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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Luminex Corporation | NASDAQ:LMNX | 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% | 36.99 | 36.94 | 36.98 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to §240.14a-12
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þ
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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election of two persons nominated by the Board of Directors to serve for three-year terms as Class I Directors (designated as Proposal 1 in the accompanying proxy statement);
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(3)
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ratification of the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2013 (designated as Proposal 3 in the accompanying proxy statement); and
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•
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FOR
the Class I Director nominees named in this proxy statement;
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•
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FOR
the approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this proxy statement; and
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•
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FOR
the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2013.
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•
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be able to represent the interests of the Company and all of its stockholders and not be disposed by affiliation or interest to favor any individual, group or class of stockholders or other constituency; and
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•
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possess the background and demonstrated ability to contribute to the Board’s performance of its collective responsibilities, through senior executive management experience, relevant professional or academic distinction, and/or a record of relevant civic and community leadership.
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•
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be of high ethical character and share the core values of Luminex as reflected in our Code of Compliance;
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•
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have a reputation, both personal and professional, consistent with the image and reputation of Luminex;
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•
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be highly accomplished in the candidate’s field;
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•
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be an active or former chief executive officer of a public company or a biotechnology
company or an active or former leader of another complex organization;
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•
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otherwise have relevant expertise and experience, and be able to offer advice and guidance to the chief executive officer based on that expertise and experience; and/or
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•
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have the ability to exercise sound business judgment.
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2012 Executive Summary
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2012 Executive Compensation Review
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Overview of Luminex Compensation Process
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Additional Disclosures
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Compensation Philosophy
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2013 Executive Compensation Preview
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Program Design
|
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•
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Long-Term Business Growth
. Revenue is up 68%, operating income is up 207% and employee count is up 57% over the past three years. We believe that the Company has grown significantly in a generally difficult and uncertain economy and business environment:
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•
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Impact of Strategic Acquisitions and Initiatives
. As part of the Luminex long-term strategic initiative to expand its operating footprint and maintain its competitive market posture, in each of 2010, 2011 and 2012 the Company completed a significant acquisition: BSD (Australia), Eragen Biosciences/LMA (Wisconsin) and GenturaDx (California), respectively, each of which required significant integration and management oversight. In addition, the Company now operates globally with offices in Brisbane, Australia; Toronto, Canada; Shanghai, China; Tokyo, Japan; Oosterhaut, Netherlands; Madison, Wisconsin and Austin, Texas. Overall, the scale and complexity of the Luminex business has significantly increased.
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•
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Offer competitive and effective total compensation opportunities for executives that enable the Company to attract, reward and retain skilled executives in a competitive recruiting environment;
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•
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Provide a substantial portion of executive compensation through performance-contingent compensation, where annual incentives are based on achieving designated and pre-approved quantitative and qualitative measures of performance;
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•
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Encourage and share superior and sustained corporate performance based on performance measures that create value for stockholders, reward corporate growth and encourage measured risk-taking in support of our corporate objectives; and
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•
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Align the long-term financial interests of our executives with those interests of our stockholders by focusing incentives on long-term operating performance and stock price appreciation.
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•
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Each element of compensation should support our compensation objectives and should, when viewed collectively, work together to appropriately support all of these objectives;
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•
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Our compensation programs should create a management culture that is performance-driven and has a vested interest in increasing stockholder value and the successful execution of our corporate goals and strategies;
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•
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Our compensation decisions should support the Company's anticipated growth and executive development;
|
•
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Our compensation decisions should be flexible to reflect the unique attributes of the Company and the contributions of each executive; and
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•
|
Our compensation programs and policies should consider external perceptions and “good governance” and should not provide incentives for excessive risk taking for short-term gains.
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•
|
Competitive Base Salaries
. Salary adjustments for our named executive officers, excluding the CEO, reflected merit-based adjustments at approximately 2.5% to 7.6%. Our CEO's base salary was adjusted 35.9% based upon a variety of factors, including a review of relevant peer pay levels within the peer group, his long-term superior performance to the Company, the increased complexity and scope of the business, and his importance as the strategic leader and builder of the executive team. As adjusted, the CEO's base salary approximates the median of the peer group, as intended by the Committee, due to the CEO's sustained performance. In prior years, the CEO's base salary fell well below peer medians, as well as the 25
th
percentiles. The targeted compensation philosophy was to have base pay positioned for the CEO between the 25
th
and 50
th
percentiles.
|
•
|
Annual Performance-Based Cash Awards
. We provide our named executive officers a market competitive performance-based annual incentive opportunity based upon the achievement of specific Company, business unit and personal objectives. Consistent with our philosophy of linking annual incentive payouts with Company and individual performance factors, annual bonuses earned and paid for 2012 ranged from 68% to 79% of the 2012 target for the named executive officers, reflecting measured performance outcomes for the year. We do not have any multiyear bonus programs for named executive officers and no guaranteed bonus payments
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•
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Competitive Long-Term Stock Based Incentive Compensation.
In 2012, the targeted value of grant date fair value equity awards were increased over 2011 to return to the historic practice of targeting median benchmarks for the peer group. In 2011, the time based equity awards were uniquely reduced (by more than 50%) for a focused effort to reduce general and administrative expenses across the Company. In 2012, options comprised 35% (an increase from 30%) of the grant date fair value and RSAs constituted 65% (a decrease from 70%) of the grant date fair value. This shift put more of the compensation component at risk to market share price as options create no value until the market price exceeds the grant date exercise price. Specifically, with respect to Mr. Balthrop, the equity award was increased to $1.2 million from $800,000 in 2011 because the Committee and Board believe strongly that Mr. Balthrop is the proper executive to lead the Company and the long term incentives (in the form of RSAs and Options) were appropriate to seek to promote the CEO's long term interest in the Company. The 2012 awards have significant vesting periods of five year (RSA/RSUs) and three year (options) ratable vesting periods.
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•
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Long-Term Performance Incentive Plan
. To further align certain of our executives' long-term interests with those of stockholders, our CEO and CFO participated in our senior executive long-term incentive plan (the “LTIP”) which offers a long-term, performance-based incentive (which is contingent on the achievement of pre-established “Trading Price” and “Operating Profit” goals over a three year performance period plus additional time vesting).
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•
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Executive Benefits
. We do not maintain “top hat” or supplemental executive retirement plans, or offer our NEOs material “executive” perquisites or excessive change in control arrangements.
|
Title
|
|
Name
|
|
Base
Salary
|
|
Annual Cash
Bonus
Paid
|
|
Long Term
Equity
Grant Date
Value
|
|
LTIP
Target
Value
|
|
Total
Compensation
|
||||||||||
CEO
|
|
Balthrop
|
|
$
|
700
|
|
|
$
|
446
|
|
|
$
|
1,200
|
|
|
$
|
800
|
|
(3)
|
$
|
3,146
|
|
CFO
|
|
Currie
|
|
$
|
350
|
|
|
$
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122
|
|
|
$
|
350
|
|
|
$
|
200
|
|
(3)
|
$
|
1,022
|
|
SVP
|
|
Bradley
|
|
$
|
304
|
|
|
$
|
119
|
|
|
$
|
375
|
|
|
—
|
|
|
$
|
798
|
|
|
SVP
|
|
Bridge-Cook
|
|
$
|
362
|
|
(2)
|
$
|
137
|
|
(2)
|
$
|
350
|
|
|
—
|
|
|
$
|
849
|
|
|
SVP
|
|
Pintek
|
|
$
|
335
|
|
|
$
|
120
|
|
|
$
|
350
|
|
|
—
|
|
|
$
|
805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts reported in this chart may differ from the amounts determined under SEC rules in the Summary Compensation Table and describes compensation approved and granted in 2012 only. This is provided as an overview summary for utilization by the reader and not as a substitute for the SEC presentation. See the narrative and tables herein accompanying the 2012 Summary Compensation Table on page 38 hereof.
|
(2)
|
Paid in Canadian dollars.
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(3)
|
Target grant date value. Scale based on actual performance against metrics is 0% to 275%.
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Annual Cash Incentive:
|
|||||||
|
Year
|
|
Target % of Salary
|
|
Maximum % of Salary
|
|
Actual % of Salary Paid
|
CEO:
|
2009
|
|
100%
|
|
132.5%
|
|
65%
|
|
2010
|
|
100%
|
|
137.5%
|
|
87%
|
|
2011
|
|
100%
|
|
150%
|
|
139%
|
|
2012
|
|
100%
|
|
165%
|
|
68%
|
Other Named Executive Officers:
|
2009
|
|
50%
|
|
75%
|
|
31-34%
|
|
2010
|
|
50%
|
|
75%
|
|
43-44%
|
|
2011
|
|
50%
|
|
75%
|
|
72-75%
|
|
2012
|
|
50%
|
|
75%
|
|
35-40%
|
LTIP
(1)
:
|
|
|
Year
|
|
Shares Issued As % of Maximum
|
2008
|
|
41%
|
2009
|
|
50%
|
2010
|
|
14%
|
(1)
|
No subsequent years have completed their respective performance period. The average of the three cycles reported is 35% of maximums.
|
•
|
No significant perquisites offered.
Our executives receive limited perquisite benefits.
|
•
|
Double trigger change in control protection in employment agreements.
All employment agreements and incentive award agreements for named executive officers and other senior executives require a termination of employment in addition to a change in control of the Company before change in control benefits are triggered.
|
•
|
No Supplemental Executive Retirement Programs (SERPs) offered.
We do not offer SERPs to our current executives.
|
•
|
Independence of Committee Members.
All Committee members are independent pursuant to the Nasdaq Stock Exchange, SEC, and Section 162m “independence” definitions.
|
•
|
Independence of executive compensation consultant.
The executive compensation advisor to the Committee met the SEC's requirements for independence. AON/Hewitt does not provide compensation-related services to management and had no prior relationship with our CEO or other named executive officers.
|
•
|
Ongoing succession planning.
The Committee, in conjunction with the full Board, engages in in-depth discussions regarding succession planning and talent development of our executives.
|
•
|
Stock Ownership Guidelines.
Directors and officers have stock ownership guidelines. Each director and officer who has not achieved the targeted ownership levels is expected to retain certain shares of common stock acquired upon exercise of stock options or from restricted share grants pursuant to the Company's equity plans as described on page 35 below.
|
•
|
Anti-Hedging/Anti-Pledging
. We have adopted an anti-hedging policy and an anti-pledging policy as described on page 35 below.
|
•
|
base salary;
|
•
|
annual variable performance awards payable in cash; and
|
•
|
long-term stock-based incentive awards, including annual time-vesting equity awards and RSUs under our LTIP for our most senior executive officers that are subject to both performance and time-based vesting.
|
Participant
|
|
Grant
Year
|
|
Share
Minimum
(1)
|
|
Share
Target
|
|
Share
Maximum
|
|
Actual Shares
Issued
(2)
|
|
Issued as a
Percentage of
Maximum
|
Balthrop
|
|
2008
|
|
11,188
|
|
37,296
|
|
102,564
|
|
42,059
|
|
41%
|
Balthrop
|
|
2009
|
|
15,316
|
|
51,052
|
|
140,396
|
|
70,198
|
|
50%
|
Balthrop
|
|
2010
|
|
14,501
|
|
48,338
|
|
132,930
|
|
18,835
|
|
14%
|
Currie
|
|
2009
|
|
5,743
|
|
19,144
|
|
52,648
|
|
26,324
|
|
50%
|
Currie
|
|
2010
|
|
5,438
|
|
18,126
|
|
49,848
|
|
7,063
|
|
14%
|
(1)
|
If no metric achieved upon completion of the three year period then zero shares would be awarded. The share number reflected is the minimum award if one of the two minimum threshold metrics is met.
|
(2)
|
Subject to one half released to participant upon certification and one half on the December 31 two years following completion of the performance period.
|
Affymetrix, Inc.
|
Gen-Probe Incorporated
|
Myriad Genetics, Inc.
|
Alere Inc.
|
Hologic, Inc.
|
Nanosphere, Inc.
|
Array BioPharma Inc.
|
Idenix Pharmaceuticals, Inc.
|
Nektar Therapeutics
|
Cepheid
|
Illumina, Inc.
|
PAREXEL International Corporation
|
Charles River Laboratories International Inc.
|
Kendle International Inc.
|
QIAGEN N.V.
|
Enzo Biochem, Inc.
|
Lexicon Pharmaceuticals, Inc.
|
Quidel Corporation
|
Exelexis, Inc
|
Meridian Bioscience, Inc.
|
Regeneron Pharmaceuticals, Inc.
|
Name
|
|
Company
Objectives
|
|
Individual
Objectives
|
|
Total
|
Harriss T. Currie
|
|
30/50
|
|
40.875/50
|
|
70.875/100
|
Jeremy Bridge-Cook
|
|
30/50
|
|
46.25/50
|
|
76.25/100
|
Russell Bradley
|
|
30/50
|
|
49.69/50
|
|
79.69/100
|
Michael F. Pintek
|
|
30/50
|
|
42/50
|
|
72/100
|
Goal
|
|
Percentage Weight*
|
Achieve Total Consolidated Revenue of $217.4 million
($202.6 million actual)*
|
|
0/15
|
Achieve High Margin Item Revenue of $163.1 million
($154.2 million actual)*
|
|
0/20
|
Achieve Adjusted Consolidated Operating Profit of $18.9 million
($22.7 million actual)*
|
|
30/15
|
Individual Objectives, including revenue targets, product placements and project milestones**
|
|
53.2/50
|
Total
|
|
83.2/100
|
*
|
Subject to overachievement. If actual results exceed the maximum performance level then the bonus earned is 200% of the targeted amount and calculated on a linear basis between target and maximum.
|
**
|
Committee had discretion to award up to 150% of target for certain objectives.
|
Participant
|
|
Target Dollar
Amount
|
|
Threshold
|
|
Target
|
||||
Patrick J. Balthrop
|
|
$
|
800,000
|
|
|
60
|
%
|
|
100
|
%
|
|
|
|
|
(21,476 shares)
|
|
|
(35,794 shares)
|
|
||
|
|
|
|
|
|
|
||||
Harriss T. Currie
|
|
$
|
200,000
|
|
|
60
|
%
|
|
100
|
%
|
|
|
|
|
(5,369 shares)
|
|
|
(8,948 shares)
|
|
•
|
Share price appreciation is likely the most readily quantifiable metric to confirm an increase in total value and investment return from a stockholder perspective over the performance period; and
|
•
|
Operating profit measures the true value of our business. Our ability to generate profit indicates the health of our business and should allow our Company to create value for stockholders.
|
2010 LTIP Goal
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
2010 Trading Price Goal
|
|
$
|
22.22
|
|
|
$
|
25.25
|
|
|
$
|
40.09
|
|
|
$
|
16.65
|
|
2010 Operating Cash Flow Goal
|
|
$
|
0.212
|
|
|
$
|
0.241
|
|
|
$
|
0.382
|
|
|
$
|
0.225
|
|
•
|
Executive base salaries for the executive officers, excluding the CEO, were raised 3.5% to 6.5%, based upon merit and external and internal equity adjustments. The CEO base salary was unchanged from 2012.
|
•
|
Performance based cash compensation opportunities remained consistent as a percentage of base salaries for the respective officers and continued to focus on substantially similar performance metrics. The base salary adjustments, however, provide an opportunity for officers (other than the CEO) to modestly increase such component of compensation if performance metrics are attained or exceeded.
|
•
|
Long-term equity incentive opportunities remained consistent as a grant of annual time-based equity awards based upon an allocated value between restricted shares or units (65% of the value) and options (35% of the value). The grant date fair value of equity awards granted to the officers (inclusive of the CEO) was reduced by approximately 25% in 2013 over the value granted in 2012 in order to account for the Company's 2012 stock price correction. The vesting of the restricted shares is in five equal increments and the options vest over three equal annual installments. Each of the officers, excluding the CEO, was granted aggregate equity awards between $187,500 and $300,000. The CEO's equity award was $900,000.
|
•
|
The Committee again agreed to include the CEO and CFO in the LTIP program for 2013. Mr. Balthrop's and Mr. Currie's target awards were $600,000 and $150,000, respectively. The grant date fair value of LTIP target awards granted was reduced by approximately 25% in 2013 over the value granted in 2012 in order to account for the Company's 2012 stock price correction. In addition, after significant analysis and discussion, the performance metric was modified for the 2013 LTIP to be measured in adjusted earnings per share at threshold, target and maximum and the maximum award potential was reduced to 200% of target from 275% of target.
|
Name and
Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($) (2)
|
|
Non-Equity Incentive
Plan
Compensation
($) (3)
|
|
All Other
Compensation
($) (4)
|
|
Total ($)
|
|||||||
Patrick J. Balthrop, Sr.
|
|
2012
|
|
653,737
|
|
|
—
|
|
|
1,561,830
|
|
(5)
|
419,989
|
|
|
543,909
|
|
(6)
|
35,013
|
|
|
3,214,478
|
|
President and
|
|
2011
|
|
513,674
|
|
|
—
|
|
|
2,411,447
|
|
(7)
|
119,996
|
|
|
716,575
|
|
|
20,325
|
|
|
3,782,017
|
|
Chief Executive Officer
|
|
2010
|
|
506,138
|
|
|
—
|
|
|
2,948,073
|
|
(8)
|
239,994
|
|
|
440,340
|
|
|
21,623
|
|
|
4,156,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Harriss T. Currie
|
|
2012
|
|
343,807
|
|
|
—
|
|
|
422,912
|
|
(5)
|
122,495
|
|
|
121,837
|
|
|
—
|
|
|
1,011,051
|
|
Vice President, Finance,
|
|
2011
|
|
324,422
|
|
|
—
|
|
|
926,781
|
|
(7)
|
52,496
|
|
|
238,385
|
|
|
—
|
|
|
1,542,084
|
|
Chief Financial Officer
|
|
2010
|
|
314,689
|
|
|
—
|
|
|
1,140,509
|
|
(8)
|
104,997
|
|
|
139,659
|
|
|
—
|
|
|
1,699,854
|
|
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeremy Bridge-Cook
|
|
2012
|
|
358,587
|
|
(9)
|
—
|
|
|
227,486
|
|
|
122,495
|
|
|
136,328
|
|
(10)
|
21,369
|
|
(11)
|
866,265
|
|
Senior Vice President,
|
|
2011
|
|
355,048
|
|
(9)
|
—
|
|
|
157,492
|
|
|
52,496
|
|
|
254,483
|
|
(10)
|
21,250
|
|
(11)
|
840,769
|
|
Assay Group
|
|
2010
|
|
345,861
|
|
(9)
|
—
|
|
|
244,990
|
|
|
104,997
|
|
|
148,720
|
|
(10)
|
581
|
|
(11)
|
845,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michael F. Pintek
|
|
2012
|
|
332,781
|
|
|
—
|
|
|
227,486
|
|
|
122,495
|
|
|
119,801
|
|
|
8,500
|
|
|
811,063
|
|
Senior Vice President,
|
|
2011
|
|
325,297
|
|
|
—
|
|
|
157,492
|
|
|
52,496
|
|
|
241,533
|
|
|
8,250
|
|
|
785,068
|
|
Operations
|
|
2010
|
|
318,938
|
|
|
—
|
|
|
244,990
|
|
|
104,997
|
|
|
139,535
|
|
|
8,250
|
|
|
816,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Russell W. Bradley
|
|
2012
|
|
299,373
|
|
|
—
|
|
|
243,746
|
|
|
131,240
|
|
|
119,285
|
|
|
8,500
|
|
|
802,144
|
|
Vice President, Business
|
|
2011
|
|
282,705
|
|
|
—
|
|
|
279,999
|
|
|
119,996
|
|
|
210,969
|
|
|
8,250
|
|
|
901,919
|
|
Development and
|
|
2010
|
|
275,481
|
|
|
—
|
|
|
175,000
|
|
|
74,996
|
|
|
123,129
|
|
|
8,250
|
|
|
656,856
|
|
Strategic Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column represent the aggregate grant date fair value of awards calculated in accordance with FASB ASC Topic 718 ("ASC 718"). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments. Pursuant to ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Assumptions used in the calculation of these amounts are described in Note 15 to the Company’s audited financial statements for the fiscal year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 22, 2013.
|
(2)
|
The amounts shown in this column represent the aggregate grant date fair value of awards calculated in accordance with ASC 718 (calculated, per the SEC rules, without consideration of the impact of estimated forfeitures related to service-based vesting conditions). Assumptions used in the calculation of these amounts are described in Note 15 to the Company’s audited financial statements for the fiscal year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 22, 2013.
|
(3)
|
The amounts shown in this column reflect annual cash-based incentive bonuses earned by each of the named executive officers pursuant to the Company’s 2010, 2011 and 2012 management incentive plans, respectively, which are discussed in further detail under “Compensation Discussion and Analysis—Executive Compensation for 2012.” The potential payouts under the 2012 plan at the time the plan was established in 2012 are provided below under “Grants of Plan-Based Awards in 2012.”
|
(4)
|
Except with respect to Mr. Balthrop, this column includes matching payments under our 401(k) Plan and the Registered Retirement Savings Plan in Canada. For Mr. Balthrop, this column includes matching payments under our 401(k) Plan of $11,250, $11,000 and $11,000 in each of 2012, 2011 and 2010, respectively, and commuting travel costs of $23,763, $19,325 and $10,623 in each of 2012, 2011 and 2010, respectively.
|
(5)
|
These amounts include the target number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2012 LTIP (assuming target performance across all performance objectives were achieved) of 35,794 and 8,948 for our CEO and CFO, respectively with grant date fair values of $781,832 and $195,426 for our CEO and CFO, respectively. Since target performance was estimated to be the probable outcome of the performance conditions for the 2012 LTIP on the date of grant, target values have been presented for the 2012 LTIP as opposed to the maximum value as presented in prior years. The maximum number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2012 LTIP (assuming maximum performance across all performance objectives were achieved) is 98,434 shares with a grant date fair value of $2,150,291 and 24,608 shares with a grant date fair value of $537,562 for our CEO and CFO, respectively. The presentation of LTIP award at the target number of shares in 2012 compared to maximum number of shares in 2011 and 2010 The terms of the 2012 LTIP grants are discussed in further detail in “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation.”
|
(6)
|
Mr. Balthrop requested a reduction of his 2012 cash incentive bonus by 15% of target, from $543,909, the amount earned pursuant to the terms of the 2012 cash incentive plan, to $445,849, the final amount actually paid, which the Committee affirmed.
|
(7)
|
These amounts include the maximum number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2011 LTIP (assuming maximum performance across all performance objectives were achieved) of 119,305 and 44,739 for our CEO and CFO, respectively, with grant date fair values of $2,051,451 and $769,288 for our CEO and CFO, respectively. The target number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2011 LTIP (assuming target performance across all performance objectives were achieved) is 48,383 shares with a grant date fair value of $745,982 and 16,268 shares with a grant date fair value of $279,741 for our CEO and CFO, respectively.
|
(8)
|
These amounts include the maximum number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2010 LTIP (assuming maximum performance across all performance objectives were achieved) of 132,930 and 49,848 for our CEO and CFO, respectively, with grant date fair values of $2,388,087 and $895,519 for our CEO and CFO, respectively. The target number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2010 LTIP (assuming target performance across all performance objectives were achieved) is 48,338 shares with a grant date fair value of $868,395 and 18,126 shares with a grant date fair value of $325,643 for our CEO and CFO, respectively.
|
(9)
|
Dr. Bridge-Cook's base salary, which is paid in Canadian dollars, has been translated to United States dollars using an average of the currency exchange rate for each reported calendar year.
|
(10)
|
Dr. Bridge-Cook’s annual cash incentive bonus, which was paid in Canadian dollars, has been translated to United States dollars using the currency exchange rate on the date the payment was made.
|
(11)
|
Matching payments made under our Registered Retirement Savings Plan in Canada for Dr. Bridge-Cook, which were paid in Canadian dollars, have been translated to United States dollars using an average of the currency exchange rate for each reported calendar year.
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
|
|
All Other Option Awards: Number of Securities Underlying Options
|
|
Exercise
or Base
Price of
Option
Awards
|
|
Grant Date Fair Value of Stock and Option Awards
|
||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($)(3)
|
||||||||||
Patrick J. Balthrop, Sr.
|
|
3/7/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,476
|
|
|
35,794
|
|
|
98,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
781,832
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,349
|
|
|
22.71
|
|
|
419,989
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,346
|
|
|
—
|
|
|
—
|
|
|
779,998
|
|
|
|
N/A
|
|
326,869
|
|
|
653,737
|
|
|
1,078,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Harriss T. Currie
|
|
3/7/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,369
|
|
|
8,948
|
|
|
24,608
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,426
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
122,495
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,017
|
|
|
—
|
|
|
—
|
|
|
227,486
|
|
|
|
N/A
|
|
85,952
|
|
|
171,904
|
|
|
257,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Jeremy Bridge-Cook
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,017
|
|
|
—
|
|
|
—
|
|
|
227,486
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
122,495
|
|
|
|
N/A
|
|
89,647
|
|
|
179,294
|
|
|
268,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael F. Pintek
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,017
|
|
|
—
|
|
|
—
|
|
|
227,486
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
122,495
|
|
|
|
N/A
|
|
83,196
|
|
|
166,391
|
|
|
249,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Russell W. Bradley
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,733
|
|
|
—
|
|
|
—
|
|
|
243,746
|
|
|
|
3/13/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,046
|
|
|
22.71
|
|
|
131,240
|
|
|
|
N/A
|
|
74,844
|
|
|
149,687
|
|
|
224,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts shown in these columns reflect the threshold, target and maximum amounts (assuming threshold, target and maximum performance across all performance objectives were achieved) that each of the named executive officers could have earned for the fiscal year ended December 31, 2012 pursuant to the Company’s 2012 management incentive plans. The terms of our named executive officer bonus plans are discussed in further detail in “Compensation Discussion and Analysis—Executive Compensation for 2012” The amounts actually awarded to each of the named executive officers are reflected in the “Summary Compensation Table” above.
|
(2)
|
The amounts shown in these columns reflect the threshold, target and maximum number of shares underlying restricted stock units that our CEO and CFO could earn pursuant to the Company’s 2012 LTIP (assuming threshold, target and maximum performance across all performance objectives were achieved). The terms of the 2012 LTIP grants are discussed in further detail in “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation.”
|
(3)
|
The amounts shown in this column reflect the grant date fair value of the respective stock and option awards calculated in accordance with ASC 718.
|
(4)
|
Dr. Bridge-Cook's estimated future payouts under non-equity incentive plan awards, which would be paid in Canadian dollars, has been translated to United States dollars using an average of the currency exchange rate for the reported calendar year.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
|
|
Option Exercise Price ($)
|
|
Option Grant Date
|
|
Option Expiration Date
|
|
Award Grant Date
|
|
Number of Shares or Units That Have Not Vested (#) (2)
|
|
Market Value of Shares or Units That Have Not Vested ($)
|
|
Equity Incentive Plan Awards; Number of Unearned Shares or Units That Have Not Vested (#)
|
|
Equity Incentive Plan Awards; Market Value of Unearned Shares or Units That Have Not Vested ($)
|
|||||||
Patrick J. Balthrop, Sr.
|
|
450,000
|
|
|
—
|
|
|
10.10
|
|
|
5/15/2004
|
|
5/15/2014
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
29,534
|
|
|
—
|
|
|
14.39
|
|
|
3/25/2007
|
|
3/25/2017
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
17,110
|
|
|
—
|
|
|
20.70
|
|
|
5/13/2008
|
|
5/13/2018
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
32,610
|
|
|
—
|
|
|
15.67
|
|
|
5/12/2009
|
|
5/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
17,092
|
|
|
8,547
|
|
|
16.55
|
|
|
3/11/2010
|
|
3/11/2020
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,057
|
|
|
8,115
|
|
|
18.26
|
|
|
3/11/2011
|
|
3/11/2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
35,349
|
|
|
22.71
|
|
|
3/13/2012
|
|
3/13/2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/13/2008
|
|
6,160
|
|
|
103,488
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
15,316
|
|
|
257,309
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
20,302
|
|
|
341,074
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
12,268
|
|
|
206,102
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/13/2012
|
|
34,346
|
|
|
577,013
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
—
|
|
|
—
|
|
|
35,099
|
|
(3)
|
589,663
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
—
|
|
|
—
|
|
|
132,930
|
|
(4)
|
2,233,224
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/25/2011
|
|
—
|
|
|
—
|
|
|
119,305
|
|
(5)
|
2,004,324
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/7/2012
|
|
—
|
|
|
—
|
|
|
98,434
|
|
(6)
|
1,653,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Harriss T. Currie
|
|
85,000
|
|
|
—
|
|
|
8.41
|
|
|
10/13/2003
|
|
10/13/2013
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
15,000
|
|
|
—
|
|
|
8.22
|
|
|
3/25/2004
|
|
3/25/2014
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,423
|
|
|
—
|
|
|
14.39
|
|
|
3/25/2007
|
|
3/25/2017
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,032
|
|
|
—
|
|
|
20.70
|
|
|
5/13/2008
|
|
5/13/2018
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12,228
|
|
|
—
|
|
|
15.67
|
|
|
5/12/2009
|
|
5/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,478
|
|
|
3,739
|
|
|
16.55
|
|
|
3/11/2010
|
|
3/11/2020
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,775
|
|
|
3,550
|
|
|
18.26
|
|
|
3/11/2011
|
|
3/11/2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
3/13/2012
|
|
3/13/2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/13/2008
|
|
1,812
|
|
|
30,442
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
5,744
|
|
|
96,499
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
8,883
|
|
|
149,234
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
5,367
|
|
|
90,166
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/13/2012
|
|
10,017
|
|
|
168,286
|
|
|
|
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
—
|
|
|
—
|
|
|
13,162
|
|
(3)
|
221,122
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
—
|
|
|
—
|
|
|
49,848
|
|
(4)
|
837,446
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
—
|
|
|
—
|
|
|
44,739
|
|
(5)
|
751,615
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/7/2012
|
|
—
|
|
|
—
|
|
|
24,608
|
|
(6)
|
413,414
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name and Principal Position
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
|
|
Option Exercise Price ($)
|
|
Option Grant Date
|
|
Option Expiration Date
|
|
Award Grant Date
|
|
Number of Shares or Units That Have Not Vested (#) (2)
|
|
Market Value of Shares or Units That Have Not Vested ($)
|
|
Equity Incentive Plan Awards; Number of Unearned Shares or Units That Have Not Vested (#)
|
|
Equity Incentive Plan Awards; Market Value of Unearned Shares or Units That Have Not Vested ($)
|
|||||||
Jeremy Bridge-Cook
|
|
5,032
|
|
|
—
|
|
|
20.70
|
|
|
5/13/2008
|
|
5/13/2018
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
14,267
|
|
|
—
|
|
|
15.67
|
|
|
5/12/2009
|
|
5/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,478
|
|
|
3,739
|
|
|
16.55
|
|
|
3/11/2010
|
|
3/11/2020
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,775
|
|
|
3,550
|
|
|
18.26
|
|
|
3/11/2011
|
|
3/11/2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
3/13/2012
|
|
3/13/2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/13/2008
|
|
1,812
|
|
|
30,442
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
6,701
|
|
|
112,577
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
8,883
|
|
|
149,234
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
5,367
|
|
|
90,166
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/13/2012
|
|
10,017
|
|
|
168,286
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michael F.Pintek
|
|
11,000
|
|
|
7,334
|
|
|
18.48
|
|
|
7/1/2009
|
|
7/1/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,478
|
|
|
3,739
|
|
|
16.55
|
|
|
3/11/2010
|
|
3/11/2020
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,775
|
|
|
3,550
|
|
|
18.26
|
|
|
3/11/2011
|
|
3/11/2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10,310
|
|
|
22.71
|
|
|
3/13/2012
|
|
3/13/2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
7/1/2009
|
|
10,978
|
|
|
184,430
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
8,883
|
|
|
149,234
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
5,367
|
|
|
90,166
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/13/2012
|
|
10,017
|
|
|
168,286
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Russell W. Bradley
|
|
6,514
|
|
|
—
|
|
|
14.39
|
|
|
3/25/2007
|
|
3/25/2017
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,032
|
|
|
—
|
|
|
20.70
|
|
|
5/13/2008
|
|
5/13/2018
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,190
|
|
|
—
|
|
|
15.67
|
|
|
5/12/2009
|
|
5/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,341
|
|
|
2,671
|
|
|
16.55
|
|
|
3/11/2010
|
|
3/11/2020
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,057
|
|
|
8,115
|
|
|
18.26
|
|
|
3/11/2011
|
|
3/11/2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
11,046
|
|
|
22.71
|
|
|
3/13/2012
|
|
3/13/2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/13/2008
|
|
1,812
|
|
|
30,442
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5/12/2009
|
|
4,786
|
|
|
80,405
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2010
|
|
6,345
|
|
|
106,596
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/11/2011
|
|
12,268
|
|
|
206,102
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3/13/2012
|
|
10,733
|
|
|
180,314
|
|
|
—
|
|
|
—
|
|
(1)
|
All unvested options vest in equal 1/3
rd
increments on each anniversary of the grant date over the first three years of the option term.
|
(2)
|
The restrictions applicable to these awards lapse with respect to 1/5
th
of the total shares subject to the grant each year on each anniversary of the grant date, beginning on the first anniversary of the grant date.
|
(3)
|
Represents restricted stock units granted under the 2009 LTIP, subject to various performance related vesting criteria over a period of two years as follows: (i) one half of the grant is conditioned upon Luminex’s average common stock trading price for the last twenty consecutive trading days of 2011; and (ii) one half of the grant is conditioned upon the achievement of certain operating cash flow goals for the year ended December 31, 2011. Vesting of the grant (after giving effect to the aforementioned performance conditions) will occur 50% upon the date on which the determination is made as to the satisfaction of performance criteria and the remaining 50% of the RSUs earned on the determination date will vest on December 31, 2013. The determination as to the satisfaction of performance criteria under this grant was made effective February 8, 2012. The determination concluded that only the operating cash flow goal was achieved, resulting in a release to Mr. Balthrop and Mr. Currie of 70,198 shares and 26,324 shares of Luminex common stock, respectively, 50% of which were vested upon release, and 50% of which will vest on December 31, 2013, subject to Mr. Balthrop and Mr. Currie’s continued employment with the Company.
|
(4)
|
Represents restricted stock units granted under the 2010 LTIP, subject to various performance related vesting criteria over a period of two years as follows: (i) one half of the grant is conditioned upon Luminex's average common stock trading price for the last twenty consecutive trading dates of 2012; and (ii) one half of the grant is conditioned upon the achievement of certain operating cash flow goals for the year ended December 31, 2012. Vesting of the grant (after giving effect to the aforementioned performance conditions) will occur 50% upon the date on which the determination is made as to the satisfaction of performance criteria and the remaining 50% of the RSUs earned on the determination date will vest on December 31, 2014. The determination as to the satisfaction of performance criteria under this grant was made effective February 27, 2013. The determination concluded that only the operating cash flow goal was achieved, resulting in a release to Mr. Balthrop and Mr. Currie of 18,835 shares and 7,063 shares of Luminex common stock, respectively, 50% of which were vested upon release, and 50% of which will vest on December 31, 2014, subject to Mr. Balthrop and Mr. Currie’s continued employment with the Company.
|
(5)
|
Represents restricted stock units granted under the 2011 LTIP, subject to various performance related vesting criteria over a period of two years as follows: (i) one half of the grant is conditioned upon Luminex’s average common stock trading price for the last twenty consecutive trading days of 2013; and (ii) one half of the grant is conditioned upon the achievement of certain operating profit goals for the year ended December 31, 2013. Vesting of the grant (after giving effect to the aforementioned performance conditions) will occur 50% upon the date on which the determination is made as to the satisfaction of performance criteria and the remaining 50% of the RSUs earned on the determination date will vest on December 31, 2015.
|
(6)
|
Represents restricted stock units granted under the 2012 LTIP, subject to various performance related vesting criteria over a period of two years as follows: (i) one half of the grant is conditioned upon Luminex’s average common stock trading price for the last twenty consecutive trading days of 2014; and (ii) one half of the grant is conditioned upon the achievement of certain operating profit goals for the year ended December 31, 2014. Vesting of the grant (after giving effect to the aforementioned performance conditions) will occur 50% upon the date on which the determination is made as to the satisfaction of performance criteria and the remaining 50% of the RSUs earned on the determination date will vest on December 31, 2016.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares
Acquired
on Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number
of Shares
Acquired
on Vesting (#)
|
|
Value
Realized on
Vesting ($) (1)
|
||||
Patrick J. Balthrop, Sr.
|
|
50,000
|
|
|
698,206
|
|
|
93,021
|
|
|
1,958,245
|
|
Harriss T. Currie
|
|
95,000
|
|
|
1,344,734
|
|
|
27,191
|
|
|
605,446
|
|
Jeremy Bridge-Cook
|
|
—
|
|
|
—
|
|
|
16,380
|
|
|
371,560
|
|
Michael F. Pintek
|
|
—
|
|
|
—
|
|
|
11,707
|
|
|
273,748
|
|
Russell W. Bradley
|
|
—
|
|
|
—
|
|
|
11,341
|
|
|
259,554
|
|
(1)
|
The value realized upon the vesting of restricted shares shown in the table is calculated based upon the closing price of our common stock on the NASDAQ Stock Market on the vesting date.
|
Patrick J. Balthrop, Sr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executive Benefits and
Payments Upon Separation
|
|
Voluntary
Termination or
Retirement ($)
|
|
Retirement ($)
|
|
Involuntary
Termination
Without Cause
or Termination
for Good
Reason ($)
|
|
For Cause
Termination ($)
|
|
Termination
in Connection
with a Change
in Control ($)
|
|
Change in
Control ($)
|
|
Disability ($)
|
|
Death ($)
|
||||||||
Cash Severance (1)
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
—
|
|
|
700,000
|
|
|
—
|
|
|
700,000
|
|
|
700,000
|
|
Non-equity Incentive Compensation (Bonus) (1)
|
|
—
|
|
|
—
|
|
|
1,260,484
|
|
|
—
|
|
|
1,260,484
|
|
|
—
|
|
|
1,260,484
|
|
|
1,260,484
|
|
Accelerated Vesting of Options (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,137
|
|
|
2,137
|
|
|
2,137
|
|
|
2,137
|
|
Accelerated Vesting of Restricted Stock (2)
|
|
—
|
|
|
—
|
|
|
906,091
|
|
|
—
|
|
|
4,278,535
|
|
|
4,278,535
|
|
|
2,391,077
|
|
|
2,391,077
|
|
Continuation of Insurance Benefits (3)
|
|
—
|
|
|
—
|
|
|
12,570
|
|
|
—
|
|
|
12,570
|
|
|
—
|
|
|
12,570
|
|
|
12,570
|
|
Excise Tax Gross-Up
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
2,879,145
|
|
|
—
|
|
|
6,253,726
|
|
|
4,280,672
|
|
|
4,366,268
|
|
|
4,366,268
|
|
(1)
|
The cash severance entitlement is described under “Compensation Discussion and Analysis—Change in Control; Termination Benefits.”
|
(2)
|
Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated), with respect to stock options and restricted stock (other than restricted stock units granted under the LTIP), or the death or disability of the executive with respect to stock options and restricted stock (including restricted stock units granted under the LTIP). With respect to the unvested restricted stock units granted under the LTIP, if a change of control occurs prior to the end of the performance period, performance criteria (as adjusted appropriately and proportionately for such shorter period) will be measured as of the effective date of the change of control, with the number of restricted stock units reduced, depending upon the year in which the change of control occurs. For purposes of the above table, the number of restricted stock units granted to Mr. Balthrop under the LTIP commencing in 2011 has been reduced by a factor of 0.3333 and under the LTIP commencing in 2012 has been reduced by a factor of 0.6667, in each case assuming a change of control occurred on December 31, 2012. The above table treats the shares issued under the LTIP commencing in 2010 as vested effective February 27, 2013. The above table assumes that Mr. Balthrop would be deemed to have achieved all adjusted performance criteria under the LTIP as of the effective date of the change of control.
With respect to the unvested restricted stock units granted under the LTIP, if an involuntary termination without cause or termination for good reason occurs after the end of the performance period, vesting of the shares earned but not released is accelerated taking to account the achievement of performance criteria. Accelerated vesting of stock option amounts a
re calculated as the difference between the closing market price of our common stock on December 31, 2012 ($16.80 per share as reported on the NASDAQ Stock Market) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2012 is also used to calculate accelerated vesting of restricted stock and restricted stock unit amounts.
|
(3)
|
Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2012 and the premiums in effect on such date.
|
Harriss T. Currie
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executive Benefits and
Payments Upon Separation
|
|
Voluntary
Termination or
Retirement ($)
|
|
Retirement ($)
|
|
Involuntary
Termination
Without Cause
or Termination
for Good
Reason ($)
|
|
For Cause
Termination ($)
|
|
Termination
in Connection
with a Change
in Control ($)
|
|
Change in
Control ($)
|
|
Disability ($)
|
|
Death ($)
|
||||||||
Cash Severance (1)
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|
350,000
|
|
Non-equity Incentive Compensation (Bonus) (1)
|
|
—
|
|
|
—
|
|
|
238,385
|
|
|
—
|
|
|
238,385
|
|
|
—
|
|
|
238,385
|
|
|
238,385
|
|
Accelerated Vesting of Options (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
935
|
|
|
935
|
|
|
935
|
|
Accelerated Vesting of Restricted Stock (2)
|
|
—
|
|
|
—
|
|
|
339,780
|
|
|
—
|
|
|
1,513,299
|
|
|
1,513,299
|
|
|
874,406
|
|
|
874,406
|
|
Continuation of Insurance Benefits (3)
|
|
—
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
17,807
|
|
Excise Tax Gross-Up
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
945,972
|
|
|
—
|
|
|
2,120,426
|
|
|
1,514,234
|
|
|
1,481,533
|
|
|
1,481,533
|
|
(1)
|
The cash severance entitlement is described under “Compensation Discussion and Analysis—Change in Control; Termination Benefits.”
|
(2)
|
Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated), with respect to stock options and restricted stock (other than restricted stock units granted under the LTIP), or the death or disability of the executive with respect to stock options and restricted stock (including restricted stock units granted under the LTIP). With respect to the unvested restricted stock units granted under the LTIP, if a change of control occurs prior to the end of the performance period, performance criteria (as adjusted appropriately and proportionately for such shorter period) will be measured as of the effective date of the change of control, with the number of restricted stock units reduced, depending upon the year in which the change of control occurs. For purposes of the above table, the number of restricted stock units granted to Mr. Currie under the LTIP commencing in 2011 has been reduced by a factor of 0.3333 and under the LTIP commencing in 2012 has been reduced by a factor of 0.6667, in each case assuming a change of control occurred on December 31, 2012. The above table treats the shares issued under the LTIP commencing in 2010 as vested effective February 27, 2013. The above table assumes that Mr. Currie would be deemed to have achieved all adjusted performance criteria under the LTIP as of the effective date of the change of control.
With respect to the unvested restricted stock units granted under the LTIP, if an involuntary termination without cause or termination for good reason occurs after the end of the performance period, vesting of the shares earned but not released is accelerated taking to account the achievement of performance criteria. Accelerated vesting of stock option amounts a
re calculated as the difference between the closing market price of our common stock on December 31, 2012 ($16.80 per share as reported on the NASDAQ stock market) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2012 is also used to calculate accelerated vesting of restricted stock and restricted stock unit amounts.
|
(3)
|
Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2012 and the premiums in effect on such date.
|
Jeremy Bridge-Cook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executive Benefits and
Payments Upon Separation (1)
|
|
Voluntary
Termination or
Retirement ($)
|
|
Retirement ($)
|
|
Involuntary
Termination
Without Cause
or Termination
for Good
Reason ($)
|
|
For Cause
Termination ($)
|
|
Termination
in Connection
with a Change
in Control ($)
|
|
Change in
Control ($)
|
|
Disability ($)
|
|
Death ($)
|
||||||||
Cash Severance (2)
|
|
—
|
|
|
—
|
|
|
542,864
|
|
|
—
|
|
|
542,701
|
|
|
—
|
|
|
542,701
|
|
|
542,701
|
|
Non-equity Incentive Compensation (Bonus) (2)
|
|
—
|
|
|
—
|
|
|
254,483
|
|
|
—
|
|
|
254,483
|
|
|
—
|
|
|
254,483
|
|
|
254,483
|
|
Accelerated Vesting of Options (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
935
|
|
|
935
|
|
|
935
|
|
Accelerated Vesting of Restricted Stock (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550,655
|
|
|
550,655
|
|
|
550,655
|
|
|
550,655
|
|
Continuation of Insurance Benefits (4)
|
|
—
|
|
|
—
|
|
|
9,421
|
|
|
—
|
|
|
9,421
|
|
|
—
|
|
|
9,421
|
|
|
9,421
|
|
Total
|
|
—
|
|
|
—
|
|
|
806,768
|
|
|
—
|
|
|
1,358,195
|
|
|
551,590
|
|
|
1,358,195
|
|
|
1,358,195
|
|
(1)
|
The amounts listed in this table, which would have been paid in Canadian dollars, have been translated to United States dollars using the currency exchange rate on December 31, 2012.
|
(2)
|
The cash severance entitlement is described under “Compensation Discussion and Analysis—Change in Control; Termination Benefits.”
|
(3)
|
Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2012 ($16.80 per share as reported on the NASDAQ Stock Market) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2012 is also used to calculate accelerated vesting of restricted stock amounts.
|
(4)
|
Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2012 and the premiums in effect on such date.
|
Michael F. Pintek
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executive Benefits and
Payments Upon Separation
|
|
Voluntary
Termination or
Retirement ($)
|
|
Retirement ($)
|
|
Involuntary
Termination
Without Cause
or Termination
for Good
Reason ($)
|
|
For Cause
Termination ($)
|
|
Termination
in Connection
with a Change
in Control ($)
|
|
Change in
Control ($)
|
|
Disability ($)
|
|
Death ($)
|
||||||||
Cash Severance (1)
|
|
—
|
|
|
—
|
|
|
335,000
|
|
|
—
|
|
|
335,000
|
|
|
—
|
|
|
335,000
|
|
|
335,000
|
|
Non-equity Incentive Compensation (Bonus) (1)
|
|
—
|
|
|
—
|
|
|
241,533
|
|
|
—
|
|
|
241,533
|
|
|
—
|
|
|
241,533
|
|
|
241,533
|
|
Accelerated Vesting of Options (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
935
|
|
|
935
|
|
|
935
|
|
Accelerated Vesting of Restricted Stock (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
592,116
|
|
|
592,116
|
|
|
592,116
|
|
|
592,116
|
|
Continuation of Insurance Benefits (3)
|
|
—
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
17,807
|
|
Total
|
|
—
|
|
|
—
|
|
|
594,340
|
|
|
—
|
|
|
1,187,391
|
|
|
593,051
|
|
|
1,187,391
|
|
|
1,187,391
|
|
(1)
|
The cash severance entitlement is described under “Compensation Discussion and Analysis—Change in Control; Termination Benefits.”
|
(2)
|
Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2012 ($16.80 per share as reported on the NASDAQ Stock Market) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2012 is also used to calculate accelerated vesting of restricted stock amounts.
|
(3)
|
Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2012 and the premiums in effect on such date.
|
Russell W. Bradley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executive Benefits and
Payments Upon Separation
|
|
Voluntary
Termination or
Retirement ($)
|
|
Retirement ($)
|
|
Involuntary
Termination
Without Cause
or Termination
for Good
Reason ($)
|
|
For Cause
Termination ($)
|
|
Termination
in Connection
with a Change
in Control ($)
|
|
Change in
Control ($)
|
|
Disability ($)
|
|
Death ($)
|
||||||||
Cash Severance (1)
|
|
—
|
|
|
—
|
|
|
304,350
|
|
|
—
|
|
|
304,350
|
|
|
—
|
|
|
304,350
|
|
|
304,350
|
|
Non-equity Incentive Compensation (Bonus) (1)
|
|
—
|
|
|
—
|
|
|
210,969
|
|
|
—
|
|
|
210,969
|
|
|
—
|
|
|
210,969
|
|
|
210,969
|
|
Accelerated Vesting of Options (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
668
|
|
|
668
|
|
|
668
|
|
|
668
|
|
Accelerated Vesting of Restricted Stock (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603,805
|
|
|
603,805
|
|
|
603,805
|
|
|
603,805
|
|
Continuation of Insurance Benefits (3)
|
|
—
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
—
|
|
|
17,807
|
|
|
17,807
|
|
Total
|
|
—
|
|
|
—
|
|
|
533,126
|
|
|
—
|
|
|
1,137,599
|
|
|
604,473
|
|
|
1,137,599
|
|
|
1,137,599
|
|
(1)
|
The cash severance entitlement is described under “Compensation Discussion and Analysis—Change in Control; Termination Benefits.”
|
(2)
|
Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2012 ($16.80 per share as reported on the NASDAQ Stock Market) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2012 is also used to calculate accelerated vesting of restricted stock amounts.
|
(3)
|
Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2012 and the premiums in effect on such date.
|
Name
|
|
Fees
Earned
or
Paid in
Cash ($)
|
|
Stock
Awards ($) (1)
|
|
Option
Awards ($) (2)
|
|
All Other
Compensation ($)
|
|
Total ($)
|
|||||
G. Walter Loewenbaum II
|
|
32,440
|
|
|
300,343
|
|
|
—
|
|
|
—
|
|
|
332,783
|
|
Robert J. Cresci
|
|
66,760
|
|
|
86,615
|
|
|
—
|
|
|
—
|
|
|
153,375
|
|
Thomas W. Erickson
|
|
8,000
|
|
|
144,365
|
|
|
—
|
|
|
—
|
|
|
152,365
|
|
Fred C. Goad, Jr.
|
|
10,000
|
|
|
114,374
|
|
|
—
|
|
|
—
|
|
|
124,374
|
|
Jay B. Johnston
|
|
10,000
|
|
|
144,365
|
|
|
—
|
|
|
—
|
|
|
154,365
|
|
Jim D. Kever
|
|
29,440
|
|
|
114,374
|
|
|
—
|
|
|
—
|
|
|
143,814
|
|
Kevin M. McNamara
|
|
54,320
|
|
|
98,611
|
|
|
—
|
|
|
—
|
|
|
152,931
|
|
Edward A. Ogunro
|
|
61,178
|
|
|
86,615
|
|
|
—
|
|
|
—
|
|
|
147,793
|
|
(1)
|
The amounts shown in this column represent aggregate grant date fair value of awards calculated in accordance with ASC 718.
All grants of restricted shares were made under the Company’s Second Amended and Restated 2006 Equity Incentive Plan and are subject to individual award agreements, the forms of which were previously filed with the SEC. As of December 31, 2012, the aggregate number of unvested restricted shares outstanding for each of the Company’s non-employee directors was as follows: Loewenbaum - 13,319, Cresci - 3,841, Erickson - 6,402, Goad - 5,072, Johnston - 6,402, Kever - 5,072 McNamara - 4,373, Ogunro - 3,841.
|
(2)
|
All prior option awards vested before 2012. As of December 31, 2012, the aggregate number of shares subject to option awards outstanding for each of the Company’s non-employee directors was as follows: Loewenbaum - 18,000, Cresci - 15,000, Erickson - 222,500, Goad - 0, Johnston - 15,000, Kever - 15,000, McNamara - 5,000, Ogunro - 0.
|
|
Annual Retainer
|
||
Annual Cash Retainer for Board and Committee Meetings
|
$
|
45,760
|
|
|
|
||
Additional Annual Retainers
|
|
|
|
Chairman of the Board of Directors
|
$
|
72,000
|
|
Executive Committee Chair
|
$
|
12,000
|
|
Compensation Committee Chair
|
$
|
12,000
|
|
Audit Committee Chair
|
$
|
20,000
|
|
Nominating and Corporate Governance Committee Chair
|
$
|
12,000
|
|
|
Fair Market Value of Restricted Stock Award on Date of Grant
|
||
Each Continuing Board Member
|
$
|
68,640
|
|
|
|
||
Additional Grants
|
|
|
|
Chairman of the Board of Directors
|
$
|
114,000
|
|
Executive Committee Chair
|
$
|
18,000
|
|
Compensation Committee Chair
|
$
|
18,000
|
|
Audit Committee Chair
|
$
|
30,000
|
|
Nominating and Corporate Governance Committee Chair
|
$
|
18,000
|
|
|
|
Common Stock Beneficially Owned
|
|||
Beneficial Owner
|
|
Number of Shares Owned (1)
|
|
Total as a Percentage of Shares Outstanding
|
|
Directors and Named Executive Officers
(2)
|
|
|
|
|
|
G. Walter Loewenbaum II (3)
|
|
1,098,712
|
|
|
2.6%
|
Robert J. Cresci (4)
|
|
240,891
|
|
|
*
|
Thomas W. Erickson
|
|
204,948
|
|
|
*
|
Fred C. Goad, Jr.
|
|
322,678
|
|
|
*
|
Jay Johnston
|
|
112,674
|
|
|
*
|
Jim D. Kever
|
|
185,844
|
|
|
*
|
Kevin M. McNamara
|
|
59,817
|
|
|
*
|
Edward A. Ogunro
|
|
16,766
|
|
|
*
|
Patrick J. Balthrop, Sr. (5)
|
|
1,104,964
|
|
|
2.6%
|
Harriss T. Currie
|
|
313,923
|
|
|
*
|
Michael F. Pintek
|
|
86,595
|
|
|
*
|
Jeremy Bridge-Cook
|
|
104,279
|
|
|
*
|
Russell W. Bradley
|
|
138,473
|
|
|
*
|
All directors and executive officers as a group (15 persons)
|
|
3,990,564
|
|
|
9.4%
|
|
|
|
|
|
|
Other 5% Stockholders
|
|
|
|
|
|
St. Denis J. Villere & Company, LLC (6)
601 Poydras St. Suite 1808
New Orleans, LA 70130
|
|
4,614,503
|
|
|
10.96%
|
PRIMECAP Management Company (7)
225 South Lake Ave., #400
Pasadena, California 91101
|
|
2,543,292
|
|
|
6.04%
|
BlackRock, Inc. (8)
40 East 52
nd
Street
New York, New York 10022
|
|
3,330,476
|
|
|
7.91%
|
The Vanguard Group (9)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
2,251,872
|
|
|
5.35%
|
(1)
|
Includes shares attributable to shares of common stock not outstanding but subject to currently exercisable options (as well as those options which will become exercisable within 60 days of March 18, 2013) as follows: Mr. Loewenbaum - 18,000 shares; Mr. Cresci - 5,000 shares; Mr. Erickson - 137,500 shares; Mr. Goad - 0 shares; Mr. Johnston - 15,000 shares; Mr. Kever - 5,000 shares; Mr. McNamara - 5,000 shares; Dr. Ogunro - 0 shares; Mr. Balthrop - 574,790 shares; Mr. Currie - 145,886 shares; Mr. Pintek - 29,203 shares; Dr. Bridge-Cook - 37,502 shares; Mr. Bradley - 41,544 shares; and all directors and executive officers as a group - 1,087,174 shares.
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(2)
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The applicable address for all directors and named executive officers is c/o Luminex Corporation, 12212 Technology Boulevard, Austin, Texas 78727.
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(3)
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Does not include 860,491 shares held by Mr. Loewenbaum's wife, Lillian Loewenbaum; 17,153 shares held by a trust for the benefit of Lillian Loewenbaum of which Lillian Loewenbaum is the trustee; 64,682 shares held by trusts for Mr. Loewenbaum's descendants for which Mr. Loewenbaum is the trustee; 64,682 shares held by trusts for Mr. Loewenbaum's descendants for which Lillian Loewenbaum is the trustee; and, 367,972 shares held by a trust for the benefit of Mr. Loewenbaum's descendants which has an independent trustee and over which Mr. Loewenbaum neither has nor shares investment or voting power.
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(4)
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Mr. Cresci has granted a security interest in 160,000 shares directly owned by him as collateral for a loan. The number of shares directly owned by Mr. Cresci, excluding the number of shares subject to a security interest, exceeds the number of shares required to be owned by Mr. Cresci pursuant to the Company's stock ownership guidelines.
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(5)
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Mr. Balthrop has pledged 68,300 shares directly owned by him as collateral for a loan. The number of shares directly owned by Mr. Balthrop, excluding the number of shares pledged, exceeds the number of shares required to be owned by Mr. Balthrop pursuant to the Company's stock ownership guidelines.
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(6)
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This information is as of December 31, 2012, and is based solely on a Schedule 13G/A filed by St. Denis J. Villere & Company on January 8, 2013. St. Denis J. Villere & Company is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and reports sole voting and dispositive power as to 929,723 shares and shared voting and dispositive power as to 3,684,780 shares.
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(7)
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This information is as of December 31, 2012, and is based solely on a Schedule 13G/A filed by PRIMECAP Management Company on February 14, 2013. PRIMECAP Management Company is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and reports sole voting power as to 1,923,132 shares and sole dispositive power as to 2,543,292 shares.
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(8)
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This information is as of December 31, 2012, and is based solely on a Schedule 13G/A filed by BlackRock, Inc. on February 1, 2013. BlackRock, Inc. is a holding company as defined in Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934, as amended, and reports sole voting power as to 3,330,476 shares and sole dispositive power as to 3,330,476 shares.
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(9)
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This information is as of December 31, 2012, and is based solely on a Schedule 13G filed by The Vanguard Group on February 13, 2013. The Vanguard Group is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934, as amended, and reports sole voting power as to 60,172 shares, sole dispositive power as to 2,193,900 shares and shared dispositive power as to 57,972 shares.
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•
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the aggregate amount involved exceeded, or will or may be expected to exceed, $120,000 in any calendar year;
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the Company was, is or will be a participant; and
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any Related Party had, has or will have a direct or indirect interest.
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person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director;
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greater than 5% beneficial owner of the Company's common stock;
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immediate family member of any of the foregoing; or
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firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner, managing member or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
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