UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934
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☐ | Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 |
CECO ENVIRONMENTAL CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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APRIL 24, 2019
Dear Stockholder:
We are pleased to invite you to attend CECO Environmental Corp.’s Annual Meeting of ContentsStockholders at 8:00 a.m. Central Time on Wednesday June 5, 2019 at The Westin Stonebriar Hotel, 1549 Legacy Drive, Frisco, Texas, 75034. The following pages contain information regarding the Annual Meeting and the matters proposed for your consideration and vote.
Our Annual Meeting agenda again will include an advisory “Say-on-Pay” vote to approve the compensation paid to our named executive officers. At last year’s meeting, approximately 98% of the votes cast approved our Say-on-Pay proposal. During 2018, we continued our focus on aligning our executive compensation programs with the interests of our stockholders. We also continued to reach out to our largest stockholders for their feedback. This year you will also have an opportunity to vote on the frequency of the Say-on-Pay advisory vote.
We urge you to carefully consider the information in the Proxy Statement regarding the proposals. Your vote is important to us, regardless of whether or not you plan to attend the Annual Meeting in person. We have included voting instructions within this material and we urge you to vote as soon as possible.
On behalf of our entire Board of Directors, we thank you for your continued ownership and support of CECO Environmental Corp.
Sincerely,
Jason DeZwirek Chairman of the Board | Dennis Sadlowski Chief Executive Officer |
THESE PROXY SOLICITATION MATERIALS AND CECO ENVIRONMENTAL CORP.’S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2018, INCLUDING THE RELATED FINANCIAL STATEMENTS, ARE FIRST MADE AVAILABLE TO STOCKHOLDERS ON OR ABOUT APRIL 24, 2019.
CECO ENVIRONMENTAL CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: | ||||||
Wednesday, June 5, 2019 | ||||||
Time: | 8:00 a.m., Central Time | |||||
Place: | THE WESTIN STONEBRIAR HOTEL 1549 LEGACY DRIVE FRISCO, TEXAS 75034 | |||||
Record Date: | Stockholders of record at the close of business on April 8, 2019 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. | |||||
Agenda: | To elect eight directors for aone-year term. | |||||
Proposal 2: | ||||||
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2018
To the Stockholders of CECO Environmental Corp.
Notice is hereby given that the annual meeting (“Annual Meeting”) of the stockholders of CECO Environmental Corp. (“CECO,” the “Company,” “we,” “us” or “our”) will be held at 14651 N. Dallas Parkway, Suite 118, Dallas, Texas 75254 on June 12, 2018 at 8:30 a.m., Central time, for the following purposes:
Proposal 3: | To recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer |
To ratify the appointment of BDO USA, LLP as |
Voting Recommendations: | The Company recommends that you vote as follows: | ||||
Proposal 1: | FOR each director nominee. | ||||
Proposal 2: | FOR the approval, on an advisory basis, of the compensation paid to our named executive officers. | ||||
Proposal 3: | For everyONE YEAR as the frequency of future advisory votes to approve named executive officer compensation. | ||||
Proposal 4: | FOR the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019. |
Stockholders of record at the close of business on April 13, 2018, are entitled to notice of and to vote at the Annual Meeting. We are taking advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders on the internet. We believe that these rules provide you withwill receive proxy materials more quickly and reducethat this method reduces the environmental impact of our Annual Meeting. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our proxy materials and Annual Report to Stockholders for the year ended December 31, 2017,2018, and to vote online or by telephone.
online. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials in the proxy statement.Proxy Statement (the “Proxy Statement”).
By Order of the Board of Directors
Jason DeZwirek
Chairman of the Board of Directors
April 24, 2019
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PROXY STATEMENT | 1 | |||
PROPOSAL 1 ELECTION OF DIRECTORS | 2 | |||
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EXECUTIVE COMPENSATION | 13 | |||
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PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 30 | |||
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AUDIT MATTERS | 32 | |||
32 | ||||
32 | ||||
PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 34 | |||
OTHER INFORMATION | 35 | |||
Security Ownership of | 35 | |||
36 | ||||
INFORMATION FOR THIS ANNUAL MEETING | 37 | |||
INFORMATION FOR OUR 2020 ANNUAL MEETING | 39 |
April 27, 2018
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FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 20185, 2019
This proxy statementProxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CECO Environmental Corp., a Delaware corporation (“we,” “us,” “CECO” or the “Company”), of proxies to be voted at the annual meeting of stockholders of the Company to be held at 8:3000 a.m., Central time,Time, at 14651 N. Dallas Parkway, Suite 118, Dallas,The Westin Stonebriar Hotel, 1549 Legacy Drive, Frisco, Texas 75254,75034, on June 12, 2018,5, 2019, or any postponement or adjournment thereof (the “Annual Meeting”). These proxy solicitation materials and CECO’s Annual Report to stockholders for the year ended December 31, 2017, including related financial statements, were first made available to our stockholders entitled to notice of and to vote at the Annual Meeting on or about April 27, 2018.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting Toto Be Held on June 12, 5, 2019. This Proxy Statement and the CECO Environmental Corp. 2018 — our Annual Report to Stockholders, this proxy statement and the related proxy cardwhich includes our Annual Report on Form10-K, are available at www.cecoenviro.com/investors.aspx. The content on any website referred to in this proxy statementProxy Statement is not incorporated by reference into this Proxy Statement.
We will provide a copy of our proxy materials for the Annual Meeting to any stockholder without charge upon written or oral request addressed to CECO Environmental Corp., to the attention of the Corporate Secretary, 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254 or by phone at (214)357-6181. Any stockholder may also receive a copy of our Annual Report on Form10-K for the year ended December 31, 2018 as filed with the SEC, without exhibits, upon written request to the address above.
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ELECTION OF DIRECTORS
Our Board consists of eight directors, each serving aone-year term. Upon the recommendation of our Nominations and Corporate Governance Committee of the Board, our Board has proposed there-election of each of our existing directors to serve as directors until the next annual meeting or until their successors have been duly elected and qualified. If, for any reason, any nominee should become unable or unwilling to serve as a director, our Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named in the proxy card may exercise their discretion to vote your shares for the substitute nominee.
All of our directors who served during 2018, other than Messrs. DeZwirek, Pollack and Sadlowski, qualify as independent directors in accordance with the listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”). The NASDAQ independence definition includes a series of objective tests, including that the director is not an employee of our Company and has not engaged in various types of business dealings with us. In addition, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Name | Director Since | Independent | Audit Committee | Compensation Committee | Nominations & Corporate Governance Committee | ||||||||||||||||||||
Jason DeZwirek Chairman of the Board | 1994 | ||||||||||||||||||||||||
Dennis Sadlowski Chief Executive Officer | 2016 | ||||||||||||||||||||||||
Jonathan Pollack Assistant Secretary President of JMP Fam Holdings, Inc. | 2011 | ||||||||||||||||||||||||
Eric M. Goldberg President of All American Events & Tours | 2013 | X | X | ||||||||||||||||||||||
David B. Liner Former Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Roper Technologies, Inc. | 2017 | X | X | X | Chair | ||||||||||||||||||||
Claudio A. Mannarino President of Sette CS, Inc. | 2015 | X | Chair | X | |||||||||||||||||||||
Munish Nanda President, Americas & Europe of Watts Water Technologies, Inc. | 2018 | X | X | ||||||||||||||||||||||
Valerie Gentile Sachs Former Vice President, General Counsel and Corporate Secretary of OM Group, Inc. | 2016 | X | Chair | X | |||||||||||||||||||||
Our Board believes that collectively our directors provide the diversity of experience and skills necessary for a well-functioning board. Our Board values highly the ability of individual directors to contribute to a constructive board environment and believes that our current directors perform in such a manner. Below is a description of each director’s background, professional experience, qualifications and skills.
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JASON DEZWIREK (48) has been our Chairman of the Board since May 2013. Previously, he served as Secretary of our Company from February 1998 until September 2013. In 1999, Mr. DeZwirek founded Kaboose Inc., a family focused online media company. Mr. DeZwirek served as the Chairman and CEO of Kaboose Inc. until its sale to Disney Online (a subsidiary of The Walt Disney Company) and Barclays Private Equity Limited in June 2009. Mr. DeZwirek also previously served as a director and corporate secretary of API Technologies Corp. (NASDAQ:ATNY), a prime contractor in electronics, highly engineered systems, secure communications and electronic components andsub-systems for the defense and aerospace industries, from November 2006 through January 2011. Mr. DeZwirek also is and has been involved in private investment activities. With his experience at Kaboose Inc., Mr. DeZwirek brings broad executive expertise, including operations, technology, management and strategy. Having served as a director of our Company for over 20 years, he also has a breadth of knowledge of the overall issues our Company faces. | ||
DENNIS SADLOWSKI (58) served as our Interim Chief Executive Officer and President from January 2017 until his permanent appointment as Chief Executive Officer in June 2017 and as a director since May 2016. Previously, he was the Chief Operating Officer of LSG Sky Chefs North America, a provider of food and food-related services for transportation providers, from April 2013 until March 2015. As Chief Operating Officer, Mr. Sadlowski oversaw operations across over 40 locations in North America and managed over 8,000 employees. Previously, Mr. Sadlowski served as the Chief Executive Officer of International Battery, an early stage green tech company focused on large format lithium ion batteries for the grid storage markets, from September 2011 until April 2012. Mr. Sadlowski worked at Siemens from July 2000 to March 2010, serving as the President & Chief Executive Officer of Siemens Energy & Automation, Inc. from July 2007 until October 2009, an operating subsidiary of the global manufacturer Siemens AG, where he had executive accountability for the company’s global strategic direction, operating performance and marketplace success. His responsibilities at Siemens Energy & Automation included overseeing six operating divisions along with a combined sales organization, a number of wholly-owned subsidiaries and over 12,000 employees. Mr. Sadlowski has also previously worked at General Electric and Thomas & Betts. Mr. Sadlowski was a former member of the board of directors and audit committee of Trojan Battery, a privately-held global leader in deep cycle lead-acid batteries. Mr. Sadlowski earned a bachelor’s degree in Chemical and Nuclear Engineering from the University of California at Berkeley, and his master’s degree in Business Administration from Seattle University. Mr. Sadlowski blends global strategic leadership capabilities along with operating depth across a variety of long cycle businesses. He has led global executive teams to strong organic growth supplemented with targeted acquisitions. Having served on the board of both private and public companies, Mr. Sadlowski brings a strategic focus to growth and a strong market orientation to the board room. Additionally, as our Chief Executive Officer, he provides our Board with valuable insight on theday-to-day operations of our Company and any current issues it may face. |
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JONATHAN POLLACK (47) has been the President of JMP Fam Holdings, Inc. since 2000 and has served as our Assistant Secretary since May 2012. Previously, he served as Executive Vice President of API Technologies Corp. (NASDAQ:ATNY) from September 2009 and as a director from June 2007 until, in each case, January 2011. Mr. Pollack also served on its audit committee and compensation committee from January 2007 through September 2009. From March 2005 through its sale in June 2009, he served as the Chief Financial Officer and Corporate Secretary of Kaboose Inc. (TSX:KAB). Prior thereto, he worked in investment banking in New York. Mr. Pollack is currently a director of Aeterna Zentaris Inc. (NASDAQ: AEZS) and an officer of AcuityAds Holdings Inc. (TSXV: AT). Mr. Pollack was a director of Hanfeng Evergreen Inc. (TSX:HF) from November 2010 until February 2013 and then was reappointed to the board of directors in February 2014 and served as the lead director until August 2014. He was also a director of Pinetree Capital Ltd. (TSX:PNP) from February 2014 until April 2015. Mr. Pollack received a Master of Science degree in Finance from the London School of Economics and a Bachelor of Commerce degree from McGill University. He sits on the boards of several philanthropic organizations in Toronto, Ontario, including the Mt. Sinai Hospital Foundation, the Crescent School Foundation and the Sterling Hall School Foundation. Mr. Pollack brings over 20 years of financial, strategic and merger and acquisitions expertise to our Board, which will assist our Board as we continue to expand our business. He also brings experience serving on the board of directors of other public companies. | ||
ERIC M. GOLDBERG (49) has served as the President of All American Events & Tours, a Pittsburgh, Pennsylvania-based sports incentive company, specializing in providing unique and customized experiences for retail and corporate clients since 1996. Since 2007, he has also been a principal of GKK Capital, a commercial real estate development company. From 1996 until 1999, Mr. Goldberg was the general counsel for Native American Nations, a company focusing on developing business strategies for Native American tribes throughout the United States. From 2010 until 2011, he served as a director of API Technologies Corp. (NASDAQ:ATNY). Mr. Goldberg received a Bachelor of Science degree in Management from the Tulane University A. B. Freeman School of Business and a Juris Doctorate from the University of Miami School of Law. Mr. Goldberg is licensed to practice law in the State of Florida. Mr. Goldberg brings over 20 years of sales, marketing, operations, strategic planning and legal expertise to our Board, which assists our Board as we continue to expand our business. |
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DAVID B. LINER (63) served as General Counsel, Corporate Secretary and Chief Compliance Officer of Roper Technologies, Inc. (NYSE: ROP) from August 2005 until June 2016 and as a Vice President until his retirement in January 2018. Roper Technologies, a component of the S&P 500, designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. Mr. Liner helped execute Roper Technologies’ acquisition program, deploying over $5 billion in assets and acquiring over 40 businesses. Prior to joining Roper Technologies, Mr. Liner served as a corporate partner in the Detroit office of Dykema Gossett, a national law firm, where he headed the firm’s automotive industry practice and founded the firm’s China practice. He had previously been the Vice President, General Counsel and Assistant Secretary of Metaldyne Corporation, formerly MascoTech, Inc. (NYSE: MSX), a manufacturer of products for the global transportation industry. Mr. Liner earned a bachelor’s degree from the University of Michigan and his Juris Doctor from Wayne State University Law School. Mr. Liner brings extensive legal, transactional and corporate governance expertise to our Board that will assist us as we continue to expand our business and create stockholder value. Having built and led a global corporate compliance and risk program as the General Counsel of a public company, he has developed expertise in areas of governance and compliance which will provide strong support and additional depth to our Board and to the committees on which he may serve. Mr. Liner also brings international experience to our Board, including past international board service. | ||
CLAUDIO A. MANNARINO (48) is the President of Sette CS Inc., a management consulting firm. From June 2014 to November 2015, he served as the Senior Vice President and Chief Financial Officer of API Technologies Corp. (NASDAQ: ATNY), a leading provider of RF/microwave, microelectronics and security technologies for critical and high-reliability applications. He also served as API’s Senior Vice President, Finance from January 2010 to June 2014 and as its Chief Financial Officer and Vice President of Finance from November 2006 to January 2010. Prior to that, he served in various, senior-level management roles throughout API’s finance organization. Before joining API, Mr. Mannarino served as Controller for two divisions of Transcontinental, Inc., a Canadian publicly traded company on the Toronto Stock Exchange. Mr. Mannarino holds a Bachelor of Commerce degree from the University of Ottawa and attained his Certified Management Accountant certification in 1996. Mr. Mannarino brings over 20 years of financial, strategic and merger and acquisition expertise to our Board, which will assist us as we expand our business. |
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MUNISH NANDA (54) has served as the President, Americas & Europe of Watts Water Technologies, Inc. (NYSE: WTS), a global manufacturer of plumbing, heating and water quality products, since February 2016. He joined Watts Water in April 2015 as President, Americas. Mr. Nanda previously served as President of Control Technologies for ITT Corporation from April 2011 to March 2015 and as Group Vice President of ITT Corporation’s Fluid and Motion Control Group from April 2008 to April 2011. ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Prior to joining ITT Corporation, Mr. Nanda held several operating leadership and general management positions with Thermo Fisher Scientific Corporation and Honeywell International Inc. Mr. Nanda graduated with a Bachelor of Engineering degree in Production Engineering with Honors from Regional Engineering College Tiruchy in India and earned an MBA from Northern Arizona University. Mr. Nanda brings over 25 years of experience working in senior operational management roles for global industrial manufacturers, which will assist us as we continue to grow and streamline our business. Mr. Nanda also brings extensive experience in the fluid handling, energy and niche manufacturing industries. | ||
VALERIE GENTILE SACHS (63) served as the Vice President, General Counsel and Corporate Secretary of OM Group, Inc. (NYSE: OMG), a global developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals, from September 2005 through the completion of its sale in November 2015 to Apollo Global Management. She had executive responsibility for OM Group’s world-wide Legal, Internal Audit and Environment, Health & Safety operations. She also served on the boards of directors and acted as Managing Director of numerous U.S. andnon-U.S. entities affiliated with OM Group. Prior to joining OM Group, Ms. Sachs served as Executive Vice President, General Counsel and Secretary ofJo-Ann Stores, Inc. (NYSE: JAS), aUS-based retailer. She had previously served as General Counsel of Marconi plc (LSE and NASDAQ: MONI), a London-based, global communications and information technology company. Ms. Sachs has been a trustee of a regional humane society and is active with a number of charitable organizations fighting hunger and meeting basic human needs. She earned her bachelor’s degree (B.L.S.—Chemistry) with honors from Bowling Green State University and her Juris Doctor from Case Western Reserve University School of Law, where she was a member of Law Review and a DeWitt Scholar. Ms. Sachs brings a combination of legal expertise, extensive executive management and leadership experience to our Board. She has been an integral part of executive management teams that have effectively worked through strategic transitions, integrations and restructurings and is very familiar with international operating challenges and opportunities. As the General Counsel of three public companies, she has developed expertise in the areas of governance, compliance and executive compensation, which will provide strong support and additional depth to our Board and to the committees on which she may serve. |
In order to be elected, a nominee must receive a plurality of the votes cast at the meeting in person or by proxy. If prior to the meeting a director nominee is unable or unwilling to serve, which our Board does not anticipate, the proxy will be voted for a substitute nominee selected by our Board, or our Board may choose to reduce its size.
Our Board recommends a vote "FOR" the election of each director nominee named above.
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Our Board held twelve meetings during 2018. Our Board’s policy regarding director attendance at the annual meeting of stockholders is that directors are encouraged to attend, and that we will make all appropriate arrangements for directors to attend. All of the directors attended our 2018 annual meeting of stockholders. During 2018, all directors attended at least 75% of the aggregate number of meetings of our Board and the committees on which they served in 2018.
Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominations and Corporate Governance Committee.
Audit Committee
Members: | Claudio A. Mannarino, Chair |
David B. Liner |
Munish Nanda |
The Audit Committee held six meetings in 2018.
Our Board has determined that Mr. Mannarino qualifies as an audit committee financial expert as defined in Item 407(d)(5) of RegulationS-K of the Securities Exchange Act of 1934 (the “Exchange Act”), and that each of our Audit Committee members is independent under the applicable NASDAQ listing requirements and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”).
The primary purpose of our Audit Committee is to assist our Board in its general oversight of the integrity of our Company’s financial statements and of our Company’s compliance with legal and regulatory requirements. Its responsibilities include overseeing and reviewing:
• the financial reports and other financial information; • our Company’s system of internal accounting and financial controls; • the engagement of our independent auditor; and • the annual independent audit of our financial statements. | ||
Our Audit Committee also reviews and approves the services of our independent auditors and evaluates transactions where the potential for a conflict of interest exists. Our Audit Committee’s purposes are more fully described in its written charter, a copy of which can be found on our websitewww.cecoenviro.comon the Investor Relations, Corporate Governance section.
Compensation Committee
Members: | Valerie Gentile Sachs, Chair |
Eric M. Goldberg |
David B. Liner |
The Compensation Committee held ten meetings in 2018.
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Each member of our Compensation Committee is independent under the applicable NASDAQ listing requirements. Our Compensation Committee oversees our compensation programs, with particular attention to the compensation for our CEO and the other named executive officers. Our Compensation Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. Its primary purpose is to assist our Board in matters related to compensation of our executive officers. Its responsibilities include:
• reviewing and approving corporate goals and objectives for the compensation of our Chief Executive Officer (“CEO”), evaluating our CEO’s performance in light of those goals and objectives, and determining and recommending to our Board for approval, our CEO’s compensation level based on this evaluation; and • approving or making recommendations to our Board with respect to the compensation of our other executive officers. | ||
Our Compensation Committee also administers our equity programs, including our 2017 Equity and Incentive Compensation Plan and our Employee Stock Purchase Plan. Our Compensation Committee reports to our Board on all compensation matters regarding our directors, executives, and other key salaried employees. Our Compensation Committee annually reviews and approves the compensation for our directors, executives and other key salaried employees. It does not generally delegate any of its authority to other persons, although it has the power to delegate certain authority as permitted by applicable law and the NASDAQ listing standards to subcommittees, our Board or management. Our Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, including the role of executive officers and the Compensation Committee’s independent consultant in determining or recommending the amount or form of compensation of our named executive officers, are discussed in the “Compensation Discussion and Analysis” section below.
Nominations and Corporate Governance Committee
Members: | David B. Liner, Chair |
Claudio A. Mannarino |
Valerie Gentile Sachs |
The Nominations and Corporate Governance Committee held three meetings in 2018.
Each member or our Nominations and Corporate Governance Committee is an independent director under the applicable NASDAQ listing requirements. Our Nominations and Corporate Governance Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. Its primary purposes are:
• to identify individuals qualified to become Board members; • to make recommendations to our Board regarding Board and committee composition; • to develop and recommend to our Board corporate governance principles applicable to our Company; and • to oversee the evaluation of our Board and management. | ||
Our Nominations and Corporate Governance Committee identifies individuals qualified to become Board members and makes recommendations to our Board regarding Board and committee composition, consistent with the Director Nomination Policy described below. It also recommends Board members for committee membership. A copy of the Director Nomination Policy can be found on our websitewww.cecoenviro.comon the Investor Relations, Corporate Governance section.
Our Bylaws provide stockholders the ability to nominate candidates for election as directors at an annual meeting of stockholders. Stockholders who wish to nominate a candidate should submit the candidate’s name and the other information required by our Bylaws to our Corporate Secretary and follow the procedures stated in our Bylaws. These procedures are summarized below in “Information for Our 2020 Annual Meeting.”
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In addition to the formal procedure set forth in our Bylaws for the nomination of directors by stockholders, our Nominations and Corporate Governance Committee has adopted a policy to consider stockholder recommendations of candidates for nomination to our Board who stockholders submit outside the process in the Company’s Bylaws discussed above. Our Nominations and Corporate Governance Committee will consider director candidates recommended by stockholders for inclusion on the slate of directors recommended to our Board on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in our Director Nomination Policy, as well as any other criteria approved by our Board from time to time. Our Nominations and Corporate Governance Committee will determine whether to interview any candidate. Recommendations must include the candidate’s name, contact information and a statement unless expressly noted.of the candidate’s background and qualifications, and must be mailed to the following address: CECO Environmental Corp., 14651 N. Dallas Parkway, Suite 500, Dallas, TX 75254-8809, Attention: Corporate Secretary.
Board Leadership Structure and Risk Oversight
The positions of Chairman of the Board and Chief Executive Officer are held by different individuals: Mr. DeZwirek serves as Chairman and Mr. Sadlowski serves as Chief Executive Officer. Our Bylaws provide that any two or more offices may be held by the same person, but our Board believes that the current separation of the offices of Chief Executive Officer and Chairman reflects the difference in the roles of those positions. Our Chief Executive Officer is responsible for determining the strategic direction and theday-to-day leadership of our Company. Our Chairman facilitates and provides leadership to our Board and executive management and ensures they are focused on key issues. The Chairman of the Board shares common understanding of the organization with the executive management and provides focus to ensure our Board is effective in its task of setting and implementing the Company’s strategy.
The separation of the roles of Chief Executive Officer and Chairman and the independence of a majority of our Board help ensure independent oversight of management. All of our directors, other than the Chairman, Mr. DeZwirek, the Chief Executive Officer, Mr. Sadlowski, and Mr. Pollack, qualify as independent under the applicable NASDAQ listing requirements. The standing committees — the Audit Committee, the Compensation Committee and the Nominations and Corporate Governance Committee — are comprised entirely of independent directors and provide independent oversight of management. Additionally, thenon-management directors regularly meet in executive session and the independent directors meet in executive session, as required.
Our management is responsible for identifying, assessing and managing the material risks facing our Company. Our Board performs an important role in the review and oversight of these risks, and generally oversees our Company’s risk management practices and processes, with a strong emphasis on financial controls. Our Board has delegated primary oversight of the management of (i) financial and accounting risks and related-party transaction risks to our Audit Committee, (ii) compensation risk to our Compensation Committee, and (iii) corporate governance risk to our Nominations and Corporate Governance Committee. To the extent that the Audit Committee, Compensation Committee or the Nominations and Corporate Governance Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board.
Director Qualifications and Diversity
Our Board believes that the Board, as a whole, should have a diverse range of characteristics and skills to function at an optimal level in exercising its oversight over our Company. When evaluating a person for nomination for election to our Board, the qualifications and skills considered by our Board, including our Nominations and Corporate Governance Committee, include:
• Whether the person will qualify as a director who is “independent” under applicable laws and regulations, and whether the person is qualified under applicable laws and regulations to serve as a director of our Company; • Whether the person is willing to serve as a director, and willing to commit the time necessary for the performance of the duties of a director; • The contribution that the person can make to our Board, with consideration being given to the person’s business experience, education, skills, conflicts of interest, the interplay of the candidate’s experience with that of other board members, and such other factors as our Board may consider relevant; and • The character and integrity of the person. | ||
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Our Board applies a broad concept of diversity, which includes all of the criteria listed in the paragraph below together with other factors such as the nominee’s experience and leadership abilities. When our Board seeks new director candidates to add to our Board or to replace directors who have resigned or recommends there-election of incumbent directors, our Board selects director nominees on the basis of all of these criteria with the goal of finding the best match for our Board.
With respect to skill set diversity, our Board seeks to have directors and nominees composed of qualified professionals with a broad range of skills, but believes in a diverse mix of background, experience, expertise, perspectives, gender, age and ethnicity. Our current directors have a broad range of skills, expertise and diversity, some of which have been described in the director profiles. Diversity helps to create a balanced Board to effectively develop strategies for our Company’s growth.
Code of Ethics and Corporate Governance Guidelines
We have adopted a Code of Ethics that applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions) and Corporate Governance Guidelines applicable to our directors to assist our Board in following corporate guidelines that serve the best interests of our Company. The Code of Ethics and Conduct and Corporate Governance Guidelines for the Board of Directors are posted on our websitewww.cecoenviro.comon the Investor Relations, Corporate Governance section. We will post on our website any amendments to or waivers of the Code of Ethics and Conduct for executive officers or directors in accordance with applicable laws and regulations. The information on or accessible through our website is not a part of or incorporated by reference into this Proxy Statement.
Stockholder Communications with Directors
Our Board has adopted a process by which stockholders may communicate with our Board for matters other than director nominations. Stockholders who would like to communicate with our Board or a committee of our Board should send the communication to: Chairman of the Board, CECO Environmental Corp., 2300 Yonge Street, Suite 1710, Toronto, Ontario M4P 1E4.
Our Chairman of the Board, Mr. DeZwirek, will forward such communications to our Board at or prior to its next regular meeting. Stockholders wishing to communicate only with the independent directors can address their communications to “Independent Directors, c/o Chairman of the Board” at the same address above. These communications will be forwarded to the independent directors at or prior to the next meeting of the independent directors.
Our Board or the independent directors will determine, in their respective sole discretion, the method by which any such communications will be reviewed and considered.
Ournon-management directors receive the following compensation for their service on our Board, except for Mr. DeZwirek, who does not receive the annual cash retainer or fees for his service as our Chairman of the Board, although we pay fees to a company he controls for management consulting services as described in footnote 1 to the table below.
Director Service | Compensation ($) | |||
Annual cash retainer, paid quarterly: | 45,000 | |||
Annual equity retainer: | 70,000 | |||
Annual Chairman of the Board cash retainer:1 | — | |||
Annual Committee Chair supplement: | ||||
Audit Committee: | 30,000 | |||
Compensation Committee | 15,000 | |||
Nomination and Corporate Governance Committee | 15,000 |
(1) | In lieu of paying an annual cash retainer or fees to Mr. DeZwirek for his service as Chairman of the Board, we pay consulting fees to Icarus Investments Corp. (“Icarus”). For a description of this arrangement, see “Certain Transactions” below. |
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Our Compensation Committee has determined that granting RSUs in lieu of cash meeting payments simplifies the directors’ compensation while promoting the ownership of common stock. We therefore granted RSUs covering 11,218 shares of common stock in June 2018 to each of thenon-management directors serving at that time. The RSUs generally vest on theone-year anniversary of the grant. We also reimburse or pay our Board members their reasonable travel andout-of-pocket expenses to attend meetings. Beginning in 2019, ournon-management directors are eligible to participate in the Company’s U.S. health plan with 100% of the premium payable by the enrolled director. In addition, until September of 2018, we paid for office space at our Toronto facility, which is used by Icarus and Mr. DeZwirek.
The following table reflects the 2018 compensation paid to each of our directors who served at any time during 2018, other than Mr. Sadlowski, who is also a Company employee and receives no additional compensation for his services as a director. The table does not include reimbursed expenses for attending meetings. The terms of service of two long-term directors, Mr. Rudin and Mr. Wright, expired at our 2018 Annual Meeting.
Name
|
Fees Earned or Paid in Cash ($)
| Stock Awards1 ($)
|
All Other
| Total ($)
| ||||||||||||||||
Jason DeZwirek |
|
— |
|
|
70,000 |
|
|
240,000 2 |
|
|
310,000 |
| ||||||||
Eric M. Goldberg |
|
45,000 |
|
|
70,000 |
|
|
— |
|
|
115,000 |
| ||||||||
David B. Liner |
|
60,000 |
|
|
70,000 |
|
|
— |
|
|
130,000 |
| ||||||||
Claudio A. Mannarino |
|
75,000 |
|
|
70,000 |
|
|
— |
|
|
145,000 |
| ||||||||
Munish Nanda |
|
13,475 |
|
|
70,000 |
|
|
— |
|
|
83,475 |
| ||||||||
Jonathan Pollack |
|
45,000 |
|
|
70,000 |
|
|
78,000 3 |
|
|
193,000 |
| ||||||||
Seth Rudin |
|
31,525 |
|
|
— |
|
|
— |
|
|
31,525 |
| ||||||||
Valerie Gentile Sachs |
|
60,000 |
|
|
70,000 |
|
|
— |
|
|
130,000 |
| ||||||||
Donald A. Wright |
|
31,525 |
|
|
— |
|
|
— |
|
|
31,525 |
| ||||||||
(1) | Represents the grant date fair value of RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), disregarding estimated forfeitures, rather than amounts realized by the named individuals. Assumptions used in calculating these amounts are included in Note 10 to the Company’s audited financial statements included in our Company’s Annual Report on Form10-K for the year ended December 31, 2018. The stock awards shown in the table above represent the RSU awards granted to our directors in 2018. The table below shows the aggregate number of unvested RSUs and unexercised options held by each of ournon-management directors as of December 31, 2018. |
Name
|
RSUs (#)
|
Stock Options (#)
| ||||||
Jason DeZwirek |
|
17,476 |
|
|
— |
| ||
Eric M. Goldberg |
|
17,476 |
|
|
15,000 |
| ||
David B. Liner |
|
11,218 |
|
|
— |
| ||
Claudio A. Mannarino |
|
17,476 |
|
|
— |
| ||
Munish Nanda |
|
11,218 |
|
|
— |
| ||
Jonathan Pollack |
|
17,476 |
|
|
103,000 |
| ||
Valerie Gentile Sachs |
|
15,632 |
|
|
— |
| ||
(2) | This amount reflects the fees we paid to Icarus, a company controlled by Mr. DeZwirek, pursuant to which Icarus provides us management consulting services. For a description of this arrangement, see “Certain Transactions” below. In addition, until September of 2018, we paid for office space at our Toronto facility, which is used by Icarus and Mr. DeZwirek, that approximated $50,000. |
(3) | This amount reflects the fees we paid to JMP Fam Holdings, Inc., a company controlled by Mr. Pollack, for consulting services performed by Mr. Pollack during 2018. Pursuant to an oral arrangement, JMP Fam Holdings provides us with strategic advisory services, including the evaluation of financing options, capital structure and potential acquisitions, for a monthly fee of $6,500. |
Our Board has implemented mandatory stock ownership guidelines fornon-management directors to further align the interests ofnon-management directors and stockholders. Eachnon-management director is required to own shares of our common stock having a value equal to a specified multiple of thenon-management director’s regular annual cash retainer. On December 3, 2018, our Board increased the minimum stock ownership requirement from three times the regular annual cash retainer to five times that amount.Non-management directors have five years from the later of December 3, 2018 or the date of his or her election or appointment to our Board to attain such ownership levels. Our Compensation Committee in its
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discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. For purposes of this requirement, anon-management director’s stock ownership includes all shares of our common stock owned by thenon-management director outright or held in trust for the director and the director’s immediate family, plus anon-management director’s restricted stock or equivalent units. The value of a share is measured as the greater of the then current market price or the closing price of a share of our common stock on the acquisition or grant date.
Since January 1, 2018, we have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than five percent (5%) of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transaction described below.
We are a party to an oral agreement with Icarus pursuant to which Icarus provides us management consulting services regarding our corporate policies, marketing, strategic and financial planning, including long- and short-term goals, mergers and acquisitions and other business combinations, financing, growth plans and other related matters, for $20,000 per month. Icarus is controlled by our Chairman of the Board, Jason DeZwirek. We paid fees of $240,000 to Icarus for its services during 2018. These fees are also shown in the 2018 Director Compensation Table above as “All Other Compensation” for Mr. DeZwirek. In addition, until September of 2018, we paid for office space at our Toronto facility, which is used by Icarus and Mr. DeZwirek, that approximated $50,000.
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Compensation Discussion and Analysis
Our executive compensation program is designed to attract, motivate, retain and reward executive talent to achieve our business goals, with the ultimate goal of increasing stockholder value. This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our CEO and the other executive officers included in the “2018 Summary Compensation Table,” who are referred to in this CD&A as our “named executive officers.” This CD&A puts in perspective the information set forth in the “2018 Summary Compensation Table” that follows in this Proxy Statement.
Compensation Highlights
In 2018 our Compensation Committee implemented changes to our executive compensation programs to be more competitive in the market for talent and to more closely align with industry best practices and the long-term interests of our stockholders.
• Our 2018 annual performance-based cash incentive compensation program was designed so that no amount would be payable unless we achieved our operating income goal at or above 100% for Mr. Sadlowski, our Chief Executive Officer (“CEO”), and Mr. Eckl, our Chief Financial Officer (“CFO”) and at or above 90% for Mr. Gohr, our Chief Accounting Officer. • We introduced performance-based restricted stock units (“PRSUs”) as a vehicle under our long-term equity incentive program and generally required attainment of specified levels of adjusted EBITDA (as calculated for purposes of our Company’s quarterly financial reports) (“Adjusted EBITDA”) in 2020 for all or a portion of those PRSUs to vest. We also granted time-based restricted stock units (“RSUs”) that generally vest ratably over four or five years. • We increased the percentage of the total target compensation “at risk” for our CEO, so that for 2018 half of his total target cash compensation was performance-based and 70% of his total target equity compensation was performance-based. In 2018, we also included an additional performance-based goal to drive aggressive, sustainable growth that increased his total equity compensation opportunity to 80% if stretch performance is achieved, which would result in our CEO earning the maximum number of PRSUs that were granted. We discuss this program below under “2018 Equity Grant Detail.” • We revised our stock ownership guidelines to apply to all executives, including our named executive officers. Our CEO is required to own our stock having a value of five times his base salary. Our CFO is now required to own our stock having a value equal to three times his base salary, and our other executive officers (currently, only Mr. Gohr) are required to own our stock having values equal to their base salaries. | ||
Our other compensation practices include the following:
• We adopted a clawback policy in 2017 that permits us to recover excess incentive-based compensation paid to an executive officer if we are required to restate our financial statements due to material noncompliance with the financial reporting requirements under United States federal securities laws and such executive officer willfully committed an act of fraud, dishonesty or recklessness in the performance of his duties that contributed to the noncompliance or benefitted materially as a result of receiving excess incentive-based compensation. • We use tally sheets when determining executive compensation. • We review executive compensation paid by our peers to evaluate appropriate executive compensation. • Our Compensation Committee has engaged an independent executive compensation consultant to provide advice on compensation matters. • We provide limited perquisites. | ||
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Stockholder Engagement
At our 2018 Annual Meeting of Stockholders, approximately 98% of the votes cast on our advisory “Say-on-Pay” proposal was for approval of the compensation we paid to our named executive officers. Our Compensation Committee believes that this strong approval reflects our continued efforts to improve our compensation practices. As in the prior year, during 2018, we had direct contact and discussions with stockholders representing approximately 50% of our outstanding shares. Our CEO and CFO as well as some of our directors participated in these discussions and provided stockholder feedback toour Board as a whole.Our Compensation Committee considered the 2018 Say-on-Pay voting results at its subsequent meetings and remains dedicated to continuous improvement to our executive compensation programs, although it did not make any changes to our executive compensation policies or practices that were specifically driven by the outcome of that vote.
Compensation Policy and Objectives
Our Compensation Committee believes that an effective executive compensation program rewards the achievement of annual, long-term and strategic goals set by the Company and aligns our named executive officers’ interests with those of our other stockholders. Our executive compensation program is designed to attract, motivate, retain and reward highly qualified individuals who are committed to the achievement of solid financial performance and excellence in the management of our Company assets. To accomplish this objective, our executive compensation program is designed to provide competitive compensation and to link compensation to our Company’s financial and operational performance. Our Compensation Committee generally evaluates compensation against individual and external market factors to help ensure that we maintain our ability to attract, motivate and retain key executive talent.
Total compensation for our named executive officers generally is comprised of base salary, short-term incentives and long-term incentives, a portion of which is designed to be earned based on our Company’s financial performance. From time to time, our Compensation Committee may approve discretionary cash bonuses or special equity awards to recognize and reward a named executive officer’s individual effort in certain circumstances.
Compensation Committee Role
Our Compensation Committee oversees our compensation programs, with particular attention to the compensation for our CEO and the other named executive officers, to ensure that our compensation philosophy is consistent with the best interests of the Company and our stockholders. It reviews and approves (or, as appropriate, recommends to our Board for approval) changes to our executive compensation policies and programs. While our Compensation Committee has established objective, formula-based arrangements, it believes that an effective executive compensation program also requires the use of sound business judgement and the ability to exercise discretion. Accordingly, our Compensation Committee retains discretion to adjust the mix of cash and equity compensation components, adjust the mix of RSUs and PRSUs awarded, and offer other forms of equity-based compensation. From time to time, our Compensation Committee exercises its discretion and modifies the recommended adjustments or awards to our named executive officers. We believe that this discretion allows our Compensation Committee to better calibrate the relative contributions of each named executive officer and to respond to market practices as our business needs change.
Role of Compensation Consultants in Compensation Decisions
Our Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to advise our Compensation Committee on executive compensation matters. At our Compensation Committee’s direction, Meridian prepared, presented and made recommendations on peer group data, competitive market pay, compensation structure and general market trends. More specifically, Meridian provided market and peer group data to give our Compensation Committee context for our Company’s annual incentive plan participants, target award opportunities and the appropriate allocation among financial metrics. In addition, Meridian recommended that our Compensation Committee set the annual incentive targets to align with our Company’s short-term business strategy and to complement our long-term incentive structure, as well as to be measurable and specific with respect to goals and ranges tied to creating stockholder value. In revising our executive compensation programs to be more market competitive and more closely aligned with what we believe are industry best practices, our Compensation Committee considered the information presented by Meridian.
Meridian has also provided a review of our fixed, variable and long-term compensation against our peer group for our named executive officers. Our Compensation Committee reviewed and discussed the data but determined that it did not warrant any adjustments to our current compensation structure or awards.
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Our Compensation Committee assessed the independence of Meridian, as required under the NASDAQ listing requirements, and considered and assessed all relevant factors, including those set forth in Rule10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Meridian during 2018. Based on this review, our Compensation Committee did not identify any conflict of interest raised by the work of Meridian. Meridian does not provide any services to management or any other services to our Company.
Role of Executive Officers in Compensation Decisions
Our annual and long-term incentive-based executive compensation is structured to reward our executives for achieving our Company’s business goals. From time to time, our Compensation Committee relies upon recommendations made by our management, and in particular, our CEO, regarding compensation for our executives other than our CEO. As part of its review and establishment of the performance criteria and compensation of our named executive officers, our Compensation Committee meets separately with our CEO at least once each year and with our other executives as it deems appropriate. Our CEO and such other executives as our CEO deems appropriate annually review the performance of each of our other named executive officers (other than our CEO) with our Compensation Committee and makes recommendations to our Compensation Committee regarding such named executive officers’ compensation. Our Compensation Committee makes its compensation decisions for our named executive officers other than the CEO based on that review and the recommendations of our CEO. Each year, our CEO’s performance is reviewed by ournon-executive directors, and based on that review, our Compensation Committee makes a recommendation to thenon-executive directors regarding the compensation of our CEO.
Setting Executive Compensation
Our Compensation Committee evaluates the performance of our CEO and the other named executive officers as described above and reviews and approves the annual salary and any annual cash incentive, bonus, long-term stock-based compensation and other material benefits of our named executive officers other than our CEO, subject to the terms of any applicable employment agreements. Based on the recommendations of our Compensation Committee, ournon-management directors approve the annual salary and any annual cash incentive, bonus, long-term stock-based compensation and other material benefits of our CEO, subject to the terms of his employment agreement.
External Pay Comparisons
Our Compensation Committee considers external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. In December 2018, our Compensation Committee identified a peer group that it believes more appropriately reflects our peers for purposes of determining executive compensation in subsequent years; however, for purposes of 2018 compensation decisions we used the following peer group, which has been the same since 2015, except that TRC Companies, Inc. was removed following its acquisition in 2017.
• Aegion Corporation | • Federal Signal Corporation | • Ormat Technologies, Inc. | ||||
• Ameresco, Inc. | • Graco Inc. | • Powell Industries, Inc. | ||||
• Chart Industries, Inc. | • Graham Corporation | • Preformed Line Products Co. | ||||
• CIRCOR International, Inc. | • HC2 Holdings, Inc. | • Thermon Group Holdings Inc. | ||||
• Douglas Dynamics, Inc. | • Heritage-Crystal Clean Inc. | • US Ecology, Inc. | ||||
• Enphase Energy, Inc. • Esco Technologies, Inc. | • Lydall, Inc. | • Williams Industrial Services Group Inc. (formerly known as Global Power Equipment Group Inc.) |
We are currently in the bottom quartile of this peer group in terms of size, based primarily on revenue and market capitalization. Based on its review of the peer group data and market data and other factors discussed in this Compensation Discussion and Analysis, Meridian determined that our CEO’s 2018 total target compensation approximates the 25th percentile of this peer group, which corresponds to our Company’s size within the peer group, as described above.
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2018 Executive Compensation
Our Company’s financial performance reflected solid progression in 2018. We had year-over-year organic revenue growth and exceeded our operating income and free cash flow targets for the year. As a result of this performance, our named executive officers earned cash incentive compensation for 2018 and received RSUs. As incentive for future performance, the named executive officers were granted PRSUs that give them the opportunity to earn shares based on our Company’s future performance. The charts below show the proportion of salary and actual annual cash incentive payments for 2018 and the RSUs and PRSUs granted in 2018 for each named executive officer. The PRSUs noted below represent the grant date fair value and assume maximum achievement with respect to performance conditions.
Elements of Compensation
Our executive compensation program consists of cash, with a fixed salary and an annual cash incentive opportunity, and equity generally in in the form of RSUs and PRSUs. We have in the past also granted stock options to our executives, but stock options are not currently part of our ongoing executive compensation program. From time to time we have paid discretionary cash bonuses to recognize and reward executives, if the circumstances warrant.
Base Salary
We provide our named executive officers with a base salary to compensate them for the expertise and value they bring to us. Base salary is determined for each individual based on the executive’s position and responsibility, taking into account the executive’s impact level, external market data, scope of responsibility, prior experience, past accomplishments and other similar factors, and whether the particular base salary is subject to any existing employment agreement.
Salary levels for our named executive officers are reviewed and approved by the Compensation Committee annually as well as upon a promotion or other change in job responsibility. The salary levels, including any increases, are also based on our Compensation Committee’s evaluation of the individual’s strengths, development and expected future contributions with respect to the corporate goals and objectives relevant to the individual’s compensation, including individual performance. In 2018, our Compensation Committee approved the following base salaries for our named executive officers. When Messrs. Sadlowski and Eckl joined our Company, each entered into an employment agreement on terms negotiated at arms’ length. Mr. Sadlowski did not receive an increase in his salary in 2018. Mr. Eckl’s salary increased from $300,000 to $335,000 as of January 9, 2018 in accordance with the terms of his employment agreement. Mr. Gohr received an increase in his base salary of approximately 4% effective April 1, 2018 based on his performance.
Named Executive Officer | Base Salary Rate ($) (as of 12/31/18) | |
Dennis Sadlowski | 575,000 | |
Matthew Eckl | 335,000 | |
Paul Gohr | 200,000 |
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Cash Incentive Compensation
We believe that a portion of our named executive officers’ cash compensation should be earned based on our annual performance, so that our executives are appropriately motivated to maximize our financial and operating performance each year. Early each year, our Compensation Committee selects executives to participate in the annual incentive program and determines the amount of the award and the performance goals for the participant. Afteryear-end, our Compensation Committee determines whether the objectives and conditions for earning the awards have been met.
For 2018, our Compensation Committee approved annual incentive award opportunities for our named executive officers based on objective Company financial performance goals. Each named executive officer had an incentive award opportunity expressed as a percentage of his 2018 salary. The percentages were 100% of salary for Mr. Sadlowski, 55% of salary for Mr. Eckl and 35% of salary for Mr. Gohr. At target performance, each named executive officer would receive 100% of his incentive award opportunity. If our Company’s performance in 2018 exceeded the target, the annual incentive payout could be up to a maximum 200% of the incentiveaward opportunity for each of Messrs. Sadlowski and Eckl and up to a maximum 120% of the incentive award opportunity for Mr. Gohr.
Our Compensation Committee selected revenue, adjusted operating income and adjusted free cash flow as the performance metrics for our 2018 cash incentive program because it believed that improvement in these three metrics would drive stockholder value. For purposes of the cash incentive program, we make certain adjustments deemed appropriate by the Compensation Committee and as noted below.
Revenue: To determine achievement of our revenue metric, we used revenue as reported in our financial statements.
Operating Income: For purposes of determining achievement of this performance metric, we adjusted operating income as reported in our financial statements to exclude the following special items: (1) amortization and earnout expenses, and (2) loss on divestitures, net of selling costs.
Free Cash Flow: We calculated free cash flow by adjusting cash flows from operating activities as reported in our financial statements to exclude earnout payments and to include acquisitions of property and equipment.
Our Compensation Committee gave equal weight to each of the three performance metrics; however, it determined that unless our Company achieved a specified level of operating income (100% of target for Messrs. Sadlowski and Eckl and 90% of target for Mr. Gohr), no cash incentive would be paid.
Metric | Threshold (dollars in millions) (50% Payout) | Target (dollars in millions) (100% Payout) | Maximum (dollars in millions) (200% / 120% Payout) | Weighting | ||||||||||||||||
Revenue | 309.3 | 343.7 | 412.4 | 33% | ||||||||||||||||
Operating Income1 | 21.7 | 21.7 | 28.2 | 33% | ||||||||||||||||
Free Cash Flow | 17.2 | 19.1 | 24.8 | 33% |
(1) | As noted above, Mr. Gohr’s specified minimum level of operating income is 90% or a threshold of $19.5 million. |
If the target level for each performance metric is attained, the cash incentive award is designed to pay out at 100% for that metric. The threshold is the lowest level of payout below which no payment is made for the specific component. If performance for a metric is between the identified threshold and target, or target and maximum, the actual payout is determined based on straight-line mathematical interpolation. Regardless of the actual attainment of any of the individual metrics, the cash incentive awards were designed so that no payout would be made for any named executive officer unless we achieved the specified minimum level of operating income for the performance period (as noted above).
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In early March 2019, our Compensation Committee determined the degree to which the cash incentive award goals for 2018 were achieved. For 2018, the actual achievements for the specific performance metrics are set forth below. The “Achievement Percentage” indicates the performance for that metric as compared to the target. The “Payout Percentage” for each metric is determined based on the applicable interpolation of the achievement between the threshold and target, or target and maximum, levels. Mr. Gohr had a different Payout Percentage for operating income and free cash flow, since his maximum payout opportunity for each metric was 120% of target. After giving equal weighting to each metric, the total payout as a percentage of target was determined.
Metric | Achievement (dollars in millions) | Achievement Percentage | Payout Percentage for CEO & CFO | Payout Percentage for Mr. Gohr | ||||||||||||
Revenue | 337.3 | 98% | 90% | 90% | ||||||||||||
Operating Income | 24.1 | 111% | 137% | 107% | ||||||||||||
Free Cash Flow | 21.7 | 114% | 146% | 110% | ||||||||||||
|
|
|
| |||||||||||||
Aggregate Percentage | 373% | 307% | ||||||||||||||
Average | x .333 | x .333 | ||||||||||||||
|
|
|
| |||||||||||||
Total Payout as a Percentage of Target | 124% | 102% |
Since the specified minimum operating income levels for our named executive officers were achieved, our named executive officers earned the amounts shown below under the 2018 annual cash incentive program. The amount of each annual cash incentive payment is also shown in our 2018 Summary Compensation Table under the column captioned“Non-Equity Incentive Plan Compensation.”
Named Executive Officer | Target Opportunity as Percentage of Salary | Payout Percentage | Salary ($) | Amount of Incentive Payment ($) | ||||||||||||||||||||||||
Dennis Sadlowski | 100% | x | 124% | x | 575,000 | = | 715,561 | |||||||||||||||||||||
Matthew Eckl | 55% | x | 124% | x | 334,192 | = | 228,736 | |||||||||||||||||||||
Paul Gohr | 35% | x | 102% | x | 198,423 | = | 70,991 |
Other Bonus Payments
No discretionary bonuses were paid to our named executive officers for 2018, although the Compensation Committee may from time to time approve the payment of a discretionary bonus if the circumstances warrant.
Long-Term Equity Compensation
Our Compensation Committee believes that granting stock-based awards and options from time to time provides our executives with a strong economic interest in maximizing stockholder returns over the longer term and is important in retaining and recruiting the key talent necessary to ensure our Company’s continued success. As a result, our equity compensation plans have been designed to promote the long-term financial interests and growth of our Company by helping attract and retain management with the ability to contribute to the success of the business, by providing an opportunity for increased equity ownership by our executives and by maintaining competitive levels of total compensation.
Under our 2017 Incentive Plan, awards may take the form of restricted stock grants, bonus stock grants without restrictions,non-qualified stock options, incentive stock options, RSUs, performance-based awards and certain other awards. Our Compensation Committee believes that the ability to grant various types of equity awards offers more flexibility in designing the overall compensation packages. Our Compensation Committee administers our equity compensation plans.
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2018 Equity Grant Detail
In 2018, our Compensation Committee approved a change to our Company’s long-term equity incentive practices and provided for grants of long-term incentive awards that generally consist of RSUs that generally vest over time and PRSUs that generally vest only to the extent our Company attains the performance goal established by our Compensation Committee. To the extent stock units vest, the recipient receives one share of our common stock for each vested stock unit and an amount in cash equal to the dividends that would have been paid on the underlying common stock since the date of the stock unit grant.
For 2018, the value of the total stock units awarded to each named executive officer was based on a fixed dollar amount determined by our Compensation Committee with Meridian’s guidance. To determine the number of stock units, we divided the value of the award by $5, which was higher than the per share price of our stock at the time of grant. Our Board determined that the higher value more appropriately reflected the value for purposes of the awards. For our CEO and CFO, our Compensation Committee allocated the stock units between RSUs and PRSUs. Because he serves as our CEO, our Compensation Committee determined that Mr. Sadlowski would be granted equity awards with an aggregate value of approximately $500,000, and that his awards would be more heavily allocated to PRSUs, 70% of the target long-term incentive award value with the remaining 30% allocated to RSUs. For Mr. Eckl, our Compensation Committee determined that his equity awards would have an aggregate value of approximately $250,000, with the target long-term incentive award value allocated evenly between RSUs and PRSUs. Our Compensation Committee determined that Mr. Gohr should receive RSUs valued at $50,000 and PRSUs valued at $37,500.
The 2018 stock units that were designated as RSUs vest over time. Pursuant to his employment agreement, in early 2018 Mr. Eckl was granted 20,000 RSUs that generally vest in substantially equal annual installments over a five-year period. Our Compensation Committee took those RSUs into account and granted him an additional 5,000 RSUs, so that his combined RSUs would reflect the fixed dollar amount for RSUs established by our Compensation Committee. The additional RSUs granted to Mr. Eckl and the RSUs granted to the other named executive officers generally vest in four substantially equal annual installments. All of the 2018 RSU awards granted to all of our named executive officers are shown in the “2018 Grants of Plan-Based Awards Table” below in this Proxy Statement.
The 2018 stock units that were designated as PRSUs generally vest in three years on March 15, 2021 to the extent our Company attains the Adjusted EBITDA goals for the 2020 fiscal year established by our Compensation Committee. The Adjusted EBITDA metric was used to help align our named executive officers’ rewards with our stockholder interests and to help create a stronger and more direct connection to success drivers and stock price performance.
Based on Adjusted EBITDA achievement, our named executive officers are eligible to earn PRSUs in the following amounts, with no interpolation between the performance levels.
PRSUs Granted (#) | |||||||||||||||
2020 Adjusted EBITDA Performance Level | Dennis Sadlowski | Matthew Eckl | Paul Gohr | ||||||||||||
Target | 70,000 | 25,000 | 7,500 | ||||||||||||
Maximum | 120,000 | 50,000 | — |
If the “target” Adjusted EBITDA performance level is not achieved, then no PRSUs will be earned by any of the named executive officers. Messrs. Sadlowski and Eckl both have a significant portion of their annual equity opportunity tied to PRSUs due to their leadership positions and responsibilities for our financial performance, and their PRSUs have a target Adjusted EBITDA goal that would result in their earning the target number of PRSUs and a “stretch” level Adjusted EBITDA goal that would result in their earning the maximum number of PRSUs. In 2018, Mr. Gohr was granted a PRSU award in addition to his annual RSU grant.The only goal or “target”Adjusted EBITDA level for Mr. Gohr’s PRSU award is equal to the “maximum” Adjusted EBITDA level under the PRSU awards of Messrs. Sadlowski and Eckl. Our Compensation Committee believed that if we achieved the stretch goal for Adjusted EBITDA so that Messrs. Sadlowski and Eckl earned the maximum PRSUs, then Mr. Gohr should also be rewarded with PRSUs vesting in addition to his annual RSUs grant.
We do not disclose in this Proxy Statement the specific, forward-looking Adjusted EBITDA goals that we established for the PRSUs granted in 2018 because (i) these goals relate to executive compensation to be earned and/or paid in future years, and (ii) we believe that disclosure of such goals before the applicable performance period has commenced would cause us
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competitive harm. However, we expect to disclose such goals in a future Proxy Statement once the applicable performance period has ended as part of our discussion and analysis about the amounts earned by our named executive officers under these awards. In setting the applicable achievement levels, our Compensation Committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years. We believe that the target goals for Messrs. Sadlowski and Eckl will require considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. Achievement of the maximum goal for Messrs. Sadlowski and Eckl (and the target goal for Mr. Gohr) is considered to be a stretch goal given current market conditions. The PRSU grants made in 2018 for our named executive officers are set forth in the “2018 Grants of Plan-Based Awards Table” below in this Proxy Statement.
Options
We also issue options from time to time under our equity compensation plans to provide long-term equity compensation to our executives. None of the named executive officers received options in 2018.
Personal Benefits and Perquisites
We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program and better enable us to attract and retain employees for key positions. These perquisites consist of car allowances and payment of life insurance premiums.
Retirement and Post-Employment Benefits
Our Company sponsors a 401(k) retirement plan for substantially all of our U.S. employees (the “401(k) Plan”), pursuant to which we match contributions each pay period at 100% of the employee’s contributions for the first 3% of eligible compensation, and 50% of the employee’s contribution on the next 3% of eligible compensation, for a maximum match of 4.5% of eligible compensation. Our named executive officers participate in the 401(k) Plan on the same terms as our other eligible employees. We believe the 401(k) Plan, which has limited cost to our Company, is set at a reasonable level, is highly valued by participants, and is part of a competitive compensation program consistent with our overall goal of attracting and retaining qualified employees.
Agreements with Individual Named Executive Officers
We have employment agreements with Messrs. Sadlowski and Eckl. We entered into the June 10, 2017 employment agreement with Mr. Sadlowski in connection with his appointment as our permanent CEO, having served as our interim CEO for the previous four months pursuant to an interim offer letter dated January 26, 2017. We entered into an employment agreement with Mr. Eckl effective as of January 9, 2017 when he joined our Company as our CFO. These employment agreements set forth the basic terms and conditions of employment for such named executive officers, including initial base salary, annual incentive opportunity, andlong-term incentive opportunity, as well as certainsign-on equity and cash bonus compensation and certain perquisites and personal benefits. The employment agreements also include customary restrictive covenants and provide for certain severance compensation and benefits in the event of a qualifying termination of employment. The terms of these employment agreements reflect the product of arms’ length negotiations between the individual and the Company. We do not have an employment agreement with Mr. Gohr.
For more information regarding these individual arrangements and the benefits provided thereunder, please see “Potential Payments Upon Termination or Change in Control” below.
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Stock Ownership Guidelines
To reinforce the alignment of our CEO’s long-term financial interest with the interests of our stockholders, we have required our CEO to own shares of our common stock having a value equal to at least five times his base salary. During 2018, our Compensation Committee revised our stock ownership guidelines to require our other executives to own shares of our common stock having values equal to the applicable multiple of base salary set forth in the table below:
Named Executive Officer | Ownership Requirement (as a multiple of base salary) | |||
Chief Executive Officer | 5X | |||
Chief Financial Officer | 3X | |||
Other Executives, Including Our Other Named Executive Officers | 1X |
Our executive officers have five years after becoming subject to these guidelines to achieve the stock ownership required. Our Compensation Committee in its discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. For purposes of this requirement, stock ownership includes all shares of our common stock owned by the named executive officer directly or held in trust for the executive or the executive’s immediate family. In addition, restricted stock and RSUs are also included in determining whether the required level of ownership has been attained. For purposes of the stock ownership requirements, the value of a share is measured as the greater of the then current market price or the closing price of a share of the common stock on the grant date.
Clawback Policy
In April 2017, our Board adopted a clawback policy that provides if (1) our Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the U.S. federal securities laws and (2) our Board reasonably in good faith determines that any current or former “Section 16 officer” of our Company willfully committed an act of fraud, dishonesty or recklessness that contributed to the noncompliance or benefitted materially from excessive incentive-based compensation, then our Board may direct the Company to use prompt and reasonable efforts to recover the excessive incentive-based compensation paid to the individual.
Risk Considerations in our Compensation Program
Our executive compensation consists of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income so our executives are not pressured to focus exclusively on short-term gains, which may be detrimental to long-term stock price appreciation and other business metrics. The variable portions of compensation consist of cash incentives and long-term equity incentives (restricted stock units and performance-based restricted stock units). Incentive compensation is generally tied to the achievement of corporate performance goals based on metrics established by our Compensation Committee. For 2018, we used adjusted operating income, revenue and adjusted free cash flow for short-term cash incentives and Adjusted EBITDA for long-term equity incentives. We believe that the variable components of compensation motivate our executives to produce short- and long-term corporate results while the fixed element of compensation helps provide security so that management is not encouraged to take unnecessary or excessive risks in working to produce such results. Periodically, our Compensation Committee conducts a risk review of the compensation programs for all employees, including our named executive officers. Although no new comprehensive review was conducted in 2018, based on our previous review in 2016 and following discussions held in Compensation Committee meetings that addressed risks associated with our plans and metrics, we believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.
Tax and Accounting Considerations
We recognize a charge to earnings for accounting purposes for equity awards over their requisite service period. With respect to the tax deductibility of compensation, although the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code was repealed as part of the late 2017 U.S. tax reform, generally effective as of January 1, 2018, our Compensation Committee still considers the tax deductibility of compensation. However, our Compensation Committee is fully authorized to approve compensation that may not be deductible when it believes that such payments are appropriate to attract and retain executive talent.
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Conclusion
We recognize the importance of attracting, motivating, retaining and rewarding executive talent who can effectively lead our business. Our Compensation Committee continues to analyze and adjust our compensation programs to emphasize the alignment of our named executive officers’ interests with the long-term interests of our stockholders. It seeks to incentivize our named executive officers to maximize our Company’s performance and reward them for their achievements. With the various components of our executive compensation programs, our Compensation Committee seeks a balance between fixed andat-risk compensation, cash and equity, and short-term and long-term rewards with the ultimate objective of creating long-term value for our stockholders.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, by incorporation by reference, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
This report is submitted on behalf of the members of the Compensation Committee:
Valerie Gentile Sachs, Chair
Eric M. Goldberg
David B. Liner
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2018 Summary Compensation Table
The following table sets forth certain information with respect to the compensation earned during the years ended December 31, 2018 and 2017 by Mr. Sadlowski, our principal executive officer, Mr. Eckl, our principal financial officer, and Mr. Gohr, our other executive officer. All of these individuals became executive officers in 2017, and we refer to them collectively as “our named executive officers.”
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
Dennis Sadlowski, Chief Executive Officer | 2018 | 575,000 | — | 742,500 | 715,561 | 29,692 | 2,062,753 | |||||||||||||||||||||
2017 | 531,629 | 1 | 201,644 | 2 | 471,716 | — | 27,526 | 1,232,515 | ||||||||||||||||||||
Matthew Eckl, Chief Financial Officer | 2018 | 334,192 | — | 357,650 | 228,736 | 18,795 | 939,373 | |||||||||||||||||||||
2017 | 282,693 | 115,000 | 2 | 368,940 | — | 199,636 | 5 | 966,269 | ||||||||||||||||||||
Paul Gohr, Chief Accounting Officer | 2018 | 198,423 | — | 86,625 | 70,991 | 18,347 | 374,386 | |||||||||||||||||||||
2017 | 176,137 | 30,000 | 50,004 | — | 12,727 | 268,868 |
(1) | Mr. Sadlowski’s salary in 2017 includes a cash retainer of $14,125 for his service on our Board prior to being appointed as our CEO in June of that year. |
(2) | Mr. Sadlowski’s 2017 bonus was paid for the period from January 1, 2017 through May 31, 2017 while he served as our interim chief executive officer pursuant to the terms of a written agreement with him. The amount for Mr. Eckl includes a $65,000“sign-on” cash bonus when he joined our Company in 2017 pursuant to the terms of his employment agreement. |
(3) | This column reflects the aggregate grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. There is no assurance that the named executive officers will realize these amounts. Assumptions used in calculating these amounts are included in Note 10 to the Company’s audited financial statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 2018. The 2017 amount for Mr. Sadlowski includes $70,001 for RSUs he received for services as a director while serving as our interim CEO. For PRSU awards, the grant date fair value represents the probable outcome of the applicable performance conditions. Assuming maximum achievement with respect to the performance conditions, the grant date value of the PRSUs would be $594,000 for Mr. Sadlowski, $247,500 for Mr. Eckl, and $37,125 for Mr. Gohr. |
(4) | Amounts reported in this column for 2018 include the following: |
Named Executive Officer | 401 (k) Matching Contributions ($) | Term Life ($) | Car ($) | Total ($) | ||||||||||||
Dennis Sadlowski | 15,170 | 2,522 | 12,000 | 29,692 | ||||||||||||
Matthew Eckl | 6,504 | 291 | 12,000 | 18,795 | ||||||||||||
Paul Gohr | 8,565 | 182 | 9,600 | 18,347 |
(5) | Includesone-time payment of $181,472 related to relocation expenses in conjunction with Mr. Eckl’s hiring. |
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2018 Grants of Plan-Based Awards Table
Estimated Possible Payouts | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(3) | Awards ($)(4) | |||||||||||||||||||||||||||
Dennis Sadlowski | — | 575,000 | 1,150,000 | — | — | — | — | — | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | — | — | 30,000 | 148,500 | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | 70,000 | 120,000 | — | 594,000 | 5 | |||||||||||||||||||||||||||
Matthew Eckl | — | 184,000 | 368,000 | — | — | — | — | — | ||||||||||||||||||||||||||||
2/12/18 | — | — | — | — | — | — | 20,000 | 85,400 | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | — | — | 5,000 | 24,750 | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | 25,000 | 50,000 | — | 247,500 | 5 | |||||||||||||||||||||||||||
Paul Gohr | — | 69,500 | 83,400 | — | — | — | — | — | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | — | — | 10,000 | 49,500 | ||||||||||||||||||||||||||||
4/19/18 | — | — | — | — | 7,500 | — | — | 37,125 | 5 |
(1) | The amounts shown in the “Target” and “Maximum” columns consist of annual performance-based cash compensation opportunities for 2018 provided to the named executive officers and further described in the Compensation Discussion and Analysis above. The “Threshold” column shows dashes because the ultimate value of the performance-based compensation opportunities could be reduced to essentially zero. Please see the “2018 Summary Compensation Table” for information about cash incentives actually paid to these named executive officers. |
(2) | The amounts shown in the “Target” and “Maximum” columns for Messrs. Sadlowski and Eckl, and the amount shown in the “Target” column for Mr. Gohr, represent the potential payout levels with respect to PRSU awards granted to such officers in 2018, which amounts may be earned based on Adjusted EBITDA performance during the 2020 fiscal year and will generally vest, subject to continued employment, on March 15, 2021. Please see the “Compensation Discussion and Analysis” above for more information about these PRSU awards. |
(3) | The amounts shown in this column consist of RSU awards to Messrs. Sadlowski, Eckl and Gohr. Please see the Compensation Discussion and Analysis above for more information about these awards. |
(4) | Represents the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures, rather than amounts realized by the named executive officers. Assumptions used in calculating these amounts are included in Note 10 to the Company’s audited financial statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 2018. |
(5) | The amounts shown represent the grant date fair value for the maximum PRSUs awarded to Messrs. Sadlowski and Eckl and the targeted PRSUs for Mr. Gohr. |
For information regarding the terms of the employment agreements in effect with our named executive officers during 2018, please see “Potential Payments Upon Termination or Change in Control.” For information regarding the terms of the awards described in the table above, please see “Compensation Discussion and Analysis.”
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Outstanding Equity Awards at 2018 FiscalYear-End
The following table sets forth information regarding outstanding equity awards for each named executive officer as December 31, 2018.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | |||||||||||||||||||||||||||
Dennis Sadlowski | 5/12/2016 | — | — | — | — | 4,414 | 29,795 | — | — | |||||||||||||||||||||||||||
6/10/2017 | — | — | — | — | 15,674 | 2 | 105,800 | — | — | |||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | 30,000 | 202,500 | — | — | ||||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | — | — | 70,000 | 6 | 472,500 | |||||||||||||||||||||||||||
6/10/2017 | — | — | — | — | — | — | 29,167 | 7 | 196,877 | |||||||||||||||||||||||||||
Matthew Eckl | 1/11/2017 | — | — | — | — | 12,000 | 3 | 81,000 | — | — | ||||||||||||||||||||||||||
1/11/2017 | — | — | — | — | 5,500 | 4 | 37,125 | — | — | |||||||||||||||||||||||||||
2/12/2018 | — | — | — | — | 20,000 | 3 | 135,000 | — | — | |||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | 5,000 | 33,750 | — | — | ||||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | — | — | 25,000 | 6 | 168,750 | |||||||||||||||||||||||||||
Paul Gohr | 10/1/2014 | 2,000 | 500 | 8 | 13.08 | 10/1/19 | — | — | — | — | ||||||||||||||||||||||||||
9/4/2015 | 3,000 | 1,000 | 9 | 9.44 | 9/4/19 | — | — | — | — | |||||||||||||||||||||||||||
9/4/2015 | — | — | — | — | 1,000 | 6,750 | — | — | ||||||||||||||||||||||||||||
9/8/2016 | — | — | — | — | 1,800 | 3 | 12,150 | — | — | |||||||||||||||||||||||||||
5/16/2017 | — | — | — | — | 4,095 | 27,641 | — | — | ||||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | 10,000 | 67,500 | — | — | ||||||||||||||||||||||||||||
4/19/2018 | — | — | — | — | — | — | 7,500 | 6 | 50,625 |
(1) | Represents unvested RSUs, which RSUs generally vest in four equal annual installments commencing one year after the grant date, except as otherwise indicated. |
(2) | These RSUs generally vest in three equal annual installments commencing one year after the grant date. |
(3) | These RSUs generally vest in five equal annual installments commencing one year after the grant date. |
(4) | These RSUs generally vest in two equal annual installments commencing one year after the grant date. |
(5) | Represents the market value of the awards based on the closing share price of our common stock on December 31, 2018 of $6.75. |
(6) | These PRSUs generally vest on March 15, 2021 based on the extent to which the applicable performance target is met. See “Compensation Discussion and Analysis” above for more information about these awards. |
(7) | Reflects the threshold number of performance units that could be earned to the extent stock price goals for atwo-year period ending June 10, 2020 are met. To the extent earned, the performance units generally vest on the third anniversary of the grant date. |
(8) | Options generally vest in five equal installments commencing one year after the grant date. |
(9) | Options generally vest in four equal installments commencing one year after the grant date. |
2018 Option Exercises and Stock Vested
Option Awards(1) | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Dennis Sadlowski | — | — | 17,686 | 110,317 | ||||||||||||
Matthew Eckl | — | — | 8,500 | 44,965 | ||||||||||||
Paul Gohr | — | — | 2,464 | 17,803 |
(1) | No stock options were exercised by any named executive officers in 2018. |
(2) | Amounts reflect the number of shares acquired on vesting valued at the closing price of our common stock on the business day immediately preceding the date of vesting. |
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Potential Payments Upon Termination or Change in Control
Our named executive officers may be entitled to certain payments upon voluntary or involuntary termination, retirement, death or disability or change in control. We have no formal policy regarding severance payments or retirement payments. We maintain disability and life insurance policies that would provide for certain benefits upon the death or disability of a named executive officer then serving as one of our employees.
The tables below summarize the amounts that each named executive officer would receive if his employment had terminated on December 31, 2018, the last business day of that year, under the various circumstances shown. The amounts include the value of such named executive officer’s equity awards outstanding as of that date based on the closing price of our common stock on such date ($6.75). For information about these equity awards held by our named executive officers, see “2018 Outstanding Equity Awards at FiscalYear-End” above. We also discuss these awards in the “Compensation Discussion and Analysis” above. If a named executive officer’s employment was terminated for cause, no amount would be payable.
Dennis Sadlowski | Death or Disability ($)(1) | Change in Control ($)(2) | Without Cause or for Good Reason ($)(1) | |||||||||
Cash Payments(3) | — | 1,290,561 | 1,290,561 | |||||||||
Accelerated Equity Awards | ||||||||||||
RSUs | 338,095 | 338,095 | 338,095 | |||||||||
PRSUs | 810,000 | 810,000 | 810,000 | |||||||||
Performance Units | — | 700,000 | — | |||||||||
COBRA(5) | 3,465 | 3,465 | 3,465 | |||||||||
|
|
|
|
|
| |||||||
Total | 1,151,560 | 3,142,121 | 2,442,121 | |||||||||
Matthew Eckl | Death or Disability ($)(1) | Change in Control ($)(2) | Without Cause or for Good Reason ($)(1) | |||||||||
Cash Payments(4) | — | 563,736 | 563,736 | |||||||||
Accelerated Equity Awards | ||||||||||||
RSUs | 286,875 | 286,875 | 286,875 | |||||||||
PRSUs | 337,500 | 337,500 | 337,500 | |||||||||
COBRA(5) | 300 | 300 | 300 | |||||||||
|
|
|
|
|
| |||||||
Total | 624,675 | 1,188,411 | 1,188,411 | |||||||||
Paul Gohr | Death or Disability ($)(1) | Change in Control ($)(2) | Without Cause or for Good Reason ($)(1) | |||||||||
Accelerated Equity Awards | ||||||||||||
RSUs | 114,041 | 114,041 | 114,041 | |||||||||
PRSUs | 50,625 | 50,625 | 50,625 | |||||||||
Options(6) | — | — | — | |||||||||
|
|
|
|
|
| |||||||
Total | 164,666 | 164,666 | 164,666 |
(1) | The accelerated vesting of all or part of outstanding RSUs, PRSUs, and stock options is subject to the discretion of our Compensation Committee in the event of an involuntary termination or a termination as a result of death or disability. For the purpose of this disclosure, we have assumed that all outstanding RSUs, PRSUs and stock options will be accelerated in such circumstances. In the event of death or disability, Mr. Sadlowski’s performance units would generally vest on apro-rata basis (based on the date of such death or disability) based on actual performance for the full performance period. For the purposes of this disclosure, we have assumed that none of Mr. Sadlowski’s performance units have vested because of stock price performance to date, and accordingly we have valued them at $0. |
(2) | The accelerated vesting of all or part of outstanding RSUs and stock option awards upon a change in control is generally subject to the discretion of our Compensation Committee, except that Mr. Eckl’s RSUs will vest immediately prior to the closing of a change in control pursuant to the terms of his employment agreement. Mr. Sadlowski’s performance units would generally vest in the event of a change in control based on performance through the date of the change in control, unless a replacement award is provided in accordance with the |
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applicable award agreement. If such a replacement award is provided, and Mr. Sadlowski is terminated by us without cause (as defined in the applicable award agreement) or by Mr. Sadlowski for good reason (as defined in the applicable award agreement), in each case within two years after the change in control, 100% of the replacement award will become vested. PRSU awards would generally vest in the event of a change in control based on “target” performance, unless a replacement award is provided in accordance with the applicable award agreement. If such a replacement award is provided, and the grantee is terminated by us without cause (as defined in the applicable award agreement) or by the grantee for good reason (as defined in the applicable award agreement), in each case within two years after the change in control, 100% of the replacement award will become vested. For the purposes of this disclosure, we have assumed that all outstanding awards will accelerate and that the named executive officer experiences a qualifying termination of employment on the date of the change in control. |
(3) | Mr. Sadlowski’s employment agreement provides, in the event of termination of employment by the Company without “cause” or by Mr. Sadlowski for “good reason” (as such terms are defined in his employment agreement), for (i) a lump sum equal to his annual base salary ($575,000); and (ii) a lump sum equal to apro-rated annual cash incentive payment for 2018 based on actual performance ($715,561). |
(4) | Mr. Eckl’s employment agreement provides, in the event of a termination of employment by the Company without “cause” or by Mr. Eckl for “good reason” (as such terms are defined in his employment agreement), for (i) a lump sum equal to the sum of his annual base salary ($335,000); and (ii) a lump sum equal apro-rated annual cash incentive payment for 2018 based on actual performance ($228,736). In the event of a change in control of the Company, in certain circumstances as described below, Mr. Eckl may be eligible for a lump sum cash amount equal to the sum of his annual base salary ($335,000) plus his annual cash incentive (equal to the same percentage of his annual base salary as the annual cash incentive, if any, that he received for the prior fiscal year ($228,736); if this amount were paid, it would be in lieu of the base salary ($335,000) lump sum that would be paid in anon-change in control termination. |
(5) | Represents the payment of COBRA reimbursements for 12 months following termination. Mr. Sadlowski’s employment agreement provides for the reimbursement of his COBRA payments if he elects continued coverage. Mr. Eckl’s employment agreement provides for a lump sum payment. |
(6) | No value is reported for Mr. Gohr’s stock options, because the exercise prices of such stock options exceeded the closing price of our common stock as of December 31, 2018. |
Employment Agreement with Mr. Sadlowski
We entered into an employment agreement on June 10, 2017 with Mr. Sadlowski in connection with his appointment as our permanent CEO. His employment agreement provides for the following:
• an initial annual base salary of $575,000 that is subject to annual review for any increase; • the opportunity to earn, based on achievement with respect to the applicable performance criteria established by our Compensation Committee, an annual cash bonus with a target bonus opportunity equal to no less than 100% of his base salary and a maximum bonus opportunity equal to no less than 200% of his base salary; • eligibility for market-competitive annual awards under our Company’s long-term incentive compensation arrangements as reasonably determined by our Compensation Committee after consideration of competitive market data provided by its independent compensation consultant, in accordance with Company policies and the applicable award agreements and incentive compensation plans under which such awards may be granted; • a monthly car allowance of $1,000; and • participation in the employee benefit plans, programs and policies for senior executives of our Company. | ||
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Employment Agreement with Mr. Eckl
We entered into an employment agreement on January 9, 2017 with Mr. Eckl when he joined our Company as our Chief Financial Officer. His employment agreement provides for the following:
• a base salary of $335,000 for 2018, which will thereafter be reviewed by us at least annually for any increase; • a target annual bonus opportunity equal to 55% of annual base salary for 2018, which will thereafter be annually reviewed by our Compensation Committee; • subject to approval by our Compensation Committee, an award in early 2018 of 20,000 RSUs that generally vests (subject to continued employment) in five equal annual installments commencing on the first anniversary of the date of grant; • a monthly car allowance of $1,000; and • participation in the employee benefit plans, programs and policies for senior executives of the Company. | ||
The employment agreements with Messrs. Sadlowski and Eckl also provide that if we terminate the executive’s employment without “cause” (as defined in each employment agreement) or if the officer terminates employment for “good reason” (as defined in each employment agreement), he will be entitled to receive (in addition to certain accrued compensation and other benefits), subject to his execution of a release: (1) a lump sum cash amount equal to his annual base salary; (2) a lump sum cash amount equal to a pro rata portion of the annual bonus he would have earned had he remained employed through the end of the fiscal year in which such termination occurs; and (3) for Mr. Sadlowski, reimbursement of monthly COBRA payments for up to 12 months after termination, and for Mr. Eckl, a lump sum cash amount equal to the product of 12, multiplied by the monthly COBRA premium for health, dental and vision benefits in effect for the officer, his spouse and his dependents.
In the event of a “change in control” (as defined in Mr. Eckl’s employment agreement) of our Company, if the successor entity or purchaser does not offer Mr. Eckl employment as Chief Financial Officer with a compensation package equal to or better than the combination of his annual base salary and annual bonus opportunity as in effect immediately prior to such change in control, then Mr. Eckl will resign as of the date of such change in control (or agree to resign as of the end of a reasonable transition period) and, subject to his execution of a release, he will be entitled to receive a lump sum cash amount equal to the sum of his annual base salary plus his annual bonus (equal to the same percentage of his annual base salary as the annual bonus, if any, that he received for the prior fiscal year). Immediately prior to the closing of a change in control, any unvested RSUs held by Mr. Eckl will immediately vest.
Pursuant to their employment agreements, Messrs. Sadlowski and Eckl are also subject toone-year post-employmentnon-competition obligations and indefinitenon-solicitation and confidentiality obligations. Each of these employment agreements also includes a customary indemnification provision. Mr. Sadlowski’s employment agreement also includes a mutualnon-disparagement provision that applies for one year following termination of his employment.
Chief Executive Officer Pay Ratio
For 2018, the ratio of the annual total compensation of our CEO (“CEO Compensation”) to the median of the annual total compensation of all our employees and those of our consolidated subsidiaries (other than our CEO) (“Median Annual Compensation”) was approximately 35 to 1. We note that due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision. Accordingly, this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with SEC rules, using the data and assumptions described below. We refer to the employee who received the Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2018 (the “Determination Date”). In general, we changed the date for purposes of this disclosure from November 30, 2017 (the date used for last year’s disclosure) to the current Determination Date to reflect our smaller employee population after the completion of our Zhongli divestiture (at the end of November) and due to the administrative benefits of obtaining information as of year-end rather than as of the end of November.
For purposes of this pay ratio disclosure, CEO Compensation was determined to be $2,062,753, which represents the total compensation reported for our CEO as set forth above in the 2018 Summary Compensation Table. For purposes of this pay ratio disclosure, Median Annual Compensation was determined to be $59,300 and was calculated using the same methodology we used for our named executive officers in the 2018 Summary Compensation Table.
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To identify the Median Employee, we measured cash compensation (as described below) for the period beginning on January 1, 2018 and ending on December 31, 2018 for 754 U.S. andnon-U.S. employees, representing all full-time, part-time, seasonal and temporary employees for us and our consolidated subsidiaries as of the Determination Date (except as described below and other than for our CEO). This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. This number excludes 19non-U.S. employees (consisting of 7 employees in Singapore, 4 employees in Canada and 8 employees in India, or collectively approximately 2% of our total workforce of 773 employees) and does not exclude any employees of businesses acquired by us or combined with us. This compensation measurement was calculated by totaling, for each employee, the following cash compensation elements: salary, wages, commissions, bonuses, and certain cash perquisites (such as moving allowance and automobile allowances). This cash compensation represents the consistently applied compensation measure that we used for our pay ratio determination. Specifically excluded from the consistently applied compensation measure were equity awards and Company contributions to 401(k) plans. Further, we did not utilize any statistical sampling,cost-of-living adjustments or annualization for purposes of this pay ratio disclosure.
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ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS
We are seeking your advisory(non-binding) vote approving the compensation of our named executive officers. We believe that the structure of our named executive officer compensation programs promotes the long-term interests of our stockholders. Our named executive officer compensation programs are designed to attract, retain, motivate and reward talented named executive officers who will achieve our business objectives and create long-term value for our stockholders. We believe that our compensation program rewards sustained performance that is aligned with long-term stockholder interests.
This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. We encourage stockholders to read the Executive Compensation sections of this Proxy Statement, including the Compensation Discussion and Analysis, which discusses our compensation policies and procedures, and the compensation of our named executive officers for 2018.
At our 2018 Annual Meeting of Stockholders, approximately 98% of the votes cast on our Say-on-Pay proposal were for approval of the compensation of our named executive officers. We believe that this indicates strong support for our continued focus on aligning our named executive officer compensation programs with the interests of our stockholders. During 2018, we continued to focus on pay for performance and in addition to granting time-based restricted stock units, we granted performance-based restricted stock units that only vest if our named executive officers attain the goals established by our Compensation Committee.
Our Board recommends a vote "FOR" the following resolution, providing an advisory approval of the compensation paid to our named executive officers: RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby approved.
This vote is required pursuant to Section 14A of the Exchange Act and is advisory andnon-binding; however, our Compensation Committee and our Board will review and expect to consider the results of the vote when making future determinations regarding our named executive officer compensation programs. Advisory Say-on-Pay votes have been scheduled to be held once every year. Depending on the results of Proposal 3 (the frequency of future Say-on-Pay votes), we expect to hold the next advisory vote to approve the compensation of our named executive officers in 2020, 2021 or 2022.
This proposal requires a favorable vote of the majority of shares represented at the Annual Meeting for advisory approval.
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ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are also seeking your advisory(non-binding) vote on the frequency of future advisory stockholder votes to approve the compensation paid to our named executive officers. Stockholders may indicate whether they prefer future advisory votes to approve named executive officer compensation every one, two, or three years, or they may abstain with respect to this proposal.
We have included a Say-on-Pay vote every year since 2013, and our Board has determined that it is appropriate to continue with an annual advisory vote to approve named executive officer compensation. Our Board believes that an advisory vote to approve named executive officer compensation every year will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the Proxy Statement. Setting aone-year period for holding this stockholder vote will enhance stockholder communication by providing a clear, simple means for us to obtain information more frequently on investor sentiment about our named executive officer compensation philosophy. It will also facilitate more timely responses to stockholder concerns.
When voting on this Proposal, you will have the option to recommend holding future advisory votes to approve the compensation of our named executive officers every one, two, or three years or to abstain entirely from voting on the matter. The frequency (one, two or three years) that receives the highest number of votes cast by stockholders will be the frequency of future advisory votes to approve named executive officer compensation that has been recommended by the stockholders. Abstentions and brokernon-votes are not treated as votes cast, so they will have no effect on the outcome of the vote. Although the vote isnon-binding, our Board will consider the outcome of this vote when deciding when to call for the next advisory vote to approve named executive officer compensation. However, because this vote is advisory only andnon-binding, our Board may nevertheless decide that it is in the best interests of our stockholders and our Company to hold an advisory vote to approve named executive officer compensation more or less frequently than the most popular option recommended by our stockholders.
We will hold the next advisory vote on the frequency of future advisory votes to approve named executive officer compensation in 2025.
Our Board recommends that you vote for every "ONE YEAR" as the frequency of future advisory votes to approve named executive officer compensation.
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Our Audit Committee has reviewed and discussed our Company’s audited financial statements for the fiscal year ended December 31, 2018, with our management and has discussed with BDO USA, LLP (“BDO”), our independent registered public accounting firm, those matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board (the “PCAOB”).
In addition, our Audit Committee has received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB, regarding BDO’s communications with our Audit Committee concerning independence, and our Audit Committee has discussed BDO’s independence with BDO.
Based on these reviews and discussions, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form10-K for the fiscal year ended December 31, 2018 for filing with the SEC.
Audit Committee
Claudio A. Mannarino, Chairman
David B. Liner
Munish Nanda
Independent Registered Public Accounting Firm Fees
The following table sets forth the fees for services provided to us by BDO for the fiscal years ended December 31, 2018 and 2017.
2018 ($) | 2017 ($) | |||||||
Audit Fees | 1,654,336 | 1,966,872 | ||||||
Audit-Related Fees | — | 3,000 | ||||||
Tax Fees | 61,998 | 30,496 | ||||||
All Other Fees | — | — | ||||||
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Total | 1,716,334 | 2,000,368 |
The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services. The Audit Committee has considered whether providingnon-audit services is compatible with maintaining BDO’s independence.
Audit Fees
These are fees for professional services for the integrated audit of our annual consolidated financial statements, the review of financial statements included in Quarterly Reports on Form10-Q, Proxy Statements and services that are normally rendered in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
These are fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements that are not included as audit fees.
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Tax Fees
These are fees for professional services rendered by BDO with respect to tax compliance and tax planning.
All Other Fees
These are fees for other services rendered by BDO that do not meet the above category descriptions.
Audit CommitteePre-Approval Policy
Our Audit Committee is responsible forpre-approving all audit services and permittednon-audit services (including the fees and retention terms) to be performed for our Company by its auditors prior to their engagement for such services. Our Audit Committee has delegated to each of its members the authority to grantpre-approvals, such approvals to be presented to the full Audit Committee at the next scheduled meeting. All of the fees paid to BDO under the categories Audit-Related Fees and Tax Fees werepre-approved by the Audit Committee or the Audit Committee Chair and none of the fees for such services were under the de minimis exception topre-approval provided in the applicable rules rendered established by the SEC.
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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
At the recommendation of the Audit Committee, our Board has appointed BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2019. BDO has served as our independent registered public accounting firm since September 2008.
Our Audit Committeepre-approves any engagement of BDO and has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm and nominate an independent registered public accounting firm for stockholder approval.
A representative of BDO is not expected to be present at the Annual Meeting. Although stockholder approval of the appointment of BDO is not required by law, our Board believes that it is advisable to give stockholders an opportunity to ratify this appointment. If the stockholders fail to ratify the appointment of BDO, the Audit Committee may reconsider the selection.
This proposal requires a favorable vote of the majority of shares represented at the Annual Meeting for approval.
Our Board recommends a vote "FOR" the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2019.
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Security Ownership of Certain Beneficial Owners
The following table shows the beneficial ownership of our common stock as of March 1, 2019 by (i) each of our directors, (ii) each of our named executive officers, (iii) all directors and executive officers as a group, and (iv) all persons whom we know to be the beneficial owner of five percent (5%) or more of our common stock. Beneficial ownership includes the right to acquire shares within 60 days, including upon the exercise of an option or vesting of an RSU; however, such shares are deemed to be outstanding for the purpose of computing the percentage owned by any other person. Except as noted below, each person exercises sole voting and investment power with respect to the shares listed.
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned2 | Percent of Total Common Stock Outstanding1 | ||
Executive Officers, Directors and Director Nominees as a group (10 persons) | 4,584,111 | 13.1% | ||
Jason DeZwirek3 | 4,188,904 | 12.0% | ||
Matthew Eckl | 26,250 | * | ||
Paul Gohr | 11,064 | * | ||
Eric M. Goldberg | 37,088 | * | ||
David B. Liner | 26,642 | * | ||
Claudio A. Mannarino | 24,088 | * | ||
Munish Nanda | — | * | ||
Jonathan Pollack4 | 208,088 | * | ||
Valerie Gentile Sachs | 17,094 | * | ||
Dennis Sadlowski | 44,893 | * | ||
Other Beneficial Owners | ||||
BlackRock, Inc.5 55 East 52nd Street New York, New York 10055 | 2,150,295 | 6.1% | ||
Dimensional Fund Advisors LP6 Building One 6300 Bee Cave Road Austin, Texas, 78746 | 2,366,493 | 6.8% | ||
Icarus Investment Corp.3 2300 Yonge Street, Suite 1710 Toronto, Ontario M4P 1E4 | 2,734,546 | 7.8% | ||
J. Luther King, Jr.7 301 Commerce Street, Suite 1600 Fort Worth, Texas 76102 | 2,300,569 | 6.6% | ||
Trigran Investments, Inc.8 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 | 4,637,498 | 13.3% |
* | Less than 1% |
(1) | Based on 34,979,895 shares of common stock outstanding as of March 1, 2019. |
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(2) | Amounts reported in this column include RSUs that vest before April 30, 2019 and shares that could be acquired upon options that are exercisable before April 30, 2019, as shown in this table: |
Name of Beneficial Owner | RSUs (#) | Option Shares (#) | ||||||
Matthew Eckl | 1,250 | — | ||||||
Paul Gohr | 2,500 | 5,000 | ||||||
Eric M. Goldberg | — | 15,000 | ||||||
Jonathan Pollack | — | 103,000 | ||||||
Dennis Sadlowski | 7,500 | — |
(3) | This information was obtained from a Schedule 13D/A filed with the SEC on September 11, 2015 and is supplemented by a Form 4 filed with the SEC on June 13, 2018 by Jason DeZwirek. Jason DeZwirek is deemed to control Icarus Investment Corp. (“Icarus”) and has sole voting and dispositive power of the shares of common stock owned by Icarus and ownership of such shares is attributed to Jason DeZwirek in this table. Shares shown as beneficially owned by Mr. DeZwirek include the shares owned by Icarus. |
(4) | Shares beneficially owned by Mr. Pollack include 2,300 shares owned by his spouse, over which she has sole voting and dispositive power, and 85,200 shares held by JMP (as defined above), over which Mr. Pollack has sole voting and dispositive power. |
(5) | Based on a Schedule 13G/A filed with the SEC on February 4, 2019, as of December 31, 2018, BlackRock, Inc. beneficially owned and had sole dispositive power over all of these shares and has sole voting power over 2,098,054 of these shares, which include shares held by certain subsidiaries of BlackRock, Inc. |
(6) | Based on a Schedule 13G/A filed with the SEC on February 8, 2019, as of December 31, 2018, Dimensional Fund Advisors LP beneficially owned and has sole dispositive power over all of these shares and has sole voting power over 2,252,083 shares. Dimensional Fund Advisors LP disclaims beneficial ownership of all of these shares. |
(7) | This information was obtained from a Schedule 13D/A filed with the SEC on November 27, 2017. According to the Schedule 13D/A, J. Luther King, Jr. beneficially owns and has sole dispositive and voting power over all of these shares, which include shares held by J. Bryan King and certain entities controlled by J. Luther King, Jr. and J. Bryan King. |
(8) | Based on a Schedule 13G/A filed with the SEC on February 14, 2019, as of December 31, 2018, Trigran Investments, Inc. beneficially owned and had shared dispositive and voting power over all of these shares. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons beneficially owning more than ten percent of a class of our equity securities to file certain reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely on our review of Section 16(a) reports and any written representation made to us, the Company believes that all such required filings for 2018 were made in a timely manner.
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INFORMATION FOR THIS ANNUAL MEETING
Who Bears the Cost of Solicitation
The Company is soliciting your votes for this Annual Meeting. The cost of solicitation of the proxies will be borne by us. In addition to this solicitation of the proxies, our employees, without extra remuneration, may solicit proxies personally or by telephone. We will reimburse brokerage firms, nominees, custodians, and fiduciaries for theirout-of-pocket expenses for forwarding proxy materials to beneficial owners and seeking instruction regarding the proxy materials.
Who Can Vote
Only stockholders of record at the close of business on April 13, 2018,8, 2019, which we refer to as the record date, are entitled to notice of, and to attend and vote at, the Annual Meeting. As of the record date, there were 34,658,73334,979,895 outstanding shares of our common stock. Each share of our common stock outstanding on the record date will be entitled to cast one vote upon each matter submitted to a vote at the Annual Meeting.
Who is a stockholder of record
A stockholder of record (or record holder or registered holder) means that your shares are registered in your name directly on the books of our registrar and transfer agent American Stock Transfer & Trust Company. If you are a stockholder of record, we have provided these proxy materials directly to you.
If you hold your shares through a bank, broker or other intermediary, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by your bank, broker or other intermediary. As the beneficial owner, you have the right to instruct that institution on how to vote the shares you beneficially own.
How You Can Vote
Stockholders of record can simplify their voting by voting their shares via the Internet. Instructions for voting via the Internet are described on the Notice of Internet Availability of Proxy Materials. Being a record holder means that the shares are registered in your name, as opposed to the name of your broker or bank. If your shares are held in the name of a bank or broker (in “street name”), the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the proxy card. If you request a paper copy of the proxy materials, please mark your choices on the proxy card and then date, sign and return the proxy card at your earliest opportunity pursuant to the instructions on the proxy card.
You may also vote in person at the meeting. If your shares are held in street name, you can vote at the meeting only if you have a valid proxy from yourthe bank, broker or brokerother intermediary confirming your beneficial ownership of shares of our common stock as of the record date and your authority to vote such shares. Please bring personal photo identification with you to the meeting. If you need directions to the Annual Meeting, please call us at (214)357-6181.
Revocability of Proxies
Stockholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A stockholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the Annual Meeting or by timely executing and delivering, by Internet, telephone,internet, mail or in person at the Annual Meeting, another proxy dated as of a later date. Furthermore, you may revoke a proxy by attending the Annual Meeting and voting in person, which will automatically cancel any proxy previously given.
Attendance at the Annual Meeting, however, will not automatically revoke any proxy that you have given previously unless you request a ballot and vote in person. If you hold shares through a bank, broker or brokerage firm,other intermediary, you must contact the bank, broker or brokerage firmother intermediary to revoke any prior voting instructions.
Quorum Required
In order for business to be conducted, a quorum must be represented at the Annual Meeting. The holders of a majority of the outstanding shares of common stock, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. Shares represented by a proxy in which authority to vote for any matter considered is “withheld,” a proxy marked “abstain” or a proxy as to which there is a “brokernon-vote” (described below) will be considered present at the meeting for purposes of determining a quorum.
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Required Vote to Elect Directors
Directors will be elected by a plurality of the votes cast at the Annual Meeting, meaningMeeting. This means the eight nominees receiving the most votes will be elected. Only votes cast for a nominee will be counted. Unless indicated otherwise by your proxy, the shares will be voted for the eight nominees named in this proxy statement.Proxy Statement. Instructions on the accompanying proxy to withhold authority to vote for one or more of the nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.
Required Votes to Pass Other Proposals
Proposal 2 (approval,(to approve, on an advisory basis, of the Company’scompensation paid to our named executive officer compensation)officers) and Proposal 34 (to ratify the selectionappointment of BDO USA, LLP as theour independent registered public accounting firm of CECO for fiscal year 2018)2019), each requiresrequire the favorable vote of the majority of shares represented at the Annual Meeting for approval. Although these votes are advisory in nature and are not binding on the Company, the Board will consider the outcomes of these votes in future deliberations. For these proposals, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote.
For Proposal 3 (the frequency of future advisory votes to approve named executive officer compensation), the frequency that receives the most votes cast will be deemed to be the frequency of future advisory votes to approve named executive officer compensation that has been recommended by our stockholders. Abstentions are not treated as votes cast.
The votes for Proposals 2, 3, and 4 are advisory in nature and are not binding on our Company, however, our Board will consider the outcomes of these votes in future deliberations.
BrokerNon-Votes
If your shares are held by a bank, broker or other nominee and you do not provide the bank, broker or other nominee with specific voting instructions, the organization that holds your shares may generally vote on “routine” matters but cannot vote onnon-routine matters.
If the bank, broker or other nominee that holds your shares does not receive instructions from you on how to vote your shares on anon-routine matter, the organization will inform our Inspector of Elections that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “brokernon-vote.”
When our Inspector of Elections tabulates the votes for any matter, brokernon-votes will be counted for purposes of determining whether a quorum is present.
We believe thatOnly Proposal 4 (ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for 2019) is a routine proposal. Proposal 1 (election of directors) and, Proposal 2 (approval,(to approve, on an advisory basis, the compensation paid to our named executive officers) and Proposal 3 (the frequency of the Company’sfuture advisory votes to approve named executive officer compensation) will be considered“non-routine,” and banks, brokers and certain other nominees that hold your shares in street name will not be able to cast votes on these proposals if you do not provide them with voting instructions. Any brokernon-votes will have the same effect as a vote against Proposal 2 but will not affect the outcome of Proposal 1 because directors are elected by a plurality of votes cast.
We believe that or Proposal 3 (ratification of independent auditors)because the frequency with the most votes cast will be considered “routine” and we do not expect any brokernon-votes on this matter.deemed to the stockholders’ selection.
Please provide voting instructions to the bank, broker or other nominee that holds your shares by carefully following their instructions.
Other Information
If no instructions are indicated on a duly executed and returned proxy, the shares represented by the proxy will be voted FOR the election of the eight director nominees for director proposed by theour Board, and set forth herein, FOR the approval, on an advisory basis, of the Company’scompensation paid to our named executive officers, for ONE YEAR as the frequency of future advisory votes to approve named executive officer compensation, and FOR the ratification of the appointment of BDO USA, LLP as theour independent registered public accounting firm of the Company for fiscal year 2018,2019, and in accordance with the judgment of the persons named in the proxy as to such other matters as may properly come before the Annual Meeting.
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PROPOSAL 1INFORMATION FOR OUR 2020 ANNUAL MEETING
ELECTION OF DIRECTORS
The Board has determined thatStockholders who wish to submit a proposal to be considered at our 2020 Annual Meeting of Stockholders, must comply with the number of directors shallfollowing procedures. Any communication to be eight and, accordingly, the Board has nominated, upon the recommendation of the Nominations and Governance Committee of the Board, the eight persons identifiedmade to us as described below to serve as directors to hold office until the next annual meeting or until their successors shallshould be duly elected and qualified. The names of, and certain information with respectaddressed to the nomineesCorporate Secretary, CECO Environmental Corp., 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254.
Proxy Statement Proposals
If you intend to present proposals for inclusion in our Proxy Statement for our 2020 Annual Meeting, you must give our us written notice of your intent, and your proposal must comply with SEC regulations under Rule14a-8. Our Corporate Secretary must receive your notice no later than December 26, 2019 (120 calendar days prior to the Boardanniversary of our mailing this Proxy Statement).
Matters for election as directors, are set forth below. The terms of Seth Rudin and Donald A. Wright, who are currently members ofAnnual Meeting Agenda
If you intend to bring a matter before the Board, will expire at the2020 Annual Meeting. All nominees are currently CECO directors, except for Mr. Nanda. Mr. Nanda was identifiedMeeting, other than by the Nominations and Governance Committee assubmitting a potential director nominee at the recommendation of several directors, including certain members of the Nominations and Governance Committee, who knew of Mr. Nanda and had met him previously. If, for any reason, any nominee should become unable or unwilling to serve as a director, the Board may either reduce the number of directorsproposal to be elected or select a substitute nominee. If a substitute nominee is selected, the persons namedincluded in the proxy card may exercise their discretion to voteour Proxy Statement, we must receive your shares for the substitute nominee.
All of our director nominees and directors who served during 2017, other than Messrs. DeZwirek, Pollack and Sadlowski, qualify as independent directorsnotice in accordance with the listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”). The NASDAQ independence definition includes a series of objective tests, including that the director is not an employee of CECO and has not engaged in various types of business dealings with us. In addition, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The following table shows information as of April 15, 2018 for each director nominee.
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The Board believes that the directors and director nominee as a whole will provide the diversity of experience and skills necessary for a well-functioning Board. The Board values highly the ability of individual directors to contribute to a constructive Board environment and the Board believes that the current director nominees, collectively, perform in such a manner. Set forth below is a more complete description of each director’s background, professional experience, qualifications and skills.
Jason DeZwirekbecame a director of the Company in February 1994 and Chairman of the Board in May 2013. Previously, he served as Secretary of the Company from February 1998 until September 2013. He also serves as a member of the board of directors of several of the Company’s subsidiaries. In 1999, Mr. DeZwirek founded Kaboose Inc., a family focused online media company. Mr. DeZwirek served as the Chairman and CEO of Kaboose Inc. until its sale to Disney Online (a subsidiary of The Walt Disney Company) and Barclays Private Equity Limited in June 2009. Mr. DeZwirek also previously served as a director and corporate secretary of API Technologies Corp. (NASDAQ:ATNY), a prime contractor in electronics, highly engineered systems, secure communications and electronic components andsub-systems for the defense and aerospace industries, from November 2006 through January 2011. Mr. DeZwirek also is and has been involved in private investment activities.
With his experience at Kaboose Inc., Mr. DeZwirek brings broad executive expertise, including operations, technology, management and strategy. Having served as director of the Company for over 20 years, he also has a breadth of knowledge of the overall issues the Company faces.
Dennis Sadlowskihas served as our Chief Executive Officer since June 2017 and as a director since May 2016. Mr. Sadlowski served as Interim Chief Executive Officer and President from February 2017 until his appointment as Chief Executive Officer in June 2017. Previously, he was the Chief Operating Officer of LSG Sky Chefs North America, a provider of food and food-related services for transportation providers, from April 2013 until March 2015. As Chief Operating Officer, Mr. Sadlowski oversaw operations across over 40 locations in North America and managed over 8,000 employees. Previously, Mr. Sadlowski served as the Chief Executive Officer of International Battery, an early stage green tech company focused on large format lithium ion batteries for the grid storage markets, from September 2011 until April 2012. Mr. Sadlowski worked at Siemens from July 2000 to March 2010, serving as the President & Chief Executive Officer of Siemens Energy & Automation, Inc. from July 2007 until October 2009, an operating subsidiary of the global manufacturer Siemens AG, where he had executive accountability for the company’s global strategic direction, operating performance and marketplace success. His responsibilities at Siemens Energy & Automation included overseeing six operating divisions along with a combined sales organization, a number of wholly-owned subsidiaries and over 12,000 employees. Mr. Sadlowski has also previously worked at General Electric and Thomas & Betts. Mr. Sadlowski serves on the board of directors and audit committee of Trojan Battery, a privately-held global leader in deep cycle lead-acid batteries. Mr. Sadlowski earned a Bachelor’s degree in Chemical and Nuclear Engineering from the University of California at Berkeley, and his Master’s Degree in Business Administration from Seattle University.
Mr. Sadlowski blends global strategic leadership capabilities along with operating depth across a variety of long cycle businesses. He has led global executive teams to strong organic growth supplemented with targeted acquisitions. Having served on the board of both private and public companies, Mr. Sadlowski brings a strategic focus to growth and a strong market orientation to the board room. Additionally, as our Chief Executive Officer, he provides the Board with valuable insight on theday-to-day operations of the Company and any current issues it may face.
Jonathan Pollackbecame a director in May 2011 and has served as Assistant Secretary of the Company since May 2012. He is currently the President of JMP Fam Holdings, Inc., an investment and consulting company. Previously, he served as Executive Vice President of API Technologies Corp. (NASDAQ:ATNY), a prime contractor in electronics, highly engineered systems, secure communications and electronic components andsub-systems for the defense and aerospace industries, from September 2009 and as a director from June 2007 until, in each case, January 2011. Mr. Pollack also served on its audit committee and compensation committee from January 2007 through September 2009. From March 2005 through its sale in June 2009, he served as the Chief Financial Officer and Corporate Secretary of Kaboose Inc. (TSX:KAB). Prior thereto, he worked in investment banking in New York. Mr. Pollack was formerly a director of Hanfeng Evergreen Inc. (TSX:HF) from November 2010 until February 2013 and then was reappointed to the board of directors in February 2014 and served as the lead director until August 2014. Mr. Pollack was formerly a director of Pinetree Capital Ltd. (TSX:PNP) from February 2014 until April 2015 and was formerly a director of Lifebank Corp.(TSX-V:LBK) from November 2003 until September 2012, where he served on the audit committee and compensation committee. Mr. Pollack received a Master’s of Science in Finance from the London School of Economics and a Bachelors of Commerce from McGill University. He sits on the Boards of several philanthropic organizations in Toronto, Ontario, including the Mt. Sinai Hospital Foundation, the Crescent School Foundation and the Sterling Hall School Foundation.
Mr. Pollack brings over 20 years of financial, strategic and merger and acquisitions expertise to the Board, which will assist the Board as the Company continues to expand its business. He also brings experience serving on the board of directors of other public companies.
Eric M. Goldberghas served as a director of the Company since April 2013. Since 1996, he has served as the President of All American Events & Tours, a Pittsburgh, Pennsylvania-based sports incentive company, specializing in providing unique and customized experiences for retail and corporate clients. Since 2007, Mr. Goldberg has also been a principal of GKK Capital, a commercial real estate development company. From 1996 until 1999, Mr. Goldberg was the general counsel for Native American Nations, a company focusing on developing business strategies for Native American tribes throughout the United States. From 2010 until 2011, Mr. Goldberg served as a director of API Technologies Corp. (NASDAQ:ATNY). Mr. Goldberg received a Bachelor of Science in Management from the Tulane University A. B. Freeman School of Business and a Juris Doctorate from the University of Miami School of Law. Mr. Goldberg is licensed to practice law in the State of Florida.
Mr. Goldberg brings over 20 years of sales, marketing, operations, strategic planning, and legal expertise to the Board, which assists the Board as the Company continues to expand its business.
David B. Liner has served as a director since May 2017. Mr. Liner served as General Counsel, Corporate Secretary and Chief Compliance Officer of Roper Technologies, Inc. (NYSE: ROP) (“Roper Technologies”) from August 2005 until June 2016 and as a Vice President until his retirement in January 2018. Roper Technologies, a component of the S&P 500, designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. Mr. Liner helped execute Roper Technologies’ acquisition program, deploying over $5 billion in assets and acquiring over 40 businesses. Prior to joining Roper Technologies, Mr. Liner served as a corporate partner in the Detroit office of Dykema Gossett, a national law firm, where he headed the firm’s automotive industry practice and founded the firm’s China practice. Before that, he was Vice President, General Counsel and Assistant Secretary of Metaldyne Corporation, formerly MascoTech, Inc., a manufacturer of products for the global transportation industry. Mr. Liner earned a Bachelor’s degree from the University of Michigan and his Juris Doctor from Wayne State University Law School.
Mr. Liner brings extensive legal and corporate governance expertise to the Board which will assist the Company as it continues to expand its business and create shareholder value. Having built and led a global corporate compliance and risk program as the General Counsel of a public company, he has developed expertise in areas of governance and compliance which will provide strong support and additional depth to our Board and to the committees on which he may serve. Mr. Liner also brings international experience to our Board, including past international board service.
Claudio A. Mannarinohas served as a director since June 2015. He is currently the President of Sette CS Inc., a management consulting firm. Mr. Mannarino served as the Senior Vice President and Chief Financial Officer of API Technologies Corp. (NASDAQ: ATNY), a leading provider of RF/microwave, microelectronics and security technologies for critical and high-reliability applications from June 2014 to November 2015. Mr. Mannarino also served as Senior Vice President, Finance from January 2010 to June 2014 and as Chief Financial Officer and Vice President of Finance from November 2006 to January 2010. Prior to that, he served in various, senior-level management roles throughout API’s finance organization. Before joining API, Mr. Mannarino served as Controller for two divisions of Transcontinental, Inc., a Canadian publicly traded company on the Toronto Stock Exchange (“Transcontinental”). Mr. Mannarino holds a Bachelor of Commerce Degree from the University of Ottawa and attained his Certified Management Accountant certification in 1996.
Mr. Mannarino brings over 20 years of financial, strategic, and merger and acquisition expertise to the Board, which will assist the Company as CECO expands its business.
Munish Nandahas served as President, Americas & Europe of Watts Water Technologies, Inc. (NYSE: WTS) (“Watts”) since February 2016. Mr. Nanda joined Watts in April 2015 as President, Americas. Watts is a global manufacturer of plumbing, heating and water quality products. Mr. Nanda previously served as President of Control Technologies for ITT Corporation from April 2011 to March 2015. Mr. Nanda also served as Group Vice President of ITT Corporation’s Fluid and Motion Control Group from April 2008 to April 2011. ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Prior to joining ITT Corporation, Mr. Nanda held several operating leadership and general management positions with Thermo Fisher Scientific Corporation and Honeywell International Inc. Mr. Nanda graduated with a Bachelors of Engineering in Production Engineering with Honors from Regional Engineering College Tiruchy in India and earned an MBA from Northern Arizona University.
Mr. Nanda brings over 20 years of experience working in senior operational management roles for global industrial manufacturers, which will assist the Company as it continues to grow and streamline its business. Mr. Nanda also brings extensive experience in the fluid handling, energy and niche manufacturing industries.
Valerie Gentile Sachs has served as a director since May 2016. Previously, she was the Vice President, General Counsel and Corporate Secretary of OM Group, Inc., (NYSE: OMG), a global developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals from September 2005 through the completion of the sale of the company in November 2015 to Apollo Global
Management. Ms. Sachs had executive responsibility for OM Group’s world-wide Legal, Internal Audit and Environment, Health & Safety operations. Ms. Sachs also served on the Board of Directors and acted as Managing Director of numerous U.S. andnon-U.S. entities affiliated with OM Group. Prior to joining OM Group, Ms. Sachs served as Executive Vice President, General Counsel and Secretary atJo-Ann Stores, Inc. (NYSE: JAS), aUS-based retailer. Before that, she was General Counsel of Marconi plc (LSE and NASDAQ: MONI), a London-based, global communications and information technology company. Ms. Sachs has been a trustee of a regional humane society and is active with a number of charitable organizations fighting hunger and meeting basic human needs. Ms. Sachs earned her bachelor’s degree (B.L.S.—Chemistry), with honors, from Bowling Green State University and her Juris Doctor from Case Western Reserve University School of Law, where she was a member of Law Review and a DeWitt Scholar.
Ms. Sachs brings a combination of legal expertise, extensive executive management and leadership experience to our Board. She has been an integral part of executive management teams that have effectively worked through strategic transitions, integrations and restructurings and is very familiar with international operating challenges and opportunities. As the General Counsel of three public companies, she has developed expertise in the areas of governance, compliance and executive compensation, which will provide strong support and additional depth to our Board and to the committees on which she may serve.
In order to be elected, a nominee must receive a plurality of the votes cast at the meeting in person or by proxy.
The Board recommends a vote “FOR” approval of the election of the nominees named herein as directors.
During the fiscal year ended December 31, 2017, the Board held sixteen meetings. The Board’s policy regarding director attendance at the annual meeting of stockholders is that directors are encouraged to attend, and that we will make all appropriate arrangements for directors to attend. All of the directors serving at the time attended the 2017 annual meeting. All directors attended at least 75% of the aggregate number of meetings of the Board and the Committees on which they served during the fiscal year ended December 31, 2017. Additionally, the independent directors regularly meet in executive session. The standing committees of the Board include the Audit Committee, the Compensation Committee and the Nominations and Governance Committee.
Audit Committee
The Company has a separately designated Audit Committee, as defined in Section 3(a) (58) (A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the Audit Committee are Messrs. Liner, Mannarino and Wright. Mr. Mannarino serves as Chairman of the Audit Committee. The Board has determined that Mr. Mannarino qualifies as an audit committee financial expert as described by Item 407(d)(5) of RegulationS-K of the Exchange Act, and that each of the Audit Committee members is independent under the applicable NASDAQ listing requirements and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). The Audit Committee held five meetings in 2017.
The primary purpose of the Audit Committee is to assist the Board in its general oversight of CECO’s financial reporting process and approval of the services provided to CECO by its auditors. The Audit Committee also evaluates transactions where the potential for a conflict of interest exists. The Audit Committee’s purposes are more fully described in its written charter, a copy of which can be found on our websitewww.cecoenviro.comon the Investor Relations, Corporate Governance section.
Compensation Committee
Our Compensation Committee is comprised of Messrs. Goldberg and Wright and Ms. Sachs, each of whom is an independent director under the applicable NASDAQ listing requirements. Ms. Sachs serves as Chairwoman of the Compensation Committee. The Compensation Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. The Compensation Committee held seven meetings in 2017. The primary purpose of the Compensation Committee is to review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other named executive officers, and to approve or make recommendations to the Board with respect to the compensation of our other executive officers. The Compensation Committee also administers the CECO Environmental Corp. 2017 Equity and Incentive Compensation Plan (the “2017 Incentive Plan”) and the Employee Stock Purchase Plan. The Compensation Committee’s processes and procedures for the consideration and determination of executive and director compensation are discussed in the section entitled “Executive Compensation” below.
Nominations and Governance Committee
Our Nominations and Governance Committee is comprised of Messrs. Liner and Rudin and Ms. Sachs, each of whom is an independent director under the applicable NASDAQ listing requirements. Mr. Liner serves as Chairman of the Nominations and Governance Committee. The Nominations and Governance Committee operates under a written charter, which can be found on our website www.cecoenviro.com on the Investor Relations, Corporate Governance section. The Nominations and Governance Committee held four meetings in 2017. The primary purposes of the Nominations and Governance Committee are to identify individuals qualified to become Board members, make recommendations to the Board regarding Board and committee composition and to develop and recommend to the Board corporate governance principles applicable to the Company and oversee the evaluation of the Board and management.
Board Leadership Structure and Risk Oversight
The positions of Chairman of the Board and Chief Executive Officer are held by different individuals: Jason DeZwirek serves as Chairman and Dennis Sadlowski serves as Chief Executive Officer. Our Bylaws provide that any two or more offices may be held by the same person, but the Board believes that the current separation of the offices of Chief Executive Officer and Chairman reflects the difference in the roles of those positions. The Chief Executive Officer is responsible for determining the strategic direction and theday-to-day leadership of the Company. The Chairman determines the agenda for and presides over Board meetings.
The separation of the roles of Chief Executive Officer and Chairman and the independence of a majority of the board members helps ensure independent oversight of management. All of the directors on the current Board, other than the Chairman, Jason DeZwirek, the Chief Executive Officer, Dennis Sadlowski, and Jonathan Pollack qualify as independent under the applicable NASDAQ listing requirements. The standing committees — the Audit Committee, the Compensation Committee and the Nominations and Governance Committee — are comprised entirely of independent directors and provide independent oversight of management.
CECO’s management is responsible for identifying, assessing and managing the material risks facing CECO. The Board performs an important role in the review and oversight of these risks, and generally oversees CECO’s risk management practices and processes, with a strong emphasis on financial controls. The Board has delegated primary oversight of the management of (i) financial and accounting risks and related-party transaction risks to the Audit Committee, (ii) compensation risk to the Compensation Committee and (iii) corporate governance risk to the Nominations and Governance Committee. To the extent that the Audit Committee, Compensation Committee or the Nominations and Governance Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board.
Nomination Process
The Company has a standing Nominations and Governance Committee. The Nominations and Governance Committee identifies individuals qualified to become Board members and makes recommendations to the Board regarding Board and committee composition, consistent with the Director Nomination Policy described below, and develops and recommends Board members to the Board for committee membership. A copy of the Director Nomination Policy can be found on our websitewww.cecoenviro.comon the Investor Relations, Corporate Governance section.
The Company’s Bylaws provide stockholders the ability to nominate candidates for election as directors at an annual meeting of stockholders.Bylaws. To be timely, a stockholder’ssuch notice generally must be delivered to or mailed and received by the Corporate Secretary of the Company at the Company’s principal executive officesus not less than 90 nor more than 120 calendar days prior to the first anniversary of the date of the preceding year’s annual meeting subject to adjustment as provided inof stockholders. In accordance with our Bylaws, we must receive your notice no earlier than February 6, 2020 and no later than March 7, 2020.
If, however, the Company’s Bylaws in the event of advancement or delaydate of the Company’s annual meeting. The Company’s Bylaws also provide certain requirements as to2020 Annual Meeting is changed by more than 30 days from the form and contentanniversary date of a stockholder’s notice. These provisions may preclude stockholders from making nominations for directors at an annual meeting of stockholders. A stockholder’s notice must set forth, among other things, as to a nominationthis year’s Annual Meeting, the stockholder proposes to bring beforenotice described above will be deemed timely if it is received not later than the meeting:
In addition to the formal procedure set forth in the Company’s Bylaws for the nomination of directors by stockholders, theDirector Candidate Nominations and Governance Committee has adopted a policy to consider stockholder recommendations of candidates for nomination to the Board who stockholders submit outside the process in the Company’s Bylaws discussed above. The Nominations and Governance Committee will consider director candidates recommended by stockholders for inclusion on the slate of directors recommended to the Board on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in our Director Nomination Policy, as well as any other criteria approved by the Board from time to time. The Nominations and Governance Committee will determine whether to interview any candidate.
Any stockholder may submit one candidate for consideration at each stockholder meeting at which directors are to be elected. Stockholders wishing to recommend a candidate must submit the recommendation no later than 120 days before the date our proxy statementProxy Statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, provided, that if we did not hold any annual meeting in the previous year, or if the date of the next annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline will be a date that is a reasonable time before we begin to print and mail our proxy materials, but in no event, less than 90 days prior to such mailing. Recommendations must include the candidate’s name, contact information and a statement of the candidate’s background and qualifications, and must be mailed
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Our Bylaws also provide certain requirements as to the following address: CECO Environmental Corp., 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227, Attention: Secretary.
Director Qualificationsform and Diversity
Our Board believes that the Board, ascontent of a whole, should have a diverse range of characteristics and skills to functionstockholder’s notice. These provisions may preclude stockholders from making nominations for directors at an optimal level in exercising its oversight over the Company. When evaluating a person for nomination for election to the Board, the qualifications and skills considered by the Board, including the Nominations and Governance Committee, include:
The Board applies a broad concept of diversity, which includes all of the criteria listed above together with other factors such as the nominee’s age and leadership abilities. Although CECO does not have a diversity policy, when the Board seeks new director candidates to add to the Board or to replace directors who have resigned or recommends there-election of incumbent directors, the Board selects director nominees on the basis of all of these criteria with the goal of finding the best match for CECO’s Board.
With respect to skill set diversity, the Board seeks to have directors and nominees with not only experience and expertise related to environmental, energy or fluid handling, but also in a broad range of other areas, and the Board currently consists of members with expertise in manufacturing, finance, accounting and legal matters.
Stockholder Communications with Directors
The Board has adopted a process by which stockholders may communicate with the Board for matters other than director nominations. Stockholders who would like to communicate with the Board, or a committee of the Board, should send the communication to: Chairman of the Board, CECO Environmental Corp., 2300 Yonge Street, Suite 1710, Toronto, Ontario M4P 1E4.
Mr. DeZwirek will forward such communications to the Board at or prior to the nextannual meeting of stockholders. A stockholder’s notice must set forth, among other things, as to a nomination the Board. Stockholders wishingstockholder proposes to communicate only withbring before the independent directors can address their communications to “Independent Directors, c/o Chairman of the Board” at the same address above. These communications will be forwarded to the independent directors at or prior to the next meeting of the independent directors.
The Board or the independent directors will determine, in their respective sole discretion, the method by which any such communications will be reviewed and considered.
Compensation Committee Interlocks and Insider Participation
The members of the Company’s Compensation Committee are Messrs. Wright and Goldberg and Ms. Sachs. None of the members of the Company’s Compensation Committee that served during 2017 is or has been an officer or employee of the Company. No executive officer of the Company served in the last year as a director or member of the compensation committee of another entity one of whose executive officers served as a member of the Company’s Board or on the Company’s Compensation Committee.
Code of Ethics and Corporate Governance Guidelines
We have adopted a Code of Ethics that applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions) and Corporate Governance Guidelines applicable to our directors to assist the Board in following corporate guidelines that serve the best interests of the Company. The Code of Ethics and Corporate Governance Guidelines are posted on our website atwww.cecoenviro.comon the Investor Relations, Corporate Governance section. We will post on our website any amendments to or waivers of the Code of Ethics for executive officers or directors in accordance with applicable laws and regulations. The information on or accessible through the Company’s website is not a part of or incorporated by reference into this proxy statement.
The Audit Committee has reviewed and discussed the audited financial statements of CECO for the fiscal year ended December 31, 2017, with CECO’s management and has discussed with BDO USA, LLP (“BDO”), CECO’s independent registered public accounting firm, those matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board (the “PCAOB”).
In addition, the Audit Committee has received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB, regarding BDO’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed BDO’s independence with BDO.
Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in CECO’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 for filing with the SEC.
Audit Committee
Claudio A. Mannarino, Chairman
David B. Liner
Donald A. Wright
Security Ownership of Certain Beneficial Owners
The following table sets forth the name and address of each beneficial owner known by CECO to be beneficial owner of more than five percent (5%) of CECO’s common stock as of April 13, 2018.
Name and Address of Beneficial Owner | Amount and Nature of Common Stock Beneficially Owned | Percent of Total Shares of Common Stock Outstanding 1 | ||||||
Jason DeZwirek2, 3 Chairman of the Board and Director 2300 Yonge Street, Suite 1710 Toronto, Ontario M4P IE4 | 4,187,060 | 12.07 | % | |||||
Trigran Investments, Inc.4 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 | 3,839,974 | 11.07 | % | |||||
Icarus Investment Corp.2 2300 Yonge Street, Suite 1710 Toronto, Ontario M4P 1E4 | 2,734,546 | 7.89 | % | |||||
BlackRock, Inc.5 55 East 52nd Street New York, New York 10055 | 2,409,772 | 6.95 | % | |||||
J. Luther King, Jr.6 301 Commerce Street, Suite 1600 Fort Worth, Texas 76102 | 2,191,767 | 6.32 | % | |||||
Dimensional Fund Advisors LP7 Building One 6300 Bee Cave Road Austin, Texas, 78746 | 1,943,772 | 5.61 | % |
Security Ownership of Management
The following table sets forth the beneficial ownership of CECO’s common stock as of April 13, 2018, for each named executive officer, director and director nominees and by all executive officers, directors and director nominees of CECO as a group.
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Total Common Shares Outstanding 1 | ||||||
Jason DeZwirek2 | 4,187,060 | 12.07 | % | |||||
Jonathan Pollack3 | 185,544 | * | ||||||
Donald A. Wright4 | 125,144 | * | ||||||
Eric M. Goldberg5 | 35,244 | * | ||||||
Seth Rudin5 | 34,744 | * | ||||||
Dennis Sadlowski 6 | 31,993 | * | ||||||
Claudio A. Mannarino7 | 22,244 | * | ||||||
David B. Liner8 | 21,642 | * | ||||||
Valerie Gentile Sachs 9 | 17,056 | * | ||||||
Munish Nanda | 0 | * | ||||||
Matthew Eckl | 9,000 | * | ||||||
Paul Gohr10 | 5,965 | * | ||||||
Jeffrey Lang | 0 | * | ||||||
Benton L. Cook | 1,100 | * | ||||||
Edward J. Prajzner | 0 | * | ||||||
Executive Officers, Directors and Director Nominees as a group (12 persons)11 | 4,676,736 | 13.44 | % |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons beneficially owning more than ten percent of a class of our equity securities to file certain reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely on our review of Section 16(a) reports and any written representation made to us, the Company believes that all such required filings for 2017 were made in a timely manner.
Since January 1, 2017, we have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described below.
We are a party to an oral agreement with Icarus pursuant to which Icarus provides us management consulting services regarding the Company’s corporate policies, marketing, strategic and financial planning, including long and short-term goals, mergers and acquisitions and other business combinations, financing, growth plans and other related matters, for $30,000 per month. In October 2017, this agreement was amended to be $20,000 per month. Icarus is controlled by our Chairman of the Board, Jason DeZwirek. During the fiscal year ended December 31, 2017, we paid fees of $330,000 to Icarus.
We entered into an oral agreement with JMP Fam Holdings, Inc. (“JMP”) in August 2011, under which JMP provides us consulting services consisting of strategic advisory services, including the evaluation of financing options, capital structure and potential acquisitions, for $10,000 per month. In October 2017, this agreement was amended to be $6,500 per month. Mr. Pollack, who controls JMP, performs the services on behalf of JMP. We paid JMP $109,500 during the fiscal year ended December 31, 2017.
Compensation Discussion and Analysis
Founded in 1966, we are a global leader in industrial air quality and fluid handling serving the energy, industrial and other niche markets. The Company provides innovative technology and application expertise that helps companies grow their businesses with safe, clean and more efficient solutions to help protect our shared environment. The Company serves both established and emerging industries in regions around the world working to improve air quality, optimize the energy value chain, and provide customized engineered solutions in multiple applications that include oil and gas, power generation, water and wastewater, battery production, poly silicon fabrication, chemical and petrochemical processing, along with a wide range of other industries.
2017 was a year of transition for our Company’s executive leadership team. Jeffrey Lang stepped down as Chief Executive Officer (“CEO”), President and a member of the Board as of February 1, 2017. Upon Mr. Lang’s separation, the Board appointed Dennis Sadlowski, then a member of the Board, to serve as interim CEO and President. After a very effective four months of service in this interim role, Mr. Sadlowski was appointed as permanent CEO effective June 9, 2017. Additionally, in January 2017, Matthew Eckl joined us as the Company’s new Chief Financial Officer (“CFO”), and our former CFO, Edward Prajzner, assumed the role of Executive Vice President of Corporate Development. Mr. Prajzner subsequently stepped down from his roles with the Company on July 17, 2017. On May 16, 2017, Paul Gohr was appointed as the Chief Accounting Officer of the Company. Previously, Mr. Gohr served as the Vice President of Financial Reporting of the Company. On December 31, 2017, Benton Cook, our Controller and former Chief Accounting Officer, separated from the Company.
For purposes of this proxy statement, the following individuals are considered our 2017 “named executive officers”:meeting:
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• the class, series and number of |
• a representation that the • whether such stockholder or beneficial owner intends to deliver a Proxy Statement and forms of proxy to holders of at least the percentage of shares of our voting stock required to nominate such nominee or nominees; • any derivative interest in our Company’s securities (as such term is defined in our Bylaws); • any voting arrangements pursuant to which such stockholder has the right to vote any shares of the • any contract or arrangement pursuant to which such stockholder is • any material pending or threatened legal proceeding involving our Company, • any rights to certain dividends on shares of Company stock that are separated or separable from the underlying shares of the Company and • any equity interests, including any convertible, derivate or short interests, in any competitor of the Company; and any other information relating to such stockholder that would be |
Board Composition Changes
We are also undergoing transition in our Board leadership. During 2017, we nominated a new, independent Board member, David Liner, who was elected to the Board at our 2017 annual meeting of shareholders and is the Chairman of our Nominations and Governance Committee. In 2018, the terms of service of two long-term directors (Messrs. Rudin and Wright) will expire at the Annual Meeting. Only one new, independent Board member (Mr. Nanda) has been nominated for election in 2018. Therefore, the Board will be reduced to eight members.
Shareholder Engagement and 2018 Changes to Executive Compensation Program
At our 2017 annual meeting of shareholders, we received approximately 98% approval, based on total votes cast for and against, for our advisory“Say-on-Pay” proposal to approve the compensation of our named executive officers. In 2017, we had direct contact and discussions with shareholders representing greater than 40% of shares outstanding. Our Chairman, CEO, CFO and other directors participated in these discussions and provided shareholder feedback to the Chairs of the Committees of the Board and to the remainder of the Board as a whole. The Compensation Committee considered the 2017Say-on-Pay voting results at its subsequent
meetings and remains dedicated to continuous improvement to the Company’s existing executive pay programs. However, the Compensation Committee did not make any changes to our executive compensation policies or practices that were specifically driven by the outcome of theSay-on-Pay vote.
Nonetheless, the Compensation Committee did approve changes to our executive compensation programs in 2017 and 2018, as further described below, to be more market competitive and more closely approximate what we believe are industry best practices. Among those changes were the following:a Proxy Statement or other filing required pursuant to Section 14(a) of the Exchange Act to be made in connection with a general solicitation of proxies or consents in support of the nomination of the nominee or nominees.
Overview of Compensation Program
The Compensation Committee oversees our compensation programs, with particular attention to the compensation for our CEO and the other named executive officers (other than for Mr. DeZwirek, our Chairman, who receives his compensation pursuant to the related person transaction arrangement with Icarus as described above). It is the responsibility of the Compensation Committee to review and approve (or, as the case may be, recommend to the Board for approval) changes to our executive compensation policies and benefits programs, to recommend and approve stock-based awards to named executive officers, and to otherwise ensure that the Company’s compensation philosophy is consistent with the best interests of the Company and its stockholders and is properly implemented and monitored. The Compensation Committee reports to the Board on all compensation matters regarding our directors, executives, and other key salaried employees. The Compensation Committee annually reviews and approves the compensation for our directors, executives, and other key salaried employees. The Compensation Committee does not generally delegate any of its authority to other persons, although it has the power to delegate certain authority as permitted by applicable law and the NASDAQ listing standards to subcommittees, the Board or management.
Theday-to-day administration of savings, health, welfare, and paidtime-off plans and policies applicable to salaried employees in general is handled by our human resources and finance department employees. The responsibility for certain fundamental changes outside theday-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee.
The following discussion and analysis of our 2017 executive compensation program, which may include forward-looking statements, should be read together with the compensation tables and related disclosures that follow this section.
Compensation Policy and Objectives
The principal objectives of our executive compensation program are to attract, motivate, retain and reward highly qualified persons who are committed to the achievement as our executive officers of solid financial performance and excellence in the management of the Company’s assets. The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of annual, long-term and strategic goals by the Company and to align the named executive officers’ interests with those of the Company’s other stockholders. The Compensation Committee seeks to accomplish this by providing competitive compensation designed to link executive compensation to the Company’s financial and operational performance, as well as rewarding the overall performance of its named executive officers, when applicable, in line with the ultimate objective of increasing stockholder value. The Compensation Committee generally evaluates compensation against individual performance and external market factors to help ensure that we maintain our ability to attract and retain key executive talent. To that end, total compensation for the named executive officers other than our Chairman generally is comprised of a base salary, short-term incentives, and long-term incentives, a portion of which is designed to be earned based on the Company’s financial performance and other factors, including, for certain named executive officers, achievement ofnon-financial, qualitative goals. However, the Compensation Committee retains discretion to approve individualnon-incentive bonuses to reward the individual efforts of named executive officers.
Risk Considerations in our Compensation Program
We structure the compensation of management, other than for our Chairman, to consist of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income so management does not feel pressured to focus exclusively on short-term gains, which may be to the detriment of long-term stock price appreciation and other business metrics. The variable portions of compensation (cash bonus, short-term incentive and, in some cases, stock, stock-based and option awards) are designed to reward both individual performance and overall corporate performance. Individual performance is qualitatively determined by the Compensation Committee. Company performance is determined based on achievement in operating income, bookings and revenue, working capital and (for certain officers) earnings per share, as further described below. We believe that the variable components of compensation are sufficient to motivate management to produce short- and long-term corporate results while the fixed element is also sufficient such that management is not encouraged to take unnecessary or excessive risks in working to produce such results. During 2016, we conducted a risk review of our 2016 compensation program for all employees. Based on this review, we believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Role of Executive Officers in Compensation Decisions
Based on the compensation objectives described above, the Compensation Committee has generally structured the Company’s annual and long-term incentive-based executive compensation with the intent to motivate the named executive officers other than our Chairman to achieve the business goals set by the Company and to reward them for achieving such goals. These goals may include overall Company performance goals and qualitative goals communicated to the individual named executive officer. The Compensation Committee from time to time relies upon recommendations made by the Company’s management, and in particular, the CEO, regarding compensation for the named executive officers other than himself and our Chairman. The Compensation Committee reviews and approves (or, if the situation warrants, recommends to the full Board for approval) all new executive compensation programs, including those for the named executive officers other than our Chairman. As part of its review and establishment of the performance criteria and compensation of our named executive officers, the Compensation Committee meets separately at least once on an annual basis with the CEO and other executives as it deems appropriate. The CEO and such other executives as the CEO deems appropriate, including the Chairman, annually review the performance of each of the other named executive officers of the Company, and the CEO’s performance is reviewed by the Compensation Committee and thenon-executive members of the Board of Directors. The conclusions reached and recommendations based on these reviews are presented to the Compensation Committee and to the non-executive members of the Board of Directors. The Compensation Committee exercises its discretion in modifying any recommended adjustments or awards to named executive officers.
Role of Compensation Consultants in Compensation Decisions
Under its charter, the Compensation Committee has authority to engage such compensation consultants as it deems necessary or appropriate to carry out its responsibilities and to cause the Company to pay the reasonable compensation of such compensation consultants as established by the Compensation Committee.
In 2017, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to advise the Compensation Committee on executive compensation matters. At the Compensation Committee’s direction, Meridian prepared, presented and made recommendations on peer group data, competitive market pay, compensation structure, and general market trends. More specifically, Meridian provided the Compensation Committee with market and peer group data to give the Compensation Committee context for the Company’s annual incentive plan participants, target award opportunities and the appropriate allocation between financial and qualitative metrics. In addition, Meridian recommended that the Company set annual incentive targets to align with the Company’s short-term business strategy and complement its long-term incentive structure, as well as to be measurable and specific with respect to goals and ranges tied to creating shareholder value. The Compensation Committee considered the advice of Meridian as part of its compensation decision making process for a portion of 2017 compensation, as further described below.
As noted above, the Company engaged Mr. Sadlowski to serve as interim CEO in January 2017. After a thorough internal and external search, and based on his successful tenure as interim CEO, the Company determined that Mr. Sadlowski was best positioned to take on the role of permanent CEO. In connection with Mr. Sadlowski’s appointment, Meridian advised the Compensation Committee on the design of Mr. Sadlowski’s compensation package, including the elements and magnitude of pay.
The Compensation Committee has assessed the independence of Meridian, as required under the NASDAQ listing requirements. The Compensation Committee also has considered and assessed all relevant factors, including those set forth in Rule10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Meridian during 2017. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work of Meridian. Meridian does not provide any services to management or any other services to the Company.
Setting Executive Compensation
The Compensation Committee evaluates the performance of the CEO and the other named executive officers (other than our Chairman) and, based on such evaluation, reviews and approves the annual salary, annual cash incentive, bonus, long-term stock-based compensation, and other material benefits of the CEO and such other named executive officers, subject to the terms of any applicable employment agreements. In determining appropriate base salary levels, subjective consideration is given to the applicable named executive officer’s impact level, scope of responsibility and past accomplishments.
External Pay Comparisons
The Compensation Committee used external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. In 2015, Meridian prepared a list of peer companies with input from members of the Board. This peer group was initially designed to include companies with which we compete for executive talent. The market check peer group was determined to be appropriate again for 2017 and consisted of the following 21 companies:
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The market check peer group for 2017 was the same as the market check peer group for 2016 and 2015. Currently, the Company is in the bottom quartile of the peer group in terms of size, based primarily on revenue and market capitalization.
Based on its review of the peer group data and market data and other factors outlined in the Compensation Discussion and Analysis, among other things, Meridian determined that Mr. Sadlowski’s 2018 total target compensation approximates the 25th percentile of the peer group, which is in line with where the Company is positioned within the peer group, as described above.
Stock Ownership Guidelines
Effective August 3, 2016, the Board implemented mandatory stock ownership guidelines for our CEO to further align the interests of the CEO and stockholders. The CEO is required to own shares of our common stock having a value equal to at least five times his base salary. On March 30, 2018, the Compensation Committee approved revised stock ownership guidelines, which require the Company’s named executive officers to own shares of our common stock having values equal to the applicable multiple of base salary set forth in the table below:
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A named executive officer has five years from his or her appointment to a participating position to comply with this requirement. The Compensation Committee in its discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. For purposes of this requirement, stock ownership includes all shares of our common stock owned by the named executive officer outright or held in trust for the CEO and his or her immediate family, plus the CEO’s deferred or restricted stock or restricted stock units. The value of a share is measured as the greater of the then current market price or the closing price of a share of the common stock on the grant date.
Elements of Compensation
Base Salary
The Company provides named executive officers (other than our Chairman) with a base salary to compensate them for the expertise and value they bring to their jobs. Base salary is determined for each applicable named executive officer based on his position and responsibility by taking into account the named executive officer’s impact level, external market data, scope of responsibility, prior experience, past accomplishments and other similar factors, and the particular base salary is subject to any existing employment agreement with such named executive officer.
Salary levels for the applicable named executive officers are reviewed and approved by the Compensation Committee annually as well as upon a promotion or other change in job responsibility. The salary levels, including any increases, are also based on the Compensation Committee’s evaluation of the individual’s strengths, development and expected future contributions with respect to the corporate goals and objectives relevant to the individual’s compensation, including individual performance. Base salary rates in effect during employment for the named executive officers during 2017 were as follows:
Named Executive Officer | Base Salary | |||
Jason DeZwirek | N/A | |||
Dennis Sadlowski | $ | 575,000 | ||
Matthew Eckl | $ | 300,000 | ||
Paul Gohr | $ | 192,500 | ||
Jeffrey Lang | $ | 575,000 | ||
Edward Prajzner | $ | 300,000 | ||
Benton Cook | $ | 169,560 |
None of the named executive officers who were employees in 2016 received a salary increase in 2017, except for Mr. Gohr, whose base salary shown in the table above reflects an increase of $37,635 per year (or approximately 25% of his base salary) on May 16, 2017 in connection with his promotion to Chief Accounting Officer. The base salaries of Messrs. Eckl and Sadlowski were determined based on the factors outlined above and impacted by arms’ length negotiations with such officers in connection with their commencement of employment during 2017.
Cash Incentive Compensation
We believe that a portion of the compensation paid to our named executive officers (other than the Chairman) should be designed to be earned based on our annual performance, so that the executives are appropriately motivated to maximize our operating performance each year. To that end, in 2017 the Compensation Committee approved annual incentive award opportunities for our named executive officers under our annual incentive program. Under the annual incentive program, the Compensation Committee selects the executive officers to participate in the annual incentive program, determines the amounts of awards for each such executive officer, determines the performance goals, and determines whether objectives and conditions for earning awards have been met. The performance goals may consist of both objective financial targets and (for certain named executive officers) personal qualitativeperformance targets.
Each of our participating named executive officers had a target cash incentive opportunity for 2017 expressed as a percentage of base salary. In 2017, following consultation with Meridian, the Company proposed, the Compensation Committee recommended, and the Board approved, a modification to the annual incentive compensation program to expand the range of payouts for above target performance for certain named executive officers, including by increasing the maximum payout for the CEO and the CFO to 200%. Previously, the CEO and CFO were eligible for a payout of up to 120% of their annual incentive target. Mr. Lang was not a participant in the 2017 cash incentive program as he was no longer employed by the Company at the time performance targets were set. Mr. DeZwirek was not a participant in the 2017 cash incentive program, as he receives his compensation pursuant to the related person transaction arrangement with Icarus, as described above. Target awards and potential payout levels for the participating named executive officers for 2017 are shown in the following table:
Named Executive Officer | Target Cash Incentive Amount ($) | Target Award as a Percentage of Salary | Possible Payout Levels as Percentage of Base Salary | |||||||||||||||||
Threshold | Target | Maximum | ||||||||||||||||||
Dennis Sadlowski1 | $ | 575,000 | 100 | % | 50 | % | 100 | % | 200 | % | ||||||||||
Matthew Eckl | $ | 150,000 | 50 | % | 50 | % | 100 | % | 200 | % | ||||||||||
Paul Gohr | $ | 66,500 | 35 | % | 50 | % | 100 | % | 120 | % | ||||||||||
Edward Prajzner | $ | 150,000 | 50 | % | 50 | % | 100 | % | 150 | % | ||||||||||
Benton Cook | $ | 42,187 | 25 | % | 50 | % | 100 | % | 120 | % |
For 2017, in recognition of his promotion to Chief Accounting Officer and his increased responsibilities, Mr. Gohr’s target award was increased from 25% of base salary (which was the applicable target level for his 2016 annual incentive) to 35% of base salary.
Depending on the performance results achieved, actual awards can vary as a percentage of target from a threshold of 50% to a maximum level, as set forth in the table above. For 2017, the Compensation Committee approved the specific performance measures for the 2017 cash incentive program and their relative weightings. If the designated target level for each performance metric is attained, the cash incentive award is designed to pay out at 100% for that metric. The threshold is the lowest level of payout below which no payment is made for the specific component. If performance for a metric is between the identified threshold and target, or target and maximum, the actual payout is determined based on straight-line mathematical interpolation. However, regardless of the actual attainment of any of the individual metrics, the awards were designed so that no payout was to occur if we did not achieve a threshold operating income goal of $46,400,000 for the performance period.
The following performance metrics were selected for the 2017 cash incentive program to drive desired behavior that impacts shareholder value:
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For 2017, the specific corporate performance goals and actual achievements were as follows for Messrs. Sadlowski, Eckl, and Prajzner (dollars in millions, except for EPS):
Metric | Threshold | Target | Maximum | Actual 2017 Results | Weighting | Payout % | ||||||||||||||||||
(Bookings + Revenue)/2 | $ | 396 | $ | 440 | $ | 484 | $ | 339.4 | 25 | % | 0 | % | ||||||||||||
Non-GAAP Operating Income | $ | 46.4 | $ | 58 | $ | 69.6 | $ | 28.3 | 25 | % | 0 | % | ||||||||||||
Working Capital | 13.2 | % | 11 | % | 8.8 | % | 13.6 | % | 25 | % | 0 | % | ||||||||||||
Non-GAAP EPS | $ | 0.86 | $ | 1.07 | $ | 1.28 | $ | 0.28 | 25 | % | 0 | % |
For the period from January 1, 2017 through May 31, 2017, Mr. Sadlowski received a bonus of $201,644 pursuant to the terms of Mr. Sadlowski’s initial offer letter, dated January 26, 2017. Only thepro-rata portion of his annual cash incentive opportunity for the period from June 1, 2017 through December 31, 2017 was subject to the performance objectives described in the table above. For such period, Mr. Sadlowski’spro-rated target award was $337,123.
For 2017, the specific financial performance goals and actual achievements were as follows for Messrs. Cook and Gohr (dollars in millions):
Metric | Threshold | Target | Maximum | Actual 2017 Results | Weighting | Payout % | ||||||||||||||||||
(Bookings + Revenue)/2 | $ | 396 | $ | 440 | $ | 484 | $ | 339.4 | 30 | % | 0 | % | ||||||||||||
Non-GAAP Operating Income | $ | 46.4 | $ | 58 | $ | 69.6 | $ | 28.3 | 30 | % | 0 | % | ||||||||||||
Working Capital | 13.2 | % | 11 | % | 8.8 | % | 13.6 | % | 30 | % | 0 | % |
This different structure was used for Messrs. Gohr and Cook to ensure the performance metrics aligned with the primary responsibilities of their departments.
In addition, 10% of the award for each of Messrs. Cook and Gohr could be earned based on the achievement ofnon-financial, qualitative objectives. For Mr. Gohr, thesenon-financial objectives were as follows:
For Mr. Cook, thesenon-financial objectives were as follows:
In February 2018, the Compensation Committee determined the degree to which the cash incentive award goals for 2017 were achieved, which actual results are highlighted in the tables above. However, because the threshold operating income goal for the performance period was not achieved (actualNon-GAAP operating income achieved was $28.3 million), no payouts were earned under the 2017 annual cash incentive program. However, after consideration of the individual contributions of Mr. Eckl during 2017, including improving the operating calendar and cadence, compliance with The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), executing two credit agreement amendments, promoting transparency between management and the Board, initiating an enterprise resource planning (“ERP”) reduction plan, legal entity optimization plan and implementing several performance management strategies, the Compensation Committee awarded him a discretionary bonus equal to $50,000. Further, after consideration of the individual contributions of Mr. Gohr during 2017, including the roll out of certain financial policies, compliance with Sarbanes-Oxley, the successful implementation of new accounting standards,re-organizing the finance team to promote and align individual and Company growth and the initiation of share service capability for select cycles, the Compensation Committee awarded him a discretionary bonus equal to $30,000. In addition, pursuant to the terms of his employment agreement, Mr. Sadlowski was determined to have earned a bonus payment equal to $201,644 for the period from January 1, 2017 through May 31, 2017, as confirmed and approved by the Compensation Committee pursuant to the terms of Mr. Sadlowski’s interim CEO offer letter, dated January 26, 2017. Thenon-financial objectives for Mr. Gohr were not evaluated due to the failure to achieve the threshold operating income goal, and Mr. Cook’snon-financial objectives were not evaluated due to his departure from the Company on December 31, 2017.
Other Bonus Payments
In connection with his commencement of employment and in accordance with the terms of his employment agreement with the Company, Mr. Eckl received a bonus payment of $65,000 on January 12, 2017 (as further described below under Potential Payments Upon Termination or Change of Control).
Long-Term Equity Compensation
The Company believes that granting stock-based awards and options from time to time provides named executive officers with a strong economic interest in maximizing stockholder returns over the longer term. The Company also believes that the practice of granting stock-based awards and options from time to time is important in retaining and recruiting the key talent necessary to ensure the Company’s continued success.
Our equity compensation plans have permitted us to grant stock awards as well as option awards. The Compensation Committee believes that this gives the Company more flexibility in designing its overall compensation packages. The equity compensation plans have been designed to promote the long-term financial interests and growth of the Company by helping attract and retain management with the ability to contribute to the success of the business, by providing an opportunity for increased equity ownership by named executive officers and by maintaining competitive levels of total compensation. The Compensation Committee administers our equity compensation plans.
Under the 2017 Incentive Plan, awards may take the form of restricted stock grants, bonus stock grants without restrictions,non-qualified stock options, incentive stock options, restricted stock units (“RSUs”), performance-based awards and certain other awards. The restrictions on awards may lapse based on performance and/or time vesting. In 2017, the Compensation Committee granted time-basednon-qualified stock options, time-based RSUs, and performance units to executives and time-based RSUs to directors.
As discussed above, the Board has implemented mandatory stock ownership guidelines for our CEO in 2017 and for other officers and key executives in 2018.
Options
As discussed above, from time to time, we issue options under our equity compensation plans to provide long-term equity compensation to executive officers. The options issued in recent years have consisted of the following awards to our named executive officers.
In connection with his hiring, we granted Mr. Lang options in 2010 to purchase 600,000 shares of our common stock, which options were designed to generally vest over a five-year period. In connection with our acquisition ofMet-Pro in August 2013, we granted Mr. Lang options to purchase 400,000 shares of our common stock, which options were designed to generally vest over a five-year period. Mr. Lang exercised 280,000 vested options in March 2017. In connection with his separation from the Company, all of Mr. Lang’s unvested options were forfeited.
Mr. Prajzner received 15,000 options to purchase shares of our common stock in August 2013 in connection with our acquisition ofMet-Pro, which options were designed to generally vest over a five-year period, 10,000 options to purchase shares of our common stock in January 2014, which options were designed to generally vest over a five-year period, 25,000 options to purchase shares of our common stock in May 2014, which options were designed to generally vest over a three-year period, 25,000 options to purchase shares of our common stock in January 2015, which options were designed to generally vest over a five-year period, 25,000 options to purchase shares of our common stock in January 2016, which options were designed to generally vest over a five-year period, and 12,403 options to purchase shares of our common stock in May 2017, which options were designed to generally vest over a four-year period. Mr. Prajzner exercised 5,000 vested options in October 2017. In connection with his separation from the Company, all of Mr. Prajzner’s unvested options were forfeited and the exercise period for all remaining vested options has expired.
Mr. Cook received 3,000 options to purchase shares of our common stock in May 2012, which options were designed to generally vest over a four-year period, 5,000 options to purchase shares of our common stock in November 2012, which options were designed to generally vest over a four-year period,5,000 options to purchase shares of our common stock in May 2013, which options were designed to generally vest over a four-year period, 15,000 options to purchase shares of our common stock in August 2013 in connection with our acquisition ofMet-Pro, which options were designed to generally vest over a five-year period, 10,000 options to purchase shares of our common stock in January 2014, which options were designed to generally vest over a five-year period, 7,500 options to purchase share of our common stock in October 2014, which options were designed to generally vest over a five-year period, and 4,000 options to purchase shares of our common stock in September 2015, which options were designed to generally vest over a four-year period. No options were granted to Mr. Cook in 2016 and 2017 and he exercised 2,000 vested options in March 2018. In connection with his departure from the Company, all of Mr. Cook’s unvested options were forfeited and the exercise period for all remaining vested options expired on March 31, 2018.
Mr. Gohr received 2,500 options to purchase shares of our common stock in October 2014, which options generally vest over a five-year period, and 4,000 options to purchase shares of our common stock in September 2015, which options generally vest over a four-year period.
None of the named executive officers received options in 2017, except for Mr. Prajzner, as described above.
Restricted Stock Units
In addition, after consultation with Meridian and consideration of general market trends, in 2015 the Compensation Committee introduced time-based RSUs and performance-based RSUs into our compensation program.
Mr. DeZwirek received 7,642 time-based RSUs in connection with his service as a director in May 2017, which RSUs generally vest on theone-year anniversary of the grant date.
In connection with his appointment as CEO in June 2017, pursuant to his employment agreement, Mr. Sadlowski received 23,511 time-based RSUs, which RSUs generally vest ratably on an annual basis over a three-year period. Mr. Sadlowski also received 7,642 time-based RSUs in connection with his service as a director in May 2017, which RSUs generally vest on theone-year anniversary of the grant.
In connection with his appointment as CFO in January 2017, pursuant to his employment agreement, Mr. Eckl received 26,000 time-based RSUs, 11,000 of which vest on the second anniversary of the grant and 15,000 of which vest ratably on an annual basis over a five-year period.
In connection with his appointment as Chief Accounting Officer in May 2017, Mr. Gohr received 5,459 time-based RSUs, which generally vest over a four-year period.
Mr. Prajzner received 8,406 time-based RSUs in May 2017. In connection with his departure from the Company, all of Mr. Prajzner’s unvested RSUs, except for 3,125 RSUs vested in September 2017, were forfeited.
Mr. Cook received 4,367 time-based RSUs in May 2017. In connection with his departure from the Company, all of Mr. Cook’s unvested RSUs were forfeited.
No RSUs were granted to Mr. Lang in 2017. In connection his separation from the Company, all of Mr. Lang’s unvested RSUs were forfeited.
Performance Units
In connection with his appointment as CEO in July 2017, pursuant to his employment agreement, Mr. Sadlowski received performance units at a “target” level of $700,000, the payout of which performance units will vary from 0% to 200% of the target award, subject generally to atwo-year performance period (which begins on June 10, 2018 and ends on June 10, 2020) and the achievement of stock price performance criteria and objectives established by the Compensation Committee (as set forth in the table below). To the extent earned, the performance units generally vest on the third anniversary of the grant date. If, upon the conclusion of the performance period, our stock price performance is between performance levels, there will be no interpolation between payout levels. For purposes of this award, stock price performance is measured based on the highest average fair market value of our common stock that is attained during any period of 30 consecutive trading days that fall within the performance period.
Performance Level | Stock Price Performance | Performance Units Earned | ||
Below Threshold | Below $12.00 | 0% | ||
Threshold | $12.00 | 50% | ||
Target | $15.00 | 100% | ||
Maximum | $18.00 + | 200% |
To the extent earned, the performance units are paid in the form of shares of common stock determined by dividing the dollar value of the earned performance units by the highest stock price performance hurdle attained during the performance period ($12.00, $15.00 or $18.00, as applicable), rounded to the nearest whole share. As an example, if at any time during thetwo-year performance period the stock price is $15 at its highest for 30 consecutive trading days, then the performance units are vested at 100%. At the end of the performance period, Mr. Sadlowski would receive 46,667 shares of common stock, which is the quotient obtained by dividing $700,000 by $15.
Personal Benefits and Perquisites
The Company provides certain named executive officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with the Company’s overall compensation program to better enable the Company to attract and retain employees for key positions. These perquisites consist of car allowances and payment of life insurance premiums, as applicable, as further described in the 2017 Summary Compensation Table below.
Retirement and Post-Employment Benefits
The Company sponsors a 401(k) retirement plan for our employees (the “401(k) Plan”). Pursuant to the 401(k) Plan, the Company matches contributions each pay period at 100% of the employee’s contributions for the first 3%, and 50% on the next 3%, of an employee’s compensation for a maximum match of 4.5%. The named executive officers (other than our Chairman) may participate in the 401(k) Plan on the same terms as the rest of our employees. We believe the 401(k) Plan is set at a reasonable level, is highly valued by recipients, has limited cost, is part of a competitive compensation program and is consistent with our overall goal of attracting and retaining qualified employees.
For more information about our equity compensation awards for 2017, see the2017 Grants of Plan-Based Awards Table and theOutstanding Equity Awards at 2017 FiscalYear-End Table and the accompanying narratives below.
Agreements with Individual Named Executive Officers
We entered into an employment agreement with Mr. Eckl effective as of January 9, 2017. We entered into an interim offer letter with Mr. Sadlowski on January 26, 2017, and then entered into an employment agreement with Mr. Sadlowski on June 10, 2017 when he was appointed as permanent CEO. These employment agreements and offer letters, as applicable, set forth the basic terms and conditions of employment for such named executive officers, including initial base salary, annual incentive opportunity, and long-term incentive opportunity, as well as certainsign-on equity and cash bonus compensation and certain perquisites and personal benefits. The employment agreements also include customary restrictive covenants and provide for certain severance compensation and benefits in the event of a qualifying termination of employment. The terms of these employment agreements reflect the product of arms’ length negotiations between the named executive officers and the Company.
At the beginning of 2017, we were party to an employment agreement with Mr. Lang. However, in connection with Mr. Lang’s separation from the Company, on February 1, 2017 we entered into a Separation Agreement with Mr. Lang pursuant to which the Company provided him certain severance compensation and benefits. In connection with his separation from the Company on July 21, 2017, Mr. Prajzner entered into a separation agreement and release with the Company, pursuant to which the Company provided him certain severance compensation and benefits.
For more information regarding these individual arrangements and the benefits provided thereunder, please see Potential Payments Upon Termination or Change of Control below.
Clawback Policy
In April 2017, our Board adopted a clawback policy. Under the clawback policy, if (1) the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws and (2) the Board reasonably in good faith determines that any current or former “Section 16 officer” of the Company willfully committed an act of fraud, dishonesty or recklessness that contributed to the noncompliance or benefitted materially from excessive incentive-based compensation, then the Board may direct the Company to use prompt and reasonable efforts to recover the excessive incentive-based compensation.
2018 Compensation Decisions
As noted above, for 2018, the Compensation Committee has approved certain changes to the Company’s executive compensation practices. Generally these changes were approved, with the advice of Meridian, to be more market competitive and more closely approximate what we believe are industry best practices.
Under the annual incentive program for 2018, payouts for Messrs. Sadlowski and Eckl will range from 0% of target to a maximum level of 200% of target. However, for all other eligible named executive officers, payouts can range from 0% of target to a maximum level of 150% of target. The performance metrics applicable to 2018 annual incentive awards are revenue, adjusted operating income and adjusted free cash flow. We believe these metrics help inspire and drive desired behaviors and performance. We expect to describe the actual goals associated with these metrics in next year’s proxy statement.
The Compensation Committee also approved a change to the Company’s long-term incentive program for 2018. In particular, stock options will not be granted during 2018 to our named executive officers. Instead, long-term incentive awards will generally consist of time-based RSUs and performance-based RSUs. For Mr. Sadlowski, 70% of the target long-term incentive award value will be allocated to performance-based RSUs, and the remaining 30% will be allocated to time-based RSUs. For Mr. Eckl, the target long-term incentive award value will be allocated evenly between time-based and performance-based RSUs. For Mr. Gohr, 30% of such value will be allocated to performance-based RSUs, and the remaining 70% will be allocated to time-based RSUs. Performance-based RSUs will be subject to an EBITDA metric. This design is intended to help align named executive officer rewards with shareholder interests, and to help create a stronger and more direct connection to success drivers and stock price performance.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.
Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form10-K for the year ended December 31, 2017 and this proxy statement.
This report is submitted on behalf of the members of the Compensation Committee:
Valerie Gentile Sachs, Chair
Eric M. Goldberg
Donald A. Wright
2017 Summary Compensation Table
The following table sets forth certain information with respect to the compensation earned during the years ended December 31, 2017, 2016 and 2015 by our named executive officers, as applicable, for their service to the Company:
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Dennis Sadlowski, Chief Executive Officer | ||||||||||||||||||||||||||||
2017 | $ | 531,629 | $ | 201,644 | $ | 471,716 | — | $ | 27,526 | 4 | $ | 1,232,515 | ||||||||||||||||
Matthew Eckl, Chief Financial Officer | ||||||||||||||||||||||||||||
2017 | $ | 282,693 | $ | 115,000 | $ | 368,940 | — | $ | 199,636 | 5 | $ | 966,259 | ||||||||||||||||
Jason DeZwirek, Chairman of the Board | ||||||||||||||||||||||||||||
2017 | — | — | $ | 70,001 | — | $ | 330,000 | 6 | $ | 400,001 | ||||||||||||||||||
2016 | — | — | $ | 70,006 | — | $ | 360,000 | $ | 430,006 | |||||||||||||||||||
2015 | — | — | $ | 69,630 | — | $ | 360,000 | $ | 429,630 | |||||||||||||||||||
Paul Gohr, Chief Accounting Officer | ||||||||||||||||||||||||||||
2017 | $ | 176,137 | $ | 30,000 | $ | 50,004 | — | $ | 12,727 | 7 | $ | 268,868 | ||||||||||||||||
Jeffrey Lang, Former Chief Executive Officer and President | ||||||||||||||||||||||||||||
2017 | $ | 72,981 | — | — | — | $ | 851,804 | 8 | $ | 924,785 | ||||||||||||||||||
2016 | $ | 575,000 | $ | 575,000 | $ | 140,004 | — | $ | 32,232 | $ | 1,322,236 | |||||||||||||||||
2015 | $ | 491,166 | $ | 781,250 | $ | 994,731 | — | $ | 27,486 | $ | 2,294,633 | |||||||||||||||||
Edward J. Prajzner, Former Executive Vice President, Corporate Development | ||||||||||||||||||||||||||||
2017 | $ | 178,846 | — | $ | 76,999 | $ | 33,000 | $ | 193,490 | 9 | $ | 482,335 | ||||||||||||||||
2016 | $ | 300,730 | $ | 144,480 | — | $ | 51,853 | $ | 24,475 | $ | 521,538 | |||||||||||||||||
2015 | $ | 264,787 | $ | 100,000 | $ | 118,000 | $ | 178,870 | $ | 23,956 | $ | 685,613 | ||||||||||||||||
Benton L. Cook, Former Vice President of Finance and Controller | ||||||||||||||||||||||||||||
2017 | $ | 168,750 | — | $ | 40,002 | — | $ | 11,053 | 10 | $ | 219,805 | |||||||||||||||||
2016 | $ | 169,560 | $ | 46,540 | $ | 32,910 | — | $ | 10,977 | $ | 259,987 | |||||||||||||||||
2015 | $ | 151,221 | $ | 29,530 | $ | 18,880 | $ | 11,312 | $ | 10,343 | $ | 221,286 |
2017 Grants of Plan-Based Awards Table
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||||||||||||||||||||||
Grant | Committee | Maximum | Threshold | Maximum | or Units | Options | Awards | Awards | ||||||||||||||||||||||||||||||||||||||||
Name | Date | Action Date | Threshold ($) | Target ($) | ($) | (#) | Target (#) | (#) | (#)(3) | (#)(4) | ($/Sh) | ($)(5) | ||||||||||||||||||||||||||||||||||||
Dennis Sadlowski | — | $ | 337,123 | $ | 674,246 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
5/16/17 | 5/16/17 | — | — | — | — | — | — | 7,642 | — | — | $ | 70,001 | ||||||||||||||||||||||||||||||||||||
6/10/17 | 6/9/17 | — | — | — | — | — | — | 23,511 | — | — | $ | 226,411 | ||||||||||||||||||||||||||||||||||||
6/10/17 | 6/9/17 | — | — | — | 29,167 | 46,667 | 77,778 | — | — | — | $ | 175,304 | ||||||||||||||||||||||||||||||||||||
Matthew Eckl | — | $ | 150,000 | $ | 300,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
1/11/17 | 1/11/17 | — | — | — | — | — | — | 15,000 | — | — | $ | 212,850 | ||||||||||||||||||||||||||||||||||||
1/11/17 | 1/11/17 | — | — | — | — | — | — | 11,000 | — | — | $ | 156,090 | ||||||||||||||||||||||||||||||||||||
Jason DeZwirek | 5/16/17 | 5/16/17 | — | — | — | — | — | — | 7,642 | — | — | $ | 70,001 | |||||||||||||||||||||||||||||||||||
Paul Gohr | — | $ | 66,500 | $ | 79,800 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
5/16/17 | 5/16/17 | — | — | — | — | — | — | 5,459 | — | — | $ | 50,004 | ||||||||||||||||||||||||||||||||||||
Jeffrey Lang | — | — | $ | 575,000 | $ | 1,150,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Edward J. Prajzner | — | — | $ | 150,000 | $ | 225,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
5/16/17 | 5/16/17 | — | — | — | — | — | — | 8,406 | — | — | $ | 76,999 | ||||||||||||||||||||||||||||||||||||
5/16/17 | 5/16/17 | — | — | — | — | — | — | — | 12,403 | $ | 9.16 | $ | 33,000 | |||||||||||||||||||||||||||||||||||
Benton L. Cook | — | — | $ | 42,187 | $ | 50,624 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
5/16/17 | 5/16/17 | — | — | — | 4,367 | — | — | $ | 40,002 |
For information regarding the terms of the employment agreements in effect with our named executive officers during 2017, please see Potential Payments Upon Termination or Change of Control. For information regarding the terms of the awards described in the table above, please see Compensation Discussion and Analysis.
Outstanding Equity Awards at Fiscal 2017Year-End
The following table sets forth information regarding outstanding equity awards for each named executive officer as of the end of fiscal year 2017.
Name | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||
Dennis Sadlowski | — | — | — | — | 6,621 | 1 | $ | 33,966 | 2 | — | — | |||||||||||||||||||||
— | — | — | — | 7,642 | 3 | $ | 39,203 | 2 | — | — | ||||||||||||||||||||||
— | — | — | — | 23,511 | 4 | $ | 120,611 | 2 | — | — | ||||||||||||||||||||||
— | — | — | — | — | — | 29,167 | 5 | $ | 149,627 | 2 | ||||||||||||||||||||||
Matthew Eckl | — | — | — | — | 15,000 | 6 | $ | 76,950 | 2 | — | — | |||||||||||||||||||||
— | — | — | — | 11,000 | 7 | $ | 56,430 | 2 | — | — | ||||||||||||||||||||||
Jason DeZwirek | — | — | — | — | 3,688 | 8 | $ | 18,919 | 2 | — | — | |||||||||||||||||||||
— | — | — | — | 6,621 | 1 | $ | 33,966 | 2 | — | — | ||||||||||||||||||||||
7,642 | 3 | $ | 39,203 | 2 | ||||||||||||||||||||||||||||
Paul Gohr | 1,500 | 1,000 | 9 | $ | 13.08 | 10/1/19 | — | — | — | — | ||||||||||||||||||||||
2,000 | 2,000 | 10 | $ | 9.44 | 9/4/19 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | 5,459 | 11 | $ | 28,005 | 2 | — | — | ||||||||||||||||||||||
— | — | — | — | 1,000 | 12 | $ | 5,130 | 2 | — | — | ||||||||||||||||||||||
2,400 | 13 | $ | 12,312 | 2 | ||||||||||||||||||||||||||||
Jeffrey Lang | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Edward J. Prajzner | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Benton L. Cook | 2,000 | — | $ | 1.98 | 3/31/2018 | 14 | — | — | — | — | ||||||||||||||||||||||
4,000 | — | $ | 5.26 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
3,000 | — | $ | 7.09 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
5,000 | — | $ | 9.63 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
5,000 | — | $ | 12.05 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
12,000 | — | $ | 12.72 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
8,000 | — | $ | 15.39 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
4,500 | — | $ | 13.08 | 3/31/2018 | 14 | — | — | — | — | |||||||||||||||||||||||
2,000 | — | $ | 9.44 | 3/31/2018 | 14 | — | — | — | — |
2017 Option Exercises and Stock Vested
Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | ||||||||||||||||
Dennis Sadlowski | — | — | 2,207 | $ | 22,600 | |||||||||||||||
Matthew Eckl | — | — | — | — | ||||||||||||||||
Jason DeZwirek | — | — | 4,051 | $ | 36,430 | |||||||||||||||
Paul Gohr | — | — | 1,100 | $ | 8,334 | |||||||||||||||
Jeffrey Lang | 280,000 | $ | 1,836,771 | — | — | |||||||||||||||
Edward J. Prajzner | — | — | 3,125 | $ | 23,438 | |||||||||||||||
5,000 | $ | 9,094 | — | — | ||||||||||||||||
Benton L. Cook | — | — | 1,100 | $ | 8,334 |
Potential Payments Upon Termination or Change of Control
Regardless of the manner in which a named executive officer’s employment terminates, he is entitled to receive amounts earned during his term of employment. The Company has no formal policy regarding severance payments or retirement payments. Upon death or disability of a named executive officer serving as one of our employees, the named executive officer will receive benefits under the disability or life insurance policies maintained for such officer, as appropriate.
If a named executive officer’s employment had terminated on December 29, 2017, he would have been entitled to the following amounts based on his then outstanding stock option, RSU and performance unit awards (as applicable) and the closing price of our common stock on such date. Please see Compensation Discussion and Analysis above for more information about the stock option, RSU and performance unit awards (as applicable), and please see Outstanding Equity Awards at Fiscal 2017Year-End above for information about such awards held by these named executive officers. The following table sets forth amounts that would have been payable to each named executive officer who was serving at the end of 2017 in the event of such a termination of employment. For Messrs. Lang and Prajzner, actual payments received in connection with their separations from the Company are described under Employment and Separation Agreements below. Mr. Cook did not receive any severance compensation or enhanced benefits as a result of his separation from the Company during 2017.
Named Executive Officer | For Cause | Death or Disability1 | Change in Control2 | Without Cause or for Good Reason3 | ||||||||||||
Dennis Sadlowski | — | $ | 193,781 | $ | 1,693,989 | $ | 994,293 | |||||||||
Matthew Eckl | — | $ | 105,165 | $ | 461,801 | $ | 461,801 | |||||||||
Jason DeZwirek | — | $ | 92,088 | $ | 92,088 | $ | 92,088 | |||||||||
Paul Gohr | — | $ | 45,557 | $ | 45,557 | $ | 45,557 |
Employment and Separation Agreements
During 2017, of the named executive officers, only Messrs. Sadlowski, Eckl and Lang had employment agreements with the Company.
As of January 9, 2017, the Company entered into an employment agreement with Mr. Eckl. The material terms of the employment agreement are as follows:
In connection with his assumption of the role of interim CEO, the Company entered into an offer letter with Mr. Sadlowski on January 26, 2017, which offer letter established his initial compensation terms, including a base salary of $575,000, a discretionary cash bonus opportunity targeted at 100% of base salary (with the ultimate amount of such bonus determined at the end of the term based on the Compensation Committee’s subjective evaluation of Mr. Sadlowski’s performance), and an award of RSUs at least equal to the number received by each of the Company’snon-employee directors in connection with the Company’s 2017 annual meeting of stockholders (which RSUs generally vest in four equal annual installments beginning on the first anniversary of the grant date). In connection with his appointment as permanent CEO on June 9, 2017,
Mr. Sadlowski entered into an employment agreement with the Company. The material terms of the employment agreement are as follows:
The employment agreements with Mr. Sadlowski and Mr. Eckl also provide that if the officer’s employment is terminated by the Company without “cause” (as defined in the employment agreement) or by the officer for “good reason” (as defined in the employment agreement), he will be entitled to receive (in addition to certain accrued compensation and other benefits), subject to his execution of a release: (1) a lump sum cash amount equal to his annual base salary; (2) a lump sum cash amount equal to a pro rata portion of the annual bonus he would have earned had he remained employed through the end of the fiscal year in which such termination occurs; and (3) a lump sum cash amount equal to the product of 12, multiplied by the monthly COBRA premium for health, dental and vision benefits in effect for the officer, his spouse and his dependents (or, for Mr. Sadlowski, reimbursement of monthly COBRA payments for up to 12 months after termination).
In the event of a “change in control” (as defined in Mr. Eckl’s employment agreement) of the Company, if Mr. Eckl is not offered employment with the successor entity or purchaser as CFO with a compensation package equal to or better than the combination of his annual base salary and annual bonus opportunity as in effect immediately prior to such change in control, then Mr. Eckl will resign as of the date of such change in control (or agree to resign as of the end of a reasonable transition period) and, subject to his execution of a release, in lieu of the amount described in (1) above, he will be entitled to receive a lump sum
cash amount equal to the sum of his annual base salary plus his annual bonus (equal to the same percentage of his annual base salary as the annual bonus, if any, that he received for the prior fiscal year). Immediately prior to the closing of a change in control, any unvested RSUs held by Mr. Eckl will immediately vest.
Pursuant to their employment agreements, Mr. Eckl and Mr. Sadlowski are also subject toone-year post-employmentnon-competition obligations and indefinitenon-solicitation and confidentiality obligations. The Employment Agreement also includes a customary indemnification provision. Mr. Sadlowski’s employment agreement also includes a mutualnon-disparagement provision that applies for one year following termination of Mr. Sadlowski’s employment.
In February 2010, the Compensation Committee approved an Employment Agreement with Mr. Lang that set forth the basic terms and conditions of his employment, which agreement was extended until February 15, 2018 on September 3, 2015. Pursuant to his Employment Agreement, either the Company or Mr. Lang could terminate his Employment Agreement at any time without cause, although Mr. Lang had to give 60 days’ notice of such termination. “Cause” under the Employment Agreement included, among other items, willful and material breach of the terms of the Employment Agreement by Mr. Lang, conviction of a felony or certain misdemeanors, and his failure to perform his duties as lawfully directed by the Board, subject to a cure period. If the Company terminated Mr. Lang without cause, provided he remained in compliance with the restrictive covenants under his employment agreement and executed a general release of claims in favor of the Company, he would have generally been entitled to (in addition to certain accrued compensation and other benefits) continued base salary and medical benefits for twelve months, plus an annual bonus based upon the percentage of base salary applicable to the annual bonus for the prior fiscal year. In addition, vested stock options held by Mr. Lang would remain exercisable for a period of 90 days following the termination date. If Mr. Lang’s employment had been terminated due to his death or disability (as defined in the Employment Agreement), Mr. Lang would have been entitled to three months continued base salary, subject to continued compliance with the restrictive covenants under the employment agreement. If in addition, there was a change in control of the Company (as defined in the CECO Environmental Corp. 2007 Equity Incentive Plan) and Mr. Lang was not offered employment as CEO with a compensation package equal to or better than his base salary and bonus under his Employment Agreement, then Mr. Lang was to resign and would have been entitled to a lump sum on the date of the change in control equal to his annual base salary plus his bonus in an amount equal to the same percentage of his base salary as the bonus, if any, that he received for the most recently ended fiscal year.
In connection with Mr. Lang stepping down as CEO, President and Director, the Company and Mr. Lang entered into a separation agreement on February 1, 2017. The Separation Agreement provides that Mr. Lang is entitled to the benefits under his employment agreement with the Company for a termination without cause, plus a lump sum transition bonus payment of $250,000. The other compensation under the severance provisions of Mr. Lang’s employment agreement consist of 12 months of continued base salary payments ($575,000), continued medical benefits under the Company’s current medical plans for up to 12 months (estimated to be $14,588) and payment of an annual bonus for the 2016 fiscal year ($575,000), which annual bonus was already earned at the time of Mr. Lang’s termination. All of Mr. Lang’s unvested RSUs and stock option awards were forfeited in accordance with the applicable equity plan and applicable award agreements. SeeOutstanding Equity Awards at Fiscal 2017Year-End above for more information on Mr. Lang’s stock option and RSU holdings. The separation agreement specifically provides that the restrictive covenants under Mr. Lang’s employment agreement will survive his termination of employment, and includes anon-disparagement provision. Pursuant to the separation agreement, before any shares of the Company’s stock that Mr. Lang acquires upon exercise of a Company stock option may be sold or transferred by Mr. Lang, the Company will have a right of first refusal to purchase such shares upon the terms and conditions further described in the separation agreement.
In connection with his separation from the Company on July 21, 2017, Mr. Prajzner entered into a separation agreement and release with the Company. Pursuant to the agreement, in exchange for Mr. Prajzner’s general release of claims, the Company agreed to provide the following compensation and benefits to Mr. Prajzner (in addition to certain accrued compensation and benefits): (1) an amount equal to $150,000, payable in substantially equal installments over a period of six months after the separation date; (2) subject to Mr. Prajzner’s timely election of COBRA coverage under the Company’s medical, dental, vision and prescription drug plans, payment by the Company of 100% of the COBRA premiums on behalf of Mr. Prajzner (and his eligible dependents, if applicable) for up to six months following the separation date (estimated to be $12,026); and (3) immediate vesting of 3,125 RSUs that were initially scheduled to vest on September 4, 2017 (valued at $23,438). The separation agreement includes an acknowledgement that Mr. Prajzner will continue to be bound by his confidentiality,non-competition,non-solicitation and other obligations under his restrictive covenant agreement with the Company, and that the Company’s obligation to pay the severance amounts will cease if Mr. Prajzner breaches any of his obligations under the restrictive covenants agreement. The separation agreement also includesnon-disparagement provisions in favor of the Company.
In connection with his separation from the Company on December 31, 2017, Mr. Cook did not enter into a separation agreement and release with the Company. Mr. Cook did not receive compensation and benefits post-employment except for those earned on an as needed, consulting basis.
Chief Executive Officer Pay Ratio
For 2017, the ratio of the annual total compensation of Mr. Sadlowski, our CEO who was serving in such capacity on November 30, 2017 (“CEO Compensation”), to the median of the annual total compensation of all our employees and those of our consolidated subsidiaries (other than Mr. Sadlowski) (“Median Annual Compensation”), was 26 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K using the data and assumptions described below. In this summary, we refer to the employee who received the Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was November 30, 2017 (the “Determination Date”).
For purposes of this pay ratio disclosure, CEO Compensation was determined to be $1,253,000. As further discussed above, Mr. Sadlowski began serving as our interim CEO on February 1, 2017, and then served from June 9, 2017 through the end of 2017 as our permanent CEO. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Sadlowski under the “2017 Summary Compensation Table” for 2017, annualized based on Mr. Sadlowski’s period of service during 2017 and reasonable estimates regarding the composition of Mr. Sadlowski’s compensation that would have been applicable if Mr. Sadlowski had been employed by us for all of 2017.
For purposes of this pay ratio disclosure, Median Annual Compensation was determined to be $48,900, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2017 in accordance with Item 402(c)(2)(x) of RegulationS-K.
To identify the Median Employee, we measured compensation for the period beginning on January 1, 2017 and ending on November 30, 2017 for 923 U.S. andnon-U.S. employees, representing all full-time, part-time, seasonal and temporary employees for us and our consolidated subsidiaries as of the Determination Date (except as described below and other than Mr. Sadlowski). This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. This number excludes approximately 28non-U.S. employees (consisting of approximately 14 employees in England, 10 employees in Singapore, 2 employees in Mexico and 2 employees in India, or collectively approximately 3% of our total workforce of 951 employees) and does not exclude any employees of businesses acquired by us or combined with us. This compensation measurement was calculated by totaling, for each employee, the following cash compensation elements: salary, wages, commissions, bonuses, and certain cash perquisites (such as moving allowance and automobile allowances). This cash compensation represents the consistently applied compensation measure that we used for our pay ratio determination. Specifically excluded from the consistently applied compensation measure were Company contributions to 401(k) plans. Further, we annualized compensation but did not utilize any statistical sampling orcost-of-living adjustments for purposes of this pay ratio disclosure.
Director Compensation for Fiscal Year 2017
The following table provides information on 2017 compensation for each of our directors who are not named executive officers and who served during 2017. The table does not include expenses for attending meetings.
Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | All Other Compensation2 ($) | Total ($) | ||||||||||||
Eric M. Goldberg | $ | 45,000 | $ | 70,001 | $ | 1,007 | $ | 116,008 | ||||||||
Claudio A. Mannarino | $ | 75,000 | $ | 70,001 | $ | 1,007 | $ | 146,008 | ||||||||
Jonathan Pollack | $ | 45,000 | $ | 70,001 | $ | 110,507 | 3 | $ | 225,508 | |||||||
Seth Rudin | $ | 45,000 | $ | 70,001 | $ | 1,007 | $ | 116,008 | ||||||||
Valerie Gentile Sachs | $ | 56,264 | $ | 70,001 | — | $ | 126,265 | |||||||||
Donald A. Wright | $ | 52,528 | $ | 70,001 | $ | 1,007 | $ | 123,536 | ||||||||
David B. Liner | $ | 28,146 | $ | 70,001 | — | $ | 98,147 |
Directors who are named executive officers of the Company do not receive any additional compensation for their services as directors, except as described below.
During 2017, thenon-employee directors received an annual retainer of $45,000, which was paid quarterly. The chairperson of the Audit Committee received an annual retainer of $75,000. The chairperson of the Compensation Committee and Nominations and Governance Committee received an annual retainer of $60,000.Non-employee directors who were not a chairperson of a committee received an annual retainer of $45,000. Mr. Sadlowski, who currently serves as our CEO, received a retainer of $14,125 for his service on the Board until being appointed CEO.
All of the directors – including our Chairman – also received service-based RSUs in 2017 in lieu of meeting fees. The Compensation Committee determined that issuing RSUs in lieu of cash meeting payments would simplify the directors’ compensation while promoting the ownership of stock of the Company. We therefore granted RSUs covering 7,642 shares of common stock in May 2017 to each of thenon-management directors serving at that time. The RSUs generally vest on the one year anniversary of the grant. We also reimburse or pay the Board members their reasonable travel andout-of-pocket expenses to attend meetings.
Effective August 3, 2016, the Board implemented mandatory stock ownership guidelines fornon-management directors to further align the interests ofnon-management directors and stockholders. Eachnon-management director is required to own shares of our common stock having a value equal to at least three times thenon-management director’s regular annual cash retainer.Non-management directors shall have three years from the later of August 3, 2016 or his or her election or appointment to the Board to attain such ownership levels. The Compensation Committee in its discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. For purposes of this requirement, anon-management director’s stock ownership includes all shares of our common stock owned by thenon-management director outright or held in trust for thenon-management director and his or her immediate family, plus anon-management director’s deferred or restricted stock or equivalent units. The value of a share shall be measured as the greater of the then current market price or the closing price of a share of our common stock on the acquisition or grant date.
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY’S
NAMED EXECUTIVE OFFICER COMPENSATION
As required pursuant to Section 14A of the Exchange Act and the related rules of the SEC, we are including in this proxy statement a separate resolution to enable our stockholders to approve, on an advisory andnon-binding basis, the compensation of our named executive officers. Consistent with our stockholders’ preference as indicated at our 2013 annual meeting of stockholders, our stockholders are given an opportunity for advisory approval of the Company’s executive compensation on an annual basis. Therefore, we expect that our stockholders will next have the opportunity to vote on the advisory approval of the Company’s executive compensation at the 2019 annual meeting of stockholders.
This proposal, commonly known as a“Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. Accordingly, you may vote on the following resolution at the Annual Meeting:
“RESOLVED, that Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in CECO Environmental Corp.’s proxy statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation tables and narrative disclosure.”
This vote is advisory, and thereforenon-binding. In considering their vote, stockholders are encouraged to read the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis, which discusses the Company’s compensation policies and procedures, and the compensation for the Company’s named executive officers for the fiscal year ended December 31, 2017. The Board and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.
Our compensation programs are designed to motivate our executives to create a successful Company. We believe that our compensation program rewards sustained performance that is aligned with long-term stockholder interests.
This proposal requires a favorable vote of the majority of shares represented at the Annual Meeting for advisory approval.
The Board recommends that stockholders vote “FOR” the approval, on an advisory basis, of the Company’s named executive officer compensation described in the compensation tables and the narrative discussion of this proxy statement.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
At the recommendation of the Audit Committee, the Board has appointed BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2018. BDO has served as our independent registered public accounting firm since September 2008.
The Audit Committeepre-approves any engagement of BDO and has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm and nominate an independent registered public accounting firm for stockholder approval.
A representative of BDO is not expected to be present at the Annual Meeting. Although stockholder approval of the selection of BDO is not required by law, the Board believes that it is advisable to give stockholders an opportunity to ratify this selection. If the stockholders fail to ratify the appointment of BDO, the Audit Committee may reconsider the selection.
Independent Registered Public Accounting Firm Fees
The following table sets forth the fees for services provided by BDO for the fiscal years ended December 31, 2017 and 2016.
2017 | 2016 | |||||||
Audit Fees | $ | 1,966,872 | $ | 2,020,282 | ||||
Audit-Related Fees | $ | 3,000 | $ | 3,250 | ||||
Tax Fees | $ | 30,496 | $ | 37,909 | ||||
All Other Fees | — | — | ||||||
|
|
|
| |||||
Total | $ | 2,000,368 | $ | 2,061,441 |
The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services. The Audit Committee has considered whether providingnon-audit services is compatible with maintaining BDO’s independence.
Audit Fees
These are fees for professional services for the integrated audit of our annual consolidated financial statements, the review of financial statements included in Quarterly Reports on Form10-Q, proxy statements and services that are normally rendered in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
These are fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements that are not included as audit fees.
Tax Fees
These are fees for professional services rendered by BDO with respect to tax compliance and tax planning.
All Other Fees
These are fees for other services rendered by BDO that do not meet the above category descriptions.
Audit CommitteePre-Approval Policy
The Audit Committee is responsible forpre-approving all audit services and permittednon-audit services (including the fees and retention terms) to be performed for the Company by its auditors prior to their engagement for such services. The Audit Committee has delegated to each of its members the authority to grantpre-approvals, such approvals to be presented to the full Audit Committee at the next scheduled meeting. None of the fees paid to BDO under the categories Audit-Related Fees and Tax Fees were approved by the Audit Committee after the services were rendered pursuant to the de minimis exception established by the SEC.
This proposal requires a favorable vote of the majority of shares represented at the Annual Meeting for approval.
The Board recommends a vote “FOR” the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm of CECO for fiscal year 2018.
Other Matters
As of the date of this proxy statement,Proxy Statement, the Board knows of no matters that will be presented for consideration at the Annual Meeting other than the proposals set forth in this proxy statement.Proxy Statement. If any other matters properly come before the Annual Meeting, it is intended that the persons named in the proxy will vote the shares they represent as the Board may recommend.
A copy of our proxy materials for the Annual Meeting will be sent to any stockholder without charge upon written or oral request addressed to CECO Environmental Corp., to the attention of the Secretary, 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254 or by phone at (214)357-6181. Any stockholder may also receive a copy of our Annual Report on Form10-K for the year ended December 31, 2017 as filed with the SEC, without exhibits, upon written request to the address above.
Stockholder Proposals for 2019 Annual Meeting
A stockholder who would like a proposal considered for inclusion in the Company’s proxy statement relating to the Company’s 2019 annual meeting pursuant to Rule14a-8 under the Exchange Act, must be received by the Corporate Secretary of the Company no later than December 28, 2018 and must otherwise comply with Rule14a-8, Any stockholder proposals received outside of the Rule14a-8 procedure for consideration at the Company’s 2019 annual meeting must be received by the Company between February 12, 2019 and March 14, 2019. If, however, the date of the 2019 annual meeting is changed by more than 30 days from the anniversary date of this year’s Annual Meeting, the stockholder notice described above will be deemed timely if it is received not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day after public announcement of the date of such meeting. Such proposals must be addressed to the Secretary of the Company at 14651 N. Dallas Parkway, Suite 500, Dallas, Texas 75254. If the Company does not receive such notice within the timeframe described above, the notice will be considered untimely and the proposal may not be brought.
Method of Proxy Solicitation
The cost of solicitation of the proxies will be borne by us. In addition to this solicitation of the proxies, our employees, without extra remuneration, may solicit proxies personally or by telephone. We will reimburse brokerage firms, nominees, custodians, and fiduciaries for theirout-of-pocket expenses for forwarding proxy materials to beneficial owners and seeking instruction regarding the proxy materials.
By Order of the Board of Directors |
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Jason DeZwirek |
Chairman of the Board of Directors |
April 27, 2018
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ANNUAL MEETING OF STOCKHOLDERS OF
CECO ENVIRONMENTAL CORP.
Wednesday, June 12, 20185, 2019
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. |
Important Notice Regarding the Availability of Proxy Materials
for the Stockholders Meeting to Be Held on Wednesday, June 12, 20185, 2019
Our Annual Report to Stockholders and the Proxy Statement
are available at www.cecoenviro.com/investors.aspx
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
i¯ Please detach along perforated line and mail in the envelope provided. i¯
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, |
“FOR” PROPOSAL NO. 2, “ONE YEAR” FOR PROPOSAL NO. 3, AND “FOR” PROPOSAL NO. |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE☒ |
1. Election of Directors: | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||||
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FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See instructions below) | NOMINEES: Jason DeZwirek Eric M. Goldberg David B. Liner Claudio A. Mannarino Munish Nanda Jonathan Pollack Valerie Gentile Sachs Dennis Sadlowski | 2. To approve, on an advisory basis, the compensation paid to the Company’s named executive officers. 3. To recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation. 4. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019. |
| ☐ 2 YEARS ☐ FOR ☐ | ☐ 3 YEARS ☐ AGAINST ☐ | ☐ ABSTAIN ☐ ABSTAIN ☐ | |||||||||||||||||||
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INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR | |||||||||||||||||||||||||
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐ | ||||||||||||||||||||||||||
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |