UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
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| Preliminary Proxy Statement | ||
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STEPAN COMPANY | ||||
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(Name of person(s) filing proxy statement, if other than the registrant) | ||||
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 28, 201524, 2018
at 9:00 a.m. (CDT)
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of STEPAN COMPANYStepan Company (the “Company”) will be held at the Company’s Administrative and Research Center at Edens Expressway and Winnetka Road, Northfield, Illinois, on Tuesday, April 28, 2015,24, 2018, at 9:00 a.m. (CDT), for the following purposes:
1. | To elect |
2. | To |
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| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for |
| 4. | To transact such other business as may properly come before the meeting. |
The Board of Directors has designated the close of business on February 27, 2015,26, 2018, as the record date for determining the holders of record of the Company’s Common Stock entitled to notice of and to vote at the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 28, 2015.
The Proxy Statement and Annual Report to Stockholders, including Form 10-K for fiscal year 2014, are available at http://www.edocumentview.com/SCL.
Directions to the Annual Meeting of Stockholders are available at http://www.stepan.com, under “Investor Relations – Annual Meeting” for those stockholders who plan to attend the Annual Meeting.
By order of the Board of Directors,
KATHLEEN O. SHERLOCK
Assistant Secretary
Northfield, Illinois
March 26, 2015
The Board of Directors extends a cordial invitation to all stockholders to attend the Annual Meeting. Whether or not you plan to attend the meeting, please mark, sign and mail the enclosed proxy card in the return envelope provided or vote by internet or phone as promptly as possible.
As a reminder, brokersyour broker may not vote your shares for non-routine matters such as the election of directors, the approval to adopt a Company incentive plan,Directors or the advisorySay-on-Pay vote on the compensation of the Company’s named executive officers (“Say-on-Pay” vote) in the absence ofwithout your specific instructions as to how to vote. Therefore, we urge you to provide your broker with voting instructions by returning your proxy card so your vote for all proposals can be counted.
Directions to the Annual Meeting of Stockholders are available at http://www.stepan.com, under “Investor Relations—Annual Meeting” for those stockholders who plan to attend the Annual Meeting.
By order of the Board of Directors,
JENNIFER ANSBRO HALE
Secretary
Northfield, Illinois
March 29, 2018
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on April 24, 2018
The Company’s Proxy Statement, 2017 Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2017 are available at http://www.edocumentview.com/SCL.
PROXY STATEMENT
For the Annual Meeting of Stockholders of
STEPAN COMPANY
Edens Expressway and Winnetka Road
Northfield, Illinois 60093
To be held at 9:00 a.m. (CDT) on April 28, 201524, 2018
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors, and the Company will bear the entire expense of solicitation. Such solicitation is being made by mail, and the Company’s officers and employees may solicit proxies from stockholders personally or by telephone, mail or other means. The Company will make arrangements with the brokers, custodians, nominees and other fiduciaries who request the forwarding of solicitation material to the beneficial owners of shares of the Company’s stock held of record by such brokers, custodians, nominees and other fiduciaries, and the Company will reimburse them for their reasonable out-of-pocket expenses. This proxy statement and proxy are first being distributed to stockholders commencing on or about March 29, 2018.
At the close of business on February 27, 2015,26, 2018, the record date for the meeting, there were 22,273,84822,536,305 shares of the Company’s Common Stock (“Common Stock”) outstanding, each share of which is entitled to one vote on each matter to be voted on at the meeting.
This proxy statement and proxy are first being distributed to stockholders commencing on or about March 26, 2015.
You may either vote “FOR”“FOR,” “AGAINST” or “WITHHOLD” authority to vote for“ABSTAIN” on each of the nominees for the Board of Directors. You may vote “FOR,” “AGAINST” or “ABSTAIN” onDirectors and each of the other proposals. If you vote to “ABSTAIN” with respect to a nominee for the Board of Directors or a proposal, your abstention will have the same effect as a vote against that nominee or proposal.
In connection withFor any other business that may properly come before the meeting, of which the Board of Directors is not currently aware, votes will be cast pursuant to the authority granted by the enclosed proxy in accordance with the best judgment of the individuals acting under the proxy. The Board of Directors is not currently aware of any other business that may come before the meeting.
If you submit your proxy but abstain from voting or withhold authority to vote on one or more matters, your shares will be counted as present at the meeting for the purposes of determining a quorum. Your shares also will be counted as present at the meeting for the purpose of calculating the vote on the particular matter with respect to which you abstained from voting or withheld authority to vote. Anyvoting. You may revoke your proxy given pursuant to this solicitation may be revoked by the stockholder at any time prior to the voting of the proxy.
Except for the election of directors, if you abstain from voting on a proposal, your abstention has the same effect as a vote against that proposal.meeting.
If you hold your shares in street name and do not provide voting instructions to your broker, custodian, nominee or other fiduciary, your shares with respect to such matters will not be voted on any non-routine matters and will be considered “broker non-votes.” Non-routine matters include the election of directors, the approval to adopt a Company incentive plan,Directors and the Say-on-Pay vote. Your broker may vote your shares without instruction on the ratification of auditors.the appointment of the Company’s independent registered public accounting firm. Broker non-votes will be counted as present at the meeting for the purpose of determining a quorum. Please instruct your broker or bank so your vote can be counted on all proposals.
The required quorum at the Annual Meeting is a majority of the outstanding shares of the Company’s voting stock as of the record date. In order to ensure the necessary quorum at the Annual Meeting, please mark, sign and return the enclosed proxy promptly in the envelope provided. No postage is required if mailed inYou may also vote via the United States.internet by visiting http://www.envisionreports.com/SCL or by phone by calling (800) 652-8683. Internet and phone voting will be available 24 hours a day, seven days a week until 11:59 p.m. on April 23, 2018. If voting via the internet or by phone, please have your proxy card available and follow the instructions to vote. Even if you sign and return your proxy,vote prior to the meeting, you are invited to attend the meeting.
The Company has adopted a procedure called “householding,” whichIn the future, in accordance with the rules of the Securities and Exchange Commission (“SEC”(the “SEC”) has approved. Under this procedure,, the Company expectsmay furnish proxy materials, including its proxy statements and annual reports, to deliver a single copystockholders by providing access to these documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials to multiple stockholders who sharematerials. Instead, the same address unless the Company has received contrarynotice will provide instructions from one or more of the stockholders. This procedure reduces the Company’s printing and mailing costs and the environmental impact of the Company’s annual meetings. Stockholders who participate in householding will continue to be ableon how to access and receive separate proxy cards. Upon written or verbal request, the Company will deliver promptly a separate copy ofreview the proxy materials on the internet. The notice will also provide instructions on how to any stockholder at a shared addresssubmit your proxy via the internet. For stockholders who prefer to which the Company delivered a single copy of these documents. To receive a separate copy of the proxy materials, stockholders may write or call the Company at the following contact: Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093; Telephone: (847) 446-7500. Stockholders receiving multipleprinted copies of the proxy materials, despite sharing an address may request delivery of a single copy of future proxy materials by contacting their broker, if the shares are held in a brokerage account, or the Company at the foregoing address, if registered shares are held.notice will provide instructions for requesting printed copies.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Stockholders and the persons named in the enclosed proxy will vote, pursuant to the authority granted by the stockholder in the enclosed proxy, on the election of Messrs.Mr. Randall S. Dearth, andMr. Gregory E. Lawton and Ms. Jan Stern Reed as Directors of the Company, to hold office until the Annual Meeting of Stockholders to be held in 2021. The Board of Directors is divided into three classes serving staggered three-year terms. Directors for each class are elected at the Annual Meeting of Stockholders in the year in which the term for their class expires. Mr. Dearth, Mr. Lawton and Ms. Reed are current Directors whose terms expire in 2018. Messrs. Dearth and Lawton were elected by the Company’s stockholders at the 2015 Annual Meeting and Ms. Reed was elected by the Board of Directors on October 20, 2015. The nominations of Mr. Dearth, Mr. Lawton and Ms. Reed have each been reviewed and recommended by the Nominating and Corporate Governance Committee and the Board of Directors.
In the event any one or more of such nominees is unable to serve as Director, votes will be cast, pursuant to the authority granted in the enclosed proxy, for such person or persons as may be designated by the Board of Directors. The Board of Directors at this time is not aware of any nominee who is or will be unable to serve as Director, if elected.
Under the Company’s Amended and Restated Certificate of Incorporation and By-laws, in an uncontested election Directors are elected by a pluralitymajority of the voting power of the shares of Common Stock present in person or representedvotes cast by proxy at the meeting and entitled to vote. The outcome of the election will not be affected by holders of shares of Common Stock that withhold authority to vote in thestockholders. An uncontested election of Directors.
The BoardDirectors means an election for which the number of nominees does not exceed the number of Directors is divided into three classes serving staggered three-year terms. Directors for each class areto be elected at the Annual Meetingspecific election. Because three Directors are to be elected, and Mr. Dearth, Mr. Lawton and Ms. Reed are the sole nominees, this election is uncontested, and therefore the nominees must receive a majority of Stockholders in the year in which the term for their class expires.votes cast by stockholders to be elected.
Nominees for Director
The following table sets forth certain information about the nominees for Director:
Name of Nominee |
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| Principal Occupation, Business Experience and Other Directorships During the Past Five Years, and Age |
| Year of First Selection as |
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| Number and Percent of Shares of Common Stock Beneficially Owned (1) |
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Randall S. Dearth |
| Chairman, President and Chief Executive Officer of Calgon Carbon Corporation, a global manufacturer of activated carbon and innovative treatment systems, since May 2014. President and Chief Executive Officer of Calgon Carbon Corporation from 2012 to May 2014. President and Chief Executive Officer of LANXESS Corporation, a global chemicals manufacturer, from 2004 to 2012. Director of Calgon Carbon Corporation. Age – 51 |
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| 2012 |
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| 5,019(2) | * | |
Gregory E. Lawton |
| Consultant. President and Chief Executive Officer of JohnsonDiversey, Inc., a manufacturer of cleaning products, from October 2000 to February 2006. From January 1999 to September 2000, President and Chief Operating Officer of Johnson Wax Professional. President of NuTone, Inc., a subsidiary of Williams plc based in Cincinnati, Ohio from 1994 to 1998. From 1989 to 1994, served with Procter & Gamble as Vice President and General Manager of several consumer product groups. Director of General Cable and American Trim. Age – 64 |
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| 2006 |
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| 20,757(3) | * |
* Less than one percent of outstanding shares of Common Stock.
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| Principal Occupation, Business Experience and Other Directorships During the Past Five Years, and Age | Year of | ||
Randall S. Dearth | Chairman, President and Chief Executive Officer of Age – 54 | 2012 | |||
Gregory E. Lawton | Consultant. President and Chief Executive Officer of JohnsonDiversey, Inc., a manufacturer of cleaning products, from October 2000 to February Age – 67 | 2006 | |||
Jan Stern Reed | Senior Vice President, General Counsel and Corporate Secretary of Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise, from February 2015 to February 2016. Senior Vice President, General Counsel and Secretary of Walgreen Co. from October 2014 to February 2015. Age – 58 | 2015 |
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PROPOSAL: The Board of Directors recommends that the stockholders vote FOR the election of Messrs.Mr. Randall S. Dearth, andMr. Gregory E. Lawton and Ms. Jan Stern Reed to the Board of Directors, each for a three-year term.
Directors Whose Terms Continue
The following table sets forth certain information about those Directors who are not up for election as their respective termterms of office doesdo not expire this year:
Name of Director |
| Principal Occupation, Business Experience and Other Directorships During the Past Five Years, and Age |
| Year of First Selection as Director |
| Term Expires |
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Michael R. Boyce |
| Chairman of PQ Corporation, a global specialty chemical and catalyst company, from 2005 to 2017. Chief Executive Officer of PQ Corporation from 2005 to May 2015. Chairman and Chief Executive Officer of Peak Investments, an operating and acquisition company, since 1998. Director of AAR Corporation. Age – 70 |
| 2010 |
| 2019 |
Joaquin Delgado |
| Executive Vice President, Consumer Business Group of 3M Company, a global diversified technology company, since 2016. Executive Vice President, Health Care Business Group of 3M Company, from 2012 to 2016. Age – 58 |
| 2011 |
| 2020 |
F. Quinn Stepan |
| Chairman of the Company from November 1984 to December 2016. Chief Executive Officer of the Company from November 1984 to December 2005. Age – 80 |
| 1967 |
| 2019 |
F. Quinn Stepan, Jr. |
| Chairman of the Company since January 2017. President and Chief Executive Officer of the Company since January 2006. Age – 57 |
| 1999 |
| 2020 |
Edward J. Wehmer |
| President and Chief Executive Officer of Wintrust Financial Corporation, a financial services company, since May 1998. Director of Wintrust Financial Corporation. Age – 63 |
| 2003 |
| 2019 |
Family Relationships
F. Quinn Stepan, Jr. is the son of F. Quinn Stepan.
Name of Director |
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| Principal Occupation, Business Experience and Other Directorships During the Past Five Years, and Age |
| Year of First Selection as Director |
| Term Expires |
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| Number and Percent of Shares of Common Stock Beneficially Owned(1) |
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Michael R. Boyce |
| Chairman and Chief Executive Officer of PQ Corporation, a global specialty chemical and catalyst company, since 2005. Chairman and Chief Executive Officer of Peak Investments, an operating and acquisition company, since 1998. Executive Chairman of Eco Services Operations LLC, an environmental and recycling company, since December 2014. From 1990 to 1998, President and Chief Operating Officer of Harris Chemical Group, Inc. Director of PQ Corporation, AAR Corp and Eco Services Operations LLC. Age – 67 |
| 2010 |
| 2016 |
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| 8,760(2) | * | |
Joaquin Delgado |
| Executive Vice President, Health Care Business Group of 3M Company, a global diversified technology company, since 2012. Executive Vice President, Electro and Communications Business of 3M Company, from 2009 to 2012. Vice President and General Manager, Electronic Markets Materials Division of 3M Company, from 2007 to 2009. Vice President, Research and Development and New Business Ventures, Consumer and Office Business of 3M Company, from 2005 to 2007. President of 3M Korea Ltd. from 2003 to 2005. Age – 55 |
| 2011 |
| 2017 |
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| 4,688 | * | |
F. Quinn Stepan |
| Chairman of the Company since November 1984. Chief Executive Officer of the Company from November 1984 to December 2005. Director of Fermi Research Alliance, LLC, a joint partnership of the University of Chicago and the Universities Research Association, since January 2015. Age – 77 |
| 1967 |
| 2016 |
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| 1,614,005(3) | 7.2% | |
F. Quinn Stepan, Jr. |
| President and Chief Executive Officer of the Company since January 2006. President and Chief Operating Officer of the Company from February 1999 to December 2005. Director of Follett Corporation from February 2005 to July 2011. Age – 54 |
| 1999 |
| 2017 |
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| 1,334,714(4)(5) | 6.0% | |
Edward J. Wehmer |
| President, Chief Executive Officer and founder of Wintrust Financial Corporation, a financial services company, since May 1998. Prior to May 1998, President and Chief Operating Officer of Wintrust Financial Corporation since its formation in 1996. Director of Wintrust Financial Corporation. Involved in several charitable and professional organizations. Age – 60 |
| 2003 |
| 2016 |
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| 19,779(6) | * |
Security Ownership of Certain Beneficial Owners
As of March 2, 2018, the following persons were the only persons known to the Company to beneficially own more than onefive percent of outstanding sharesthe Company’s Common Stock, other than members of Common Stock.the Company’s Board of Directors or management, whose ownership is set forth in the table below:
Name and Address |
| Number of Shares of Common Stock Beneficially Owned |
| Percentage of Outstanding Shares of Common Stock (1) |
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BlackRock, Inc. (2) |
| 2,608,541 |
| 11.6% |
The Vanguard Group, Inc. (3) |
| 2,142,106 |
| 9.5% |
(1) |
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(2) | As reported in a Schedule 13G/A filed with the SEC on January 19, 2018, by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York, 10055. In the Schedule 13G/A, BlackRock reported that, as of December 31, 2017, it had sole voting power as to 2,563,122 shares of Common Stock and sole dispositive power as to 2,608,541 shares of Common Stock. |
(3) | As reported in a Schedule 13G/A filed with the SEC on February 9, 2018, by The Vanguard Group, Inc. (“Vanguard”), 100 Vanguard Boulevard, Malvern, Pennsylvania, 19355. In the Schedule 13G/A, Vanguard reported that, as of December 31, 2017, it had sole voting power as to 32,652 shares of Common Stock, shared voting power as to 3,100 shares of Common Stock, sole dispositive power as to 2,107,754 shares of Common Stock, and shared dispositive power as to 34,352 shares of Common Stock. |
Security Ownership of the Board of Directors and Management
The following table sets forth, as of March 2, 2018, the security ownership of each currently serving Executive Officer listed in the Summary Compensation Table in this proxy statement, each Director and nominee for Director, and all Directors and Executive Officers as a group. The address for each Director, nominee for Director, and Executive Officer is c/o Stepan Company, Edens Expressway and Winnetka Road, Northfield, Illinois 60093.
Name |
| Number of Shares of Common Stock Beneficially Owned (1) |
| Percentage of Outstanding Shares of Common Stock (1) | ||
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Scott R. Behrens |
| 42,721 | (2) |
| * | |
Michael R. Boyce. |
| 11,881 | (3) |
| * | |
Randall S. Dearth |
| 8,823 | (4) |
| * | |
Joaquin Delgado |
| 8,654 |
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| * | |
Jennifer Ansbro Hale |
| 4,023 | (5) |
| * | |
Gregory E. Lawton |
| 24,928 | (6) |
| * | |
Arthur W. Mergner |
| 47,480 | (7) |
| * | |
Jan Stern Reed |
| 3,334 |
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| * | |
F. Quinn Stepan |
| 1,297,345 | (8) |
| 5.8% | |
F. Quinn Stepan, Jr. |
| 859,854 | (9) |
| 3.8% | |
Edward J. Wehmer |
| 24,139 | (10) |
| * | |
All Directors and Executive Officers |
| 2,832,567 | (11) |
| 12.6% |
* | Less than one percent of outstanding shares of Common Stock. |
(1) | Based on 22,567,569 shares of Common Stock outstanding as of March 2, 2018. Number of shares of Common Stock for each Director, nominee for Director, and current Executive Officer (and all Directors and Executive Officers as a group) includes (a) shares of Common Stock owned by the spouse of each Director, nominee for Director, or Executive Officer, and shares of Common Stock held by each Director, nominee for Director, or Executive Officer, or such person’s spouse as trustee or custodian for the benefit of children and family members if such trustee or custodian has voting or investment power, (b) shares of Common Stock that may be acquired within 60 days through the exercise of stock options or stock appreciation rights (“SARs”) granted pursuant to the Company’s incentive compensation plans, and (c) shares of Common Stock pledged as security by such Director, nominee for Director, or Executive Officer, or such person’s family members. |
granted pursuant to the Company’s incentive compensation plans, (c) 6,819 shares of Common Stock that Mr. Behrens has the right to acquire through the exercise of SARs granted pursuant to the Company’s incentive compensation plans, and (d) 8,760 shares of Common Stock credited to Mr. Behrens’ stock account under the Management Incentive Plan (as amended and restated effective January 1, 2015, the “Management Incentive Plan”). Amounts credited to an employee’s stock account will be paid to the employee at the time of separation of service from the Company as the employee has elected under the provisions of the Management Incentive Plan. |
(3) | Includes 727 shares of Common Stock credited to Mr. Boyce’s account pursuant to the Company’s incentive compensation plans. |
(4) | Includes 1,220 shares of Common Stock credited to the Mr. Dearth’s account pursuant to the Stepan Company Directors Deferred Compensation Plan (as amended and restated as of January 1, 2012). |
(5) | Includes (a) 213 shares of Common Stock allocated to Ms. Hale under ESOP II, (b) 464 shares of Common Stock that Ms. Hale has the right to acquire through the exercise of stock options granted pursuant to the Company’s incentive compensation plans, and |
(6) | Includes 5,542 shares of Common Stock credited to |
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(8) | Includes (a) 182,905 shares of Common Stock pledged as security for one bank loan agreement, (b) 508,655 shares of Common Stock held by Stepan Venture II, a family-owned limited partnership for which Mr. Stepan is the managing member of the sole general partner, and pledged as security for one bank loan agreement, (c) 101 shares of Common Stock allocated to Mr. Stepan under ESOP II, and (d) 343,903 shares of Common Stock credited to Mr. Stepan’s stock account under the Management Incentive Plan. |
| Includes |
(10) | Includes 12,339 shares of Common Stock credited to Mr. Wehmer’s account pursuant to the Company’s incentive compensation plans. |
(11) | As of March 2, 2018, Directors and Executive Officers as a group had (a) 33,003 shares of Common Stock allocated to them under ESOP II, (b) the right to acquire 215,080 shares of Common Stock through the exercise of stock options, (c) the right to acquire 70,477 shares of Common Stock through the exercise of SARs, and (d) 464,037 shares of Common Stock credited to their stock accounts under the Management Incentive Plan. In addition, the amount shown includes 338,453 shares of Common Stock that were held |
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Family Relationships
F. Quinn Stepan, Jr. is the son of F. Quinn Stepan.
SECURITY OWNERSHIP
Security Ownership of Certain Beneficial Owners
As of February 27, 2015, the following persons were the only persons known to the Company to beneficially own more than five percent of the Company’s Common Stock:
Name and Address |
| Number of Shares of Common Stock Beneficially Owned |
| Percentage of Outstanding Shares of Common Stock |
BlackRock, Inc. (1) |
| 1,656,828 |
| 7.4% |
F. Quinn Stepan (2) |
| 1,614,005 |
| 7.2% |
The Vanguard Group, Inc. (3) |
| 1,382,647 |
| 6.2% |
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Security Ownership of Management
The following table sets forth, as of the close of business on February 27, 2015, the security ownership of each Executive Officer listed in the Summary Compensation Table in this proxy statement, each Director and nominee for Director, and all Directors and Executive Officers as a group:
Name |
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Scott D. Beamer |
| 503,536 | (2) |
| 2.3% | ||
Scott R. Behrens |
| 16,970 | (3) |
| * | ||
Scott C. Mason |
| 37,243 | (4) |
| * | ||
John V. Venegoni |
| 27,359 | (5) |
| * | ||
F. Quinn Stepan |
| 1,614,005 | (6) |
| 7.2% | ||
F. Quinn Stepan, Jr. |
| 1,334,714 | (7) |
| 6.0% | ||
Michael R. Boyce |
| 8,760 | (8) |
| * | ||
Randall S. Dearth |
| 5,019 | (9) |
| * | ||
Joaquin Delgado |
| 4,688 |
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| * | ||
Gregory E. Lawton |
| 20,757 | (10) |
| * | ||
Edward J. Wehmer |
| 19,779 | (11) |
| * | ||
All Directors and Executive Officers (12) |
| 3,261,841 |
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| 14.6% |
* Less than one percent of outstanding shares of Common Stock.
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Equity Compensation Plan Information
The following table provides information as of December 31, 2014,2017, about the Company’s securities that may be issued under the Company’s existing equity compensation plans, all of which have been approved by the stockholders:
Plan Category |
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| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
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| Weighted-average exercise |
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| Number of securities remaining available for |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
| Weighted-average exercise price of outstanding options, warrants and rights |
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
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Equity compensation plans approved by security holders | Equity compensation plans approved by security holders |
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| 480,736 |
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| $34.35 |
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| 2,246,178(1) |
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| 869,013 (1) |
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| $54.97 |
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| 945,161 |
Equity compensation plans not approved by security holders | Equity compensation plans not approved by security holders |
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| — |
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| — |
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| — |
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| — |
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| — |
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Total | Total |
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| 480,736 |
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| $34.35 |
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| 2,246,178 |
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| 869,013 |
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| $54.97 |
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| 945,161 |
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(1)Includes unvested stock awards as awarded by the Compensation and Development Committee of the Board of Directors. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder require the Company’s Executive Officers, and Directors, and persons who own more than 10ten percent of the Common Stock, to file reports of beneficial ownership and changes in beneficial ownership of Common Stock with the SEC. Based solely upon a review of such reports filed with the SEC and written representations from certain reporting persons, the Company believes that all such required reports have been timely filed.filed, other than a report due by Mr. Scott Behrens reporting shares acquired under a Company compensation plan as the result of performance shares vesting on February 21, 2017, which form was inadvertently filed late due to administrative error.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures for Approving Related Person Transactions
The Company has adopted a written policy entitled “Stepan Company Related Party TransactionsTransaction Policy and Procedures” whichProcedures.” The policy was initially approved by the Audit Committee of the Board of Directors in February 2007, and has been annually reviewed by the Audit Committee at each subsequent February meeting and was last amended in February 2014April 2017 (“Related Party TransactionsTransaction Policy”). This policy applies to material transactions (“Related Party Transactions”) involving the Company and a Related Party, which is defined as a person or entity who is a Company executive officer, Director, or nominee for election as a Director, or a beneficial owner of 5%five percent or more of the Company’s stock,Common Stock, or an immediate family member of these persons.persons, or any entity for which any of the foregoing persons is an executive officer, general partner, managing member, principal or greater than five percent beneficial owner. The Related Party TransactionsTransaction Policy states that the Company will enter into or ratifyconsummate a Related Party TransactionsTransaction only when the Board of Directors, acting through the Audit Committee or as otherwiseapproves the transaction after considering the factors set forth in the Related Party Transactions Policy, approves theTransaction Policy. If advance Audit Committee approval of a Related Party Transaction after determining that it is in, or is not inconsistent with,feasible, then the best interestsCompany may preliminarily enter into the transaction upon prior approval by the Chairman of the Company and its stockholders. The Audit Committee, will reviewsubject to ratification of the material facts of all Related Party Transactions pursuant totransaction by the Related Party Transactions Policy, as discussed below, in order to make such determination and to decide whether to approve or disapprove such Related Party Transaction.Audit Committee at its next regularly scheduled meeting. No Director may participate in any discussion involving the approval of a Related Party Transaction for which he or she is a Related Party, except that the Director must provide any material information concerning the Related Party Transaction requested by the Audit Committee.Party.
As set forth in the Related Party Transactions Policy, the Audit Committee has reviewed and approved certain types of Related Party Transactions and determined that the following types of Related Party Transactions will be generally deemed to be pre-approved under the terms of the Related Party Transactions Policy without further review by the Audit Committee: employment of executive officers; director compensation/reimbursement; transactions where all employees or stockholders receive proportional benefits; transactions with another company at which a Related Party’s only relationship is as an employee (other than as an executive officer) or director of that company or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues; and certain Company contributions to charitable or non-profit organizations if the Related Party’s only relationship is as an employee (other than as an executive officer) or a director or acting in a similar capacity at that organization, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that organization’s total annual receipts. In addition, the Board of Directors has delegated to the Audit Committee Chairman the authority to approve or ratify any Related Party Transaction with a Related Party in which the aggregate amount involved is expected to be less than $120,000. All other Related Party Transactions must be approved by the Audit Committee pursuant to the procedures discussed below.
At each calendar year’s first regularly scheduled Audit Committee meeting, the Company’s management submits for the Audit Committee’s consideration any proposed Related Party Transaction during that calendar year, including the proposed aggregate value of such transaction, as applicable. After the first calendar year meeting, any additional proposed Related Party Transactions must be submitted to the Audit Committee for approval. If the Audit Committee determines that a proposed transaction exceeds $120,000 and is a Related Party Transaction that requires review and approval by the Audit Committee, the proposed Related Party Transaction and relevant factors are reviewed by the Audit Committee. RelevantThe factors considered by the Audit Committee in its evaluation of a Related Party Transaction include the Related Party’s relationship to the Companyrelevant facts and the Related Party’s interest in the transaction; the material factscircumstances of the proposed Related Party Transaction, including the proposed aggregate value of the transaction; the benefits to the Company of the proposed Related Party Transaction; if applicable, the availability of other sources of comparable products or services; and an assessment of whether the terms of the proposed Related Party Transaction areis on terms comparable to the terms available tothose that could be obtained in arm’s-length dealings with an unrelated third party, or to employees generally, as applicable. For ongoing transactions, the Audit Committee takes into considerationextent of the related party’s interest in the transaction and the conflicts of interest and corporate opportunity provisions of the Company’s contractual obligations under the transactions and, based on all available relevant facts and circumstances, determines if the Related Party Transaction remains in the best interestsCode of the Company and its stockholders. After review, the Audit Committee approves or disapproves such transactions and at each subsequently scheduled meeting, the Company updates the Audit Committee as to any material change to those transactions.Conduct.
In the event the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of a Related Party Transaction that has not been previously approved or ratified pursuant to the Related Party Transactions Policy pursuant to the above procedures, if the transaction is pending, it is submitted to the Audit Committee promptly for its review based on the factors above. Based on its conclusions, the Audit Committee evaluates all options, including ratification, amendment or termination of the Related Party Transaction. If the transaction is ongoing or has been completed, the Audit Committee evaluates the transaction, taking into account the same factors described above, to determine if rescission of the transaction is appropriate and requests that the General Counsel evaluate the Company’s controls and procedures to determine why the transaction was not submitted to the Audit Committee for prior approval pursuant to the Related Party Transactions Policy and whether any changes to these procedures are recommended.
Transactions with Related Persons, Promoters and Certain Control Persons
Mr. Richard Stepan, (sonson of F. Quinn Stepan and brother of F. Quinn Stepan, Jr.), is a current Company employee at the Company’s Northfield, Illinois offices. Mr. Richard Stepan is neither aan officer of the Company officer nor a Director or nominee for Director. As an employee of the Company, Mr. Richard Stepan receives a base salary, short-term and long-term incentive compensation as appropriate for his position and other regular and customary employee benefits generally available to all Company employees. With respectemployees, and is eligible for other limited perquisites available to fiscal 2014,employees at his level within the organization. For 2017, Mr. Richard Stepan was paid a base salary of $156,195$185,479, short-term incentive compensation of $60,389 and long-term incentive compensation awards of stock options, SARs and performance shares with a target value of $55,000. Mr. Richard Stepan also participated in other regular and customary employee benefit programs generally available to all Company employees. In addition,The Audit Committee approved the Company’s employment of Mr. Richard Stepan pursuant to the Stepan Company 2011 Incentive Compensation Plan, a $55,000 long-term incentive award of stock options, stock appreciation rights and performance shares was granted to Mr. Richard Stepan in February 2015. Pursuant to the Company’s Related Party TransactionsTransaction Policy the Audit Committee has reviewed this transaction and has determined that it is in the best interests of the Company and its stockholders to permit the Company to continue to employ Mr. Richard Stepan. Accordingly, the Audit Committee has approved this transaction under the Related Party Transactions Policy pursuant to the procedures described above.
Mr. John V. Venegoni is a former executive officer of the Company who retired from the Company in September 2014. On September 5, 2014, Mr. Venegoni and the Company entered into a Consulting Agreement wherein Mr. Venegoni agreed to provide certain consulting services on special projects for the Company. The Consulting Agreement provides that Mr. Venegoni will be paid a base fee of $60,000 for the consulting services and an additional success fee of up to $60,000 if certain strategic objectives are achieved. Mr. Venegoni is also entitled to reimbursement of reasonable out-of-pocket expenses incurred by him in connection with providing the consulting services. The Company did not pay any fees to Mr. Venegoni during fiscal 2014. As of February 2015, the Company has paid Mr. Venegoni $70,000 for his consulting services. Pursuant to the Company’s Related Party Transactions Policy, the Audit Committee has reviewed this transaction and has determined that it is in the best interests of the Company and its stockholders to permit the Company to continue to retain Mr. Venegoni as provided in the Consulting Agreement. Accordingly, the Audit Committee has approved this transaction under the Related Party Transactions Policy pursuant to the procedures described above.
Mr. Robert J. Wood is a former executive officer of the Company who retired from the Company in April 2014. Mr. Wood is a managing member of J6 Polymers, LLC which is a business wholly-owned and operated by members of Mr. Wood’s immediate family. On January 20, 2015, the Company completed the sale of certain assets of its specialty polyurethane systems business to J6 Polymers, LLC for approximately $3.2 million. The sale to J6 Polymers, LLC was for cash and included inventory as well as customer and supplier lists, formulations, manufacturing procedures and all other intellectual property associated with the manufacturing and selling of the products sold. Prior to the sale, these products were produced by the Company and third-party toll manufacturers on the Company’s behalf. The products manufactured by the Company will continue to be produced for J6 Polymers, LLC during a transition period. Pursuant to the Company’s Related Party Transactions Policy, the Audit Committee has reviewed this transaction and has determined that it is in the best interests of the Company and its stockholders to permit the Company to enter into this transaction with J6 Polymers, LLC. Accordingly, the Audit Committee has approved this transaction under the Related Party Transactions Policy pursuant to the procedures described above.
Corporate Governance Principles and Board Matters
Corporate Governance Guidelines and Code of Conduct
The Company is committed to having sound corporate governance principles and has adopted Corporate Governance Guidelines and a Code of Conduct to maintain those principles. The Company’s Code of Conduct applies to all of the Company’s officers, directorsDirectors and employees, including the Company’s Chairman and Chief Executive Officer and Chief Financial Officer. The Company’s Corporate Governance Guidelines and Code of Conduct are available at http://www.stepan.com, under “Investor Relations – Relations—Corporate Governance.” Stockholders may also request a free printed copycopies of the Company’s Corporate Governance Guidelines and Code of Conduct by contacting the Company’s Secretary at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093.
Board Committees
The Board of Directors has athree standing committees: the Audit Committee, the Compensation and Development Committee, and the Nominating and Corporate Governance Committee. All three committees areCommittee, each composed entirely of independent directors in accordance with the rulesDirectors. The charter of each committee is available at http://www.stepan.com under “Investor Relations—Corporate Governance.”
Audit Committee
The primary functions of the New York Stock Exchange and as described below under “Director Independence.”
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The Audit Committee held eight meetingsare to (a) assist the Board of Directors in 2014.fulfilling its oversight responsibilities to stockholders, the investment community and creditors in relation to (i) the quality and integrity of the Company’s financial statements, (ii) the adequacy of the Company’s internal control over financial reporting, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the registered public accounting firm’s qualifications and independence and (v) the performance of the independent auditors and the Company’s internal audit function and (b) prepare the Audit Committee report included in each proxy statement. The responsibilities of the Audit Committee include annual selection and engagement of the Company’s independent registered public accounting firm, meeting with the Company’s independent registered public accounting firm before the year-end audit to review of the proposed fees and scope of work of the independent registered public accounting firm’s year-end audit, meetingreview with the Company’s independent registered public accounting firm at the completion of the year-end audit to review the results of the year-end audits of the Company’s financial statements and internal control over financial reporting, meetingreview of the Company’s financial statements with the Company’s independent registered public accounting firm prior to the Company’s filing of each quarterly report on Form 10-Q and the annual report on Form 10-K, review of findings reported by the independent registered public accounting firm’s communication setting forth findings and suggestions regardingCompany’s internal controls, financial policies and proceduresaudit department and management’s response to that communication,responses, review of the internal audit program of the Company review of unusual or significant financial transactions,and review and approval or disapproval of Related Party Transactions pursuant to the Company’s Related Party Transactions Policy, and preparation of anTransaction Policy. The Audit Committee report as required by the SEC to be includedheld four meetings in this proxy statement.2017.
The members of the Audit Committee in 20142017 were Messrs.Mr. Boyce, Mr. Dearth, Dr. Delgado, Mr. Lawton, Ms. Reed and Mr. Wehmer (Chairman), all of whom are financially literate and are independent directorsDirectors in accordance with the rules of the New York Stock Exchange and the SEC and as described below under “Director Independence.” The Board of Directors has determined that Mr. Wehmer is qualified as an Audit Committeeaudit committee financial expert within the meaning of SEC regulations. In addition, the Board of Directors has determined that Mr. Wehmer has accounting
Compensation and related financial management expertise within the meaningDevelopment Committee
The primary functions of the rules of the New York Stock Exchange. None of the Audit Committee members serve on the audit committee of more than two public companies.
The report of the Audit Committee is included in this proxy statement. The charter of the Audit Committee is available at http://www.stepan.com, under “Investor Relations – Corporate Governance.” Stockholders may also request a free printed copy of the charter by contacting the Company’s Secretary at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093.
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The Compensation and Development Committee held four meetings in 2014.are to (a) establish and administer the Company’s policies, programs and procedures for compensating its executive management and (b) provide advice and counsel to the Company regarding executive development and succession planning. The responsibilities of the Compensation and Development Committee include reviewing and if appropriate, adjustingsetting or recommending the salariescompensation of the Company’s executive officers, of the Company annually, approving all managementrecommending and administering cash-based and equity-based incentive awards, approving proposed grants of stock awards, providing advice to the Company regarding executive developmentcompensation plans, reviewing and succession planning, approvingrecommending Director compensation, reviewing and recommending the Company’s Compensation Discussion and Analysis included in each proxy statement, and preparing the Compensation and Development Committee Report as required by the SEC to be included in thiseach proxy statement. The Compensation and Development Committee held three meetings in 2017.
The members of the Compensation and Development Committee in 20142017 were Messrs.Mr. Boyce, Mr. Dearth, Dr. Delgado, Mr. Lawton (Chairman), Ms. Reed and Mr. Wehmer, all of whom are independent directorsDirectors in accordance with the rules of the New York Stock Exchange and the SEC and as described below under “Director Independence.”
Nominating and Corporate Governance Committee
The primary functions of the Nominating and Corporate Governance Committee are to (a) identify individuals qualified to become board members and recommend the Director nominees for election at each annual meeting of stockholders, (b) develop and recommend the Company’s Corporate Governance Guidelines, (c) oversee the evaluation of the Board of Directors and (d) recommend the members for each Board committee. In addition, the responsibilities of the Nominating and Corporate Governance Committee include making recommendations to the Board on corporate governance matters and the Board’s structure. The Nominating and Corporate Governance Committee held four meetings in 2017.
The members of the Nominating and Corporate Governance Committee in 2017 were Mr. Boyce (Chairman), Mr. Dearth, Dr. Delgado, Mr. Lawton, Ms. Reed and Mr. Wehmer, all of whom are independent Directors in accordance with the rules of the New York Stock Exchange and as described below under “Director Independence.” Both
In 2017, the Compensation Discussion and Analysis and the Compensation and Development Committee Report are included in this proxy statement. The charter of the Compensation and Development Committee is available at http://www.stepan.com, under “Investor Relations – Corporate Governance.” Stockholders may also request a free printed copy of the charter by contacting the Company’s Secretary at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093.
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The Nominating and Corporate Governance Committee held three meetings in 2014. The responsibilitiesformed a subcommittee, consisting of Mr. Boyce (Chairman), Mr. Dearth, Dr. Delgado and Ms. Reed, to oversee certain matters on behalf of the Nominating and Corporate Governance Committee include assistingCommittee. This subcommittee held four meetings in 2017.
Board Performance Evaluations
Annually, each Director completes an evaluation of the full Board of Directors by identifying individuals qualified to become board members and recommendingof each standing committee on which the Director serves. An independent third-party advisor compiles the results of the assessments and provides the results to the Board of Directors the Director nominees for election to the Board of Directors, developing and recommending to the Board of Directors the guidelines for corporate governance applicable to the Company, leading the Board of Directors in its annual review of the Board of Directors’ performance, and recommending the members for each Board committee.
The membersChairman of the Nominating and Corporate Governance Committee, in 2014 were Messrs. Boyce (Chairman), Dearth, Delgado, Lawtonwho presents the results to that Committee and Wehmer, all of whom are independent directors in accordance with the rules of the New York Stock Exchange and as described below under “Director Independence.” The charter of the Nominating and Corporate Governance Committee is available at http://www.stepan.com, under “Investor Relations – Corporate Governance.” Stockholders may also request a free printed copy of the charter by contacting the Company’s Secretary at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093.
The Nominating and Corporate Governance Committee annually reports an assessment of the Board of Directors’ performance to the Board of Directors. The ChairmanBoard of the Nominating and Corporate Governance CommitteeDirectors initially discusses the assessment results with the Chairman and Chief Executive Officer in attendance, and if desired by any Director, the assessmentsassessment results are also discussed at Executive Sessions of the non-management Directors. This assessment evaluates the Board of Directors’ contribution as a whole to the Company in its entirety and reviews areas in which the Board of Directors and/or management believebelieves a stronger contribution could be made. The Nominating and Corporate Governance Committee is also responsible for evaluating the performance of current members of the Board of Directors at the time they are considered for re-nomination to the Board of Directors.
Board Meetings and Attendance
During 2014, there were five regular meetings of2017, the Board of Directors.Directors held five meetings. During 2014,2017, all of the Directors, except for Dr. Delgado, attended greater than 75 percent75% of the total number of meetings of the Board of Directors and the meetings of committees or subcommittees of the Board of Directors of which each Director was a member. Dr. Delgado attended 65% of such meetings. While all Directors are encouraged to attend, the Company does not have a formal policy requiring attendance at the Company’s Annual Meeting of Stockholders. All Directors attended the 20142017 Annual Meeting of Stockholders and are currently expected to attend the 20152018 Annual Meeting of Stockholders.
Director Nomination Process
It is the policy of the Nominating and Corporate Governance Committee to consider candidates recommended by stockholders for membership on the Board of Directors. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors to address the membership criteria. Any stockholder recommendations proposed for consideration by the Nominating and Corporate Governance Committee must comply with the requirements set forth in the Company’s By-laws. Among other things, a stockholder must give written notice containing the information required by the Company’s By-laws to the Secretary of the Company at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093. The deadline to submit a director recommendation for the 2016 Annual Meeting of Stockholders is set forth in the “2016 Stockholder Proposals” section below. The Secretary delivers all correspondence to the Nominating and Corporate Governance Committee Chairman without first screening the correspondence.
The Corporate Governance Guidelines contain the Board of Directors’Directors membership criteria that apply to nominees recommended by the Nominating and Corporate Governance Committee for a position on the Board of Directors. Under these criteria, members of the Board of Directors should possess qualities that include strength of character, an inquiring and independent mind, practical wisdom and mature judgment. In addition to these qualities, Director nominees should also possess recognized achievement, an ability to contribute to some aspect of the Company’s business, and the willingness to make the commitment of time and effort required of a Director. The Nominating and Corporate Governance Committee’s process for identifying and evaluating Director nominees includes recommendations by stockholders, non-management Directors and executive officers, a review and background check of specific candidates, an assessment of the candidate’s independence under the directorDirector independence standards described below, and interviews of Director candidates by the Nominating and Corporate Governance Committee.
It is the policy of the Nominating and Corporate Governance Committee to consider candidates recommended by stockholders for membership on the Board of Directors. The Nominating and Corporate Governance Committee’s evaluation of a nominee recommended by a stockholder would consider the general criteria and required information previously described in this section, and any other factors the Nominating and Corporate Governance Committee deems relevant.
Messrs. Dearth and Lawton are current Directors who were previously elected by the stockholders. The terms Any stockholder recommendations proposed for Messrs. Dearth and Lawton expire in 2015. The nominations of Messrs. Dearth and Lawton to stand for election for a three-year term at the 2015 Annual Meeting of Stockholders have each been reviewed and approvedconsideration by the Nominating and Corporate Governance Committee must comply with the requirements set forth in the Company’s By-laws. Among other things, a stockholder must give written notice containing the information required by the Company’s By-laws to the Secretary of the Company at Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093. The deadline to submit a Director recommendation for the Board2019 Annual Meeting of Directors.Stockholders is set forth in the “2019 Stockholder Proposals” section below.
Board Diversity
The Board of Directors does not have a formal policy with respect to diversity. However, in identifying Director nominees, the Nominating and Corporate Governance Committee and the Board of Directors consider a broad definition of diversity, including but not limited to, diversity of professional, experience, educationtechnical, operational, international and skills. For example, the Nominating and Corporate Governance Committee and the Board of Directors have considered operational experience, international experience, technical experience, financial experience, skills and characteristics. The Board has also considered experience related to the Company’s current product linesbusiness and industries.industry. If the Nominating and Corporate Governance Committee utilizes an outside search firm to identify Director nominees, it instructs the search firm to consider broadly-defined diversity in identifying potential nominees.
Director Independence
For purposes of determining directorDirector independence, the Company has adopted the following standards in compliance withuses the New York Stock Exchange director independence standards as currently in effect.standards. No Director qualifies as “independent” unless the Board of Directors affirmatively determines that the Director has no
material relationship with the Company or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries)Company). In addition, a Director is not independent if:
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The Director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;
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The Director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
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(A) The Director is a current partner or employee of a firm that is the Company’s internal auditor or independent registered public accounting firm; (B) the Director has an immediate family member who is a current partner of such a firm; (C) the Director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) the Director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;
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The Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or
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The Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.
Under the New York Stock Exchange rules and the Company’s Corporate Governance Guidelines, at least a majority of the Company’s Directors and each member of the Audit Committee, Compensation and Development Committee, and Nominating and Corporate Governance Committee must meet the independence standards set forth above. The Board of Directors has determined that each of Messrs. Michael R.Mr. Boyce, Randall S.Mr. Dearth, JoaquinDr. Delgado, Gregory E.Mr. Lawton, Ms. Reed and Edward J.Mr. Wehmer has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent under the standards set forth above. In addition, the Board of Directors has determined that each member of the Audit Committee and each membermembers of the Compensation and Development Committee meetsstanding committees satisfies the Company’s independence standards, including the additional independence standards and financial literacy requirements required for audit committee members and compensation committee members, as applicable, established by SEC rules and regulations and the New York Stock Exchange rules.
In making independence determinations, the Nominating and Corporate Governance Committee, with assistance from the Company’s legal counsel, evaluated responses to a questionnaire completed annually by each Director regarding relationships and possible conflicts of interest between each Director, the Company and management. In its review of Director independence, the Nominating and Corporate Governance Committee considered the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any Director may have with the Company or management. In addition, the Nominating and Corporate Governance Committee considered any relationships between the Company and entities for which any Director serves as management or a member of the board of directors. The Nominating and Corporate Governance Committee recommended, and the Board of Directors approved, that the six Directors named above be considered independent.
Mr. F. Quinn Stepan and Mr. F. Quinn Stepan, Jr. are not deemed independent under the rules of the New York Stock Exchange sincebecause Mr. F. Quinn Stepan has servedwas employed by the Company as its Chairman until December 2016, and Mr. Stepan, Jr. serves as the Chairman of the Company since November 1984 and Mr. F. Quinn Stepan, Jr. has served as the President and Chief Executive Officer of the Company since January 2006.Company.
Board Leadership Structure
The Board of Directors regularly reviews its leadership structure in light of the Company’s then currentthen-current needs, trends, internal assessments of Board effectiveness, and other factors. The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board asbecause the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. At this time,
Currently, the Board believes the interests of the Company separates theand its stockholders are best served through a leadership model with a combined Chairman and Chief Executive Officer position and a Lead Independent Director. The current Chairman positions. The Company’sand Chief Executive Officer, is responsibleMr. Stepan, Jr., possesses extensive knowledge and understanding of the Company and its operations, strategic planning and industry, developed during his over 30-year career with the Company. The Board believes that Mr. Stepan, Jr.’s experience puts him in the best position to provide broad leadership for the Company’s day-to-day operations and strategic planning. In additionBoard as it works to chairingdeliver value to stockholders.
To aid the Board of Directors’ independent oversight of the Company and management, the Board elected Mr. Wehmer as Lead Independent Director in 2017 and re-elected him in February 2018. The Board believes that the election of the Lead
Independent Director enhances the Board’s commitment to maintaining strong corporate governance and provides effective independent Board leadership. Among other responsibilities, the Lead Independent Director presides at all Executive Sessions of the independent Directors, advises the Chairman provides strategic advice basedand Chief Executive Officer on his extensive industry experienceBoard meeting schedules, agendas and knowledgematerials, and serves as principal liaison between the independent Directors and the Chairman and Chief Executive Officer. In addition, the Lead Independent Director, in consultation with the chairmen of the Company’s operations. The BoardCompensation and Development Committee and the Nominating and Corporate Governance Committee, leads the process for the evaluation of Directors
believes that it benefits from the Chairman’s experienceChairman and expertise in the Company’s industry and business, as well as the Chief Executive Officer’s understanding of the Company’s ongoing operations.Officer.
While the Board of Directors does not have a Lead Director,In addition, the independent directorsDirectors regularly meet in Executive Sessions without the Chairman, the Chief Executive Officernon-independent Directors or management present in accordance with the Company’s Corporate Governance Guidelines.
Director Qualifications
All Directors and nominees for Director possess strong executive leadership experience based on their individual experiencederived from their positions as executives of various corporations.companies. Certain individual qualifications and skills of each Director and nominee for Director that were considered in determining that such individual should serve as a member of the Board of Directors are described below:
Mr. Stepan, Jr. has served as follows:Chairman of the Company since January 2017 and as the President and Chief Executive Officer of the Company since January 2006. In his over 30-year career with the Company, Mr. Stepan, Jr. has served in a number of positions of increasing responsibility and in a variety of functions within the Company’s operations. Mr. Stepan, Jr.’s day-today strategic leadership provides the Board of Directors with extensive knowledge of the Company’s operations.
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Mr. Boyce is the former Chairman and Chief Executive Officer of PQ Corporation, a global specialty chemical and catalyst company. Mr. Boyce serves as the Chairman and Chief Executive Officer of Peak Investments, an operating and acquisition company. Mr. Boyce also serves as a director for AAR Corporation. Mr. Boyce provides the Board of Directors with global executive leadership in the chemical industry as well as expertise in strategic business matters.
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Mr. Dearth is the Chairman, President and Chief Executive Officer of Calgon Carbon Corporation, a global manufacturer of activated carbon and innovative treatment systems. Mr. Dearth also serves as a director for Calgon Carbon Corporation. Prior to joining Calgon Carbon Corporation, Mr. Dearth served as the President and Chief Executive Officer of LANXESS Corporation, a global chemicals manufacturer. Mr. Dearth provides the Board of Directors with global executive leadership in the chemical industry and a global perspective on European leadership, strategy and business conditions.
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Dr. Delgado is the Executive Vice President, Consumer Business Group of 3M Company, a global diversified technology company. Dr. Delgado has also held other executive leadership positions at 3M Company and holds a doctorate in polymer science and engineering. Dr. Delgado provides the Board of Directors with chemistry and innovation expertise and current global business, operational, manufacturing, marketing and corporate development experience.
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Mr. Lawton is the former President and Chief Executive Officer of JohnsonDiversey, Inc., a leading global provider of cleaning and hygiene solutions to the institutional and industrial marketplace. Mr. Lawton previously held various leadership roles at other companies and also serves as a director for General Cable Corporation and American Trim, LLC. Mr. Lawton provides the Board of Directors with global expertise and executive leadership from the consumer products industry, and extensive experience with employee development.
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Ms. Reed is the former Senior Vice President, General Counsel and Corporate Secretary of Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise, as well as the Senior Vice President, General Counsel and Secretary of Walgreen Co. Prior to joining Walgreens, Ms. Reed was the Executive Vice President of Human Resources, General Counsel and Secretary of Solo Cup Company. Ms. Reed also serves as a director for AngioDynamics, Inc. Ms. Reed provides the Board of Directors with global executive leadership in legal, corporate governance and strategic business matters, as well as extensive experience with risk management, compliance, acquisitions and employee development.
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Mr. Stepan served as Chairman of the Company from 1984 to 2016. In his over 50-year career with the Company, Mr. Stepan held numerous positions, including Chief Executive Officer. In addition, Mr. Stepan is a director of Fermi Research Alliance, LLC, a joint partnership of the University of Chicago and the Universities Research Association. Mr. Stepan’s experience as the Company’s former Chairman and Chief Executive Officer provides the Board of Directors with extensive knowledge of the Company’s history, operations and strategy.
Mr. Wehmer is President and Chief Executive Officer of Wintrust Financial Corporation, a financial services company. Mr. Wehmer is also a Certified Public Accountant and serves as a director for Wintrust Financial Corporation. Mr. Wehmer provides the Board of Directors with expertise in strategic, financial, banking and accounting matters. Mr. Wehmer also has extensive experience with acquisitions.
The Board of Directors takes an active role in overseeing the Company’s financial and non-financial risks. The Audit Committee, which is chaired by Mr. Wehmer, an Audit Committee financial expert, takes a lead role in overseeingleads the Board’s oversight of Company risks. The Audit Committee receives reports from the Company’s Director of Internal Audit, the Chief Financial Officer, and the General Counsel, all of whom are responsible for various aspects of the Company’s risk management. The Director of Internal Audit reports directly to the Audit Committee. The Audit Committee also meets with the Company’s external auditors separately from management.
The Compensation and Development Committee, which is chaired by Mr. Lawton, takes the lead role in overseeing the management of risks as they relate to the Company’s compensation policies and practices. For 2014,During 2017, the Compensation and
Development Committee reviewed these compensation policies and practices and did not identify any risks that are reasonably likely to have a material adverse effect on the Company.
Executive Sessions
Executive Sessions of non-managementindependent Directors are held at least two times per year. At least one of the Executive Sessions each year is limited to the Company’s independent Directors. Executive Sessions are generally held by the independent Directors after every regular Board of Directors meeting and after most Board committee meetings. The Executive Sessions after all regular Board of Directors meetings are scheduled and chaired by the Chairman of the Nominating and Corporate Governance Committee.Lead Independent Director. Any non-managementindependent Director can request that additional Executive Sessions be scheduled. In 2014,2017, four Executive Sessions without management were held by the independent Directors and chaired by Mr. Boyce.Wehmer in his capacity as Lead Independent Director. In addition, Executive Sessions without management were also held after mostmany Board committee meetings during 20142017 and were chaired by the respective chairmanchairmen of the Board committee.committees.
Communication with the Board
A stockholder may communicate with the Board of Directors by writing c/o Secretary’s Office, Stepan Company, Edens Expressway and Winnetka Road, Northfield, Illinois 60093. Mail addressed to a specific Director or Board committee will be delivered to that Director or Board committee. The Secretary delivers all correspondence without first screening the correspondence.
Compensation Committee Interlocks and Insider Participation
None.The members of the Company’s Compensation and Development Committee in 2017 were Mr. Boyce, Mr. Dearth, Dr. Delgado, Mr. Lawton (Chairman), Ms. Reed and Mr. Wehmer. None of the members of the Compensation and Development Committee during 2017 had at any time been an officer or employee of the Company nor had any member participated in a Related Party Transaction. In 2017, none of the Company’s executive officers served as a member of the compensation committee of another entity, or as a director of another entity, one of whose executive officers served on the Compensation and Development Committee or as one of the Company’s Directors.
Compensation Discussion and Analysis
Summary of Executive Compensation in 20142017
In 2014,2017, the Company and the Compensation and Development Committee of the Board of Directors (defined within this Compensation Discussion and Analysis section as the(the “Committee”) applied the compensation policies and principles described in this Compensation Discussion and Analysis in determining the compensation for the individuals named in the Summary Compensation Table. Those individuals are referred to herein as the named executive officers (“NEOs”). Specifically:The NEOs for 2017 were:
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| Title |
F. Quinn Stepan, Jr. | Chairman, President and | |
Scott D. Beamer(1) | Former Vice President and Chief Financial Officer | |
Scott R. Behrens | Vice President and General Manager – Surfactants | |
Jennifer Ansbro Hale | Vice President, General Counsel, Chief Compliance Officer and Secretary | |
Arthur W. Mergner(2) | Vice President – Supply Chain | |
Scott C. Mason(2) | Former Vice President – Supply Chain | |
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| Mr. Beamer served as the Company’s Vice President and |
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| Mr. Mason served as the Company’s |
Significant Achievements and Developments in 2017
Record Company Performance
(1) | In 2017, the Company achieved record net income of $91.6 million compared to $86.2 million net income in 2016, and adjusted net income of $108.7 million versus $98.2 million in 2016, a 11% increase.1 |
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| Reported Surfactant operating income was a record $120.0 million, up from $99.8 million in 2016. |
(3) | The Company’s internal and global operating efficiency program, DRIVE, delivered $24.6 million in cash savings in 2017 along with a $27.6 million improvement in working capital. |
Key Developments Impacting Executive Compensation
(1) | The Company’s advisory Say-on-Pay vote was supported by over 96% of |
(2) | After considering all components of the total compensation paid to the NEOs in |
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Executive Compensation Best Practices the Company Follows
What We Do
| What We Don’t Do |
✔Pay for |
| ✔Align ✔Require Significant Executive Stock Ownership ✔Limit Performance-Based Incentive Awards to a Maximum of ✔Provide Limited Executive Perquisites ✔Subject Incentive Compensation to a Clawback Policy, Effective in 2018 | ✘No Grants of Discounted Stock Options or Stock Appreciation Rights ✘No Repricing or Replacing Outstanding Stock Options or Stock Appreciation Rights Without Stockholder Approval ✘No Employment Agreements ✘No Individual Severance or Change-in-Control Agreements ✘No Use of Excise Tax Gross-Ups ✘No Dividend Payments on Unearned Performance Shares |
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What We Don’t Do
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Significant Executive Compensation Developments
The Company’s significant executive compensation developments are as follows:
(1) No NEO or executive officer will receive a short-term annual incentive bonus based upon 2014 Corporate Financial Performance Results. 2014 Corporate Net Income did not reach the level of $60 million, which was the minimum required amount for annual bonuses to be paid to any executive officer, including all NEOs.
(2) For the first time, the Committee engaged an external executive compensation consultant, Exequity LLC (“Exequity”), in the third quarter of 2014. The role of this compensation consultant is described in the “Role of the Compensation Consultant” section below.
(3) The Company is requesting stockholder approval of the Management Incentive Plan (As Amended and Restated Effective January 1, 2015). It is a requirement under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”) to request stockholder approval of Company management incentive plans at least every five years in order to provide the Company with the ability to potentially preserve the tax deductibility of annual cash incentive awards paid to eligible executive officers. In addition, stockholder approval of this plan allows stockholders the opportunity to review the details of the plan and its design. This is necessary in order for stockholders to confirm that the plan is competitive and that it provides an appropriate award level for NEOs and executive officers based upon achievement of outstanding Company results which will benefit all stockholders.
(4) Some changes have been made to the short-term incentive/annual incentive bonus plan for NEOs and executive officers beginning in 2015. Return on Invested Capital (“ROIC”) is being removed as a short-term Corporate financial performance objective since it is more aligned with measuring long-term results. Corporate Financial Performance Results will be measured by Corporate Net Income (with a 90% weighting) and Free Cash Flow (with a 10% weighting). This measurement places an appropriate weighting on Corporate Net Income as the primary driver of Company performance. In addition, subject to stockholder approval of the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2015), NEOs and executive officers will now be eligible to receive 200% of their earned bonus amount for results based on calendar year 2015 if the Company exceeds the maximum Corporate Net Income goal.
(5) Changes have also been made to the long-term incentive plan beginning with the 2015 grants. Any grants of stock appreciation rights (“SARs”) will be in the form of stock-settled SARs instead of cash-settled SARs. This change will potentially decrease the volatility of expense often associated with grants of cash-settled SARs. Performance share grants will continue to be measured over a three-year time period, however, awards will be linked to one-year Corporate Net Income targets that are adjusted, up or down, depending on ROIC results at the end of each three-year cycle. The Company believes these changes allow the primary focus to be on significant earnings growth while ensuring that key, long-term components of ROIC, such as exceeding the cost of capital, are also a priority.
(6) Two of the 2013 NEOs retired from the Company during 2014. Mr. Robert J. Wood, Vice President and General Manager - Polymers, retired in April 2014 and Mr. John V. Venegoni, Vice President and General Manager - Surfactants, retired in September 2014. Both of these NEOs were replaced by other long-tenured Company employees.
Compensation Philosophy
The basic premise of the Company’s executive compensation philosophy is to pay for performance.performance. The Company’s intention is to foster a performance-driven culture with competitive total compensation as a key driver for all employees. Compensation levels commensurate with Company performance align the interests of our employees with the interests of our stockholders.
The Company’s guiding philosophy in setting executive compensation is that the compensation of executive officers should reflect the scope of their job responsibilities and level of individual and corporate performance achieved.achieved. Executive compensation should be competitive internally as well asand externally towith like or comparable positions based on job descriptions and responsibilities at similarly sized companies within the Company’s industries, and Peer Group (as defined below) and other appropriate related industry benchmarksdata or survey information. The Company’s compensation philosophy is reviewed at least annually by the Committee.
The effectiveness of the executive compensation program is primarily measured by Company performance, stock price appreciation, the ability of the Company to attract and retain executive officers, and comparison against other relevant, external benchmarks as needed.
The Committee generally does not consider the impact of previously awarded compensation in determining current executive total compensation. The Committee does, however, use both aggregate generala chemical industry survey datapeer group as well as a chemical industry
peer group to benchmarkaggregate executive compensation survey data to annually assess executive compensation as described below under “Compensation Survey DataPeer Group and Peer GroupSurvey Data.” Except for the limits regarding incentive compensation as described below, the Committee does not use specific policies to allocate between cash and non-cash compensation or between short-term and long-term compensation.
Compensation Objectives
The overall objectives of the Company’s compensation programs (in which each NEO participates) are as follows:
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motivate employees to achieve and maintain a high level of performance, and drive results that will help the Company achieve its goals;
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align the interests of our employees with the interests of our stockholders;
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provide for market-competitive levels of compensation; and
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attract and retain employees of outstanding ability.
Role of the Compensation and Development Committee
The Committee is responsible for overseeing the establishment and administration of the Company’s policies, programs and procedures for compensating the Company’s executive management, as further described below. The Committee is also responsible for providing advice to the Company regarding executive development and succession planning. The Committee acts pursuant to a charter, which is available on the Company’s website at http://www.stepan.com, under “Investor Relations – Corporate Governance.”
Role of the Compensation Consultant
The Committee engaged Exequity LLP (“Exequity”) as its independent compensation consultant beginning in the third quarter of 2014.for 2017. Exequity providesadvises the Committee with advice on a broad range of executive compensation matters. The scope of Exequity’s services to the Committee includes, but is not limited to, the following:
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Providing the Committee with an assessment of the market competitiveness of the Company’s executive compensation.
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Apprising the Committee of executive compensation-related trends and developments in the marketplace.
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Informing the Committee of regulatory developments relating to executive compensation practices.
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Assisting the Committee with goal-setting, calibrating levels of pay to various levels of performance, and pay for performance alignment.
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Comparing Company executive compensation plan designs and practices to the marketplace.
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Recommending changes to the executive compensation program to maintain competitiveness and ensure consistency with business strategies, good governance practices and alignment with stockholder interests.
Exequity reports directly to the Committee. The Committee has assessed theExequity’s independence of Exequity pursuant to SEC rules and concludeddetermined that no conflict of interest exists that would prevent Exequity from independently representingadvising the Committee. Exequity reports directly to the Committee. The aggregate fees paid by the Committee for all services provided by Exequity did not exceed $120,000 for the year ended December 31, 2014. The Company does not engage Exequity forprovide any consulting work.other services to management or the Company.
Role of Executives in Establishing Compensation
The Committee determines the compensation of the Chairman and the Chief Executive Officer. The Chairman and Chief Executive Officer and the Vice President – Human Resources make recommendations to the Committee regarding compensation for all other executive officers, including the NEOs other than the Chairman and the Chief Executive Officer. The Committee then reviews these recommendations and approves the final compensation for these individuals.all executive officers. All recommendations made to the Committee and all determinations made by the Committee are based upon the Company’s policies and guidelines and other relevant factors outlined in the “Compensation Survey DataPeer Group and Peer GroupSurvey Data” and “Elements of Compensation” sections below.
Advisory Vote on Executive Compensation
The advisory vote in 20142017 was the fourthseventh consecutive year that the Company’s Say-on-Pay vote was supported by theits stockholders with the approval of approximately 90%more than 96% of those stockholders presentthe votes cast at the annual meeting of stockholders in person or by proxy.stockholders. The Committee acknowledges and values the feedback from the Company’s stockholders on the annual Say-on-Pay vote and believes that these results demonstrate stockholder support of the Company’s overall executive compensation approach, which is primarily designed as performance-based and aligned with stockholders’ interests.programs. As a result of the strong stockholder support for the 20142017 Say-on-Pay vote, the Committee determined that the Company’s compensation practices and processes did not require any significant modifications to achieve the desired results of the Company’s compensation program or to address stockholder concerns.
The Committee will continue to consider the outcome of these advisory votes when determining future executive compensation arrangements.
Compensation Survey Data and Peer Group Data
On an ongoing basis, the Committee and the Company utilize compensation survey data from a global compensation consultant, Mercer LLC (“Mercer”), when making base compensation decisions for Company executives. In addition, the Committee and Company also use short-term and long-term incentive survey data and total cash and direct compensation benchmark survey data from Mercer. The aggregate fees paid by the Company for all services provided by Mercer did not exceed $120,000 for the year ended December 31, 2014.Executive Pay Mix
The Company also compares itself to compensation information fromtargets a select group of peer companies. The Company reviews both the survey data and peer group information for total compensation includingmix where fixed pay, consisting of base salary, short-term incentives and long-term incentives, annually or otherwise periodically, as appropriate and as available. The Mercer survey data is less than half of the primary data source with the peer group data serving as a complement to the Mercer data.
The Company subscribes tototal compensation survey data supplied by Mercer for the purpose of comparing all separate elements of as well as the aggregate amounts for total compensation. For the executive officers, including the NEOs, the Company reviews compensation using the 2014 U.S. Mercer Benchmark Database (MBD) Survey. This survey is comprised of data from 3,080 organizations representing a variety of industries, sizes of companies and geographic areas. The Company utilizes survey data for the position or positions that most closely matches the job description of eachany NEO or executive officer position, and for the companies that are most closely aligned with characteristics of the Company, including comparable industry, comparable size (revenue and employees) and other measures of comparison as appropriate and available.
may earn in any given year. The Company also uses a chemical industry peer group of 14 companies (“Peer Group”) as an additional reference point for data regarding total compensation. The companies included in the Peer Group were selected because of their chemical industry affiliation and similarity to the Company in size and/or business. The following companies comprised the Peer Group used in reviewing and considering 2014 total compensation: Albemarle Corporation; A. Schulman, Inc.; Axiall Corporation (formerly Georgia Gulf Corporation); Cabot Corporation; Chemtura Corporation; Cytec Industries Inc.; Ferro Corporation; H.B. Fuller Company; Innospec Inc.; Kraton Performance Polymers, Inc.; NewMarket Corporation; OM Group, Inc.; PolyOne Corporation; and Sensient Technologies Corporation.
The Company performs periodic evaluations of the Peer Group in order to ensure the Company is comparing itself with companies who have a specialty chemicals focus, who are within a reasonable range of Company market capitalization size, who are members of the American Chemistry Council, which identify the Company in their industry peer groups and/or other related factors. Exequity reviewed the Peer Group in 2014 and will continue to monitor it going forward to discuss any recommended peer group updates as necessary with the Committee and Company. The Committee believes the current Peer Group remains an appropriate comparison group.
Based on a review of the Mercer and Peer Group survey data, the Company targets total compensation for executive officers to be in the median range (plus or minus 10% of the 50th percentile) of the survey data. All NEOs’ and executive officers’ total compensation amounts were within or below this median range and were within appropriate and reasonable levels as compared to the survey data considering experience level, time in position, global job grades and both external and internal equity evaluations.
The Company has a long-term target total compensationcombined mix of 40% base salary, 20%both short-term incentives and 40% long-term incentives for executive officers’ compensation. This target objective provides an appropriate mix of short-term and long-term rewards and incentivesofficer compensation is structured to encourage the necessary focus and motivation to achieve outstanding results on an ongoing basis, both in the short-termshort term and long-term.long term. In addition, the combined focus on both short-term and long-term objectives aligns Companyexecutive officers’ and stockholders’ interests. The allocation of compensation, emphasizing both short-term and long-term goals, is common market practice and appropriate in order to reduce the possibility of any material adverse effect on the Company due to the Company’s compensation policies and practices. Short-term incentives for executive officers are based on individual and Company performance. Long-term incentives for executive officers are based only on Company performance. This mix assumes above averageThe Company’s total compensation targets assume above-average Company performance and potential compensation can vary considerably if performance is eitherdepending on overall Company performance. The graphics below average or at a superior level. For 2014,illustrate the actual total compensationpay mix for theour Chairman and Chief Executive Officer and other NEOs in the Summary Compensation Table was 47.1% base salary, 0% short-term incentives and 52.9% long-term incentives.
(on an average basis) using target level of performance for all incentive awards.
Compensation Peer Group and Survey Data
To better understand the compensation practices of similar companies, the Committee reviews data gathered from a custom peer group (“Peer Group”) and general market survey data from Mercer LLC (“Mercer”). Information gathered from the Peer Group serves as the primary reference point for the Committee, with Mercer survey data used as a secondary reference.
The Peer Group consists of companies selected on the basis of chemical industry affiliation and size (e.g., total revenues and market capitalization). The following companies comprised the Peer Group that the Committee referenced when setting 2017 compensation:
Albemarle Corporation | Chemtura Corporation | Innospec Inc. | OMNOVA Solutions Inc. |
A. Schulman, Inc. | Ferro Corporation | Koppers Holdings, Inc. | PolyOne Corporation |
Axiall Corporation | H.B. Fuller Company | Kraton Corporation | Quaker Chemical Corporation |
Cabot Corporation | Innophos Holdings, Inc. | NewMarket Corporation | Sensient Technologies Corporation |
The Target Total Compensation Mix pie chart shown above is based on above-average Company performance. The 2014 Actual NEO Total Compensation Mix pie chart reflects underperformance byCommittee undertakes annual evaluations of the Peer Group in order to ensure the Company is comparing itself with companies that have the characteristics to appropriately match the Company. Exequity performed a review of the Company’s Peer Group in 2014July 2017 and, as a result of such review, the Committee removed Axiall Corporation, which resultedwas acquired in no short-term incentive bonus payment which, in turn, skewed the results significantly2016, from the Target Total Compensation Mix.Company’s Peer Group. The Committee and Exequity will continue to monitor the Peer Group going forward as appropriate.
When assessing the competitiveness of Company compensation programs, the Committee generally reviews median compensation levels in the Peer Group. The Committee generally references median total compensation for executive officers (plus or minus 15% of the 50th percentile), but the Committee retains discretion to determine appropriate compensation levels and the Company does not benchmark compensation. The Committee believes that all NEOs’ and executive officers’ total compensation amounts are within appropriate and reasonable levels as compared to the Peer Group data considering experience level, time in position, global job grades and both external and internal equity evaluations.
Elements of Compensation
For the fiscal year ended December 31, 2014,2017, the principal elements of compensation for the executive officers, including the NEOs, were as follows:
Compensation Element | ||
Purpose | Description | |
Base Salary | ||
To attract and retain employees of outstanding abilities | Fixed component of pay based on specific position salary ranges determined by job responsibilities, | |
Short-Term | ||
To drive improved year-over-year financial performance; to motivate, attract and retain employees; and to align | Variable, annual, at risk cash component of pay that rewards achievement of pre-determined Company and individual goals | |
Long-Term | ||
To promote retention of executives, to reward outstanding Company performance, | Variable, at risk, equity component of pay for eligible participants that rewards stockholder value creation over the long-term | |
Retirement Benefits | ||
To promote retention and to attract outstanding employees |
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Perquisites | ||
To attract and retain superior employees for key positions | Executives and key employees, including the NEOs, are eligible for a limited amount of perquisites which are provided to be market competitive | |
Other Benefits | ||
| Benefit programs that are available to all salaried employees |
Base Salary
The Company has established salary grades and ranges for all global employees, including all of the NEOs. The grades range from 3 to 19. Salary grades reflect the responsibility level of the position, i.e., positions with the greatesta greater level of responsibility have a higher salary grade up to the highest grade which is grade 19.grade. The salary range for each grade is primarily based on survey data to the 50th percentile (median).data. The salary grade structure enables the Company to ensure that pay among executives which is both market competitive and internally equitable. A complete list of salary grades is published annually to all management employees.
Beginning in 2015, in order to better align the Company’s job grade salary structure with Mercer methodology and survey data and to install a system the Company can implement globally, the Company made some changes in its job grade salary structure. The most notable change is that the Company will now use a range of grades from A to S, with S being the highest grade for any position in the Company (i.e., the Chief Executive Officer and the Chairman positions). Following Mercer methodology also has led the Company, in general, to make the grades wider and to have more space between midpoints of grades up through the grade structure. None of these changes result in significant modifications which are beyond updating and upgrading the Company’s prior job grade salary structure. In particular, none of the changes implemented in the base salary system lead to increased base salary for any NEO or executive officer of the Company.
The Committee, taking into consideration the performance of the Company, the Company’s compensation philosophy, the surveyPeer Group data, and the Company’s base salary grades, reviews and determines the Chairman’sChairman and the Chief Executive Officer’s base salariessalary on an annual basis. The Chairman and Chief Executive Officer and the Vice President – Human Resources make recommendations to the Committee regarding compensation for all other NEOs. The Committee has the discretion to approve such recommendations or revise the recommended amounts, higher or lower, based upon each specific executive officer’s individual performance. The Chairman and Chief Executive Officer’s base salary range is determined based on the same factors and criteria as those offor the other NEOs, executive officers and all salaried employees.
For 2018, the Committee made the following changes to the NEOs’ base salaries, effective as of March 1, 2018:
NEO |
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| Change |
| Rationale |
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F. Quinn Stepan, Jr., Chairman, President and Chief Executive Officer |
| $900,000 |
| $930,000 |
| +3.33% |
| Merit |
Scott D. Beamer, Former Vice President and Chief Financial Officer |
| $380,000 |
| N/A |
| N/A |
| N/A |
Scott R. Behrens, Vice President and General Manager – Surfactants |
| $375,000 |
| $400,000 |
| +6.67% |
| Merit |
Jennifer Ansbro Hale, Vice President, General Counsel, Chief Compliance Officer and Secretary |
| $342,000 |
| $355,000 |
| +3.80% |
| Merit |
Arthur W. Mergner, Vice President – Supply Chain |
| $380,000 |
| $400,000 |
| +5.26% |
| Merit |
Scott C. Mason, Former Vice President – Supply Chain |
| $380,000 |
| N/A |
| N/A |
| N/A |
Short-Term Incentive Compensation
The purpose of the Company’s short-term incentive compensation (annual bonus)program is to promote improved year-over-year financial performance; to motivate, attract and retain executive, managerial and key employees of outstanding ability; and to align participants’ interests directly with Company financial targets. The totaltarget amount of short-term incentive compensation for each NEO is expressed as a percentage of the executive’s or employee’s actual base salary earned each calendar year. Because senior managers have a greater ability to impact Company results, a significant percentage of their total target compensation is at-risk in the form of the annual bonus.at-risk.
The Chairman and Chief Executive Officer has the highest level of responsibility, and therefore, is eligible for the highest bonus percentage range as compared tohis target and maximum annual incentive percentages exceed the other NEOs. Under the terms of the Stepan Company Management Incentive Plan (As AmendedNEOs’ target and Restated Effective January 1, 2010), (the “Management Incentive Plan”), the maximum percentage of the NEOs’ and executive officers’ annual bonus is 150% of his or her annual base salary, up to a maximum dollar amount of $1,500,000. Subject to stockholder approval of the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2015), beginning in 2015, the maximum percentage of each NEO’s or executive officer’s annual bonus will be revised up to 200% of his or her annual base salary, up to a maximum dollar amount of $2,000,000. incentive percentages.
The following chart reflects the Target Bonus Range, as a percentage of annual base salary,Annual Incentive Award, Maximum Annual Incentive Award, and Annual Incentive Award Earned for each NEO for 2017 under the 2014 annual bonus:
terms of the Management Incentive Plan:
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NEO |
| Target Annual Incentive Award (% of Base Salary) |
| Maximum Annual Incentive Award (% of Base Salary) |
| Annual Incentive Award Earned (% of Base Salary) |
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F. Quinn Stepan, Jr., Chairman, President and Chief Executive Officer |
| 100% |
| 200% |
| 70.54% |
Scott D. Beamer, Former Vice President and Chief Financial Officer |
| 60% |
| 120% |
| 44.94% |
Scott R. Behrens, Vice President and General Manager – Surfactants |
| 60% |
| 120% |
| 50.38% |
Jennifer Ansbro Hale, Vice President, General Counsel, Chief Compliance Officer and Secretary |
| 60% |
| 120% |
| 41.76% |
Arthur W. Mergner, Vice President – Supply Chain |
| 60% |
| 120% |
| 25.63% |
Scott C. Mason, Former Vice President – Supply Chain(1) |
| 60% |
| 120% |
| 41.66% |
(1) | Mr. |
Within the Target Bonus RangesAnnual Incentive Award ranges shown above, each NEO’s annual bonusincentive payment is directly determined bybased on the Company’s overall financial performance (“Corporate Financial Performance Objectives”) and, for NEOs other than the Chairman and Chief Executive Officer, and the Chairman, the achievement of individual performance objectives (“Individual Performance Objectives”), as described below. Payouts against each objective are based on the relative level of achievement of the objective.
Achievement of Corporate Financial Performance Objectives (Corporate Net Income, Corporate Return on Invested Capital (“ROIC”) and Corporate Free Cash Flow) is based on measuring achievement towards categories of Threshold, Target and, in the case of Corporate Net Income only, Maximum. Corporate Net Income and Corporate ROIC are also used for long-term incentive compensation grants of performance shares and are discussed below in the “Long-Term Incentive Compensation” section. There is proration between levels of achievement. Achieving Threshold or below will result in no bonus payout. Reaching the Target would result in 100% bonus payout. The Maximum is only applicable to the Corporate Net Income achievement and is only triggered when Corporate Net Income exceeds the Target objective. However, the Committee reserves the right to exercise negative discretion should ROIC and Free Cash Flow performance fall significantly below Target. Additionally, the Committee reserves the right to include or exclude any acquisition or divestiture in exercising negative discretion. Acquisitions are not typically included in the year they occur unless they are part of the plan or budget for that year.
For 2014, all other NEO objectives were measured in the Threshold and Target categories as described above. Few, if any, NEOs, other executive officers or key executives achieve the Target or Maximum level for all of their objectives in any calendar year. The Maximum level is designed to incent exceptional corporate performance, in excess of the Target, to achieve a payout at that level.
The extent, if any, to which an incentive award will be payable to a Covered Employee (as defined below)an NEO will be based solely upon the degree of achievement of pre-established performance goals over the specified calendar year. (A Covered Employee is an executive, managerial or key employee of the Company, including subsidiaries, designated by the Committee prior to the grant of an award within the meaning of Section 162(m)(3) of the Code.) The Committee may, in its sole discretion, reduce
or eliminate the amount which would otherwise be payable to the NEO with respect to a calendar year. In addition, bonusannual incentive payments as a whole may be reduced, prorated, or eliminated entirely based on Company performance if the Company’s Corporate Net Income falls below certain pre-determined levels.2Similarly, in years when Company performance is exceptional and above the Target level, it is possible for NEOs to receive bonuses
annual incentive payments above Target, while in years when Company performance is below the Threshold level, no bonusannual incentive will be paid based upon Company performance.
As described above, allAll executive officers and other key Company executives have a Maximum level of achievement added above the Target level, which rewards exceptional Company performance. AsAny annual incentive earned in excess of the past, the Maximum objective was based solely on Corporate Net Income and was set by the Committee at $97.5 million. Any additional reward earnedexecutive’s target annual incentive is prorated between the Target and Maximum levels for the Corporate Net Income goal only. The upside potential for executive officers, including all NEOs, is an additional 50% of any individual’s earned bonus payout. If the Maximum is achieved or exceeded, the Chief Executive Officer is eligible for a maximum bonus of 150% of base salary (100% Target multiplied by 150%). The Chairman is eligible for a maximum bonus of 112.5% of base salary (75% Target multiplied by 150%), while the other NEOs are each eligible for a maximum bonus of 90% of base salary (60% Target multiplied by 150%), except for Mr. Behrens who is eligible for a maximum bonus of 72% of base salary (48% Target multiplied by 150%).
Subject to and upon stockholder approval of the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2015), all NEOs and executive officers will have a possible maximum payout of 200% of their respective bonus, increased from the current 150%. This change has been recommended by Exequity in order for the Company to be competitive in the marketplace in this area. With a 200% maximum payout of bonus, for 2015, the Chief Executive Officer would be eligible for a maximum bonus of 200% (100% target multiplied by 200%), the Chairman would be eligible for a maximum bonus of 150% (75% Target multiplied by 200%) and all other NEOs would be eligible for a maximum bonus of 120% (60% Target multiplied by 200%). The maximum payout can only occur when the Company Net Income maximum objective is achieved or exceeded, however, proration between payout of 100% to 200% occurs once Target is achieved.exceeded.
The Maximum level objective for Corporate Net Income is set at the same time all Corporate Financial Performance Objectives are approved and is designed to be very difficult to achieve, i.e., only a 10%-15% probability of achievement. This type of Maximum level objective is a common compensation practice, and the Company believes it is appropriate to use such an objective to attract and retain key Company employees who have the greatest impact on the Company results each year and to incent exceptional corporate performance which benefits all stockholders.
For 2014, the Company did not reach the Threshold level of the Corporate Net Income objective with an adjusted result of $54.7 million, as compared to the Threshold objective of $77.5 million, which resulted in no bonus achievement. In addition, the Company did not attain a required minimum amount of Corporate Net Income ($60 million) in order to pay any annual management incentive bonus to any NEOs or executive officers.
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The Committee establishes the Corporate Financial Performance Objectives at the beginning of each calendar year. In 2014,For 2017, the Committee established targets for the threetwo Corporate Financial Performance Objectives for all NEOs: Corporate Net Income ROIC and Corporate Free Cash Flow.Growth Goal.
In 2014,For 2017, the following performance levels were setestablished for eachthe Corporate Net Income objective:
Threshold | Target | Maximum | ||||
Corporate Net Income | $87.0 million | $113.0 million | $133.0 million |
The Corporate Growth Goal consisted of these objectives:specified sales volume growth goals for four categories of products and customers. Each of the four categories of products and customers had an assigned sales volume growth goal, with target increases over 2016 sales. The growth goals were based upon strategic growth priorities for the Company, and were designed to be difficult but achievable. Growth goals were established for the following categories: Rigid Polyols, CASE Polyols, Functional Surfactants and Tier 2 and Tier 3 Surfactants Customers.
For 2017, the following payout levels were established for the Corporate Growth Goal:
Objective |
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| Maximum |
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Corporate Net Income |
| $77.5 million |
| $90.0 million |
| $97.5 million | |
ROIC |
| 9.5% |
| 10.5% |
| Not Applicable | |
Corporate Free Cash Flow |
| ($10.0 million) |
| $10.0 million |
| Not Applicable |
0% Payout | 25% Payout | 50% Payout | 75% Payout | 100% Payout | ||||
Corporate Growth Goal | 0 of 4 | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 |
Each NEO’s annual bonusincentive objectives include these Corporate Financial Performance Objectives. For 2017, the allocation assigned to each of these performance objectives for NEOs was an 80% weighting for Corporate Net Income and a 20% weighting for the Corporate Growth Goal. Given their respective levelshis level of responsibility, both the annual incentive for the Chairman and Chief Executive Officer and the Chairman had their bonuseswas based entirely on these Corporate Financial Performance Objectives, although the bonus amount was subject to a reduction if the Corporatecertain corporate safety objectives (the “Corporate Safety ObjectivesObjectives”) were not achieved. All other NEOs each had at least 40% of their bonusannual incentive tied to these same Corporate Financial Performance Objectives, except for Mr. Behrens who, due to the level of his position prior to his promotion to Vice President and General Manager – Surfactants, had 25% of his bonus tied to these objectives. Mr. Behrens will have at least 40% of his bonus tied to these objectives for his 2015 bonus opportunity.
The following table shows the Company’s performance against the Corporate Net Income ROIC and Corporate Free Cash FlowGrowth Goal objectives in 2014:2017:
Objective | 2017 Results | 2017 Target | 2017 Payout Against Target | |||
Corporate Net Income | $108.9 million | $113.0 million | 88.2% | |||
Corporate Growth Goal | 1 of 4 | 4 of 4 | 25% |
Objective |
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| 2014 Results |
| 2014 Target |
| 2014 Payout Against Target |
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Corporate Net Income |
| $54.7 million |
| $90.0 million |
| 0% | |
ROIC |
| 6.60% |
| 10.5% |
| 0% | |
Corporate Free Cash Flow |
| ($35.3 million) |
| $10.0 million |
| 0% |
The 2014 results for all of these Corporate Financial Performance Objectives wereFor 2017, the Company did not only below Target levels, but were below Threshold levels for any payout whatsoever.
The 2015 bonus forachieve the Chief Executive Officer will be based on achievement of Corporate Net Income and Corporate Free Cash Flow financial performance objectives. The allocation assigned to eachTarget objective of these performance objectives for NEOs, other executive officers and other key employees will be$113.0 million, with a result of $108.9 million. While the Corporate Net Income (at 90% weighting) and Corporate Free Cash Flow (at 10% weighting)objective was not achieved at Target, the Company had record net income for 2017. The Company believes that to properly reflectbe a significant achievement which benefits all stockholders.
For 2017, the relative significanceCompany achieved 88.2% of each objective to overall Company performance and to appropriately reflect the Company’s growth strategy which places greater emphasis on Corporate Net Income. TheIncome target level and one of the four components of the Corporate Growth Goal. Prior to the start of 2017, the Committee approved the Chairman and Chief Executive Officer andOfficer’s recommendation that his 2017 annual incentive award would be reduced by up to 10% if the Chairman will continue to have a portionCompany did not achieve its Corporate Safety Objectives. The Company achieved 50% of their respective bonus reduced if the Corporate Safety Objectives are not achieved. At least 40% ofin 2017. As a result, the 2015 bonus for all other NEOsChairman and executive officers will be based on achievement of these same two financial performance objectives.Chief Executive Officer’s 2017 annual incentive award was reduced by 5%.
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2 | Corporate Net Income is a non-GAAP measure. See Appendix A for a definition. |
For executives other than the Chairman and Chief Executive Officer, and the Chairman theand Chief Executive Officer and the executive agree upon Individual Performance Objectives at the beginning of each calendar year. These Individual Performance Objectives may either be financial objectives for a particular business segment or organization, or achievement of certain financial, safety, service or other strategic objectives specific to their function and responsibility. For 2014,each business segment leader, the financial performance of the executive’s segment comprises a significant portion of the executive’s Individual Performance Objectives and the resultsObjectives. For example, for the other NEOs resulted in no payout of any bonuses due to the fact that the Company did not achieve the minimum Corporate Net Income results of at least $60 million for 2014.
While no bonuses were awarded to any NEO or executive officer for any 2014 performance as a result2017, global surfactant operating income comprised 40% of the Company not achievingshort-term incentive compensation objectives for Mr. Behrens, the minimum Corporate Net Income amount of $60 million required to make bonus payouts, the following 2014 Performance Objectives were assigned to the NEOs with the accompanying results as indicated:
Scott D. Beamer
Vice President and Chief Financial Officer
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John V. Venegoni
Company’s Vice President and General Manager – Surfactants, (January 1, 2014 to September 5, 2014)
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Scott R. Behrens
and global polymer operating income comprised 40% of the short-term incentive compensation objectives for Mr. Mergner, who served as the Company’s Vice President and General Manager – Surfactants (September 5, 2014Polymers until he transitioned to December 31, 2014)the role of Vice President – Supply Chain in August 2017.
For 2017, the Corporate Financial Performance Objectives and Individual Performance Objectives weightings and results for the NEOs other than the Chairman and Chief Executive Officer were as follows:
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| Corporate Financial Performance Objectives |
| DRIVE Initiatives(1) |
| Safety Objectives(2) |
| Individual Objectives(3) | ||||||||
NEO | Weight |
| Payout |
| Weight |
| Payout |
| Weight |
| Payout |
| Weight |
| Payout |
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Scott D. Beamer, Former Vice President and Chief Financial Officer | 60.0% |
| 45.3% |
| 10.0% |
| 10.0% |
| 5.0% |
| 2.5% |
| 25.0% |
| 17.1% |
Scott R. Behrens, Vice President and General Manager – Surfactants | 40.0% |
| 30.2% |
| 5.0% |
| 5.0% |
| 5.0% |
| 2.5% |
| 50.0% |
| 43.8% |
Jennifer Ansbro Hale, Vice President, General Counsel, Chief Compliance Officer and Secretary | 50.0% |
| 37.8% |
| 5.0% |
| 5.0% |
| 10.0% |
| 5.0% |
| 35.0% |
| 21.8% |
Arthur W. Mergner, Vice President – Supply Chain | 40.0% |
| 30.2% |
| — |
| — |
| 5.0% |
| 5.0% |
| 55.0% |
| 7.5% |
Scott C. Mason, Former Vice President – Supply Chain | 50.0% |
| 37.8% |
| 10.0% |
| 10.0% |
| 10.0% |
| 5.0% |
| 30.0% |
| 16.7% |
(1) | The objective consisted of cost savings from DRIVE initiatives for all executives other than Mr. |
(2) | The objective consisted of global OSHA recordable rate and global total incident rate goals for all executives other than Mr. Mergner, whose objective was a global OSHA recordable rate goal. |
(3) | Individual objectives include corporate development, financial, compliance and strategic initiative goals that relate to |
The amounts earned by the NEOs under the Company’s short-term compensation program for 2017 are set forth in the Non‑Equity Incentive Plan Compensation column of the Summary Compensation Table.
Scott C. Mason
Vice President – Supply Chain
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Long-Term Incentive Compensation
Pursuant to the Stepan Company 2011 Incentive Compensation Plan, which was approved by stockholders at the 2011 Annual Meeting of Stockholders (the “2011 Incentive Plan”), executive officers are eligible to receive grants of stock options, stock appreciation rights (“SARs”) and performance shares of stock on an annual basis in order to (i) promote retention of executives, (ii) recognize outstanding job performance, and (iii) encourage a focus on the Company’s long-term financial results, which are intended to enhance the value of the Company’s Common Stock. The Committee is responsible for approving all grants of stock options, SARs and stock awards. Eligibility for long-term incentives is based on two factors: (1) job performance, and (2) the potential of each executive or executive officer to impact the Company’s financial results.
The Company typically grants stock options, SARs and performance shares to the NEOs other executive officers and any other Company executives participating inunder the Company’s long-term incentive plan. In 2014,2017, the Committee reviewed and approved an allocation of long-term incentives for the NEOs other than the Chairman and Chief Executive Officer at approximately 15% of the total grant amount as stock options, 45% of the total grant amount as SARs, and 40% of the total grant amount as performance shares. The long-term incentive components for the Chairman and Chief Executive Officer were allocated at approximately 30% of the total grant amount as stock options, 30% of the total grant amount as SARs, and 40% of the total grant amount as performance shares. The Committee approved this allocation for the Chairman and Chief Executive Officer due to the fact that the Chairman and Chief Executive Officer has the highest level of responsibility for the Company’s direction and performance, and also because such allocation is more closely aligned with stockholder value. performance.
NEO |
| Stock Option Value |
| Stock Appreciation Rights Value |
| Performance Shares Value |
| Total 2017 LTI Value |
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F. Quinn Stepan, Jr., Chairman, President and Chief Executive Officer |
| $570,000 |
| $570,000 |
| $760,000 |
| $1,900,000 |
Scott D. Beamer, Former Vice President and Chief Financial Officer |
| $67,500 |
| $202,500 |
| $180,000 |
| $450,000 |
Scott R. Behrens, Vice President and General Manager – Surfactants |
| $75,000 |
| $225,000 |
| $200,000 |
| $500,000 |
Jennifer Ansbro Hale, Vice President, General Counsel, Chief Compliance Officer and Secretary |
| $33,000 |
| $99,000 |
| $88,000 |
| $220,000 |
Arthur W. Mergner, Vice President – Supply Chain |
| $75,000 |
| $225,000 |
| $200,000 |
| $500,000 |
Scott C. Mason, Former Vice President – Supply Chain |
| $67,500 |
| $202,500 |
| $180,000 |
| $450,000 |
The Chairman did not receive any stock grants.chart below shows the number of each type of equity award that the Committee granted to the NEOs as part of the annual 2017 equity grant:
NEO |
| Stock Options |
| Stock Appreciation Rights |
| Performance Shares (at Target) |
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F. Quinn Stepan, Jr., Chairman, President and Chief Executive Officer |
| 24,051 |
| 24,051 |
| 9,672 |
Scott D. Beamer, Former Vice President and Chief Financial Officer |
| 2,848 |
| 8,544 |
| 2,291 |
Scott R. Behrens, Vice President and General Manager – Surfactants |
| 3,165 |
| 9,494 |
| 2,545 |
Jennifer Ansbro Hale, Vice President, General Counsel, Chief Compliance Officer and Secretary |
| 1,393 |
| 4,178 |
| 1,120 |
Arthur W. Mergner, Vice President – Supply Chain |
| 3,165 |
| 9,494 |
| 2,545 |
Scott C. Mason, Former Vice President – Supply Chain |
| 2,848 |
| 8,544 |
| 2,291 |
The value of long-term incentives granted to each executive is primarily based on survey data provided by Mercer. An annual grantgrants of stock options, SARs and performance sharesshare awards to the NEOs are shown in the Grants of Plan-Based Awards Table. The Board of Directors believes that such awards provide long-term incentive compensation that is made each year atmarket competitive to attract and retain executives who drive long-term growth of the Committee’s February meeting, at which timeCompany and further align the Committee determines which performance levels forinterests of those executives with the previous year were met.interests of the Company’s stockholders.
In addition to the annual long-term incentive awards, grants of stock options, SARs, performance shares and other stock awards may be awarded to executive officers at other times based on factors that the Committee determines to be relevant, including upon hire, upon promotion or for extraordinary job performance. Pursuant to the 2011 Incentive Plan, a $250,000 additional award of stock options (1,665 shares), SARs (4,996 shares) and performance shares (1,718 shares) was granted to Mr. Behrens due to his promotion in 2014. These grants are consistent with general market practice for promotions to comparable positions.
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Stock Options
Stock options are granted annually atwith an exercise price equal to the fair market value of the Common Stock on the date of grant with a two-year cliff vesting period and have a ten-year term. The option price is set atOptions granted prior to 2017 vest two years after the date of grant.the grant; beginning with the 2017 awards, options vest ratably over a three-year period. Backdating of stock options is prohibited under all circumstances. The Company does not have any program or current practice, nor does it plan to have any future program or practice, to time option or other share grants with the release of material nonpublic information. The Company has not timed, nor does it plan to time, the release of material nonpublic information for the purpose of increasing the value of executive compensation.
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Stock Appreciation Rights
SARs are granted annually at the fair market value of the Common Stock on the date of the grant with a two-year cliff vesting period and have a ten-year term. The price is set atSARs granted prior to 2017 vest two years after the date of grant. SARs will only be settled in stock rather than cashthe grant; beginning with the 2015 grants.2017 grants, SARs vest ratably over a three year period. SARs are settled in stock.
Stock Awards (Performance Shares)
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ParticipantsPerformance shares are granted a target number of performance shares that can be earned primarily based on theupon achievement of Corporate Net Income and ROIC targets in the third year of a three-year period. The number of shares actually earned varies depending on the level of performance achieved. The Company uses the following matrix to determine the award:
Restricted Performance Shares Matrix Structure |
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Corporate Net Income |
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Threshold | Target | Maximum |
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125%
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150%
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200% (Maximum) | Maximum | Return on Invested Capital (ROIC) |
75% |
100% (Target) |
150%
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50% (Threshold)
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75% |
125% | Threshold |
Under the matrix, participants receive a stock distribution of 50% of the performance shares granted if the Threshold level is met, 100% if the Target level is met, and 200% if the Maximum level is met. Other intermediate levels are also provided for and shown in each box in the matrix. In addition, amounts may be prorated between matrix boxes depending on actual results. The Committee intends for Threshold objectives to have an 80% probability of achievement, Target objectives to have a 50% to 60% probability of achievement, and the Maximum objectives to have a 10% to 15% probability of achievement. If the minimum Threshold objectives are not met, no performance shares will be distributed to participants.
Performance shares granted in 2015 will be earned under a slightly different methodology than as described above. As recommended by Exequity, performance shares granted in 2015 will be earned based upon Corporate Net Income results as compared toversus Threshold, Target and Maximum objectives for the calendar year 2015.during which the grant is made. A maximum of 150% of the grantaward can be earned if the Corporate Net Income exceeds the Maximum Net Income objective. Any shares earned in 2015 will beShares are distributed approximately in February 2018following the completion of a three-year performance period, after being measured against a three-year average ROICCorporate Return on Invested Capital (“ROIC”) modifier that could increase or reducedecrease the number of shares earned in 2015 by up to 30% depending on.3 For the final ROIC results for the three-year time period.
Performanceperformance shares granted in 2012 were to be earned2017, the Company will determine the number of performance shares that may vest after the performance period ending December 31, 2019 based upon 2014 Company performance foron the following Corporate Net Income and ROIC. At a minimum, the Threshold levels for both Corporate Net Income and ROIC must have been achieved for any award to have been earned. Neither of the final 2014 results of $54.7 million for Corporate Net Income and 6.60% for ROIC met the Threshold levels. Therefore, no awards were earned based on 2014 performance. The 2014 Target objectives are shown in the table below:
objectives:
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| 2017 Corporate Net Income | Initial Share Award (% of Target) | |||
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Threshold | $87 million | 50% | ||||
Target | $113 million | 100% | ||||
Maximum |
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The Company will determine the number of performance shares that actually vest after the performance period ending December 31, 2019 based on the following ROIC modifiers:
2017-2019 Average ROIC |
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10% |
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10.75% |
| No impact |
11.5% |
| +30% |
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During 2014, the Committee approved the grants of stock options, SARs and performance share awards for NEOs shown in the Grants of Plan-Based Awards Table included in this proxy statement pursuant to the 2011 Incentive Plan. Grants of stock awards for NEOs, other executive officers and key employees may differ based upon the participant’s role at the Company. In addition, the Stepan Company Performance Award Deferred Compensation Plan (Effective January 1, 2008) provides participants with the opportunity to defer receipt of all or a portion of certain incentive compensation.
The Board2017 result of Directors believes that$108.9 million in Corporate Net Income was above the 2014 grants allowTarget level. Therefore, the Companynumber of shares ultimately earned and issued for the 2017 grant will be 88.2% of Target plus or minus a modifying factor of up to provide long-term incentive compensation that is market competitive to attract and retain executives and other key high performing employees who drive long-term growth of30% based on the Company, as well as provide further alignment ofaverage ROIC calculated over the interests of those participants with the Company’s stockholders.
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At the time the stockholders voted on and approved the 2011 Incentive Plan, the SEC had not yet proposed any specific rules regarding clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). However, in an effort to provide the Company with the ability to cancel grants and/or recover shares of Common Stock or cash paid to a participant, including the NEOs, under that plan, the 2011 Incentive Plan and the agreements underlying the equity awards include language which allows the Company to clawback such awards retroactive to 2011 once the rules are finalized and effective. In addition to being subject to the statutory clawback requirements under the Sarbanes-Oxley Act of 2002, the Board of Directors is monitoring developments under the Dodd-Frank Act and intends to adopt a clawback policy that satisfies the requirements of that act and the SEC’s rules thereunder once such rules have been adopted.three-year period ending December 31, 2019.
Retirement PlansBenefits
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Retirement Plan for Salaried Employees
Effective June 30, 2006, the Company froze the Retirement Plan for Salaried Employees (the “Defined Benefit Plan” or the “Retirement Plan for Salaried Employees”) and ended the benefit accrual for all participants. Eligible participants were all employees
not covered by a collective bargaining agreement who were employees prior to July 1, 2006. The Defined BenefitRetirement Plan for Salaried Employees was replaced by the Savings and Investment Retirement Plan (“SIRP”), which provides for Company contributions into the employee’s savings and investment retirement planSIRP account (see the discussion below in the “Savings and Investment Retirement Plan” section). The primary purpose of both the Defined BenefitRetirement Plan for Salaried Employees and the Savings and Investment Retirement PlanSIRP is to retain valuable employees.
The pension benefitsamounts included in the Pension Benefits Tabletable are the present valuevalues of the benefits expected to be paid under the Defined BenefitRetirement Plan for Salaried Employees in the future. The amount of each future payment is based on the current accrued pension benefit. The actuarial assumptions, with the exception of the expected retirement age, are consistent with those used in the Company’s financial statements. The retirement age is the earliest unreduced retirement age as defined in the Defined BenefitRetirement Plan for Salaried Employees and the Savings and Investment Retirement Plan.SIRP.
The pension benefit information set forth in this proxy statement has been calculated based on actuarial assumptions that are considered to be reasonable. Other actuarial assumptions could also be considered to be reasonable which would result in different pension benefit estimates.
Supplemental Executive Retirement Plan
NEOs participate in the same basic retirement plans as all other employees, with the exception of the Chairman and Chief Executive Officer, who is also currently eligible for benefits under the Supplemental Executive Retirement Plan (“SERP”). The amounts shownSERP was created to provide supplemental retirement benefits to any executive affected by IRS limits on benefits that otherwise would be available through the Retirement Plan for Salaried Employees. The benefits are based oncalculated according to the provisions applicable in each pension benefitsame retirement plan in whichformula that applies to all eligible employees. The SERP is offered to retain and motivate the NEOs participate.
Additional information regarding these benefits and othercovered NEOs. The Company believes that all elements of the pension benefitsSERP are discussed below incustomary for this type of retirement plan. The SERP was frozen as of June 30, 2006. The funding status of the “Savings and Investment Retirement Plan” section.SERP is reviewed periodically. Currently, the Company has elected not to fund the SERP.
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Pursuant to the Savings and Investment Retirement Plan (“SIRP”),
Pursuant to the SIRP, in each payroll period during 2017, the Company makesmade a contribution to the savings and investment retirement planSIRP account of each eligible employee, including the executive officers and the NEOs. The amount of the Company contribution is currentlyin 2017 was four percent of the participant’s base salary for the portion of the payroll period during which the participant was an eligible employee. This percentage iswas the same for all employees, including the executive officers and the NEOs. All of the NEOs received SIRP contributions in 20142017 in the amounts set forth in the Summary Compensation Table. Beginning January 1, 2018, the Company changed its contribution to the SIRP to a dollar-for-dollar matching contribution of up to six percent of the participant’s base salary for the portion of the payroll period during which the participant was an eligible employee.
In addition, theProfit Sharing Plan
The Company may make two types of additional contributions (Basic Company Contribution and Supplemental Company Contribution) under the Profit Sharing Plan, which is a component of the SIRP, to the SIRP account of each eligible employee, including the executive officers and the NEOs. The Company’s Profit Sharing Plan is designed to (i) provide eligible employees with an element of their retirement savings that is directly connected to the Company’s financial results, (ii) provide a tax deferred retirement savings vehicle while giving all participants the incentive to optimize the Company’s financial results, and (iii) allow eligible employees to enjoy the benefits of the Company’s success.
For the Basic Company Contribution, each year the Companymanagement determines, based on the Company’s financial results, if it willwhether to recommend to the Committee that the Company make a Basic Company Contribution to the accounts of eligible participants in the Profit Sharing Plan. The Committee reviews the Company’smanagement’s recommendation and, if approved, presents the recommendation to the Board of Directors for approval. The Committee typically recommends a Basic Company Contribution that is based on four and one-halfone‑half percent of the Company’s pre-tax income. In addition to the Basic Company Contribution, the Company’s Board of Directors may make a Supplemental Company Contribution to the Profit Sharing Plan in an additional amount at its discretion.
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NEOs participate in the same basic retirement plans as all other employees, with the exception of three of the NEOs (Messrs. Stepan, Stepan, Jr. and Venegoni) who are also currently eligible for benefits under the Supplemental Executive Retirement Plan (“SERP”). The U.S. Internal Revenue Service (“IRS”) limits benefits that otherwise would be available through the Retirement Plan for Salaried Employees. The SERP was created to provide supplemental retirement benefits to any executive affected by these IRS limits. The benefits are calculated according to the same retirement plan formula that applies to all eligible employees. The SERP is commonly offered to attract, retain and motivate the NEOs and is necessary to be competitive in the marketplace. There are no early retirement arrangements specific to the NEOs, and the Company believes that all elements of the SERP are customary for this type of retirement plan. The Retirement Plan for Salaried Employees SERP was frozen as of June 30, 2006. The funding status of this SERP is reviewed periodically. Currently, the Company has elected not to fund this SERP.
In addition to the Basic Company Contribution, the Board of Directors has the authority to approve supplemental benefits pursuant to the Profit Sharing Plan for certain executives (“SERP Profit Sharing Plan”). SERP benefits are provided to executives as a common executive benefit which allows the Company to be competitive for executive compensation and benefits. Eligible executives who receive a SERP benefit are receiving what other employees already receive, except that the SERP benefits are considered to be non-qualified supplemental retirement plans because of Code compensation limits. The SERP Profit Sharing Plan is funded by the Company. All NEOs received a 2014 SERP Profit Sharing Plan contribution which is included in the Summary Compensation Table.
Additionally, due to Code compensation limits, all of the NEOs are eligible to receive supplemental Company contributions to the SERP Profit Sharing Plan based on the Company’s four percent contribution to the NEO’s SIRP account. All such SERP Profit Sharing Plan contributions to the NEOs in 2014 are included in the Summary Compensation Table.
Employee Stock Ownership Plan
The Stepan Company Employee Stock Ownership Plan II (“ESOP II”) is designed to (i) expand stock ownership among employees, (ii) encourage greater employee interest in the Company’s financial results, (iii) benefit employees financially by enabling them to acquire shares of the Company’s Common Stock without making contributions, and (iv) provide eligible employees with the opportunity to share in the growth of the Company.
Contributions to ESOP II are a percentagepart of the Company’s Profit Sharing Plan contribution,Basic Company Contribution in the SIRP as determined bydescribed in the Committee, which“Savings and Investment Retirement Plan” section above and are then reallocated to ESOP II in shares of Company stock.Common Stock. For example, the Committee may approve a Profit Sharing Plan contributionBasic Company Contribution based upon the contribution formula noted in the “Savings and Investment Retirement Plan” section above, and then determine that 50% of the total contribution will remain in the Profit Sharing PlanSIRP and 50% will be reallocated to ESOP II. The ESOP II allocation is made to broaden Company stock ownership among employees for further alignment with the interests of Company stockholders.
SERP Profit Sharing Plan
In addition to the Basic Company Contribution and the Supplemental Company Contribution, the Board of Directors has the authority to approve supplemental benefits pursuant to the Profit Sharing Plan for certain executives (“SERP Profit Sharing Plan”). The SERP Profit Sharing Plan benefits are provided to executives as a common executive benefit which allows the Company to be competitive for executive compensation and benefits. The SERP Profit Sharing Plan was created to provide supplemental retirement benefits to any executive affected by IRS limits on benefits that otherwise would be available through the Profit Sharing Plan. The SERP Profit Sharing Plan is funded by the Company. During 2017, all of the NEOs were eligible to receive Company contributions to the SERP Profit Sharing Plan in the amount by which a four percent contribution to the NEO’s SIRP account by the Company would exceed IRS limits. All SERP Profit Sharing Plan contributions to the NEOs in 2017 are included in the Summary Compensation Table. Beginning January 1, 2018, all of the NEOs will be eligible to receive Company contributions to the SERP Profit Sharing Plan in the amount by which a six percent contribution to the NEO’s SIRP account by the Company would exceed IRS limits.
Perquisites
The Company provides NEOs with limited perquisites that the Company and the Committee believe are reasonable and consistent with the Company’s overall compensation program sincebecause they better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites provided to the NEOs and other executives. For 2014,2017, these perquisites represented a small percentage of each NEO’s base salary,total compensation, ranging from 2.00%0.51% to 9.76%1.06%, with a median of 2.55%0.85%. The dollar values attributableof perquisites provided to each NEO were also minimal, rangingranged from $6,945$5,446 to $48,790,$26,730, with a median of $8,323.$8,847.
All executives at the Vice President level and higher, including the NEOs, are provided the use of Company-leased vehicles, including fuel, maintenance and insurance. The allowance for the initial vehicle cost is set by salary grade. The personal use value is computed using the IRS annual lease valuation rule. Other travel benefits, are provided periodically including spousal travel on a limited basis.basis, are provided periodically.
The Company maintains two Company-owned properties which are not used solely for business purposes. Executives, including the NEOs, are allowed to use these properties for personal use if and when theythe properties are not needed for business purposes. The value of the use of these properties is based on the incremental cost to the Company. When these properties are used by the NEOs for personal reasons, such values are included in the Summary Compensation Table under All“All Other Compensation.Compensation” based on the incremental cost to the Company.
The Company purchases tickets for a variety of entertainment events. These tickets are used primarily for business purposes. However, at various times, these tickets are used by executives for personal use. Where these tickets are used for personal purposes, the actual cost to the Company for the tickets is reported in the Summary Compensation Table under “All Other Compensation.” In addition, the Company pays club membership dues and an annual credit card fee for both the Chairman and Chief Executive Officer and the Chairman for country club memberships which are not exclusively used for business entertainment. The actual cost paid for club membership dues is included in the Summary Compensation Table under All“All Other Compensation. The Chairman also uses certain corporate personnel for personal purposes and any aggregate incremental cost is also included”
Clawback Policy
In February 2018, the Company adopted a Clawback Policy that applies to the Company’s executive officers who are subject to Section 16 of the Exchange Act. Under this policy, in the Summary Compensation Table under All Other Compensation. For 2014,event that any executive covered by the policy engages in willful misconduct or fraud that substantially contributes to a material restatement of the Company’s financial statements, the Company alsowill
recover from all covered executives compensation that would not have been paid had the aggregate incremental cost of personalrestated financial statements initially been correct. The compensation that could be recovered includes short-term and family use of a chartered aircraft for non-business travel for bothlong-term incentive compensation awarded based on the Chief Executive Officer andsubsequently restated financial statements that was paid during the Chairman in12 months preceding the amounts of $5,225 and $10,449, respectively. The aggregate incremental cost paid by the Company for this non-business travel is also included in the Summary Compensation Table under All Other Compensation.
No Severance/Change-in-Control Provisions
None of the NEOs or other executive officers have any arrangements that provide for severance payments. Additionally, none of the NEOs or other executive officers are entitled to payment of any benefits upon a change-in-control.restatement.
Stock Ownership Policy
The Company maintains a stock ownership policy for key executives. The Company instituted a stock ownership policy because it believes that ownership of Company stock by key executives is desirable in order to focus both short-term and long-term decision-making on the best interests of the Company and its stockholders. Key executives’ ownership of Company stock aligns those executives’ interests with the Company’s financial performance, including the performance of the Company’s Common Stock.
The stock ownership guidelines apply to all NEOs and other key Company executives who participate in the Management Incentive Plan. The Company’s Chairman and the Chief Executive Officer must eachis required to maintain ongoing ownership of Common Stock in an
amount equivalent inshares with a value toof at least five times their respective annualhis base salary; each executive officer is required to maintain ownership of shares with a value of at least two times his or her base salary; and each other participant required to maintain ownership of shares with a value of at least one time his or her base salary. Other executive officers must own a minimum of two times their annual base salary.
All executives, including the NEOs, have five years from their initial stock grant to achieve compliance with these stock ownership requirements. All executives, including the NEOs, must meet their respective stock ownership requirement by making approximately 20 percent20% progress each year for five years. Recognizing the importance of retirement planning, NEOsan NEO may, commencing at age 61, reduce theirhis or her holdings by 20 percent20% per year to a minimum of one times his or her annual base salary by the calendar year he or she attains the age of 65.
The following shares count towards the stock ownership requirements: (i) shares owned directly or by any immediate family member, (ii) shares owned indirectly as trustee or custodian for the benefit of children, (iii) shares owned in the Company’s ESOP II, (iv) shares owned in the CompanyCompany’s Employee Stock Purchase Plan, and (v) shares held in any Company deferred compensation plan. Unvested restricted stock award grants may also count towards the stock ownership requirement. Grants of stock options,, SARs and performance shares do not count towards the stock ownership requirement unless actually exercised or earned. No shares other than those stated above count towards the stock ownership requirements.
The stock ownership policy is reviewed by the Committee, as needed, on a periodic basis. The Company periodically reviews this policybasis against general industry benchmarks of stock ownership.
The Committee reviews annually whether executives, including the NEOs, are in compliance with the stock ownership policy. The Committee determined that all executive officers, including the NEOs, were in compliance with the Company’s stock ownership requirements as of February 2015.2018. Executive officers who received their initial stock grant over five years ago are in full compliance and executive officers who received their initial stock grant within the last five years have made the requisite progress towards full compliance. If an executive fails to comply with stock ownership policy and annual progress requirements, the executive is not eligible to receive grants of stock options, SARs, and performance shares, or any other awards under the 2011 Incentive Plan, until compliancethe executive complies with these requirements is achieved.
The Company does not have a stock retention policy. The Company believes that its stock ownership policy is sufficient to meet the Company’s needs in ensuring that key executives’ decisions will be based on both short-term and long-term results of the Company which will benefit both the Company and its stockholders.requirements.
Hedging and Trading Restrictions
The Company has an Insider Trading Policy which, among other things, prohibits NEOs, officers, Directors and employees from hedging the economic risk of their stock ownership. This policy alsoownership and prohibits short-selling of the Company’s securities. Among other restrictions, thisThis policy also prohibits executive officers, Directors and covered employees from trading in the Company’s securities outside of trading window periods or without pre-clearance.
Post-Termination Benefits
As a general rule, theThe Company provides nodoes not maintain any plans or other arrangements with its executives that provide for severance or post-termination compensation to executives other than relatively nominal retirement gifts upon their retirement fromin the Company. There are no written or verbal change-in-control or severance agreements with any executives atevent of a future termination of the Company.executive’s employment. In addition, there are no special considerations for Company executives in connection with terminations due to death, disability, for cause or voluntary choice, including retirement. The amountCompany may, however, occasionally enter into separation agreements with its executives at the time of any NEO post-terminationthe executive’s termination of employment that provide for severance payments or benefits. In connection with Mr. Mason’s departure in August 2017, the Company and Mr. Mason entered into a Separation Agreement and Release (the “Separation Agreement”). The terms of the Separation Agreement are described under “Potential Payments upon Termination or Change in Control” and the compensation that Mr. Mason received if any,pursuant to the Separation Agreement is included in the Summary Compensation Table.
Impact of Tax and Accounting Requirements on CompensationConsiderations
The Company regularly monitors compensation and benefits-related accounting rules, securities rules, tax rules and all other federal and state regulations on an ongoing basis through internal sources and external sources such as consultants, advisors and outside legal counsel. The Company routinely considers such rules and regulations and their impact on plan design alternatives and Company performance.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction for annual compensation paid to a chief executive officer and “covered employees” in excess of $1 million. For tax years beginning on or prior to December 31, 2017, the deduction limit included an exception for “qualified performance-based compensation.” However, the recently enacted Tax Cuts and Jobs Act (the “Tax Act”) amended certain aspects of Section 162(m), including eliminating the exception for “qualified performance-based compensation,” effective for tax years beginning after December 31, 2017.
The Tax Act provides for a grandfather provision, pursuant to which remuneration that is provided pursuant to a written binding contract in effect on November 2, 2017, and which has not been modified in any material respect on or after that date, will not be subject to the amendments made to Section 162(m) by the Tax Act. To the extent available, the Company intends to continue to treat “qualified performance-based compensation” that is grandfathered under the Tax Act as deductible compensation.
In developing and implementing executive compensation policies and programs, the Committee considers whether particular payments and awards are deductible for federal income tax purposes. Federal income tax law limitsHowever, the Committee retains the discretion and flexibility to award compensation that is not deductible under Section 162(m), including compensation at $1 million per year for each of the NEOs, subject to certain exceptions. The Company’s general objective is to meetthat would not have qualified as performance-based compensation under the requirements of Code Section 162(m) as in order to have the ability to deduct certain additional performance-based compensation. The Company’s compensation plans are generally designed to achieve this objective. However, this objective is also balanced with the goal of providing competitive incentives to attract, appropriately reward, and retain performing executives and other employees. While it is the general intention of the Committee to meet the requirements for deductibility of performance-based compensation under Code Section 162(m), the Committee may approve payment of non-deductible compensation from time to time if circumstances warrant such action. The Committee reviews and monitors its policy with respecteffect prior to the deductibility of compensation, as necessary.
Nonqualified Deferred Compensation
The American Jobs Creation Act of 2004 changed the tax rules applicable to nonqualified deferred compensation arrangements. Several of the Company’s plans have provisions that require compliance with Code Section 409A and related regulations. All of the Company’s applicable plans comply with Code Section 409A.
Tax Act.
COMPENSATION AND DEVELOPMENT COMMITTEE REPORTCompensation and Development Committee Report
In 2014,2017, the Company’s Compensation and Development Committee was comprised of the following Non-Employeeindependent Directors: Messrs.Mr. Boyce, Mr. Dearth, Dr. Delgado, Mr. Lawton, Ms. Reed and Mr. Wehmer. Each of these Directors satisfies the New York Stock Exchange’s rules for independence. During 2014,2017, Mr. Lawton served as Chairman of the Committee.
The Compensation and Development Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2017.
Michael R. Boyce
Randall S. Dearth
Joaquin Delgado
Gregory E. Lawton
Jan Stern Reed
Edward J. Wehmer
COMPENSATION AND DEVELOPMENT COMMITTEE
SUMMARY COMPENSATION TABLE2017 Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended on December 31, 2012,2015, December 31, 20132016 and December 31, 2014.
2017. Additional information related to each component of compensation for the NEOs is provided above in the Compensation Discussion and Analysis.
Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | |||||||||
F. Quinn Stepan, Jr. | 2014 |
| $796,667 |
| $— |
| $578,940 |
| $900,008 |
| $0 |
| $335,066 |
| $80,935 |
| $2,691,616 |
|
President and Chief | 2013 |
| $773,333 |
| $— |
| $580,402 |
| $900,015 |
| $169,708 |
| $— |
| $95,124 |
| $2,518,582 |
|
Executive Officer | 2012 |
| $736,667 |
| $— |
| $363,837 |
| $580,516 |
| $759,886 |
| $240,963 |
| $104,259 |
| $2,786,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott D. Beamer | 2014 |
| $310,083 |
| $— |
| $96,480 |
| $150,001 |
| $0 |
| N/A |
| $70,386 |
| $626,950 |
|
Vice President and | 2013 |
| $146,723 |
| $— |
| $121,279 |
| $124,989 |
| $37,317 |
| N/A |
| $189,508 |
| $619,816 |
|
Chief Financial Officer (7) |
|
|
|
|
|
|
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|
|
John V. Venegoni | 2014 |
| $368,773 |
| $— |
| $192,960 |
| $300,003 |
| $0 |
| $295,413 |
| $29,221 |
| $1,186,370 |
|
Vice President and | 2013 |
| $417,500 |
| $— |
| $241,819 |
| $250,004 |
| $49,258 |
| $— |
| $47,325 |
| $1,005,906 |
|
General Manager - | 2012 |
| $401,833 |
| $— |
| $195,308 |
| $138,499 |
| $235,814 |
| $159,009 |
| $50,856 |
| $1,181,319 |
|
Surfactants (8) |
|
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|
|
|
Scott R. Behrens | 2014 |
| $263,923 |
| $— |
| $144,564 |
| $225,030 |
| $0 |
| $46,313 |
| $28,484 |
| $708,314 |
|
Vice President and |
|
|
|
|
|
|
|
|
|
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|
|
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|
|
General Manager - |
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Surfactants (9) |
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|
|
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|
Scott C. Mason | 2014 |
| $331,667 |
| $— |
| $115,776 |
| $180,016 |
| $0 |
| N/A |
| $30,865 |
| $658,324 |
|
Vice President - | 2013 |
| $323,333 |
| $— |
| $145,116 |
| $150,003 |
| $91,493 |
| N/A |
| $35,230 |
| $745,175 |
|
Supply Chain | 2012 |
| $313,083 |
| $— |
| $143,635 |
| $101,864 |
| $121,567 |
| N/A |
| $40,811 |
| $720,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. Quinn Stepan | 2014 |
| $500,000 |
| $— |
| $— |
| $— |
| $0 |
| $402,470 |
| $85,303 |
| $987,773 |
|
Chairman | 2013 |
| $500,000 |
| $— |
| $— |
| $— |
| $80,419 |
| $— |
| $89,430 |
| $669,849 |
|
| 2012 |
| $500,000 |
| $— |
| $— |
| $— |
| $384,510 |
| $121,461 |
| $80,365 |
| $1,086,336 |
|
Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total |
F. Quinn Stepan, Jr. | 2017 | $890,000 | $734,588 | $1,140,017 | $627,770 | $186,810 | $115,184 | $3,694,369 |
Chairman, President and Chief Executive Officer | 2016 | $833,333 | $642,765 | $1,018,606 | $1,619,167 | $93,424 | $94,007 | $4,301,302 |
2015 | $800,000 | $566,900 | $899,994 | $1,332,392 | — | $91,977 | $3,691,263 | |
Scott D. Beamer | 2017 | $375,833 | $174,001 | $269,990 | $168,911 | N/A | $46,133 | $1,034,868 |
Former Vice President and Chief Financial Officer | 2016 | $350,000 | $141,800 | $224,694 | $410,865 | N/A | $38,459 | $1,165,818 |
2015 | $322,683 | $113,364 | $179,996 | $315,807 | N/A | $36,900 | $968,750 | |
Scott R. Behrens | 2017 | $370,000 | $193,293 | $300,018 | $186,401 | $28,180 | $46,830 | $1,124,722 |
Vice President and General Manager – Surfactants | 2016 | $340,000 | $151,251 | $239,676 | $393,720 | $12,798 | $39,949 | $1,177,394 |
2015 | $315,000 | $151,165 | $239,994 | $302,879 | — | $39,578 | $1,048,616 | |
Jennifer Ansbro Hale | 2017 | $339,167 | $85,064 | $132,033 | $141,639 | N/A | $41,554 | $739,457 |
Vice President, General Counsel, Chief Compliance Officer and Secretary |
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| |
Arthur W. Mergner | 2017 | $364,583 | $193,293 | $300,018 | $93,438 | $45,114 | $45,149 | $1,041,595 |
Vice President – Supply Chain | 2016 | $320,000 | $151,251 | $239,676 | $359,328 | $21,847 | $37,083 | $1,129,185 |
2015 | $291,667 | $151,165 | $239,997 | $285,451 | N/A | $34,091 | $1,002,368 | |
Scott C. Mason | 2017 | $279,330 | $174,001 | $843,986 | — | N/A | $349,894 | $1,647,211 |
Former Vice President – Supply Chain | 2016 | $355,500 | $141,800 | $224,694 | $405,839 | N/A | $37,739 | $1,165,572 |
2015 | $333,000 | $113,364 | $179,996 | $307,607 | N/A | $37,721 | $971,688 |
____________________
(1) | Amount for |
(2) | Amounts |
Name |
|
|
2017 | ||
F. Quinn Stepan, Jr. |
| $ |
Scott D. Beamer |
| $ |
|
| |
Scott R. Behrens |
| $ |
Jennifer Ansbro Hale | $165,875 | |
Arthur W. Mergner | $376,921 | |
Scott C. Mason |
| $ |
|
|
| Amounts for |
|
|
| Amounts for |
includes club membership dues |
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|
In 2014, the base salary for the Chief Executive Officer, Mr. Stepan, Jr., was increased by 2.56% which was consistent with Company guidelines. The base salaries for the other executive officers2017 Grants of the Company are reviewed annually and adjusted as appropriate by the Compensation and Development Committee as discussed above in the Compensation Discussion and Analysis. In 2014, the merit increases for the other executive officers were consistent with Company guidelines. Specifically, for the NEOs, the Committee approved the following increases in annual base salary in 2014: Mr. Beamer: 2.00%; Mr. Behrens: 32.14% (5.00% for merit and 27.14% for promotion); Mr. Venegoni: 4.76%; Mr. Mason: 2.46%; and Mr. Stepan: 0%. The 2014 base salary increases were effective March 1, 2014, except for Mr. Behrens whose increase was effective in September 2014 when he assumed his new position.
The amounts included for 2014 StockPlan-Based Awards reflect the aggregate grant date fair value for Stock Awards granted during the fiscal year ended December 31, 2014, under the 2011 Incentive Plan calculated in accordance with FASB ASC Topic 718. In addition, amounts included for 2014 Option Awards reflect the aggregate grant date fair value for Option Awards and SARs granted during the fiscal year ended December 31, 2014, under the 2011 Incentive Plan calculated in accordance with FASB ASC Topic 718.
Due to the Company’s 2014 performance, none of the NEOs received a merit or any other increase in their base salary for 2015 except for Mr. Beamer who received a 4.47% increase in base salary as a market adjustment effective March 1, 2015.
The Company has not entered into any employment agreements with any of the NEOs. Additional information related to each component of compensation for the NEOs is provided above in the Compensation Discussion and Analysis.
| Type of Award (1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
| Estimated Future Payouts Under Equity Incentive Plan Awards |
| All Other Option Awards: Number of Securities Underlying Options (#) |
| Exercise or Base Price of Option Awards ($/Sh) (3) |
| Closing Price on Grant Date ($/Sh) |
| Grant Date Fair Value of Stock and Option Awards ($) (4) | ||||||||||||
Name | Threshold ($) |
| Target ($) (2) |
| Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
|
| |||||||||||||||
F. Quinn Stepan, Jr. | MIP |
| — |
| $0 |
| $890,000 |
| $1,780,000 |
|
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|
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|
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|
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| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 4,836 |
| 9,672 |
| 18,860 |
|
|
|
|
|
|
|
| $734,588 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 24,051 |
| $78.58 |
| $78.91 |
| $570,009 |
|
| NQS |
| 2/21/2017 |
|
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|
|
|
|
|
|
|
|
|
| 24,051 |
| $78.58 |
| $78.91 |
| $570,009 |
|
Scott D. Beamer | MIP |
| — |
| $0 |
| $225,500 |
| $451,000 |
|
|
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| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 1,146 |
| 2,291 |
| 4,467 |
|
|
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|
|
|
|
| $174,001 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,544 |
| $78.58 |
| $78.91 |
| $202,493 |
|
| NQS |
| 2/21/2017 |
|
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|
|
|
|
|
|
|
|
|
|
| 2,848 |
| $78.58 |
| $78.91 |
| $67,498 |
|
Scott R. Behrens | MIP |
| — |
| $0 |
| $222,000 |
| $444,000 |
|
|
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| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 1,273 |
| 2,545 |
| 4,963 |
|
|
|
|
|
|
|
| $193,293 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,494 |
| $78.58 |
| $78.91 |
| $225,008 |
|
| NQS |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,165 |
| $78.58 |
| $78.91 |
| $75,011 |
|
Jennifer Ansbro Hale | MIP |
| — |
| $0 |
| $203,500 |
| $407,000 |
|
|
|
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|
|
|
|
|
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|
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| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 560 |
| 1,120 |
| 2,184 |
|
|
|
|
|
|
|
| $85,064 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,178 |
| $78.58 |
| $78.91 |
| $99,019 |
|
| NQS |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,393 |
| $78.58 |
| $78.91 |
| $33,014 |
|
Arthur W. Mergner | MIP |
| — |
| $0 |
| $218,750 |
| $437,500 |
|
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|
|
|
|
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|
| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 1,273 |
| 2,545 |
| 4,963 |
|
|
|
|
|
|
|
| $193,293 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,494 |
| $78.58 |
| $78.91 |
| $225,008 |
|
| NQS |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,165 |
| $78.58 |
| $78.91 |
| $75,011 |
|
Scott C. Mason | MIP |
| — |
| $0 |
| $140,500 |
| $281,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/21/2017 |
|
|
|
|
|
|
| 1,146 |
| 2,291 |
| 4,467 |
|
|
|
|
|
|
|
| $174,001 |
|
| SAR |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,544 |
| $78.58 |
| $78.91 |
| $202,493 |
|
| NQS |
| 2/21/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,848 |
| $78.58 |
| $78.91 |
| $67,498 |
|
GRANTS OF PLAN-BASED AWARDS___________________
|
|
|
|
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
| Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of |
| All Other Option Awards: |
| Exercise or |
|
|
| Grant Date Fair | ||||||||||
Name | Type of Award (1) | Grant Date | Threshold ($) | Target ($) (2) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (#) |
| Number of Securities Underlying Options (#) |
| Base Price of Option Awards ($ / Sh) (3) |
| Closing Price on Grant Date ($ / Sh) |
| Value of Stock and Option Awards ($) (4) | |||||||||
F. Quinn Stepan, Jr. | MIP |
| — |
| $0 |
| $796,667 |
| $1,195,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/18/2014 |
|
|
|
|
|
|
| 4,846 |
| 9,691 |
| 19,382 |
|
|
|
|
|
|
|
|
| $578,940 |
|
| SAR |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,876 |
| $61.91 |
| $61.12 |
| $450,004 |
|
| NQS |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 18,876 |
| $61.91 |
| $61.12 |
| $450,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott D. Beamer | MIP |
| — |
| $0 |
| $186,050 |
| $279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/18/2014 |
|
|
|
|
|
|
| 808 |
| 1,615 |
| 3,230 |
|
|
|
|
|
|
|
|
| $96,480 |
|
| SAR |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,719 |
| $61.91 |
| $61.12 |
| $112,501 |
|
| NQS |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 1,573 |
| $61.91 |
| $61.12 |
| $37,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John V. Venegoni | MIP |
| — |
| $0 |
| $221,264 |
| $331,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/18/2014 |
|
|
|
|
|
|
| 1,615 |
| 3,230 |
| 6,460 |
|
|
|
|
|
|
|
|
| $192,960 |
|
| SAR |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,438 |
| $61.91 | �� | $61.12 |
| $225,002 |
|
| NQS |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 3,146 |
| $61.91 |
| $61.12 |
| $75,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott R. Behrens | MIP |
| — |
| $0 |
| $126,683 |
| $190,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/18/2014 |
|
|
|
|
|
|
| 404 |
| 808 |
| 1,616 |
|
|
|
|
|
|
|
|
| $48,270 |
|
| SAR |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,360 |
| $61.91 |
| $61.12 |
| $56,262 |
|
| NQS |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 787 |
| $61.91 |
| $61.12 |
| $18,762 |
|
| SA |
| 4/29/2014 |
|
|
|
|
|
|
| 859 |
| 1,718 |
| 3,436 |
|
|
|
|
|
|
|
|
| $96,294 |
|
| SAR |
| 4/29/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,996 |
| $58.22 |
| $57.57 |
| $112,510 |
|
| NQS |
| 4/29/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 1,665 |
| $58.22 |
| $57.57 |
| $37,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott C. Mason | MIP |
| — |
| $0 |
| $199,000 |
| $298,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SA |
| 2/18/2014 |
|
|
|
|
|
|
| 969 |
| 1,938 |
| 3,876 |
|
|
|
|
|
|
|
|
| $115,776 |
|
| SAR |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,663 |
| $61.91 |
| $61.12 |
| $135,006 |
|
| NQS |
| 2/18/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| 0 |
| 1,888 |
| $61.91 |
| $61.12 |
| $45,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. Quinn Stepan | MIP |
| — |
| $0 |
| $375,000 |
| $562,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Type of Award: MIP |
(2) | Reflects |
(3) | Reflects the option exercise price, which is the average of the opening price and closing price on the date of the grant. |
(4) | Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718 for |
OUTSTANDING EQUITY AWARDS AT 2014 FISCAL YEAR-ENDOutstanding Equity Awards at 2017 Fiscal Year-End
| Option Awards |
| Stock Awards | |||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | |
F. Quinn Stepan, Jr. | 35,766 |
| $37.51 | 2/6/2019 |
| 25,753 | $2,033,729 | 42,812 | $3,380,883 |
|
| 36,952 |
| $42.77 | 2/13/2022 |
|
|
|
|
|
|
| 38,844 |
| $63.11 | 2/18/2023 |
|
|
|
|
|
|
| 37,752 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
| 57,766 |
| $41.16 | 2/16/2025 |
|
|
|
|
|
|
|
| 69,482 | $43.85 | 2/22/2026 |
|
|
|
|
|
|
|
| 48,102 | $78.58 | 2/20/2027 |
|
|
|
|
|
|
Scott D. Beamer | 5,620 |
| $59.30 | 7/22/2023 |
| 5,150 | $406,690 | 9,649 | $762,001 |
|
| 6,292 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
| 11,553 |
| $41.16 | 2/16/2025 |
|
|
|
|
|
|
|
| 15,327 | $43.85 | 2/22/2026 |
|
|
|
|
|
|
|
| 11,392 | $78.58 | 2/20/2027 |
|
|
|
|
|
|
Scott R. Behrens | 1,298 |
| $42.77 | 2/13/2022 |
| 6,867 | $542,300 | 10,424 | $823,187 |
|
| 2,590 |
| $63.11 | 2/18/2023 |
|
|
|
|
|
|
| 3,147 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
| 2,661 |
| $58.22 | 4/28/2024 |
|
|
|
|
| |
| 5,851 |
| $41.16 | 2/16/2025 |
|
|
|
|
|
|
|
| 16,349 | $43.85 | 2/22/2026 |
|
|
|
|
|
|
|
| 12,659 | $78.58 | 2/20/2027 |
|
|
|
|
|
|
Jennifer Ansbro Hale |
| 8,175 | $43.85 | 2/22/2026 |
| — | — | 5,013 | $395,861 |
|
|
| 5,571 | $78.58 | 2/20/2027 |
|
|
|
|
|
|
Arthur W. Mergner | 1,734 |
| $37.51 | 2/6/2019 |
| 6,867 | $542,300 | 10,424 | $823,187 |
|
| 2,076 |
| $42.77 | 2/13/2022 |
|
|
|
|
|
|
| 1,942 |
| $63.11 | 2/18/2023 |
|
|
|
|
|
|
| 26,292 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
| 15,404 |
| $41.16 | 2/16/2025 |
|
|
|
|
|
|
|
| 16,349 | $43.85 | 2/22/2026 |
|
|
|
|
|
|
|
| 12,659 | $78.58 | 2/20/2027 |
|
|
|
|
|
|
Scott C. Mason | 3,242 |
| $42.77 | 2/13/2022 |
| 4,502 | $355,523 | 3,602 | $284,475 |
|
| 6,474 |
| $63.11 | 2/18/2023 |
|
|
|
|
|
|
| 7,551 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
| 11,553 |
| $41.16 | 2/16/2025 |
|
|
|
|
|
|
| 15,327 |
| $43.85 | 2/22/2026 |
|
|
|
|
|
|
____________________
(1) | Reflects stock options and SARs that vest as set forth in the table below. |
| Option Awards |
|
| Stock Awards | ||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date |
|
| Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | SARs (#) | Options (#) | Vesting Date | ||
F. Quinn Stepan, Jr. | 64,000 |
|
| $18.46 | 2/9/2017 |
|
|
| 11,716 | $469,577 | 9,599 | $384,728 |
| 34,741 | 34,741 | 2/22/2018 |
| 54,348 |
|
| $25.61 | 2/8/2018 |
|
|
|
|
| 8,017 | 8,017 | 2/21/2018 | |||
| 35,766 |
|
| $37.51 | 2/6/2019 |
|
|
|
|
| 8,017 | 8,017 | 2/21/2019 | |||
| 36,952 |
|
| $42.77 | 2/13/2022 |
|
|
|
|
| 8,016 | 8,016 | 2/21/2020 | |||
|
| 38,844 |
| $63.11 | 2/18/2023 |
|
|
|
|
| ||||||
|
| 37,752 |
| $61.91 | 2/17/2024 |
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||
Scott D. Beamer |
| 5,620 |
| $59.30 | 7/22/2023 |
|
|
| 3,372 | $135,150 | 1,861 | $74,589 |
| 11,495 | 3,832 | 2/22/2018 |
|
| 6,292 |
| $61.91 | 2/17/2024 |
|
|
|
|
| 2,849 | 949 | 2/21/2018 | |||
|
|
|
|
|
|
|
|
|
| |||||||
John V. Venegoni | 0 |
|
| — | — |
|
|
|
| 1,981 | $79,378 |
| ||||
|
| 0 |
| — | — |
|
|
|
|
| 2,848 | 949 | 2/21/2019 | |||
|
|
|
|
|
|
|
|
|
| 2,848 | 949 | 2/21/2020 | ||||
Scott R. Behrens | 2,596 |
|
| $42.77 | 2/13/2022 |
|
|
|
| 1,739 | $69,679 |
| 12,262 | 4,087 | 2/22/2018 | |
| 2,590 |
|
| $63.11 | 2/18/2023 |
|
|
|
|
| 3,165 | 1,055 | 2/21/2018 | |||
|
| 3,147 |
| $61.91 | 2/17/2014 |
|
|
|
|
| 3,164 | 1,055 | 2/21/2019 | |||
|
| 6,661 |
| $58.22 | 4/28/2024 |
|
|
|
|
| 3,164 | 1,055 | 2/21/2020 | |||
Jennifer Ansbro Hale | 6,131 | 2,044 | 2/22/2018 | |||||||||||||
|
|
|
|
|
|
|
|
|
| 1,393 | 465 | 2/21/2018 | ||||
Scott C. Mason | 9,368 |
|
| $26.50 | 3/9/2018 |
|
|
|
| 2,158 | $86,473 |
| ||||
| 1,393 | 464 | 2/21/2019 | |||||||||||||
| 1,392 | 464 | 2/21/2020 | |||||||||||||
Arthur W. Mergner | 12,262 | 4.087 | 2/22/2018 | |||||||||||||
| 6,070 |
|
| $37.51 | 2/6/2019 |
|
|
|
|
| 3,165 | 1,055 | 2/21/2018 | |||
| 6,484 |
|
| $42.77 | 2/13/2022 |
|
|
|
|
| 3,164 | 1,055 | 2/21/2019 | |||
|
| 6,474 |
| $63.11 | 2/18/2023 |
|
|
|
|
| 3,164 | 1,055 | 2/21/2020 | |||
|
| 7,551 |
| $61.91 | 2/17/2024 |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||||||
F. Quinn Stepan | 0 |
|
| — | — |
|
|
|
| 0 | $0 |
| ||||
|
| 0 |
| — | — |
|
|
|
|
|
(2) | Reflects stock awards granted in February 2015 that vested in February 2018 based on the Company’s achievement of pre-established goals for the performance measurement period ended December 31, 2017. |
(3) | The market value of stock awards reported in this table is based on the $78.97 closing market price of the Company’s Common Stock on December 31, 2017. |
(4) | Reflects stock awards that will vest as set forth in the table below based on the Company’s achievement of pre-established performance goals. The number of shares that vest following the ROIC performance period ending December 31, 2018 will be determined based on the number of shares earned after the one-year Corporate Net Income measurement period ended December 31, 2016, with the shares earned increased or decreased based on the average ROIC achieved for the three-year period ending December 31, 2018. The number of shares that vest following the ROIC performance period ending December 31, 2019 will be determined based on the number of shares earned after the one-year Corporate Net Income measurement period ended December 31, 2017, with the shares earned increased or decreased based on the average ROIC achieved for the three-year period ending December 31, 2019. The number of shares reported for awards with a performance period ending December 31, 2018 is based on achieving Maximum performance because the Company exceeded Target Corporate Net Income performance in the applicable measurement period. The number of shares reported for awards with a performance period ending December 31, 2019 is based on achieving Target performance because the Company exceeded Threshold Corporate Net Income performance in the applicable measurement period. |
Name | Stock Awards (#) | Last Day of Performance Period |
F. Quinn Stepan, Jr. | 30,239 | 12/31/2018 |
12,574 | 12/31/2019 | |
Scott D. Beamer | 6,671 | 12/31/2018 |
2,978 | 12/31/2019 | |
Scott R. Behrens | 7,116 | 12/31/2018 |
3,309 | 12/31/2019 | |
Jennifer Ansbro Hale | 3,557 | 12/31/2018 |
1,456 | 12/31/2019 | |
Arthur W. Mergner | 7,116 | 12/31/2018 |
3,309 | 12/31/2019 | |
Scott C. Mason | 3,602 | 12/31/2018 |
2017 Option Exercises and Stock Vested
| Option Awards (1) |
| Stock Awards (2) | ||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (3) | |||||
F. Quinn Stepan, Jr. | 54,348 | $3,166,014 | 8,693 | $682,574 | |||||
Scott D. Beamer | — | — | 1,449 | $113,775 | |||||
Scott R. Behrens | 9,553 | $353,282 | 2,267 | $178,005 | |||||
Jennifer Ansbro Hale | — | — | — | — | |||||
Arthur W. Mergner | — | — | 1,449 | $113,775 | |||||
Scott C. Mason | — | — | 1,739 | $136,546 |
____________________
(1) |
|
(2) | The |
|
|
OPTION EXERCISES AND STOCK VESTED
| Option Awards | Stock Awards | ||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) |
F. Quinn Stepan, Jr. | — | $0 | — | $0 |
Scott D. Beamer | — | $0 | — | $0 |
John V. Venegoni | 4,408 | $79,234 | — | $0 |
Scott R. Behrens | — | $0 | — | $0 |
Scott C. Mason | — | $0 | — | $0 |
F. Quinn Stepan | — | $0 | — | $0 |
|
|
(3) | Based on the market value of the Company’s Common Stock |
PENSION BENEFITS2017 Pension Benefits
The pension values included in the table below are the present value of the benefits expected to be paid in the future.future under the Company’s Retirement Plan for Salaried Employees and the SERP. The amount of each future payment is based on the current accrued pension benefit. The Retirement Plans include both the Retirement Plan for Salaried Employees and the SERP,benefit and the values of the benefits issued under these plans are determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. The retirement age is the earliest unreduced retirement age as defined in each plan. Mr. Venegoni retired from the Company in September 2014 and commenced his pension benefits effective January 1, 2015. Further information regarding the Company’s Retirement Plans is provided above in the Compensation Discussion and Analysis.
For the Retirement Plan for Salaried Employees and the SERP componentsamounts included in the Present ValuesValue of Accumulated Benefit column, the normal retirement benefit is based on the following formula:
|
|
50% of final average earnings less 50% of the participant’s primary Social Security benefit multiplied by service up to 30 years divided by 30.
|
|
Normal Retirement: Age 65.
|
|
Early Retirement: Retirement before age 65 but after attaining age 55 and completing five years of vesting service. The normal retirement benefit is reduced by 0.33% per month for each month between the date on which payments begin and the date of the participant’s 63rd birthday. F. Quinn Stepan, Jr. is currently eligible for early retirement.
|
|
Service: Credited from date of hire to June 30, 2006, with a maximum of 30 years.
|
|
Final Average Earnings: Highest consecutive five years of base compensation during last ten years of service through June 30, 2006. This amount is limited for the Retirement Plan for Salaried Employees to the amount allowed by Code regulations.
The specific assumptions used in estimating the amounts in the Present ValuesValue of Accumulated Benefit column include:
|
|
Assumed Retirement Age: Pension benefits are assumed to begin at each participant’s earliest unreduced retirement age, but not before the participant’s current age. The earliest unreduced retirement age is 63 for both plans.
|
|
Discount Rate: The applicable discount rate as of December 31, 2017 was 3.7%.
Mortality Table: The mortality table used as of December 31, 2015, is the RP-2015 table (RP-2014 mortality table with scale MP-2014 improvements from 2006-2014 removed) projected forward generationally using MP-2015 improvement scale. The 2015 table has slightly higher mortality rates relative to the table used for 2014. The mortality table used as of December 31, 2016, is the RP-2016 table (RP-2014 mortality table with scale MP-2014 improvements from 2006-2014 removed) projected forward generationally using MP-2016 improvement scale. The 2016 table has slightly higher mortality rates relative to the table used for 2015. The mortality table used as of December 31, 2017 is the RP-2017 table (RP-2014 mortality table adjusted backward to 2006 with MP-2014 improvements) projected forward generationally using MP-2017 improvement scale. |
|
The information shown in the table below has been developed based on actuarial assumptions that the Company believes to be reasonable. Other actuarial assumptions could also be considered to be reasonable and would result in different values.
Name |
| Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) |
| Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||
F. Quinn Stepan, Jr. |
| Retirement Plan for Salaried Employees | 20.7 |
| $661,794 |
| $— |
|
| Retirement Plan for Salaried Employees | 20.7 |
| $774,652 |
| — |
|
|
| Supplemental Executive Retirement Plan | 20.7 |
| $772,042 |
| $— |
|
| Supplemental Executive Retirement Plan | 20.7 |
| $898,296 |
| — |
|
|
|
|
|
|
|
|
|
| ||||||||
Scott D. Beamer |
| Retirement Plan for Salaried Employees | N/A |
| N/A |
| N/A |
|
| Retirement Plan for Salaried Employees | N/A |
| N/A |
| N/A |
|
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
| ||||||||
|
|
|
|
|
|
|
|
| ||||||||
John V. Venegoni |
| Retirement Plan for Salaried Employees | 23.9 |
| $871,399 |
| $— |
| ||||||||
|
| Supplemental Executive Retirement Plan | 23.9 |
| $203,408 |
| $— |
| ||||||||
|
|
|
|
|
|
|
|
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
Scott R. Behrens |
| Retirement Plan for Salaried Employees | 13.4 |
| $153,628 |
| $— |
|
| Retirement Plan for Salaried Employees | 13.4 |
| $186,614 |
| — |
|
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
Jennifer Ansbro Hale |
| Retirement Plan for Salaried Employees | N/A |
| N/A |
| N/A |
| ||||||||
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
| ||||||||
Arthur W. Merger |
| Retirement Plan for Salaried Employees | 17.4 |
| $359,741 |
| — |
| ||||||||
|
|
|
|
|
|
|
|
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
Scott C. Mason |
| Retirement Plan for Salaried Employees | N/A |
| N/A |
| N/A |
|
| Retirement Plan for Salaried Employees | N/A |
| N/A |
| N/A |
|
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
| Supplemental Executive Retirement Plan | N/A |
| N/A |
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. Quinn Stepan |
| Retirement Plan for Salaried Employees | 30.0 |
| $873,773 |
| $72,661 |
| ||||||||
|
| Supplemental Executive Retirement Plan | 30.0 |
| $1,648,197 |
| $— |
|
NONQUALIFIED DEFERRED COMPENSATION2017 Nonqualified Deferred Compensation
Pursuant to the Company’s Management Incentive Plan, certain executives, including the NEOs, may defer annual incentive awards earned. Deferral elections are made by eligible executives in DecemberJune of each year for the amounts to be earned in the followingfor that year. An executive may defer all or a portion of his or her award pursuant to the provisions of the Management Incentive Plan. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which the executive may change as allowed under the Management Incentive Plan. Additional information regarding the Management Incentive Plan is included in the “Elements of Compensation” section of the Compensation Discussion and Analysis.
After an executive has elected to defer all or a portion of his or her annual incentive awards, no amounts can be paid until the executive has separated from service with the Company in accordance with the provisions of the Management Incentive Plan. At that time, benefits in the executive’s account shall be paid in a single sum or in substantially equal annual installments over 3, 5three, five or 10ten years, as elected by the executive.
Executives may also elect to defer receipt of all or a portion of certain incentive compensation payments in accordance with the Stepan Company Performance Award Deferred Compensation Plan.Plan (effective January 1, 2008) (the “Performance Award Deferred Compensation Plan”). Information regarding deferrals under the Management Incentive Plan and Performance Award Deferred Compensation Plan is included in the table below.
Name | Executive Contributions in Last Fiscal Year ($) (1) |
| Registrant Contributions in Last Fiscal Year ($) |
| Aggregate Earnings (Losses) in Last Fiscal Year ($) |
| Aggregate Withdrawals / Distributions ($) |
| Aggregate Balance at Last Fiscal Year-End ($) |
| Plan |
| Executive Contributions in Last Fiscal Year ($) (1) |
| Registrant Contributions in Last Fiscal Year ($) |
| Aggregate Earnings in Last Fiscal Year ($) |
| Aggregate Withdrawals/ Distributions ($) |
| Aggregate Balance at Last Fiscal Year-End ($) | ||||||||||||||||||||||
F. Quinn Stepan, Jr. | $— |
|
| $— |
|
| ($5,272,285) |
|
| $— |
|
| $8,522,931 |
|
| Management Incentive Plan |
|
| — |
|
|
|
| — |
|
|
|
| (162,353) |
|
|
| — |
|
|
|
| 7,947,223 |
|
| |||
|
| Performance Award Deferred Compensation Plan |
|
| 2,080,216 |
|
|
|
| — |
|
|
|
| (292,142) |
|
|
| — |
|
|
|
| 10,056,564 |
|
| |||||||||||||||||
Scott D. Beamer | $— |
|
| $— |
|
| $— |
|
| $— |
|
| $— |
|
| N/A |
|
| — |
|
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
| ||
John V. Venegoni | $— |
|
| $— |
|
| ($684,015) |
|
| $— |
|
| $2,562,516 |
| |||||||||||||||||||||||||||||
Scott R. Behrens | $— |
|
| $— |
|
| ($291,753) |
|
| $— |
|
| $464,688 |
|
| Management Incentive Plan |
|
| 65,240 |
|
|
|
| — |
|
|
|
| 5,492 |
|
|
|
| — |
|
|
|
| 908,879 |
|
| ||
|
| Performance Award Deferred Compensation Plan |
|
| 554,740 |
|
|
|
| — |
|
|
|
| (8,249) |
|
|
| — |
|
|
|
| 259,387 |
|
| |||||||||||||||||
Jennifer Ansbro Hale |
| N/A |
|
| — |
|
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
| ||||||||||||||||
Arthur W. Mergner |
| Management Incentive Plan |
|
| 93,438 |
|
|
|
| — |
|
|
|
| 69,548 |
|
|
|
| — |
|
|
|
| 759,726 |
|
| ||||||||||||||||
|
| Performance Award Deferred Compensation Plan |
|
| 554,740 |
|
|
|
| — |
|
|
|
| 938 |
|
|
|
| — |
|
|
|
| 115,607 |
|
| ||||||||||||||||
Scott C. Mason | $— |
|
| $— |
|
| $— |
|
| $— |
|
| $— |
|
| Management Incentive Plan |
|
| — |
|
|
|
| — |
|
|
|
| 53,017 |
|
|
|
| — |
|
|
|
| 458,855 |
|
| ||
F. Quinn Stepan | $— |
|
| $— |
|
| ($9,589,292) |
|
| $— |
|
| $26,862,980 |
|
____________________
(1) | Reflects |
In addition,Potential Payments upon Termination or Change in Control
Other than the Separation Agreement described below, the Company is presentinghas no contracts, agreements, plans or other arrangements with its executives that provide for payments to NEOs in connection with a termination or change in control. The Company may, however, occasionally enter into separation agreements with its executives at the time of the executive’s termination of employment that provide for severance payments or benefits.
In connection with Mr. Mason’s departure in August 2017, the Company and Mr. Mason entered into the Separation Agreement. Pursuant to the Separation Agreement, in consideration of Mr. Mason’s execution, delivery and non-revocation of a general release of claims and his continued compliance with the terms and conditions of the Separation Agreement, Mr. Mason was entitled to receive the following: (i) a cash amount equal to $397,232 (50% of which was to be paid in 2017 and 50% of which was to be paid in 2018), (ii) a prorated portion constituting 62.5% of any 2017 incentive bonus award under the Company’s Management Incentive Plan (As Amendedthat would otherwise have been payable to Mr. Mason under such plan had he remained employed with the Company through December 31, 2017, (iii) a prorated portion constituting 62.5% of any profit sharing award under the Company’s SIRP that would otherwise have been payable to Mr. Mason under such plan had he remained employed with the Company through December 31, 2017, and Restated Effective January(iv) accelerated vesting of stock option awards covering 3,832 shares and SARs awards covering 11,495 shares granted to Mr. Mason during the 2016 calendar year. Mr. Mason forfeited equity-based awards that were granted in 2017. Mr. Mason’s other equity-based awards were treated in accordance with the terms and conditions of the applicable Company plans and award agreements pursuant to which they were granted. The compensation that Mr. Mason received pursuant to the Separation Agreement is included in the Summary Compensation Table.
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of the Company’s median employee to the annual total compensation of F. Quinn Stepan, Jr., the Company’s Chairman and Chief Executive Officer. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For the fiscal year ended December 31, 2017:
The median of the annual total compensation of all employees of the Company, except the Chairman and Chief Executive Officer, was $105,414;
The annual total compensation of the Company’s Chairman and Chief Executive Officer was $3,694,371; and
The ratio of the median of the annual total compensation of all Company employees, other than the Company’s Chairman and Chief Executive Officer, to the annual total compensation of the Company’s Chairman and Chief Executive Officer was approximately 1 2015)to 35.
The Company chose December 31, 2017 as the date for stockholder approval atdetermining the employee population used to identify the median employee. The Company identified the median employee using the base salaries of all employees globally, converting local currency non-U.S. base salaries into U.S. dollars using December 29, 2017 exchange rates. Permanent employees who joined in 2017 and permanent employees who were on leave during 2017 were assumed to have worked for the entire year. The Company used base salaries to identify the median employee because the Company does not widely distribute annual equity awards to employees and because this 2015 Annual Meetingmeasure approximately reflects the total annual compensation of Stockholders (see Appendix Aemployees. The Company calculated the median employee’s and the summaryChairman and Chief Executive Officer’s annual total compensation consistent with the disclosure requirements for the Summary Compensation Table. For purposes of this calculation, the section “Approvalmedian employee’s annual total compensation consisted of Stepan Company Management Incentive Plan (As Amendedwages, premium pay (including overtime, holiday pay and Restated Effective January 1, 2015)”shift differential), paid time off, non-equity incentive plan compensation, change in this proxy statement).
pension value and retirement plan contributions.
Overview of Director Compensation Program
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. The Compensation and Development Committee annually reviews the adequacy and competitiveness of the amount of the annual retainer fee, Board committee chairmen fees, and stock awards, and makes adjustments as it deems appropriate.
Directors’ Fees
For the fiscal year ended December 31, 2014,2017, Directors who were not also employees of the Company (“Non-Employee Directors”) were paid an annual retainer fee (“Annual Director Retainer Fee”) of $75,000. In addition,$80,000. The Lead Independent Director was paid an additional annual fee of $15,000, the Chairman of the Audit Committee was paid an additional annual fee of $15,000,$20,000, the Chairman of the Compensation and Development Committee was paid an additional annual fee of $10,000,$15,000, and the Chairman of the Nominating and Corporate Governance Committee was paid an additional annual fee of $8,000.$10,000. No fees or other compensation for service as a Director were paid to Directors who arewere also employees of the Company.
Based upon a review of the benchmark information contained in the 2013-2014 National Association of Corporate Directors (NACD) Directors Compensation Report, the Company recommended and the Compensation and Development Committee approved a change to the current Nominating and Corporate Governance Committee Chair fee. Effective January 1, 2015, the annual Nominating and Corporate Governance Committee Chair fee will increase from $8,000 to $10,000.
Directors Deferred Compensation Plan
A Non-Employee Director at his election, may defer receipt of his Director compensation into one or more available investment options offered under the Stepan Company Directors Deferred Compensation Plan Amended(as amended and Restatedrestated as of January 1, 2012 (“Directors Deferred Plan”)2012). At the election of a Non-Employee Director, deferred payments generally may be made in shares of Company Common Stock or cash, depending upon the election made by the Non-Employee Director.
Stock Awards and Incentive Compensation Program for Non-Employee Directors
Pursuant to the 2011 Incentive Plan and upon the terms and conditions as determined by the Compensation and Development Committee, each Non-Employee Director serving as a Director of the Company on the date of the annual meeting of stockholders each year will be awarded an annual stock award for(“Annual Stock Award”). At the Non-Employee Director’s election, the Annual Stock Award is either delivery of shares of Common Stockdelivered at the time of the grant or at thedeferred. For 2017, each Non-Employee Director’s election, deferred receiptDirector serving as a Director of the annual stock award, upon the terms and conditions as determined by the Compensation and Development Committee (“Annual Stock Award”). For 2014, the Non-Employee DirectorsCompany on April 25, 2017 received an Annual Stock Award in the amount of $75,000 (1,2881,044 shares of Company Common Stock based upon the market price of $58.22 on April 29, 2014).Stock. The number of shares was determined by dividing $75,000$90,000 by $86.16, the average of the opening and closing priceprices of Common Stock on the day of grant. The Annual Stock Award vests immediatelyis vested upon grant and a Non-Employee Director, at his election, can defer receipt of the Annual Stock Award as provided in the 2011 Incentive Plan. Dividenddividend equivalents are paid on deferred Annual Stock Awards. The Non-Employee Directors did not receive any other stock option or stock grants in 2014.2017.
Based upon benchmark information contained in the 2013-2014 NACD Directors Compensation Report concerning equity compensation to Non-Employee Directors, the Company recommended no changesIn addition to the current $75,000 Annual Stock Award.
In addition,Awards, under the 2011 Incentive Plan, the Compensation and Development Committee is also permitted to make grants of stock options or additional stock awards to Non-Employee Directors at the times and in the amounts and subject to such other terms and conditions as determined by the Compensation and Development Committee in its sole discretion,discretion. The Compensation and Development Committee granted no such as outstanding Company performance. The last stock option was grantedawards in 2010. The 2011 Incentive Plan sets forth certain restrictions upon the exercise of stock options by Non-Employee Directors upon termination of their service by reason of death, disability, retirement or otherwise.
For 2014, the Annual Stock Award granted to a Non-Employee Director under the 2011 Incentive Plan is in addition to the Annual Director Retainer Fee and Board committee chairmen fees payable to the Non-Employee Director by the Company in cash or deferred compensation as discussed above.2017.
Non-Employee Directors’ Stock Ownership Policy
The Company maintains a Non-Employee Directors’ Stock Ownership Policy which requires each Non-Employee Director to own a minimum amount of Company Common Stock equivalent in value to five times the current Annual Director Retainer Fee paid by the Company.Fee. The following shares count towards the stock ownership requirements: (i) shares owned directly or by any immediate family member, (ii) shares owned indirectly as trustee or custodian for the benefit of children and family members, and (iii) shares
held in the Non-Employee Director’s deferred compensation plan accounts. Stock option grantsoptions do not count towards the stock ownership requirements unless actually exercised.
Each Non-Employee Directors haveDirector has five years from the date of theirhis initial election or appointment as a Director to achieve compliance with these stock ownership requirements. Typically, Non-Employee Directors meet their respective stock ownership requirement by making approximately 20 percent progress each year for five years. Compliance with the stock ownership policy for all Non-Employee Directors is reviewed on an annual basis. Currently, all Non-Employee Directors are either in full compliance with stock ownership requirements orrequirements; Non‑Employee Directors appointed over five years ago are in full compliance and Non-Employee Directors appointed within the last five years have made the requisite amount of progress towards full compliance. Any Non-Employee Director who is not in compliance with the required stock ownership level will not be eligible for any additional, discretionary grants of stock options or stock awards until compliance is achieved.
Hedging and Trading Restrictions
The Company has anCompany’s Insider Trading Policy which,also applies to Non-Employee Directors. This policy, among other things, prohibits Non-Employee Directors from hedging the economic risk of their stock ownership. This policy also prohibitsownership, short-selling of the Company’s securities. Among other restrictions, this policy also prohibitssecurities, or trading in the Company’s securities outside of trading window periods or without pre-clearance.
Retirement Plan for Non-Employee Directors
The Company has a non-qualified, non-funded retirement income plan for the benefit of the Non-Employee Directors (the “Director Retirement Plan”). The Director Retirement Plan provides for a benefit after ten years of service of 50 percent of the Annual Director Retainer Fee at retirement plus two percent for each year served on the Board of Directors in excess of ten years with a maximum 25 years credit in excess of ten years. Benefits commence at 70 years of age. Effective December 31, 2005, the Director Retirement Plan was amended to provide that no other individual shall become eligible to participate in the Director Retirement Plan. In addition, all benefit accruals were frozen for current participants effective December 31, 2005. Those Non-Employee Directors who were eligible to receive benefits under the Director Retirement Plan as of December 31, 2005, will receive such benefits.
None of the current Non-Employee Directors are eligible to receive any benefits under the Director Retirement Plan. However, the pension values for participants are the present value of the benefits expected to be paid under the Director Retirement Plan in the future. The amount of each future payment is based on each participant’s frozen accrued pension benefit in the Director Retirement Plan. The actuarial assumptions are the same as used in the Company’s financial statements. The retirement age is the earliest unreduced retirement age as defined in the Director Retirement Plan. The change in pension values has been developed based on actuarial assumptions that are considered to be reasonable. Other actuarial assumptions could also be considered to be reasonable and would result in different values. The change in pension values includes the effect of the time value of money for each Director being one year closer to the retirement age (70) for the Director Retirement Plan.
For the Director Retirement Plan components included in the present value calculation, the benefit is based on the following formula:
|
|
|
|
|
|
|
|
|
|
The specific assumptions used in estimating present values include:
|
|
|
|
|
|
2017 Director Compensation Table
The table below summarizes the compensation paid by the Company to Non-Employee Directors for the fiscal year ended December 31, 2014.
2017.
Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | Fees Earned | Stock Awards (2) | All Other Compensation (3) | Total | ||||||||||
Michael R. Boyce | $83,000 |
| $74,987 |
| $— |
| $— |
| $— |
| $— |
| $157,987 | $90,000 | $89,951 | — | $179,951 | ||||
Randall S. Dearth | $75,000 |
| $74,987 |
| $— |
| $— |
| $— |
| $— |
| $149,987 | $80,000 | $89,951 | — | $169,951 | ||||
Joaquin Delgado | $75,000 |
| $74,987 |
| $— |
| $— |
| $— |
| $— |
| $149,987 | $80,000 | $89,951 | — | $169,951 | ||||
Gregory E. Lawton | $85,000 |
| $74,987 |
| $— |
| $— |
| $— |
| $— |
| $159,988 | $95,000 | $89,951 | — | $184,951 | ||||
Jan Stern Reed | $80,000 | $89,951 | — | $169,951 | |||||||||||||||||
F. Quinn Stepan | $80,000 | $89,951 | $30,177 | $200,128 | |||||||||||||||||
Edward J. Wehmer | $90,000 |
| $74,987 |
| $— |
| $— |
| $— |
| $— |
| $164,987 | $115,000 | $89,951 | — | $204,951 |
|
____________________
(1) | F. Quinn Stepan, Jr., the Company’s |
(2) | Reflects |
(3) |
|
APPROVAL OF STEPAN COMPANY MANAGEMENT INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015)
BACKGROUND
The Board of Directors recommends that the stockholders approve the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2015) (the “2015 Management Incentive Plan”), which was adopted by the Board of Directors on February 24, 2015, subject to stockholder approval. If approved by the stockholders at this 2015 Annual Meeting of Stockholders, the 2015 Management Incentive Plan would be effective January 1, 2015. A copy of the 2015 Management Incentive Plan is included as Appendix A and the following description is qualified in its entirety by reference to the 2015 Management Incentive Plan.
The 2015 Management Incentive Plan amends and restates in its entirety the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2010) (the “2010 Management Incentive Plan”), which was approved by stockholders at the Company’s 2009 Annual Meeting of Stockholders.
Stockholder approval of the 2015 Management Incentive Plan is intended to provide the Company with the ability to potentially preserve the tax deductibility of annual cash incentive awards paid to eligible executive officers under Section 162(m) of the Code. In addition, the 2015 Management Incentive Plan makes certain other substantive and non-substantive changes as further described below. Outstanding Awards under the 2010 Management Incentive Plan will continue in effect in accordance with their terms.
SUMMARY OF MATERIAL CHANGES FROM 2010 MANAGEMENT INCENTIVE PLAN
Increase in Maximum Award Limit. The 2015 Management Incentive Plan increases the maximum limit on the amount of incentive awards that may be granted to a participant under the 2015 Management Incentive Plan during any year from the lesser of $1,500,000 or 150% of the participant’s base salary to thelesser of $2,000,000 or 200% of the participant’s base salary.
Change to Deadline for Deferral Election. The 2015 Management Incentive Plan extends the deadline for making deferral elections with respect to Awards thereunder from December 31 of the calendar year immediately before the calendar year for which the Award is made to June 30 of the calendar year for which such Award is made.
Conversion of Deferred Award into Share Units of Company Common Stock. The 2015 Management Incentive Plan provides that the amount of a deferred Award that the participant elects to be credited to the Company Stock Account will be converted into the number of share units equal to the number of shares of the Company’s common stock that the amount of the deferred Award would purchase based on the closing market price of such stock on the New York Stock Exchange on the day the Award is allocated. Previously, the 2010 Management Incentive Plan had based the number of shares of the Company’s common stock that the amount of the deferred Award would purchase on the average of the opening and closing market prices of the Company’s common stock for the calendar day on which the Award was declared.
Permissible Changes to General Investment Account Investment Fund Selection. The 2015 Management Incentive Plan permits a participant to change the investment fund selection for the portion of a deferred Award credited to the participant’s General Investment Account on a daily basis, as opposed to on a quarterly basis, as permitted under the 2010 Management Incentive Plan.
Permissible Transfers of Pre-2007 Deferrals from the Company Stock Account. The 2015 Management Incentive Plan permits a participant, subject to the Company’s Insider Trading Policy, to transfer all or a portion (in one percent increments) of the participant’s pre-2007 Company Stock Account balance to the General Investment Account at any time. Under the 2010 Management Incentive Plan, such transfers had been restricted to being made effective as of the last day of the calendar quarter.
Distribution Election Changes. Under the 2015 Management Incentive Plan, participants will be permitted to make a new election as to the form of payment for each calendar year’s Award deferral. Previously, under the 2010 Management Incentive Plan, a participant’s initial form of payment election applied to all Awards deferred for future calendar years until the participant was permitted to make a new election beginning at age 50.
Authority to Fund through a Rabbi Trust. The 2015 Management Incentive Plan permits, but does not require, the Company to establish a grantor trust or similar mechanism to fund the Company’s obligations under the 2015 Management Incentive Plan.
SUMMARY OF THE OTHER MATERIAL TERMS OF THE 2015 MANAGEMENT INCENTIVE PLAN
Purpose
The 2015 Management Incentive Plan is a nonqualified deferred compensation plan that allows participants to elect to defer all or a portion of their compensation earned under this plan. The Board of Directors believes that the 2015 Management Incentive Plan will promote the financial interests of the Company by attracting and retaining qualified persons in executive and other managerial positions and to provide them with an additional incentive to contribute to the success of the Company by further aligning the interests of these persons with those of the Company’s stockholders. The 2015 Management Incentive Plan is intended to qualify under the performance-based compensation exemption of Code Section 162(m)(4)(C).
Administration
The Compensation and Development Committee of the Board of Directors (the “Committee”) will have the authority to administer the 2015 Management Incentive Plan. None of the members of the Committee is eligible to receive Awards under the 2015 Management Incentive Plan.
Participation
The individuals eligible to receive an incentive award (the “Award”) for any calendar year are those executive, managerial and key employees of the Company, including its subsidiaries, selected by the Committee or its designee. An individual will be considered a Participant in the 2015 Management Incentive Plan upon this selection by the Committee. The Committee has selected 193 executive, managerial and key employees of the Company as eligible to receive an Award for 2015. Notwithstanding the foregoing, a Participant must be employed by the Company or an Affiliate (as defined in the 2015 Management Incentive Plan) on December 31 of a calendar year to receive an Award for such year, except that a Participant whose employment with the Company and its affiliates terminates during a calendar year because of his or her death, disability, or retirement may not be prevented from being eligible, within the discretion of the Committee, for the earned Award to which the Participant would otherwise be entitled prorated based on his or her actual period of employment during such year.
Awards
The Committee will determine the amount of an Award for any year, subject to the provisions described below, which will be based upon the performance of the Company or a subsidiary, the performance of the Participant’s department (if relevant), and/or the performance of the Participant. The amount of an Award to any Participant for any calendar year may not exceed 200% of the amount of the actual base salary payable to the Participant by the Company and its subsidiaries for that calendar year (the “Base Salary”). An Award to a Participant for any calendar year will be paid to or on behalf of the Participant, in cash, as soon as practicable (and no later than March 15) after the close of the calendar year for which the Award is made except if deferred, as described below. An Award is considered made or granted for the calendar year in which the services entitling the Participant to the Award are performed.
Awards for Certain Designated Participants
Awards granted under the 2015 Management Incentive Plan for any calendar year to Participants who are Covered Employees for that calendar year will be subject to the provisions of pre-established performance goals (the “Performance Goals”) described below. Eligibility for participation in the 2015 Management Incentive Plan of Covered Employees for Awards for a calendar year is limited to those executive, managerial and key employees of the Company, including its subsidiaries, selected by the Committee. The Committee may not modify the terms of Awards to such Participants except as specifically set forth in the 2015 Management Incentive Plan. For purposes of the 2015 Management Incentive Plan, “Covered Employee” means, for any calendar year, a Participant designated by the Committee prior to the grant of an Award for that year who is or may be a “covered employee” within the meaning of Code Section 162(m)(3) for the year in which that Award would be payable and for whom the Committee intends amounts payable with respect to that Award to qualify under the performance-based compensation exemption of Code Section 162(m)(4)(C). Earned Awards for Covered Employees are intended to satisfy the performance-based compensation exemption under Code Section 162(m)(4)(C) and the related regulations.
Award Opportunities. On or before the 90th day of any calendar year, and before 25% or more of the calendar year has elapsed, the Committee will establish in writing the Awards and the specific Performance Goals for the calendar year. The payment of such Awards (the “Covered Employee Incentive Awards”) to Participants who may be Covered Employees for that calendar year will be conditioned upon the attainment of those Performance Goals. A Covered Employee Incentive Award will be based upon a percentage of the Participant’s Base Salary designated by the Committee at the time the Award is granted, which percentage need not be the same for each Participant (the “Target Incentive Award”). The extent, if any, to which a Covered Employee Incentive Award will be
payable will be based solely upon the degree of achievement of pre-established Performance Goals over the specified calendar year, provided, however, that the Committee may, in its sole discretion, reduce or eliminate the amount which would otherwise be payable with respect to a calendar year.
Performance Goals. The Performance Goals established by the Committee at the time a Covered Employee Incentive Award is granted will be based on one or more business or financial measures relating to the Company, one or more of its subsidiaries, or one or more business or functional units thereof. Performance Goals must be limited to specified levels of or relative Company performance in: earnings per share, market share, stock price, sales, costs, capital expenditures, revenue, net operating income, net income, corporate net income, net income per share, cash flow, corporate free cash flow, retained earnings, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), return on equity, return on capital, return on invested capital, corporate return on invested capital, return on assets, return on total assets employed, total shareholder return, shareholder value analysis, results of customer satisfaction surveys, aggregate product price and other product price measures, safety record, operating and maintenance cost management, operating earnings, operating earnings per share, environmental standards or compliance, economic value added, margins, and measures of employee satisfaction or engagement. All Performance Goals must be objective performance goals satisfying the requirements for “performance-based compensation” within the meaning of Code Section 162(m)(4).
At the time of establishing a Performance Goal, the Committee will specify the manner in which the Performance Goal will be calculated. In so doing, the Committee may exclude the impact of certain specified events from the calculation of the Performance Goal, such as subsequent changes in accounting standards. Such Performance Goals also may be based on the attainment of specified levels of performance of the Company, one or more subsidiaries, or one or more business or functional units thereof, under one or more of the measures described above relative to the performance of other corporations or indices.
Payment of an Earned Covered Employee Incentive Award. At the time the Covered Employee Incentive Award is granted, the Committee will prescribe in writing a formula to determine the percentage of the Target Incentive Award (which may exceed 100%) which may be payable based upon the degree of attainment of the Performance Goals during the calendar year. If the minimum level of achievement of the Performance Goals established by the Committee is not met, no payment will be made to a Participant who is a Covered Employee. To the extent that the minimum level of achievement of the Performance Goals is satisfied or surpassed, and upon written certification by the Committee that the Performance Goals have been satisfied to a particular extent and any other material terms and conditions of the Covered Employee Incentive Awards have been satisfied, payment of an earned Covered Employee Incentive Award will be made, in cash, as soon as practicable (and no later than March 15) after the close of the calendar year for which the Award is granted, or deferred in accordance with the Participant’s election as described below, unless the Committee determines, in its sole discretion, to reduce or eliminate the payment to be made.
Maximum Payable. The maximum amount of a Covered Employee Incentive Award payable to a Covered Employee under the 2015 Management Incentive Plan for any calendar year is $2,000,000 or, if less, 200% of the Participant’s Base Salary.
Effect of Section 162(m). Section 162(m) of the Code generally disallows a deduction for certain compensation paid to the Company’s Covered Employees in a taxable year to the extent that compensation to a covered employee exceeds $1 million for such year. If annual cash incentive awards under the 2015 Management Incentive Plan qualify as “qualified performance-based compensation” for purposes of Section 162(m) of the Code, then the Company may be able to receive a federal income tax deduction for that compensation. While the Company believes it is in the Company’s and its stockholders’ best interests to have the ability to potentially grant qualified performance-based compensation under Section 162(m) of the Code under the 2015 Management Incentive Plan, it may decide to grant compensation that will not qualify as qualified performance-based compensation for purposes of Section 162(m) of the Code. Moreover, even if the Company intends to grant compensation that qualifies as qualified performance-based compensation for purposes of Section 162(m) of the Code under the 2015 Management Incentive Plan, it cannot guarantee that such compensation will so qualify or ultimately will be deductible by the Company.
The Committee has developed an executive compensation program that generally determines a significant level of compensation based on the achievement of performance goals. With respect to annual cash incentive awards, in order to satisfy the qualified performance-based compensation exception to the deduction limitation of Section 162(m) of the Code, the payout of the award must be contingent solely on the attainment of one or more performance goals determined by a committee of two or more outside directors for purposes of Section 162(m) of the Code. The award must also be granted pursuant to a stockholder approved plan containing (1) the material terms of the performance criteria pursuant to which the performance goals may be established, (2) identification of the individuals eligible to receive awards under the plan, and (3) a specified limit on the maximum awards that a participant may receive within a certain time period or periods under the plan. Stockholder approval of the 2015 Management Incentive Plan is intended to satisfy the stockholder approval requirements under Section 162(m) of the Code.
The Company is seeking stockholder approval of the 2015 Management Incentive Plan and its material terms, including the individuals eligible to receive awards, performance measures and individual grant limit under the 2015 Management Incentive Plan, to have the flexibility to potentially grant performance-based awards under the 2015 Management Incentive Plan that may be fully deductible for federal income tax purposes. If the stockholders approve the 2015 Management Incentive Plan and the material terms for qualified performance-based compensation under the 2015 Management Incentive Plan, assuming that all other Section 162(m) requirements are met, the Company may be able to obtain tax deductions with respect to awards issued under the 2015 Management Incentive Plan to its Covered Employees without regard to the limitations of Section 162(m) through the 2020 Annual Meeting of Stockholders (i.e., for five years). If stockholders do not approve the 2015 Management Incentive Plan, the 2015 Management Incentive Plan will not be used for awards, and the Company generally will be limited in its ability to deduct performance-based compensation for purposes of Section 162(m) of the Code.
New Plan Benefits
The following New Plan Benefits table lists (i) each NEO, (ii) all of the Company’s NEOs and current executive officers as a group, (iii) all of the Company’s eligible non-employee directors as a group, and (iv) all other current employees who are not executive officers as a group, indicating the Threshold, Target and Maximum amounts of the 2015 annual incentive awards that have been approved by the Committee under the 2015 Management Incentive Plan for each of the foregoing, subject to stockholder approval of the 2015 Management Incentive Plan:
Name | Threshold ($) | Target ($) | Maximum ($) | |
F. Quinn Stepan, Jr. – President and Chief Executive Officer | 0 | 800,000 | 1,600,000 | |
Scott D. Beamer – Vice President and Chief Financial Officer | 0 | 195,000 | 390,000 | |
John V. Venegoni – Vice President and General Manager, Surfactants (1) | 0 | 0 | 0 | |
Scott R. Behrens – Vice President and General Manager, Surfactants | 0 | 189,000 | 378,000 | |
Scott C. Mason – Vice President, Global Supply Chain | 0 | 199,800 | 399,600 | |
F. Quinn Stepan – Chairman | 0 | 375,000 | 750,000 | |
NEOs and Current Executive Officers as a Group (8 individuals) | 0 | 2,204,600 | 4,409,200 | |
Current Non-Employee Directors as a Group (0 individuals) | 0 | 0 | 0 | |
Eligible Non-Executive Officer Employees As a Group (185 individuals) | 0 | 8,300,955 | 10,985,080 | |
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Deferrals
Elections. Subject to the terms and conditions of the 2015 Management Incentive Plan, a Participant may elect to defer the payment of all or any portion of an Award, including a Covered Employee Incentive Award, granted to the Participant under the 2015 Management Incentive Plan for any calendar year by submitting a request (a “Deferral Request”) with the Committee or its designee in such form that it may require. Unless the Participant is newly eligible to participate in the 2015 Management Incentive Plan, such Deferral Request must be filed with and accepted by the Committee no later than June 30 of the calendar year for which such Award is made and may be made only by Participants who have performed services for the Company continuously from the later of January 1 of the calendar year for which the Award is made or the date the Committee establishes the Performance Goals for the Award. A Participant’s Deferral Request for any calendar year must designate the amount of the Award to be deferred and will become irrevocable as of midnight on June 30 of the calendar year for which the Award is made.
Accounts. Subject to the terms and conditions of the 2015 Management Incentive Plan, an Award that is deferred as described in the previous paragraph will be credited, as elected by the Participant in the Deferral Request, to a Company stock account or the general investment account maintained by the Company for the Participant. Any portion of an Award allocated to the Participant’s stock account will be credited with the number of share units equal to the number of shares of the Company’s common stock that the amount of the Award would purchase based on the closing market price of such stock on the New York Stock Exchange for the calendar day on which the Award is allocated. Any portion of an Award allocated to the Participant’s investment account will be invested as soon as reasonably possible after the date the Award is declared by the Committee in an investment fund selected by the Participant, with the consent of the Committee, specified in the Deferral Request for such Award.
Payments. A Participant may elect to receive payments for deferred Awards from his or her account in equal annual installments for a three-, five- or ten-year period or in a single lump sum. Payment will be made or commence, as applicable, in February of the first calendar year following the year in which the Participant’s employment with the Company or its subsidiaries terminates for any reason, except due to death, or for Awards earned for 2016 and later years, March 1 of the calendar year following the performance
period, if later. A Participant’s distribution election may be modified at the times and in the manner set forth in the 2015 Management Incentive Plan. All amounts credited to a Participant under the 2015 Management Incentive Plan will be paid in cash, except for amounts credited to the Participant’s stock account with respect to certain deferred Awards that may at the Participant’s election or must be paid in shares of the Company’s common stock, as set forth in the 2015 Management Incentive Plan.
Withholding
The Company may deduct from all amounts paid pursuant to the 2015 Management Incentive Plan any taxes required by law to be withheld with respect to such amounts. Notwithstanding any other provision of the 2015 Management Incentive Plan, the Company does not guarantee any particular tax result for any Participant or beneficiary with respect to participation in or payments under the 2015 Management Incentive Plan, and each Participant or beneficiary will be responsible for any taxes imposed on the Participant or beneficiary with respect to such participation or payments under the 2015 Management Incentive Plan.
Adjustments
In the event of a stock dividend, stock split, issuance of additional shares, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change affecting the Company’s common stock, the number of share units equal to the number of shares of the Company’s common stock that have been credited to Participants’ stock accounts under the 2015 Management Incentive Plan will be automatically adjusted by the Committee to preserve each Participant’s proportionate interest immediately prior to such corporate change.
Amendment and Termination
The Board of Directors may from time to time amend the 2015 Management Incentive Plan in such respects as it deems advisable and may terminate the 2015 Management Incentive Plan at any time, provided, however, that no such amendment or termination may adversely affect any right or obligation with respect to any Award previously made under the 2015 Management Incentive Plan or cause any amount deferred pursuant to the 2015 Management Incentive Plan to be included in gross income or subject to additional tax and interest under Code Section 409A(a)(1). Additionally, no amendment may be made without stockholder approval if such approval is necessary to comply with law, regulatory requirements or the rules of any exchange or automated quotation system upon which the shares of the Company’s common stock are listed or quoted.
Transferability
The interest of a Participant under the 2015 Management Incentive Plan is not subject to the claims of his or her creditors and may not be assigned, transferred, alienated, pledged or encumbered.
Source of Benefits
The 2015 Management Incentive Plan is an unfunded plan. The Company is not required to establish a trust or otherwise fund its obligations to Participants under the 2015 Management Incentive Plan in any way, although the Company may establish a grantor trust or similar mechanism through which obligations under the 2015 Management Incentive Plan may be funded. Amounts payable under the 2015 Management Incentive Plan will be paid solely from the Company’s general assets unless the Company elects to fund its obligations through a grantor trust or similar mechanism. The deferred portions of Awards under the 2015 Management Incentive Plan are maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and, therefore, exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
Code Section 409A
It is intended that the 2015 Management Incentive Plan (including any amendments thereto) comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts accrued hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise be actually distributed or made available to Participants. The 2015 Management Incentive Plan will be interpreted, construed and administered in a manner that will comply with Code Section 409A, including final regulations or any other guidance issued by the Secretary of the Treasury and the IRS with respect thereto.
REQUIRED VOTE FOR APPROVAL
The approval by the affirmative votes of the holders of a majority of the outstanding shares of Common Stock present, or represented by proxy, and entitled to vote at the meeting is necessary for the approval of the 2015 Management Incentive Plan.
PROPOSAL: The Board of Directors recommends a vote FOR the approval of the Stepan Company Management Incentive Plan (As Amended and Restated Effective January 1, 2015).
PROPOSAL NO. 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
As required under the Dodd-Frank Act and Section 14A of the Securities Exchange Act, of 1934 (the “Exchange Act”), the Company is including in this proxy statement a non-binding advisory vote regarding compensation of the Company’s NEOs. TheEach year, the Company asks annually for the stockholders to indicate their approval of the compensation paid to the Company’s NEOs asNEOs. The compensation paid in 2017 is described in this proxy statement under the heading “Executive Compensation,” which includesin the Compensation Discussion and Analysis as well as the compensation tables and related narratives included elsewhere in this proxy statement.narratives. Those sections describe the Company’s NEO compensation programs and the rationale behind the decisions made by the Compensation and Development Committee.
This Say-on-Pay vote provides stockholders with the opportunity to express their views about the compensation paid to the Company’s NEOs as described in this proxy statement. A stockholder may vote “FOR” or “AGAINST” the resolution or may “ABSTAIN” from voting on the resolution. Approval of this proposal requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote at the annual meeting. The result of the Say-on-Pay vote will not be binding on the Company or the Board of Directors. However, the Board of Directors values the views of the Company’s stockholders and will review the voting results and take them into consideration when making future decisions regarding compensation of the Company’s NEOs. At the 20142017 Annual Meeting of Stockholders, the Company’s executive compensation was approved by approximately 90%97% of the votes cast at the meeting on the advisory Say-on-Pay vote.proposal. The Board of Directors and the Compensation and Development Committee considered these voting results when they made decisions regarding the compensation of the Company’s NEOs. Unless the Board of Directors modifies its determination on the frequency of future Say-on-Pay votes, the next such advisory vote will be held at the 2019 annual meeting of stockholders.
The Board of Directors believes that the Company’s executive compensation program is appropriately designed and is operating effectively to compensate the Company’s NEOs based on achievement of annual and long-term performance goals that are aligned with enhanced stockholder value. As described in the Compensation Discussion and Analysis, the Company’s objectives for its compensation program, including the compensation program for the NEOs, are as follows:
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motivate employees to achieve and maintain a high level of performance, and drive results that will help the Company achieve its goals;
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align the interests of our employees with the interests of our stockholders;
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provide for market-competitive levels of compensation; and
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attract and retain employees of outstanding ability.
In support of these objectives, the Compensation and Development Committee follows these guiding principles for setting and awarding NEO executive compensation:
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Pay for Performance. The basic premise of the Company’s NEO compensation philosophy is to pay for performance. The Company’s intention is to foster a performance-driven culture with competitive total compensation as a key driver for executive employees. Compensation levels commensurate with Company performance align the interests of the Company’s NEOs with the interests of the Company’s stockholders. For 2017, incentive pay was directly connected to Company and individual performance. See both the “Short-Term Incentive Compensation” and the “Long-Term Incentive Compensation” sections in the Compensation Discussion and Analysis of this proxy statement for a discussion on the connection between Company performance and compensation levels for each incentive compensation component.
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Competitive Compensation. Base salaries were surveyed and determined to be consistent with similar positions in similar industries. The Company believes that the level of 2017 executive compensation offered as part of its total reward components was necessary to attract and retain talented NEOs. See the “Compensation Peer Group and Survey Data” section in the Compensation Discussion and Analysis of this proxy statement for a description of the process used for comparing the Company’s compensation programs with those of the Company’s peers.
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Equity-Based Compensation Aligns the Company with the Interests of Stockholders. The Compensation and Development Committee has designed the compensation for NEOs to depend on the achievement of objective performance goals that drive, and are aligned with, stockholder value. Information related to the amount of NEO compensation that is paid as stock options, SARs and performance shares is described in the “Long-Term Incentive Compensation” section in the Compensation Discussion and Analysis of this proxy statement.
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Stock Ownership Policy. The Company maintains a stock ownership policy because it believes that ownership of Company stock by key executives is desirable in order to focus both short-term and long-term decision-making on the best interests of the Company and its stockholders. See the “Stock Ownership Policy” section in the Compensation Discussion and Analysis of this proxy statement for a more detailed description of this policy.
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Reasonable and Limited Perquisites and Other Benefits. The limited amount of benefits and perquisites offered to the NEOs is common with companies in our industry and is reasonable in both nature and amount.
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No Severance/Change-in-Control Agreements. None of the NEOs have any arrangement that provides for severance payments. Additionally, none of the NEOs are entitled to payment of any benefits upon a change-in-control.
As summarized above, the compensation earned by the Company’s NEOs for 20142017 was aligned with both the Company’s pay for performance philosophy and 20142017 Company performance. For the reasons discussed above and elsewhere in this proxy statement, the Board of Directors recommends that the stockholders vote to approve the following resolution:
RESOLVED, that on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement,pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narratives,narrative discussion, is hereby APPROVED.
PROPOSAL: The Board of Directors recommends that the stockholders vote FOR the approval of the above resolution relating to the compensation of the Company’s NEOs.
REPORT OF THE AUDIT COMMITTEE REPORT
In 2014,2017, the Company’s Audit Committee was comprised of the following Non-Employee Directors: Messrs.Mr. Boyce, Mr. Dearth, Dr. Delgado, Mr. Lawton, Ms. Reed and Mr. Wehmer. Each of these Directors satisfies the New York Stock Exchange’s rules for independence. During 2014,2017, Mr. Wehmer served as Chairman of the Audit Committee.
The Audit Committee has:
(a) | reviewed and discussed with management and Deloitte, |
(b) | discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. |
(c) | received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB regarding the independent accountant’s communications with the |
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Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the Company’s audited financial statements as of and for the year ended December 31, 2014,2017 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2017.
Michael R. Boyce
Randall S. Dearth
Joaquin Delgado
Gregory E. Lawton
Jan Stern Reed
Edward J. Wehmer
AUDIT COMMITTEE
The information contained in the Report of the Audit Committee above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
ACCOUNTING AND AUDITING MATTERSPROPOSAL NO. 3: RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP
Upon the recommendation of itsThe Audit Committee the Board of Directors has selected Deloitte as the independent registered public accounting firm for the Company for 2015. In connection with2018. Stockholder ratification of the auditsselection of Deloitte as the Company’s independent registered public accounting firm for 2018 is not required by our By-laws or otherwise. However, the two most recent fiscal years, there have been no disagreements withBoard of Directors is submitting the selection of Deloitte on anyfor stockholder ratification as a matter of good corporate governance practice. The Audit Committee will take the results of the stockholder vote regarding Deloitte’s appointment into consideration in future deliberations. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,firm at any time if not resolved toit determines that such a change would be in the satisfaction of Deloitte, would have caused Deloitte to make reference thereto in connection with its report on the financial statementsbest interests of the Company for such time periods. Also during those time periods, there have been no “reportable events,” as such term is used in Item 304(a)(1)(v) of Regulation S-K.
Deloitte’s reports on the financial statements of the Company for the last two years contained neither an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.and its stockholders.
Representatives of Deloitte are expected to be present at the 20152018 Annual Meeting of Stockholders with the opportunity to make a statement, if they desire to do so, and to be available to respond to appropriate questions from the stockholders.
PROPOSAL: Upon the recommendation of itsthe Audit Committee, the Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of Deloitte as the independent registered public accounting firm for the Company and its subsidiaries for fiscal year 2015.2018.
Independent Registered Public Accounting Firm Fees
The following table presents fees for professional audit services rendered by Deloitte for the audit of the Company’s annual financial statements for the years ended December 31, 2014,2017, and December 31, 2013,2016, and fees billed for other services rendered by Deloitte during those periods:
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| 2014 |
| 2013 |
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| 2017 |
| 2016 |
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Audit Fees (a) |
| $ | 1,411,500 |
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| $ | 1,323,200 |
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| $1,444,900 |
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| $1,379,100 |
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Audit-Related Fees (b) |
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| 0 |
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| 0 |
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| $131,000 |
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| — |
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Tax Fees (c) |
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| 326,200 |
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| 282,200 |
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| $404,100 |
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| $243,800 |
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All Other Fees (d) |
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| 2,600 |
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| 16,200 |
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| $2,700 |
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| $2,600 |
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Total |
| $ | 1,740,300 |
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| $ | 1,621,600 |
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| $1,982,700 |
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| $1,625,500 |
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(a) | Audit services consist of the audit of the Company’s annual consolidated financial statements, the review of the Company’s quarterly consolidated financial statements, the audit of internal controls over financial reporting as required by the |
(b) | Audit-Related Fees in 2017 consist of accounting and tax due diligence services in connection with acquisition activities. The amount shown also includes fees paid to Deloitte by one of the Company’s employee benefit plans in connection with an audit of the plan. Such fees amounted to approximately $16,900 in 2017. There were no Audit-Related Fees in |
(c) | Tax Fees for |
(d) | All Other Fees consist of an annual subscription fee for an online accounting research tool licensed from Deloitte in |
Pre-Approval Policy
The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy requiring the pre-approval of all audit, audit-related, and permissible non-audit services provided by the independent registered public accounting firm. A copy of this policy is available at no charge upon written request to the Secretary of the Company. The policy provides guidance to management as to the specific services that the independent registered public accounting firm may perform for the Company. The policy requires that a description of the services expected to be performed by the independent registered public accounting firm, together with an estimate of fees, be provided to the Audit Committee for approval on an annual basis. The scope of these services is carefully considered by the Audit Committee to ensure such services are consistent with theapplicable rules of the SEC on auditor independence.
Any requests for audit, audit-related, and non-audit services not previously authorized must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted.pre-approval. Normally, pre-approval is provided at regularly scheduled Audit Committee meetings. However, the policy delegates to the Chairman or another designated member of the Audit Committee Chairman, the authority to grant specific pre-approval between meetings provided that the Chairman or designated member reports any pre-approval decision to the Audit Committee at
its next regularly scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve permitted services of the independent registered public accounting firm.
All of the services related to the Audit-Related Fees, Tax Fees and All Other Fees described above, if any, were approved by the Audit Committee in accordance with its pre-approval requirements.
20162019 STOCKHOLDER PROPOSALSAND DIRECTOR NOMINATIONS
In order for proposals from Company stockholders to be included in the Proxy Statement and Form of Proxy for the 20162019 Annual Meeting of Stockholders, in accordance with SEC Rule 14a-8, the Company must receive the proposals at its administrative offices at Edens Expressway and Winnetka Road, Northfield, Illinois 60093, no later than November 27, 2015.
A stockholder that intends to present business at the 2016 Annual Meeting of Stockholders other than pursuant to Rule 14a-8 must comply with the requirements set forth in the Company’s By-laws. Among other things, to properly bring business before an annual meeting (other than director nominations), a stockholder must give written notice containing the information required by the Company’s By-laws, which must be received by the Secretary of the Company not later than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. Therefore, because the 2015 Annual Meeting of Stockholders is scheduled for April 28, 2015, the Company’s Secretary must receive the requisite notice and information for a stockholder proposal submitted other than pursuant to Rule 14a-8 no later than January 29, 2016.2018.
A stockholder that intends to nominate a candidate for election as a directorDirector or to present business at the 20162019 Annual Meeting of Stockholders other than pursuant to Rule 14a-8 must comply with the requirements set forth in the Company’s By-laws. Among other things, a stockholder must give written notice containing the information required by the Company’s By-laws, which must be received by the Secretary of the Company not later than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. Therefore, because the 20152018 Annual Meeting of Stockholders is scheduled for April 28, 2015,24, 2018, the Company’s Secretary must receive the requisite notice and information for a nomination of a candidate for directorDirector or a stockholder proposal submitted other than pursuant to Rule 14a-8 no later than January 29, 2016.24, 2019.
In the event the 20162019 Annual Meeting of Stockholders is called for a date that is not within 30 days before or after the anniversary date of the 20152018 Annual Meeting of Stockholders, then the foregoing notices required by the Company’s By-laws, to be timely, must be received not later than the close of business on the tenth day following the date on which notice of the 20162019 Annual Meeting of Stockholders is first given to stockholders or public disclosure of such meeting is made, whichever first occurs.
COMMUNICATIONS FOR ALL INTERESTED PARTIES
All interested parties may communicate directly with the Board of Directors, Non-Employee Directors or specified Directors of the Company by submitting all communications in writing to the Chairman of the Nominating and Corporate Governance Committee, Chairman, c/o Secretary’s Office, Stepan Company, Edens Expressway and Winnetka Road, Northfield, Illinois 60093. The Secretary delivers all correspondence to the Chairman of the Nominating and Corporate Governance Committee Chairman without first screening the correspondence.
ANNUAL REPORT TO STOCKHOLDERS
The Company has filed an Annual Report on Form 10-K for the year ended December 31, 2017 with the SEC. Stockholders may obtain, free of charge, a copy of the 2017 Annual Report on Form 10-K by writing to Stepan Company, Secretary’s Office, Edens Expressway and Winnetka Road, Northfield, Illinois 60093. Copies of exhibits will be provided upon request and payment of a nominal fee equal to the Company’s expense in furnishing such exhibits. The Company’s 2017 Annual Report on Form 10-K is also available at http://www.edocumentview.com/SCL.
By order of the Board of Directors,
KATHLEEN O. SHERLOCK
Assistant JENNIFER ANSBRO HALE
Secretary
Northfield, Illinois
March 29, 2018
March 26,
Explanations of GAAP and Non-GAAP Financial Measures
The Company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful for evaluating the Company’s operating performance and provide better clarity on the impact of non-operational items. Internally, the Company uses certain non-GAAP information as an indicator of business performance and evaluates management’s effectiveness with specific reference to these indicators. In addition, the Compensation and Development Committee of the Company’s Board of Directors uses certain non-GAAP measures as targets under the Company’s short-term and long-term incentive compensation programs. These measures should be considered in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.
Reconciliation of Non-GAAP Adjusted Net Income
The following table reconciles the Company’s “as reported” results to “adjusted” results used for incentive plan evaluation purposes. The cumulative tax effect of the adjustment items was calculated using the statutory tax rates for the jurisdictions in which the transaction occurred.
| Twelve Months Ended December 31, | ||
(In millions) | 2017 |
| 2016 |
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Net Income Attributable to the Company as Reported | $91.6 |
| $86.2 |
Deferred Compensation Expense (Income) | (0.1) |
| 16.1 |
Business Restructuring and Asset Impairments | 3.1 |
| 7.1 |
Contract Termination Settlement | — |
| (4.3) |
Cumulative Tax Effect on Above Adjustment Items | (0.8) |
| (6.9) |
Tax Reform Impact | 14.9 |
| — |
Adjusted Net Income | $108.7 |
| $98.2 |
Definition of Non-GAAP Corporate Net Income
To calculate the 2017 Corporate Net Income incentive compensation performance metric, the Company made adjustments to Adjusted Net Income (calculated as described above) to add back or subtract certain non-recurring or non-operational items. The Company (1) added back charges associated with the restructuring of the Company’s Fieldsboro manufacturing facility and (2) subtracted income associated with the re-measured fair value of the liabilities related to cash-settled SARs granted before 2015 (collectively, the “Corporate Net Income Adjustments”).
Definition of Non-GAAP Return on Invested Capital
To calculate the 2017 Return on Invested Capital incentive compensation performance metric, the Company divided net operating profit after taxes (“NOPAT”) by invested capital. The Company calculated NOPAT by adding the Corporate Net Income Adjustments to pre-tax income and subtracting the effect of income taxes. The Company calculated invested capital by adding the 12‑month average trade accounts receivable balance to the 12-month average FIFO inventory balance and subtracting the 12‑month average trade accounts payable balance plus the January 1, 2017 fixed assets balance.
Appendix A
STEPAN COMPANY
MANAGEMENT INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2015)
SECTION 1
General
1.1 History and Effective Date. STEPAN COMPANY, a Delaware corporation (the “Company”), has previously established an incentive compensation plan known as the STEPAN COMPANY MANAGEMENT INCENTIVE PLAN (the “Plan”). The Plan was previously amended and restated effective as of January 1, 1992, January 1, 2005 and again as of January 1, 2010. The following provisions constitute a further amendment and restatement and continuation of the Plan, as heretofore amended, which amended and restated Plan is adopted effective January 1, 2015, subject to approval of the Plan by shareholders of the Company required by Section 8 hereof.
The Plan is intended to comply with the requirements of Sections 409A(a)(2) through (4) of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations or other generally applicable official guidance issued thereunder, and shall be interpreted for all purposes in accordance with this intent.
Payments pursuant to Section 2.3 of the Plan are intended to qualify under the performance-based compensation exemption of Section 162(m)(4)(C) of the Code.
1.2 Purpose. The Plan is designed to assist the Company in attracting and retaining qualified persons in executive and other managerial positions and to provide them an additional incentive to contribute to the success of the Company.
1.3 Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) which shall be the Compensation and Development Committee of the Board of Directors of the Company (the “Board of Directors”), or such other committee of the Board of Directors as the Board of Directors may from time to time determine. The Committee, to the extent awards under the Plan are intended to be exempt from Section 162(m) of the Code, shall be comprised solely of two or more persons, each of whom shall qualify as an “outside director” for purposes of Section 162(m)(4) of the Code and to the extent required to comply with Rule 16b-3 under Section 16(b) of the Securities Exchange Act of 1934, as amended, shall be comprised solely of two or more persons, each of whom shall qualify as a “non-employee director” for purposes of said Rule 16b-3. Except as otherwise expressly provided herein, the Committee shall have the full authority to interpret and construe the provisions of the Plan, to remedy ambiguities, inconsistencies or omissions of whatever kind, to prescribe, amend and rescind such rules and regulations as, in its opinion, may be necessary or appropriate for the proper and efficient administration of the Plan, and to determine conclusively all questions arising under the Plan, including questions of fact. It is intended that the Committee shall have the maximum authority and discretion allowed by law with respect to any and all of its duties and responsibilities relating to the Plan. Any interpretation of the Plan, and any decision on any matter within the discretion of the Committee affecting the Plan that is made by the Committee in good faith, shall be final and binding on all persons.
1.4 Applicable Law. The Plan shall be construed and administered in accordance with the laws of the State of Illinois, without regard to its choice of law provisions, to the extent that they are not preempted by the laws of the United States of America.
1.5 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural, and words in the plural shall include the singular.
1.6 Notices. Any notice or document required to be given to or filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company at its principal executive offices.
SECTION 2
Participation and Awards
2.1 Participation. The individuals who shall be eligible to receive an Award (as described in Section 2.2 or Section 2.3) for any calendar year shall be those executive, managerial and key employees of the Company, including its subsidiaries, selected by the Committee or its designee, subject to Section 2.3, at any time during such year. Notwithstanding the foregoing, an individual must be
in the employ of the Company or an Affiliate (as defined in Section 6.5) on December 31 of a calendar year to receive an Award for such year, except that this provision shall not prevent a Participant whose employment with the Company or its Affiliates terminates during a calendar year because of his death, disability, or retirement from being eligible, within the discretion of the Committee, for the earned Award to which the Participant would otherwise be entitled prorated based on his actual period of employment during such year. An individual shall be considered a Participant in the Plan upon his or her designation by the Committee or, where applicable, its designee.
2.2 Awards. Subject to Section 2.3 hereof, the amount of an incentive award (the “Award”) for any calendar year shall be determined by the Committee and shall be based upon the performance of the Company or a subsidiary, the performance of the Participant’s department (if relevant), and/or the performance of the Participant; provided, however, that the amount of an Award to any Participant for any calendar year shall not exceed 200 percent of the amount of the actual base salary payable to the Participant by the Company and its subsidiaries for the calendar year for which the Award is made, exclusive of the Award or any other form of executive compensation, stock option or other fringe benefit (“Base Salary”). An Award to a Participant for any calendar year shall be paid to or on behalf of the Participant, in cash, as soon as practicable (and in any event by no later than March 15) after the close of the calendar year for which the Award is made except to the extent that a Deferral Request (as described in Section 3.1) is in effect with respect to such year. For purposes of the Plan, an Award is considered made or granted for the calendar year with respect to which the services entitling the Participant to the Award are performed.
2.3 Awards for Certain Designated Participants. Awards granted under the Plan for any calendar year to Participants who are Covered Employees for such calendar year shall be subject to the provisions of pre-established performance goals (“Performance Goals”) as set forth in this Section 2.3. Eligibility for participation in the Plan of Covered Employees for Awards for a calendar year shall be limited to those executive, managerial and key employees of the Company, including its subsidiaries, selected by the Committee. Notwithstanding any other provision of this Section 2, the Committee shall not have the discretion to modify the terms of Awards to such Participants except as specifically set forth in this Section 2.3. For purposes of the Plan, “Covered Employee” means, for any calendar year, a Participant designated by the Committee prior to the grant of an Award for such year who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code for the year in which such Award would be payable and for whom the Committee intends amounts payable with respect to such Award to qualify under the performance-based compensation exemption of Section 162(m)(4)(C) of the Code. Earned Awards under this Section 2.3 are intended to satisfy the performance-based compensation exemption under Code Section 162(m)(4)(C) and the related regulations.
(a) Award Opportunities. On or before the 90th day of any calendar year, and in any event before twenty-five percent (25%) or more of the calendar year has elapsed, the Committee shall establish in writing the Awards and the specific Performance Goals for the calendar year, upon the attainment of which will be conditioned the payment of such Awards (“Covered Employee Incentive Awards”) to Participants who may be Covered Employees for such calendar year. A Covered Employee Incentive Award shall be based upon a percentage of the Participant’s Base Salary designated by the Committee at the time the Award is granted, which percentage need not be the same for each Participant (the “Target Incentive Award”). The extent, if any, to which a Covered Employee Incentive Award will be payable will be based solely upon the degree of achievement of pre-established Performance Goals over the specified calendar year, provided, however, that the Committee may, in its sole discretion, reduce or eliminate the amount which would otherwise be payable with respect to a calendar year.
(b) Performance Goals. The Performance Goals established by the Committee at the time a Covered Employee Incentive Award is granted will be based on one or more of the following relating to the Company, one or more of its subsidiaries, or one or more business or functional units thereof: earnings per share, market share, stock price, sales, costs, capital expenditures, revenue, net operating income, net income, corporate net income, net income per share, cash flow, corporate free cash flow, retained earnings, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), return on equity, return on capital, return on invested capital, corporate return on invested capital, return on assets, return on total assets employed, total shareholder return, shareholder value analysis, results of customer satisfaction surveys, aggregate product price and other product price measures, safety record, operating and maintenance cost management, operating earnings, operating earnings per share, environmental standards or compliance, economic value added, margins, and measures of employee satisfaction or engagement; provided, that all Performance Goals shall be objective performance goals satisfying the requirements for “performance-based compensation” within the meaning of Section 162(m)(4) of the Code. At the time of establishing a Performance Goal, the Committee shall specify the manner in which the Performance Goal shall be calculated. In so doing, the Committee may exclude the impact of certain specified events from the calculation of the Performance Goal. For example, if the Performance Goal were earnings per share, the Committee could, at the time this Performance Goal was established, specify that earnings per share are to be calculated without regard to any subsequent change in accounting standards required by the Financial Accounting Standards Board. Such Performance Goals also may be based on the attainment of specified levels of performance of the Company and/or one or more subsidiaries, and/or one or more business or functional units thereof, under one or more of the measures described above relative to the performance of other corporations or indices.
(c) Payment of an Earned Covered Employee Incentive Award. At the time the Covered Employee Incentive Award is granted, the Committee shall prescribe in writing a formula to determine the percentage of the Target Incentive Award (which may exceed 100%) which may be payable based upon the degree of attainment of the Performance Goals during the calendar year. If the minimum level of achievement of the Performance Goals established by the Committee is not met, no payment will be made to a Participant who is a Covered Employee. To the extent that the minimum level of achievement of the Performance Goals is satisfied or surpassed, and upon written certification by the Committee that the Performance Goals have been satisfied to a particular extent and any other material terms and conditions of the Covered Employee Incentive Awards have been satisfied, payment of an earned Covered Employee Incentive Award shall be made, in cash, as soon as practicable (and in any event by no later than March 15) after the close of the calendar year for which the Award is granted, or deferred in accordance with the Participant’s election under Section 3, unless the Committee determines, in its sole discretion, to reduce or eliminate the payment to be made.
(d) Maximum Payable. The maximum amount of a Covered Employee Incentive Award payable to a Covered Employee under this Plan for any calendar year pursuant to this Section 2.3 shall be $2,000,000 or, if less, 200 percent of the Participant’s Base Salary.
SECTION 3
Deferred Awards Elections
3.1 Deferral Requests.
(a) Generally. Subject to the terms and conditions of the Plan, a Participant may elect to defer the payment of all or any portion of an Award, including a Covered Employee Incentive Award, granted to him under the Plan for any calendar year by submitting a request (a “Deferral Request”) with the Committee or its designee in such form as it may require. Such Deferral Request must be filed with and accepted by the Committee or its designee by no later than June 30 of the calendar year for which such Award is made, and may be made only by Participants who have performed services for the Company continuously from the later of January 1 of the calendar year for which the Award is made or the date the Committee establishes the Performance Goals for the Award. A Participant’s Deferral Request for any calendar year shall designate the amount of the Award that shall be deferred and shall become irrevocable as of midnight on June 30 of the calendar year for which the Award is made.
(b) Newly Eligible Participants. A Participant who is selected by the Committee or its designee to be a Participant during a calendar year (a “Newly Eligible Participant”) shall also be entitled to file a Deferral Request with respect to a pro-rata portion of the Award.
(i) Such a Deferral Request must be submitted to and accepted by the Committee or its designee within 30 days after the date on which the Newly Eligible Participant is initially selected by the Committee or its designee to be a Participant during such year. If the Deferral Request is not submitted and accepted within 30 days, the Newly Eligible Participant shall not be permitted to make a Deferral Request under this Section 3.1(b) with respect to any portion of the Award for such year. A Deferral Request submitted by a Newly Eligible Participant shall designate the amount of the Award that shall be deferred and shall become irrevocable as of midnight on the 30th day following the date on which the Newly Eligible Participant is initially selected by the Committee or its designee to be a Participant.
(ii) The amount of the Award that may be deferred pursuant to the Deferral Request by a Newly Eligible Participant shall not be greater than the amount of the Newly Eligible Participant’s Award that is earned after the date on which the Newly Eligible Participant files his or her Deferral Request. The amount of the Newly Eligible Participant’s Award that may be deferred shall be equal to the total amount of the Award for the year multiplied by a fraction, the numerator of which shall equal the number of days from the time the Newly Eligible Participant files the Deferral Request until December 31 of such year, and the denominator of which shall equal the total number of days during the performance period in respect of which the Award is paid.
(iii) A Participant will be considered a Newly Eligible Participant even if the Participant had previously been eligible to participate in the Plan if:
(A) The Participant received all amounts previously credited to the Participant’s Company Stock Account and General Investment Account and before such receipt, had ceased to be eligible to participate in the Plan; or
(B) The Participant has been ineligible to participate in the Plan for at least 24 months when the Participant is again selected to be a Participant during the calendar year.
3.2 Allocation of Deferred Awards. A Participant shall designate, on his or her Deferral Request for a calendar year, the allocation of his or her Award between the Participant’s Company Stock Account and the General Investment Account.
3.3 Distribution Elections. A Participant shall designate, in accordance with Section 5, the manner in which the Participant’s Award that has been deferred in accordance with Section 3.1, as adjusted for subsequent earnings, losses and other charges and credits, shall be distributed to or for the benefit of the Participant.
SECTION 4
Deferred Awards: Accounts
4.1 Deferred Accounts. Subject to the terms and conditions of the Plan, an Award for any calendar year that is deferred in accordance with Section 3.1 shall be credited, as elected by the Participant in the Deferral Request applicable to such Award, to the Company Stock Account or to the General Investment Account maintained on the Company’s books for the Participant as described in subsections (a) and (b) below. Effective for deferrals of Awards made for calendar year 2007 and thereafter, a Participant’s election to allocate all or a portion of his or her Award to the Company Stock Account shall be irrevocable and shall be credited to the Participant’s Special Company Stock Account, established as a subaccount of the Company Stock Account, in accordance with the method for crediting Share Units and Dividend Equivalents to the Company Stock Account described in Section 4.1(a). A Participant’s Account may be divided into two or more other subaccounts as the Company determines necessary or desirable for the administration of the Plan, and shall be divided into subaccounts to reflect the portion of the Account that is attributable to Awards made for calendar years prior to 2005 and to reflect the portion of the Account attributable to Awards made for 2005 and subsequent years. A Participant shall be 100% vested in his or her Account(s) at all times.
(a) Company Stock Account. As of the date an earned Award is declared by the Committee, the Participant shall be credited with the number of share units (and fractions thereof) (“Share Units”) equal to the number of shares (and fractional shares calculated to the nearest one-thousandth (.001) of a share) (“Shares”) of the Company’s common stock that the amount of the Award would purchase based on the closing market price of such stock on the New York Stock Exchange on the day the contributions are allocated for the declared Award. No less frequently than once in every calendar year the Committee or its designee shall, for each dividend payment date declared with respect to the Company’s common stock since the last such determination:
(i) determine the amount of the dividends that would have been paid by the Company on the number of Shares of the Company’s common stock equal to the number of Share Units credited to the Participant on the record date for such dividend (“Dividend Equivalents”); and
(ii) credit the Participant’s Company Stock Account with the number of Share Units equal to the number of Shares of the Company’s common stock that the Dividend Equivalents attributable to such dividend payment date would have purchased based on the closing price of the Company’s common stock on the New York Stock Exchange on such dividend payment date.
Notwithstanding the foregoing provisions of this paragraph (a), in no event shall Shares of the Company’s common stock be earmarked for a Participant’s Account or set aside for the benefit of the Participant by reason of the crediting of Share Units under this paragraph (a).
(b) General Investment Account.
(i) The amount of each Award deferred to the Participant’s General Investment Account shall be deemed to be invested on the date the Award is declared by the Committee in an investment fund(s) (which may include contracts of insurance) selected by the Participant with the consent of the Company or its designee in the Deferral Request applicable to such Award. The earnings and losses deemed to be attributable to the investment of a Participant’s General Investment Account for any calendar year shall be the earnings and losses that would have been yielded if the Participant’s General Investment Account had been invested in the investment selected by the Participant for the year. Notwithstanding the foregoing, any such investment fund(s) made available under the Plan must qualify as a predetermined actual investment within the meaning of Treasury Reg. §31.3121(v)(2)-1(d)(2) or, for any calendar year, reflect a reasonable rate of interest (determined in accordance with Treasury Reg. §31.3121(v)(2)-1(d)(2)(i)(C)).
(ii) A Participant may elect to change the selection of his or her General Investment Account investment fund selections, which change shall be effective as of the close of business each day (a “GIA Transfer Date”). Any change by a Participant in his or her investment fund selections shall be submitted in writing or electronically with the Committee or its designee as specified by the Committee or its designee and shall apply prospectively as of the GIA Transfer Date to all amounts credited to the Participant’s General Investment Account. In the case of a Participant who fails to make an investment election and who has not yet made an investment election, the Participant’s Account will be invested in the Fidelity Freedom Fund with a target retirement date closest to the year in which the Participant will turn age 65, or other Investment Fund established by the Committee for such purpose. Notwithstanding the foregoing provisions of this
subsection, nothing in the Plan shall be construed to require the Company to segregate or invest any assets to reflect the Participant’s investment fund selections.
(c) Effective Date Credited Amounts. The amounts credited to a Participant’s Company Stock Account (including the Special Company Stock Account established as a sub-account thereunder) and General Investment Account, if any, on January 1, 2015 shall be equal to the amount credited to such Accounts, respectively, as of December 31, 2014 under the terms of the Plan as in effect on that date.
(d) Amounts Credited to Special Company Stock Account. The amount credited to the Participant’s Special Company Stock Account from time to time, including any Dividend Equivalents thereon, shall be held in the Special Company Stock Account until distributed to the Participant in shares of the Company’s common stock in accordance with Section 5.
4.2 Transfers from the Company Stock Account to the General Investment Account for Pre 2007 Deferrals.
(a) Application. This Section 4.2 shall only apply to the portion of a Participant’s Company Stock Account that is attributable to deferrals of Awards made for calendar years prior to the 2007 calendar year, including Dividend Equivalents thereon (“Pre 2007 Balance”) reduced by the portion of the Participant’s Company Stock Account Pre 2007 Balance that the Participant elected to transfer to the Special Company Stock Account effective December 31, 2006 under the terms of the Plan as then in effect.
(b) Transfers. Subject to the limitations of Section 4.2(a) and the Company’s Insider Trading Policy as in effect from time to time, a Participant may elect that all or a portion (in increments of one percent) of the balance of his or her Company Stock Account (including any Dividend Equivalents accrued but not yet converted into Share Units as of such date) be transferred to his or her General Investment Account. Such transfer shall be effective as of the date the Participant elects such transfer if the election is requested before 4:00 p.m. Eastern Standard Time or as of the next business day following the date of the election if such transfer is requested on or after 4:00 p.m. Eastern Standard Time (the “Transfer Effective Date”). For purposes of this Section 4.2(b), the value of a Share Unit credited to a Participant’s Company Stock Account as of any Transfer Effective Date shall be equal to the closing price of one share of the Company’s common stock on the New York Stock Exchange as of the close of business on the Transfer Effective Date. Any election under this Section 4.2(b) shall be irrevocable and shall be filed with the Committee or its designee under rules prescribed by the Committee.
SECTION 5
Deferred Awards: Payment
5.1 Distributions of Awards Earned Prior to 2005.
(a) The portion of a Participant’s Account that is attributable to deferrals of Awards made for calendar years prior to the 2005 calendar year shall be distributed to or for the benefit of the Participant in 10 substantially equal installments commencing in February of the first calendar year following the year in which the Participant has separated from service (as defined in Section 5.11 below).
(b) Notwithstanding the method of distribution specified in Section 5.1(a), the Committee may alter the commencement date and period of distribution for the portion of a Participant’s Account that is attributable to deferrals of Awards made for calendar years prior to the 2005 calendar year with respect to any Participant if the Committee determines, in its sole discretion, that such change is in the best interest of the Participant after taking into account the Participant’s particular needs and circumstances.
(c) Notwithstanding anything in the Plan to the contrary, the Board of Directors may, in its sole discretion, upon recommendation of the Committee, accelerate the distribution, in whole or in part, of the portion of a Participant’s Account under the Plan that is attributable to deferrals of Awards made for calendar years prior to 2005, including a payment made following the death of the Participant pursuant to Section 5.5, if it determines that such acceleration is in the best interest of the Company or Participant.
5.2 Distribution of Awards Earned in 2005 and 2006.
(a) The portion of a Participant’s Account that is attributable to deferrals of Awards made for the 2005 and 2006 calendar years and that is payable on or after January 1, 2007 shall be distributed to or for the benefit of the Participant in accordance with the method of payment elected by the Participant for the Award made for the 2007 calendar year or, if the Participant did not defer or earn an Award for the 2007 calendar year, as the Participant irrevocably elected on or before December 31, 2006 from among methods of payment provided by Section 5.3. Payment shall be made (in the case of a single lump sum) or commence (in the case of installments)
in February of the first calendar year following the year in which the Participant has separated from service (as defined in Section 5.11 below).
(b) In the absence of a Participant’s election pursuant to Section 5.2(a), the portion of a Participant’s Account that is attributable to deferrals of Awards made for the 2005 and 2006 calendar years shall be distributed to or for the benefit of the Participant in 10 substantially equal installments as provided in Section 5.3 commencing in February of the first calendar following the year in which the Participant has separated from service (as defined in Section 5.11 below).
(c) It is intended that the elections provided by Section 5.2(a) qualify as Code Section 409A transition elections pursuant to published IRS guidance.
(d) All amounts distributed pursuant to this Section 5.2 shall be subject to the special delay rule for Specified Employees set forth in Section 5.4 and subject to Section 6.6.
5.3 Distribution Elections for Awards Earned for 2007 and Subsequent Years. A Participant may elect the method of payment for the portion of the Participant’s Account attributable to deferrals of Awards made for the 2007 calendar year and subsequent years from among the following:
(a) 3, 5 or 10 substantially equal annual installments; or
(b) A single lump sum.
Payment shall be made (in the case of a single lump sum) or commence (in the case of installments) in February of the first calendar year following the year in which the Participant has separated from service (as defined in Section 5.11 below), provided, that with respect to Awards earned for 2016 and subsequent calendar years, payment shall be made (in the case of a single lump sum) or commence (in the case of installments) in February of the first calendar year following the year in which the Participant has separated from service (as defined in Section 5.11 below), or March 1 of the year following the Performance Period, if later. The amount of each installment payment hereunder shall be calculated by dividing the balance credited to the Participant’s Account(s) to which the election applies at the time of each such payment by the number of remaining installments (including the current installment). Installment payments shall be made in the month of February as specified above and in anniversaries thereof (and, for purposes of Section 409A of the Code, each such installment payment shall be a separate payment and not one of a series of payments treated as a single payment).
A Participant’s initial distribution election shall be made, as directed by the Committee or its designee, no later than the date specified in Section 3.1 as the date on which a Participant’s Deferral Election shall be due, and shall apply to all Awards that are deferred for future calendar years, if any, until the Participant is entitled to make a new distribution election, as provided below.
A Participant shall be entitled to make a new distribution election each year to be applicable to Awards deferred for future calendar years. A new distribution election shall be made by filing such election with the Committee or its designee on such form as it shall prescribe.
A Participant shall be deemed to have elected to have the portion of his or her Account attributable to his or her Awards for which no elections have been made distributed in the form of 10 substantially equal annual installments.
All amounts distributed pursuant to this Section 5.3 shall be subject to the special delay rule for Specified Employees set forth in Section 5.4 and subject to Section 6.6.
5.4 Delay for Specified Employees. This Section 5.4 shall only apply to distributions that are attributable to deferrals of Awards made for in 2005 and subsequent years. Notwithstanding anything in the Plan to the contrary, no payment to the extent attributable to such Awards shall be made to any Participant who is a Specified Employee as of the date of such Participant’s separation from service (as defined in Section 5.11) until the earlier of (i) the date that is the first day of the seventh month after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. Any payment that would otherwise have been made during this period shall instead be aggregated and paid to the Participant (or, in the case of the Participant’s death, his or her beneficiary) in the form of a single lump sum upon the earlier of the dates specified in the preceding sentence. “Specified Employee” for purposes of this Section 5.4 means, during the 12-month period beginning on April 1st of 2005 or of any subsequent calendar year, an employee of the Company or its Affiliates who met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations promulgated thereunder and without regard to Code Section 416(i)(5)) for being a “key employee” at any time during the 12-month period ending on the December 31st immediately preceding such April 1st. Notwithstanding the foregoing, a Participant who otherwise would be a Specified Employee under the preceding sentence shall not be a Specified Employee for purposes of the
Plan unless, as of the date of the Participant’s separation from service, stock of the Company or an Affiliate is publicly traded on an established securities market or otherwise.
5.5 Death.
(a) In the event that a Participant dies before full payment of all amounts payable to him or her under the Plan have been made, the balance of such amounts shall be paid to the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee or its designee prior to his or her death, or, if no designation has been made or the designated beneficiary predeceases the Participant, to the estate of the Participant.
(b) Amounts payable in accordance with this Section 5.5 that are attributable to deferrals of Awards made for calendar year 2005 and subsequent years shall be paid, subject to Section 6.6, in February of the first calendar year following the Participant’s death in the form of a single lump sum.
(c) Amounts payable in accordance with this Section 5.5 that are attributable to deferrals of Awards made for years prior to the 2005 calendar year shall be paid at the same time and in the same form as which such payments would have been made to the Participant if he or she had lived or as otherwise provided by the Committee and subject to Section 5.1(c).
(d) A Participant may change his or her beneficiary designation from time to time and any beneficiary designation form shall be effective only when the signed form is filed with the Committee or its designee while the Participant is alive and will cancel all beneficiary designation forms signed earlier.
5.6 Permitted Delays in Payment. Payment of a Participant’s Account attributable to deferrals of Awards made for the 2005 calendar year and subsequent years will be delayed under any of the circumstances specified in Sections 5.6(a) through (b) below or as provided in Section 6.6.
(a) Payments that would violate Applicable Law. Payment of a Participant’s Account will be delayed where the Committee reasonably anticipates that the making of the payment would violate federal securities laws or other applicable law; provided that such payment will be made at the earliest date at which the Committee reasonably anticipates that the making of the payment would not cause such violation. For purposes of this subsection (a), the making of a payment that would cause inclusion in the Participant’s gross income or the application of any penalty or other provision of the Code is not treated as a violation of applicable law.
(b) Other Payments. The Committee shall be permitted to delay a payment of a Participant’s Account upon such other events and conditions as may be prescribed under Code Section 409A and any regulations or other generally applicable official guidance issued thereunder.
5.7 Assets to be Distributed.
(a) Except as provided in Sections 5.7(b) and 5.7(c), all amounts credited to a Participant under the Plan shall be paid in cash. Any cash payment under this Section 5.7 from a Participant’s Company Stock Account shall be equal to the number of Share Units credited to the applicable Account to be distributed multiplied by the closing price of the Company’s common stock on the New York Stock Exchange on the last trading day prior to the date as of which payment is made.
(b) Distributions of amounts credited to a Participant’s Company Stock Account (excluding however, amounts credited to the Participant’s Special Company Stock Account that are attributable to (i) deferrals of Awards made for the 2007 calendar year and subsequent years (including Dividend Equivalents thereon), and (ii) amounts credited to the Participant’s Special Company Stock Account pursuant to the special election made under the Plan effective as of December 31, 2006 (including Dividend Equivalents thereon)), may, at the election of the Participant, be paid in the form of cash or Shares of the Company’s common stock equal to the number of Share Units to be distributed.
(c) Distribution of amounts credited to the Participant’s Special Company Stock Account that are attributable to (i) deferrals of Awards made for the 2007 calendar year and subsequent years (including Dividend Equivalents thereon), and (ii) amounts credited to the Participant’s Special Company Stock Account pursuant to the special election made under the Plan effective as of December 31, 2006 (including Dividend Equivalents thereon) shall be paid to the Participant in Shares of the Company’s common stock equal to the number of Share Units to be distributed.
(d) Shares of the Company’s common stock distributed under this Section 5.7 shall be made available from treasury shares or shares of the Company’s common stock acquired by the Company, including shares purchased in the open market. The
obligation of the Company to deliver any shares of Company common stock shall be subject to all applicable laws, rules and regulations including all applicable federal and state securities laws, and the applicable requirements of any securities exchanges or similar entity, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.
5.8 No Acceleration of Payment. Notwithstanding anything in the Plan to the contrary, the distribution of any portion of Participants’ Accounts under the Plan attributable to deferrals of Awards made for the 2005 calendar year and subsequent years may not be accelerated, whether at the election of a Participant or at the discretion of the Committee or otherwise, except as may be specifically permitted under Code Section 409A and any regulations or generally applicable official guidance issued thereunder.
5.9 Claims Procedures. If a Participant or Participant’s beneficiary (“Claimant”) files a claim for benefits under Section 5 of this Plan, the Committee or its designee shall notify the Claimant within 45 days of allowance or denial of the claim, unless the Claimant receives written notice from the Committee or its designee prior to the end of the 45-day period stating that special circumstances require an extension (of up to 45 additional days) of the time for decision. The notice of the decision of the Committee or its designee shall be in writing sent by mail to Claimant’s last known address, and if a denial of the claim, shall contain the following information: (a) the specific reasons for the denial; (b) specific reference to pertinent provisions of the Plan on which the denial is based; and (c) if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary, and an explanation of the claims review procedure and the time limits applicable, including a statement of the Claimant’s rights to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse determination on review. A Claimant is entitled to request a review of any denial of his/her claim by the Committee. The request for review must be submitted within 60 days of mailing of notice of the denial. Absent a request for review within the 60-day period, the claim shall be deemed to be conclusively denied. The Claimant or his or her representatives shall be provided, upon written request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits, and shall be entitled to submit issues and comments orally and in writing. The Committee shall render a review decision in writing within 60 days after receipt of a request for a review, provided that, in special circumstances the Committee may extend the time for decision by not more than 60 days upon written notice to the Claimant. The Claimant shall receive written notice of the Committee’s review decision, together with specific reasons for the decision and reference to the pertinent provisions of the Plan, a statement that the Claimant or his or her authorized representative shall have reasonable access to, and be entitled to receive, upon request and free of charge, copies of all documents, records and other information relevant to the Claimant’s claim, and a statement describing the Claimant’s right to bring an action under Section 502(a) of ERISA.
5.10 Withholding. The Company shall have the right to deduct from all amounts paid pursuant to the Plan any taxes required by law to be withheld with respect to such amounts. Notwithstanding any other provision of the Plan, the Company does not guarantee any particular tax result for any Participant or beneficiary with respect to participation in or payments under the Plan, and each Participant or beneficiary shall be responsible for any taxes imposed on the Participant or beneficiary with respect to such participation or payments under the Plan.
5.11 Separation of Service. “Separated from service” and variations thereof for purposes of this Section 5 and all other sections of the Plan means (i) with respect to the portion of a Participant’s Account that is attributable to deferrals of Awards made for calendar years prior to 2005, that the Participant has retired or otherwise terminated employment with the Company for any reason other than death and (ii) with respect to the portion of a Participant’s Account that is attributable to deferrals of Awards made for 2005 and subsequent years, a “separation from service” within the meaning of Code Section 409A and the regulations issued thereunder, including a termination of employment with the Company and all its Affiliates due to retirement or any other reason, but excluding termination of employment due to death. For purposes of applying the definition of “separation from service” under Section 409A, if the Participant is on a bona fide leave of absence due to any medically determinable physical or medical impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment, a separation from service shall be deemed to occur after the expiration of 29 months of sick leave unless the Participant retains the right to reemployment under an applicable statute or by contract.
SECTION 6
Miscellaneous
6.1 Change in Capitalization. In the event of a stock dividend, stock split, issuance of additional shares, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change affecting the Company’s common stock (“Corporate Change”), the number of Share Units that have been credited to Participants under the Plan shall be automatically adjusted by the Committee to preserve each Participant’s proportionate interest immediately prior to such Corporate Change.
6.2 Nontransferability, Nonassignability. The interest of a Participant under the Plan is not subject to the claims of his creditors, and may not be voluntarily or involuntarily assigned, transferred, alienated, pledged or encumbered.
6.3 Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Company or any Affiliate, nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued under the terms of the Plan. The crediting of Share Units does not constitute the award of stock, and shall not be construed to give a Participant any rights as a shareholder of the Company.
6.4 Source of Benefits.
(a) The Company is entitled, but not obligated, to establish a grantor trust or similar funding mechanism to fund the Company’s obligations under this Plan; provided, however, that any funds contained therein will remain subject to the claims of the Company’s general creditors. The funding mechanism will constitute an unfunded arrangement. The Deferred Awards portions of the Plan are maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA, and therefore, exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
(b) The Company’s obligation under this Plan will be merely that of an unfunded and unsecured promise of the Company to pay benefits in the future. All Awards (and any corresponding assets held in a trust established for this Plan), and any payment to be made pursuant to this Plan, will be subject to the claims of the general creditors of the Company, including judgment creditors and bankruptcy creditors. Neither any Participant, nor his or her beneficiaries, nor his or her heirs, successors or assigns, will have any secured interest in or claim on any property or assets of the Company (or of any trust). The rights of a Participant or his or her beneficiaries to his or her Company Stock Account or General Investment Account and to an Award (and to any assets held in trust) will be no greater than the rights of an unsecured creditor of the Company.
6.5 Affiliate. For purposes of the Plan, the term “Affiliate” means any corporation, partnership, joint venture, trust, association or other business enterprise which is a member of the same controlled group of corporations, trades or businesses as the Company within the meaning of Code Section 414(b) or (c); provided, however, that except for purposes of the term “Affiliate” when used in the definition of Specified Employee, in applying Code Section 1563(a)(1), (2), and (3) in determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2), and (3), and in applying Treasury Reg. §1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Reg. §1.414(c)-2.
6.6 Timing of Payments. Notwithstanding any provision of the Plan to the contrary, a distribution of a Participant’s Account attributable to deferrals of Awards made for 2005 and subsequent years to be made as of a specified date or in a specified period in Section 5 shall be made on the date or in the period specified or as soon as administratively practicable thereafter, but in no event shall any portion of the distribution be made later than the last day of the same calendar year in which such date or period occurs. Until paid, any such amount otherwise distributable from a Participant’s Account shall continue to be adjusted under Section 4 to reflect investment returns. In addition, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Participant or his or her beneficiary, or if making of a payment would jeopardize the ability of the Company to continue as a going concern, a payment will be treated as made on the specified date or in the specified period for purposes of the Plan if the payment is made during the first calendar year in which the calculation of the amount of the payment is administratively practicable or in which the making of the payment would not have such effect on the Company, as the case may be.
6.7 Section 409A of the Code. It is intended that the Plan (including any amendments thereto) comply with the provisions of Section 409A of the Code so as to prevent the inclusion in gross income of any amounts accrued hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise be actually distributed or made available to Participants. The Plan shall be interpreted, construed and administered in a manner that will comply with Section 409A of the Code, including final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.
6.8 Insider Trading Policy. All elections made under the Plan by a Participant shall, to the extent applicable, be subject to the terms of the Company’s Insider Trading Policy as in effect from time to time.
SECTION 7
Amendment and Termination
7.1 Amendment and Termination. The Board of Directors may from time to time amend the Plan in such respects as it deems advisable and may terminate the Plan at any time; provided, however, that no such amendment or termination shall adversely affect any right or obligation with respect to any Award theretofore made under the Plan or cause any amount deferred pursuant to the Plan to be included in gross income or subject to additional tax and interest under Code Section 409A(a)(1); and provided further, that no amendment shall be made without stockholder approval if such approval is necessary to comply with law, regulatory requirements or the rules of any exchange or automated quotation system upon which the Shares are listed or quoted.
SECTION 8
Stockholder Approval
8.1 Stockholder Approval. The Plan as amended and restated herein shall be effective January 1, 2015, subject to the approval of the amended and restated Plan by stockholders of the Company at its 2015 annual meeting by the affirmative vote of a majority of the shares of stock of the Company present in person or represented by proxy at the meeting and entitled to vote.
IN WITNESS WHEREOF, Stepan Company has signed this Plan this 24th day of February, 2015.
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Important notice regarding the Internet availability of
proxy materials for the Annual Meeting of Stockholders.
The Notice of Annual Meeting, Proxy Statement and Proxy Card;
2014 Annual Report; and Form 10-K are available at:
www.edocumentview.com/SCL
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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This
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy is solicited on behalfcard, you may choose one of the Company’s Board of Directorsvoting methods outlined below.
I,VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the undersigned, hereby appoint Scott D. Beamer and Kathleen O. Sherlock,Internet or either of them (the “Proxies”)telephone must be received by 11:59 p.m., with full power of substitution, to represent and vote all shares that the undersigned is entitled to vote at the annual meeting of stockholders of STEPAN COMPANYEastern Time, on April 28, 2015, or at any adjournment thereof.23, 2018.
This proxy, when properly executed, will be voted inVote by Internet
• Go to www.envisionreports.com/SCL
• Or scan the manner directed herein. If no direction is made, this proxy will be voted FOR all nomineesQR code with your smartphone
• Follow the steps outlined on the secure website
Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories and FOR Proposals 2, 3 and 4.Canada on a touch tone telephone
In their discretion,• Follow the Proxies are authorized to vote on such other business as may properly come beforeinstructions provided by the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
recorded message
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
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Annual Meeting Proxy Card |
Annual Meeting Proxy Card
▼ PLEASE IFYOUHAVENOTVOTEDVIATHEINTERNETORTELEPHONE,FOLDALONGTHEPERFORATION,DETACHANDRETURNTHEBOTTOMPORTIONINTHEENCLOSED ENVELOPE.ENVELOPE.
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Change of Address — Please print new address below.
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| Authorized Signatures — This section must be completed for your vote to be counted. |
Please date and sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
Date (mm/dd/yyyy) — Please print date below. |
| Signature 1 — Please keep signature within the box. |
| Signature 2 — Please keep signature within the box. |
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Important notice regarding the Internet availability of
proxy materials for the Annual Meeting of Stockholders.
The Notice of Annual Meeting, Proxy Statement, Proxy Card,
2017 Annual Report and 2017 Form 10-K are available at:
www.envisionreports.com/SCL
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
Proxy — Stepan Company | ||||||
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| Notice of Annual Meeting of Stockholders to be held April 24, 2018 |
This proxy is solicited on behalf of the Company’s Board of Directors
The undersigned hereby appoints Matthew J. Eaken and Jennifer Ansbro Hale, or either of them (the “Proxies”), with full power of substitution, to represent and vote all shares that the undersigned is entitled to vote at the annual meeting of stockholders of STEPAN COMPANY on April 24, 2018, or at any adjournment thereof.
Your shares will be voted in the manner directed herein. If no direction is made, your shares will be voted FOR all nominees and FOR Proposals 2 and 3.
The Proxies are authorized to vote in their discretion on such other business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)