SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under Section 240.14a-12

SENSIENT TECHNOLOGIES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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March 13, 2015

Dear Fellow Shareholder:

You are invited to attend the Annual Meeting of Shareholders of Sensient Technologies Corporation. The meeting will be held on Thursday, April 23, 2015, at 2:00 p.m., Central Time, at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois.

I hope that you will be able to join us at the meeting to review the year and take a look at what the future holds for our Company. In addition, the business to be transacted is: (i) to elect ten directors of the Company as described in the accompanying Proxy Statement; (ii) to give an advisory vote on our executive compensation; (iii) to consider and act upon a proposed amendment to the Company’s Amended and Restated Articles of Incorporation to provide for a majority voting standard for uncontested elections of directors; (iv) to ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of the Company for 2015; and (v) to transact such other business as may properly come before the meeting or any adjournment thereof.

Whether or not you plan to attend the meeting, it is important that you exercise your right to vote as a shareholder. Please indicate your vote on the enclosed proxy card and return it promptly using the envelope provided or vote by telephone or by Internet according to the instructions on the enclosed proxy card. Be assured that your votes are completely confidential.

On behalf of the officers and directors of the Company, thank you for your continued support and confidence.

Sincerely,

Paul Manning
President and Chief Executive Officer

Enclosures
SENSIENT TECHNOLOGIES CORPORATION

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Notice of Annual Meeting To Be Held April 23, 2015

To the Shareholders of Sensient Technologies Corporation:

NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting of Shareholders (“Meeting”) of Sensient Technologies Corporation, a Wisconsin corporation (“Company”), will be held at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois, on Thursday, April 23, 2015, at 2:00 p.m., Central Time, for the following purposes:

1. To elect ten directors of the Company as described in the accompanying proxy statement;

2. To give an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the accompanying proxy statement;

3. To consider and act upon a proposed amendment to the Company’s Amended and Restated Articles of Incorporation to provide for a majority voting standard for uncontested elections of directors;

4. To ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of the Company for 2015; and

5. To transact such other business as may properly come before the Meeting or any adjournments thereof.
Important Notice Regarding the Internet Availability of Proxy Materials
for the Shareholder Meeting to Be Held on April 23, 2015

The Proxy Statement and Notice of Annual Meeting and the 2014 Annual Report to Shareholders are
available on Sensient’s website at http://investor.sensient.com

The Board of Directors has fixed the close of business on February 27, 2015, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournments thereof.

The Company encourages you to attend the Meeting and vote your shares in person. However, whether or not you are able to attend the Meeting, please complete the enclosed proxy and return it promptly using the envelope provided or vote by telephone or by Internet according to the instructions on the enclosed proxy card, so that your shares will be represented at the Meeting. You may revoke your proxy at any time before it is actually voted by notice in writing to the undersigned, by delivering a later executed proxy or by attending the Meeting and voting in person. Your attention is directed to the attached proxy statement and accompanying proxy.

For directions to the Meeting site, contact the Company’s Secretary at (414) 271-6755. Shareholders of record who wish to vote in person may do so at the Meeting.

On Behalf of the Board of Directors
John L. Hammond
Secretary
Milwaukee, Wisconsin
March 13, 2015

PROXY VOTING INSTRUCTIONS

You may cast your vote in person at the meeting or by any one of the following ways:

BY TELEPHONE:You may call the toll-free number indicated on your proxy card. Follow the simple instructions and use the personalized control number specified on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

OVER THE INTERNET:You may visit the Web site indicated on your proxy card. Follow the simple instructions and use the personalized control number specified on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

BY MAIL:You may mark, sign and date the enclosed proxy card and return it in the postage-paid envelope provided.

If you are a beneficial holder (that is, if your shares are held through your bank or broker), you will receive instructions on how to vote your shares with these proxy materials. If a broker does not receive voting instructions from the beneficial owner on the election of directors, on the approval of our executive compensation or on any matter relating to executive compensation, the broker may not vote such shares without specific instructions and may return a proxy card with no vote on these matters, in which case such shares will have no effect in the outcome of such matters. If you are a participant in a Sensient employee benefit plan, you have the right to instruct the trustees and/or administrators of such plans to vote the shares allocated to your plan account. If no instructions are given or if your voting instructions are not received by the deadline shown on the enclosed voting instruction form, the uninstructed shares will be voted in accordance with the provisions of the applicable plan.

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING, PLEASE CONTACT OUR PROXY SOLICITOR,

D. F. KING & CO., INC.
TOLL FREE AT (800) 331-6359.
SENSIENT TECHNOLOGIES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

March 9, 2018

Dear Fellow Shareholder:

You are invited to attend the Annual Meeting of Shareholders of Sensient Technologies Corporation. The meeting will be held on Thursday, April 26, 2018, at 2:00 p.m., Central Time, at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois.

I hope that you will be able to join us at the meeting (i) to elect ten directors nominated by the Board of Directors of the Company as described in the Proxy Statement; (ii) to give an advisory vote on our executive compensation; and (iii) to ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of the Company for 2018; and to transact such other business as may properly come before the meeting or any adjournment thereof.

Whether or not you plan to attend the meeting, it is important that you exercise your right to vote as a shareholder. Please indicate your vote by completing your proxy in one of three ways according to the instructions contained in the Notice of Internet Availability of Proxy Materials: (1) vote by telephone; (2) vote by Internet; or (3) complete a proxy card and return it using the envelope provided. Be assured that your votes are completely confidential.

Also provided is our 2017 Annual Report on Form 10-K for your review.

On behalf of the officers and directors of the Company, thank you for your continued support and confidence.

Sincerely,

Paul Manning
Chairman, President and Chief Executive Officer
SENSIENT TECHNOLOGIES CORPORATION

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Notice of Annual Meeting To Be Held April 26, 2018

To the Shareholders of Sensient Technologies Corporation:

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Shareholders (“Meeting”) of Sensient Technologies Corporation, a Wisconsin corporation (“Company”), will be held at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois, on Thursday, April 26, 2018, at 2:00 p.m., Central Time, for the following purposes:

1. To elect ten directors nominated by the Board of Directors of the Company as described in the proxy statement;

2. To give an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in the proxy statement;

3. To ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of the Company for 2018; and

To transact such other business as may properly come before the Meeting or any adjournments thereof.

Important Notice Regarding the Internet Availability of Proxy Materials
for the Shareholder Meeting to Be Held on April 26, 2018
The Proxy Statement and Notice of Annual Meeting and the 2017 Annual Report on Form 10-K are
available on Sensient’s website at http://investor.sensient.com

The Board of Directors has fixed the close of business on February 28, 2018, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournments thereof. Holders of a majority of the outstanding shares must be present in person or by proxy in order for the Meeting to be held. As allowed under the Securities and Exchange Commission’s rules, we have elected to furnish our proxy materials over the Internet to most shareholders and deliver printed proxy materials to Sensient’s employee benefit plan participants and other shareholders who have requested paper copies. We have mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to those shareholders who will receive our proxy materials over the Internet. The Notice contains instructions on how to access this proxy statement and our Annual Report on Form 10-K via the Internet and how to vote.

Shareholders of record who wish to vote in person may do so at the Meeting. Whether or not you are able to attend the Meeting, to ensure that your shares are represented at the Meeting, please complete your proxy in one of three ways: (1) vote by telephone; (2) vote by Internet; or (3) complete a proxy card and return it using the envelope provided, each according to the instructions provided in this proxy statement or contained in the Notice. You may revoke your proxy at any time before it is actually voted by delivering a notice in writing to the undersigned (including by delivering a later executed proxy or voting by telephone or by Internet) or by attending the Meeting and voting in person. Your attention is directed to the proxy statement and proxy.

For directions to the Meeting site, please contact the Company’s Secretary at (414) 271-6755.

On Behalf of the Board of Directors
John J. Manning, Secretary
Milwaukee, Wisconsin
March 9, 2018
PROXY VOTING INSTRUCTIONS

If you are a record holder, you may cast your vote in person at the meeting or by any one of the following ways:

BY TELEPHONE:You may call the toll-free number indicated in the Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card. Follow the simple instructions and use the personalized control number specified in the Notice or on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed, and returned a proxy card.

OVER THE INTERNET:You may visit the Web site indicated in the Notice or on your proxy card. Follow the simple instructions and use the personalized control number specified in the Notice or on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed, and returned a proxy card.

BY MAIL:You may mark, sign, and date a proxy card received by mail and return it in the postage-paid envelope provided.

If you are a beneficial holder (that is, if your shares are held through your bank or broker), you will receive instructions on how to vote your shares with these proxy materials or with the Notice. If a broker does not receive voting instructions from the beneficial owner on the election of directors, on the approval of our executive compensation, or on any matter relating to executive compensation, the broker may not vote such shares and may return a proxy card with no vote on these matters, in which case such shares will have no effect in the outcome of such matters (except that such shares will be counted for purposes of determining whether a quorum is present at the Meeting).

If you are a participant in a Sensient employee benefit plan, you have the right to instruct the trustees and/or administrators of such plans to vote the shares allocated to your plan account. If no instructions are given, or if your voting instructions are not received by the deadline shown on the voting instruction form, the uninstructed shares will be voted in accordance with the provisions of the applicable plan.

Instructions on how to access the proxy statement and our Annual Report on Form 10-K via the Internet and how to vote can be found in the Notice made available to our shareholders of record and beneficial owners and on the proxy card.

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE WITH VOTING,
PLEASE CONTACT OUR PROXY SOLICITOR,

D. F. KING & CO., INC.,
TOLL FREE AT (800) 331-6359.
SENSIENT TECHNOLOGIES CORPORATION

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-6755

Proxy Statement

For Annual Meeting Ofof Shareholders
to be held on April 23, 201526, 2018

GENERAL

This proxy statement and accompanying proxy are first being furnished to the shareholders of Sensient Technologies Corporation, a Wisconsin corporation (“Company”), beginning on or about March 13, 2015, in connection with the solicitation by the Board of Directors of the Company (“Board”) of proxies for use at the Company’s 20152018 Annual Meeting of Shareholders, toand at any adjournments thereof (“Meeting”), for the purposes set forth in the Notice of Annual Meeting and in this proxy statement. The Meeting will be held at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois, on Thursday, April 23, 2015,26, 2018, at 2:00 p.m., Central Time, and at any adjournments thereof (“Meeting”), for the purposes set forth in the attached Notice of Annual Meeting and in this proxy statement.Time.

AccompanyingThis year, as permitted under Securities and Exchange Commission rules, the Company is making this proxy statement areand other annual meeting materials available on the Internet instead of mailing a printed copy of these materials to each shareholder. Most shareholders will receive a Notice of Annual MeetingInternet Availability of Proxy Materials (the “Notice”) by mail and will not receive a printed copy of these materials (other than Sensient’s benefit plan participants and other shareholders who request a printed copy as described below). Instead, the Notice contains instructions as to how shareholders may access and review all of the important information contained in the materials on the Internet, including how shareholders may submit proxies by telephone or over the Internet. The Notice is being mailed to shareholders, and the proxy materials will be available on the Internet, beginning on or about March 9, 2018.

If you would prefer to receive a printed copy of the Company’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.

The form of proxy solicited by the Board for the Meeting. ThisMeeting, this proxy statement, and the accompanying Notice of Annual Meeting, and the 20142017 Annual Report to Shareholderson Form 10-K (“2017 Annual Report”) are also available on our website at http://investor.sensient.com. The 20142017 Annual Report to Shareholders, which also accompanies this proxy statement, contains financial statements for the three years ended December 31, 2014,2017, and certain other information concerning the Company. The 2014Company will provide copies of the exhibits to the 2017 Annual Report to Shareholdersshareholders upon request. The 2017 Annual Report and financial statements are neither a part of this proxy statement nor incorporated herein by reference.

Only holders of record of the Company’s Common Stock (“Common Stock”) as of the close of business on February 27, 2015,28, 2018, are entitled to notice of, and to vote at, the Meeting. On that date, the Company had 47,386,06642,759,595 shares of Common Stock outstanding, each of which is entitled to one vote on each proposal submitted for shareholder consideration at the Meeting.

Subject to the applicable New York Stock Exchange regulations regarding discretionary voting by brokers as described below, a proxy in the enclosed form, that is (1) properly executed,executed; (2) duly returnedtransmitted via mail, telephone, or Internet to the Company or its authorized representatives or agentsagents; and not revoked, or that has been properly voted by telephone or by Internet according to the instructions on the enclosed proxy card and(3) not revoked, will be voted in accordance with the shareholder’s instructions contained in the proxy. If no instructions are indicated on the executed proxy, the shares represented thereby will be voted as follows:

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FOR the election of the Board’s ten nominees for director;

FOR approval of the compensation of our named executive officers, as disclosed herein pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this proxy statement;

FOR approval of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to provide for a majority voting standard for uncontested elections of directors;

FOR ratification of the Board’s appointment of Ernst & Young LLP as the Company’s independent auditors for 2015;2018; and

On such other matters that may properly come before the Meeting in accordance with the best judgment of the individual proxies named in the proxy.
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Brokers are not entitled to vote on the election of directors, on the approval ofadvisory shareholder vote on our executive compensation, or on any matter relating to executive compensation unless they receive voting instructions from the beneficial owner, but they will be able to vote with respect to ratification of Ernst & Young LLP as our auditors for 2015.2018. If a broker does not receive voting instructions from the beneficial owner, the broker may return a proxy card with no vote on these matters, which is usually referred to as a broker non-vote. The shares subject to a broker non-vote will be counted for purposes of determining whether a quorum is present at the Meeting if the shares are represented at the Meeting by proxy from the broker. A broker non-vote will have no effect with respect to the election of directors, and the advisory shareholder vote on our executive compensation, or any other matter related to executive compensation.

Shares held in the same registration (for example, shares held by an individual directly and through an employee benefit plan) will be combined intoonto the same proxy card whenever possible. However, shares held with different registrations cannot be combined and therefore a shareholder may receive more than one proxy card. If you hold shares in multiple accounts with different registrations, you must vote each proxy card you receive to ensure that all shares you own are voted in accordance with your directions.

Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by delivering written notice thereof to the Secretary of the Company or by deliveringtransmitting a later executed proxy. Any record shareholder attending the Meeting may vote in person whether or not the shareholder has previously filed a proxy. PresenceAttending the Meeting and voting in person revokes a previously filed proxy, but presence at the Meeting by a shareholder who has signed a proxy does not in itself revoke the proxy. The shares represented by all properly executed proxies received prior to the Meeting and not revoked will be voted as directed by the shareholders.

The cost of soliciting proxies will be borne by the Company. Proxies may be solicited by directors, officers, or employees of the Company in person, by telephone, or by Internet. The Company will use the services of D. F. King & Co., Inc., New York, New York, to aid in the solicitation of proxies. Sensient expects that it will pay D. F. King & Co., Inc., its customary fees, estimated not to exceed approximately $10,500 in the aggregate, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. The Company will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their expenses in sending proxy materials to the beneficial owners.
 
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ITEM 1.

ELECTION OF DIRECTORS

All directors are elected on an annual basis for one-year terms. The Board currently consists of eleven members. Mr. Hickey,Dr. Clydesdale, who is currently serving as a director, will retire fromnot be seeking re-election to the Board atBoard.  After the time of the Meeting. Upon the retirement of Mr. Hickey from the Board,Meeting, the Board will decrease the size of the Board from eleven to ten members in accordance with Sensient’s Bylaws. The Board has re-nominated the other ten of its current directors: Messrs. Brown, Cichurski, Croft, Kenneth Manning, and Paul Manning;Morrison; Drs. Carleone, ClydesdaleFerruzzi, Landry, and Wedral; and Mses. McKeithan-Gebhardt and Whitelaw.

The Company intends that the persons named as proxies inon the accompanying proxy cards will vote FOR the election of the Board’s ten nominees.nominees if executed but unmarked proxies are returned (excluding broker non-votes). If any nominee should become unable to serve as a director prior to the Meeting, the shares represented by proxy cards that include directions to vote in favor of that nominee or that do not contain any other instructions will be voted FOR the election of such other person as the Board may recommend, subject to the rules for broker non-votes described under “General”“GENERAL,” above.

Under Wisconsin law, unless otherwise provided in a corporation’s articles of incorporation (Sensient’sSensient’s Amended and Restated Articles of Incorporation do not otherwise provide subject to shareholder approval at the Meeting of the amendment described in proposal Item 3 below),that directors areshall be elected by a pluralitymajority of the votes cast by the shares entitled to vote in the election of directors, assumingat a meeting at which a quorum is present. For this purpose, “plurality” means that the individuals receiving the largest number of votes are elected as directors, up to the maximum number of directors to be chosen at the election. Therefore, any shares of Common Stock that are not voted on this matter at the Meeting (whether by abstention, broker non-vote or otherwise) will have no effect on thepresent except in a contested election of directors at the Meeting.directors. Brokers do not have discretion to cast votes in the election of directors with respect to any shares for which they have not received voting directions from the beneficial owners. Broker non-votes and abstentions will not affect the outcome of this proposal.

Sensient’s Corporate Governance Guidelines, a copy of which is available on the Company’s website (www.sensient.com) by following links to “About Sensient” and “Corporate Governance,” include a director resignation policy for directors in uncontested elections. Pursuant to the policy, any director who fails to receive a greater number of votes “for” his or her election than votes “withheld” at the Meeting must tender his or her irrevocable resignation to the Board. The Nominating and Corporate Governance Committee will act to determine whether to accept the director’s resignation and will submit such recommendation for consideration by the Board, and the Board will act on the Nominating and Corporate Governance Committee’s recommendation. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

If Sensient’s shareholders approve the amendment to Sensient’s Amended and Restated Articles of Incorporation described in proposal Item 3 below, such amendment would become effective upon the filing of articles of amendment of the Company’s Amended and Restated Articles of Incorporation with the Wisconsin Department of Financial Institutions and majority voting would replace the existing plurality voting standard and director resignation policy with respect to director elections thereafter.

Pursuant toUnder the Company’s Bylaws, written notice of other qualifying nominations by shareholders for election to the Board, together with a completed Directors and Executive Officers Questionnaire, affirmation, consent, and certain other materials as specified in the Company’s Bylaws, must have been received by the Secretary no later than 90 days before the meeting,Meeting, or January 23, 2015, with respect to the Meeting.26, 2018. As no notice of any other nominations was received, no other nominations for election to the Board may be made by shareholders at the Meeting.

Director Selection Criteria; Director Qualifications and Experience

The Company has included its criteria for selecting nominees to the Board both on its website and as an attachment to its annual meeting proxy statement for many years. Those criteria, which are periodically reviewed by the Nominating and Corporate Governance Committee, are included as Appendix A to this proxy statement. The criteria emphasize the need for independence and an absence of material conflicts of interest of all directors other than the Company’s Chairman of the Boardindependent and the Company’s President and Chief Executive Officer;non-management directors; the personal attributes the Company seeks in all directors; and the broad mix of skills and experience that should exist among its directors to enhance both the diversity of perspectives, professional experience, education, and other attributes and the overall strength of the composition of the Board. The skills and experience that we consider most important for membership on the Board include a background in at least one of the following areas:
 
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substantial recent business experience at the senior management level, preferably as chief executive officer;

a recent leadership position in the administration of a major college or university;

recent specialized expertise at the doctoral level in a science or discipline important to the Company’s business;

recent prior senior level governmental or military service;

financial expertise; or

risk assessment, risk management, or employee benefit skills or experience.

The particular skills, experience, qualifications, and other attributes that the Board believes qualify each of Sensient’s nominees to serve on the Board are briefly described below.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR ALL TEN NOMINEES DESCRIBED BELOW. SHARES OF COMMON STOCK REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES (EXCLUDING BROKER NON-VOTES) WILL BE VOTED FOR ALL TEN NOMINEES DESCRIBED BELOW.
 
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Hank Brown
Age 75
78
 
Director Since 2004
Lead Director Since 2017
Audit Committee (Chairman)
FinanceExecutive Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee

Mr. Brown is President Emeritus of the University of Colorado and Senior Counsel with the law firm of Brownstein, Hyatt, Farber and Scheck P.C.Colorado. Mr. Brown washas served as Interim President of Arcadia University from July 2017 until April 2018 (anticipated), President of the University of Colorado from 2005 to 2008, and President of the University of Northern Colorado from 1998 to 2002, in both latter cases leading the institutions to greater enrollment and financial support. In between his stintstimes as president of a university, Mr. Brown served from 2002 to 2005 as President and Chief Executive Officer of the Daniels Fund, a billion dollarbillion-dollar charitable foundation, where he continues to serve on the Board. From 2008 through 2017, he was Senior Counsel with the law firm of Brownstein, Hyatt, Farber and Schreck P.C.

Mr. Brown served as a United States Senator from Colorado from 1991 to 1997 (serving on the Foreign Relations and Judiciary Committees), and also served five terms in the U.S. House of Representatives from 1981 to 1991 (serving on the Ways and Means and Budget Committees). Prior to that, Mr. Brown served as Vice President of Monfort of Colorado, Inc. (a public food company with international operations, later acquired by ConAgra Foods, Inc.) from 1969 to 1980. While at Monfort, Mr. Brown started and/or directed several divisions with increasing responsibilities, including Corporate Development, International Sales and Operations, and the Lamb Feeding, Processing and Sales Division. Mr. Brown currently serves as a director of Sealed Air Corporation (since 1997) and First Bank Corp. (since 2013). Within the past five years, he was a director of Delta PetroleumSealed Air Corporation (from 20071997 to 2010)2015) and Guaranty BancorpFirst Bank Corp. (from 20082013 to 2009); prior2015). Prior to that time, he was a director of several other public companies.

Mr. Brown earned a bachelor of science degree in accounting from the University of Colorado in 1961. Mr. Brown volunteered for the U.S. Navy, earning his commission at Newport, Rhode Island, and his navigator wings at Pensacola, Florida, and Corpus Christi, Texas. Following his service with Naval Aviation Squadron VR – 22 and a tour in Viet Nam,Vietnam, Mr. Brown retired from the Navy as a Lieutenant and enrolled in law school in 1966. In 1969, Mr. Brown received his Juris DoctorateDoctor from the University of Colorado and passed the Colorado Bar Exam. Mr. Brown earned an LLMhis Masters of Law (LLM) in taxation from George Washington University in 1986 by attending night classes while serving in Congress. In 1988, he passed the CPA exam and is a certified public accountant (currently inactive).

For the following reasons, the Board concluded that Mr. Brown should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Brown’s extensive management experience in private, public, and non-profit sector enterprises, including public corporations with extensive international operations in food-related businesses, provides Sensient with a broad perspective in addressing issues of governance, financial management, executive recruitment, and risk management that are relevant to any large organization. Mr. Brown’s background as an attorney and CPA and his experiences developing financial and governmental expertise allow him to make valuable contributions to Sensient’s Audit Committee, FinanceExecutive Committee, and Nominating and Corporate Governance Committee and, as Sensient’s Lead Director, allow him to assist with the Board’s oversight of risk management and compliance matters. Further, Mr. Brown’s background in government service provides special insights into legislative and regulatory trends impacting Sensient’s business.
 

4
5
 
 
 
Dr. Dr. Joseph Carleone
Age 69
72
 
Director Since 2014
Audit Committee
Compensation and Development Committee (Chairman)
Scientific Advisory Committee
 

Dr. Carleone is Chairman of the Board of AMPAC Fine Chemicals LLC (since December 2015), a leading manufacturer of pharmaceutical active ingredients. Prior to this position, Dr. Carleone was President and Chief Executive Officer of American Pacific Corporation (since January 1, 2010)(2010 to 2015), a leading custom manufacturer of fine and specialty chemicals and propulsion products, and a director ofproducts. While at American Pacific Corporation, (since 2006). Dr. Carleone washe also served as President and Chief Operating Officer (2006 to 2009), as a director (2006 to 2015), and as Chairman of the Board of American Pacific Corporation from March 12,(March 2013 untilto February 2014, when it was acquired by H.I.G. Capital, LLC on February 27, 2014 and President and Chief Operating Officer of American Pacific Corporation from 2006 to 2009.LLC). Dr. Carleone has also served or currently serves as an officer and/or a director of several directdirectly or indirectindirectly wholly-owned subsidiaries of American Pacific Corporation.

Since November 27, 2017, Dr. Carleone has served as a director of Avid Bioservices, Inc. (formerly known as Peregrine Pharmaceuticals, Inc.) (NASDAQ: PPHM). After his election as a director, he was named non-executive Chairman of Avid Bioservices’ Board of Directors. Avid Bioservices is a clinical stage biopharmaceutical company focused on developing therapeutics to stimulate the body’s immune system to fight cancer.

From 2007 through 2009, Dr. Carleone served as a director for Reinhold Industries, Inc., a diversified manufacturer of advanced custom composite components and sheet molding compounds for a variety of applications in the United States and Europe. From 2005 through 2006, Dr. Carleone served as Senior Vice President and Chief Product Officer of Irvine Sensors Corporation, a technology company engaged in the design, development, manufacture, and sale of security products, software, vision systems, and miniaturized electronic products and higher level systems for defense, information technology, and physical security for government and commercial applications, and fromapplications. From 2003 through 2005, he served as a member of the board of directors of Irvine Sensors Corporation. From 2000 to 2005, Dr. Carleone also served as President of Aerojet Fine Chemicals LLC, a business unit of GenCorp Inc., and as Vice President of GenCorp Inc., a manufacturer of aerospace and defense products and systems with a real estate segment, from 2000 to 2005.segment. From 1999 to 2000, he was Vice President and General Manager of Remote Sensing Systems at Aerojet. In addition, from 1997 to 2000, he served as Vice President, Operations at Aerojet from 1997 to 2000.Aerojet.

Dr. Carleone received his bachelor’s degree in Mechanical Engineering from Drexel University, Philadelphia, Pennsylvania, in 1968,1968; his masters’ degree in Applied Mechanics from Drexel University in 1970,1970; and his doctorate degree in Applied Mechanics from Drexel University in 1972.

For the following reasons, the Board concluded that Dr. Carleone should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Carleone’s operational, governance, management, and scientific experience, including extensive executive management and leadership experience inas Chief Executive Officer and as Chairman of a public corporationscorporation with international operations in the fine and specialty chemical industries, provides Sensient with broad and relevant experience as it continues to pursue global business and strategic objectives.
 

5
6
 
 
Edward H. Cichurski
Age 7376
 
 
Director Since 2013
Audit Committee (Chairman)
Compensation and DevelopmentExecutive Committee
Finance Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee
 

Mr. Cichurski spent 35 years practicing as a CPA for clients throughout the world with the international accounting firm PricewaterhouseCoopers and its predecessors (he retired from that firm in 2000), including service in Barcelona, Spain, from 1978-1981, and service as the Managing Partner of the Milwaukee office (serving Wisconsin and parts of the upper Midwest) from 1989 to 1996. From mid-1996 to 2000, he wasworked with the firm’s Office of General Counsel at the firm’s National Office in New York working with the firm’s Office of General Counsel.York. From 2000 to 2007, he served as Executive Vice President of Merchants & Manufacturers Bancorporation and as presidentPresident of its financial services subsidiary. Following his retirement from that position, he serves, or has served, as an advisor to several public and private companies on business development, accounting, and financial reporting matters. That includes providing advisory services to Sensient from 2007 until his 2013 selection as a nominee for Sensient’s Board by the Nominating and Corporate Governance Committee.Board. Mr. Cichurski serves on the boards of numerous community and charitable organizations in the Milwaukee area and is a member of both the American Institute of Certified Public Accountants and the Wisconsin Institute of Certified Public Accountants.

Mr. Cichurski received his bachelor of science degree from StSaint Peter’s College, Jersey City, New Jersey, in 1963, and his MBA from Fairleigh Dickinson University in 1971. He served as a First Lieutenant in the U.S. Army from 1963 to 1965, where he earned the Army Commendation Medal.

For the following reasons, the Board concluded that Mr. Cichurski should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Cichurski’s accounting and auditing experience and expertise, including extensive experience auditing public corporations as a CPA and his detailed knowledge of Sensient as a result of his past consulting services to Sensient, provides invaluable financial insight and expertise to Sensient. His substantial U.S. and international experience assisting global businesses in a variety of industries and his extensive knowledge and experience with the IRS, SEC, and other government agencies are all particularly valuable to Sensient. His recent business experience, both at a senior management level and as an advisor to growing businessescompanies in a variety of manufacturing and consumer products businesses, is of particular valueespecially valuable as Sensient pursues both its growth program and its cost reduction initiatives throughout the Company. His experience as head of the Milwaukee office and in the Office of the General Counsel of PricewaterhouseCoopers and his service on community boards help position Mr. Cichurski to serve on various Sensient committees, including his 2014 appointments to the Compensation and Development and Nominating and Corporate Governance Committees.committees.
 

6
7
 
 
 
Dr. Fergus M. ClydesdaleMario Ferruzzi
Age 78
43
 
 
Director Since 1998
Audit Committee2015
Compensation and Development Committee
Executive Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee (Chairman)

Dr. Clydesdale has hadFerruzzi is a distinguished careerProfessor of Food Science and Nutrition in the Plants for Human Health Institute and the Department of Food, Bioprocessing and Nutrition Science at North Carolina State University. Prior to joining North Carolina State University, Dr. Ferruzzi served as a university professor and administrator, scientific researcher and advisor to public and private agencies bothProfessor in the U.S. and around the world in research, product development and scientific policy and regulation to optimize food quality, food acceptability, food safety, nutrition and overall health and quality of life. Dr. Clydesdale’s honors and accomplishments in the field of food science and nutrition are legion and too numerous to mention. Dr. Clydesdale is currently Distinguished University Professor, Department of Food Science Collegeat Purdue University (2004 to 2016); a Research Scientist in the Coffee and Tea Beverage Development group at Nestlé Research & Development Center, Marysville, Ohio; and a Research Scientist at the Nutrition & Health and Scientific & Nutritional Support Departments at the Nestlé Research Centre in Lausanne, Switzerland. He received his B.S. in Chemistry from Duke University (1996) and his M.S. (1998) and Ph.D. (2001) in Food Science and Nutrition from The Ohio State University. He has served on Sensient’s Scientific Advisory Committee since 2014.

Dr. Ferruzzi is recognized for his expertise in analytical chemistry and its applications to food and nutrition research. His core research interests are in the areas of Natural Sciences, University of Massachusetts Amherst,agricultural and Directorbotanical chemistry with emphasis on investigating the impact of the Universityplant food matrix and processing on the stability, bioavailability, and metabolism of Massachusetts Food Science Policy Alliance, which he founded in 2004. From 1990 to 2008, he was head ofhealth promoting phytochemicals and micronutrients. Dr. Ferruzzi’s research has been consistently funded by federal agencies including the University of Massachusetts AmherstU.S. Department of Food Science, which at the time of his retirement was ranked nationally among the top three university food science departments in research and the top department in the university in student satisfaction.

In 2010,Agriculture, the National Research CouncilInstitutes of the National Academies, based on the performance of the Department in the last year of Dr. Clydesdale’s tenure as its Head, ranked the Department as number one among all Food Science Departments inHealth, and the United States Agency for PhDInternational Development as well as the food industry. His core activities have resulted in over 140 publications as well as extensive national and international collaborations, research, and education. Recently electedproduct development.

For his research efforts, Dr. Ferruzzi has received awards from the Institute of Food Technologists (IFT) (2010 Samuel Cate Prescott Young Investigator Award), the American Society for Nutrition (2011 Mary Rose Swartz Young Investigator Award), and Purdue University (2012 Agricultural Research Award) and was named a University Faculty Scholar by Purdue University in 2013.

Dr. Ferruzzi has served as a scientific advisor to several food manufacturers and associations. He is a member of the Board of Trustees for the North America branch of the International Life Science Institute. He is a professional member of IFT, the American Society for Nutrition (ASN), and the American Chemical Society (ACS). He is a Fellow of the American InstituteRoyal Society of Chemistry. Dr. Ferruzzi has held multiple leadership roles in these societies, at both local and national levels. He served as Chair of the Food Science & Nutrition Solutions Taskforce, a joint working group between IFT-ASN-IFIC and the Academy of Nutrition he is now a fellowand Dietetics (AND). Additionally, Dr. Ferruzzi serves on the editorial boards of the four premier societies in the field of food scienceNutrition Research, Nutrition Today, and nutrition. Dr. Clydesdale is the editor of Critical Reviews in Food Science and Nutrition,Nutrition. He serves as an Associate Editor for the top rankedRoyal Society of Chemistry’s journal, in food science with a worldwide audience. He has published some 375 scientific articles and coauthored or edited 20 books, including Food Colorimetry: Theory and Applications (1975), which is still considered a leading authority in its field. In addition, Dr. Clydesdale has done extensive work related to the science and technology of formulating and measuring natural and synthetic colors in foods and emulsions and the sensory effects, benefits and interactions of food and beverage colorants and flavors. Dr. Clydesdale initiated and organized the University of Massachusetts Food Science Strategic Research Alliance, which has approximately 25 member companies including many of the major multinationals. He also chaired the Strategic Research Alliance from 1988 to 2008, along with the Strategic Policy Alliance from its inception in 2004. Dr. Clydesdale helped in the formation of a venture company (Wesfolk) at the University of Massachusetts Amherst to commercialize the scientific discoveries being made by his department. Dr. Clydesdale also has served on numerous standing and special committees of the FDA and the National Academy of Sciences focusing on food and ingredient safety, nutrition, policy and labeling (e.g., he chaired the FDA working panel that evaluated Olestra, the last food additive to gain approval, and in 2009-2010 served on an FDA committee which evaluated FDA’s Research Mission), including three terms as chair of the Food Forum of the Food and Nutrition Board of the National Academy. In 2010, he was reappointed to another three year term on the National Academies, Institute of Medicine, Food and Nutrition Board. Dr. Clydesdale served as Chair and currently serves on the Board of Trustees of the American branch of the International Life Sciences Institute. He has served on the board of the Global International Life Sciences Institute. Each of these entities promotes scientific research to optimize food safety and health globally. He has been active worldwide speaking on the challenges and opportunities of using technology to improve food safety, nutrition and health while increasing the global food supply.& Function.
8

For the following reasons, the Board concluded that Dr. ClydesdaleFerruzzi should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. ClydesdaleFerruzzi is a globally-knownan expert in the science of food colors, especially natural colors,analytical chemistry and their use inits application to food and the effects of color on perceptions of flavor and wholesomeness, all ofnutrition, which are centraldirectly relevant to a range of Sensient’s worldwide businessesbusinesses. Dr. Ferruzzi’s extensive industry and its plans for future growth. Dr. Clydesdale’s background in food science,academic experience, his extensive experience with industry from the Food Science Researchnew product development and Policy Alliances and service on government and university advisory committees, as well as his leadership of a major university department, give him unique experience in risk assessment, food safety, food processing, nutrition, national and international food and ingredient policies, labeling, and regulatory and scientific trends. Dr. Clydesdale’s university service has included chairing and serving on search committees for top university positions, including chair of the committee for dean of the school of management and serving on search committees for chancellor and provost, as well as developing metrics for promotion, tenure and salary increases within his department. These and other university responsibilities, alongproduct commercialization, together with his board activities with the International Life Sciences Institute, allow him to make valuable contributions toknowledge of Sensient’s Audit Committee, Nominatingproducts and Corporate Governance Committee and Compensation and Development Committee. Dr. Clydesdale’s experience in academics and with industry and government also position him to provide valuable advice and oversight tooperations gained as a result of service on Sensient’s Scientific Advisory Committee, (which he chairs) regarding Sensient’s product researchhave allowed him to make immediate and development activities, future scientific, product and policy trends, its marketing and labeling of both functional and health effects of natural and other ingredients and its food safety policies and procedures.significant contributions to the Board.
 
97
 
 
 
James A.D. CroftDr. Donald W. Landry
Age 7763
 
Director Since 1997
Audit Committee2015
Compensation and Development Committee
Nominating and Corporate Governance Committee (Chairman)
Executive Committee
Scientific Advisory Committee

Mr. CroftDr. Landry is the Samuel Bard Professor and Chair of the Department of Medicine at Columbia University’s College of Physicians and Surgeons. He also serves as its Director of the Division of Experimental Therapeutics and Physician-in-Chief for the Medical Service at New York Presbyterian Hospital/Columbia Medical Center. Dr. Landry has extensive internationalbeen a member of the faculty of Columbia University since 1985. At Columbia, Dr. Landry developed the first artificial enzyme to degrade cocaine and entrepreneurial experience, including having served as an executive officer, director and leaderhis report in Science was voted one of business development at various multi-national businesses. In 1967 he became a general partnertop 25 papers in the London-based real estate consulting firmworld for 1993 by the American Chemical Society. His discovery that vasopressin can be used to treat vasodilatory shock fundamentally changed intensive care medicine. He also pioneered an embryo-sparing approach to the generation of Richard Ellis,human embryonic stem cells.

Dr. Landry has been a director of Tonix Pharmaceuticals Holding Corp. (NASDAQ: TNXP) since October 2011. Between June 2007 and was one of the senior partners in the firm until his retirement in 1998 at the time of its merger with California-based CB Commercial (CB Richard Ellis). From 1968 through the early 1980s, Mr. Croft was Executive Chairman of Richard Ellis International, the firm’s international development arm. During this time, he travelled extensively, and led the firm’s business development and office openings throughout Europe, the United States and Latin America. He then established the firm’s international Hotels and Leisure division based in London. During his career with Richard Ellis, Mr. CroftOctober 2011, Dr. Landry served as a founding director of mostTonix Pharmaceuticals, Inc., a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp. Tonix Pharmaceuticals is a publicly traded company that develops next-generation medicines for common disorders of the firm’s subsidiarycentral nervous system, including fibromyalgia, post-traumatic stress disorder, and associated companies throughout the world,episodic tension-type headache.

Dr. Landry was co-founder and has been a member of L&L Technologies LLC since 1996. L&L Technologies LLC was formed to develop medications for central nervous system conditions. Dr. Landry was also a consultantco-founder of Vela Pharmaceuticals, which developed several drugs for central nervous system disorders, including very low dose (VLD) cyclobenzaprine for fibromyalgia syndrome.

Dr. Landry established his laboratory at Columbia University in 1991 to several major international investors. Byinvestigate medical applications of artificial enzymes. In 1998, he founded the timeDivision of Mr. Croft’s retirement, Richard Ellis had 67 offices worldwide, with around 2,000 employeesExperimental Therapeutics. The Division focuses on novel therapeutics for intractable problems such as cocaine addiction, nerve gas intoxication, and annual fee incomevasodilatory shock. Dr. Landry is a leader in the ethical development of approximately US$250 million. In 1993, Mr. Croft co-founded SRAB Shipping AB, where heembryonic stem cells and served as a director until 1998. Mr. Croft helped take that company public in 1997 (it is quotedmember of the President’s Council on Bioethics during the Stockholm OMX Stock Exchange) and it now owns and operates nine tanker and dry cargo vessels.George W. Bush administration. In 2008, Dr. Landry was awarded the Presidential Citizens Medal, the nation’s second-highest civilian award. In 2016, Dr. Landry was elected to the National Academy of Inventors.

AlthoughDr. Landry graduated from Lafayette College, completed his Ph.D. in organic chemistry under Nobel laureate R.B. Woodward at Harvard University in 1979, and then obtained his M.D. degree from Columbia University’s College of Physicians and Surgeons in 1983. After residency in Internal Medicine at the Massachusetts General Hospital, he is retiredreturned to Columbia University as a National Institutes of Health (NIH) Physician-Scientist from Richard Ellis1985 to 1990. Dr. Landry has published 114 peer-reviewed articles, authored 31 review articles or book chapters, and SRAB Shipping, Mr. Croft continues an active role in entrepreneurial ventures, currently servingholds 36 patents as the Chairman and sole shareholder of Bartlodge Ltd, a property development and investment firm he founded specializing in office development in the United Kingdom and residential development in Portugal.

Mr. Croft attended the University of London where he received a bachelor’s degree in Real Estate Management, graduating as Student of the Year in 1960. He currently resides in Kent, England, is fluent in French and has a working knowledge of Spanish and Portuguese.inventor or co-inventor.

For the following reasons, the Board concluded that Mr. CroftDr. Landry should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. More than halfDr. Landry is an expert in the medical and pharmaceutical fields and has unique experiences in the formation, operation, and public registration of Sensient’s revenues come from outsidea start-up pharmaceutical company. Dr. Landry’s experience as director of a public corporation, his experience in commercialization of new products and in research and development, his strong technical acumen in the United States,pharmaceutical industry and expanding its worldwide operations isother fields related to our business, and his academic background, allow him to add a key strategy. As a lifetime resident of the United Kingdom, Mr. Croft brings an internationalunique skill set and perspective to the challenges of creating and building businesses that span multiple countries, cultures, languages, regulatory structures and business traditions, having spent over 40 years creating, building and managing multi-national businesses that focus on the specific needs of the local market and individual customer. Mr. Croft also brings the unique skills of an entrepreneur who has developed several successful multi-national businesses, often as start-ups. This international and management experience enables him to provide unique insights regarding the management and expansion of Sensient’s international operations.Board.
 
108
 
Kenneth P. Manning
Age 73
Director Since 1989
Executive Committee (Chairman)
Scientific Advisory Committee

Mr. Kenneth Manning is Sensient’s Chairman of the Board (since 1997). Mr. Manning joined Sensient as a Group Vice President in 1987. Mr. Manning became Sensient’s Executive Vice President in 1989, President in 1992 and Chief Executive Officer in 1996. He has been the architect of Sensient’s numerous key strategic moves, such as increasing its presence overseas and its moves into high-performance specialty ingredients for food and beverage systems, cosmetic and pharmaceutical ingredient systems and specialty chemicals for various applications. Mr. Manning is also a director of Sealed Air Corporation (since 2002) and a former director of Badger Meter, Inc. (from 1996 to 2010), Firstar Corporation (from 1997 to 1999), Firstar Trust Company (from 1992 to 1997) and numerous other public and charitable organizations.

Before joining Sensient, Mr. Manning served as assistant to the Chairman and Chief Executive Officer of W.R. Grace and Company and in other positions within W.R. Grace of increasing responsibility both domestically and overseas, including as Vice President of Operations — European Division and later as President of its Ambrosia Chocolate Division.

Mr. Manning holds a Bachelor of Science degree in Mechanical Engineering from Rensselaer Polytechnic Institute and a Master’s degree in Business Administration from American University. Mr. Manning served as an officer on active duty in the U.S. Navy from 1963 to 1967 and retired from the U.S. Naval Reserve in 1995 with the rank of Rear Admiral. He was awarded the Legion of Merit (awarded for exceptionally meritorious conduct in the performance of outstanding services and achievements) in 1994. Mr. Manning is a member of the American Society of Mechanical Engineers, the American Chemical Society, Navy League, the United States Naval Institute, the Naval Reserve Association, and the National Maritime Historic Association. He is also a Knight of Malta.

For the following reasons, the Board concluded that Mr. Manning should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Manning is the longest-serving director. As Sensient’s Chief Executive Officer from 1996 until February 1, 2014, he was the leader of Sensient’s transformation into a global developer, manufacturer and marketer of advanced color, flavor and fragrance systems for the food, beverage, pharmaceutical, personal care and other industries. With over 25 years of service to the Company, Mr. Manning’s unique knowledge and understanding of its businesses makes him especially well-suited to deal with future challenges and opportunities, as Sensient strives to sustain its growth in the current economic and competitive environment. Mr. Manning’s leadership and excellent business judgment are essential to Sensient’s Board.
11
 
 
Paul Manning
Age 40
43
 
Director Since 2012
Executive Committee (Chairman)
Finance Committee
Scientific Advisory Committee
 

Mr. Paul Manning ishas been Sensient’s Chairman, President and Chief Executive Officer (since February 2, 2014).since April 21, 2016. He joined the Company in 2009 as General Manager, Food Colors North America, and became President of the Color Group in 2010. He became President and Chief Operating Officer of the Company in October 2012.2012, and President and Chief Executive Officer in February 2014. Before joining the Company, he worked for Danaher Corporation from 2008 to 2009 as Mergers and Acquisitions Integration Manager of the Fluke Division. From 2003 to 2007,Division and he held various supply chain and project manager positions with McMaster-Carr Supply Company. He holds a B.S. degree in Chemistry from Stanford University and an MBA from Northwestern University. He attended Stanford University on a Naval ROTC scholarship and served in the U.S. Navy as a Surface Warfare Officer for four years.

During his four years of working within and then running the Color Group, Mr. Manning gained a thorough understanding of both the opportunities and the challenges facing the Company’s Color businesses and made critical contributions to theirits improved performance. As the Company’s President and Chief Operating Officer, his management skills and experience allowed him to make similar contributions in the Company’s other businesses, including his critical role in the relocation of the Flavors & Fragrances Group headquarters from Indianapolis to the Chicago area on time and on budget. In his current position as the Company’s Chairman, President and Chief Executive Officer, he has been responsible for the continued success of the Company, including its strong 2014 profits and sales, ongoingthe reorganization and restructuring activities,of the Flavors & Fragrances Group, upgrading of sales force and general manager talent, leading the Board of Directors, and implementation of key strategic changes, particularly inarticulating and executing the Flavors & Fragrances Group.Company’s strategy.

For the following reasons, the Board concluded that Mr. Manning should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. As Sensient’s Chairman, President and Chief Executive Officer, Mr. Manning brings the Board unique insights that will beare critical to Sensient’s long-term strategic planning and to issues that may arise in connection with the management succession occasioned by the retirement of Mr. Kenneth Manning.planning. His extraordinarily detailed knowledge of the Company’s operations enables him to keep the Board well informed regarding the Company’s performance and opportunities. Mr. Manning’s strong background in chemistry allows him to direct product and technology research and development efforts and to be a valuable member of the Scientific Advisory Committee. Mr. Manning’s prior experience in mergers and acquisitions and supply chain management is valuable to the Board because these areas are of particular importance for the Company’s growth and profitability.
 

9
12
 
 
 
Deborah McKeithan-Gebhardt
Age 56
59
 
Director Since 2014
Finance Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee
 

Ms. McKeithan-Gebhardt is President and Chief Operating Officer of Tamarack Petroleum Company, Inc. (since 2009), and also serves as Chief Executive Officer of Tamarack River Resources, LLC (since 2009). She previously served as Vice President and General Counsel of Tamarack Petroleum Company, Inc. (from 1991 to 2009). Tamarack Petroleum Company, Inc. is a private company engaged in oil and gas exploration andexploration. Tamarack River Resources, LLC is a Delaware limited liability company of which Tamarack Petroleum Company, Inc., is the majority member. Ms. McKeithan-Gebhardt has been with Tamarack Petroleum Company, Inc. since 1991. Prior to joining Tamarack Petroleum, Company, she was an attorney in private practice.

As President and Chief Operating Officer, and previously as Vice President and General Counsel of Tamarack Petroleum Company, Inc., Ms. McKeithan-Gebhardt has primary responsibility for, and extensive experience in, a range of strategic and operational matters, including human resources, compensation and employee benefits, financial management and reporting, regulatory and compliance, legal affairs, and risk management.

Ms. McKeithan-Gebhardt earned a bachelor of arts degree in Business Administration from Cardinal Stritch University in 1980 and a Juris DoctorateDoctor degree, summa cum laude, from Marquette University Law School in 1987. Ms. McKeithan-Gebhardt currently serves as a member of the Marquette University Law School Advisory Board.

For the following reasons, the Board concluded that Ms. McKeithan-Gebhardt should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. McKeithan-Gebhardt’s extensive experience, including experience as a Chief Executive Officer and in other executive management roles and experience in regulatory, legal, risk management, and related matters, provides Sensient with a broad perspective in addressing operational and strategic issues. Ms. McKeithan-Gebhardt’s background as an attorney and a senior executive are particularly valuable and allow her to make valuable contributions to the Board’s oversight of complex legal, risk management, regulatory, and compliance matters.
 
1310
Scott C. Morrison
Age 55
Director Since 2016
Audit Committee
Finance Committee (Chairman)
Scientific Advisory Committee

Mr. Morrison is Senior Vice President and Chief Financial Officer of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers. He previously served as Vice President and Treasurer of Ball Corporation. Prior to joining Ball Corporation, Mr. Morrison held senior corporate banking roles at Bank One, First Chicago, and NBD Bank, Detroit.

Mr. Morrison is an Executive Committee Member of the Board for the National Association of Manufacturers and Community Chairman of the Denver Chapter of the Kelley School of Business Indiana University. He previously served as Chairman of the National Association of Corporate Treasurers and as an expert testimony witness to the U.S. House of Representatives Agricultural Committee on Dodd-Frank legislation. Mr. Morrison has been recognized as CFO of the Year by CFO Magazine and Institutional Investor.

Mr. Morrison received his Bachelor’s Degree (1984) in Finance from Indiana University and his M.B.A. (1988) from Wayne State University.

For the following reasons, the Board concluded that Mr. Morrison should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Morrison has a wealth of valuable leadership experience and financial expertise, gained through currently serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles. Mr. Morrison’s background includes significant experience in mergers and acquisitions and post-merger integration including Ball Corporation’s $6.1 billion acquisition and integration of Rexam PLC, a metal beverage packaging manufacturer. Mr. Morrison’s experience, expertise, and background allow him to make valuable contributions to the Board and the Company regarding a wide range of matters, including capital allocation, financial reporting, international, and compliance matters.
11
 
 
 
Dr. Elaine R. Wedral
Age 71
74
 
Director Since 2006
Lead Director Since 2014
Compensation and Development Committee
Executive Committee
Finance Committee
Scientific Advisory Committee (Chairman)
 

Dr. Wedral has served as President of the International Life Sciences Institute-North America, a nonprofit organization based in Washington, D.C., that provides a forum for academic, government, and industry scientists to identify important nutrition and food safety issues and works toward solutions for the benefit of the general public. From 2003 to 2014, Dr. Wedral was also a director of Balchem Corporation (where she served as chair of the governance and nominating committee and a member of the compensation committee), which is engaged in the development, manufacture, and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, and medical sterilization industries. Dr. Wedral also serves on the editorial board of Food Processing magazine, serves on the board of the Women’s Global Health Institute at Purdue University, and continues to work with several industry groups and universities on food science issues in an advisory capacity. Dr. Wedral served as Lead Director from 2014 to 2017 and works closely with management on the Company’s Chemical Risk Reduction Strategy.

Dr. Wedral holds a B.S. degree in Biochemistry from Purdue University, an M.S. degree in Food Microbiology from Cornell University, and a Ph.D. in Food Biochemistry from Cornell University. From 1972 to 2006, Dr. Wedral served in various capacities with the Nestle Company, including as President of Nestle R&D Center, Inc., and director of Nestle R&D Food Service Systems Worldwide from 2000 to 2006 and as President of all Nestle U.S. R&D Centers from 1988 to 1999. During her tenure with Nestle, Dr. Wedral developed the strategy and accompanying R&D program for its food servicefoodservice systems. Among other things, she was responsible for the reorganization and supervision of Nestle’s existing R&D facilities in North America, with over 700 personnel, and the development, construction, and management of a new state-of-the-art pet food and nutrition facility,facility; a new beverage, confection, and ice cream facilityfacility; and renovation of a consolidated food and nutrition laboratory, each combining an emphasis on proprietary innovation with production efficiencies and commercialization opportunities.

Dr. Wedral holds over 38 U.S. and European patents in food science, chemistry, and food service systems to deliver foods and beverages, most related to food flavors and colors and food fortifications (e.g., adding bioavailable iron to fortify a product without discoloring it). Dr. Wedral’s work often helped create new product categories (e.g., shelf-stable liquid coffee creamers and refrigerated pizzas) while emphasizing food safety and quality. Dr. Wedral also has experience and expertise in helping to commercialize food and beverage products and delivery systems designed for local tastes and preferences around the world.

For the following reasons, the Board concluded that Dr. Wedral should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Wedral combines food science expertise with substantial business and personnel management and leadership experience in developing innovative and commercially successful food and beverage products. Dr. Wedral has experience in successfully building orand consolidating food and beverage research facilities within budget and managing and motivating large staffs of research scientists and engineers to work collaboratively and efficiently to serve customer needs, all while emphasizing the development of proprietary products and systems that meet the highest standards of food quality and safety. These experiences and technical expertise allow Dr. Wedral to make valuable contributions to Sensient’s Board and Board committees, including the Compensation and Development Committee, Executive Committee, Finance Committee, and Scientific Advisory Committee, and as Sensient’s independent Lead Director.Committee.
 
1412
 
 
 
Essie Whitelaw
Age 66
69
 
Director Since 1993
Audit Committee
Compensation and Development Committee
Nominating and Corporate Governance Committee (Chairman)
Scientific Advisory Committee
 

Ms. Whitelaw served as Senior Vice President of Operations of Wisconsin Physician Services, a provider of health insurance and benefit plan administration, from 2001 until her retirement in 2010, where she was responsible for managing over 430 employees. Prior to that, Ms. Whitelaw served over 15 years in various executive positions, including as President and Chief Operating Officer (1992 to 1997) and Vice President of National Business Development, at Blue Cross Blue Shield of Wisconsin, a comprehensive health and dental insurer. Among other things, while at Blue Cross Blue Shield, Ms. Whitelaw was responsible for managing insurance risk underwriting activities, regulatory compliance, and the development and implementation of appropriate sales incentive programs. Prior to its merger into another public utility in 2000, Ms. Whitelaw served on the board and on the audit, nominating, and retirement plan investment committees of WICOR Corporation, a Wisconsin energy utility. Ms. Whitelaw has served as a director of Network Health since 2016. Network Health is a Wisconsin based health insurer.

Ms. Whitelaw is very active in the local WisconsinMilwaukee area community. She currently serves as a director on the boards of the Milwaukee Public Museum, the Wisconsin Lutheran High School Foundation, Inc., the Atonement Lutheran School and the Wisconsin Women’s Health Foundation, a non-profit organization dedicated to improving the health and lives of women and their families, through education, outreach programs, and partnerships. Ms. Whitelaw’s prior board service includes the Milwaukee Public Museum, Goodwill Industries, United Way of Greater Milwaukee, Blue Cross Blue Shield Foundation, Metropolitan Milwaukee Association of Commerce, Greater Milwaukee Committee, and Bradley Center Sports and Entertainment Corp.

For the following reasons, the Board concluded that Ms. Whitelaw should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. Whitelaw has significant regulatory compliance and human resources experience, including developing and implementing compensation policies and designing incentive programs for sales and customer service employees to achieve business objectives while managing risk. Ms. Whitelaw is Sensient’s longest serving independent director. Sensient values Ms. Whitelaw’s involvement in civic and community activities and her experiences with regulatory compliance, risk management, and human resources allow her to make valuable contributions to Sensient’s Board and Board committees, including the Audit, Compensation and Development, Committee and the Nominating and Corporate Governance Committee.Committees.
 
 
Except as noted, all nominees have held their current positions or otherwise have served in their respective positions with the listed organizations for more than five years. No director or nominee for director or executive officer had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary since the beginning of 2014,2017, nor does any director nominee or executive officernominee have any material interest, direct or indirect, in any such proposed transaction, except that: (1) Sealed Air Corporation, of which Messrs. Brown and Kenneth Manning are directors, purchased $270,809 and $170,008 in colors from one or more units of the Company in 2014 and 2013, respectively; (2) a Sensient subsidiary purchased $307,215 and $355,161 in packaging or industrial cleaner from Sealed Air in 2014 and 2013, respectively; (3) during 2009 the Company hiredtransaction. Mr. Paul Manning the son of Mr. Kenneth Manning (Sensient’s Chairman of the Board), and he currently serves as the(Chairman, President and Chief Executive Officer of the Company,Officer) and in January 2013 the Company hired Mr. John J. Manning (son of Mr. Kenneth Manning(Vice President, General Counsel and brother of Mr. Paul Manning), and he currently serves as Vice President and Assistant General Counsel; and (4) Mr. Cichurski provided accounting consulting services to the Company from 2007 until his 2013 nomination as a director in exchange for an annual consulting fee of $35,000. Secretary) are brothers. See “Transactions“Transactions with Related Persons” below. The Board has determined that all members of the Board, except Messrs. Kenneth Manning andMr. Paul Manning, are independent under the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”), and that the relationships of Mr. Brown and Mr. Cichurski did not impair their independence. . See “Corporate“Corporate Governance - Director Independence” below.
 
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Corporate Governance

General

The Board is responsible for exercising the corporate powers of the Company and overseeing the management of the business and affairs of the Company, including management’s establishment and implementation of key strategic priorities and initiatives. Long-term, sustainable value creation and preservation are possible only through the prudent assumption and management of both risks and potential rewards, and Sensient’s Board as a whole takes a leading role in overseeing the Company’s overall risk tolerances as a part of the strategic planning process and in overseeing the Company’s management of strategic risks. The Board has delegated to the Audit Committee primary responsibility for overseeing the executives’ risk assessments and implementation of appropriate risk management policies and guidelines, including those related to financial reporting and regulatory compliance. It has delegated to the Compensation and Development Committee primary oversight responsibility to ensure that compensation programs and practices do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls. It has delegated to the Finance Committee primary oversight responsibility with respect to Sensient’s capital structure and the types and amounts of insurance and with respect to foreign currency management.
Board Meetings and Meeting Attendance

The Board met eleven times during 2014. Each director attended at least 75% of the meetings of the Board and the Board Committees on which he or she served at the time of the meetings that were held during 2014. The Company’s Corporate Governance Guidelines provide that all directors are expected to regularly attend meetings of the Board and the committees of which they are members and to attend the Annual Meeting of Shareholders. In 2014, all Board members serving at the time attended the 2014 Annual Meeting of Shareholders.
Committees of the Board

ExecutiveScientific Advisory Committee
The Executive Committee of the Board, which currently consists of Messrs. Croft, Hickey, Kenneth Manning (Chairman) and Paul Manning and Dr. Clydesdale, met once during 2014. This Committee has the power and authority of the Board in directing the management of the business and affairs of the Company in the intervals between Board meetings, except to the extent limited by law, and reports its actions at regular meetings of the Board.

Audit Committee
The Audit Committee of the Board met nine times during 2014. Messrs. Brown (Chairman), Cichurski, Croft and Hickey and Drs. Carleone and Clydesdale are the current members of the Audit Committee. All members of the Audit Committee meet the independence and experience requirements of the New York Stock Exchange and the SEC applicable to directors generally, and to members of audit committees specifically. None of them serves on the audit committee of more than three public companies.

This Committee, among other things:

has sole responsibility to appoint, terminate, compensate and oversee the independent auditors of the Company and to approve any audit and permitted non-audit work by the independent auditors;

reviews the adequacy and appropriateness of the Company’s internal control structure and recommends improvements thereto, including management’s assessment of internal controls and the internal audit function and risk management activities in general;

reviews with the independent auditors their reports on the consolidated financial statements of the Company and the adequacy of the financial reporting process, including the selection of accounting policies;

reviews and discusses with management the Company’s practices regarding earnings press releases and the provision of financial information and earnings guidance to analysts and ratings agencies;
 

Mr. Cichurski spent 35 years practicing as a CPA for clients throughout the world with the international accounting firm PricewaterhouseCoopers and its predecessors (he retired from that firm in 2000), including service in Barcelona, Spain, from 1978-1981, and service as the Managing Partner of the Milwaukee office (serving Wisconsin and parts of the upper Midwest) from 1989 to 1996. From mid-1996 to 2000, he worked with the firm’s Office of General Counsel at the firm’s National Office in New York. From 2000 to 2007, he served as Executive Vice President of Merchants & Manufacturers Bancorporation and as President of its financial services subsidiary. Following his retirement from that position, he serves, or has served, as an advisor to several public and private companies on business development, accounting, and financial reporting matters. That includes providing advisory services to Sensient from 2007 until his 2013 selection as a nominee for Sensient’s Board. Mr. Cichurski serves on the boards of numerous community and charitable organizations in the Milwaukee area and is a member of both the American Institute of Certified Public Accountants and the Wisconsin Institute of Certified Public Accountants.

Mr. Cichurski received his bachelor of science degree from Saint Peter’s College, Jersey City, New Jersey, in 1963, and his MBA from Fairleigh Dickinson University in 1971. He served as a First Lieutenant in the U.S. Army from 1963 to 1965, where he earned the Army Commendation Medal.

For the following reasons, the Board concluded that Mr. Cichurski should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Cichurski’s accounting and auditing experience and expertise, including extensive experience auditing public corporations as a CPA and his detailed knowledge of Sensient as a result of his past consulting services to Sensient, provides invaluable financial insight and expertise to Sensient. His substantial U.S. and international experience assisting global businesses in a variety of industries and his extensive knowledge and experience with the IRS, SEC, and other government agencies are all particularly valuable to Sensient. His business experience, both at a senior management level and as an advisor to growing companies in a variety of manufacturing and consumer products businesses, is especially valuable as Sensient pursues both its growth program and its cost reduction initiatives throughout the Company. His experience as head of the Milwaukee office and in the Office of the General Counsel of PricewaterhouseCoopers and his service on community boards help position Mr. Cichurski to serve on various Sensient committees.
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16
Dr. Mario Ferruzzi
Age 43
obtains and reviews an annual report of the independent auditor covering the independent auditor’s independence, quality control and any inquiry or investigation of the independent auditors by governmental or professional authorities within the past five years;

sets hiring policies for employees or former employees of the independent auditor;

establishes procedures for receipt of complaints about accounting, internal accounting controls, auditing and other compliance matters;

reviews and oversees management’s risk assessment and risk management policies and guidelines generally, including those related to financial reporting and regulatory compliance; and

reviews the adequacy and appropriateness of the various policies of the Company dealing with the principles governing performance of corporate activities. These policies, which are set forth in the Company’s Code of Conduct, include antitrust compliance, conflicts of interest, anti-bribery and business ethics.

The Board has adopted a written charter for the Audit Committee, which is included in the Company’s Bylaws and posted on its website. The Audit Committee reviews and reassesses the adequacy of this charter at least annually. The Board has also adopted a Code of Ethics for Senior Financial Officers (which was incorporated into the Company’s Code of Conduct in July 2014), as contemplated by the Sarbanes-Oxley Act of 2002. The Board has determined that Dr. Carleone and Messrs. Brown and Cichurski are audit committee financial experts in accordance with SEC rules. Mr. Hickey, who will retire from the Board at the time of the Meeting, is also an audit committee financial expert in accordance with SEC rules. Any changes made to the Code of Ethics, and any waivers granted thereunder, will be posted and available on the Company’s website.

Director Since 2015
Compensation and Development Committee
Nominating and Corporate Governance Committee
The current membersScientific Advisory Committee

Dr. Ferruzzi is a Professor of Food Science and Nutrition in the Plants for Human Health Institute and the Department of Food, Bioprocessing and Nutrition Science at North Carolina State University. Prior to joining North Carolina State University, Dr. Ferruzzi served as a Professor in the Department of Food Science at Purdue University (2004 to 2016); a Research Scientist in the Coffee and Tea Beverage Development group at Nestlé Research & Development Center, Marysville, Ohio; and a Research Scientist at the Nutrition & Health and Scientific & Nutritional Support Departments at the Nestlé Research Centre in Lausanne, Switzerland. He received his B.S. in Chemistry from Duke University (1996) and his M.S. (1998) and Ph.D. (2001) in Food Science and Nutrition from The Ohio State University. He has served on Sensient’s Scientific Advisory Committee since 2014.

Dr. Ferruzzi is recognized for his expertise in analytical chemistry and its applications to food and nutrition research. His core research interests are in the areas of agricultural and botanical chemistry with emphasis on investigating the impact of the plant food matrix and processing on the stability, bioavailability, and metabolism of health promoting phytochemicals and micronutrients. Dr. Ferruzzi’s research has been consistently funded by federal agencies including the U.S. Department of Agriculture, the National Institutes of Health, and the United States Agency for International Development as well as the food industry. His core activities have resulted in over 140 publications as well as extensive national and international collaborations, research, and product development.

For his research efforts, Dr. Ferruzzi has received awards from the Institute of Food Technologists (IFT) (2010 Samuel Cate Prescott Young Investigator Award), the American Society for Nutrition (2011 Mary Rose Swartz Young Investigator Award), and Purdue University (2012 Agricultural Research Award) and was named a University Faculty Scholar by Purdue University in 2013.

Dr. Ferruzzi has served as a scientific advisor to several food manufacturers and associations. He is a member of the Board of Trustees for the North America branch of the International Life Science Institute. He is a professional member of IFT, the American Society for Nutrition (ASN), and the American Chemical Society (ACS). He is a Fellow of the Royal Society of Chemistry. Dr. Ferruzzi has held multiple leadership roles in these societies, at both local and national levels. He served as Chair of the Food Science & Nutrition Solutions Taskforce, a joint working group between IFT-ASN-IFIC and the Academy of Nutrition and Dietetics (AND). Additionally, Dr. Ferruzzi serves on the editorial boards of Nutrition Research, Nutrition Today, and Critical Reviews in Food Science and Nutrition. He serves as an Associate Editor for the Royal Society of Chemistry’s journal, Food & Function.

For the following reasons, the Board concluded that Dr. Ferruzzi should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Ferruzzi is an expert in analytical chemistry and its application to food and nutrition, which are directly relevant to a range of Sensient’s businesses. Dr. Ferruzzi’s extensive industry and academic experience, his extensive experience with new product development and product commercialization, together with his knowledge of Sensient’s products and operations gained as a result of service on Sensient’s Scientific Advisory Committee, have allowed him to make immediate and significant contributions to the Board.
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Dr. Donald W. Landry
Age 63
Director Since 2015
Compensation and Development Committee of the Board, which held four meetings during 2014, are Messrs. Croft
Nominating and Corporate Governance Committee (Chairman) and Cichurski, Drs. Clydesdale and Wedral and Ms. Whitelaw. Each member of the
Scientific Advisory Committee has been determined by the Board to satisfy the independence requirements of the New York Stock Exchange and the SEC applicable to directors generally and to members of compensation committees.

Among the Committee’s responsibilities are:

to review and approve all compensation plans and programs (philosophy and guidelines) of the Company and, in consultation with senior management and taking into consideration recent shareholder advisory votes and any other shareholder communications regarding executive compensation, oversee the development and implementation of the Company’s compensation program, including salary structure, base salary, short- and long-term incentive compensation such as restricted stock awards (including the relationships between incentive compensation and risk- taking) and nonqualified benefit plans and programs, including fringe benefit programs;

to review and discuss with management the policies and practices of the Company and its subsidiaries for compensating their employees, including non-executive officers and employees, to ensure those policies do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls;

to review and make recommendations to the Board with respect to all compensation arrangements and changes in the compensation of the officers appointed by the Board, including, without limitation (i) base salary; (ii) short- and long-term incentive compensation plans and equity-based plans (including overseeing the administration of these plans and discharging any responsibilities imposed on the Committee by any of these plans); (iii) employment agreements, severance arrangements and change of control agreements/provisions, in each case as, when and if appropriate; and (iv) any special or supplemental benefits; and

at least annually, to review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives, report the results of the evaluation to the Board and set the Chief Executive Officer’s compensation level based on this evaluation.
 
17
Sensient designs its overall compensation programs

Dr. Landry is the Samuel Bard Professor and Chair of the Department of Medicine at Columbia University’s College of Physicians and Surgeons. He also serves as its Director of the Division of Experimental Therapeutics and Physician-in-Chief for the Medical Service at New York Presbyterian Hospital/Columbia Medical Center. Dr. Landry has been a member of the faculty of Columbia University since 1985. At Columbia, Dr. Landry developed the first artificial enzyme to degrade cocaine and his report in Science was voted one of top 25 papers in the world for 1993 by the American Chemical Society. His discovery that vasopressin can be used to treat vasodilatory shock fundamentally changed intensive care medicine. He also pioneered an embryo-sparing approach to the generation of human embryonic stem cells.

Dr. Landry has been a director of Tonix Pharmaceuticals Holding Corp. (NASDAQ: TNXP) since October 2011. Between June 2007 and October 2011, Dr. Landry served as a founding director of Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp. Tonix Pharmaceuticals is a publicly traded company that develops next-generation medicines for common disorders of the central nervous system, including fibromyalgia, post-traumatic stress disorder, and episodic tension-type headache.

Dr. Landry was co-founder and has been a member of L&L Technologies LLC since 1996. L&L Technologies LLC was formed to develop medications for central nervous system conditions. Dr. Landry was also a co-founder of Vela Pharmaceuticals, which developed several drugs for central nervous system disorders, including very low dose (VLD) cyclobenzaprine for fibromyalgia syndrome.

Dr. Landry established his laboratory at Columbia University in 1991 to investigate medical applications of artificial enzymes. In 1998, he founded the Division of Experimental Therapeutics. The Division focuses on novel therapeutics for intractable problems such as cocaine addiction, nerve gas intoxication, and vasodilatory shock. Dr. Landry is a leader in the ethical development of embryonic stem cells and served as a member of the President’s Council on Bioethics during the George W. Bush administration. In 2008, Dr. Landry was awarded the Presidential Citizens Medal, the nation’s second-highest civilian award. In 2016, Dr. Landry was elected to the National Academy of Inventors.

Dr. Landry graduated from Lafayette College, completed his Ph.D. in organic chemistry under Nobel laureate R.B. Woodward at Harvard University in 1979, and then obtained his M.D. degree from Columbia University’s College of Physicians and Surgeons in 1983. After residency in Internal Medicine at the Massachusetts General Hospital, he returned to Columbia University as a National Institutes of Health (NIH) Physician-Scientist from 1985 to 1990. Dr. Landry has published 114 peer-reviewed articles, authored 31 review articles or book chapters, and holds 36 patents as inventor or co-inventor.

For the following reasons, the Board concluded that Dr. Landry should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Landry is an expert in the medical and pharmaceutical fields and has unique experiences in the formation, operation, and public registration of a start-up pharmaceutical company. Dr. Landry’s experience as director of a public corporation, his experience in commercialization of new products and in research and development, his strong technical acumen in the pharmaceutical industry and other fields related to our business, and his academic background, allow him to add a unique skill set and perspective to the Board.
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Paul Manning
Age 43
Director Since 2012
Executive Committee (Chairman)
Finance Committee
Scientific Advisory Committee

Mr. Paul Manning has been Sensient’s Chairman, President and Chief Executive Officer since April 21, 2016. He joined the Company in 2009 as General Manager, Food Colors North America, and became President of the Color Group in 2010. He became President and Chief Operating Officer of the Company in October 2012, and President and Chief Executive Officer in February 2014. Before joining the Company, he worked for Danaher Corporation as Mergers and Acquisitions Integration Manager of the Fluke Division and he held various supply chain and project manager positions with McMaster-Carr Supply Company. He holds a B.S. degree in Chemistry from Stanford University and an MBA from Northwestern University. He attended Stanford University on a Naval ROTC scholarship and served in the U.S. Navy as a Surface Warfare Officer for four years.

During his four years of working within and then running the Color Group, Mr. Manning gained a thorough understanding of both the opportunities and the challenges facing the Company’s Color businesses and made critical contributions to its improved performance. As the Company’s President and Chief Operating Officer, his management skills and experience allowed him to make similar contributions in the Company’s other businesses, including his critical role in the relocation of the Flavors & Fragrances Group headquarters from Indianapolis to the Chicago area on time and on budget. In his current position as the Company’s Chairman, President and Chief Executive Officer, he has been responsible for the continued success of the Company, including its strong profits and sales, the reorganization and restructuring of the Flavors & Fragrances Group, upgrading of sales force and general manager talent, leading the Board of Directors, and articulating and executing the Company’s strategy.

For the following reasons, the Board concluded that Mr. Manning should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. As Sensient’s Chairman, President and Chief Executive Officer, Mr. Manning brings the Board unique insights that are critical to Sensient’s long-term strategic planning. His extraordinarily detailed knowledge of the Company’s operations enables him to keep the Board well informed regarding the Company’s performance and opportunities. Mr. Manning’s strong background in chemistry allows him to direct product and technology research and development efforts and to be a valuable member of the Scientific Advisory Committee. Mr. Manning’s prior experience in mergers and acquisitions and supply chain management is valuable to the Board because these areas are of particular importance for the Company’s growth and profitability.
9
Deborah McKeithan-Gebhardt
Age 59
Director Since 2014
Finance Committee
Nominating and practices, including incentive compensation for both executives and non-executive employees, in a manner intended to support its strategic priorities and initiatives to enhance long-term sustainable value without encouraging unnecessary or unreasonable risk-taking. At the same time, the Company recognizes that its goals cannot be fully achieved while avoiding all risk. Management periodically reviews Sensient’s compensation programs and practices in the context of its risk profile, together with its other risk mitigation and risk management programs, to ensure that these programs and practices work together for the long-term benefit of the Company and its shareholders. Based on its recently completed review of Sensient’s compensation programs, management concluded that Sensient’s incentive compensation policies for both executive and non-executive employees have not materially and adversely affected Sensient in the recent past, and are not likely to have a material adverse effect in the future. See “Corporate Governance Committee
Scientific Advisory Committee

Ms. McKeithan-Gebhardt is President and Chief Operating Officer of Tamarack Petroleum Company, Inc. (since 2009), and also serves as Chief Executive Officer of Tamarack River Resources, LLC (since 2009). She previously served as Vice President and General Counsel of Tamarack Petroleum Company, Inc. (from 1991 to 2009). Tamarack Petroleum Company, Inc. is a private company engaged in oil and gas exploration. Tamarack River Resources, LLC is a Delaware limited liability company of which Tamarack Petroleum Company, Inc., is the majority member. Ms. McKeithan-Gebhardt has been with Tamarack Petroleum since 1991. Prior to joining Tamarack Petroleum, she was an attorney in private practice.

As President and Chief Operating Officer, and previously as Vice President and General Counsel of Tamarack Petroleum Company, Inc., Ms. McKeithan-Gebhardt has primary responsibility for, and extensive experience in, a range of strategic and operational matters, including human resources, compensation and employee benefits, financial management and reporting, regulatory and compliance, legal affairs, and risk management.

Ms. McKeithan-Gebhardt earned a bachelor of arts degree in Business Administration from Cardinal Stritch University in 1980 and a Juris Doctor degree, summa cum laude, from Marquette University Law School in 1987. Ms. McKeithan-Gebhardt currently serves as a member of the Marquette University Law School Advisory Board.

For the following reasons, the Board concluded that Ms. McKeithan-Gebhardt should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. McKeithan-Gebhardt’s extensive experience, including experience as a Chief Executive Officer and in other executive management roles and experience in regulatory, legal, risk management, and related matters, provides Sensient with a broad perspective in addressing operational and strategic issues. Ms. McKeithan-Gebhardt’s background as an attorney and a senior executive are particularly valuable and allow her to make valuable contributions to the Board’s oversight of complex legal, risk management, regulatory, and compliance matters.
10
Scott C. Morrison
Age 55
Director Since 2016
Audit Committee
Finance Committee (Chairman)
Scientific Advisory Committee

Mr. Morrison is Senior Vice President and Chief Financial Officer of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers. He previously served as Vice President and Treasurer of Ball Corporation. Prior to joining Ball Corporation, Mr. Morrison held senior corporate banking roles at Bank One, First Chicago, and NBD Bank, Detroit.

Mr. Morrison is an Executive Committee Member of the Board for the National Association of Manufacturers and Community Chairman of the Denver Chapter of the Kelley School of Business Indiana University. He previously served as Chairman of the National Association of Corporate Treasurers and as an expert testimony witness to the U.S. House of Representatives Agricultural Committee on Dodd-Frank legislation. Mr. Morrison has been recognized as CFO of the Year by CFO Magazine and Institutional Investor.

Mr. Morrison received his Bachelor’s Degree (1984) in Finance from Indiana University and his M.B.A. (1988) from Wayne State University.

For the following reasons, the Board concluded that Mr. Morrison should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Morrison has a wealth of valuable leadership experience and financial expertise, gained through currently serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles. Mr. Morrison’s background includes significant experience in mergers and acquisitions and post-merger integration including Ball Corporation’s $6.1 billion acquisition and integration of Rexam PLC, a metal beverage packaging manufacturer. Mr. Morrison’s experience, expertise, and background allow him to make valuable contributions to the Board and the Company regarding a wide range of matters, including capital allocation, financial reporting, international, and compliance matters.
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Dr. Elaine R. Wedral
Age 74
Director Since 2006
Compensation Discussion and Analysis” for an analysis of material compensation policies and procedures with respect to the Company’s named executive officers and “Compensation and Development Committee Report” for the Committee’s 2014 report on compensation matters.
Executive Committee
Finance Committee
Scientific Advisory Committee (Chairman)

Dr. Wedral has served as President of the International Life Sciences Institute-North America, a nonprofit organization based in Washington, D.C., that provides a forum for academic, government, and industry scientists to identify important nutrition and food safety issues and works toward solutions for the benefit of the general public. From 2003 to 2014, Dr. Wedral was also a director of Balchem Corporation (where she served as chair of the governance and nominating committee and a member of the compensation committee), which is engaged in the development, manufacture, and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, and medical sterilization industries. Dr. Wedral also serves on the editorial board of Food Processing magazine, serves on the board of the Women’s Global Health Institute at Purdue University, and continues to work with several industry groups and universities on food science issues in an advisory capacity. Dr. Wedral served as Lead Director from 2014 to 2017 and works closely with management on the Company’s Chemical Risk Reduction Strategy.

Dr. Wedral holds a B.S. degree in Biochemistry from Purdue University, an M.S. degree in Food Microbiology from Cornell University, and a Ph.D. in Food Biochemistry from Cornell University. From 1972 to 2006, Dr. Wedral served in various capacities with the Nestle Company, including as President of Nestle R&D Center, Inc., and director of Nestle R&D Food Service Systems Worldwide from 2000 to 2006 and as President of all Nestle U.S. R&D Centers from 1988 to 1999. During her tenure with Nestle, Dr. Wedral developed the strategy and accompanying R&D program for its foodservice systems. Among other things, she was responsible for the reorganization and supervision of Nestle’s existing R&D facilities in North America, with over 700 personnel, and the development, construction, and management of a new state-of-the-art pet food and nutrition facility; a new beverage, confection, and ice cream facility; and renovation of a consolidated food and nutrition laboratory, each combining an emphasis on proprietary innovation with production efficiencies and commercialization opportunities.

Dr. Wedral holds over 38 U.S. and European patents in food science, chemistry, and food service systems to deliver foods and beverages, most related to food flavors and colors and food fortifications (e.g., adding bioavailable iron to fortify a product without discoloring it). Dr. Wedral’s work often helped create new product categories (e.g., shelf-stable liquid coffee creamers and refrigerated pizzas) while emphasizing food safety and quality. Dr. Wedral also has experience and expertise in helping to commercialize food and beverage products and delivery systems designed for local tastes and preferences around the world.

For the following reasons, the Board concluded that Dr. Wedral should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Wedral combines food science expertise with substantial business and personnel management and leadership experience in developing innovative and commercially successful food and beverage products. Dr. Wedral has experience in successfully building and consolidating food and beverage research facilities within budget and managing and motivating large staffs of research scientists and engineers to work collaboratively and efficiently to serve customer needs, all while emphasizing the development of proprietary products and systems that meet the highest standards of food quality and safety. These experiences and technical expertise allow Dr. Wedral to make valuable contributions to Sensient’s Board and Board committees, including the Compensation and Development Committee, Executive Committee, Finance Committee, and Scientific Advisory Committee.
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Essie Whitelaw
Age 69
Director Since 1993
Audit Committee
Compensation and Development Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee

Ms. Whitelaw served as Senior Vice President of Operations of Wisconsin Physician Services, a provider of health insurance and benefit plan administration, from 2001 until her retirement in 2010, where she was responsible for managing over 430 employees. Prior to that, Ms. Whitelaw served over 15 years in various executive positions, including as President and Chief Operating Officer (1992 to 1997) and Vice President of National Business Development, at Blue Cross Blue Shield of Wisconsin, a comprehensive health and dental insurer. Among other things, while at Blue Cross Blue Shield, Ms. Whitelaw was responsible for managing insurance risk underwriting activities, regulatory compliance, and the development and implementation of appropriate sales incentive programs. Prior to its merger into another public utility in 2000, Ms. Whitelaw served on the board and on the audit, nominating, and retirement plan investment committees of WICOR Corporation, a Wisconsin energy utility. Ms. Whitelaw has served as a director of Network Health since 2016. Network Health is a Wisconsin based health insurer.

Ms. Whitelaw is very active in the local Milwaukee area community. She currently serves as a director on the boards of the Wisconsin Lutheran High School Foundation, Inc. and the Wisconsin Women’s Health Foundation, a non-profit organization dedicated to improving the health and lives of women and their families, through education, outreach programs, and partnerships. Ms. Whitelaw’s prior board service includes the Milwaukee Public Museum, Goodwill Industries, United Way of Greater Milwaukee, Blue Cross Blue Shield Foundation, Metropolitan Milwaukee Association of Commerce, Greater Milwaukee Committee, and Bradley Center Sports and Entertainment Corp.

For the following reasons, the Board concluded that Ms. Whitelaw should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. Whitelaw has significant regulatory compliance and human resources experience, including developing and implementing compensation policies and designing incentive programs for sales and customer service employees to achieve business objectives while managing risk. Ms. Whitelaw’s experiences with regulatory compliance, risk management, and human resources allow her to make valuable contributions to Sensient’s Board and Board committees, including the Audit, Compensation and Development, and Nominating and Corporate Governance Committees.
Except as noted, all nominees have held their current positions or otherwise have served in their respective positions with the listed organizations for more than five years. No director or nominee for director had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary since the beginning of 2017, nor does any director or nominee have any material interest, direct or indirect, in any such proposed transaction. Mr. Paul Manning (Chairman, President and Chief Executive Officer) and Mr. John J. Manning (Vice President, General Counsel and Secretary) are brothers. See “Transactions with Related Persons” below. The Board has determined that all members of the Board, except Mr. Paul Manning, are independent under the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). See “Corporate Governance - Director Independence” below.
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Finance Committee
Scientific Advisory Committee
The Finance Committee of the Board, which currently consists of Messrs. Brown, Cichurski, Hickey (Chairman) and Paul Manning and Dr. Wedral, held four meetings during 2014. Among other things, this Committee reviews and monitors the Company’s financial planning and structure to ensure conformity with the Company’s requirements for growth and fiscally sound operation, and also reviews and approves:

Mr. Cichurski spent 35 years practicing as a CPA for clients throughout the world with the international accounting firm PricewaterhouseCoopers and its predecessors (he retired from that firm in 2000), including service in Barcelona, Spain, from 1978-1981, and service as the Managing Partner of the Milwaukee office (serving Wisconsin and parts of the upper Midwest) from 1989 to 1996. From mid-1996 to 2000, he worked with the firm’s Office of General Counsel at the firm’s National Office in New York. From 2000 to 2007, he served as Executive Vice President of Merchants & Manufacturers Bancorporation and as President of its financial services subsidiary. Following his retirement from that position, he serves, or has served, as an advisor to several public and private companies on business development, accounting, and financial reporting matters. That includes providing advisory services to Sensient from 2007 until his 2013 selection as a nominee for Sensient’s Board. Mr. Cichurski serves on the boards of numerous community and charitable organizations in the Milwaukee area and is a member of both the American Institute of Certified Public Accountants and the Wisconsin Institute of Certified Public Accountants.

Mr. Cichurski received his bachelor of science degree from Saint Peter’s College, Jersey City, New Jersey, in 1963, and his MBA from Fairleigh Dickinson University in 1971. He served as a First Lieutenant in the U.S. Army from 1963 to 1965, where he earned the Army Commendation Medal.

For the following reasons, the Board concluded that Mr. Cichurski should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Cichurski’s accounting and auditing experience and expertise, including extensive experience auditing public corporations as a CPA and his detailed knowledge of Sensient as a result of his past consulting services to Sensient, provides invaluable financial insight and expertise to Sensient. His substantial U.S. and international experience assisting global businesses in a variety of industries and his extensive knowledge and experience with the IRS, SEC, and other government agencies are all particularly valuable to Sensient. His business experience, both at a senior management level and as an advisor to growing companies in a variety of manufacturing and consumer products businesses, is especially valuable as Sensient pursues both its growth program and its cost reduction initiatives throughout the Company. His experience as head of the Milwaukee office and in the Office of the General Counsel of PricewaterhouseCoopers and his service on community boards help position Mr. Cichurski to serve on various Sensient committees.
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Dr. Mario Ferruzzi
Age 43
the Company’s annual capital budget, long-term financing plans, borrowings, notesDirector Since 2015
Compensation and credit facilities, investments and commercial and investment banking relationships;

existing insurance programs, foreign currency management and the stock repurchase program;

the financial management and administrative operation of the Company’s qualified and nonqualified benefit plans; and

such other matters as may from time to time be delegated to theDevelopment Committee by the Board or as provided in the Bylaws.

Nominating and Corporate Governance Committee
Scientific Advisory Committee

Dr. Ferruzzi is a Professor of Food Science and Nutrition in the Plants for Human Health Institute and the Department of Food, Bioprocessing and Nutrition Science at North Carolina State University. Prior to joining North Carolina State University, Dr. Ferruzzi served as a Professor in the Department of Food Science at Purdue University (2004 to 2016); a Research Scientist in the Coffee and Tea Beverage Development group at Nestlé Research & Development Center, Marysville, Ohio; and a Research Scientist at the Nutrition & Health and Scientific & Nutritional Support Departments at the Nestlé Research Centre in Lausanne, Switzerland. He received his B.S. in Chemistry from Duke University (1996) and his M.S. (1998) and Ph.D. (2001) in Food Science and Nutrition from The Ohio State University. He has served on Sensient’s Scientific Advisory Committee since 2014.

Dr. Ferruzzi is recognized for his expertise in analytical chemistry and its applications to food and nutrition research. His core research interests are in the areas of agricultural and botanical chemistry with emphasis on investigating the impact of the plant food matrix and processing on the stability, bioavailability, and metabolism of health promoting phytochemicals and micronutrients. Dr. Ferruzzi’s research has been consistently funded by federal agencies including the U.S. Department of Agriculture, the National Institutes of Health, and the United States Agency for International Development as well as the food industry. His core activities have resulted in over 140 publications as well as extensive national and international collaborations, research, and product development.

For his research efforts, Dr. Ferruzzi has received awards from the Institute of Food Technologists (IFT) (2010 Samuel Cate Prescott Young Investigator Award), the American Society for Nutrition (2011 Mary Rose Swartz Young Investigator Award), and Purdue University (2012 Agricultural Research Award) and was named a University Faculty Scholar by Purdue University in 2013.

Dr. Ferruzzi has served as a scientific advisor to several food manufacturers and associations. He is a member of the Board of Trustees for the North America branch of the International Life Science Institute. He is a professional member of IFT, the American Society for Nutrition (ASN), and the American Chemical Society (ACS). He is a Fellow of the Royal Society of Chemistry. Dr. Ferruzzi has held multiple leadership roles in these societies, at both local and national levels. He served as Chair of the Food Science & Nutrition Solutions Taskforce, a joint working group between IFT-ASN-IFIC and the Academy of Nutrition and Dietetics (AND). Additionally, Dr. Ferruzzi serves on the editorial boards of Nutrition Research, Nutrition Today, and Critical Reviews in Food Science and Nutrition. He serves as an Associate Editor for the Royal Society of Chemistry’s journal, Food & Function.

For the following reasons, the Board concluded that Dr. Ferruzzi should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Ferruzzi is an expert in analytical chemistry and its application to food and nutrition, which are directly relevant to a range of Sensient’s businesses. Dr. Ferruzzi’s extensive industry and academic experience, his extensive experience with new product development and product commercialization, together with his knowledge of Sensient’s products and operations gained as a result of service on Sensient’s Scientific Advisory Committee, have allowed him to make immediate and significant contributions to the Board.
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Dr. Donald W. Landry
Age 63
Director Since 2015
Compensation and Development Committee
Nominating and Corporate Governance Committee of the Board, which currently consists of Messrs. Brown, Cichurski and Hickey, Dr. Clydesdale and Ms. Whitelaw (Chairman), met twice during 2014. Each member of the Committee satisfies the independence requirements of the New York Stock Exchange and the SEC applicable to directors generally.

Among other functions, this Committee:

studies and makes recommendations concerning the composition of the Board and its committee structure, including the Company’s Director Selection Criteria, and reviews the compensation of Board and Committee members;

recommends persons to be nominated by the Board for election as directors of the Company and to serve as proxies at the Annual Meeting of Shareholders;

considers any nominees recommended by shareholders;

assists the Board in its determination of the independence of each director;

develops corporate governance guidelines for the Company and reassesses such guidelines annually; and

oversees the system of corporate governance and the evaluation of the Board and management from a corporate governance standpoint.
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The Committee identifies and recommends Board candidates it determines are qualified and suitable to serve as a director consistent with the criteria for selection of directors adopted by the Board, including seeking a variety of perspectives, professional experience, education, skills and other individual qualities and attributes. A copy of the Company’s Director Selection Criteria is attached as Appendix A to this proxy statement. Recommendations for Board candidates may be made to the Committee by the Company’s President and Chief Executive Officer, other current Board members and Company shareholders. The Committee also from time to time utilizes the services of third-party search firms. Once appropriate candidates are identified, the Committee evaluates their qualifications to determine which candidate best meets the Company’s Director Selection Criteria, without regard to the source of the recommendation. Recommendations by shareholders for director nominees should be forwarded to the Secretary of the Company, who will relay such information to the Committee Chair. The recommendations should identify the proposed nominee by name, should describe every arrangement or understanding with such person, should describe how the nominee would contribute to the variety of perspectives, professional experience, education, skills or other individual qualities and attributes of Sensient’s Board and should provide at least the questionnaire, nominee affirmations and other materials specified in the Bylaws, including the detailed information about the nominee that is required by SEC rules for the solicitation of proxies for election of directors. Shareholders should look to the information required pursuant to the Company’s Bylaws for shareholder nominations and to the information included in this proxy statement regarding directors and nominees as a guide to the information required. Shareholders also have the right to directly nominate a person for election as a director so long as the advance notice, nominee affirmations and informational requirements contained in the Bylaws and applicable law are satisfied. All nominees must affirm that they have truthfully completed a directors’ and officers’ questionnaire; that they meet the Company’s Director Selection Criteria; that they are not an employee, director or affiliate of a competitor; that they will protect confidential information and serve the interests of Sensient and its shareholders collectively; and that they will comply with applicable law and Sensient’s Code of Conduct and other policies and guidelines. See “Future Shareholder Proposals and Nominations” below.

Scientific Advisory Committee
 

Dr. Landry is the Samuel Bard Professor and Chair of the Department of Medicine at Columbia University’s College of Physicians and Surgeons. He also serves as its Director of the Division of Experimental Therapeutics and Physician-in-Chief for the Medical Service at New York Presbyterian Hospital/Columbia Medical Center. Dr. Landry has been a member of the faculty of Columbia University since 1985. At Columbia, Dr. Landry developed the first artificial enzyme to degrade cocaine and his report in Science was voted one of top 25 papers in the world for 1993 by the American Chemical Society. His discovery that vasopressin can be used to treat vasodilatory shock fundamentally changed intensive care medicine. He also pioneered an embryo-sparing approach to the generation of human embryonic stem cells.

Dr. Landry has been a director of Tonix Pharmaceuticals Holding Corp. (NASDAQ: TNXP) since October 2011. Between June 2007 and October 2011, Dr. Landry served as a founding director of Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp. Tonix Pharmaceuticals is a publicly traded company that develops next-generation medicines for common disorders of the central nervous system, including fibromyalgia, post-traumatic stress disorder, and episodic tension-type headache.

Dr. Landry was co-founder and has been a member of L&L Technologies LLC since 1996. L&L Technologies LLC was formed to develop medications for central nervous system conditions. Dr. Landry was also a co-founder of Vela Pharmaceuticals, which developed several drugs for central nervous system disorders, including very low dose (VLD) cyclobenzaprine for fibromyalgia syndrome.

Dr. Landry established his laboratory at Columbia University in 1991 to investigate medical applications of artificial enzymes. In 1998, he founded the Division of Experimental Therapeutics. The Division focuses on novel therapeutics for intractable problems such as cocaine addiction, nerve gas intoxication, and vasodilatory shock. Dr. Landry is a leader in the ethical development of embryonic stem cells and served as a member of the President’s Council on Bioethics during the George W. Bush administration. In 2008, Dr. Landry was awarded the Presidential Citizens Medal, the nation’s second-highest civilian award. In 2016, Dr. Landry was elected to the National Academy of Inventors.

Dr. Landry graduated from Lafayette College, completed his Ph.D. in organic chemistry under Nobel laureate R.B. Woodward at Harvard University in 1979, and then obtained his M.D. degree from Columbia University’s College of Physicians and Surgeons in 1983. After residency in Internal Medicine at the Massachusetts General Hospital, he returned to Columbia University as a National Institutes of Health (NIH) Physician-Scientist from 1985 to 1990. Dr. Landry has published 114 peer-reviewed articles, authored 31 review articles or book chapters, and holds 36 patents as inventor or co-inventor.

For the following reasons, the Board concluded that Dr. Landry should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Landry is an expert in the medical and pharmaceutical fields and has unique experiences in the formation, operation, and public registration of a start-up pharmaceutical company. Dr. Landry’s experience as director of a public corporation, his experience in commercialization of new products and in research and development, his strong technical acumen in the pharmaceutical industry and other fields related to our business, and his academic background, allow him to add a unique skill set and perspective to the Board.
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Paul Manning
Age 43
Director Since 2012
Executive Committee (Chairman)
Finance Committee
Scientific Advisory Committee of the Board, which currently consists of Drs. Carleone, Clydesdale (Chairman) and Wedral, Messrs. Cichurski, Croft, Kenneth Manning, and Paul Manning and Mses. McKeithan-Gebhardt and Whitelaw, met twice during 2014.

Among other functions, this Committee:

reviews the Company’s research and development programs with respect to the quality and scope of work undertaken;

Mr. Paul Manning has been Sensient’s Chairman, President and Chief Executive Officer since April 21, 2016. He joined the Company in 2009 as General Manager, Food Colors North America, and became President of the Color Group in 2010. He became President and Chief Operating Officer of the Company in October 2012, and President and Chief Executive Officer in February 2014. Before joining the Company, he worked for Danaher Corporation as Mergers and Acquisitions Integration Manager of the Fluke Division and he held various supply chain and project manager positions with McMaster-Carr Supply Company. He holds a B.S. degree in Chemistry from Stanford University and an MBA from Northwestern University. He attended Stanford University on a Naval ROTC scholarship and served in the U.S. Navy as a Surface Warfare Officer for four years.

During his four years of working within and then running the Color Group, Mr. Manning gained a thorough understanding of both the opportunities and the challenges facing the Company’s Color businesses and made critical contributions to its improved performance. As the Company’s President and Chief Operating Officer, his management skills and experience allowed him to make similar contributions in the Company’s other businesses, including his critical role in the relocation of the Flavors & Fragrances Group headquarters from Indianapolis to the Chicago area on time and on budget. In his current position as the Company’s Chairman, President and Chief Executive Officer, he has been responsible for the continued success of the Company, including its strong profits and sales, the reorganization and restructuring of the Flavors & Fragrances Group, upgrading of sales force and general manager talent, leading the Board of Directors, and articulating and executing the Company’s strategy.

For the following reasons, the Board concluded that Mr. Manning should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. As Sensient’s Chairman, President and Chief Executive Officer, Mr. Manning brings the Board unique insights that are critical to Sensient’s long-term strategic planning. His extraordinarily detailed knowledge of the Company’s operations enables him to keep the Board well informed regarding the Company’s performance and opportunities. Mr. Manning’s strong background in chemistry allows him to direct product and technology research and development efforts and to be a valuable member of the Scientific Advisory Committee. Mr. Manning’s prior experience in mergers and acquisitions and supply chain management is valuable to the Board because these areas are of particular importance for the Company’s growth and profitability.
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advises the Company on maintaining product leadership through technological innovation; and

reports on new technological trends and regulatory developments that would significantly affect the Company and suggests possible new emphases with respect to its research programs and new business opportunities.
Deborah McKeithan-Gebhardt

Age 59
Committee Charters, Code of Conduct and Other Governance DocumentsDirector Since 2014

Finance Committee
The Charters for the Audit, Compensation and Development, and Nominating and Corporate Governance Committees of the Company’s Board are included in the Company’s BylawsCommittee
Scientific Advisory Committee

Ms. McKeithan-Gebhardt is President and Chief Operating Officer of Tamarack Petroleum Company, Inc. (since 2009), and also serves as Chief Executive Officer of Tamarack River Resources, LLC (since 2009). She previously served as Vice President and General Counsel of Tamarack Petroleum Company, Inc. (from 1991 to 2009). Tamarack Petroleum Company, Inc. is a private company engaged in oil and gas exploration. Tamarack River Resources, LLC is a Delaware limited liability company of which Tamarack Petroleum Company, Inc., is the majority member. Ms. McKeithan-Gebhardt has been with Tamarack Petroleum since 1991. Prior to joining Tamarack Petroleum, she was an attorney in private practice.

As President and Chief Operating Officer, and previously as Vice President and General Counsel of Tamarack Petroleum Company, Inc., Ms. McKeithan-Gebhardt has primary responsibility for, and extensive experience in, a range of strategic and operational matters, including human resources, compensation and employee benefits, financial management and reporting, regulatory and compliance, legal affairs, and risk management.

Ms. McKeithan-Gebhardt earned a bachelor of arts degree in Business Administration from Cardinal Stritch University in 1980 and a Juris Doctor degree, summa cum laude, from Marquette University Law School in 1987. Ms. McKeithan-Gebhardt currently serves as a member of the Marquette University Law School Advisory Board.

For the following reasons, the Board concluded that Ms. McKeithan-Gebhardt should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. McKeithan-Gebhardt’s extensive experience, including experience as a Chief Executive Officer and in other executive management roles and experience in regulatory, legal, risk management, and related matters, provides Sensient with a broad perspective in addressing operational and strategic issues. Ms. McKeithan-Gebhardt’s background as an attorney and a senior executive are particularly valuable and allow her to make valuable contributions to the Board’s oversight of complex legal, risk management, regulatory, and compliance matters.
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Scott C. Morrison
Age 55
Director Since 2016
Audit Committee
Finance Committee (Chairman)
Scientific Advisory Committee

Mr. Morrison is Senior Vice President and Chief Financial Officer of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers. He previously served as Vice President and Treasurer of Ball Corporation. Prior to joining Ball Corporation, Mr. Morrison held senior corporate banking roles at Bank One, First Chicago, and NBD Bank, Detroit.

Mr. Morrison is an Executive Committee Member of the Board for the National Association of Manufacturers and Community Chairman of the Denver Chapter of the Kelley School of Business Indiana University. He previously served as Chairman of the National Association of Corporate Treasurers and as an expert testimony witness to the U.S. House of Representatives Agricultural Committee on Dodd-Frank legislation. Mr. Morrison has been recognized as CFO of the Year by CFO Magazine and Institutional Investor.

Mr. Morrison received his Bachelor’s Degree (1984) in Finance from Indiana University and his M.B.A. (1988) from Wayne State University.

For the following reasons, the Board concluded that Mr. Morrison should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Mr. Morrison has a wealth of valuable leadership experience and financial expertise, gained through currently serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles. Mr. Morrison’s background includes significant experience in mergers and acquisitions and post-merger integration including Ball Corporation’s $6.1 billion acquisition and integration of Rexam PLC, a metal beverage packaging manufacturer. Mr. Morrison’s experience, expertise, and background allow him to make valuable contributions to the Board and the Company regarding a wide range of matters, including capital allocation, financial reporting, international, and compliance matters.
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Dr. Elaine R. Wedral
Age 74
Director Since 2006
Compensation and are available on the Company’s website (www.sensient.com). The Company is strongly committed to the highest standards of ethical conduct. On July 24, 2014, the Board approved certain amendments to the Company’s Code of Conduct for its officers, directorsDevelopment Committee
Executive Committee
Finance Committee
Scientific Advisory Committee (Chairman)

Dr. Wedral has served as President of the International Life Sciences Institute-North America, a nonprofit organization based in Washington, D.C., that provides a forum for academic, government, and industry scientists to identify important nutrition and food safety issues and works toward solutions for the benefit of the general public. From 2003 to 2014, Dr. Wedral was also a director of Balchem Corporation (where she served as chair of the governance and nominating committee and a member of the compensation committee), which is engaged in the development, manufacture, and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, and medical sterilization industries. Dr. Wedral also serves on the editorial board of Food Processing magazine, serves on the board of the Women’s Global Health Institute at Purdue University, and continues to work with several industry groups and universities on food science issues in an advisory capacity. Dr. Wedral served as Lead Director from 2014 to 2017 and works closely with management on the Company’s Chemical Risk Reduction Strategy.

Dr. Wedral holds a B.S. degree in Biochemistry from Purdue University, an M.S. degree in Food Microbiology from Cornell University, and a Ph.D. in Food Biochemistry from Cornell University. From 1972 to 2006, Dr. Wedral served in various capacities with the Nestle Company, including as President of Nestle R&D Center, Inc., and director of Nestle R&D Food Service Systems Worldwide from 2000 to 2006 and as President of all Nestle U.S. R&D Centers from 1988 to 1999. During her tenure with Nestle, Dr. Wedral developed the strategy and accompanying R&D program for its foodservice systems. Among other things, she was responsible for the reorganization and supervision of Nestle’s existing R&D facilities in North America, with over 700 personnel, and the development, construction, and management of a new state-of-the-art pet food and nutrition facility; a new beverage, confection, and ice cream facility; and renovation of a consolidated food and nutrition laboratory, each combining an emphasis on proprietary innovation with production efficiencies and commercialization opportunities.

Dr. Wedral holds over 38 U.S. and European patents in food science, chemistry, and food service systems to deliver foods and beverages, most related to food flavors and colors and food fortifications (e.g., adding bioavailable iron to fortify a product without discoloring it). Dr. Wedral’s work often helped create new product categories (e.g., shelf-stable liquid coffee creamers and refrigerated pizzas) while emphasizing food safety and quality. Dr. Wedral also has experience and expertise in helping to commercialize food and beverage products and delivery systems designed for local tastes and preferences around the world.

For the following reasons, the Board concluded that Dr. Wedral should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Dr. Wedral combines food science expertise with substantial business and personnel management and leadership experience in developing innovative and commercially successful food and beverage products. Dr. Wedral has experience in successfully building and consolidating food and beverage research facilities within budget and managing and motivating large staffs of research scientists and engineers to work collaboratively and efficiently to serve customer needs, all while emphasizing the development of proprietary products and systems that meet the highest standards of food quality and safety. These experiences and technical expertise allow Dr. Wedral to make valuable contributions to Sensient’s Board and Board committees, including the Compensation and Development Committee, Executive Committee, Finance Committee, and Scientific Advisory Committee.
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Essie Whitelaw
Age 69
Director Since 1993
Audit Committee
Compensation and U.S. employees, Standards of Conduct for its international employees, Code of Ethics for Senior Financial OfficersDevelopment Committee
Nominating and Procedures for Reporting Complaints or Concerns Regarding Accounting, Auditing and Other Compliance Matters, which included combining the existing Code of Conduct, Standards of Conduct, Code of Ethics for Senior Financial Officers and Procedures for Reporting Complaints or Concerns Regarding Accounting, Auditing and Other Compliance Matters into a single, comprehensive Code of Conduct for all Company officers, directors and employees. The Company’s Code of Conduct is also posted on the Company’s website. If there are any amendments to the Code of Conduct, the Corporate Governance Guidelines or the Stock Ownership Guidelines, or if waivers from any of them are granted for executive officers or directors, those amendments or waivers also will be posted on the Company’s website.Committee
Scientific Advisory Committee
 
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Board Leadership Structure; Executive Sessions of Non-Management and Independent Directors; Separation of Chief Executive Officer and Chairman of the Board Roles

Ms. Whitelaw served as Senior Vice President of Operations of Wisconsin Physician Services, a provider of health insurance and benefit plan administration, from 2001 until her retirement in 2010, where she was responsible for managing over 430 employees. Prior to that, Ms. Whitelaw served over 15 years in various executive positions, including as President and Chief Operating Officer (1992 to 1997) and Vice President of National Business Development, at Blue Cross Blue Shield of Wisconsin, a comprehensive health and dental insurer. Among other things, while at Blue Cross Blue Shield, Ms. Whitelaw was responsible for managing insurance risk underwriting activities, regulatory compliance, and the development and implementation of appropriate sales incentive programs. Prior to its merger into another public utility in 2000, Ms. Whitelaw served on the board and on the audit, nominating, and retirement plan investment committees of WICOR Corporation, a Wisconsin energy utility. Ms. Whitelaw has served as a director of Network Health since 2016. Network Health is a Wisconsin based health insurer.

Ms. Whitelaw is very active in the local Milwaukee area community. She currently serves as a director on the boards of the Wisconsin Lutheran High School Foundation, Inc. and the Wisconsin Women’s Health Foundation, a non-profit organization dedicated to improving the health and lives of women and their families, through education, outreach programs, and partnerships. Ms. Whitelaw’s prior board service includes the Milwaukee Public Museum, Goodwill Industries, United Way of Greater Milwaukee, Blue Cross Blue Shield Foundation, Metropolitan Milwaukee Association of Commerce, Greater Milwaukee Committee, and Bradley Center Sports and Entertainment Corp.

For the following reasons, the Board concluded that Ms. Whitelaw should serve as a director of Sensient, in light of its business and structure, at the time it files this proxy statement. Ms. Whitelaw has significant regulatory compliance and human resources experience, including developing and implementing compensation policies and designing incentive programs for sales and customer service employees to achieve business objectives while managing risk. Ms. Whitelaw’s experiences with regulatory compliance, risk management, and human resources allow her to make valuable contributions to Sensient’s Board and Board committees, including the Audit, Compensation and Development, and Nominating and Corporate Governance Committees.
Except as noted, all nominees have held their current positions or otherwise have served in their respective positions with the listed organizations for more than five years. No director or nominee for director had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary since the beginning of 2017, nor does any director or nominee have any material interest, direct or indirect, in any such proposed transaction. Mr. Paul Manning (Chairman, President and Chief Executive Officer) and Mr. John J. Manning (Vice President, General Counsel and Secretary) are brothers. See “Transactions with Related Persons” below. The Board has determined that all members of the Board, except Mr. Paul Manning, are independent under the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). See “Corporate Governance - Director Independence” below.
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Corporate Governance

The Board’s leadership structure is driven by the needs of the Company at any point in time and has varied over time. The Company does not have a policy requiring a combination or separation of the Chief Executive Officer and Chairman of the Board roles and the Company’s governing documents do not mandate a particular structure. This allows the Board the flexibility to establish the most appropriate structure for the Company at any given time. The Board has determined that the Company and its shareholders are currently best served by having a separation of the Chief Executive Officer and Chairman of the Board roles.

Mr. Kenneth Manning was an officer and has been a director of the Company for over 26 years. He is Sensient’s Chairman of the Board (since 1997). He retired from his position as Chief Executive Officer of the Company on February 1, 2014. Mr. Kenneth Manning was also President until October 18, 2012. The Board has great confidence in his continued leadership as Chairman of the Board. Mr. Kenneth Manning’s employment agreement with the Company (which expired by its terms on February 1, 2014) expressed his and the Company’s intention that he will continue as a non-employee Chairman of the Board through December 31, 2015 to assist both the Board and management during the transition to new leadership. As a result of his retirement as Chief Executive Officer, the roles of Chief Executive Officer and Chairman of the Board are now separated.

On March 12, 2014, the Board created the position of Lead Director to facilitate the administration of Board functions and enhance corporate governance practices. The Board elects a Lead Director from among the independent directors. Our current Lead Director is Dr. Wedral. The duties of our Lead Director are to:

preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent and non-management directors;

serve as the principal liaison between the Chairman and the independent directors;

review all information sent to the Board, including the quality, quantity, appropriateness and timeliness of such information;

approve meeting agendas for the Board;

approve the frequency of Board meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items; and

obtain advice and counsel from the General Counsel, to the extent requested by the Lead Director and where appropriate, related to fulfilling the Lead Director’s duties.

The Company’s non-management directors meet at regularly scheduled executive sessions without management not less frequently than three times per year. The independent directors must meet in executive session at least once per year without any other directors present. In 2014, all of the Company’s non-management directors were also independent directors, except for Mr. Kenneth Manning. During 2014, the non-management directors held three executive sessions, including one executive session attended only by the independent directors. Dr. Wedral, as Lead Director, presided over these meetings after March 12, 2014 and, prior to such date, the responsibility for presiding at these meetings was rotated among all non-management, independent members of the Board in alphabetical order.

The separation of the Chief Executive Officer and Chairman of the Board roles, the use of executive sessions of the Board, the Board’s strong committee system and substantial majority of independent directors, allows the Board to maintain effective risk oversight and provides that independent directors oversee the Company’s financial statements, the executive compensation program, the selection and evaluation of directors and the development and implementation of our corporate governance programs.

This proxy statement describes our philosophy, policies and practices regarding corporate governance, risk management and executive compensation. Interested parties who wish to make their views or concerns known regarding these matters may communicate with management or with any non-management or independent directors or the Board as a whole in writing addressed to the attention of the Company Secretary. The Company’s Corporate Governance Guidelines provide that all communications to Board members will be relayed by the Company Secretary to the appropriate Board members unless the content is obviously inappropriate for Board review.
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Board Role in Risk Oversight

As noted above, SensientThe Board is convinced that long-term,responsible for exercising the corporate powers of the Company and overseeing the management of the business and affairs of the Company, including management’s establishment and implementation of key strategic priorities and initiatives. Long-term, sustainable value creation and preservation are possible only through the prudent assumption and management of both risks and potential rewards, and Sensient’s Board as a whole takes a leading role in establishingoverseeing the Company’s overall risk tolerances as a part of the strategic planning process and in overseeing the Company’s management of strategic risks. The Board has delegated to the Audit Committee primary responsibility for overseeing the executives’management’s risk assessments and implementation of appropriate risk management policies and guidelines, generally, including those related to financial reporting and regulatory compliance, provided that itcompliance. It has delegated to the Compensation and Development Committee primary oversight responsibility to ensure that compensation programs and practices do not encourage unreasonableunnecessary or excessive risk-taking and that any risks are subject to appropriate controls. The BoardIt has delegated to the Nominating and Corporate Governance Committee primary oversight responsibility to ensure that the Company’s governance standards establish effective systems for monitoring and accountability. It has delegated to the Finance Committee primary oversight responsibility with respect to each of Sensient’s capital structure itsand the types and amounts of insurance and itswith respect to foreign currency management.

Additionally, the entire Board, along with four non-director members who are recognized food science or food safety experts, participates in the Scientific Advisory Committee, which monitors and reviews new product development programs, industry trends, and technical and regulatory issues related to Sensient’s product lines. The Board and these committees receive periodic reports on these matters from management and the Company personnel in charge of the related risk management activities. Furthermore, the Board has direct access to all elected officers of the Company and routinely receives presentations from Group Presidents, General Managers of the various business units, technical leaders, and product safety leaders.

Since 2013, the Board has updated and implemented a number of robust policies and compliance programs to address various areas of legal and regulatory risks, including the following:

Corporate Code of Conduct (available in all languages used within the Company), which includes:
Antitrust Compliance Manual
Anti-Bribery Policy
Company Confidential Information Policy
Insider Trading Policy
Supplier Code of Conduct
Corporate Responsibility Report

We have also implemented and formalized internal policies and compliance programs with respect to various regulatory matters, such as securities compliance and export compliance.

In addition to providing annual Company-wide training on the Code of Conduct, the Board has ensured that targeted training on each of the other compliance programs is conducted for all appropriate employees. The Code includes, among many other rules, strict integrity, professionalism, safety, and personnel policies to prevent harassment and other EEO issues as well as strong and routinely publicized violation reporting protocols. Additionally, the Audit Committee receives a quarterly update from the General Counsel on all reported Code of Conduct violations, which includes a summary of every investigation conducted of an alleged Code violation and the disposition of each investigation. Code of Conduct violations and dispositions are also reviewed with employees during business units’ quarterly town hall meetings, and the CEO publishes an internal blog to all employees detailing violations.
The Board oversees a robust program related to Product Safety, including the following elements:
All potential product safety issues are reported immediately to the CEO, and the Company’s head of product safety and quality is a direct report of the CEO.
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The Company has established guidelines for Good Manufacturing Practices (GMP) and Hazard Analysis and Critical Control Points (HACCP), and conducts comprehensive product safety audits, including GMP/HAACP audits, at all of its food ingredient manufacturing facilities since 1999.

Comprehensive and robust raw material approval processes are in place to ensure product safety.

Raw materials and finished goods are analyzed for compliance with specifications prior to use and shipment, respectively.

The Company also conducts key vendor quality assurance inspections directly or by third-party accredited auditing organizations.

The Company develops and implements corrective action plans for all internal, customer, and third-party audit deficiencies.

The Company monitors industry violations and shares details of such violations with its customers.

The Board oversees the Company’s Cybersecurity Program, including the following elements:

The Board has defined high risk cybersecurity areas for the Company and implemented comprehensive programs to address these risks.
Management reports at least twice annually to the Board of Directors on cybersecurity progress and effectiveness.

The Company has formed an executive level steering committee (including the CEO, CFO, Group Presidents, General Counsel, and Director of IT) that provides oversight and meets monthly.

The Company has implemented an annual employee training program, quarterly cyber executive incident response simulations, and regular cyber penetration testing.

The Company has made significant investments in its technical capabilities in all areas of security.

The Board, through the Audit Committee, oversees a number of activities undertaken by management to monitor financial reporting risks and internal control.  Those activities include regular audits of significant business units by the Company’s Internal Audit Department, annual audit and quarterly reviews by Ernst & Young LLP, annual internal control audit by Ernst & Young LLP, and, when needed, special investigations directed by the Director of Internal Audit and General Counsel of any unusual or irregular activities.

The Board also oversees other Company programs in order to monitor and limit legal and regulatory risks, including:
Chemical Risk Reduction Strategy, led by the CEO and Dr. Wedral, which includes improved product warnings and enhanced safety protocols as well as risk identification and product elimination;

A robust Environmental, Health and Safety (EHS) program that is managed within the Legal Department;

Regular EHS audits at every manufacturing facility by an outside consulting firm;

In house compliance attorney who is continually engaged with the business units on FDA, EPA, and OSHA regulatory matters;

Legal Department review of all contracts; and

Legal Department review (supplemented by outside review by domestic and foreign outside counsel when necessary) of all employee terminations to ensure legal compliance and minimize litigation risks.

Board Meetings and Meeting Attendance

The Company’s Corporate Governance Guidelines provide that all directors are expected to regularly attend meetings of the Board and the committees of which they are members and to attend the Annual Meeting of Shareholders. All Board members attended the 2017 Annual Meeting of Shareholders. The Board met six times during 2017. Each director attended 100% of the meetings of the Board and the Board Committees on which he or she served that were held during 2017.
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Committees of the Board

Executive Committee
The Executive Committee of the Board met twice during 2017. In 2017, Messrs. Brown and Paul Manning (Chairman) and Drs. Clydesdale and Wedral served on the Executive Committee. For 2018, Mr. Cichurski replaced Dr. Clydesdale, who will not be standing for re-election in 2018. This Committee, which currently consists of Messrs. Brown, Cichurski, and Paul Manning (Chairman), and Dr. Wedral, has the power and authority of the Board in directing the management of the business and affairs of the Company in the intervals between Board meetings, except to the extent limited by law, and reports its actions at regular meetings of the Board.

Audit Committee
The Audit Committee of the Board met nine times during 2017.  In 2017, Messrs. Brown (Chairman) and Cichurski and Drs. Carleone, Clydesdale, and Landry served on the Audit Committee. For 2018, Mr. Cichurski replaced Mr. Brown as Chairman of the Committee.  Mr. Brown remains as a member of the Committee.  Also, for 2018, Dr. Clydesdale, who will not be standing for re-election in 2018, and Dr. Landry, who was appointed Chairman of the Nominating and Corporate Governance Committee, left the Audit Committee and were replaced by Mr. Morrison and Ms. Whitelaw.

Messrs. Brown, Cichurski (Chairman), and Morrison, Dr. Carleone, and Ms. Whitelaw are the current members of the Audit Committee. The Board has determined that Dr. Carleone and Messrs. Brown, Cichurski, and Morrison are Audit Committee financial experts in accordance with SEC rules. All members of the Audit Committee meet the independence and experience requirements of the New York Stock Exchange and the SEC applicable to directors generally, and to members of audit committees specifically. None of them serves on the audit committee of any other public company.

This Committee, among other things:

has sole responsibility to appoint, terminate, compensate, and oversee the independent auditors of the Company and to approve any audit and permitted non-audit work by the independent auditors;

reviews the adequacy and appropriateness of the Company’s internal control structure and recommends improvements thereto, including management’s assessment of internal controls and the internal audit function and risk management activities generally;

reviews with the independent auditors their reports on the consolidated financial statements of the Company and the adequacy of the financial reporting process, including the selection of accounting policies;

reviews and discusses with management the Company’s practices regarding earnings press releases and the provision of financial information and earnings guidance to analysts and ratings agencies;

obtains and reviews an annual report of the independent auditor covering the independent auditor’s independence, quality control, and any inquiry or investigation of the independent auditors by governmental or professional authorities within the past five years;

sets hiring policies for employees or former employees of the independent auditor;

establishes procedures for receipt of complaints about accounting, internal accounting controls, auditing, and other compliance matters;

reviews and oversees management’s risk assessment and risk management policies and guidelines generally, including those related to financial reporting and regulatory compliance; and
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reviews the adequacy and appropriateness of the various policies of the Company dealing with the principles governing performance of corporate activities. These policies, which are set forth in the Company’s Code of Conduct, include antitrust compliance, conflicts of interest, anti-bribery, and business ethics.

The Board has adopted a written charter for the Audit Committee, which is included in the Company’s Bylaws and posted on its website. The Audit Committee reviews and reassesses the adequacy of this charter at least annually.

Compensation and Development Committee
The Compensation and Development Committee of the Board met four times during 2017. In 2017, the Committee consisted of Mr. Cichurski, Drs. Carleone (Chairman), Clydesdale, and Wedral, and Ms. Whitelaw. In 2018, Drs. Ferruzzi and Landry replaced Mr. Cichurski and Dr. Clydesdale on the Committee.

The current members of the Committee are Drs. Carleone (Chairman), Ferruzzi, Landry, and Wedral, and Ms. Whitelaw. Each member of the Committee has been determined by the Board to satisfy the independence requirements of the New York Stock Exchange and the SEC applicable to directors generally and to members of compensation committees.

Among the Committee’s responsibilities are:

to review and approve all compensation plans and programs (philosophy and guidelines) of the Company and, in consultation with senior management and taking into consideration recent shareholder advisory votes and any other shareholder communications regarding executive compensation, oversee the development and implementation of the Company’s compensation program, including salary structure, base salary, short- and long-term incentive compensation (including the relationships between incentive compensation and risk-taking), and nonqualified benefit plans and programs, including fringe benefit programs;

to review and discuss with management the policies and practices of the Company and its subsidiaries for compensating their employees, including non-executive officers and employees, to ensure those policies do not encourage unnecessary or excessive risk-taking and that any risks are subject to appropriate controls;

to review and make recommendations to the Board with respect to all compensation arrangements and changes in the compensation of the officers appointed by the Board, including, without limitation (i) base salary; (ii) short- and long-term incentive compensation plans and equity-based plans (including overseeing the administration of these plans and discharging any responsibilities imposed on the Committee by any of these plans); (iii) employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when, and if appropriate; and (iv) any special or supplemental benefits; and

at least annually, to review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives, report the results of the evaluation to the Board, and set the Chief Executive Officer’s compensation level based on this evaluation.

Sensient designs its overall compensation programs and practices, including incentive compensation for both executives and non-executive employees, in a manner intended to support its strategic priorities and initiatives to enhance long-term sustainable value without encouraging unnecessary or excessive risk-taking. At the same time, the Company recognizes that its goals cannot be fully achieved while avoiding all risk. The Committee and management periodically review Sensient’s compensation programs and practices in the context of its risk profile, together with its other risk mitigation and risk management programs, to ensure that these programs and practices work together for the long-term benefit of the Company and its shareholders. Based on its recently completed review of Sensient’s compensation programs, the Committee and management concluded that Sensient’s incentive compensation policies for both executive and non-executive employees have not had a material adverse effect on Sensient in the recent past and are not likely to have a material adverse effect in the future. See “Compensation Discussion and Analysis” for an analysis of material compensation policies and procedures with respect to the Company’s named executive officers and “Compensation and Development Committee Report” for the Committee’s 2017 report on compensation matters.
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Compensation and Development Committee Interlocks and Insider Participation

During the year ended December 31, 2017, the Compensation and Development Committee was composed of Mr. Cichurski, Drs. Carleone (Chairman), Clydesdale, and Wedral, and Ms. Whitelaw. None of these persons has at any time been an officer or employee of the Company or any of our subsidiaries. In addition, no member of the Compensation and Development Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K adopted by the SEC. During the year ended December 31, 2017, none of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board of Directors or Compensation and Development Committee of the Company.

Finance Committee
The Finance Committee of the Board met three times during 2017. In 2017, the Committee consisted of Messrs. Cichurski (Chairman), Brown, Manning, and Morrison, Ms. McKeithan-Gebhardt, and Dr. Wedral. In 2018, Mr. Morrison replaced Mr. Cichurski as Chairman and Mr. Brown stopped serving on the Committee.

This Committee currently consists of Messrs. Cichurski, Manning, and Morrison (Chairman), Ms. McKeithan-Gebhardt, and Dr. Wedral. Among other things, this Committee reviews and monitors the Company’s financial planning and structure to ensure conformity with the Company’s requirements for growth and fiscally sound operation, and also reviews and approves:

the Company’s annual capital budget, long-term financing plans, borrowings, notes and credit facilities, investments, and commercial and investment banking relationships;

existing insurance programs, foreign currency management, and the stock repurchase program;

the financial management and administrative operation of the Company’s qualified and nonqualified benefit plans; and

such other matters as may from time to time be delegated to the Committee by the Board or as provided in the Bylaws.

Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board met twice during 2017. In 2017, the Committee consisted of Mr. Brown, Drs. Clydesdale and Ferruzzi, and Mses. McKeithan-Gebhardt and Whitelaw (Chairman). In 2018, Dr. Landry replaced Dr. Clydesdale on the Committee and replaced Ms. Whitelaw as Chairman.

This Committee currently consists of Mr. Brown, Drs. Landry (Chairman) and Ferruzzi, and Mses. McKeithan-Gebhardt and Whitelaw. Each member of the Committee satisfies the independence requirements of the New York Stock Exchange and the SEC applicable to directors generally.

Among other functions, this Committee:

studies and makes recommendations concerning the composition of the Board and its committee structure, including the Company’s Director Selection Criteria, and reviews the compensation of Board and Committee members;

recommends persons to be nominated by the Board for election as directors of the Company and to serve as proxies at the Annual Meeting of Shareholders;

engages with shareholders regarding potential nominees and other governance issues;

considers any nominees recommended by shareholders;

assists the Board in its determination of the independence of each director;

develops corporate governance guidelines for the Company and reassesses these guidelines annually; and
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oversees the system of corporate governance and the evaluation of the Board and management from a corporate governance standpoint.

The Committee identifies, interviews, and recommends candidates it determines are qualified and suitable to serve as a director. Recommendations for Board candidates may be made to the Committee by the Company’s Chief Executive Officer, other current Board members, and Company shareholders. Once appropriate candidates are identified, the Committee evaluates their qualifications to determine which candidate best meets the Company’s Director Selection Criteria, without regard to the source of the recommendation. In accordance with the Director Selection Criteria, the Committee seeks a variety of perspectives, professional experience, education, skills, and other individual qualities and attributes. A copy of the Company’s Director Selection Criteria is attached as Appendix A to this proxy statement. The Committee then interviews the candidate before making a recommendation to the Board.

Recommendations by shareholders for director nominees may be sent to the Secretary of the Company, who will relay such information to the Committee Chairman. The recommendations should identify the proposed nominee by name; should describe any arrangement or understanding between such person and the nominating shareholder with respect to the nomination, potential service as a director, or the Company’s securities; should describe how the nominee would contribute to the variety of perspectives, professional experience, education, skills, or other individual qualities and attributes sought by Sensient’s Board; and should provide the questionnaire, nominee affirmations, and other materials specified in the Bylaws, including the detailed information about the nominee required by SEC rules for the solicitation of proxies for election of directors. Shareholders should look to the information required under the Company’s Bylaws for shareholder nominations and to the information included in this proxy statement regarding directors and nominees as a guide.

Shareholders also have the right to directly nominate a person for election as a director so long as the advance notice, nominee affirmations, and informational requirements contained in the Bylaws and applicable law are satisfied. All nominees must affirm that they have truthfully completed a directors’ and officers’ questionnaire; that they meet the Company’s Director Selection Criteria; that they are not an employee, director, or affiliate of a competitor; that they will protect confidential information and serve the interests of Sensient and its shareholders collectively; and that they will comply with applicable law and Sensient’s Code of Conduct and other policies and guidelines. See “Future Shareholder Proposals and Nominations” below.

Scientific Advisory Committee
The Scientific Advisory Committee of the Board met twice during 2017. This Committee currently consists of Drs. Carleone, Clydesdale, Ferruzzi, Landry, and Wedral (Chairman), Messrs. Brown, Cichurski, Manning, and Morrison, and Mses. McKeithan-Gebhardt and Whitelaw, and additional members that are not directors or officers of the Company. These additional members are Dr. Eric Decker, Professor and Head of the Department of Food Science at the University of Massachusetts, Amherst; Dr. Joseph Hotchkiss, Senior Consultant, Packaging Scitech Associates; Dr. Monica Guisti, Professor in the Department of Food Science & Technology at the Ohio State University; and Carol Kellar, Principal at Kellar & Associates, LLC.

Among other functions, this Committee:

reviews the Company’s research and development programs with respect to the quality and scope of work undertaken;

advises the Company on maintaining product leadership through technological innovation;

reports on new technological trends and regulatory developments that would significantly affect the Company and suggests possible new emphases with respect to its research programs and new business opportunities; and

works directly with management on key innovation and product safety related projects.

Committee Charters, Code of Conduct, and Other Governance Documents

The Charters for the Audit, Compensation and Development, and Nominating and Corporate Governance Committees of the Company’s Board are included in the Company’s Bylaws and are available on the Company’s website (www.sensient.com). The Company is strongly committed to the highest standards of ethical conduct, and its Code of Conduct for all Company officers, directors, and employees (which incorporates its former standalone Code of Ethics for Senior Financial Officers and Procedures for Reporting Complaints or Concerns Regarding Accounting, Auditing and Other Compliance Matters) is also posted on the Company’s website. If there are any amendments to the Code of Conduct, or if waivers from it are granted for executive officers or directors, those amendments or waivers also will be posted on the Company’s website.
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Board Leadership Structure; Executive Sessions of Independent Directors; Combination of Chief Executive Officer and Chairman of the Board Roles

The Board’s leadership structure is driven by the needs of the Company at any point in time and has varied over time. The Company does not have a policy requiring a combination or separation of the Chief Executive Officer and Chairman of the Board roles and the Company’s governing documents do not mandate a particular structure. This allows the Board the flexibility to establish the most appropriate structure for the Company at any given time. The roles of Chief Executive Officer and Chairman of the Board are now combined.

In 2014, the Board created the position of Lead Director to facilitate the administration of Board functions and to enhance corporate governance practices. The Board elects a Lead Director from among the independent directors. Our current Lead Director is Mr. Brown. The duties of our Lead Director are to:

  •  preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent and non-management directors;

  •  serve as the principal liaison between the Chairman and the independent directors;

  •  review all information sent to the Board, including the quality, quantity, appropriateness, and timeliness of such information;

  •  approve meeting agendas for the Board;

  •  approve the frequency of Board meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items; and

  •  obtain advice and counsel from the General Counsel, to the extent requested by the Lead Director and where appropriate, related to fulfilling the Lead Director’s duties.

The Company’s independent directors meet at regularly scheduled executive sessions without management at least three times per year. During 2017, the independent directors held three executive sessions. The Lead Director presides over these meetings.

The use of executive sessions of the Board, the Board’s strong committee system, substantial majority of independent directors, and the service of our Lead Director, allow the Board to maintain effective risk oversight and provides that independent directors oversee the Company’s financial statements, the executive compensation program, the selection and evaluation of directors, and the development and implementation of our corporate governance programs.

This proxy statement describes our philosophy, policies, and practices regarding corporate governance, risk management, and executive compensation. Interested parties who wish to make their views or concerns known regarding these or other matters may communicate with management, with our Lead Director or any of our other independent directors, or with the Board as a whole in writing addressed to the attention of the Company Secretary. The Company’s Corporate Governance Guidelines provide that all communications to Board members will be relayed by the Company Secretary to the appropriate Board members unless the content is obviously inappropriate for Board review.
Director Independence

The Company’s Corporate Governance Guidelines provide guidelines for determining whether a director is independent from management. For a director to be considered independent, the Board must make an affirmative determination that the director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). The guidelines contain the following specific criteria, which reflect the currently applicable SEC and New York Stock Exchange rules, to assist the Board in determining whether a director has a material relationship with the Company. A director is not considered independent if:

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The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company.

The director has received, or has an immediate family member who has received for service as an executive officer, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other non-contingent deferred compensation for prior service).

(A) The director is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who personally works on the Company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company and any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee.

The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues.
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In addition, the guidelines state that no director shall be considered independent unless he or she shall meetmeets the requirements for independence under applicable securities laws. Members of the Audit Committee and of the Compensation and Development Committee are subject to additional independence requirements. For purposes of determining independence, the “Company” includes any parent or subsidiary in a consolidated group with the Company.

Based on these criteria, the Board has affirmatively determined that Messrs. Brown, Cichurski, Croft and Hickey,Morrison, Drs. Carleone, ClydesdaleFerruzzi, Landry, and Wedral, and Mses. McKeithan-Gebhardt and Whitelaw (who constitute all of the director nominees and current members of the Board except Mr. Kenneth Manning and Mr. Paul Manning) are independent under the applicable rules of the New York Stock Exchange and the SEC and the Company’s independence criteria. In making this determination, the Board reviewed information provided by each of the nominees to the Company. The Company has no relationships with any of the independent nominees (other than as a director and a shareholder), except that: (1) Sealed Air Corporation,.

The Board considers length of which Messrs. Browndirector tenure when evaluating director independence, but it does not believe long tenure alone presumptively renders a Board member not independent. The Board recognizes the contributions experienced directors add to the Board. The Board has determined that its long-tenured directors have superior skills and Kenneth Manning areexperience and provide tangible value to the Board and the Company. The Board has also determined that their length of tenure has allowed these directors purchased $270,809to accumulate valuable knowledge and $170,008experience based upon their history with the Company. This knowledge and experience improves the ability of the Board to provide constructive guidance and informed oversight to management. Furthermore, in colors from onethe Board’s opinion, the length of tenure of its members has not in any way impaired the willingness of any director to question and confront any issue or more unitsexercise independent and impartial oversight of the Company in 2014any area. Finally, the Board believes that it currently has an appropriate mix of long- and 2013, respectively; (2) a Sensient subsidiary purchased $307,215short-tenured members that provides an appropriate and $355,161 in packaging or industrial cleaner from Sealed Air in 2014dynamic balance.

Director Self-Evaluation, Succession Planning, and 2013, respectively,Tenure

Each director completes an annual self-evaluation for evaluating the performance of the Board and (3) Mr. Cichurski provided accounting consulting servicesits committees. As part of the annual self-evaluation process, the directors consider various topics relating to the Company from 2007 until his 2013 nominationBoard’s and each of its committee’s role, structure, composition, relationship with management, access to information and resources, process, and responsibilities, as awell as the overall mix of director in exchangeexperiences and skills. The Board and each of its committees then independently reviews and discusses the results of the annual self-evaluations and any other relevant issues related to the Board or the Company.
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The Board’s succession planning considers the results of the Board’s self-evaluation, together with other information, including the overall mix of tenure, experience, and skills of the directors, upcoming retirements of individual directors, the experience and skills that would be desirable for a consulting fee of $35,000 per annum. These amounts are immaterial in size to both Sensientfuture directors, and the other parties involved,needs of the Board and its committees at the time. Additionally, the Chairman of the Nominating and Corporate Governance Committee welcomes feedback from shareholders on Board composition as well as potential candidates.

The Board does not believe that mandatory retirement ages or arbitrary term limits are appropriate, because the Board benefits from the contributions of its experienced directors who have developed insight into the Company over the course of their service on the Board. The Company is committed to the ongoing refreshment of the Board of Directors as evidenced by the fact that six new independent directors have joined the Board since 2013 and the current average tenure for the Board determinedis less than 9 years.  As a result of these efforts, the Board believes that these relationships did not impair the independenceit currently has an appropriate mix of the applicable nominees.long- and short-tenured directors that provides an appropriate and dynamic balance.

Director Compensation and Benefits

DirectorsThe Nominating and Corporate Governance Committee determines the form and amount of director compensation, with review and approval by the Board. The objectives of our director compensation program are to fairly compensate directors for the time commitment required in fulfilling their duties and closely align director compensation with the interests of our shareholders. The Board believes that director stock awards and strong director stock ownership requirements further align the economic interests of directors and shareholders.

In December 2017, the Nominating and Corporate Governance Committee approved certain structural changes to director compensation.  These changes rebalanced the components of director compensation, but did not significantly increase average director total compensation.  Specifically, these changes included eliminating meeting fees and replacing them with committee retainers, and moving Scientific Advisory Committee fees into the Board retainer. There was no adjustment to annual Director restricted stock awards.

As of January 1, 2018, directors who are not employees of the Company are entitled to receive an annual retainer of $75,000$91,600, an annual restricted stock award in a number of shares with a value of $90,000 (same value of award made in 2017), and feesreimbursement of $1,500 for each Board and Committeeexpenses related to meeting attended ($3,000 per meeting attended in the case of the Scientific Advisory Committee) in addition to reimbursable expenses for such attendance. Each Committee chairpersonchairman receives an annual chairman retainer (ranging from $8,000 to $25,500 depending on the Committee), while Committee members receive a lower committee retainer (ranging from $2,000 to $13,500 depending on the Committee). The amounts of committee chairman and member retainers vary based upon the workloads and number of meetings for the respective committees. The Lead Director receives a $25,000 retainer for his service. The Board determined that director compensation is entitled to receive an additional $8,000 annually for serving in that capacity, except thatreasonable and meets the chairpersonobjectives of the Audit Committee is instead entitled to receive $12,000 annually for serving in that capacity, and the Lead Director is entitled to receive an additional $10,000 annually for serving in that capacity.director compensation program.

Until June 30, 2014, the Company had an unfunded retirement plan for non-employee directors who havehad completed at least one year of service with the Company as a director. The plan provides a benefit equal to the base annual retainer for directors (without including additional amounts received for services as Chairman or an advisor) in effect at the time of the director’s departure from the Board. This benefit, payable only during the lifetime of the participant, continues for a period equal to the amount of time the individual was an active, non-employee director. During the benefit period, the participant must be available to the Chairman of the Board for consultation. The Plan which was terminated effective as of June 30, 2014, provided, howeverbut that such termination did not impair the rights of currently active or past living eligible directors to receive or continue to receive the payments to which the eligible director would have been entitled through the termination date.

The Company has a Directors’ Deferred Compensation Plan available to any director who is entitled to compensation as a Board member. Under this plan, the maximum amount that is eligible to be deferred is the total ofa director may defer all fees paid to the director by reasonor a portion of his or her membership on the Board or any Committee thereof.total director pay. The plan provides that directors maywho defer all or part of their director fees and the deferral must be inreceive an equivalent amount of Common Stock. The balance ofUpon retirement, the shares accrued pursuant to this plan will be distributed either: (i) in a single distribution on January 31st of the calendar year following the year in which the director ceases to be a director, or on January 31st of any year thereafter; or (ii) in five equal consecutive annual installments commencing on January 31st of the first calendar year after the director ceases to serve as a director. In the event of death, the balance of shares in a director’s account will be distributed in a single distribution to a designated beneficiary or to the director’s estate.

The Company has a director stock plan for any director who is not an employee of the Company. For 20152018, the director stock plan provides for an annual grant of restricted shares of the Company’s common stockCommon Stock in a number of shares with a value of $90,000 on the grant date to each non-employee director on the Annual Meeting date. The shares vest in increments of one-third of the total grant on each of the first, second, and third anniversaries of the date of grant. Even after vesting, the shares are subject to Sensient’s stock ownership guidelines for non-employee directors, including a requirement that directors hold at least 75% of future awards (net of taxes and any exercise price) until separation from the Board, with limited exceptions for exercise and sale of shares from stock options expiring within one year and for sale of up to 50% of vesting restricted stock to permit payment of related taxes.
 
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As previously announced, the Company entered into a compensatory arrangement with Mr. Kenneth Manning in consideration of the duties he will perform and the additional advisory services that he will provide as Sensient’s non-employee Chairman of the Board and Advisor to the Company, which commenced on February 2, 2014. The compensatory arrangement was approved by the Board consistent with the recommendation of the Nominating and Corporate Governance Committee and a proposal prepared by Towers Watson, Sensient’s independent compensation consultant, based on a review of competitive practices with regard to compensation levels and structures for employee and non-employee chairman roles at other public companies. Mr. Kenneth Manning’s duties as non-employee Chairman of the Board and his additional advisory services include administering Board activities; providing strategic planning and support, including providing input on the global economy, preparing strategic memoranda and conducting annual strategy meetings; reviewing and advising training programs, including conducting General Manager training sessions and the annual review of training programs; continuing to act as a liaison to Wall Street analysts; advising on and participating in activities related to mergers and acquisitions; serving on the Company’s Executive Committee and Scientific Advisory Committee; chairing the Sensient Foundation; advising on industry and technical matters; and being available to the successor Chief Executive Officer as required. In consideration for his services as non-employee Chairman of the Board and Advisor to the Company, the Company will provide (in lieu of the annual retainer fee set forth above) to Mr. Kenneth Manning total direct compensation of approximately $885,000 annually, which consists of a $240,000 annual retainer and $530,000 in annual advisory fees, with the remainder being comprised of meeting fees, pension benefits and long-term incentive awards applicable to all non-employee members of the Board.
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Set forth below is a summary of the compensation paid to each non-employee director in fiscal 2014:2017:

20142017 DIRECTOR COMPENSATION TABLE

Name(1) 
Fees Earned
or Paid in
Cash
($)(2)
  
Stock Awards
($)(3)(4)(5)
  
Change in Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
  
All Other
Compensation ($)
  Total ($) 
H. Brown $123,250  $98,226  $35,000  $-  $256,476 
Dr. J. Carleone  53,356   -   2,954   -   56,310 
E. Cichurski  121,635   98,226   2,000   -   221,861 
Dr. F. M. Clydesdale  113,250   98,226   49,000   -   260,476 
J. A.D. Croft  116,250   98,226   50,000   -   264,476 
W. V. Hickey  119,250   98,226   46,000   -   263,476 
D. McKeithan-Gebhardt  53,356   -   886   -   54,242 
Dr. E. R. Wedral  114,591   98,226   32,000   -   244,817 
E. Whitelaw  108,750   98,226   48,966   -   255,942 
(1)Mr. Kenneth Manning’s compensation for service as Chairman and a director during 2014 is fully reflected in the Summary Compensation Table below and Mr. Manning’s equity awards outstanding as of the end of fiscal 2014 are fully reflected in the Outstanding Equity Awards at Fiscal Year-End (2014) table below.
Name 
Fees Earned
or Paid in
Cash
($)(1)
  
Stock Awards
($)(2)(3)(4)
  
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)
  
All Other
Compensation ($)
  Total ($) 
H. Brown $129,500  $90,080  $-  $-  $219,580 
Dr. J. Carleone  116,000   90,080   -   -   206,080 
E. Cichurski  122,000   90,080   -   -   212,080 
Dr. F. M. Clydesdale  120,500   90,080   -   -   210,580 
Dr. M. Ferruzzi  93,000   90,080   -   -   183,080 
Dr. D. W. Landry  102,000   90,080   -   -   192,080 
D. McKeithan-Gebhardt  99,000   90,080   -   -   189,080 
S. C. Morrison  96,000   90,080   -   -   186,080 
Dr. E. R. Wedral  110,000   90,080   -   -   200,080 
E. Whitelaw  107,000   90,080   -   -   197,080 

(2)(1)Includes annual retainer, meeting attendance, committee chairmanship, and lead director fees.

(3)(2)The amounts in the table reflect the grant date fair value of stock awards to the named director in 2014.2017. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over the vesting period (or until retirement age) for stock awards granted to employees and directors based on the estimated fair market value of the equity awards at the time of grant. The 20142017 restricted stock awards to directors were made on April 24, 2014.27, 2017. The grant date fair value of the 20142017 restricted stock award to each director was $54.57$83.33 per share.

(4)(3)The shares of restricted stock awarded to directors vest in increments of one-third of the total grant on each of the first, second, and third anniversaries of the date of grant.

(5)(4)Each non-employee director had the following equity awards outstanding as of the end of fiscal 2014:2017:

 Option Awards  Stock Awards  Option Awards Stock Awards 
Name 
Number of
Securities
Underlying
Unexercised
Options (#)
  
Number of
Shares of Stock
That Have Not
Vested (#)
  
Number of
Securities
Underlying
Unexercised
Options (#)
 
 
Number of
Shares of Stock
That Have Not
Vested (#)
 
H. Brown  8,000   3,500  2,000 2,403 
Dr. J. Carleone  -   -  - 2,403 
E. Cichurski  -   3,000  - 2,403 
Dr. F. M. Clydesdale  6,000   3,500  - 2,403 
J. A.D. Croft  -   3,500 
W. V. Hickey  4,000   3,500 
Dr. M. Ferruzzi - 1,969 
Dr. D. W. Landry - 1,969 
D. McKeithan-Gebhardt  -   -  - 2,403 
S. C. Morrison - 1,081 
Dr. E. R. Wedral  6,000   3,500  - 2,403 
E. Whitelaw  667   3,500  - 2,403 
 

23
24
AUDIT COMMITTEE REPORT

In accordance with itsThe duties and responsibilities of the Audit Committee of the Board are set forth in a written charter adopted by the Board, as set forth in the Company’s Bylaws and on the Company’s website at www.sensient.com. The Audit Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval. In accordance with its charter, the Audit Committee of the Board (the “Committee”) assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. During 2014,2017, the Audit Committee met nine times. The Audit Committee discussed the financial information contained in each quarterly earnings announcement and in each of the Company’s Forms 10-Q and 10-K with10-K. These discussions included the Company’s Chairman, President and Chief Executive Officer, its Senior Vice President and Chief Financial Officer, its Vice President, Controller and Chief Accounting Officer, and its independent auditors, and occurred prior to release of theeach earnings announcement and prior to filing the Company’s Forms 10-Q and 10-K with the Securities and Exchange Commission, respectively.Commission. During each fiscal quarter of 2014,2017, the Audit Committee reviewed the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for Forms 10-Q and 10-K, were reviewed, including the Company’s disclosure controls and procedures and internal controls.

In discharging its oversight responsibility as tofor the audit process, the Audit Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’ independence and information required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence andindependence. The Audit Committee also discussed with the auditors any relationships that may impact theirthe auditors’ objectivity and independence. The Audit Committee has also considered whether the provision of any non-audit services by the auditors iswas compatible with maintaining the auditors’ independence. The Audit Committee is satisfied as tothat the auditors’ independence.auditors are independent. The Audit Committee alsolikewise discussed with management, the Company’s Director, Internal Audit, and the independent auditors the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, budget, and staffing. The Audit Committee reviewed the audit plans, audit scopes, and identification of audit risks with both the independent auditor and the Director, Internal Audit.

The Audit Committee discussed and reviewed with the independent auditors all communications required by the Public Company Accounting Oversight Board, including those described in Auditing Standard 1301, Communications with Audit Committees; AU-C Section 260, “The Auditor’s Communication with Those Charged with Governance”; and SEC Regulation S-X, Rule 2-07, “Communication with Audit Committees” and, withCommittees.” With and without management present, the Audit Committee discussed and reviewed the results of the independent auditors’ examination of the financial statements. The Audit Committee also discussed the results of the internal audit examinations and met separately with the Company’s Director, Internal Audit.

At the end of 2017, the Committee bid farewell to Drs. Clydesdale and Landry. Dr. Clydesdale will not be standing for re-election to the Board of Directors in April 2018; and Dr. Landry has assumed the role of Chairman of the Nominating and Corporate Governance Committee. The Committee offers its sincere thanks to Dr. Clydesdale and Dr. Landry for their service and diligent attention to their duties on the Committee. With the start of 2018, the Committee welcomes Mr. Morrison and Ms. Whitelaw to the Committee. Additionally, with his assumption of Lead Director duties, Mr. Brown has stepped down as Committee Chairman and Mr. Cichurski has assumed duties as Committee Chairman.

Audit Fees

During the years ended December 31, 20142017 and 2013,2016, aggregate fees (including expenses) for the annual audit of the Company’s financial statements were approximately $2,729,000$3,218,200 and $2,758,100,$2,964,200, respectively. Audit fees include fees for the audit of the Company’s consolidated financial statements, fees for statutory audits of foreign entities, fees for quarterly review services, and fees related to the Company’s SEC filings.
 
Audit-Related Fees

During the years ended December 31, 20142017 and 2013,2016, aggregate fees (including expenses) for audit-related services provided by the independent auditors were approximately $78,000 and $62,000, respectively.$2,000 in each year. Audit-related fees include fees for audits of the Company’s employee benefit plans and non-auditaccess to an accounting related accounting consultations, including due diligence.research tool.
 
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Tax Fees

During the years ended December 31, 20142017 and 2013,2016, aggregate fees (including expenses) for tax services provided by the independent auditors were approximately $237,400$655,700 and $220,600,$1,082,600, respectively. Tax services include tax compliance, tax advice, and tax planning.

All Other Fees

No other fees were paid to the Company’s auditors in 20142017 or 2013.2016.

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AllThe Audit Committee approved all of the services described above were approved by the Audit Committee.above. At its February 20152018 meeting, the Audit Committee reviewed and approved resolutions continuing the Company’s Audit Committee Pre-Approval Policy for a new twelve-month period. This policy provides that the Audit Committee is required to pre-approve all audit and non-audit services performed by the independent auditor and specifies certain audit, audit-related, and tax services that have general pre-approval for the next twelve months, subject to specified dollar limits. The policy also provides that any services by the independent auditor not generally pre-approved or above the specified dollar limits must be submitted for pre-approval by the Audit Committee. Pursuant to the resolutions and the policy, the Chairman of the Audit Committee has the authority to grant pre-approval when necessary, provided that such pre-approval is reported to the Audit Committee at its next meeting.

The Audit Committee reviewed the audited financial statements of the Company as of and for the year ended December 31, 2014,2017, with management and the independent auditors. Management has the responsibility for the preparation of the Company’s financial statements and the independent auditors have the responsibility for the examination of those statements.

In performing all of the functions described above, the Audit Committee acts only in an oversight capacity. The Audit Committee does not complete its reviews of the matters described above prior to our public announcements of financial results and, necessarily, in its oversight role, the Audit Committee relies on the work and assurances of the Company’s  management, which has the primary responsibility for our financial statements and related reports and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of our annual financial statements to GAAP and on the effectiveness of our internal control over financial reporting.

Based on the review and discussions with management and the independent auditors described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2014,2017, be included in its 2017 Annual Report, for filing with the SEC. As further discussed in Item 4,3, “Ratification of Appointment of Independent Auditors,” the Audit Committee has appointed Ernst & Young LLP, subject to shareholder approval, to be the independent auditors for 2015 and the2018. The Board recommended that the shareholders ratify that appointment.

Date: February 5, 20158, 2018 
  
 
Hank Brown,Edward H. Cichurski, Chairman
Hank Brown
Dr. Joseph Carleone
Edward H. Cichurski
Dr. Fergus M. Clydesdale
James A.D. Croft
William V. Hickey
Scott C. Morrison
Essie Whitelaw
 

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26
PRINCIPAL SHAREHOLDERS

Management

The following table sets forth certain information as of February 20, 2015,15, 2018, except as otherwise indicated, regarding the beneficial ownership of Common Stock by each of the executive officers of the Company who is named in the Summary Compensation Table below (“named executive officers”), each director and nominee of the Company, and all of the directors and executive officers of the Company as a group. Except as otherwise indicated, all shares listed are owned with sole voting and investment power.

 
 
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership and
Percent of Class (1)(2)(3)(4)
 
Hank Brown29,36727,956 
Dr. Joseph Carleone1,77911,624 
Edward H. Cichurski3,8017,805 
Dr. Fergus M. Clydesdale25,51724,181 
James A.D. CroftDr. Mario Ferruzzi24,7353,261 
Michael C. Geraghty15,70612,800 
John L. HammondGautam Grover55,56841 
William V. HickeyDr. Donald W. Landry40,483
Richard F. Hobbs66,448
Kenneth P. Manning274,4302,464 
Paul Manning82,07165,391 
Deborah McKeithan-Gebhardt5,358 
231Scott C. Morrison1,094 
Stephen J. Rolfs128,758102,440 
Dr. Elaine R. Wedral19,32523,800 
Essie Whitelaw16,842 
17,101Robert Wilkins75,280 
All directors and executive officers as a group (2018 persons)
963,770408,271 

(1)No director or named executive officer beneficially owns 1% or more of the Company’s Common Stock. The beneficial ownership of all directors and executive officers as a group represents 2.03%approximately 1% of the Company’s outstanding Common Stock. In each case this percentage is based upon the assumed exercise of that number of options which are included in the total number of shares shown (See Note (2), below).

(2)Includes the following3,700 shares subject to stock options which are currently exercisable or exercisable within 60 days of February 20, 2015:held by Mr. Brown — 6,000 shares;Brown’s wife; and 192 shares held by Dr. Clydesdale — 6,000 shares; Mr. Hickey — 4,000 shares; Mr. Rolfs — 11,125 shares; Dr. Wedral — 6,000 shares; Ms. Whitelaw — 667 shares; and all directors and executive officers as a group — 45,667 shares.Ferruzzi’s wife’s ESOP.

(3)Includes 3,700 shares held byDoes not include the following performance stock units: Mr. Brown’s wife, 1,500 shares held byGeraghty — 22,500 performance stock units; Mr. Croft’s wifeGrover — 20,400 performance stock units; Mr. Paul Manning — 109,400 performance stock units; Mr. Rolfs — 37,200 performance stock units; Mr. Wilkins — 19,600 performance stock units; and 2,000 shares held by Mr. Kenneth Manning’s wife.all executive officers as a group — 234,400 performance stock units. The vesting and performance criteria related to the performance stock units are discussed in the subsection below entitled “Equity Awards.”

(4)Shares owned through Sensient’s Savings Plan stock fund and Sensient’s ESOP are held on a unitized basis. The numbers of shares held through these plans have been estimated based on the closing stock price of $62.96$72.44 on February 20, 2015.15, 2018.
 
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Other Beneficial Owners

The following table sets forth information regarding beneficial ownership by those persons whom the Company believes to be beneficial owners of more than 5% of the Common Stock of the Company as of February 20, 201515, 2018 (except as indicated in the footnotes), based solely on review of filings made with the Securities and Exchange Commission pursuant to Section 13(d) or 13(g).

Name and Address of Beneficial Owner
Amount and Nature
of Ownership
 
Percent of Class
(1)
Neuberger Berman Group LLCBlackRock, Inc. (2)5,219,0114,759,009 shares  11.0%
BlackRock,The Vanguard Group, Inc. (3)3,966,6654,191,500 shares  8.39.7%
Neuberger Berman Group LLC (4)3,491,613 shares8.1%
Janus Capital Management LLC (4)Henderson Group plc (5)3,147,9223,339,161 shares  6.6%
The Vanguard Group, Inc. (5)2,947,598 shares6.2%
Franklin Resources, Inc. (6)2,741,862 shares5.87.7%

(1)All percentages are based on 47,521,90143,159,595 shares of Common Stock outstanding as of February 20, 2015.15, 2018.

(2)Neuberger Berman Group LLCBlackRock, Inc., filed a Schedule 13G dated February 7, 2012,January 21, 2011, with respect to itself and certain affiliates. Neuberger Berman’ssubsidiaries. BlackRock’s address is 605 Third Avenue,55 East 52nd Street, New York, New York. Its Amendment No. 49 to Schedule 13G, dated February 11, 2015,January 17, 2018, reported that as of December 31, 2014,2017, it held sharedsole power to vote 5,174,2964,646,686 shares of Common Stock and sharedsole dispositive power with respect to 5,219,0114,759,009 shares of Common Stock. It stated that all of the shares are held in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.

(3)BlackRock,The Vanguard Group, Inc., filed a Schedule 13G dated January 21, 2011,February 7, 2013, with respect to itself and certain subsidiaries. BlackRock’sVanguard’s address is 40 East 52nd Street, New York, New York.100 Vanguard Boulevard, Malvern, Pennsylvania. Its Amendment No. 5 to Schedule 13G, dated January 26, 2015,February 7, 2018, reported that as of December 31, 2014,2017, it heldhad sole power to vote 3,850,66785,691 shares of Common Stock, andshared power to vote 5,751 shares of Common Stock, sole dispositive power with respect to 3,966,6654,103,655 shares of Common Stock and shared dispositive power with respect to 87,845 shares of Common Stock. It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.

(4)Neuberger Berman Group LLC filed a Schedule 13G dated February 7, 2012, with respect to itself and certain affiliates. Neuberger Berman’s address is 1290 Avenue of the Americas, New York, New York. Its Amendment No. 7 to Schedule 13G, dated February 14, 2018, reported that as of December 31, 2017, it held shared power to vote 3,459,708 shares of Common Stock and shared dispositive power with respect to 3,491,613 shares of Common Stock. It stated that all of the shares are held in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.

(4)(5)Janus Capital Management LLCHenderson Group plc filed a Schedule 13G dated February 19, 2015,13, 2018, with respect to itself and certain subsidiaries. Janus Capital’sHenderson’s address is 151 Detroit Street, Denver, Colorado. It201 Bishopsgate EC2M 3AE, United Kingdom. Its Schedule 13G reported that as of December 31, 2014,2017, it held soleshared power to vote 3,147,922 shares of Common Stock and sole dispositive power with respect to 3,147,922 shares of Common Stock. It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.

(5)The Vanguard Group, Inc. filed a Schedule 13G dated February 7, 2013, with respect to itself and certain subsidiaries. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania. Its Amendment No. 2 to Schedule 13G, dated February 9, 2015, reported that as of December 31, 2014, it had sole power to vote 69,432 shares of Common Stock, sole power to dispose of 2,882,6663,339,161 shares of Common Stock and shared power to dispose of 64,932 shares of Common Stock. It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.

(6)Franklin Resources, Inc. filed a Schedule 13G dated January 27, 2015, with respect to itself and certain subsidiaries and affiliates. Franklin Resources’ address is One Franklin Parkway, San Mateo, California. It reported that as of December 31, 2014, it held sole power to vote 2,534,162 shares of Common Stock and sole dispositive power with respect to 2,741,8623,339,161 shares of Common Stock. It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.
 
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COMPENSATION AND DEVELOPMENT COMMITTEE REPORT

The duties and responsibilities of the Compensation and Development Committee of the Board (the “Compensation Committee”) are set forth in a written charter adopted by the Board, as set forth in the Company’s Bylaws and on the Company’s website at www.sensient.com. The Compensation Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

As part of the exercise of its duties, the Compensation Committee has reviewed and discussed the following “Compensation Discussion and Analysis” contained in this proxy statement with management. Based upon that review and those discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated by reference in the Company’s 2017 Annual Report to Shareholders on Form 10-K and included in this proxy statement.

James A.D. Croft,Dr. Joseph Carleone, Chairman
Edward H. CichurskiDr. Mario Ferruzzi
Dr. Fergus M. ClydesdaleDonald W. Landry
Dr. Elaine R. Wedral
Essie Whitelaw
 
2928
EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The pages below discuss the material elements of Sensient’s compensation program for its executive officers. The following points may assist you in reviewing these disclosures and in understanding the Company’s executive compensation decisions for 2012, 20132015, 2016, and 20142017 and its ongoing compensation program for 20152018 and future years.

Named Executive Officers

When we refer to our named executive officers, we are referring to the following individuals who were senior officers of the Company as of December 31, 2014,during 2017 and whose 20142017 compensation is set forth below in the Summary Compensation Table and subsequent compensation tables:

Kenneth P.Paul Manning, Chairman, of the Board (Chief Executive Officer until February 1, 2014);
Paul Manning, President and Chief Executive Officer;
Richard F. Hobbs, Senior Vice President and Chief Financial Officer (until February 6, 2015);
John L. Hammond, Senior Vice President, General Counsel and Secretary;
Stephen J. Rolfs, Senior Vice President Administration (Chiefand Chief Financial Officer beginning February 7, 2015); andOfficer;
Michael C. Geraghty, President, Color Group;
Gautam S. Grover, President, Flavors Group; and
Robert Wilkins, President, Asia Pacific Group.

Effect of Management Transition. In connection with Mr. Kenneth Manning’s retirement, the Board appointed Mr. Paul Manning as President and Chief Executive Officer on February 2, 2014. In connection with Mr. Hobbs’ retirement, the Board appointed Mr. Rolfs as Senior Vice President and Chief Financial Officer on February 7, 2015. It is important to note three salient facts in reviewing Sensient’s executive compensation for 2014 and beyond. First, Mr. Kenneth Manning served Sensient for over 27 years, including nearly 18 years as our Chairman and over 17 years as our Chief Executive Officer; Mr. Hobbs served Sensient for over 40 years, including nearly 15 years as our Chief Financial Officer; and Mr. Hammond has been with Sensient for over 17 years serving as our General Counsel and Secretary. Second, on February 1, 2014, Mr. Kenneth Manning retired as Chief Executive Officer; on February 6, 2015 Mr. Hobbs retired as Chief Financial Officer; and Mr. Hammond is retirement eligible. Third, the compensation of Messrs. Kenneth Manning, Hobbs and Hammond reflect their exceptional contributions in both 2014 and throughout their extremely long service to the Company. As they are succeeded by younger executives at lower levels of compensation, there has been and will continue to be a significant impact on the aggregate levels of compensation for the named executive officers. Additionally, and as a result of the Company’s effective succession planning processes, Messrs. Kenneth Manning and Hobbs have been succeeded by employees of the Company and it is anticipated that Mr. Hammond will be succeeded by a current employee of the Company, thus obviating the need for sign-on bonuses or other extraordinary expenditures potentially necessary to attract external executives. Our compensation program for the named executive officers reflects this dedicated service and the succession planning actions taken to date by the Company.
30
20142017 Highlights. As outlined below, the Company completed a significant restructuring program which impacted financial performance in 2017.

•
In 2017, diluted earnings per share from continuing operations decreased 25.9% to $2.03, and adjusted earnings per share1 increased 6.5% to $3.42. We increased our quarterly dividend to 33 cents per share in October 2017 and returned approximately $141 million of cash to our shareholders during 2017 through dividends and share repurchases.

In 2017, the Company completed execution of its 2014 Restructuring Plan, which the Company initiated in order to eliminate underperforming operations, consolidate manufacturing facilities, and improve efficiencies within the Company. Over the course of approximately four years, this restructuring included the closure of seven facilities (located in Indianapolis, Indiana, United States; Cornwall, Mississauga, and Halton Hills, Canada; Bremen and Leipzig, Germany; and Milan, Italy), and the sale of two facilities (located in Elburg, the Netherlands; and Marchais, France) related to the divestiture of an underperforming, non-strategic business (European Natural Ingredients). Apart from the restructuring, the Company sold an additional facility and certain non-strategic business lines (located in Strasbourg, France). Despite the complexity and immense challenges of these activities, the Company turned in an extraordinarysolid financial and operating performance in 2014 while transitioningduring this period.  Unfortunately, operational issues related to a new Chief Executive Officerthe wind-down of the last restructured facility proved especially challenging and a new Chief Financial Officer, making significant adjustments in executive compensation, refreshingunfavorably impacted 2017 performance. Restructuring is now complete and we are addressing the Boardremaining operational issues. While challenging, the restructuring has set the stage to successfully compete and enhancing corporate governance practices.

Our stock price increased from $48.52 to $60.34 per share during 2014, reflecting strong year-over-year stock price appreciation of approximately 24% and a one-year total shareholder return of 27%, includinggrow effectively over the impact of our dividends.long-term.

•
For the three years ended December 31, 2017, the Company grew its diluted earnings per share from continuing operations at an annualized growth rate of 6.7%, its adjusted earnings per share1 at an annualized growth rate of 4.2% (8.9% in local currency), and its annualized total shareholder return (TSR) was 8.4%.

Strong Alignment Between Pay and Performance. Our solid operatingincentive based compensation programs tracked performance over the 1- and 3-year periods. Achievement of financial targets in 2017 under our incentive cash awards resulted in our named executive officers earning between 17.4% to 76.2% of the target award amounts. Achievement of financial targets during 2015-2017 under our 2014 grewperformance stock unit awards resulted in our named executive officers earning 85.6% of the target award amounts.
1 Adjusted earnings per share before restructuring costs by 10.6% over 2013 tois a record levelnon-GAAP financial measure. See “Non-GAAP Financial Measures” under Item 7 of $3.02 during 2014. Cash flow from operations also rose sharply, increasing by 23% to $189 million. We increased our quarterly dividend to 25 cents per share in March 2014. Through dividendsthe Company’s Annual Report on Form 10-K for information regarding this measure and the repurchase of 2.5 million shares of its Common Stock, Sensient returned $185 million of cash to our shareholders during 2014.

In August 2014, we announced that Mr. Hobbs notified us of his plan to retire from his role as Senior Vice President and Chief Financial Officer in February 2015. The Board announced that Mr. Rolfs, our Senior Vice President, Administration, would succeed Mr. Hobbs as Chief Financial Officer. There is no separation agreement with Mr. Hobbs and no employment agreement with Mr. Rolfs.

In December 2014, the Compensation Committee set Mr. Rolfs’ compensation as Chief Financial Officer, including annual base pay, targeted annual incentive award and targeted long-term incentive award, to be at the median level of our 2014 peer group described below. Mr. Rolfs’ total direct compensation will only exceed the median of our peer group if the Company performs well and above-target payouts are earned under the annual incentive awards and long-term equity incentive awards. This process was similara reconciliation to the approach taken by the Compensation Committee in December 2013 with respect to Mr. Paul Manning’s compensation as Chief Executive Officer in 2014.most directly comparable GAAP measure.
29

20142017 Say-on-Pay Vote. At the 20142017 Annual Meeting of Shareholders, we held our fourthsixth annual advisory vote to approve named executive officer compensation. Approximately 46.1%98% of the votes cast voted in favor of our executive compensation as disclosed in our 20142017 Proxy Statement despite the Company’s significant efforts to discuss and address shareholder concerns and the adoption of many shareholder friendly compensation related changes. The vote result was lower than the vote results from our 2013 Annual Meeting of Shareholders (where approximately 54% of the votes cast voted in favor of our executive compensation as disclosed in our 2013 Proxy Statement) and lower than what we would deem satisfactory.Statement. The Compensation Committee and the Board reviewedare pleased with the vote result and are committed to the ongoing evaluation and modification, as appropriate,level of support of the Company’s executive compensation practices. While the Compensation Committee and the Board recognize that the vote result was obtained in the context of a contested election of directors and this may have had a negative impact on the vote result, we were disappointed in the vote result and recognized the need to better understand our shareholders’ concerns and respond directly to such concerns. As described below, we believe that the Company has identified and taken significant actions to address such concerns.

During 2014, both before and after the 2014 Annual Meeting of Shareholders, membersMembers of our senior management engaged directlyregularly engage with key stakeholders to gather theirand solicit feedback regarding our executiveon compensation programs as disclosed in our 2014 Proxy Statement.and governance matters. This included dozensengagement takes the form of telephone and face-to-face meetings with institutional shareholders, (representing over 70% of our total outstanding shares and over 77% of our shares held by institutional shareholders), internal discussions with senior management and employees, analysis of market practices, and advice from Towers Watson,Alvarez & Marsal, the Compensation Committee’s independent compensation consultant, and discussions with proxy advisory services.consultant. The Compensation Committee further reviewed the results of our Say-on-Pay votes, feedback from institutional shareholders, advice from Towers Watson, inputAlvarez & Marsal, information from proxy advisory services, and management recommendations based on Sensient’s strategic direction and market practices.

AsThe Compensation Committee and the Board believe that the overwhelming shareholder support in the Company’s Say-on-Pay votes since 2015 was a direct result of their review, we determined that shareholders and other key stakeholders wanted to see an enhancedthe linkage of pay and performance embedded in the design of ourthe Company’s compensation programs, board refreshment and certain enhancedthe Company’s strong corporate governance practices. Consequently,Those practices include the following actions were taken byfollowing.

•           Since 2014, 100% of our Board and Compensation Committee in 2014:
31
We modifiedlong-term equity incentive awards – the largest component of compensation for our named executive officers – consisted of performance stock unit awards under our long-term incentive awards to lengthen thewith a three-year performance period from two to three years;
and vesting period.

We also modified our performance•           Robust stock unit awards to provideownership guidelines for pro-ratedelected officers and directors that include “hold-to-retirement” requirements for the Chief Executive Officer and directors.

•           Pro-rated vesting of equity awards to officers whose employment with the Company terminates because of death, disability, or retirement after reaching retirement age during the performance period (in previous years such officers would be eligible to earn the full award);
period.

We changed the mix of our long-term equity incentive awards – the largest component•           Previously, we eliminated or restricted a number of compensation for our named executive officers – that we issued in 2014 so that 100% of the long-term equity incentive awards issued consisted of performance stock unit awards as compared to 50% in 2013;
programs:

•           We closed our supplemental executive retirement plan (“SERP”) to new participants and froze the benefits payable to existing SERP participants effective as of December 31, 2015 (December 31, 2016 for Mr. Rolfs);
.

•           We eliminated a cash subaccount option from the Directors’ Deferred Compensation Plan, so that all future deferred directors’ fees will be held in Common Stock;
Stock.

•           We terminated the Non-Employee Directors’ Retirement Plan effective June 30, 2014;
2014.

•           We eliminated all tax gross-ups on perquisites given to our named executive officers.

•           We amended the 2012 Non-Employee Directors Stock Plan to provide for annual awards based on a fixed dollar value rather than a fixed number of shares;
shares.

We refreshed•          On-going Board refreshment efforts have resulted in the Board by appointing twoof Mr. Paul Manning in 2012 and six new independent directors,directors: Mr. Cichurski in 2013, Dr. Carleone and Ms. McKeithan-Gebhardt;
McKeithan-Gebhardt in 2014, Drs. Ferruzzi and Landry in 2015, and Mr. Morrison in 2016. The current average tenure for the Board is less than 9 years. We continue to welcome input from our shareholders regarding potential candidates for the Board of Directors.

•           In 2017, we were proud to be named a “2020 Women on Boards Winning Company” for the sixth year in a row in recognition of the number of women on our Board.

•           We approved amendments to Sensient’s Amended and Restated Articles of Incorporation, Bylaws and Corporate Governance Guidelines to provide forhave adopted a majority voting standard for the election of directors in uncontestednon-contested elections combined with a director elections, subject to shareholder approval at the Meeting (which is the subject of proposal Item 3 below);
resignation policy.

We amended Sensient’s Corporate Governance Guidelines to create•           Strong independent Board leadership through the lead independent director, position and appointed Dr. Wedral as independent Lead Director;

We appointed Dr. Wedral and Mr. Cichurski to the Compensation Committee;

We eliminated all tax gross-up on perquisites given to our named executive officers; and

We modified our peer group to better balance the spread of revenue sizes in the peer group and decrease the median revenue size of the peer group.
Hank Brown.
 

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Increased Direct Linkage Between Executive Compensation and Company Performance. As a result of the Company’s implementation of 50% performance equity in 2013 and 100% performance equity in 2014, executive compensation has become even more closelydirectly linked to the Company’s financial performance. This is reflected in the following pie chartschart detailing the components of named executive officer compensation in 2012, 2013 and 20142017 (which excludeexcludes the 2012 and 20142017 changes in pension values and assume that 2013 and 2014includes 2017 performance stock units will vest at grant date fair market value assuming target performance levels):


Compensation Aligned with Shareholder Interests. The Company’s compensation policies for 2014 continue2017 continued to strongly emphasize alignment with shareholder interest.returns. The pie charts illustratechart above illustrates that 22%, 52% and 76%approximately 70% of the average compensation for Sensient’s named executive officers (excluding change in pension values and assumingincluding performance stock units will vest at grant date fair market value assuming target performance levels) was based on achieving the Company’s performance goals under our annual cashmanagement incentive plan and the performance component of our long-term equity incentive plan in 2012, 2013 and 2014, respectively.plan. The amount of average executive average compensation directly linked to Company performance has significantly increased fromsince 2012 to 2014 and it is anticipated that a similar percentage(when 22% of Sensient’s average executive compensation will consist of at-risk compensation that is directly linked to Company performance in 2015 and beyond.was performance-based). The pie chartschart also illustrateillustrates that only 19%, 17% and 21%26% of the average compensation for Sensient’s named executive officers (excluding change in pension values and assumingincluding performance stock units will vest at grant date fair market value assuming target performance levels) consisted of base salary in 2012, 2013 and 2014, respectively.2017. A majority of the named executive officers’ compensation consists of at-risk, performance basedperformance-based long-term equity incentive awards (performance stock units), which align executive compensation with shareholder returns. Under Sensient’s unique compensation program, equity grants consist of performance stock awards that the executiveChief Executive Officer and directors generally cannot sell (even when fully vested, except in amounts intended to cover taxes) until at or near retirement from Sensient.Sensient except for a Chief Executive Officer aged 60 or over who sells pursuant to a Board-approved 10b5-1 plan. As a result, the interests of our senior executivesChief Executive Officer and directors are fully aligned with the interests of our long-term shareholders because both this year’s performance stock unit awards and all of the stock accumulated by an executiveour Chief Executive Officer, and 75% of future awards (after meeting share ownership requirement, and net of taxes and any exercise price) to our directors during a careertheir careers at Sensient are generally nontransferable until retirement.
 
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Sensient’s Relative Performance and Chief Executive Officer Compensation. For those who wish to consider total shareholder return when evaluating chief executive officer compensation, the graph below compares Sensient’s one-year and annualized three-year and five-year total shareholder returns on common stockCommon Stock with the annualized total returns of the Standard & Poor’s Midcap 400 Specialty Chemicals index (of which Sensient is a component) and the median of Sensient’s peer group (which consists of the companies listed in the Comparable Company Data under the section “Compensation Committee Practices” below).
For the one year ended December 31, 2014,

While Sensient’s total return to shareholders significantly outperformedwas below the returns earned by the Standard & Poor’s Midcap 400 IndexSpecialty Chemicals index and by the median of our peer group. Forgroup in the three years ended December 31, 2014, Sensient’s annualized total return to shareholders wereone-year period, our longer term performance is in line with the returns earned by the Standard & Poor’s Midcap 400 Index and by our peer group.  For the five years ended December 31, 2014, Sensient’s total return to shareholders outperformed the returns earned by the Standard & Poor’s Midcap 400 Index and by our peer group.or above these indexes.

During 2014,2017, Sensient’s total direct compensation (salary, annual cash incentive bonusaward and equity awards)awards at target levels and based on grant date fair market values) for our Chief Executive Officer was below the median of our peer group. Our Chief Executive Officer’s totalanalysis of compensation at target levelsperformed by our independent compensation consultant indicates proper alignment between our pay and at the amount actually awarded in 2014, as reported in the Summary Compensation Table, is appropriate and in alignment with the returns earned by shareholdersour performance over the one-, three- and five-year periods.these timeframes.
 

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Sensient’s Executive Compensation Program Highlights. Sensient’s executive compensation program features the following shareholder favorable “best practices”:

Compensation Program FeatureDescription
Pay for performanceApproximately 70% of the average 2017 total target direct compensation for our named executive officers is “pay at risk” that is contingent upon performance. Since 2014, 100% of the long-term equity incentive awards to our executive officers consisted of performance stock unit awards.
“Hold-to-retirement” policyWith limited exceptions, the Chief Executive Officer is required to hold 100% of any additional net shares awarded in the future until he retires or is no longer employed by the Company. Independent directors are required to hold at least 75% of any additional net shares awarded to them until the director retires from the Board.
Proactive engagementIn addition to our annual say-on-pay vote, our senior management engages directly with institutional shareholders and other key stakeholders throughout the year to gather feedback regarding our performance and executive compensation programs.
Pay for performanceA significant percentage, 76% of the average compensation for our named executive officers, of 2014 total target direct compensation is “pay at risk” that is contingent upon actual performance.
Performance measuresPerformance measures for incentive compensation are closely linked to challenging strategic and near-term operating objectives, selected after consultation with our largest institutional shareholders and other key stakeholders andare designed to create long-term shareholder value.
Compensation Committee membership and independent compensation consultantOur Compensation Committee is composed entirely of independent, non- employeenon-employee directors and engages an independent compensation consultant to perform an annual independent risk assessment of our executive compensation program.
Annual review and modification of executive compensationOur Compensation Committee reviews and modifies executive compensation on an annual basis to achieve program objectives.
No discretionary or multi-year guaranteed bonusesWe have no discretionary bonuses and no multi-year guaranteed bonuses for any of our executives.executive officers.
Pro rationProration of equity awards and bonusesannual cash incentive awardsWe pro rateprorate equity awards and bonusesannual cash incentive awards to employeesexecutives who leave the Company due to retirement, death, or disability during the applicable performance period.
No tax gross-upsWe no longerdo not have any tax gross-ups in any of our change of control agreements with any of our executive officers and we no longerdo not provide any tax gross-ups on perquisites to our named executive officers.
No equity repricing or exchangeOur equity incentive plans prohibit repricing or exchange of underwater stock options or stock appreciation rights.
No equity short sales, hedging, or pledgingOur stock ownership guidelines explicitly prohibit short sales, hedging, and pledging transactions involving our securities.
Double-TriggersOur change of control agreements have a “double-trigger” such that benefits payable under such agreements are not paid unless a change in control is also accompanied by a qualifying termination of employment within 36 months.
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ClawbacksIn the event of certain financial restatements as a result of misconduct by any former or current executive officer, the Compensation Committee has discretion to recover any bonus or other incentive-based or equity-based compensation received by the offending officer, and any profits realized by the offending officer from the sale of Sensient securities, during the 12-month period following the first public issuance or filing of the noncompliant financial document.
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“Hold-to-retirement” policyWith limited exceptions, executives are required to hold 100% of any additional net shares awarded in the future until the executive retires or is no longer employed by the Company and independent directors are required to hold at least 75% of any additional net shares awarded to them until the director retires from the Board.
Stock ownership guidelinesOur Chief Executive Officer is required to hold stockshares of Common Stock equal to a multiple of six times his salary, eachsalary; any Senior Vice President is required to hold stockshares of Common Stock equal to a multiple of four times their salarysalary; and each other elected officer is required to hold stockshares of Common Stock equal to a multiple of two times their salary, within three years from an officer’s date of election (in each such case, excluding unexercised stock options but including restricted stock and performance stock units). Our independent directors are required to hold at least 1,000 shares of Sensient common stockCommon Stock within a year following their initial election to the Board and shares with a value of at least five times the annual retainer for directors after five years of service on the Board (in each such case, excluding unexercised stock options but including restricted stock).

Compensation Design and Philosophy

Executive Compensation Flows Directly from Sensient’s Business Strategies and Investments Focus on Value Creation, Primarily Over the Long Term. Our approach to executive compensation flows directly from our approach to value creation for the Company and our shareholders. Although all timeframes are relevant, Sensient is primarily focused on long-term investments both in our employees and through acquisitions and strategic capital investments in state-of-the-art facilities and equipment designed to produce the highest quality innovative products efficiently and with product safety and regulatory compliance in mind. As evidenced by our strong 2014 performance, we are seeing the returns from our past and continuing substantial investments in new product development, much of which is proprietary, and expanded distribution capabilities, domestically and around the world. Our equity compensation program and our robust stock ownership guidelines, andincluding the hold-to-retirement policy for the Chief Executive Officer, are designed to align our executive compensation program with this long-term value creation focus. We believe that the annual components of our executive compensation program do not detract from our focus on long-term value creation through innovation, acquisitions, and strategic capital investments.

Our ManagementCompensation Processes and Procedures

The pages below discuss the Compensation Philosophy Measures and Rewards Performance. Sensient’s management and compensation philosophy measures and rewards performance from each of its executive officers and from the management team as a whole. Sensient has relatively few high level executives and operates with an extremely lean staff compared to our peer group. As a result, the executives we do have are required to assume greater levels of responsibility and accountability than executives who operate with larger staffs in matrix organizations. Additionally, Sensient’s named executive officers have been carefully selected and are continually evaluated through rigorous performance assessment and succession planning processes over the length of their careers with the Company. Sensient’s compensation program reflects these realities by providing for compensation which correlates closely with the performance of the executiveCommittee and the Company.processes and procedures used by the Compensation Committee in reviewing and determining executive compensation.

The Compensation Committee

The Compensation Committee is composed entirely of independent, non-employee directors, as determined using New York Stock Exchange listing standards both for directors generally and for compensation committee members. The Committee oversees Sensient’s executive compensation programs and monitors incentives for risk-taking from compensation programs for all employees. See “Committees“Committees of the Board — Compensation and Development Committee” above for a description of the Committee’s responsibilities. This discussion and analysis is designed to assist your understanding of Sensient’s compensation objectives and philosophy, the Compensation Committee’s practices, and the elements of compensation for the named executive officers.
 
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Compensation Objectives and Philosophy

Sensient’s compensation program is designed:

to measure and reward performance fromby each of its executive officers and fromby the management team as a whole;

to align Sensient’s interests with the interests of executives and other employees through compensation programs that recognize individual contributions toward the achievement of corporate goals and objectives without encouraging takingthe assumption of unnecessary or unreasonableexcessive risks;

to further link executive and shareholder interests through equity-based compensation and long-term stock ownership arrangements;

to attract and retain high caliber executive and employee talent; and

to encourage management practices, controls, and oversight that prioritize ethical behavior and minimize the risks present in Sensient’s business.

The Committee determines specific compensation levels for Sensient’s executive officers based on several factors, including:

achievement of strategic and financial plans, and specific financial and performance targets without taking unnecessary or excessive risks;

each executive officer’s role and his or her experience and tenure in the position and with the Company;

the total salary and other compensation for the executive officer during the prior fiscal year; and

how the executive officer may contribute to Sensient’s future success.

In sum, the Committee intends that Sensient’s compensation programs both help the Company to attract and retain key executives and other employees, provide for effective succession planning and give the executive officers and other employees appropriate and meaningful incentives to achieve superior corporate and individual performance without undertaking unnecessary or excessive risks.

The Committee determines the amounts and mixture of compensation for Sensient’s executives based on the compensation design and other factors described above, including the philosophy of measuring and rewarding performance. Sensient reviews its compensation awards compared to compensation levels for comparable positions at Sensient’s stable peer group of competing public companies of similar size and complexity as well as published survey data, adjusted as described below (together, the “Comparable Company Data”), using regression analysis for the survey data because of differences in size between the comparable companies and the Company. This review is performed to ensure that Sensient’s compensation programs are reasonably applied and also to ensure that they are competitive for purposes of attracting and retaining key executives. The selection of our peer group and each material element of compensation are discussed further below.

Key elements of the executive compensation program tie a significant portion ofdirectly link executive compensation to the Company’s performance and success in meeting specified financial goals and objectives. The Committee also considers other compensation and amounts payable to executive officers, including retirement compensation and potential payments in a situation involving a change of control of the Company. Retirement compensation is intended both to recognize, over the long term, services rendered to the Company as well as the practice that employers provide employees with retirement benefits.
 
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The Committee also recognizes that situations involving a potential change of control of a company can be very disruptive to all of its employees, including executive officers, because a change of control could affect the employees’ job security, authority, or compensation. To help address the inherent potential conflict of interest between executive officers’ personal interests and other interests of the Company and its shareholders, since 1988 we have provided key decision-making officers with agreements that will help mitigate their concerns about such personal matters in the case of a change of control and thereby assure that management provides objective guidance to the Board and shareholders that is divorced from such concerns.shareholders. As noted above, since 2010, these have been double-trigger agreements, requiring both change of control and loss of employment within three years. Change of control agreements can also help ensure that the management team stays intact before, during, and after a change of control, thereby protecting the interests of not only the target company’sCompany’s shareholders but also those of any acquirer. These change of control agreements remain important to the Company and therefore we have continued them, although in 2010 we revised them to remove the right for the executive to receive specified benefits in the event that he or she chooses to leave the Company during the 13th month following a change of control. We also changed our policy so that change of control agreements entered into during 2010 and thereafter did not and will not include excise tax gross-up payments in connection with a change of control. In 2013 we entered into new change of control agreements with those executive officers that entered into change of control agreements before 2010 to eliminate all excise tax gross-up payments to executives in the event of a change of control.

Finally, as with most companies, the Company provides various other benefits to its employees, including its executive officers. Many of these benefits, such as health insurance, are provided on the same basis to all salaried employees. In many respects, the types and amounts of those benefits have historically been driven by reference to the Company’s past practices. The Committee regularly reviews these and other benefits, including special benefits or “perks,” for executive officers. In 2014, the Committee and Board eliminated all tax gross-up payments on perks paid to named executive officers.

Compensation Committee Practices

Each year the Committee conducts a review of the Company’s executive compensation program. AsSince 2011, as required by Section 14A of the Securities Exchange Act, the Company has obtained formal shareholder advisory votes regarding executive compensation at every Annual Meeting of Shareholders. Based upon the 2011, 2012, 2013 and 2014 Annual Meetings of Shareholders, andshareholders’ approval in 2017, we will obtain a new advisory vote at the 2015 Annual Meeting of Shareholders and continue to obtain shareholder advisory votes annually thereafter. The Committee considers the results of the recent shareholder advisory votes regarding executive compensation in determining its ongoing compensation policies and decisions.

To better understand the concerns of its shareholders and to give them an opportunity to make more specific recommendations, the Company initiated annual discussions of its compensation policies with some of its larger shareholders beginning in 2011 and, as a result of such discussions, the Company has initiated several key changes to its compensation practices. Thepractices over the years. These changes include the Company’s executive compensation clawback policy, its higher executive and director stock ownership requirements, its revised policies generally requiring executivesthe Chief Executive Officer to retain all Sensient stock and directors to retain theirat least 75% of future awards (after meeting share ownership requirement, and net of taxes and any exercise price) of Sensient stock ownership until retirement, its performance stock units, its modification of the performance metrics used to determine annual cash incentive awards, and its elimination of tax gross-ups from change of control agreements and from perks paid to named executive officers, its closure of the SERP to new participants, and its freezing of benefits payable to existing SERP participants (each of which is described elsewhere in this proxy statement). These changes were all influenced by the Company’s belief that these revisionsthey would strengthen the alignment of the interests of our executives and directors with the interests of our shareholders and, therefore, should be viewed favorably bywould promote the best interests of the Company’s shareholders and their advisors.shareholders. We believe that our hold-to-retirement policy is unique within our peer group.these policies set us apart from the vast majority of public corporations.

Generally, the Committee begins its consideration of annual cash and long-term equity incentive compensation at its Fallfall meeting to begin preliminary discussions of related considerations and to receive and beginin connection with its review of the Comparable Company Data discussed above.below. Final determinations of salaries, annual cash incentive awards, and long-term equity incentive compensation awards are made at the Committee’s meeting, with concurrence by the Board, during its regular meeting in December. Generally, salary changes become effective on January 1 of the following year. Most restrictedPerformance stock unit awards (and starting in 2013, our awards of performance stock units) are granted effective as of the December meeting date. Sensient has not granted time-vested restricted stock or stock options to its executive officers in recent years (relying insteadyears. Instead, since 2014, Sensient relies on awards of restricted stock prior to 2013, an equal mix of time-based restricted stock awards and performance stock unit awards in 2013, and 100% performance stock unit awards beginning in 2014).awards.
 
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As part of its annual review of the Company’s executive compensation program, the Committee retains a consultant who, among other things, prepares a report comparing Sensient’s executive compensation to the Comparable Company Data. The Comparable Company Data ordinarily includes information that is from the year prior to the date of the analysis.

Establishing a stable and appropriate peer group for the Company has been challenging because Sensient has few direct competitors of similar size that are publicly traded in the United States. The colors and flavors and fragrances industries are highly fragmented geographically and are diversified among product lines. In light of these challenges, Sensient has determined the appropriate peer group by considering:

public companies of comparable size (based primarily on market capitalizations ranging from approximately $382 million to $11.25 billion as of December 31, 20142017, ranging from approximately $448 million to $14.1 billion with a median of $2.1$1.9 billion; most recently reported revenues ranging from approximately $725 million to $3.3 billion with a median of $1.8 billion; and most recently reported operating incomes ranging from approximately $34$37 million to $714$575 million with a median of $124$147 million);

public companies that operate in the specialty chemicals industry or an adjacent industry;

public companies with which it competes for business, (primarily in the specialty chemicals industry);resources, and talent;

companies with significant international operations; and

public companies with generally consistent financial performance or other business attributes (based primarily on gross, operating, and net profits; gross, operating, and net margins; full-time employees and total assets; and total shareholder return).; and

public companies included in Sensient’s peer group by proxy advisors.

The peer group is reviewed annually and while companies are added or removed as circumstances warrant, the Compensation Committee believes it is beneficial to attempt to keep the peer group fairly stable from year to year for comparison purposes.

In October 2017, the Compensation Committee reviewed and updated the peer group by removing Elizabeth Arden, Inc. and Chemtura Corporation, and by adding Koppers Holdings Inc. and W. R. Grace & Co. The deletions from the peer group were made to remove companies that were acquired. The additions to the peer group were made to add companies from the chemicals and consumer products sectors with strong performance and appropriately sized revenues and market capitalizations compared to Sensient.
The Comparable Company Data included in the 20112017 analysis that was considered by the Compensation Committee in making decisions for 2011 restricted2017 performance stock unit awards, 20122018 base salaries, and 2012 annual management incentive plan awards authorized in 2017, which will be based on performance in 2018. The Committee’s analysis was based in part on published survey data of a broad group of public and private companies and in part on an analysis of the proxy statements of a peer group of 1920 public companies. The peer group of 1920 public companies included in 20112017 was:

AcetoA. Schulman, Inc.H.B. Fuller CompanyKraton CorporationCambrex CorporationInternational Flavors & FragrancesRayonier Advanced Materials Inc.PolyOne Corporation
 
Albemarle CorporationChurch & Dwight Co., Inc.McCormick & Company, IncorporatedA. Schulman, Inc.
Alberto-Culver CompanyElizabeth Arden,Innophos Holdings Inc.Minerals Technologies Inc.Sigma-Aldrich CorporationRevlon, Inc.
 
Arch Chemicals,Cabot CorporationInnospec Inc.FMC CorporationNu Skin Enterprises, Inc.Stepan Company
 
Cabot CorporationH.B. Fuller CompanyPenford Corporation 

Alberto-CulverEdgewell Personal Care Company and Arch Chemicals were both acquired in 2011 and are no longer publicly traded entities. Accordingly, data regarding them was not available in 2012 when making decisions relating to 2012 restricted stock awards, 2013 base salaries and 2013 annual incentive plan awards. For that reason the peer group used in 2012 consisted of the remaining 17 public companies plus Olin Corp. and Revlon, Inc., a chemical company and a beauty care and personal products company, respectively. These two additions to the peer group were selected because they each possess business and competitive profiles that are similar to the companies that were displaced from the peer group. The relevant financial characteristics of these companies that were added to the peer group also fell within an acceptable range in relation to Sensient’s own financial characteristics. Data regarding the same group of the remaining 17 public companies plus Olin Corp. and Revlon, Inc. was also considered when making Compensation Committee decisions in 2013 relating to 2013 restricted stock awards, 2013 performance stock unit awards, 2014 base salaries and 2014 annual incentive plan awards.
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In December 2014, the Compensation Committee reviewed and updated the peer group by removing Olin Corp. and Penford Corporation (announced sale in 2014) and by adding Rockwood Holdings, Inc., Kraton Performance Polymers Inc., OM Group Inc., OMNOVA Solutions Inc., Innophos Holdings Inc. and Innospec Inc. These additions to the peer group were selected to better balance the spread of revenue sizes in the peer group and decrease the median revenue size of the peer group. The relevant financial characteristics of these companies that were added to the peer group also fell within an acceptable range in relation to Sensient’s own financial characteristics. Data regarding the peer group of the following 23 public companies was considered when making Compensation Committee decisions in 2014 when making Compensation Committee decisions relating to 2014 performance stock unit awards, 2015 base salaries and 2015 annual incentive plan awards:

Aceto CorporationFMC CorporationMcCormick & Company, IncorporatedRockwood Holdings, Inc.
Albemarle CorporationH.B. Fuller CompanyMinerals Technologies Inc.Revlon Inc.
Cabot CorporationInnophos Holdings Inc.Nu Skin Enterprises, Inc.A. Schulman, Inc.
Cambrex CorporationInnospec Inc.OM Group Inc.Sigma-Aldrich Corporation
Church & Dwight Co., Inc.International Flavors & Fragrances Inc.OMNOVA Solutions Inc.Stepan CompanyUSANA Health Sciences, Inc.
 
Elizabeth Arden, Inc.Ferro CorporationKraton Performance PolymersKoppers Holdings Inc.PolyOne CorporationW. R. Grace & Co.

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This public company peer group is comparable to Sensient in complexity and market challenges. Sensient’s 2013 market capitalization, and operating income, were slightly aboveand revenue ranked at the median68th, 31st, and 56th percentiles of the peer companies, (ranking at the 54th and 55th percentiles, respectively).

As noted above, similar to the approach taken by the Compensation Committee in December 2013 with respect to Mr. Paul Manning’s compensation as Chief Executive Officer in 2014, the Compensation Committee has targeted Mr. Rolfs’ compensation as Chief Financial Officer in 2015 to be at the median level of our 2014 peer group and his total direct compensation will only exceed the median of our peer group if the Company performs well and above-target payouts are earned under the annual cash incentive awards and long-term equity incentive awards.respectively.

The Compensation Committee has the sole authority to retain and terminate a compensation consulting firm to assist it in the evaluation of compensation of the Chief Executive Officer and other executives and employees of the Company and the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee is directly responsible for the oversight of the work of any compensation consulting firm retained by the Compensation Committeeit to assist it byin compiling the Comparable Company Data. The Compensation Committee may select a compensation consultant only after taking into consideration all factors relevant to that person’s independence from management, including the following: (A) the provision of other services to the corporation or its affiliates by the person that employs the compensation consultant; (B) the amount of fees received from the corporation or its affiliates by the person that employs the compensation consultant, as a percentage of the total revenue of the person that employs the compensation consultant; (C) the policies and procedures of the person that employs the compensation consultant that are designed to prevent conflicts of interest; (D) any business or personal relationship of the compensation consultant with a member of the Committee; (E) any corporation stock owned by the compensation consultant; and (F) any business or personal relationship of the compensation consultant with an executive officer of the corporation.
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As part of the process to retain Towers Watson,Alvarez & Marsal, the Compensation Committee evaluated the independence of that firm and its advisers by considering the factors listed above (among other factors that the Committee considered relevant) (1) what other services Towers Watson has provided to Sensient, (2) the amount of fees Towers Watson has received for those services as a percentage of its total revenue, (3) the policies and procedures of Towers Watson that are designed to prevent conflicts of interest, (4) any business or personal relationships between Sensient’s advisers and members of the Committee or other directors or between Sensient executives and Towers Watson or its advisers, (5) the advisers’ holdings of Sensient stock, if any, and (6) the factors set forth in Rule 10C-1(b) of the Securities Exchange Act of 1934, as amended.. The Compensation Committee considered that the Company has alsonot used Towers WatsonAlvarez & Marsal for certainany other services and that the compensation to Towers Watson for these other services forin recent years has not exceeded $120,000 annually.years. On the basis of the Compensation Committee’s evaluation of the factors listed above, the Committee determined that the advisers’ relationships and other services did not create conflicts of interest and did not adversely affect Towers Watson’sAlvarez & Marsal’s independence and advice. In January 2018, Alvarez & Marsal informed Sensient of their decision to discontinue the Chicago practice group Sensient retained in 2017. Accordingly, Sensient will be engaging a new independent firm in 2018.

The Company’s Senior Vice President, Administration customarilymanagement assists the Compensation Committee in its determinations by helping compile and organize information, arranging meetings, and acting as Company support for the Compensation Committee’s work. He also serves as the Compensation Committee’s officer contact, butThe Company’s management has no decision-making authority on the Compensation Committee. In reviewing the performance and establishing the compensation levels of other elected officers, the Compensation Committee also takes into account the recommendations of the Company’s Chief Executive Officer.

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Components of Executive Compensation and Benefits Programs

The following table summarizes the components of our executive compensation and benefits programs for named executive officers in 2015.officers. Each component is designed to align the interests of our named executive officers with the Company and our shareholders and is discussed in further detail below.

 ComponentTypeObjective
1.Base SalaryFixed-Attract and retain talented executives by providing base pay at market levels
2.
Annual Cash Incentive
Plan Awards
Performance Based
-
-
Drive Company and individual annual performance
Focus on growing local currency adjusted earnings per share (50% weight of awards)(60% weight), adjusted gross profit as a percentage of revenue (30% weight of awards)(20% weight), and adjusted cash flow (20% weight of awards)weight)
3.
Long-Term Equity
Incentive Awards
Performance Based
(100% of 20142017 awards)
-
-
Align executive officers’ interests with those of the Company and its shareholders over a three-year vesting period
-
Focus on Company’s operating performance in terms of local currencyadjusted EBIT Growthgrowth (70% weight) and Returnadjusted return on Invested Capitalinvested capital (30% weight) over a three-year performance period (January 1, 20152018 – December 31, 2017)2020)
4.Retirement BenefitsFixed-Attract and retain talented executives by providing retirement benefits to executives that have contributed to the Company’s success over an extended period of time
5.Other BenefitsFixed-Attract and retain talented executives by providing other benefits at market levels

The performance measures for the Annual Cash Incentive Plan and Long-Term Equity Incentive Awards are defined by the Committee and may include adjustments to the Company’s financial results calculated in accordance with GAAP. The performance measures described above may be adjusted to remove the effect of foreign currency translation, restructuring costs, the impact of acquisitions, and other items as defined by the Committee. The Compensation Committee relied in part on a study of peer group performance in setting specific performance targets for both the annual cash incentive and the long-term equity incentive awards.
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Base Salary

As with most companies, base salary is one of the key elements in attracting and retaining Sensient’s key officers. When determining the amount of base salary for a particular executive, the Committee considers prior salary (and the proposed percentage change in salary),; job responsibilities and changes in job responsibilities,responsibilities; individual experience and length of experience; demonstrated leadership performance potential,ability; Company and individual performance and potential performance; retention considerations,needs;  years of service at Sensient,Sensient; years in the officer’s current position,position; market data (where available) regarding salary changes for similar positionspositions; and the increased responsibilities of officers operating in a lean corporate environment. These factors ordinarily are not specifically weighted or ranked; instead, they are considered in a holistic way.

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For 2014,2017, the Committee began with market data (comprised of the Comparable Company Data) indicating that base salaries of executives at similar companies were generally expected to increase from 20132016 levels by approximately 3%, and then determined actual base salaries for Sensient’s executives after considering management’s recommendations. The Company continues to believe that the unique skills and qualifications of its executive officers are important to the ongoing growth and success of the Company. The annual salary increase for 20132016 to 20142017 given to most of the named executive officers was between 3% and 4.1%7.4%.  In two instances larger increases were awarded because one executive’s 2013 base pay was significantly below the midpoint observed in the market and another executive had recently been promoted to a new position with increased responsibilities.

Annual Incentive Plan BonusesAwards

Sensient maintains annual management incentive plans for its elected officers.officers, business unit General Managers, and other senior leaders. Annual incentive compensation is intended to provide cash-based incentives based upon achieving overall Company, group, or groupdivisional financial goals and to place a significant part of each elected officer’s total compensation at risk depending upon achievement of those goals. In 2013, the Compensation Committee significantly modified the Company’s annual incentive plan to reduce the emphasis placed on consolidated earnings per share and assign more meaningful weight to other financial objectives used to calculate annual incentive awards. For annual incentive awards issued in 2012 and prior years, which were generally set in December of the year but based on performance during the following year, performance was measured primarily based on earnings per share with supplemental targets based on improvements in revenue, cash flow, return on invested capital, expense levels and gross profit as a percentage of revenue, subject to an overall maximum on the aggregate incentive compensation awarded. For some officers the Company also used a measure of group operating profit. In October 2013, we announced significant changes to our annual cash-based incentive plan to incorporate feedback received from shareholders during the 2013 proxy season. As a result of this feedback, we changed our annual incentive award to provide three operating targets upon which performance would be measured and to eliminate supplemental targets. This change reduced the emphasis placed on consolidated earnings per share and assigned more meaningful weight to other financial objectives, thereby enhancing the linkage between pay and performance.

In December 2014, Sensient issued annual cash incentive awards which are to be based on performance during 2015 and which are calculated using a weighted average of the Company’s achievement of three performance goals – local currency earnings per share (50% weight), gross profit as a percentage of revenue (30% weight) and cash flow (20% weight). The annual cash incentive bonuses are subject to a target level for each of the three performance goals, with bonuses for the executive officers in the range of 50% to 85% of annual base salary (depending on the officer’s position in the Company) paid if the target levels are achieved with respect to each performance goal. Performance in excess of the targeted levels allows for an increased award, but awards are capped at 200% of the bonus at the targeted levels. Performance below the targeted levels can result in a reduced award, or no award at all if none of the minimum threshold levels are achieved. The particular targets and financial goals used are those which the Compensation Committee determines best reflect or which are important to achieving increased shareholder value over the long term without undertaking unnecessary or excessive risks. The Compensation Committee generally sets target bonus award levels that keep Sensient’s levels at least competitive with its industry and provide meaningful incentives for superior performance. The Committee has discretion to reduce any award by up to 20% if the Committee determines a reduction to be appropriate, such as if the Committee determines that the executive caused the Company to take unreasonableunnecessary or unnecessaryexcessive risks.

For annual incentive awards issued in 2016 based upon the achievement of performance goals during 2017, performance was measured based on a weighted average of the Company’s achievement of three performance goals:

·local currency adjusted earnings per share (60% weight),
·adjusted gross profit as a percentage of revenue (20% weight), and
·adjusted cash flow (20% weight).

These are non-GAAP financial measures.  See the tables and their footnotes below for information regarding these measures and how they were calculated.

For some officers, including three of the named executive officers as discussed below, the Company also used a measure of group operating profit, group revenue, and group working capital levels.
 
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In light of the foregoing, the Company’s objective is to set incentive goals that are quantitative and measurable and that represent meaningful improvement from the prior year while still being capable of achievement at the “target” level. See page 44 for a detailed description of the current targets. Each of these targets is an objective measure of performance that we believe is widely accepted by investors. After the end of the year, the Company compares Sensient’s actual annual performance against the goals for each of the performance measures to determine the amount (if any) that it pays the eligible executive officersAwards earned under the annual incentive plan applicable for the year, subject to Committee discretion to reduce the awardsin 2017, based upon targets set in December 2016, were as described above. For example, in 2015 the Chief Executive Officer can earn an incentive payment equal to 85% of base salary under the annual incentive plan applicable to him if “target” performance is achieved for each of the local currency earnings per share, gross profit as a percentage of revenue and cash flow performance measures during the fiscal year. The other named executive officers currently would earn 65% of their base salaries in the case of “target” local currency earnings per share, gross profit as a percentage of revenue and cash flow performance. Performance in excess of the targeted level in any performance goal results in a payment of up to double the weighted amount of that performance goal if a specified “maximum” is achieved. For example, performance in excess of the targeted level of cash flow (which is given 20% weight in the formula) could result in a maximum of 40% (200% of the 20% weight) of the award being earned for the cash flow performance goal. Lower performance in one or more performance goals can result in a reduced award, subject to a specified “minimum” level for each of local currency earnings per share, gross profit as a percentage of revenue and cash flow. The Committee determined that these levels of annual incentive bonuses were appropriate based on analysis of the most recent Comparable Company Data. Nonetheless, the target percentage payout may vary from year to year. The amount Sensient pays will also increase or decrease from year to year in accordance with measuring actual performance against our target performance measures.
For awards made in 2013 to be based on performance during 2014, amounts paid under the bonus plan were based on the performance goals and specific targets described in the table below for Sensient as a consolidated whole, subject to adjustment for excluded items as provided in the plan.below:

Performance Goal
2017 Target (1) and
Percentage of Target Award Earned
 2017 Calculation (2)
Percentage Weight
of Award Formula
  
Local currency adjusted earnings per share
$3.20 per share minimum, 30%;
$3.43 per share target, 100%;
$3.53 per share maximum, 200%
$3.40 per share
60% 
  
Adjusted gross profit as a percentage of revenue
34.9% minimum, 0%;
35.4%, 30%;
35.65% target, 100%;
35.9% maximum, 200%
  35.2% 20% 
  
Adjusted cash flow
$192.4 million minimum, 0%
$196.3 million, 30%;
$202.1 million target, 100%;
$205.9 million maximum, 200%
 $167.8 million20% 
Performance Goal2014 Target(1) and Percentage
of Target Bonus Earned
2014 Actual
Results(2)
Percentage
Weight of
Bonus
Formula
 
Consolidated earnings per share$2.72 per share minimum, 30%;$3.02 per50%
$2.88 per share target, 100%;share 
$2.96 per share maximum, 200%  
 
Gross profit as a percentage of revenue32.7% minimum, 30%;33.9%30%
32.8% target, 100%;  
32.9% maximum, 200%  
    
Cash flow$169.7 million minimum, 30%;$201.420%
$173.0 million target, 100%;million 
$176.3 million maximum, 200%  

(1)Each performance goal for 2014 was subject to aA minimum, target, and maximum payment level were set for each performance goal for purposes of determining any awards as shown above. 20142017 performance below the minimum level would have resulted in 0% of the target bonus paidno payment for that performance goal and 20142017 performance equal to or above the maximum level would have resulted in a payment of 200% of the target bonus paidaward for that performance goal. InterpolationWhen performance fell between various payment levels, interpolation was used to calculate the payout whenpayment level. Actual payments to our named executive officers earned based on 2017 performance fell between the minimum and target or betweenranged from 17.4% to 76.2% of the target award amounts and maximum levels. The 2014 consolidated earnings per share minimum, target and maximum amounts have been restated (by an increase of 2 cents to each amount) to removeare reflected in the impact of 2014 discontinued operations.Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”

(2)The Annual Plansannual incentive plans provide that in comparing actual performance against the targeted Performance Goals,performance goals, the Compensation Committee may exclude from the comparison any item that was not considered for the establishment of the Performance Goalsperformance goals and is related to an activity or event that is outside of the Company’s ordinary course of business as it deems appropriate, provided the exclusion does not cause the award to fail to constitute “performance-based compensation” under Section 162(m) of the Internal Revenue Code. The Committee setCompany’s local currency adjusted results exclude restructuring and other costs, the 2014 targets excluding any restructuring costsimpact of the Tax Cuts and Jobs Act (“2017 Tax Legislation”), and the impact of 2014 discontinued operations.foreign exchange rates. The exclusion made toCommittee set the 2017 targets excluding the results of the European Natural Ingredients business (which the Company sold in March 2017) and impact of any accounts receivable securitization transactions. These exclusions increased earnings per share pursuant to this provision for 2014 was $1.51. Cashby $1.37, increased adjusted gross profit by 30 basis points, and decreased adjusted cash flow was adjusted by $12.2$12.7 million for payments related to the restructuring activities.in 2017.
 
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OnIn December 4, 2014, the Compensation Committee set the performance goals under our2017, Sensient issued annual cash incentive plans for fiscal 2015. For awards madethat are contingent upon the achievement of performance goals during 2018. As in 2014 to be based on2017, performance during 2015, amounts paid under the bonus plan will be measured based onupon a weighted average of the Company’s achievement of three performance goals – local currency adjusted earnings per share (60% weight), adjusted gross profit as a percentage of revenue (20% weight) and specificadjusted cash flow (20% weight). The annual cash incentive awards are subject to a target level for each of the three performance goals, with awards for the named executive officers in the range of 65% to 100% of annual base salary (depending on the officer’s position in the Company) paid if the target levels are achieved for each performance goal. Performance in excess of the targeted levels allows for an increased award, but awards are capped at 200% of the award at the targeted levels. Performance below the targeted levels can result in a proportional award, or no award at all if none of the minimum threshold levels are achieved. These targets and financial goals are those that the Compensation Committee determines are important to achieving increased shareholder value over the long term without undertaking unnecessary or excessive risks. The Compensation Committee generally sets target award levels that keep Sensient’s levels at least competitive with its industry and provide meaningful incentives for superior performance.
41
Award targets under the annual incentive plan for 2018, based upon targets set on December 7, 2017, are as described in the table below. In setting the targets below, for Sensient as a consolidated whole, subjectthe Compensation Committee used peer company performance data in order to adjustment for excluded items as providedestablish targets that were challenging, yet achievable and also in line with past performance within the plan.peer group.

Performance Goal
2018 Target (1) and
Percentage of Target Award Earned
 2017 Baseline (2)
Percentage Weight
of Award Formula
  
Local currency adjusted earnings per share
$3.40 per share minimum, 30%;
$3.61 per share target, 100%;
$3.74 per share maximum, 200%
$3.42 per share
60% 
  
Adjusted gross profit as a percentage of revenue
35.2% minimum, 0%;
35.7%, 30%;
35.95% target, 100%;
36.2% maximum, 200%
35.2% 20% 
  
Adjusted cash flow
$167.8 million minimum, 0%
$171.2 million, 30%;
$176.2 million target, 100%;
$179.6 million maximum, 200%
 $167.8 million20% 
Performance Goal
2015 Target(1) and Percentage
of Target Bonus Earned
2014 Actual
Results(2)
Percentage
Weight of
Bonus
Formula
    
Local currency consolidated earnings per share$2.95 per share minimum, 30%;$3.02 per50%
 $3.16 per share target, 100%;share 
 $3.24 per share maximum, 200%  
    
Gross profit as a percentage of revenue34.0% minimum, 30%;33.9%30%
 34.1% target, 100%;  
 34.2% maximum, 200%  
    
Cash flow$205.4 million minimum, 30%;$201.420%
 $209.4 million target, 100%;million 
 $213.4 million maximum, 200%  

(1)Each performance goal for 2015 is subject to a minimum,Minimum, target, and maximum payment levels are set for each performance goal for purposes of determining any awards, as shown above. 20152018 performance below the minimum level wouldwill result in 0% of the target bonus paidno payment for that performance goal and 2015goal; 2018 performance equal to or above the maximum level wouldwill result in a payment of 200% of the target bonus paidaward level for that performance goal. InterpolationShould performance fall between the various payment levels, interpolation will be used to calculate the payout if the performance falls between the minimum and target or between the target and maximum levels.payment level.

(2)The 2014 Actual Results (adjusted for excluded items discussed earlier)2017 Baseline for each performance goal is provided solely for comparison against the 20152018 targeted Performance Goals.performance goals. The annual incentive plans provide that in comparing performance against the targeted performance goals, the Compensation Committee may exclude from the comparison any item that was not considered for the establishment of the performance goals and is related to an activity or event that is outside of the Company’s ordinary course of business as it deems appropriate, provided the exclusion does not cause the award to fail to constitute “performance-based compensation” under Section 162(m) of the Internal Revenue Code, to the extent applicable. The Company’s local currency adjusted results exclude restructuring and other costs, the impact of the 2017 Tax Legislation, and the impact of foreign exchange rates. The Committee set the 2018 targets excluding the results of the European Natural Ingredients business and the impact of any accounts receivable securitization transactions. The 2017 Baseline figures noted in the table above are adjusted for these amounts using the actual 2017 foreign exchange rates.

For 2014The Company’s objective is to set incentive goals that are quantitative and 2015,measurable and that represent meaningful improvement from the namedprior year while still being capable of achievement at the “target” level. Each of these targets is an objective measure of performance that we believe is widely accepted by investors. After the end of the year, the Company compares Sensient’s performance against the goals for each of the performance measures to determine the amount (if any) that it pays the eligible executive officers except Mr. Geraghtyunder the applicable annual management incentive plan, subject to Committee discretion to reduce the awards as described above. The Committee determined that these levels of annual incentive awards were appropriate based on analysis of the most recent Comparable Company Data. Nonetheless, the target percentage payout may vary from year to year. The amount Sensient pays will also increase or decrease from year to year in accordance with measuring performance against our target performance measures.

Messrs. Manning (Chairman, President, and CEO) and Rolfs (CFO) received orand will receive incentive compensation opportunities based onupon the performance of the Company as a whole, rather than on the performance of any specific business unit of the Company. Mr. Geraghty’sThe incentive compensation was and will beof each of our Group Presidents is based 70% on theupon performance of the Colorapplicable Group and 30% on the performance of the Company as a whole.

In December 2011, Sensient adopted a new clawback policy, effective January 1, 2012, for the recovery of equity- based and other incentive compensation from the offending officer or officers if Sensient is required to prepare an accounting restatement due to Sensient’s material noncompliance with any financial reporting requirements under the securities laws as a result of misconduct from a current or former executive officer. Under the clawback policy, the Compensation Committee has discretion to recover any bonus or other incentive-based or equity-based compensation received by the offending officer during the 12-month period following the first public issuance or filing of the noncompliant financial document and any profits realized by the offending officer from the sale of Sensient securities during that 12-month period. Although it appears likely that a three-year clawback policy will be required under future SEC regulations and NYSE listing standards called for by the Dodd-Frank Act, those specific requirements have not yet been proposed or adopted. The Company decided to adopt a clawback policy even before the SEC requirements become effective in order to minimize any investor concerns in this regard.
 
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Equity Awards

In recent years, Sensient has provided equity incentive compensation to its executive officers primarily through the Company’s 19982007 Stock Plan and, 2002beginning in 2017, the 2017 Stock Option PlansPlan. The Company’s 2017 Stock Plan was approved by the Company’s shareholders in 2017 and is substantially similar to the 2007 Stock Plan (collectively, the “Plans”).Plan. We believe that including a significant level of equity-based awards aligns the financial interests of our management with those of Sensient’s shareholders as well as with the long-term strategic objectives of the Company since the ultimate value of equity-based awards is tied to the value of Sensient’s stock over the long term and these awards provide executives with a further equity stake in the Company. This is especially true in light of the Company’s robust stock ownership and “hold-to-retirement” requirements for executives,the Chief Executive Officer, discussed below.

Sensient’s long-term equity incentive compensation for its principalnamed executive officers in recent years has been composed entirely of restrictedperformance stock awards,units, with no stock options.options or time-vested restricted stock. The 20072017 Stock Plan authorizes the Committee to make restricted stock grants that may include both time vesting and performance-based elements.

In December 2014,2017, the Compensation Committee awarded performance stock units that are calculated based on future performance over a three-year performance period and which are based on a weighted average of two performance metrics – local currencymetrics:

·adjusted EBIT growth (70% weight) and
·adjusted return on invested capital (30% weight).
These are non-GAAP financial measures.  See the tables and return on invested capital (30% weight). In December 2014, the equity awards to the named executive officers consisted 100% of performance stock units. their footnotes below for information regarding these measures and how they were calculated.
The performance stock units, ifto the extent earned, will vest (i.e., become freely transferable) after three years or, ifyears. If the individual’s employment terminates because of death, disability, or retirement after reaching retirement age, before the end of the three-year performance period, a prorated portion of the performance stock units (calculated by dividing the number of full months of the performance period that the individual worked for the Company by thirty-six), if earned, will vest onafter three years. The Compensation Committee, in its sole discretion, may vest some or all of the dateremaining performance stock units eligible for vesting. If a change of control occurs during the individual’s employment terminates. Forthree-year performance period, the Company will issue one share of stock per performance stock unit that could become vested assuming performance at 100% of target levels.
43
Award targets under the performance stock unit awards granted in 2014 and based on our three-year performance during 2015-2017, the performance stock units2017 are based on a weighted average of the performance goals and specific targetsas described in the table below. In setting the targets below, for Sensient as a consolidated whole, subjectthe Compensation Committee used peer company performance data in order to adjustment for excluded items as providedestablish targets that were challenging, yet achievable and also in line with past performance within the applicable Plan.peer group.
Three-Year Performance Goal
2018-2020 Target (1) and
Percentage of Performance Goal Earned
2017
Baseline (2)
Percentage Weight
of PSU Award
 Formula
   
Local currency adjusted EBIT growth
-5% Compound Annual Growth Rate (CAGR) on 2017 EBIT minimum, 0%;
0% CAGR on 2017 EBIT, 25%;
5% CAGR on 2017 EBIT target, 100%;
8% CAGR on 2017 EBIT maximum, 150%
$215.7 million
70% 
  
Adjusted return on invested capital
25 basis points decrease on 2017 ROIC minimum, 0%;
No change on 2017 ROIC, 25%;
25 basis points increase on 2017 ROIC target, 100%;
50 basis points increase on 2017 ROIC maximum, 150%
10.9%30% 

Three Year Performance Goal
2015 Target(1) and Percentage of
Performance Goal Earned
2014 Actual
Results(2)
Percentage
Weight of
PSU Award
Formula
    
Local currency EBIT growth-5% Compound Annual Growth Rate (CAGR) on$221.2 million70%
 2014 actual EBIT minimum, 0%;
 0% CAGR on 2014 actual EBIT; 25%  
 5% CAGR on 2014 actual EBIT target, 100%;  
 7% CAGR on 2014 actual EBIT maximum, 150%  
    
Return on invested capital50 basis points decrease on 2014 actual ROIC10.2%30%
 minimum, 0%;  
 No change on 2014 actual ROIC target, 50%;  
 50 basis points increase on 2014 actual ROIC maximum, 150%  
(1)Each three-year performance goal for 2015-20172018-2020 is subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance below the minimum level would result in 0% of the target earnedno award for that performance goal and three-year performance equal to or above the maximum level would result in an award of 150% of the target earnedlevel for that performance goal. Interpolation will be used to calculate the payoutaward if the performance falls between the various levels.

(2)The 2014 Actual ResultsCompany’s local currency adjusted results exclude restructuring and other costs, the impact of the 2017 Tax Legislation, and the impact of foreign exchange rates. The 2017 Baseline for each performance goal is provided solely for comparison and have been adjusted forexcludes the results of the European Natural Ingredients business and the impact of restructuring costs.any accounts receivable securitization transactions.

For 2014all outstanding performance stock unit awards, any executive officer whose employment with the Company terminates because of death, disability, or retirement after reaching retirement age, prior to the end of the three yearthree-year performance period, will become vested in the full award determined pursuant to the formula multiplied by the number of full months elapsed since the beginning of the performance period divided by thirty-six, provided, however, that the Compensation Committee, in its sole discretion, may vest some or all of the remaining performance stock units eligible for vesting. UponIf a change of control occurs during the three-year performance period, the Company will issue one share of stock per performance stock unit that could become vested assuming performance at 100% of target levels.

45
For 2013Since 2014, Sensient has issued 100% performance stock unit awards anyto its executive officer that has reached retirement age, received performance stock unit awards and worked for the Company during any part of the performance period, before voluntarily terminating his or her employment with the Company, will become vested in the full award determined pursuant to the formula upon the expiration of the two-year performance period. The Compensation Committee, in its sole discretion, may vest some or all of the performance stock units eligible for vesting to any executive officer that voluntarily terminates his or her employment with the Company after the two-year performance period but before the end of the restricted period and before such officer has reached retirement age. Any executive officer whose employment with the Company terminates because of death or disability after the two-year performance period but prior to the end of the three year restricted period will become vested in the full award determined pursuant to the formula multiplied by the number of full months elapsed since the beginning of the restricted period divided by thirty-six, provided, however, that the Compensation Committee, in its sole discretion, may vest some or all of the remaining performance stock units eligible for vesting. Upon a change of control during the two-year performance period, the Company will issue one share of stock per performance stock unit that could become vested assuming performance at 100% of target levels.

The equity awards to the named executive officers between 2007 and 2012 were based on time-vesting and ordinarily would vest (i.e., become freely transferable) on the five year anniversary of the grant date or when the individual retires after attaining age 65 (if earlier). The equity awards to the named executive officers in 2013 consisted of (a) 50% time-vesting restricted stock that ordinarily would vest on the three year anniversary of the grant date or when the individual retires after attaining age 65 (if earlier) and (b) 50% performance stock units with a two-year performance period that ordinarily would vest on the on the three year anniversary of the grant date, when the individual retires after attaining age 65 (if earlier). Time-vesting  awards to Messrs. Kenneth Manning, Hobbs and Hammond all vested immediately upon grant because each has attained age 65.

Beginning in 2007, Sensient switched from primarily issuing options to relying instead on restricted stock awards because accounting rule changes made options less efficient for the Company by requiring that stock options (like restricted stock awards) be expensed over the vesting period (or until age 65) whether or not the options were ever exercised by the executive. Although we have recently modified the performance and vesting criteria for our equity awards, inofficers. In future years, our Compensation Committee may further grant equity awards using the same performance criteria as for the non-equity based cash incentive plan discussed above, using entirely different criteria, providing for time vesting without regard to any performance criteria, or inusing any combination of these alternatives.
44
The following table shows the performance metrics and weighting that the Compensation Committee set for our 2014 performance stock units and our degree of attainment of these goals:

Three-Year Performance Goal
2015-2017 Target (1) and
Percentage of Performance Goal Earned
2015-2017
Calculation (2)
Percentage Weight
 of PSU Award
 Formula
Local currency adjusted EBIT growth
-5% Compound Annual Growth Rate (CAGR) on 2014 EBIT minimum, 0%;
0% CAGR on 2014 EBIT, 25%;
5% CAGR on 2014 EBIT target, 100%;
7% CAGR on 2014 EBIT maximum, 150%
$235.9 million (2.23% CAGR)
70%
Adjusted return on invested capital
50 basis points decrease on 2014 ROIC minimum, 0%;
No change on 2014 ROIC, 50%;
50 basis points increase on 2014 ROIC maximum, 150%
10.9%
(70 bps increase)
30%

(1)Each three-year performance goal for 2015-2017 is subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance below the minimum level would result in no award for that performance goal and three-year performance equal to or above the maximum level would result in an award of 150% of the target level for that performance goal. Interpolation will be used to calculate the award if the performance falls between the various levels.

(2)Our stock plans provide that in comparing performance against the targeted performance goals, the Compensation Committee shall adjust performance targets to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes, the effect of foreign currency translation or other extraordinary events not foreseen at the time the targets were set unless the Committee provides otherwise at the time of establishing the targets. The Company’s local currency adjusted results exclude restructuring and other costs, the impact of the 2017 Tax Legislation, and the impact of foreign exchange rates. The Committee set the 2015-2017 targets excluding the results of the European Natural Ingredients business (which the Company sold in March 2017).  This exclusion decreased local currency adjusted EBIT by $0.2 million and had no impact on adjusted return on invested capital.

Based on 2015-2017 performance, each named executive officer (other than Mr. Grover) received 85.6% of the 2014 performance stock unit award. Mr. Paul Manning earned 28,762 performance stock units, Mr. Rolfs earned 13,011 performance stock units, Mr. Geraghty earned 6,762 performance stock units, and Mr. Wilkins earned 7,190 performance stock units. The performance stock units earned by each named executive officer (other than Mr. Grover) vested on February 8, 2018.
45
Stock Ownership Guidelines

Even when the restrictions have lapsed on equity awards, Sensient has long had a written policypolicies that generally requiredrequire executive officers and employeesindependent directors to hold all of their Sensient stock throughoutuntil their employment. Until 2011retirement from Sensient. In 2017, the written policy indicatedCompensation Committee, partially based upon feedback from a number of third party advisors interviewed in 2017 for the role of compensation consultant (for which the Company ultimately engaged Alvarez & Marsal), modified the hold-to-retirement provisions of its stock ownership guidelines for elected officers so that they now apply to the Chief Executive Officer should own stock (excluding unexercised stock options but including restricted stock) with a value of at least four times his annual base salary and thatnot the other executive officers should ownofficers. The Company’s prior hold-to-retirement provisions were unusual in the market.  The Company believes that the rigorous application of the hold-to-retire policy to all executives in combination with the Company’s 100% performance stock withgrants and other policies was even more unusual and could potentially harm the Company’s ability to attract and retain executive talent. The “hold-to-retirement” policy (as revised) applies to any additional net shares awarded by the Company to the Chief Executive Officer in the future and requires him to hold such shares until he retires or is no longer employed by the Company, except that he may: (1) exercise and sell shares from an option expiring within one year; (2) at age 60 or over, sell pursuant to a valueBoard-approved Rule 10b5-1 plan; and (3) sell up to 50% of at least two or three times their annual base salaries. In 2011shares upon the policy was amendedvesting of restricted stock to increase thepermit payment of related federal and state income and payroll taxes.

The Company’s stock ownership requirement to beguidelines for elected officers are applicable within three years from theiran officer’s date of election forand provide as follows:

·
the Chief Executive Officer should own stock with a value of at least six times his annual base salary;
·
Senior Vice Presidents (currently Mr. Rolfs) should own stock with a value of at least four times their annual base salaries; and
·
other executive officers should own stock with a value of at least two times their annual base salaries

(in each case ownership excludes unexercised stock options, but includes all restricted stock and performance stock units at the Chief Executive Officer to six times his annual base salary and to increase the requirement for Senior Vice Presidents (currently Messrs. Hammond and Rolfs) to four times their annual base salaries. “target” payment amount).

The policy also prohibits hedging transactions using Company stock, the use of Company stock as collateral in a margin account, and loans of Company stock for purposes of short selling.

The 2011 amendments also formalized Sensient’s “hold-to-retirement” policy for any additional net shares awarded by the Company in the future until the executive retires or is no longer employed by the Company, with the exceptions noted above for: (1) exercise and sales of shares from an option expiring within one year, (2) executives aged 60 or over who sell pursuant to a Board-approved Rule 10b5-1 plan and (3) sales of up to 50% of shares upon the vesting of restrictedCompany’s stock to permit payment of related federal and state income and payroll taxes. In December 2013 the policy was amended to include the new performance stock units at the “target” payment amount for determining the amount of stock held by an individual subject to the policy. The Company also amended its written policyownership guidelines for independent directors by increasingprovide that independent directors should own at least 1,000 shares of Common Stock (excluding unexercised stock options but including restricted stock) within a year following a director’s initial election to the stock ownership requirementBoard and addingshares with a “hold to retirementvalue of at least five times the annual retainer for directors after five years of service on the Board. This policy includes a “hold-to-retirement from the Board” requirement for at least 75% of any additional net shares awarded to them, with exceptions for the sale of shares from the exercise of options expiring within one year, or the sale of up to 50% of restricted shares upon vesting (to permit payment of related taxes). The minimum ownership component now requires that directors should own at least 1,000 shares of Sensient common stock (excluding unexercised stock options but including restricted stock) within a year following a director’s initial election to the Board and shares with a value of at least five times the annual retainer for directors after five years of service on the Board. This policy also prohibitsdirector guidelines similarly prohibit hedging transactions using Company stock, the use of Company stock as collateral in a margin account, and loans of Company stock for purposes of short selling.

All of the Company’s directors and named executive officers comply with these robust stock ownership requirements and the Company’s policies against hedging, short selling, and use of Company stock as collateral. As a result, the portion of an executive’s net worth invested in Sensient stock generally increases throughout the executive’s career, which createscreating a strong alignment with the interests of our shareholders. Based

Executive Compensation Clawback Policy

Sensient’s clawback policy became effective on publicly available information,January 1, 2012. The policy provides for the recovery of equity-based and other incentive compensation from the offending officer(s) if Sensient is required to prepare an accounting restatement due to Sensient’s material noncompliance with any financial reporting requirements under the securities laws as a result of misconduct from a current or former executive officer. Under the policy, the Compensation Committee has discretion to recover any bonus, or other incentive-based or equity-based compensation, received by the offending officer during the 12-month period following the first public issuance or filing of the noncompliant financial document and any profits realized by the offending officer from the sale of Sensient securities during that 12-month period. It is uncertain whether a three-year clawback policy will be required under future SEC regulations and NYSE listing standards called for by the Dodd-Frank Act. The Company decided to adopt a clawback policy even before the SEC requirements become effective in order to minimize any investor concerns in this regard. If new SEC or NYSE requirements become effective, we believe the combination ofwill amend our robust stock ownership requirements and hold-to-retirement policy (with limited exceptions) is unique within our peer group and should help assure that this will continue.as necessary to comply with those requirements.
 
46
Retirement Benefits

See the description of Sensient’s supplemental retirement plan included in the compensation tables portion of this proxy statement.

Other Benefits

Sensient’s executive officers receive various other benefits in the same manner as other salaried employees. For example, the Company provides executive officers and salaried employees with health insurance, vacation, and sick pay. For key executives, Sensient has also provided other benefits, including automobiles, club memberships, financial planning, and sometimes relocation assistance or other benefits.

Chief Executive Officer’s Employment Agreement

Mr. Paul Manning is the only officer of the Company who currently has an employment agreement. A description of certain terms of Mr. Paul Manning’s employment agreement is provided below.

Compensation for Mr. Paul Manning

Mr. Paul Manning has an employment agreement with the Company that commenced on February 2, 2014.9, 2017. The initial term of employment is three years, commencing on the effective date, and the employment agreement is renewable by mutual agreement.date. The agreement provides for the payment of base salary (subject to annual adjustment by mutual agreement), plus bonus eligibility (with no guarantee that any bonus will be earned and paid), participation in incentive, savings, and retirement plans, and customary benefits. The agreement containsincorporates by reference a one-year non-competition covenant that will begin on the date Mr. Paul Manning ceases to serve as Chief Executive Officer.

For 2014,2015, 2016, and 2017, Sensient’s principal corporate goals and objectives relevant to Mr. Paul Manning’s compensation were to achieve excellent overall financial performance and increased shareholder value by executing Sensient’s strategic plans, including strengthening Sensient’s management organization.

For 2014,2015, 2016, and 2017, the Committee set Mr. Paul Manning’s base salary at $800,000$840,000, $875,000, and $910,000 per annum. Thisannum, respectively. Each amount was selected based on the evaluations described above and on Sensient’s overall financial performance and Mr. Paul Manning’s leadership role. In addition, for fiscal 2014,2015, and 2016, his potential annual bonus paymentcash incentive award was 85% of base salary at “target” performance, which was somewhat below potential bonusesawards of other companies based on the Comparable Company Data. For 2014fiscal 2017, his potential annual cash incentive award was 100% of base salary at “target” performance. For 2015, 2016, and 2017, the target bonusesawards were based on a weighted average of the Company’s achievement of three performance goals – local currency adjusted earnings per share, (50% weight),adjusted gross profit as a percentage of revenue, (30% weight) and adjusted cash flow (20% weight). See pages 43 and 44 for a further description of the specific targets for 2014 and 2015, respectively.flow.

Sensient granted Mr. Paul Manning 25,000 shares of time-based vesting restricted stock in 2012, 20,500 shares of time-based vesting restricted stock and 20,50035,400 performance stock units in 2013 and  33,6002015, 34,900 performance stock units in 2014.2016, and 39,100 performance stock units in 2017. The award for each year was based on Mr. Manning’s performance with respect to the year in which the award was granted in accordance with the evaluation described above. The criteria for equity compensation awards are discussed in the subsection above entitled “Equity Awards.”

For 20142017, Mr. Manning also participated in the Company benefit plans available to other executive officers, including the SERP, the supplemental benefit plan, and the deferred compensation plan. Mr. Manning’s participation in these retirement plans was on the same basis as other executive officers of the Company.

Sensient’s Chief Executive Officer typically receives a higher salary, a higher potential bonus, and larger equity awards than our other executive officers, which is typicalconsistent with the practices of the companies included in the Comparable Company Data.
47
Expired Employment Agreement with Mr. Kenneth ManningData and most other public companies.

Mr. Kenneth Manning had anManning’s employment agreement with the Company that expired by its terms on February 1, 2014. The agreement providedincludes significant obligations upon early termination of employment (regardless of a change of control) without “cause” or for the payment“good reason” as defined therein and as described below under “Potential Payments Upon Termination or Change of base salary (subject to annual adjustment by mutual agreement), plus bonus eligibility (with no guarantee that any bonus will be earned and paid), participation in incentive, savings and retirement plans, and customary benefits. The agreement contained a one-year non-competition covenant that will begin on the date Mr. Kenneth Manning ceases to serve as Chairman of the Board.

For 2012, 2013 and 2014, the Committee set Mr. Kenneth Manning’s base salary at $1,035,400, $1,066,500 and $1,098,500 per annum, respectively. Each amount was selected based on the evaluations described above and on Sensient’s overall financial performance and Mr. Kenneth Manning’s leadership role. For fiscal 2012, 2013 and 2014, his potential annual bonus payment was 85% of base salary paid at “target” performance. For 2012 the target bonuses for all of the named executive officers (including Mr. Kenneth Manning) were based primarily on earnings per share, but also included additional targets based on improvements in cash flow, return on invested capital, revenue, and gross profit as a percentage of revenue (subject to an overall maximum on the aggregate incentive compensation awarded). For 2013 the target bonuses were again based primarily on earnings per share, with additional targets based on improvements in cash flow, return on invested capital, and gross profit as a percentage of revenue (subject to an overall maximum on the aggregate incentive compensation awarded). For 2014 the target bonuses were based on a weighted average of the Company’s achievement of three performance goals – earnings per share (50% weight), gross profit as a percentage of revenue (30% weight) and cash flow (20% weight). For 2014, Mr. Kenneth Manning was eligible to receive a bonus based on a percentage of his salary paid in 2014. See page 43 for a further description of the specific targets for 2014.

Sensient did not grant an equity award to Mr. Kenneth Manning in 2014 in connection with his employment agreement or retirement. Sensient granted Mr. Kenneth Manning 90,000 shares of time-based vesting restricted stock in 2012 and 33,500 shares of time-based vesting restricted stock and 33,500 performance stock units in 2013. The award for each year was based on Mr. Kenneth Manning’s performance with respect to the year in which the award was granted in accordance with the evaluation described above. The criteria for equity compensation awards are discussed in the subsection above entitled “Equity Awards.Control.”

Until his retirement on February 1, 2014, Mr. Kenneth Manning participated in the Company benefit plans available to other executive officers, including the SERP, the supplemental benefit plan and the deferred compensation plan, on the same basis as other executive officers of the Company.
47

Change of Control Agreements

The Company maintains change of control agreements with all of its elected executive officers, including the named executive officers. These agreements are customary in Sensient’s industry and help to attract and retain key executives in the event of a change of control. These agreements are not employment agreements and have no effect unless there is a change of control. UnderFor these purposes, a “change of control” ordinarily occurs if a person acquired 30% or more of Sensient’s Common Stock, a majority of Sensient’s Board consists of persons other than those nominated by the Board, or Sensient is a party to a merger, consolidation, or sale of assets, or acquires the assets of another entity and Sensient’s owners have less than 50% of the Common Stock and voting power of the resulting entity.

Each of these agreements provides that in the event that there is an acquisition or otherof a change of control, of the Company, the Company will continue to employ the executive for a period of three years.years following the date of such change of control. During this period, the executive will receive as compensation a base salary, subject to annual adjustment, bonus awards in accordance with past practice, and all other customary benefits in effect as of the date of the change of control. Each agreement can be terminated upon 30 days’ notice by the Company in the event of the executive’s disability. The agreements can also be terminated by the Company for “cause” and by the executive for “good reason.” (See “Potential(See “Potential Payments Upon Termination or Change of Control” below for a description of “cause” and “good reason” as used in the agreement.) Until 2010, the agreements provided that a termination by the executive for any reason during the 30-day period immediately following the first anniversary of the change of control was deemed to be a termination for good reason, but they were amended in 2010 to delete that provision. If terminated by the Company other than for cause or disability, or by the executive for good reason, the Company will pay the executive an amount equal to the sum of (i) accrued unpaid deferred compensation and vacation pay and (ii) three times the sum of the executive’s base salary plus the greater of the highest annual bonus (x) for the last five years or (y) since reaching age 50. The executive will also be entitled to coverage under existing benefit plans and benefits for three years and a payment equal to the vested amounts plus a payment equal to three additional years of employer contributions under Sensient’s retirement and deferred compensation plans, which generally provide for full vesting if a change of control occurs. The circumstances under whichIf terminated for cause, the Company will pay the executive his annual base salary through termination. If the executive’s employment may cease generally are a terminationis terminated by reason of death or disability, the employee without cause within three years after an acquisitionCompany will pay certain accrued obligations and other customary death or an employee choosing to leave for a specified good reason within that period. disability benefits. See “Tax“Tax Aspects of Executive Compensation” below. The Compensation Committee believes that these change of control benefits as revised, are important for attracting and retaining executive talent, and help to ensure that executive officers can remain focused during periods of uncertainty, and that protecting the executives in this way serves Sensient’s long-term best interests.interests and the long-term best interests of all stakeholders. Sensient has established a so-called “Rabbi Trust” for the payments of the Company’s obligations in the event of a change of control. As noted above, the Company also has an employment agreement with Mr. Paul Manning that includes significant obligations upon early termination of employment (regardless of a change of control) without “cause” as defined therein. See “Potential Payments Upon Termination or Change of Control” for further information about these agreements.

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Tax Aspects of Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits the corporate tax deduction for compensation paid to certain executive officers that is not “performance based” to $1 million annually per executive officer. Prior to January 1, 2018, there was an exception to this limit for “performance-based” compensation and Sensient’s stock and incentive plans have beenwere designed so that outstanding stock option awards granted to the covered individuals meetmet the performance-based compensation exception to Section 162(m) requirements for performance-based compensation. .

However, the Company hasas previously noted, that there may behave been instances in which the Company determinesdetermined that it cannotcould not structure compensation to comply with these requirements and that, inthe Section 162(m) requirements. In those instances, the Compensation Committee may electhave elected to structure elements of compensation to accomplish business objectives that are in the best interests of the Company and its shareholders, even though doing so may reducehave reduced the amount of Sensient’s tax deduction for the compensation. In addition, as an executive approaches age 65, the compensation expense amortization of his restricted stock awards accelerates, potentially triggering the Section 162(m) limitation. The compensation of Mr. Kenneth Manning in 2012 and 2013, and the compensation of Mr. Hammond in 2012, exceeded the Section 162(m) limitation, primarily as a result of their restricted stock awards.

Other provisions of the Internal Revenue Code also can affect the decisions that Sensient makes. Under Section 280G of the Internal Revenue Code, a 20% excise tax is imposed upon executive officers who receive “excess” payments upon a change in control of a public corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over annual compensation, determined by a five-year average. A company also loses its tax deduction for “excess” payments. Sensient’s change of control employment and severance agreements do not provide for tax gross-ups. See “Compensation“Compensation Objectives and Philosophy” above.

In addition, the Internal Revenue Code was recently amended to imposeimposes a surtax under Section 409A of the Internal Revenue Code under certain circumstances when deferred compensation is paid to current or former executive officers of publicly-held corporations. We have structured our benefit plans and agreements to comply with Section 409A of the Internal Revenue Code in order to avoid any adverse tax consequences on the Company or its executive officers as a result of the surtax under Section 409A.
 
4948
Executive Compensation Tables (2012, 2013(2015, 2016, and 2014)2017)

Summary

The tables below summarize compensation to the Company’s Chief Executive Officer, Chief Financial Officer, and the Company’s three Group Presidents, who were the next three most highly compensated executive officers who were serving in those positions at the end of 2014 and former Chief Executive Officer who served until his retirement on February 1, 2014.2017.
 
SUMMARY COMPENSATION TABLE
 
Name and
Principal Position(1)
Year Salary ($)(3)  Bonus ($)  
Stock
Awards
($)(4)
  
Option
Awards
($)
  
Non-Equity
Incentive Plan
Compensation
($)(5)
  
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
  
All Other
Compensation
($)(7)(8)
  Total ($) 
Kenneth P. Manning(2)2014 $218,292  $-  $98,226  $-  $155,621  $218,000  $1,021,069  $1,711,208 
Chairman2013  1,066,500   -   3,252,850   -   1,813,050   -   197,372   6,329,772 
2012  1,035,400   -   3,240,000   -   1,364,140   630,000   223,730   6,493,270 
                                  
Paul Manning2014  800,000   -   2,001,216   -   1,360,000   3,751,000   86,854   7,999,070 
President and Chief2013  457,700   -   1,990,550   -   595,010   -   141,593   3,184,853 
Executive Officer2012  362,548   -   900,000   -   389,608   1,944,000   58,922   3,655,078 
                                  
Richard F. Hobbs2014  554,000   -  
 1,447,308
   -   720,200   775,000   76,266   3,572,774 
Senior Vice President2013  537,900   -   1,446,790   -   699,270   -   97,863   2,781,823 
and Chief Financial2012  522,200   -   1,440,000   -   526,117   227,000   99,137   2,814,454 
Officer                                 
                                  
John L. Hammond2014  395,400   -   1,101,860   -   514,020   554,000   58,405   2,623,685 
Senior Vice President,2013  383,900   -   1,097,230   -   499,070   -   66,634   2,046,834 
General Counsel and2012  372,700   -   1,080,000   -   375,495   162,000   73,334   2,063,529 
Secretary                                 
                                  
Stephen J. Rolfs2014  381,300   -   905,312   -   495,690   506,000   59,568   2,347,870 
Senior Vice President,2013  366,300   -   835,060   -   476,190   -   72,157   1,749,707 
Administration2012  352,200   -   792,000   -   354,842   400,000   63,825   1,962,867 
                                  
Michael C. Geraghty2014  355,610   -   470,524   -   276,469   1,575,000   37,699   2,715,302 
President, Color2013  325,740   -   466,080   -   230,726   -   41,666   1,064,212 
Group 2012  252,775   -   380,085   -   173,454   -   27,965   834,279 
Name and
Principal Position
Year Salary ($)(2) Bonus ($)(3)  Stock Awards
($)(4)
  
Option Awards
($)
  Non-Equity
Incentive Plan
Compensation
($)(5)
  
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
 All Other
Compensation
($)(7)(8)
 Total ($) 
Paul Manning2017 $910,000  $-  $  3,002,880  $-  $  528,710  $653,000  $126,291  $5,220,881 
Chairman, President and2016  875,000   -    2,703,354   -    1,144,245   320,000   100,937   5,143,536 
Chief Executive Officer2015  840,000   -    2,300,646   -    714,000   -   137,612   3,992,258 
                                 
Stephen J. Rolfs2017  457,600    -   898,560   -    172,813   152,000   63,935   1,744,908 
Senior Vice President2016  440,000    -    898,536   -    440,005   178,000   54,115   2,010,656 
and Chief Financial Officer2015  419,430    -   903,361   -    272,630   119,000   62,620   1,777,041 
                                  
Michael C. Geraghty2017  397,500   -   599,040   -    193,216   112,000   51,925   1,353,681 
President, Color Group2016  373,390   
-
   596,442   -    353,972   79,000   42,578   1,445,382 
2015  373,390   -   454,930   -    92,140   129,000   48,724   1,098,184 
                                  
Gautam Grover2017  350,200   -   514,560   -   39,676   -   35,217   939,653 
President, Flavors Group2016  340,000   60,750   518,982   -   137,211   -   26,770   1,083,713 
                                  
Robert Wilkins(1)2017  295,244   -   514,560   -   33,450   234,000   68,534   1,145,788 
President, Asia Pacific Group2016  266,705   -   518,982   -   156,648   -   62,506   1,004,841 
2015  287,516   -   402,938   -   127,657   37,000   70,502   925,613 
                                  

(1)The positions listed in the table above are as of December 31, 2014. Mr. Kenneth Manning retired as Chief Executive Officer on February 1, 2014Wilkins is an Australia-based employee and the Board appointed Mr. Paul Manning as Presidentamounts listed above under the columns entitled “Salary,” “Non-Equity Incentive Plan Compensation,” and Chief Executive Officer“All Other Compensation” are delivered in Australian dollars. In calculating the U.S. dollar equivalent for items that are not denominated in U.S. dollars, the Company converts each payment into U.S. dollars based on February 2, 2014.  Mr. Hobbs retired as Chief Financial Officer on February 6, 2015 andan average exchange rate for the Board appointed Mr. Rolfs as Senior Vice President and Chief Financial Officer on February 7, 2015.applicable year.

(2)Mr. Kenneth Manning’s 2014 total compensation includes $296,278 in director’s fees (annual retainer, meeting attendance and chairmanship fees) and $615,389 in advisory fees which, together with the Retirement Plan Benefits and Non-Retirement Plan Benefits described in footnotes (7) and (8) below, are reported under the column entitled “All Other Compensation” in the “Summary Compensation Table” above, and $98,226 in shares of restricted stock (awarded annually to each non-management director) which is reported in the column entitled “Stock Awards” in the “Summary Compensation Table” above. The Company generally pays director’s fees quarterly in advance. Mr. Manning received five quarterly payments of director’s fees and advisory fees during 2014, including a prorated payment of first quarter 2014 director’s fees and advisory fees paid on February 3, 2014 and an advance payment of first quarter 2015 director’s fees and advisory fees paid on December 18, 2014.
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(3)Includes amounts paid to Mr. Kenneth ManningWilkins in 20142015 for accrued and unused vacation, and amounts paid to Mr. Michael Geraghty in each year for accrued and unused paid time off.

(3)Includes 50% of the sign-on bonus paid to Mr. Grover in 2016, the remaining 50% of which was paid to Mr. Grover upon the commencement of his employment with Sensient in 2015.
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(4)The amounts in the table reflect the grant date fair value of stock awards to the named executive officer. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over the vesting period (or until retirement age) for stock awards granted to employees based on the estimated fair market value of the equity awards at the time of grant. The ultimate values of the stock awards to the executives generally will depend on the future market price of Sensient’s common stock,our Common Stock and achievement of performance conditions, which cannot be forecasted with reasonable accuracy. With respect to performance stock units, the amounts in the table assume the target level of performance conditions will be achieved. The values of the performance stock units at the grant date in 2017, 2016, and 2015, respectively, assuming the maximum level of performance conditions will be achieved are as follows: Mr. Paul Manning — $4,504,320, $4,055,031, and $3,450,969; Mr. Rolfs — $1,347,840, $1,347,804, and $1,355,042; Mr. Geraghty — $898,560, $894,663, and $682,395; Mr. Grover — $771,840 and $778,473; and Mr. Wilkins — $771,840, $778,473, and $604,407.

(5)Amounts shown represent the amounts earned under the Company’s annual management incentive plans with respect to the years indicated. The targets for each year were set in December of the preceding year. The amounts paid to these officers under the management incentive plans with respect to 20142017 and 2016 were based upon a weighted average of achievement of targeted levels of local currency earnings per share (60% weight), gross profit as a percentage of revenue (20% weight), and adjusted cash flow (20% weight). The amounts paid to these officers under the management incentive plans with respect to 2015 were based upon a weighted average of achievement of targeted levels of local currency earnings per share (50% weight), gross profit as a percentage of revenue (30% weight), and improvements inadjusted cash flow (20% weight) subject to a limit on aggregate. The amounts earned under the management incentive compensationplans are capped at 200% of the award at the targeted level for each executive. Amounts paid with respect to 2013 were based primarily upon achievement of a targeted level of earnings per share, and also supplementally included specified improvements in cash flow, return on invested capital and gross profit as a percentage of revenue, subject to a limit on aggregate incentive compensation for each executive. Amounts paid with respect to 2012 also supplementally included an increase in revenue. See “Components of Executive Compensation and Benefits Program — Annual Incentive Plan Bonuses” above and “Grants of Plan-Based Awards” below for more information about cash bonuses for 2014.above.

(6)Represents the increase in the actuarial present value of pension benefits during the specified fiscal year and the above market earnings on nonqualified deferred compensation. For the continuing participants collectively, most of the changechanges in pension valuesvalue for 20122015, 2016, and 2014 was2017 were a result of decreases in long-term federal interest rates. The change in pension values for 2012 and 2014 for Mr. Paul Manning was also a result of his first year of participation in 2012 and his promotion to President and Chief Executive Officer in 2014. The requirements for the calculation assume that vesting will occur and the calculation produces large numbers in the first year of participation and in a year with a significant increase in compensation even though he would not be eligible for any retirement benefit until 2030. The change in pension value for Mr. Geraghty was a result of his first year of participation in 2014. This benefit will not increase as a result of compensation increases after 2015 (after 2016 for Mr. Rolfs) because the SERP was frozen by the Board in 2014. See the “Pension Benefits” and “Nonqualified Deferred Compensation” tables below for further discussion regarding Sensient’s pension and deferred compensation plans.
 
5150
(7)Includes Company contributions under certain benefit plans and other arrangements for the named executive officers. These contributions are set forth in the following table. The Company’s ESOP and Savings Plan are tax- qualified plans subject to government imposed annual limitations on contributions. The Company’s Supplemental Benefits Plan, which is a non-tax-qualifiednon-qualified plan, replaces benefits whichthat cannot be provided by the tax-qualifiedqualified ESOP and Savings Plan because of these annual limitations. The amounts shown in the table below as contributed to the ESOP and Savings Plan whichthat exceed the applicable annual limits were contributed to the Supplemental Benefits Plan. Non-U.S. employees (such as Mr. Wilkins) maintain the retirement benefits from their home country. The Company’s contribution to Mr. Wilkins’ superannuation fund, a portable defined contribution plan similar to an individual retirement account, is made in lieu of his participation in the ESOP and Savings Plan. The superannuation fund is not sponsored by the Company, however, the Company is required by Australian law to make an annual contribution in an amount equal to 9.5% of Mr. Wilkins’ annual base salary and his contribution to the superannuation fund. The amounts related to retirement plan benefits listed under the column entitled “All Other Compensation” in the “Summary Compensation Table” above are listed in the table below:

Retirement Plan Benefits

NameYear ESOP  Savings Plan  Total 
 
Year
 
ESOP
  
Savings Plan
  
Superannuation
Fund
  
Total
 
K. P. Manning2014 $19,363  $77,451  $96,814 
2013  24,306   97,226   121,532 
2012  27,279   109,117   136,396 
             
P. Manning2014  13,950   55,800   69,750 2017 $20,542  $82,170  $-  $102,712 
2013  8,473   33,892   42,365 
2012  7,681   30,726   38,407 
             
R. F. Hobbs2014  12,533   50,131   62,664 
2013  10,640   42,561   53,201 
2012  11,749   46,997   58,746 
             
J. L. Hammond2014  8,945   35,779   44,724 
2013  7,594   30,376   37,970 2016  15,890   63,560   -   79,450 
2012  8,386   33,545   41,931 2015   22,000   88,000   -   110,000 
                              
S. J. Rolfs2014  8,575   34,300   42,875 2017  8,976   35,904   -   44,880 
2013  7,211   28,846   36,057 2016  7,126   28,505   -   35,631 
2012  7,882   31,529   39,411 2015  9,151   36,605   -   45,756 
                              
M. C. Geraghty2014  5,863   23,453   29,316 2017  7,515   30,059   -   37,574 
2013  4,992   19,968   24,960 2016  4,655   18,621   -   23,276 
 2012  3,420   10,093   13,513 2015  6,499   25,994   -   32,493 
                 
G. Grover2017  4,874   19,496   -   24,370 
2016  3,572   14,288   -   17,860 
                 
R. Wilkins2017  -   -   30,206   30,206 
2016  -   -   25,337   25,337 
2015  -   -   32,944   32,944 
                 
 

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(8)Includes non-retirement plan benefits. The non-retirement plan benefits include financial planning, personal use of Company automobiles, an executive physical, and reimbursement of club membership dues and expenses, and with respect to Mr. Paul Manning, executive relocation assistance.expenses. The named executive officers received tax gross-up payments for 2012 related to various other benefits, including the use of leased automobiles and financial planning services, in the amounts of $36,903, $9,541, $18,063, $14,073, $11,082 and $5,990, respectively. For 2013, the named executive officers received tax gross-ups related to various other benefits, including the use of leased automobiles and financial planning services, in the amounts of $36,541, $36,971, $22,923, $14,364, $16,999 and $8,178, respectively. For 2014, the named executive officers did not receive any tax gross-ups related to these various other benefits. Does not include health and welfare plan benefits that are generally available to all salaried employees and do not discriminate in scope, terms, or operation in favor of executive officers. The amounts listed under the column entitled “All Other Compensation” in the “Summary Compensation Table” related to non-retirement plan benefits are listed in the table below:

Non-Retirement Plan Benefits

NameYear 
Financial
Planning
($)
  
Automobile
($)
  
Executive Physical
($)
  
Relocation
($)
  
Club
($)
  
Tax
Gross-Up Payments
($)
  
Total
($)
 
 
 
Year
 
Financial
 Planning
 ($)
  
Automobile
($)
  
Executive
 Physical
($)
  
Club
($)
  
Tax
Gross-Up
Payments
($)
  
Total
($)
 
K. P. Manning2014 $6,025  $4,679  $-  $-  $1,884  $-  $12,588 
2013  3,050   28,082   2,805   -   5,362   36,541   75,840 
2012  16,100   27,787   440   -   6,104   36,903   87,334 
                             
P. Manning2014  2,500   14,604   -   -   -   -   17,104 2017 $2,635  $15,704  $600  $4,640  $-  $23,579 
2013  537   14,853   2,379   44,488   -   36,971   99,228 
2012  -   10,974   -   -   -   9,541   20,515 
                             
R. F. Hobbs2014  2,575   10,677   350   -   -   -   13,602 
2013  2,745   18,524   20   -   450   22,923   44,662 
2012  2,464   19,367   497   -   -   18,063   40,391 
                             
J. L. Hammond2014  2,190   11,292   199   -   -   -   13,681 
2013  2,460   11,217   623   -   -   14,364   28,664 2016  2,625   14,222   -   4,640   -   21,487 
2012  6,005   10,848   477   -   -   14,073   31,403 2015  2,525   15,469   -   9,618   -   27,612 
                                                       
S. J. Rolfs2014  3,325   13,368   -   -   -   -   16,693 2017  4,250   14,805   -   -   -   19,055 
2013  3,325   13,274   2,502   -   -   16,999   36,100 2016  4,264   13,574   646   -   -   18,484 
2012  -   13,332   -   -   -   11,082   24,414 2015  3,325   13,284   255   -   -   16,864 
                                                       
M. C. Geraghty2014  -   8,383   -   -   -   -   8,383 2017  -   14,351   -   -   -   14,351 
2013  -   8,528   -   -   -   8,178   16,706 2016  5,000   14,302   -   -   -   19,302 
 2012  -   8,462   -   -   -   5,990   14,452 2015  2,520   13,711   -   -   -   16,231 
                          
G. Grover2017  740   10,107   -   -   -   10,847 
2016  2,213   6,697   -   -   -   8,910 
                          
R. Wilkins2017  -   38,328   -   -   -   38,328 
2016  -   37,169   -   -   -   37,169 
2015  -   37,558   -   -   -   37,558 
                          
 

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Grants of Plan-Based Awards

As detailed above, Sensient provides incentive compensation to employees through its annual management incentive plans and its stock plans. The annual management incentive plans for elected officers (“Annual Plans”) provide annual cash payments to executives based upon achieving overall Company performance goals. The stock plans authorize the Compensation Committee to grant restricted stock and performance stock units to key employees. The Company has not granted stock options in recent years.since 2008. The Committee makes annual decisions, typically in December of each year, regarding appropriate equity-based awards for each executive primarily based upon the Company’s financial performance and the executives’ levelseach executive’s level of responsibilities.

The Annual Plans promote the Company’s executive compensation program by providing annual cash payments to executives based upon achieving overall Company, group or divisional financial goals. Awards under the Annual Plans are subject to a target, currently 50% to 85% of annual base salary depending on a participant’s position in the Company. The specific bonus opportunities described below were authorized by the Compensation Committee and are conditioned upon the achievement of specified performance goals in the year following the award. In response to concerns from the Company’s shareholders, the Compensation Committee has, starting with the awards in December 2013, revised the performance goals for awards granted by the Compensation Committee. For 2014, the goals are based upon a weighted average of the achievement of specified levels of earnings per share, gross profits and cash flow, with the award being calculated and paid based upon achieving the specified goals. Performance in excess of the specified goal or goals allows for a payment of up to 200% of the targeted award, subject to the limits in the Annual Plans. Performance below the specified goal or goals can result in a reduced award, or no award at all if the minimum threshold level is not achieved. Performance exceeding the targeted goal or goals can result in an increased award, which generally brings aggregate cash and incentive compensation above the median of our peer group. responsibility. See “Components“Components of Executive Compensation and Benefits Programs — Annual Incentive Plan Bonuses” above. There is no “minimum” or “guaranteed” payment, as the actual amounts earned (if any) depend upon actual performance. The Compensation Committee has discretion to reduce any award by up to 20% if the Committee determines a reduction to be appropriate, such as if the Committee determines that the executive caused the Company to take unreasonable or unnecessary risks.

See “Components of Executive CompensationAwards” and Benefits Programs — Annual Incentive Plan Bonuses” above for a discussion of the targets and awards that applied to Sensient’s named executive officers during 2014. For 2015, the amounts paid to the named executive officers will be based on a weighted average of achievement of targeted local currency earnings of $3.16 per share (50% weight), gross profit as a percentage of revenue (34.1% or greater, a 200 basis point improvement from 2014, excluding the effect of 2014 restructuring costs) (30% weight) and cash flow ($209.4 million or higher, a 4% improvement from 2014, excluding the effect of 2014 restructuring costs) (20% weight). These targets and improvements are subject to adjustment for excluded items as provided in the Annual Plans. None of the incentive amounts to be paid to the current named executive officers for 2015 will be based on group or divisional financial goals except Mr. Geraghty’s incentive compensation will be based 70% on the performance of the Color Group and 30% on the performance of the Company as a whole.

Granting of equity awards typically reward service and performance over a longer period of time than Sensient’s other methods of compensation and focus on the Company’s long-term strategic goals. The restricted stock awards and performance stock units were each granted at the December 4, 2014, meeting of the Compensation Committee. The Committee makes annual decisions regarding appropriate stock-based grants for each executive based on the following factors, which ordinarily are not weighed or ranked in any particular way. The Committee considers the Company’s financial performance, the executives’ levels of responsibilities, specialized skills, experience, length of service, recent management contributions and past awards. In determining the level of equity awards, the Compensation Committee also considers the predicted award values for similar positions at other companies included in the Comparable Company Data. This comparison is performed to confirm that Sensient’s pay practices are being reasonably applied and are competitive for purposes of attracting and retaining key executives. See “Components“Components of Executive Compensation and Benefits Programs — Equity Awards” above. Allabove for descriptions of the awards granted in 2014 provide for performance-based vesting. When Messrs. Kenneth Manning, Hobbsour annual management incentive plans and Hammond turned age 65, time vested awards that had been granted in the last 5 years fully vested on that date. Time-based awards granted to those individuals after age 65 vest upon granting and performance-based awards granted to those individuals after age 65 vest, if applicable, upon satisfaction of the actual performance criteria used to calculate the award (i.e., after the two-year or three-year performance period).stock plans.

54
INCENTIVE PLAN AWARDS

   
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)(#)
  
All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)
  
Exercise
or Base
Price of
Option
Awards
($/Sh)
  
Grant
Date Fair
Value of
Stock and
Option
Awards
(4)
 
Name
Grant
Date
 
Threshold
($)
  
Target
($)
  
Maximum
($)
  
Threshold
(#)
  
Target
(#)
  
Maximum
(#)
         
Grant
Date
 
 
 
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
(#)
All Other
 Option
Awards:
Number of
Securities
Underlying
Options (#)
Exercise
 or Base
Price of
Option
 Awards
($/Sh)
Grant
Date Fair
Value of
 Stock and
 Option
 Awards
(3)
K. P. Manning4/24/14 $-  $-  $-   -   -   -   1,800   -  $-  $98,226 
Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
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
($/Sh)
Grant
Date Fair
Value of
 Stock and
 Option
 Awards
(3)
12/4/14  214,200   714,000   1,428,000   0   33,600   50,400   -   -   -   2,001,216 $170,100  $945,000  $1,890,000   0   39,100   58,650
R. F. Hobbs12/4/14  111,271   370,903   741,806   0   24,300   36,450   -   -   -   1,447,308 
J. L. Hammond12/4/14  79,416   264,720   529,440   0   18,500   27,750   -   -   -   1,101,860 
S. J. Rolfs12/4/14  81,789   272,630   545,259   0   15,200   22,800   -   -   -   905,312 12/7/17  55,575   308,750   617,500   0   11,700   17,550   -   -   -   898,560 
M. C. Geraghty12/4/14  71,437   238,124   476,249   0   7,900   11,850   -   -   -   470,524 12/7/17  49,140   273,000   546,000   0   7,800   11,700   -   -   -   599,040 
G. Grover12/7/17  40,973   227,630   455,260   0   6,700   10,050   -   -   -   514,560 
R. Wilkins12/7/17  34,543   191,908   383,817   0   6,700   10,050   -   -   -   514,560 

(1)These are awards authorized by the Compensation Committee on December 4, 2014,7, 2017, under the annual cash-based management incentive plans, which provide for incentive payments conditioned upon the Company’s performance in 2015.2018. The annual management incentive plans provide annual cash payments to executives based upon a weighted average of achieving overall Company local currency adjusted earnings per share (50%(60% weight), adjusted gross profit as a percentage of revenue (30%(20% weight), and adjusted cash flow (20% weight) goals as described above. These threshold, target, and maximum amounts are all based on a percentage of 20152018 salary assuming each named executive officer continueswill continue to be employed by Sensient through December 31, 2015. As noted above, Mr. Hobbs retired as Chief Financial Officer on February 6, 2015; accordingly, his award will be a percentage of the actual amount of salary he received through such date.2018.

(2)These are awards authorized by the Compensation Committee on December 4, 2014,7, 2017, under the Company’s 20072017 Stock Plan, which provide for incentive payments conditioned upon the Company’s performance over the 2015-20172018-2020 three-year period. These awards consist of performance stock units granted to the named executive officers, which become earned and vest after satisfaction of a weighted average of achieving two separate performance metrics consisting of (a) overall Company local currencyadjusted EBIT growth (70% weight) and (b) adjusted return on invested capital (30% weight). Each of these performance metrics is described in greater detail above.

(3)The award to Mr. Kenneth Manning consisted of shares of restricted stock awarded to directors which vest in increments of one-third of the total grant on each of the first, second, and third anniversaries of the date of grant.

(4)The grant date fair value of each portion of the equity-based awards equaledperformance stock units granted to the named executive officers equals the closing market price of our Common Stock on the December 4, 20147, 2017 grant date multiplied by (a) the number of shares of restricted stock, in the case of the time-based restricted stock awards or (b) the number of performance stock units (withawarded. Assuming target levels of performance, each suchperformance stock unit representingwould be converted into one share of Common Stock) which number of units being equal toStock after the number of shares of restricted stock issuable assuming achievement of the targetthree-year performance criteria underlying the award.period.
 
5553
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2014)(2017)

   Option Awards  Stock Awards (1) 
   
Option Awards(1)
  
Stock Awards(2)
                    
Name
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  
Option
Exercise
Price
($)(3)
  
Option
Expiration
Date(4)
  
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
  
Equity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)
 
Grant
Date
 
Number of
 Securities
Underlying
Unexercised
 Options
Exercisable
(#)
  
Number of
Securities
Underlying
Unexercised
Options
 Unexercisable
(#)
  
Option
Exercise
 Price ($)
  
Option
 Expiration
 Date
  
Equity
Incentive Plan
Awards:
Number of
Unearned
 Shares, Units or
Other Rights
That Have Not
Vested (#)
  
Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units or
 Other Rights That
Have Not Vested ($)
 
             
K. P. Manning12/5/13  -   -   -   -   33,500
(5) 
 $2,021,390 
4/24/14  -   -   -   -   1,800
(6) 
  108,612 
                      $2,130,002 
                                            
P. Manning  2/4/10  -   -   -   -   1,500  $90,510 12/4/14 ��-   -  $-   -   33,600
(2)(3)
 $2,457,840 
12/9/10  -   -   -   -   15,000   905,100 12/3/15  -   -   -   -   35,400
(2) 
  2,589,510 
12/8/11  -   -   -   -   18,000   1,086,120 12/1/16  -   -   -   -   34,900
(2) 
  2,552,935 
12/6/12  -   -   -   -   25,000   1,508,500 12/7/17  -   -   -   -   39,100
(2) 
  2,860,165 
12/5/13  -   -   -   -   41,000
(7)
  2,473,940                       $10,460,450 
12/4/14  -   -   -   -   33,600
(5)
  2,027,424                          
                      $8,091,594 
                         
R. F. Hobbs12/5/13  -   -   -   -   14,900
(5)
 $899,066 
12/4/14  -   -   -   -   24,300
(5)
  1,466,262 
                      $2,365,328 
                         
J. L. Hammond12/5/13  -   -   -   -   11,300
(5)
 $681,842 
12/4/14  -   -   -   -   18,500
(5)
  1,116,290 
                      $1,798,132 
                         
S. J. Rolfs12/1/05  9,000   -  $18.57  12/1/15   -   - 12/4/14  -   -   -   -   15,200
(2)(3)
 $1,111,880 
12/7/06  2,125   -  $24.15  12/7/16   -   - 
12/9/10  -   -   -   -   14,000  $844,760 
12/8/11  -   -   -   -   17,000   1,025,780 
12/6/12  -   -   -   -   22,000   1,327,480 12/3/15  -   -   -   -   13,900
(2) 
  1,016,785 
12/5/13  -   -   -   -   17,200
(7)
  1,037,848 12/1/16  -   -   -   -   11,600
(2) 
  848,540 
12/4/14  -   -   -   -   15,200
(5)
  917,168 12/7/17  -   -   -   -   11,700
(2) 
  855,855 
                      $5,153,036                       $3,833,060 
                                                  
M. C. Geraghty  2/2/12  -   -   -   -   500  $30,170 12/4/14  -   -   -   -   7,900
(2)(3)
 $577,885 
12/6/12  -   -   -   -   10,000   603,400 12/3/15  -   -   -   -   7,000
(2) 
  512,050 
12/5/13  -   -   -   -   9,600
(7)
  579,264 12/1/16  -   -   -   -   7,700
(2) 
  563,255 
12/4/14  -   -   -   -   7,900
(5)
  476,686 12/7/17  -   -   -   -   7,800
(2) 
  570,570 
                      $1,689,520                       $2,223,760 
                                                   
G. Grover12/3/15  -   -   -   -   7,000
(2) 
 $512,050 
12/1/16  -   -   -   -   6,700
(2) 
  490,105 
 12/7/17   -   -   -   -   6,700
(2) 
  490,105 
                      $1,492,260 
                         
R. Wilkins12/4/14  -   -   -   -   8,400
(2)(3)
 $614,460 
12/3/15  -   -   -   -   6,200
(2) 
  453,530 
12/1/16  -   -   -   -   6,700
(2) 
  490,105 
12/7/17  -   -   -   -   6,700
(2) 
  490,105 
                      $2,048,200 

(1)All outstanding options have an exercise price equal to the market price on the date of grant and vested in increments of one-third of the total grant on each of the first, second and third anniversaries of the date of grant.

(2)Except as described elsewhere in this proxy statement, restricted stock awarded before 2013 vests after completion of five years of service with the Company following the grant date and restricted stock awarded during 2013 vests after completion of three years of service with the Company following the grant date, or, in each case, earlier in the event of an executive’s retirement at age 65 or greater. The value indicated in the table of the restrictedperformance stock awards ownedunits (assuming target levels of performance) held at the end of the Company’s last fiscal year is based on the $60.34$73.15 per share closing price of a share of Sensient common stockCommon Stock on December 31, 2014. See footnote (5) below for a description of the performance stock units awarded on December 5, 2013 and December 4, 2014.
56
(3)The exercise price of options generally may be paid in cash or its equivalent, by delivering previously issued shares of Common Stock, or any combination thereof.29, 2017.

(4)Although(2)These awards consisted of 100% performance stock units. These performance stock units are eligible to vest based upon the options expireCompany’s achievement of certain performance criteria based on EBIT growth and return on invested capital during a three-year performance period. The actual number of shares earned will be determined and vest following the dates indicated, by agreement any unexercised options will terminate three years after retirement (if earlier than the stated expiration date).three-year performance period.

(5)These awards consisted of(3)On February 8, 2018, these performance stock units (assumingvested at 85.6% of the target levelsaward amount shown above based upon the Company's achievement of performance). The amount disclosed in the table with respect to the portion of such award consisting ofcertain performance criteria based on EBIT growth and return on invested capital during a two-year performance period.  Based on 2015-2017 performance, Mr. Manning earned 28,762 performance stock units, is based upon the number of shares of Common Stock reflecting theMr. Rolfs earned 13,011 performance stock units, assuming achievement of the target performance criteria underlying the award with one share of Common Stock issued for each performance stock unit granted.

(6)These awards consisted of restricted stock awarded to Mr. Manning as a director that vest in increments of one-third of the total grant on each of the first, second, and third anniversaries of the date of grant.

(7)These awards consisted of 50% time-vesting restricted stock and 50%Geraghty earned 6,762 performance stock units, (assuming target levels of performance).and Mr. Wilkins earned 7,190 performance stock units.
 
5754
OPTION EXERCISES AND STOCK VESTED (2014)(2017)

 Option Awards  Stock Awards  Option Awards  Stock Awards 
Name 
Number
of Shares
Acquired on
Exercise
(#)(1)
  
Value
Realized on
Exercise
($)(1)
  
Number
of Shares
Acquired on
Vesting
(#)(2)
  
Value
Realized on
Vesting
($)(2)
  
Number
of Shares
Acquired on
Exercise
(#)
  
Value
Realized on
Exercise
($)
  
Number
of Shares
Acquired on
Vesting
(#) (1)
  
Value
Realized on
Vesting
($) (1)
 
                    
K. P. Manning  -   -   -   - 
P. Manning  -   -   -   -   -  $-   25,000  $1,904,000 
R. F. Hobbs  -   -   -   - 
J. L. Hammond  -   -   -   - 
S. J. Rolfs  10,000  $314,900   10,000  $598,100   -   -   22,000   1,675,520 
M. C. Geraghty  -   -   -   -   -   -   10,500   799,640 
G. Grover  -   -   -   - 
R. Wilkins  -   -   15,000   1,142,400 
                                

(1)The number of shares acquired on exercise relates to the exercise of stock options by the named executive officers. The value received upon exercise is based upon the difference between the value of Sensient’s Common Stock on the exercise date and the exercise price for the stock options.

(2)Except as described elsewhere in this proxy statement,Includes restricted stock vests after completion ofawarded in 2012 that vested five years of service with the Company, or earlier in the event of an executive’s retirement at age 65 or greater.after their grant date. The value realized on vesting of restricted stock is based on the value of Sensient’s Common Stock on the vesting date.

Defined Benefit Plans

Sensient Technologies Pension Benefits
 
Non-U.S. employees (such as Mr. Wilkins) maintain the retirement benefits in their home country. Sensient does not provide any defined benefit pension plans for the named executive officers other than the Supplemental Executive Retirement Plan described below.
 
Supplemental Executive Retirement Plan (“SERP”)
 
Historically, Sensient offered a SERP to selected Sensient officers and key employees whichemployees. The SERP provides a non-qualified supplemental executive retirement benefit. As described below, in 2014 Sensient closed the SERP to new participants and froze the benefits payable to existing participants.

Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the SERP was amended to comply with the Section 409A requirements and to permit the SERP to make payments to satisfy FICA and other tax obligations prior to retirement. Generally, participants contribute to the SERP, in each year until death or retirement, an amount equivalent to a term insurance premium applicable to a life insurance benefit of two times the participant’s base salary in effect on the date of acceptance into the plan, unless all amounts were previously paid under a predecessor plan. A pre-retirement survivor income benefit equal to between 30% and 45%35% of the sum of base salary and 100% (50% for certain officers) of the highest annual bonuscash incentive award paid since reaching a specified age for the participating named executive officers, payable for 20 years, is available to designated beneficiaries if the participant dies prior to retirement. Other than instances of death or disability, participants are not vested and are not eligible for any benefit until they reach a defined retirement age which is stated in terms of age and years of service. Generally, participants are not eligible for a full benefit until age 62 and no benefits are vested prior to age 55. At the time of retirement, the participating named executive officer may continue the survivor income benefit or receive a supplemental retirement income benefit equal to between 30% and 45% of the sum of base salary and 100% (50% for certain officers) of the highest annual bonus since reaching a specified age for the participating named executive officers, for 20 years, or an actuarially equivalent joint and survivor benefit. A participant may receive his retirement income benefit as a lump sum distribution by making an advance election. In the event of a change of control, lump sum distributions are required. The benefit obligations under the SERP are funded under Rabbi Trust B described below. All of the named executive officers, other than Mr. Grover who joined Sensient after the SERP was frozen and closed to new participants, now participate in the SERP. Mr. Paul Manning began participating in SERP on January 1, 2012. Under their respective agreements under the SERP, each of the participating named executive officers is entitled to 20 years of benefits, and the applicable percentages of pre-retirement survivor income benefits and supplemental retirement income benefits for the participating named executive officers are 45%35% for Mr. Kenneth Manning, 35% for Messrs. Hobbs, Hammond and Paul Manning and 30% for Messrs. Rolfs, Geraghty, and Geraghty.Wilkins. The named executive officers also participate in the supplemental benefit plans described under “Nonqualified Deferred Compensation” below. The supplemental benefit plans are non-qualified excess benefit and supplemental retirement plans as described in Sections 3(36) and 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
5855
The SERP was frozen effective December 31, 2016, with respect to Mr. Rolfs, and December 31, 2015, with respect to all other SERP participants, and, asparticipants. As a result, no further benefits will accrue under the SERP for any named executive officer after the applicable freeze date. Although no additional benefits accrue under the SERP for any compensation or service after the freeze date, the actuarial present value of these frozen future benefits will increase by a nominal amount each year primarily because the executive officer will be one year closer to retirement age. These future nominal increases in actuarial present value due to the passage of time will be listed under the column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the “Summary Compensation Table.”

PENSION BENEFITS (Year-end 2014)2017)

Name
Plan
Name
 
Number of
Years
Credited
Service
(#)
  
Present Value
of Accumulated
Benefit
($)(1)
  
Payments During
Last Fiscal Year
($)
 
K. P. ManningSERP  26  $0  $17,884,758 
P. ManningSERP  5   5,690,000   - 
R. F. HobbsSERP  41   6,671,000   12,546 
J. L. HammondSERP  17   4,762,000   8,940 
S. J. RolfsSERP  17   2,134,000   - 
M. C. GeraghtySERP  3   1,575,000   - 
Name
Plan
Name
 
Number of
Years
Credited
Service
(#)
  
Present Value
of Accumulated
Benefit
($)(1)
  
Payments During
Last Fiscal Year
($)
 
P. ManningSERP  6  $6,417,000  $- 
S. J. RolfsSERP  19   2,583,000   - 
M. C. GeraghtySERP  4   1,895,000   - 
R. WilkinsSERP  12   2,037,000   - 
              
 
(1)AllThe benefits for Messrs. Kenneth Manning, HobbsRolfs, Geraghty, and HammondWilkins had not yet vested at year end; benefits for Messrs. Paul Manning, Rolfs and Geraghty had not yet vested.end.

Nonqualified Deferred Compensation

Eligible Company executives of the Company are entitled to defer up to 25% of their annual salary under the executive income deferral plan. Amounts deferred earn interest at the average interest rate on AAA rated corporate bonds and are payable upon retirement or over a 15 year15-year period, unless the executive elects to receive an actuarially equivalent joint and survivor benefit, reduced by up to 20% depending upon the executive’s age at retirement. The Company also has a supplemental benefit plan whichthat includes the supplemental ESOP benefit plan and the supplemental savings plan to replace benefits whichthat cannot be allocated to the executives in the tax-qualifiedqualified ESOP and savings plan because of government imposed annual limitations. Each of these plans are nonqualified excess benefit and supplemental retirement plans as described in Sections 3(36) and 201(2) of the ERISA. Information for each of the named executive officers is set forth below relating to nonqualified deferred compensation.

NONQUALIFIED DEFERRED COMPENSATION

Name 
Executive
Contributions
in Last FY
($)
  
Registrant
Contributions
in Last FY
($) (1)
  
Aggregate
Earnings
in Last FY
($)
  
Aggregate
Withdrawals/
Distributions
($)
  
Aggregate
Balance at Last
FYE
($)
  
Executive
Contributions
in Last FY
($)
  
   Registrant
 Contributions
 in Last FY
($)(1)
 
Aggregate
Earnings
in Last FY
($)
 
Aggregate
Withdrawals/
Distributions
($)
 
    Aggregate
 Balance at Last
FYE
($)
 
K. P. Manning $-  $108,782  $22,715  $1,851,865  $ - 
P. Manning  -   29,615   7,747   -   83,992  $- $ 66,200 $3,725  $-  326,266 
R. F. Hobbs  -   40,451   9,333   -   392,628 
J. L. Hammond  -   25,220   20,282   -   253,186 
S. J. Rolfs  -   23,307   17,376   -   197,800   -  22,382  22,874   -  340,018 
M. C. Geraghty    -   12,210   2,146   -   20,133   -  10,027  10,288   -  83,378 
G. Grover  -  4,609  652   -  5,262 
R. Wilkins  -  -  -   -  - 

(1)The amount included in this column for each named executive officer is included in such named executive officer’s compensation set forth in the “Summary Compensation Table” above.

The Company has established three so-called “Rabbi Trusts” by entering into trust agreements with a trustee to assure the satisfaction of the obligations of the Company under various plans and agreements to make deferred and other payments to certain of its past, present, and future executives and directors, including the named executive officers. Rabbi Trust A requires the Company to deposit assets into (“fund”) the Trust in the event of a “Potential Change of Control” (as defined therein) in an amount sufficient to satisfy the Company’s expenses and obligations to Mr. KennethPaul Manning, the other named executive officers, and other executive officers under thetheir Change of Control Employment and Severance Agreements with those individuals (except to the extent that those obligations consist of benefits covered by Rabbi Trust B). Rabbi Trust A is currently not funded except with a nominal amount of assets, and is currently revocable but will become irrevocable once it is funded. The Board may elect to fund Rabbi Trust A in whole or in part prior to the occurrence of a Potential Change of Control.
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Rabbi Trust B was created to fund the Company’s expenses and obligations under various employee benefit plans, including four plans in which the named executive officers may participate: the SERP, the supplemental benefits plan, and the executive and management income deferral plans. The Company makes annual contributions to Rabbi Trust B, which held approximately $56$54.6 million of assets as of December 31, 2014.2017. Rabbi Trust B is irrevocable.

Rabbi Trust C was created to assure that payments to non-employee directors under the director retirement and deferred compensation plans described under “Director Compensation and Benefits” will not be improperly withheld. Rabbi Trust C is currently funded with a nominal amount, and is also funded from time to time as payouts are made under these plans, although the Company may elect to fund it at any time. Rabbi Trust C is irrevocable.

Each of the Rabbi Trusts will terminate upon the earlier of the exhaustion of the trust corpus or the final payment to the directors or executives pursuant to the respective plans and agreements covered thereby, and any remaining assets will be paid to the Company.

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Potential Payments Upon Termination or Change of Control

Employment Agreements.Agreement. As discussednoted above, Mr. Kenneth Manning retired from his position as Chief Executive Officer of the Company on February 1, 2014. As of December 31, 2013, the Company had an employment contract with Mr. Kenneth Manning (which agreement expired by its terms on February 1, 2014) and did not have as of December 31, 2013 employment contracts with any of its other executive officers (it does have contracts effective upon a change of control, as described below). Pursuant to the terms of Mr. Kenneth Manning’s former employment contract, the agreement with Mr. Kenneth Manning could be terminated by the Board with or without cause, and if Mr. Kenneth Manning was terminated by the Board without cause or Mr. Kenneth Manning resigned for good reason, certain termination benefits were payable to Mr. Kenneth Manning in an amount equal to three times the sum of his base salary then in effect plus the higher of his most recent annual bonus and his target bonus for the fiscal year in which such termination occurred. Mr. Kenneth Manning would also continue to receive benefits under the Company’s health and other benefit plans for three years as well as three additional years of service and age credit for purposes of the SERP. The agreement contained a one-year non-competition covenant. For purposes of the agreement, “cause” means conviction of an act of fraud, theft or embezzlement or of other acts of dishonesty, gross misconduct, willful disclosure of trade secrets, gross dereliction of duty or other grave misconduct which is substantially injurious to Sensient, and “good reason” for Mr. Kenneth Manning to resign would exist if Sensient reduced his base salary, assigned him inconsistent duties, reduced his powers or functions, transferred him outside of Milwaukee or otherwise materially breached the agreement.

Effective February 2, 2014, the Company entered intohas an employment agreement with Mr. Paul Manning, the Company’s Chief Executive Officer. Pursuant to the terms of this employment agreement, Mr. Paul Manning serves as the Company’s Chairman, President and Chief Executive Officer. The initialcurrent term of this employment agreement is for a period of three years, commencingending on the effective dateFebruary 9, 2020 (the “Term”), and shall be renewable by mutual agreement. This employment agreement may be terminated with or without cause, by the Company or by Mr. Paul Manning, subject to the rights and obligations contained therein. During the Term, Mr. Paul Manning will receive an initial annual base salary of $800,000$910,000 and such salary shall be reviewed annually by the Compensation Committee based on Mr. Paul Manning’s performance and the Company’s compensation policies. In addition, Mr. Paul Manning will be eligible for an annual incentive bonus, payable in cash and/or equity, based on criteria determined by the Compensation Committee and shall receive benefits consistent with those received by other executive officers of the Company. For purposes of the agreement, “cause” means conviction of an act of fraud, theft, or embezzlement or of other acts of dishonesty, gross misconduct, willful disclosure of trade secrets, gross dereliction of duty, or other grave misconduct which is substantially injurious to Sensient. “Good Reason” for Mr. Paul Manning to resign would exist if Sensient reduced his base salary, assigned him inconsistent duties, reduced his powers or functions, transferred him outside of Milwaukee, or otherwise materially breached the agreement.

The Company does not have employment contracts with its other executive officers (it does have contracts effective upon a change of control, as described above and below).

The following table describes the potential payments to Mr. Paul Manning upon a hypothetical termination without cause or by Mr. Manning for “Good Reason” on December 31, 2014.2017. The actual amounts that may be paid upon such a termination can only be determined if it actually occurs.
Termination Benefits
(3 x base salary & bonus) (1)
 
Health and Other
Benefit Plans
(3 x annual benefits)
 
SERP
(3 years’ service & age credit)
 
Total
 
$6,810,000 $113,936 $11,815,439 $18,739,375 

Illustration of Employment Agreement Termination
(1)The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is greater.
 
Termination Benefits
(3 x base salary & bonus)
  
Health and Other
Benefit Plans
(3 x annual benefits)
  
SERP
(3 years’ service & age credit)
  
Total
 
 $4,185,030  $111,320  $7,706,942  $12,003,292 

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Change of Control Agreements. In the event of a change of control of the Company, Mr. Paul Manning’s employment contract would be superseded by a Change of Control Employment and Severance Agreement as described below. For these purposes, a “change of control” ordinarily occurs if a person acquired 30% or more of Sensient’s common stock, a majority of Sensient’s Board consists of persons other than those nominated by the Board, or Sensient is a party to a merger, consolidation or sale of assets, or acquires the assets of another entity and Sensient’s owners have less than 50% of the common stock and voting power of the resulting entity.
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above. The Company also has change of control agreements with certain of its executive officers (including each of the named executive officers other than Mr. Kenneth Manning whose Changeofficers). See “Change of Control Employment and Severance Agreement terminated as of February 1, 2014, in connection with his retirement). These are not employment agreements and have no effect unless there is a change of control. Each ofAgreements” above for further information about these agreements provides that in the event of a “Change of Control,” as defined in the respective agreement, the Company will continue to employ the executive for a period of three years following the date of such Change of Control. During this employment period, the executive will receive as compensation a base salary, subject to annual adjustment, bonus awards in accordance with past practice and all other customary benefits in effect as of the date of the Change of Control. Each agreement can be terminated upon 30 days’ notice by the Company in the event of the executive’s disability. The agreements can also be terminated by the Company for “cause” and by the executive for “good reason,” as those terms are explained above. If terminated by the Company other than for cause or disability, or by the executive for good reason, the Company will pay the executive an amount equal to the sum of (i) accrued unpaid deferred compensation and vacation pay and (ii) three times the sum of executive’s base salary plus the greater of the highest annual bonus (x) for the last five years or (y) since reaching age 50. The executive will also be entitled to coverage under existing benefit plans and benefits for three years and a payment equal to the vested amounts plus a payment equal to three additional years of employer contributions under the savings plan, ESOP, SERP and supplemental benefits plans. The savings plan, ESOP, SERP and supplemental benefits plans provide for full vesting of all accounts upon the occurrence of a Change of Control. In addition, payments under the Company’s SERP are calculated based on an adjusted final salary reflecting three additional years of salary increases consistent with past practice. If terminated for cause, the Company will pay the executive his annual base salary through termination. If the executive’s employment is terminated by reason of death or disability, the Company will pay certain accrued obligations and other customary death or disability benefits.agreements.

The following table describes the potential payments upon a hypothetical change of control of Sensient on December 31, 2014 (and accordingly the table below does not include Mr. Kenneth Manning due to his earlier retirement),2017, followed by a qualifying severance where applicable.(other than with respect to the vesting of performance stock units). The actual amounts that may be paid upon such a change of control can only be determined if it actually occurs.

Executive 
Severance
Amount(1)
  
Pension
Enhancement(2)
  
Value of
Restricted
Stock and/or
Performance
Stock Units
That Vest
Early(3)
  
Estimated
Income Tax
Gross-Up
and
Employee
Benefits(4)
  
Estimated
Excise Taxes,
Grossed-Up
For Other
Taxes
Thereon(4)
  
Total
Estimated
Payments
 
P. Manning $4,185,030  $7,834,037  $8,091,594  $111,320   -  $20,221,981 
R. F. Hobbs  3,759,810   176,238   2,365,328   115,529   -   6,416,905 
J. L. Hammond  2,683,410   125,793   1,798,132   85,447   -   4,692,782 
S. J. Rolfs  2,572,470   3,241,635   5,153,036   95,080   -   11,062,221 
M. C. Geraghty  1,738,878   2,292,382   1,689,520   70,148   -   5,790,928 
Executive 
Severance
Amount (1)
  
Pension
Enhancement (2)
  
Value of
Performance
Stock Units
That Vest
Early (3)
  
Estimated
Employee
Benefits
  
Estimated
Excise Taxes,
Grossed-Up
For Other
Taxes
Thereon (4)
  
Total
Estimated
Payments
 
P. Manning $6,810,000  $12,145,439  $10,460,450  $113,936  $-  $29,529,825 
S. J. Rolfs  2,475,657   3,303,707   3,833,060   102,165   -   9,714,589 
M. C. Geraghty  2,231,916   2,420,270   2,223,760   88,052   -   6,963,998 
G. Grover  1,462,233   53,580   1,492,260   77,540   -   3,085,613 
R. Wilkins  1,904,297   2,209,746   2,048,200   119,475   -   6,281,718 
 
(1)The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is greater.

(2)The pension enhancement is calculated based on the value of three additional years of employer contributions under Sensient’s benefit plans. TheFor the named executive officers other than Mr. Grover, the pension enhancement also includes calculation of the SERP benefits using the 2015 salary (2016 salary for Mr. Rolfs) and the highest bonus paid as of December 31, 2014.in February 2015.

(3)Performance stock units awarded in 20132015, 2016, and 2017 are subject to accelerated vesting at target performance levels upon a change of control, whether or not followed by a qualifying severance, during the two-year performance period and performance stock units awarded in 2014 are subject to accelerated vesting at target performance levels upon a change of control during thetheir respective three-year performance period.

(4)None of the Company’s change of control agreements provide for aany tax gross-up of the related benefits.gross-ups.

Chief Executive Officer Pay Ratio

As a result of the recently adopted rules under the Dodd-Frank Act, the SEC requires disclosure of the Chief Executive Officer to median employee pay ratio. Our Chief Executive Officer to median employee pay ratio is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining the total cash compensation for all employees, excluding our Chief Executive Officer, as of November 13, 2017. We believe the use of total cash compensation is a consistently applied compensation measure because we do not widely distribute equity awards to employees. Approximately 2% of our employees received equity awards in 2017. We included all employees, whether employed on a full-time, part-time, seasonal, or temporary basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any employee.

After identifying the median employee, we calculated the median employee’s 2017 compensation using the same methodology we use for our named executive officers as set forth in the 2017 Summary Compensation Table included in this proxy statement. We then added the value of health and welfare plan benefits to both the median employee’s 2017 compensation and Mr. Manning’s 2017 compensation (as reflected above in the Summary Compensation Table included in this proxy statement).
 
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Our median employee’s total compensation for 2017 was $58,463 (which included $10,769 in health insurance benefits, a $1,823 contribution by the Company to the employee’s 401(k) plan account, and a $456 contribution by the Company to the employee’s ESOP account) and Mr. Manning’s total compensation for 2017 was $5,244,900 (which included $10,769 in health insurance benefits paid by the Company, a $10,600 contribution by the Company to Mr. Manning’s 401(k) plan account, and a $2,650 contribution by the Company to Mr. Manning’s ESOP account). As a result, Mr. Manning’s total compensation for 2017 was approximately 90 times that of our median employee.

Given the different methodologies that various public companies will use to determine their CEO pay ratios, the CEO pay ratio reported above should not be used as a basis for comparison between companies.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2014,2017, with respect to compensation plans under which equity securities of the Company are authorized for issuance.
Plan category 
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
  
Weighted-average
exercise price of
outstanding options,
warrants and rights
  
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
 
  (a)  (b)  (c) 
Equity compensation plans approved by the Company’s shareholders  415,661
(1) 
 $30.07
(2) 
  1,958,025
(3) 
             
Equity compensation plans not approved by the Company’s shareholders  -   -   - 
             
Total  415,661
(1) 
 $30.07
(2) 
  1,958,025
(3) 

Plan category   
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
  
Weighted-average
exercise price of
outstanding options,
warrants and rights
      
Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
 
  (a)  (b)  (c) 
Equity compensation plans approved by the Company’s shareholders
  66,167(1)    $23.4944  $1,370,700(2)
             
Equity compensation plans not approved by the Company’s shareholders  -   -   - 
             
Total  66,167
(1)
 $23.4944   1,370,700
(2)
(1)Includes 4,000 outstanding options issued under the 1999 Amended and Restated Directors Deferred Compensation Plan, 240,186 performance stock unit awards under the 2007 Stock Plan at their target values, and 80,300 performance stock unit awards under 2017 Stock Plan at their target values. The ultimate amount of performance stock units that could vest can range from 0 to 150% of target amount, or from 0 to 480,729 units. Excludes deferred shares, which have no exercise price.

(2)Calculated based on 4,000 outstanding options, as performance stock units do not have an exercise price.

(3)Includes the following as of December 31, 2014:2017: (i) up to 1,057,7001,679,550 shares of restricted stock and performance stock units that may be issued under the Company’s 20072017 Stock Plan;Plan (after reserving 120,450 shares of Common Stock, the maximum shares that could be earned under outstanding performance stock unit awards); and (ii) up to 200,000 shares of deferred stock issuable under the 1999 Amended and Restated Directors Deferred Compensation Plan; and (iii) up to 113,00078,475 shares that may be issued in the form of restricted stock under the Company’s 2012 Non-Employee Directors Stock Plan.  The 2007 Stock Plan terminated by its terms on April 25, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors to file initial reports of beneficial ownership (on Form 3) and reports of changes in beneficial ownership (primarily on Form 4 or in limited instances on Form 5) with the SEC and the New York Stock Exchange. SEC regulations require officers and directors to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, and upon certifications from reporting persons who did not file year- endyear-end reports on Form 5 that no such reports were required, the Company believes that during the year ended December 31, 2014,2017, all of its officers and directors complied with the Section 16(a) filing requirements, except that on April 28, 2017, the Company filed one latea Form 34 on behalf of Mr. Samir Lteif.each of Drs. Carleone and Ferruzzi and Ms. McKeithan-Gebhardt that included information related to contributions to their deferred compensation plans made on March 31, 2017.

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TRANSACTIONS WITH RELATED PERSONS

The Company’s Code of Conduct provides that, except with the prior knowledge and consent of the Company, directors and employees are not permitted to have a financial interest in a supplier, competitor, or customer of the Company because of the potential conflicts of interest raised by such transactions. There is a limited exception for ownership of securities of less than 5% of the stock of a private company or of a publicly traded corporation unless the investments are of a size asthat would allow the owner to have influence or control over the company or corporation. The Company’s policies include no minimum size for this restriction on potential conflict of interest transactions. Actual or potential conflict of interest transactions or relationships are to be reported either to the Company’s Senior Vice President, AdministrationGeneral Counsel or a member of the corporate legal department.Director, Internal Audit. Waivers or exceptions for executive officers or directors may be granted only in advance and under exceptional circumstances and only by the Board or an appropriate committee thereof. They are also subject to the Company’s disclosure controls and procedures to ensure compliance with applicable law and exchange requirements.

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Mr. John J. Manning (the Company’s Vice President, General Counsel and Secretary) is the brother of Mr. Paul Manning (the Company’s Chairman, President and Chief Executive Officer) is. In 2017, Mr. John J. Manning received an annual salary of $290,000, an annual cash incentive award of $187,700 (based on the sonCompany’s performance in 2016), and an award of 4,900 performance stock units (with a grant date fair market value of $376,320 assuming target performance levels).  In 2018, Mr. John J. Manning will receive an annual salary of $350,000, and received an annual cash incentive award of $109,518 (based on the Company’s performance in 2017). Also in 2018, 4,366 shares of Mr. Kenneth Manning (the Company’s ChairmanJohn J. Manning’s 2014 performance stock unit award vested (85.6% of the Board).target 2014 performance stock unit award), and Mr. Paul Manning receives the compensation described herein andreceived $14,575 in dividends accrued under his 2014 performance stock unit award. Mr. John J. Manning also participates in Sensient’s other executive and employee compensation programs on the same basis as other Company employees. In addition,The employment arrangement of Mr. John J. Manning (the Company’s Vice President and Assistant General Counsel) is also the son of Mr. Kenneth Manning and the brother of Mr. Paul Manning. The employment arrangements of both Mr. Paul Manning and Mr. John Manning werewas carefully considered and approved when he joined the Company and, again, when he was promoted to General Counsel in advance2016 by the Audit Committee as well as the full Board in accordance with the Code of Conduct.  His pay is set and approved by the Compensation and Development Committee in the same manner as other executives of the Company.

There were no other transactions since the beginning of 2014,2017, and there are no proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which (a) any director, executive officer, director nominee, or immediate family member of a director, executive officer, or nominee or (b) any holder of 5% or more of the Company’s common stockCommon Stock or their immediate family members, had a direct or indirect material interest.See “Corporate Governance — Director Independence” above for a description of transactions between the Company and Sealed Air Corporation, of which Messrs. Brown and Kenneth Manning are directors.

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ITEM 2.
 
ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

Sensient’s compensation policies and procedures are centered on a pay-for-performance philosophy, and we believe that they are strongly aligned with the long-term interests of our shareholders. Our compensation program is designed to attract, motivate, and retain the key executives who drive our success. Compensation that measures and rewards performance, andas well as alignment of that compensation with the interests of long-term shareholders, are key principles of our compensation program design. Although we have made and will continue to make improvementsrefinements to our compensation program from time to time, these key principles have been unchanged for many years.

We support the principlebelieve that our corporate governance policies, including our executive compensation program, should be and are responsive to shareholder concerns. This principle is embodied in a non-binding, advisory vote that gives you as a shareholderour shareholders the opportunity to approve the compensation of our named executive officers as disclosed in this proxy statement, including, among other things, our executive compensation objectives, policies, and procedures. We currently hold these non-binding, advisory votes to approve executive compensation annually, so after the Meeting the next vote will occur at the 20162019 Annual Meeting of Shareholders. This vote is intended to provide an overall assessment of our executive compensation program rather than to focus on any specific item of compensation. The Compensation Committee, and the Board as a whole, value the opinions of our shareholders and intend to take the outcome of this vote into account when considering future executive compensation arrangements. For instance, our Compensation Committee and Board, as a whole, modified our current executive compensation arrangements during 2014 as a result of the vote outcome from the nonbinding advisory vote on executive compensation held with respect to the 2014 Annual Meeting of Shareholders.
However, because the vote is advisory, it will not directly affect any existing compensation awards of any of our executive officers, including our named executive officers.

As discussed in the “Compensation Discussion and Analysis” section, above, our executive compensation program is designed:

to measure and reward performance from each of our executive officers and from the management team as a whole;

to align Sensient’s interests with the interests of executives and other employees through compensation programs that recognize individual contributions toward the achievement of corporate goals and objectives without encouraging unnecessary or unreasonableexcessive risks;

to further link executive and shareholder interests through equity-based compensation and long-term stock ownership arrangements;
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to recognize and reward an executive’s performance in the furtherance of Sensient’s goals and objectives without undertaking unnecessary or excessive risk; and

to attract and retain high caliber executive and employee talent.talent; and

to encourage management practices, controls, and oversight that prioritize ethical behavior and minimize the risks present in Sensient’s business.

The application of these principles and our executive compensation philosophy, policies and procedures have resulted in a corporate culture that recognizes and rewards individual and team performance without encouraging unnecessary or excessive risks.risk taking. We align the interests of shareholders and executives by linking a substantial portion of compensation to the Company’s performance. For example, approximately 76%70% of the average total 20142017 compensation disclosed in the Summary Compensation Table for our named executive officers (excluding the increasechange in thepension values and including performance stock units at grant date fair market value of retirement benefits and earnings on deferred compensation)assuming target performance levels) consisted of either incentivesincentive payments that were subject to pre-established performance criteria or performance stock equity awards that are subject to future performance criteria. We have made and will continue to make improvementsrefinements to our compensation program from time to time. The 2014 shareholder advisory vote showed lower shareholder support compared to
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As described in the prior year and less than majority shareholder support. We reached out directly to greater than a majority“2017 Highlights” section of our “Compensation Discussion and Analysis” section above, during 2017 diluted earnings per share from continuing operations decreased 25.9% to $2.03, and adjusted earnings per share2 increased 6.5% to $3.42.  We increased our quarterly dividend to 33 cents per share in October 2017 and returned approximately $141 million of cash to our shareholders during 2017 through dividends and share repurchases.  For the three years ended December 31, 2017, the Company grew its diluted earnings per share from continuing operations at an annualized growth rate of 6.7%, its adjusted earnings per share2 at an annualized growth rate of 4.2% (8.9% in local currency), and its total shareholder return (TSR) was 8.4%. Our 2017 performance drove incentive cash award earnings, and our 2015-2017 performance drove 2014 performance stock unit award earnings, to discuss their concerns and, in response to shareholder concerns,our named executive officers.  In 2017, we awarded 100% performance stock equity awards under our annual equity award grants for executives (compared to 50% performance stock equity awards in 2013), refreshed the Board by adding two new independent directors, eliminated tax gross-up payments on perquisites paid to named executive officersexecutives. The 2017 shareholder advisory vote showed strong shareholder support for our compensation program and adopted numerous enhancements towe have continued our corporate governance andmarket leading executive compensation practices. Certain compensation decisions made during 2013 will result in maintaining 2014 pay levels at the prior year’s level with only a small, customary increase in base pay. Additionally, the management succession occasioned by the recent retirements of Messrs. Kenneth Manning and Hobbs and certain other compensation decisions made during 2013 and 2014 have resulted in lower compensation in 2014 pay levels, and will result in lower compensation in 2015 pay levels, compared to the prior year’s level.

As described in the “2014 Highlights” section of our “Compensation Discussion and Analysis” section above, during 2014 our stock price increased from $48.52 to $60.34 per share, earnings per share increased before restructuring costs by 10.6% to a record level of $3.02 and cash flow from operations increased by 23% to $189 million. During 2014 we also increased our quarterly dividend to 25 cents per share and returned $185 million of cash to our shareholders through share repurchases and dividends.

We encourage you to consider the detailed information provided in the “Compensation Discussion and Analysis” and in the Summary Compensation Table and the tables and other information that follow it. The Board and the Compensation Committee will review the advisory voting results and will take them into account in making future executive compensation decisions.

After reviewing the information provided above and in the other parts of this proxy statement, the Board asks you to approve the following advisory resolution:

RESOLVED, that Sensient’s shareholders hereby approve, on an advisory, nonbinding basis, the compensation paid to Sensient’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this proxy statement.

This advisory vote will be approved if it receives the affirmative votemore shares are voted in favor of a plurality of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote with respect toratification than are voted against this proposal.  Abstentions and broker non-votes will not affect the outcome of this proposal. If no voting specification is made on a properly returnedexecuted and signedtransmitted proxy card (excluding broker non-votes), the proxies named on the proxy card will vote “For” this resolution.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL APPROVING THE COMPENSATION PAID TO SENSIENT’S NAMED EXECUTIVE OFFICERS AS DISCLOSED HEREIN.
 
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2Adjusted earnings per share is a non-GAAP financial measure. See “Non-GAAP Financial Measures” under Item 7 of the Company’s Annual Report on Form 10-K for information regarding this measure and a reconciliation to the most directly comparable GAAP measure.
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ITEM 3.
 
APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR A MAJORITY VOTING STANDARD FOR UNCONTESTED ELECTIONS OF DIRECTORS

Under the Wisconsin Business Corporation Law, unless otherwise provided in a company’s articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote at a meeting. In this context, “plurality” means that the individuals with the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the election. The Company’s Amended and Restated Articles of Incorporation are currently silent as to the voting standard for election of directors. As a result, implementing a majority voting standard for director nominees running unopposed will require that the Board adopt, and the shareholders approve, the amendment to the Company’s Amended and Restated Articles of Incorporation.

Proposed Amendment

The Board has approved the adoption of amendments to the Company’s Amended and Restated Articles of Incorporation, Bylaws and Corporate Governance Guidelines to provide for a majority voting standard in uncontested elections of directors, subject to shareholder approval of the amendment to the Company’s Amended and Restated Articles of Incorporation. If such proposed amendment is approved by the shareholders a new Section 7.3 will be added to Article VII of the Company’s Amended and Restated Articles of Incorporation that reads as follows:

“SECTION 7.3  Election of Directors.

Each director shall be elected by a majority of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present except in a contested election of directors.”

We are now submitting this amendment for approval by the Company’s shareholders. If the amendment is approved by the shareholders, this amendment will become effective upon the filing of articles of amendment of the Company’s Amended and Restated Articles of Incorporation with the Wisconsin Department of Financial Institutions. The Company would make such a filing promptly after the annual meeting. If the proposed amendment is not approved, no amendment will be made to the Company’s Amended and Restated Articles of Incorporation, Bylaws or Corporate Governance Guidelines, and the existing plurality voting standard and director resignation policy will remain in place.

Vote Required

Assuming that a quorum is present, the amendment will be approved if more shares are voted in favor of approval than are voted against approval of the amendment. Under Wisconsin law, any shares not voted at the Meeting with respect to the amendment (whether as a result of abstention, broker non-vote or otherwise) will have no impact on the vote.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION. SHARES OF COMMON STOCK REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR APPROVAL OF THE AMENDMENT.
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ITEM 4.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee, subject to shareholder ratification, has selected Ernst & Young LLP, certified public accountants, to audit the financial statements of the Company for the year ending December 31, 2015.2018.

Although not required by law to submit the appointment to a vote by shareholders, the Audit Committee and the Board consider it appropriate, as a matter of policy, to request that the shareholders ratify the appointment of Ernst & Young LLP as independent auditors for 2015.2018. Assuming that a quorum is present, the selection of Ernst & Young LLP will be deemed to have been ratified if more shares are voted in favor of ratification than are voted against ratification. Under Wisconsin law, any shares of Common Stock which are not voted on this matter at the Meeting (whether by abstention or otherwise) will have no effect on this matter. If the shareholders shoulddo not so ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.

Representatives of Ernst & Young LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate shareholder questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015.2018. SHARES OF COMMON STOCK REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE RATIFICATION OF SUCH APPOINTMENT.
ITEM 5.

OTHER MATTERS

Company management knows of no business which will be presented for action at the Meeting other than those items identified in the accompanying Notice of Annual Meeting. Pursuant to the Company’s Bylaws, written notice of any shareholder proposals to be presented at the Meeting must have been received by the Secretary no later than January 23, 2015.26, 2018. As no notice of any shareholder proposals was received, no business may be brought before the Meeting by any shareholders. If other matters are brought before the Meeting by the Board of Directors, it is intended that proxies will be voted at the Meeting in accordance with the judgment of the person or persons exercising the authority conferred by such proxies.
 
6763
FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

The Company welcomes constructive comments or suggestions from its shareholders, both regarding its executive compensation program and regarding other corporate governance or business matters. In the event a shareholder desires to have a proposal formally considered at the 20162019 Annual Meeting of Shareholders, which is expected to be held on April 21, 2016,25, 2019, and included in the proxy statement for that meeting, the proposal must be in writing and received by the Secretary of the Company on or before November 13, 2015,9, 2018, and must otherwise comply with the applicable rules of the SEC. Under the Company’s Bylaws, appropriate shareholder proposals will be presented at the 2016 Annual Meeting of Shareholders without inclusion in the proxy materials if such proposals are received by the Company no later than January 22, 2016.

In addition, the Company’s Bylaws establish procedures for shareholder nominations for election of directors of the Company and bringing business before any annual meeting of shareholders of the Company. Among other things, to bring business before an annual meeting or to nominate a person for election as a director at an annual meeting, a shareholder must give written notice to the Secretary of the Company not less than 90 days (and, in the case of nominations, not more than 120 days) prior to the third Thursday after the first Friday in the month of April next following the last annual meeting held. The notice must contain certain information about the proposed business or the nominee and the shareholder making the proposal as specified in the Bylaws. Nominations for election of directors must include a completed D&O questionnaire from the nominee and specified written affirmations and other materials as described in the Bylaws.

Under the Company’s Bylaws, appropriate shareholder proposals, including shareholder nominations for election of directors of the Company, will be presented at the 2019 Annual Meeting of Shareholders without inclusion in the proxy materials if such proposals are received by the Company no later than January 25, 2019.

Any shareholder interested in making a nomination or proposal should request a copy of the applicable Bylaw provisions from the Secretary of the Company or obtain them from the Company’s website (www.sensient.com), and send any such nomination or proposal to the Secretary of the Company at the Company’s executive offices at 777 East Wisconsin Avenue, 11th Floor, Milwaukee, Wisconsin 53202.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THEVOTE ON A PHYSICAL PROXY CARD, OR VOTE BY PHONE, OR BY INTERNET ACCORDING TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. IF YOUR SHARES ARE REGISTERED IN THE NAME OF A BROKER OR BANK, ONLY YOUR BROKER OR BANK CAN SUBMIT THE PROXY CARD ON YOUR BEHALF. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM OR HER TO SUBMIT THE PROXY CARD ON YOUR BEHALF.

UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, ADDRESSED TO THE SECRETARY OF THE COMPANY, THE COMPANY WILL PROVIDE TO SUCH SHAREHOLDER WITHOUT CHARGE A COPY OF THE COMPANY’S 20142017 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.COMMISSION AND THE EXHIBITS TO THE 2017 ANNUAL REPORT.

By Order of the Board of Directors
John L HammondJ. Manning
Secretary
 
6864
Appendix A

SENSIENT TECHNOLOGIES CORPORATION
DIRECTOR SELECTION CRITERIA

Business Background, Skills and Experience
 
In order to be considered as a potential or continuing member of the Board of Directors of Sensient Technologies Corporation (the “Company”), candidates should have relevant business and industry skills and experience, including a background, demonstrated skills or experience in at least one of the following areas:

Substantial recent business experience at the senior management level, preferably as chief executive officer.

Recent leadership position in the administration of a major college or university.

Recent specialized expertise at the doctoral level in a science or discipline important to the Company’s business.

Recent prior senior level governmental or military service.

Financial expertise or risk assessment, risk management or employee benefit skills or experience.

In addition, international experience in geographic areas which are significant to the Company is highly desirable.

The Board will consider the desirability of the continued service of directors who change their primary employment. Such directors are expected to tender their resignations to assist the Board in evaluating such desirability on a timely basis.

Personal
 
Candidates should possess strong personal attributes, including ability, unquestionable integrity and honesty, leadership, independence, interpersonal skills and strong moral values.

Candidates (other than the Chairman of the Board, and the President and Chief Executive Officer) should be independent of management and free of potential material conflicts with the Company’s interests.

NOTE: CANDIDATES ARE GENERALLY EXPECTED TO MEET THE INDEPENDENCE REQUIREMENTS RELATING TO DIRECTORS UNDER APPLICABLE LAWS AND REGULATIONS. NOMINEES ARE ALSO REQUIRED TO PROVIDE A WRITTEN AFFIRMATION THAT, AMONG OTHER THINGS, THE NOMINEE IS NOT AN EMPLOYEE, DIRECTOR OR AFFILIATE OF ANY COMPETITOR OF THE COMPANY.

Other
 
In considering any particular candidate, the Board will consider the following additional factors:

The candidate’s ability to work constructively with other members of the Board and with management.

Whether the candidate brings an appropriate mix of skills and experience that will enhance the diversity and overall composition of the Board. Directors should be selected so that the Board is a diverse body, with diversity reflecting gender, race, ethnicity, national origin and professional experience.

Whether the candidate is able to devote the time necessary to properly discharge his or her responsibilities. The Board will consider the number of other boards on which the candidate serves, and the likelihood that such other service will interfere with the candidate’s ability to perform his or her responsibilities to the Company.

Candidates will be considered without discrimination because of their race, religion, color, sex, age, national origin, disability, veteran or military status or any other characteristic protected by state, federal or local law.
 
A-1
Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945
Address Change? Mark box, sign, and indicate changes below: ☐
TO VOTE BY INTERNET OR
TELEPHONE, SEE REVERSE SIDE
OF THIS PROXY CARD.

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
 
The Board03 Edward H. Cichurski ■ ■ ■ 08 Scott C. Morrison ■ ■ ■ 04 Mario Ferruzzi ■ ■ ■ 09 Elaine R. Wedral ■ ■ ■ 05 Donald W. Landry ■ ■ ■ 10 Essie Whitelaw ■ ■ ■ 2. Proposal to approve the compensation paid to Sensient’s named executive officers, as disclosed pursuant to Item 402 of Directors Recommends a Vote “FOR” all Nominees listedRegulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in Item 1,
and “FOR” Items 2, 3 and 4.

1.   Election of directors:01 Hank Brown06 Kenneth P. Manning☐Vote FOR☐Vote
02 Joseph Carleone07 Paul Manningall nomineesWITHHELD
03 Edward H. Cichurski08 Deborah McKeithan-Gebhardt(except as marked)from all nominees)
04 Fergus M. Clydesdale09 Elaine R. Wedral
05 James A. D. Croft10 Essie Whitelaw

Please fold here - Do not separate

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

2.Proposal to approve the compensation paid to Sensient’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the accompanying proxy statement.
the accompanying proxy statement. ■ For ■ Against ■ Abstain 3. Proposal to ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of Sensient for 2018. ■ For ■ Against ■ Abstain In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. ☐ For
☐ Against
☐ Abstain
3.Proposal to approve an amendment to Sensient’s Amended and Restated Articles of Incorporation to provide a majority voting standard for future uncontested elections of directors.
☐ For
☐ Against
☐ Abstain
4.Proposal to ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of Sensient for 2015.
☐ For
☐ Against
☐ Abstain
5.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN ITEM 1, AND “FOR” ITEMS 2 3 AND 4.

Date
3. Date _____________________________________ Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis trators, etc., should include title and authority  Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Please fold here – Do not separate TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. Address Change? Mark box, sign, and indicate changes below: ■ Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD. The Board of Directors Recommends a Vote “FOR” all Nominees listed in Item 1, and “FOR” Items 2 and 3. 1. Election of directors: FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Hank Brown ■ ■ ■ 06 Paul Manning ■ ■ ■ 02 Joseph Carleone ■ ■ ■ 07 Deborah McKeithan-Gebhardt■ ■ ■
 
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
SENSIENT TECHNOLOGIES CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

To be held Thursday, April 23, 201526, 2018
2:00 p.m., Central Time

Trump International Hotel
401 North Wabash Avenue
Chicago, Illinois

 
Sensient Technologies Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
proxy
 
This proxy is solicited on behalf of the Board of Directors of Sensient Technologies Corporation.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. Shares held in the same registration will be combined into the same proxy card whenever possible. However, shares held with different registrations cannot be combined and therefore a shareholder may receive more than one proxy card. If you hold shares in multiple accounts with different registrations, you must vote each proxy card you received to ensure that all shares you own are votedvoted.

If no choice is specified, the proxy will be voted "FOR"“FOR” all nominees listed in Item 1, and "FOR"“FOR” Items 2 3 and 4.3.

By signing this proxy, you revoke all prior proxies and constitute and appoint KENNETH P.PAUL MANNING and JOHN L. HAMMOND,J. MANNING, and each of them, with full power of substitution, your true and lawful Proxies, to represent and vote, as designated below, all shares of Common Stock of Sensient Technologies Corporation which you are entitled to vote at the Annual Meeting of Shareholders of such corporation to be held at the Trump International Hotel, 401 North Wabash Avenue, Chicago, Illinois on Thursday, April 23, 2015,26, 2018, 2:00 p.m., Central Time, and at any adjournment thereof.

This card also constitutes voting instructions to the trustees or administrators, as applicable, of certain of Sensient Technologies Corporation’s employee benefit plans to vote shares attributable to accounts the undersigned may hold under such plans as indicated on the reverse of this card. If no voting instructions are provided, the shares will be voted in accordance with the provisions of the respective plans.

Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week

Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
 
INTERNET
www.proxypush.com/sxt
PHONE
1-866-883-3382
MAIL
 
Mark, sign and date your proxy
Use the Internet to vote your proxy
until 12:00 p.m. (CT) on
April 22, 2015.25, 2018. For shares held in
Sensient’s employee benefit plans,
the deadline is 12:00 p.m. (CT)
on April 20, 2015.
23, 2018.
PHONE
1-866-883-3382
Use a touch-tone telephone to
vote your proxy until 12:00 p.m. (CT)
(CT) on April 22, 2015.25, 2018. For shares held
in Sensient’s employee benefit plans,
the deadline is 12:00 p.m. (CT)
on April 20, 2015.
23, 2018.
MAIL
Mark, sign and date your proxy
card and return it in the
postage-paid envelope provided.

If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.