Executive Compensation Program
The Committee is comprised solely of independent directors committed to applying sound governance practices to compensation decisions. The Committee considers a variety of reports and analyses, such as market survey data, compensation tally sheets and compensation data of peer companies, when making decisions regarding target compensation opportunities and the delivery of awards to the Company’s executives, including the Named Executive Officers.
The Committee has the sole authority to hire and dismiss the outside compensation consultants to the Committee. For
2018,2019, the Committee retained Pay Governance LLC (“Pay Governance”), an independent, outside consultant, to support it in determining the compensation of the Company’s executive officers. Pay Governance was not given a narrow list of instructions, but rather was engaged to provide the Committee with any and all information and advice that might assist the Committee in performing its duties and analyzing executive pay packages. In accordance with the Guidelines, the Committee’s compensation consultant did not provide the Company with any other services.
Pay Governance performed a comprehensive analysis of the compensation practices of the Benchmark Companies and provided the Committee with compensation data, including updates regarding trends in executive compensation that the Committee utilized in making its decisions. The comprehensive analysis performed by Pay Governance indicated that the Committee’s mix of target total compensation is in line with typical market practice. In addition, in
2018,2019, the target total cash, target long-term incentives and target total compensation provided to the Company’s executives, in the aggregate, were within the range of competitive market practice.
Compensation Objectives and Principles: The objectives of the Company’s executive compensation program are to: (i) attract and retain executives with the skills critical to the long-term success of the Company; (ii) motivate and reward individual and team performance in attaining business objectives and maximizing stockholder value; and (iii) link a significant portion of compensation to achieving performance goals and appreciation in the total stockholder return of the Company, so as to align the interests of the executives with those of the stockholders.
The Committee believes that its objectives of pay for performance and retention should be balanced and appropriately competitive with the Company’s peers and competitors, so that successful, high-achieving executives will remain motivated and committed to the Company during all phases of the business cycle. The Committee also believes that generally more than half of an executive’s total compensation opportunity should be aligned with the
performance of the Company. As executives progress to higher levels in the Company they have a greater ability to affect the Company’s results and should have an increasing proportion of their pay linked to Company performance and stockholder returns. Annual and long-term incentive compensation opportunities should provide the appropriate focus on short- and long-term individual and corporate strategic business results. Long-term stock-based compensation opportunities should represent a larger proportion of total compensation for Named Executive Officers than short-term cash-based opportunities. Difficult but achievable annual objectives should be compatible with sustainable long-term performance. The allocation in compensation between
short-short and long-term compensation is generally based on employment market conditions with an emphasis on attraction and retention, as well as attempting to motivate executive officers to achieve excellent results.
Stockholder engagement: Engagement with its stockholders is a key component of the Company’s corporate governance and the Committee believes stockholder engagement is of vital importance in the area of executive compensation as well. The Committee seeks and is open to input from its stockholders regarding the Company’s executive compensation program.
The Committee also believes it is important for all stockholders to have the ability to voice their comments or concerns on the Company’s executive compensation practices. Accordingly, in
20182019 (as in prior years) the Company held
itsa stockholder forum on compensation matters prior to its annual meeting of stockholders, giving all stockholders the ability to ask questions of the Committee’s chairperson and provide feedback on the Company’s executive compensation program. The Committee plans to hold a similar compensation forum immediately prior to the Annual Meeting in a further effort to engage with its stockholders on compensation matters. See page
1 of this Proxy Statement for more information on the Compensation Forum.
The Committee took note of the continued strong stockholder support in recent years reflected in the advisory vote on the compensation of the Company’s Named Executive Officers (approximately 94% or more voted in favor in each of the last fourfive years). However, the Committee still believed it was important to continue to engage with stockholders on compensation matters. Consequently, the Committee Chairman met with four of the Company’s largest stockholders (accounting for approximately 10%17% of the Company’s outstanding shares) in the first quarter of 20192020 to discuss the Company’s executive compensation program. Based on these discussions, the Company learned that its stockholders continue to generally approve of the Company’s overall executive compensation program and generally understand the
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performance oriented nature of the Company’s executive compensation program. The stockholders were very appreciative of the Company’s outreach and also offered comments and suggestions about some of the elements of, and performance metrics used in, the Company’s executive compensation program. The Committee has taken
this feedback
received into consideration in its ongoing efforts to improve the Company’s executive compensation program and the quality of its compensation disclosures. For example, one of the annual incentive compensation qualitative targets for 2019 for Mr. Garrison will bewas based on health, safety and environment (HSE) improvements.
Executive Compensation Practices
Peer Group: The Committee designs the Company’s total compensation program to be motivational and competitive with the programs of other corporations. The corporations included in the Company’s peer group have been selected based on criteria such as:
having comparable revenues, assets and market capitalization as the Company;
being from a similar industry with which the Company competes for executives;
and
being a manufacturing corporation that may not be in the same industry as the Company but that provides similar returns to their stockholders (collectively, the “Benchmark Companies”).
In keeping with current best practices, an annual review of the Company’s peer group was conducted and the Committee
analyzed the composition of the Benchmark Companies. In conducting its annual review in
2018,2019, the Committee determined that all of the Benchmark Companies continued to have revenues that were between one-half and two and a half times the Company’s
revenue.revenue except for Tenneco, Inc. which has approximately four times the Company’s revenues and The Manitowoc Company, Inc. which has a little less than half of the Company’s revenues. As a result of this analysis and other analytics conducted by the Committee’s consultant and based on the Committee’s overall assessment of the Benchmark Companies, the Committee decided
not to
make any changes toremove Tenneco, Inc. from the Benchmark Companies. The Committee believed that removing the highest revenue peer from the Benchmark Companies
in 2018.was appropriate and allowed the Company to improve its relative positioning of revenue versus the peer group. The companies currently comprising the Benchmark Companies are:
| AGCO Corporation American Axle & Manufacturing Holdings, Inc. Carlisle Companies Inc. Crane Company Dana Incorporated | | | Dover Corporation Flowserve Corporation Hubbell Inc. Lennox International Inc. The Manitowoc Company, Inc. Meritor Inc. | | | Navistar International Corporation Oshkosh Corporation Pentair Ltd. Rockwell Automation, Inc. Roper Technologies Inc. | | | Tenneco Inc. Timken Company Trinity Industries Inc. United Rentals, Inc. Westinghouse Air Brake Technologies Corporation
| |
Compensation Recoupment Policy: The Board and Committee included a “clawback” provision in the Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan (the “2009 Omnibus Plan”) and the Terex Corporation 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”) that
allows the Company to recover all or a portion of any incentive award granted or paid to an executive in the event the award is affected by a restatement of the Company’s financial results caused by errors, omissions or fraud. This policy is in addition to the requirements of Sarbanes-Oxley.
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2020 PROXY STATEMENT Anti-Hedging and Anti-Pledging Policy: The Company prohibits Terex team members and directors from making short sales of Terex securities and from engaging in speculative trading in Terex securities, including trading for speculative purposes in puts, calls, publicly traded options or similar instruments on Terex securities. Any Terex team member who wishes to trade in puts, calls or similar instruments on Terex securities for valid financial or tax planning purposes, and not for purposes of speculation, may do so only if they have received prior written approval from the Terex Legal Department. Determinations are made on a case-by-case basis based on the facts and circumstances provided to the Terex Legal Department.
The Company also prohibits Terex team members and directors from purchasing Terex securities on margin or Terex securities in a margin account or otherwise pledging Terex securities as collateral for a loan without the prior approval of the Terex Legal Department. Determinations are made on a case-by-case basis based on the facts and circumstances provided to the Terex Legal Department.
Stock Ownership Guidelines: The Company has stock ownership guidelines to encourage acquisition and retention of the Company’s common stock and to foster an ownership culture, thereby aligning the executives’ interests with the long-term interests of the Company’s stockholders. These ownership guidelines are based on a multiple of each executive’s base salary. Shares that count toward meeting the ownership guideline include shares held outright by the
executive, unvested time-based restricted stock or stock units, unvested performance-based stock where performance has been achieved and any shares acquired through a Company benefit plan. Unearned performance-based shares/units are not counted toward meeting the ownership guideline. The following table shows the Named Executive Officers’ ownership levels and their achievement of the relevant target levels as of December 31, 2018:
2019: | John L. Garrison | $13.9 million | | $950,000975,000 | 14.7 times | | 6.0 times | | | $16.3 million | | | 16.8 times | |
| John D. Sheehan | $3.4 million | | $663,000679,575 | 5.2 times | | 3.0 times |
Steve Filipov | | $3.44.5 million | | | $591,8586.7 times
| |
| 5.8 timesKieran Hegarty
| | | $453,520* | | | 2.5 times |
Eric I Cohen | | $4.14.3 million | | | $579,6499.4 times
| |
| 7.0Matthew Fearon
| | | $527,978 | | | 2.5 times | | | $1.9 million | | | 3.6 times | |
| Amy George | | | $435,000 | | | 2.0 times |
Matthew Fearon | | $2.22.8 million | $515,100 | | 4.36.5 times
| 2.5 times |
*
| Mr. Hegarty received his 2019 salary in Pounds Sterling. Amount shown is converted into U.S. Dollars at an average rate of £1.00 = $1.2751. |
Internal Pay Equity: As is the case with many companies, the Company relied in
20182019 more heavily on the management and leadership skills of its CEO than its other Named Executive Officers. The Company relies on the management
and leadership skills of its other Named Executive Officers, but not to the same extent that it relies on its CEO. As a result, its CEO received a significantly greater amount of compensation than the other Named Executive Officers.
Executive Compensation Components
The executive compensation program has three principal components: short-term compensation (base salary and annual incentive), long-term incentive compensation and post-employment compensation, each of which is described below.
While each component of compensation is considered separately, the Committee takes into account the full compensation package afforded by the Company to the individual executive when making its decisions.
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Base Salary: Base salary is determined by evaluating the responsibilities of the position held, the individual’s experience in his/her current position, current performance, future potential and the competitive marketplace for executive talent. The Company’s objective is to provide its executive officers with competitive base salaries that are, on average, at the median of the Benchmark Companies. Base salaries are reviewed annually to ensure that strong individual performance is reflected in any increase in an executive’s base salary level. The Committee approved the following annual base salary levels for the Named Executive Officers in
2018.Named Executive Officer | Base Salary Effective April 1, 2018 | Prior Base Salary |
John L. Garrison | $950,000 | $900,000 |
John D. Sheehan | $663,000 | $650,000 |
Steve Filipov | $591,858 | $580,253 |
Eric I Cohen | $579,649 | $568,283 |
Matthew Fearon | $515,100 | $510,000 |
2019. | John L. Garrison | | | $975,000 | | | $950,000 | |
| John D. Sheehan | | | $679,575 | | | $663,000 | |
| Kieran Hegarty* | | | $453,520 | | | $412,291 | |
| Matthew Fearon | | | $527,978 | | | $515,100 | |
| Amy George | | | $407,418** | | | $395,551 | |
| Eric I Cohen | | | $594,140 | | | $579,649 | |
| Steve Filipov | | | $591,858 | | | $591,858 | |
*
| Mr. Hegarty received his 2019 salary in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751. |
| In connection with Ms. George’s promotion to Senior Vice President, Chief Human Resources Officer, her base salary was increased in December 2019 to $435,000. The Committee believed this salary increase was appropriate due to the increased responsibility of her new position. |
The Committee believed that the
annual base salary increases to Messrs.
Garrison, Sheehan,
Filipov, Cohen and Fearon
and Ms. George of
1%-2%2.5%–3.0% were appropriate given the positioning of their base salary levels relative to the market data.
In addition, the Committee considered that the Company’s executive officers did not receive any salary increase in 2017. The Committee believed that the salary increase for Mr.
Garrison was appropriate as he has performed well and even after this increase hisHegarty’s base salary was
still well belowincreased by 10% reflecting his multi-year strong performance and his lower base salary as compared to his peers at the
median of the Benchmark Companies.Company.
The Committee believes that the base salary ranges in
20182019 for the Company’s Named Executive Officers (as defined below) were, in the aggregate, slightly above the 50
th percentile of the Benchmark Companies. In part, this is a reflection of the long tenure with the Company by certain of the Company’s Named Executive
Officers.Officers, as well as certain executives recruited to the Company externally. This was partially offset by Mr. Garrison’s base salary
beingset below the 50
th percentile of the Benchmark Companies. Mr. Garrison’s
approximately three year tenurebelow median salary is more indicative of him never serving as
a CEO
ofprior to joining the Company
is belowas its CEO four years ago. However, the
average tenure of a CEOCommittee and
is a principal reason forBoard are pleased with his performance and are committed to compensating Mr.
Garrison’s base salary being belowGarrison fairly and competitively as he continues to gain experience in the
50th percentile of the Benchmark Companies.role.
Annual Incentive Program: In addition to base salary, each executive officer was eligible to participate in our annual incentive program under the 20092018 Omnibus Plan, which was adopted by the Board and approved by the stockholders of Terex in 2009 and 2013.2018. The Committee’s objective is to provide the Company’s executive officers with an annual incentive opportunity that is competitive with annual incentive target percentage ranges for the Benchmark Companies. The goal of the management annual incentive program is to provide annual incentive opportunity and reward executives when their actions drive the overall performance of the Company. While there is downside risk to the executive in having a
performance component that can result in no award, there is also an upside opportunity if the Company and the individual both perform well. This meets the Committee’s objective that superior performance that adds value to the
Company and its stockholders should be rewarded and performance that does not meet expectations should have adverse consequences. For 2018,2019, the Committee, in its sole discretion, could decrease or eliminate the payment of an annual incentive award to any participant under certain extraordinary events in accordance with the annual incentive program.
Annual incentive payouts are based upon the Company’s performance and the executive’s individual performance, both measured against previously determined targets. The individual targets include both financial and non-financial metrics, and contain individual and Company performance measures. Mr. Garrison’s annual incentive target for
20182019 was
increased to 125%
from 120% of his base salary.
The Committee believed this change was appropriate as Mr. Garrison’s target total cash compensation is still below the median of the Benchmark Companies even after this change. The annual incentive targets of the other executive officers generally range from 60% - 75% of their base
salary.salary (Ms. George’s target was increased in December 2019 from 50% to 65% due to the increased responsibility of her new position). The Committee believes this is consistent with its philosophy of paying for superior performance.
In 2018,2019, 80% of the annual incentive target for each of the Named Executive Officers was based upon financial targets determined at the overall Terex consolidated level and the other 20% was based on individual performance metrics. As in prior periods, the Committee determined that no annual incentives would be paid if the Company did not have positive net income in 2018,2019, on an adjusted basis, regardless of whether an executive achieved or exceeded their individual performance targets in 2018.2019.
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Named Executive Officer (Other than CEO) Annual Incentive Targets:
Quantitative Targets:As the Company had employed various performance metrics over the past few years that supported the Company’s business strategy, the Committee, with the assistance of its compensation consultant, conducted a review of the metrics used by the Company, the Benchmark
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Companies and other manufacturing companies, as well as the number of metrics used by such other companies. The Committee determined that using two performance metrics continued to be most prevalent among both the Benchmark Companies and other manufacturing companies. It was determined that net working capital as a percentage of net sales (“NWC”) and operating earnings of the Company would be the two financial metrics for the Company’s 20182019 annual incentive program as they both aligned and supported the Company’s business strategy and goals for 2018.
2019.
The Committee wanted management focused on driving operating earnings in
2018;2019; therefore, 75% of the quantitative portion of the annual incentive program was based on operating earnings. Operating earnings is calculated as net sales less cost of sales, less selling and general administrative expenses and excluding certain unusual and non-recurring items.
It was also important to the Committee that the Company focus on its working capital; therefore, 25% of the quantitative
portion of the annual incentive program was based on NWC. NWC is trade receivables (net of allowance) plus inventory, less trade accounts payable and customer advances, divided
by net sales for the quarter multiplied by four. The NWC amount was calculated on a quarterly basis and performance was measured based on how the Company performed against its annual operating plan targets.
In
2017,prior years, the net working capital metric
washas been measured as an absolute number and not as a percentage of sales. The Committee believes NWC is an important metric as strong NWC augments the Company’s cash conversion characteristics and performance overall. The Committee modified the metric in 2018
and continued this approach in 2019 as it believed management should be managing the net working capital levels in relation to the Company’s net sales and the revised calculation of NWC was a better way to measure management’s success at managing the Company’s net working capital levels.
For 2018,2019, the quarterly targeted NWC amounts are set forth below and the targeted operating earnings was $333$461 million, which amounts were based upon the 20182019 operating plan of the Company, approved by the Board in December 2017.early 2019. The following tables indicate the correlation between the Company’s NWC, the Company’s operating earnings performance and the payout percentage of the quantitative portion of the annual incentive target:
25% | 75% |
NWC Achievement % | | | |
Q1 | Q2 | Q3 | Q4 | NWC Payout Matrix % * | Operating Earnings Achievement ($ millions) | Operating Earnings Payout Matrix%* |
29.8% | 26.9% | 28.3% | 30.1% | 0% | Less than $233 | 0% |
28.8% | 25.9% | 27.3% | 29.1% | 25% | $233 | 25% |
27.8% | 24.9% | 26.3% | 28.1% | 50% | $266 | 50% |
26.8% | 23.9% | 25.3% | 27.1% | 75% | $300 | 75% |
25.8% | 22.9% | 24.3% | 26.1% | 100% | $333 | 100% |
24.8% | 21.9% | 23.3% | 25.1% | 125% | $366 | 150% |
23.8% | 20.9% | 22.3% | 24.1% | 150% | $400 or more | 200% |
22.8% | 19.9% | 21.3% | 23.1% | 175% | | |
21.8% | 18.9% | 20.3% | 22.1% | 200% | | |
| 23.6% | | | 19.5% | | | 20.7% | | | 23.0% | | | 0% | | | Less than $323 | | | 0% | |
| 22.6% | | | 18.5% | | | 19.7% | | | 22.0% | | | 25% | | | $323 | | | 25% | |
| 21.6% | | | 17.5% | | | 18.7% | | | 21.0% | | | 50% | | | $369 | | | 50% | |
| 20.6% | | | 16.5% | | | 17.7% | | | 20.0% | | | 75% | | | $415 | | | 75% | |
| 19.6% | | | 15.5% | | | 16.7% | | | 19.0% | | | 100% | | | $461 | | | 100% | |
| 18.6% | | | 14.5% | | | 15.7% | | | 18.0% | | | 125% | | | $508 | | | 150% | |
| 17.6% | | | 13.5% | | | 14.7% | | | 17.0% | | | 150% | | | $554 or more | | | 200% | |
| 16.6% | | | 12.5% | | | 13.7% | | | 16.0% | | | 175% | | | | | | | |
| 15.6% | | | 11.5% | | | 12.7% | | | 15.0% | | | 200% | | | | | | | |
| *
| Results between the thresholds will be interpolated. |
Qualitative Targets: Individual performance for each of the executive officers can include all or any combination of segment performance, business unit performance, personal goals, as well as other financial and non-financial measurements and milestones. The CEO is responsible for determining individual performance measurements for each of his direct reports. The individual performance calculation for the executive officers, other than the CEO, is done on a holistic basis in evaluating the achievement of such goals rather than based upon a rigid formula. The difficulty in achieving the targeted goals depends on a variety of factors, some of which are in the executive’s control and some of which are not. These targets are established annually based on the Company’s operating plan for the coming year and in conjunction with the executive’s annual review by the CEO. If the Company achieves its operating plan objectives for the year, the Committee believes the goals are attainable. Unlike the quantitative targets, the maximum payout percentage for qualitative targets is 100%, although the CEO and the Committee retain discretion to pay up to 120% on a case by case basis for extraordinary performance. This is done in an effort to increase the alignment of the executives’ interests and the Company’s stockholders.
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The Company’s NWC for
2018,2019, calculated in accordance with the Company’s annual incentive plan, was
19.9%20.8%,
18.2%16.6%,
22.5%18.9% and
23.8% for20.4% the first, second, third and fourth quarters of
2018,2019, respectively, which resulted in a payout of
176%63.5% of target for this metric. The Company’s operating earnings, as adjusted for certain unusual and non-recurring items and calculated in accordance with the Company’s annual incentive plan, for
20182019 was
$344.1$354.4 million,
which
which
resulted in a payout of 117%41.8% of target for this quantitative metric. The following table shows the total 20182019 annual incentive payout under the 20092018 Omnibus Plan and details the annual incentive amount that was earned for the quantitative and qualitative portions of the 20182019 annual incentive award for each of the Named Executive Officers other than the CEO.
Name | Amount for Achievement of NWC | Amount for Achievement of Operating Earnings | Amount for Achievement of Qualitative Targets | Total Annual Incentive Amount |
John D. Sheehan | $ | 347,382 | | $ | 174,186 | | $ | 98,969 | | $ | 620,537 | |
Steve Filipov | $ | 310,106 | | $ | 155,495 | | $ | -0- | | $ | 441,747 | * |
Eric I Cohen | $ | 303,710 | | $ | 152,288 | | $ | 86,527 | | $ | 542,524 | |
Matthew Fearon | $ | 270,538 | | $ | 135,654 | | $ | 77,076 | | $ | 483,269 | |
| John D. Sheehan | | | $ 64,340 | | | $127,059 | | | $106,323 | | | $297,723 | |
| Kieran Hegarty | | | $ 42,229 | | | $83,395 | | | $66,503 | | | $192,128 | |
| Matthew Fearon | | | $ 49,987 | | | $98,715 | | | $67,976 | | | $216,679 | |
| Amy George | | | $ 26,300 | | | $51,938 | | | $46,418 | | | $124,657 | |
| * | The Committee exercised negative discretion with respect to Mr. Filipov’s totalHegarty received his 2019 annual incentive amount as a resultaward in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of the performance of the Cranes segment in 2018.£1.00 = $1.2751. |
Mr. Garrison Annual Incentive Targets: Quantitative Targets: Consistent with the other Named Executive Officers, the 20182019 quantitative financial performance measure was NWC as a percentage of net sales and operating earnings for Mr. Garrison and represented 80% of his annual incentive target.
Qualitative Targets: The following table provides a detailed listing of the qualitative performance measures that were considered by the Committee and their percentage weighting:
| SafetyESG
| | | 15% | | | Complete mile marker 23 on eight business specific serious injury and fatality roadmaps. Reduce the Company’s total recordable incident rate to less than 2.612.23 and the Company’s lost time rate to less than 0.57.0.48. Complete targeted health, safety and environment improvements. | |
| SimplifyFocus
| | | 20% | | | Simplify financeSuccessfully complete the exiting of the Company’s mobile cranes businesses in Germany and IT through execution of established financial initiatives (implement a common financial chart of accounts, implement a financial performance management system, improve operation and efficiency of Global Business Services through standardization of processes and simplify tax processes).North America.
| |
| Simplify and Execute to Win | | | 40% | | | ImproveImplement standardized plant operational and financial metrics reporting which is used by operational leadership to drive the trackingoperational performance of Commercial Excellence impact so it aligns with the planned impact of market share change and pricing change included in the Company’s annual operating plan.manufacturing facilities. Execute the strategic sourcing, commercial excellence and life cycle solutions initiatives.
| |
| Talent Development | | | 25% | | | Increase focus on team member engagement. Develop and implement the required organizational design modifications to address the changes in the business portfolio. Develop short and long term succession plans and organizational opportunities for key positions in the Company. Implement formalized financialContinue team member training, for non-finance leaders. Deliver three Leading for Successincluding early talent programs. Achieve women at Terex targets (1% increase at leader level, 0.5% increase in operational roles and 0.5% increase overall).
| |
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The following tables detail the quantitative and qualitative portions of Mr. Garrison’s
20182019 bonus amount:
Quantitative Annual Incentive Goal | Quantitative Annual Incentive Target Amount | Amount for Achievement of Quantitative Targets |
NWC | $ | 234,418 | | $ | 412,575 | |
Operating Earnings | $ | 703,253 | | $ | 822,806 | |
Total | $ | 937,671 | | $ | 1,235,382 | |
Qualitative Annual Incentive Goal | Qualitative Annual Incentive Target Amount | Amount for Achievement of Qualitative Targets |
Safety | $ | 35,163 | | $ | 35,163 | |
Simplify | $ | 46,884 | | $ | 46,884 | |
Execute to Win | $ | 93,767 | | $ | 93,767 | |
Talent Development | $ | 58,604 | | $ | 58,604 | |
Total | $ | 234,418 | | $ | 234,418 | |
| NWC | | | $242,209 | | | $153,803 | |
| Operating Earnings | | | $726,627 | | | $303,730 | |
| Total | | | $968,836 | | | $457,533 | |
| Safety | | | $36,331 | | | $36,331 | |
| Focus | | | $48,442 | | | $48,442 | |
| Simplify and Execute to Win | | | $96,884 | | | $96,884 | |
| Talent Development | | | $60,552 | | | $60,552 | |
| Total | | | $242,209 | | | $242,209 | |
Benefits and Perquisites: The Company previously eliminated substantially all perquisites that applied to its executive officers other than benefits which are also provided generally to all other U.S.-based salaried employees, such as Company-paid life insurance and matching contributions in the Company’s 401(k) Plan and Employee Stock Purchase Plan, medical, dental and vision plans, flexible spending accounts, long and short-term disability coverage and relocation reimbursements and payments.
Executive officers are eligible for a comprehensive annual executive physical. In addition, executive officers, as well as certain other middle management team members of the Company, may elect to defer compensation and receive matching contributions in one of the Company’s deferred compensation plans.
Generally, perquisites granted to executive officers are allocated to their income and they are required to pay income taxes on such perquisites. The Company does not provide a tax gross up on executive perquisites except as they relate to certain relocation benefits or expatriate assignments. In 2018,2019, the Company provided a tax gross up to Mr. Filipov in respect ofrelated to expatriate benefits in respect ofrelating to his assignment in Switzerland. The Company also provides these types of expatriate benefits and tax gross ups to many middle management team members, as an inducement for team members and new hires to relocate based on the business needs of the Company.
Long-Term Incentive Compensation
Long-Term Incentive Compensation: One of the primary components of the Company’s long-term incentive compensation is the granting of restricted stock and/or cash awards to executive officers, including awards which have a performance-based component. Stock awards have the dual objective of helping to build stockholder value while also serving to retain and motivate the Company’s senior leadership. Long-term incentive compensation is designed to provide wealth creation for executives if stockholder value is created.
The Company’s objective is to provide its executive officers with long-term incentive awards that are generally at or above the median of the award level at the Benchmark Companies. Long-term incentive awards may include cash and non-cash components. When determining the size of equity awards, the Committee also believes that there is merit in taking into account the amount of equity that an executive owns in the Company, and the Committee undertook an extensive review in 20182019 of the equity ownership in the Company of each of the executives. However, the overriding factor in determining the size and amount of equity grants is ensuring that grants are motivational and measurable, while providing competitive
equity grants that are determined based on grant date economic
value. The Committee also takes into account that the Company competes for corporate management talent in high cost of labor areas when determining the size and amount of equity grants. In 2018,2019, the long-term incentive awards to the Named Executive Officers were, in the aggregate, above the median of the award level at the Benchmark Companies.
In 2018,2019, the long-term compensation awards granted by the Company consisted of time-based restricted stock awards and performance-based restricted stock awards. The award valuesvalue for the named executive officers, including Mr. Garrison, werewas reduced in 20182019 by approximately 10%7% from the 20172018 award amounts.amount. This decision was made by the Committee after considering the Company’s performance, the Company’s size following recent divestitures, the award levels of the Benchmark Companies and the equity ownership of Mr. Garrison. This resulted in the Companya reduction of eachapproximately 14% in Mr. Garrison’s 2019 award amount as compared to his 2017 award. The award values of the executives.other executive officers were not reduced in 2019 in recognition of the reductions they received in 2018.
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For each of the executive officers, other than Mr. Garrison, the allocation of the economic value assigned to the time and performance based components65% of the long-term incentive awards granted in 2018 were intendedallocated to each be approximately 50%performance-based restricted stock and 35% allocated to time-based restricted stock. The long-term incentive awards for the entire leadership team of the total long-term incentive award value. The
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long-term incentive award for Mr. Garrison wasCompany were more heavily performance-based than that of the other executivesrest of the Company because the Committee
believes
that he is the
executive withsenior leadership team has the highest level of decision-making in the Company and, therefore, has the greatest potential impact on the Company’s
overall performance. As a result, the Committee believes histheir compensation should be more heavily weighted to the Company’s overall performance than that of the other executive officers with 65% allocated to performance-based restricted stock and 35% allocated to time-based restricted stock.
performance.Long-Term Incentive Awards |
Named Executive Officer | Performance-Based | Time-Based |
John L. Garrison | 65% | 35% |
John D. Sheehan | 50% | 50% |
Steve Filipov | 50% | 50% |
Eric I Cohen | 50% | 50% |
Matthew Fearon | 50% | 50% |
| Named Executive Officer | | | Performance-Based | | | Time-Based | |
| John L. Garrison | | | 65% | | | 35% | |
| John D. Sheehan | | | 65% | | | 35% | |
| Kieran Hegarty | | | 65% | | | 35% | |
| Matthew Fearon | | | 65% | | | 35% | |
| Amy George | | | 65% | | | 35% | |
| Eric I Cohen | | | 65% | | | 35% | |
20182019 Long-Term Incentive Awards: The Company’s policy is to make grants of long-term incentive awards in the first quarter of each calendar year, shortly after the Company’s prior year’s results are finalized and both the results and earnings guidance for the coming year are released publicly.Following that policy, in March
2018,2019, the executive officers were granted long-term incentive awards. The grants for the executives contained both time-based awards and performance-based awards. Each time-based award will vest solely on the passage of time over a three-year period, with one-third of the time-based award vesting on March
812 of each of
2019, 2020,
2021 and
2021,2022, to the extent the executive is still employed with the Company.
As in previous years, the performance-based awards were generally split between two performance metrics. For
2018,2019, the Committee approved using both total shareholder return (“TSR”) and return on invested capital (“ROIC”) as the performance metrics for the performance-based awards.
The Committee continued to believe that TSR was an appropriate performance measure as it closely aligns this portion of executive pay with stockholder performance. The Committee determined that ROIC was an appropriate performance measure for long-term incentive awards. ROIC is one of the primary measures to assess operational performance, as it measures how effectively the Company uses money invested in its operations, and the Committee believes this is a metric that is strongly aligned with longer-term performance and decision making. ROIC highlights the level of value creation when compared to the Company’s cost of capital. The
after taxafter-tax measurement of ROIC is important because the Committee believes tax planning and management are important components of the Company’s overall performance.
Each long-term incentive award included two performance-based awards. The first performance-based award (the “ROIC Award”) is generally contingent upon the Company achieving a targeted ROIC in each of 2018, 2019, 2020 and 20202021 (the “ROIC Target”). For each of 2018, 2019, 2020 and 2020,2021, the proportionate
target amount will be received if the Company achieves its ROIC Target for such year, with the amount subject to
increase or decrease for attainment above or below the ROIC Target for such year. The ROIC Target for 20182019 was 15.7%21.3%. As a result of the Company’s performance, the executives earned approximately 120%72% of the 20182019 portion of the performance-based award. The ROIC Targets for 20192020 and 20202021 will be based upon the operating plan approved by the Board for the applicable year. The executive will earn 100% of the ROIC Award for a particular year if the Company achieves the ROIC Target for such year. Any earned portion of an award will not be paid until the end of the three-year performance period. For performance that fails to meet the ROIC Target, less than 100% of the ROIC Award will be received, with the actual payment amount corresponding directly with the level of achievement under the target (e.g., 90% achievement would result in a 75% payment, 80% achievement would result in a 50% payment, 70% achievement would result in a 25% payment and less than 70% achievement would result in no payment). Alternatively, for performance that exceeds the ROIC Target, greater than 100% of the ROIC Shares will be received, with the actual payment amount corresponding directly with the level of achievement in excess of the target (e.g., 110% achievement would result in a 125% payment, 120% achievement would result in a 150% payment, 140% achievement would result in 200% achievement and greater than 140% achievement is capped at a payment of 200%). The Committee, together with its independent consultant, did a thorough review of the long-term incentive awards granted by the Benchmark Companies. The Committee believes the Company’s performance award payout structure and performance ranges support the cyclical nature of our industry and closely aligns with the threshold levels of the Benchmark Companies.
The second performance-based award (the “TSR Award”) is contingent upon the Company achieving a percentile rank of 50th (the “TSR Target”) against the Benchmark Companies for three yearthree-year annualized total stockholder return (“TSR”) for the period January 1, 20182019 through December 31, 2020. 2021.
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TSR combines share price appreciation and dividends paid to measure the total return to shareholders. TSR is calculated by adding the change in a company’s stock price during a specified time period to any dividends paid by such company
2019 PROXY STATEMENT
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during the time period and dividing that sum by the stock price of such company at the beginning of the period. The amount of shares earned will be based on the performance attainment as contained in the table below.
| Below Threshold | | | < 30th Percentile | | | 0% | |
| Threshold | | | 30th Percentile | | | 25% | |
| Target | | | 50th Percentile | | | 100% | |
| Maximum | | | ≥ 80th Percentile | | | 200% | |
The Committee, together with its independent consultant, did a thorough review of the TSR awards granted by the
Benchmark Companies. The Committee believes the Company’s performance award payout structure and performance ranges for the TSR awards supports the cyclical nature of our industry and closely aligns with the threshold, target and maximum levels of the Benchmark Companies.
The Committee believes that the three yearthree-year period for these awards and these performance metrics helps motivate long-term decision making and better aligns the interests of the executives and the Company’s stockholders. No shares earned prior to the end of the three-year period are paid out until after the end of the three-year period.
Post-Employment Compensation
Retirement Plans and Life Insurance: The Company offers a variety of mechanisms for its executive officers to plan for their retirement. These plans are offered to attract and retain executive officers by offering them benefits similar to those offered by the Benchmark Companies. The retirement plans offered by the Company to its executive officers generally include a 401(k) plan, which is also offered to most of the Company’s U.S. based employees, a deferred compensation plan, an ERISA excess plan, a defined benefit supplemental executive retirement plan (“DB SERP”) and a defined contribution supplemental executive retirement plan (“DC SERP”, and together with the DB SERP, the “SERPs”). The DB SERP is closed to new
participants and as of January 1, 2020 does not have any active participants. A senior executive participating in the DB SERP is not eligible to participate in the DC SERP. See “Pension Benefits” for a description of the SERPs and “Nonqualified Deferred Compensation” for a description of the Company’s deferred compensation plan.
In addition, each executive officer receives a life insurance benefit that provides his or her family with a core level of security in case of the premature death of the executive
officer. The Company provides each executive officer with a group life insurance benefit that is approximately two times his or her base salary, up to a maximum of $900,000.
Termination of Employment and Change in Control Arrangements: Each of the Named Executive Officers is a party to a Change in Control and Severance Agreement with the Company (collectively, the “Executive Agreements”). The Company does not have any agreements that contain excise tax gross ups.
The Executive agreementsAgreements provide the executive officers with a core level of assurance that their actions on behalf of the Company and its stockholders can proceed without the potential distraction of short-term issues that may affect the Company (e.g., merger, buyout, etc.) and helps ensure that they continue to act in the best interests of the Company. In addition, these agreements contain measures that protect the Company as well, such as confidentiality, non-compete and non-solicitation provisions. The key terms of these agreements are generally customary provisions for agreements of this type and are described below in “Potential Payments Upon Termination or Change in Control.”
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Compensation Committee Report The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
OREN G. SHAFFER
SCOTT W. WINEMATTHEW P. HEPLERDONALD DEFOSSETRAIMUND KLINKNER
DAVID C. WANGANDRA RUSHSCOTT W. WINE 30
2019
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The following table sets forth, as of March 25, 2018,24, 2020, the respective names and ages of the Company’s executive officers, indicating all positions and offices held by each such person. Each officer is elected by the Board to hold office for one year or until his or her successor is duly elected and qualified.
| John L. Garrison, Jr. | | | 5859
| | | Chairman, President and Chief Executive Officer | |
| John D. Sheehan | | | 5859
| | | Senior Vice President and Chief Financial Officer |
Eric I Cohen
| 60
| Senior Vice President, Secretary and General Counsel |
Brian J. Henry | 60
| Senior Vice President, Business Development and Investor Relations
|
Kevin A. Barr
| 59
| Senior Vice President, Human Resources
|
Matthew Fearon | | | 5758
| | | President, Terex Aerial Work Platforms | |
| Stoyan (Steve) FilipovAmy George
| | | 5058
| | | Senior Vice President Terex CranesHuman Resources, Chief Human Resources Officer | |
| Kieran Hegarty | | | 5253
| | | President, Terex Materials Processing | |
| Scott Posner | | | 45 | | | Senior Vice President, General Counsel and Secretary | |
For information regarding Mr. Garrison, refer to the section above titled “Election of Directors.”
John D. Sheehan
became Senior Vice President and Chief Financial Officer on February 27, 2017. Prior to joining the Company, Mr. Sheehan most recently served as Executive Vice President and Chief Financial Officer of Mylan Inc.N.V., a global pharmaceutical company, from 2010 through April 1, 2016. Prior to joining Mylan, Mr. Sheehan worked in a variety of financial positions at Delphi Corporation, a global supplier to the auto industry. During his last two years at Delphi he served as Chief Financial Officer. Additionally, Mr. Sheehan’s experience includes 20 years with KPMG LLP where he was an Audit Engagement Partner, including an assignment in Germany.Eric I Cohen became Senior Vice President, Secretary and General Counsel of the Company on January 1, 1998. Prior to joining the Company, Mr. Cohen was a partner with the New York City law firm of Robinson Silverman Pearce Aronsohn & Berman LLP (which firm merged with a predecessor of Bryan Cave Leighton Paisner LLP) since January 1992 and was an associate attorney with that firm from 1983 to 1992.
Brian J. Henry was appointed Senior Vice President, Finance and Business Development on October 18, 2002. Mr. Henry also became responsible for investor relations in August 2016. Mr. Henry previously held the positions of Vice President, Finance and Business Development, Vice President-Finance and Treasurer, and Vice President-Corporate Development and Acquisitions. Mr. Henry also served as the Company’s Director of Investor Relations. Mr. Henry has been employed by the Company since 1993. From 1990 to 1993, Mr. Henry was employed by KCS Industries, L.P. and its predecessor, KCS Industries, Inc., an entity that until December 31, 1993, provided administrative, financial, marketing, technical, real estate and legal services to the Company and its subsidiaries.
Kevin A. Barr became the Chief Human Resources Officer for the Company on September 25, 2000 and has held the title Senior Vice President, Human Resources of the Company since January 3, 2006. Prior to joining the Company, Mr. Barr served
as the Chief Human Resources Officer at DBT Online since 1998. From 1995 to 1998, Mr. Barr was at Nabisco, Inc. as Vice President-Human Resources, Asia/Pacific. Prior to that, Mr. Barr served as Vice President-Human Resources, Asia/Pacific and Latin America with Dun and Bradstreet Corporation from 1990 to 1995, and in various human resources executive positions at Chase Manhattan Bank, N.A. from 1981 to 1990.
Matthew Fearon was named President, Terex Aerial Work Platforms (AWP) on January 14, 2013. Mr. Fearon also has responsibility for the Company’s operations in Latin America and China. Previously, Mr. Fearon had been serving as Vice President and General Manager of the AWP Americas business since October 2010. Prior to that, Mr. Fearon was Managing Director of AWP Europe since March 2007. Mr. Fearon joined Genie Industries, Inc. in 1995, which was acquired by Terex in 2002 and Mr. Fearon has held a number of operating positions of increasing responsibility since 1995.
Stoyan (Steve) Filipov
Amy George was namedappointed Senior Vice President Human Resources, Chief Human Resources Officer on December 9,
2019. She previously served as Vice President, Chief Talent and Diversity Officer since November 2017. Ms. George began her Terex
Cranes on October 25, 2016career in February 2007. Prior to joining Terex, Ms. George was employed by PepsiCo for approximately 10 years, and
washeld a variety of leadership roles in Human Resources, culminating in her position as Vice President,
Terex Material Handling & Port Solutions from January 14, 2013 until the sale of the Material Handling & Port Solutions business to Konecranes Plc on January 4, 2017. Previously, Mr. Filipov had been serving as President, Developing Markets and Strategic Accounts since January 16, 2008.Global Diversity. Prior to that,
Mr. Filipov had been serving as President, Terex Cranes since January 1, 2004. At that time, Mr. Filipov had been serving as PresidentMs. George was employed for ten years at James River Corporation, now Georgia Pacific, where she held management positions in a variety of
the international operations for Terex Cranes since July 1, 2002. Prior to that, Mr. Filipov held various other positions with a number of the Company’s international businesses. Mr. Filipov started with the Company on September 1, 1995 as Export Manager for one of the Company’s crane operationsfunctions, including Sales, General Management, Customer Administration and Human Resources. She began her career in
France.Human Resources at Chesebrough-Ponds.
Kieran Hegarty was named President, Terex Materials Processing in March 2010. Prior to that, Mr. Hegarty had been serving as Vice President, Terex Materials Processing since January 2006. Previously, he held various general management positions within the Powerscreen group of companies since 1992.
Scott J. Posner was appointed Senior Vice President, General Counsel and Secretary in December 2019. Previously, Mr. Posner had been serving as Vice President, Deputy General Counsel and Assistant Secretary of the Company since April 2012. He joined Terex in January 2004 as Legal Counsel and has held a number of positions of increasing responsibility since that time. Prior to joining Terex, Mr. Posner was an associate at Weil, Gotshal & Manges LLP from 2001 to 2004.
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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table The Summary Compensation Table below shows the compensation for the three previous fiscal years, as applicable, of the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s three other highest paid executive officers who had
20182019 total qualifying compensation in excess of $100,000,
as well as the compensation for two of the Company’s former executive officers who would have been Named Executive Officers but for the fact that they were not serving as executive officers of the Company at the end of 2019 (the “Named Executive Officers”).
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualifed Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) |
John L. Garrison | | 2018 | | $ | 935,577 | | | 0 | | $ | 6,741,994 | | | 0 | | $ | 1,469,800 | | | 0 | | $ | 482,329 | | $ | 9,629,700 | |
Chairman and | | 2017 | | $ | 900,000 | | $ | 900,000 | | $ | 7,334,348 | | | 0 | | $ | 1,777,680 | | $ | 107 | | $ | 294,347 | | $ | 11,206,482 | |
Chief Executive Officer | | 2016 | | $ | 882,692 | | | 0 | | $ | 8,153,981 | | | 0 | | | 392,256 | | | 0 | | $ | 541,119 | | $ | 9,970,048 | |
John D. Sheehan | | 2018 | | $ | 659,250 | | | 0 | | $ | 1,970,750 | | | 0 | | $ | 620,537 | | | 0 | | $ | 212,977 | | $ | 3,463,514 | |
Senior Vice President | | 2017 | | $ | 530,000 | | | 0 | | $ | 3,558,138 | | | | | $ | 685,908 | | | 0 | | $ | 411,661 | | $ | 5,185,707 | |
and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eric I Cohen | | 2018 | | $ | 576,370 | | | 0 | | $ | 1,238,035 | | | 0 | | $ | 542,524 | | $ | 953,776 | | $ | 70,525 | | $ | 3,381,230 | |
Senior Vice President, | | 2017 | | $ | 568,283 | | $ | 568,283 | | $ | 1,321,846 | | | 0 | | $ | 701,545 | | $ | 191,552 | | $ | 67,221 | | $ | 3,418,730 | |
Secretary and General Counsel | | 2016 | | $ | 563,890 | | | 0 | | $ | 1,306,955 | | | 0 | | $ | 153,679 | | $ | 398,018 | | $ | 50,493 | | $ | 2,473,035 | |
Steve Filipov | | 2018 | | $ | 588,510 | | | 0 | | $ | 1,238,035 | | | 0 | | $ | 441,747 | | $ | 227,082 | | $ | 397,449 | | $ | 2,892,823 | |
President, Terex Cranes | | 2017 | | $ | 580,253 | | $ | 580,253 | | $ | 1,347,764 | | | 0 | | $ | 716,322 | | $ | 214,986 | | $ | 199,485 | | $ | 3,639,063 | |
| | 2016 | | $ | 566,075 | | | 0 | | $ | 1,250,131 | | | 0 | | $ | 157,290 | | $ | 247,820 | | $ | 102,950 | | $ | 2,324,266 | |
Matthew Fearon | | 2018 | | $ | 513,629 | | | 0 | | $ | 1,010,641 | | | 0 | | $ | 483,269 | | | 0 | | $ | 199,940 | | $ | 2,207,479 | |
President, Terex Aerial | | 2017 | | $ | 510,000 | | $ | 510,000 | | $ | 1,140,416 | | | 0 | | $ | 629,595 | | $ | 655 | | $ | 125,968 | | $ | 2,916,634 | |
Work Platforms | | 2016 | | $ | 510,000 | | | 0 | | $ | 1,136,482 | | | 0 | | $ | 138,924 | | $ | 2,858 | | $ | 109,882 | | $ | 1,898,146 | |
| John L. Garrison | | | 2019 | | | $967,788 | | | 0 | | | $6,295,656 | | | 0 | | | $699,742 | | | 0 | | | $369,416 | | | $8,332,602 | |
| Chairman, President and | | | 2018 | | | $935,577 | | | 0 | | | $6,741,994 | | | 0 | | | $1,469,800 | | | 0 | | | $482,329 | | | $9,629,700 | |
| Chief Executive Officer | | | 2017 | | | $900,000 | | | $900,000 | | | $7,334,348 | | | 0 | | | $1,777,680 | | | $107 | | | $294,347 | | | $11,206,482 | |
| John D. Sheehan | | | 2019 | | | $674,794 | | | 0 | | | $2,046,088 | | | 0 | | | $297,723 | | | 0 | | | $222,737 | | | $3,241,342 | |
| Senior Vice President | | | 2018 | | | $659,250 | | | 0 | | | $1,970,750 | | | 0 | | | $620,537 | | | 0 | | | $212,977 | | | $3,463,514 | |
| and Chief Financial Officer | | | 2017 | | | $530,000 | | | 0 | | | $3,558,138 | | | 0 | | | $685,908 | | | 0 | | | $411,661 | | | $5,185,707 | |
| Eric I Cohen | | | 2019 | | | $589,960 | | | 0 | | | $1,170,185 | | | 0 | | | $0 | | | $2,638,737 | | | $65,048 | | | $4,463,930 | |
| Former Senior Vice President, | | | 2018 | | | $576,370 | | | 0 | | | $1,238,035 | | | 0 | | | $542,524 | | | $953,776 | | | $70,525 | | | $3,381,230 | |
| Secretary and General Counsel | | | 2017 | | | $568,283 | | | $568,283 | | | $1,321,846 | | | 0 | | | $701,545 | | | $191,552 | | | $67,221 | | | $3,418,730 | |
| Steve Filipov | | | 2019 | | | $373,326 | | | 0 | | | $0 | | | 0 | | | $0 | | | $0 | | | $1,730,929 | | | $2,104,255 | |
| Former President, Terex Cranes | | | 2018 | | | $588,510 | | | 0 | | | $1,238,035 | | | 0 | | | $441,747 | | | $227,082 | | | $397,449 | | | $2,892,823 | |
| | | | 2017 | | | $580,253 | | | $580,253 | | | $1,347,764 | | | 0 | | | $716,322 | | | $214,986 | | | $199,485 | | | $3,639,063 | |
| Kieran Hegarty(7) | | | 2019 | | | $443,213 | | | 0 | | | $1,259,131 | | | 0 | | | $192,128 | | | 0 | | | $72,493 | | | $1,966,965 | |
| President, Terex Materials | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Processing | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Matthew Fearon | | | 2019 | | | $524,263 | | | 0 | | | $1,049,276 | | | 0 | | | $216,679 | | | 0 | | | $176,134 | | | $1,966,352 | |
| President, Terex Aerial | | | 2018 | | | $513,629 | | | 0 | | | $1,010,641 | | | 0 | | | $483,269 | | | 0 | | | $199,940 | | | $2,207,479 | |
| Work Platforms | | | 2017 | | | $510,000 | | | $510,000 | | | $1,140,416 | | | 0 | | | $629,595 | | | $655 | | | $125,968 | | | $2,916,634 | |
| Amy George | | | 2019 | | | $404,754 | | | 0 | | | $415,042 | | | 0 | | | $124,657 | | | 0 | | | $56,827 | | | $1,001,280 | |
| Senior Vice President Human Resources, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Chief Human Resources Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | The 2017 amounts for Messrs. Garrison, Cohen, Filipov and Fearon reflect retention bonuses granted in the first quarter of 2016 in response to the uncertainties of the original Konecranes merger of equals transaction and the Zoomlion unsolicited all cash offer. These bonuses were paid in the fourth quarter of 2017. |
| | See Note PN – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 for a detailed description of the assumptions that the Company used in determining the dollar amounts recognized for financial statement reporting purposes of its stock awards. |
| | The amounts listed in the Stock Awards column are the aggregate grant date fair value amounts computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The amounts listed in the Stock Awards column include awards that are subject to performance conditions. For the 20182019 awards, if the maximum performance is achieved, the stock award amounts for Messrs. Garrison, Sheehan, Filipov, Cohen, Hegarty and Fearon and Ms. George would be $10,871,067 $2,902,120, $1,823,127, $1,823,127$10,491,313, $3,409,677, $1,971,342, $2,098,263 $1,748,552 and $1,488,267,$691,642, respectively. |
| | The 2018, 2017 and 2016 amounts for Messrs. Garrison, Filipov, Cohen and Fearon and2019, 2018 and 2017 amounts for Messrs. Garrison, Sheehan, and Fearon, the 2018 and 2017 amounts for Messrs. Cohen and Filipov, and the 2019 amounts for Mr. Sheehan,Hegarty and Ms. George, as applicable, reflect annual incentive awards earned during fiscal years 2019, 2018 2017 and 2016,2017, respectively, under the Omnibus Plan. |
| | The amount in this column for Messrs. Cohen and Filipov reflects the actuarial increase in the present value of their benefits under all defined benefit pension plans. The actuarial change in value of the benefits under all defined benefit plans for Mr. Filipov was ($1,423,732) and is reflected as $0 in accordance with SEC rules. No Named Executive Officer received preferential or above-market earnings on deferred compensation in 2018.2019. |
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| | As part of its competitive compensation program, the Company in 20182019 provided its Named Executive Officers with certain perquisites and other personal benefits. The amounts listed below are the aggregate incremental cost of the benefits and perquisites paid by the Company. The aggregate incremental cost to the Company is computed as the actual out-of-pocket cost to the Company of supplying such perquisite. For example, the amount listed under the Company Paid Life Insurance column is the amount that the Company paid to a third party as a result of providing the life insurance to the Named Executive Officer. As part of their compensation, each of the Named Executive Officers in 20182019 received the benefits and perquisites listed in the table below: |
Name | Disability Premiums | 401(k) Matching Contributions | Employee Stock Purchase Plan Company Contributions | Company Paid Life Insurance | Dividends on Stock Awards* | Other** | Total |
John L. Garrison | $ | 1,073 | | $ | 13,750 | | | 0 | | $ | 2,592 | | $ | 159,021 | | $ | 305,893 | | $ | 482,329 | |
John D. Sheehan | $ | 1,073 | | $ | 13,750 | | | 0 | | $ | 2,592 | | $ | 38,497 | | $ | 157,065 | | $ | 212,977 | |
Eric I Cohen | $ | 1,073 | | $ | 13,750 | | | 0 | | $ | 2,592 | | $ | 29,381 | | $ | 23,729 | | $ | 70,525 | |
Steve Filipov | $ | 1,073 | | $ | 13,750 | | | 0 | | $ | 2,592 | | $ | 28,984 | | $ | 351,050 | | $ | 397,449 | |
Matthew Fearon | $ | 1,073 | | $ | 13,750 | | | 0 | | $ | 2,592 | | $ | 25,154 | | $ | 157,371 | | $ | 199,940 | |
| John L. Garrison | | | $1,073 | | | $14,000 | | | 0 | | | $2,592 | | | $106,179 | | | $245,572 | | | $369,416 | |
| John D. Sheehan | | | $1,073 | | | $14,000 | | | 0 | | | $2,592 | | | $38,538 | | | $166,534 | | | $222,737 | |
| Eric I Cohen | | | $1,073 | | | $14,000 | | | 0 | | | $2,592 | | | $19,748 | | | $27,635 | | | $65,048 | |
| Steve Filipov | | | $1,073 | | | $14,000 | | | 0 | | | $2,592 | | | $7,830 | | | $1,705,434 | | | $1,730,929 | |
| Kieran Hegarty | | | $0 | | | $0 | | | 0 | | | $1,471 | | | $17,740 | | | $53,282 | | | $72,493 | |
| Matthew Fearon | | | $1,073 | | | $14,000 | | | 0 | | | $2,592 | | | $16,566 | | | $141,903 | | | $176,134 | |
| Amy George | | | $1,073 | | | $14,000 | | | $390 | | | $2,506 | | | $6,046 | | | $32,812 | | | $56,827 | |
| *
| Dividends are received on time-based restricted stock awards and on performance-based stock only to the extent that awards have been earned. |
2019 PROXY STATEMENT
TABLE OF CONTENTS
| | The amount shown for Mr. Garrison consists of (i) $267,768$240,747 for the Company’s contribution to the DC SERP and (ii) $38,125 for matching contribution$4,825 related to the Company’s ERISA Excess Plan;executive health benefits; the amount shown for Mr. Sheehan consists of (i) $124,152$128,033 for the Company’s contribution to the DC SERP and (ii) $32,913$33,676 for matching contributions to the Company’s Deferred Compensation Plan;Plan, and (iii) $4,825 related to executive health benefits; the amount shown for Mr. Cohen consists of (i) $23,354$22,810 for matching contribution to the Company’s ERISA Excess Plan and (ii) $375 for a wellness award;$4,825 related to executive health benefits; the amount shown for Mr. Filipov consists of (i) $120,959 related to his relocation to Switzerland, of which $27,982 is for the reimbursement of taxes, (ii) $148,221$194,506 related to housing and other cost of living expenses associated with livingbeing based in Switzerland and his relocation back to the United States, (ii) $866,679 for the payment of taxes as a result of his expatriate assignment, of which $351,347 is for the reimbursement of taxes; (iii) $52,840$3,016 for the reimbursement of Mr. Filipov’s children’s education, (iv) $19,830$30,678 for a vehicle allowance, and (v) $9,200$20,877 for tax preparation services; (vi) $223,362 related to severance payments and (vii) $366,316 for a transition bonus; the amount shown for Mr. Hegarty consists of (i)$14,536 for a vehicle allowance, (ii) $37,983 for pension contributions and related payments; and (iii) $763 related to executive health benefits; the amount shown for Mr. Fearon consists of (i) $113,960$99,711 for the Company’s contribution to the DC SERP, and (ii) $43,411$37,367 for matching contribution to the Company’s ERISA Excess Plan.Plan, and (iii) $4,825 related to executive health benefits; the amount shown for Ms. George consists of (i) $27,987 for matching contributions to the Company’s Deferred Compensation Plan and (ii) $4,825 related to executive health benefits. |
(7)
| Mr. Hegarty received his 2019 compensation in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2751. |
2020 PROXY STATEMENT TABLE OF CONTENTS
Grants of Plan-Based Awards
The following table sets forth information on grants of awards under the Company’s equity and non-equity incentive plans during
20182019 to the Named Executive Officers. The amount of stock awards, option awards and non-equity incentive plan compensation recognized for financial reporting purposes by the Company for the Named Executive Officers during
20182019 is also listed in the Summary Compensation Table.
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) |
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
John L. Garrison | | 3/8/2018 | | | | | | | | | | | | | | | | | | | | | 58,363 | | | | | | | | $ | 2,327,500 | |
| | 3/8/2018 | | | | | | | | | | | | 13,549 | | | 54,194 | | | 108,388 | | | | | | | | | | | $ | 2,161,250 | |
| | 3/8/2018 | | | | | | | | | | | | 13,549 | | | 54,194 | | | 108,388 | | | | | | | | | | | $ | 2,253,244 | |
| | N/A | | $ | 8,791 | | $ | 1,172,089 | | $ | 2,156,644 | | | | | | | | | | | | | | | | | | | | | | |
John D. Sheehan | | 3/8/2018 | | | | | | | | | | | | | | | | | | | | | 24,448 | | | | | | | | $ | 975,000 | |
| | 3/8/2018 | | | | | | | | | | | | 3,056 | | | 12,224 | | | 24,448 | | | | | | | | | | | $ | 487,500 | |
| | 3/8/2018 | | | | | | | | | | | | 3,056 | | | 12,224 | | | 24,448 | | | | | | | | | | | $ | 508,250 | |
| | N/A | | $ | 24,742 | | $ | 494,846 | | $ | 910,517 | | | | | | | | | | | | | | | | | | | | | | |
Eric I Cohen | | 3/8/2018 | | | | | | | | | | | | | | | | | | | | | 15,359 | | | | | | | | $ | 612,500 | |
| | 3/8/2018 | | | | | | | | | | | | 1,920 | | | 7,679 | | | 15,358 | | | | | | | | | | | $ | 306,250 | |
| | 3/8/2018 | | | | | | | | | | | | 1,920 | | | 7,679 | | | 15,358 | | | | | | | | | | | $ | 319,285 | |
| | N/A | | $ | 21632 | | $ | 432,635 | | $ | 796,048 | | | | | | | | | | | | | | | | | | | | | | |
Steve Filipov | | 3/8/2018 | | | | | | | | | | | | | | | | | | | | | 15,359 | | | | | | | | $ | 612,500 | |
| | 3/8/2018 | | | | | | | | | | | | 1,920 | | | 7,679 | | | 15,358 | | | | | | | | | | | $ | 306,250 | |
| | 3/8/2018 | | | | | | | | | | | | 1,920 | | | 7,679 | | | 15,358 | | | | | | | | | | | $ | 319,285 | |
| | N/A | | $ | 22,087 | | $ | 441,747 | | $ | 812,815 | | | | | | | | | | | | | | | | | | | | | | |
Matthew Fearon | | 3/8/2018 | | | | | | | | | | | | | | | | | | | | | 12,538 | | | | | | | | $ | 500,000 | |
| | 3/8/2018 | | | | | | | | | | | | 1,567 | | | 6,269 | | | 12,538 | | | | | | | | | | | $ | 250,000 | |
| | 3/8/2018 | | | | | | | | | | | | 1,567 | | | 6,269 | | | 12,538 | | | | | | | | | | | $ | 260,641 | |
| | N/A | | $ | 19,269 | | $ | 385,382 | | $ | 709,103 | | | | | | | | | | | | | | | | | | | | | | |
| John L. Garrison | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 62,370 | | | | | | | | | $2,100,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 14,479 | | | 57,915 | | | 115,830 | | | | | | | | | | | | $1,950,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 14,479 | | | 57,915 | | | 115,830 | | | | | | | | | | | | $2,245,656 | |
| | | | N/A | | | $9,083 | | | $1,211,045 | | | $2,228,323 | | | | | | | | | | | | | | | | | | | | | | |
| John D. Sheehan | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 20,270 | | | | | | | | | $682,500 | |
| | | | 3/12/2019 | | | | | | | | | | | | 4,706 | | | 18,822 | | | 37,644 | | | | | | | | | | | | $633,750 | |
| | | | 3/12/2019 | | | | | | | | | | | | 4,706 | | | 18,822 | | | 37,644 | | | | | | | | | | | | $729,838 | |
| | | | N/A | | | $25,331 | | | $506,616 | | | $932,173 | | | | | | | | | | | | | | | | | | | | | | |
| Eric I Cohen | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 12,734 | | | | | | | | | $369,028 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2,956 | | | 11,824 | | | 23,648 | | | | | | | | | | | | $342,669 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2,956 | | | 11,824 | | | 23,648 | | | | | | | | | | | | $458,488 | |
| | | | N/A | | | $0 | | | $0 | | | $0 | | | | | | | | | | | | | | | | | | | | | | |
| Kieran Hegarty | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 12,474 | | | | | | | | | $420,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2,896 | | | 11,583 | | | 23,166 | | | | | | | | | | | | $390,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2,896 | | | 11,583 | | | 23,166 | | | | | | | | | | | | $449,131 | |
| | | | N/A | | | $17,283 | | | $345,656 | | | $636,007 | | | | | | | | | | | | | | | | | | | | | | |
| Matthew Fearon | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 10,395 | | | | | | | | | $350,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2.413 | | | 9,653 | | | 19,306 | | | | | | | | | | | | $325,000 | |
| | | | 3/12/2019 | | | | | | | | | | | | 2,413 | | | 9,653 | | | 19,306 | | | | | | | | | | | | $374,276 | |
| | | | N/A | | | $19,680 | | | $393,602 | | | $724,228 | | | | | | | | | | | | | | | | | | | | | | |
| Amy George | | | 3/12/2019 | | | | | | | | | | | | | | | | | | | | | 4,112 | | | | | | | | | $138,443 | |
| | | | 3/12/2019 | | | | | | | | | | | | 955 | | | 3,818 | | | 7,636 | | | | | | | | | | | | $128,554 | |
| | | | 3/12/2019 | | | | | | | | | | | | 955 | | | 3,818 | | | 7,636 | | | | | | | | | | | | $148,045 | |
| | | | N/A | | | $10,355 | | | $207,090 | | | $381,046 | | | | | | | | | | | | | | | | | | | | | | |
| | The target award levels established for the annual incentive program are established annually in the first quarter and are expressed as a percentage of the Named Executive Officer’s base salary. See “Compensation Discussion and Analysis” under the heading “Annual Incentive Program” for a description of the annual incentive bonus program. The amounts reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for awards under the annual incentive bonus program that were paid in March 2019,2020, based on performance in 2018.2019. Thus, the amounts shown in the “threshold, target and maximum” columns reflect the range of potential payouts when the target award levels were established in the first quarter of 2018.2019. The actual amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
| | The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for performance share awards granted in 2018.2019. The first performance share award is subject to the Company achieving certain ROIC targets and the second performance share award is subject to the Company achieving certain TSR targets. The performance share awards pay $0 for performance below threshold. These performance shares will vest in full in 20212022 if the target performance criteria are satisfied. For a description of the process for determining target award levels and the terms of the performance share awards, please refer to “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such performance shares shall vest immediately. Dividends, if any, are paid on earned performance shares at the same rate as paid to all stockholders. |
| | The amounts in this column reflect the time-based restricted stock awards granted in 2018.2019. For a description of the process for determining award levels and the terms of such awards, see “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such restricted stock award shall vest immediately. Dividends, if any, are paid on restricted stock awards at the same rate as paid to all stockholders. |
| | The grant date fair value of the equity awards granted in 20182019 was calculated in accordance with ASC 718. For a description of the assumptions made in valuing the equity awards see Note PN – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019. |
2020 PROXY STATEMENT 2019 PROXY STATEMENT
TABLE OF CONTENTS
Outstanding Equity Awards at Fiscal Year-End The table below summarizes the amount of unexercised stock options, Restricted Stock that has not vested and equity incentive plan awards that have not yet vested for each of the Named Executive Officers as of December 31,
2018.Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
John L. Garrison | | | | | | | | | | | | | | | | | 26,113 | (2) | $ | 719,944 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 72,137 | (3) | $ | 1,988,822 | |
| | | | | | | | | | | | | | | | | | | | | | | 71,544 | (4) | $ | 1,972,456 | |
| | | | | | | | | | | | | | | | | | | | | | | 35,372 | (5) | $ | 975,212 | |
| | | | | | | | | | | | | | | | | | | | | | | 35,372 | (6) | $ | 975,212 | |
| | | | | | | | | | | | | | | | | 52,358 | (7) | $ | 1,443,501 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 41,226 | (8) | $ | 1,136,599 | |
| | | | | | | | | | | | | | | | | | | | | | | 23,839 | (9) | $ | 657,254 | |
| | | | | | | | | | | | | | | | | | | | | | | 23,839 | (10) | $ | 657,254 | |
| | | | | | | | | | | | | | | | | | | | | | | 36,163 | (11) | $ | 997,017 | |
| | | | | | | | | | | | | | | | | | | | | | | 17,880 | (12) | $ | 492,940 | |
| | | | | | | | | | | | | | | | | | | | | | | 17,880 | (13) | $ | 492,941 | |
| | | | | | | | | | | | | | | | | | | | | | | 17,880 | (14) | $ | 492,941 | |
| | | | | | | | | | | | | | | | | 59,022 | (16) | $ | 1,627,232 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 13,548 | (17) | $ | 373,531 | |
| | | | | | | | | | | | | | | | | | | | | | | 13,548 | (18) | $ | 373,531 | |
| | | | | | | | | | | | | | | | | | | | | | | 13,548 | (19) | $ | 373,531 | |
| | | | | | | | | | | | | | | | | | | | | | | 13,548 | (20) | $ | 373,531 | |
| | | | | | | | | | | | | | | | | | | | | | | 18,065 | (21) | $ | 498,041 | |
| | | | | | | | | | | | | | | | | | | | | | | 18,065 | (22) | $ | 498,041 | |
| | | | | | | | | | | | | | | | | | | | | | | 18,065 | (23) | $ | 498,041 | |
John D. Sheehan | | | | | | | | | | | | | | | | | 34,817 | (15) | $ | 959,893 | | | | | | | |
| | | | | | | | | | | | | | | | | 20,837 | (7) | $ | 574,477 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 8,834 | (8) | $ | 243,557 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,108 | (9) | $ | 140,840 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,108 | (10) | $ | 140,840 | |
| | | | | | | | | | | | | | | | | | | | | | | 7,749 | (11) | $ | 213,646 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,831 | (12) | $ | 105,630 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,831 | (13) | $ | 105,630 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,831 | (14) | $ | 105,630 | |
| | | | | | | | | | | | | | | | | 24,725 | (16) | $ | 681,655 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 3,056 | (17) | $ | 84,255 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,056 | (18) | $ | 84,255 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,056 | (19) | $ | 84,255 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,056 | (20) | $ | 84,255 | |
| | | | | | | | | | | | | | | | | | | | | | | 4,075 | (21) | $ | 112,340 | |
| | | | | | | | | | | | | | | | | | | | | | | 4,075 | (22) | $ | 112,340 | |
| | | | | | | | | | | | | | | | | | | | | | | 4,075 | (23) | $ | 112,340 | |
2019. | John L. Garrison | | | | | | | | | | | | | | | | | | 26,565(2) | | | $791,106 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 41,833(3) | | | $1,245,800 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 29,101(4) | | | $866,642 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 23,839(5) | | | $709,939 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 36,696(6) | | | $1,092,807 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 17,880(7) | | | $532,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 17,880 (8) | | | $532,454 | |
| | | | | | | | | | | | | | | | | | | 39,928(9) | | | $1,189,053 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 13,548(10) | | | $403,473 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 13,548(11) | | | $403,473 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 13,548(12) | | | $403,473 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 22,052(13) | | | $656,707 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 18,065(14) | | | $537,964 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 18,065(15) | | | $537,964 | |
| | | | | | | | | | | | | | | | | | | 63,080(16) | | | $1,878,509 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 14,479(17) | | | $431,178 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 14,479(18) | | | $431,178 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 14,479(19) | | | $431,178 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 14,479(20) | | | $431,178 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 19,305(21) | | | $574,903 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 19,305(22) | | | $574,903 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 19,305(23) | | | $574,903 | |
| John D. Sheehan | | | | | | | | | | | | | | | | | | 17,665(24) | | | $526,064 | | | | | | | |
| | | | | | | | | | | | | | | | | | | 10,572(2) | | | $314,847 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 8,964(3) | | | $266,957 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 6,236(4) | | | $185,709 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 5,108(5) | | | $152,130 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 7,863(6) | | | $234,173 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,831(7) | | | $114,097 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,831(8) | | | $114,097 | |
| | | | | | | | | | | | | | | | | | | 16,726(9) | | | $498,111 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,056(10) | | | $91,009 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,056(11) | | | $91,009 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,056(12) | | | $91,009 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,974(13) | | | $148,129 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,075(14) | | | $121,345 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,075(15) | | | $121,345 | |
| | | | | | | | | | | | | | | | | | | 20,501(16) | | | $610,516 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,706(17) | | | $140,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,706(18) | | | $140,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,706(19) | | | $140,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,706(20) | | | $140,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 6,274(21) | | | $186,844 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 6,274(22) | | | $186,844 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 6,274(23) | | | $186,844 | |
2020 PROXY STATEMENT 2019 PROXY STATEMENT
TABLE OF CONTENTS
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
Eric I Cohen | | | | | | | | | | | | | | | | | 8,580 | (2) | $ | 236,557 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 12,763 | (3) | $ | 351,868 | |
| | | | | | | | | | | | | | | | | | | | | | | 12,658 | (4) | $ | 348,973 | |
| | | | | | | | | | | | | | | | | | | | | | | 6,258 | (5) | $ | 172,538 | |
| | | | | | | | | | | | | | | | | | | | | | | 6,258 | (6) | $ | 172,538 | |
| | | | | | | | | | | | | | | | | 13,624 | (7) | $ | 375,611 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 5,776 | (8) | $ | 159,249 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,340 | (9) | $ | 92,088 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,340 | (10) | $ | 92,088 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,067 | (11) | $ | 139,692 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,505 | (12) | $ | 69,066 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,505 | (13) | $ | 69,066 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,505 | (14) | $ | 69,066 | |
| | | | | | | | | | | | | | | | | 15,532 | (16) | $ | 428,219 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (17) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (18) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (19) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (20) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (21) | $ | 70,573 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (22) | $ | 70,573 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (23) | $ | 70,573 | |
Steve Filipov | | | | | | | | | | | | | | | | | 8,208 | (2) | $ | 226,284 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 12,208 | (3) | $ | 336,570 | |
| | | | | | | | | | | | | | | | | | | | | | | 12,107 | (4) | $ | 333,800 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,986 | (5) | $ | 165,036 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,986 | (6) | $ | 165,036 | |
| | | | | | | | | | | | | | | | | 13,891 | (7) | $ | 382,975 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 5,889 | (8) | $ | 162,371 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,406 | (9) | $ | 93,893 | |
| | | | | | | | | | | | | | | | | | | | | | | 3,406 | (10) | $ | 93,893 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,166 | (11) | $ | 142,431 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,554 | (12) | $ | 70,420 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,554 | (13) | $ | 70,420 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,554 | (14) | $ | 70,420 | |
| | | | | | | | | | | | | | | | | 15,532 | (16) | $ | 428,219 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (17) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (18) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (19) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,920 | (20) | $ | 52,929 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (21) | $ | 70,573 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (22) | $ | 70,573 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,560 | (23) | $ | 70,573 | |
| Eric I Cohen | | | | | | | | | | | | | | | | | | 6,913(2) | | | $205,863 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 5,861(3) | | | $174,549 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,077(4) | | | $121,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,340(5) | | | $99,470 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 5,141(6) | | | $153,113 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,505(7) | | | $74,602 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,505(8) | | | $74,602 | |
| | | | | | | | | | | | | | | | | | | 10,508(9) | | | $312,923 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(10) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(11) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(12) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,125(13) | | | $93,056 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,560(14) | | | $76,230 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,560(15) | | | $76,230 | |
| | | | | | | | | | | | | | | | | | | 12,879(16) | | | $383,529 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,956(17) | | | $88,032 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,956(18) | | | $88,032 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,956(19) | | | $88,032 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,956(20) | | | $88,032 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,941(21) | | | $117,376 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,941(22) | | | $117,376 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,941(23) | | | $117,376 | |
| Steve Filipov | | | | | | | | | | | | | | | | | | | | | | | | 3,406(5) | | | $101,420 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,554(7) | | | $76,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,554(8) | | | $76,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(10) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(11) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,920(12) | | | $57,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,560(14) | | | $76,230 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,560(15) | | | $76,230 | |
| Kieran Hegarty | | | | | | | | | | | | | | | | | | 5,964(2) | | | $177,615 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 5,057(3) | | | $150,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,518(4) | | | $104,759 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,882(5) | | | $85,817 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,436(6) | | | $132,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,161(7) | | | $64,363 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,161(8) | | | $64,363 | |
| | | | | | | | | | | | | | | | | | | 9,435(9) | | | $280,982 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,724(10) | | | $51,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,724(11) | | | $51,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,724(12) | | | $51,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,806(13) | | | $83,560 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,299(14) | | | $68,451 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,299(15) | | | $68,451 | |
| | | | | | | | | | | | | | | | | | | 12,616(16) | | | $375,702 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,896(17) | | | $86,236 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,896(18) | | | $86,236 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,896(19) | | | $86,236 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,896(20) | | | $86,236 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,861(21) | | | $114,981 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,861(22) | | | $114,981 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,861(23) | | | $114,981 | |
2020 PROXY STATEMENT 2019 PROXY STATEMENT
TABLE OF CONTENTS
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
Matthew Fearon | | | | | | | | | | | | | | | | | 7,461(2 | ) | $ | 205,711 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 11,098 | (3) | $ | 305,973 | |
| | | | | | | | | | | | | | | | | | | | | | | 11,007 | (4) | $ | 303,455 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,442 | (5) | $ | 150,033 | |
| | | | | | | | | | | | | | | | | | | | | | | 5,442 | (6) | $ | 150,033 | |
| | | | | | | | | | | | | | | | | 11,754(7 | ) | $ | 324,060 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 4,983 | (8) | $ | 137,391 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,882 | (9) | $ | 79,448 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,882 | (10) | $ | 79,448 | |
| | | | | | | | | | | | | | | | | | | | | | | 4,371 | (11) | $ | 120,519 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,161 | (12) | $ | 59,586 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,161 | (13) | $ | 59,586 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,161 | (14) | $ | 59,586 | |
| | | | | | | | | | | | | | | | | 12,679(16 | ) | $ | 349,566 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,567 | (17) | $ | 43,208 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,567 | (18) | $ | 43,208 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,567 | (19) | $ | 43,208 | |
| | | | | | | | | | | | | | | | | | | | | | | 1,567 | (20) | $ | 43,208 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,090 | (21) | $ | 57,610 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,090 | (22) | $ | 57,610 | |
| | | | | | | | | | | | | | | | | | | | | | | 2,090 | (23) | $ | 57,610 | |
| Matt Fearon | | | | | | | | | | | | | | | | | | 5,964(2) | | | $177,615 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 5,057(3) | | | $150,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,518(4) | | | $104,759 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,882(5) | | | $85,817 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 4,436(6) | | | $132,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,161(7) | | | $64,363 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,161(8) | | | $64,363 | |
| | | | | | | | | | | | | | | | | | | 8,578(9) | | | $255,441 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,567(10) | | | $46,671 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,567(11) | | | $46,671 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,567(12) | | | $46,671 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,551(13) | | | $75,964 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,090(14) | | | $62,228 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,090(15) | | | $62,228 | |
| | | | | | | | | | | | | | | | | | | 10,513(16) | | | $313,085 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,413(17) | | | $71,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,413(18) | | | $71,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,413(19) | | | $71,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 2,413(20) | | | $71,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,218(21) | | | $95,817 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,218(22) | | | $95,817 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 3,218(23) | | | $95,817 | |
| Amy George | | | | | | | | | | | | | | | | | | 2,034(2) | | | $60,575 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,724(3) | | | $51,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,199(4) | | | $35,716 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 982(5) | | | $29,258 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,512(6) | | | $45,037 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 737(7) | | | $21,944 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 737(8) | | | $21,944 | |
| | | | | | | | | | | | | | | | | | | 3,295(9) | | | $98,123 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 602(10) | | | $17,923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 602(11) | | | $17,923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 602(12) | | | $17,923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 980(13) | | | $29,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 802(14) | | | $23,898 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 802(15) | | | $23,898 | |
| | | | | | | | | | | | | | | | | | | 4,159(16) | | | $123,841 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 955(17) | | | $28,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 955(18) | | | $28,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 955(19) | | | $28,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 955(20) | | | $28,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,273(21) | | | $37,901 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,273(22) | | | $37,901 | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1,273(23) | | | $37,901 | |
(1)
| Values based on the closing price of the Company’s Common Stock on the NYSE on December 31, 20182019 of $27.57.$29.78. |
| (2)
| The shares of Restricted Stock vested on March 3, 2019.2, 2020. |
| | The shares of Restricted Stock vested on March 3, 20192, 2020 because the Company exceeded its target TSR percentile rankthreshold ROIC for 2016.2017. Based on the Company’s performance, each executive earned 200%171% of the initial performance award. |
| | The shares of Restricted Stock will vestvested on March 2, 2020 because the Company exceeded its threshold ROIC for 2018. Based on the third anniversaryCompany’s performance, each executive earned 120% of the dateinitial performance award. |
| The shares of grantRestricted Stock vested on March 2, 2020 because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target. |
| The shares of Restricted Stock vested on March 2, 2020 because the Company exceeded its target TSR percentile rank for 2017. Based on the Company’s performance, each executive earned 200% of the initial performance award. |
| (5) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 20182019 and December 31, 2018. If this target is achieved, the shares will vest in full on the third anniversary of the date of grant. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2018 through December 31, 2018 was below the threshold of the 30th2019. |
2020 PROXY STATEMENT TABLE OF CONTENTS
If this target is achieved, the shares will vest in full on the on the later of the third anniversary of the date of grant, or after the Company’s 2019 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2019 through December 31, 2019 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award.
| (6) | The shares of Restricted Stock vested on March 3, 20192, 2020 because the Company exceeded its targetedthreshold TSR percentile rank for the annual periods between January 1, 20162017 and December 31, 2018.2019. Based on the Company’s performance, each executive earned 113%61.8% of the initial performance award.award and forfeited the remaining 38.2% as the Company’s TSR performance was below the target. |
(9)
| (7) | The shares of Restricted Stock vest as follows: ½1∕2 on March 2, 20198, 2020; and ½1∕2 on March 2, 2020.8, 2021. |
| (8) | The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2019 financial statements are completed and filed with the SEC because the Company exceeded its target ROIC for 2017. Based on the Company’s performance, each executive earned 171% of the initial performance award. |
(10)
| (9) | The shares of Restricted Stock will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2019 financial statements are completed and filed with the SEC because the Company achieved its targeted ROIC in 2018. Based on the Company’s performance, each executive earned 120% of the initial performance award. |
| (10) | The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2019. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2019 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2019 will be based upon the Company’s 2019 operating plan. |
| (11) | The shares of Restricted Stock will vest on the third anniversary of the date of grant because the Company exceeded its target TSR percentile rank for 2017. Based on the Company’s performance, each executive earned 200% of the initial performance award. |
| (12) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2018 and December 31, 2018. If this target is achieved, the shares will vest in full on the third anniversary of the date of grant. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2018 through December 31, 2018 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award. |
| (13) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant. The number of shares in this grant, or after the Company’s 2020 financial statements are subject to adjustment, up or down, based upon attainment above or belowcompleted and filed with the targeted percentile rank. |
2019 PROXY STATEMENT
TABLE OF CONTENTS
| (14) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2017 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
| (15) | The shares of Restricted Stock vest as follows: 1∕2 on February 28, 2019; and 1∕2 on February 28, 2020. |
| (16) | The shares of Restricted Stock vest as follows: 1∕3 on March 8, 2019; 1∕3 on March 8, 2020; and 1∕3 on March 8, 2021. |
| (17) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2018 and December 31, 2018. If this target is achieved, the shares will vest in full on the third anniversary of the date of grant.SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 20182019 through December 31, 20182019 was below the threshold of the 30th30th percentile for that time period, the executives did not receive any portion of the performance-based award. |
| (18) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
(11)
| (19) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant.grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rankrank. |
| (20) | The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2018 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant.grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
| (21) | The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC because the Company exceeded its target ROIC for 2018. Based on the Company’s performance, each executive earned 120% of the initial performance award. |
| (22) | The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2019. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The numberSEC because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of shares in this grant is subject to adjustment, up or down, based upon attainment above orthe initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the targeted ROIC. The ROIC target for 2019 will be based upon the Company’s 2019 operating plan.target. |
| (23) | The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2020. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2020 will be based upon the Company’s 2020 operating plan. |
(16)
| The shares of Restricted Stock vest as follows: 1∕3 on March 12, 2020; 1∕3 on March 12, 2021; and 1∕3 on March 12, 2022. |
| The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2019 and December 31, 2019. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the period January 1, 2019 through December 31, 2019 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award. |
| The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
| The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2021 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
| The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2019 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
| The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC because the Company exceeded its threshold ROIC for 2019. Based on the Company’s performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target. |
| The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2020. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2020 will be based upon the Company’s 2020 operating plan. |
| The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2021. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2021 will be based upon the Company’s 2021 operating plan. |
(24)
| The shares of Restricted Stock vested on February 28, 2020. |
2020 PROXY STATEMENT TABLE OF CONTENTS
Option Exercises and Stock Vested
The table below summarizes the stock options exercised and each vesting of Restricted Stock during
20182019 for each of the Named Executive Officers.
| Option Awards | Stock Awards |
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
John L. Garrison | | 0 | | | 0 | | | 93,663 | | $ | 3,401,741 | |
John D. Sheehan | | 0 | | | 0 | | | 27,514 | | $ | 1,149,945 | |
Eric I Cohen | | 0 | | | 0 | | | 44,230 | | $ | 1,735,293 | |
Steve Filipov | | 0 | | | 0 | | | 45,520 | | $ | 1,785,819 | |
Matthew Fearon | | 0 | | | 0 | | | 43,726 | | $ | 1,714,704 | |
| John L. Garrison | | | 0 | | | 0 | | | 255,617 | | | $8,735,014 | |
| John D. Sheehan | | | 0 | | | 0 | | | 36,067 | | | $1,236,293 | |
| Eric I Cohen | | | 0 | | | 0 | | | 53,061 | | | $1,812,956 | |
| Steve Filipov | | | 0 | | | 0 | | | 87,192 | | | $2,772,374 | |
| Kieran Hegarty | | | 0 | | | 0 | | | 42,669 | | | $1,457,790 | |
| Matthew Fearon | | | 0 | | | 0 | | | 45,818 | | | $1,565,549 | |
| Amy George | | | 0 | | | 0 | | | 16,631 | | | $568,226 | |
Pension Benefits
The table below provides information with respect to each of the Company’s pension plans that provide for payments at, following, or in connection with the retirement of a Named Executive Officer.
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) |
John L. Garrison | Not Applicable | | 0 | | | 0 | | | 0 | |
John D. Sheehan | Not Applicable | | 0 | | | 0 | | | 0 | |
Eric I Cohen | DB SERP | | 20 | (1) | $ | 4,781,399 | | | 0 | |
Steve Filipov | DB SERP | | 20 | | $ | 3,944,412 | | | 0 | |
Matthew Fearon | Not Applicable | | 0 | | | 0 | | | 0 | |
| John L. Garrison | | | Not Applicable | | | 0 | | | 0 | | | 0 | |
| John D. Sheehan | | | Not Applicable | | | 0 | | | 0 | | | 0 | | | | |
| Eric I Cohen | | | DB SERP | | | 20(1) | | | $7,420,136 | | | 0 | |
| Steve Filipov | | | DB SERP | | | 20 | | | $2,659,909 | | | 0 | | | | |
| Kieran Hegarty | | | Not Applicable | | | 0 | | | 0 | | | 0 | |
| Matthew Fearon | | | Not Applicable | | | 0 | | | 0 | | | 0 | | | | |
| Amy George | | | Not Applicable | | | 0 | | | 0 | | | 0 | |
| (1)
| Upon completing 15 years of service with the Company, Mr. Cohen was credited with an additional four years of service for benefit and vesting purposes. |
2019 PROXY STATEMENT
TABLE OF CONTENTS
The SERPs are intended to provide certain senior executives of the Company with retirement benefits in recognition of their contributions to the long-term growth of the Company. The DB SERP is closed to new participants. A senior executive participating in the DB SERP is not eligible to participate in the DC SERP.
Participants in the DB SERP with ten or more years of eligible service are vested and entitled to annual pension benefits beginning at a normal retirement age (“NRA”) of 65 or when age plus years of service first equal 90 (the “Normal Retirement Benefit”). Participants in the DB SERP who are vested but terminate employment prior to NRA shall receive a retirement benefit that is equal to the actuarial equivalent of the Normal Retirement Benefit.
The compensation covered by the DB SERP is generally based on a participant’s final five-year average of annual salary and bonus. Benefits are computed assuming an NRA of 65 or when age plus years of service first equal 90. Benefits accrue at 2% of average compensation per year of service, payable at the NRA, up to a maximum of 20 years of service.
Benefits are payable monthly as a life annuity with 120 monthly payments guaranteed. Benefits are reduced by 50% for Social Security or similar payments and 100% for any other Company-paid defined benefit retirement benefits.
Participants in the DC SERP with ten or more years of eligible service are vested and entitled to contributions made by the Company to their DC SERP account. Mr. Sheehan was credited with five years of service for vesting purposes when we was hired by the Company. Annual contributions are based upon 10% of the participant’s base salary and bonus earned. DC SERP accounts are invested in the Baird Core Plus Bond Fund (Institutional Class). Benefits are payable in a lump sum payout following termination of employment.
See Note OM – “Retirement Plans and Other Benefits” in the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 for a detailed description of the assumptions that the Company uses in determining the present value of the accumulated benefit.
2020 PROXY STATEMENT TABLE OF CONTENTS
Nonqualified Deferred Compensation
The table below provides information for the Named Executive Officers with respect to the Company’s Deferred Compensation Plan and ERISA Excess Plan.
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) |
John L. Garrison | $ | 38,125 | | $ | 590,873 | | $ | (602,078 | ) | | 0 | | $ | 1,361,434 | |
John D. Sheehan | $ | 131,650 | | $ | 179,565 | | $ | (104,113 | ) | | 0 | | $ | 324,628 | |
Eric I Cohen | $ | 23,354 | | $ | 90,831 | | $ | (26,045 | ) | | 0 | | $ | 258,035 | |
Steve Filipov | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Matthew Fearon | $ | 151,011 | | $ | 323,600 | | $ | (87,702 | ) | | 0 | | $ | 911,577 | |
| John L. Garrison | | | $0 | | | $240,747 | | | $162,962 | | | 0 | | | $1,765,143 | |
| John D. Sheehan | | | $134,704 | | | $161,709 | | | $47,354 | | | 0 | | | $668,394 | |
| Eric I Cohen | | | $22,810 | | | $22,810 | | | $78,756 | | | 0 | | | $382,411 | |
| Steve Filipov | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Kieran Hegarty | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Matthew Fearon | | | $37,367 | | | $137,078 | | | $92,991 | | | 0 | | | $1,179,013 | |
| Amy George | | | $207,765 | | | $27,987 | | | $159,486 | | | 0 | | | $2,014,995 | |
| | The amounts shown in the “Executive Contributions in Last FY” column are included in the “Salary”, “Bonus” and/or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table above. |
| | The amounts shown in the “Registrant Contributions in Last FY” column are included in the “All Other Compensation” column of the Summary Compensation Table above. |
| | Includes $284,890$590,783 for Mr. Garrison, $22,500$179,565 for Mr. Sheehan, $67,477$90,831 for Mr. Cohen and $166,229$323,600 for Mr. Fearon, which amounts were included in Summary Compensation Tables in previous years. |
Under the Deferred Compensation Plan or ERISA Excess Plan, a Named Executive Officer may defer up to (i) 20% of his/her salary and (ii) 100% of his/her bonus (participants may not defer salary and/or bonus amounts in the same year to both the Deferred Compensation Plan and the ERISA Excess Plan). The deferrals in the Deferred Compensation Plan may be invested in Common Stock or in a bond fund and deferrals in the ERISA Excess Plan may be invested in a number of investment options that generally mirror the investment options of the Company’s 401(k) Plan. The Deferred Compensation Plan bond deferrals are invested in the Baird Core Plus Bond Fund (Institutional Class). For Deferred Compensation Plan deferrals, the Company makes a
contribution of 25% of the Named Executive Officer’s salary and/or bonus that is deferred and invested in Common Stock. For ERISA Excess Plan deferrals, the Company makes a contribution of 100% of the Named Executive Officer’s salary and/or bonus that is deferred to the extent such deferral does not exceed 5% of salary and bonus. The Company does not make a contribution with respect to any deferrals into the Deferred Compensation Plan bond fund. Participants in the Deferred Compensation Plan and ERISA Excess Plan are always fully vested in their deferrals and any matching
contributions received. See “Pension Benefits” above for details on the DC SERP, including its vesting schedule.
2019 PROXY STATEMENT
TABLE OF CONTENTS
The Named Executive Officers may receive payments under the Deferred Compensation Plan and ERISA Excess Plan after their employment terminates, upon their death or if they have an unforeseeable emergency (as defined in the Deferred Compensation Plan).
In addition, participants in the Deferred Compensation Plan may elect to receive all or a portion of their deferral, including the Company’s matching contribution, after the deferral has been in the Deferred Compensation Plan for at least three years. Furthermore, for deferrals made prior to
December 31, 2004, if they elect to receive an accelerated distribution under the Deferred Compensation Plan, the Named Executive Officers shall (i) forfeit 10% of the amount of the distribution to the Company, (ii) forfeit any Company matching contribution that has not been in the plan for at least one year due to the accelerated distribution and (iii) be unable to make further deferrals into the plan for at least 12 months. In accordance with Section 409A of the Code, accelerated distributions are not allowed under the Deferred Compensation Plan for any deferrals made after December 31, 2004.
Potential Payments Upon Termination or Change in Control Pursuant to the Executive Agreements in effect as of December 31, 2018,2019, if an executive’s employment with the Company is terminated within six months of a Change in Control (as defined in the Executive Agreements) in anticipation of such Change in Control or within 24 months following a Change in Control, other than for Cause, by reason of death or Permanent Disability or by the executive
without Good Reason (each as defined in the Executive Agreements), the executive is to receive (i) two times hishis/her base salary (Ms. George would receive one times her base salary), (ii) two times hishis/her target annual bonus (Ms. George would receive one times her annual bonus), (iii) a prorata payment for year to date service, and (iv) any accrued vacation pay. This payment is to be paid in a lump sum
2020 PROXY STATEMENT TABLE OF CONTENTS
simultaneously with the executive’s termination or on a monthly basis. In addition, the executive also will receive (a) immediate vesting of unvested stock options, stock grants and cash performance awards, with a period of up to six months following termination to exercise such options, (b) continuing insurance coverage for 24 months from termination
(Ms. George would receive coverage for 12 months), (c) continuation of all other benefits in effect at the time of termination for 24 months from termination
(Ms. George would receive benefits for 12 months) and (d) outplacement services for a period of at least 12 months from termination.
In the event an executive’s employment with the Company is terminated by the Company without Cause or by the executive for Good Reason (other than in connection with a Change in Control), the Company is to pay the executive (i) two times
hishis/her base salary
(Ms. George would receive one times her base salary), (ii) two times
hishis/her target annual bonus
(this is not applicable for Ms. George), (iii) a prorata payment for year to date service, and (iv) any accrued vacation pay. This amount is to be paid in 24 equal monthly
payments.payments (Ms. George would be paid in 12 equal monthly payments). In such event, the executive would also have the right to exercise any stock options, long-term incentive
awards or similar awards for up to six months following termination, and would immediately vest in non-performance based options and stock awards granted under the Company’s incentive plans that would vest in the 24 months following the date of termination.termination (Ms. George would immediately vest in the options and stock awards granted to her under the Company’s incentive plans that would vest in the 12 months following the date of termination). In addition, the Company would also provide continuing insurance coverage, continuation of all other benefits in effect at the time of termination for 24 months from termination (Ms. George would receive coverage and benefits for 12 months) and outplacement services for a period of at least 12 months from termination.
As part of the Executive Agreements, the executives agree to keep confidential certain Company information and not to disparage the Company. In addition, Messrs. Garrison,
Sheehan and
SheehanHegarty agree that, for a period of 24 months
(Messrs. Filipov and(Mr. Fearon for 18 months), following the date of termination (or 24 months for
Messrs. Filipov andMr. Fearon,
following such termination, if such termination is within 24 months following a Change in Control), the executive will not, without the prior written consent of the Company, directly or indirectly engage in or render any services to any Competitive Business (as such term is defined in the Executive Agreements) nor solicit, induce or entice any employee of the Company to leave the Company.
Each Executive Agreement has an initial term of one year and automatically renews for an additional term of one year commencing on each anniversary of the date of the agreement until and unless either party sends written notice of non-renewal to the other party at least six months prior to a renewal date; provided, however, that if a Change in Control shall occur during the initial or renewed term of such agreement, then the Executive Agreement remains in effect until the third anniversary of the date of the Change in Control.
Mr. Cohen separated from the Company on December 31, 2019. As a result of Mr. Cohen’s departure, Mr. Cohen was entitled to 24 months salary ($1,188,280), two times his target annual bonus ($891,210), a prorata payment for year to date service ($445,605), a cash payment in lieu of 24 months of Company paid life insurance and disability premiums ($8,291), a cash payment in lieu of executive health benefits ($5,000), a cash payment in lieu of two years of 401k Company paid match ($28,500), a cash payment in lieu of two years of ERISA Excess Plan company match ($45,620), annual estimated benefits from the DB SERP of $423,949, accelerated vesting of 48,504 shares that would have vested within 24 months (December 31, 2021), potential vesting of an additional 42,878 performance based shares, and continuation of his benefits for 24 months.
Mr. Filipov separated from the Company on August 1, 2019. As a result of Mr. Filipov’s departure, Mr. Filipov was entitled to 24 months salary ($1,183,716), two times his target annual bonus ($887,788), a prorata payment for year to date service ($258,790), a transition bonus payment up to his annual salary (total maximum of $591,858), a cash payment in lieu of 24 months of Company paid life insurance and disability premiums ($7,320), a cash payment in lieu of two years of 401k Company paid match ($28,500), funding by Terex of actuarially determined amounts necessary to meet the obligations of the DB SERP benefit on a fully funded basis until such retirement benefit commencement, annual estimated benefits from the DB SERP of $156,060 beginning July 1, 2023, accelerated vesting of 35,783 shares, potential vesting of an additional 19,393 performance based shares, reimbursement for expenses related to relocation back to the United States, reimbursement of children’s 2019/2020 school year tuition fees of up to $25,000 per child for up to two children (total maximum of $50,000), continuation of tax filing and equalization benefits for 2019 PROXY STATEMENT
and subsequent tax years in the event of trailing liabilities, and continuation of his benefits for 24 months.2020 PROXY STATEMENT TABLE OF CONTENTS
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Garrison, assuming that the triggering event took place on December 31,
20182019 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31,
20182019 and Mr. Garrison was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (CIC) | Death | Disability |
Base Salary | | 0 | | | 0 | | $ | 1,900,000 | | | 0 | | $ | 1,900,000 | | | 0 | | | 0 | |
Annual Incentive | | 0 | | | 0 | | $ | 3,562,500 | | | 0 | | $ | 3,562,500 | | | 0 | | | 0 | |
Restricted Shares (time-based) | | 0 | | | 0 | | $ | 3,248,324 | | | 0 | | $ | 3,790,682 | | $ | 3,790,682 | | $ | 3,790,682 | |
Restricted Shares (performance-based) | | 0 | | | 0 | | $ | 6,094,900 | | | 0 | | $ | 13,826,879 | | $ | 13,826,879 | | $ | 13,826,879 | |
Stock Options | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Cash Awards | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Disability Premiums | | 0 | | | 0 | | $ | 2,000 | (1) | | 0 | | $ | 2,000 | (1) | | 0 | | | 0 | |
Life Insurance Premiums | | 0 | | | 0 | | $ | 5,000 | (1) | | 0 | | $ | 5,000 | (1) | | 0 | | | 0 | |
Retirement Plan Payments(2) | $ | 1,100,000 | | $ | 1,100,000 | | $ | 1,100,000 | | $ | 1,100,000 | | $ | 1,100,000 | | $ | 1,100,000 | | $ | 1,100,000 | |
Life Insurance Proceeds | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 900,000 | | | 0 | |
Disability Benefits | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 1,000,000 | (3) |
| Base Salary | | | 0 | | | 0 | | | $1,950,000 | | | 0 | | | $1,950,000 | | | 0 | | | 0 | |
| Annual Incentive | | | 0 | | | 0 | | | $3,656,250 | | | 0 | | | $3,562,500 | | | 0 | | | 0 | |
| Restricted Shares (time-based) | | | 0 | | | 0 | | | $3,232,572 | | | 0 | | | $3,858,684 | | | $3,858,684 | | | $3,858,684 | |
| Restricted Shares (performance-based) | | | 0 | | | 0 | | | $3,861,930 | | | 0 | | | $11,372,565 | | | $11,372,565 | | | $11,372,565 | |
| Stock Options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Cash Awards | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Disability Premiums | | | 0 | | | 0 | | | $2,000(1) | | | 0 | | | $2,000(1) | | | 0 | | | 0 | |
| Life Insurance Premiums | | | 0 | | | 0 | | | $5,000(1) | | | 0 | | | $5,000(1) | | | 0 | | | 0 | |
| Other Benefits | | | 0 | | | 0 | | | $525,000(1) | | | 0 | | | $525,000(1) | | | 0 | | | 0 | |
| Retirement Plan Payments(2) | | | $1,250,000 | | | $1,250,000 | | | $1,250,000 | | | $1,250,000 | | | $1,250,000 | | | $1,250,000 | | | $1,250,000 | |
| Life Insurance Proceeds | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $900,000 | | | 0 | |
| Disability Benefits | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $900,000 | |
| (1)
| Reflects the estimated value of a benefit that Mr. Garrison would be entitled to receive. |
| (2)
| Reflects the estimated value of Mr. Garrison’s qualified and non-qualified retirement plans on December 31, 2018.2019. |
| (3)
| Reflects the estimated value of all future payments that Mr. Garrison would be entitled to receive under the Company’s disability program. |
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Sheehan, assuming that the triggering event took place on December 31,
20182019 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on
December 31, 20182019 and Mr. Sheehan was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (CIC) | Death | Disability |
Base Salary | | 0 | | | 0 | | $ | 1,326,000 | | | 0 | | $ | 1,326,000 | | | 0 | | | 0 | |
Annual Incentive | | 0 | | | 0 | | $ | 1,491,750 | | | 0 | | $ | 1,491,750 | | | 0 | | | 0 | |
Restricted Shares (time-based) | | 0 | | | 0 | | $ | 1,988,849 | | | 0 | | $ | 2,216,049 | | $ | 2,216,049 | | $ | 2,216,049 | |
Restricted Shares (performance-based) | | 0 | | | 0 | | $ | 457,193 | | | 0 | | $ | 1,729,769 | | $ | 1,729,769 | | $ | 1,729,769 | |
Stock Options | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Cash Awards | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Disability Premiums | | 0 | | | 0 | | $ | 2,000 | (1) | | 0 | | $ | 2,000 | (1) | | 0 | | | 0 | |
Life Insurance Premiums | | 0 | | | 0 | | $ | 5,000 | (1) | | 0 | | $ | 5,000 | (1) | | 0 | | | 0 | |
Retirement Plan Payments(2) | $ | 250,000 | | $ | 250,000 | | $ | 250,000 | | $ | 250,000 | | $ | 250,000 | | $ | 250,000 | | $ | 250,000 | |
Life Insurance Proceeds | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 900,000 | | | 0 | |
Disability Benefits | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 1,050,000 | (3) |
| Base Salary | | | 0 | | | 0 | | | $1,359,150 | | | 0 | | | $1,326,000 | | | 0 | | | 0 | |
| Annual Incentive | | | 0 | | | 0 | | | $1,529,044 | | | 0 | | | $1,529,044 | | | 0 | | | 0 | |
| Restricted Shares (time-based) | | | 0 | | | 0 | | | $1,746,032 | | | 0 | | | $1,949,518 | | | $1,949,518 | | | $1,949,518 | |
| Restricted Shares (performance-based) | | | 0 | | | 0 | | | $834,942 | | | 0 | | | $2,852,060 | | | $2,852,060 | | | $2,852,060 | |
| Stock Options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Cash Awards | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Disability Premiums | | | 0 | | | 0 | | | $2,000(1) | | | 0 | | | $2,000(1) | | | 0 | | | 0 | |
| Life Insurance Premiums | | | 0 | | | 0 | | | $5,000(1) | | | 0 | | | $5,000(1) | | | 0 | | | 0 | |
| Other Benefits | | | 0 | | | 0 | | | $375,000(1) | | | 0 | | | $375,000(1) | | | 0 | | | 0 | |
| Retirement Plan Payments(2) | | | $500,000 | | | $500,000 | | | $500,000 | | | $500,000 | | | $500,000 | | | $500,000 | | | $500,000 | |
| Life Insurance Proceeds | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $900,000 | | | 0 | |
| Disability Benefits | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $950,000 | |
| (1)
| Reflects the estimated value of a benefit that Mr. Sheehan would be entitled to receive. |
| (2)
| Reflects the estimated value of Mr. Sheehan’s qualified and non-qualified retirement plans on December 31, 2018.2019. |
| (3)
| Reflects the estimated value of all future payments that Mr. Sheehan would be entitled to receive under the Company’s disability program. |
2020 PROXY STATEMENT 2019 PROXY STATEMENT
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr.
Cohen,Hegarty, assuming that the triggering event took place on December 31,
20182019 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on
December 31, 20182019 and Mr. CohenHegarty was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (CIC) | Death | Disability |
Base Salary | | 0 | | | 0 | | $ | 1,159,298 | | | 0 | | $ | 1,159,298 | | | 0 | | | 0 | |
Annual Incentive | | 0 | | | 0 | | $ | 1,304,210 | | | 0 | | $ | 1,304,210 | | | 0 | | | 0 | |
Restricted Shares (time-based) | | 0 | | | 0 | | $ | 897,657 | | | 0 | | $ | 1,040,382 | | $ | 1,040,382 | | $ | 1,040,382 | |
Restricted Shares (performance-based) | | 0 | | | 0 | | $ | 999,798 | | | 0 | | $ | 2,159,696 | | $ | 2,159,696 | | $ | 2,159,696 | |
Stock Options | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Cash Awards | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Disability Premiums | | 0 | | | 0 | | $ | 2,000 | (1) | | 0 | | $ | 2,000 | (1) | | 0 | | | 0 | |
Life Insurance Premiums | | 0 | | | 0 | | $ | 5,000 | (1) | | 0 | | $ | 5,000 | (1) | | 0 | | | 0 | |
Retirement Plan Payments(2) | $ | 6,150,000 | | $ | 6,150,000 | | $ | 6,150,000 | | $ | 6,150,000 | (3) | $ | 7,200,000 | | $ | 6,150,000 | | $ | 6,150,000 | |
Life Insurance Proceeds | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 900,000 | | | 0 | |
Disability Benefits | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 800,000 | (4) |
| Base Salary | | | 0 | | | 0 | | | $907,040 | | | 0 | | | $907,040 | | | 0 | | | 0 | |
| Annual Incentive | | | 0 | | | 0 | | | $1,020,420 | | | 0 | | | $1,020,420 | | | 0 | | | 0 | |
| Restricted Shares (time-based) | | | 0 | | | 0 | | | $709,064 | | | 0 | | | $834,287 | | | $834,287 | | | $834,287 | |
| Restricted Shares (performance-based) | | | 0 | | | 0 | | | $471,030 | | | 0 | | | $1,666,429 | | | $1,666,429 | | | $1,666,429 | |
| Stock Options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Cash Awards | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Disability Premiums | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Life Insurance Premiums | | | 0 | | | 0 | | | $3,000(1) | | | 0 | | | $3,000(1) | | | 0 | | | 0 | |
| Other Benefits | | | 0 | | | 0 | | | $125,000(1) | | | 0 | | | $125,000(1) | | | 0 | | | 0 | |
| Retirement Plan Payments | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Life Insurance Proceeds | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $1,350,000 | | | 0 | |
| Disability Benefits | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| (1)
| Reflects the estimated value of a benefit that Mr. CohenHegarty would be entitled to receive. |
(2)
| (2) | Reflects the estimated valueMr. Hegarty receives payments in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of Mr. Cohen’s qualified and non-qualified retirement plans on December 31, 2018.£1.00 = $1.2751. |
| (3) | Under certain circumstances, if Mr. Cohen is terminated by the Company for Cause, he would not be entitled to DB SERP benefits. |
| (4) | Reflects the estimated value of all future payments that Mr. Cohen would be entitled to receive under the Company’s disability program. |
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Filipov, assuming that the triggering event took place on December 31, 2018 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on
December 31, 2018 and Mr. Filipov was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (CIC) | Death | Disability |
Base Salary | | 0 | | | 0 | | $ | 1,183,716 | | | 0 | | $ | 1,183,716 | | | 0 | | | 0 | |
Annual Incentive | | 0 | | | 0 | | $ | 1,331,682 | | | 0 | | $ | 1,331,682 | | | 0 | | | 0 | |
Restricted Shares (time-based) | | 0 | | | 0 | | $ | 894,762 | | | 0 | | $ | 1,037,487 | | $ | 1,037,487 | | $ | 1,037,487 | |
Restricted Shares (performance-based) | | 0 | | | 0 | | $ | 975,151 | | | 0 | | $ | 2,127,742 | | $ | 2,127,742 | | $ | 2,127,742 | |
Stock Options | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Cash Awards | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Disability Premiums | | 0 | | | 0 | | $ | 2,000 | (1) | | 0 | | $ | 2,000 | (1) | | 0 | | | 0 | |
Life Insurance Premiums | | 0 | | | 0 | | $ | 5,000 | (1) | | 0 | | $ | 5,000 | (1) | | 0 | | | 0 | |
Retirement Plan Payments(2) | $ | 4,575,000 | | $ | 4,575,000 | | $ | 4,575,000 | | $ | 4,575,000 | (3) | $ | 6,000,000 | | $ | 4,575,000 | | $ | 4,575,000 | |
Life Insurance Proceeds | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 900,000 | | | 0 | |
Disability Benefits | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 1,950,000 | (4) |
| (1) | Reflects the estimated value of a benefit that Mr. Filipov would be entitled to receive. |
| (2) | Reflects the estimated value of Mr. Filipov’s qualified and non-qualified retirement plans on December 31, 2018. |
| (3) | Under certain circumstances, if Mr. Filipov is terminated by the Company for Cause, he would not be entitled to DB SERP benefits. |
| (4) | Reflects the estimated value of all future payments that Mr. Filipov would be entitled to receive under the Company’s disability program. |
2019 PROXY STATEMENT
TABLE OF CONTENTS
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Fearon, assuming that the triggering event took place on December 31, 20182019 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on
December 31, 20182019 and Mr. Fearon was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (CIC) | Death | Disability |
Base Salary | | 0 | | | 0 | | $ | 1,030,200 | | | 0 | | $ | 1,030,200 | | | 0 | | | 0 | |
Annual Incentive | | 0 | | | 0 | | $ | 1,158,975 | | | 0 | | $ | 1,158,975 | | | 0 | | | 0 | |
Restricted Shares (time-based) | | 0 | | | 0 | | $ | 762,809 | | | 0 | | $ | 879,318 | | $ | 879,318 | | $ | 879,318 | |
Restricted Shares (performance-based) | | 0 | | | 0 | | $ | 867,325 | | | 0 | | $ | 1,850,719 | | $ | 1,850,719 | | $ | 1,850,719 | |
Stock Options | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Cash Awards | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Disability Premiums | | 0 | | | 0 | | $ | 2,000 | (1) | | 0 | | $ | 2,000 | (1) | | 0 | | | 0 | |
Life Insurance Premiums | | 0 | | | 0 | | $ | 5,000 | (1) | | 0 | | $ | 5,000 | (1) | | 0 | | | 0 | |
Retirement Plan Payments(2) | $ | 2,125,000 | | $ | 2,125,000 | | $ | 2,125,000 | | $ | 2,125,000 | | $ | 2,125,000 | | $ | 2,125,000 | | $ | 2,125,000 | |
Life Insurance Proceeds | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 900,000 | | | 0 | |
Disability Benefits | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | $ | 1,175,000 | (3) |
| Base Salary | | | 0 | | | 0 | | | $1,055,956 | | | 0 | | | $1,055,956 | | | 0 | | | 0 | |
| Annual Incentive | | | 0 | | | 0 | | | $1,187,951 | | | 0 | | | $1,187,951 | | | 0 | | | 0 | |
| Restricted Shares (time-based) | | | 0 | | | 0 | | | $641,789 | | | 0 | | | $746,138 | | | $746,138 | | | $746,138 | |
| Restricted Shares (performance-based) | | | 0 | | | 0 | | | $463,436 | | | 0 | | | $1,517,380 | | | $1,517,380 | | | $1,517,380 | |
| Stock Options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Cash Awards | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Disability Premiums | | | 0 | | | 0 | | | $2,000(1) | | | 0 | | | $2,000(1) | | | 0 | | | 0 | |
| Life Insurance Premiums | | | 0 | | | 0 | | | $5,000(1) | | | 0 | | | $5,000(1) | | | 0 | | | 0 | |
| Other Benefits | | | 0 | | | 0 | | | $325,000(1) | | | 0 | | | $325,000(1) | | | 0 | | | 0 | |
| Retirement Plan Payments(2) | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | |
| Life Insurance Proceeds | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $900,000 | | | 0 | |
| Disability Benefits | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $1,075,000 | |
| (1)
| Reflects the estimated value of a benefit that Mr. Fearon would be entitled to receive. |
| (2)
| Reflects the estimated value of Mr. Fearon’s qualified and non-qualified retirement plans on December 31, 2018.2019. |
| (3)
| Reflects the estimated value of all future payments that Mr. Fearon would be entitled to receive under the Company’s disability program. |
2020 PROXY STATEMENT TABLE OF CONTENTS
The following table describes the potential payments upon termination or a Change in Control of the Company for Ms. George, assuming that the triggering event took place on December 31, 2019 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on
December 31, 2019 and Ms. George was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
| Base Salary | | | 0 | | | 0 | | | $435,000 | | | 0 | | | $435,000 | | | 0 | | | 0 | |
| Annual Incentive | | | 0 | | | 0 | | | $565,500 | | | 0 | | | $565,500 | | | 0 | | | 0 | |
| Restricted Shares (time-based) | | | 0 | | | 0 | | | $241,272 | | | 0 | | | $282,553 | | | $282,553 | | | $282,553 | |
| Restricted Shares (performance-based) | | | 0 | | | 0 | | | $161,259 | | | 0 | | | $563,438 | | | $563,438 | | | $563,438 | |
| Stock Options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Cash Awards | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Disability Premiums | | | 0 | | | 0 | | | $1,000(1) | | | 0 | | | $1,000(1) | | | 0 | | | 0 | |
| Life Insurance Premiums | | | 0 | | | 0 | | | $2,500(1) | | | 0 | | | $2,500(1) | | | 0 | | | 0 | |
| Other Benefits | | | 0 | | | 0 | | | $50,000(1) | | | 0 | | | $50,000(1) | | | 0 | | | 0 | |
| Retirement Plan Payments(2) | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | | | $2,700,000 | |
| Life Insurance Proceeds | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $900,000 | | | 0 | |
| Disability Benefits | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | $1,100,000 | |
(1)
| Reflects the estimated value of a benefit that Ms. George would be entitled to receive. |
(2)
| Reflects the estimated value of Ms. George’s qualified and non-qualified retirement plans on December 31, 2019. |
(3)
| Reflects the estimated value of all future payments that Ms. George would be entitled to receive under the Company’s disability program. |
Equity Compensation Plan Information
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2018.2019.
| Equity compensation plans approved by stockholders | | | —(1) | (1) | | $ | — | | | 2,310,083 | | 2,697,596
| |
| Equity compensation plans not approved by stockholders | | | — | | | — | | | — | |
| Total | | | — | | | | | | 2,310,083 | | | | 2,697,596
| |
| (1)
| This does not include 2,976,2272,442,260 shares of restricted stock awards and 764,079758,179 shares held in a rabbi trust for a deferred compensation plan. |
CEO Pay Ratio
For
2018,2019, we used the same median employee that was identified in 2017 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. The median annual total compensation of all employees of the Company (other than the CEO), was
$53,609.$56,699. The annual total compensation of the Company’s CEO was
$9,629,700.$8,332,602. Based on this information, the ratio of the annual total compensation of the Company’s CEO to the median of the annual total compensation of all employees was approximately
180147 to 1 in
2018.2019. The process that we used to determine our median employee in 2017 is summarized below.
In order to determine the median employee from a compensation perspective, the Company used cash salary paid in the 2017 calendar year for all employees worldwide employed as of December 21, 2017. Salary amounts were annualized for all
employees who were hired after January 1, 2017. For those employees compensated in foreign currencies, average exchange rates for the full year 2017 were used to convert their compensation into U.S. dollars. The Company determined that its median employee from a compensation perspective is employed in one of its manufacturing locations in the United States. To determine the ratio disclosed above, the Company calculated the median employee’s compensation for fiscal 2017 in accordance with the rules applicable to the compensation elements included in the Summary Compensation Table and compared such compensation to the compensation of the Company’s CEO, as reported in the Summary Compensation Table.
Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used
as a basis for comparison between companies.
2019 PROXY STATEMENT
2020 PROXY STATEMENT TABLE OF CONTENTS
AUDIT
AUDIT
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of PricewaterhouseCoopers LLP has audited the consolidated financial statements and the internal control over financial reporting of the Company for
2018.2019. The Board, at the recommendation of the Audit Committee, desires to continue the service of this firm for
2019.2020. Accordingly, the Board recommends to the stockholders ratification of the retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2019.2020. If the stockholders do not
approve PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, the Board and the Audit Committee will reconsider this selection.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.
During the last two fiscal years ended December 31, 20182019 and December 31, 2017,2018, PricewaterhouseCoopers LLP charged the Company $7,366,000$6,531,000 and $7,451,000,$7,366,000, respectively, for professional services rendered by such firm for the audit of the Company’s annual financial statements and internal
control over financial reporting, review of the Company’s
financial statements included in the Company’s quarterly reports on Form 10-Q for each fiscal year, work performed for statutory audits as well as procedures related to the filing of a Registration Statement on Form S-8 in 2018 and Form S-3 in 2017.
2018.Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. This category includes fees related to services around the Company’s adoption of a new financial accounting and reporting standard
and assessment of the Company’s work regarding its financial system upgrade and implementation. The aggregate fees billed by PricewaterhouseCoopers LLP for such audit-related services for the fiscal years ended December 31, 20182019 and December 31, 20172018 were $0 and $682,000, and $170,000, respectively.
The aggregate fees billed for tax services provided by PricewaterhouseCoopers LLP in connection with tax compliance and tax consulting services for the fiscal years
ended December 31, 20182019 and December 31, 20172018 were $89,000 and $193,000, and $201,000, respectively.
The aggregate fees billed for services not included in the above services for the fiscal years ended December 31,
20182019 and December 31,
20172018 were $4,000 and $4,000, respectively, and were primarily related to miscellaneous items.
All of the services related to the Audit-Related Fees, Tax Fees or All Other Fees described above were approved by the Audit Committee pursuant to the general pre-approval provisions set forth in the Audit Committee’s pre-approval policies described in “Audit Committee Meetings and Responsibilities.”
The Board recommends that the stockholders vote FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.2020.
2019 PROXY STATEMENT
2020 PROXY STATEMENT TABLE OF CONTENTS
The Audit Committee of the Board has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31,
20182019 with the management of the Company and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16. The Audit Committee also has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the independence of such independent registered public accounting firm. The Audit Committee also has considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with the independent registered public accounting firm’s independence.
Based on its review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements for the Company’s fiscal year ended December 31,
20182019 be included in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 31,
20182019 for filing with the SEC.
The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and on the report issued by the independent registered public accounting firm.
THOMAS J. HANSEN
PAULA H. J. CHOLMONDELEY
DONALD DEFOSSETRAIMUND KLINKNER
ANDRA RUSH
OREN G. SHAFFER2019
2020 PROXY STATEMENT TABLE OF CONTENTS
OTHER IMPORTANT INFORMATION
The Board does not know of any other business to be brought before the Annual Meeting. In the event any such matters are brought before the Annual Meeting, the persons named in the enclosed Proxy will vote the Proxies received by them as they deem best with respect to all such matters.
All proposals of stockholders intended to be included in the proxy statement to be presented at the
20202021 Annual Meeting of Stockholders must be received at the Company’s offices at 200 Nyala Farm Road, Westport, Connecticut 06880, no later than December
5, 2019.3, 2020. All proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for that meeting.
To nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such a meeting, the Bylaws of the Company generally provides that notice must be given to the Secretary of the Company no more than 120 days nor less than 90 days prior to the first anniversary of the preceding year’s annual meeting. The Company anticipates that in order for a
stockholder to nominate a candidate for election as a director at the Company’s
20202021 annual meeting or to propose business for consideration at such meeting, notice must be given between January
16, 202014, 2021 and February
16, 2020.13, 2021. The fact that the Company may not insist upon compliance with these requirements should not be construed as a waiver by the Company of its right to do so at any time in the future.
Pursuant to the rules of the SEC, services that deliver our communications to stockholders that hold their stock through a bank, broker or other holder of record may deliver a single copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Stockholders and Proxy Statement to multiple stockholders sharing the same address. Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials or Annual Report and Proxy Statement to any stockholder at a shared address to which a single copy of each document was delivered. Stockholders may notify us of their requests by calling (203) 222-7170 or writing Terex Corporation at 200 Nyala Farm Road, Westport, CT 06880.
STOCKHOLDERS ARE URGED TO VOTE THEIR PROXIES WITHOUT DELAY.A PROMPT RESPONSE WILL BE GREATLY APPRECIATED. By order of the Board of Directors,
Eric I Cohen
April
3, 20192, 2020Westport, Connecticut
2019
2020 PROXY STATEMENT