | | | | 115.5% | | | | | | 6.6% | | | | | | 33% | | | | | | 49.5% | | |
| William George | | | | $ | 483,000 | | | | | | 12.6% | | | | | | 63% | | | | | | 94.5% | | | | | | 5.4% | | | | | | 27% | | | | | | 40.5% | | |
| Julie Shaeff | | | | $ | 307,000 | | | | | | 9.1% | | | | | | 45.5% | | | | | | 68.25% | | | | | | 3.9% | | | | | | 19.5% | | | | | | 29.25% | | |
| Terrence Young | | | | $ | 258,000 | | | | | | 9.1% | | | | | | 45.5% | | | | | | 68.25% | | | | | | 3.9% | | | | | | 19.5% | | | | | | 29.25% | | |
| Laura Howell | | | | $ | 265,000 | | | | | | 5.6% | | | | | | 28% | | | | | | 42% | | | | | | 2.4% | | | | | | 12% | | | | | | 18% | | |
| EPS | | | Threshold | | | $1.75 | | | | |
| Target | | | $3.40* | | | | | |||
| Max | | | $4.20* | | | | |
| FCF | | | Threshold | | | $64.0M | | | | |
| Target | | | $116.2M | | | |||||
| Max | | | $150.0M | | |
| Named Executive Officer | | Base Salary | | | EPS Incentive Award Achievement | | FCF Incentive Award Achievement | | Corporate Financial Incentive Awarded | | NAMED EXECUTIVE OFFICER | | BASE SALARY | | | EPS INCENTIVE AWARD ACHIEVEMENT | | FCF INCENTIVE AWARD ACHIEVEMENT | | CORPORATE FINANCIAL INCENTIVE AWARDED | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (as a % of Base Salary) | | (in dollars) | | (as a % of Base Salary) | | (in dollars) | | (as a % of Base Salary) | | (in dollars) | | | (AS A % OF BASE SALARY) | | (IN DOLLARS) | | (AS A % OF BASE SALARY) | | (IN DOLLARS) | | (AS A % OF BASE SALARY) | | (IN DOLLARS) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | $ | 765,000 | | | | | 115.5% | | | | $ | 883,575 | | | | | 49.5% | | | | $ | 378,675 | | | | | 165.0% | | | | $ | 1,262,250 | | | Brian Lane | | | $ | 792,000 | | | | | 102.5% | | | | $ | 811,850 | | | | | 49.5% | | | | $ | 392,040 | | | | | 152.0% | | | | $ | 1,203,890 | | | ||||||||||||||
| William George | | | $ | 483,000 | | | | | 94.5% | | | | $ | 456,435 | | | | | 40.5% | | | | $ | 195,615 | | | | | 135.0% | | | | $ | 652,050 | | | William George | | | $ | 500,000 | | | | | 83.9% | | | | $ | 419,344 | | | | | 40.5% | | | | $ | 202,500 | | | | | 124.4% | | | | $ | 621,844 | | | ||||||||||||||
| Julie Shaeff | | | $ | 307,000 | | | | | 68.3% | | | | $ | 209,528 | | | | | 29.3% | | | | $ | 89,798 | | | | | 97.5% | | | | $ | 299,325 | | | Trent McKenna | | | $ | 400,000 | | | | | 83.9% | | | | $ | 335,475 | | | | | 40.5% | | | | $ | 162,000 | | | | | 124.4% | | | | $ | 497,475 | | | ||||||||||||||
| Terrence Young | | | $ | 258,000 | | | | | 68.3% | | | | $ | 176,085 | | | | | 29.3% | | | | $ | 75,465 | | | | | 97.5% | | | | $ | 251,550 | | | Julie Shaeff | | | $ | 317,000 | | | | | 60.6% | | | | $ | 192,013 | | | | | 29.3% | | | | $ | 92,723 | | | | | 89.8% | | | | $ | 284,736 | | | ||||||||||||||
| Laura Howell | | | $ | 265,000 | | | | | 42.0% | | | | $ | 111,300 | | | | | 18.0% | | | | $ | 47,700 | | | | | 60.0% | | | | $ | 159,000 | | | Laura Howell | | | $ | 300,000 | | | | | 51.3% | | | | $ | 153,759 | | | | | 24.8% | | | | $ | 74,250 | | | | | 76.0% | | | | $ | 228,009 | | |
| | | | |||||
| Brian Lane | | | | | Grow acquired revenue | | |
| | | | | | Advance strategic service growth initiatives | | |
| | | | | | Improve Company-wide employee safety measure(1) | | |
| | | | | | Achieve Company-wide diversity and inclusion initiative annual goals | | |
| William George | | | | | Grow acquired revenue | | |
| | | | | | Improve Company-wide employee safety measure(1) | | |
| | | | | Achieve | | ||
| Trent McKenna | | | | | Accomplish IT/Innovation strategic goals | | |
| | | | |||||
| | Advance strategic service growth initiatives | | |||||
| | | | | | Improve Company-wide employee safety measure(1) | | |
| | | | | | |||
| Julie Shaeff | | | | | Complete 2021 target implementations for ERP strategy | | |
| | | | | | Accomplish certain professional | | |
| | | | | | Improve Company-wide employee safety measure(1) | | |
| | | | | | Achieve Company-wide diversity and inclusion initiative annual goals | | |
| Laura Howell | | | | | Accomplish cyber security strategy priorities | | |
| | | | | | Develop ESG Sustainability Report | | |
| | | | | | Improve Company-wide employee safety measure(1) | | |
| | | | | | Achieve Company-wide diversity and inclusion initiative annual goals | |
| Named Executive Officer | | Base Salary | | | Individual Performance Incentive Opportunity (as a % of Base Salary) | | | Individual Performance Score | | | Individual Performance Incentive | | NAMED EXECUTIVE OFFICER | | BASE SALARY | | | INDIVIDUAL PERFORMANCE INCENTIVE OPPORTUNITY (AS A % OF BASE SALARY) | | | INDIVIDUAL PERFORMANCE SCORE | | | INDIVIDUAL PERFORMANCE INCENTIVE | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold | | Target | | Maximum | | (as a % of Base Salary) | | (in dollars) | | | THRESHOLD | | TARGET | | MAXIMUM | | (AS A % OF BASE SALARY) | | (IN DOLLARS) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | $ | 765,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 140.0% | | | | | 14.0% | | | | $ | 107,100 | | | Brian Lane | | | $ | 792,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 148.8% | | | | | 14.9% | | | | $ | 117,850 | | | ||||||||||||||
| William George | | | $ | 483,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 200.0% | | | | | 20.0% | | | | $ | 96,600 | | | William George | | | $ | 500,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 148.8% | | | | | 14.9% | | | | $ | 74,400 | | | ||||||||||||||
| Julie Shaeff | | | $ | 307,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 155.0% | | | | | 15.5% | | | | $ | 47,585 | | | Trent McKenna | | | $ | 400,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 148.8% | | | | | 14.9% | | | | $ | 59,520 | | | ||||||||||||||
| Terrence Young | | | $ | 258,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 95.8% | | | | | 9.6% | | | | $ | 24,704 | | | Julie Shaeff | | | $ | 317,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 178.8% | | | | | 17.9% | | | | $ | 56,680 | | | ||||||||||||||
| Laura Howell | | | $ | 265,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 177.5% | | | | | 17.8% | | | | $ | 47,038 | | | Laura Howell | | | $ | 300,000 | | | | | 1% | | | | | 10% | | | | | 20% | | | | | 138.8% | | | | | 13.9% | | | | $ | 41,640 | | |
| | | | | | |||
| RSUs | | | ■ 50% of total LTI grant value ■ Vest ratably over three years | | | ■ Value dependent upon stock price performance ■ Enhances retention of executive talent ■ Encourages long-term stock ownership | |
| PSUs | | | ■ 50% of total LTI grant value (assuming target performance) ■ Vest following the end of a three-year performance period, contingent upon achievement of specified levels of performance measured for each year during such period ■ Dollar-denominated awards ■ Settled in shares based upon stock price following the end of the performance period ■ Performance based upon: EPS performance (50%) and TSR (defined below) performance against peers (50%) | | | ■ Performance-based ■ EPS performance goals reward focus on sustainable year-over-year profitability ■ TSR performance goals reward focus on producing stockholder returns in excess of those produced by comparable companies | |
| Named Executive Officer | | Base Salary | | Salary Percentage for Calculating Plan Awards | | Number of RSUs Awarded | | Dollar Value of PSUs Awarded (at target) | | Value of Awards under Plan (at target) | | NAMED EXECUTIVE OFFICER | | BASE SALARY | | SALARY PERCENTAGE FOR CALCULATING PLAN AWARDS | | NUMBER OF RSUS AWARDED | | DOLLAR VALUE OF PSUS AWARDED (AT TARGET) | | VALUE OF AWARDS UNDER PLAN (AT TARGET) | | ||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | $ | 765,000 | | | | | 250% | | | | | 22,638 | | | | $ | 956,250 | | | | $ | 1,912,500 | | | Brian Lane | | | $ | 792,000 | | | | | 300% | | | | | 15,903 | | | | $ | 1,188,000 | | | | $ | 2,376,000 | | | ||||||||||
| William George | | | $ | 483,000 | | | | | 150% | | | | | 8,575 | | | | $ | 362,250 | | | | $ | 724,500 | | | William George | | | $ | 500,000 | | | | | 160% | | | | | 5,354 | | | | $ | 400,000 | | | | $ | 800,000 | | | ||||||||||
| Julie Shaeff | | | $ | 307,000 | | | | | 80% | | | | | 2,907 | | | | $ | 122,800 | | | | $ | 245,600 | | | Trent McKenna | | | $ | 400,000 | | | | | 115% | | | | | 3,078 | | | | $ | 230,000 | | | | $ | 460,000 | | | ||||||||||
| Terrence Young | | | $ | 258,000 | | | | | 75% | | | | | 2,290 | | | | $ | 96,750 | | | | $ | 193,500 | | | Julie Shaeff | | | $ | 317,000 | | | | | 80% | | | | | 1,697 | | | | $ | 126,800 | | | | $ | 253,600 | | | ||||||||||
| Laura Howell | | | $ | 265,000 | | | | | 60% | | | | | 1,882 | | | | $ | 79,500 | | | | $ | 159,000 | | | Laura Howell | | | $ | 300,000 | | | | | 75% | | | | | 1,506 | | | | $ | 112,500 | | | | $ | 225,000 | | |
| | | | | | |||
| Earnings Per Share | | | ■ Company’s actual EPS performance relative to pre-established EPS performance goals | | | ■ 50% | |
| Relative Total Shareholder Return | | | ■ Company’s performance relative to comparable companies* | | | ■ 50% | |
| | | Relative TSR | | | EPS | | | | RELATIVE TSR | | | EPS | | ||||||||||||||||||||||||||
| Performance Level | | Percentage of Target Earned | | Performance Measure | | Percentage of Target Earned | | Performance Measure | | PERFORMANCE LEVEL | | PERCENTAGE OF TARGET EARNED | | PERFORMANCE MEASURE | | PERCENTAGE OF TARGET EARNED | | PERFORMANCE MEASURE | | ||||||||||||||||||||
| Maximum | | | | 200% | | | 75th Percentile or Above | | | | 200% | | | Over 120% of Target | | Maximum | | | | 200% | | | 75th Percentile or Above | | | | 200% | | | Over 120% of Target | | ||||||||
| Target | | | | 100% | | | 50th Percentile | | | | 100% | | | 100% of Target | | Target | | | | 100% | | | 50th Percentile | | | | 100% | | | 100% of Target | | ||||||||
| Threshold | | | | 50% | | | 25th Percentile | | | | 25% | | | 70% of Target | | Threshold | | | | 50% | | | 25th Percentile | | | | 25% | | | 70% of Target | | ||||||||
| Below Threshold | | | | 0% | | | Below 25th Percentile | | | | 0% | | | Below 70% of Target | | Below Threshold | | | | 0% | | | Below 25th Percentile | | | | 0% | | | Below 70% of Target | |
| | | | 2018 | | | 2019 | | | 2020 | | | 3 Year Average | | | Payout factor (% of target) | | |||||||||||||||
| EPS | | | | | 129% | | | | | | 97% | | | | | | 129% | | | | | | 118% | | | | | | 191% | | |
| TSR | | | | | 86% | | | | | | 36% | | | | | | 50% | | | | | | 57% | | | | | | 129% | | |
| | | | 2019 | | | 2020 | | | 2021 | | | 3 YEAR AVERAGE | | | PAYOUT FACTOR (% OF TARGET) | | |||||||||||||||
| EPS | | | | | 97% | | | | | | 129% | | | | | | 129% | | | | | | 118% | | | | | | 191% | | |
| TSR | | | | | 40% | | | | | | 47% | | | | | | 93% | | | | | | 60% | | | | | | 140% | | |
| Name and Principal Position | | Year | | Salary ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | NAME AND PRINCIPAL POSITION | | YEAR | | SALARY ($) | | STOCK AWARDS ($)(1) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | | ALL OTHER COMPENSATION ($)(3) | | TOTAL ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane, | | | | | 2020 | | | | $ | 765,000 | | | | $ | 1,912,479 | | | | $ | 0 | | | | $ | 1,369,350 | | | | $ | 13,173 | | | | $ | 4,060,002 | | | Brian Lane, | | | | | 2021 | | | | $ | 792,000 | | | | $ | 2,375,954 | | | | $ | 1,321,739 | | | | $ | 13,394 | | | | $ | 4,503,087 | | | |||||||||||
| President and Chief | | | | | 2019 | | | | $ | 740,000 | | | | $ | 1,849,959 | | | | $ | 0 | | | | $ | 819,702 | | | | $ | 13,142 | | | | $ | 3,422,803 | | | President and Chief | | | | | 2020 | | | | $ | 765,000 | | | | $ | 1,912,479 | | | | $ | 1,369,350 | | | | $ | 13,173 | | | | $ | 4,060,002 | | | |||||||||||
| Executive Officer | | | | 2018 | | | | $ | 715,000 | | | | $ | 1,000,995 | | | | $ | 428,993 | | | | $ | 1,179,750 | | | | $ | 12,816 | | | | $ | 3,337,554 | | | Executive Officer | | | | 2019 | | | | $ | 740,000 | | | | $ | 1,849,959 | | | | $ | 819,702 | | | | $ | 13,142 | | | | $ | 3,422,803 | | | |||||||||||||
| William George, | | | | | 2020 | | | | $ | 483,000 | | | | $ | 724,458 | | | | $ | 0 | | | | $ | 748,650 | | | | $ | 9,577 | | | | $ | 1,965,685 | | | William George, | | | | | 2021 | | | | $ | 500,000 | | | | $ | 799,944 | | | | $ | 696,244 | | | | $ | 9,936 | | | | $ | 2,006,124 | | | |||||||||||
| Executive Vice President | | | | | 2019 | | | | $ | 468,500 | | | | $ | 702,749 | | | | $ | 0 | | | | $ | 505,476 | | | | $ | 8,396 | | | | $ | 1,685,121 | | | Executive Vice President | | | | | 2020 | | | | $ | 483,000 | | | | $ | 724,458 | | | | $ | 748,650 | | | | $ | 9,577 | | | | $ | 1,965,685 | | | |||||||||||
| and Chief Financial Officer | | | | 2018 | | | | $ | 451,000 | | | | $ | 441,940 | | | | $ | 189,408 | | | | $ | 690,030 | | | | $ | 8,656 | | | | $ | 1,781,034 | | | and Chief Financial Officer | | | | 2019 | | | | $ | 468,500 | | | | $ | 702,749 | | | | $ | 505,476 | | | | $ | 8,396 | | | | $ | 1,685,121 | | | |||||||||||||
| Julie Shaeff, | | | | | 2020 | | | | $ | 307,000 | | | | $ | 245,592 | | | | $ | 0 | | | | $ | 346,910 | | | | $ | 8,397 | | | | $ | 907,898 | | | Trent McKenna, | | | | | 2021 | | | | $ | 400,000 | | | | $ | 459,927 | | | | $ | 556,995 | | | | $ | 8,423 | | | | $ | 1,425,345 | | | |||||||||||
| Senior Vice President and | | | | | 2019 | | | | $ | 297,500 | | | | $ | 237,963 | | | | $ | 0 | | | | $ | 203,592 | | | | $ | 8,122 | | | | $ | 747,177 | | | Executive Vice President | | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||
| Chief Accounting Officer | | | | 2018 | | | | $ | 286,500 | | | | $ | 150,380 | | | | $ | 64,454 | | | | $ | 281,486 | | | | $ | 8,143 | | | | $ | 790,963 | | | and Chief Operating Officer | | | | 2019 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||
| Terrence Young, | | | | | 2020 | | | | $ | 258,000 | | | | $ | 193,480 | | | | $ | 0 | | | | $ | 276,254 | | | | $ | 7,310 | | | | $ | 735,043 | | | Julie Shaeff, | | | | | 2021 | | | | $ | 317,000 | | | | $ | 253,566 | | | | $ | 341,415 | | | | $ | 8,962 | | | | $ | 920,943 | | | |||||||||||
| Senior Vice President of Service | | | | 2019 | | | | $ | 250,000 | | | | $ | 187,474 | | | | $ | 0 | | | | $ | 184,831 | | | | $ | 7,858 | | | | $ | 630,163 | | | Senior Vice President and | | | | | 2020 | | | | $ | 307,000 | | | | $ | 245,592 | | | | $ | 346,910 | | | | $ | 8,397 | | | | $ | 907,898 | | | ||||||||||||
| Laura Howell, | | | | | 2020 | | | | $ | 265,000 | | | | $ | 158,996 | | | | $ | 0 | | | | $ | 206,038 | | | | $ | 7,213 | | | | $ | 637,246 | | | Chief Accounting Officer | | | | 2019 | | | | $ | 297,500 | | | | $ | 237,963 | | | | $ | 203,592 | | | | $ | 8,122 | | | | $ | 747,177 | | | ||||||||||||
| Vice President and General Counsel | | | | 2019 | | | | $ | 240,000 | | | | $ | 119,950 | | | | $ | 0 | | | | $ | 115,114 | | | | $ | 7,378 | | | | $ | 482,442 | | | Laura Howell, | | | | | 2021 | | | | $ | 300,000 | | | | $ | 224,998 | | | | $ | 269,649 | | | | $ | 7,527 | | | | $ | 802,175 | | | ||||||||||||
| Senior Vice President, | | | | | 2020 | | | | $ | 265,000 | | | | $ | 158,996 | | | | $ | 206,038 | | | | $ | 7,213 | | | | $ | 637,246 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| General Counsel, and Secretary | | | | 2019 | | | | $ | 240,000 | | | | $ | 119,950 | | | | $ | 115,114 | | | | $ | 7,378 | | | | $ | 482,442 | | |
| | | 401(k) Match | | Executive Disability & Group Term Life(1) | | Fitness(2) | | | | 401(K) MATCH | | EXECUTIVE DISABILITY & GROUP TERM LIFE(A) | | FITNESS(B) | | ||||||||||||||||||||||||
| Brian Lane | | | $ | 7,000 | | | | $ | 5,933 | | | | $ | 240 | | | Brian Lane | | | $ | 7,000 | | | | $ | 6,394 | | | | $ | 0 | | | ||||||
| William George | | | $ | 7,000 | | | | $ | 2,337 | | | | $ | 240 | | | William George | | | $ | 7,000 | | | | $ | 2,696 | | | | $ | 240 | | | ||||||
| Julie Shaeff | | | $ | 7,000 | | | | $ | 1,397 | | | | $ | 0 | | | Trent McKenna | | | $ | 7,250 | | | | $ | 933 | | | | $ | 240 | | | ||||||
| Terrence Young | | | $ | 6,181 | | | | $ | 1,129 | | | | $ | 0 | | | Julie Shaeff | | | $ | 7,250 | | | | $ | 1,712 | | | | $ | 0 | | | ||||||
| Laura Howell | | | $ | 6,990 | | | | $ | 224 | | | | $ | 0 | | | Laura Howell | | | $ | 7,000 | | | | $ | 527 | | | | $ | 0 | | |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock Awards ($)(4) | | | | | | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | ��� | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(4) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold ($) | | Target ($) | | Maximum ($) | | NAME | | GRANT DATE | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | | | | | | | $ | 175,950 | | | | $ | 918,000 | | | | $ | 1,415,250 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Brian Lane | | | | | | | | | $ | 182,160 | | | | $ | 950,400 | | | | $ | 1,465,200 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | $ | 119,531 | | | | $ | 956,250 | | | | $ | 1,912,500 | | | | | — | | | | $ | 956,250 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | $ | 148,500 | | | | $ | 1,188,000 | | | | $ | 2,376,000 | | | | | — | | | | $ | 1,188,000 | | | |||||||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 22,638 | | | | $ | 956,229 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,903 | | | | $ | 1,187,954 | | | |||||||||||||||||||||
| William George | | | | | | | | | $ | 91,770 | | | | $ | 483,000 | | | | $ | 748,650 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | William George | | | | | | | | | $ | 95,000 | | | | $ | 500,000 | | | | $ | 775,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | $ | 45,281 | | | | $ | 362,250 | | | | $ | 724,500 | | | | | — | | | | $ | 362,250 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | $ | 50,000 | | | | $ | 400,000 | | | | $ | 800,000 | | | | | — | | | | $ | 400,000 | | | |||||||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,575 | | | | $ | 362,208 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,354 | | | | $ | 399,944 | | | |||||||||||||||||||||
| Julie Shaeff | | | | | | | | | $ | 42,980 | | | | $ | 230,250 | | | | $ | 360,725 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Trent McKenna | | | | | | | | | $ | 76,000 | | | | $ | 400,000 | | | | $ | 620,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | $ | 15,350 | | | | $ | 122,800 | | | | $ | 245,600 | | | | | — | | | | $ | 122,800 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | $ | 28,750 | | | | $ | 230,000 | | | | $ | 460,000 | | | | | — | | | | $ | 230,000 | | | |||||||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,907 | | | | $ | 122,792 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,078 | | | | $ | 229,927 | | | |||||||||||||||||||||
| Terrence Young | | | | | | | | | $ | 36,120 | | | | $ | 193,500 | | | | $ | 303,150 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Julie Shaeff | | | | | | | | | $ | 44,380 | | | | $ | 237,750 | | | | $ | 372,475 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | $ | 12,094 | | | | $ | 96,750 | | | | $ | 193,500 | | | | | — | | | | $ | 96,750 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | $ | 15,850 | | | | $ | 126,800 | | | | $ | 253,600 | | | | | — | | | | $ | 126,800 | | | |||||||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,290 | | | | $ | 96,730 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,697 | | | | $ | 126,766 | | | |||||||||||||||||||||
| Laura Howell | | | | | | | | | $ | 23,850 | | | | $ | 132,500 | | | | $ | 212,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Laura Howell | | | | | | | | | $ | 36,000 | | | | $ | 195,000 | | | | $ | 307,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | $ | 9,938 | | | | $ | 79,500 | | | | $ | 159,000 | | | | | — | | | | $ | 79,500 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | $ | 14,063 | | | | $ | 112,500 | | | | $ | 225,000 | | | | | — | | | | $ | 112,500 | | | |||||||||||||||||||||
| | | 3/5/20 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,882 | | | | $ | 79,496 | | | | | | 3/10/21 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,506 | | | | $ | 112,498 | | |
| | | | Option Awards | | | Number of Shares or Units of Stock that Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)(5) | | | | | OPTION AWARDS | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4) | | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED($)(5) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | NAME | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | | | 14,547 | | | | | | | | | $ | 19.67 | | | | | 3/25/2025 | | | | | | | | | | | | | | | | | | | | | | | Brian Lane | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| | | 27,407 | | | | | | | | | $ | 30.36 | | | | | 3/23/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 36,920 | | | | $ | 3,652,865 | | | | | | | | | | | | | |||||||||||||||||||
| | | 25,988 | | | | | | | | | $ | 36.25 | | | | | 3/08/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,475 | | | | $ | 1,531,104 | | | | | | | | | | | | | |||||||||||||||||||
| | | 21,915 | | | | | 10,958 | | | | $ | 42.50 | | | | | 3/07/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,329 | | | | $ | 1,912,500 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 37,852 | | | | $ | 1,993,286 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,014 | | | | $ | 2,376,000 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 17,367 | | | | $ | 914,568 | | | | | | | | | | | | | William George | | | | | 16,371 | | | | | — | | | | $ | 30.36 | | | | | 03/23/2026 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,131 | | | | $ | 1,850,000 | | | | | | 15,422 | | | | | | | | | $ | 36.25 | | | | | 03/08/2027 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 36,317 | | | | $ | 1,912,500 | | | | | | 14,514 | | | | | | | | | $ | 42.50 | | | | | 03/07/2028 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| William George | | | | | 12,000 | | | | | | | | | $ | 13.86 | | | | | 3/20/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,322 | | | | $ | 1,318,079 | | | | | | | | | | | | | ||||||||||||||||
| | | 26,786 | | | | | | | | | $ | 16.15 | | | | | 3/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,878 | | | | $ | 581,614 | | | | | | | | | | | | | |||||||||||||||||||
| | | 21,055 | | | | | | | | | $ | 19.67 | | | | | 3/25/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,322 | | | | $ | 724,500 | | | |||||||||||||||||||
| | | 16,371 | | | | | | | | | $ | 30.36 | | | | | 3/23/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,085 | | | | $ | 800,000 | | | |||||||||||||||||||
| | | 15,422 | | | | | | | | | $ | 36.25 | | | | | 3/08/2027 | | | | | | | | | | | | | | | | | | | | | | | Trent McKenna | | | | | 2,939 | | | | | — | | | | $ | 30.36 | | | | | 03/23/2026 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | 9,676 | | | | | 4,838 | | | | $ | 42.50 | | | | | 3/07/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,076 | | | | | | | | | $ | 36.25 | | | | | 03/08/2027 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 14,561 | | | | $ | 766,782 | | | | | | | | | | | | | | | | 2,310 | | | | | | | | | $ | 42.50 | | | | | 03/07/2028 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 7,668 | | | | $ | 403,817 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,546 | | | | $ | 746,601 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,345 | | | | $ | 702,750 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,293 | | | | $ | 325,878 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,758 | | | | $ | 724,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,107 | | | | $ | 406,350 | | | |||||||||||||||||||
| Julie Shaeff | | | | | 519 | | | | | | | | | $ | 11.21 | | | | | 3/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,649 | | | | $ | 460,000 | | | ||||||||||||||||
| | | 1,424 | | | | | | | | | $ | 13.86 | | | | | 3/20/2023 | | | | | | | | | | | | | | | | | | | | | | | Julie Shaeff | | | | | 1,067 | | | | | — | | | | $ | 16.15 | | | | | 03/19/2024 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | 2,067 | | | | | | | | | $ | 16.15 | | | | | 3/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,030 | | | | | | | | | $ | 19.67 | | | | | 03/25/2025 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 2,030 | | | | | | | | | $ | 19.67 | | | | | 3/25/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,420 | | | | | | | | | $ | 30.36 | | | | | 03/23/2026 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 4,420 | | | | | | | | | $ | 30.36 | | | | | 3/23/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,393 | | | | | | | | | $ | 36.25 | | | | | 03/08/2027 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 3,393 | | | | | | | | | $ | 36.25 | | | | | 3/08/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | 4,939 | | | | | | | | | $ | 42.50 | | | | | 03/07/2028 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 3,293 | | | | | 1,646 | | | | $ | 42.50 | | | | | 3/07/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,397 | | | | $ | 435,039 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 4,936 | | | | $ | 259,930 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,990 | | | | $ | 196,974 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 2,609 | | | | $ | 137,425 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,482 | | | | $ | 245,600 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,519 | | | | $ | 238,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,563 | | | | $ | 253,600 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,663 | | | | $ | 245,600 | | | Laura Howell | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| Terrence Young | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,145 | | | | $ | 311,166 | | | | | | | | | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 3,491 | | | | $ | 183,836 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,003 | | | | $ | 99,315 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | — | | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,607 | | | | $ | 159,000 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,560 | | | | $ | 187,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,274 | | | | $ | 225,000 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,674 | | | | $ | 193,500 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laura Howell | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 2,948 | | | | $ | 155,242 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | — | | | | $ | — | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,278 | | | | $ | 120,000 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,019 | | | | $ | 159,000 | | |
| | | | Option Awards | | | RSU Awards | | PSU Awards | | | | | OPTION AWARDS | | | RSU AWARDS | | PSU AWARDS | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(3) | | NAME | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | VALUE REALIZED ON EXERCISE ($)(1) | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($)(2) | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($)(3) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Brian Lane | | | | 79,337 | | | | $ | 2,555,534 | | | | | 12,061 | | | | $ | 421,351 | | | | | 14,948 | | | | $ | 631,404 | | | Brian Lane | | | | 100,815 | | | | $ | 4,909,665 | | | | | 16,835 | | | | $ | 1,272,053 | | | | | 12,242 | | | | $ | 914,477 | | | ||||||||||||
| William George | | | | 7,500 | | | | $ | 138,778 | | | | | 5,382 | | | | $ | 188,020 | | | | | 8,870 | | | | $ | 374,669 | | | William George | | | | 59,841 | | | | $ | 3,959,642 | | | | | 6,593 | | | | $ | 498,167 | | | | | 5,405 | | | | $ | 403,754 | | | ||||||||||||
| Julie Shaeff | | | | 5,916 | | | | $ | 195,728 | | | | | 1,843 | | | | $ | 64,385 | | | | | 3,102 | | | | $ | 131,028 | | | Trent McKenna | | | | 19,000 | | | | $ | 953,331 | | | | | 3,714 | | | | $ | 280,630 | | | | | 3,094 | | | | $ | 231,122 | | | ||||||||||||
| Terrence Young | | | | — | | | | $ | — | | | | | 600 | | | | $ | 20,961 | | | | | — | | | | $ | — | | | Julie Shaeff | | | | 5,943 | | | | $ | 390,621 | | | | | 2,236 | | | | $ | 168,952 | | | | | 1,839 | | | | $ | 137,373 | | | ||||||||||||
| Laura Howell | | | | — | | | | $ | — | | | | | 994 | | | | $ | 34,725 | | | | | — | | | | $ | — | | | Laura Howell | | | | — | | | | $ | — | | | | | 1,309 | | | | $ | 98,908 | | | | | — | | | | $ | — | | |
| | | For Cause | | Death(1) | | Disability(2) | | Without Cause(3) | | | | FOR CAUSE | | DEATH(1) | | DISABILITY(2) | | WITHOUT CAUSE(3) | | ||||||||||||||||||||||||||||||||
| Brian Lane | | | $ | 0 | | | | $ | 765,000 | | | | $ | 765,000 | | | | $ | 4,311,811 | | | Brian Lane | | | $ | 0 | | | | $ | 792,000 | | | | $ | 792,000 | | | | $ | 4,271,780 | | | ||||||||
| William George | | | $ | 0 | | | | $ | 483,000 | | | | $ | 483,000 | | | | $ | 1,892,121 | | | William George | | | $ | 0 | | | | $ | 500,000 | | | | $ | 500,000 | | | | $ | 1,839,303 | | | ||||||||
| Julie Shaeff | | | $ | 0 | | | | $ | 307,000 | | | | $ | 307,000 | | | | $ | 693,574 | | | Trent McKenna | | | $ | 0 | | | | $ | 400,000 | | | | $ | 400,000 | | | | $ | 1,477,973 | | | ||||||||
| Terrence Young | | | $ | 0 | | | | $ | 258,000 | | | | $ | 258,000 | | | | $ | 306,156 | | | Julie Shaeff | | | $ | 0 | | | | $ | 317,000 | | | | $ | 317,000 | | | | $ | 699,018 | | | ||||||||
| Laura Howell | | | $ | 0 | | | | $ | 265,000 | | | | $ | 265,000 | | | | $ | 502,008 | | | Laura Howell | | | $ | 0 | | | | $ | 300,000 | | | | $ | 300,000 | | | | $ | 600,537 | | |
| | | Cash(1) | | Value of Early Vesting Equity(2) | | Excise Tax Gross Up(3) | | Total Value | | | | CASH(1) | | VALUE OF EARLY VESTING EQUITY(2) | | EXCISE TAX GROSS UP(3) | | Total Value | | ||||||||||||||||||||||||||||||||
| Brian Lane | | | $ | 4,286,811 | | | | $ | 4,557,870 | | | | $ | 0 | | | | $ | 8,844,680 | | | Brian Lane | | | $ | 4,246,780 | | | | $ | 6,722,115 | | | | $ | 0 | | | | $ | 10,968,895 | | | ||||||||
| William George | | | $ | 2,482,946 | | | | $ | 1,782,121 | | | | $ | 0 | | | | $ | 4,265,068 | | | William George | | | $ | 2,412,425 | | | | $ | 2,431,704 | | | | $ | 0 | | | | $ | 4,844,129 | | | ||||||||
| Julie Shaeff | | | $ | 668,574 | | | | $ | 604,403 | | | ��� | $ | 0 | | | | $ | 1,272,977 | | | Trent McKenna | | | $ | 1,931,471 | | | | $ | 1,376,651 | | | | $ | 0 | | | | $ | 3,308,122 | | | ||||||||
| Terrence Young | | | $ | 548,283 | | | | $ | 374,336 | | | | $ | 0 | | | | $ | 922,619 | | | Julie Shaeff | | | $ | 674,018 | | | | $ | 803,639 | | | | $ | 0 | | | | $ | 1,477,658 | | | ||||||||
| Laura Howell | | | $ | 477,008 | | | | $ | 294,742 | | | | $ | 0 | | | | $ | 771,750 | | | Laura Howell | | | $ | 575,537 | | | | $ | 563,166 | | | | $ | 0 | | | | $ | 1,138,703 | | |
| | | | | | | ( | | ||||||||||||
| Equity compensation plans approved by security holders | | | | | | | | | $ | | | | | | | | |||
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | | | | | | | | | | | | | |
| | | | Based on this information, for | | |