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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Patrick Industries Inc | NASDAQ:PATK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
6.28 | 6.03% | 110.34 | 101.50 | 127.64 | 111.655 | 102.415 | 109.10 | 347,188 | 22:30:00 |
3)
|
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):
|
1)
|
Amount Previously Paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
1.
|
To elect eight directors to the Board of Directors to serve until the 2019 Annual Meeting of Shareholders;
|
2.
|
To ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for fiscal year 2018;
|
3.
|
To approve an amendment to the Company's Restated Articles of Incorporation to provide shareholders the right to amend the Company's Bylaws; and
|
4.
|
To consider and transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
By Order of the Board of Directors
,
|
/s/ Joshua A. Boone
|
Joshua A. Boone
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors unanimously recommends a vote FOR the nominated directors.
|
1.
|
The non-employee directors' annual retainer was $56,000 as of January 1, 2017 with an increase to $60,000 effective July 1, 2017.
|
2.
|
Committee chairpersons and the Chairman continue to receive an additional $4,000 annual retainer. In addition, effective July 1, 2017, the chairperson of the Audit Committee receives an additional annual retainer of $2,000.
|
3.
|
Non-employee directors receive an annual restricted stock grant with a targeted value of $90,000 in May of each year (beginning with the May 2017 grant), which vests upon such director’s continued service as a Board member for one year or earlier upon certain events. This compares to an annual restricted stock grant with a targeted value of $75,000 received in the May 2016 grant.
|
Name
|
|
Fees
Earned or
Paid in
Cash
|
|
|
Stock Awards
(1)
|
|
|
Payments under the Company’s Executive Retirement Plan and Deferred Compensation Plan
(2)
|
|
|
Total
|
|
||||
Joseph M. Cerulli
|
|
$
|
58,000
|
|
|
$
|
90,046
|
|
|
$
|
—
|
|
|
$
|
148,046
|
|
John A. Forbes
|
|
62,000
|
|
|
90,046
|
|
|
—
|
|
|
152,046
|
|
||||
Paul E. Hassler
|
|
62,000
|
|
|
90,046
|
|
|
125,996
|
|
|
278,042
|
|
||||
Michael A. Kitson
|
|
63,000
|
|
|
90,046
|
|
|
—
|
|
|
153,046
|
|
||||
M. Scott Welch
|
|
58,000
|
|
|
90,046
|
|
|
—
|
|
|
148,046
|
|
||||
Walter E. Wells
|
|
62,000
|
|
|
90,046
|
|
|
—
|
|
|
152,046
|
|
(1)
|
Amounts shown do not represent compensation actually received. Such amounts reflect the aggregate grant date fair value of 2,004 shares of restricted stock granted to each non-employee director, at a closing stock price of $44.93 on May 17, 2017.
|
(2)
|
Represents payments under the Company’s Executive Retirement Plan and Deferred Compensation Plan based on prior employment with the Company.
|
The Board of Directors unanimously recommends a vote FOR approval of the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
|
|
|
2017
|
|
|
2016
|
|
||
Audit Fees
(1)
|
|
$
|
948,600
|
|
|
$
|
679,500
|
|
Audit-Related Fees
(2)
|
|
62,700
|
|
|
14,000
|
|
||
Tax Fees
(3)
|
|
—
|
|
|
19,700
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
1,011,300
|
|
|
$
|
713,200
|
|
(1)
|
Audit fees consist of fees for professional services rendered for the annual audit of the Company’s financial statements, including in
2017
and 2016, the audit of the Company’s internal control over financial reporting, the reviews of the interim financial statements included in the Company’s quarterly reports, and other services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements, such as the reviews of various SEC filings. In addition, the 2017 audit fees include services rendered related to both the Company's public offering of its common stock in March 2017 and the Company's private placement of convertible senior notes in January 2018.
|
(2)
|
Audit-related fees include fees related to due diligence services related to acquisitions and the audit of the Company’s employee benefit plan.
|
(3)
|
Tax fees in 2016 consist of the review by Crowe Horwath LLP of the 2015 Federal and State tax returns and assistance with inquiries, primarily from state and local tax authorities. There were no tax fees in 2017 as Crowe Horwath LLP did not review the 2016 Federal and State tax returns.
|
The Board of Directors unanimously recommends a vote FOR this proposal.
|
Name and Address of Beneficial Owner
|
|
Aggregate Number
of Shares of
Common Stock
Beneficially Owned
|
|
|
|
|
Percent of
Class
|
|
Five Percent Shareholders:
|
|
|
|
|
|
|
|
|
Blackrock, Inc.
55 East 52nd St.
New York, NY 10055
|
|
2,975,758
|
|
|
(1)
|
|
11.8
|
%
|
RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street Suite 2350
Minneapolis, MN 55402
|
|
2,166,886
|
|
|
(2)
|
|
8.6
|
%
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355
|
|
1,296,946
|
|
|
(3)
|
|
5.1
|
%
|
|
|
|
|
|
|
|
||
Directors:
|
|
|
|
|
|
|
|
|
M. Scott Welch
(4)
|
|
66,747
|
|
|
|
|
*
|
|
Walter E. Wells
|
|
66,360
|
|
|
|
|
*
|
|
Paul E. Hassler
|
|
49,186
|
|
|
|
|
*
|
|
Joseph M. Cerulli
|
|
37,600
|
|
|
|
|
*
|
|
John A. Forbes
|
|
27,851
|
|
|
|
|
*
|
|
Michael A. Kitson
|
|
16,941
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
||
Named Executive Officers:
|
|
|
|
|
|
|
|
|
Todd M. Cleveland
(5)
|
|
768,459
|
|
|
|
|
3.0
|
%
|
Andy L. Nemeth
(6)
|
|
168,359
|
|
|
|
|
*
|
|
Jeffrey M. Rodino
(7)
|
|
124,636
|
|
|
|
|
*
|
|
Kip B. Ellis
(8)
|
|
34,710
|
|
|
|
|
*
|
|
Joshua A. Boone
(9)
|
|
22,593
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
||
All Directors and Executive Officers as a group (12 persons)
(10)
|
|
1,428,498
|
|
|
|
|
5.6
|
%
|
(1)
|
Information based on the Schedule 13G filed by Blackrock, Inc. on January 23, 2018.
|
(2)
|
Information based on the Schedule 13G filed by RBC Global Asset Management (U.S.) Inc. on February 12, 2018.
|
(3)
|
Information based on the Schedule 13G filed by The Vanguard Group on February 9, 2018.
|
(4)
|
Includes 2,885 shares held in entities controlled by Mr. Welch's children and in which Mr. Welch has an equity interest.
|
(5)
|
Includes 127,212 stock options and 32,528 net stock appreciation rights which are exercisable within 60 days of the record date and 22,500 shares owned indirectly for the benefit of Mr. Cleveland's children.
|
(6)
|
Includes 33,278 stock options and 2,069 net stock appreciation rights which are exercisable within 60 days of the record date.
|
(7)
|
Includes 14,912 stock options and 852 net stock appreciation rights which are exercisable within 60 days of the
|
(8)
|
Includes 6,056 stock options and 304 net stock appreciation rights which are exercisable within 60 days of the record date.
|
(9)
|
Includes 3,979 stock options and 85 net stock appreciation rights which are exercisable within 60 days of the record date.
|
(10)
|
Includes a total of 190,251 options and 36,115 net stock appreciation rights which are exercisable within 60 days of the record date.
|
•
|
Breadth of knowledge about issues affecting the Company and the industries/markets in which it operates;
|
•
|
Significant experience in leadership positions or at senior policy-making levels and an established reputation in the business community;
|
•
|
Expertise in key areas of corporate management and in strategic planning;
|
•
|
Financial literacy and financial and accounting expertise; and
|
•
|
Independence and a willingness to devote sufficient time to carry out his or her duties and responsibilities effectively and assume broad fiduciary responsibility.
|
(a)
|
consider only candidates who are highly qualified based on their experience, functional expertise, and personal skills and qualities;
|
(b)
|
consider diversity criteria including gender, age, ethnicity and geographic background; and
|
(c)
|
in addition to its own search, engage qualified independent external advisors, if it deems necessary, to conduct a search for candidates that meet the Board’s skills and diversity criteria to help achieve its diversity aspirations.
|
Name
|
Audit Committee
|
Compensation Committee
|
Corporate Governance and Nominations Committee
|
Joseph M. Cerulli
|
|
|
X
|
John A. Forbes
|
X
|
X
|
Chair
|
Michael A. Kitson
|
Chair
|
X
|
X
|
M. Scott Welch
|
X
|
X
|
X
|
Walter E. Wells
|
X
|
Chair
|
X
|
•
|
Oversight responsibilities related to potential material risks to the business including, but not limited to, credit, liquidity and operational risks;
|
•
|
Recommending to the Board the independent auditors to be employed for the purpose of conducting the annual audit of our financial statements;
|
•
|
Discussing with the independent auditors the scope of their examination;
|
•
|
Reviewing our financial statements and the independent auditors’ report thereon with our personnel and the independent auditors;
|
•
|
Inviting the recommendations of the independent auditors regarding internal controls and other matters; and
|
•
|
Approving all non-audit services provided by the independent auditors and reviewing these engagements on a per occurrence basis.
|
•
|
Reviewing and recommending to the independent members of the Board the overall compensation programs for the officers of the Company;
|
•
|
Oversight authority to attract, develop, promote and retain qualified senior executive management; and
|
•
|
Oversight authority for the stock-based compensation programs.
|
•
|
Assist the Board in identifying, screening, and recommending qualified candidates to serve as directors;
|
•
|
Recommend nominees to the Board to fill new positions or vacancies as they occur;
|
•
|
Review and recommend to the Board the compensation of directors;
|
•
|
Recommend to the Board nominees for election by shareholders at the annual meeting; and
|
•
|
Review and monitor corporate governance compliance as well as recommend appropriate changes.
|
Named Executive Officers included in the 2017 CD&A
|
|
•
|
Todd M. Cleveland - Chief Executive Officer (CEO)
|
•
|
Andy L. Nemeth - President
|
•
|
Jeffrey M. Rodino - Chief Sales Officer (CSO) and Executive Vice-President of Sales
|
•
|
Kip B. Ellis - Chief Operating Officer (COO) and Executive Vice-President of Operations
|
•
|
Joshua A. Boone - Chief Financial Officer (CFO), Vice-President of Finance, and Secretary-Treasurer
|
•
|
Increases to CEO Base, STI and LTI compensation in alignment with revenue scope increase of the Company and to achieve competitive position with the market in total target direct compensation.
|
•
|
Increases to other NEOs Base, STI and LTI compensation in alignment with revenue scope increase of the Company and to achieve competitive position with the market for total target direct compensation.
|
•
|
No change to Short-Term Incentive Plan architecture.
|
•
|
No change to Long-Term Incentive Plan architecture.
|
•
|
Implemented Long-Term Incentive performance and retention grant plan for the CEO and other NEOs in conjunction with new five-year strategic plan commencing in fiscal 2016.
|
•
|
Market Peer Group reviewed and updated as approved by the Board.
|
•
|
No other changes year-over-year to the Executive Compensation Plan.
|
COMPENSATION COMMITTEE |
● Reviews and approves, with input from our management team and external advisors, the Company's executive compensation and benefits programs, including the NEOs.
|
● Provides annual and ongoing review, discussion, analysis and recommendations regarding the evaluation of the execution of the performance plan for the NEOs against defined business objectives.
|
|
INDEPENDENT COMMITTEE CONSULTANT
|
● Provides published survey data, peer group proxy data and analysis and consultation to the Compensation Committee on executive and non-employee director compensation.
|
● Establishes and maintains an independent perspective to avoid any conflicts of interests while working directly for the Compensation Committee unless the Committee has pre-approved any work to be conducted with management for review by the Committee and approval by the Board.
|
|
CHIEF EXECUTIVE OFFICER and CHIEF HUMAN RESOURCES OFFICER
|
● When requested by the Compensation Committee, provides executive compensation and benefit plan input related to the performance management structure and provides support on compensation and benefit program design and implementation, and compliance and disclosure requirements.
|
● The CEO evaluates the performance plans of the President, CSO, COO and CFO and other executives in accordance with the Board approved plan.
|
•
|
NEOs’ roles, position scope, experience, skill set, and performance history;
|
•
|
The external market for comparable roles;
|
•
|
The current and expected business climate; and
|
•
|
The Company’s financial position and operating results.
|
Name
|
2016 Base
Salary - 2/29/16 |
2017 Base
Salary - 1/23/17 |
% Increase - 1/23/17
|
|||||
Todd M. Cleveland
|
$
|
550,000
|
|
$
|
600,000
|
|
9.1
|
%
|
Andy L. Nemeth
|
425,000
|
|
450,000
|
|
5.9
|
%
|
||
Jeffrey M. Rodino
|
350,000
|
|
375,000
|
|
7.1
|
%
|
||
Kip B. Ellis
|
200,000
|
|
325,000
|
|
62.5
|
%
|
||
Joshua A. Boone
|
245,000
|
|
275,000
|
|
12.2
|
%
|
•
|
Company performance
(70% weighting), which is measured by the Company’s Net Income performance (net of contributions of 2017 acquisitions);
|
•
|
Individual performance
(30% weighting), which is measured by actions and initiatives related to four strategic objectives linked to the Company’s organizational strategic agenda for the plan year.
|
2017 STI Award Component
|
Threshold Performance
|
Target
Performance |
Maximum Performance
|
Company Performance (Net Income)
(1)
|
$48.540MM
|
$64.720MM
|
$77.664MM
|
Individual Rating
|
2.5
|
3.5
|
5.0
|
Payout as a Percentage of Target Award
|
50%
|
100%
|
200%
|
Name
|
2017 Base Salary ($)
|
Target Award as a % of Base Salary (1) |
Target STI Award ($)
|
Actual Award Amount as a % of Target Award
|
Actual 2017 STI Award Payout ($)
|
||||||
Todd M. Cleveland
|
$
|
600,000
|
|
200.0%
|
$
|
1,200,000
|
|
159.4%
|
$
|
1,912,800
|
|
Andy L. Nemeth
|
450,000
|
|
166.7%
|
750,000
|
|
161.9%
|
1,214,250
|
|
|||
Jeffrey M. Rodino
|
375,000
|
|
160.0%
|
600,000
|
|
154.4%
|
926,400
|
|
|||
Kip B. Ellis
|
325,000
|
|
107.7%
|
350,000
|
|
156.9%
|
549,150
|
|
|||
Joshua A. Boone
|
275,000
|
|
103.6%
|
285,000
|
|
156.9%
|
447,165
|
|
(1)
|
The target award as a percentage of base salary for the NEOs was determined by the Compensation Committee and applied to the base salary in effect as of January 23, 2017. An increased target award as a percentage of base salary was established for each NEO in 2017 in alignment with the Company’s “pay-for-differentiated-performance” philosophy, market competitive positions for earned payout and further enhancement of the pay-at-risk for each NEO.
|
Name
|
2017 Discretionary Bonus Award ($)
|
||
Todd M. Cleveland
|
$
|
150,000
|
|
Andy L. Nemeth
|
75,000
|
|
|
Jeffrey M. Rodino
|
50,000
|
|
|
Kip B. Ellis
|
50,000
|
|
|
Joshua A. Boone
|
50,000
|
|
Base Salary ($)
|
Target Award as a % of Base Salary
|
Target Award ($) (964 Restricted Shares @ $46.67 per share)
|
Restricted Shares Target Award -
Performance-Contingent (80%) (Shares @ $46.67 per share) |
Restricted Shares Target Award - Time-Based (20%) (Shares @ $46.67 per share) |
$150,000
|
30%
|
$45,000
|
771
|
193
|
•
|
Time-Based Shares
- 20% of the shares comprising the restricted share award are Time-Based Shares with a three-year cliff vesting period.
|
•
|
Performance-Contingent Shares
- 80% of the shares comprising the restricted share award are Performance-Contingent Shares; award vesting is contingent upon achieving the Company’s cumulative EBITDA performance versus target EBITDA over a three-year measurement period.
|
Plan Component
|
Threshold EBITDA Performance
(1)
(2.0 Rating) Payout as % of target |
Target EBITDA Performance
(1)
(3.0 Rating) Payout as % of target |
Maximum EBITDA Performance
(1)
(5.0 Rating) Payout as % of target |
Time-Based Shares
|
100%
|
100%
|
100%
|
Performance-Contingent Shares
|
50%
|
100%
|
150%
|
Name
|
Total Target Award
as a % of Base Salary |
Total Target Award ($)
|
Target Time-Based Share Award (Shares) |
Target
Performance- Contingent Share Award (Shares) |
||||
Todd M. Cleveland
|
250.0%
|
$
|
1,500,000
|
|
6,429
|
|
25,715
|
|
Andy L. Nemeth
|
166.7%
|
750,000
|
|
3,215
|
|
12,858
|
|
|
Jeffrey M. Rodino
|
133.3%
|
500,000
|
|
2,143
|
|
8,571
|
|
|
Kip B. Ellis
|
107.7%
|
350,000
|
|
1,500
|
|
6,000
|
|
|
Joshua A. Boone
|
72.7%
|
200,000
|
|
858
|
|
3,429
|
|
Name
|
Threshold EBITDA Performance
(2.0 Rating) Component Award (Shares) |
Target EBITDA Performance
(3.0 Rating) Component Award (Shares) |
Maximum EBITDA Performance
(5.0 Rating) Component Award (Shares) |
|||
Time-Based Shares
(1)
|
|
|
|
|||
Todd M. Cleveland
|
6,429
|
|
6,429
|
|
6,429
|
|
Andy L. Nemeth
|
3,215
|
|
3,215
|
|
3,215
|
|
Jeffrey M. Rodino
|
2,143
|
|
2,143
|
|
2,143
|
|
Kip B. Ellis
|
1,500
|
|
1,500
|
|
1,500
|
|
Joshua A. Boone
|
858
|
|
858
|
|
858
|
|
Performance-Contingent Shares
(1)
|
|
|
|
|||
Todd M. Cleveland
|
12,858
|
|
25,715
|
|
38,573
|
|
Andy L. Nemeth
|
6,429
|
|
12,858
|
|
19,287
|
|
Jeffrey M. Rodino
|
4,286
|
|
8,571
|
|
12,857
|
|
Kip B. Ellis
|
3,000
|
|
6,000
|
|
9,000
|
|
Joshua A. Boone
|
1,715
|
|
3,429
|
|
5,144
|
|
(1)
|
Represents the number of shares for the threshold, target and maximum payouts for the Time-Based Shares and Performance-Contingent Shares for the
2017
LTIP award.
|
Name
|
2017 Base Salary
|
2017 Multiple of Base Salary
|
Required Total Share Value ($)
(1)
|
||||
Todd M. Cleveland
|
$
|
600,000
|
|
4X
|
$
|
2,400,000
|
|
Andy L. Nemeth
|
450,000
|
|
2X
|
900,000
|
|
||
Jeffrey M. Rodino
|
375,000
|
|
2X
|
750,000
|
|
||
Kip B. Ellis
|
325,000
|
|
2X
|
650,000
|
|
||
Joshua A. Boone
|
275,000
|
|
2X
|
550,000
|
|
(1)
|
Inclusive of the fair value of stock options, restricted stock and restricted stock units, awarded by the Company, and shares purchased by the NEO in the open market.
|
Name
|
Stock Option Award (shares)
|
|
Todd M. Cleveland
|
208,845
|
|
Andy L. Nemeth
|
59,670
|
|
Jeffrey M. Rodino
|
30,825
|
|
Kip B. Ellis
|
14,910
|
|
Joshua A. Boone
|
15,915
|
|
|
Tranche 1
|
Tranche 2
|
Tranche 3
|
Tranche 4
|
Total SARS
|
|||||||||
Strike Price of SARS
|
$
|
53.83
|
|
$
|
60.03
|
|
$
|
66.93
|
|
$
|
74.63
|
|
|
|
SARs (shares) per tranche by NEO:
|
|
|
|
|
|
|||||||||
Todd M. Cleveland
|
52,212
|
|
52,212
|
|
52,212
|
|
52,212
|
|
208,848
|
|
||||
Andy L. Nemeth
|
14,918
|
|
14,918
|
|
14,918
|
|
14,918
|
|
59,672
|
|
||||
Jeffrey M. Rodino
|
7,707
|
|
7,707
|
|
7,707
|
|
7,707
|
|
30,828
|
|
||||
Kip B. Ellis
|
3,728
|
|
3,728
|
|
3,728
|
|
3,728
|
|
14,912
|
|
||||
Joshua A. Boone
|
3,980
|
|
3,980
|
|
3,980
|
|
3,980
|
|
15,920
|
|
Name and Principal Position |
Year
|
Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Option Awards ($)(4) |
Non- Equity Incentive Plan Compen- sation ($)(5) |
Change in
Pension Value and Non- Qualified Deferred Compensa-tion Earnings ($)(6) |
All Other Compen- sation ($)(7) |
Total ($)
|
||||||||||||||||
Todd M. Cleveland
|
2017
|
$
|
596,154
|
|
$
|
150,000
|
|
$
|
2,422,638
|
|
$
|
6,772,862
|
|
$
|
1,912,800
|
|
$
|
—
|
|
$
|
14,235
|
|
$
|
11,868,689
|
|
Chief Executive Officer (8)
|
2016
|
541,539
|
|
—
|
|
1,863,575
|
|
—
|
|
982,800
|
|
—
|
|
15,164
|
|
3,403,078
|
|
||||||||
|
2015
|
539,424
|
|
—
|
|
1,889,201
|
|
—
|
|
1,350,090
|
|
—
|
|
14,708
|
|
3,793,423
|
|
||||||||
Andy L. Nemeth
|
2017
|
448,077
|
|
75,000
|
|
1,211,373
|
|
1,935,120
|
|
1,214,250
|
|
15,432
|
|
15,750
|
|
4,915,002
|
|
||||||||
President (9)
|
2016
|
422,475
|
|
—
|
|
1,409,072
|
|
1,590,208
|
|
773,575
|
|
14,768
|
|
16,335
|
|
4,226,433
|
|
||||||||
|
2015
|
265,000
|
|
70,029
|
|
707,312
|
|
—
|
|
489,971
|
|
14,132
|
|
15,583
|
|
1,562,027
|
|
||||||||
Jeffrey M. Rodino
|
2017
|
370,192
|
|
50,000
|
|
807,510
|
|
999,695
|
|
926,400
|
|
—
|
|
11,910
|
|
3,165,707
|
|
||||||||
Chief Sales Officer
|
2016
|
330,865
|
|
—
|
|
1,036,381
|
|
624,131
|
|
573,100
|
|
—
|
|
12,795
|
|
2,577,272
|
|
||||||||
and Executive Vice
|
2015
|
271,827
|
|
35,040
|
|
745,114
|
|
—
|
|
574,960
|
|
—
|
|
12,147
|
|
1,639,088
|
|
||||||||
President of Sales (10)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Kip B. Ellis
|
2017
|
315,385
|
|
50,000
|
|
565,257
|
|
483,559
|
|
549,150
|
|
—
|
|
11,311
|
|
1,974,662
|
|
||||||||
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
and Executive Vice
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
President of
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operations (11)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Joshua A. Boone
|
2017
|
270,692
|
|
50,000
|
|
323,112
|
|
516,195
|
|
447,165
|
|
—
|
|
7,756
|
|
1,614,920
|
|
||||||||
Chief Financial Officer,
|
2016
|
219,961
|
|
—
|
|
111,882
|
|
—
|
|
200,063
|
|
—
|
|
7,829
|
|
539,735
|
|
||||||||
Vice President of
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Finance, and Secretary-
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Treasurer (12)
|
|
|
|
|
|
|
|
|
|
(2)
|
The NEOs received discretionary bonus awards for the year ended December 31, 2017, and Messrs. Nemeth and Rodino received a discretionary bonus award for the year ended December 31, 2015. The NEOs did not receive any payments that would be characterized as “Bonus” payments for the fiscal year ended December 31, 2016.
|
(3)
|
Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate fair value of stock awards and PSUs granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718.
|
(4)
|
Amounts shown do not reflect compensation actually received. Such amount reflects the aggregate fair value of stock options and SARs granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718. See Note 16 to the Consolidated Financial Statements in our 2017 Annual Report on Form 10-K for the assumptions used in determining the fair value of each option and SARs award based on the Black-Scholes option-pricing model.
|
(5)
|
Amounts shown represent the short-term incentive awards earned in 2017 by each of the NEOs, and approved by the Compensation Committee, based on the achievement of both pre-determined Company performance targets and individual performance targets for 2017. See “Non-Equity Incentive Plan Awards” on pages 20 to 22.
|
(6)
|
Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate change in the present value of the NEO's accumulated benefit under the Executive Retirement Plan and the Non-Qualified Excess Plan. In computing these amounts, the Company uses various assumptions including remaining years of service, estimated discount rates, and present value calculations.
|
Name
|
Year
|
401(k) Matching
Contribution ($)
|
Other (a) ($)
|
Total All Other
Compensation ($)
|
||||||
Todd M. Cleveland
|
2017
|
$
|
495
|
|
$
|
13,740
|
|
$
|
14,235
|
|
|
2016
|
724
|
|
14,440
|
|
15,164
|
|
|||
|
2015
|
268
|
|
14,440
|
|
14,708
|
|
|||
Andy L. Nemeth
|
2017
|
810
|
|
14,940
|
|
15,750
|
|
|||
|
2016
|
795
|
|
15,540
|
|
16,335
|
|
|||
|
2015
|
243
|
|
15,340
|
|
15,583
|
|
|||
Jeffrey M. Rodino
|
2017
|
810
|
|
11,100
|
|
11,910
|
|
|||
|
2016
|
795
|
|
12,000
|
|
12,795
|
|
|||
|
2015
|
247
|
|
11,900
|
|
12,147
|
|
|||
Kip B. Ellis
|
2017
|
611
|
|
10,700
|
|
11,311
|
|
|||
Joshua A. Boone
|
2017
|
356
|
|
7,400
|
|
7,756
|
|
|||
|
2016
|
536
|
|
11,600
|
|
12,136
|
|
(8)
|
Effective January 1, 2016, Mr. Cleveland continued to serve as CEO of the Company, a position he has held since February 2009. Mr. Cleveland was President of the Company from May 2008 to December 31, 2015.
|
(9)
|
Mr. Nemeth assumed the position of President of the Company effective January 1, 2016. This position was previously held by Mr. Cleveland from May 2008 to December 31, 2015. Prior to that, Mr. Nemeth was the Chief Financial Officer and Executive Vice President of Finance from May 2004 to December 31, 2015, and Secretary-Treasurer from 2002 to December 31, 2015.
|
(10)
|
Mr. Rodino was appointed Chief Sales Officer (“CSO”) of the Company effective September 26, 2016. In addition to his CSO position, Mr. Rodino serves as the Executive Vice President of Sales, a position he has held since December 2011. Prior to that, he served as the Chief Operating Officer of the Company from March 2013 to September 25, 2016.
|
(11)
|
Mr. Ellis was appointed Chief Operating Officer and Executive Vice President of Operations of the Company effective September 26, 2016. He became an NEO in 2017.
|
(12)
|
Mr. Boone was appointed Chief Financial Officer, Vice President of Finance, and Secretary-Treasurer of the Company effective January 1, 2016. He became an NEO in 2016.
|
1.
|
The median employee was identified using active employee information as of November 15, 2017.
|
2.
|
Fiscal 2017 earnings (gross pay) of cash compensation were used as the consistently applied compensation measure to identify the median employee within the employee population. Cash compensation is the most prevalent measure of pay across the organization. Using this methodology, the median employee was determined to be a full-time, hourly, United States-based employee.
|
3.
|
The total compensation of the CEO for fiscal 2017 was $11,868,689, which is the total of the compensation amounts reported in the Summary Compensation Table on page 28.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
|
All Other Stock Awards:# of Shares of Stock or Units
(#) (3)
|
All Other Option Awards: # of Securities Underlying Options
(#) (4)
|
Exercise or Closing Market Price on Grant Date
($ Per Share)
(5)
|
Grant Date Fair Value of Stock and Option Awards/
SARs
($) (6)
|
||||||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||
Todd M. Cleveland
|
1/17/2017
|
$600,000
|
$1,200,000
|
$2,400,000
|
12,858
|
25,715
|
38,573
|
6,429
|
|
—
|
$53.83
|
$
|
2,422,638
|
|
|||
|
1/17/2017
|
|
|
|
|
|
|
|
208,845
|
53.83
|
3,709,944
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
52,212
|
53.83
|
927,499
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
52,212
|
60.03
|
816,168
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
52,212
|
66.93
|
709,765
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
52,212
|
74.63
|
609,486
|
|
|||||
Andy L. Nemeth
|
1/17/2017
|
375,000
|
750,000
|
1,500,000
|
6,429
|
|
12,858
|
|
19,287
|
|
3,215
|
|
—
|
53.83
|
1,211,373
|
|
|
|
1/17/2017
|
|
|
|
|
|
|
|
59,760
|
53.83
|
1,059,984
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
14,918
|
53.83
|
265,005
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
14,918
|
60.03
|
233,195
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
14,918
|
66.93
|
202,794
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
14,918
|
74.63
|
174,142
|
|
|||||
Jeffrey M. Rodino
|
1/17/2017
|
300,000
|
600,000
|
1,200,000
|
4,286
|
|
8,571
|
|
12,857
|
|
2,143
|
|
—
|
53.83
|
807,510
|
|
|
|
1/17/2017
|
|
|
|
|
|
|
|
30,825
|
53.83
|
547,579
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
7,707
|
53.83
|
136,908
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
7,707
|
60.03
|
120,474
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
7,707
|
66.93
|
104,768
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
7,707
|
74.63
|
89,966
|
|
|||||
Kip B. Ellis
|
1/17/2017
|
175,000
|
350,000
|
700,000
|
3,000
|
|
6,000
|
|
9,000
|
|
1,500
|
|
—
|
53.83
|
565,257
|
|
|
|
1/17/2017
|
|
|
|
|
|
|
|
14,910
|
53.83
|
264,863
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,728
|
53.83
|
66,225
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,728
|
60.03
|
58,275
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,728
|
66.93
|
50,678
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,728
|
74.63
|
43,518
|
|
|||||
Joshua A. Boone
|
1/17/2017
|
142,500
|
285,000
|
570,000
|
1,715
|
|
3,429
|
|
5,144
|
|
858
|
|
—
|
53.83
|
323,112
|
|
|
|
1/17/2017
|
|
|
|
|
|
|
|
15,915
|
53.83
|
282,715
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,980
|
53.83
|
70,701
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,980
|
60.03
|
62,215
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,980
|
66.93
|
54,104
|
|
|||||
|
1/17/2017
|
|
|
|
|
|
|
|
3,980
|
74.63
|
46,460
|
|
(1)
|
The related performance targets and results are described in detail under “Non-Equity Incentive Plan Awards” on pages 20 to 22. For the actual non-equity incentive awards, see the “Summary Compensation Table” on pages 27 to 29.
|
(2)
|
Restricted shares granted in fiscal 2017 under the 2017 LTIP that are Performance-Contingent based will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period ending on December 31, 2019. See “Long-Term Incentive Plan” on pages 22 to 24.
|
(3)
|
These shares represent the Time-Based restricted stock awards granted in fiscal 2017 that vest on the third anniversary of the grant date. See “Long-Term Incentive Plan” on pages 22 to 24.
|
(4)
|
These stock options and SARs were granted on January 17, 2017 and were 100% unvested as of December 31, 2017. Both the stock options and SARs vest pro-rata over four years commencing on January 17, 2018, are exercisable at various exercise prices, and expire after nine years. Unvested options and SARs are subject to forfeiture if the NEO’s employment with the Company is terminated before the options or SARs vest. See “Performance and Retention - 2017 Stock Option and Stock Appreciation Rights Grants” on page 26.
|
(5)
|
Represents the closing price of the Company’s stock on the NASDAQ stock market on the grant date for the Time-Based and Performance-Contingent based stock awards and the exercise/strike price of the stock options and SARs awards.
|
(6)
|
Represents the fair value of stock awards, stock options and SARs as of the grant date computed in accordance with ASC 718.
|
|
|
Stock Awards
|
|||||||
Name
|
Grant
Date |
Number of Shares or Units of Stock That Have Not Vested (#)
(1)
|
|
Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares or Units That Have Not Vested (#) (3) |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have
Not Vested ($) (2) |
|
Todd M. Cleveland
|
1/17/2017
|
6,429
|
|
446,494
|
|
38,573
|
|
2,678,895
|
|
|
2/23/2016
|
9,615
|
|
667,762
|
|
57,695
|
|
4,006,918
|
|
|
2/16/2015
|
12,930
|
|
897,989
|
|
77,588
|
|
5,388,487
|
|
Andy L. Nemeth
|
1/17/2017
|
3,215
|
|
223,282
|
|
19,287
|
|
1,339,482
|
|
|
2/23/2016
|
5,385
|
|
373,988
|
|
32,309
|
|
2,243,860
|
|
|
2/16/2015
|
2,326
|
|
161,541
|
|
13,967
|
|
970,008
|
|
Jeffrey M. Rodino
|
1/17/2017
|
2,143
|
|
148,831
|
|
12,857
|
|
892,919
|
|
|
2/23/2016
|
3,462
|
|
240,436
|
|
20,771
|
|
1,442,546
|
|
|
2/16/2015
|
2,586
|
|
179,598
|
|
15,518
|
|
1,077,725
|
|
Kip B. Ellis (4)
|
1/17/2017
|
1,500
|
|
104,175
|
|
9,000
|
|
625,050
|
|
|
4/11/2016
|
3,000
|
|
208,350
|
|
—
|
|
—
|
|
Joshua A. Boone
|
1/17/2017
|
858
|
|
59,588
|
|
5,144
|
|
357,251
|
|
|
2/23/2016
|
578
|
|
40,142
|
|
3,463
|
|
240,505
|
|
|
2/16/2015
|
1,125
|
|
78,131
|
|
—
|
|
—
|
|
(1)
|
Restricted share grants related to Time-Based share awards, which were approved by the Board on January 17, 2017, April 11, 2016, February 23, 2016 and February 16, 2015, will fully vest on the third anniversary of the grant date or January 17, 2020, April 11, 2019, February 23, 2019 and February 16, 2018, respectively. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’s employment with the Company is terminated before the shares vest.
|
(2)
|
Based on a market price of $69.45 per share which was the NASDAQ Stock Market closing price on December 31, 2017.
|
(3)
|
Restricted share grants related to Performance-Contingent based share awards, which were approved by the Board on January 17, 2017, February 23, 2016 and February 16, 2015, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’s employment with the Company is terminated before the shares vest.
|
(4)
|
Mr. Ellis' restricted share grant dated April 11, 2016 reflects 3,000 shares that will fully vest on the third anniversary of the grant date or April 11, 2019. These shares were granted to Mr. Ellis in his role as the Company’s Vice-President of Market Development prior to his assuming his officer role of Chief Operating Officer and Executive Vice-President of Operations in September 2016.
|
|
|
Options/SARs Awards
|
||||||
Name
|
Grant
Date
|
Number of Securities
Underlying Unexercised
Options/ SARs (#)
Exercisable
(1)
|
|
Number of Securities
Underlying Unexercised
Options/SARs (#)
Unexercisable
(1)
|
|
Options/SARs
Exercise Price ($)
|
|
Options/SARs
Expiration
Date
|
Todd M. Cleveland
|
1/17/2017
|
—
|
|
208,845
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
52,212
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
52,212
|
|
60.03
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
52,212
|
|
66.93
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
52,212
|
|
74.63
|
|
1/17/2026
|
|
12/18/2013
|
75,000
|
|
—
|
|
12.30
|
|
12/18/2022
|
|
12/18/2013
|
18,749
|
|
—
|
|
12.30
|
|
12/18/2022
|
|
12/18/2013
|
18,749
|
|
—
|
|
14.75
|
|
12/18/2022
|
|
12/18/2013
|
18,749
|
|
—
|
|
17.71
|
|
12/18/2022
|
|
12/18/2013
|
18,749
|
|
—
|
|
21.25
|
|
12/18/2022
|
Andy L. Nemeth
|
1/17/2017
|
—
|
|
59,760
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
14,918
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
14,918
|
|
60.03
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
14,918
|
|
66.93
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
14,918
|
|
74.63
|
|
1/17/2026
|
|
9/26/2016
|
18,360
|
|
55,080
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
4,590
|
|
13,770
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
4,590
|
|
13,770
|
|
47.51
|
|
9/26/2025
|
|
9/26/2016
|
4,590
|
|
13,770
|
|
55.11
|
|
9/26/2025
|
|
9/26/2016
|
4,590
|
|
13,770
|
|
63.93
|
|
9/26/2025
|
Jeffrey M. Rodino
|
1/17/2017
|
—
|
|
30,825
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
7,707
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
7,707
|
|
60.03
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
7,707
|
|
66.93
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
7,707
|
|
74.63
|
|
1/17/2026
|
|
9/26/2016
|
7,206
|
|
21,618
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
1,802
|
|
5,404
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
1,802
|
|
5,404
|
|
47.51
|
|
9/26/2025
|
|
9/26/2016
|
1,802
|
|
5,404
|
|
55.11
|
|
9/26/2025
|
|
9/26/2016
|
1,802
|
|
5,404
|
|
63.93
|
|
9/26/2025
|
Kip B. Ellis
|
1/17/2017
|
—
|
|
14,910
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,728
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,728
|
|
60.03
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,728
|
|
66.93
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,728
|
|
74.63
|
|
1/17/2026
|
|
9/26/2016
|
2,328
|
|
6,984
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
582
|
|
8,730
|
|
40.95
|
|
9/26/2025
|
|
9/26/2016
|
582
|
|
8,730
|
|
47.51
|
|
9/26/2025
|
|
9/26/2016
|
582
|
|
8,730
|
|
55.11
|
|
9/26/2025
|
|
9/26/2016
|
582
|
|
8,730
|
|
63.93
|
|
9/26/2025
|
Joshua A. Boone
|
1/17/2017
|
—
|
|
15,915
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,980
|
|
53.83
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,980
|
|
60.03
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,980
|
|
66.93
|
|
1/17/2026
|
|
1/17/2017
|
—
|
|
3,980
|
|
74.63
|
|
1/17/2026
|
(1)
|
Both the stock options and SARs that were granted to Mr. Cleveland in 2013 vested pro-rata over three years, commencing on December 18, 2014, and expire after nine years. The stock options and SARs that were granted to Messrs. Nemeth, Rodino and Ellis in 2016 vest pro-rata over four years, commencing on September 26, 2017, and expire after nine years. The stock options and SARs that were granted to Messrs. Cleveland, Nemeth, Rodino, Ellis and Boone in 2017 vest pro-rata over four years, commencing on January 17, 2018, and expire after nine years. Unvested options and SARs are subject
|
|
|
Performance Stock Units
|
|||
Name
|
Grant
Date |
Equity Incentive Plan Awards:
Number of Unearned Shares or Units That Have Not Vested (#) (1) |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)
(2)
|
|
Andy L. Nemeth
|
2/23/2016
|
13,200
|
|
916,740
|
|
|
3/30/2015
|
13,200
|
|
916,740
|
|
Jeffrey M. Rodino
|
2/23/2016
|
13,200
|
|
916,740
|
|
|
3/30/2015
|
13,200
|
|
916,740
|
|
(1)
|
Restricted share grants related to PSUs, which were approved by the Board on February 23, 2016, and March 30, 2015, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested PSUs are subject to forfeiture if the NEO’s employment with the Company is voluntarily terminated before the shares vest. See "Supplemental Long-Term Incentive Grant for NEOs" on pages 25 and 26 for additional details.
|
(2)
|
Based on a market price of $69.45 per share which was the NASDAQ Stock Market closing price on December 31, 2017.
|
|
Stock Options/SARS
|
Stock Awards / PSUs
|
||||||
Name
|
Number of Shares Acquired on Exercise
(#) (1)(2) |
Value Realized on
Exercise ($) (1)(2) |
Number of Shares
Acquired on Vesting (#) (3)(4)(5) |
Value Realized on
Vesting ($) (3)(4) |
||||
Todd M. Cleveland
|
131,656
|
|
6,209,875
|
|
111,776
|
|
5,828,826
|
|
Andy L. Nemeth
|
—
|
|
—
|
|
29,969
|
|
1,593,275
|
|
Jeffrey M. Rodino
|
—
|
|
—
|
|
30,477
|
|
1,619,792
|
|
Kip B. Ellis
|
—
|
|
—
|
|
—
|
|
—
|
|
Joshua A. Boone
|
—
|
|
—
|
|
1,125
|
|
54,713
|
|
(1)
|
The number of shares acquired on exercise in 2017 related to stock options was 75,000 shares for Mr. Cleveland. The value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the option exercise price.
|
(2)
|
The net number of shares acquired on exercise in 2017 was 56,656 shares of a total of 100,000 SARS for Mr. Cleveland. The determination of the net number of shares acquired and the related value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the exercise price of the SARs in each of the four tranches. See the “Stock Appreciation Rights (SARs)” section of Note 16 to the Consolidated Financial Statements in our 2017 Annual Report on Form 10-K for a description of individual exercise prices related to the four tranches of the SARs awarded to Mr. Cleveland in 2013.
|
(3)
|
The number of shares acquired on vesting in 2017 related to Time-Based share awards was 15,968 shares for Mr. Cleveland, 1,923 shares for Mr. Nemeth and 1,995 shares for Mr. Rodino. The value realized on vesting for Messrs. Cleveland, Nemeth and Rodino was based on a market price of $52.23 per share, which was the Nasdaq Stock Market closing price on February 17, 2017, times the total number of shares acquired on vesting. The number of shares acquired on vesting in 2017 related to Time-Based share awards was 1,125 shares for Mr. Boone and value realized on vesting was based on a market price of $48.63 per share, which was the Nasdaq Stock Market closing price on July 7, 2017, times the total number of shares acquired on vesting.
|
(4)
|
The number of shares acquired on vesting in 2017 related to Performance-Contingent share awards was 95,808 shares for Mr. Cleveland, 11,543 shares for Mr. Nemeth and 11,979 shares for Mr. Rodino. The value realized on vesting was based on a market price of $52.13 per share, which was the Nasdaq Stock Market closing price on January 20, 2017 (the date the
|
(5)
|
The number of shares acquired on vesting in 2017 related to Year 1 of PSUs share awards was 16,503 shares for Mr. Nemeth and 16,503 shares for Mr. Rodino. The value realized on vesting was based on a market price of $54.00 per share, which was the Nasdaq Stock Market closing price on February 6, 2017 (the date the performance conditions were met), times the total number of shares acquired on vesting.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options and rights
(1)
|
Weighted average exercise price of outstanding options and rights
|
Number of securities
remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) |
||||
Equity compensation plans approved by security holders
|
1,084,947
|
|
$
|
49.24
|
|
1,099,821
|
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
—
|
|
||
Total
|
1,084,947
|
|
$
|
49.24
|
|
1,099,821
|
|
(1)
|
The number of securities represented is the amount of shares to be issued upon exercise of outstanding options and SARs as of December 31, 2017.
|
(2)
|
Represents the number of net shares available for future awards under the 2009 Omnibus Incentive Plan as of December 31, 2017.
|
Name
|
Executive
Contribution in Last FY ($) |
Registrant
Contributions in Last FY ($) |
Aggregate
Earnings in Last FY ($) (1) |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate Balance as of
Last FYE ($) (2) |
|||||||
Todd M. Cleveland
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Andy L. Nemeth
(3)
|
—
|
|
—
|
|
$
|
15,432
|
|
—
|
|
$
|
210,267
|
|
Jeffrey M. Rodino
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Kip B. Ellis
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Joshua A. Boone
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Represents the interest for the current fiscal year associated with the annuity.
|
(2)
|
Represents the present value of an annuity as of December 31, 2017 to be paid at retirement pursuant to the terms of the Executive Retirement Plan agreement. The aggregate balance as of January 1, 2017 was $194,835.
|
(3)
|
According to the provisions of the Executive Retirement Plan, payments of the annuity for Mr. Nemeth will commence prior to his eligible retirement age over a 10-year vesting period due to death or disability.
|
Name
|
Severance Benefits Upon Termination Without Cause or Upon Change in Control
(1)
|
Non-Compete
|
Confidentiality
Agreement |
Todd M. Cleveland
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Andy L. Nemeth
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Jeffrey M. Rodino
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Kip B. Ellis
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Joshua A. Boone
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
(1)
|
Employee is required to sign a mutual release of claims in a form satisfactory to the Company.
|
Name / Benefit
|
Termination Without Cause
|
Change in Control
|
Termination Due to Death or Disability
|
||||||
Todd M. Cleveland
|
|
|
|
||||||
Base salary
|
$
|
600,000
|
|
$
|
600,000
|
|
$
|
—
|
|
Acceleration of long-term incentives
(1)
|
14,086,545
|
|
14,086,545
|
|
14,086,545
|
|
|||
Acceleration of long-term performance stock units
(2)
|
—
|
|
—
|
|
—
|
|
|||
Acceleration of stock options/SARs exercise
(3)
|
4,701,122
|
|
4,701,122
|
|
4,701,122
|
|
|||
Annual non-equity incentive bonus
(4)
|
1,912,800
|
|
1,912,800
|
|
1,912,800
|
|
|||
Total benefits
|
$
|
21,300,467
|
|
$
|
21,300,467
|
|
$
|
20,700,467
|
|
Andy L. Nemeth
|
|
|
|
||||||
Base salary
|
$
|
450,000
|
|
$
|
450,000
|
|
$
|
—
|
|
Acceleration of long-term incentives
(1)
|
5,312,161
|
|
5,312,161
|
|
5,312,161
|
|
|||
Acceleration of long-term performance stock units
(2)
|
1,833,480
|
|
1,833,480
|
|
1,833,480
|
|
|||
Acceleration of stock options/SARs exercise
(3)
|
3,357,736
|
|
3,357,736
|
|
3,357,736
|
|
|||
Annual non-equity incentive bonus
(4)
|
1,214,250
|
|
1,214,250
|
|
1,214,250
|
|
|||
Total benefits
|
$
|
12,167,627
|
|
$
|
12,167,627
|
|
$
|
11,717,627
|
|
Jeffrey M. Rodino
|
|
|
|
||||||
Base salary
|
$
|
375,000
|
|
$
|
375,000
|
|
$
|
—
|
|
Acceleration of long-term incentives
(1)
|
3,982,055
|
|
3,982,055
|
|
3,982,055
|
|
|||
Acceleration of long-term performance stock units
(2)
|
1,833,480
|
|
1,833,480
|
|
1,833,480
|
|
|||
Acceleration of stock options/SARs exercise
(3)
|
1,689,941
|
|
1,689,941
|
|
1,689,941
|
|
|||
Annual non-equity incentive bonus
(4)
|
926,400
|
|
926,400
|
|
926,400
|
|
|||
Total benefits
|
$
|
8,806,876
|
|
$
|
8,806,876
|
|
$
|
8,431,876
|
|
Kip B. Ellis
|
|
|
|
||||||
Base salary
|
$
|
325,000
|
|
$
|
325,000
|
|
$
|
—
|
|
Acceleration of long-term incentives
(1)
|
937,575
|
|
937,575
|
|
937,575
|
|
|||
Acceleration of long-term performance stock units
(2)
|
—
|
|
—
|
|
—
|
|
|||
Acceleration of stock options/SARs exercise
(3)
|
591,078
|
|
591,078
|
|
591,078
|
|
|||
Annual non-equity incentive bonus
(4)
|
549,150
|
|
549,150
|
|
549,150
|
|
|||
Total benefits
|
$
|
2,402,803
|
|
$
|
2,402,803
|
|
$
|
2,077,803
|
|
Joshua A. Boone
|
|
|
|
||||||
Base salary
|
$
|
275,000
|
|
$
|
275,000
|
|
$
|
—
|
|
Acceleration of long-term incentives
(1)
|
775,617
|
|
775,617
|
|
775,617
|
|
|||
Acceleration of long-term performance stock units
(2)
|
—
|
|
—
|
|
—
|
|
|||
Acceleration of stock options/SARs exercise
(3)
|
358,281
|
|
358,281
|
|
358,281
|
|
|||
Annual non-equity incentive bonus
(4)
|
447,165
|
|
447,165
|
|
447,165
|
|
|||
Total benefits
|
$
|
1,856,063
|
|
$
|
1,856,063
|
|
$
|
1,581,063
|
|
(1)
|
Represents the market value of both unearned time-based and performance-based shares or units of restricted stock that have not vested based on a market price of $69.45 per share, which was the NASDAQ Stock Market closing price on December 31, 2017. Termination without cause includes the right for the performance-based shares to continue to vest after termination subject to meeting certain performance criteria for such awards. Amount in table assumes the maximum performance metric of the performance award has been achieved. Upon a change in control, the performance-based shares vest immediately.
|
(2)
|
Represents the market value of unearned PSUs that have not vested based on a market price of $69.45 per share, which was the NASDAQ Stock Market closing price on December 31, 2017. Unvested PSUs are subject to forfeiture if the NEO’s employment with the Company is terminated under certain circumstances before the PSUs vest. Amount in table assumes the target performance threshold under the PSU award has been achieved. See “Supplemental Long-Term Incentive Grant for NEOs” on pages 25 and 26.
|
(4)
|
Represents the short-term non-equity incentive award earned in 2017, and approved by the Compensation Committee, based on the achievement of both pre-determined Company performance targets and individual performance targets for 2017. See "Summary Compensation Table" on pages 27 to 29.
|
•
|
Purchased approximately $1.0 million of corrugated packaging materials from Welch Packaging Group (“Welch”), an independently owned company established by M. Scott Welch, who also serves as the President and CEO of Welch; and
|
•
|
Sold approximately $0.4 million of RV component products to DNA Enterprises, Inc. (“DNA”). Walter E. Wells’ son serves as the President of DNA.
|
By Order of the Board of Directors
,
|
/s/ Joshua A. Boone
|
Joshua A. Boone
Secretary
|
1 Year Patrick Industries Chart |
1 Month Patrick Industries Chart |
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