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☒ | | | No fee required. | |||
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| | Valleybrooke Corporate Center 300 Lindenwood Drive Malvern, Pennsylvania 19355-1740 |
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| | Valleybrooke Corporate Center 300 Lindenwood Drive Malvern, Pennsylvania 19355-1740 |
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1. | To elect the four Class |
2. | To hold an advisory vote on the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”) (Proposal 2). |
3. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, |
4. | To consider any other business properly brought before the Annual Meeting. |
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2022 PROXY STATEMENT | | | | | 3 |
4 | | | | | 2022 PROXY STATEMENT | | |
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| Name | | | Age | | | Position | | | Class | |
| | | | | Chairman | | | Class I | | ||
| Greg Brenneman | | | | | Director | | | Class I | | |
| Jonny Ginns | | | | | Director | | | Class I | | |
| Kyle Vann | | | | | Director | | | Class I | | |
| Robert Coxon | | | | | Director | | | Class II | | |
| Mark McFadden | | | | | Director | | | Class II | | |
| Susan F. Ward | | | | | Director | | | Class II | | |
| Christopher Behrens | | | | | Director | | | Class II | | |
| Bryan K. Brown | | | 54 | | | Director | | | Class II | |
| Kurt J. Bitting | | | 46 | | | Director and CEO | | | Class III | |
| David A. Bradley | | | 51 | | | Director | | | Class III | |
| Martin Craighead | | | | | Director | | | Class III | | |
| Andrew Currie | | | | | Director | | | Class III | | |
| Timothy Walsh | | | | | Lead Independent Director | | | Class III | |
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| | ROBERT COXON Age: Independent Director | | | Robert Coxon has served on our Board since 2007. Mr. Coxon was previously a Senior Advisor to The Carlyle Group, assisting buyout teams in Europe, the United States, the Middle East and Asia until 2013. In that role, he advised Carlyle in making and managing investments in the chemicals sector and was based in London. Prior to joining Carlyle, Mr. Coxon was the Senior Vice President of ICI and the Chief Executive Officer of Synetix, a leading global catalyst company. From 2003 until 2017, Mr. Coxon served as the Chairman of the UK Center for Process Innovation, an international research center in printable electronics, bio-processing and low carbon energy. Because of his extensive experience in the chemicals sector, we believe Mr. Coxon is well qualified to serve on our Board. | |
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| | MARK MCFADDEN Age: Independent Director | | | Mark McFadden has served on our Board since 2016. Mr. McFadden is a | |
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| | SUSAN F. WARD Age: Independent Director | | | Susan F. Ward has served on our Board since 2020. A respected accounting professional, Ms. Ward spent 27 years serving in a variety of roles at United Parcel Service, Inc., most recently as its Chief Accounting Officer from 2015 until her retirement in 2019. Prior to her tenure at UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services. Ms. Ward has served on the board of Saia, Inc. since 2019 and currently serves as the chairperson of its Audit Committee. In 2021, she was appointed as a member of the Board of Amex Global Business Travel and also serves as chairperson of its Audit Committee. She was elected to serve as a member of the Company’s Board of Directors as a result of her years of experience as a senior financial executive of a multi-national business, as well as her public accounting experience. | |
2022 PROXY STATEMENT | | | | | 7 |
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| | CHRISTOPHER BEHRENS Age: Independent Director | | | Christopher Behrens has served on our Board since 2019. Mr. Behrens is a Senior Advisor at CCMP and from August 2006 until December 2019 he was a Managing Director and member of the firm’s Investment Committee. Mr. Behrens has extensive experience investing in a number of industries, including the energy, industrial and distribution sectors. Prior to joining CCMP upon its formation in August 2006, Mr. Behrens was with J.P. Morgan Partners, LLC and its predecessors from 1988 until 2006. Prior to that, he was in the Investment Banking group of The Chase Manhattan Corporation. Mr. Behrens previously served as a member of the board of directors of Chaparral Energy, Inc. from 2010 until 2017 and as a member of our Board from 2014 until 2017. Because of his past service on our Board and his extensive experience in the energy, industrial and distribution sectors, we believe Mr. Behrens is well qualified to serve on our Board. | |
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| | BRYAN K. BROWN Age: 54 Independent Director | | | Bryan K. Brown has served on our Board since April 2022. Mr. Brown has served as a partner at Jones Day in its Financial Markets – Capital Markets practice since 2019. Prior to joining Jones Day, Mr. Brown served as a partner at Reed Smith from November 2013 to April 2019, at Thompson Knight from March 2012 to November 2013, and Porter Hedges from May 1998 to February 2012. Mr. Brown currently serves as a member of the board of advisors of the College of Business at Sam Houston University and The John Cooper School, where he is a member of the Audit Committee. Prior to entering private practice, Mr. Brown worked at the Division of Corporate Finance at the U.S. Securities and Exchange Commission. Mr. Brown is an active member of the National Association of Corporate Directors (“NACD”), and is NACD Directorship Certfied™. Because of his extensive experience advising public companies and his extensive leadership experience, we believe that Mr. Brown is well qualified to serve on our Board. | |
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| | | | 2022 PROXY STATEMENT | | |
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| | MARTIN CRAIGHEAD Age: Independent Director | | | Martin Craighead has served on our Board since 2017. Mr. Craighead served as the Chief Executive Officer of Baker Hughes Incorporated, a supplier of oilfield services, from 2012 to 2017. He has also served as Chairman of the board of directors of Baker Hughes Incorporated from 2013 to 2017 and was a member of their board of directors from 2011 until 2017. From 2017 until May 2019, Mr. Craighead served on the board of Baker Hughes, a GE company, following the combination of Baker Hughes with GE’s oil and gas business. Mr. Craighead currently serves on the boards of directors of Texas Instruments Inc., where he is a member of its Compensation Committee, and Emerson Electric Company, where he is a member of its Compensation and Corporate Governance and Nominating Committees. He first joined Baker Hughes Incorporated in 1986 and was its Chief Operating Officer from 2009 to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Because of his industry expertise in the energy sector and extensive management experience, we believe Mr. Craighead is well qualified to serve on our Board. | |
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| | ANDREW CURRIE Age: Independent Director | | | Andrew Currie has served on our Board since 2008. Mr. Currie has been a director of INEOS Group, an affiliate of INEOS Limited (“INEOS”), since 1999, a partner of INEOS since 2000 and a director of INEOS AG since March 2010 when the ownership of the INEOS business was transferred to Switzerland. He was previously a Managing Director of Laporte Performance Chemicals, having served as a director of the Inspec Group from 1994 until the Laporte acquisition of Inspec in 1998. Mr. Currie spent the first 15 years of his career with BP Chemicals in various technical and business management functions. Because of his experience in the chemicals sector and his significant core business skills, including financial and strategic planning, we believe Mr. Currie is well qualified to serve on our Board. | |
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| | KURT J. BITTING Age: 46 Director and Chief Executive Officer | | | Kurt J. Bitting has served on our Board since April 2022. Mr. Bitting became our Chief Executive Officer in April 2022. Prior to that, he served as Vice President and President—Ecoservices (formerly Refining Services) beginning in March 2019. From September 2017 until February 2019, Mr. Bitting served as Vice President of Eco Services. Between May 2016 and August 2017, he was Business Director in the Eco Services business. Mr. Bitting also previously held management positions at Kinder Morgan, Inc., Sprint Corporation, Solvay USA Inc. and Eco Services Operations LLC. Mr. Bitting began his career in the U.S. Army where he served as a Company Commander in the 10th Mountain Division. Mr. Bitting was elected to serve as a member of the Board due to his extensive management and leadership experience. | |
2022 PROXY STATEMENT | | | | | 9 |
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| | DAVID A. BRADLEY Age: 51 Independent Director | | | David A. Bradley has served on our Board since April 2022. Since March 2019, Mr. Bradley has served as the President and Chief Executive Officer of SI Group. Prior to joining SI Group, Mr. Bradley served as President and CEO of Nexo Solutions since 2011. Prior to that, Mr. Bradley spent seven years at Kraton Corporation, where held several executive positions, including Chief Operating Officer, Vice President of Global Operations, and Vice President of Business Transformation. Because of his extensive experience in the chemicals sector and his extensive management and leadership experience, we believe Mr. Bradley is well qualified to serve on our Board. | |
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| | TIMOTHY WALSH Age: Lead Independent Director | | | Timothy Walsh has served on our Board since 2014. Mr. Walsh is | |
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| | KEVIN M. FOGARTY Age: 56 Chairman and Independent Director | | | Kevin M. Fogarty became a director and our Chairman in April 2022. Until March 2022, Mr. Fogarty served as Kraton Corporation’s President and Chief Executive Officer, beginning in January 2008, and as a member of Kraton Corporation’s board of directors, beginning in September 2009. From May 2005 to December 2007 he served as Kraton Corporation’s Executive Vice President of Global Sales and Marketing. From May 2004 to April 2005, Mr. Fogarty served as President, Polymers and Resins, of Invista. From 1991 to April 2004, Mr. Fogarty held a variety of roles within the Koch Industries, Inc. family of companies. Mr. Fogarty serves on the boards of directors of P.H. Glatfelter Company and Curculus, Inc., and the American Chemistry Council. Because of his extensive experience in the chemicals sector and his extensive management and leadership experience, we believe Mr. Fogarty is well qualified to serve on our Board. | |
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| | GREG BRENNEMAN Age: 60 Independent Director | | | Greg Brenneman has served on our Board since 2014. Mr. Brenneman is the Executive Chairman of CCMP and is a member of the firm’s Investment Committee. Prior to joining CCMP in October 2008, Mr. Brenneman served as the Chief Executive Officer of QCE Holdings LLC (“Quiznos”), a U.S. quick service restaurant chain, from January 2007 until September 2008 and as the President of Quiznos from January 2007 until November 2007. He also served as the Executive Chairman from 2008 to 2009. Prior to joining Quiznos, Mr. Brenneman was the Chairman and Chief Executive Officer of Burger King Corporation from 2004 to 2006. Prior to joining Burger King, Mr. Brenneman was named the President and Chief Executive Officer of PwC Consulting in June 2002. Mr. Brenneman joined Continental Airlines in 1995 as the President and Chief Operating Officer and as a member of its board of directors. In 1994, Mr. Brenneman founded Turnworks, Inc., his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Mr. Brenneman was a Vice President for Bain and Company. Mr. Brenneman currently serves on the boards of directors of The Home Depot, Inc., Baker Hughes, a GE Company and Hayward Group, Inc. Mr. Brenneman previously served on the boards of directors of Milacron Holdings Corp. from 2012 until 2017. Because of his leadership and business experience and extensive experience serving as a public company director, we believe Mr. Brenneman is well qualified to serve on our Board. | |
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| | JONNY GINNS Age: 48 Independent Director | | | Jonny Ginns has served on our Board since 2010. Mr. Ginns joined INEOS in 2006 as the Group General Counsel, having worked as an external lawyer for a number of years before that. He has experience across a wide range of fields, including mergers & acquisitions, disposals, joint ventures, litigation, finance and employee benefits, and acts as a director for a number of INEOS entities. Because of his significant core business skills, including financial and strategic planning, we believe Mr. Ginns is well qualified to serve on our Board. | |
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| | KYLE VANN Age: 74 Independent Director | | | Kyle Vann has served on our Board since 2014. Mr. Vann has provided consulting services to Entergy Corporation since 2005. He served for 25 years in various senior leadership positions at Koch Industries, including as the Chief Executive Officer of Entergy-Koch LP, a joint venture between Koch Industries and Entergy Corporation. Before joining Koch Industries, Mr. Vann worked at Humble Oil and Refining Company (which later became part of Exxon) as a refinery engineer. Mr. Vann currently serves on the board of directors of EnLink Midstream, LLC. From 2006 to 2019, he served on the boards of EnLink Midstream Partners LP. and Legacy Reserves LP. Because of his extensive experience in exploration and production, midstream, energy services and trading, we believe Mr. Vann is well qualified to serve on our Board. | |
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2022 PROXY STATEMENT | | | | | 11 |
| | | | 2022 PROXY STATEMENT | | |
| Name | | | Ownership Requirement | | | Ownership(1) | |
| Robert Coxon | | | $625,000 | | | | |
| Martin S. Craighead | | | $625,000 | | | | |
| Kyle Vann | | | $625,000 | | | | |
| Susan F. Ward(2) | | | $625,000 | | | |
(1) | In accordance with our stock ownership guidelines, ownership amounts have been determined based on a share price of |
(2) | Ms. Ward joined our Board on June 1, 2020. |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) | | Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($)(4) | | | Total ($) | |
| Christopher Behrens | | | — | | | — | | | — | | | — | | | — | | Christopher Behrens | | | — | | | — | | | — | | | — | | | — | |
| Greg Brenneman | | | — | | | — | | | — | | | — | | | — | | Greg Brenneman | | | — | | | — | | | — | | | — | | | — | |
| Robert Coxon | | | 65,000 | | | 199,993 | | | — | | | — | | | 264,993 | | Robert Coxon | | | 65,000 | | | 199,993 | | | — | | | 21,614 | | | 286,607 | |
| Martin S. Craighead | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | | Martin S. Craighead | | | 50,000 | | | 199,993 | | | — | | | 21,614 | | | 271,607 | |
| Andy Currie | | | — | | | — | | | — | | | — | | | — | | Andy Currie | | | — | | | — | | | — | | | — | | | — | |
| Jonny Ginns | | | — | | | — | | | — | | | — | | | — | | Jonny Ginns | | | — | | | — | | | — | | | — | | | — | |
| Mark McFadden | | | — | | | — | | | — | | | — | | | — | | Mark McFadden | | | — | | | — | | | — | | | — | | | — | |
| Kimberly Ross(4) | | | 29,167 | | | 199,993(4) | | | — | | | — | | | 229,160(4) | | Kyle Vann | | | 50,000 | | | 199,993 | | | — | | | 21,614 | | | 271,607 | |
| Kyle Vann | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | | Susan F. Ward | | | 70,000 | | | 199,993 | | | — | | | 26,159 | | | 296,152 | |
| Susan F. Ward(5) | | | 40,833 | | | 183,334 | | | — | | | — | | | 224,167 | | Timothy Walsh | | | — | | | — | | | — | | | — | | | — | |
| Timothy Walsh | | | — | | | — | | | — | | | — | | | — | |
(1) | As described above, Mr. Coxon and Ms. |
(2) | As required by |
(3) | As of December 31, |
(4) |
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14 | | | | | 2022 PROXY STATEMENT | | |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety and Environment | |
| Susan Ward(1) | | | * | | | | | | | | |||
| Kimberly Ross(1) | | | * | | | | | | | | |||
| Jonny Ginns | | | | | | | | | X | | |||
| Timothy Walsh | | | | | * | | | | | | |||
| Andrew Currie | | | | | X | | | X | | | | ||
| Greg Brenneman | | | | | | | * | | | | |||
| Martin Craighead | | | | | | | X | | | X | | ||
| Kyle Vann | | | X | | | X | | | | | | ||
| Robert Coxon | | | X | | | | | | | * | | ||
| Number of meetings during fiscal 2020 | | | 5 | | | 4 | | | 1 | | | 2 | |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety, Environment and Security | |
| Susan Ward | | | * | | | | | | | | |||
| Jonny Ginns | | | | | | | | | X | | |||
| Timothy Walsh | | | | | * | | | | | | |||
| Andrew Currie | | | | | X | | | X | | | | ||
| Greg Brenneman | | | | | | | * | | | | |||
| Martin Craighead | | | | | | | X | | | X | | ||
| Kyle Vann | | | X | | | X | | | | | | ||
| Robert Coxon | | | X | | | | | | | * | | ||
| Number of meetings during fiscal 2021 | | | 8 | | | 3 | | | 2 | | | 2 | |
* | Committee Chairperson |
2022 PROXY STATEMENT | | | | | 15 |
16 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 17 |
| Committee | | | Risk Oversight Areas | |
| Audit Committee | | | • The design adequacy and effectiveness of our internal controls • Review of our earnings releases and quarterly and annual report filings with the Securities and Exchange Commission • Reviews the Company’s enterprise risk management program and oversees the implementation of risk mitigations measures • Oversees the integrity of the Company’s information technology systems and the adequacy of security measures taken to protect such systems | |
| Compensation Committee | | | • Whether the Company’s compensation policies and practices provides appropriate incentives to management • Whether the Company’s compensation policies and practices encourage undue or inappropriate risk taking by management • Applying, if necessary, the clawback provisions of the 2017 Plan in the event of wrongdoing by members of management who have received incentive awards under the 2017 Plan • Adminstration and oversight of stock ownership requirement for directors and executive officers • Establishment of CEO and other executive officer compensation based on performance reviews | |
| Nominating and Corporate Governance Committee | | | • Compliance with ethical requirements, including avoidance of conflicts of interest • Corporate public responsibility, including political contributions | |
| Health, Safety, Environment and Security Committee | | | • Oversight of the Company’s programs and procedures to manage and mitigate HSES risks • Ensuring that management recognizes and addresses emerging HSES issues and regulations • Ensuring the Company conducts appropriate internal and external HSES auditing programs, assesses the results of such audits and implements corrective action for issues identified in such audits | |
| | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 19 |
20 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 21 |
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2022 PROXY STATEMENT | | | | | 23 |
24 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 25 |
26 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 27 |
| Name | | | Age | | | Position | |
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| | | | | Vice President and | |||
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| Joseph S. Koscinski | | | | | Vice President, Secretary and General Counsel | | |
| William J. Sichko, Jr. | | | | | Vice President, Chief Administrative Officer | | |
| | | | | Vice President — | | ||
| Elaine T. Simpson | | | | | Vice President — Health, Safety, Environment and Sustainability | |
(1) | Mr. |
(2) | Mr. Schneberger became our President on April 27, 2022. |
(3) | Mr. Feehan became our Vice President and Chief Financial Officer on August 5, 2021. |
Mr. Kolberg became our Vice President — Technology and Business Development on March 15, 2021. |
Ms. Simpson was named our Vice President — Health, Safety, Environment and Sustainability as of March 5, 2021. |
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| Name | | | Number of Shares | | | Percentage | |
| Beneficial holders of 5% or more of our outstanding Common Stock: | | | | | | ||
| CCMP Capital Investors III, L.P. and related investment funds(1) | | | 61,962,767 | | | 45.25% | |
| INEOS Limited(2) | | | 32,909,062 | | | 24.03% | |
| Directors and named executive officers: | | | | | | ||
| Belgacem Chariag(3) | | | 415,599 | | | * | |
| Greg Brenneman(4) | | | — | | | — | |
| Timothy Walsh(4) | | | — | | | — | |
| Mark McFadden(4) | | | — | | | — | |
| Christopher Behrens(4) | | | — | | | — | |
| Robert Coxon(5) | | | 127,623 | | | * | |
| Andrew Currie(6) | | | — | | | — | |
| Jonny Ginns | | | 23,811 | | | * | |
| Kyle Vann(7) | | | 129,020 | | | * | |
| Martin Craighead | | | 68,942 | | | * | |
| Susan F. Ward | | | — | | | — | |
| Name | | | Number of Shares | | | Percentage | |
| Beneficial holders of 5% or more of our outstanding Common Stock: | | | | | | ||
| CCMP Capital Investors III, L.P. and related investment funds(1) | | | 46,565,444 | | | 33.57% | |
| INEOS Limited(2) | | | 24,731,385 | | | 17.83% | |
| Directors and named executive officers: | | | | | | ||
| Belgacem Chariag(3) | | | 821,877 | | | * | |
| Greg Brenneman(4) | | | — | | | — | |
| Timothy Walsh(4) | | | — | | | — | |
| Mark McFadden(4) | | | — | | | — | |
| Christopher Behrens(4) | | | — | | | — | |
| Robert Coxon(5) | | | 140,618 | | | * | |
| Andrew Currie(6) | | | — | | | — | |
| Jonny Ginns | | | 111,902 | | | * | |
| Kyle Vann(7) | | | 152,015 | | | * | |
| Martin Craighead | | | 81,937 | | | * | |
| Susan F. Ward | | | 27,528 | | | * | |
| Bryan K. Brown(8) | | | — | | | — | |
| | | |
| Name | | | Number of Shares | | | Percentage | |
| | | | | — | | ||
| Kevin M. Fogarty(8) | | | — | | | — | |
| Kurt J. Bitting(9) | | | 135,586 | | | * | |
| | | | | * | | ||
| | | | | * | | ||
| Joseph S. Koscinski(11) | | | 278,750 | | | * | |
| Albert F. Beninati, Jr.(12) | | | | | * | | |
| | | | | * | | ||
| All executive officers and directors as a group | | | | | | | |
* | Indicates less than 1% |
(1) | Includes |
(2) | The shareholders of INEOS Limited are James A. Ratcliffe, John Reece and Andrew Currie. Mr. Ratcliffe, as the majority owner of INEOS Limited, has the power to control the voting and disposition of the shares of our Common Stock held by INEOS Limited. The address of INEOS Limited is c/o IQEQ Victoria Road, Douglas IM2 4DF Isle of Man. |
(3) | Mr. Chariag left his positions as our Chairman, President and Chief Executive Officer and left the Board on April 25, 2022. Includes 241,316 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(4) | Does not include shares of our Common Stock held by the CCMP Investors. The address of each of Messrs. Brenneman, McFadden, Behrens and Walsh is c/o CCMP Capital Advisors, LP, |
(5) | Includes 25,476 shares of our restricted Common Stock subject to vesting conditions. |
(6) | Does not include shares of our Common Stock held by INEOS Limited. |
(7) | Includes 30,472 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(8) | Messrs. Brown, Bradley, and Fogarty joined our Board on April 27, 2022. |
(9) | Includes 38,064 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(10) | Includes 6,620 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 13,586 shares of our restricted Common Stock subject to vesting conditions. |
(11) | Includes 75,623 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(12) | Mr. Beninati formerly served as Vice President and President - Performance Chemicals. His employment with the Company terminated on August 2, 2021, which was the date that the Company completed the divestiture of its Performance Chemicals segment to a partnership between Cerberus Capital Management, L.P. and Koch Minerals & Trading, LLC. |
(13) | Includes 187,574 shares of our Common Stock that can be acquired upon the exercise of outstanding options, 12,945 shares of our restricted Common Stock subject to vesting conditions held by Mr. Crews, and 28,005 shares of our Common Stock held by a revocable trust for which Mr. Crews is the grantor. |
Mr. |
Includes |
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| Executive | | | Title | |
| Belgacem Chariag(1) | | | Chairman, President and Chief Executive Officer | |
| |||||
| | Vice President | | ||
| Kurt J. Bitting(3) | | | Vice President and President, Ecoservices | |
| Michael Feehan | | | Vice President and Chief Financial Officer | |
| Joseph S. Koscinski | | | Vice President, Secretary and General Counsel | |
| Albert F. Beninati, Jr.(4) | | | Former Vice President and President | |
| | | Former Executive Vice President and | |
(1) | Mr. |
(2) | Mr. Schneberger became our President on April 27, 2022. |
(3) | Mr. Bitting became our Chief Executive Officer on April 25, 2022. |
(4) | Mr. Beninati formerly served as Vice President and President – |
(5) | Mr. Crews formerly served as Executive Vice President and Chief Financial Officer. His employment with the Company |
| | | | | |
| Annual Incentive Opportunity | | | Base Salary | | |||||||||
| Executive | | | 2021 | | | 2022 | | | 2021 | | | 2022 | |
| Thomas Schneberger | | | 75% | | | 75% | | | $380,000 | | | $400,000 | |
| Kurt J. Bitting | | | 75% | | | 75% | | | $361,000 | | | $400,000 | |
| Michael Feehan | | | 75% | | | 75% | | | $325,000 | | | $375,000 | |
| Joseph S. Koscinski | | | 55% | | | 65% | | | $425,000 | | | $425,000 | |
2022 PROXY STATEMENT | | | | | 33 |
| What We Do | | |||
| Pay for performance | | | Consistent with our goal of creating a performance-oriented environment, a substantial portion of executive pay is based on the achievement of specific strategic and financial goals or the performance of our Common Stock. Our “pay for performance” culture was further strengthened with the introduction of TSR as a metric in the 2020 and 2021 PSU | |
| Equity vesting on account of a change in control | | | No automatic vesting of equity occurs in the event of a change in control. | |
| Stock ownership guidelines | | | Our Chief Executive Officer must hold shares of our Common Stock having a value of at least 5X base salary, and the other named executive officers must hold shares of our Common Stock having a value of at least 3X base salary. We believe that this stock holding requirement creates alignment of our executive management team with the interests of our stockholders. Our named executive officers have five years to comply with our stock ownership guidelines and are required to retain at least 50% of the after-tax shares received from equity awards until the required ownership levels are achieved. | |
| Clawback | | | Our named executive officers, in certain circumstances, would be required to return the value of equity awards if our financial statements are restated as a result of their wrongdoing. Additionally, our named executive officers would be required to return any gain received in connection with the exercise, vesting, payment or other realization of income related to an equity award in the event of a breach of any non-solicitation, non-interference or confidentiality obligations or violation of our Code of Conduct. | |
| Independent Compensation Consultant | | | The Compensation Committee retains an independent compensation consultant that provides no other services to the Company. | |
| What We | | |||
| No rich supplemental retirement plan benefits are offered | | | We provide a modest supplemental retirement opportunity tied to the statutory caps in our 401(k) plan. | |
| No change in control excise tax gross ups | | | In accordance with what we believe are good governance best practices, we provide no change in control excise tax gross-ups. | |
| No short-term trading, short sales, hedging or pledging | | | As part of our policy on insider trading and communications with the public, all of our employees, including our named executive officers, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges. | |
| No annual incentives for named executive officers absent performance | | | Minimum hurdles must be satisfied before our named executive officers can earn any annual cash incentive compensation. | |
34 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 35 |
| Albermarle Corporation | | | GCP Applied Technologies, Inc. | | | Quaker Chemical Corporation | |
| Avient Corporation | | | H.B. Fuller Company | | | Sensient Technologies Corporation | |
| Balchem Corporation | | | Ingevity Corporation | | | Stepan Company | |
| Cabot Corporation | | | Innospec, Inc. | | | W.R. Grace & Co. | |
| Element Solutions, Inc. | | | International Flavors & Fragrances, | | | Westlake Chemical Corporation | |
| Ferro Corporation | | | Kraton Corporation | | | | |
| FMC Corporation | | | Minerals Technologies, Inc. | | | |
36 | | | | | 2022 PROXY STATEMENT | | |
| Executive | | | 2020 | | | 2021 | | | 2022 | |
| Thomas Schneberger | | | $380,000 | | | $380,000 | | | $400,000 | |
| Kurt J. Bitting | | | $336,000 | | | $361,000 | | | $400,000 | |
| Michael Feehan | | | $272,267 | | | $325,000 | | | $375,000 | |
| Executive | | | 2019 | | | 2020 | |
| Belgacem Chariag | | | $880,000 | | | $960,000 | |
| Michael Crews | | | $480,000 | | | $505,000 | |
| Ray Kolberg | | | $425,000 | | | $450,000 | |
| Joseph S. Koscinski | | | $400,000 | | | $425,000 | |
| Albert F. Beninati, Jr. | | | $450,000 | | | $450,000(1) | |
| Scott Randolph | | | $480,000 | | | $495,000 | |
2022 PROXY STATEMENT | | | | 37 |
| Factor | | | Weight | |
| Adjusted EBITDA | | | 60% | |
| Adjusted Free Cash Flow | | | 20% | |
| Safety | | | 20% | |
| Metric/Goal | | | Reason for | |
| Adjusted EBITDA | | | Adjusted EBITDA is the most significant indicator of operating performance. Improvements in operating performance are directly linked to sustainable share value creation. | |
| Adjusted Free Cash Flow | | | Adjusted | |
| Safety | | | There is a direct link between an improving safety record, higher worker productivity and sustained share value creation. | |
| Metric/Goal | | | Definition | |
| Adjusted EBITDA | | | EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, | |
| Adjusted Free Cash Flow | | | Adjusted | |
| Safety | | | Recordable rate of safety incidents, which is a standardized measure of OSHA-recordable injury or illness. | |
38 | | | | | 2022 PROXY STATEMENT | | |
| Executive | | | FYE Target Award as % of Base Pay | |
| Belgacem Chariag | | | 100% | |
| | | 72% | | |
| Kurt J. Bitting | | | 75% | |
| | | |||
| |||||
| Joseph S. Koscinski | | | 55% | |
| | | 75% | | |
| Michael Crews(4) | | | 75% | |
(1) |
(2) | Mr. Feehan’s 2021 Target Award Percentage represents the weighted average of 35 percent prior to his promotion to his current position and 75 percent after he was promoted to his current position effective August 1, 2021. |
(3) | Mr. Beninati terminated employment on August 2, 2021 and under the terms of his departure he was not eligible for a 2021 EIP payment. |
(4) | In accordance with Mr. |
| Category | | | Weight | | | Scale | | | Threshold | | | Target | | | Maximum | | Category | | | Weight | | | Scale | | | Threshold | | | Target | | | Maximum | |
| Adjusted EBITDA | | | 60% | | | Performance as a percent of target | | | 94.5% | | | 100% | | | 103% | | Adjusted EBITDA | | | 60% | | | Performance as a percent of target | | | 94% | | | 100% | | | 104% | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | | Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | |||||||||||
| Adjusted Free Cash Flow | | | 20% | | | Performance as a percent of target | | | 85.9% | | | 100% | | | 120% | | Adjusted Free Cash Flow | | | 20% | | | Performance as a percent of target | | | 85% | | | 100% | | | 120% | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | | Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | |||||||||||
| Safety – Recordable Rate | | | 10% | | | Performance as a percent of target | | | 83.3% | | | 100% | | | 125% | | Safety - Recordable Rate | | | 10% | | | Performance as a percent of target | | | 200% | | | 100% | | | 0% | |
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | | | Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | | |||||||||||
| Safety-Perfect Days | | | 10% | | | Performance as a percent of target | | | 87.7% | | | 100% | | | 117.9% | | Safety - HSE Perfect Days | | | 10% | | | Performance as a percent of target | | | 94.5% | | | 100% | | | 105.5% | |
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | | | Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | |
| | | | 39 |
| Safety Goal | | | Threshold | | | Target | | | Maximum | | Safety Goal | | | Threshold | | | Target | | | Maximum | |
| Recordable Rate | | | 0.6 | | | 0.5 | | | 0.4 | | Recordable Rate | | | 0.44 | | | 0.22 | | | 0.00 | |
| Number Perfect Days | | | 186 | | | 212 | | | 250 | | Number HSE Perfect Days | | | 307 | | | 325 | | | 343 | |
| | | ($ in Thousands) | | |||||||
| Measurement Category | | | Target | | | Actual | | | Achievement As a % of Target | |
| Adjusted EBITDA(1) | | | $481,000 | | | $413,384 | | | Below Threshold | |
| Adjusted Free Cash Flow | | | $163,000 | | | $157,500 | | | 96.6% | |
| Safety – Recordable Rate | | | 0.5 | | | 0.32 | | | Maximum | |
| Safety – Perfect Days | | | 212 | | | 277 | | | Maximum | |
| | | ($ in Thousands) | | |||||||
| Measurement Category | | | Target | | | Actual | | | Achievement as a % of Target | |
| Adjusted EBITDA | | | 206,000 | | | 227,600 | | | 200% | |
| Adjusted Free Cash Flow | | | 64,600 | | | 93,200 | | | 200% | |
| Safety – Recordable Rate | | | 0.22 | | | 0.11 | | | 150% | |
| Safety – HSE Perfect Days | | | 325 | | | 331 | | | 133.3% | |
| Executive/Business Unit(1) | | | Measurement Category | | | Target | | | Actual | | | Achievement As a % of Target | |
| Ray Kolberg | | | Recordable Rate | | | 1 | | | 0 | | | 200% | |
| Catalysts | | | Number Perfect Days | | | 335 | | | 356 | | | 106.3% | |
| Albert F. Beninati, Jr. | | | Recordable Rate | | | 4 | | | 4 | | | 100% | |
| Performance Chemicals | | | Number Perfect Days | | | 292 | | | 305 | | | 104.5% | |
| Executive/Business Unit | | | Measurement Category | | | Target | | | Actual | | | Achievement as a % of Target | |
| Thomas Schneberger Catalyst Technologies | | | Number of Recordable Injuries | | | 1 | | | 0 | | | 200% | |
| Number of HSE Perfect Days | | | 347 | | | 353 | | | 200% | | |||
| Kurt J. Bitting Ecoservices | | | Number of Recordable Injuries | | | 1 | | | 1 | | | 100% | |
| Number of HSE Perfect Days | | | 343 | | | 343 | | | 100% | |
| Executive | | | Adjusted EBITDA | | | Adjusted Free Cash Flow | | | Safety- Recordable Incidents | | | Safety- Perfect Days | | | Total PQIP Earned | | Executive | | | Adjusted EBITDA ($) | | | Adjusted Free Cash Flow ($) | | | Safety - Recordable Rate / Recordable Injuries($) | | | Safety - HSE Perfect Days($) | | | Total EIP Earned ($) | |
| Belgacem Chariag | | | 0 | | | $157,565 | | | $192,000 | | | $192,000 | | | $541,565 | | Belgacem Chariag | | | 1,152,000 | | | 384,000 | | | 144,000 | | | 127,997 | | | 1,807,997 | |
| Michael Crews | | | 0 | | | $62,164 | | | $75,750 | | | $75,750 | | | $213,664 | | Thomas Schneberger | | | 326,800 | | | 108,933 | | | 54,467 | | | 40,850 | | | 531,050 | |
| Ray Kolberg | | | 0 | | | $55,394 | | | $67,500 | | | $67,500 | | | $190,394 | | Kurt J. Bitting | | | 324,900 | | | 108,300 | | | 27,075 | | | 27,075 | | | 487,350 | |
| Joseph S. Koscinski | | | 0 | | | $38,365 | | | $46,750 | | | $46,750 | | | $131,865 | | Michael Feehan | | | 188,579 | | | 62,860 | | | 23,572 | | | 20,953 | | | 295,964 | |
| Albert F. Beninati, Jr. | | | 0 | | | $55,394 | | | $33,750 | | | $45,296 | | | $134,440 | | Joseph S. Koscinski | | | 280,500 | | | 93,500 | | | 35,063 | | | 31,166 | | | 440,228 | |
| Michael Crews | | | 340,876 | | | 113,625 | | | 42,609 | | | 37,874 | | | 534,984 | |
| | | | 2022 PROXY STATEMENT | | |
| Factor | | | Weight | |
| Adjusted EBITDA | | | 60% | |
| Adjusted Free Cash Flow | | | 20% | |
| | | | ||
| Environmental Releases | | | 5% | |
| | | | 41 |
| Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | |
| Belgacem Chariag | | | 120,084 | | | 120,084 | | | $3,999,998 | |
| Michael Crews | | | 37,526 | | | 37,527 | | | $1,250,008 | |
| Albert F. Beninati, Jr. | | | 30,021 | | | 30,021 | | | $1,000,000 | |
| Ray Kolberg | | | 22,516 | | | 22,516 | | | $750,008 | |
| Joseph S. Koscinski | | | 22,516 | | | 22,516 | | | $750,008 | |
| Scott Randolph(1) | | | 27,019 | | | 27,019 | | | $900,003 | |
| Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | | Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | |
| Belgacem Chariag(1) | | | 64,977 | | | 324,887 | | | $6,000,007 | | Belgacem Chariag(1) | | | 64,977 | | | 324,887 | | | $6,000,007 | |
| Michael Crews(2) | | | 21,117 | | | 95,842 | | | $1,799,999 | | Thomas Schneberger(2) | | | 16,244 | | | 81,222 | | | $1,500,002 | |
| Ray Kolberg(3) | | | 8,122 | | | 24,367 | | | $500,006 | | Kurt J. Bitting(3) | | | 16,244 | | | 48,733 | | | $999,996 | |
| Joseph S. Koscinski(4) | | | 16,244 | | | 81,222 | | | $1,500,002 | | Michael Feehan(4) | | | 11,371 | | | 34,113 | | | $699,999 | |
| Albert F. Beninati, Jr.(5) | | | 24,366 | | | 73,100 | | | $1,500,002 | | Joseph S. Koscinski(5) | | | 16,244 | | | 81,222 | | | $1,500,002 | |
| Scott Randolph(6) | | | N/A | | | N/A | | | N/A | | Michael Crews(6) | | | 21,117 | | | 95,842 | | | $1,799,999 | |
| Albert F. Beninati, Jr.(7) | | | 24,366 | | | 73,100 | | | $1,500,002 | |
(1) | Mr. Chariag received 129,955 time vesting RSUs with one-year vesting, 194,932 time vesting RSUs with three-year ratable vesting and 64,977 PSUs. |
(2) | Mr. |
(3) | Mr. |
(4) | Mr. Feehan received 34,113 time vesting RSUs with three-year ratable vesting and 11,371 PSUs. |
(5) | Mr. Koscinski received 32,489 time vesting RSUs with one-year vesting, 48,733 time vesting RSUs with three-year ratable vesting and 16,244 PSUs. |
Mr. Crews received 32,489 time vesting RSUs with one-year vesting, 63,353 time vesting RSUs with three-year ratable vesting and 21,117 PSUs. |
(7) | Mr. Beninati received 73,100 time vesting RSUs with three-year ratable vesting and 24,366 PSUs. |
42 | | | | | 2022 PROXY STATEMENT | | |
| Original PSU Grant Formula | | ||||||||||||||||||
| Average Annual ROANTA | | | Performance Factor | | |||||||||||||||
| Threshold | | | | | Target | | | | | Maximum | | ||||||||
| Maximum | | | 18.50% | | | 100% | | | 125% | | | 150% | | | 175% | | | 200% | |
| | | 18.25% | | | 75% | | | 100% | | | 125% | | | 150% | | | 175% | | |
| Target | | | 18.00% | | | 50% | | | 75% | | | 100% | | | 125% | | | 150% | |
| | | 17.50% | | | 25% | | | 50% | | | 75% | | | 100% | | | 125% | | |
| Threshold | | | 17.00% | | | 13% | | | 25% | | | 50% | | | 75% | | | 100% | |
| | | | | | | | | | | | | | |||||||
| Average Annual Adjusted Free Cash Flow ($ in Thousands) | | | 117,000 | | | 127,000 | | | 138,000 | | | 145,000 | | | 150,000 | | |||
| Threshold | | | | | Target | | | | | Maximum | |
| Revised 2019 PSU Grant Vesting Formula | | |||||||||||||||||||||
| 50% of Target PSUs shall be earned as follows: | | | 50% of Target PSUs shall be earned as follows: | | ||||||||||||||||||
| | | Threshold | | | Target | | | Maximum | | | | | Threshold | | | Target | | | Maximum | | ||
| Average Annual ROANTA | | | 17% | | | 18% | | | 18.50% | | | Average Annual Free Cash Flow ($ in Thousands) | | | 96,000 | | | 112,000 | | | 123,000 | |
| PSUs Earned as a % of Target | | | 12.50% | | | 100% | | | 200% | | | PSUs Earned as a % of Target | | | 12.50% | | | 100% | | | 200% | |
2022 PROXY STATEMENT | | | | | 43 |
| Executive | | | 2019 PSUs Granted at Target - ROANTA | | | 2019 PSUs Actually Earned at 0%- ROANTA | | | 2019 PSUs Granted at Target - Adjusted Free Cash Flow | | | 2109 PSUs Actually Earned at 200% - Adjusted Free Cash Flow | | | Total 2019 PSUs Earned | |
| Belgacem Chariag | | | 71,832 | | | — | | | 71,832 | | | 143,664 | | | 143,664 | |
| Kurt J. Bitting | | | 12,167 | | | — | | | 12,167 | | | 24,334 | | | 24,334 | |
| Michael Feehan | | | 4,056 | | | — | | | 4,056 | | | 8,112 | | | 8,112 | |
| Joseph S. Koscinski | | | 12,167 | | | — | | | 12,167 | | | 24,334 | | | 24,334 | |
| Michael Crews | | | 24,335 | | | — | | | 24,335 | | | 48,670 | | | 48,670 | |
| Executive | | | PSUs | | | RSUs | | | Grant Date Value | |
| Belgacem Chariag(1) | | | 97,181 | | | 485,909 | | | $5,999,996 | |
| Thomas Schneberger(2) | | | 24,295 | | | 218,660 | | | $2,500,007 | |
| Kurt J. Bitting(3) | | | 24,295 | | | 218,660 | | | $2,500,007 | |
| Michael Feehan(4) | | | 24,295 | | | 218,660 | | | $2,500,007 | |
| Joseph S. Koscinski(5) | | | 24,295 | | | 194,364 | | | $2,250,001 | |
(1) |
(2) | Mr. Schneberger received 145,773 time vesting RSUs with vesting on July 1, 2023, 72,887 time vesting RSUs with three-year ratable vesting and 24,295 PSUs. |
(3) | Mr. Bitting received 145,773 time vesting RSUs with vesting on July 1, 2023 72,887 time vesting RSUs with three-year ratable vesting and 24,295 PSUs. |
(4) | Mr. Feehan received 145,773 time vesting RSUs with vesting on July 1, 2023, 72,887 time vesting RSUs with three-year ratable vesting and 24,295 PSUs. |
(5) | Mr. Koscinski received 121,477 time vesting RSUs with vesting on July 1, 2023, 72,887 time vesting RSUs with three-year ratable vesting and 24,295 PSUs. |
44 | | | | | 2022 PROXY STATEMENT | | |
A monthly payment of an amount equal to |
3. | In accordance with the terms of his severance agreement, rights to |
4. | In addition, in recognition of Mr. Crews’ contributions to the success of the Company, the Compensation Committee agreed that Mr. Crews’ equity grants |
i. | Mr. Crews’ unvested MOI shares and options will be eligible to vest during the |
ii. | Mr. |
iii. | Mr. Crews will have a period of two years |
| | | |
iv. | Mr. Crews will have continued vesting eligibility on a pro-rata basis for all his outstanding and unvested PSUs through the applicable performance period for such PSUs. |
1. | All unvested RSUs held by Mr. Beninati as of August 2, 2021 will be allowed to continue to vest as scheduled. |
2. | For purposes of outstanding PSU grants still unearned and vested, Mr. Beninati will be deemed to have remained employed by the Company until December 31, 2022. |
3. | Continued vesting of RSUs and continued earning and vesting of PSUs will cease at such time, if any, Mr. Beninati voluntarily resigns from the Performance Chemicals business. |
| Name | | | Ownership Requirement Relative to Annual Base Salary | | | Actual Ownership | |
| Belgacem Chariag | | | 5x | | | | |
| | | 3x | | | | ||
| | | 3x | | | | ||
| Michael Feehan | | | 3x | | | 4.29x | |
| Joseph S. Koscinski | | | 3x | | | ||
|
(1) | In accordance with our stock ownership guidelines, ownership amounts include shares of our Common Stock that have been gifted to irrevocable trusts, and have been determined based on a share price of |
46 | | | | | 2022 PROXY STATEMENT | | |
| | | | 47 |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(4) | | | Option Awards ($)(4)) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($)(6) | | | Total ($) | | Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(5) | | | Non-Equity Incentive Plan Compensation ($)(6) | | | All Other Compensation ($)(7) | | | Total ($) | |
| Belgacem Chariag, Chairman, President and Chief Executive Officer(1) | | | 2020 | | | 960,000 | | | — | | | 3,999,998 | | | — | | | 541,565 | | | 79,390 | | | 5,580,953 | | Belgacem Chariag Chairman, President and Chief Executive Officer | | | 2021 | | | 960,000 | | | — | | | 6,000,007 | | | 1,807,997 | | | 185,051 | | | 8,953,055 | |
| 2019 | | | 880,000 | | | — | | | 3,519,998 | | | — | | | 965,055 | | | 98,470 | | | 5,463,523 | | | 2020 | | | 960,000 | | | — | | | 3,999,998 | | | 541,565 | | | 79,390 | | | 5,580,953 | | |||||
| 2018 | | | 347,536 | | | — | | | 1,320,008 | | | 1,319,999 | | | 250,865 | | | 22,353 | | | 3,260,761 | | | 2019 | | | 880,000 | | | — | | | 3,519,998 | | | 965,055 | | | 98,470 | | | 5,463,523 | | |||||
| Michael Crews, EVP and Chief Financial Officer | | | 2020 | | | 505,000 | | | — | | | 1,250,008 | | | — | | | 213,664 | | | 46,834 | | | 2,015,506 | | Thomas Schneberger(1) Vice President and President, Catalyst Technologies | | | 2021 | | | 380,000 | | | — | | | 1,500,002 | | | 531,050 | | | 43,300 | | | 2,454,352 | |
| 2019 | | | 480,000 | | | — | | | 1,499,994 | | | — | | | 394,795 | | | 35,486 | | | 2,410,275 | | | 2020 | | | 380,000 | | | — | | | 750,008 | | | 117,903 | | | 10,370 | | | 1,258,281 | | |||||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 47,138 | | | 787,000 | | | 2019 | | | 31,667 | | | — | | | — | | | 19,100 | | | — | | | 50,767 | | |||||
| Ray Kolberg, Vice President and President, Catalysts | | | 2020 | | | 450,000 | | | — | | | 750,008 | | | — | | | 190,394 | | | 41,372 | | | 1,431,774 | | Kurt J. Bitting Vice President and President, Ecoservices | | | 2021 | | | 361,000 | | | — | | | 999,996 | | | 487,350 | | | 68,740 | | | 1,917,086 | |
| 2019 | | | 425,000 | | | — | | | 750,004 | | | — | | | 319,675 | | | 37,248 | | | 1,531,927 | | | 2020 | | | 336,000 | | | — | | | 750,008 | | | 104,361 | | | 63,510 | | | 1,253,879 | | |||||
| 2018 | | | 425,000 | | | — | | | — | | | — | | | 245,319 | | | 40,035 | | | 710,354 | | | 2019 | | | 275,116 | | | — | | | 750,005 | | | 187,562 | | | 51,439 | | | 1,264,122 | | |||||
| Joseph S. Koscinski, Vice President, Secretary, and General Counsel | | | 2020 | | | 425,000 | | | — | | | 750,008 | | | — | | | 131,865 | | | 63,120 | | | 1,369,993 | | Michael Feehan(2) Vice President and Chief Financial Officer | | | 2021 | | | 294,239 | | | — | | | 699,999 | | | 295,964 | | | 47,495 | | | 1,337,697 | |
| 2019 | | | 400,000 | | | — | | | 750,004 | | | — | | | 241,264 | | | 60,999 | | | 1,452,267 | | | 2020 | | | 269,198 | | | 35,000 | | | 350,005 | | | 53,152 | | | 25,492 | | | 732,847 | | |||||
| 2018 | | | 400,000 | | | — | | | — | | | — | | | 158,805 | | | 49,152 | | | 607,957 | | | 2019 | | | 249,687 | | | — | | | 499,993 | | | 99,675 | | | 21,920 | | | 871,275 | | |||||
| Albert F. Beninati, Jr., Vice President and President, Performance Chemicals(2) | | | 2020 | | | 450,000 | | | — | | | 1,000,000 | | | — | | | 134,440 | | | 76,607 | | | 1,661,047 | | Joseph S. Koscinski Vice President, Secretary, and General Counsel | | | 2021 | | | 425,000 | | | — | | | 1,500,002 | | | 440,228 | | | 89,371 | | | 2,454,601 | |
| 2019 | | | 37,500 | | | — | | | — | | | — | | | — | | | 23,039 | | | 60,539 | | | 2020 | | | 425,000 | | | — | | | 750,008 | | | 131,865 | | | 63,120 | | | 1,369,993 | | |||||
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2019 | | | 400,000 | | | — | | | 750,005 | | | 241,264 | | | 60,999 | | | 1,452,268 | | |||||
| Scott Randolph, Vice President and President, Performance Materials(3) | | | 2020 | | | 474,375 | | | — | | | 900,003 | | | — | | | — | | | 1,778,124 | | | 3,152,502 | | Albert F. Beninati, Jr.(3) Former Vice President and President, Performance Chemicals | | | 2021 | | | 262,500 | | | — | | | 1,500,002 | | | — | | | 61,280 | | | 1,823,782 | |
| 2019 | | | 480,000 | | | — | | | 1,000,001 | | | — | | | 374,545 | | | 40,286 | | | 1,894,832 | | | 2020 | | | 450,000 | | | — | | | 1,000,000 | | | 134,440 | | | 76,607 | | | 1,661,047 | | |||||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 56,036 | | | 795,898 | | | 2019 | | | 37,500 | | | — | | | — | | | 23,039 | | | | | 60,539 | | ||||||
| Michael Crews(4) Former EVP and Chief Financial Officer | | | 2021 | | | 378,756 | | | — | | | 1,799,999 | | | 534,984 | | | 1,828,900 | | | 4,542,639 | | ||||||||||||||||||||||||||
| 2020 | | | 505,000 | | | — | | | 1,250,008 | | | 213,664 | | | 46,834 | | | 2,015,506 | | |||||||||||||||||||||||||||||
| 2019 | | | 480,000 | | | — | | | 1,499,994 | | | 394,795 | | | 35,486 | | | 2,410,275 | |
(1) | Mr. |
(2) | Mr. Feehan received a $35,000 cash bonus in December of 2020 for his work on the successful sale of the Company’s Performance Materials segment. |
(3) | Mr. Beninati joined the Company on December 1, 2019. His base salary and annual performance-based bonus for 2019 were prorated based on the number of days employed during |
(4) | Mr. Crews’ employment with the Company terminated on September 30, 2021. Under the terms of his Transition and General Release Agreement, beginning on October 1, 2021 Mr. |
The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Chariag, |
The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers under the |
The amounts shown in the All Other Compensation column for 2021, 2020, |
| Executive | | | Year | | | 401(k) Plan Company Match ($) | | | 401(k) Plan Company 4% Contribution | | | PRA SERP Company Contribution ($) | | | Tax Prep Services ($) | | | Relocation Expenses ($)(1) | | | Life Insurance ($) | | | Housing Allowance ($) | | | Car Allowance ($) | | | Severance ($) | |
| Belgacem Chariag | | | 2020 | | | — | | | 11,400 | | | 65,602 | | | — | | | 2,388 | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | 11,200 | | | 34,035 | | | — | | | — | | | 2,388 | | | 45,813 | | | 5,034 | | | — | | |||
| 2018 | | | — | | | — | | | — | | | — | | | — | | | 597 | | | 18,344 | | | 3,412 | | | — | | |||
| Michael Crews | | | 2020 | | | 8,550 | | | 11,400 | | | 24,592 | | | — | | | 2,292 | | | — | | | — | | | — | | | — | |
| 2019 | | | 3,600 | | | 11,200 | | | 18,394 | | | — | | | — | | | 2,292 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 16,427 | | | — | | | — | | | 2,292 | | | 9,169 | | | — | | | — | | |||
| Ray Kolberg | | | 2020 | | | 8,550 | | | 11,400 | | | 19,387 | | | — | | | 2,035 | | | — | | | — | | | — | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 15,613 | | | — | | | — | | | 2,035 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 18,750 | | | — | | | — | | | 2,035 | | | — | | | — | | | — | | |||
| Joseph S. Koscinski | | | 2020 | | | 8,550 | | | 11,400 | | | 15,251 | | | — | | | 1,915 | | | 26,004 | | | — | | | — | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 11,152 | | | — | | | — | | | 1,915 | | | 28,332 | | | — | | | — | | |||
| 2018 | | | 8,250 | | | — | | | 10,088 | | | — | | | — | | | 1,915 | | | 17,899 | | | — | | | — | | |||
| Albert F. Beninati, Jr. | | | 2020 | | | 7,125 | | | 11,400 | | | 7,522 | | | 48,411 | | | 2,149 | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Scott Randolph | | | 2020 | | | 8,550 | | | 11,400 | | | 23,382 | | | — | | | 2,292 | | | — | | | — | | | 1,732,500 | | | — | |
| 2019 | | | 8,400 | | | 11,200 | | | 18,394 | | | — | | | — | | | 2,292 | | | — | | | — | | | — | | |||
| 2018 | | | 8,250 | | | 11,000 | | | 11,491 | | | 23,003 | | | — | | | 2,292 | | | — | | | — | | | — | |
| | | | | |
| Executive | | | Year | | | 401(k) Plan Company Match ($) | | | 401(k) Plan Company 4% Contribution ($) | | | PRA SERP Company Contribution ($) | | | Relocation Expenses ($) | | | Life Insurance ($) | | | Severance ($) | | | Dividends Equivalents ($)(1) | | | Housing, Car, and Tax Prep Allowance ($) | | | Total Other Comp ($) | |
| Belgacem Chariag | | | 2021 | | | — | | | 11,600 | | | 48,463 | | | — | | | 1,542 | | | — | | | 123,446 | | | — | | | 185,051 | |
| 2020 | | | — | | | 11,400 | | | 65,602 | | | — | | | 2,388 | | | — | | | — | | | — | | | 79,390 | | |||
| 2019 | | | — | | | 11,200 | | | 34,035 | | | — | | | 2,388 | | | — | | | — | | | 50,847 | | | 98,470 | | |||
| Thomas Schneberger | | | 2021 | | | 8,700 | | | 11,600 | | | 8,316 | | | — | | | 1,175 | | | — | | | 13,509 | | | — | | | 43,300 | |
| 2020 | | | 8,550 | | | — | | | — | | | — | | | 1,820 | | | — | | | — | | | — | | | 10,370 | | |||
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Kurt J. Bitting(2) | | | 2021 | | | 8,700 | | | 17,400 | | | 10,522 | | | 2,971 | | | 1,036 | | | — | | | 28,111 | | | — | | | 68,740 | |
| 2020 | | | 8,550 | | | 17,100 | | | 14,314 | | | 22,175 | | | 1,371 | | | — | | | — | | | — | | | 63,510 | | |||
| 2019 | | | 8,253 | | | 16,800 | | | 3,577 | | | 21,753 | | | 1,056 | | | — | | | — | | | — | | | 51,439 | | |||
| Michael Feehan | | | 2021 | | | 8,700 | | | 11,600 | | | 2,296 | | | — | | | 842 | | | — | | | 24,057 | | | — | | | 47,495 | |
| 2020 | | | 8,076 | | | 11,400 | | | 4,755 | | | — | | | 1,261 | | | — | | | — | | | — | | | 25,492 | | |||
| 2019 | | | 7,791 | | | 11,200 | | | 1,721 | | | — | | | 1,208 | | | — | | | — | | | — | | | 21,920 | | |||
| Joseph S. Koscinski | | | 2021 | | | 8,700 | | | 11,600 | | | 10,675 | | | — | | | 1,314 | | | — | | | 28,111 | | | 28,971 | | | 89,371 | |
| 2020 | | | 8,550 | | | 11,400 | | | 15,251 | | | — | | | 1,915 | | | — | | | — | | | 26,004 | | | 63,120 | | |||
| 2019 | | | 8,400 | | | 11,200 | | | 11,152 | | | — | | | 1,915 | | | — | | | — | | | 28,332 | | | 60,999 | | |||
| Albert F. Beninati, Jr.(3)(5) | | | 2021 | | | 7,875 | | | 11,600 | | | 4,278 | | | 18,473 | | | 1,041 | | | — | | | 18,013 | | | — | | | 61,280 | |
| 2020 | | | 7,125 | | | 11,400 | | | 7,522 | | | 48,411 | | | 2,149 | | | — | | | — | | | 76,607 | | | | ||||
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Michael Crews(4)(5) | | | 2021 | | | 8,700 | | | — | | | — | | | — | | | 983 | | | 1,767,499 | | | 51,718 | | | — | | | 1,828,900 | |
| 2020 | | | 8,550 | | | 11,400 | | | 24,592 | | | — | | | 2,292 | | | — | | | — | | | — | | | 46,834 | | |||
| 2019 | | | 3,600 | | | 11,200 | | | 18,394 | | | — | | | 2,292 | | | — | | | — | | | — | | | 35,486 | |
(1) | Represents the $1.80 per share dividend paid when RSUs vested in 2021. |
(2) | Mr Bitting’s relocation expenses for: 2019 consisted of $16,415 plus a reimbursement of $5,338 for income taxes owed with respect to such reimbursement; 2020 consisted of $16,625 plus a reimbursement of $5,550 for income taxes owed with respect to such reimbursement; 2021 consisted of $2,090 plus a reimbursement of $881 for income taxes owed with respect to such reimbursement. |
(3) | Mr. Beninati’s relocation expenses for: 2020 consisted of $35,405 plus a reimbursement of $13,006 for income taxes owed with respect to such reimbursement; 2021 consisted of $13,212 plus a reimbursement of $5,261 for income taxes owed with respect to such reimbursement through his termination date. His employment with the Company terminated on August 2, 2021, which was the date that the Company completed the divestiture of its Performance Chemicals segment to a partnership between Cerberus Capital Management, L.P. and Koch Minerals & Trading, LLC. |
(4) | Mr. Crews’ employment with the company terminated on September 30, 2021. |
(5) | 2021 amounts are reflected for the period Messrs. Beninati and Crews were employed by the Company. |
2022 PROXY STATEMENT | | | | | 49 |
| | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||
| Name | | | Award | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | Name | | | Award | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||
| Belgacem Chariag | | | PQIP | | | — | | | 220,000 | | | 880,000 | | | 1,760,000 | | | — | | | — | | | — | | | — | | | — | | Belgacem Chariag | | | EIP | | | — | | | 288,000 | | | 960,000 | | | 1,920,000 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,999,999 | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 194,932 | | | 3,000,003 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 30,021 | | | 120,084 | | | 240,168 | | | — | | | 1,999,999 | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 129,955 | | | 2,000,007 | | |||||
| Michael Crews | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | | PSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | 16,244 | | | 64,977 | | | 129,954 | | | — | | | 999,996 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 625,012 | | Thomas Schneberger | | | EIP | | | — | | | 81,700 | | | 272,333 | | | 544,666 | | | — | | | — | | | — | | | — | | | — | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 9,382 | | | 37,526 | | | 75,052 | | | — | | | 624,996 | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 750,001 | | |||||
| Ray Kolberg | | | PQIP | | | — | | | 79,688 | | | 318,750 | | | 637,500 | | | — | | | — | | | — | | | — | | | — | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 500,006 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | | PSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | 4,061 | | | 16,244 | | | 32,488 | | | — | | | 249,995 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | Kurt J. Bitting | | | EIP | | | — | | | 81,225 | | | 270,750 | | | 541,500 | | | — | | | — | | | — | | | — | | | — | | |||
| Joseph S. Koscinski | | | PQIP | | | — | | | 55,000 | | | 220,000 | | | 440,000 | | | — | | | — | | | — | | | — | | | — | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 750,001 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | | PSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | 4,061 | | | 16,244 | | | 32,488 | | | — | | | 249,995 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | Michael Feehan | | | EIP | | | — | | | 47,145 | | | 157,149 | | | 314,298 | | | — | | | — | | | — | | | — | | | — | | |||
| Albert F. Beninati, Jr. | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 34,113 | | | 524,999 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 500,000 | | | PSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | 2,843 | | | 11,371 | | | 22,742 | | | — | | | 175,000 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 7,505 | | | 30,021 | | | 60,042 | | | — | | | 500,000 | | Joseph S. Koscinski | | | EIP | | | — | | | 70,125 | | | 223,750 | | | 467,500 | | | — | | | — | | | — | | | — | | | — | | |||
| Scott Randolph | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 750,001 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 450,001 | | | RSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 500,006 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 6,755 | | | 27,019 | | | 54,038 | | | — | | | 450,001 | | | PSU Grant | | | 1/18/2021 | | | — | | | — | | | — | | | 4,061 | | | 16,244 | | | 32,488 | | | — | | | 249,995 | |
(1) | Represents potential payments pursuant to the |
(2) | Represents grants made to the |
(3) | Represents grants made to the |
(4) | Amounts shown reflect the aggregate grant date fair value of the equity awards granted in |
| | | | 2022 PROXY STATEMENT | | |
| | | | | Option Awards | | | Stock Awards | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | # of Securities Underlying Unexercised Options (#) Exercisable(9) | | | # of Securities Underlying Unexercised Options (#) Unexercisable(9) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (9) | | | Option Exercise Price ($)(10) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(11)(13) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(11)(13) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(12) | | Name | | | Grant Date | | | # of Securities Underlying Unexercised Options Exercisable (#) | | | # of Securities Underlying Unexercised Options Unexercisable (#)(11) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#)(11) | | | Option Exercise Price ($)(12) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(13)(14) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(15) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(13)(14) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(15) | |
| Belgacem Chariag | | Belgacem Chariag | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/9/2018 | | | 241,316 | | | — | | | — | | | 15.70 | | | 8/9/2028 | | | — | | | — | | | — | | | — | | | | 8/9/2018 | | | 241,316 | | | — | | | — | | | 12.50 | | | 8/9/2028 | | | — | | | — | | | — | | | — | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 57,106 | | | 814,332 | | | — | | | — | | | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 28,553 | | | 292,383 | | | — | | | — | | ||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 142,765 | | | 2,035,829 | | | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 142,765 | | | 1,461,914 | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | | — | | | — | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 80,056 | | | 819,773 | | | — | | | — | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,229,660 | | ||
| Michael Crews | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 194,932 | | | 1,996,104 | | | — | | | — | | |||||||||||||||||||||||||||||||
| | | 8/1/2015 | | | 54,536 | | | — | | | — | | | 5.08 | | | 8/1/2025 | | | — | | | — | | | — | | | — | | | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | 129,955 | | | 1,330,739 | | | — | | | — | | ||
| | | 6/30/2016(5) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,945 | | | 184,596 | | | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 64,977 | | | 665,364 | | ||
| | | 6/30/2016(6) | | | 45,677 | | | 45,678 | | | 45,678 | | | 6.25 | | | 6/30/2026 | | | — | | | — | | | — | | | — | | Michael Feehan | | |||||||||||||||||||||||||||||||
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 9/19/2007(8) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,270 | | | 53,965 | | ||
| | | 10/2/2017 | | | 31,599 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 2/24/2010(8) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,316 | | | 85,156 | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 32,446 | | | 462,680 | | | — | | | — | | | | 1/15/2017(9) | | | 6,620 | | | 6,621 | | | 6,621 | | | 3.98 | | | 1/15/2027 | | | — | | | — | | | — | | | — | | ||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,670 | | | 694,034 | | | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 8,112 | | | 83,067 | | | — | | | — | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 535,135 | | | — | | | — | | | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,112 | | | 83,067 | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,526 | | | 535,121 | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 10,508 | | | 107,602 | | | — | | | — | | ||
| Ray Kolberg | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,253 | | | 53,791 | | |||||||||||||||||||||||||||||||
| | | 1/1/2016 | | | 54,536 | | | — | | | — | | | 5.08 | | | 1/1/2026 | | | — | | | — | | | — | | | — | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 34,113 | | | 349,317 | | | — | | | — | | ||
| | | 1/1/2017(6) | | | 30,896 | | | 30,896 | | | 30,896 | | | 7.18 | | | 1/1/2027 | | | — | | | — | | | — | | | — | | | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,371 | | | 116,439 | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | Kurt J. Bitting | | |||||||||||||||||||||||||||||||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | | | 5/4/2016(9)(10) | | | 38,064 | | | 38,064 | | | 38,064 | | | 3.04 | | | 5/4/2016 | | | — | | | — | | | — | | | — | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 8,112 | | | 83,067 | | | — | | | — | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 249,190 | | ||
| Joseph S. Koscinski | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 15,011 | | | 153,713 | | | — | | | — | | |||||||||||||||||||||||||||||||
| | | 11/1/2015 | | | 19,861 | | | — | | | — | | | 5.08 | | | 11/1/2025 | | | — | | | — | | | — | | | — | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 230,564 | | ||
| | | 10/2/2017 | | | 37,175 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 499,026 | | | — | | | — | | ||
| | | 10/2/2017 | | | 18,587 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,244 | | | 166,339 | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | Thomas Schneberger | | |||||||||||||||||||||||||||||||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 15,011 | | | 153,713 | | | — | | | — | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 230,564 | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 499,026 | | | — | | | — | | ||
| Albert F. Beninati, Jr. | | | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 332,687 | | | — | | | — | | |||||||||||||||||||||||||||||||
| | | 1/20/2020(2) | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | | | — | | | — | | | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,244 | | | 166,339 | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | |
| | | | 51 |
| | | | | Option Awards | | | Stock Awards | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | # of Securities Underlying Unexercised Options (#) Exercisable(9) | | | # of Securities Underlying Unexercised Options (#) Unexercisable(9) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (9) | | | Option Exercise Price ($)(10) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(11)(13) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(11)(13) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(12) | | Name | | | Grant Date | | | # of Securities Underlying Unexercised Options Exercisable (#) | | | # of Securities Underlying Unexercised Options Unexercisable (#)(11) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#)(11) | | | Option Exercise Price ($)(12) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(13)(14) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(15) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(13)(14) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(15) | |
| Scott Randolph | | Joseph S. Koscinski | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 9/19/2007(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 52,665 | | | 751,003 | | | | 11/1/2015 | | | 19,861 | | | — | | | — | | | 1.88 | | | 11/1/2025 | | | — | | | — | | | — | | | — | | ||
| | | 2/24/2010(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,238 | | | 459,714 | | | | 10/2/2017 | | | 37,175 | | | — | | | — | | | 11.97 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | ||
| | | 5/4/2016(8) | | | 152,318 | | | — | | | — | | | 6.24 | | | 5/4/2026 | | | — | | | — | | | — | | | — | | | | 10/2/2017 | | | 18,587 | | | — | | | — | | | 11.97 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | ||
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 8,112 | | | 83,067 | | | — | | | — | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 21,631 | | | 308,458 | | | — | | | — | | | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 249,190 | | ||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,447 | | | 462,694 | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 15,011 | | | 153,713 | | | — | | | — | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | | | — | | | — | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 230,564 | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 48,733 | | | 499,026 | | | — | | | — | | ||
| | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 332,687 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,244 | | | 166,339 | | |||||||||||||||||||||||||||||||||
| Albert F. Beninati, Jr. | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 20,014 | | | 204,943 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 307,415 | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 73,100 | | | 748,544 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,366 | | | 249,508 | | |||||||||||||||||||||||||||||||||
| Michael Crews | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/1/2015 | | | 54,536 | | | — | | | — | | | 1.88 | | | 9/30/2023 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 6/30/2016(8) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,945 | | | 132,557 | | |||||||||||||||||||||||||||||||||
| | | 6/30/2016(9) | | | 45,678 | | | — | | | 45,678 | | | 3.05 | | | 9/30/2023 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 11.97 | | | 9/30/2023 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 10/2/2017 | | | 31,599 | | | — | | | — | | | 11.97 | | | 9/30/2023 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,223 | | | 166,124 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,670 | | | 498,381 | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 25,018 | | | 256,184 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 25,017 | | | 256,174 | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 63,353 | | | 648,735 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 332,687 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,039 | | | 72,079 | |
(1) | Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2020, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |
(2) | Performance-based restricted stock units will vest at the end of the performance period, December 31, 2021, subject to the achievement of performance goals between the period of January 1, 2019 and December 31, 2021, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |
(3) | Time-based restricted stock units will vest in three equal annual installments beginning on January 20, 2021, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |
(4) | Performance-based restricted stock units will vest at the end of the performance period, December 31, |
(5) | Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2022, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |
52 | | | | | 2022 PROXY STATEMENT | | |
(6) | Time-based restricted stock units will vest in full on January 5, 2022, generally provided that the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
(7) | Performance-based restricted stock units will vest at the end of the performance period, December 31, 2023, subject to the achievement of performance goals between the period of January 1, 2021 and December 31, 2023, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |
(8) | Performance-based restricted shares will vest on achievement of the MOI Target, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
Performance-based stock options will vest on the achievement of the MOI Target, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
These options were granted in an exchange of equity in connection with a prior corporate reorganization. |
On September 28, 2017, the numbers of shares underlying outstanding Class A option awards were adjusted to reflect a stock split of 1 Class A share to 8.8275 common shares. |
On September 28, 2017, the option exercise prices of outstanding option awards were adjusted to reflect the |
On September 28, 2017, the numbers of restricted shares granted pursuant to outstanding restricted stock agreements were adjusted. |
The Board declared |
| | | Stock Awards | | | | Stock Awards | | ||||||||
| Executive | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) | | Executive | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) | |
| Belgacem Chariag | | | 66,267 | | | 937,216 | | Belgacem Chariag | | | 68,581 | | | 1,023,031 | |
| Michael Crews | | | 39,794 | | | 508,976 | | Thomas Schneberger | | | 7,505 | | | 116,290 | |
| Ray Kolberg | | | 32,758 | | | 454,638 | | Kurt J. Bitting | | | 15,617 | | | 230,726 | |
| Joseph S. Koscinski | | | 23,825 | | | 294,236 | | Michael Feehan | | | 13,365 | | | 195,833 | |
| Albert F. Beninati, Jr. | | | — | | | — | | Joseph S. Koscinski | | | 15,617 | | | 230,726 | |
| Scott Randolph | | | 34,386 | | | 418,825 | | Albert F. Beninati, Jr. | | | 10,007 | | | 155,058 | |
| Michael Crews | | | 28,732 | | | 422,685 | |
(1) | Amounts reflect the aggregate dollar value realized upon vesting by multiplying the number of shares that vested by the market value of the underlying Common Stock on the applicable vesting date. |
2022 PROXY STATEMENT | | | | | 53 |
| Name | | | Executive Contributions in Last FY ($) | | | Company Contributions in Last FY ($)(1) | | | Aggregate Earnings in Last FY ($)(2) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($)(3) | | Name | | | Executive Contributions in Last FY ($) | | | Company Contributions in Last FY ($)(1) | | | Aggregate Earnings in Last FY ($)(2) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($)(3) | |
| Belgacem Chariag | | | — | | | 65,602 | | | 10,265 | | | — | | | 44,299 | | Belgacem Chariag | | | — | | | 48,463 | | | 9,466 | | | — | | | 119,367 | |
| Michael Crews | | | — | | | 24,592 | | | 10,692 | | | — | | | 56,795 | | Thomas Schneberger | | | — | | | 8,316 | | | — | | | — | | | — | |
| Ray Kolberg | | | — | | | 19,387 | | | 14,644 | | | — | | | 104,933 | | Kurt J. Bitting | | | — | | | 10,522 | | | 2,713 | | | — | | | 25,498 | |
| Joseph S. Koscinski | | | — | | | 15,251 | | | 8,453 | | | — | | | 52,789 | | Michael Feehan | | | — | | | 2,296 | | | 2,780 | | | — | | | 23,263 | |
| Albert F. Beninati, Jr. | | | — | | | 7,522 | | | — | | | — | | | — | | Joseph S. Koscinski | | | — | | | 10,675 | | | 7,327 | | | — | | | 75,366 | |
| Scott Randolph | | | — | | | 23,382 | | | 40,846 | | | — | | | 324,551 | | Albert F. Beninati, Jr. | | | — | | | 4,278 | | | — | | | — | | | — | |
| Michael Crews | | | — | | | — | | | 8,592 | | | — | | | 89,980 | |
(1) | Represents Company contributions with respect to |
(2) | Earnings are credited quarterly, based on the returns of the appropriate Vanguard Retirement Fund. |
(3) | Represents balances under the PRA SERP plan as of December 31, |
54 | | | | | 2022 PROXY STATEMENT | | |
2022 PROXY STATEMENT | | | | | 55 |
56 | | | | | 2022 PROXY STATEMENT | | |
| | | Termination without Cause or for Good Reason without a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | $3,840,000 | | | $49,743 | | | — | | | $3,889,743 | |
| Michael Crews | | | $1,767,500 | | | $31,149 | | | — | | | $1,798,649 | |
| Ray Kolberg | | | $969,231 | | | $31,069 | | | — | | | $1,000,300 | |
| Joseph S. Koscinski | | | $1,317,500 | | | $14,433 | | | — | | | $1,331,933 | |
| Albert F. Beninati, Jr. | | | $848,077 | | | $24,288 | | | — | | | $872,365 | |
| | | Termination without Cause or for Good Reason with a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | $5,760,000 | | | $49,743 | | | — | | | $5,809,743 | |
| Michael Crews | | | $1,767,500 | | | $31,149 | | | — | | | $1,798,649 | |
| Ray Kolberg | | | $969,231 | | | $31,069 | | | — | | | $1,000,300 | |
| Joseph S. Koscinski | | | $1,317,500 | | | $14,433 | | | — | | | $1,331,933 | |
| Albert F. Beninati, Jr. | | | $848,077 | | | $24,288 | | | — | | | $872,365 | |
| | | Termination without Cause or for Good Reason without a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting ($)(3) | | | Total ($) | |
| Belgacem Chariag | | | 3,840,000 | | | 36,196 | | | — | | | 3,876,196 | |
| Thomas Schneberger | | | 754,519 | | | 28,142 | | | — | | | 782,661 | |
| Kurt J. Bitting | | | 971,923 | | | 39,120 | | | — | | | 1,011,043 | |
| Michael Feehan | | | 875,000 | | | 39,120 | | | — | | | 914,120 | |
| Joseph S. Koscinski | | | 1,317,500 | | | 15,132 | | | — | | | 1,332,632 | |
| | | Termination without Cause or for Good Reason with a Change in Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting ($)(3) | | | Total ($) | |
| Belgacem Chariag | | | 5,760,000 | | | 36,196 | | | — | | | 5,796,196 | |
| Thomas Schneberger | | | 754,519 | | | 28,142 | | | — | | | 782,661 | |
| Kurt J. Bitting | | | 971,923 | | | 39,120 | | | — | | | 1,011,043 | |
| Michael Feehan | | | 875,000 | | | 39,120 | | | — | | | 914,120 | |
| Joseph S. Koscinski | | | 1,317,500 | | | 15,132 | | | — | | | 1,332,632 | |
| | | Change of Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity ($)(3) | | | Total ($) | |
| Belgacem Chariag | | | — | | | — | | | — | | | — | |
| | | — | | | — | | | — | | | — | | |
| | | — | | | — | | | — | | | — | | |
| Michael Feehan | | | — | | | — | | | — | | | — | |
| Joseph S. Koscinski | | | — | | | — | | | — | | | — | |
| | | Termination due to Death, Disability or Retirement | | | | Termination Due to Death, Disability or Retirement | | ||||||||||||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | | Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting ($)(3) | | | Total ($) | |
| Belgacem Chariag | | | — | | | — | | | $1,908,738 | | | $1,908,738 | | Belgacem Chariag | | | — | | | — | | | 1,113,779 | | | 1,113,779 | |
| Michael Crews | | | — | | | — | | | $634,652 | | | $634,652 | | Thomas Schneberger | | | — | | | — | | | 223,665 | | | 223,665 | |
| Ray Kolberg | | | — | | | — | | | $334,987 | | | $334,987 | | Kurt J. Bitting | | | — | | | — | | | 223,665 | | | 223,665 | |
| Joseph S. Koscinski | | | — | | | — | | | $334,987 | | | $334,987 | | Michael Feehan | | | — | | | — | | | 79,847 | | | 79,847 | |
| Albert F. Beninati, Jr. | | | — | | | — | | | $141,273 | | | $141,273 | | Joseph S. Koscinski | | | — | | | — | | | 223,665 | | | 223,665 | |
(1) | Represents the cash severance amounts that would have been payable as a result of the event described in the table above, based on the named executive officer’s base salary and target bonus amount in effect as of December 31, |
(2) | Represents the estimated value of the Company – paid portion of the premium for health benefits for the applicable period. For purposes of these calculations, the estimates are based on the Company’s contribution rates as in effect on January 1, |
(3) | Represents the value of pro rata portion of the target number of PSUs granted in |
2022 PROXY STATEMENT | | | | | 57 |
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted-average exercise price of outstanding options, warrants and rights ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (#) | |
| | | (a) | | | (b) | | | (c) | | | | (a) | | | (b) | | | (c) | | ||
| Equity compensation plans approved by security holders | | | 4,980,206(1) | | | $9.84(2) | | | 12,405,315(3) | | Equity compensation plans approved by security holders | | | 5,509,327 | | | 6.99 | | | 11,157,366 | |
| Equity compensation plans not approved by security holders | | | 0 | | | 0 | | | 0 | | Equity compensation plans not approved by security holders | | | 0 | | | 0 | | | 0 | |
| Total | | | 4,980,206 | | | $9.84 | | | 12,405,315 | | Total | | | 5,509,327 | | | 6.99 | | | 11,157,366 | |
Represents the number of underlying shares of our Common Stock associated with outstanding options, RSUs and PSUs under stockholder approved plans and includes |
Represents weighted-average exercise price of options outstanding under the SIP and the 2017 Plan and takes into account the reduction in option exercise prices of outstanding option awards by |
Represents the number of underlying shares of our Common Stock authorized for issuance under future equity awards granted under the 2017 Plan, which reflects PSU performance at 100% of target. At maximum performance of 200% of target, the number of securities remaining available for future issuance under equity compensation plans would decrease to |
| | | | 2022 PROXY STATEMENT | | |
| | | | 59 |
| | | | 2022 PROXY STATEMENT | | |
| | | Fiscal 2020 | | | Fiscal 2019 | | |
| Audit | | | $3,271,617 | | | $3,271,617 | |
| Audit Related | | | $157,941 | | | $1,140,960 | |
| Tax | | | $1,733,712 | | | $1,475,056 | |
| All Other | | | $2,700 | | | $2,700 | |
| Total | | | $5,165,940 | | | $5,890,333 | |
| | | Fiscal 2021 | | | Fiscal 2020 | | |
| Audit | | | $3,612,000 | | | $3,271,617 | |
| Audit Related | | | $1,393,000 | | | $157,941 | |
| Tax | | | $939,145 | | | $1,733,712 | |
| All Other | | | $9,850 | | | $2,700 | |
| Total | | | $5,953,995 | | | $5,165,940 | |
| | | | 61 |
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