We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Balchem Corporation | NASDAQ:BCPC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
3.57 | 2.33% | 156.89 | 156.61 | 157.08 | 157.2299 | 153.35 | 153.35 | 27,177 | 18:25:19 |
|
| |
It is my pleasure to invite you to join us for Balchem Corporation’s 2020 Annual
Meeting of Shareholders, which will take place on June 18, 2020, at 2:00 p.m. Eastern Daylight
Savings time.
|
•
|
elect three Class 3 directors to the Board of Directors to serve until the 2023 annual meeting;
|
•
|
ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2020; and,
|
•
|
cast an advisory (non-binding) vote on the Company’s executive compensation.
|
•
|
Issued our first Sustainability Report, which among other things, draws attention to our Company’s recent efforts relative to
Environmental Social & Governance (ESG) issues;
|
•
|
Updated and amended the Charter of our Corporate Governance & Nominating Committee to explicitly place responsibility for ESG
matters within the purview of this Committee;
|
•
|
Updated and amended our Corporate Governance Guidelines to more accurately reflect the Company’s commitment to seek and elect
diverse board members; and,
|
•
|
Elected Joyce Lee to our Board of Directors. Ms. Lee has immense experience as a senior executive in leading companies in the
animal health industry.
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
Notice of Annual Meeting of Shareholders for Balchem Corporation
|
| |
|
|
| |
By order of the Board of Directors,
|
|
| |
|
|
| |
|
|
| |
|
April 27, 2020
|
| |
Mark A. Stach, Secretary
|
•
|
•
|
Year over year sales growth in three of the four segments, with all-time record sales in Human Nutrition and Health, Animal
Nutrition and Health, and Specialty Products, offset by reduced sales in Industrial Products.
|
•
|
Full year GAAP net earnings were $79.7 million, an increase of $1.1 million, or 1.4% from the prior year. These net earnings
resulted in GAAP earnings per share of $2.45.
|
•
|
Full year adjusted net earnings of $103.7 million increased $5.9 million or 6.1% from the prior year, resulting in adjusted earnings
per share of $3.19.
|
•
|
Full year adjusted EBITDA was $160.0 million, an increase of $0.7 million, or 0.5%, from the prior year.
|
•
|
Full year cash flows from operations were $124.5 million for 2019 with full year free cash flow of $96.1 million.
|
Proposal
|
| |
Recommendation
|
| |
Vote Standard*
|
| |
Page
|
Proposal One
To elect three Class 3 directors to the Board of Directors to serve until the Annual Meeting of Shareholders in 2023. |
| |
FOR
each nominee |
| |
Majority present & entitled to vote.
|
| | |
Proposal Two
To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. |
| |
FOR
|
| |
Majority present & entitled to vote.
|
| | |
Proposal Three
To hold an advisory (non-binding) vote on the Company’s executive compensation. |
| |
FOR
|
| |
Majority present & entitled to vote.
|
| |
By Internet:
|
| |
By Phone:
|
| |
By Mail:
|
www.proxyvote.com
|
| |
1-800-690-6903
(toll free within U.S. and Canada) |
| |
Vote Processing
c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 |
|
Name
|
| |
Class
|
| |
Next Election Date
|
|
|
David Fisher
|
| |
3
|
| |
2020
|
|
|
Perry Premdas
|
| |
3
|
| |
2020
|
|
|
Dr. John Televantos
|
| |
3
|
| |
2020
|
|
|
Theodore Harris
|
| |
1
|
| |
2022
|
|
|
Matthew Wineinger
|
| |
1
|
| |
2022
|
|
|
Paul Coombs
|
| |
2
|
| |
2021
|
|
|
Daniel Knutson
|
| |
2
|
| |
2021
|
|
|
Joyce Lee
|
| |
2
|
| |
2021
|
|
|
David Fischer, Class 3 Director (Term expires 2020)
|
| ||||||
|
Age: 57
|
| ||||||
|
Independent Director since 2010
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Retired director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of
industrial packing systems from November 2011 to October 2015. President and Chief Operating Officer of Greif from 2007 to 2011, and from 2004 to 2007, Senior Vice President and Divisional President, Industrial Packaging & Services -
Americas.
|
|
|
|
| |
•
|
| |
A co-founder and chairman of the board of directors of 10x Engineered Materials, a manufacturer of
high-tech abrasives for industrial applications.
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Executive
|
|
|
|
| |
•
|
| |
Compensation
|
|
|
|
| |
•
|
| |
Audit
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
Ingredion Incorporated (NYSE)
|
|
|
Nominee Qualifications
|
| ||||||
|
Mr. Fischer holds a Bachelor of Science degree from Purdue University. Mr. Fischer’s management
and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board as we look to grow both
organically and by acquisition.
|
|
|
Perry Premdas, Class 3 Director (Term expires 2020)
|
| ||||||
|
Age: 67
|
| ||||||
|
Independent Director since 2008
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Currently retired.
|
|
|
|
| |
•
|
| |
Mr. Premdas was Chief Financial Officer of Celanese AG, a chemical and plastics business spun-off by
Hoechst AG and listed on the Frankfurt stock exchange and the NYSE from 1999 to 2004.
|
|
|
|
| |
•
|
| |
Senior Executive Vice President and Chief Financial Officer of Centeon LLC from 1997 to 1998.
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Executive
|
|
|
|
| |
•
|
| |
Compensation
|
|
|
|
| |
•
|
| |
Corporate Governance and Nominating Committee
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
None
|
|
|
Past Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
Compass Minerals International, Inc. (NYSE) (until May 2015)
|
|
|
Nominee Qualifications
|
| ||||||
|
Over his career, Mr. Premdas led treasury, finance, audit and investor relations functions of US
and international companies and had general manager, executive and director roles in various wholly-owned and joint venture operations. He holds a BA from Brown University and an MBA from the Harvard University Graduate School of
Business. Mr. Premdas, who served as our Audit Committee Chairman and the Board of Director’s audit committee financial expert from 2008 to 2018, brings a combination of financial and international business management experience in the
chemical industry, making him a valuable member of our Board.
|
|
|
Theodore Harris, Class 1 Director, Chairman of the Board
|
| ||||||
|
Age: 55
|
| ||||||
|
Director since 2015, Chairman since 2017 (Term expires 2022)
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Director, President and Chief Executive Officer of Balchem Corporation since April 2015, and Chairman
of the Board of Directors since January 2017.
|
|
|
|
| |
•
|
| |
Prior to joining the Company, Mr. Harris was employed by Ashland Global Holdings Inc. (formerly
Ashland Inc.) (NYSE), a specialty chemical company. During his tenure at Ashland, his management positions included Senior Vice President/Ashland, President, Performance Materials, from November of 2014 to April 2015, Senior Vice
President/Ashland, President, Performance Materials & Ashland Supply Chain from 2011 to 2014, and Vice President/Ashland, President, Performance Materials & Ashland Supply Chain.
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
Pentair plc (NYSE)
|
|
|
Board Qualifications
|
| ||||||
|
Mr. Harris’ broad managerial, international, operational and sales experience, as well as his
proven track record of developing and implementing strategies for delivering sustainable, profitable growth, make him a valuable member of our Board.
|
|
|
Matthew Wineinger, Class 1 Director (Term expires 2022)
|
| ||||||
|
Age: 53
|
| ||||||
|
Independent Director since 2015
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Since June 2015, Mr. Wineinger has been the President and Chief Executive Officer of United Sugars
Corporation, a privately held, leading marketer of sugar.
|
|
|
|
| |
•
|
| |
Mr. Wineinger served as President of Bulk Ingredients from June 2010 to November 2014
|
|
|
|
| |
•
|
| |
President, Food and Industrial Ingredients of Tate & Lyle PLC (LSE) from March 2008 to June 2010.
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Compensation
|
|
|
|
| |
•
|
| |
Corporate Governance and Nominating Committee, Chairman
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
None
|
|
|
Board Qualifications
|
| ||||||
|
Mr. Wineinger’s thirty-one years of extensive global, operational and strategic industry
experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board, particularly as the Company focuses on development and supply of
products to human food and nutrition industries.
|
|
|
Paul Coombs, Class 2 Director (Term expires 2021)
|
| ||||||
|
Age: 64
|
| ||||||
|
Independent Director since 2010
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
From April 2005 until his retirement in June 2007, Mr. Coombs was the Executive Vice President of
Strategic Initiatives for Tetra Technologies, Inc. (NYSE), an oil and gas services company; from May 2001 to April 2005, was its Executive Vice President and Chief Operating Officer and from January 1994 to May 2001 Mr. Coombs served as
Tetra’s Executive Vice President – Oil & Gas.
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Audit
|
|
|
|
| |
•
|
| |
Corporate Governance and Nominating Committee
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
Tetra Technologies Inc. (NYSE)
|
|
|
|
| |
•
|
| |
CSI Compressco GP Inc., the general partner of CSI Compressco LP, CCLP (NASDAQ)
|
|
|
Board Qualifications
|
| ||||||
|
Mr. Coombs has thirty-five years of experience in the oil and gas service and exploration
industries, which, together with his entrepreneurial approach to management, provides the Board with essential counsel and insight into this area.
|
|
|
Daniel Knutson, Class 2 Director (Term expires 2021)
|
| ||||||
|
Age: 63
|
| ||||||
|
Independent Director since 20108
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Until his retirement at the end of 2017, Mr. Knutson served as the Executive Vice President for
Special Projects at Land O’Lakes, Inc., an agribusiness and food co-operative.
|
|
|
|
| |
•
|
| |
Previously, Mr. From 2000 to 2017 he served as Executive Vice President and Chief Financial Officer
at Land O’Lakes from 2000 to 2017, where he oversaw corporate finance, accounting, treasury, audit, information technology and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land
O’Lakes’ investment in Moark LLC.
|
|
|
|
| |
•
|
| |
Mr. Knutson joined Land O’Lakes in 1978 and prior to his appointment as Chief Financial Officer, he
held several leadership roles within its finance and accounting groups.
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Audit Committee (Chair)
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
None
|
|
|
Board Qualifications
|
| ||||||
|
Our Company’s financial compliance programs and policies benefit from Mr. Knutson’s input and
skilled guidance. Mr. Knutson’s animal feed and human food industry experience, combined with his financial and international business management experience, makes him a valuable member of our Board.
|
|
|
Joyce Lee, Class 2 Director (Term expires 2021)
|
| ||||||
|
Age: 47
|
| ||||||
|
Independent Director since 2019
|
| ||||||
|
Professional Highlights
|
| ||||||
|
|
| |
•
|
| |
Since 2016, Ms. Lee has served as the president of North America for Bayer Animal Health.
|
|
|
|
| |
•
|
| |
From 2013 to 2015, Ms. Lee was executive Vice President and Area President of Canada and Latin
America at Zoetis Inc., a global leader in the discovery, development, manufacture and commercialization of animal health medicines, vaccines and diagnostic products with a focus on both livestock and companion animals.
|
|
|
|
| |
•
|
| |
Prior to Zoetis being spun out of Pfizer Inc., Ms. Lee held various senior leadership positions at
Pfizer, including serving as Area President of Canada and Latin America and Vice President of Global Poultry Health
|
|
|
Committee Assignments
|
| ||||||
|
|
| |
•
|
| |
Audit Committee
|
|
|
Other Current Public Company Directorships
|
| ||||||
|
|
| |
•
|
| |
None
|
|
|
Board Qualifications
|
| ||||||
|
Ms. Lee’s domestic and international business management experience, particularly with respect to
the development and supply of products to the animal feed and nutrition industries, makes her a valuable member of our Board.
|
|
•
|
The Governance Guidelines do not require the Chairman to be independent and do not require separation of the Chairman and CEO
positions.
|
•
|
The Board and the Corporate Governance and Nominating Committee regularly consider the appropriate leadership structure for the
Company and have concluded that the Company and its shareholders are best served by the Board and the Corporate Governance and Nominating Committee retaining discretion to determine whether the same individual should serve as both CEO and
Chairman.
|
•
|
The Board and the Corporate Governance and Nominating Committee believe that it is important to retain the flexibility to make this
determination based on what it believes will provide the best leadership structure for the Company at any given time.
|
•
|
The combined Chairman and CEO structure promotes decisive leadership, ensures clear accountability and enhances our ability to
communicate with a single and consistent voice to shareholders, employees and other stakeholders.
|
•
|
Mr. Harris is thoroughly familiar with our business and the challenges the Company faces in the current environment and is best
situated to lead and focus discussions on those critical matters affecting the Company, which increases the effectiveness of Board meetings.
|
•
|
Finally, the combination of the Chairman and the CEO position succeeds because of the engaged, knowledgeable involvement of our Board
in combination with our culture of open communication with the CEO and senior management, enabling the CEO to be an effective conduit between management and the Board.
|
(1)
|
working with the Chairman and other directors to set agendas for Board meetings;
|
(2)
|
together with the Executive Committee, providing leadership in times of crisis;
|
(3)
|
reviewing the individual performance of each of the directors with the Chair of the Corporate Governance and Nominating Committee;
|
(4)
|
chairing regular meetings of independent Board members without management present (executive sessions);
|
(5)
|
acting as liaison between the independent directors and the Chairman; and
|
(6)
|
chairing Board meetings when the Chairman is not in attendance.
|
(1)
|
Audit Committee;
|
(2)
|
Executive Committee;
|
(3)
|
Compensation Committee; and
|
(4)
|
Corporate Governance and Nominating Committee.
|
|
Name
|
| |
Audit
|
| |
Compensation
|
| |
Corporate Governance
and Nominating |
| |
Executive
|
|
|
Paul Coombs
|
| |
X
|
| |
|
| |
X
|
| |
|
|
|
David Fisher
|
| |
X
|
| |
X
|
| |
|
| |
X
|
|
|
Daniel Knutson
|
| |
Chair
|
| |
|
| |
|
| |
|
|
|
Joyce Lee
|
| |
X
|
| |
|
| |
|
| |
|
|
|
Perry Premdas
|
| |
|
| |
X
|
| |
X
|
| |
X
|
|
|
Dr. John Televantos
|
| |
|
| |
Chair
|
| |
X
|
| |
Chair
|
|
|
Matthew Wineinger
|
| |
|
| |
X
|
| |
Chair
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Number of Committee Meetings Held in 2019
|
| |
6
(3 Telephonic) |
| |
3
|
| |
3
|
| |
0
|
|
(1)
|
monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and
legal compliance;
|
(2)
|
monitor the independence, qualifications and performance of the Company’s independent auditors;
|
(3)
|
establish policies and procedures with respect to enterprise risk assessment and risk management;
|
(4)
|
review Company procedures for identifying, monitoring, and mitigating risk exposures; and
|
(5)
|
provide an avenue of communication among the independent auditors, management and the Board.
|
(1)
|
The Audit Committee receives, or arranges for the Board to receive, periodic reports from management on areas of material risk to the
Company, including financial, operational, legal, regulatory and strategic risks (the “Company Risk Reports”).
|
(2)
|
The Audit Committee receives the Company Risk Reports from members of management tasked with the responsibility to understand, manage
and mitigate the risks (with the Company’s enterprise risk management effort being led by its Internal Audit function).
|
(3)
|
The Chairman of the Audit Committee reports on its discussion of the Company Risk Reports to the full Board during the Committee
reports’ portion of the Board meeting following the receipt of said Company Risk Reports, which enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to cross-discipline risks and
interrelated risks.
|
(1)
|
ensure that all compensation and benefit plans are aligned with the interests of shareholders and meet the needs of the Company and
its employees;
|
(2)
|
review, approve and recommend to the Board for approval a compensation program, including incentives, for the CEO and senior
executives of the Company (the CEO may not be present during deliberations or voting on his compensation);
|
(3)
|
recommend to the Board for approval the compensation of directors; and
|
(4)
|
administer the Company’s equity compensation plans.
|
(1)
|
considering and making recommendations to the Board concerning the appropriate size, function and needs of the Board;
|
(2)
|
determining the criteria for Board membership, overseeing searches and evaluating and recommending candidates for election to the
Board;
|
(3)
|
evaluating and recommending to the Board responsibilities of the Board committees;
|
(4)
|
annually reviewing and assessing the adequacy of the Governance Guidelines and recommending any changes to the Board for adoption;
|
(5)
|
annually evaluating its own performance as well as overseeing an annual self-evaluation of the Board and other Board Committees;
|
(6)
|
overseeing compliance with the Company’s Stock Ownership Policies;
|
(7)
|
considering matters of corporate social responsibility, including reviewing the Company’s activities and practices regarding
environmental, social and related governance, including sustainability (“ESG”) matters that are significant to the Company and periodically reviewing the Company’s ESG strategy, initiatives and policies;
|
(8)
|
recruiting and evaluating new candidates for nomination by the full Board for election as directors,
|
(9)
|
preparing and updating an orientation program for new directors;
|
(10)
|
evaluating the performance of current directors in connection with the expiration of their term in office providing advice to the full
Board as to nomination for reelection; and,
|
(11)
|
annually reviewing and recommending policies on director retirement age.
|
(1)
|
the recruitment, evaluation and selection of suitable candidates for the position of CEO, for approval by the full Board;
|
(2)
|
the preparation, together with the Compensation Committee, of objective criteria for the evaluation of the performance of the CEO; and
|
(3)
|
reviewing the CEO’s plan of succession for key executives of the Company.
|
(1)
|
have experience and skills in areas critical to understanding the Company and its business;
|
(2)
|
possess certain personal characteristics, such as integrity and judgment;
|
(3)
|
have a diverse background of experience and perspectives (including business experience, geographic origin, age, gender, and
ethnicity); and
|
(4)
|
have sufficient ability to commit the necessary time and effort required to serve on the Board.
|
(1)
|
the Lead Director – $16,000;
|
(2)
|
the Chairman of the Audit Committee – $12,000;
|
(3)
|
the Chairman of the Compensation Committee – $10,000; and,
|
(4)
|
the Chairman of the Corporate Governance and Nominating Committee – $8,000.
|
|
Name
|
| |
Fees
|
| |
Stock Awards(1)(2)
|
| |
All Other
Compensation ($) |
| |
Total ($)
|
|
|
Paul Coombs
|
| |
$56,000
|
| |
$ 130,836
|
| |
0
|
| |
$186,836
|
|
|
David Fischer
|
| |
$56,000
|
| |
$ 130,836
|
| |
0
|
| |
$186,836
|
|
|
Daniel Knutson
|
| |
$65,000
|
| |
$ 130,836
|
| |
0
|
| |
$195,836
|
|
|
Joyce Lee
|
| |
$19,000
|
| |
$0
|
| |
0
|
| |
$19,000
|
|
|
Perry Premdas
|
| |
$56,000
|
| |
$ 130,836
|
| |
0
|
| |
$186,836
|
|
|
John Televantos
|
| |
$83,500
|
| |
$ 130,836
|
| |
0
|
| |
$214,336
|
|
|
Matthew Wineinger
|
| |
$64,000
|
| |
$ 130,836
|
| |
0
|
| |
$194,836
|
|
(1)
|
On February 13, 2019, each director, other than Mr. Harris and Ms. Lee (who was elected to the Board in September 2019), was granted
778 Time-Based Restricted Shares (as defined below) and 3,587 Stock Options (as defined below). The Time-Based Restricted Shares cliff vest after three years. The grant date fair value per share of each share of restricted stock was
$84.09. The Stock Options have a strike price of $84.09 per share and expire on February 13, 2029.
|
(2)
|
The following table shows the aggregate number of Stock Options and stock awards outstanding for each outside director as of
December 31, 2019:
|
|
Name
|
| |
Aggregate
Stock Options Outstanding as of 12/31/2019 |
| |
Aggregate
Stock Awards Outstanding as of 12/31/2019 |
|
|
Paul Coombs
|
| |
6,970
|
| |
4,719
|
|
|
David Fischer
|
| |
6,970
|
| |
4,719
|
|
|
Daniel Knutson
|
| |
6,970
|
| |
1,623
|
|
|
Perry Premdas
|
| |
6,970
|
| |
4,719
|
|
|
Joyce Lee
|
| |
0
|
| |
0
|
|
|
John Televantos
|
| |
6,970
|
| |
4,719
|
|
|
Matthew Wineinger
|
| |
6,970
|
| |
4,719
|
|
|
NEO NAME
|
| |
NEO TITLE
|
|
|
Martin Bengtsson
|
| |
Chief Financial Officer
|
|
|
David F. Ludwig
|
| |
Retired Vice President and General Manager, Specialty Products (until December 31, 2019) and Industrial
Products (until August 2019)
|
|
|
Scott C. Mason
|
| |
Vice President of Manufacturing and Supply Chain and Vice President and General Manager, Industrial
Products (beginning in August 2019)
|
|
|
Mark A. Stach
|
| |
General Counsel
|
|
|
William A. Backus
|
| |
Chief Accounting Officer(1)
|
|
(1)
|
|
WE DO
|
| |
WE DO NOT
|
|
|
Target total direct compensation for our NEOs generally at the 50th percentile.
|
| |
Allow hedging or pledging of Company securities for any employee (including our NEOs) or director.
|
|
|
Pay for performance and, accordingly, a significant portion of each NEOs total compensation
opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary.
|
| |
Encourage unnecessary or excessive risk taking as a result of our compensation policies and practices.
|
|
|
Base our short-term incentive plan on multiple performance measurements, including both financial
and operational metrics.
|
| |
Have employment agreements with any of our NEOs other than our CEO.
|
|
|
Complement our annual compensation to each NEO with time-based and performance-based multi-year
vesting schedules and performance cycles for equity incentive awards.
|
| |
Provide a defined benefit pension plan or any supplemental executive retirement plan or other form of
non-qualified retirement plan for our NEOs.
|
|
|
Base any annual base salary adjustments and annual long-term equity awards to our NEOs, partially,
on prior-year individual performance.
|
| |
Provide for any “gross ups” for any excise taxes imposed with respect to Section 280G
(change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”).
|
|
|
Select and use a similarly-sized peer group to assess the compensation of our NEOs and a publicly
traded peer group to compare and rank the Company's total shareholder return.
|
| |
Except as provided in a single employment agreement, provide for single-trigger vesting acceleration
upon a change in control of the Company.
|
|
|
Maintain a claw-back policy pursuant to which the Company can seek reimbursement of either cash or
equity-based incentive compensation in the event of a financial restatement.
|
| |
Allow: (i) any repricing of Stock Options (as defined below)/Stock Appreciation Rights (“SARs”)
without shareholder approval or (ii) for the unlimited transferability of awards
|
|
|
WE DO
|
| |
WE DO NOT
|
|
|
Have stock ownership guidelines for our executives and non-employee directors.
|
| |
Have an employee stock purchase plan.
|
|
|
Maintain a Compensation Committee, which is comprised solely of independent directors.
|
| |
|
|
|
For awards in 2017 and thereafter, provide for minimum vesting of awards and maximum award limits.
|
| |
|
|
|
Ensure that a significant portion of our non-employee director compensation consists of Time-Based
Restricted Shares.
|
| |
|
|
|
Annually benchmark executive compensation against that of a peer group of companies.
|
| |
|
|
|
Consult with outside experts to determine the overall competitiveness of the Company’s executive
compensation program.
|
| |
|
|
•
|
Limitation on Shares: The maximum number of shares which may be issued under the 2017 Plan is
1,600,000 shares;
|
•
|
No Repricing of Stock Options or SARs: No repricing, amendment or exchange of outstanding
Stock Options/SARs is allowed without shareholder approval;
|
•
|
No Discounted Awards: The exercise price per share of stock under a Stock Option SAR award
must be not less than the fair market value of our Common Stock on the date of grant;
|
•
|
Minimum Vesting: Except for 5% of the shares authorized for grant under the 2017 Plan or as
provided in an employment agreement as in effect on the effective date of the 2017 Plan, awards (other than cash performance awards) are generally subject to a minimum vesting period of one year;
|
•
|
Dividends or Dividend Equivalents: Dividends or dividend equivalents otherwise payable on an
unvested award will accrue and be paid only when the vesting conditions applicable to the underlying award have been satisfied;
|
•
|
No “Liberal” Share Recycling: Recycling of shares used to satisfy the exercise price or taxes
for any awards is prohibited;
|
•
|
No “Liberal” Change-in-Control: The consummation of a merger or similar transaction and a
minimum acquisition of 50% of the outstanding shares is required before a change-in-control occurs;
|
•
|
No Automatic “Single-Trigger” Vesting on Change-in-Control: Except as provided in an
employment agreement as in effect on the effective date of the 2017 Plan, there is no automatic acceleration of outstanding awards upon the occurrence of a of a change-in-control;
|
•
|
Limitations on Awards to Non-Employee Directors: In the case of awards to non-employee
directors, the maximum amount or value that may be granted in any calendar year (inclusive of cash compensation) may not exceed $800,000;
|
•
|
Compensation Recovery: In the event that the Company is required to prepare an accounting
restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws, the Compensation Committee would have the discretion to require reimbursement or
forfeiture of certain excess performance-based awards received by certain executive officers of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting
restatement; and
|
•
|
Section 162(m): Awards may (but need not) be structured to qualify as “performance based”
under Section 162(m) of the Code.
|
(i)
|
establishing a direct link between executive compensation and the performance of the Company, by rewarding individual results and the
achievement of annual corporate goals through salary and cash bonus awards; and
|
(ii)
|
providing equity awards, to incentivize executives to generate enhanced shareholder value.
|
•
|
The CEO recommends to the Compensation Committee the amount of total annual compensation for each of the other NEOs.
|
•
|
The CEO completes an annual performance assessment for each of the other NEOs, which is reviewed and considered by the Compensation
Committee.
|
•
|
The Compensation Committee conducts an annual performance appraisal of the CEO using evaluation information solicited from each
independent Board members and recommends to the Board the annual compensation package for the CEO.
|
|
American Vanguard Corp.
|
| |
Ingevity Corporation
|
| |
Phibro Animal Health
|
|
|
Chase Corporation
|
| |
Innospec Inc.
|
| |
Quaker Chemical Corp.
|
|
|
Ferro Corporation
|
| |
J&J Snack Food Corp.
|
| |
Sensient Technologies
|
|
|
FMC Corporation
|
| |
Kraton Corporation
|
| |
Stepan Company
|
|
|
FutureFuel Corporation
|
| |
Lancaster Colony Corp.
|
| |
Tootsie Roll Industries, Inc.
|
|
|
Hain Celestial Group
|
| |
Minerals Technologies
|
| |
W.R. Grace & Co.
|
|
|
H.B. Fuller Company
|
| |
Newmarket Corporation
|
| |
|
|
•
|
Company Adjusted EBITDA (defined as earnings before interest, other expense/income, taxes, depreciation, amortization, stock-based
compensation, acquisition-related expenses and legal settlements, and the fair valuation of acquired inventory); and,
|
•
|
Free Cash Flow (defined as operating cash flow minus capital expenditures).
|
|
NEO
|
| |
ICP Target as a Percent of Base Salary
|
|
|
Mr. Harris
|
| |
100%
|
|
|
Mr. Bengtsson
|
| |
55%
|
|
|
Mr. Ludwig
|
| |
40%
|
|
|
Mr. Mason
|
| |
45%
|
|
|
NEO
|
| |
ICP Target as a Percent of Base Salary
|
|
|
Mr. Stach
|
| |
45%
|
|
|
Mr. Backus
|
| |
45%
|
|
|
Metric
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Stretch
|
| |
Maximum
|
|
|
Adjusted EBITDA
|
| |
70%
|
| |
$155.6 million
|
| |
$162.7 million
|
| |
$170.9 million
|
| |
$179.0 million
|
|
|
Free Cash Flow
|
| |
30%
|
| |
$78.6 million
|
| |
$84.5 million
|
| |
$88.7 million
|
| |
$93.0 million
|
|
|
Metric
|
| |
2019 Result
|
| |
Actual vs. Target
|
| |
Payout Percentage
|
|
|
Adjusted EBITDA
|
| |
$160.0 million
|
| |
($2.7) million
|
| |
61.3%
|
|
|
Free Cash Flow(1)
|
| |
$88.7 million
|
| |
$4.2 million
|
| |
129.8%
|
|
(1)
|
Free Cash Flow used for 2019 ICP results was adjusted downward from $96.1 million as reported in our Fourth Quarter 2019 Earnings
Release and associated Form 8-K as filed with the SEC on February 21, 2020 to exclude the benefit of spending below budget for capital expenditures.
|
|
NEO
|
| |
Target Equity
Multiplier (of Base Salary) |
|
|
Mr. Harris
|
| |
2.25
|
|
|
Mr. Bengtsson
|
| |
1.00
|
|
|
Mr. Ludwig
|
| |
1.00
|
|
|
Mr. Mason
|
| |
1.00
|
|
|
Mr. Stach
|
| |
1.00
|
|
|
Mr. Backus
|
| |
1.00
|
|
•
|
25% of the 2019 Target Equity Value is awarded as Stock Options with an exercise price equal to the fair market value of our Common
Stock on the date of grant. Stock Options have a ten-year term and vest ratably over a three-year period.
|
•
|
25% of the 2019 Target Equity Value is awarded as Time-Based Restricted Shares which are granted at the fair market value of our
Common Stock on the date of grant and cliff vest three (3) years from said date.
|
•
|
25% of the 2019 Target Equity Value is awarded as EBITDA performance shares (“EBITDA Performance Shares”). The number
of EBITDA Performance Shares that will vest (or not vest) is based upon the attainment of a pre-determined Company EBITDA performance target over the three (3) fiscal years beginning with the fiscal year in which the grant was made (“Performance
Period”). The EBITDA Performance Shares will cliff vest (or not vest) at the end of the Performance Period. The number of EBITDA Performance Shares that will vest (or not vest) for the 2019-2021 Performance Period is dependent on
the level of performance described in the first table below.
|
•
|
25% of the 2019 Target Equity Value is awarded as Total Shareholder Return (“TSR”) performance shares (the “TRS Performance
Shares” and collectively with the EBITDA Performance Shares, the “Performance Shares”). The number of TSR Performance Shares that will vest (or not vest) is based upon the relative Company TSR vs. the Russell 2000
Index over the three (3) fiscal years beginning with Performance Period. TSR Performance Shares will cliff vest (or not vest) at the end of the Performance Period. The number of TSR Performance Shares that will vest (or not vest) for the
2019 - 2021 Performance Period is dependent on the level of relative TSR performance described in the second table below.
|
|
Performance Level/EBITDA Performance Shares
|
| |
% of EBITDA Performance
|
| |
Shares Vesting as
a % of Target |
|
|
Maximum
|
| |
31.5% (9.5% CAGR)
|
| |
200%
|
|
|
Target
|
| |
24.2% (7.5% CAGR)
|
| |
100%
|
|
|
Threshold
|
| |
10.0% (3.2% CAGR)
|
| |
50%
|
|
|
Below Threshold
|
| |
<10% (3.2% CAGR)
|
| |
0%
|
|
|
Performance Level/ TSR Performance Shares
|
| |
3 Year TSR Performance
|
| |
Shares Vesting as
a % of Target |
|
|
Maximum
|
| |
75th Percentile
|
| |
200%
|
|
|
Target
|
| |
50th Percentile
|
| |
100%
|
|
|
Threshold
|
| |
25th Percentile
|
| |
50%
|
|
|
Below Threshold
|
| |
<25th Percentile
|
| |
0%
|
|
•
|
Our compensation consists of both fixed and variable components.
|
•
|
The fixed (or salary) portion of compensation is designed to provide a steady income regardless of our stock price performance so that
executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business aspects.
|
•
|
The variable (cash bonus and equity) portions of compensation are designed to reward both short and long-term corporate performance.
|
•
|
For short-term performance, our cash bonus is awarded based primarily on corporate and business segment performance goals or targets.
|
•
|
For long-term performance, our Stock Options generally vest ratably over three years and are only valuable if our stock price
increases over time. Our Time-Based Restricted Share grants and Performance Share grants generally cliff vest in three years.
|
•
|
The variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior
short and long-term corporate results, while the fixed element is also sufficient such that that the executives are not encouraged to take unnecessary or excessive risks in doing so.
|
•
|
The use of Adjusted EBITDA as the contingent factor upon which ICP cash incentive depends, encourages our executives to take a
balanced approach that focuses on corporate profitability, rather than other measures such as revenue targets, which may create incentives for management to drive sales levels without regard to cost structure. If we are not sufficiently
profitable, there would be no payout under the ICP program.
|
•
|
Our ICP and LTIP awards are capped for each participant, which mitigates excessive risk taking. Even if the Company dramatically
exceeds its Adjusted EBITDA target, the awards are limited. Conversely, there is no ICP award unless minimum performance levels of applicable goals are achieved, nor is there an award of performance shares within LTIP unless minimum
performance levels of applicable goals are achieved.
|
•
|
We have stock ownership guidelines, which we believe provide a considerable incentive for management to consider the Company’s
long-term interests because a portion of their personal investment portfolio consists of the Company’s stock. In addition, we prohibit all hedging transactions involving our stock, so our executives and directors cannot insulate
themselves from the effects of poor Company stock price performance.
|
|
| |
|
| |
John Y. Televantos (Chairman)
|
|
| |
|
| |
David B. Fischer
|
|
| |
|
| |
Perry W. Premdas
|
|
| |
|
| |
Matthew D. Wineinger
|
|
Name and
Principal Position |
| |
Year
|
| |
Salary
|
| |
Stock
Awards (1) |
| |
Stock
Options (1) |
| |
Non-Equity
Incentive Plan Compensation (2) |
| |
Bonus
(3) |
| |
Deferred
Compensation Earnings |
| |
All Other
Compensation (4) |
| |
Total
|
|
|
Theodore Harris,
Chairman, President & CEO |
| |
2019
|
| |
$915,000
|
| |
$ 1,546,392
|
| |
$ 516,146
|
| |
$ 749,209
|
| |
|
| |
$ 15,661
|
| |
$ 66,002
|
| |
$3,808,410
|
|
|
2018
|
| |
$800,000
|
| |
$ 1,051,332
|
| |
$ 350,056
|
| |
$ 1,086,004
|
| |
|
| |
$631
|
| |
$ 65,772
|
| |
$3,353,795
|
| |||
|
2017
|
| |
$700,000
|
| |
$ 612,787
|
| |
$ 612,467
|
| |
$0
|
| |
$349,938
|
| |
|
| |
$ 51,231
|
| |
$2,326,423
|
| |||
|
Martin Bengtsson,
Chief Financial Officer and Treasurer |
| |
2019
|
| |
$393,173
|
| |
$ 1,352,106
|
| |
$ 386,955
|
| |
$ 177,063
|
| |
|
| |
$0
|
| |
$ 29,361
|
| |
$2,338,658
|
|
|
David Ludwig,
Vice President and General Manager, Specialty and Industrial Products(5) |
| |
2019
|
| |
$293,702
|
| |
$ 217,094
|
| |
$ 72,954
|
| |
$ 73,689
|
| |
|
| |
$ 14,345
|
| |
$ 32,800
|
| |
$704,584
|
|
|
2018
|
| |
$285,118
|
| |
$ 210,125
|
| |
$ 70,756
|
| |
$ 139,029
|
| |
|
| |
|
| |
$ 32,450
|
| |
$737,478
|
| |||
|
2017
|
| |
$276,708
|
| |
$ 135,164
|
| |
$ 135,106
|
| |
$0
|
| |
$85,434
|
| |
|
| |
$ 32,100
|
| |
$664,512
|
| |||
|
Scott Mason, Vice President of Manufacturing and Supply Chain,
Vice President and General Manager, Industrial Products
|
| |
2019
|
| |
$381,596
|
| |
$ 524,478
|
| |
$ 91,192
|
| |
$ 140,604
|
| |
|
| |
$0
|
| |
$ 30,400
|
| |
$1,168,270
|
|
|
2018
|
| |
$356,809
|
| |
$ 263,579
|
| |
$ 87,514
|
| |
218,701
|
| |
|
| |
|
| |
$ 30,050
|
| |
$956,653
|
| |||
|
2017
|
| |
$87,500
|
| |
$ 248,370
|
| |
$0
|
| |
$0
|
| |
$19,684
|
| |
|
| |
N/A
|
| |
$355,554
|
| |||
|
Mark Stach, General Counsel and Secretary
|
| |
2019
|
| |
$291,205
|
| |
$ 365,232
|
| |
$ 65,658
|
| |
$ 107,299
|
| |
|
| |
$ 24,533
|
| |
$ 19,600
|
| |
$873,527
|
|
|
2018
|
| |
$257,967
|
| |
$ 188,147
|
| |
$ 63,308
|
| |
$ 122,567
|
| |
|
| |
(2,046)
|
| |
$ 19,250
|
| |
$649,193
|
| |||
|
2017
|
| |
$222,998
|
| |
$0
|
| |
$ 51,964
|
| |
$0
|
| |
$38,900
|
| |
|
| |
$ 17,560
|
| |
$331,422
|
| |||
|
William Backus Chief Accounting Officer(6)
|
| |
2019
|
| |
$286,282
|
| |
$ 465,530
|
| |
$ 71,130
|
| |
$ 105,484
|
| |
|
| |
$109
|
| |
$ 31,600
|
| |
$960,135
|
|
|
2018
|
| |
$277,917
|
| |
$ 205,730
|
| |
$68,894
|
| |
$ 169,773
|
| |
|
| |
$17
|
| |
$ 31,250
|
| |
$753,581
|
| |||
|
2017
|
| |
$268,600
|
| |
$ 129,477
|
| |
$ 129,438
|
| |
$0
|
| |
$61,091
|
| |
|
| |
$ 30,900
|
| |
$619,506
|
|
(1)
|
The amounts included in the “Stock Awards” and “Stock Options” columns reflect the aggregate grant date fair value as computed in
accordance with FASB Accounting Standards Codification 718 adjusted to eliminate service-based forfeiture assumptions used for financial reporting purposes. A discussion of the assumptions used in valuation of Stock Options may be found
in “Note 3 – Stockholders’ Equity” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 21, 2020. For fiscal years ended December 31,
2018 and 2017, the awards reported in the “Stock Awards” column above consist of Performance Shares and Time-Based Restricted Shares. The grant date fair value of the Performance Shares is reflected at target payout based on the probable
outcome of the applicable performance conditions. The maximum value for the Performance Shares is as follows: (i) for 2019: Mr. Harris - $2,083,750; Mr. Bengtsson – $442,313; Mr. Ludwig – $292,633; Mr. Mason $366,632; Mr. Stach –
$265,724; and Mr. Backus – $284,224; (ii) for 2018: Mr. Harris - $1,440,692; Mr. Bengtsson – N/A; Mr. Ludwig – $287,840; Mr. Mason $360,919; Mr. Stach – $258,012; and Mr. Backus – $281,875; and (iii) for 2017: Mr. Harris - $1,115,324;
Mr. Bengtsson – N/A; Mr. Ludwig – $245,952; Mr. Mason – N/A; Mr. Stach – N/A; and Mr. Backus – $235,704, with the foregoing being calculated by multiplying the number of shares that would be granted upon achievement of the highest
performance conditions by the price on the grant date. For Mr. Bengtsson, the Stock Awards and Stock Options columns reflect the Time-Based Restricted Shares and Stock Options granted under the LTIP in 2019 ($328,146 and $109,430
respectively) and sign-on Time-Based Restricted Shares and Stock Options ($1,023,960 and $277,525 respectively) granted in part in recognition of the value in unvested equity and other benefits from his prior employer that he forfeited
(See the description of the Bengtsson Offer Letter at Page 40). For Mr. Mason, the 2017 Stock Awards column reflects 3,000 shares of Time-Based Restricted Shares granted connection with his employment commencement.
|
(2)
|
Reflects the value of cash incentive bonuses earned under the Company’s ICP.
|
(3)
|
Discretionary cash bonus granted in recognition extraordinary Free Cash Flow achievement.
|
(4)
|
The amounts listed in the "All Other Compensation" column for fiscal 2019 include actual and estimated matching and profit-sharing
contributions by the Company under the 401(k) Plan, and other perquisites and personal benefits, and details about these amounts are set forth in the table below.
|
Name
|
| |
Company 401k Plan Matching
and ProfiT-Sharing Contributions |
| |
Other Perquisites
|
| |
Total All Other
Compensation |
Mr. Harris
|
| |
$19,600
|
| |
$ 46,402
|
| |
$66,002
|
Mr. Bengtsson
|
| |
$19,600
|
| |
$ 9,761
|
| |
$29,361
|
Mr. Ludwig
|
| |
$19,600
|
| |
$ 13,200
|
| |
$32,800
|
Mr. Mason
|
| |
$19,600
|
| |
$ 10,800
|
| |
$30,400
|
Mr. Stach
|
| |
$19,600
|
| |
$0
|
| |
$19,600
|
Mr. Backus
|
| |
$19,600
|
| |
$ 12,000
|
| |
$31,600
|
(5)
|
Mr. Ludwig was Vice President and General Manager, Specialty and Industrial Products until August 2019, at which point, in
connection with the announcement of intent to retire effective December 31, 2019, Mr. Mason, in addition to his other duties, assumed the role of Vice President and General Manager, Industrial Products. Mr. Ludwig continued to serve as
Vice President and General Manager of Specialty Products until his retirement, at which point, this role was filled by an individual who is not a NEO.
|
(6)
|
As Mr. Backus served as the Company’s principal financial officer during a portion of 2019, information with respect to his
compensation is being provided in accordance with Item 402(a)(3)(ii) of Regulation S-K.
|
|
Name
|
| |
Grant
Date |
| |
Grant Type
|
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Number of Performance Shares
That Will Vest Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock (#) |
| |
Number
of Securities Underlying Stock Options (#) |
| |
Exercise
Price of Stock Option (3) ($/Share) |
| |
Grant Date
Fair Value of Stock Options (4) ($) |
| ||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold (#)
|
| |
Target (#)
|
| |
Maximum (#)
|
| |||||||||||||||||||||
|
Theodore Harris
|
| |
|
| |
ICP
|
| |
$0
|
| |
$915,000
|
| |
$1,830,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
6,195
|
| |
12,390
|
| |
24,780
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,130
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
28,300
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$2,062,538
|
| |||
|
Martin Bengtsson
|
| |
|
| |
ICP
|
| |
$0
|
| |
$239,250
|
| |
$478,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
1,315
|
| |
2,630
|
| |
5,260
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,300
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,000
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$437,577
|
| |||
|
David Ludwig
|
| |
|
| |
ICP
|
| |
$0
|
| |
$118,276
|
| |
$236,552
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
870
|
| |
1,740
|
| |
3,480
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
860
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,000
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$290,048
|
| |||
|
Scott. Mason
|
| |
|
| |
ICP
|
| |
$0
|
| |
$174,578
|
| |
$349,155
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
1,090
|
| |
2,180
|
| |
4,360
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Share Awards
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,080
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$615,670
|
| |||
|
Mark Stach
|
| |
|
| |
ICP
|
| |
$0
|
| |
$135,207
|
| |
$270,414
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
790
|
| |
1,580
|
| |
3,160
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,780
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,600
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$430,891
|
| |||
|
William Backus
|
| |
|
| |
ICP
|
| |
$0
|
| |
$129,699
|
| |
$259,398
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/13/2019
|
| |
Performance Shares
|
| |
|
| |
|
| |
|
| |
845
|
| |
1,690
|
| |
3,380
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Time-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,840
|
| |
|
| |
|
| |
|
| |||
|
2/13/2019
|
| |
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,900
|
| |
$84.09
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$534,660
|
|
(1)
|
The maximum amounts equal 200% of target. Additional information regarding the design of the ICP is included in the Compensation
Discussion and Analysis.
|
(2)
|
The target number of shares shown in the table reflects the number of shares of our Common Stock earned if performance is achieved
at target levels. All shares will be awarded net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid out in shares, net of applicable tax withholding, based on the actual number of
shares earned for the performance cycle, if any.
|
(3)
|
The exercise price equals the closing price of our Common Stock on the grant date.
|
(4)
|
The amounts represent the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718.
|
1.
|
Officers and other employees of the Company may be granted Stock Options which qualify as incentive stock options (“ISOs”)
under Section 422(b) of the Code;
|
2.
|
Directors, officers and employees may be granted Stock Options which do not qualify as ISOs (“Non-Qualified Options”); and
|
3.
|
Directors, officers and employees may be granted the right to make direct purchases of Common Stock from the Company and may also be
granted Time-Based Restricted Shares and Performance Shares.
|
|
Name
|
| |
Stock Options
|
| |
Stock Awards
|
| |
Performance Awards
|
| |||||||||||||||
|
# of Securities Underlying Options
|
| ||||||||||||||||||||||||
|
Exercisable (1)
|
| |
Not Currently
Exercisable (1) |
| |
Option
Exercise Price/Share |
| |
Option
Expiration Date |
| |
Number of
Unvested Shares (2) |
| |
$ (3)
|
| |
Number of
Unvested Shares (2) |
| |
$ (3)
|
| |||
|
Theodore Harris
|
| |
10,000
|
| |
0
|
| |
$54.87
|
| |
4/28/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
24,350
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
15,558
|
| |
10,372
|
| |
$85.40
|
| |
2/21/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,760
|
| |
15,040
|
| |
$74.57
|
| |
2/15/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
0
|
| |
28,300
|
| |
$84.09
|
| |
2/13/2029
|
| |
10,830
|
| |
$1,100,653
|
| |
28,580
|
| |
$2,904,585
|
| |||
|
Martin
Bengtsson (4) |
| |
0
|
| |
15,000
|
| |
$85.33
|
| |
2/4/2029
|
| |
|
| |
|
| |
|
| |
|
|
|
0
|
| |
6,000
|
| |
$84.09
|
| |
2/13/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
13,300
|
| |
$1,351,679
|
| |
2,630
|
| |
$267,287
|
| |||
|
David Ludwig
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
23,200
|
| |
0
|
| |
$32.21
|
| |
12/6/2020
|
| |
|
| |
|
| |
|
| |
|
| |||
|
12,970
|
| |
0
|
| |
$29.06
|
| |
2/28/2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
9,134
|
| |
0
|
| |
$38.10
|
| |
2/19/2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,820
|
| |
0
|
| |
$50.32
|
| |
2/26/2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
5,385
|
| |
0
|
| |
$58.52
|
| |
2/19/2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,200
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
7,500
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
7,030
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,432
|
| |
2,288
|
| |
$85.40
|
| |
2/21/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
760
|
| |
3,040
|
| |
74.57
|
| |
2/15/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
0
|
| |
4,000
|
| |
$84.09
|
| |
2/13/2029
|
| |
1,800
|
| |
$182,934
|
| |
5,110
|
| |
$519,329
|
| |||
|
Scott Mason
|
| |
940
|
| |
3,760
|
| |
$74.57
|
| |
2/15/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
0
|
| |
5,000
|
| |
$84.09
|
| |
2/13/2029
|
| |
8,260
|
| |
$839,464
|
| |
4,600
|
| |
$467,498
|
| |||
|
Mark Stach
|
| |
1,200
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
1,320
|
| |
880
|
| |
$85.40
|
| |
2/21/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
688
|
| |
2,720
|
| |
74.57
|
| |
2/15/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
0
|
| |
3,600
|
| |
$84.09
|
| |
2/13/2029
|
| |
3,620
|
| |
$367,901
|
| |
3,310
|
| |
$336,395
|
|
|
Name
|
| |
Stock Options
|
| |
Stock Awards
|
| |
Performance Awards
|
| |||||||||||||||
|
# of Securities Underlying Options
|
| ||||||||||||||||||||||||
|
Exercisable (1)
|
| |
Not Currently
Exercisable (1) |
| |
Option
Exercise Price/Share |
| |
Option
Expiration Date |
| |
Number of
Unvested Shares (2) |
| |
$ (3)
|
| |
Number of
Unvested Shares (2) |
| |
$ (3)
|
| |||
|
William Backus
|
| |
4,178
|
| |
0
|
| |
$58.52
|
| |
2/19/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
3,500
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
15,000
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
6,670
|
| |
0
|
| |
$60.85
|
| |
2/23/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,288
|
| |
2,192
|
| |
$85.40
|
| |
2/21/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
740
|
| |
2,960
|
| |
74.57
|
| |
2/15/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
0
|
| |
3,900
|
| |
$84.09
|
| |
2/13/2029
|
| |
4,760
|
| |
$483,759
|
| |
4,960
|
| |
$504,085
|
|
(1)
|
Stock Options have a term of ten years from the grant date and become exercisable 20% after 1 year, 60% after 2 years and 100% after
3 years, beginning on the first anniversary of the grant date.
|
(2)
|
Time-Based Restricted Shares generally vest three years from the date of grant. Performance Shares vest in three years and are
reflected at target payout based on the probable outcome of the performance conditions. The following table provides information with respect to the final vesting dates of each outstanding restricted stock award (both Time-Based
Restricted Shares and Performance Shares based) held by each NEO as of December 31, 2019.
|
|
Final Vesting Date
|
| |
Theodore Harris
|
| |
Martin Bengtsson
|
| |
William Backus
|
| |
David Ludwig
|
| |
Scott Mason
|
| |
Mark Stach
|
|
|
Jan. 1, 2020
|
| |
6,530
|
| |
|
| |
1,380
|
| |
1,440
|
| |
|
| |
|
|
|
Feb. 4, 2020
|
| |
|
| |
4,000(4)
|
| |
|
| |
|
| |
|
| |
|
|
|
Jan. 1, 2021
|
| |
9,660
|
| |
|
| |
1,890
|
| |
1,930
|
| |
2,420
|
| |
1,730
|
|
|
Feb. 4, 2021
|
| |
|
| |
4,000(4)
|
| |
|
| |
|
| |
|
| |
|
|
|
Oct. 2, 2021
|
| |
|
| |
|
| |
|
| |
|
| |
3,000
|
| |
|
|
|
Oct. 23, 2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Jan. 1, 2022
|
| |
12,390
|
| |
2,630
|
| |
1,690
|
| |
1,740
|
| |
2,180
|
| |
1,580
|
|
|
Feb. 4, 2022
|
| |
|
| |
4,000(4)
|
| |
|
| |
|
| |
|
| |
|
|
|
Feb. 13, 2022
|
| |
6,130
|
| |
1,300
|
| |
3,840
|
| |
860
|
| |
4,080
|
| |
2,780
|
|
|
Feb. 15, 2022
|
| |
4,700
|
| |
|
| |
920
|
| |
940
|
| |
1,180
|
| |
840
|
|
|
Total
|
| |
39,410
|
| |
15,930
|
| |
9,720
|
| |
6,910
|
| |
12,860
|
| |
6,930
|
|
(3)
|
Value is computed based on the closing price of our Common Stock on December 31, 2019, which was $101.63 per share.
|
(4)
|
In connection with the hiring of Mr. Bengtsson as Chief Financial Officer, the Company and Mr. Bengtsson entered into an offer
letter dated January 10, 2019 (“Bengtsson Offer Letter”). The Bengtsson Offer Letter provided in part that Mr. Bengtsson would also receive 12,000 shares of Company Time-Based Restricted Shares, which will vest ratably over three
years after the date of grant (February 4, 2019), with one-third vesting each year beginning in 2020, and Stock Options to acquire 15,000 shares of Company stock at $85.33 per share, which Stock Options vest 20% after Year 1 (February 4,
2020), 40% after Year 2 (February 4, 2021), and 40% after Year 3 (February 4, 2021).
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) (1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
|
|
Theodore Harris
|
| |
0
|
| |
N/A
|
| |
5,206(2)
|
| |
$437,773
|
|
|
Martin Bengtsson
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
|
David Ludwig
|
| |
12,750
|
| |
$861,742
|
| |
3,198(2)(3)
|
| |
$274,395
|
|
|
Scott Mason
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
|
Mark Stach
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
|
William Backus
|
| |
0
|
| |
N/A
|
| |
2,742(2)(3)
|
| |
$234,822
|
|
(1)
|
Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the
options.
|
(2)
|
Reflects the earnings of Performance Shares granted in 2016 under the Fiscal 2016 – 2018 Performance Share awards including dividend
equivalent shares. The Performance Shares were subject to performance goals for the performance period ended December 31, 2018, with the number of TSR Performance Shares vesting representing 149.5% of the target shares and with no EBITDA
Performance Shares vesting as the threshold for EBITDA Performance Shares was not achieved. Awards vested on February 13, 2019. See “LTIP Awards” beginning at page 30 above). Values realized for performance shares
earned are based on the closing share prices ($84.09) on February 13, 2019, the date the Compensation Committee determined that the performance targets for the performance period ended December 31, 2018 had been met.
|
(3)
|
For Messer’s Ludwig and Backus, the amounts shown reflect both the Performance Shares discussed in Note 2 above and the vesting of
Time-Based Restricted Shares.
|
|
Name
|
| |
NEO
Contributions in Last Fiscal Year(1) ($) |
| |
Aggregate
Earnings in Last Fiscal Year ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate Balance
at Last Fiscal Year End ($) |
|
|
Theodore Harris
|
| |
$ 680.252
|
| |
$ 15,661
|
| |
$0
|
| |
$ 796,526
|
|
|
Martin Bengtsson
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
|
|
David Ludwig
|
| |
$ 135,743
|
| |
$ 14,345
|
| |
$0
|
| |
$ 150,087
|
|
|
Scott Mason
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
|
|
Mark Stach
|
| |
$ 171,423
|
| |
$ 24,533
|
| |
$0
|
| |
$ 219,946
|
|
|
William Backus
|
| |
$ 2,863
|
| |
$ 109
|
| |
$0
|
| |
$5,787
|
|
(1)
|
NEO contributions include any deferrals of annual compensation, including earned awards under the ICP. These amounts are included in
the NEOs’ compensation under either “Salary” or “Non-Equity Incentive Compensation”.
|
(i)
|
any person or group is or becomes (including by merger, consolidation or otherwise) the beneficial owner, directly or indirectly, of
50% or more of the voting power of the total outstanding voting stock of the Company; or
|
(ii)
|
the sale or other disposition (other than by way of merger or consolidation) of all or substantially all of the capital stock or
assets of Company to any person or group as an entirety or substantially as an entirety in one transaction or a series of related transactions, unless the ultimate beneficial owners of the voting stock of such person immediately after
giving effect to such transaction own, directly or indirectly, more than 80% of the total voting power of the total outstanding voting stock of Company immediately prior to such transaction.
|
|
Benefits and Payments upon Termination
|
| ||||||||||||
|
Event
|
| |
Base Salary
|
| |
ICP Bonus (1)
|
| |
Acceleration of
Vesting Stock Options and Restricted Shares (2) |
| |
Total
|
|
|
Voluntary termination by Mr. Harris or termination for
Cause
|
| |
$—
|
| |
$915,000
|
| |
$4,005,238
|
| |
$4,920,238
|
|
|
Termination by Mr. Harris within 12 months after demotion
by Company or because of constructive termination
|
| |
$ 1,830,000
|
| |
$915,000
|
| |
$5,076,940
|
| |
$7,821,940
|
|
|
Termination by Company following a Change in Control,
except for Cause (3)
|
| |
$ 1,830,000
|
| |
$915,000
|
| |
$5,076,940
|
| |
$7,821,940
|
|
|
Voluntary termination by Mr. Harris following a Change of
Control (3)
|
| |
$ 915,000
|
| |
$915,000
|
| |
$5,076,940
|
| |
$6,906,940
|
|
|
Termination by Company for any reason other than for Cause
or after receipt of notice of termination from Mr. Harris
|
| |
$ 1,830,000
|
| |
$915,000
|
| |
$5,076,940
|
| |
$7,821,940
|
|
|
Death
|
| |
$—
|
| |
$915,000
|
| |
$4,005,238
|
| |
$4,920,238
|
|
(1)
|
Represents the target bonus level under the ICP.
|
(2)
|
Amounts in this column are calculated by: (i) multiplying the number of shares subject to accelerated vesting (all Time-Based
|
(3)
|
Assumes the Change of Control occurred within the two-year period prior to December 31, 2019.
|
|
Plan Category
|
| |
Number of
shares to be issued upon exercise of outstanding options, warrants and rights 1 |
| |
Weighted-average
exercise price per share of outstanding options, warrants and rights |
| |
Number of
shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column) (1) |
|
|
Equity compensation plans approved by security holders
|
| |
950,952
|
| |
$68.18
|
| |
1,095,144
|
|
|
Equity compensation plans not approved by security holders
|
| |
0
|
| |
0
|
| |
0
|
|
|
Total
|
| |
950,952
|
| |
$68.18
|
| |
1,095,144
|
|
(1)
|
25,218 shares of unvested Time-Based Restricted Shares granted to non-employee directors and 91,760 shares of unvested Time-Based
Restricted Shares granted to NEOs are excluded from this table.
|
|
Name and Address of Beneficial Owner
|
| |
|
| |
Beneficially
Owned(1) |
| |
Percent of Class(2)
|
|
|
BlackRock Institutional Trust Company, N.A.
|
| |
3
|
| |
4,785,224
|
| |
14.9%
|
|
|
The Vanguard Group, Inc.
|
| |
4
|
| |
3,656,656
|
| |
11.36%
|
|
|
Brown Capital Management, LLC
|
| |
5
|
| |
1,879,920
|
| |
5.84%
|
|
|
Ted Harris
|
| |
6
|
| |
128,626
|
| |
*
|
|
|
David Ludwig
|
| |
7
|
| |
73,101
|
| |
*
|
|
|
William Backus
|
| |
8
|
| |
55,127
|
| |
*
|
|
|
Perry Premdas
|
| |
9
|
| |
52,127
|
| |
*
|
|
|
John Televantos
|
| |
10
|
| |
31,693
|
| |
*
|
|
|
Paul Coombs
|
| |
11
|
| |
24,973
|
| |
*
|
|
|
David Fischer
|
| |
12
|
| |
21,388
|
| |
*
|
|
|
Martin Bengtsson
|
| |
13
|
| |
17,433
|
| |
*
|
|
|
Scott Mason
|
| |
14
|
| |
16,370
|
| |
*
|
|
|
Mark Stach
|
| |
15
|
| |
11,221
|
| |
*
|
|
|
Matthew Wineinger
|
| |
16
|
| |
8,074
|
| |
*
|
|
|
Daniel Knutson
|
| |
17
|
| |
5,628
|
| |
*
|
|
|
Joyce Lee
|
| |
18
|
| |
607
|
| |
|
|
|
Totals Executive Officers/Directors
|
| |
|
| |
446,368
|
| |
1.38%
|
|
|
|
| |
|
| |
|
| |
|
|
|
Shares Outstanding April 1, 2020
|
| |
|
| |
32,276,169
|
| |
|
|
*
|
Less than 1%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. In accordance with SEC rules, shares which may be acquired upon exercise of stock options which are currently exercisable, or which become exercisable within 60 days after the date of the information in the table
are deemed to be beneficially owned by the optionee. Except as indicated by footnote, and subject to community property laws where applicable, to the Company’s knowledge, the persons or entities named in the table above are believed to
have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.
|
(2)
|
For purposes of calculating the percentage of outstanding shares held by each person named above, any shares which such person has
the right to acquire within 60 days after the date of the information in the table are deemed to be outstanding, but not for calculating the percentage ownership of any other person.
|
(3)
|
Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 4, 2020. Such entity’s address as
reported in its Schedule 13G/A is 55 East 52nd Street, New York, NY 10022.
|
(4)
|
Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 12, 2020. Such entity’s address
as reported in its Schedule 13G/A is 100 Vanguard Blvd, Malvern, PA 19355.
|
(5)
|
Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 14, 2020. Such entity’s address
as reported in its Schedule 13G/A is 1201 N. Calvert Street, Baltimore, MD 21202.
|
(6)
|
Consists of 77,220 shares such person has the right to acquire pursuant to Stock Options, 15,860 shares of Time-Based Restricted
Shares, 1,227 shares held in such person’s Company 401(k) retirement plan account, and 34,319 shares held directly.
|
(7)
|
Consists of 53,839 shares such person has the right to acquire pursuant to Stock Options, 1,800 shares of Time-Based Restricted
Shares, 347 shares held in such person’s Company 401(k) retirement plan account, and 17,115 shares held directly.
|
(8)
|
Consists of 37,828 shares such person has the right to acquire pursuant to Stock Options, 5,410 shares of Time-Based Restricted
Shares, 410 shares held in such person’s Company 401(k) retirement plan account, and 11,479 shares held directly.
|
(9)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted
Shares, and 45,861 shares held directly.
|
(10)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted
Shares, and 25,427 shares held directly.
|
(11)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted
Shares, and 18,707 shares held directly.
|
(12)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted
Shares, and 15,122 shares held directly.
|
(13)
|
Consists of 4,200 shares such person has the right to acquire pursuant to Stock Options, 10,280 shares of Time-Based Restricted
Shares, 347 shares held in such person’s Company 401(k) retirement plan account, and 2,606 shares held directly.
|
(14)
|
Consists of 3,820 shares such person has the right to acquire pursuant to Stock Options, 9,130 shares of Time-Based Restricted
Shares, 420 shares held in such person’s Company 401(k) retirement plan account, and 3,000 shares held directly.
|
(15)
|
Consists of 6,160 shares such person has the right to acquire pursuant to Stock Options, 4,300 shares of Time-Based Restricted
Shares, and 761 shares held in such person’s Company 401(k) retirement plan account.
|
(16)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted
Shares, and 1,808 shares held directly
|
(17)
|
Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 2,230 shares of Time-Based Restricted
Shares, and 650 shares held directly.
|
(18)
|
Consists of 607 Time-Based Restricted Shares.
|
|
|
| |
2019
|
| |
2018
|
|
|
Audit fees (1)
|
| |
$1,290,141
|
| |
$ 1,189,375
|
|
|
Audit-related fees (2)
|
| |
$265,402
|
| |
$ 51,018
|
|
|
Tax fees (3)
|
| |
$75,104
|
| |
—
|
|
|
Total fees
|
| |
$1,630,647
|
| |
$ 1,240,393
|
|
(1)
|
Audit fees for 2019 relate to audit of the annual consolidated financial statements and quarterly reviews, including out of pocket
disbursements and administrative charges, and fees related to foreign statutory audit.
|
(2)
|
Audit-related fees for 2019 consist of fees paid for the employee benefit plan audit and fees paid for financial due diligence
procedures related to the Chemogas acquisition.
|
(3)
|
Tax fees for 2019 consist of tax due diligence procedures related to the Chemogas acquisition.
|
|
| |
Daniel E. Knutson (Chair)
|
|
| |
Paul D. Coombs
|
|
| |
David B. Fischer
|
|
| |
Joyce Lee
|
|
| |
|
|
| |
being the members of the Audit
Committee of the Board of Directors |
|
| |
/s/ Mark A. Stach
|
|
| |
Mark A. Stach
|
|
| |
Secretary
|
|
| |
April 27, 2020
|
|
| |
|
|
| |
New Hampton, New York
|
|
| |
|
1 Year Balchem Chart |
1 Month Balchem Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions