Ecovyst Inc.
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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 |
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. |
| | | | 1 |
2 | | | | | 2023 PROXY STATEMENT | | |
• | In Person. You may vote in person at the Annual Meeting by requesting a ballot from an usher. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the broker, bank or other nominee that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the broker, bank or other nominee that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election. |
• | Online. You may vote by proxy by visiting www.proxyvote.com and entering the control number found on your proxy card. The availability of online voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares. |
• | Phone. You may vote by proxy by calling the toll free number found on your proxy card. The availability of phone voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares. |
• | Mail. You may vote by proxy by filling out your proxy card and returning it in the envelope provided. |
• | Online. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted. |
• | Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted. |
• | Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card received prior to the Annual Meeting will be counted. |
2023 PROXY STATEMENT | | | | | 3 |
| | | | 2023 PROXY STATEMENT | | |
| Name | | | Age | | | Position | | | Class | |
| | | | | Non-Executive Chairman | ||||||
| | Class I | | ||||||||
| Jonny Ginns | | | | | Director | | | Class I | | |
| Kyle Vann | | | | | Director | | | Class I | | |
| Anna C. Catalano | | | 63 | | | Director | | | Class I | |
| Robert Coxon | | | ||||||||
| | Director | | | Class II | | |||||
| Susan F. Ward | | | | | Director | | | Class II | | |
| | | | | Director | | | Class II | | ||
| | | | | Director and CEO | | | Class III | | ||
| | | | | Director | | | Class III | | ||
| Timothy Walsh(2) | | | | | | | Class III | |
(1) | Nominated for election as a Class III director. Mr. Fogarty has submitted a conditional resignation as a Class I director effective as of immediately prior to the Annual Meeting. |
(2) | Mr. Walsh has decided not to stand for re-election and has submitted a resignation from the Board, effective immediately prior to the Annual Meeting. |
| | | | 5 |
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| | KURT J. BITTING Age: 47 | | | ||
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| | Age: 52 Independent Director | | | ||
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| | TIMOTHY WALSH Age: 60 Independent Director | | | Timothy Walsh has served on our Board since 2014. Mr. Walsh is a Managing Director of CCMP Capital Advisors, LP (“CCMP”), where he focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. Walsh was with J.P. Morgan Partners, LLC and its predecessors from 1993 until 2006. Prior to that, Mr. Walsh worked on various industry-focused client teams within The Chase Manhattan Corporation. Since 2017, Mr. Walsh has served on the Board of Directors of Hayward Group, Inc. and currently serves on and is chair of its Nominating and Corporate Governance Committee. Mr. Walsh previously served on the boards of directors of Milacron Holdings Corp. from 2012 until 2019. Because of his knowledge of the industrial sector and his extensive experience in business and finance, we believe Mr. Walsh is well qualified to serve on our Board. Mr. Walsh has decided not to stand for re-election to our Board and has submitted a resignation from the Board, effective immediately prior to the Annual Meeting. | |
6 | | | | | 2023 PROXY STATEMENT | | |
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| | KEVIN M. FOGARTY Age: 57 Non-Executive Chairman and Independent Director | | | Kevin M. Fogarty became a director and our Chairman in April 2022 and he became chairman of our Nominating and Corporate Governance Committee in July 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 as Chairman of the board of directors of P.H. Glatfelter Company, where he also is a member of its Compensation Committee. Since 2022, he also has served on the board of directors of OPAL Fuels Inc., where he also serves on its Audit and Compensation Committees. He formerly has served as a director of 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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| | ANNA C. CATALANO Age: 63 Independent Director | | | Anna C. Catalano has served on our Board since July 2022. Ms. Catalano has over 30 years of business experience, including senior roles at BP plc and its predecessor company, Amoco Corporation, until her retirement in 2003 and two decades of public and private board service. She co-founded The World Innovation Network, a nonprofit network of innovators to work toward global prosperity, and continued to work with that organization until 2021. She currently also serves on the boards of directors of HF Sinclair Corporation, where she is a member of the Nominating/Governance and Compensation Committees, Frontdoor, Inc., where she is the chair of the Compensation Committee, and Hexion, Inc. Previously, she served on the boards of directors of Willis Towers Watson, Kraton Corporation, Mead Johnson Nutrition and Chemtura Corporation. Because of her experience in, and knowledge of, the refining sector, including with respect to both traditional and renewable fuels, and extensive experience serving as both a public and private company director, we believe Ms. Catalano is well qualified to serve on our Board. | |
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| | JONNY GINNS Age: 49 Independent Director | | | Jonny Ginns has served on our Board since 2010. Mr. Ginns joined INEOS Group (“INEOS”) in 2006 as the Group General Counsel, having worked as an external lawyer for INEOS 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. He also is a director of Mercedes Benz Grand Prix Limited. Because of his significant core business skills, including financial and strategic planning, we believe Mr. Ginns is well qualified to serve on our Board. | |
| | | | 7 |
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KYLE VANN Age: 75 Independent Director | | | Kyle Vann has served on our Board since 2014. Mr. Vann | |||
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8 | | | | | 2023 PROXY STATEMENT | | |
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| | ROBERT COXON Age: 75 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 | |
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| | SUSAN F. WARD Age: 62 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. Since 2021, she also has served as a member of the board of Global Business Travel Group, Inc., where she also serves as chairperson of its Audit Committee and as a member of its Risk Management and Compliance Committee. She was elected to serve as a member of | |
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| | BRYAN K. BROWN Age: 55 Independent Director | | | ||
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| | | | 9 |
| | | | 2023 PROXY STATEMENT | | |
| Name | | | Ownership Requirement | | | Ownership(1) | |
| Robert Coxon | | | $625,000 | | | | |
| | | $625,000 | | | | ||
| Kyle Vann | | | $625,000 | | | | |
| | | $625,000 | | | | ||
| Bryan Brown(4) | | | $625,000 | | | 0.29x | |
| Kevin Fogarty(5) | | | $625,000 | | | 1.18x | |
| Susan F. Ward(6) | | | $625,000 | | | 0.69x | |
(1) |
(2) | Ms. Catalano joined our Board on July 27, 2022 and therefore has until July 27, 2027 to satisfy the stock ownership requirement. |
(3) | Mr. Bradley joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement. |
(4) | Mr. Brown joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement. |
(5) | Mr. Fogarty joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement, although he satisfied the requirement as of December 31, 2022. |
(6) | Ms. Ward joined our Board on June 1, |
| Name | | | Fees Earned or Paid in Cash ($)(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) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($)(3) | | | Total ($) | |
| Christopher Behrens | | | — | | | — | | | — | | | — | | | — | | Christopher Behrens(4) | | | — | | | — | | | — | | | — | | | — | |
| Greg Brenneman | | | — | | | — | | | — | | | — | | | — | | David A. Bradley | | | $34,203 | | | $199,995 | | | — | | | — | | | $234,198 | |
| Robert Coxon | | | 65,000 | | | 199,993 | | | — | | | — | | | 264,993 | | Greg Brenneman(5) | | | — | | | — | | | — | | | — | | | — | |
| Martin S. Craighead | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | | Bryan K. Brown | | | $34,203 | | | $199,995 | | | — | | | — | | | $234,198 | |
| Andy Currie | | | — | | | — | | | — | | | — | | | — | | Anna C. Catalano | | | $21,467 | | | $150,001 | | | — | | | — | | | $171,468 | |
| Jonny Ginns | | | — | | | — | | | — | | | — | | | — | | Robert Coxon(6) | | | $65,000 | | | $199,996 | | | — | | | $41,584 | | | $306,580 | |
| Mark McFadden | | | — | | | — | | | — | | | — | | | — | | Martin S. Craighead(7) | | | $28,668 | | | $199,996 | | | — | | | $41,584 | | | $270,248 | |
| Kimberly Ross(4) | | | 29,167 | | | 199,993(4) | | | — | | | — | | | 229,160(4) | | Kevin M. Fogarty | | | $74,847 | | | $399,990 | | | — | | | — | | | $474,837 | |
| Kyle Vann | | | 50,000 | | | 199,993 | | | — | | | — | | | 249,993 | | Andy Currie(8) | | | — | | | — | | | — | | | — | | | — | |
| Susan F. Ward(5) | | | 40,833 | | | 183,334 | | | — | | | — | | | 224,167 | | Jonny Ginns | | | — | | | — | | | — | | | — | | | — | |
| Timothy Walsh | | | — | | | — | | | — | | | — | | | — | | Mark McFadden(9) | | | — | | | — | | | — | | | — | | | — | |
| Kyle Vann | | | $50,000 | | | $199,996 | | | — | | | $41,584 | | | $291,580 | | |||||||||||||||||
| Susan F. Ward | | | $70,000 | | | $199,996 | | | — | | | $41,584 | | | $311,580 | | |||||||||||||||||
| Timothy Walsh(10) | | | — | | | — | | | — | | | — | | | — | |
(1) |
2023 PROXY STATEMENT | | | | | 11 |
(2) | As required by |
(3) | Amounts represent dividend equivalents received by such directors upon the vesting of their 12,995 outstanding restricted stock units in January 2022, related to the Board’s declaration of a special dividend of $3.20 per share in August 2021 in connection with the sale of the Performance Chemicals business. |
(4) | Mr. Behrens did not stand for re-election to our Board in 2022 and therefore left our Board effective on May 26, 2022. |
(5) | Mr. Brenneman resigned from our Board effective on July 27, 2022. |
(6) | As of December 31, |
(7) |
(8) |
(9) | Mr. McFadden resigned from our Board effective on |
(10) | Mr. Walsh has submitted a resignation from our Board, effective as of immediately prior to the Annual Meeting, and will not stand for re-election to our Board in 2023. |
12 | | | | | | |
2023 PROXY STATEMENT | | | | | 13 |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety and Environment | | Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety, Environment and Security | |
| Susan Ward(1) | | | * | | | | | | | | Susan F. Ward | | | * | | | | | | | | ||||||
| Kimberly Ross(1) | | | * | | | | | | | | Jonny Ginns | | | | | | | | | X | | ||||||
| Jonny Ginns | | | | | | | | | X | | Timothy Walsh | | | | | * | | | | | | ||||||
| Timothy Walsh | | | | | * | | | | | | Andrew Currie(1) | | | | | X | | | X | | | | |||||
| Andrew Currie | | | | | X | | | X | | | | Greg Brenneman(2) | | | | | | | * | | | | |||||
| Greg Brenneman | | | | | | | * | | | | Martin Craighead(3) | | | | | | | X | | | X | | |||||
| Martin Craighead | | | | | | | X | | | X | | Kyle Vann | | | X | | | X | | | | | | ||||
| Kyle Vann | | | X | | | X | | | | | | Robert Coxon | | | X | | | | | | | * | | ||||
| Robert Coxon | | | X | | | | | | | * | | Kevin M. Fogarty(4) | | | | | | | * | | | | |||||
| Number of meetings during fiscal 2020 | | | 5 | | | 4 | | | 1 | | | 2 | | David A. Bradley(5) | | | | | X | | | | | X | | ||
| Bryan K. Brown(6) | | | X | | | | | | | | |||||||||||||||||
| Anna C. Catalano(7) | | | | | | | X | | | | |||||||||||||||||
| Number of meetings during fiscal 2022 | | | 6 | | | 3 | | | 2 | | | 2 | |
(1) |
(2) |
(3) | Mr. Craighead served as a member of |
(4) | Mr. Fogarty became chairman of the Nominating and Corporate Governance Committee on July 27, 2022. |
(5) | Mr. Bradley became a member of the Compensation Committee on April 27, 2022 and the Health, Safety, Environment and Security Committee on July 27, 2022. |
| | | | 2023 PROXY STATEMENT | | |
(6) | Mr. Brown became a member of the Audit Committee on July 27, 2022. |
(7) | Ms. Catalano became a member of the Nominating and Corporate Governance Committee on July 27, 2022. |
* | Committee Chairperson |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Health, Safety, Environment and Security | |
| Susan F. Ward | | | * | | | | | | | | |||
| Jonny Ginns(1) | | | | | X | | | | | X | | ||
| Timothy Walsh | | | | | * | | | | | | |||
| Kyle Vann | | | X | | | X | | | | | | ||
| Robert Coxon | | | X | | | | | | | * | | ||
| Bryan K. Brown | | | X | | | | | X | | | | ||
| Anna C. Catalano | | | | | | | X | | | | |||
| David A. Bradley | | | | | X | | | | | X | | ||
| Kevin M. Fogarty | | | | | | | * | | | |
* | Committee Chairperson |
(1) | Mr. Ginns was elected to the Compensation Committee effective January 1, 2023. |
2023 PROXY STATEMENT | | | | | 15 |
16 | | | | | 2023 PROXY STATEMENT | | |
2023 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 SEC • 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 • Administration 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 | |
| | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 19 |
20 | | | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 21 |
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2023 PROXY STATEMENT | | | | | 23 |
24 | | | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 25 |
26 | | | | | 2023 PROXY STATEMENT | | |
| Name | | | Age | | | Position | |
| | | | | | |||
| Michael | | | | | | ||
| | | | | Vice President and President — | | ||
| | | | | Vice President and President — | |||
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| Joseph S. Koscinski | | | |||||
| | Vice President, Chief Administrative Officer, General Counsel and Secretary | | |||||
| | | 66 | | | Vice President — Environment and Sustainability | | |
| Sean Dineen | | | | | | Vice President — Strategy and Business Development | |
| | | | 27 |
| Name | | | Number of Shares | | | Percentage | | Name | | | Number of Shares | | | Percentage | |
| Beneficial holders of 5% or more of our outstanding Common Stock: | | | | 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(1) | | | 24,731,385 | | | 20.59% | |
| INEOS Limited(2) | | | 32,909,062 | | | 24.03% | | The Vanguard Group(2) | | | 8,485,192 | | | 7.06% | |
| Directors and named executive officers: | | | | Blackrock, Inc. and related companies(3) | | | 6,648,107 | | | 5.53% | | ||||
| Belgacem Chariag(3) | | | 415,599 | | | * | | Directors and named executive officers: | | | | ||||
| Greg Brenneman(4) | | | — | | | — | | Robert Coxon | | | 180,594 | | | * | |
| Timothy Walsh(4) | | | — | | | — | | Jonny Ginns | | | 152,843 | | | * | |
| Mark McFadden(4) | | | — | | | — | | Kyle Vann(4) | | | 192,467 | | | * | |
| Christopher Behrens(4) | | | — | | | — | | Susan F. Ward | | | 48,997 | | | * | |
| Robert Coxon(5) | | | 127,623 | | | * | | Bryan K. Brown | | | 1,016 | | | * | |
| Andrew Currie(6) | | | — | | | — | | Timothy Walsh(5) | | | — | | | * | |
| Jonny Ginns | | | 23,811 | | | * | | David A. Bradley | | | 20,000 | | | * | |
| Kyle Vann(7) | | | 129,020 | | | * | | Anna C. Catalano | | | — | | | * | |
| Martin Craighead | | | 68,942 | | | * | | Kevin M. Fogarty | | | 40,000 | | | * | |
| Susan F. Ward | | | — | | | — | | Kurt J. Bitting(6) | | | 197,755 | | | * | |
| Michael Feehan | | | 154,449 | | | * | |
| | | | 2023 PROXY STATEMENT | | |
| Name | | | Number of Shares | | | Percentage | |
| Joseph S. Koscinski(7) | | | 355,701 | | | * | |
| Paul Whittleston | | | — | | | * | |
| George L. Vann, Jr. | | | — | | | * | |
| Belgacem Chariag(8) | | | 1,074,648 | | | * | |
| Thomas Schneberger(9) | | | 132,923 | | | * | |
| All executive officers and directors as a group (16 persons)(10) | | | 1,201,507 | | | 1.00% | |
* | Indicates less than 1% |
(1) |
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. |
(2) |
(3) | Based upon information set forth in the |
(4) |
Includes 30,472 shares of our Common Stock that can be acquired upon the exercise of outstanding options. |
(5) |
(6) | Includes |
(7) | Includes |
(8) | Mr. Chariag’s employment as our President and |
(9) | Mr. Schneberger resigned as our President, and as President — Catalyst Technologies on November 29, 2022. |
(10) | Includes 124,298 shares of our |
| | | | 29 |
| | | | 2023 PROXY STATEMENT | | |
| Executive | | | Title | |
| | | | ||
| Michael | | | ||
and Vice President | | ||||
| Joseph S. Koscinski | | | Chief Administrative Officer, Vice President, | |
| |||||
| | Vice President and President — | | ||
| Paul Whittleston(3) | | | Vice President and President — Catalyst Technologies | |
| Belgacem Chariag(4) | | | Former Chairman, President and Chief Executive Officer | |
| Thomas Schneberger(5) | | | Former President of Ecovyst and Former President — Catalyst Technologies | |
(1) | Mr. |
(2) | Mr. Vann became our Vice President and President |
(3) | Mr. |
(4) | Mr. Chariag’s employment as our President and Chief Executive Officer was terminated without cause by the Board of Directors on April 25, 2022 and he also resigned as Chairman and member of the Board of Directors effective the same day. |
(5) | Mr. Schneberger resigned his positions as President of Ecovyst Inc. and as President — Catalyst Technologies effective on November 29, 2022. |
2023 PROXY STATEMENT | | | | | 31 |
| Executive | | | 2021 Base Salary | | | January 1, 2022 Base Salary | | | Date of Hire Post January 1, 2022 Base Salary | | | Mid-Year 2022 Adjustment | | | Date of Mid-Year Adjustment | | | Mid-Year 2022 Adjustment | | | Date of Mid-Year Adjustment | | | January 1, 2023 Base Salary | |
| Mr. Bitting | | | $361,000 | | | $400,000 | | | N/A | | | $500,000 | | | May 1, 2022 | | | $700,000 | | | October 1, 2022 | | | $700,000 | |
| Mr. Feehan | | | $325,000 | | | $375,000 | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | $400,000 | |
| Mr. Koscinski | | | $425,000 | | | $425,000 | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | $446,250 | |
| Mr. Vann | | | N/A | | | N/A | | | $345,000 | | | N/A | | | N/A | | | N/A | | | N/A | | | $365,000 | |
| Mr. Whittleston | | | N/A | | | N/A | | | $237,000 | | | N/A | | | N/A | | | N/A | | | N/A | | | $325,000 | |
| Mr. Schneberger | | | $380,000 | | | $400,000 | | | N/A | | | $500,000 | | | May 1, 2022 | | | N/A | | | N/A | | | N/A | |
| | | | | |
| Executive | | | Target 2021 Annual Incentive Opportunity as a Percentage of Base Pay | | | Target 2022 Annual Incentive Opportunity as a Percentage of Base Pay | | | Effective Date of Change or Date of Hire | | | Target 2023 Annual Incentive Opportunity as a Percentage of Base Pay | |
| Mr. Bitting | | | 75% | | | 100% | | | May 1, 2022 | | | 100% | |
| Mr. Koscinski | | | 55% | | | 65% | | | January 1, 2022 | | | 65% | |
| Mr. Whittleston | | | N/A | | | 50% | | | September 18, 2022 | | | 60% | |
| Mr. Schneberger | | | 75% | | | 100% | | | May 1, 2022 | | | N/A | |
| Executive | | | January 17, 2022 PSUs | | | January 17, 2022 RSUs | | | Special May 3, 2022 PSUs or New Hire RSUs | | | Grant Date Value(7) | | | Percent 2022 Grants Forfeited | |
| Mr. Bitting(1) | | | 24,295 | | | 218,660 | | | 24,876 | | | $2,750,011 | | | N/A | |
| Mr. Feehan(2) | | | 24,295 | | | 218,660 | | | N/A | | | $2,500,007 | | | N/A | |
| Mr. Koscinski(3) | | | 24,295 | | | 194,384 | | | N/A | | | $2,250,001 | | | N/A | |
| Mr. Vann(4) | | | N/A | | | N/A | | | 14,750 | | | $135,848 | | | N/A | |
| Mr. Chariag(5) | | | 97,181 | | | 485,909 | | | N/A | | | $5,999,996 | | | 98% | |
| Mr. Schneberger(6) | | | 24,295 | | | 218,660 | | | 24,876 | | | $2,750,011 | | | 100% | |
(1) | As a retention incentive, Mr. Bitting received 145,773 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with a three-year cliff vesting. On May 3, 2022, he received an additional 24,876 PSUs with a three-year cliff vesting. |
(2) | As a retention incentive, Mr. Feehan received 145,773 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with a three-year cliff vesting. |
(3) | As a retention incentive, Mr. Koscinski received 121,477 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with a three-year cliff vesting. |
(4) | Mr. Vann received a New Hire RSU grant on August 11, 2022 consisting of 14,750 RSUs with cliff vesting on July 1, 2023. |
(5) | As a retention incentive, Mr. Chariag received 194,363 time vesting RSUs with vesting on July 1, 2023, all of which were forfeited upon the termination of his employment without cause by our Board of Directors on April 25, 2022. He also received 291,546 time vesting RSUs with three-year rateable vesting, all of which were forfeited upon the termination of his employment without cause by our Board of Directors on April 25, 2022 and 97,181 PSUs with three-year cliff vesting, of which 87,064 of such PSUs were forfeited upon the termination of his employment without cause by our Board of Directors on April 25, 2022 and 10,117 of such PSUs remain eligible for vesting. More information about the vesting conditions and forfeiture of Mr. Chariag’s grants is contained in the discussion of Severance, below. |
(6) | As a retention incentive, Mr. Schneberger received 145,773 time vesting RSUs with vesting on July 1, 2023, all of which were forfeited upon his resignation on November 29, 2022. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with three-year cliff vesting, all of which were forfeited upon his resignation. He received an additional 24,876 PSUs on May 3, 2022, all of which were forfeited upon his resignation. |
(7) | Grant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of RSUs and PSUs granted by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The Grant Date Values displayed here differ from the values reflected in the Grants of Plan-Based Awards and Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718. |
2023 PROXY STATEMENT | | | | | 33 |
34 | | | | | 2023 PROXY STATEMENT | | |
| What We Do | | |||
| Peer Group Adjustment | | | The Company’s completion of the disposition of the Performance Materials and Performance Chemicals businesses, resulting in a smaller revenue-size organization in 2022. The Compensation Committee took action in 2021 to adjust its compensation peer group for 2022 to reflect companies of a smaller revenue size. | |
| Pay for | | | 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 | |
| Equity vesting on account of ordinary severance or severance due to a change in control | | | No automatic vesting of equity occurs | |
| 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. We intend to make any adjustments to our clawback policies that might be necessary to comply with the new SEC and NYSE requirements. | |
| 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 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. | |
2023 PROXY STATEMENT | | | | | 35 |
36 | | | | | 2023 PROXY STATEMENT | | |
| | |||||||
| Advansix, Inc. | | | FutureFuel | | | Lydall, Inc. | |
| American Vanguard Corp. | | | GCP Applied Technologies, Inc. | | | NN, Inc. | |
| Balchem Corporation | | | Hawkins, Inc. | | | Minerals Technologies, Inc. | |
| Chase Corporation | | | Ingevity Corporation | | | Quaker Chemical Corporation | |
| CMC Materials, Inc. | | | Innospec, Inc. | | | Sensient Technologies Corporation | |
| CSW Industrials, Inc. | | | Livent Corp. | | | Tredegar Corp. | |
| Ferro Corporation | | | LSB Industries, Inc. | | | US Ecology, Inc. | |
2023 PROXY STATEMENT | | | | | 37 |
| 2023 Compensation Peer Group(1) | | |||||||||
| Advansix, Inc. | | | Ingevity Corporation | | | Oil-Dri Corp. of America | | |||
| American Vanguard Corp. | | | Intrepid Potash, Inc. | | | Orion Engineered Carbons | | |||
| Balchem Corporation | | | Innospec, Inc. | | | Quaker Chemical Corporation | | |||
| | | | | Rayonier Advanced Materials, Inc. | | |||||
| CSW Industrials, Inc. | | | Livent Corp. | | | Sensient Technologies Corporation | | |||
| |||||||||||
| | LSB Industries, Inc. | | | Tredegar Corp. | | |||||
| Hawkins, Inc. | | | NN, Inc. | | | WD-40 Co. | |
(1) | Changes from 2022-2023 due to peers acquired and substitute peers added. |
| Executive | | | 2019 | | | 2020 | | Executive | | | Actual Base Pay Year End 2021 | | | Annualized Base Pay Year End 2022 | | | Annualized Base Pay January 1, 2023 | |
| Belgacem Chariag | | | $880,000 | | | $960,000 | | Mr. Bitting | | | $361,000 | | | $700,000 | | | $700,000 | |
| Michael Crews | | | $480,000 | | | $505,000 | | Mr. Feehan | | | $325,000 | | | $375,000 | | | $400,000 | |
| Ray Kolberg | | | $425,000 | | | $450,000 | | Mr. Koscinski | | | $425,000 | | | $425,000 | | | $446,250 | |
| Joseph S. Koscinski | | | $400,000 | | | $425,000 | | Mr. Vann(1) | | | N/A | | | $345,000 | | | $365,000 | |
| Albert F. Beninati, Jr. | | | $450,000 | | | $450,000(1) | | Mr. Whittleston(2) | | | N/A | | | $237,000 | | | $325,000 | |
| Scott Randolph | | | $480,000 | | | $495,000 | |
(1) |
(2) | Date of hire September 18, 2022. Mr. Whittleston was paid in British Pounds Sterling (“GBP”) in 2022; the above USD amounts were converted using December 2022 month-end foreign exchange rate of $1.21. |
38 | | | | | 2023 PROXY STATEMENT | | |
| Factor | | | Weight | |
| Adjusted EBITDA | | | 60% | |
| Adjusted Free Cash Flow | | | 20% | |
| | | | ||
| Environmental Releases / Deviations | | | 5% | |
| ADJUSTED EBITDA | | ||||||||||||||||||
| Category | | | Threshold | | | | | | | Target | | | | | Maximum | | |||
| Percentage Adjusted EBITDA Target | | | 94% | | | 96% | | | 98% | | | 100% | | | 102% | | | ≥104% | |
| Adjusted EBITDA (Millions) | | | $250.7 | | | $256.0 | | | $261.4 | | | $266.7 | | | $272.0 | | | $277.4 | |
| Percentage Adjusted EBITDA Target Bonus | | | 25% | | | 50% | | | 75% | | | 100% | | | 150% | | | 200% | |
| Percentage Total Target Bonus | | | 15% | | | 30% | | | 45% | | | 60% | | | 90% | | | 120% | |
| ADJUSTED FREE CASH FLOW | | ||||||||||||||||||
| Category | | | Threshold | | | | | | | Target | | | | | Maximum | | |||
| Percentage Adjusted Free Cash Flow Target | | | 85% | | | 90% | | | 95% | | | 100% | | | 110% | | | ≥120% | |
| Adjusted Free Cash Flow (Millions) | | | $100.7 | | | $106.7 | | | $112.6 | | | $118.5 | | | $130.4 | | | $142.2 | |
| Percentage Adjusted Free Cash Flow Target Bonus | | | 25% | | | 50% | | | 75% | | | 100% | | | 150% | | | 200% | |
| Percentage Total Target Bonus | | | 5% | | | 10% | | | 15% | | | 20% | | | 30% | | | 40% | |
2023 PROXY STATEMENT | | | | | 39 |
| HSE PERFECT DAYS | | |||||||||||||||
| Category | | | Threshold | | | | | Target | | | | | Maximum | | ||
| HSE Perfect Days | | | 313 | | | 323 | | | 333 | | | 344 | | | ≥355 | |
| Percentage HSE Perfect Days Target Bonus | | | 50% | | | 75% | | | 100% | | | 150% | | | 200% | |
| Percentage Total Target Bonus | | | 7.5% | | | 10% | | | 15% | | | 22.5% | | | 30% | |
| ENVIRONMENTAL RELEASES & DEVIATIONS | | |||||||||||||||
| Category | | | Threshold | | | | | Target | | | | | Maximum | | ||
| Environmental Releases / Deviations | | | 20 | | | 17 | | | 14 | | | 11 | | | ≤8 | |
| Percentage Environmental Releases / Deviations Target Bonus | | | 50% | | | 75% | | | 100% | | | 150% | | | 200% | |
| Percentage Total Target Bonus | | | 2.5% | | | 3.75% | | | 5% | | | 7.5% | | | 10% | |
| 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 | |
| | | There is a direct link between an improving safety record, higher worker productivity and sustained share value creation. | | |
| Environmental Releases / Deviations | | | This is a measurable indicator, tied to compensation, measuring the Company’s commitment to being a responsible environmental steward. | |
| | | | 2023 PROXY STATEMENT | | |
| 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 | |
| | | | ||
| Environmental Releases / Deviations | | | “Releases” are defined as any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or other loss of containment of a substance into the environment or to a contained area which is not a routine and acceptable part of the normal operation. “Deviations” are defined as performance contrary to a health, safety, environmental and security regulatory requirement (e.g., exceedance of an environmental permit parameter resulting from an unplanned outage of control equipment, a missed reporting deadline, issuance of a Notice of Violation or citation by the government, etc.). | |
| Executive | | | FYE Target Award as % of Base Pay | |
| | | 92% | | |
| Mr. Feehan | | | 75% | |
| Mr. Koscinski | | | 65% | |
| Mr. Vann | | | 60% | |
| Mr. Whittleston | | | 50% | |
| Mr. Chariag(2) | | | 100% | |
| |||||
| | |
(1) |
(2) | Mr. Chariag’s employment with the Company was terminated without cause by the Board on April 25, 2022 and he is entitled to an EIP award in a pro rata amount of the |
(3) | Mr. Schneberger resigned effective November 29, 2022 and he was not entitled |
| Category | | | Weight | | | Scale | | | Threshold | | | Target | | | Maximum | | | | ($ in Millions) | | |||||||
| Adjusted EBITDA | | | 60% | | | Performance as a percent of target | | | 94.5% | | | 100% | | | 103% | | Measurement Category | | | Target | | | Actual | | | Payout Achieved as a % of Target | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | Adjusted EBITDA | | | td66.7 | | | td80.0 | | | 200% | | ||||||
| Adjusted Free Cash Flow | | | 20% | | | Performance as a percent of target | | | 85.9% | | | 100% | | | 120% | | Adjusted Free Cash Flow | | | td18.5 | | | td45.9 | | | 200% | |
| Percentage of target bonus earned | | | 25% | | | 100% | | | 200% | | HSE Perfect Days | | | 333 | | | 330 | | | 97.9% | | ||||||
| Safety – Recordable Rate | | | 10% | | | Performance as a percent of target | | | 83.3% | | | 100% | | | 125% | | Environmental Releases / Deviations | | | 14 | | | 29 | | | 0% - Below Threshold | |
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | | |||||||||||||||||
| Safety-Perfect Days | | | 10% | | | Performance as a percent of target | | | 87.7% | | | 100% | | | 117.9% | | |||||||||||
| Percentage of target bonus earned | | | 50% | | | 100% | | | 200% | |
| | | | 41 |
| Safety Goal | | | Threshold | | | Target | | | Maximum | |
| Recordable Rate | | | 0.6 | | | 0.5 | | | 0.4 | |
| Number Perfect Days | | | 186 | | | 212 | | | 250 | |
| | | ($ 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 | |
| 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 | | | Adjusted EBITDA | | | Adjusted Free Cash Flow | | | Safety- Recordable Incidents | | | Safety- Perfect Days | | | Total PQIP Earned | |
| Belgacem Chariag | | | 0 | | | $157,565 | | | $192,000 | | | $192,000 | | | $541,565 | |
| Michael Crews | | | 0 | | | $62,164 | | | $75,750 | | | $75,750 | | | $213,664 | |
| Ray Kolberg | | | 0 | | | $55,394 | | | $67,500 | | | $67,500 | | | $190,394 | |
| Joseph S. Koscinski | | | 0 | | | $38,365 | | | $46,750 | | | $46,750 | | | $131,865 | |
| Albert F. Beninati, Jr. | | | 0 | | | $55,394 | | | $33,750 | | | $45,296 | | | $134,440 | |
| Executive | | | Adjusted EBITDA ($) | | | Adjusted Free Cash Flow($) | | | HSE Perfect Days ($) | | | Environmental Releases /Devs ($) | | | Total Dollar Value EIP Earned ($) | |
| Mr. Bitting | | | 580,000 | | | 193,334 | | | 61,625 | | | — | | | 834,959 | |
| Mr. Feehan | | | 337,500 | | | 112,500 | | | 39,023 | | | — | | | 489,023 | |
| Mr. Koscinski | | | 331,500 | | | 110,500 | | | 38,300 | | | — | | | 480,330 | |
| Mr. Vann | | | 99,000 | | | 33,000 | | | 6,961 | | | — | | | 138,961 | |
| Mr. Whittleston | | | 46,768 | | | 15,590 | | | 5,480 | | | — | | | 67,766 | |
| Mr. Chariag(1) | | | 359,803 | | | 119,934 | | | 41,602 | | | — | | | 521,339 | |
| Factor | | | Weight | |
| Adjusted EBITDA (Ecovyst) | | | 60% | |
| Adjusted Free Cash Flow (Ecovyst) | | | 20% | |
| | | 10% | | |
| Environmental Releases / Deviations (Ecovyst) | | | 10% | |
| Factor | | | Weight | |
| Adjusted EBITDA (Business) | | | 40% | |
| Adjusted EBITDA (Ecovyst) | | | 20% | |
| Adjusted Free Cash Flow (Ecovyst) | | | 20% | |
| HSE Perfect Days (Business) | | | 10% | |
| Environmental Releases / Deviations (Business) | | | 10% | |
42 | | | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 43 |
| Executive | | | January 17, 2022 PSUs | | | January 17, 2022 RSUs | | | Special May 3, 2022 PSUs or New Hire RSUs | | | Grant Date Value(7) | | | Percent 2022 Grants Forfeited | |
| Mr. Bitting(1) | | | 24,295 | | | 218,660 | | | 24,876 | | | 2,750,011 | | | N/A | |
| Mr. Feehan(2) | | | 24,295 | | | 218,660 | | | N/A | | | 2,500,007 | | | N/A | |
| Mr. Koscinski(3) | | | 24,295 | | | 194,384 | | | N/A | | | 2,250,001 | | | N/A | |
| Mr. Vann(4) | | | N/A | | | N/A | | | 14,750 | | | 135,848 | | | N/A | |
| Mr. Chariag(5) | | | 97,181 | | | 485,909 | | | N/A | | | 5,999,996 | | | 98% | |
| Mr. Schneberger(6) | | | 24,295 | | | 218,660 | | | 24,876 | | | 2,750,011 | | | 100% | |
(1) | As a retention incentive, Mr. Bitting received 145,773 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with three-year cliff vesting. He received an additional 24,876 PSUs with three-year cliff vesting on May 3, 2022. |
(2) | As a retention incentive, Mr. Feehan received 145,773 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with three-year cliff vesting. |
(3) | As a retention incentive, Mr. Koscinski received 121,477 time vesting RSUs with vesting on July 1, 2023. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with three-year cliff vesting. |
(4) | Mr. Vann received a New Hire RSU grant on August 11, 2022 consisting of 14,750 RSUs with cliff vesting on July 1, 2023. |
(5) | As a retention incentive, Mr. Chariag received 194,363 time vesting RSUs with vesting on July 1, 2023, all of which were forfeited upon the termination of his employment without cause by the Board of Directors on April 25, 2022. He also received 291,546 time vesting RSUs with three-year rateable vesting, all of which were forfeited upon the termination of his employment without cause by the Board of Directors on April 25, 2022, and 97,181 PSUs with three-year cliff vesting, of which 87,064 of such PSUs were forfeited upon the termination of his employment without cause by the Board of Directors, and 10,117 of such PSUs remain eligible to vest. More information about the vesting conditions and forfeiture of Mr. Chariag’s grants is contained in the discussion of Severance, below. |
(6) | As a retention incentive, Mr. Schneberger received 145,773 time vesting RSUs with vesting on July 1, 2023, all of which were forfeited upon his resignation on November 29, 2022. He also received 72,887 time vesting RSUs with three-year rateable vesting and 24,295 PSUs with three-year cliff vesting, all of which were forfeited upon his resignation. He received an additional 24,876 PSUs on May 3, 2022 all of which were forfeited upon his resignation. |
(7) | Grant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of RSUs and PSUs granted by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The Grant Date Values displayed here differ from the values reflected in the Grants of Plan-Based Awards and Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718. |
| | | | | |
| 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 | |
| Performance Level | | | Three-Year Average ROANTA | | | PSUs Earned as a Percentage of Target | |
| Maximum | | | 18.1% | | | 200% | |
| | | 17.9% | | | 150% | | |
| Target | | | 17.7% | | | 100% | |
| | | 17.25% | | | 50% | | |
| Threshold | | | 16.8% | | | 25% | |
| | | |
| Performance Level | | | Relative TSR Performance - Percentile Rank in Russell 2000 Index | | | PSUs Earned as a Percentage of Target | |
| Maximum | | | 75th Percentile | | | 200% | |
| | | 62.5th Percentile | | | 150% | | |
| Target | | | 50th Percentile | | | 100% | |
| | | 32.5th Percentile | | | 50% | | |
| Threshold | | | 25th Percentile | | | 25% | |
| Factor | | | ROANTA | | | TSR vs. Russell 2000 | |
| Weight | | | 50% | | | 50% | |
| Performance Over Three-Year Performance Period | | | 17.28% | | | 34.6th Percentile | |
| PSUs Earned as a Percentage of Target | | | 53.3% | | | 56.0% | |
| Executive | | | Number of PSUs at Target | | | Number of PSUs Actually Earned(1) | | | Dollar Value of PSUs Actually Earned(2) | |
| Mr. Bitting | | | 22,516 | | | 12,271 | | | $108,723 | |
| Mr. Feehan | | | 5,253 | | | 2,863 | | | $25,365 | |
| Mr. Koscinski | | | 22,516 | | | 12,271 | | | $108,723 | |
(1) | The number of PSUs earned is determined by calculating the number of PSUs for each target by the percentage earned, rounding up to the nearest share. |
(2) | Calculated as of year-end trading price of $8.86 per share. |
46 | | | | | 2023 PROXY STATEMENT | | |
| Name | | | Number of PSUs Granted at Target | | | Number of RSUs Granted | | | Grant Date Value | | Executive | | | PSUs | | | RSUs | | | Grant Date Value(6) | |
| Belgacem Chariag(1) | | | 64,977 | | | 324,887 | | | $6,000,007 | | Mr. Bitting(1) | | | 198,170 | | | 106,708 | | | $3,000,000 | |
| Michael Crews(2) | | | 21,117 | | | 95,842 | | | $1,799,999 | | Mr. Feehan(2) | | | 50,813 | | | 50,813 | | | $1,000,000 | |
| Ray Kolberg(3) | | | 8,122 | | | 24,367 | | | $500,006 | | Mr. Koscinski(3) | | | 60,975 | | | 60,976 | | | $1,199,998 | |
| Joseph S. Koscinski(4) | | | 16,244 | | | 81,222 | | | $1,500,002 | | Mr. Vann(4) | | | 33,028 | | | 33,029 | | | $650,001 | |
| Albert F. Beninati, Jr.(5) | | | 24,366 | | | 73,100 | | | $1,500,002 | | Mr. Whittleston(5) | | | 33,028 | | | 33,029 | | | $650,001 | |
| Scott Randolph(6) | | | N/A | | | N/A | | | N/A | |
(1) | Mr. |
(2) | Mr. |
(3) | Mr. |
(4) | Mr. |
(5) | Mr. |
(6) |
2023 PROXY STATEMENT | | | | | 47 |
| | | | 2023 PROXY STATEMENT | | |
| Name | | | Ownership Requirement Relative to Annual Base Salary | | | Actual Ownership | |
| | | 5x | | | | ||
| | | 3x | | | | ||
| | | 3x | | | | ||
| | | 3x | | | | ||
| | | 3x | | | |
(1) |
(2) | Mr. Bitting's start date as CEO was April 25, 2022 and he, therefore, has until April 25, 2027 to satisfy the 5X holding requirement, but he nevertheless has met the requirement as of |
(3) | Mr. Feehan's period to satisfy the holding requirement ends on August 1, 2026, but he nevertheless met the holding requirement as of December 31, 2022. |
(4) | Mr. Koscinski's five-year period to satisfy the holding requirement ended on September 29, 2022 and he satisfies the 3X holding requirement. |
(5) | Mr. Vann's five-year compliance period ends on August 8, 2027. |
(6) | Mr. Whittleston’s employment with the Company began on September 18, 2022. The Company made its initial grant of RSUs and PSUs to Mr. Whittleston on January 16, 2023. Mr. Whittleston’s five-year compliance period ends on September 18, 2027. |
| | | | 49 |
| Name and Principal Position | | | Year | | | Salary ($) | | | 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 ($)(8) | | | Non-Equity Incentive Plan Compensation ($)(9) | | | All Other Compensation ($)(10) | | | Total ($) | |
| Belgacem Chariag, Chairman, President and Chief Executive Officer(1) | | | 2020 | | | 960,000 | | | — | | | 3,999,998 | | | — | | | 541,565 | | | 79,390 | | | 5,580,953 | | Mr. Bitting(1) Chief Executive Officer | | | 2022 | | | 516,667 | | | — | | | 2,670,440 | | | 834,959 | | | 356,594 | | | 4,378,660 | |
| 2019 | | | 880,000 | | | — | | | 3,519,998 | | | — | | | 965,055 | | | 98,470 | | | 5,463,523 | | | 2021 | | | 361,000 | | | — | | | 999,996 | | | 487,350 | | | 68,740 | | | 1,917,086 | | |||||
| 2018 | | | 347,536 | | | — | | | 1,320,008 | | | 1,319,999 | | | 250,865 | | | 22,353 | | | 3,260,761 | | | 2020 | | | 336,000 | | | — | | | 750,008 | | | 104,361 | | | 63,510 | | | 1,253,879 | | |||||
| Michael Crews, EVP and Chief Financial Officer | | | 2020 | | | 505,000 | | | — | | | 1,250,008 | | | — | | | 213,664 | | | 46,834 | | | 2,015,506 | | Mr. Feehan(2) Chief Financial Officer | | | 2022 | | | 375,000 | | | — | | | 2,467,452 | | | 489,023 | | | 181,073 | | | 3,512,548 | |
| 2019 | | | 480,000 | | | — | | | 1,499,994 | | | — | | | 394,795 | | | 35,486 | | | 2,410,275 | | | 2021 | | | 294,239 | | | — | | | 699,999 | | | 295,964 | | | 47,495 | | | 1,337,697 | | |||||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 47,138 | | | 787,000 | | | 2020 | | | 269,198 | | | 35,000 | | | 350,005 | | | 53,152 | | | 25,492 | | | 732,847 | | |||||
| Ray Kolberg, Vice President and President, Catalysts | | | 2020 | | | 450,000 | | | — | | | 750,008 | | | — | | | 190,394 | | | 41,372 | | | 1,431,774 | | Mr. Koscinski(3) Chief Administrative Officer, Vice President, General Counsel, and Secretary | | | 2022 | | | 425,000 | | | — | | | 2,217,446 | | | 480,330 | | | 400,779 | | | 3,523,555 | |
| 2019 | | | 425,000 | | | — | | | 750,004 | | | — | | | 319,675 | | | 37,248 | | | 1,531,927 | | | 2021 | | | 425,000 | | | — | | | 1,500,002 | | | 440,228 | | | 89,371 | | | 2,454,601 | | |||||
| 2018 | | | 425,000 | | | — | | | — | | | — | | | 245,319 | | | 40,035 | | | 710,354 | | | 2020 | | | 425,000 | | | — | | | 750,008 | | | 131,865 | | | 63,120 | | | 1,369,993 | | |||||
| Joseph S. Koscinski, Vice President, Secretary, and General Counsel | | | 2020 | | | 425,000 | | | — | | | 750,008 | | | — | | | 131,865 | | | 63,120 | | | 1,369,993 | | Mr. Vann(4) Vice President and President, Ecoservices | | | 2022 | | | 137,500 | | | 50,000 | | | 137,765 | | | 138,961 | | | 215,807 | | | 680,033 | |
| 2019 | | | 400,000 | | | — | | | 750,004 | | | — | | | 241,264 | | | 60,999 | | | 1,452,267 | | Mr. Whittleson(5) Vice President and President, Catalyst Technologies | | | 2022 | | | 77,948 | | | — | | | — | | | 67,766 | | | 12,842 | | | 158,556 | | |||
| 2018 | | | 400,000 | | | — | | | — | | | — | | | 158,805 | | | 49,152 | | | 607,957 | | Mr. Chariag(6) Former Chairman, President and Chief Executive Officer | | | 2022 | | | 320,000 | | | — | | | 5,869,774 | | | 521,339 | | | 2,247,201 | | | 8,958,314 | | |||
| Albert F. Beninati, Jr., Vice President and President, Performance Chemicals(2) | | | 2020 | | | 450,000 | | | — | | | 1,000,000 | | | — | | | 134,440 | | | 76,607 | | | 1,661,047 | | | 2021 | | | 960,000 | | | — | | | 6,000,007 | | | 1,807,997 | | | 185,051 | | | 8,953,055 | | ||
| 2019 | | | 37,500 | | | — | | | — | | | — | | | — | | | 23,039 | | | 60,539 | | | 2020 | | | 960,000 | | | — | | | 3,999,998 | | | 541,565 | | | 79,390 | | | 5,580,953 | | |||||
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Mr. Schneberger(7) Former President of Ecovyst and Former President, Catalyst Technologies | | | 2022 | | | 425,000 | | | — | | | 2,670,440 | | | — | | | 193,471 | | | 3,288,911 | | |||
| Scott Randolph, Vice President and President, Performance Materials(3) | | | 2020 | | | 474,375 | | | — | | | 900,003 | | | — | | | — | | | 1,778,124 | | | 3,152,502 | | | 2021 | | | 380,000 | | | — | | | 1,500,002 | | | 531,050 | | | 43,300 | | | 2,454,352 | | ||
| 2019 | | | 480,000 | | | — | | | 1,000,001 | | | — | | | 374,545 | | | 40,286 | | | 1,894,832 | | | 2020 | | | 380,000 | | | — | | | 750,008 | | | 117,903 | | | 10,370 | | | 1,258,281 | | |||||
| 2018 | | | 480,000 | | | — | | | — | | | — | | | 259,862 | | | 56,036 | | | 795,898 | |
(1) | Mr. |
(2) | Mr. Feehan received a $35,000 cash bonus in December of 2020 for his work on the successful sale of the Company's Performance Materials segment. |
(3) | Mr. Koscinski took on the additional role of Chief Administrative Officer, effective January 1, 2023. |
(4) | Mr. Vann joined the Company as Vice President and President — Ecoservices on August |
(5) | Mr. |
(6) | Mr. |
(7) | Mr. Schneberger’s employment with the Company terminated due to his resignation on November 29, 2022. As a result of his resignation, his annual non-equity incentive plan compensation for 2022 was forfeited. |
(8) | The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Bitting, Feehan, Koscinski, Vann, Chariag, |
| | | |
| Executive | | | Year | | | 401(k) Plan Company Match ($) | | | 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 | | | — | | | — | | | — | |
| |
(9) | The amounts reported in this column represent the annual non-equity incentive plan compensation earned by our named executive officers under the EIP in 2022 and 2021, and its predecessor plan (known as the PQIP) in 2020 as a result of the achievement of certain Company performance objectives, as described above. |
(10) | The amounts shown in the All Other Compensation column for 2022, 2021, and 2020 include the following: |
| Executive | | | Year | | | 401(k) Plan Company Match ($) | | | 401(k) Plan Company Contribution ($) | | | PRA SERP Company Contribution ($) | | | Relocation Expenses ($) | | | Life Insurance ($) | | | Severance ($) | | | Dividends Equivalents ($)(1) | | | Housing, Car, and Tax Prep Allowance ($) | | | Total Other Comp ($) | |
| Mr. Bitting(2) | | | 2022 | | | 9,150 | | | 18,300 | | | 41,941 | | | 10,566 | | | 1,116 | | | — | | | 275,521 | | | — | | | 356,594 | |
| 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 | | |||
| Mr. Feehan | | | 2022 | | | 9,150 | | | 12,200 | | | 14,941 | | | — | | | 1,005 | | | — | | | 143,777 | | | — | | | 181,073 | |
| 2021 | | | 8,700 | | | 11,600 | | | 2,296 | | | — | | | 842 | | | — | | | 24,057 | | | — | | | 47,495 | | |||
| 2020 | | | 8,076 | | | 11,400 | | | 4,755 | | | — | | | 1,261 | | | — | | | — | | | — | | | 25,492 | | |||
| Mr. Koscinski | | | 2022 | | | 9,150 | | | 12,200 | | | 22,409 | | | — | | | 1,314 | | | — | | | 355,706 | | | — | | | 400,779 | |
| 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 | | |||
| Mr. Vann(3) | | | 2022 | | | 2,588 | | | — | | | — | | | 212,953 | | | 266 | | | — | | | — | | | — | | | 215,807 | |
| Mr. Whittleston(4) | | | 2022 | | | 5,863 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,979 | | | 12,842 | |
| Mr. Chariag(5) | | | 2022 | | | — | | | — | | | — | | | — | | | 514 | | | 1,280,000 | | | 966,687 | | | — | | | 2,247,201 | |
| 2021 | | | — | | | 11,600 | | | 48,463 | | | — | | | 1,542 | | | — | | | 123,446 | | | — | | | 185,051 | | |||
| 2020 | | | — | | | 11,400 | | | 65,602 | | | — | | | 2,388 | | | — | | | — | | | — | | | 79,390 | | |||
| Mr. Schneberger(6) | | | 2022 | | | 9,150 | | | — | | | — | | | — | | | 1,077 | | | — | | | 193,471 | | | — | | | 203,698 | |
| 2021 | | | 8,700 | | | 11,600 | | | 8,316 | | | — | | | 1,175 | | | — | | | 13,509 | | | — | | | 43,300 | | |||
| 2020 | | | 8,550 | | | — | | | — | | | — | | | 1,820 | | | — | | | — | | | — | | | 10,370 | |
(1) | Represents the $1.80 per share dividend paid when RSUs vested in 2021 and the $1.80 per share and $3.20 per share dividends paid when RSUs and PSUs vested in 2022. |
(2) | Mr Bitting’s relocation expenses for: 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; 2022 consisted of $6,408 plus a reimbursement of $4,158 for income taxes owed with respect to such reimbursement. |
(3) | Mr. Vann's relocation expenses consisted of $154,398 plus a reimbursement of $58,555 for income taxes owed with respect to such reimbursement. |
(4) | Mr. Whittleston's 401(k) match is a company match on his UK DC pension scheme. Mr. Whittleston was paid in GBP in 2022; the above USD amounts were converted using December 2022 month-end foreign exchange rate of $1.21. |
(5) | Mr. Chariag’s employment with the company was terminated without cause by the Board of Directors on April 25, 2022. As a result, he was entitled to the severance payment as described in the “Transition and General Release Agreement with Mr. Chariag” section above. |
(6) | Mr. Schneberger’s employment with the company terminated upon his resignation effective on November 29, 2022. |
2023 PROXY STATEMENT | | | | | 51 |
| | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock and Option Awards ($)(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 | | | — | | | — | | | — | | | — | | | — | | Mr. Bitting | | | EIP | | | — | | | 145,000 | | | 483,334 | | | 966,668 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,999,999 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 750,007 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 30,021 | | | 120,084 | | | 240,168 | | | — | | | 1,999,999 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 145,773 | | | 1,500,004 | | |||||
| Michael Crews | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | | PSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | 12,148 | | | 24,295 | | | 48,590 | | | — | | | 217,440 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 625,012 | | | PSU Grant | | | 5/03/2022 | | | — | | | — | | | — | | | 12,438 | | | 24,876 | | | 49,752 | | | — | | | 202,988 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 9,382 | | | 37,526 | | | 75,052 | | | — | | | 624,996 | | Mr. Feehan | | | EIP | | | — | | | 84,375 | | | 281,250 | | | 562,500 | | | — | | | — | | | — | | | — | | | — | | |||
| Ray Kolberg | | | PQIP | | | — | | | 79,688 | | | 318,750 | | | 637,500 | | | — | | | — | | | — | | | — | | | — | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 750,007 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 145,773 | | | 1,500,004 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | | PSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | 12,148 | | | 24,295 | | | 48,590 | | | — | | | 217,440 | | |||||
| Joseph S. Koscinski | | | PQIP | | | — | | | 55,000 | | | 220,000 | | | 440,000 | | | — | | | — | | | — | | | — | | | — | | Mr. Koscinski | | | EIP | | | — | | | 82,875 | | | 276,250 | | | 552,500 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 375,004 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 750,007 | | |||||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 5,629 | | | 22,516 | | | 45,032 | | | — | | | 375,004 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 121,477 | | | 1,249,998 | | |||||
| Albert F. Beninati, Jr. | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | | PSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | 12,148 | | | 24,295 | | | 48,590 | | | — | | | 217,440 | | ||
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 500,000 | | Mr. Vann | | | EIP | | | — | | | 24,750 | | | 82,500 | | | 165,000 | | | — | | | — | | | — | | | — | | | — | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 7,505 | | | 30,021 | | | 60,042 | | | — | | | 500,000 | | | RSU Grant | | | 8/11/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 14,750 | | | 137,765 | | |||||
| Scott Randolph | | | PQIP | | | — | | | 90,000 | | | 360,000 | | | 720,000 | | | — | | | — | | | — | | | — | | | — | | Mr. Whittleston | | | EIP | | | — | | | 11,692 | | | 38,974 | | | 77,948 | | | — | | | — | | | — | | | — | | | — | |
| RSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 450,001 | | Mr. Chariag | | | EIP | | | — | | | 89,951 | | | 299,836 | | | 599,672 | | | — | | | — | | | — | | | — | | | — | | |||
| PSU Grant | | | 1/20/2020 | | | — | | | — | | | — | | | 6,755 | | | 27,019 | | | 54,038 | | | — | | | 450,001 | | | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 291,546 | | | 3,000,008 | | |||||
| | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 194,363 | | | 1,999,995 | | ||||||||||||||||||||||||||||||||||
| PSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | 48,591 | | | 97,181 | | | 194,362 | | | — | | | 869,770 | | |||||||||||||||||||||||||||||||||||
Mr. Schneberger | | | EIP | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 750,007 | | |||||||||||||||||||||||||||||||||||
| | RSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 145,773 | | | 1,500,004 | | ||||||||||||||||||||||||||||||||||
| PSU Grant | | | 1/17/2022 | | | — | | | — | | | — | | | 12,148 | | | 24,295 | | | 48,590 | | | — | | | 217,440 | | |||||||||||||||||||||||||||||||||||
| PSU Grant | | | 5/03/2022 | | | — | | | — | | | — | | | 12,438 | | | 24,876 | | | 49,752 | | | — | | | 202,988 | |
(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 |
| | | | 2023 PROXY STATEMENT | | |
| | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||
| Name | | | Grant Date | | | # of Securities Underlying Unexercised Options (#) Exercisable(9) | | | # of Securities Underlying Unexercised Options (#) Unexercisable(9) | | | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) (9) | | | Option Exercise Price ($)(10) | | | Option Expiration Date | | | # of Shares or Units of Stock That have Not Vested (#)(11)(13) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(12) | | | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#)(11)(13) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(12) | |
| Belgacem Chariag | | ||||||||||||||||||||||||||||||
| | | 8/9/2018 | | | 241,316 | | | — | | | — | | | 15.70 | | | 8/9/2028 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 57,106 | | | 814,332 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 142,765 | | | 2,035,829 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,084 | | | 1,712,398 | | |
| Michael Crews | | ||||||||||||||||||||||||||||||
| | | 8/1/2015 | | | 54,536 | | | — | | | — | | | 5.08 | | | 8/1/2025 | | | — | | | — | | | — | | | — | | |
| | | 6/30/2016(5) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,945 | | | 184,596 | | |
| | | 6/30/2016(6) | | | 45,677 | | | 45,678 | | | 45,678 | | | 6.25 | | | 6/30/2026 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 31,599 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 32,446 | | | 462,680 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,670 | | | 694,034 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 37,527 | | | 535,135 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,526 | | | 535,121 | | |
| Ray Kolberg | | ||||||||||||||||||||||||||||||
| | | 1/1/2016 | | | 54,536 | | | — | | | — | | | 5.08 | | | 1/1/2026 | | | — | | | — | | | — | | | — | | |
| | | 1/1/2017(6) | | | 30,896 | | | 30,896 | | | 30,896 | | | 7.18 | | | 1/1/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | |
| Joseph S. Koscinski | | ||||||||||||||||||||||||||||||
| | | 11/1/2015 | | | 19,861 | | | — | | | — | | | 5.08 | | | 11/1/2025 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 37,175 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 10/2/2017 | | | 18,587 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 16,224 | | | 231,354 | | | — | | | — | | |
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,335 | | | 347,017 | | |
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 321,078 | | |
| Albert F. Beninati, Jr. | | ||||||||||||||||||||||||||||||
| | | 1/20/2020(2) | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | | | — | | | — | | |
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,021 | | | 428,099 | |
| | | | | Option Awards | | | Stock Awards | | | | | | 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 | | Mr. Bitting | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 9/19/2007(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 52,665 | | | 751,003 | | | | 5/4/2016(1)(2) | | | 38,064 | | | 38,064 | | | 38,064 | | | 3.04 | | | 5/4/2026 | | | — | | | — | | | — | | | — | | ||
| | | 2/24/2010(5)(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,238 | | | 459,714 | | | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 7,506 | | | 76,861 | | | — | | | — | | ||
| | | 5/4/2016(8) | | | 152,318 | | | — | | | — | | | 6.24 | | | 5/4/2026 | | | — | | | — | | | — | | | — | | | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 199,492 | | ||
| | | 10/2/2017 | | | 55,762 | | | — | | | — | | | 15.17 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 287,853 | | | — | | | — | | ||
| | | 3/11/2019(1) | | | — | | | — | | | — | | | — | | | — | | | 21,631 | | | 308,458 | | | — | | | — | | | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,244 | | | 143,922 | | ||
| | | 3/11/2019(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,447 | | | 462,694 | | | | 1/17/2022(7) | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 646,070 | | | — | | | — | | ||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | | | — | | | — | | | | 1/17/2022(8) | | | — | | | — | | | — | | | — | | | — | | | 145,773 | | | 1,291,549 | | | — | | | — | | ||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,019 | | | 385,291 | | | | 1/17/2022(9) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,295 | | | 215,254 | | ||
| | | 5/3/2022(9) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,876 | | | 220,401 | | |||||||||||||||||||||||||||||||||
| Mr. Feehan | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 9/19/2007(10) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,270 | | | 46,692 | | |||||||||||||||||||||||||||||||||
| | | 2/24/2010(10) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,316 | | | 73,680 | | |||||||||||||||||||||||||||||||||
| | | 1/15/2017(1) | | | 6,620 | | | 6,621 | | | 6,621 | | | 3.98 | | | 1/15/2027 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 5,254 | | | 46,550 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,253 | | | 46,542 | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 22,742 | | | 201,494 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,371 | | | 100,747 | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(7) | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 645,779 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(8) | | | — | | | — | | | — | | | — | | | — | | | 145,773 | | | 1,291,549 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(9) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,295 | | | 215,254 | | |||||||||||||||||||||||||||||||||
| Mr. Koscinski | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 10/2/2017 | | | 37,175 | | | — | | | — | | | 11.97 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 10/2/2017 | | | 18,587 | | | — | | | — | | | 11.97 | | | 10/2/2027 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(3) | | | — | | | — | | | — | | | — | | | — | | | 7,506 | | | 66,503 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 22,516 | | | 199,492 | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(5) | | | — | | | — | | | — | | | — | | | — | | | 32,489 | | | 287,853 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,244 | | | 143,922 | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(7) | | | — | | | — | | | — | | | — | | | — | | | 72,887 | | | 645,779 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(8) | | | — | | | — | | | — | | | — | | | — | | | 121,477 | | | 1,076,286 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(9) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,295 | | | 215,254 | | |||||||||||||||||||||||||||||||||
| Mr. Vann | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/11/2022(8) | | | — | | | — | | | — | | | — | | | — | | | 14,750 | | | 130,744 | | | — | | | — | | |||||||||||||||||||||||||||||||||
| Mr. Whittleston | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| Mr. Chariag | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/9/2018 | | | 241,316 | | | — | | | — | | | 12.50 | | | 8/9/2028 | | | — | | | — | | | — | | | — | | |||||||||||||||||||||||||||||||||
| | | 1/20/2020(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 92,558 | | | 820,064 | | |||||||||||||||||||||||||||||||||
| | | 1/18/2021(6) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 28,424 | | | 251,837 | | |||||||||||||||||||||||||||||||||
| | | 1/17/2022(9) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,117 | | | 89,637 | | |||||||||||||||||||||||||||||||||
| Mr. Schneberger | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
(1) |
Performance-based |
(2) | These options were granted in an exchange of equity in connection with a prior corporate reorganization. |
(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. |
2023 PROXY STATEMENT | | | | | 53 |
(4) | Performance-based |
(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. |
(6) | Performance-based performance stock units will vest following 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. |
(7) | Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2023, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |
(8) | Time-based restricted stock units will vest in full on July 1, 2023, generally provided that the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. |
(9) | Performance-based performance stock units will vest at the end of the performance period, December 31, 2024, subject to the achievement of performance goals between the period of January 1, 2022 and December 31, 2024, 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. |
(10) | 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. On March 7, 2023, all outstanding MOI Target vesting restricted shares were cancelled due to the failure of the MOI Target. |
(11) | 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. |
(12) | On September 28, 2017, the option exercise prices of outstanding option awards were adjusted to reflect the |
(13) | On September 28, 2017, the numbers of restricted shares granted pursuant to outstanding restricted stock agreements were adjusted. |
(14) | The Board declared |
(15) | Fair market value has been determined based on the fair market value per share of our Common Stock of $8.86, which was the closing price of a share of our Common Stock as of December 31, 2022. |
| | | | 2023 PROXY STATEMENT | | |
| | | Stock Awards | | | | Option Exercises | | | Stock Awards | | |||||||||||
| Executive | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) | | Executive | | | Number of shares acquired on exercise (#) | | | Value realized on exercise ($)(1) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(2) | |
| Belgacem Chariag | | | 66,267 | | | 937,216 | | Mr. Bitting | | | — | | | — | | | 56,196 | | | 585,293 | |
| Michael Crews | | | 39,794 | | | 508,976 | | Mr. Feehan | | | 6,620 | | | 56,138 | | | 32,849 | | | 339,859 | |
| Ray Kolberg | | | 32,758 | | | 454,638 | | Mr. Koscinski | | | 19,861 | | | 168,421 | | | 88,685 | | | 918,955 | |
| Joseph S. Koscinski | | | 23,825 | | | 294,236 | | Mr. Vann | | | — | | | — | | | — | | | — | |
| Albert F. Beninati, Jr. | | | — | | | — | | Mr. Whittleston | | | — | | | — | | | — | | | — | |
| Scott Randolph | | | 34,386 | | | 418,825 | | Mr. Chariag | | | — | | | — | | | 406,278 | | | 4,220,668 | |
| Mr. Schneberger | | | — | | | — | | | 56,238 | | | 576,964 | |
(1) | Amounts reflect the aggregate dollar value realized upon exercise by multiplying the number of options that were exercised by the market value of the underlying Common Stock on the applicable exercise date and subtracting the aggregate exercise price. |
(2) | Amounts reflect the aggregate dollar value realized upon vesting by multiplying the number of |
2023 PROXY STATEMENT | | | | | 55 |
| 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 | | Mr. Bitting | | | — | | | 41,941 | | | -55,911 | | | — | | | 30,428 | |
| Michael Crews | | | — | | | 24,592 | | | 10,692 | | | — | | | 56,795 | | Mr. Feehan | | | — | | | 14,941 | | | -4,225 | | | — | | | 21,333 | |
| Ray Kolberg | | | — | | | 19,387 | | | 14,644 | | | — | | | 104,933 | | Mr. Koscinski | | | — | | | 22,409 | | | -13,482 | | | — | | | 72,582 | |
| Joseph S. Koscinski | | | — | | | 15,251 | | | 8,453 | | | — | | | 52,789 | | Mr. Vann | | | — | | | — | | | — | | | — | | | — | |
| Albert F. Beninati, Jr. | | | — | | | 7,522 | | | — | | | — | | | — | | Mr. Whittleston | | | — | | | — | | | — | | | — | | | — | |
| Scott Randolph | | | — | | | 23,382 | | | 40,846 | | | — | | | 324,551 | | Mr. Chariag | | | — | | | — | | | -23,863 | | | 143,967 | | | — | |
| Mr. Schneberger(4) | | | — | | | — | | | -1,853 | | | — | | | 11,500 | |
(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, |
(4) | Mr. Schneberger’s SERP distribution is delayed for 6 months after termination under 409A of the Internal Revenue Code. |
| | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 57 |
| | | 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 | | | — | | | $872,365 | |
| | | Change of Control | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity ($)(3) | | | Total ($) | |
| | | — | | | — | | | — | | | — | | |
| | | — | | | — | | | — | | | — | | |
| ||||||||||||||
| | — | | | — | | | — | | | — | | ||
| | | — | | | — | | | — | | | — | | |
| Mr. Whittleston | | | — | | | — | | | — | | | — | |
| | | Termination due to Death, Disability or Retirement | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting($)(3) | | | Total ($) | |
| Belgacem Chariag | | | — | | | — | | | $1,908,738 | | | $1,908,738 | |
| Michael Crews | | | — | | | — | | | $634,652 | | | $634,652 | |
| Ray Kolberg | | | — | | | — | | | $334,987 | | | $334,987 | |
| Joseph S. Koscinski | | | — | | | — | | | $334,987 | | | $334,987 | |
| Albert F. Beninati, Jr. | | | — | | | — | | | $141,273 | | | $141,273 | |
| | | Termination Due to Death, Disability or Retirement | | ||||||||||
| Executive | | | Severance Pay ($)(1) | | | Benefits ($)(2) | | | Equity Vesting ($)(3) | | | Total ($) | |
| Mr. Bitting | | | — | | | — | | | 241,142 | | | 241,142 | |
| Mr. Feehan | | | — | | | — | | | 138,902 | | | 138,902 | |
| Mr. Koscinski | | | — | | | — | | | 167,682 | | | 167,682 | |
| Mr. Vann | | | — | | | — | | | — | | | 0 | |
| Mr. Whittleston | | | — | | | — | | | — | | | 0 | |
(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 |
58 | | | | | 2023 PROXY STATEMENT | | |
2023 PROXY STATEMENT | | | | | 59 |
| Year | | | Summary Compensation Table Total for First PEO(1) | | | Summary Compensation Table Total for Second PEO(2) | | | Compensation Actually Paid to First PEO(1)(6) | | | Compensation Actually Paid to Second PEO(2)(6) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(3)(6) | | | Value of Initial Fixed $100 Investment Based On: (4) | | | Net Income (Dollars in thousands) | | | Adjusted EBITDA (Dollars in thousands) | | |||
| Total Shareholder Return | | | Peer Group Total Shareholder Return(5) | | |||||||||||||||||||||||||||
| 2022 | | | $8,958,314 | | | $4,378,660 | | | ($306,892) | | | $3,755,040 | | | $2,232,721 | | | $1,293,593 | | | $81 | | | $128 | | | $69,800 | | | $276,800 | |
| 2021 | | | $8,953,055 | | | N/A | | | $7,292,777 | | | N/A | | | $2,421,693 | | | $2,056,217 | | | $89 | | | $141 | | | $1,800 | | | $227,600 | |
| 2020 | | | $5,580,953 | | | N/A | | | $5,124,015 | | | N/A | | | $1,926,164 | | | $1,748,569 | | | $93 | | | $111 | | | $54,300 | | | $192,600 | |
(1) | The Principal Executive Officer (“PEO”) for 2020, 2021, and 2022, referenced as “First PEO”, was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022). |
(2) | The PEO for 2022, referenced as “Second PEO”, was Kurt J. Bitting, Chief Executive Officer (effective as of April 25, 2022). |
(3) | The non-PEO Named Executive Officers (“NEOs”) for 2022 and their respective titles during such year were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; Paul Whittleston, Vice President – Strategy and Business Development; and Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies (who resigned effective November 29, 2022). The non-PEO NEOs for 2021 and their respective titles during such year were Thomas Schneberger, Vice President and President — Catalyst Technologies; Kurt Bitting, Vice President and President — Ecoservices; Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President — Performance Chemicals (whose employment terminated on August 2, 2021 in connection with the sale of the Performance Chemicals business); and Michael Crews, Executive Vice President and Chief Financial Officer (who retired from the Company effective September 30, 2021). The non-PEO NEOs for 2020 and their respective titles during such year were Michael Crews, Executive Vice President and Chief Financial Officer; Ray Kolberg, Vice President and President — Catalysts (who resigned effective March 15, 2021); Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President, Performance Chemicals; and Scott Randolph, Vice President and President, Performance Materials (whose employment terminated on December 14, 2020 in connection with the sale of the Performance Materials business). |
(4) | For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. TSR and peer group TSR has been calculated based on a fixed investment of one hundred dollars at the measurement point. |
(5) | The peer group used in this calculation is defined as the “2023 Compensation Peer Group” on page 38. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated. |
(6) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
| Year | | | Summary Compensation Table Total for First PEO | | | Exclusion of Stock Awards and Option Awards for First PEO | | | Inclusion of Equity Values for First PEO | | | Compensation Actually Paid to First PEO(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | |
| 2022 | | | $8,958,314 | | | ($5,869,774) | | | ($3,395,432) | | | ($306,892) | |
| 2021 | | | $8,953,055 | | | ($6,000,007) | | | $4,339,729 | | | $7,292,777 | |
| 2020 | | | $5,580,953 | | | ($3,999,998) | | | $3,543,060 | | | $5,124,015 | |
| Year | | | Summary Compensation Table Total for Second PEO | | | Exclusion of Stock Awards and Option Awards for Second PEO | | | Inclusion of Equity Values for Second PEO | | | Compensation Actually Paid to Second PEO(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | |
| 2022 | | | $4,378,660 | | | ($2,670,440) | | | $2,046,819 | | | $3,755,040 | |
| Year | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | | | Average Inclusion of Equity Values for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | |
| 2022 | | | $2,232,721 | | | ($1,498,620) | | | $559,493 | | | $1,293,593 | |
| 2021 | | | $2,421,693 | | | ($1,333,333) | | | $967,858 | | | $2,056,217 | |
| 2020 | | | $1,926,164 | | | ($930,005) | | | $752,409 | | | $1,748,569 | |
(1) | The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d) |
60 | | | | | 2023 PROXY STATEMENT | | |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for First PEO | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO | | | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for First PEO | | | Total Inclusion of Equity Values for First PEO(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | |
| 2022 | | | $52,192 | | | ($254,446) | | | — | | | $34,177 | | | ($3,227,355) | | | — | | | ($3,395,432) | |
| 2021 | | | $5,150,840 | | | ($858,578) | | | — | | | $47,466 | | | — | | | — | | | $4,339,729 | |
| 2020 | | | $4,202,039 | | | ($196,873) | | | — | | | ($462,107) | | | — | | | — | | | $3,543,060 | |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Second PEO | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO | | | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for Second PEO | | | Total Inclusion of Equity Values for Second PEO(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | |
| 2022 | | | $2,199,740 | | | ($159,076) | | | — | | | $6,156 | | | — | | | — | | | $2,046,819 | |
| Year | | | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- PEO NEOs | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | | | Average Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for Non-PEO NEOs | | | Total Average Inclusion of Equity Values for Non-PEO NEOs(1) | |
| | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | |
| 2022 | | | $811,571 | | | ($51,158) | | | — | | | $840 | | | ($201,761) | | | — | | | $559,493 | |
| 2021 | | | $1,109,321 | | | ($148,209) | | | — | | | $6,746 | | | — | | | — | | | $967,858 | |
| 2020 | | | $969,619 | | | ($42,613) | | | — | | | ($174,596) | | | — | | | — | | | $752,409 | |
(1) | The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). |
2023 PROXY STATEMENT | | | | | 61 |
62 | | | | | 2023 PROXY STATEMENT | | |
| Financial Performance Measures | | ||||||
| Adjusted EBITDA | | | Adjusted Free Cash Flow | | | TSR | |
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted-average exercise price of outstanding options, warrants and rights ($) | | | 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 | | | 4,625,247 | | | 7.24 | | | 10,065,830 | |
| 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 | | | 4,625,247 | | | 7.24 | | | 10,065,830 | |
(a) | Represents the number of underlying shares of our Common Stock associated with outstanding options, RSUs and PSUs under |
(b) | 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 |
(c) | 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 |
| | | |
| | | | | |
| | | |
| | | Fiscal 2020 | | | Fiscal 2019 | | | | Fiscal 2022 | | | Fiscal 2021 | | ||
| Audit | | | $3,271,617 | | | $3,271,617 | | Audit | | | $3,073,065 | | | $3,612,000 | |
| Audit Related | | | $157,941 | | | $1,140,960 | | Audit Related | | | $58,858 | | | $1,393,000 | |
| Tax | | | $1,733,712 | | | $1,475,056 | | Tax | | | $315,000 | | | $939,145 | |
| All Other | | | $2,700 | | | $2,700 | | All Other | | | $4,150 | | | $9,850 | |
| Total | | | $5,165,940 | | | $5,890,333 | | Total | | | $3,451,073 | | | $5,953,995 | |
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