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22, 2018
2018.
III Directors
— For Informational Purposes — Not to Be Elected at the 2018 Annual General Meeting
1992. From 1983 to 1989, Mr. Finlay was a partner with a Canadian law firm located in Regina, Canada. Mr. Finlay has served as the Cayman Islands’ representative to the International Company and Commercial Law Review and is a former editor of the Cayman Islands Law Bulletin.
In 2017, Mr. Finlay was named a Governance Fellow by the National Association of Corporate Directors.
Information Regarding Group III Directors — For Information Purposes — Not to Be Elected at the 2016 Annual General Meeting
Wilmer F. Pergande, age 76, has been a director of our Company since 1978 and Chairman since 2009. He has 50 years of management, sales and engineering experience in the desalination industry. Mr. Pergande is the principal of WF Pergande Consulting LLC and currently provides consulting engineering services in metallurgy, fluid dynamics and chemical separation technologies. He retired in 2006 as the Global Leader for Desalination and Process Equipment for GE Infrastructure, Water and Process Technologies, which position he held since 2002. Mr. Pergande previously held the position of Vice President of Special Projects of Osmonics Inc. and Chief Executive Officer of a desalination subsidiary of Osmonics Inc., a publicly traded water treatment and purification company, until its acquisition by General Electric Co. Before joining Osmonics, Mr. Pergande was the Chief Executive Officer of Licon International Inc., a publicly traded manufacturer of liquid chemical separation, purification and processing equipment. Previously, Mr. Pergande was the President of Mechanical Equipment Company Inc. (MECO) for 14 years and held engineering, sales and executive managerial positions with AquaChem Inc., both companies being manufacturers of seawater desalination equipment. He has a Bachelor Degree in Mechanical Engineering from Marquette University and Post Graduate Studies in Metallurgy from the University of Wisconsin. Mr. Pergande served three terms as a Director of the International Desalination Association, in which he held the positions of Treasurer and Secretary.
Mr. Pergande was selected to serve as a member of our Board of Directors because of his management and engineering experience in the desalinization industry, and for his organizational, sales and marketing skills.
Leonard J. Sokolow, age 59, became a director of our Company on June 1, 2006. From November 1999 until January 2008, Mr. Sokolow was Chief Executive Officer and President, and a member of the Board of Directors, of vFinance Inc., a publicly-traded financial services company, which he cofounded. Mr. Sokolow was the Chairman of the Board of Directors and Chief Executive Officer of vFinance Inc. from January 2007 until July 2008, when it merged into National Holdings Corporation, a publicly traded financial services company. From July 2008 until July 2013, Mr. Sokolow was President of National Holdings Corporation, and from July 2008 until July 2014 he has been Vice-Chairman of the Board of Directors of National Holdings
Corporation. From July 2014 until December 2015, Mr. Sokolow was a consultant and partner at Caribou LLC, a strategic advisory services firm. Since January 1, 2016, Mr. Sokolow has been Chief Executive Officer and President of Newbridge Financial Inc. and Chairman of its principal subsidiary, Newbridge Securities Corporation. Mr. Sokolow was Founder, Chairman and Chief Executive Officer of the Americas Growth Fund Inc., a closed-end 1940 Act management investment company, from 1994 to 1998. From 1988 until 1993, Mr. Sokolow was an Executive Vice President and the General Counsel of Applica Inc., a publicly-traded appliance marketing and distribution company. From 1982 until 1988, Mr. Sokolow practiced corporate, securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm. From 1980 until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick. Since January 2016 Mr. Sokolow has served as a member of the Board of Directors of Safety Quick Lighting & Fans Corp. (SQFL) and Chairman of its Audit Committee, and since April 2010 and August 2013, respectively, he has served as a Director and the Chairman of the Audit Committee of Alberta Oilsands Inc. (TSX-V: AOS).
Mr. Sokolow was selected to serve as a member of our Board of Directors because of his experience as a director and principal executive officer, his legal, accounting, auditing and consulting background, and his qualifications to serve as our “audit committee financial expert.”
Raymond Whittaker, age 62, has served as a director of our Company since 1988. Mr. Whittaker was the Managing Director of TransOcean Bank & Trust Ltd., a bank and trust company located in the Cayman Islands and a subsidiary of Johnson International Inc., a bank holding company located in Racine, Wisconsin from 1984 to December 2000. He is now the principal of his own company and management firm, FCM Ltd. On August 25, 2014, Mr. Whittaker was recognized as a Governance Fellow by the National Association of Corporate Directors (“NACD”) upon completion of NACD’s Governance Program and in recognition of an ongoing commitment to exemplary board leadership. Mr. Whittaker continues to participate in various NACD programs.
Mr. Whittaker was selected to serve as a member of our Board of Directors because of his management, financial and banking experience.
The Board of Directors based this determination primarily on a review of the responses of the directors to questions regarding their employment, affiliations, family and other relationships.
2017.
2017.
Director | | | Compensation Committee | | | Audit Committee | | | Nominations and Corporate Governance Committee | | ||
Brian E. Butler | | | X | | | | | | C | | ||
Carson K. Ebanks | | | X | | | | | | X | | ||
Richard L. Finlay | | | C | | | X | | | | | ||
Clarence B. Flowers, Jr. | | | X | | | | | | | | ||
Frederick W. McTaggart | | | | | ||||||||
Wilmer F. Pergande | | | | | | X | | | X | | ||
Leonard J. Sokolow | | | | | | C | | | X | | ||
Raymond Whittaker | | | X | | | X | | | | |
2017.
written charter for the Compensation Committee. The Board of Directors has determined that all members of the Compensation Committee are “independent directors,” as such term is defined under the applicable rules of NASDAQ.
2017.
The Nominations and Corporate Governance Committee’s duties and responsibilities are as set out in the Nominations and Corporate Governance Committee Charter. 2017.
2017:
.
Submitted by the Members of the 2015 Audit Committee
Wilmer F. PergandeLeonard J. SokolowRaymond Whittaker
| Submitted by the Members of the 2017 Audit Committee | |
| Richard L. Finlay Wilmer F. Pergande Leonard J. Sokolow Raymond Whittaker | |
We have determined that our shareholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our shareholders at the 20112017 Annual General Meeting of Shareholders.
| | | 2017 | | | 2016 | | ||||||
Audit | | | | $ | 400,000 | | | | | $ | 417,500 | | |
Audit-Related | | | | | — | | | | | | 61,800 | | |
Tax | | | | | 9,500 | | | | | | 6,500 | | |
All Other | | | | | — | | | | | | — | | |
Total | | | | $ | 409,500 | | | | | $ | 485,800 | | |
|
2015 | 2014 | |||||||
Audit | $ | 345,000 | $ | 345,000 | ||||
Audit-Related | 62,260 | — | ||||||
Tax | 2,000 | 2,000 | ||||||
All Other | — | — | ||||||
Total | $ | 409,260 | $ | 347,000 |
Audit Fees: This category includes the fees for the examination of the Company’s consolidated financial statements and internal controls, review of the Company’s Annual Report on Form 10-K and quarterly reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q.
Title of Class | Identity of Person or Group | Amount Owned** | Percentage of Class** | |||||||||
Ordinary Shares | Wilmer F. Pergande, Director, Chairman of the Board of Directors(1) | 26,843 | * | |||||||||
Ordinary Shares | Frederick W. McTaggart, Director, President and Chief Executive Officer(2) | 133,629 | * | |||||||||
Ordinary Shares | David W. Sasnett, Director, Executive Vice President and Chief Financial Officer(3) | 13,978 | * | |||||||||
Ordinary Shares | John Tonner, Executive Vice President and Chief Operating Officer(4) | 20,127 | * | |||||||||
Ordinary Shares | Ramjeet Jerrybandan, Vice President of Overseas Operations and Company Secretary(5) | 10,252 | * | |||||||||
Ordinary Shares | Gerard J. Pereira Vice President of Engineering and Technology(6) | 23,856 | * | |||||||||
Ordinary Shares | Brian E. Butler, Director | 16,984 | * | |||||||||
Ordinary Shares | Carson K. Ebanks, Director | 6,307 | * | |||||||||
Ordinary Shares | Richard L. Finlay, Director | 23,091 | * | |||||||||
Ordinary Shares | Clarence B. Flowers, Jr., Director | 21,992 | * | |||||||||
Ordinary Shares | Leonard J. Sokolow, Director(7) | 10,791 | * | |||||||||
Ordinary Shares | Raymond Whittaker, Director | 35,012 | * | |||||||||
Ordinary Shares | Directors and Executive Officers as a Group(8) | 471,840 | 3.18 | % |
Title of Class | | | Identity of Person or Group | | | Amount Owned** | | | Percentage of Class** | | ||||||
Ordinary Shares | | | First Manhattan Co.(1) | | | | | 804,513 | | | | | | 5.38% | | |
Ordinary Shares | | | Wilmer F. Pergande, Director, Chairman of the Board of Directors(2) | | | | | 29,453 | | | | | | * | | |
Ordinary Shares | | | Frederick W. McTaggart, Director, President and Chief Executive Officer(3) | | | | | 145,130 | | | | | | * | | |
Ordinary Shares | | | David W. Sasnett, Executive Vice President and Chief Financial Officer(4) | | | | | 13,953 | | | | | | * | | |
Ordinary Shares | | | John B. Tonner, Executive Vice President and Chief Commercial Officer(5) | | | | | 18,444 | | | | | | * | | |
Ordinary Shares | | | Ramjeet Jerrybandan, Executive Vice President of Operations and Company Secretary(6) | | | | | 8,896 | | | | | | * | | |
Ordinary Shares | | | Brent A. Brodie, Vice President of Sales and Marketing(7) | | | | | 5,075 | | | | | | * | | |
Ordinary Shares | | | Brian E. Butler, Director | | | | | 21,331 | | | | | | * | | |
Ordinary Shares | | | Carson K. Ebanks, Director | | | | | 10,873 | | | | | | * | | |
Ordinary Shares | | | Richard L. Finlay, Director | | | | | 39,532 | | | | | | * | | |
Ordinary Shares | | | Clarence B. Flowers, Jr., Director | | | | | 26,172 | | | | | | * | | |
Ordinary Shares | | | Leonard J. Sokolow, Director(8) | | | | | 15,656 | | | | | | * | | |
Ordinary Shares | | | Raymond Whittaker, Director | | | | | 27,331 | | | | | | * | | |
Ordinary Shares | | | Directors and Executive Officers as a Group (9) | | | | | 378,590 | | | | | | 2.53% | | |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | 149,972 | (1) | $ | 10.52 | (2) | 1,232,428 | (1) | |||||
Equity compensation plans not approved by security holders | — | — | * | |||||||||
Total | 149,972 | (1) | $ | 10.52 | (2) | 1,232,428 | (1) |
Plan category | Number of |
be issued upon of warrants and |
rights (a) | Weighted-average exercise price outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (c) | | ||||||||||||||
Equity compensation plans approved by security holders | | | | | 125,588(1) | | | | | $ | — | | | | | | 1,166,892(1) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | * | | |
Total | | | | | 125,588(1) | | | | | $ | — | | | | | | 1,166,892(1) | | |
|
Name | | | Position with Consolidated Water Co. Ltd. | |
Frederick W. McTaggart(1) | | | Director, President and Chief Executive Officer | |
David W. Sasnett | | | Executive Vice President and Chief Financial Officer | |
John B. Tonner | | | Executive Vice President and Chief | |
Ramjeet Jerrybandan | | | Executive Vice President of Operations and Company Secretary | |
Armando V. Averhoff | | | Vice President of Information Technology | |
Brent A. Brodie | | | Vice President of Sales and Marketing | |
Robert B. Morrison | | | Vice President of Procurement and Logistics | |
Douglas R. Vizzini | | | Vice President of Finance |
59,61, became our Executive Vice President and Chief Financial Officer in June 2006 and also served on our Board of Directors from December 2004 through May 2015. From March 2014 through April 2015, Mr. Sasnett served as a member of the Board of Directors of Ominto Inc. (formerly DubLi, Inc.). In 2005 and 2006, Mr. Sasnett was the Chief Financial Officer of VoIP Inc., a publicly traded provider of communication services utilizing voice over Internet protocol technology. During 2004, he was the Vice President of Finance and Controller for MasTec Inc., a specialty contractor and infrastructure provider traded on the New York Stock Exchange. Mr. Sasnett was the Chief Financial Officer of Catalina Lighting Inc., a publicly traded manufacturer and distributor of residential lighting and other consumer products from 1996 to 2002. Mr. Sasnett’s experience also encompasses more than 12 years with the auditing and consulting firm of Deloitte & Touche LLP. Mr. Sasnett is a Certified Public Accountant in the state of Florida.54,56, became our Chief Operating Officer in September 2011, was appointed a Vice President of the Company in 2012, and became Executive Vice President in 2013.2013 and became our Chief Commercial Officer in 2016. He is the former President and a partner in Water Consultants International, a leading desalination consulting firm. Mr. Tonner began working in the desalination and water treatment industry in 1985 and worked for the Company’s subsidiary Cayman Water from 1986 until 1990 where he was responsible, among other things, for our Company’s first seawater reverse osmosis plant. He has broad practical and engineering experience involving all commercially viable desalination processes. Mr. Tonner is registered to practice as a Chartered Engineer, Chartered Environmentalist and European Ingenieur. He has more than 30 years of experience with reverse osmosis and membrane technology and has patented reverse osmosis energy recovery techniques. Mr. Tonner has provided due diligence oversight services for the some of the largest desalination projects in Asia, Australia and the Middle East. Mr. Tonner holds an honors degree in Mechanical Engineering from the University of Paisley in Scotland. He has been a member of the International Desalination Association since the late 1980s, serving on the Board of Directors from 1999 until 2004. He is currentlyserved as a Director of the American Membrane Technology Association.Association (AMTA) and South Central Membrane Association (SCMA) from 2015-2017. He was a member of the World Health Organization (WHO) Desalination Technical Committee, and served on the U.S. National Academy of Science’s Research Committee for Advancing Desalination Technology.Armando Averhoff51,50, joined our Company in 1998 as the Operations Engineer in Grand Cayman. He was promoted to Operations Manager (Cayman) in 2005, became our Vice President of Overseas Operations in May 2006 and was promoted to Executive Vice President of Operations in December 2016. Mr. Jerrybandan was appointed our Company Secretary in 2013. He obtained his Bachelor of Science degree in Industrial Engineering and his Master of Science degree in Engineering Management at the University of the West Indies. Mr. Jerrybandan holds an Advanced Diploma in Business Administration from the Association of Business Executives of London. He also has extensive training in the Information Technology field, including industrial automation systems.
direct sales, indirect distribution, sales representatives, joint ventures and original equipment manufacturers. Mr. Brodie received his Bachelor of Science in Chemical Engineering from the University of Minnesota and his Master of Business Administration (Marketing Emphasis) from the University of Michigan.
Ramjeet Jerrybandan, age 48, joined our Company in 1998 as the Operations Engineer in Grand Cayman. He was promoted to Operations Manager (Cayman) in 2005 and became our Vice President of Overseas Operations in May 2006. Mr. Jerrybandan was appointed our Company Secretary in 2013. He obtained his Bachelor of Science degree in Industrial Engineering and his Master of Science degree in Engineering Management at the University of the West Indies. Mr. Jerrybandan holds an Advanced Diploma in Business Administration from the Association of Business Executives of London. He also has extensive training in the Information Technology field, including industrial automation systems.
Gregory S. McTaggart, age 52, is our Vice President of Cayman Operations. Mr. McTaggart joined our Company in January 1991 as our resident engineer and has served in his current capacity since 1994. For three years before joining us, Mr. McTaggart worked for the Caribbean Utilities Company, the electrical utility on Grand Cayman, as a mechanical engineer. Mr. McTaggart obtained his Bachelor of Mechanical Engineering from the Georgia Institute of Technology in 1986. Mr. McTaggart is the brother of Frederick W. McTaggart, the President, Chief Executive Officer and a director of our Company.
Gerard J. Pereira, age 45, was appointed Vice President of Product Technology in September 2010. Mr. Pereira obtained his Bachelor of Science and Master of Science in Chemical Engineering from the University of Waterloo, Ontario, Canada and joined Ocean Conversion (Cayman) Limited as Operations Engineer in 1995. He was promoted to Operations Manager of Ocean Conversion (Cayman) Limited in 1998, which post he held until our acquisition of that company. In March 2003, Mr. Pereira was promoted to Vice President of Engineering, retaining this post until his acceptance of the Vice President of Sales & Marketing position in 2008 and subsequently his current position of Vice President of Engineering and Technology in 2012.
Executive Compensation | | | Corporate Governance Highlights | | ||||
☑ Short-term incentive compensation plan that specifies Company and individual performance goals, providing greater transparency for investors | | ☑ Clawback policy that applies to executive incentive awards | | |||||
☑ Strong relationship between corporate performance and executive compensation through the short-term compensation plan | | ☑ Company stock may not be hedged or pledged by directors or officers | | |||||
☑ Long-term compensation plan specifies three-year performance goals | | ☑ Share ownership | | |||||
☑ 50% of the target long-term incentive compensation opportunity for the CEO, | | ☑ Independent Board Chairman | | |||||
☑ Peer group includes companies with similar business models and comparable industries | | |
Type | | | Component | | | Objective | |
Performance-Based Compensation | | | Long-Term Incentive Awards | | | • Align the compensation of executives with the financial and operational performance of the Company and the value delivered to shareholders over the longer term. | |
• Reward for increases in stock price over the longer term. | |||||||
• Provide strong retention value to executives in the service of the Company over the longer term and keep executives focused on the delivery of financial and operational performance and increases in shareholder value. | | ||||||
| | | Annual Cash Incentive Awards | | | • Align the compensation of executives with the annual financial and operational performance of the Company and its achievement of annual revenue, | |
Fixed Compensation | | | Base Salary | | | • Provide a competitive fixed payment to the executive for their service to the Company, set at a level that allows the Company to attract and retain top talent. | |
| | | Benefits & Perquisites | | | • Provide benefits that are competitive and enable the Company to attract and retain top executive talent. | |
| | | Fixed Compensation (as a % of Total Compensation) | | | Variable Compensation (as a % of Total Compensation) | | ||||||||||||||||||
Named Executive Officer | | | Base Salary | | | Benefits & Other Compensation | | | Annual Cash Incentives | | | Annual Equity Incentives | | ||||||||||||
Chief Executive Officer | | | | | 48% | | | | | | 2% | | | | | | 27% | | | | | | 24% | | |
Chief Financial Officer | | | | | 62% | | | | | | 3% | | | | | | 16% | | | | | | 19% | | |
Chief Commercial Officer | | | | | 62% | | | | | | 3% | | | | | | 16% | | | | | | 19% | | |
Executive Vice President of Operations | | | | | 58% | | | | | | 5% | | | | | | 20% | | | | | | 17% | | |
Vice President of Sales and Marketing | | | | | 68% | | | | | | 5% | | | | | | 10% | | | | | | 17% | | |
Fixed Compensation (as a % of Total Compensation) | Variable Compensation (as a % of Total Compensation) | |||||||||||||||
Named Executive Officer | Base Salary | Benefits & Other Compensation | Annual Cash Incentives | Annual Equity Incentives | ||||||||||||
CEO | 41 | % | 2 | % | 36 | % | 21 | % | ||||||||
CFO | 57 | % | 3 | % | 23 | % | 17 | % | ||||||||
COO | 58 | % | 3 | % | 23 | % | 17 | % | ||||||||
VP Overseas Ops. | 60 | % | 6 | % | 22 | % | 12 | % | ||||||||
VP Eng. & Tech. | 61 | % | 7 | % | 20 | % | 12 | % |
previously.
services to the Company other than its services as the Committee’s independent compensation consultant, and POE did not receive any fees or compensation from the Company other than the fee it received as the independent compensation consultant. Except as described above, POE did not provide any services to the Company in 2015.2015, 2016 or 2017. The Committee confirmed that POE’s work for the Committee did not create any conflicts of interest.
Artesian Resources Corporation | | | Capstone Turbine Corporation | | |
| Connecticut Water Services Inc. | | |||
| Energy Recovery Inc. | | |||
| Echelon Corporation | | | Middlesex Water Company | |
| FuelCell Energy Inc. | | RGC Resources Inc. | | |
| Primo Water Corporation | | |||
| York Water Company | | |||
| SJW Corporation | | | | |
Metric | Peer Median* | CWCO* | CWCO Percentile Rank | |||||||||
Revenue | $ | 91,000 | $ | 57,000 | 25.0 | % | ||||||
Market Capitalization | $ | 229,000 | $ | 181,000 | 41.7 | % | ||||||
Net Income | $ | 6,000 | $ | 8,000 | 58.3 | % | ||||||
Total Assets | $ | 233,000 | $ | 162,000 | 41.7 | % |
Metric | | | Peer Median* | | | CWCO* | | | CWCO Percentile Rank | | |||||||||
Revenue | | | | $ | 82,235 | | | | | $ | 62,307 | | | | | | 27.3% | | |
Market Capitalization | | | | $ | 378,156 | | | | | $ | 187,978 | | | | | | 27.3% | | |
Net Income | | | | $ | 12,350 | | | | | $ | 6,144 | | | | | | 36.4% | | |
Total Assets | | | | $ | 383,753 | | | | | $ | 165,481 | | | | | | 27.3% | | |
whether any actions are necessary to address those concerns. In addition to the advisory vote on executive compensation, we are committed to ongoing engagement with our shareholders on executive compensation and corporate governance issues.
Our executive officers were eligible to earn varying amounts of incentive compensation for 20152017 based upon the Company’s achievement of the (1) minimum threshold, (2) target or (3) upper amount that was set for each of the short-term performance measures. The following table sets forth the range of percentages of base salary each executive officer was eligible to receive as incentive compensation based upon the relative achievement of each of these amounts:
Named Executive Officer | | | Below Threshold | | | Threshold | | | Target | | | Maximum | | ||||||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 0% | | | | | | 35% | | | | | | 70% | | | | | | 110% | | |
David W. Sasnet Executive VP & Chief Financial Officer | | | | | 0% | | | | | | 15% | | | | | | 30% | | | | | | 47% | | |
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 0% | | | | | | 15% | | | | | | 30% | | | | | | 47% | | |
Ramjeet Jerrybandan Executive VP of Operations | | | | | 0% | | | | | | 15% | | | | | | 30% | | | | | | 49% | | |
Brent A. Brodie VP of Sales and Marketing | | | | | 0% | | | | | | 10% | | | | | | 20% | | | | | | 39% | | |
Named Executive Officer | Below Threshold | Threshold | Target | Maximum | ||||||||||||
Frederick W. McTaggart Chief Executive Officer | 0 | % | 35 | % | 70 | % | 109 | % | ||||||||
David W. Sasnett Executive VP & Chief Financial Officer | 0 | % | 15 | % | 30 | % | 47 | % | ||||||||
John Tonner Executive VP & Chief Operating Officer | 0 | % | 15 | % | 30 | % | 49 | % | ||||||||
Ramjeet Jerrybandan VP Overseas Operations | 0 | % | 12.5 | % | 25 | % | 41 | % | ||||||||
Gerard J. Pereira VP Engineering & Technology | 0 | % | 12.5 | % | 25 | % | 41 | % |
The Committee established the 20152017 corporate performance measures for the Company based on the 20152017 financial performance estimates approved by the Company’s Board and the Company’s historical performance. Setting performance measures involves both selecting the performance metrics that will be used to drive short-term business performance and establishing the performance targets for each of those metrics. The 20152017 annual bonus for each Named Executive Officer was calculated by the Board of Directors based upon its assessment of the Company’s performance in the areas set forth in the table below, with a weighting assigned to each factor for each of the Named Executive Officers noted. The Committee set the
| | | Weighting of Short-Term Performance Measures | | |||||||||||||||||||||
| | | Net Income(1) | | | Revenue(2) | | | Gross Profit Margin(3) | | | Individual | | ||||||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 40% | | | | | | 35% | | | | | | 15% | | | | | | 10% | | |
David W. Sasnett Executive VP & Chief Financial Officer | | | | | 45% | | | | | | 35% | | | | | | 10% | | | | | | 10% | | |
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 40% | | | | | | 40% | | | | | | 10% | | | | | | 10% | | |
Ramjeet Jerrybandan Executive VP of Operations | | | | | 30% | | | | | | 20% | | | | | | 40% | | | | | | 10% | | |
Brent A. Brodie VP of Sales and Marketing | | | | | 40% | | | | | | 40% | | | | | | 10% | | | | | | 10% | | |
Weighting of Short-Term Performance Measures | ||||||||||||||||||||
Net Income(1) | Revenue(2) | Operating Margin(3) | Mexico Project(4) | Individual | ||||||||||||||||
Frederick W. McTaggart Chief Executive Officer | 40 | % | 30 | % | 10 | % | 10 | % | 10 | % | ||||||||||
David W. Sasnett Executive VP & Chief Financial Officer | 40 | % | 30 | % | 10 | % | 10 | % | 10 | % | ||||||||||
John Tonner Executive VP & Chief Operating Officer | 20 | % | 20 | % | 40 | % | 10 | % | 10 | % | ||||||||||
Ramjeet Jerrybandan VP Overseas Operations | 30 | % | 20 | % | 40 | % | 0 | % | 10 | % | ||||||||||
Gerard J. Pereira VP Engineering & Technology | 20 | % | 20 | % | 40 | % | 10 | % | 10 | % |
Performance Measure | | | Threshold Percentage to Target Amount | | | Target Percentage to Target Amount | | | Upper Percentage to Target Amount | | | 2017 Target | | | Company’s 2017 Results | | | Company’s 2017 Results Percentage to Target Amount | | ||||||
Net Income | | | 75% | | | 100% | | | 125% | | | | $ | 7,741,151 | | | | | $ | 7,309,424 | | | | 94.42% | |
Revenue | | | 90% | | | 100% | | | 110% | | | | $ | 50,407,673 | | | | | $ | 47,921,208 | | | | 95.07% | |
Gross Profit Margin | | | 90% | | | 100% | | | 110% | | | | | 39.87% | | | | | | 40.82% | | | | 102.40% | |
Performance Measure | Threshold | Target | Upper | Company’s 2015 Results | ||||||||||||
Net Income | 75 | % | 100 | % | 125 | % | 119 | % | ||||||||
Revenue | 90 | % | 100 | % | 110 | % | 103 | % | ||||||||
Operating Margin | 90 | % | 100 | % | 110 | % | 111 | % |
The impact of the Company's 2015Company’s 2017 performance with respect to each of the performance measures on the 20152017 short-term incentive bonus for each Named Executive Officer, based upon the relative weightings assigned to these performance measures for each Executive, is as follows:
Performance Measure | Frederick W. McTaggart | David W. Sasnett | John Tonner | Ramjeet Jerrybandan | Gerard J. Pereira | |||||||||||||||
Net Income | 55 | % | 55 | % | 27 | % | 41 | % | 27 | % | ||||||||||
Revenues | 36 | % | 36 | % | 24 | % | 24 | % | 24 | % | ||||||||||
Operating Margin | 17 | % | 17 | % | 70 | % | 70 | % | 70 | % | ||||||||||
Mexico Project Goal | 0 | % | 0 | % | 0 | % | N/A | 0 | % | |||||||||||
Individual Goals | 10 | % | 5 | % | 10 | % | 10 | % | 10 | % | ||||||||||
Total percentage of target amounts achieved | 118 | % | 113 | % | 131 | % | 145 | % | 131 | % | ||||||||||
Incentive compensation payable assuming target amounts were achieved | $ | 317,118 | $ | 91,350 | $ | 85,050 | $ | 45,063 | $ | 42,000 | ||||||||||
Incentive compensation earned for 2015 | $ | 374,805 | $ | 103,400 | $ | 111,690 | $ | 65,355 | $ | 55,155 | ||||||||||
Incentive compensation as a percentage of base salary | 83 | % | 34 | % | 39 | % | 36 | % | 33 | % |
Performance Measure | | | Frederick W. McTaggart | | | David W. Sasnett | | | John B. Tonner | | | Ramjeet Jerrybandan | | | Brent A. Brodie | | |||||||||||||||
Net Income | | | | | 35% | | | | | | 40% | | | | | | 35% | | | | | | 27% | | | | | | 35% | | |
Revenue | | | | | 26% | | | | | | 26% | | | | | | 30% | | | | | | 15% | | | | | | 30% | | |
Gross Profit Margin | | | | | 19% | | | | | | 12% | | | | | | 12% | | | | | | 47% | | | | | | 12% | | |
Individual Goals | | | | | 0% | | | | | | 8% | | | | | | 5% | | | | | | 15% | | | | | | 0% | | |
Total percentage of target amounts achieved | | | | | 80% | | | | | | 86% | | | | | | 82% | | | | | | 104% | | | | | | 77% | | |
Incentive compensation payable assuming target amounts were achieved | | | | $ | 327,618 | | | | | $ | 99,495 | | | | | $ | 93,608 | | | | | $ | 75,000 | | | | | $ | 39,500 | | |
Incentive compensation earned for 2017 | | | | $ | 260,800 | | | | | $ | 85,215 | | | | | $ | 77,200 | | | | | $ | 87,938 | | | | | $ | 30,601 | | |
Incentive compensation as a percentage of base salary | | | | | 56% | | | | | | 26% | | | | | | 25% | | | | | | 35% | | | | | | 15% | | |
|
Effective in 2015, onOn January 1 of each year all of our executive officers are granted rights to receive a number of shares of common stock in the future under our long-term incentive compensation plan. The aggregate number of shares each executive is eligible to receive is initially based upon the following formula (the “Long Term“Long-Term Share Formula”), and subsequently adjusted based upon the Company’s actual performance relative to its long-term performance measures:
Number of Shares = | | | Base Salary as of | | | X | | | Applicable Bonus Percentage | | ||
| Company Share Price as of | |
Bonus % | Number of Shares Granted | |||||||||||
Time Vesting(1) | Performance Based(2) | |||||||||||
Frederick W. McTaggart Chief Executive Officer | 50 | % | 10,604 | 10,604 | ||||||||
David W. Sasnett Executive VP & Chief Financial Officer | 30 | % | 4,277 | 4,277 | ||||||||
John Tonner Executive VP & Chief Operating Officer | 30 | % | 3,982 | 3,982 | ||||||||
Ramjeet Jerrybandan VP Overseas Operations | 20 | % | 1,688 | 1,688 | ||||||||
Gerard J. Pereira VP Engineering & Technology | 20 | % | 1,573 | 1,573 |
| | | | | | | | | Number of Shares Granted | | |||||||||
| | | Bonus % | | | Time Vesting(1) | | | Performance Based(2) | | |||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 50% | | | | | | 10,784 | | | | | | 10,784 | | |
David W. Sasnett Executive VP & Chief Financial Officer | | | | | 30% | | | | | | 4,585 | | | | | | 4,585 | | |
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 30% | | | | | | 4,314 | | | | | | 4,314 | | |
Ramjeet Jerrybandan Executive VP of Operations | | | | | 30% | | | | | | 3,456 | | | | | | 3,456 | | |
Brent A. Brodie VP of Sales and Marketing | | | | | 25% | | | | | | 2,275 | | | | | | 2,275 | | |
3. Three-Year Cumulative Revenues (net of energy costs) — This measure accounts for additions to revenue from new business and projects and organic growth by our existing operations.
| | | Weighting of Long-Term Performance Measures | | |||||||||||||||
| | | Three-Year Cumulative Operating Cash Flow | | | Three-Year Cumulative Earnings Per Share | | | Three-Year Cumulative Revenues | | |||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 20% | | | | | | 40% | | | | | | 40% | | |
David W. Sasnett Executive VP & Chief Financial Officer | | | | | 20% | | | | | | 40% | | | | | | 40% | | |
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 20% | | | | | | 40% | | | | | | 40% | | |
Ramjeet Jerrybandan Executive VP of Operations | | | | | 20% | | | | | | 40% | | | | | | 40% | | |
Brent A. Brodie VP of Sales and Marketing | | | | | 20% | | | | | | 40% | | | | | | 40% | | |
Weighting of Long-Term Performance Measures | ||||||||||||
Three-Year Cumulative Operating Cash Flow | Three-Year Cumulative Earnings Per Share | Three-Year Cumulative Revenues | ||||||||||
Frederick W. McTaggart Chief Executive Officer | 20 | % | 40 | % | 40 | % | ||||||
David W. Sasnett Executive VP & Chief Financial Officer | 20 | % | 40 | % | 40 | % | ||||||
John Tonner Executive VP & Chief Operating Officer | 20 | % | 40 | % | 40 | % | ||||||
Ramjeet Jerrybandan VP Overseas Operations | 20 | % | 40 | % | 40 | % | ||||||
Gerard J. Pereira VP Engineering & Technology | 20 | % | 40 | % | 40 | % |
Named Executive Officer | | | Below Threshold | | | Threshold | | | Target | | | Maximum | | ||||||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 0 | | | | | | 5,392 | | | | | | 10,784 | | | | | | 17,039 | | |
David W. Sasnett Executive VP & Chief Financial Officer | | | | | 0 | | | | | | 2,293 | | | | | | 4,585 | | | | | | 7,245 | | |
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 0 | | | | | | 2,157 | | | | | | 4,314 | | | | | | 6,816 | | |
Ramjeet Jerrybandan Executive VP of Operations | | | | | 0 | | | | | | 1,729 | | | | | | 3,456 | | | | | | 5,461 | | |
Brent A. Brodie VP of Sales and Marketing | | | | | 0 | | | | | | 1,138 | | | | | | 2,275 | | | | | | 3,596 | | |
Named Executive Officer | Below Threshold | Threshold | Target | Maximum | ||||||||||||
Frederick W. McTaggart Chief Executive Officer | 0 | 5,302 | 10,604 | 16,754 | ||||||||||||
David W. Sasnett Executive VP & Chief Financial Officer | 0 | 2,139 | 4,277 | 6,758 | ||||||||||||
John Tonner Executive VP & Chief Operating Officer | 0 | 1,991 | 3,982 | 6,292 | ||||||||||||
Ramjeet Jerrybandan VP Overseas Operations | 0 | 844 | 1,688 | 2,667 | ||||||||||||
Gerard J. Pereira VP Engineering & Technology | 0 | 787 | 1,573 | 2,485 |
required to make contributions on salary amounts over $72,000.$104,400. All contributions by our employees are collected by us and paid into the various pension plans on a monthly basis.
In the case of our VP of Sales and Marketing, we will pay him $1,000 per year and provide medical insurance for him and his family for a period of nine months.
to approve and setting the terms of such severance arrangements, the Committee recognizes that executives, especially highly ranked executives, often face challenges securing new employment following termination. These employment agreements provide for a lump sum severance payment equal to 24 months to our Chief Executive Officer and a lump sum severance payment of 12 months to our Chief Financial Officer, and a lump sum severance payment equal to six months to our Chief Operating Officer, of their then current respective base salaries if their employment is terminated without cause or if their employment agreements are not renewed. The Committee negotiated our Chief Executive Officer’s severance package to provide him an amount equal to his base salary for the length of his non-competition arrangement with us. Based upon the data reviewed by the Committee, we believe that our Chief Executive Officer’s, Chief Financial Officer’s and Chief OperatingCommercial Officer’s severance packages are generally in line with severance packages offered to chief executive officers, chief financial officers and chief operatingcommercial officers of comparable companies.
Our Chief Financial Officer’s employment agreement provides that, at his election, he may terminate his employment upon a Change in Control and receive a payment of 36 months of his then current base salary.
Name and Principal Position | | | Year | | | Salary ($) | | | Non-Equity Incentive Plan Compensation ($)(1) | | | Stock Awards ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Frederick W. McTaggart Chief Executive Officer | | | | | 2017 | | | | | | 468,025 | | | | | | 260,800 | | | | | | 234,013 | | | | | | 15,600 | | | | | | 978,438 | | |
| | | 2016 | | | | | | 453,025 | | | | | | 320,876 | | | | | | 226,513 | | | | | | 18,600 | | | | | | 1,019,014 | | | ||
| | | 2015 | | | | | | 453,025 | | | | | | 399,805 | | | | | | 226,513 | | | | | | 18,000 | | | | | | 1,097,343 | | | ||
David W. Sasnett Executive VP & Chief Financial Officer | | | | | 2017 | | | | | | 331,650 | | | | | | 85,215 | | | | | | 99,495 | | | | | | 15,600 | | | | | | 531,960 | | |
| | | 2016 | | | | | | 313,650 | | | | | | 95,207 | | | | | | 94,095 | | | | | | 15,000 | | | | | | 517,952 | | | ||
| | | 2015 | | | | | | 304,500 | | | | | | 120,000 | | | | | | 91,350 | | | | | | 14,400 | | | | | | 530,250 | | | ||
John B. Tonner Executive VP & Chief Commercial Officer | | | | | 2017 | | | | | | 312,025 | | | | | | 77,200 | | | | | | 93,608 | | | | | | 13,800 | | | | | | 496,633 | | |
| | | 2016 | | | | | | 292,025 | | | | | | 107,861 | | | | | | 87,608 | | | | | | 13,200 | | | | | | 500,694 | | | ||
| | | 2015 | | | | | | 283,500 | | | | | | 111,690 | | | | | | 85,050 | | | | | | 12,600 | | | | | | 492,840 | | | ||
Ramjeet Jerrybandan Executive VP of Operations | | | | | 2017 | | | | | | 250,000 | | | | | | 87,938 | | | | | | 75,000 | | | | | | 20,820 | | | | | | 433,758 | | |
| | | 2016 | | | | | | 190,225 | | | | | | 62,834 | | | | | | 38,045 | | | | | | 18,600 | | | | | | 309,704 | | | ||
| | | 2015 | | | | | | 180,250 | | | | | | 65,355 | | | | | | 36,050 | | | | | | 18,000 | | | | | | 299,655 | | | ||
Brent A. Brodie VP of Sales and Marketing | | | | | 2017 | | | | | | 197,500 | | | | | | 30,601 | | | | | | 49,375 | | | | | | 14,400 | | | | | | 291,876 | | |
| | | 2016 | | | | | | 173,375 | | | | | | 35,086 | | | | | | 43,344 | | | | | | 13,800 | | | | | | 265,605 | | | ||
| | | 2015 | | | | | | 169,640 | | | | | | 46,000 | | | | | | 42,410 | | | | | | 13,200 | | | | | | 271,250 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||
Frederick W. McTaggart Chief Executive Officer | 2015 | 453,025 | 399,805 | 226,513 | 18,000 | 1,097,343 | ||||||||||||||||||
2014 | 453,026 | 381,685 | — | 17,400 | 852,111 | |||||||||||||||||||
2013 | 411,841 | 308,883 | 173,458 | 16,800 | 910,982 | |||||||||||||||||||
David W. Sasnett Executive VP & Chief Financial Officer | 2015 | 304,500 | 120,000 | 91,350 | 14,400 | 530,250 | ||||||||||||||||||
2014 | 300,000 | 108,325 | — | 13,800 | 422,125 | |||||||||||||||||||
2013 | 285,525 | 100,000 | — | 13,200 | 398,725 | |||||||||||||||||||
John Tonner Executive VP & Chief Operating Officer | 2015 | 283,500 | 111,690 | 85,050 | 12,600 | 492,840 | ||||||||||||||||||
2014 | 275,215 | 94,935 | — | 12,000 | 382,150 | |||||||||||||||||||
2013 | 245,725 | 70,000 | — | 11,400 | 327,125 | |||||||||||||||||||
Ramjeet Jerrybandan VP Overseas Operations | 2015 | 180,250 | 65,355 | 36,050 | 18,000 | 299,655 | ||||||||||||||||||
2014 | 175,000 | 56,870 | — | 17,400 | 249,270 | |||||||||||||||||||
2013 | 166,320 | 50,000 | — | 16,800 | 233,120 | |||||||||||||||||||
Gerard J. Pereira VP Engineering & Technology | 2015 | 168,000 | 55,155 | 33,600 | 18,000 | 274,755 | ||||||||||||||||||
2014 | 157,293 | 47,180 | — | 17,400 | 221,873 | |||||||||||||||||||
2013 | 152,712 | 45,815 | — | 16,800 | 215,327 |
(1) Non-Equity Incentive Plan Compensation amounts have been determined pursuant to |
Under the terms outlined in our Named Executive Officers’ respective employment agreements and our short-term incentive compensation plan.
employment agreement.
Marketing
Cumulative Performance Measure | | | Threshold Percentage to Target Amount | | | Target Percentage to Target Amount | | | Upper Percentage to Target Amount | | | 2015-2017 Target | | | Company’s 2015-2017 Results | | | Company’s Results Percentage to Target Amount | | ||||||||||||||||||
Operating Cash Flows | | | | | 70% | | | | | | 100% | | | | | | 130% | | | | | $ | 41,898,262 | | | | | $ | 38,787,432 | | | | | | 92.58% | | |
Earnings Per Share | | | | | 86% | | | | | | 100% | | | | | | 140% | | | | | $ | 1.92 | | | | | $ | 1.19 | | | | | | 62.09% | | |
Revenues | | | | | 85% | | | | | | 100% | | | | | | 115% | | | | | $ | 129,781,804 | | | | | $ | 130,005,632 | | | | | | 100.17% | | |
| | | | | | | | | Estimated future payouts under non- equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | Grant date fair value of stock and option awards ($) | | |||||||||||||||||||||||||||||||||
Name | | | Grant date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||
Frederick W. McTaggart | | | | | | | | | | | 163,809 | | | | | | 327,618 | | | | | | 515,179 | | | | | | | ||||||||||||||||||||
| | | 1/1/2017 | | | | | | | | | | | | | | | | | | | | | | | | 5,392 | | | | | | 10,784 | | | | | | 17,039 | | | | | | 117,006 | | | ||
David W. Sasnett | | | | | | | | | | | 49,748 | | | | | | 99,495 | | | | | | 155,212 | | | | | | | ||||||||||||||||||||
| | | 1/1/2017 | | | | | | | | | | | | | | | | | | | | | | | | 2,293 | | | | | | 4,585 | | | | | | 7,245 | | | | | | 49,748 | | | ||
John Tonner | | | | | | | | | | | 46,804 | | | | | | 93,608 | | | | | | 146,496 | | | | | | | ||||||||||||||||||||
| | | 1/1/2017 | | | | | | | | | | | | | | | | | | | | | | | | 2,157 | | | | | | 4,314 | | | | | | 6,816 | | | | | | 46,804 | | | ||
Ramjeet Jerrybandan | | | | | | | | | | | 37,500 | | | | | | 75,000 | | | | | | 121,500 | | | | | | | ||||||||||||||||||||
| | | 1/1/2017 | | | | | | | | | | | | | | | | | | | | | | | | 1,729 | | | | | | 3,456 | | | | | | 5,461 | | | | | | 37,500 | | | ||
Brent A. Brodie | | | | | | | | | | | 19,750 | | | | | | 39,500 | | | | | | 77,272 | | | | | | | ||||||||||||||||||||
| | | 1/1/2017 | | | | | | | | | | | | | | | | | | | | | | | | 1,138 | | | | | | 2,275 | | | | | | 3,596 | | | | | | 24,688 | | |
Number of Securities Underlying Unexercised Options at Fiscal Year End | Option Exercise Price(1) | Option Grant Date | Option Expiration Date(2) | |||||||||||||||||
Named Executive Officer | Exercisable | Unexercisable | ||||||||||||||||||
Frederick W. McTaggart | 23,333 | — | 10.68 | 02/22/11 | 02/22/17 | |||||||||||||||
David W. Sasnett | 14,383 | — | 10.68 | 02/22/11 | 02/22/17 | |||||||||||||||
John Tonner | 10,600 | — | 9.11 | 07/15/11 | 07/15/17 | |||||||||||||||
Ramjeet Jerrybandan | 5,901 | — | 10.68 | 02/22/11 | 02/22/17 | |||||||||||||||
Gerard J. Pereira | 9,442 | — | 10.68 | 02/22/11 | 02/22/17 |
| Stock Awards | | |||||||||||
Named Executive Officer | | | Equity incentive plan awards: number of units or other rights that have not vested* (#) | | | Equity incentive plan awards: market value of units or other rights that have not vested* ($) | | ||||||
Frederick W. McTaggart | | | | | 3,084(1) | | | | | | 38,858(1) | | |
| | | 9,253(2) | | | | | | 116,588(2) | | | ||
| | | 7,189(3) | | | | | | 90,581(3) | | | ||
| | | 10,784(4) | | | | | | 135,878(4) | | | ||
David W. Sasnett | | | | | 1,281(1) | | | | | | 16,141(1) | | |
| | | 3,844(2) | | | | | | 48,434(2) | | | ||
| | | 3,057(3) | | | | | | 38,518(3) | | | ||
| | | 4,585(4) | | | | | | 57,771(4) | | | ||
John B. Tonner | | | | | 1,193(1) | | | | | | 15,032(1) | | |
| | | 3,579(2) | | | | | | 45,095(2) | | | ||
| | | 2,876(3) | | | | | | 36,238(3) | | | ||
| | | 4,314(4) | | | | | | 54,356(4) | | | ||
Ramjeet Jerrybandan | | | | | 518(1) | | | | | | 6,527(1) | | |
| | | 1,554(2) | | | | | | 19,580(2) | | | ||
| | | 2,304(3) | | | | | | 29,030(3) | | | ||
| | | 3,456(4) | | | | | | 43,546(4) | | | ||
Brent A. Brodie | | | | | 590(1) | | | | | | 7,434(1) | | |
| | | 1,771(2) | | | | | | 22,315(2) | | | ||
| | | 1,517(3) | | | | | | 19,114(3) | | | ||
| | | 2,275(4) | | | | | | 28,665(4) | | |
| | | Stock Awards | | |||||||||
Named Executive Officer | | | Number of shares acquired on vesting | | | Value realized on vesting ($) | | ||||||
Frederick W. McTaggart | | | | | 16,345 | | | | | | 205,947 | | |
David W. Sasnett | | | | | 6,708 | | | | | | 84,521 | | |
John B. Tonner | | | | | 6,259 | | | | | | 78,863 | | |
Ramjeet Jerrybandan | | | | | 3,210 | | | | | | 40,446 | | |
Brent A. Brodie | | | | | 3,160 | | | | | | 39,816 | | |
Option awards | ||||||||
Named Executive Officer | Number of shares acquired on exercise | Value realized on exercise | ||||||
Frederick W. McTaggart | — | — | ||||||
David W. Sasnett | 11,883 | 19,745 | ||||||
John Tonner | 7,400 | 28,022 | ||||||
Ramjeet Jerrybandan | 5,901 | 4,017 | ||||||
Gerard J. Pereira | 3,925 | 8,439 |
No shares vested tostock options were exercised by the Named Executive Officers during the year ended December 31, 2015.
Named Executive Officer | | | Salary ($) | | | Medical Insurance ($) | | | Pension Fund Contribution ($) | | | Total Compensation ($) | | ||||||||||||
Frederick W. McTaggart(1) | | | | | 2,000 | | | | | | 52,884 | | | | | | — | | | | | | 54,884 | | |
David W. Sasnett(2) | | | | | 1,000 | | | | | | 30,434 | | | | | | — | | | | | | 31,434 | | |
John B. Tonner(3) | | | | | 2,000 | | | | | | 68,226 | | | | | | — | | | | | | 70,226 | | |
Ramjeet Jerrybandan(4) | | | | | 2,000 | | | | | | 51,836 | | | | | | 10,440 | | | | | | 64,276 | | |
Brent A. Brodie(5) | | | | | 750 | | | | | | 28,464 | | | | | | — | | | | | | 29,214 | | |
Named Executive Officer | Salary ($) | Medical Insurance ($) | Pension Fund Contribution ($) | Total Compensation ($) | ||||||||||||
Frederick W. McTaggart | 2,000 | 29,175 | 7,200 | 38,375 | ||||||||||||
David W. Sasnett | 1,000 | 24,052 | — | 25,052 | ||||||||||||
John Tonner | 2,000 | 52,882 | — | 54,882 | ||||||||||||
Ramjeet Jerrybandan | 2,000 | 13,314 | 7,200 | 22,514 | ||||||||||||
Gerard J. Pereira | 2,000 | 37,519 | 7,200 | 46,719 |
Name | | | Severance ($) | | |||
Frederick W. McTaggart | | | | 1,404,075 | | | |
David W. Sasnett | | | |||||
663,300 | | |
Name | | | Change In Control ($) | | |||
David W. Sasnett | | | | 994,950 | | | |
John B. Tonner | | | | | 312,025 | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($) | | |||||||||
Brian E. Butler* | | | | | 40,000 | | | | | | 27,925 | | | | | | 67,925 | | |
Carson K. Ebanks* | | | | | 38,500 | | | | | | 27,025 | | | | | | 65,525 | | |
Richard L. Finlay*(2) | | | | | 62,950 | | | | | | 31,375 | | | | | | 94,325 | | |
Clarence B. Flowers, Jr.* | | | | | 36,300 | | | | | | 25,075 | | | | | | 61,375 | | |
Wilmer F. Pergande*(3) | | | | | 130,100 | | | | | | 28,900 | | | | | | 159,000 | | |
Leonard J. Sokolow*(4) | | | | | 65,600 | | | | | | 28,900 | | | | | | 94,500 | | |
Raymond Whittaker* | | | | | 58,700 | | | | | | 30,175 | | | | | | 88,875 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
Brian E. Butler* | 38,550 | 15,800 | 54,350 | |||||||||
Carson K. Ebanks* | 35,200 | 15,200 | 50,400 | |||||||||
Richard L. Finlay*(2) | 46,700 | 15,200 | 61,900 | |||||||||
Clarence B. Flowers, Jr.* | 35,200 | 15,200 | 50,400 | |||||||||
Wilmer F. Pergande*(3) | 138,700 | 19,400 | 158,100 | |||||||||
Leonard J. Sokolow*(4) | 66,700 | 19,400 | 86,100 | |||||||||
Raymond Whittaker*(5) | 65,100 | 18,800 | 83,900 |
based on five annual meetings.
based on four meetings per year.
based on three meetings per year.
based on two meetings per year.
| | | Consolidated Water Co. Ltd. | | | S&P 500 Index | | | Peer Group Index | | |||||||||
2012 | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |
2013 | | | | | 190.54 | | | | | | 129.60 | | | | | | 114.82 | | |
2014 | | | | | 144.32 | | | | | | 144.36 | | | | | | 126.31 | | |
2015 | | | | | 165.41 | | | | | | 143.31 | | | | | | 137.70 | | |
2016 | | | | | 146.62 | | | | | | 156.98 | | | | | | 184.82 | | |
2017 | | | | | 170.27 | | | | | | 187.47 | | | | | | 211.45 | | |
Consolidated Water Co. Ltd. | S&P 500 Index | Peer Group Index | ||||||||||
2010 | 100.00 | 100.00 | 100.00 | |||||||||
2011 | 93.57 | 100.00 | 99.52 | |||||||||
2012 | 80.70 | 113.40 | 113.89 | |||||||||
2013 | 153.76 | 146.97 | 130.62 | |||||||||
2014 | 116.47 | 163.71 | 145.12 | |||||||||
2015 | 133.48 | 162.52 | 159.08 |