☐oooConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))oo o o o
☐oooConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))oo o o o
| | Valleybrooke Corporate Center 300 Lindenwood Drive Malvern, Pennsylvania 19355-1740 |
March 26, 2019
http://www.virtualshareholdermeeting.com/PQG2021.
April 29th.
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| | Valleybrooke Corporate Center 300 Lindenwood Drive Malvern, Pennsylvania 19355-1740 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Stockholders of record at the close of business on March 18, 20198, 2021 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.
To attend the Annual Meeting, you must demonstrate that you were a PQ stockholder as
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.
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| | 2021 PROXY STATEMENT |
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2019
1. | To elect the four Class |
2. | To hold an advisory vote on the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”) (Proposal 2). |
3. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, |
4. | To consider any other business properly brought before the Annual Meeting. |
This Proxy Statement, the proxy card and the Annual Report to stockholders for the fiscal year ended December 31, 20182020 are being first mailed to stockholders on or about March 26, 2019.
April 1, 2021.
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We will also consider other business properly brought before the Annual Meeting.
2 | | | | | 2021 PROXY STATEMENT | | |
virtual meeting website during the meeting.
How do I vote?
Phone. |
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. Even if you plan on attending the Annual Meeting in person,online, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.
2021 PROXY STATEMENT | | | | | 3 |
What happens if I do not instruct how my shares should be voted?
then the persons named as proxy holders, Joseph S. Koscinski and William J. Sichko, Jr., will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.
What are routine and non-routine proposals?
A broker, bank or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal 3.
If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposals 1 and 2.
4 | | | | | 2021 PROXY STATEMENT | | |
Proposals 1, 2 and 3.
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| Name | | | Age | | | Position | | | Class | |
| Belgacem Chariag | | | | | | | Class I | | ||
| Greg Brenneman | | | | | Director | | | Class I | | |
| Jonny Ginns | | | | | Director | | | Class I | | |
| Kyle Vann | | | | | Director | | | Class I | | |
| Robert Coxon | | | | | Director | | | Class II | | |
| Mark McFadden | | | | | Director | | | Class II | | |
| | | | | Director | | | Class II | | ||
| | | | | Director | | | Class II | | ||
| Martin Craighead | | | | | Director | | | Class III | | |
| Andrew Currie | | | | | Director | | | Class III | | |
| Timothy Walsh | | | | | Lead Independent Director | | | Class III | |
| | | | 2021 PROXY STATEMENT | |
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| | BELGACEM CHARIAG Age: Chairman, President and Chief Executive Officer | | | ||
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| | GREG BRENNEMAN Age: Independent Director | ||||
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Class III – Directors with Terms Expiring in 2020
Class I – Directors with Terms Expiring in 2021
Greg Brenneman has served on our Board since 2014. Mr. Brenneman is the Executive Chairman of CCMP Capital Advisors LP (“CCMP”) and is a member of the firm’s Investment Committee. Prior to joining CCMP in October 2008, Mr. Brenneman served as the Chief Executive Officer of QCE Holdings LLC (“Quiznos”), a U.S. quick service restaurant chain, from January 2007 until September 2008 and as the President of Quiznos from January 2007 until November 2007. He also served as the Executive Chairman from 2008 to 2009. Prior to joining Quiznos, Mr. Brenneman was the Chairman and Chief Executive Officer of Burger King Corporation from 2004 to 2006. Prior to joining Burger King, Mr. Brenneman was named the President and Chief Executive Officer of PwC Consulting in June 2002. Mr. Brenneman joined Continental Airlines in 1995 as the President and Chief Operating Officer and as a member of its board of directors. In 1994, Mr. Brenneman founded Turnworks, Inc., his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Mr. Brenneman was a Vice President for Bain and Company. Mr. Brenneman currently serves on the | ||||||
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| | JONNY GINNS Age: Independent Director | | | Jonny Ginns has served on our Board since 2010. Mr. Ginns joined INEOS in 2006 as the Group General Counsel, having worked as an external lawyer for a number of years before that. He has experience across a wide range of fields, including mergers & acquisitions, disposals, joint ventures, litigation, finance and employee benefits, and acts as a director for a number of INEOS entities. Because of his significant core business skills, including financial and strategic planning, we believe Mr. Ginns is well qualified to serve on our Board. | |
2021 PROXY STATEMENT | | | | | 7 |
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| | KYLE VANN Age: Independent Director | | | Kyle Vann has served on our Board since 2014. Mr. Vann | |
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| | ROBERT COXON Age: 73 Independent Director | | | Robert Coxon has served on our Board since 2007. Mr. Coxon was previously a Senior Advisor to The Carlyle Group, assisting buyout teams in Europe, the United States, the Middle East and Asia until 2013. In that role, he advised Carlyle in making and managing investments in the chemicals sector and was based in London. Prior to joining Carlyle, Mr. Coxon was the Senior Vice President of ICI and the Chief Executive Officer of Synetix, a leading global catalyst company. From 2003 until 2017, Mr. Coxon served as the Chairman of the UK Center for Process Innovation, an international research center in printable electronics, bio-processing and low carbon energy. Because of his extensive experience in the chemicals sector, we believe Mr. Coxon is well qualified to serve on our Board. | |
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| | MARK MCFADDEN Age: 43 Independent Director | | | Mark McFadden has served on our Board since 2016. Mr. McFadden is a Managing Director of CCMP and member of its Investment Committee. At CCMP, Mr. McFadden focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. McFadden was with J.P. Morgan Partners, LLC between 2002 and 2006. Prior to that, Mr. McFadden was an investment banking analyst at Credit Suisse First Boston and Bowles Hollowell Conner. From 2012 until 2018, Mr. McFadden served on the board of Milacron Holdings Corp. Because of his extensive experience in the industrial sector and his significant experience in, and knowledge of, corporate finance and strategic development, we believe Mr. McFadden is well qualified to serve on our Board. | |
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| | SUSAN F. WARD Age: Independent Director | | | ||
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| | CHRISTOPHER BEHRENS Age: 60 Independent Director | | | Christopher Behrens has served on our Board since 2019. Mr. Behrens is a Senior Advisor at CCMP and from August 2006 until December 2019 he was a Managing Director and member of the firm’s Investment Committee. Mr. Behrens has extensive experience investing in a number of industries, including the energy, industrial and distribution sectors. Prior to joining CCMP upon its formation in August 2006, Mr. Behrens was with J.P. Morgan Partners, LLC and its predecessors from 1988 until 2006. Prior to that, he was in the Investment Banking group of The Chase Manhattan Corporation. Mr. Behrens previously served as a member of the board of directors of Chaparral Energy, Inc. from 2010 until 2017 and as a member of our Board from 2014 until 2017. Because of his past service on our Board and his extensive | |
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| | MARTIN CRAIGHEAD Age: 61 Independent Director | | | Martin Craighead has served on our Board since 2017. Mr. Craighead served as the Chief Executive Officer of Baker Hughes Incorporated, a supplier of oilfield services, from 2012 to 2017. He has also served as Chairman of the board of directors of Baker Hughes Incorporated from 2013 to 2017 and was a member of their board of directors from 2011 until 2017. From 2017 until May 2019, Mr. Craighead served on the board of Baker Hughes, a GE company, following the combination of Baker Hughes with GE’s oil and gas business. Mr. Craighead currently serves on the boards of directors of Texas Instruments Inc., where he is a member of its Compensation Committee, and Emerson Electric Company, where he is a member of its Compensation and Corporate Governance and Nominating Committees. He first joined Baker Hughes Incorporated in 1986 and was its Chief Operating Officer from 2009 to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Because of his industry expertise in the energy sector and extensive management experience, we believe Mr. Craighead is well qualified to serve on our Board. | |
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| | ANDREW CURRIE Age: 65 Independent Director | | | Andrew Currie has served on our Board since 2008. Mr. Currie has been a director of INEOS Group, an affiliate of INEOS Limited (“INEOS”), since 1999, a partner of INEOS since 2000 and a director of INEOS AG since March 2010 when the ownership of the INEOS business was transferred to Switzerland. He was previously a Managing Director of Laporte Performance Chemicals, having served as a director of the Inspec Group from 1994 until the Laporte acquisition of Inspec in 1998. Mr. Currie spent the first 15 years of his career with BP Chemicals in various technical and business management functions. Because of his experience in the chemicals sector and his significant core business skills, including financial and strategic planning, we believe Mr. Currie is well qualified to serve on our Board. | |
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| | TIMOTHY WALSH Age: 57 Lead Independent Director | | | Timothy Walsh has served on our Board since 2014. Mr. Walsh is the President and Chief Executive Officer of CCMP and is a member of the firm’s Investment Committee. Mr. Walsh focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. Walsh was with J.P. Morgan Partners, LLC and its predecessors from 1993 until 2006. Prior to that, Mr. Walsh worked on various industry-focused client teams within The Chase Manhattan Corporation. Mr. Walsh previously served on the boards of directors of Milacron Holdings Corp. from 2012 until 2019 and Generac Holdings Inc. from 2006 until 2016. Because of his knowledge of the industrial sector and his extensive experience in business and finance, we believe Mr. Walsh is well qualified to serve on our Board. | |
10 | | | | | 2021 PROXY STATEMENT | | |
All cash and equity awards granted under the non-employee director compensation policy are granted under, and subject to the limits of, the PQ Group Holdings Inc. 2017 Omnibus Incentive Plan, as amended and restated (the “2017 Plan”). Annual retainers are paid quarterly in arrears.
On June 15, 2020, the Company granted to Ms. Ward 14,533 restricted stock units. The award vests subject to the continued service of Ms. Ward through June 15, 2021 (or upon an earlier occurrence of a change in control).
In connection with
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Name | Ownership Requirement | Ownership relative to Requirement (1) | ||||
Robert Coxon | $ | 625,000 | 1.89x | |||
Martin S. Craighead | $ | 625,000 | 1.08x | |||
Kimberly Ross | $ | 625,000 | .66x | |||
Kyle Vann | $ | 625,000 | 2.55x |
| Name | | | Ownership Requirement | | | Ownership(1) | |
| Robert Coxon | | | $625,000 | | | 2.08x | |
| Martin S. Craighead | | | $625,000 | | | 1.40x | |
| Kyle Vann | | | $625,000 | | | 2.63x | |
| Susan F. Ward(2) | | | $625,000 | | | 0.30x | |
(1) | In accordance with our stock ownership guidelines, ownership amounts have been determined based on a share price of |
(2) | Ms. Ward joined our Board on June 1, 2020. |
Director Compensation Table
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||
Greg Brenneman | — | — | — | — | — | ||||||||||
Robert Coxon | 65,000 | 199,994 | — | — | 264,994 | ||||||||||
Martin S. Craighead | 50,000 | 199,994 | — | — | 249,994 | ||||||||||
Andy Currie | — | — | — | — | — | ||||||||||
Jonny Ginns | — | — | — | — | — | ||||||||||
Mark McFadden | — | — | — | — | — | ||||||||||
Kimberly Ross | 70,000 | 199,994 | — | — | 269,994 | ||||||||||
Robert Toth | — | — | — | — | — | ||||||||||
Kyle Vann | 50,000 | 199,994 | — | — | 249,994 | ||||||||||
Timothy Walsh | — | — | — | — | — |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) | |
| Christopher Behrens | | | — | | | — | | | — | | | — | | | — | |
| Greg Brenneman | | | — | | | — | | | — | | | — | | | — | |
| Robert Coxon | | | 65,000 | | | 199,993 | | | — | | | — | | | 264,993 | |
| Martin S. Craighead | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | |
| Andy Currie | | | — | | | — | | | — | | | — | | | — | |
| Jonny Ginns | | | — | | | — | | | — | | | — | | | — | |
| Mark McFadden | | | — | | | — | | | — | | | — | | | — | |
| Kimberly Ross(4) | | | 29,167 | | | 199,993(4) | | | — | | | — | | | 229,160(4) | |
| Kyle Vann | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | |
| Susan F. Ward(5) | | | 40,833 | | | 183,334 | | | — | | | — | | | 224,167 | |
| Timothy Walsh | | | — | | | — | | | — | | | — | | | — | |
(1) | Mr. Coxon and Ms. Ross received an additional annual retainer for their services as committee chairs. Mr. Coxon served as the chair of the Health, Safety and Environment Committee, and Ms. Ross served as chair of the Audit |
(2) | As required by SEC rules, amounts shown present the aggregate grant date fair value of restricted stock unit awards granted to our non-employee directors during |
(3) | As of December 31, |
(4) | Ms. Ross |
(5) | Ms. Ward joined our Board on June 1, 2020. |
12 | | | | | | |
Name | Audit | Compensation | Nominating and Corporate Governance | Health, Safety and Environment |
Kimberly Ross | * | |||
Mark McFadden(1) | X | |||
Jonny Ginns | X | |||
Timothy Walsh | * | |||
Andrew Currie | X | X | ||
Greg Brenneman | * | |||
Martin Craighead | X | X | ||
Kyle Vann(1)(2) | X | X | ||
Robert Coxon | X | * | ||
Robert Toth | X | |||
Number of meetings during fiscal 2018 | 5 | 3 | 1 | 3 |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety and Environment | |
| Susan Ward(1) | | | * | | | | | | | | |||
| Kimberly Ross(1) | | | * | | | | | | | | |||
| Jonny Ginns | | | | | | | | | X | | |||
| Timothy Walsh | | | | | * | | | | | | |||
| Andrew Currie | | | | | X | | | X | | | | ||
| Greg Brenneman | | | | | | | * | | | | |||
| Martin Craighead | | | | | | | X | | | X | | ||
| Kyle Vann | | | X | | | X | | | | | | ||
| Robert Coxon | | | X | | | | | | | * | | ||
| Number of meetings during fiscal 2020 | | | 5 | | | 4 | | | 1 | | | 2 | |
* | Committee Chairperson |
(1) |
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The Audit Committee currently consists of Kimberly Ross,Susan Ward, Robert Coxon and Kyle Vann, with Ms. RossWard serving as chairperson of the committee. Our Board has determined that Ms. RossWard and Messrs. Coxon and Vann each meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the governance and listing standards of the New York Stock Exchange. All of the members of the Audit Committee are financially literate and Ms. RossWard is also considered an “audit committee financial expert” within the meaning of the applicable rules of the Securities and Exchange Commission.
Robert Coxon, Jonny Ginns and Martin Craighead, and Robert Toth, with Mr. Coxon serving as chairperson of the committee. The Health, Safety and
14 | | | | | 2021 PROXY STATEMENT | | |
2021 PROXY STATEMENT | | | | | 15 |
90th90th day nor earlier than the close of business on the 120th120th day prior to the anniversary date of the prior year’s annual meeting, except that if the annual meeting is set for a date that is not within 30 days of such anniversary date, we must receive the notice no later than the close of business on the tenth day following the day on which the date of the annual meeting is first disclosed in a public announcement. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information and the information required by Section 1.2 of our Bylaws. Recommendations should be sent to c/o Secretary, PQ Group Holdings Inc., 300 Lindenwood Drive, Malvern, Pennsylvania 19355. The Nominating and Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders in the same manner as candidates from other sources. The Nominating and Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.
16 | | | | | 2021 PROXY STATEMENT | | |
Since our initial public offering, we have maintained a classified board structure in which directors are divided into three classes and one class is elected each year to serve a three-year term. The Board believes that this classified board structure promotes continuity and stability of strategy, encourages a long-term perspective by Company management, because a majority of directors will always have experience as directors of the Company, and facilitates the ability of the Board to focus on creating long-term stockholder value. |
The Chief Executive Officer reviews succession planning and management development with the Board and the Nominating and Corporate Governance Committee on an annual basis. This succession planning includes the development of policies and principles for selection of the Chief Executive Officer, including succession in the event of an emergency or retirement.
In general, the Board does not have a policy limiting the number of other public company boards of directors upon which a director may sit. However, the Nominating and Corporate Governance Committee shall consider the number of other boards of directors (or comparable governing bodies), particularly with respect to public companies, on which a prospective nominee is a member. Although the Board does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to membership on the Board and expects that directors devote all such time as is necessary to fulfill their accompanying responsibilities, both in terms of preparation for, and attendance and participation at, meetings.
2021 PROXY STATEMENT | | | | | 17 |
18 | | | | | | |
| Name | | | Age | | | Position | |
| Belgacem Chariag | | | | | Chairman, President and Chief Executive Officer | | |
| Michael Crews(1) | | | | | Executive Vice President and Chief Financial Officer | | |
| | | 56 | |||||
Vice President and President — Performance Chemicals | | |||||||
| Ray Kolberg(2) | | | | | Vice President and President — Catalysts | | |
| Kurt Bitting | | | | | Vice President and President — Refining Services | | |
| Joseph S. Koscinski | | | | | Vice President, Secretary and General Counsel | | |
| William J. Sichko, Jr. | | | | | Vice President, Chief Administrative Officer | | |
| Thomas Schneberger(3) | | | 49 | | | Vice President — Strategy and Business Development | |
| Elaine T. Simpson(4) | | | 63 | | | Vice President — Health, Safety, Environment and Sustainability | |
(1) | Mr. Crews will retire from the Company effective September 30, 2021. |
(2) | Mr. Kolberg became our Vice President — Technology and Business Development on March 15, 2021. |
(3) | Mr. Schneberger became our Vice President and President — Catalysts on March 15, 2021. |
(4) | Ms. Simpson was named our Vice President — Health, Safety, Environment and Sustainability as of March 5, 2021. |
Biographical information concerning Belgacem Chariag, our Chairman, President and Chief Executive Officer, is set forth above under “Board of Directors.”
Scott Randolph became our Vice President and President—Performance Materials in March 2019 after having served as Executive Vice President and Group President—Performance Materials and Chemicals from December 2016 to February 2019. From March 2016 to December 2016, Mr. Randolph served as Vice President and President—Global Performance Chemicals after previously serving as Vice President and President—Performance Chemicals Americas and Australia and Performance Materials. From April 2005 to May 2016, Mr. Randolph served as President of Performance Materials. Mr. Randolph originally joined us as Senior Vice President Strategic Planning in February 2005. From 2000 to 2005, Mr. Randolph held the position of Chief Financial Officer with Peak Investments, LLC. From 1990 to 2000, Mr. Randolph held a number of management positions with Harris Chemical Group and IMC Global following IMC Global’s acquisition of Harris Chemical Group. Mr. Randolph’s last position with IMC Global was General Manager of the Worldwide Boron Business. From 1989 to 1990, Mr. Randolph held management positions with General Chemical. Prior to that, Mr. Randolph served as a nuclear trained naval officer from 1984 to 1989.
David J. Taylor
RayBusiness development on March 15, 2021. From March 2019 to March 14, 2021, Mr. Kolberg became served as our Vice President and President—Catalysts, in March 2019 and hasprior to that served as the President of our Catalysts group sincebeginning in January 2016. From February 2012 through December 2015, Mr. Kolberg was Senior Vice President of Formulated Products for Momentive Performance Materials.
Kurt Bitting became Vice President and President—Refining Services in March 2019. From September 2017 until February 2019, Mr. Bitting served as PQ’s Vice President—Refining Services and between May 2016, when he joined PQ as a result of the business combination with Eco Services, and August 2017, he was Business Director in the Refining Services business. Prior to joining PQ, Mr. Bitting held management positions at Kinder Morgan, Inc., Sprint Corporation, Solvay USA Inc. and Eco Services Operations LLC. As a CaptainMr. Bitting began his career in the U.S. Army Mr. Bittingwhere he served as a Company Commander in the 10th10th Mountain Division.
2021 PROXY STATEMENT | | | | | 19 |
20192021 PROXY STATEMENT
The percentage ownership information shown in the table below is based upon 135,727,810136,935,636 shares of Common Stock outstanding as of March 1, 2019.
8, 2021.
Name | Number of Shares | Percentage | ||||
Beneficial holders of 5% or more of our outstanding Common Stock: | ||||||
CCMP Capital Investors III, L.P. and related investment funds(1) | 61,962,767 | 45.7% | ||||
INEOS Investments Partnership(2) | 32,909,062 | 24.2% | ||||
Directors and named executive officers: | ||||||
James F. Gentilcore(3) | 843,716 | * | ||||
Greg Brenneman(4) | — | — | ||||
Timothy Walsh(4) | — | — | ||||
Mark McFadden(4) | — | — | ||||
Robert Toth(4) | — | — | ||||
Robert Coxon(5) | 88,196 | * | ||||
Andrew Currie(6) | — | — | ||||
Jonny Ginns | 10,699 | * | ||||
Kyle Vann(7) | 89,593 | * | ||||
Martin Craighead | 29,515 | * |
| Name | | | Number of Shares | | | Percentage | |
| Beneficial holders of 5% or more of our outstanding Common Stock: | | | | | | ||
| CCMP Capital Investors III, L.P. and related investment funds(1) | | | 61,962,767 | | | 45.25% | |
| INEOS Limited(2) | | | 32,909,062 | | | 24.03% | |
| Directors and named executive officers: | | | | | | ||
| Belgacem Chariag(3) | | | 415,599 | | | * | |
| Greg Brenneman(4) | | | — | | | — | |
| Timothy Walsh(4) | | | — | | | — | |
| Mark McFadden(4) | | | — | | | — | |
| Christopher Behrens(4) | | | — | | | — | |
| Robert Coxon(5) | | | 127,623 | | | * | |
| Andrew Currie(6) | | | — | | | — | |
| Jonny Ginns | | | 23,811 | | | * | |
| Kyle Vann(7) | | | 129,020 | | | * | |
| Martin Craighead | | | 68,942 | | | * | |
| Susan F. Ward | | | — | | | — | |
| | | | 21 |
Name | Number of Shares | Percentage | ||
Kimberly Ross | 12,375 | * | ||
Belgacem Chariag | — | * | ||
Michael Crews(8) | 260,127 | * | ||
Scott Randolph(9) | 330,397 | * | ||
Paul Ferrall(10) | 777,046 | * | ||
David J. Taylor(11) | 46,910 | * | ||
All executive officers and directors as a group (18 persons)(12) | 3,471,270 | 2.6% |
| Name | | | Number of Shares | | | Percentage | |
| Michael Crews(8) | | | 397,890 | | | * | |
| Scott Randolph(9) | | | 410,032 | | | * | |
| Ray Kolberg | | | 121,552 | | | * | |
| Albert F. Beninati, Jr. | | | 7,518 | | | * | |
| Joseph S. Koscinski(10) | | | 226,309 | | | * | |
| All executive officers and directors as a group (19 persons)(11) | | | 4,422,810 | | | 3.23% | |
* | Indicates less than 1% |
(1) | Includes 29,370,897 shares of our Common Stock held by CCMP Capital Investors III, L.P. (“CCMP Capital Investors”), 2,977,037 shares of our Common Stock held by CCMP Capital Investors III (Employee), L.P. (“CCMP Employee”), 8,954,565 shares of our Common Stock held by CCMP Capital Investors III (AV-7), L.P. (“CCMP AV-7”), 506,610 shares of our Common Stock held by CCMP Capital Investors III (AV-8), L.P. (“CCMP AV-8”), 10,127,880 shares of our Common Stock held by CCMP Capital Investors III (AV-9), L.P. (“CCMP AV-9”), 663,600 shares of our Common Stock held by CCMP Capital Investors III (AV-10), L.P. (“CCMP AV-10” and, together with CCMP Capital Investors, CCMP Employee, CCMP AV-7, CCMP AV-8 and CCMP AV-9, the “CCMP Capital Funds”) and 9,362,178 shares of our Common Stock held by Quartz Co-Invest, L.P. (“Quartz” and, together with the CCMP Capital Funds, the |
(2) | The |
(3) | Includes |
(4) | Does not include shares of our Common Stock held by the CCMP Investors. The address of each of Messrs. Brenneman, McFadden, |
(5) | Includes 25,476 shares of our restricted Common Stock subject to vesting conditions. |
(6) | Does not include shares of our Common Stock held by INEOS |
(7) | Includes 30,472 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(8) | Includes |
(9) | Mr. Randolph formerly served as Vice President and President—Performance Materials. His employment with the Company terminated on December 14, 2020, which was the date that the Company completed its divestiture of its Performance Materials segment to an affiliate of The Jordan Company, L.P. Includes |
(10) |
(11) | Includes |
22 | | | | | | |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our Common Stock to file reports of holdings and transactions in our Common Stock with the Securities and Exchange Commission. Specific due dates for these reports have been established and we are required to report any failure to file by such dates during fiscal year 2018. Based on our review of filings made with the Securities and Exchange Commission and representations made by our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% holders timely filed all reports that were required to be filed under Section 16(a).
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2020.
| Executive | | | Title | |
| Belgacem Chariag | ||||
Chairman, President and Chief Executive Officer | |
| Michael Crews | | Executive Vice President and Chief | | |
| Ray Kolberg(1) | | | Vice President — Technology and Business Development | |
| Joseph S. Koscinski | | | Vice President, Secretary and General Counsel | |
| Albert F. Beninati, Jr. | | | Vice President and President — Performance Chemicals | |
| Scott Randolph(2) | | | Vice President and President — Performance Materials | |
(1) | Mr. |
(2) | Mr. Randolph formerly served as Vice President and President—Performance Materials. His employment with the Company terminated on December 14, 2020, which was the date that the Company completed the divestiture of its Performance Materials |
Executive Summary
2018
24 | | | | | | |
In 2018, the Compensation Committee approved the following compensation decisions in connection with Mr. Chariag joining the Company as President and Chief Executive Officer, Mr. Gentilcore transitioning to the position of Executive Chairman and later resigning from that position and from our Board of Directors, and the promotion of Mr. Taylor.
In addition, with respect to 2018, the Compensation Committee approved an annual incentive payment to each of our named executive officers under the PQIP, our annual incentive plan described below, based(the “PQIP”) for 2020, relative to 2019. The changes included increasing the weight of the EBITDA metric from 50 percent to 60 percent of the total target award, and increasing the weight of the safety metric from 15 percent to 20 percent of the total target award. The 2020 PQIP metrics are discussed in more detail, below.
adjustment of the 2020 PQIP Adjusted EBITDA performance metrics was not in the best interests of our shareholders.
| What We Do | | |||
| Pay for performance | | | Consistent with our goal of creating a performance-oriented environment, a substantial portion of executive pay is based on the achievement of specific strategic and financial goals or the performance of our Common Stock. Our “pay for performance” culture was further strengthened with the introduction of TSR as a metric in the 2020 PSU grant and the continued use of TSR in the 2021 grant. | |
| Equity vesting on account of a change in control | | | No automatic vesting of equity occurs in the event of a change in control. There is no “single trigger” vesting on a change in control; i.e., vesting whether or not the holder of non-vested equity loses his or her job. Moreover, if there is a change in control and an equity holder loses his or her job, there is no vesting of non-vested equity. | |
| Stock ownership guidelines | | | Our Chief Executive Officer must hold shares of our Common Stock having a value of at least 5X base salary, and the other named executive officers must hold shares of our Common Stock having a value of at least 3X base salary. Our named executive officers have five years to comply with our stock ownership guidelines and are required to retain at least 50% of the after-tax shares received from equity awards until the required ownership levels are achieved. | |
| Clawback | | | Our named executive officers, in certain circumstances, would be required to return the value of equity awards if our financial statements are restated as a result of their wrongdoing. Additionally, our named executive officers would be required to return any gain received in connection with the exercise, vesting, payment or other realization of income related to an equity award in the event of a breach of any non-solicitation, non-interference or confidentiality obligations or violation of our Code of Conduct. | |
| Independent Compensation Consultant | | | The Compensation Committee retains an independent compensation consultant that provides no other services to the Company. | |
| | | | 25 |
| What We Don’t Do | | |||
| No rich supplemental retirement plan benefits are offered | | | We provide a modest supplemental retirement opportunity tied to the statutory caps in our 401(k) plan. | |
| No change in control excise tax gross ups | | | In accordance with good governance best practices, we provide no change in control excise tax gross-ups. | |
| No short-term trading, short sales, hedging or pledging | | | As part of our policy on insider trading and communications with the public, all of our employees, including our named executive officers, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges. | |
| No annual incentives for named executive officers | | | Minimum | |
Say on Pay Advisory Vote
At the May 4, 2018April 30, 2020 Annual Meeting of Stockholders, our first as a public company, stockholders approved, on an advisory basis, the compensation paid by us to our named executive officers. Approval was secured by 9799 percent of the votes cast.
In addition, the stockholders voted, on an advisory basis, to hold a say-on-pay advisory vote each year.
We seek to implement our pay philosophy by providing a total compensation package that includes three main components: base salary, annual performance-based bonus and long-term equity-based awards. The Compensation Committee takes into account individual performance and competitive market practice in determining the compensation package for each named executive officer. A compensation peer group has been formed with the assistance of our independent compensation consultant, and this peer group is referenced in the discussion below. We utilized the peer group as a tool in making compensation decisions for 2018,2020, and we expect to continue to utilize one when making compensation decisions going forward.
The Compensation Committee periodically reviews the composition of the peer group, and makes changes, as appropriate. As discussed in more detail below, changes were made to the peer group for the 2020 fiscal year.
26 | | | | | | |
period. Each of these elements of compensation is discussed in more detail below.
We will continue to promote share ownership and a strong pay-for-performance culture. We believe that this philosophy has been successful in motivating, retaining and incentivizing our named executive officers and providing value to our stockholders.
Compensation Consultant; Review of Relevant Compensation Data
2021 PROXY STATEMENT | | | | | 27 |
| Albermarle Corporation | |||||||
GCP Applied Technologies, Inc. | | | | |||||
| Avient Corporation | | | H.B. Fuller Company | | | Sensient Technologies Corporation | |
| Balchem Corporation | | | Ingevity Corporation | | | Stepan Company | |
| Cabot Corporation | | | Innospec, Inc. | | | W.R. Grace & Co. | |
| | | | | Westlake Chemical Corporation | | ||
| | | Kraton Corporation | | | | ||
| FMC Corporation | | | Minerals Technologies, Inc. | | | ||
|
In 2018,2020, the Compensation Committee reviewed competitive compensation practices, including peer group compensation data and a variety of other factors, to confirm that the structure of our cash compensation and equity-based awards was consistent with our compensation philosophy and market practice. As a result of that review in 2020, the Compensation Committee determined to structure the long term incentive grant to include both a financial and TSR vesting component for the PSUs, as well as the mix of PSUs and RSUs. In addition, the Compensation Committee used the peer group data provided by WealthPoint in order to determine the appropriate mix between cash compensation and equity-based awards and the appropriate size of cash compensation and equity-based awards for Mr. Chariag when he joined the Company and for Mr. Taylor, as it related to cash compensation, in connection with his promotion.
awards.
As noted above, long-term equity incentive awards were made only to Mr. Chariag and Mr. Gentilcore in 2018.
Base Salary
We provide an annual base salary to our named executive officers to induce talented executives to join or remain with our Company, to compensate them for their services during the year and to provide them with a stable source of income.
28 | | | | | 2021 PROXY STATEMENT | | |
The annual
Executive | 2017 | 2018 | ||||
Belgacem Chariag(1) | N/A | $ | 880,000 | |||
Michael Crews | $ | 480,000 | $ | 480,000 | ||
Scott Randolph | $ | 480,000 | $ | 480,000 | ||
David J. Taylor(2) | $ | 400,000 | $ | 480,000 | ||
Paul Ferrall | $ | 480,000 | $ | 480,000 | ||
James Gentilcore(3) | $ | 880,000 | $ | 880,000 |
| Executive | | | 2019 | | | 2020 | |
| Belgacem Chariag | | | $880,000 | | | $960,000 | |
| Michael Crews | | | $480,000 | | | $505,000 | |
| Ray Kolberg | | | $425,000 | | | $450,000 | |
| Joseph S. Koscinski | | | $400,000 | | | $425,000 | |
| Albert F. Beninati, Jr. | | | $450,000 | | | $450,000(1) | |
| Scott Randolph | | | $480,000 | | | $495,000 | |
(1) | Mr. |
Annual Performance-Based Cash Awards – The PQIP
| Factor | | | Weight | | |
| Adjusted EBITDA | | | 60% | | |
| Adjusted Free Cash Flow | | | 20% | | |
| Safety | | | 20% | |
| | | Reason for inclusion in the PQIP | | |
| Adjusted EBITDA | | | Adjusted EBITDA is the most significant indicator of operating performance. Improvements in operating performance are directly linked to sustainable share value creation. | |
| Adjusted Free Cash Flow | | | Adjusted free cash flow is an important indicator of operating efficiency (e.g., the ability to increase margins by careful management of operating expenses) and management of capital expenditures. Improvements in adjusted free cash flow also equip the Company to pursue new opportunities. Increased operating efficiency and the successful pursuit of new opportunities lead to share value creation. | |
| Safety | | | There is a direct link between an improving safety record, higher worker productivity and sustained share value creation. | |
The threshold EBITDA goal must be attained for payouts under any of the three goals to be funded.
| | | | 29 |
| Metric/Goal | | | Definition | |
| Adjusted EBITDA | | | EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, nonrecurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture. | |
| Adjusted Free Cash Flow | | | Adjusted free cash flow consists of cash flow from operating activities less purchases of property, plant and equipment plus proceeds from asset sales plus net interest proceeds on | |
| Safety | | | Recordable rate of safety incidents, which is a standardized measure of OSHA-recordable injury or illness. For 2020 a second measure has been utilized, number of “Perfect Days”, which is the number of days without a significant safety or environmental incident. | |
Adjusted EBITDA and Adjusted Free Cash flowFlow are non-GAAP financial metrics. An explanation of how we calculate these metrics is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 filed with the Securities and Exchange Commission.
| Executive | | | FYE Target Award | |
| Belgacem Chariag | | | 100% | |
| Michael Crews | | | 75% | |
| | | 75% | | |
| | ||||
| 75% | | |||
| | | 55% | | |
| | | 75% | |
(1) | As indicated below in the section entitled “Transition and General Release Agreement with Mr. Randolph” Mr. Randolph received no PQIP payment for 2020 from PQ. |
For 2018,2020, the PQIP was structured to pay for achieving goals related to each of the threefour performance metrics.
Category | Weight | Scale | Threshold | Target | Maximum |
EBITDA | 50% | Performance as a percent of target | 93.2% | 100% | 104.1% |
Percentage of target bonus earned | 25% | 100% | 200% | ||
Adjusted Free Cash Flow | 25% | Performance as a percent of target | 86.2% | 100% | 110.3% |
Percentage of target bonus earned | 25% | 100% | 200% | ||
Safety | 25% | Performance as a percent of target | 90% | 100% | 150% |
Percentage of target bonus earned | 25% | 100% | 150% |
| Category | | | Weight | | | Scale | | | Threshold | | | Target | | | Maximum | |
| Adjusted EBITDA | | | 60% | | | Performance as a percent of target | | | 94.5% | | | 100% | | | 103% | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | ||||||
| Adjusted Free Cash Flow | | | 20% | | | Performance as a percent of target | | | 85.9% | | | 100% | | | 120% | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | ||||||
| Safety – Recordable Rate | | | 10% | | | Performance as a percent of target | | | 83.3% | | | 100% | | | 125% | |
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | | ||||||
| Safety-Perfect Days | | | 10% | | | Performance as a percent of target | | | 87.7% | | | 100% | | | 117.9% | |
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | |
30 | | | | | | |
| Safety Goal | | | Threshold | | | Target | | | Maximum | |
| Recordable Rate | | | 0.6 | | | 0.5 | | | 0.4 | |
| Number Perfect Days | | | 186 | | | 212 | | | 250 | |
(Thousands) | |||||||||
Measurement Category | Target | Actual | Achievement As a % of Target | ||||||
EBITDA | $ | 483,000 | $ | 460,156 | (1) | 95.2% | |||
Adjusted Free Cash Flow | $ | 145,000 | $ | 134,151 | 92.8% | ||||
Safety(2) | 0.90 | 0.71 | 117.6% |
| | | ($ in Thousands) | | |||||||
| Measurement Category | | | Target | | | Actual | | | Achievement As a % of Target | |
| Adjusted EBITDA(1) | | | $481,000 | | | $413,384 | | | Below Threshold | |
| Adjusted Free Cash Flow | | | $163,000 | | | $157,500 | | | 96.6% | |
| Safety – Recordable Rate | | | 0.5 | | | 0.32 | | | Maximum | |
| Safety – Perfect Days | | | 212 | | | 277 | | | Maximum | |
(1) | Represents Adjusted EBITDA as defined by the PQIP, which differs from Adjusted EBITDA that was reported in our |
| Executive/Business Unit(1) | | | Measurement Category | | | Target | | | Actual | | | Achievement As a % of Target | |
| Ray Kolberg | | | Recordable Rate | | | 1 | | | 0 | | | 200% | |
| Catalysts | | | Number Perfect Days | | | 335 | | | 356 | | | 106.3% | |
| Albert F. Beninati, Jr. | | | Recordable Rate | | | 4 | | | 4 | | | 100% | |
| Performance Chemicals | | | Number Perfect Days | | | 292 | | | 305 | | | 104.5% | |
(1) |
The actual bonus earned by each of the named executive officers for 20182020 was as follows:
| Executive | | | Adjusted EBITDA | | | Adjusted Free Cash Flow | | | Safety- Recordable Incidents | | | Safety- Perfect Days | | | Total PQIP Earned | |
| Belgacem Chariag | | | 0 | | | $157,565 | | | $192,000 | | | $192,000 | | | $541,565 | |
| Michael Crews | | | 0 | | | $62,164 | | | $75,750 | | | $75,750 | | | $213,664 | |
| Ray Kolberg | | | 0 | | | $55,394 | | | $67,500 | | | $67,500 | | | $190,394 | |
| Joseph S. Koscinski | | | 0 | | | $38,365 | | | $46,750 | | | $46,750 | | | $131,865 | |
| Albert F. Beninati, Jr. | | | 0 | | | $55,394 | | | $33,750 | | | $45,296 | | | $134,440 | |
2021 PROXY STATEMENT | | | | | 31 |
Executive | PQIP Earned | ||
Belgacem Chariag(1) | $ | 250,865 | |
Michael Crews | $ | 259,862 | |
Scott Randolph | $ | 259,862 | |
David J. Taylor | $ | 232,432 | |
Paul Ferrall | $ | 259,862 | |
James Gentilcore | $ | 635,219 |
| Factor | | Weight | | |
| Adjusted EBITDA | | | 60% | |
| Adjusted Free Cash Flow | | | 20% | |
| Safety (Recordable Rate and Perfect Days) | | | 20% | |
Long-Term Equity Based Incentive Awards
In keeping with our pay-for-performance philosophy, thetime vesting stock options, and restricted shares granted priorPSUs tied to our initial public offering partially vest based on time, partially vest based onboth financial performance and partially vest on both time and performance. TSR goals.
Of the time-vesting restricted shares and stock options issued prior to our initial public offering, which were granted under the PQ Group Holdings, Inc. Stock Incentive Plan (the “SIP”(“SIP”), the predecessor plan to the 2017 Plan, most of the awards vest ratably over a period of three years. Several awards vest in 50% increments over two and four years. All of these awards are subject to accelerated vesting upon a change in control.
. The performance-based stock options and performance-based restricted shares currently outstanding are all unvested and will vest only vest on the achievement with respect to shares of our Common Stock of an average closing trading price equal or exceeding, in any ten trading day period, the lowest amount which, when multiplied by the number of shares of our Common Stock then held by investment funds affiliated with CCMP and added to the aggregate net proceeds received by investment funds affiliated with CCMP with respect to their shares of capital stock of the Company, would yield a quotient of equal or greater than two when divided by the equity investment in the Company by investment funds affiliated with CCMP. The quotient described above is referred to in this Compensation Discussion and Analysis as the “MOI Target.” As of December 31, 2018,2020, none of the performance-based stock options and performance-based restricted shares granted prior to our initial public offering had vested.
| | | | 2021 PROXY STATEMENT | |
Grants in 2018
As stated above,
Executive | Number of Options | Exercise Price | Number of Restricted Stock Units/Shares | Grant Date Fair Value | ||||||||
Belgacem Chariag(1) | 241,316 | $ | 17.50 | 75,429 | $ | 2,640,000 | ||||||
James Gentilcore(2) | — | — | 14,498 | $ | 200,000 |
| Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | |
| Belgacem Chariag | | | 120,084 | | | 120,084 | | | $3,999,998 | |
| Michael Crews | | | 37,526 | | | 37,527 | | | $1,250,008 | |
| Albert F. Beninati, Jr. | | | 30,021 | | | 30,021 | | | $1,000,000 | |
| Ray Kolberg | | | 22,516 | | | 22,516 | | | $750,008 | |
| Joseph S. Koscinski | | | 22,516 | | | 22,516 | | | $750,008 | |
| Scott Randolph(1) | | | 27,019 | | | 27,019 | | | $900,003 | |
(1) | Mr. |
2021 PROXY STATEMENT | | | | | 33 |
Name | Number of PSUs Granted at Target | Number of RSUs Granted | Total Value of Grant | ||||||
Belgacem Chariag | 142,765 | 85,658 | $ | 3,519,998 | |||||
Michael Crews | 48,670 | 48,669 | $ | 1,499,994 | |||||
Scott Randolph | 32,447 | 32,446 | $ | 1,000,001 | |||||
David J. Taylor | 32,447 | 32,446 | $ | 1,000,001 | |||||
Paul Ferrall | 19,468 | 19,468 | $ | 600,004 |
| Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | |
| Belgacem Chariag(1) | | | 64,977 | | | 324,887 | | | $6,000,007 | |
| Michael Crews(2) | | | 21,117 | | | 95,842 | | | $1,799,999 | |
| Ray Kolberg(3) | | | 8,122 | | | 24,367 | | | $500,006 | |
| Joseph S. Koscinski(4) | | | 16,244 | | | 81,222 | | | $1,500,002 | |
| Albert F. Beninati, Jr.(5) | | | 24,366 | | | 73,100 | | | $1,500,002 | |
| Scott Randolph(6) | | | N/A | | | N/A | | | N/A | |
(1) | Mr. Chariag received 129,955 time vesting RSUs with one-year vesting, 194,932 time vesting RSUs with three-year ratable vesting and 64,977 PSUs. |
(2) | Mr. Crews received 32,489 time vesting RSUs with one-year vesting, 63,353 time vesting RSUs with three-year ratable vesting and 21,117 PSUs. |
(3) | Mr. Kolberg received 24,366 time vesting RSUs with three-year ratable vesting and 8,122 PSUs. |
(4) | Mr. Koscinski received 32,489 time vesting RSUs with one-year vesting, 48,733 time vesting RSUs with three-year ratable vesting and 16,244 PSUs. |
(5) | Mr. Beninati received 73,100 time vesting RSUs with three-year ratable vesting and 24,366 PSUs. |
(6) | No equity awards were granted in 2021 to Mr. Randolph, who ceased to be employed by the Company on December 14, 2020. |
Health and Welfare Benefits
34 | | | | | 2021 PROXY STATEMENT | | |
None of our named executive officers is party to an employment agreement with the Company.
The Company
Mr. Gentilcore resigned from his positions as Executive Chairman of the Company and as Chairman and member of the Company’s Board of Directors as of December 31, 2018. In connection with his departure, Mr. Gentilcore and the Company entered into a separation and general release agreement datedwith Mr. Randolph in connection with his termination of employment with the Company effective December 21, 2018, under14, 2020.
i. |
ii. | Amendments to his existing equity agreements to allow his equity grants to vest or be exercised for a certain |
| | | |
The Compensation Committee provided
Since Mr. Gentilcore remained employed through December 31, 2018, he received his 2018 PQIP distribution in accordance with the terms of the PQIP. The terms of Mr. Gentilcore’s severance agreement provide for the continued ratable payment of his annual base salary ($880,000) and annual target bonus ($880,000) over the two year period of January 1, 2019 to December 31, 2020. The terms of the severance agreement also provide for payment of relocation expenses and the continuation of the Company contributions for medical, vision and dental benefits over the same period unless he becomes entitled to these benefits from a new employer.
In connection with
| Name | | | Ownership Requirement Relative to Annualized Base Salary | | | Ownership relative to Annualized Base Salary(1) | | ||
| Belgacem Chariag | | | 5x | | | 7.83x | | ||
| Michael Crews | | | 3x | | | 11.58x | | ||
| | | 3x | | | 5.19x | | |||
| | | 3x | | | 6.78x | | |||
| | | 3x | | | 0.95x | |
(1) | In accordance with our stock ownership guidelines, ownership amounts include shares of our Common Stock that have been gifted to irrevocable trusts, and have been determined based on a share price of |
Tax Considerations
initial public offering will not be subject to Section 162(m) until the earliest of (1) the expiration of the plan or agreement, (2)for a material modification of the plan or agreement, (3) the issuance of all employer stock and other compensation that has been allocated under the plan, or (4) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar yeartransition period following the year of the initial public offering (the “Transition Date”“Post-IPO Transition Period”). The Compensation Committee may considerAmendment and Restatement of the impact of Section 162(m),2017 Plan which shareholders approved at the 2020 annual meeting ended the Post-IPO Transition Period with respect to the extent it is expected to apply following the Transition Date, when structuring our executive compensation arrangements with our named executive officers, and will continue to monitor guidance and developments in this area. However, the2017 Plan. The Compensation Committee believes that its primary responsibility is to provide a compensation program in accordance with its overall compensation philosophy and policies described above, and it retains flexibility to approve or amend compensation arrangements that may result in a loss of deductibility or may not be deductible in whole or in part under Section 162(m).
36 | | | | | 2021 PROXY STATEMENT | | |
Name and Principal Position | Year | Salary ($) | Bonus ($)(6) | Stock Awards ($)(7)(8) | Option Awards ($)(7)(8) | Non-Equity Incentive Plan Compensation ($)(9) | All Other Compensation ($)(10)(11)(12) | Total ($) | ||||||||||||||||
Belgacem Chariag, President and Chief Executive Officer(1) | 2018 | 347,536 | — | 1,320,008 | 1,319,999 | 252,784 | 22,353 | 3,262,280 | ||||||||||||||||
Michael Crews, EVP and Chief Financial Officer | 2018 | 480,000 | — | 261,850 | 47,138 | 788,988 | ||||||||||||||||||
2017 | 438,750 | — | 1,880,004 | 442,511 | 205,664 | 62,549 | 3,029,478 | |||||||||||||||||
2016 | 425,000 | — | 318,780 | 304,568 | 402,986 | 94,924 | 1,546,258 | |||||||||||||||||
Scott Randolph,(2) EVP and Group President Perf. Materials & Chemicals | 2018 | 480,000 | — | — | — | 261,850 | 56,036 | 797,886 | ||||||||||||||||
2017 | 438,750 | 150,000 | 1,200,000 | 300,000 | 82,266 | 56,573 | 2,227,589 | |||||||||||||||||
2016 | 425,000 | 200,000 | — | 507,813 | — | 232,853 | 1,365,666 | |||||||||||||||||
David J. Taylor,(3) EVP and Group President, Environmental Catalysts and Services | 2018 | 460,000 | — | — | — | 234,210 | 30,433 | 724,643 | ||||||||||||||||
2017 | 133,333 | — | 1,200,000 | 300,000 | 45,833 | 4,289 | 1,683,455 | |||||||||||||||||
Paul Ferrall,(4) Senior Vice President, Strategic Development | 2018 | 480,000 | — | — | — | 261,850 | 55,389 | 797,239 | ||||||||||||||||
2017 | 438,750 | — | 1,200,000 | 300,000 | 329,063 | 59,529 | 2,327,342 | |||||||||||||||||
2016 | 425,000 | — | — | 507,813 | 472,947 | 217,696 | 1,623,456 | |||||||||||||||||
James Gentilcore,(5) Chairman, President and Chief Executive Officer | 2018 | 880,000 | — | 200,000 | — | 640,077 | 3,637,171 | 5,357,248 | ||||||||||||||||
2017 | 838,750 | — | 5,578,348 | 1,382,560 | 524,219 | 63,950 | 8,387,827 | |||||||||||||||||
2016 | 412,500 | — | 1,750,056 | 716,618 | 521,511 | 17,940 | 3,418,625 |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(4) | | | Option Awards ($)(4)) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($)(6) | | | Total ($) | |
| Belgacem Chariag, Chairman, President and Chief Executive Officer(1) | | | 2020 | | | 960,000 | | | — | | | 3,999,998 | | | — | | | 541,565 | | | 79,390 | | | 5,580,953 | |
| 2019 | | | 880,000 | | | — | | | 3,519,998 | | | — | | | 965,055 | | | 98,470 | | | 5,463,523 | | |||
| 2018 | | | 347,536 | | | — | | | 1,320,008 | | | 1,319,999 | | | 250,865 | | | 22,353 | | | 3,260,761 | | |||
| Michael Crews, EVP and Chief Financial Officer | | | 2020 | | | 505,000 | | | — | | | 1,250,008 | | | — | | | 213,664 | | | 46,834 | | | 2,015,506 | |
| 2019 | | | 480,000 | | | — | | | 1,499,994 | | | — | | | 394,795 | | | 35,486 | | | 2,410,275 | | |||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 47,138 | | | 787,000 | | |||
| Ray Kolberg, Vice President and President, Catalysts | | | 2020 | | | 450,000 | | | — | | | 750,008 | | | — | | | 190,394 | | | 41,372 | | | 1,431,774 | |
| 2019 | | | 425,000 | | | — | | | 750,004 | | | — | | | 319,675 | | | 37,248 | | | 1,531,927 | | |||
| 2018 | | | 425,000 | | | — | | | — | | | — | | | 245,319 | | | 40,035 | | | 710,354 | | |||
| Joseph S. Koscinski, Vice President, Secretary, and General Counsel | | | 2020 | | | 425,000 | | | — | | | 750,008 | | | — | | | 131,865 | | | 63,120 | | | 1,369,993 | |
| 2019 | | | 400,000 | | | — | | | 750,004 | | | — | | | 241,264 | | | 60,999 | | | 1,452,267 | | |||
| 2018 | | | 400,000 | | | — | | | — | | | — | | | 158,805 | | | 49,152 | | | 607,957 | | |||
| Albert F. Beninati, Jr., Vice President and President, Performance Chemicals(2) | | | 2020 | | | 450,000 | | | — | | | 1,000,000 | | | — | | | 134,440 | | | 76,607 | | | 1,661,047 | |
| 2019 | | | 37,500 | | | — | | | — | | | — | | | — | | | 23,039 | | | 60,539 | | |||
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Scott Randolph, Vice President and President, Performance Materials(3) | | | 2020 | | | 474,375 | | | — | | | 900,003 | | | — | | | — | | | 1,778,124 | | | 3,152,502 | |
| 2019 | | | 480,000 | | | — | | | 1,000,001 | | | — | | | 374,545 | | | 40,286 | | | 1,894,832 | | |||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 56,036 | | | 795,898 | |
(1) | Mr. Chariag joined the Company on August 9, 2018. His base salary and annual performance-based bonus for 2018 were prorated based on the number of days employed during 2018. |
(2) |
(3) | Mr. Randolph’s employment with the Company terminated on December 14, 2020. Under the terms of his Transition and General Release Agreement, Mr. Randolph |
(4) |
The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Chariag, Crews, Kolberg, Koscinski, Beninati, and Randolph in 2020, of RSUs and PSUs granted to each of Messrs. Chariag, Crews, Kolberg, Koscinski, and Randolph in 2019, and of time-based stock options and |
| | | |
shares granted in 2017 and 2016 to Mr. Gentilcore and in 2016 to Mr. Crews, of time-based stock options and restricted stock units granted to Mr. Taylor in 2017, and of time-based stock options and restricted stock units granted to each of Messrs. Crews, Randolph, Ferrall and Gentilcore in 2017 and 2016, computed in accordance with FASB ASC Topic 718, in each case, disregarding the effects of estimated forfeitures. These amounts reflect our cumulative accounting expense over the vesting period, disregarding the effects of estimated forfeitures, and do not correspond to the actual value that may be realized by the named executive officers. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 22 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2018, Note 21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2017 and Note 21 to the audited consolidated financial statements in the prospectus filed in connection with our initial public offering. With respect to stock options and restricted shares that are subject to performance-based vesting conditions, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. For performance-based stock options, the aggregate grant date fair value of these awards, assuming the maximum level of performance is achieved, is: Mr. Gentilcore’s 2017 and 2016 grants, $43,824 and $358,311, respectively; and Mr. Crews’ 2016 grant, $152,300. For performance-based restricted shares, the aggregate grant date fair value of these awards, assuming the maximum level of performance is achieved, is: Mr. Gentilcore’s 2017 and 2016 grants, $39,177 and $374,959, respectively; and Mr. Crews’ 2016 grant, $159,482.
(5) |
The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers under the PQIP as a result of the achievement of certain Company performance objectives, as described above. |
(6) |
The amounts shown in the All Other Compensation column for |
Executive | Year | 401(k) Plan Company Match ($) | 401(k) Plan Company 4% Contribution | PRA SERP Company Contribution ($) | Tax Prep Services ($) | Relocation Expenses ($) | Life Insurance ($) | Housing Allowance ($) | Car Allowance ($) | Severance ($) | ||||||||||||||||||||
Belgacem Chariag | 2018 | — | — | — | — | — | 597 | 18,344 | 3,412 | — | ||||||||||||||||||||
Michael Crews | 2018 | 8,250 | 11,000 | 16,427 | — | — | 2,292 | 9,169 | — | — | ||||||||||||||||||||
2017 | 8,100 | 10,800 | 22,869 | — | 19,556 | (a) | 1,224 | — | — | — | ||||||||||||||||||||
2016 | 7,950 | 10,600 | 7,728 | — | 67,422 | 1,224 | — | — | — | |||||||||||||||||||||
Scott Randolph | 2018 | 8,250 | 11,000 | 11,491 | 23,003 | — | 2,292 | — | — | — | ||||||||||||||||||||
2017 | 8,100 | 10,800 | 14,750 | 21,699 | — | 1,224 | — | — | — | |||||||||||||||||||||
2016 | 7,950 | 10,600 | 15,005 | 21,545 | — | 1,224 | — | — | — | |||||||||||||||||||||
David J. Taylor | 2018 | 8,250 | 11,000 | 9,233 | — | — | 1,950 | — | — | — | ||||||||||||||||||||
2017 | 4,000 | — | — | — | — | 289 | — | — | — | |||||||||||||||||||||
Paul Ferrall | 2018 | 8,250 | 11,000 | 21,363 | 12,484 | — | 2,292 | — | — | — | ||||||||||||||||||||
2017 | 8,100 | 10,800 | 25,668 | 13,737 | — | 1,224 | — | — | — | |||||||||||||||||||||
2016 | 7,950 | 10,600 | 8,551 | 12,842 | — | 1,224 | — | — | — | |||||||||||||||||||||
James Gentilcore | 2018 | 8,250 | 11,000 | 45,169 | — | — | 2,292 | — | — | 3,570,460 | (b) | |||||||||||||||||||
2017 | 8,100 | 10,800 | 43,610 | — | — | 1,440 | — | — | — | |||||||||||||||||||||
2016 | — | 10,600 | 5,900 | — | 10,431 | 1,440 | — | — | — |
| Executive | | | Year | | | 401(k) Plan Company Match ($) | | | 401(k) Plan Company 4% Contribution | | | PRA SERP Company Contribution ($) | | | Tax Prep Services ($) | | | Relocation Expenses ($)(1) | | | Life Insurance ($) | | | Housing Allowance ($) | | | Car Allowance ($) | | | Severance ($) | |
| Belgacem Chariag | | | 2020 | | | — | | | 11,400 | | | 65,602 | | | — | | | 2,388 | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | 11,200 | | | 34,035 | | | — | | | — | | | 2,388 | | | 45,813 | | | 5,034 | | | — | | |||
| 2018 | | | — | | | — | | | — | | | — | | | — | | | 597 | | | 18,344 | | | 3,412 | | | — | | |||
| Michael Crews | | | 2020 | | | 8,550 | | | 11,400 | | | 24,592 | | | — | | | 2,292 | | | — | | | — | | | — | | | — | |
| 2019 | | | 3,600 | | | 11,200 | | | 18,394 | | | — | | | — | | | 2,292 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 16,427 | | | — | | | — | | | 2,292 | | | 9,169 | | | — | | | — | | |||
| Ray Kolberg | | | 2020 | | | 8,550 | | | 11,400 | | | 19,387 | | | — | | | 2,035 | | | — | | | — | | | — | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 15,613 | | | — | | | — | | | 2,035 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 18,750 | | | — | | | — | | | 2,035 | | | — | | | — | | | — | | |||
| Joseph S. Koscinski | | | 2020 | | | 8,550 | | | 11,400 | | | 15,251 | | | — | | | 1,915 | | | 26,004 | | | — | | | — | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 11,152 | | | — | | | — | | | 1,915 | | | 28,332 | | | — | | | — | | |||
| 2018 | | | 8,250 | | | — | | | 10,088 | | | — | | | — | | | 1,915 | | | 17,899 | | | — | | | — | | |||
| Albert F. Beninati, Jr. | | | 2020 | | | 7,125 | | | 11,400 | | | 7,522 | | | 48,411 | | | 2,149 | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Scott Randolph | | | 2020 | | | 8,550 | | | 11,400 | | | 23,382 | | | — | | | 2,292 | | | — | | | — | | | 1,732,500 | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 18,394 | | | — | | | — | | | 2,292 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 11,491 | | | 23,003 | | | — | | | 2,292 | | | — | | | — | | | — | |
(1) |
| | | | | |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | All Other Stock Awards: # of Shares of Stock or Units (#) | All Other Awards: # of shares Underlying Options (#) | Exercise or Base Price of Options Awards ($/SH) | Total Grant Rate Fair Value of Stock and Option Awards ($)(4) | |||||||||||||||||||||
Executive | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||
Belgacem Chariag(1) | PQIP | — | 86,884 | 347,536 | 651,630 | — | — | — | — | — | ||||||||||||||||
RSU Grant | 8/9/2018 | — | — | — | — | 75,429 | — | — | $ | 1,320,008 | ||||||||||||||||
Option Grant | 8/9/2018 | — | — | — | — | — | 241,316 | $ | 17.50 | $ | 1,319,999 | |||||||||||||||
Michael Crews | PQIP | — | 90,000 | 360,000 | 675,000 | — | — | — | — | — | ||||||||||||||||
Scott Randolph | PQIP | — | 90,000 | 360,000 | 675,000 | — | — | — | — | — | ||||||||||||||||
David J. Taylor | PQIP | — | 81,250 | 322,000 | 603,750 | — | — | — | — | — | ||||||||||||||||
Paul Ferrall | PQIP | — | 90,000 | 360,000 | 675,000 | — | — | — | — | — | ||||||||||||||||
James Gentilcore(2) | PQIP | — | 220,000 | 880,000 | 1,650,000 | — | — | — | — | — | ||||||||||||||||
Stock Grant | 12/27/2018 | — | — | — | — | 14,498 | — | — | $ | 200,000 |
| | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | |||||||||||||||
| Name | | | Award | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||
| Belgacem Chariag | | | PQIP | | | — | | | 220,000 | | | 880,000 | | | 1,760,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,999,999 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 30,021 | | | 120,084 | | | 240,168 | | | — | | | 1,999,999 | | |||
| Michael Crews | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 625,012 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 9,382 | | | 37,526 | | | 75,052 | | | — | | | 624,996 | | |||
| Ray Kolberg | | | PQIP | | | — | | | 79,688 | | | 318,750 | | | 637,500 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | |||
| Joseph S. Koscinski | | | PQIP | | | — | | | 55,000 | | | 220,000 | | | 440,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | |||
| Albert F. Beninati, Jr. | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 500,000 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 7,505 | | | 30,021 | | | 60,042 | | | — | | | 500,000 | | |||
| Scott Randolph | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 450,001 | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 6,755 | | | 27,019 | | | 54,038 | | | — | | | 450,001 | |
(1) |
Represents potential payments pursuant to the PQIP, the Company’s performance-based annual bonus plan. Actual amounts earned by the named executive officer under the PQIP with respect to |
(2) |
(3) | Represents grants made to the NEOs of RSUs that vest in three equal installments on each of the first three anniversaries of the grant date, generally subject to continued service through the applicable vesting date. |
(4) | Amounts shown reflect the aggregate grant date fair value of |
| | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Executive | Grant Date | # of Securities Underlying Unexercised Options (#) Exercisable(18) | # of Securities Underlying Unexercised Options (#) Unexercisable(18) | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (18) | Option Exercise Price ($)(19) | Option Expiration Date | # of Shares or Units of Stock That have Not Vested (#)(20) | Market Value of Shares or Units of Stock That Have Not Vested ($)(21) | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested(#)(20) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(21) | ||||||||||||||||||||
Belgacem Chariag | ||||||||||||||||||||||||||||||
8/9/2018(1) | — | — | — | — | — | 75,429 | 1,117,103 | — | — | |||||||||||||||||||||
8/9/2018(2) | — | 241,316 | — | 17.50 | 8/9/2028 | — | — | — | ||||||||||||||||||||||
Michael Crews | ||||||||||||||||||||||||||||||
8/1/2015(3)(4) | — | — | — | — | — | 78,750 | 1,166,288 | 52,500 | 777,525 | |||||||||||||||||||||
8/1/2015(5)(6) | 13,634 | 40,902 | 27,268 | 6.88 | 8/1/2025 | |||||||||||||||||||||||||
6/30/2016(7)(8) | — | — | — | — | — | 17,265 | 255,695 | 12,945 | 191,715 | |||||||||||||||||||||
6/30/2016(9)(10) | 30,451 | 60,904 | 45,678 | 8.05 | 6/30/2026 | — | — | — | — | |||||||||||||||||||||
10/2/2017(11) | — | — | — | — | — | 47,142 | 698,173 | — | — | |||||||||||||||||||||
10/2/2017(12) | — | — | — | — | — | 20,036 | 296,733 | — | — | |||||||||||||||||||||
10/2/2017(9) | 18,587 | 37,175 | — | 16.97 | 10/2/2027 | — | — | — | — | |||||||||||||||||||||
10/2/2017(13) | 15,799 | 15,800 | — | 16.97 | 10/2/2027 | — | — | — | — | |||||||||||||||||||||
Scott Randolph | ||||||||||||||||||||||||||||||
9/19/2007(8)(14) | — | — | — | — | — | 52,665 | 779,969 | 52,665 | 779,969 | |||||||||||||||||||||
2/24/2010(8)(14) | — | — | — | — | — | 32,238 | 477,445 | 32,238 | 477,445 | |||||||||||||||||||||
5/4/2016(15) | 152,318 | — | — | 8.04 | 5/4/2026 | — | — | — | — | |||||||||||||||||||||
10/2/2017(11) | — | — | — | — | — | 47,142 | 698,173 | — | — | |||||||||||||||||||||
10/2/2017(9) | 18,587 | 37,175 | — | 16.97 | 10/2/2027 | — | — | — | — | |||||||||||||||||||||
David J. Taylor | ||||||||||||||||||||||||||||||
10/2/2017(11) | — | — | — | — | — | 47,142 | 698,173 | — | — | |||||||||||||||||||||
10/2/2017(9) | 18,587 | 37,175 | — | 16.97 | 10/2/2027 | — | — | — | — | |||||||||||||||||||||
Paul Ferrall | ||||||||||||||||||||||||||||||
9/19/2007(8) | — | — | — | — | — | 52,665 | 779,969 | 52,665 | 866,339 | |||||||||||||||||||||
2/24/2010(8) | — | — | — | — | — | 32,238 | 477,445 | 32,238 | 530,315 | |||||||||||||||||||||
5/4/2016(15) | 152,318 | — | — | 8.04 | 5/4/2026 | — | — | — | — | |||||||||||||||||||||
10/2/2017(11) | — | — | — | — | — | 47,142 | 698,173 | — | — | |||||||||||||||||||||
10/2/2017(9) | 18,587 | 37,175 | — | 16.97 | 10/2/2027 | — | — | — | — |
| | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||
| Name | | | Grant Date | | | # of Securities Underlying Unexercised Options (#) Exercisable(9) | | | # of Securities Underlying Unexercised Options (#) Unexercisable(9) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (9) | | | Option Exercise Price ($)(10) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(11)(13) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(11)(13) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(12) | |
| Belgacem Chariag | | ||||||||||||||||||||||||||||||
| | | 8/9/2018 | | | 241,316 | | | — | | | — | | | 15.70 | | | 8/9/2028 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 57,106 | | | 814,332 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 142,765 | | | 2,035,829 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | |
| Michael Crews | | ||||||||||||||||||||||||||||||
| | | 8/1/2015 | | | 54,536 | | | — | | | — | | | 5.08 | | | 8/1/2025 | | | — | | | — | | | — | | | — | | |
| | | 6/30/2016(5) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,945 | | | 184,596 | | |
| | | 6/30/2016(6) | | | 45,677 | | | 45,678 | | | 45,678 | | | 6.25 | | | 6/30/2026 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 31,599 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 32,446 | | | 462,680 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,670 | | | 694,034 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 535,135 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,526 | | | 535,121 | | |
| Ray Kolberg | | ||||||||||||||||||||||||||||||
| | | 1/1/2016 | | | 54,536 | | | — | | | — | | | 5.08 | | | 1/1/2026 | | | — | | | — | | | — | | | — | | |
| | | 1/1/2017(6) | | | 30,896 | | | 30,896 | | | 30,896 | | | 7.18 | | | 1/1/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | |
| Joseph S. Koscinski | | ||||||||||||||||||||||||||||||
| | | 11/1/2015 | | | 19,861 | | | — | | | — | | | 5.08 | | | 11/1/2025 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 37,175 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 18,587 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | |
| Albert F. Beninati, Jr. | | ||||||||||||||||||||||||||||||
| | | 1/20/2020(2) | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | |
| | | | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Executive | Grant Date | # of Securities Underlying Unexercised Options (#) Exercisable(18) | # of Securities Underlying Unexercised Options (#) Unexercisable(18) | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (18) | Option Exercise Price ($)(19) | Option Expiration Date | # of Shares or Units of Stock That have Not Vested (#)(20) | Market Value of Shares or Units of Stock That Have Not Vested ($)(21) | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested(#)(20) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(21) | ||||||||||||||||||
James Gentilcore(16) | ||||||||||||||||||||||||||||
6/30/2016(8) | — | — | — | — | — | — | — | 30,435 | 450,742 | |||||||||||||||||||
6/30/2016(10) | 107,474 | 107,475 | 107,475 | 8.05 | 6/30/2026 | — | — | — | — | |||||||||||||||||||
1/15/2017(8) | — | — | — | — | — | — | — | 3,045 | 45,096 | |||||||||||||||||||
1/15/2017(10) | 10,747 | 10,747 | 10,747 | 8.98 | 1/25/2027 | — | — | — | — | |||||||||||||||||||
10/2/2017(17) | 163,569 | — | — | 16.97 | 10/2/2027 | — | — | — | — | |||||||||||||||||||
10/2/2017(17) | 92,007 | — | — | 16.97 | 10/2/2027 | — | — | — | — |
| | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||
| Name | | | Grant Date | | | # of Securities Underlying Unexercised Options (#) Exercisable(9) | | | # of Securities Underlying Unexercised Options (#) Unexercisable(9) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (9) | | | Option Exercise Price ($)(10) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(11)(13) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(11)(13) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(12) | |
| Scott Randolph | | ||||||||||||||||||||||||||||||
| | | 9/19/2007(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 52,665 | | | 751,003 | | |
| | | 2/24/2010(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,238 | | | 459,714 | | |
| | | 5/4/2016(8) | | | 152,318 | | | — | | | — | | | 6.24 | | | 5/4/2026 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 21,631 | | | 308,458 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,447 | | | 462,694 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | |
(1) | Time-based restricted stock units will vest in |
(2) |
(3) | Time-based restricted stock |
(4) | Performance-based restricted stock |
(5) |
Performance-based restricted shares will vest on achievement of the MOI Target, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
(6) |
Performance-based stock options will vest on the achievement of the MOI Target, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
(7) |
These shares have been assigned to an irrevocable family trust. Mr. Randolph is neither a trustee nor a beneficiary of this trust. |
(8) |
(9) |
On September 28, 2017, the numbers of shares underlying outstanding Class A option awards were adjusted to reflect a stock split of 1 Class A share to 8.8275 common shares. |
(10) | On September 28, 2017, the option exercise prices of outstanding option awards were adjusted to reflect the stock split described in note |
On September 28, 2017, the numbers of restricted shares granted pursuant to outstanding restricted stock agreements were adjusted. The awards granted to Mr. Randolph |
(12) | Fair market value has been determined based on the fair market value per share of our Common Stock of |
(13) | The Board declared a special cash dividend on December 14, 2020. Pursuant to Section 4.5 of the 2017 Plan, the Board is authorized to make an equitable adjustment to the terms of any outstanding equity awards which might be impacted by changes in the Company’s capital structure, including payment of an extraordinary dividend. In connection with the special dividend, the Board determined to pay a dividend equivalent equal to the special cash dividend to holders of outstanding equity awards as the underlying shares subject of those awards vest. To the extent those dividend equivalent payments are paid to named executive officers, they will be reported as cash compensation in the year they are received. |
2021 PROXY STATEMENT | | | | | 41 |
Stock Awards | ||||||
Executive | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | ||||
Belgacem Chariag | — | — | ||||
Michael Crews | 47,911 | 853,395 | ||||
Scott Randolph | 54,696 | 867,114 | ||||
David J. Taylor | 23,571 | 416,735 | ||||
Paul Ferrall | 54,696 | 867,114 | ||||
James Gentilcore(2) | 415,054 | 6,704,527 |
| | | Stock Awards | | ||||
| Executive | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) | |
| Belgacem Chariag | | | 66,267 | | | 937,216 | |
| Michael Crews | | | 39,794 | | | 508,976 | |
| Ray Kolberg | | | 32,758 | | | 454,638 | |
| Joseph S. Koscinski | | | 23,825 | | | 294,236 | |
| Albert F. Beninati, Jr. | | | — | | | — | |
| Scott Randolph | | | 34,386 | | | 418,825 | |
(1) | Amounts reflect the aggregate dollar value realized upon vesting by multiplying the number of shares that vested by the market value of the underlying Common Stock on the applicable vesting date. |
Retirement Plan Benefits
Earning and losses — Participant accounts are deemed to be invested in Vanguard target retirement funds based on a participant’s age. At the end of each calendar quarter, we adjust participant accounts with earnings/losses equal to that calendar quarter’s return for the applicable target retirement fund.
42 | | | | | 2021 PROXY STATEMENT | | |
Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | ||||||||||
Belgacem Chariag | — | 0 | 0 | 0 | 0 | ||||||||||
Michael Crews | — | 22,869 | (738 | ) | 0 | 30,772 | |||||||||
Scott Randolph | — | 14,750 | (5,137 | ) | 0 | 205,689 | |||||||||
David J. Taylor | — | 0 | 0 | 0 | 0 | ||||||||||
Paul Ferrall | — | 25,668 | (2,758 | ) | 0 | 148,435 | |||||||||
James Gentilcore | — | 43,610 | (406 | ) | 0 | 49,568 |
| Name | | | Executive Contributions in Last FY ($) | | | Company Contributions in Last FY ($)(1) | | | Aggregate Earnings in Last FY ($)(2) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($)(3) | |
| Belgacem Chariag | | | — | | | 65,602 | | | 10,265 | | | — | | | 44,299 | |
| Michael Crews | | | — | | | 24,592 | | | 10,692 | | | — | | | 56,795 | |
| Ray Kolberg | | | — | | | 19,387 | | | 14,644 | | | — | | | 104,933 | |
| Joseph S. Koscinski | | | — | | | 15,251 | | | 8,453 | | | — | | | 52,789 | |
| Albert F. Beninati, Jr. | | | — | | | 7,522 | | | — | | | — | | | — | |
| Scott Randolph | | | — | | | 23,382 | | | 40,846 | | | — | | | 324,551 | |
(1) | Represents Company contributions with respect to |
(2) | Earnings are credited quarterly, based on the returns of the appropriate Vanguard Retirement Fund. |
(3) | Represents balances under the PRA SERP plan as of December 31, |
The terms of Mr. Gentilcore’s separationthat provides the maximum benefit, either from such prior agreement along withor from the forms and amounts of actual severance paid, are discussed above in the section entitled “Transition and Severance Arrangement with Mr. Gentilcore.”
Policy, but not both.
with the terms of the severance agreements;Company; (ii) a pro rata amount of the annual incentive bonus that would have been payable in the year of termination based on the number of days the named executive officer was employed during the calendar year and subject to the Company’s achievement of applicable performance goals, which amount will be paid in a lump sum at the time annual bonuses under the PQIP are normally paid; and (iii) continuation of health benefits at active employee rates for 24 months (or until the named executive officer otherwise becomes eligible for health benefits as a result of commencing new employment) to the extent permitted by the applicable benefit plan, or reimbursement of the costs for such coverage under COBRA.
2021 PROXY STATEMENT | | | | | 43 |
In
The severance benefits provision of Mr. Taylor’sKolberg’s offer letter contain the same restrictive covenants. The Severance Policy, which governs payments to Mr. Beninati contains the same restrictive covenants.
Mr. Gentilcore resigned from his positions as Executive Chairmanadoption of the Company andSeverance Policy, except for Mr. Beninati, as Chairman and member ofdescribed above. However, going forward the Company’s Board of Directors as of December 31, 2018. In connection with his departure, Mr. Gentilcore and the Company entered into a separation and general release agreement, dated December 21, 2018 under which Mr. Gentilcore agreedSeverance Policy may impact severance benefits to a general release of claims in favor of the Company in exchange for continued payment of his annual base salary ($880,000) and annual target bonus ($880,000) over the two year period from January 1, 2019 to December 31, 2020 (an aggregate amount of $3,520,000), relocation expenses ($17,820) and continuation of the Company contributions for medical, vision and dental benefits over the same period (based, for the purposes of valuation, on the Company’s contribution rates as in effect on December 31, 2018, $32,640) unless he becomes entitled to these benefits from a new employer. In addition, Mr. Gentilcore was entitled to accelerated vesting as of December 31, 2018 of all of his outstanding and unvested time-based equity awards (the value of which, based on the closing price per share of our common stock on December 31, 2018 of $14.81, is $7,119,581); the ability to exercise all vested stock options for their full term; the continued eligibility for vesting under the terms of the relevant award agreements with respect to outstanding performance-based stock options and restricted stock during the period beginning January 1, 2019 and ending December 31, 2020 (an aggregate of 33,480 performance-based shares of restricted stock and 118,222 stock options); and the grant of fully-vested shares of stock with a grant date value of $200,000. Mr. Gentilcore’s entitlement to these payments and benefits is subject to his continuing compliance with the terms of the severance agreement, including the restrictive covenants contained in his severance agreement, and separation and release agreement.
Equity Awards
EquityThe non-vested portion of equity awards subject to time vesting will vest and, as applicable, become exercisableforfeit upon a change of control of the Company. Company unless the successor determines to maintain the awards for executives whose employment continues.
44 | | | | | 2021 PROXY STATEMENT | | |
Termination without Cause or for Good Reason without a Change in Control | ||||||||||||
Executive | Severance Pay ($)(1) | Benefits ($)(2) | Equity Acceleration ($)(3) | Total ($) | ||||||||
Belgacem Chariag | $ | 3,520,000 | $ | 47,147 | — | $ | 3,567,147 | |||||
Michael Crews | $ | 1,680,000 | $ | 29,470 | $ | 502,877 | $ | 2,212,347 | ||||
Scott Randolph | $ | 1,680,000 | $ | 32,640 | — | $ | 1,712,640 | |||||
David J. Taylor | $ | 480,000 | $ | 16,320 | — | $ | 496,320 | |||||
Paul Ferrall | $ | 1,680,000 | $ | 32,640 | — | $ | 1,712,640 |
Change of Control Only, no Termination | ||||||||||||
Executive | Severance Pay ($)(1) | Benefits ($)(2) | Equity Acceleration ($)(3) | Total ($) | ||||||||
Belgacem Chariag | — | — | — | — | ||||||||
Michael Crews | — | — | $ | 713,922 | $ | 713,922 | ||||||
Scott Randolph | — | — | — | — | ||||||||
David J. Taylor | — | — | — | — | ||||||||
Paul Ferrall | — | — | — | — |
| | | Termination without Cause or for Good Reason without a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | $3,840,000 | | | $49,743 | | | — | | | $3,889,743 | |
| Michael Crews | | | $1,767,500 | | | $31,149 | | | — | | | $1,798,649 | |
| Ray Kolberg | | | $969,231 | | | $31,069 | | | — | | | $1,000,300 | |
| Joseph S. Koscinski | | | $1,317,500 | | | $14,433 | | | — | | | $1,331,933 | |
| Albert F. Beninati, Jr. | | | $848,077 | | | $24,288 | | | — | | | $872,365 | |
| | | |
Termination due to Death, Disability or Retirement | ||||||||||||
Executive | Severance Pay ($)(1) | Benefits ($)(2) | Equity Acceleration ($)(3) | Total ($) | ||||||||
Belgacem Chariag | — | — | — | — | ||||||||
Michael Crews | — | — | $ | 502,877 | $ | 502,877 | ||||||
Scott Randolph | — | — | — | — | ||||||||
David J. Taylor | — | — | — | — | ||||||||
Paul Ferrall | — | — | — | — |
| | | Termination without Cause or for Good Reason with a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | $5,760,000 | | | $49,743 | | | — | | | $5,809,743 | |
| Michael Crews | | | $1,767,500 | | | $31,149 | | | — | | | $1,798,649 | |
| Ray Kolberg | | | $969,231 | | | $31,069 | | | — | | | $1,000,300 | |
| Joseph S. Koscinski | | | $1,317,500 | | | $14,433 | | | — | | | $1,331,933 | |
| Albert F. Beninati, Jr. | | | $848,077 | | | $24,288 | | | — | | | $872,365 | |
| | | Change of Control Only, no Termination | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | — | | | — | | | — | | | — | |
| Michael Crews | | | — | | | — | | | — | | | — | |
| Ray Kolberg | | | — | | | — | | | — | | | — | |
| Joseph S. Koscinski | | | — | | | — | | | — | | | — | |
| Albert F. Beninati, Jr. | | | — | | | — | | | — | | | — | |
| | | Termination due to Death, Disability or Retirement | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | — | | | — | | | $1,908,738 | | | $1,908,738 | |
| Michael Crews | | | — | | | — | | | $634,652 | | | $634,652 | |
| Ray Kolberg | | | — | | | — | | | $334,987 | | | $334,987 | |
| Joseph S. Koscinski | | | — | | | — | | | $334,987 | | | $334,987 | |
| Albert F. Beninati, Jr. | | | — | | | — | | | $141,273 | | | $141,273 | |
(1) | Represents the cash severance amounts that would have been payable as a result of the event described in the table above, based on the named executive officer’s base salary and target bonus amount in effect as of December 31, |
(2) | Represents the estimated value of the |
(3) | Represents the value of pro rata portion of the target number of PSUs granted in 2019 and 2020 assuming that the named executive officer’s death occurred on December 31, |
46 | | | | | 2021 PROXY STATEMENT | | |
After identifying the median employee based on the above methodology, we calculated that individual’s total annual compensation using the same methodology set forth in the 20182020 Summary Compensation Table in this proxy statement. We annualized the Chief Executive Officer’s compensation because he joined our Company on August 9, 2018. For this reason, the compensation of the Chief Executive Officer used for purposes of calculating the pay ratio is higher than that reported in the Summary Compensation Table.
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 security holders | 4,136,562 | (1) | $ | 10.79 | (2) | 5,396,119 | (3) | ||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | ||||||
Total | 4,136,562 | $ | 10.79 | 5,396,119 |
| 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 security holders | | | 4,980,206(1) | | | $9.84(2) | | | 12,405,315(3) | |
| Equity compensation plans not approved by security holders | | | 0 | | | 0 | | | 0 | |
| Total | | | 4,980,206 | | | $9.84 | | | 12,405,315 | |
(1) | Represents the number of underlying shares of our Common Stock associated with outstanding options, RSUs and |
(2) | Represents weighted-average exercise price of options outstanding under the SIP and the 2017 |
(3) | Represents the number of underlying shares of our Common Stock authorized for issuance under future equity awards granted under the 2017 |
| | | |
| | | | | |
Ross)Ward) is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission.five5 times during fiscal 20182020 with PQ’s management and PricewaterhouseCoopers LLP (“PwC”), PQ’s independent registered public accounting firm, including, but not limited to, meetings held to review and discuss the annual audited and quarterly financial statements and the Company’s earnings press releases.pursuant to Rule 3526, Communication with Audit Committees Concerning Independence,required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)PCAOB regarding PwC’s communications with the Audit Committee concerning any relationships between PwC and PQ and the potential effects of any disclosed relationships on PwC’s independence, and discussed with PwC its independence. We discussed with management, the internal auditors and PwC PQ’s internal control over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope, identification of audit risks and their audit efforts.20182020 with Management and PwC. Management has the responsibility for the preparation of PQ’s financial statements, and PwC has the responsibility for the audit of those statements.20182020 for filing with the Securities and Exchange Commission. We also have selected PwC as the independent registered public accounting firm for the year ended December 31, 2019,2021, subject to ratification by PQ’s stockholders.Kimberly Ross,
| | | |
Fiscal 2018 | Fiscal 2017 | |||||
Audit | $ | 3,224,000 | $ | 2,615,000 | ||
Audit Related | $ | 17,845 | $ | 1,718,000 | ||
Tax | $ | 1,112,000 | $ | 1,488,536 | ||
All Other | $ | 2,700 | $ | 2,754 | ||
Total | $ | 4,356,545 | $ | 5,824,290 |
| | | Fiscal 2020 | | | Fiscal 2019 | | |
| Audit | | | $3,271,617 | | | $3,271,617 | |
| Audit Related | | | $157,941 | | | $1,140,960 | |
| Tax | | | $1,733,712 | | | $1,475,056 | |
| All Other | | | $2,700 | | | $2,700 | |
| Total | | | $5,165,940 | | | $5,890,333 | |
The Audit Committee pre-approves all audit services and all permitted non-audit services, including engagement fees and terms, to be provided by the independent auditors. Our policies prohibit PQ from engaging PwC to provide any non-audit services prohibited by applicable Securities and Exchange Commission rules. In addition, we evaluate whether PQ’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence and objectivity. After review of the non-audit services provided, we concluded that PwC’s provision of these non-audit services, all of which were approved in advance, is compatible with its independence.
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Directions to Attend the Annual Meeting
300 Lindenwood Dr.Valleybrooke Corporate CenterMalvern, PA 19355-1740
From Route 202 South:Take exit toward PA-29 N (0.4m)Turn left at E. Swedesford Rd. (0.4m)Turn left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance
From Route 202 North:Take exit toward PA-29 S toward Malvern (0.2m)Turn Right at Morehall Rd./PA-29S (0.1m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance
From the Schuylkill Expressway (I-76):Follow I-76 West to Route 202 South exit (26B)After exiting stay in the left lane until it merges with Route 202 South towards West ChesterContinue on Route 202 South for approximately 5.3 miles, and take exit toward PA-29 NTurn left at E. Swedesford Rd. (0.4m)Turn left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance
From the Pennsylvania Turnpike:Exit at Interchange #326, Valley ForgeTake Route 202 South exitStay in the left lane until it merges with Route 202 South headed towards West ChesterContinue on Route 202 South for approximately 5.3 miles, and take exit toward PA-29 NTurn left at E. Swedesford Rd. (0.4m)Turn left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance
| | | | | |
From Philadelphia Airport:Take I-95 South (towards Delaware) approximately 3 milesTake I-476 North (towards Plymouth Meeting) approximately 15 milesTake I-76 West to Valley Forge exitFollow I-76 West to Valley Forge exitFollow I-76 West to Route 202 SouthTake exit toward PA-29 N (0.4m)Turn left at E. Swedesford Rd. (0.4m)Turn left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance