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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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3D SYSTEMS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The election of the 12 directors named in the Proxy Statement;
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The approval, on an advisory basis, of the compensation paid to our named executive officers;
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The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021; and
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A stockholder proposal to reduce the ownership required for stockholders to call a special meeting.
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Sincerely,
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Dr. Jeffrey A. Graves
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President and Chief Executive Officer
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When:
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Tuesday, May 18, 2021, at 2:00 p.m., Eastern Time.
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Where:
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The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/DDD2021. To participate, you will need the 16-digit control number provided on your proxy card or voting instruction form.
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Why:
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Stockholders are being asked to vote on the four agenda items described below and to consider any other business properly brought before the Annual Meeting and any adjournment or postponement of the meeting.
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The election of the 12 directors named in the accompanying Proxy Statement;
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The approval, on an advisory basis, of the compensation paid to our named executive officers;
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The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021; and
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A stockholder proposal to reduce the ownership required for stockholders to call a special meeting.
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By Order of the Board of Directors
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Rock Hill, South Carolina
April 8, 2021
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Andrew M. Johnson
Secretary
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electronically on the internet;
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by mail using a proxy card or voting instruction form furnished to you; or
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by using a toll-free telephone number furnished to you (up until 11:59 p.m., Eastern Time, on Monday, May 17, 2021, the business day prior to the Annual Meeting).
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For your vote to be counted with respect to each of the proposals, except the ratification of BDO’s appointment, you will need to communicate your voting instructions to your broker, bank, or other nominee before the date of our Annual Meeting.
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You may also give your broker, bank, or other nominee instructions on voting your shares as to the ratification of BDO’s appointment. If you provide no instructions, the nominee may, but is not required to, exercise its discretion in voting on the ratification of the appointment of BDO as our independent registered public accounting firm for 2021.
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If your broker, bank, or other nominee exercises that discretion, your shares will be treated as present at the Annual Meeting for all quorum purposes.
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Election of Directors. Each director is elected by the affirmative vote of the majority of the votes cast for such director at the Annual Meeting.
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Advisory Vote on the Compensation of Our Named Executive Officers. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.
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Ratification of Appointment of the Independent Registered Public Accounting Firm. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.
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Stockholder Proposal to Reduce the Ownership Required for Stockholders to Call a Special Meeting. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.
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FOR the election of the 12 nominees for director named below;
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FOR the approval, on an advisory basis, of the compensation paid to our named executive officers;
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FOR the ratification of the selection of BDO as our independent registered public accounting firm for 2021; and
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AGAINST the stockholder proposal to reduce the ownership required for stockholders to call a special meeting.
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such director’s contributions to the Board;
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any material change in such director’s employment or responsibilities with any other organization;
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such director’s attendance at meetings of the Board and the Board committees on which such director serves and such director’s participation in the activities of the Board and such committees;
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the absence of any relationships with the Company or another organization, or any other circumstances that have arisen, that might make it inappropriate for the director to continue serving on the Board; and
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although we have not adopted a retirement policy for directors, the director’s age and length of service on the Board.
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MALISSIA R. CLINTON, 52
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Director Since: 2019
Board Committees: Compliance, Governance
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WILLIAM E. CURRAN, 72
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Director Since: 2008
Board Committees: Audit, Compliance, Compensation
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THOMAS W. ERICKSON, 70
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Director Since: 2015
Board Committees: Compliance, Governance
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DR. JEFFREY A. GRAVES, 59
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Director Since: 2020
Board Committees: None
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CHARLES W. HULL, 81
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Director Since: 1993
Board Committees: Technology
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WILLIAM D. HUMES, 56
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Director Since: 2014
Board Committees: Audit, Compensation
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JIM D. KEVER, 68
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Director Since: 1996
Board Committees: Compensation, Governance
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CHARLES G. MCCLURE, JR., 67
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Director Since: 2017
Board Committees: Compliance
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KEVIN S. MOORE, 66
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Director Since: 1999
Board Committees: Audit, Compensation
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DR. VASANT PADMANABHAN, 54
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Director Since: 2020
Board Committees: None
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DR. JOHN J. TRACY, 66
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Director Since: 2017
Board Committees: Compliance, Technology
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DR. JEFFREY WADSWORTH, 70
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Director Since: 2017
Board Committees: Compliance, Governance, Technology
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Environmental Responsibility highlights the commitment to identifying and advocating for more sustainable options to reduce 3D Systems’ and our customers’ effect on the environment by replacing, optimizing, and creating processes that will help eliminate waste and reduce carbon emissions. Additive manufacturing plays a vital role in sustainability efforts through optimized part designs. Additive manufacturing uses only the material needed to produce the final part, and as a result there is substantially less production waste than with traditional manufacturing.
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In 2020, we continued meaningful progress, by recycling more than 442,489 pounds of waste, including at least 11,892 pounds of electronic waste. This exceeds the 369,000 pounds of waste recycled in 2019.
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Since 2018, we have reduced our 1.25 million square feet real estate footprint by more than 18%, resulting in an estimated 4.4-million-pound reduction in CO2 emissions.
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As a global company, we recognize our most salient environmental risk to be the irresponsible use of our products in violation of country-specific regulatory law. Through our Supplier Code of Conduct, we establish environmental and human rights standards to those who wish to do business with us, and we are committed to the fight against climate change and human suffering by identifying sensible efforts to reduce or prevent pollution from our operations by identifying environmental risks and by refusing to do business with supplies engaged in forced labor, child labor, or human trafficking.
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Social Responsibility demonstrates an alliance with social causes and giving back to the communities where our employees live and work. 3D Systems’ efforts as the COVID-19 pandemic escalated showcased its desire to give back. We not only pledged our support to help medical device manufacturers and hospitals bridge the supply chain gap but also issued a call to action to our network of customers, partners, and others in the additive manufacturing community to share resources. The effort resulted in the production and delivery of much-needed nasopharyngeal swabs, ventilator valves, and personal protective equipment for healthcare professionals in a variety of locations – often within very compressed timeframes. In addition, our efforts in the areas of social justice and racial equity are just beginning.
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In 2021, we launched the Racial Equity Challenge, an 8-week series created to cover multiple racial and social topics and designed to promote an open and safe environment for our employees to share insights and perspectives and ask questions about the most pressing and systemic racial and social challenges our business and society face.
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Over the last several years, multiple Employee Resource Groups have been established to promote dialogue, community, and comradery within our employee base. The groups organize themselves and come together in support of a diverse field of issues, including but not limited to: volunteerism, environmental sustainability, women of 3D Systems, LGBTQ, military veterans, young employees, and health and wellness.
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As stated in our Anti-Human Trafficking policy, 3D Systems opposes all forms of human trafficking and forced labor. We are committed to working to mitigate the risk of human trafficking and forced labor in all aspects of our business.
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Responsible Practices & Governance encompasses the ethical and responsible practices and policies the Company has adopted to hold itself accountable for conducting its business on a highly ethical level. The Company’s Code of Conduct sets the ethical and legal standards of behavior and business practices that are required of all its employees and those of its subsidiaries globally.
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Our health and safety initiatives saw positive results in both 2019 and 2020 by exceeding the industry-wide safety targets with recordable incident rates of 0.72 and 0.60, respectively. These rates are approximately 76% lower than the additive manufacturing industry standard of 3.0 in 2019 and 3.1 in 2020.
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During 2020, the Company implement more than 30 initiatives that protected our employees, customers, and partners and mitigated the health risks posed by the COVID-19 pandemic. As the pandemic emerged, we formed a COVID-19 Steering Committee comprising senior management and key site leaders from around the world that met weekly to discuss employee safety and workplace guidelines. Site leaders also engaged in weekly calls to share government updates, best practices, and lessons learned while dealing with the pandemic’s impact on employees and their families and discussed ways the Company could address or help mitigate the pandemic’s impact. The decisive and unified approach allowed the Company to shift quickly approximately 60% of the workforce to work from home until government guidelines changed and a vaccine became readily available.
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Our Board of Directors regularly reviews and, when appropriate, revises our corporate governance policies, taking into account internal processes, public company best practices and the corporate governance rules and regulations of the SEC and the NYSE.
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Dr. Jeffrey Graves, our Chief Executive Officer (“CEO”), and Mr. Chuck Hull, one of our founders and our Chief Technology Officer, are executive officers of the Company and, as such, are not independent directors; and
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Dr. Vasant Padmanabhan is an executive officer of Smith+Nephew, a customer of the Company that purchased software and on-demand services in each of 2018, 2019, and 2020. Prior to nominating Dr. Padmanabhan to the Board, the Governance Committee undertook a review of these transactions and Dr. Padmanabhan’s actual or potential interest in them. The transactions had an aggregate value of less than $1 million in each year and were negotiated in arm’s length transactions under terms similar to those offered in other third-party transactions. Based on a review of the facts and circumstances of the transactions the Board determined (based on the recommendation of the Governance Committee) that Dr. Padmanabhan had no direct or indirect material interest in the transactions.
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Director Name
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Audit
Committee
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Compliance
Committee
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Compensation
Committee
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Corporate
Governance and
Sustainability
Committee
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Technology
Committee
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Malissia R. Clinton
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X*
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X
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William E. Curran
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X*
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X
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X
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Thomas W. Erickson
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X
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X
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Jeffrey A. Graves
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Charles W. Hull
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X
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William D. Humes
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X
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X
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Jim D. Kever
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X
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X*
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Charles G. McClure, Jr
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X
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Kevin S. Moore
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X
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X*
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Vasant Padmanabhan
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John J. Tracy
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X
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X*
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Jeffrey Wadsworth
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X
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X
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X
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*
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Chairperson
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monitoring our systems of internal accounting and financial controls;
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our public reporting processes;
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the retention, performance, qualifications, and independence of our independent registered public accounting firm;
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the performance of our internal audit function;
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the annual independent audit of our consolidated financial statements;
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the integrity of our consolidated financial statements;
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the oversight of our enterprise compliance risk relating to financial and competitive risk exposures; and
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our compliance with legal and regulatory requirements.
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determine the compensation of our CEO (the CEO may not be present during voting or deliberations regarding his compensation);
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determine the compensation of all of our other executive officers, each a direct report of the CEO;
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administer our equity compensation plans and authorize the issuance of shares of Common Stock and other equity instruments under those plans; and
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perform the duties and responsibilities of the Board of Directors under our 401(k) Plans.
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assist the Board in identifying individuals qualified to become Board members;
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assist the Board in determining the independence of the Board nominees;
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recommend to the Board nominees to be elected at annual meetings of stockholders;
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recommend to the Board nominees to fill vacancies or newly created directorships at other times;
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recommend to the Board the corporate governance guidelines applicable to the Company;
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lead the Board in its reviews of the performance of the Board and its committees;
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recommend to the Board nominations of the directors to serve on each committee;
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monitor our environmental, social and governance strategy, policies and practices; and
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assist the Board in the development of executive succession plans.
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review the Company’s technology strategy and approach, including its impact on the Company’s performance, growth, and competitive position;
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review the Company’s technology capabilities and intellectual property and provide guidance on the Company’s technology and innovation strategy;
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assess the Company’s technical workforce and its suitability for meeting needs, including engineering leadership and the development and succession planning process for critical technology experts;
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review and advise on the Company’s research and development expenditure plans; and
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assist the Board in its oversight of the Company’s technology initiatives and investments, including through acquisitions and other business development activities.
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the amount involved will or may be expected to exceed $120,000 in any calendar year;
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we or any of our subsidiaries would be a participant; and
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any person who is or was in the current or immediately preceding calendar year an executive officer, director, director nominee, greater than five percent beneficial owner of our Common Stock or immediate family member of any of the foregoing has or will have a direct or indirect interest.
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employment arrangements with executive officers where such executive officer’s employment in that capacity and compensation for serving as an executive officer has been approved by the Board, the Compensation Committee, or another committee of independent directors;
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director compensation arrangements where such arrangement has been approved by the Governance Committee (or another committee of independent directors) and the Board;
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awards to executive officers and directors under compensatory plans and arrangements pursuant to our 2015 Incentive Plan (the “Plan”) and our 2004 Restricted Stock Plan for Non-Employee Directors (the “Directors Stock Plan”), the exercise by any executive officer or director of any previously awarded stock option that is exercised in accordance with its terms, and any grants or awards made to any director or executive officer under any other equity compensation plan that has been approved by our stockholders;
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certain transactions with other companies where a related party has a de minimis relationship (as described in the policy) with the other company and the amount involved in the transaction does not exceed the lesser of $500,000 or 2 percent of the other company’s total annual revenue;
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charitable contributions made by us to a charitable organization where a related party has a de minimis relationship and the amount involved does not exceed the lesser of $10,000 or two percent of the charitable organization’s total annual receipts and charitable contributions under any matching program maintained by us that is available on a broad basis to employees generally; and
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other transactions where all security holders receive proportional benefits.
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Title
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Minimum Stock Ownership Requirement
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Chief Executive Officer
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6x annual base salary
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Chief Financial Officer
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3x annual base salary
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Other Executive Officers (EVPs)
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2x annual base salary
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Other Senior Officers (SVPs)
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1x annual base salary
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The Board of Directors has adopted a series of corporate governance documents, including Corporate Governance Guidelines, a Code of Conduct for our employees, a Code of Ethics for Senior Financial Executives and Directors, and a Related-Party Transaction Policy; and
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Each standing committee of the Board operates under a written charter that has been approved by the Board.
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Fees Earned
or Paid in
Cash
($)
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Stock
Awards(1)
($)
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All Other
Compensation
($)
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Total
($)
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Malissia Clinton
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91,213
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188,984
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—
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280,197
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William E. Curran
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145,120
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149,997
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—
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295,117
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Thomas W. Erickson
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117,893
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149,997
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—
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267,890
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William D. Humes
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91,725
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149,997
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—
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241,722
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Jim D. Kever
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84,663
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149,997
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—
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234,660
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Charles G. McClure, Jr
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253,844
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149,997
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—
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403,841
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Kevin S. Moore
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117,351
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149,997
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—
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267,348
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Vasant Padmanabhan(2)
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4,212
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144,031
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—
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148,243
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John J. Tracy
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98,132
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149,997
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—
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248,129
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Jeffrey Wadsworth
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84,557
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149,997
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—
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234,554
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(1)
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Represents the aggregate grant date fair value of the restricted stock awards granted in 2020 to each non-employee director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). The value of the restricted stock awards is determined by multiplying the number of shares awarded by the closing price of our Common Stock on the date of grant. Except for Ms. Clinton and Dr. Padmanabhan, the amounts in this column include awards of 10,000 and 15,209 shares of Common Stock made to directors in office as part of their annual equity award under the 2015 Incentive Plan on May 19 and September 21, 2020. Such awards were valued based on the closing market price of our Common Stock on the date of grant ($8.73 and $5.01 per share on May 19 and September 21, 2020, respectively). For Ms. Clinton, the amounts included in this column include (a) the awards of 10,000 and 15,209 shares of Common Stock made to directors in office as part of their annual equity award on May 19 and September 21, 2020, respectively, and (b) an award of 3,647 shares of Common Stock made to Ms. Clinton on December 30, 2020 under the 2015 Incentive Plan, with a grant date value based on ($10.69 per share) the closing market price on December 30, to make her whole for miscalculations made when determining the number of shares to be issued as part of her Initial and Interim Grants awarded upon her appointment to the Board in 2019. These amounts should have been calculated in accordance with the Non-Employee Director Compensation Policy but were mistakenly calculated using the legacy compensation method used prior to the adoption of that policy. For Dr. Padmanabhan, the amounts in this column include an Initial Grant of 8,287 shares of Common Stock and an Interim Grant of 7,628 shares of Common Stock made upon his election to the Board on December 1, 2020, valued based on the closing market price of our Common Stock ($9.05 per share) on December 1, 2020, the date of grant.
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(2)
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Dr. Padmanabhan was elected to the Board on December 1, 2020. The amount disclosed is his prorated fees earned for service during the portion of 2020 in which he served as a director.
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The Chairman of the Board of Directors receives a fee of $250,000 per annum for such service.
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Non-employee directors (other than the Chairman of the Board) receive an annual retainer of $50,000.
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The Chairman of the Audit Committee, the Compensation Committee, and the Technology Compensation Committee each receive an annual retainer of $30,000.
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The Chairman of the Compliance Committee receives an annual retainer of $20,000, and the Chairman of the Governance Committee receives an annual retainer of $10,000.
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Each member of the Audit Committee and the Compensation Committee (in each case, other than the Chairman) receives a $15,000 annual retainer.
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Each member of the Compliance Committee and the Technology Committee (in each case, other than the Chairman) receives a $10,000 annual retainer.
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Each member of the Governance Committee (other than the Chairman) receives a $5,000 annual retainer.
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We no longer pay meeting fees to our non-employee directors.
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to attract employees, and to retain current employees, with the skills and attributes that we need to promote the growth and success of our business;
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to motivate our employees to achieve our strategic objectives;
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to create an alignment of interests between our employees and our stockholders;
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to align rewards with achievement of our goals and objectives; and
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to encourage our employees to conduct themselves in accordance with our values and Code of Conduct.
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Executed on succession plans upon retirement of CEO, Vyomesh Joshi, and departure of CFO, Todd Booth. As a result:
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Dr. Jeffrey A. Graves was appointed President and CEO effective May 26, 2020.
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Jagtar Narula was appointed Executive Vice President and CFO effective September 14, 2020.
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Reviewed and updated market-based job architecture for all employees to ensure appropriate levels of pay at each employee classification across the Company.
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Continued engagement of independent compensation consultant for the Compensation Committee.
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In response to the COVID-19 pandemic, which rendered our original 2020 Annual Incentive Plan obsolete while presenting new short-term corporate performance objectives, implemented a second-half 2020 revised Annual Incentive Plan (the “2H 2020 AIP”) focused on achieving cost-reduction objectives of reorganization and restructuring activities designed to align our operating costs with current revenue levels and better position the Company for future sustainable and profitable growth.
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After consideration of the recommendation the independent compensation consultant, made grants of performance-based restricted stock units in amounts based on the market-based job architecture:
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to certain of our NEOs tied to achievement of pre-determined revenue and operating profit performance targets in February 2020; and
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to certain new executives tied to achievement of pre-determined total stockholder return (“TSR”) targets set at the time of grant in May and October 2020.
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No payout earned under the original 2020 Annual Incentive Plan or the 2020 Performance Share Units granted in February 2020.
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Made payouts of 49% of target Company-wide to bonus eligible employees, including certain NEOs, under the 2H 2020 AIP.
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Name
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Title
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Dr. Jeffrey A. Graves
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President, Chief Executive Officer and Director
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Jagtar Narula
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Executive Vice President and Chief Financial Officer
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Menno Ellis
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Executive Vice President, Healthcare Solutions
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Andrew M. Johnson
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Executive Vice President, Chief Legal Officer and Secretary
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Reji Puthenveetil
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Executive Vice President, Industrial Solutions
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Vyomesh I. Joshi
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Former President and Chief Executive Officer
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Todd A. Booth
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Former Executive Vice President and Chief Financial Officer
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Wayne Pensky
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Former Interim Chief Financial Officer
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Herbert Koeck
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Former Executive Vice President, Global Go-To-Market
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Philip C. Schultz
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Former Executive Vice President, Operations
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Alignment with long-term shareholders’ interests. We believe our executives’ interests are more directly aligned with our shareholders’ interests when compensation programs emphasize an appropriate balance of short- and long-term financial performance, are impacted by our stock price performance, and require meaningful ownership of our stock.
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Competitiveness. We believe an executive’s total compensation should be competitive at the target performance level as compared with the executive compensation at our peer group companies so to attract qualified executives, motivate performance, and retain, develop, and reward executives with the abilities and skills needed to foster long-term value creation.
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Motivate achievement of financial goals and strategic objectives. We believe an effective way to create value over the long-term is to make a significant portion of our executives’ overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives and on the value of our stock.
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Reward superior performance. We believe that although our executives’ total compensation should be tied to achievement of financial goals and strategic objectives and should be competitive at the target performance level, performance that exceeds target should be appropriately rewarded. We also believe there should be downside risk of below-target payouts – or no payouts – if our financial performance is below target and if we do not achieve our financial goals and strategic objectives.
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Respond to change. We believe that as our industry evolves and our opportunities for competitive business advantages change over time, we must likewise evolve in order to continue to create value. Our executive compensation program must likewise be tailored to our strategic priorities (which may require changing the performance measures in our incentive plans) and our current outlook (which may impact how we calibrate incentive plan payouts to various levels of performance).
|
•
|
to determine the amount of any annual incentive compensation to be awarded to each NEO for the preceding calendar year;
|
•
|
to determine any adjustments to be made to the annual salary of each NEO for the current year; and
|
•
|
to approve our incentive compensation program for the current year and establish target incentive compensation amounts for the current calendar year for each of the NEOs.
|
•
|
quantitative criteria, including revenue size, margins, market cap, headcount and R&D spend;
|
•
|
qualitative criteria, including service and product offerings and end markets served; and
|
•
|
likely competitors for executive talent.
|
ADTRAN, Inc.
|
| |
iRobot Corporation
|
Avid Technology
|
| |
Mercury Systems, Inc.
|
CONMED Corporation
|
| |
Penumbra, Inc
|
Extreme Networks, Inc.
|
| |
Plantronics, Inc.
|
FARO Technologies, Inc.
|
| |
Proto Labs, Inc.
|
Harmonic Inc.
|
| |
Pure Storage, Inc.
|
Integra LifeSciences Holding Corp.
|
| |
Viavi Solutions, Inc.
|
•
|
annual base salaries;
|
•
|
when earned, incentive awards under our Annual Incentive Program; and
|
•
|
long-term equity compensation under our 2015 Incentive Plan.
|
*
|
Represents reduced 2H 2020 AIP opportunity target (47% of original 2020 Annual Incentive Plan target). 2H 2020 AIP payout was 49% of original 2020 Annual Incentive Plan target. See “2020 Incentive Compensation Program” and “Impact of the COVID-19 Pandemic on the 2020 Incentive Compensation Program” below for further details.
|
**
|
Represents target value of Performance-Based Equity Awards based on TSR performance over a 3-year performance period.
|
***
|
Represents target value of Performance-Based Equity Awards based on 2020 budgeted revenue and non-GAAP operating profit; 0% of the target 2020 Performance-Based Equity Awards were earned.
|
Name
|
| |
2019 Year-End
Base Salary
($)
|
| |
2020 Year-End
Base Salary
($)
|
| |
Aggregate %
Increase
|
Jeffrey A. Graves
|
| |
n/a
|
| |
825,000
|
| |
—
|
Jagtar Narula
|
| |
n/a
|
| |
400,000
|
| |
—
|
Menno Ellis
|
| |
357,000
|
| |
400,000
|
| |
12.0
|
Andrew M. Johnson
|
| |
356,380
|
| |
374,000
|
| |
5.0
|
Reji Puthenveetil
|
| |
n/a
|
| |
400,000
|
| |
—
|
•
|
Targets are used to determine the amount of any annual incentive that a NEO can expect to receive if we achieve our financial objectives for the year in question. In setting these target incentive awards, the Compensation Committee considers each NEO’s level of responsibility and the recommendations of our CEO.
|
•
|
Target incentive awards are set at levels that are designed to link a substantial portion of each NEO’s total annual compensation opportunity to attaining the corporate objectives. Although generally higher, the Compensation Committee aims for at least one-third of each NEO’s annual cash compensation opportunity to be at risk. See “—Grants of Plan-Based Awards in 2020” below for a summary of target incentive awards for the NEOs applicable to 2020.
|
•
|
No minimum incentive awards are guaranteed to NEOs. The pool for the annual incentive plan is not funded unless the Company achieves certain pre-determined financial objectives.
|
•
|
Base target amounts represent the incentive awards that could be awarded assuming achievement of 100% of the pre-determined financial objectives.
|
•
|
Maximum amounts represent the maximum amount that may generally be awarded to each NEO under the program for the year in question. Our maximum annual incentive awards were equal to 150% of the target annual incentive awards for each of our NEOs during 2020.
|
•
|
50% of the funding of the 2020 annual incentive program bonus pool was based on the achievement of an annual revenue budget; and
|
•
|
50% of the funding of the 2020 annual incentive program bonus pool was based on the achievement of an annual budgeted level of non-GAAP operating profit.
|
Performance Metric
|
| |
Annualized Run-Rate Cost Saving
in Place at December 31, 2020
|
Threshold (pays 50% of reduced opportunity)
|
| |
$30 million
|
Target (pays 100% of reduced opportunity)
|
| |
$60 million
|
Maximum* (pays 120% of reduced opportunity)
|
| |
$70 million
|
Adjusted EBITDA is defined as non-GAAP operating income plus depreciation. Non-GAAP operating income is defined as GAAP operating income adjusted for strategic acquisitions or divestures, non-recurring charges and certain non-cash expenses such as amortization of intangibles, acquisition and severance expenses, stock-based expense, litigation settlements and charges related to strategic decisions and portfolio realignment. Adjusted EBITDA is useful in evaluating period-over-period performance.
|
2
|
Reconciliation of Adjusted EBITDA to the closest GAAP financial measure:
|
|
| |
Year Ended
December 31, 2020
|
(in millions, except per share amounts)
GAAP Operating income (loss)
|
| |
$(119.0)
|
Adjustments:
|
| |
|
Amortization, stock-based compensation & other
|
| |
33.4
|
Legal, acquisition and divestiture related
|
| |
4.5
|
Cost optimization plan, including severance costs
|
| |
22.3
|
Product end of life adjustment
|
| |
10.9
|
Goodwill impairment
|
| |
48.3
|
Non-GAAP Operating income (loss)
|
| |
$0.3
|
Depreciation
|
| |
28.4
|
Adjusted EBITDA
|
| |
$28.7
|
Name
|
| |
Payment
Amount
($)
|
| |
Percentage
of Target
(%)
|
Dr. Jeffrey A. Graves
|
| |
404,250(1)
|
| |
49.0%
|
Jagtar Narula
|
| |
59,726(2)
|
| |
29.9%
|
Menno Ellis
|
| |
98,000
|
| |
49.0%
|
Andrew M. Johnson
|
| |
91,630
|
| |
49.0%
|
Reji Puthenveetil
|
| |
48,220(2)
|
| |
24.1%
|
(1)
|
Per the terms of Dr. Graves’ employment agreement, his 2020 bonus payout was guaranteed to be paid in immediately vested restricted stock at no less than target (or 100% of salary) under the original 2020 Annual Incentive Plan. At the request of Dr. Graves, the Compensation Committee approved the waiver of this provision and Dr. Graves’ participation in the 2H 2020 AIP. As such, Dr. Graves received a bonus equal to 49% of target as opposed to the prorated amount of his target award (i.e., 51.8% of target).
|
(2)
|
Per the terms of their respective employment agreements, 2020 bonus incentive payouts for Messrs. Narula and Puthenveetil were guaranteed at target under the original 2020 Annual Incentive Plan, prorated for the year from their respective start dates and paid in immediately vested restricted stock at the fair market value on February 1, 2021, the date of grant. Since these payouts were guaranteed by the terms of their employment agreements under the original 2020 Annual Incentive Plan, neither Messrs. Narula nor Puthenveetil participated in the 2H 2020 AIP.
|
Name
|
| |
Award
Amount
($)
|
Jeffrey A. Graves
|
| |
2,000,000
|
Jagtar Narula
|
| |
1,800,000
|
Reji Puthenveetil.
|
| |
0
|
(1)
|
See “Employment Agreements and Other Agreements with NEOs” below for further details on these awards.
|
Name
|
| |
2020 LTI
Award at
Target(1)
($)
|
Menno Ellis
|
| |
605,000
|
Andrew Johnson.
|
| |
665,000
|
Vyomesh Joshi
|
| |
n/a
|
Todd Booth
|
| |
835,000
|
Herbert Koeck
|
| |
240,000
|
Philip C. Schultz
|
| |
740,000
|
(1)
|
See “2020 Long-Term Equity Awards” below for further details on the 2020 LTI awards.
|
Name
|
| |
2020 LTI
Award at
Target(1)
($)
|
Jeffrey A. Graves
|
| |
2,500,000
|
Jagtar Narula
|
| |
0
|
Reji Puthenveetil
|
| |
1,000,000
|
(1)
|
See “2020 New Hire Equity Awards for Certain NEOs” above for further details on these 2020 LTI awards.
|
•
|
50% of earnout based on the achievement of an annual revenue budget; and
|
•
|
50% of earnout based on the achievement of an annual budgeted level of non-GAAP operating profit.
|
Name
|
| |
Target
Performance
Share Units
(#)
|
| |
Restricted
Stock
(#)
|
| |
Aggregate
Fair
Market
Value of
Grants(1)
($)
|
Jeffrey A. Graves
|
| |
170,068
|
| |
170,068
|
| |
2,862,211
|
Menno Ellis
|
| |
27,500
|
| |
27,500
|
| |
667,150
|
Andrew Johnson
|
| |
30,227
|
| |
30,227
|
| |
733,307
|
Reji Puthenveetil
|
| |
92,712
|
| |
92,712
|
| |
1,002,633
|
Vyomesh Joshi
|
| |
0
|
| |
0
|
| |
0
|
Todd Booth
|
| |
37,955
|
| |
37,955
|
| |
920,788
|
Herbert Koeck
|
| |
10,909
|
| |
10,909
|
| |
264,652
|
Philip C. Schultz
|
| |
33,636
|
| |
33,636
|
| |
816,009
|
(1)
|
The amounts represent the aggregate grant date fair value of the restricted stock and of the performance share units computed in accordance with ASC Topic 718 and are determined by multiplying the target number of units awarded by the closing price of our Common Stock on the date of grant, except for the performance share units issued to Dr. Graves and Mr. Puthenveetil for which the grant date fair value was determined using a Monte Carlo simulation technique under the option pricing method. Assumptions used in the calculation of these amounts are included in Note 16 – Stock-Based Compensation to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2020.
|
|
| |
|
| |
Pre-Set Goals
|
| |
2020 Actual
Achievement
|
||||||
Performance Goals
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||
|
| |
|
| |
(amounts shown in US$ millions)
|
|||||||||
Revenue
|
| |
50%
|
| |
630
|
| |
670
|
| |
720
|
| |
557
|
Non-GAAP operating income(1)
|
| |
50%
|
| |
2.0
|
| |
8.4
|
| |
23.4
|
| |
0.3
|
(1)
|
See footnotes on page 32 for description of the calculation of non-GAAP operating income and a reconciliation to the closest GAAP financial metric, operating income (loss).
|
Name
|
| |
Target
Performance
Share Units
(#)
|
| |
Restricted
Stock
(#)
|
| |
Target LTI
Award Value
($)
|
Jeffrey A. Graves
|
| |
105,748
|
| |
105,748
|
| |
2,750,000
|
Jagtar Narula
|
| |
38,454
|
| |
38,454
|
| |
1,000,000
|
Menno Ellis
|
| |
38,454
|
| |
38,454
|
| |
1,000,000
|
Reji Puthenveetil
|
| |
38,454
|
| |
38,454
|
| |
1,000,000
|
Andrew Johnson
|
| |
32,686
|
| |
32,686
|
| |
850,000
|
•
|
an initial restricted stock award for shares of Common Stock with a value of $2,000,000 that vests 20%, 40%, and 40% on December 31, 2020, December 31, 2021, and December 31, 2022, respectively, subject to his continued employment, and
|
•
|
a long-term equity grant with a value of $2,500,00 equally divided between a time-based restricted stock award that vests in 3 equal installments on each of the first, second, and third anniversaries of the date of grant, and a performance share units a restricted stock (“PSU”) award, which may be earned during the three-year period ending on May 11, 2023 based on the achievement at threshold (25%), target (50%), and maximum (75%) TSR, which would earn 50%, 100%, and 150% of the PSUs, respectively, vesting for each subject his continued employment, and
|
•
|
a 2020 bonus restricted stock award for shares of Common Stock with a value equal to the pro-rata calculation of his 2020 annual performance bonus at target, which shall vest immediately upon issuance. Dr. Graves waived this provision of his agreement in exchange for participation in, and payout under the 2H 2020 AIP at the same level as employees in general, i.e., 49% of target.
|
•
|
an initial time-based restricted stock award for shares of Common Stock with a value of $1,800,000 that vests in two equal annual installments on the first and second anniversaries of the date of grant, subject his continued employment, and
|
•
|
a 2020 bonus restricted stock award with a value equal to the pro-rata calculation of Mr. Narula’s 2020 annual performance bonus at target, which vested immediately upon issuance.
|
•
|
a long-term equity grant with a value of $1,000,00 equally divided between a time-based restricted stock award, that vests in 3 equal installments on October 1 of 2021, 2022, and 2023, and a PSU award, which may be earned during the period commencing on October 1, 2020 and ending on the third anniversary based on the achievement at threshold (25%), target (50%), and maximum (75%) TSR, which would earn 50%, 100%, and 150% of the PSUs, respectively, and
|
•
|
a 2020 bonus restricted stock award with a value equal to the pro-rata calculation of Mr. Puthenveetil’s 2020 annual performance bonus at target, which vested immediately upon issuance, and
|
•
|
a 2021 long-term equity award for shares of Common Stock with a value equal to $1,000,000, equally divided between time-based restricted stock and PSUs, issued on a date and pursuant to performance criteria set by the Compensation Committee as part of its 2021 executive compensation program.
|
Name and Principal
Position(1)
|
| |
Year
|
| |
Salary(2)
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(3)
($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation(4)
($)
|
| |
All Other
Compensation(5)
($)
|
| |
Total
($)
|
Jeffrey Graves
President and Chief Executive Officer
|
| |
2020
|
| |
488,654
|
| |
—
|
| |
5,332,933(6)
|
| |
—
|
| |
—
|
| |
95,773
|
| |
5,917,360
|
Jagtar Narula
Executive Vice President and Chief Financial Officer
|
| |
2020
|
| |
115,385
|
| |
—
|
| |
1,859,532
|
| |
—
|
| |
|
| |
—
|
| |
1,974,917
|
Menno Ellis
Executive Vice President - Healthcare Solutions
|
| |
2020
|
| |
376,562
|
| |
—
|
| |
742,144
|
| |
—
|
| |
98,000
|
| |
8,400
|
| |
1,225,105
|
Andrew Johnson
Executive Vice President, Chief Legal Officer and Secretary
|
| |
2020
|
| |
360,446
|
| |
—
|
| |
733,307
|
| |
—
|
| |
91,630
|
| |
8,400
|
| |
1,193,783
|
|
2019
|
| |
346,000
|
| |
—
|
| |
792,543
|
| |
—
|
| |
30,820
|
| |
75,401
|
| |
1,244,764
|
||
|
2018
|
| |
346,000
|
| |
—
|
| |
276,768
|
| |
—
|
| |
—
|
| |
78,677
|
| |
701,445
|
||
Reji Puthenveetil
Executive Vice President - Industrial Solutions
|
| |
2020
|
| |
167,308
|
| |
—
|
| |
1,148,862
|
| |
—
|
| |
—
|
| |
16,428
|
| |
1,332,598
|
Vyomesh Joshi
Former President and Chief Executive Officer
|
| |
2020
|
| |
411,881
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
437,876
|
| |
849,757
|
|
2019
|
| |
953,000
|
| |
—
|
| |
2,250,004
|
| |
—
|
| |
164,821
|
| |
4,397
|
| |
3,372,223
|
||
|
2018
|
| |
953,000
|
| |
—
|
| |
1,165,346
|
| |
—
|
| |
—
|
| |
4,269
|
| |
2,122,615
|
||
Todd Booth
Former Executive Vice President and Chief Financial Officer
|
| |
2020
|
| |
228,365
|
| |
—
|
| |
920,788
|
| |
—
|
| |
|
| |
80,977
|
| |
1,230,130
|
|
2019
|
| |
135,192
|
| |
75,000(7)
|
| |
881,995
|
| |
—
|
| |
13,695
|
| |
—
|
| |
1,105,882
|
||
Wayne Pensky
Former Interim Chief Financial Officer
|
| |
2020
|
| |
120,749
|
| |
—
|
| |
89,646
|
| |
—
|
| |
—
|
| |
—
|
| |
210,395
|
Philip Schultz
Former Executive Vice President - Operations
|
| |
2020
|
| |
261,617
|
| |
—
|
| |
1,015,735
|
| |
—
|
| |
—
|
| |
215,008
|
| |
1,492,361
|
|
2019
|
| |
392,486
|
| |
—
|
| |
1,108,248
|
| |
—
|
| |
35,547
|
| |
7,000
|
| |
1,543,281
|
||
Herbert Koeck
Former Executive Vice President - Go-To-Market
|
| |
2020
|
| |
528,785
|
| |
—
|
| |
355,282
|
| |
—
|
| |
—
|
| |
445,451
|
| |
1,329,518
|
|
2019
|
| |
528,203
|
| |
—
|
| |
851,987
|
| |
—
|
| |
43,676
|
| |
89,751
|
| |
1,513,616
|
(1)
|
This column includes the name and principal position of each NEO during the fiscal year ended December 31, 2020. The employment of Messrs. Voshi, Booth, Pensky, Koeck and Schultz with the Company ended on May 17, June 13, September 13, December 31, and August 15, 2020, respectively.
|
(2)
|
The amounts in the salary column represent the salary paid to each NEO with respect to each year during which he was a NEO. For Messrs. Puthenveetil and Pensky these amounts include $75,000 and $120,749, respectively, of consulting fees paid by the Company for services rendered.
|
(3)
|
The amounts reported in this column for 2020 represent the aggregate grant date fair value computed in accordance with ASC Topic 718 of restricted stock awards, performance share unit awards granted in fiscal 2020 to Messrs. Ellis, Johnson, Booth, Koeck and Schultz, of which none were determined earned based on actual 2020 financial results, and performance share unit awards granted to Dr. Graves and Mr. Puthenveetil. The amounts for Messrs. Koeck and Schultz include the incremental fair value of the acceleration of 15,599 and 33,511 shares, respectively, of restricted stock and restricted stock units upon their respective termination of employment by the Company. The value of the restricted stock awards is determined by multiplying the number of shares awarded by the closing price of our Common Stock on the date of grant. With respect to performance share unit awards granted to Messrs. Ellis, Johnson, Booth, Koeck and Schultz the highest level of performance conditions would have resulted in achievement of 150% of the target amounts. These amounts for each NEOs would have been as follows: Mr. Ellis, $500,363; Mr. Johnson, $549,980; Mr. Booth, $690,591; Mr. Koeck, $198,489; and Mr. Schultz, $612,007. See “2020 Performance Equity Awards” above. Assumptions used in the calculation
|
(4)
|
The amounts in this column represent the amounts awarded to each NEO under the 2H 2020 AIP in cash. Amounts settled in immediately-vested shares of restricted stock pursuant to the terms of their respective employment agreements for Mr. Graves (5,167 shares), Mr. Narula (1,530 shares), and Mr. Puthenveetil (1,292 shares) are included in the Stock Awards column.
|
(5)
|
The amounts represent matching contributions made by the Company in accordance with the terms of the Company’s 401(k) Plan for all NEOs except Messrs. Graves, Narula, Puthenveetil, Booth and Koeck. Additional amounts included in the “All Other Compensation” column for 2020 include: (a) for Mr. Graves, payment of $95,773 in relocation benefit payment, (b) for Mr. Puthenveetil, $10,272 in relocation benefit payments, $3,835 in rent reimbursement for temporary housing in Rock Hill, SC and $2,321 in commuting expense reimbursements, (c) for Mr. Voshi, $320,110 in consulting fees pursuant to the terms of his transition agreement, $424 in COBRA reimbursements and $113,141 in payment for vacation time accrued but unused at the time of his retirement, (d) for Mr. Schultz, severance payments of $137,000 and $56,922 in payment for vacation time accrued but unused at the time of his separation, and (e) for Mr. Koeck, severance payments of $357,708, $56,922 in payment for vacation time accrued but unused at the time of his separation, $4,225 in relocation benefit payments, $6,596 in medical benefits, $4,863 in severance medical benefits and $20,000 to make him whole for a Swiss tax adjustment incurred at year end. Amounts paid to Messrs. Joshi, Schultz and Koeck were made pursuant to the terms of their individual agreements described in great detail under “Employment Agreements and Other Agreements with NEOs” above.
|
(6)
|
The amount included in the “Stock Awards” column for Dr. Graves includes a $427,192 bonus amount due to him under the terms of his employment agreement as a guaranteed bonus under the 2020 Annual Incentive Plan, prorated for the number of days in 2020 that Dr. Graves was employed by the Company, to be paid in shares of immediately-vested Common Stock. However, Dr. Graves elected to waive the 2020 bonus provisions in his employment agreement and participate in the 2H 2020 AIP, described above in “Impact of the COVID-19 Pandemic on the 2020 Incentive Compensation Program”. As such, Dr. Graves actual 2020 bonus amount was $404,236 (or 49% of his target).
|
(7)
|
The sign-on bonus paid to Mr. Booth in 2019 was repaid to the Company in full upon his departure from the Company on June 13, 2020.
|
|
| |
|
| |
|
| |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
|
| |
Estimated Future Payments Under
Equity Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number
of Shares
or Units
(#)
|
| |
Grant Date
Fair Value
of Stock and
Option
Awards(1)
($)
|
||||||||||||
|
| |
|
| |
Date
|
| |
Threshold
($)
|
| |
Base
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Base
Target
(#)
|
| |
Maximum
(#)
|
| |||||
Jeffrey Graves
|
| |
2020 Incentive Compensation Program
|
| |
5/26/2020
|
| |
412,500
|
| |
825,000
|
| |
1,237,500(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2H 2020 AIP
|
| |
9/21/2020
|
| |
198,000
|
| |
396,000
|
| |
475,200
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
5/26/2020
|
| |
|
| |
|
| |
|
| |
85,034
|
| |
170,068
|
| |
255,102(3)
|
| |
170,068
|
| |
2,862,211
|
|
| |
New Hire RSA Award
|
| |
5/26/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
272,108
|
| |
2,043,531
|
Jagtar Narula
|
| |
2020 Incentive Compensation Program
|
| |
8/20/2020
|
| |
100,000
|
| |
200,000
|
| |
300,000(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
New Hire RSA Award
|
| |
9/14/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
289,389
|
| |
1,800,000
|
Menno Ellis
|
| |
2020 Incentive Compensation Program
|
| |
2/4/2020
|
| |
91,500
|
| |
183,000
|
| |
274,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2H 2020 AIP
|
| |
9/21/2020
|
| |
45,600
|
| |
91,200
|
| |
109,440
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
|
| |
|
| |
|
| |
|
| |
13,750
|
| |
27,500
|
| |
41,250(4)
|
| |
27,500
|
| |
667,150
|
|
| |
Promotion RSA Award
|
| |
7/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,932
|
| |
74,994
|
Andrew Johnson
|
| |
2020 Incentive Bonus Plan
|
| |
2/4/2020
|
| |
89,000
|
| |
178,000
|
| |
267,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2H 2020 AIP
|
| |
9/21/2020
|
| |
42,720
|
| |
85,440
|
| |
102,528
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
2/4/2020
|
| |
|
| |
|
| |
|
| |
15,114
|
| |
30,227
|
| |
45,341(4)
|
| |
30,227
|
| |
733,307
|
Reji Puthenveetil
|
| |
2020 Incentive Compensation Program
|
| |
10/3/2020
|
| |
100,000
|
| |
200,000
|
| |
300,000(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
10/5/2020
|
| |
|
| |
|
| |
|
| |
46,356
|
| |
92,712
|
| |
139,068(3)
|
| |
92,712
|
| |
1,002,633
|
|
| |
RSA Award for Contract Services
|
| |
10/5/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,230
|
| |
95,958
|
Vyomesh I. Joshi
|
| |
2020 Incentive Compensation Program
|
| |
2/4/2020
|
| |
476,500
|
| |
953,000
|
| |
1,429,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
Todd Booth
|
| |
2020 Incentive Bonus Plan
|
| |
2/4/2020
|
| |
118,750
|
| |
237,500
|
| |
356,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
2/4/2020
|
| |
|
| |
|
| |
|
| |
18,978
|
| |
37,955
|
| |
56,933(4)
|
| |
37,955
|
| |
920,788
|
Wayne Pensky
|
| |
RSAs
|
| |
8/31/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
16,329
|
| |
120,749
|
Herbert Koeck
|
| |
2020 Incentive Bonus Plan
|
| |
2/4/2020
|
| |
126,250
|
| |
252,500
|
| |
378,750
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
2/4/2020
|
| |
|
| |
|
| |
|
| |
5,455
|
| |
10,909
|
| |
16,364(4)
|
| |
10,909
|
| |
264,252
|
Philip Schultz
|
| |
2020 Incentive Bonus Plan
|
| |
2/4/2020
|
| |
102,750
|
| |
205,500
|
| |
308,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
2020 LTI Performance Shares and RSAs
|
| |
2/4/2020
|
| |
|
| |
|
| |
|
| |
16,818
|
| |
33,636
|
| |
50,454(4)
|
| |
33,636
|
| |
816,009
|
(1)
|
The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column represent the aggregate grant date fair value computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 – Stock-Based Compensation to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2020.
|
(2)
|
The amounts payable under the 2020 Incentive Bonus Plan for Messrs. Graves, Narula, and Puthenveetil were guaranteed to be at least target and subject to proration based on the number of days of the year that each individual was an active employee of the Company. Mr. Graves elected to waive his contractual right to a bonus payout at target in exchange for payout at the same level paid Company-wide: 49.0%.
|
(3)
|
The amounts in these columns represent performance share units that vest based on achievement of TSR over a 3-year performance period in full on March 15, 2023.
|
(4)
|
The amounts in these columns represent performance share units that vest based on achievement of certain 2020 performance measures in three equal installments on March 1 of 2021, 2022 and 2023. As previously noted, it was determined on March 18, 2021 that no performance share units were earned.
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(1)
(#)
|
| |
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(2)
($)
|
| |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested(2)
($)
|
Jeffrey Graves
|
| |
5/26/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
217,686(3)
|
| |
2,281,349
|
| |
—
|
| |
—
|
|
| |
5/26/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
170,068(4)
|
| |
1,782,313
|
| |
—
|
| |
—
|
|
| |
5/26/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
170,068(10)
|
| |
1,782,313
|
Jagtar Narula
|
| |
9/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
289,389(5)
|
| |
3,032,797
|
| |
—
|
| |
—
|
Menno Ellis
|
| |
12/1/2016
|
| |
—
|
| |
100,000
|
| |
13.28
|
| |
12/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
12/1/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
20,000(11)
|
| |
209,600
|
|
| |
2/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,351(6)
|
| |
24,638
|
| |
—
|
| |
—
|
|
| |
2/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,183(7)
|
| |
127,678
|
| |
—
|
| |
—
|
|
| |
12/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,329(7)
|
| |
87,288
|
| |
—
|
| |
—
|
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
27,500(12)
|
| |
288,200
|
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
27,500(4)
|
| |
288,200
|
| |
—
|
| |
—
|
|
| |
7/17/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,932(4)
|
| |
114,567
|
| |
—
|
| |
—
|
Andrew Johnson
|
| |
7/26/2016
|
| |
—
|
| |
160,000
|
| |
13.25
|
| |
7/26/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
7/26/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,000(11)
|
| |
419,200
|
|
| |
2/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,723(6)
|
| |
39,017
|
| |
—
|
| |
—
|
|
| |
2/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15,838(7)
|
| |
165,982
|
| |
—
|
| |
—
|
|
| |
12/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8072(7)
|
| |
84,595
|
| |
—
|
| |
—
|
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
30,227(12)
|
| |
316,779
|
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
30,227(4)
|
| |
316,779
|
| |
—
|
| |
—
|
Reji Puthenveetil
|
| |
10/5/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
92,712(8)
|
| |
971,622
|
| |
—
|
| |
—
|
|
| |
10/5/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
92,712(10)
|
| |
971,622
|
Vyomesh Joshi
|
| |
2/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15,678(6)
|
| |
164,305
|
| |
—
|
| |
—
|
|
| |
2/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
27,413(9)
|
| |
287,288
|
| |
—
|
| |
—
|
Todd Booth
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Wayne Pensky
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Herbert Koeck
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Philip Schultz
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Option awards in this column vest upon the satisfaction of certain share price performance conditions.
|
(2)
|
Value calculated based on the $10.48 closing price of our stock on December 31, 2020.
|
(3)
|
This award vests in equal installments on December 31 of 2022 and 2023.
|
(4)
|
Awards vest in equal installments over a three-year period on the first, second and third anniversaries of the grant date.
|
(5)
|
Award vests in equal installments on the first and second anniversaries of the grant date.
|
(6)
|
These restricted stock unit awards were granted pursuant to the terms of the 2018 performance-based restricted stock unit awards granted on February 15, 2018, under which 41% of the target performance share units were earned by each NEO, and vest in full on March 1, 2021.
|
(7)
|
Awards vest in equal installments on the second and third anniversaries of the grant date.
|
(8)
|
Awards vest in equal installments over a three-year period on October 1 of 2021, 2022 and 2023.
|
(9)
|
This award vests in full on the second anniversary of the grant date, as the third tranche was cancelled per the terms of Mr. Joshi Advisory Agreement with the Company.
|
(10)
|
Amount represents the number of performance-based restricted stock unit awards based on achievement of target performance over a three-year performance period.
|
(11)
|
Restricted stock awards that vest upon the satisfaction of certain share price and financial performance conditions.
|
(12)
|
Amount represents the number of performance-based restricted stock unit awards granted on February 18, 2020 based on achievement of target performance. On March 18, 2021, the Compensation Committee determined that, based on the results of the Company’s 2020 financial results, threshold performance levels were not met and no shares were earned under the terms of these awards.
|
|
| |
Number of
Shares Acquired
on Vesting
(#)
|
| |
Value Realized
on Vesting(1)
($)
|
Jeffrey Graves
|
| |
54,422
|
| |
570,343
|
Jagtar Narula
|
| |
—
|
| |
—
|
Menno Ellis
|
| |
25,809
|
| |
247,507
|
Andrew Johnson
|
| |
31,976
|
| |
298,440
|
Reji Puthenveetil
|
| |
19,230
|
| |
95,958
|
Vyomesh Joshi
|
| |
60,387
|
| |
646,762
|
Todd Booth
|
| |
1,437
|
| |
13,695
|
Wayne Pensky
|
| |
16,329
|
| |
89,646
|
Herbert Koeck
|
| |
44,207
|
| |
341,438
|
Philip Schultz
|
| |
53,743
|
| |
406,812
|
(1)
|
Amounts reflect the aggregate market value of our Common Stock based on the closing price of our Common Stock on the applicable vesting date.
|
•
|
An amount equal to 150% of his base salary, payable in 18 equal monthly installments;
|
•
|
Any accrued but unpaid base salary as of the termination date;
|
•
|
Any accrued but unused vacation time;
|
•
|
Any accrued but unpaid performance bonus as of the termination date, on the same terms and at the same times as would have applied had the NEO’s employment not terminated;
|
•
|
Acceleration of any unvested shares remaining under his new hire time-based equity award; and
|
•
|
If the NEO elects COBRA coverage for health and/or dental insurance, Company-paid monthly premium payments for such coverage such that the NEO’s contributions to such plans will remain the same as if the NEO were employed by the Company until the earliest of: (1) 18 months from the termination date or (2) the date the NEO is no longer eligible for COBRA coverage.
|
•
|
An amount equal to the NEO’s base salary, payable in 12 equal monthly installments;
|
•
|
Any accrued but unpaid base salary as of the termination date;
|
•
|
Any accrued but unpaid performance bonus as of the termination date, on the same terms and at the same times as would have applied had the NEO’s employment not terminated; and
|
•
|
If the NEO elects COBRA coverage for health and/or dental insurance, Company-paid monthly premium payments for such coverage such that the NEO’s contributions to such plans will remain the same as if the NEO were employed by the Company until the earliest of: (1) 12 months from the termination date; or (2) the date the NEO is no longer eligible for COBRA coverage.
|
•
|
Vesting of the equity awards granted to Mr. Puthenveetil in 2020 would continue in the ordinary course schedule if he was terminated without cause or he terminated his employment as a result of constructive discharge (as defined in his agreement) on December 31, 2020.
|
2020 annual incentive program bonus(1)
|
| |
$0
|
Consulting fees(2)
|
| |
$476,500
|
(1)
|
No amounts were earned under the 2020 annual incentive plan, and Mr. Joshi was not eligible to participate in the 2H 2020 incentive plan.
|
(2)
|
Consulting fee to be paid under transition agreement after retirement (paid monthly over 12 months).
|
Name(1)
|
| |
Without Cause or
Good Reason (not
in Connection with
a Change in
Control)(2)
|
| |
Death or
Disability(3)
|
| |
Termination in
Connection with
a Change in
Control)(4)
|
Jeffrey A. Graves
|
| |
$3,965,988
|
| |
$2,708,541
|
| |
$9,599,763
|
Jagtar Narula
|
| |
$3,507,786
|
| |
$59,532
|
| |
$4,015,514
|
Menno Ellis
|
| |
$511,298
|
| |
$98,000
|
| |
$1.948.519
|
Andrew M. Johnson
|
| |
$478,928
|
| |
$91,630
|
| |
$1,876,229
|
Reji Puthenveetil
|
| |
$460,622
|
| |
$50,272
|
| |
$2,909,041
|
(1)
|
None of the NEOs will receive any special benefits in the event of voluntary separation without good reason or termination for cause. Under standard plan provisions, the NEOs will continue to be eligible for benefits under the Company’s medical and dental plans until the last day of the month in which termination occurs. Any bonus earned in the year of termination is forfeited.
|
(2)
|
Amounts in this column represent the cash and benefits to be paid to the NEO in the event of termination by the Company without cause or resignation with good reason (each as defined in the NEO’s employment agreement). For Dr. Graves the severance benefits represent (i) 18 months of base salary, (ii) payment of the bonus earned under the 2020 Annual Incentive Plan, (iii) accelerated vesting of the unvested shares under his new hire RSA award (217,686 shares), and (iv) COBRA reimbursement for 18 months.
|
(3)
|
Amounts in this column represent the bonus for the year of termination that each NEO would have received in the event of termination by death or disability. Benefits for Dr. Graves also includes accelerated vesting of the unvested shares under his new hire RSA award (217,686 shares), as provided for under his employment agreement in the event of termination for death or disability. The value of the accelerated equity amount was computed based on the closing price of our Common Stock on December 31, 2020 of $10.48.
|
(4)
|
The amounts in this row are payable in the event of termination by the Company without cause or resignation for “constructive discharge” within six months prior to or two years after a “change of control.” Certain amounts are duplicative of amounts payable in the event of termination by the Company without cause or resignation for “constructive discharge” not in connection with a change of control. For Dr. Graves the severance benefits represent (i) two times the sum of (x) the NEO’s then-current base salary and (y) the NEO’s target cash incentive bonus amount, (ii) payment of the bonus earned under the 2020 Annual Incentive Plan, (iii) accelerated vesting of the unvested shares under his new hire RSA award (387,754 shares), (iv) the conversion of outstanding PSUs into immediately-accelerated RSAs (payout assumed at target share amount of 170,068 shares), and (v) COBRA reimbursement for 24 months.
|
•
|
the annual total compensation of our CEO, calculated as described below from information reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $6,329,241; and
|
•
|
the annual total compensation of our median employee (excluding our CEO) was $67,220.
|
1.
|
We determined that, as of December 31, 2020, our active, global employee population consisted of approximately 2,158 individuals (excluding the CEO). This population consisted of our full-time, part-time and temporary employees employed with us as of that date.
|
2.
|
To identify the median employee from our employee population, we used annual base salary as of December 31, 2020.
|
3.
|
For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for the 2020 fiscal year in accordance with the requirements of Item 402(c)(2)(x), which are the same requirements we used to determine the annual total compensation of our CEO.
|
4.
|
To calculate the annualized total compensation of our CEO, we combined the amount earned by our former CEO, Mr. Joshi, during his tenure as CEO in 2020, as reported in the 2020 “Salary” column of our 2020 Summary Compensation Table included in this Proxy Statement on page 42, and the amount reported in the “Total” column of our 2020 Summary Compensation Table for our current CEO, Dr. Graves, which he earned during his tenure as CEO in 2020.
|
•
|
by each person known to us to be the beneficial owner of more than five percent of our Common Stock;
|
•
|
by each current director and nominee for director and each of our NEOs; and
|
•
|
by all of our directors and executive officers as a group.
|
|
| |
Shares of Common Stock
Beneficially Owned(1)
|
|||
Name and Address of Beneficial Owner
|
| |
Number of
Shares
|
| |
Percentage
Ownership
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
| |
19,317,108(2)
|
| |
15.6%
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
12,428,045(3)
|
| |
10.0%
|
Invesco Ltd.
1555 Peachtree St. NE, Site 1800
Atlanta, GA 30309
|
| |
8,683,767(4)
|
| |
7.0%
|
Jeffrey A. Graves
|
| |
543,235(5)
|
| |
*
|
Jagtar Narula
|
| |
328,655(6)
|
| |
*
|
Menno Ellis
|
| |
133,886(7)
|
| |
*
|
Andrew M. Johnson
|
| |
219,988(8)
|
| |
*
|
Reji Puthenveetil
|
| |
151,093(9)
|
| |
*
|
Malissia Clinton
|
| |
42,735
|
| |
*
|
William E. Curran
|
| |
103,387
|
| |
*
|
Thomas W. Erickson
|
| |
118,178
|
| |
*
|
Charles W. Hull
|
| |
539,922(10)
|
| |
*
|
William D. Humes
|
| |
62,566
|
| |
*
|
Jim D. Kever
|
| |
373,650(11)
|
| |
*
|
Charles G. McClure, Jr.
|
| |
50,848
|
| |
*
|
Kevin S. Moore
|
| |
1,559,041(12)
|
| |
1.2%
|
Vasant Padmanabhan
|
| |
15,915
|
| |
*
|
John J. Tracy
|
| |
49,442
|
| |
*
|
Jeffrey Wadsworth
|
| |
50,848
|
| |
*
|
Vyomesh I. Joshi
|
| |
0
|
| |
*
|
Todd Booth
|
| |
1,165
|
| |
*
|
Wayne Pensky
|
| |
16,329
|
| |
*
|
Herbert Koeck
|
| |
87,815
|
| |
*
|
Philip C. Schultz
|
| |
0
|
| |
*
|
All directors and current executive officers as a group (17 persons)
|
| |
4,407,221(13)
|
| |
3.6%
|
*
|
Less than one percent
|
(1)
|
Percentage ownership is based on the number of shares of Common Stock outstanding and entitled to vote as of March 19, 2021, the record date for the Annual Meeting. Common Stock numbers include, with respect to the stockholder in question, Common Stock which the stockholder could acquire within 60 days of the record date.
|
(2)
|
BlackRock, Inc. filed a Schedule 13G on January 25, 2021 indicating that it has sole voting power over 19,092,267 of these shares and sole dispositive power over 19,317,108 of these shares.
|
(3)
|
The Vanguard Group filed an Amended Schedule 13G on February 10, 2021 indicating that it has shared voting power over 125,367 of these shares, sole dispositive power over 12,203,963 of these shares and shared dispositive power over 224,082 of these shares.
|
(4)
|
Invesco Ltd. filed an Amended Schedule 13G on February 12, 2021 indicating that it has sole voting power over 8,632,033 of these shares and sole dispositive power over 8,683,767 of these shares.
|
(5)
|
Consists of (a) 49,733 shares of Common Stock that Dr. Graves holds directly, and (b) 493,502 shares of restricted stock subject to time-based vesting conditions. Excludes 275,816 performance share units which only vest upon the achievement of certain TSR over the applicable three-year performance period.
|
(6)
|
Consists of (a) 812 shares of Common Stock that Mr. Narula holds directly, and (b) 327,843 shares of restricted stock subject to time-based vesting conditions. Excludes 38,454 performance share units which only vest upon the achievement of certain TSR over a three-year performance period.
|
(7)
|
Consists of (a) 51,747 shares of Common Stock that Mr. Ellis holds directly, and (b) 82,139 shares of restricted stock subject to time-based vesting conditions. Excludes 38,454 performance share units which only vest upon the achievement of certain TSR over a three-year performance period.
|
(8)
|
Consists of (a) 139,624 shares of Common Stock that Mr. Johnson holds directly, and (b) 80,364 shares of restricted stock subject to time-based vesting conditions. Excludes 40,000 shares of restricted stock which only vest upon the achievement of certain performance conditions related to company stock price and 32,686 performance share units which only vest upon the achievement of certain TSR over a three-year performance period. Also excludes 160,000 shares subject to stock options granted under the 2015 Incentive Plan which only vest upon the achievement of certain performance conditions.
|
(9)
|
Consists of (a) 19,927 shares of Common Stock that Mr. Puthenveetil holds directly, and (b) 131,166 shares of restricted stock subject to time-based vesting conditions. Excludes 131,166 performance share units which only vest upon the achievement of certain TSR over the applicable three-year performance period.
|
(10)
|
Consists of (a) 79,070 shares of Common Stock that Mr. Hull holds directly, (b) 389,805 shares of Common Stock held in the Charles William Hull and Charlene Antoinette Hull 1992 Revocable Living Trust for which Mr. and Mrs. Hull serve as trustees, and (c) 71,047 shares of restricted stock subject to time-based vesting conditions. Excludes 40,000 shares of restricted stock which only vest upon the achievement of certain performance conditions related to company stock price and 23,072 performance share units which only vest upon the achievement of certain TSR over a three-year performance period. Also excludes 160,000 shares subject to stock options granted under the 2015 Incentive Plan which only vest upon the achievement of certain performance conditions.
|
(11)
|
Consists of 373,650 shares of Common Stock that Mr. Kever holds directly. Excludes 98,673 shares of Common Stock held by an irrevocable trust for the benefit of Mr. Kever’s children who have reached the age of majority.
|
(12)
|
Consists of (a) 2,734 shares of Common Stock that Mr. Moore owns directly, (b) 137,693 shares of Common Stock held in the name of Kevin S. Moore, Trustee, The Kevin Scott Moore 2011 Revocable Living Trust dated September 13, 2011, and (c) the 1,418,614 shares beneficially owned by The Clark Estates, Inc., with respect to which Mr. Moore disclaims beneficial ownership as well as any pecuniary interest.
|
(13)
|
Consists of (a) 3,183,280 shares of Common Stock that this group holds directly, and (b) 1,224,717 shares of restricted stock subject to time-based vesting conditions.
|
|
| |
2020
|
| |
2019
|
|
| |
(in thousands)
|
|||
Audit Fees(1)
|
| |
$1,707
|
| |
$1,717
|
Audit-Related Fees(2)
|
| |
42
|
| |
41
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$1,749
|
| |
$1,758
|
(1)
|
Audit fees consisted of audit work performed in the preparation of financial statements as well as fees for services provided in connection with (i) statutory and regulatory filings or engagements, (ii) comfort letters, statutory audits, attest services, consents, assistance with and review of documents filed with the SEC, and (iii) any other services that only the audit firm could reasonably provide.
|
(2)
|
Audit-related fees consisted primarily of services related to our employee benefit plans.
|
|
| |
Audit Committee:
|
|
| |
William E. Curran, Chairman
|
|
| |
William D. Humes
|
|
| |
Kevin S. Moore
|
•
|
electronically at www.proxyvote.com (before the Annual Meeting);
|
•
|
electronically at www.virtualshareholdermeeting.com/DDD2021 (during the Annual Meeting)
|
•
|
by mail by using the proxy card and postage-paid return envelope that you receive; or
|
•
|
by calling toll-free 1-800-690-6903 within the U.S., U.S. territories and Canada (up until 11:59 p.m., Eastern Time, on Monday, May 17, 2021, the business day prior to the Annual Meeting).
|
•
|
voting electronically by internet at a later time;
|
•
|
voting by telephone at a later time;
|
•
|
submitting a properly signed proxy or voting instruction form with a later date; or
|
•
|
voting live during the Annual Meeting.
|
Proposal
|
| |
Impact of Abstentions
|
| |
Impact of Broker Non-Votes
|
Proposal 1—Election of 12 directors
|
| |
No impact
|
| |
No impact
|
|
| |
|
| |
|
Proposal 2—Approval, on an advisory basis, of NEO compensation
|
| |
Counts against
|
| |
No impact
|
|
| |
|
| |
|
Proposal 3— Ratification of appointment of BDO USA, LLP
|
| |
Counts against
|
| |
Not applicable
|
|
| |
|
| |
|
Proposal 4— Stockholder proposal to reduce the ownership required for stockholder to call a special meeting
|
| |
Counts against
|
| |
No impact
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Andrew M. Johnson
Secretary
|
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