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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atmi Inc. (MM) | NASDAQ:ATMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.98 | 0 | 01:00:00 |
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
06-1481060
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
7 Commerce Drive, Danbury, CT
|
|
06810
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
|
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
•
|
Focus on Shareholder Return.
The long-term incentive structure ties ATMI executive compensation more directly to shareholder return, through the use of PRSUs (50%) and stock options (50%), as further described below.
|
•
|
Percentage of Performance-Based Equity Compensation.
Restricted equity awards to executive officers consist entirely of PRSUs, rather than a combination of performance-vested and time-vested restricted stock grants. 50% of all long-term incentive award value is based solely on relative shareholder return, while the remaining 50% is derived from stock options which are directly linked to increases in shareholder value.
|
•
|
All Restricted Stock Grants to Vest Based on Relative Total Shareholder Return
. All restricted equity awards to senior executives are in the form of PRSUs. These awards vest based on the relative performance of ATMI stock versus the Russell 2000 index, rather than using either solely the passage of time or an absolute performance metric to determine vesting.
|
•
|
Use of a Broad Set of Performance Metrics
. ATMI’s annual and long-term incentive compensation arrangements are based on two different sets of performance metrics. Annual incentive cash compensation is based on achievement of pre-established financial and individual strategic objectives, while restricted equity awards to senior executives vest based on the relative performance of ATMI stock as noted above.
|
•
|
Percentage of Annual Incentive Compensation Based on Overall Company Performance Metrics
. Eighty percent of executive officer annual incentive compensation is based on overall corporate performance with only twenty percent based on individual performance objectives.
|
•
|
No Excise Tax Gross-Ups
. The employment agreements of our Named Executive Officers with written agreements contain no change of control excise tax gross-up feature.
|
•
|
Stock Ownership Guidelines
. Stock ownership guidelines apply to our Chief Executive Officer and non-employee directors, to further align their interests with those of our stockholders. Within five years of becoming subject to such guidelines, it is recommended that: (1) independent Board members own an amount of ATMI stock with a value equal to at least three-times the annual cash retainer for Board service; and (2) the Chief Executive Officer owns an amount of ATMI stock with a value equal to at least three-times annual base salary. Our Chief Executive Officer and each non-employee Board member with at least five years of service are in compliance with the guidelines.
|
•
|
No Re-pricing of Stock Options
. Our equity compensation plans prohibit the re-pricing of outstanding stock option grants and the cash buyout of underwater options without the express consent of our stockholders.
|
•
|
Limited Levels of Cash Severance
. In a non-“change in control” scenario, the cash severance for our Chief Executive Officer is two times (2x) base salary and the cash severance for the other executive officers with employment agreements is one times (1x) base salary. For additional information, see “Individual Employment Agreements” on page 15, below.
|
•
|
Anti-Hedging Policy
. Our insider trading policy prohibits insiders (which includes our executive officers and directors) from short-selling securities of ATMI (i.e., selling stock that the individual does not own in the expectation the price will decline) or engaging in transactions in exchange-traded or other options (puts and calls) on ATMI’s stock.
|
•
|
Double-Trigger Change in Control Severance
. The employment agreements for our senior executives contain “double trigger” provisions that do not provide for cash severance payments upon a change in control unless the executive’s employment actually terminates. For additional information, see “Individual Employment Agreements” on page 15, below.
|
•
|
No Defined Benefit Pension Plan
. Retirement benefits are limited to a 401(k) plan available to all employees.
|
ELEMENT
|
|
DESIGN & OBJECTIVES
|
|
KEY HIGHLIGHTS
|
Base Salary
|
|
Fixed cash compensation paid bi-weekly for performing the daily job duties in amounts that are competitive in the markets in which we operate.
|
|
Salaries paid to executives holding comparable positions at Peer Group companies (as described below) serve as one key data point for the Committee in setting base salary levels; Radford provided a comprehensive review for the Committee in 2012 and 2013 that confirmed the salaries of our executives to be within +/- 10% of the 50th percentile of the competitive market median.
|
Annual Cash Incentives
|
|
Variable compensation to reward executives for achieving certain short-term financial and strategic goals that are established during the first quarter of each year.
|
|
Annual incentives are paid in cash, subject to the achievement of pre-determined operating and personal objectives established during the first quarter of each year.
|
Long-Term Equity Incentives
|
|
Variable compensation to link executive officers’ compensation directly to longer-term Company performance and to external market performance of our stock.
The long-term incentives mix for 2013 was comprised of two award types:
• 50% stock options
• 50% PRSUs
|
|
Stock options, granted under our equity incentive plans are inherently performance-based as the Company’s stock price must increase for optionees to realize any benefit.
PRSUs vest based on the relative performance of ATMI stock versus the Russell 2000 index.
|
Metric
|
|
Weighting
(%)
|
|
Target
|
|
Result
|
|
Resulting
Financial
Payout as % of
Target
|
||||
Consolidated Operating Income(1)
|
|
50
|
|
$
|
71,218,000
|
|
|
$
|
54,154,000
|
|
|
0% of Target
|
Consolidated Revenue
|
|
30
|
|
$
|
450,434,000
|
|
|
$
|
410,317,000
|
|
|
0% of Target
|
Weighted Result
|
|
|
|
|
|
|
|
0% of Target
|
(1)
|
Consolidated operating income of $40.1 million was adjusted for purposes of annual incentive compensation to exclude $11.5 million of non-cash asset impairment charges, $2.8 million of severance expenses, and a $0.7 million benefit associated with a change in fair value of a contingent consideration liability. Consolidated operating income was also adjusted to include a $0.4 million benefit associated with deferral of a royalty arrangement as a result of the sale of the LifeSciences business.
|
Metric
|
|
Weighting
(%)
|
|
Target
|
|
Result
|
|
Resulting
Financial
Payout as % of
Target
|
||||
Microelectronics Operating Income(1)
|
|
50
|
|
$
|
125,200,000
|
|
|
$
|
111,100,000
|
|
|
0% of Target
|
Microelectronics Revenue
|
|
30
|
|
$
|
393,700,000
|
|
|
$
|
358,300,000
|
|
|
0% of Target
|
Weighted Result
|
|
|
|
|
|
|
|
0% of Target
|
(1)
|
Microelectronics operating income of $96.8 million was adjusted for purposes of annual incentive compensation to exclude $11.5 million of non-cash asset impairment charges and $2.8 million of severance expenses.
|
|
2013 Target Award
(% of base salary)
|
|
2013 Target Award
($)
|
|
2013 Actual Award
($)
|
|
Actual Award As % of
Target
|
||||
Neugold
|
100%
|
|
$
|
570,000
|
|
|
$
|
114,000
|
|
|
20%
|
Carlson
|
60%
|
|
$
|
206,400
|
|
|
$
|
42,000
|
|
|
20%
|
Sharkey
|
55%
|
|
$
|
180,950
|
|
|
$
|
36,000
|
|
|
20%
|
Dubois
|
50%
|
|
$
|
161,000
|
|
|
$
|
32,000
|
|
|
20%
|
Kramer
|
50%
|
|
$
|
157,500
|
|
|
$
|
32,000
|
|
|
20%
|
|
|
|
LTI Components
|
|
PSRUs That
Would Vest @
Threshold
|
|
PSRUs That
Would Vest @
Target
|
|
PSRUs That
Would Vest @
Stretch
|
|||||||||||
|
LTI Targets
|
|
50% PSRUs
|
|
50% NQSOs
(1)
|
|
Performance (2)
|
|
Performance (3)
|
|
Performance (4)
|
|||||||||
Neugold
|
$
|
1,300,000
|
|
|
$
|
650,000
|
|
|
$
|
650,000
|
|
|
7,437
|
|
|
29,748
|
|
|
52,059
|
|
Carlson
|
$
|
510,000
|
|
|
$
|
255,000
|
|
|
$
|
255,000
|
|
|
2,918
|
|
|
11,670
|
|
|
20,423
|
|
Kramer
|
$
|
400,000
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
2,288
|
|
|
9,153
|
|
|
16,018
|
|
Sharkey
|
$
|
395,000
|
|
|
$
|
197,500
|
|
|
$
|
197,500
|
|
|
2,260
|
|
|
9,039
|
|
|
15,818
|
|
Dubois
|
$
|
275,000
|
|
|
$
|
137,500
|
|
|
$
|
137,500
|
|
|
1,573
|
|
|
6,293
|
|
|
11,013
|
|
(1)
|
The number of stock options granted is determined based upon the Black-Scholes-Merton valuation model for a 10-year-term option on the grant date, which results in fewer options than if we had used the expected term required by applicable accounting rules for expense determination purposes.
|
(2)
|
The number of units represents the sum of two tranches with separate performance periods as described above. The total number of units is calculated as the target value of the PRSU LTI component times the threshold amount (25%), divided by $21.85 (which was the closing price of ATMI common stock on February 14, 2013, the grant date).
|
(3)
|
The number of units represents the sum of two tranches with separate performance periods as described above. The total number of awards is calculated as the target value of the PRSU LTI component times the target amount (100%), divided by $21.85 (which was the closing price of ATMI common stock on February 14, 2013, the grant date).
|
(4)
|
The number of units represents the sum of two tranches with separate performance periods as described above. The total number of units is calculated as the target value of the PRSU LTI component times the stretch amount (175%), divided by $21.85 (which was the closing price of ATMI common stock on February 14, 2013, the grant date).
|
|
Second Tranche
PRSUs That Would Have
Vested @ Target
Performance (1)
|
|
Second Tranche Shares Actually Earned
Based on Relative Total
Shareholder Return
|
||
Neugold
|
7,346
|
|
|
7,052
|
|
Carlson
|
3,534
|
|
|
3,392
|
|
Sharkey
|
2,737
|
|
|
2,627
|
|
Dubois
|
1,906
|
|
|
1,829
|
|
Higinbotham
|
3,465
|
|
|
1,906
|
|
(1)
|
The three-year performance period tranche of the 2012 awards remains outstanding and will be measured at the conclusion of the applicable performance period. The two-year and three-year performance period tranches of the 2013 awards also remain outstanding and will be measured at the conclusion of the applicable performance periods.
|
Named Executive Officer and Principal
Position
|
|
Cash Severance (2)
|
|
Pro-Rated Bonus (3)
|
|
Stock Options (4)
|
|
RSAs (4)
|
|
Performance RSUs (4)
|
|
Benefits (5)
|
|
Outplacement (6)
|
|
Total Payment (7)
|
||||||||||||||||
Douglas A. Neugold, Chairman, Chief Executive Officer and President
|
|
$
|
2,850,000
|
|
|
$
|
—
|
|
|
$
|
1,101,861
|
|
|
$
|
1,108,465
|
|
|
$
|
1,756,119
|
|
|
$
|
38,418
|
|
|
$
|
15,000
|
|
|
$
|
6,869,863
|
|
Timothy C. Carlson, Executive Vice President, Chief Financial Officer and Treasurer
|
|
$
|
1,100,800
|
|
|
$
|
—
|
|
|
$
|
489,331
|
|
|
$
|
533,327
|
|
|
$
|
726,787
|
|
|
$
|
32,214
|
|
|
$
|
15,000
|
|
|
$
|
2,897,459
|
|
Daniel P. Sharkey, Executive Vice President, Business Development
|
|
$
|
1,019,900
|
|
|
$
|
—
|
|
|
$
|
378,973
|
|
|
$
|
413,092
|
|
|
$
|
562,925
|
|
|
$
|
19,767
|
|
|
$
|
15,000
|
|
|
$
|
2,409,657
|
|
Christian Kramer, Executive Vice President, GM Microelectronics
|
|
$
|
708,750
|
|
|
$
|
346,013
|
|
|
$
|
141,451
|
|
|
$
|
468,255
|
|
|
$
|
409,238
|
|
|
$
|
23,964
|
|
|
$
|
15,000
|
|
|
$
|
2,112,671
|
|
Lawrence H. Dubois, Executive Vice President, Chief Technology Officer
|
|
$
|
724,500
|
|
|
$
|
—
|
|
|
$
|
263,846
|
|
|
$
|
287,569
|
|
|
$
|
391,890
|
|
|
$
|
23,964
|
|
|
$
|
15,000
|
|
|
$
|
1,706,769
|
|
Named Executive Officer and Principal
Position
|
|
Cash Severance (8)
|
|
Pro-Rated Bonus
|
|
Stock Options (9)
|
|
RSAs (9)
|
|
Performance RSUs (9)
|
|
Benefits (10)
|
|
Total Payment
|
||||||||||||||
Douglas A. Neugold, Chairman, Chief Executive Officer and President
|
|
$
|
1,140,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
909,247
|
|
|
$
|
30,734
|
|
|
$
|
2,079,981
|
|
Timothy C. Carlson, Executive Vice President, Chief Financial Officer and Treasurer
|
|
$
|
344,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
388,245
|
|
|
$
|
16,107
|
|
|
$
|
748,352
|
|
Daniel P. Sharkey, Executive Vice President, Business Development
|
|
$
|
329,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,711
|
|
|
$
|
9,884
|
|
|
$
|
639,595
|
|
Christian Kramer, Executive Vice President, GM Microelectronics
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,520
|
|
|
$
|
—
|
|
|
$
|
170,520
|
|
Lawrence H. Dubois, Executive Vice President, Chief Technology Officer
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
209,348
|
|
|
$
|
—
|
|
|
$
|
209,348
|
|
(1)
|
The values in this table reflect estimated payments that would have been payable assuming various termination scenarios had occurred on December 31, 2013 (the Company's fiscal year end date). Calculations are based on a stock price of $30.21, the closing price on the last day in the fiscal year on which ATMI's stock traded (the "Year End Closing Price").
|
(2)
|
Cash severance for termination following a change of control is equal to the sum of the executive's annual salary plus target annual bonus times the executive's severance multiple as follows: two and one-half times for Mr. Neugold, two times for Mr. Carlson and Mr. Sharkey and one and one-half times for Mr. Kramer and Mr. Dubois per either the amended employment agreements (Neugold, Carlson, and Sharkey) or the Enhanced Severance Program (Kramer and Dubois).
|
(3)
|
No prorated bonus for year of termination; assumes regular bonus would be paid in the normal course; includes special incentive bonus for Mr. Kramer.
|
(4)
|
Under the Company's equity award agreements (as amended), all unvested options and RSAs vest upon a qualifying termination following a change of control. The stock option value represents the intrinsic value (based on a $30.21 stock price, the Year End Closing Price) of unvested stock options that would vest in the event of a change of control. The RSA value is equal to the number of shares that vest multiplied by the Year End Closing Price. Performance RSUs are deemed to be paid out according to actual performance as of the CIC date the share value of which is based on the Year End Closing Price.
|
(5)
|
As provided under proposed Enhanced Severance Program; reflects benefit continuation for duration of severance period.
|
(6)
|
As provided under proposed Enhanced Severance Program; assumes 6 months of outplacement services.
|
(7)
|
The amended employment agreements and Enhanced Severance Plan each provide a "net best" provision which, depending upon the facts and circumstances, may result in a reduction of payments to the executive to prevent an excise tax from being triggered for a particular executive as a result of the possible application of Section 280G of the Internal Revenue Code. The amounts shown in this column are calculated without regard to any potential cutback in the payments, because the amount of any such cutback would be based on a number of factors that are not reasonably determinable at this time (and thus the full amounts of the potential terminations payments, without cutback, are disclosed).
|
(8)
|
Cash severance equal to one times the annual base salary for Messrs. Carlson and Sharkey and two times the annual base salary for Mr. Neugold. Messrs. Kramer and Dubois do not have employment agreements that guarantee any severance amounts.
|
(9)
|
Under the Company's equity plans, all unvested stock options, RSAs and performance RSUs are forfeited upon an Involuntary Termination without Cause or for Good Reason, and performance RSU payouts are prorated based on actual relative performance achieved at the termination date.
|
(10)
|
Continued health benefits coverage for up to 12 months for Messrs. Carlson and Sharkey. Mr. Neugold is eligible for up to 24 months of health benefits coverage.
|
Name and Principal
Position
|
Year
|
|
Salary ($)
|
|
Bonus ($)
(1)
|
|
Stock Awards
($) (2)
|
|
Option
Awards ($) (3)
|
|
Non-Equity
Incentive Plan
Compensation
($) (4)
|
|
All Other
Compensation
($) (5)
|
|
Total ($)
|
||||||||||||||
Douglas A. Neugold, Chairman, Chief Executive Officer and President
|
2013
|
|
$
|
570,000
|
|
|
$
|
352,000
|
|
|
$
|
700,417
|
|
|
$
|
566,418
|
|
|
$
|
114,000
|
|
|
$
|
62,659
|
|
|
$
|
2,365,494
|
|
2012
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
619,900
|
|
|
$
|
465,001
|
|
|
$
|
76,200
|
|
|
$
|
65,454
|
|
|
$
|
1,776,555
|
|
|
2011
|
|
$
|
525,000
|
|
|
$
|
50,000
|
|
|
$
|
566,708
|
|
|
$
|
466,713
|
|
|
$
|
330,700
|
|
|
$
|
76,836
|
|
|
$
|
2,015,957
|
|
|
Timothy C. Carlson, Executive Vice President, Chief Financial Officer and Treasurer
|
2013
|
|
$
|
344,000
|
|
|
$
|
136,000
|
|
|
$
|
274,770
|
|
|
$
|
222,212
|
|
|
$
|
42,000
|
|
|
$
|
26,000
|
|
|
$
|
1,044,982
|
|
2012
|
|
$
|
328,000
|
|
|
$
|
—
|
|
|
$
|
298,263
|
|
|
$
|
223,720
|
|
|
$
|
28,800
|
|
|
$
|
25,444
|
|
|
$
|
904,227
|
|
|
2011
|
|
$
|
318,000
|
|
|
$
|
40,000
|
|
|
$
|
272,654
|
|
|
$
|
224,547
|
|
|
$
|
127,600
|
|
|
$
|
26,855
|
|
|
$
|
1,009,656
|
|
|
Christian Kramer, Executive Vice President, GM Microelectronics
|
2013
|
|
$
|
315,000
|
|
|
$
|
108,000
|
|
|
$
|
325,507
|
|
|
$
|
174,276
|
|
|
$
|
32,000
|
|
|
$
|
15,000
|
|
|
$
|
969,783
|
|
2012
|
|
$
|
286,635
|
|
|
$
|
—
|
|
|
$
|
148,900
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
5,232
|
|
|
$
|
490,767
|
|
|
2011
|
|
$
|
268,269
|
|
|
$
|
—
|
|
|
$
|
18,110
|
|
|
$
|
—
|
|
|
$
|
190,000
|
|
|
$
|
8,518
|
|
|
$
|
484,897
|
|
|
Daniel P. Sharkey, Executive Vice President, Business Development
|
2013
|
|
$
|
329,000
|
|
|
$
|
108,000
|
|
|
$
|
212,823
|
|
|
$
|
172,103
|
|
|
$
|
36,000
|
|
|
$
|
25,960
|
|
|
$
|
883,886
|
|
2012
|
|
$
|
324,000
|
|
|
$
|
—
|
|
|
$
|
231,004
|
|
|
$
|
173,279
|
|
|
$
|
26,700
|
|
|
$
|
38,810
|
|
|
$
|
793,793
|
|
|
2011
|
|
$
|
318,000
|
|
|
$
|
75,000
|
|
|
$
|
211,171
|
|
|
$
|
173,919
|
|
|
$
|
122,400
|
|
|
$
|
27,608
|
|
|
$
|
928,098
|
|
|
Lawrence H. Dubois, Executive Vice President, Chief Technology Officer
|
2013
|
|
$
|
322,000
|
|
|
$
|
81,000
|
|
|
$
|
148,168
|
|
|
$
|
119,820
|
|
|
$
|
32,000
|
|
|
$
|
25,300
|
|
|
$
|
728,288
|
|
2012
|
|
$
|
316,000
|
|
|
$
|
—
|
|
|
$
|
160,818
|
|
|
$
|
120,634
|
|
|
$
|
22,100
|
|
|
$
|
26,170
|
|
|
$
|
645,722
|
|
|
2011
|
|
$
|
310,000
|
|
|
$
|
—
|
|
|
$
|
215,754
|
|
|
$
|
121,078
|
|
|
$
|
107,700
|
|
|
$
|
26,153
|
|
|
$
|
780,685
|
|
|
Tod A. Higinbotham, Former Executive Vice President, GM Microelectronics
|
2013
|
|
$
|
48,839
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
328,905
|
|
|
$
|
377,744
|
|
2012
|
|
$
|
339,000
|
|
|
$
|
—
|
|
|
$
|
292,411
|
|
|
$
|
219,336
|
|
|
$
|
29,800
|
|
|
$
|
25,834
|
|
|
$
|
906,381
|
|
|
2011
|
|
$
|
332,000
|
|
|
$
|
30,000
|
|
|
$
|
267,313
|
|
|
$
|
220,142
|
|
|
$
|
127,800
|
|
|
$
|
24,800
|
|
|
$
|
1,002,055
|
|
(1)
|
The 2013 payments represent special recognition awards to the Named Executive Officers with respect to their work on pursuing strategic alternatives for the Company. The 2011 payments represent discretionary upward adjustments to 2011 annual incentive compensation in light of the contributions of our Named Executive Officers with respect to the completion of the SDS Direct Transaction.
|
(2)
|
The amounts in this column reflect the total of the restricted stock awards (PRSAs, RSAs and PRSUs) computed in accordance with FASB ASC Topic 718 pursuant to the Company’s long term incentive program during each of the fiscal years ended December 31, 2013, 2012 and 2011. For a discussion of the assumptions underlying these valuations please see Note 11 to the Company’s Consolidated Financial Statements included in the Company’s Form 10-K Annual Report for the fiscal year ended December 31, 2013.
|
(3)
|
Options were awarded on February 14, 2013, February 9, 2012, and February 10, 2011, respectively, and are valued at their grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions underlying these valuations please see Note 11 to the Company’s Consolidated Financial Statements included in the Company’s Form 10-K Annual Report for the fiscal year ended December 31, 2013.
|
(4)
|
These amounts represent incentive compensation awards paid related to the achievement of certain financial and strategic objectives for fiscal years 2013, 2012, and 2011.
|
(5)
|
These amounts include an executive team membership payment and matching contributions from the Company’s 401(k) plan, and in the case of Mr. Neugold, dues and fees for a club membership and an associated tax reimbursement. Also included is a severance payment associated with the terms of Mr. Higinbotham’s separation agreement. Mr. Higinbotham's employment with the Company terminated on February 12, 2013. For fiscal year 2013, the total amounts for each category are set forth in the table below.
|
Name and
Principal
Position
|
|
Year
|
|
Executive
Team
Membership
Payment
|
|
Tax
Reimbursements
|
|
Dues &
Fees
|
|
401(k)
Match
|
|
Life &
LTD
Insurance
|
|
Other
|
|
Severance
Related
Payments
|
|
Total ($)
|
||||||||||||||||
Douglas A. Neugold, Chairman, Chief Executive Officer and President
|
|
2013
|
|
$
|
37,500
|
|
|
$
|
5,940
|
|
|
$
|
9,019
|
|
|
$
|
10,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,659
|
|
Timothy C. Carlson, Executive Vice President, Chief Financial Officer and Treasurer
|
|
2013
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,200
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
—
|
|
|
$
|
26,000
|
|
Christian Kramer, Executive Vice President, GM Microelectronics
|
|
2013
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,000
|
|
Daniel P. Sharkey, Executive Vice President, Business Development
|
|
2013
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,200
|
|
|
$
|
760
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,960
|
|
Lawrence H. Dubois, Executive Vice President, Chief Technology Officer
|
|
2013
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,200
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
25,300
|
|
Tod A. Higinbotham, Former Executive Vice President, GM Microelectronics
|
|
2013
|
|
$
|
15,000
|
|
|
$
|
7,711
|
|
|
$
|
—
|
|
|
$
|
2,797
|
|
|
$
|
—
|
|
|
$
|
16,730
|
|
|
$
|
286,667
|
|
|
$
|
328,905
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
|
|
Estimated Future Payouts Under
Equity Incentive Plan
Awards (2)
|
|
All Other Stock Awards: Number of Shares of Stock (#) (3)
|
|
All Other Option Awards: Number of Securities Underlying Options (#) (4)
|
|
Exercise or Base
Price of Option
Awards / Market
Price on Grant Date
of Stock Awards
($/sh)
|
|
Grant Date Fair
Value of Stock and
Option Awards
|
|||||||||||||||||||||||
Name
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||||||||||
Douglas A. Neugold
|
2/14/2013
|
|
$
|
—
|
|
|
$
|
570,000
|
|
|
$
|
1,140,000
|
|
|
7,437
|
|
|
29,748
|
|
|
52,059
|
|
|
—
|
|
|
54,992
|
|
|
$
|
21.85
|
|
|
$
|
1,266,835
|
|
Timothy C. Carlson
|
2/14/2013
|
|
$
|
—
|
|
|
$
|
223,600
|
|
|
$
|
447,200
|
|
|
2,918
|
|
|
11,670
|
|
|
20,423
|
|
|
—
|
|
|
21,574
|
|
|
$
|
21.85
|
|
|
$
|
496,982
|
|
Christian F. Kramer
|
2/14/2013
|
|
$
|
—
|
|
|
$
|
157,500
|
|
|
$
|
315,000
|
|
|
2,288
|
|
|
9,153
|
|
|
16,018
|
|
|
5,000
|
|
|
16,920
|
|
|
$
|
21.85
|
|
|
$
|
499,783
|
|
Daniel P. Sharkey
|
2/14/2013
|
|
$
|
—
|
|
|
$
|
180,950
|
|
|
$
|
361,900
|
|
|
2,260
|
|
|
9,039
|
|
|
15,818
|
|
|
—
|
|
|
16,709
|
|
|
$
|
21.85
|
|
|
$
|
384,926
|
|
Lawrence H. Dubois
|
2/14/2013
|
|
$
|
—
|
|
|
$
|
161,000
|
|
|
$
|
322,000
|
|
|
1,573
|
|
|
6,293
|
|
|
11,013
|
|
|
—
|
|
|
11,633
|
|
|
$
|
21.85
|
|
|
$
|
267,988
|
|
(1)
|
Actual cash awards for fiscal year 2013 (paid in December 2013) under the annual incentive compensation program are included in the Summary Compensation Table for the fiscal year ended December 31, 2013, under “Non-Equity Incentive Plan Compensation.” Such awards were subject to performance-based conditions. For further explanation, see “Compensation and Other Information Concerning Officers and Directors—Compensation Discussion and Analysis—The Elements of the Company’s Total Compensation Program—Annual Incentive Compensation Awards.”
|
(2)
|
Amounts shown represent the number of PRSUs that could be earned for each of the two performance periods: (1) January 1, 2013 to December 31, 2014 and (2) January 1, 2013 to December 31, 2015. The indicated grant date fair value of these awards is calculated in accordance with FASB ASC Topic 718.
|
(3)
|
Grants of restricted stock awards that are subject to time-based vesting over five years (50% on the third anniversary of the grant date, and 25% on the fourth and fifth anniversaries of the grant date). The indicated grant date fair value of these stock awards is calculated in accordance with FASB ASC Topic 718. These awards were granted on February 22, 2013.
|
(4)
|
Options granted vest ratably on each anniversary date over the four-year period following the grant date and expire on the tenth anniversary of the grant date. The indicated grant date fair value of these option awards is calculated in accordance with FASB ASC Topic 718.
|
|
|
Stock Options
|
|
Awards
|
||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
(10 years
from grant
date)
|
|
Number
of Awards
That
Have Not
Vested
(#)
|
|
Market
Value of
Awards
That Have
Not Vested
($)
|
|
Number
of
Unearned
PRSUs
(#)
|
|
Market
Value or
Payout
Value of
Unearned
PRSUs
($)
|
||||||||
Douglas A. Neugold
|
|
30,000
|
|
—
|
|
|
$
|
21.87
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|||||
|
|
22,738
|
|
—
|
|
|
$
|
28.86
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|||||
|
|
32,676
|
|
—
|
|
|
$
|
30.53
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
|||||
|
|
30,217
|
|
—
|
|
|
$
|
31.29
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
24,921
|
|
—
|
|
|
$
|
13.82
|
|
|
2/11/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
39,335
|
(2)
|
13,112
|
|
|
$
|
16.90
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
24,157
|
(3)
|
24,157
|
|
|
$
|
18.48
|
|
|
2/10/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
9,970
|
(4)
|
29,910
|
|
|
$
|
24.05
|
|
|
2/9/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
—
|
(5)
|
54,992
|
|
|
$
|
21.85
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
3,835
|
(6)
|
$
|
115,855
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
7,840
|
(7)
|
$
|
236,846
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
3,676
|
(8)
|
$
|
111,052
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
14,340
|
(10)
|
$
|
433,211
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
7,001
|
(11)
|
$
|
211,500
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,837
|
|
(16)
|
$
|
55,496
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,719
|
|
(17)
|
$
|
112,351
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,718
|
|
(17)
|
$
|
112,321
|
|
|||||
Neugold Totals
|
|
214,014
|
|
122,171
|
|
|
|
|
|
|
36,692
|
|
$
|
1,108,464
|
|
|
9,274
|
|
|
$
|
280,168
|
|
Timothy C. Carlson
|
|
10,098
|
|
|
—
|
|
|
$
|
21.87
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
||||||
|
|
9,095
|
|
|
—
|
|
|
$
|
28.86
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
||||||
|
|
7,707
|
|
|
—
|
|
|
$
|
30.53
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
||||||
|
|
14,538
|
|
|
—
|
|
|
$
|
31.29
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
26,424
|
|
|
—
|
|
|
$
|
13.82
|
|
|
2/11/2019
|
|
|
|
|
|
|
|
|
||||||
|
|
3,900
|
|
(2)
|
1,301
|
|
|
$
|
16.90
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
15,024
|
|
(2)
|
5,009
|
|
|
$
|
16.90
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
11,622
|
|
(3)
|
11,623
|
|
|
$
|
18.48
|
|
|
2/10/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
4,796
|
|
(4)
|
14,391
|
|
|
$
|
24.05
|
|
|
2/9/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
—
|
|
(5)
|
21,574
|
|
|
$
|
21.85
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
1,846
|
|
(6)
|
$
|
55,768
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
3,772
|
|
(7)
|
$
|
113,952
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
1,769
|
|
(8)
|
$
|
53,441
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
6,899
|
|
(10)
|
$
|
208,419
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
3,368
|
|
(11)
|
$
|
101,747
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
883
|
|
(16)
|
$
|
26,675
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,459
|
|
(17)
|
$
|
44,076
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,459
|
|
(17)
|
$
|
44,076
|
|
|||||||
Carlson Totals
|
|
103,204
|
|
|
53,898
|
|
|
|
|
|
|
17,654
|
|
|
$
|
533,327
|
|
|
3,801
|
|
|
$
|
114,827
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christian F. Kramer
|
|
—
|
|
(5)
|
16,920
|
|
|
$
|
21.85
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
2,500
|
|
(9)
|
$
|
75,525
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
1,000
|
|
(12)
|
$
|
30,210
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
4,000
|
|
(13)
|
$
|
120,840
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
3,000
|
|
(14)
|
$
|
90,630
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
5,000
|
|
(15)
|
$
|
151,050
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,144
|
|
(17)
|
$
|
34,560
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,144
|
|
(17)
|
$
|
34,560
|
|
|||||||
|
|
—
|
|
|
16,920
|
|
|
|
|
|
|
15,500
|
|
|
$
|
468,255
|
|
|
2,288
|
|
|
$
|
69,120
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Daniel P. Sharkey
|
|
19,042
|
|
|
—
|
|
|
$
|
21.87
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
||||||
|
|
12,005
|
|
|
—
|
|
|
$
|
28.86
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
||||||
|
|
12,330
|
|
|
—
|
|
|
$
|
30.53
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
||||||
|
|
11,260
|
|
|
—
|
|
|
$
|
31.29
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
14,658
|
|
(2)
|
4,886
|
|
|
$
|
16.90
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
9,002
|
|
(3)
|
9,002
|
|
|
$
|
18.48
|
|
|
2/10/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
3,715
|
|
(4)
|
11,146
|
|
|
$
|
24.05
|
|
|
2/9/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
—
|
|
(5)
|
16,709
|
|
|
$
|
21.85
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
1,429
|
|
(6)
|
$
|
43,170
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
2,922
|
|
(7)
|
$
|
88,274
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
1,370
|
|
(8)
|
$
|
41,388
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
5,344
|
|
(10)
|
$
|
161,442
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
2,609
|
|
(11)
|
$
|
78,818
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
685
|
|
(16)
|
$
|
20,694
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,130
|
|
(17)
|
$
|
34,137
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,130
|
|
(17)
|
$
|
34,137
|
|
|||||||
Sharkey Totals
|
|
82,012
|
|
|
41,743
|
|
|
|
|
|
|
13,674
|
|
|
$
|
413,092
|
|
|
2,945
|
|
|
$
|
88,968
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lawrence H. Dubois
|
|
15,000
|
|
|
—
|
|
|
$
|
30.77
|
|
|
11/1/2017
|
|
|
|
|
|
|
|
|
||||||
|
|
7,839
|
|
|
—
|
|
|
$
|
31.29
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
10,205
|
|
(2)
|
3,402
|
|
|
$
|
16.90
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
6,267
|
|
(3)
|
6,267
|
|
|
$
|
18.48
|
|
|
2/10/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
2,586
|
|
(4)
|
7,760
|
|
|
$
|
24.05
|
|
|
2/9/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
—
|
|
(5)
|
11,633
|
|
|
$
|
21.85
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
995
|
|
(6)
|
$
|
30,059
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
2,034
|
|
(7)
|
$
|
61,447
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
954
|
|
(8)
|
$
|
28,820
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
3,720
|
|
(10)
|
$
|
112,381
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
1,816
|
|
(11)
|
$
|
54,861
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
477
|
|
(16)
|
$
|
14,410
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
787
|
|
(17)
|
$
|
23,775
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
786
|
|
(17)
|
$
|
23,745
|
|
|||||||
Dubois Totals
|
|
41,897
|
|
|
29,062
|
|
|
|
|
|
|
9,519
|
|
|
$
|
287,568
|
|
|
2,050
|
|
|
$
|
61,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tod A. Higinbotham
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331
|
|
(16)
|
$
|
10,000
|
|
|||||||
Higinbotham Totals
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
331
|
|
|
$
|
10,000
|
|
(1)
|
If the Company were to declare a dividend on its Common Stock with respect to any restricted stock awards not vested at the time of payment, such dividend would be deposited with the Company or a custodian designated by the Company and held in respect of such awards for the benefit of the holder until the restrictions on such shares lapse. The Company has never paid dividends on shares of its Common Stock. The market value of shares that have not vested is based upon the last reported sale price of the stock on the NASDAQ Global Select Market on December 31, 2013 ($30.21).
|
(2)
|
Options granted on February 11, 2010, are exercisable in 25% annual increments beginning February 11, 2011.
|
(3)
|
Options granted on February 10, 2011, are exercisable in 25% annual increments beginning February 11, 2012.
|
(4)
|
Options granted on February 9, 2012, are exercisable in 25% annual increments beginning February 9, 2013.
|
(5)
|
Options granted on February 14, 2013 are exercisable in 25% annual increments beginning February 14, 2014.
|
(6)
|
Restrictions on awards granted February 11, 2009 lapse 50% on February 11, 2012, and 25% on each of February 11, 2013 and February 11, 2014.
|
(7)
|
Restrictions on awards granted February 11, 2010 lapse 50% on February 11, 2013, and 25% on each of February 11, 2014 and February 11, 2015.
|
(8)
|
On February 1, 2011, the Board declared that the following PRSAs were earned as a result of the Company’s financial performance: 14,702 to Mr. Neugold; 6,934 to Mr. Higinbotham; 7,073 to Mr. Carlson; 5,478 to Mr. Sharkey; and 3,814 to Mr. Dubois. Restrictions on these awards lapse 25% on each of February 11, 2011, February 11, 2012, February 11, 2013, and February 11, 2014.
|
(9)
|
Restrictions on awards granted October 6, 2010 lapse 50% on October 6, 2013, and 25% on each of October 6, 2014 and October 6, 2015.
|
(10)
|
Restrictions on awards granted February 10, 2011 lapse 50% on February 11, 2014, and 25% on each of February 11, 2015 and February 11, 2016.
|
(11)
|
On February 9, 2012, the Board declared that the following PRSAs were earned as a result of the Company’s financial performance: 14,001 to Mr. Neugold; 6,604 to Mr. Higinbotham; 6,736 to Mr. Carlson; 5,217 to Mr. Sharkey; and 3,632 to Mr. Dubois. Restrictions on these awards lapse 25% on each of February 11, 2012, February 11, 2013, February 11, 2014, and February 11, 2015.
|
(12)
|
Restrictions on awards granted March 2, 2011 lapse 50% on March 2, 2014, and 25% on each of March 2, 2015 and March 2, 2016.
|
(13)
|
Restrictions on awards granted February 29, 2012 lapse 50% on February 29, 2015, and 25% on each of February 29, 2016 and February 29, 2017.
|
(14)
|
Restrictions on awards granted September 14, 2012 lapse 50% on September 14, 2015, and 25% on each of September 14, 2016 and September 14, 2017.
|
(15)
|
Restrictions on awards granted February 22, 2013 lapse 50% on February 22, 2016, and 25% on each of February 22, 2017 and February 22, 2018.
|
(16)
|
On January 28, 2013, the Compensation Committee and the Board declared that none of the PRSUs for the performance period January 1, 2012 through December 31, 2012 were earned. On January 21, 2014, the Board declared that the following PRSUs were earned as a result of the Company’s performance: 7,052 to Mr. Neugold; 3,392 to Mr. Carlson; 2,627 to Mr. Sharkey; 1,829 to Mr. Dubois; and 1,906 to Mr. Higinbotham. The awards for the performance period January 1, 2012 to December 31, 2014 remain outstanding and are shown at the threshold performance level.
|
(17)
|
The awards for the performance periods January 1, 2013 to December 31, 2014 and January 1, 2013 to December 31, 2015 granted on February 14, 2013 remain outstanding and are shown at the threshold performance level. See
Grants of Plan-Based Awards
table on page 21 for the maximum number of PRSUs that could be earned for each of the remaining performance periods.
|
|
|
Stock Options
|
|
RSAs
|
||||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise
($)
|
|
Number of
Shares
Acquired on
Vesting
|
|
Value Realized
on Vesting ($)
|
||||||
Douglas A. Neugold
|
|
59,169
|
|
|
$
|
467,024
|
|
|
18,850
|
|
|
$
|
331,868
|
|
Timothy C. Carlson
|
|
7,500
|
|
|
$
|
42,525
|
|
|
9,069
|
|
|
$
|
196,072
|
|
Christian F. Kramer
|
|
—
|
|
|
$
|
—
|
|
|
2,500
|
|
|
$
|
65,650
|
|
Daniel P. Sharkey
|
|
39,912
|
|
|
$
|
271,689
|
|
|
7,023
|
|
|
$
|
151,837
|
|
Lawrence H. Dubois
|
|
14,248
|
|
|
$
|
233,525
|
|
|
4,890
|
|
|
$
|
105,722
|
|
•
|
An annual retainer of $40,000.
|
•
|
An annual fee to each member of the Audit Committee and to its Chair of $12,000 and $24,000, respectively.
|
•
|
An annual fee to each member of the Compensation Committee and to its Chair of $7,500 and $15,000, respectively.
|
•
|
An annual fee to each member of the Corporate Governance and Nominating Committee and to its Chair of $7,500 and $15,000, respectively.
|
•
|
An annual fee to each member of the Technology Committee and to its Chair of $5,000 and $10,000, respectively.
|
•
|
An annual fee to the Lead Independent Director of $15,000.
|
•
|
Annual equity compensation with a value of approximately $120,000 divided equally between non-qualified stock option grants (using a Black-Scholes-Merton valuation model for a 10-year option) and RSAs. Such options vest on the first anniversary of the date of grant, expire on the tenth anniversary of the grant date and have an exercise price equal to the last reported sale price of our Common Stock on the NASDAQ Global Select Market on the grant date. Restrictions on RSAs granted to non-employee directors lapse on a straight-line basis on each anniversary of the award date over a three-year period.
|
|
|
Fees Earned or
Paid in Cash
|
|
Stock
Awards
|
|
Stock Options
|
|
All Other
Compensation
|
|
|
||||||||||
Name
|
|
($) (1)
|
|
($) (2)
|
|
($) (3)
|
|
($) (4)
|
|
Total ($)
|
||||||||||
Mark A. Adley (5)
|
|
$
|
82,000
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
194,283
|
|
Eugene G. Banucci, Ph.D. (6)
|
|
$
|
40,000
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
152,283
|
|
Robert S. Hillas (7)
|
|
$
|
71,500
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
183,783
|
|
Stephen H. Mahle (8)
|
|
$
|
62,500
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
174,783
|
|
C. Douglas Marsh (9)
|
|
$
|
55,000
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
167,283
|
|
George M. Scalise (10)
|
|
$
|
64,500
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
176,783
|
|
Mark B. Segall (11)
|
|
$
|
39,277
|
|
|
$
|
36,822
|
|
|
$
|
32,027
|
|
|
$
|
—
|
|
|
$
|
108,126
|
|
Cheryl L. Shavers, Ph.D. (12)
|
|
$
|
57,500
|
|
|
$
|
60,000
|
|
|
$
|
52,283
|
|
|
$
|
—
|
|
|
$
|
169,783
|
|
(1)
|
Messrs. Adley, Hillas, and Mahle elected to defer receipt of annual retainers and fees for Board and Committee service for 2012 into “deferred stock accounts” (see below under “Deferral of Board Retainer and Fees for Committee Service”). Dr. Banucci, Dr. Shavers and Messrs. Scalise and Segall elected to receive such annual retainer and fees in cash. Mr. Marsh elected to defer receipt of 80% of his annual retainer and fees into a “deferred stock account” and receive 20% of such annual retainer and fees in cash.
|
(2)
|
These amounts reflect the aggregate grant date fair value of stock awards granted on February 14, 2013 for all Directors except for Mr. Segall, calculated in accordance with applicable accounting guidance. Mr. Segall's awards were granted on May 22, 2013. The grant date fair value of RSAs granted on February 14, 2013 was $21.85 per share and the grant date fair value of RSAs granted on May 22, 2013 was $23.12 per share. Because Messrs. Adley, Hillas, Mahle and Marsh and Dr. Banucci are retirement eligible under the 2003 and 2010 Stock Plans, the compensation expense associated with their 2013 awards is being recognized over a one-year period, which represents the minimum period they must serve as a director following the grant date of the award in order to trigger the retirement provision, rather than the award’s three-year vesting period. There can be no assurance that these amounts will ever be realized.
|
(3)
|
These amounts reflect the aggregate grant date fair value of stock options granted on February 14, 2013 for all Directors except Mr. Segall, whose stock options were granted on May 22, 2013, calculated in accordance with applicable accounting guidance, using the expected term. The fair value as of the grant date for options is recognized on a straight-line basis over the number of months of service required for the grant to become non-forfeitable. The grant date fair value of options granted on February 14, 2013 was $10.30 per share and the grant date fair value of options granted on May 22, 2013 was $10.82. Option grants at their grant date fair value are computed in accordance with applicable accounting guidance using Black-Scholes-Merton option pricing assumptions. The assumptions used for purposes of calculating the Black-Scholes-Merton value of options granted on February 14, 2013 were as follows: expected life 7.93 years; expected volatility 41.0%; risk-free rate of return 1.6%; and dividend yield 0%. The assumptions used for purposes of calculating the Black-Scholes-Merton value of options granted on May 22, 2013 were as follows: expected life 7.87 years; expected volatility 41.0%; risk-free rate of return 1.5%; and dividend yield 0%. There can be no assurance that these amounts will ever be realized.
|
(4)
|
Included certain personal benefits; the amounts are de minimis and below the disclosable threshold.
|
(5)
|
Mr. Adley is the Chair of the Corporate Governance and Nominating Committee and a member of the Audit Committee. Mr. Adley also serves as the lead independent director of the Board of Directors. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Mr. Adley was 5,537and 41,814, respectively.
|
(6)
|
The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Dr. Banucci was 5,537 and 50,501, respectively.
|
(7)
|
Mr. Hillas retired from the Board on May 22, 2013.
|
(8)
|
Mr. Mahle is the Chair of the Compensation Committee and a member of the Corporate Governance and Nominating Committee. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Mr. Mahle was 5,537 and 41,814, respectively.
|
(9)
|
Mr. Marsh is a member of the Compensation Committee and of the Corporate Governance and Nominating Committee. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Mr. Marsh was 5,537 and 41,8140, respectively.
|
(10)
|
Mr. Scalise is a member of the Technology Committee, the Corporate Governance and Nominating Committee, and the Audit Committee. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Mr. Scalise was 5,537 and 17,984, respectively.
|
(11)
|
Mr. Segall is the Chair of the Audit Committee. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Mr. Segall was 1,593 and 2,960, respectively.
|
(12)
|
Dr. Shavers is the Chair of the Technology Committee and a member of the Compensation Committee. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2013 held by Dr. Shavers was 5,537 and 37,611, respectively.
|
BlackRock, Inc. (2)
|
|
2,817,218
|
|
|
8.50
|
%
|
40 East 52nd Street
|
|
|
|
|
||
New York, NY 10022
|
|
|
|
|
||
GAMCO Investors, Inc. et al (3)
|
|
2,170,102
|
|
|
6.55
|
%
|
One Corporate Center
|
|
|
|
|
||
Rye, New York 10580-1435
|
|
|
|
|
||
The Vanguard Group (4)
|
|
2,010,122
|
|
|
6.06
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
||
Malvern, PA 19355
|
|
|
|
|
||
Granahan Investment Management, Inc. (5)
|
|
1,892,975
|
|
|
5.71
|
%
|
275 Wyman Street, Suite 270
|
|
|
|
|
||
Waltham, MA 02451
|
|
|
|
|
||
Douglas A. Neugold (6)
|
|
399,715
|
|
|
1.20
|
%
|
Timothy C. Carlson (7)
|
|
163,597
|
|
|
*
|
|
Daniel P. Sharkey (8)
|
|
184,175
|
|
|
*
|
|
Christian F. Kramer (9)
|
|
28,298
|
|
|
*
|
|
Lawrence H. Dubois (10)
|
|
104,055
|
|
|
*
|
|
Mark A. Adley (11)
|
|
129,809
|
|
|
*
|
|
Eugene G. Banucci, Ph.D (12)
|
|
242,354
|
|
|
*
|
|
Stephen H. Mahle (13)
|
|
100,762
|
|
|
*
|
|
C. Douglas Marsh (14)
|
|
108,832
|
|
|
*
|
|
George M. Scalise (15)
|
|
31,667
|
|
|
*
|
|
Mark B. Segall (16)
|
|
8,081
|
|
|
*
|
|
Cheryl L. Shavers, Ph.D. (17)
|
|
60,274
|
|
|
*
|
|
All current directors and executive officers as a group (14 persons) (18)
|
|
1,629,084
|
|
|
4.80
|
%
|
*
|
Represents less than 1% of the outstanding Common Stock.
|
(1)
|
Except as otherwise noted, the address for all stockholders is c/o ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut 06810.
|
(2)
|
According to a Schedule 13G Amendment No. 4 filed by BlackRock, Inc. (referred to in this proxy statement as BlackRock) on January 28, 2014, BlackRock had sole voting power with respect to 2,691,737 shares of Common Stock and sole dispositive power with respect to 2,817,218 shares of Common Stock.
|
(3)
|
According to a Schedule 13D that was filed by GGCP, Inc., Mario J. Gabelli, Teton Advisors, Inc., GAMCO Asset Management Inc., GAMCO Investors, Inc., Gabelli Funds, LLC and Gabelli Securities, Inc. on February 13, 2014: Teton Advisors, Inc. had sole voting power and sole dispositive power with respect to 16,900 shares of Common Stock; GAMCO Asset Management Inc. had sole voting power with respect to 555,821 shares of Common Stock and sole dispositive power with respect to 560,421 shares of Common Stock; GAMCO Investors, Inc. had sole voting power and sole dispositive power with respect to 19,900 shares of Common Stock; Gabelli Funds, LLC had sole
|
(4)
|
According to a Schedule 13G Amendment No. 2 filed by The Vanguard Group (referred to in this proxy statement as Vanguard) on February 11, 2014, Vanguard had sole voting power with respect to 47,526 shares of Common Stock, sole dispositive power with respect to 1,964,321 shares of Common Stock, and shared dispositive power with respect to 45,801 shares of Common Stock.
|
(5)
|
According to a Schedule 13G that was filed by Granahan Investment Management, Inc. (referred to in this proxy statement as Granahan) on February 14, 2014, Granahan had sole voting power with respect to 277,425 shares of Common Stock and sole dispositive power with respect to 1,892,975 shares of Common Stock.
|
(6)
|
Includes 37,787 restricted stock awards and 262,922 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014. 63,213 shares are pledged as collateral.
|
(7)
|
Includes 15,982 restricted stock awards and 125,514 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(8)
|
Includes 12,555 restricted stock awards and 99,291 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(9)
|
Includes 22,117 restricted stock awards and 4,230 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(10)
|
Includes 9,123 restricted stock awards and 53,926 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(11)
|
Includes 6,192 restricted stock awards, 41,814 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014 and 31,043 Deferred Stock Units.
|
(12)
|
Includes 6,192 restricted stock awards, 50,501 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014 and 11,461 shares owned by Dr. Banucci’s spouse. Dr. Banucci disclaims beneficial ownership of the shares held by his spouse. 134,273 shares are pledged as collateral.
|
(13)
|
Includes 6,192 restricted stock awards, 41,814 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014 and 28,706 Deferred Stock Units.
|
(14)
|
Includes 6,192 restricted stock awards, 41,814 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014, 21,828 Deferred Stock Units and 38,998 shares in a trust of which Mr. Marsh, or a member of his immediate family, is a beneficiary.
|
(15)
|
Includes 6,192 restricted stock awards and 17,984 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(16)
|
Includes 4,590 restricted stock awards and 2,960 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(17)
|
Includes 6,192 restricted stock awards and 37,611 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014.
|
(18)
|
Includes 172,460 restricted stock awards, 802,837 shares issuable upon exercise of options that are exercisable within 60 days of April 21, 2014 and 81,577 Deferred Stock Units.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (1)
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
1,161,241
|
|
|
$
|
22.22
|
|
|
2,415,564
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,161,241
|
|
|
$
|
22.22
|
|
|
2,415,564
|
|
(2)
|
The number of securities remaining available for future issuance under the Company’s 2010 Stock Plan is 2,188,612. The number of securities remaining available for future issuance under the Company’s 1998 Employee Stock Purchase
|
•
|
Proposed related person transactions must be communicated to the Chief Financial Officer or Principal Accounting Officer of the Company.
|
•
|
For any transaction in excess of $1,000 where there are comparable goods or services available, a competitive bid must be obtained before the related person transaction is initiated.
|
•
|
All related person transactions must be recommended for approval by the Chief Financial Officer to ensure only “arm’s length” related person transactions that are in the best interests of the Company are consummated.
|
•
|
The Chief Financial Officer and Principal Accounting Officer are responsible for communicating all related person transactions to the Audit Committee of the Board, which is responsible for approving all related person transactions, and for ensuring proper disclosure (per the Audit Committee charter).
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||||
|
(in thousands)
|
||||||
Audit fees (a)
|
$
|
1,172
|
|
|
$
|
1,059
|
|
Audit-related fees
|
$
|
—
|
|
|
$
|
—
|
|
Tax fees (b)
|
$
|
382
|
|
|
$
|
185
|
|
All other fees (c)
|
$
|
—
|
|
|
$
|
1
|
|
TOTAL
|
$
|
1,554
|
|
|
$
|
1,245
|
|
(a)
|
For the audit of the Company’s annual financial statements, the audit of the Company’s internal control over financial reporting, the reviews of the financial statements included in the Company’s reports on Form 10-Q, working paper reviews associated with merger and acquisition activities, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(b)
|
For tax advice and tax planning, including those associated with the sale of our LifeSciences business.
|
(c)
|
Fees related to a works council review in Belgium.
|
(a)
|
The following documents are filed as part of this Report:
|
|
|
ATMI, Inc.
|
April 23, 2014
|
|
|
|
By:
|
/s/ David M. Ward
|
|
|
David M. Ward
|
|
|
Vice President, Controller and Principal Accounting Officer
|
Exhibit No.
|
|
Description
|
31.3
|
|
Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
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