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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pool Corporation | NASDAQ:POOL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
4.54 | 1.26% | 364.65 | 338.66 | 394.88 | 371.31 | 364.27 | 366.59 | 429,436 | 05:00:02 |
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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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(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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elect
eight
directors, each to serve a one-year term or until their successors have been elected and qualified;
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2.
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ratify the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the
2019
fiscal year;
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3.
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cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement (the say-on-pay vote); and
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4.
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consider any other business which may properly arise at the Annual Meeting.
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Page
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(1)
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elect
eight
directors to the Board of Directors, each to serve a one-year term or until their successors have been elected and qualified;
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(2)
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ratify the retention of Ernst &Young LLP as our independent registered public accounting firm for the
2019
fiscal year; and
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(3)
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cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (the say-on-pay vote).
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Proposal
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Voting Options
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Vote Required to Adopt the Proposal
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Effect of Abstentions
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Effect of Broker Non-Votes
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No. 1 - Elect eight directors
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For, against or abstain on each director nominee
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Affirmative vote of a majority of the votes cast
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N/A
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No effect
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No. 2 - Ratify retention of independent registered public accounting firm
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For, against or abstain
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Affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to vote
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Treated as votes against
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N/A
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No. 3 - Say-on-pay vote
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For, against, or abstain
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Affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to vote
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Treated as votes against
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No effect
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a)
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mail (i) a new proxy card with a later date or (ii) a written revocation addressed to:
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b)
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attend the Annual Meeting and vote in person.
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•
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Finance
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•
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Mergers and acquisitions
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•
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Strategic opportunities
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•
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Management
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•
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Compensation
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•
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Finance
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•
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Management
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•
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Compensation
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•
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Corporate governance
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•
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Audit
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•
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Business development
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•
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Management
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•
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Marketing
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•
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Finance
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•
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Distribution knowledge
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•
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Management
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•
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Strategic planning
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•
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International operations
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•
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Finance
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•
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Industry knowledge
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•
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Strategic planning
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•
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Business development
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•
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Operations
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•
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Information technology
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•
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Finance
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•
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Finance
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•
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Operations
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•
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Marketing
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•
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Business development
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•
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Strategic planning
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•
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Finance
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•
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Management
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•
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Operations
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•
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Corporate governance
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•
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Distribution
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•
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Marketing
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•
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Finance
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•
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Mergers and acquisitions
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•
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International operations
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•
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Strategic planning
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▪
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assign tasks to the Board’s committees;
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▪
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determine the appropriate schedule of Board meetings after consultation with our CEO and other Board members;
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▪
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consult with our CEO and other Board members on the agenda of the Board;
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▪
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assess the quality, quantity, and timeliness of the flow of information from management to the Board;
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▪
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direct the retention of consultants who report directly to the Board;
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▪
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oversee compliance with and implementation of corporate governance policies;
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▪
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coordinate, develop the agenda for, and moderate executive sessions of the Board’s independent directors;
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▪
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assist the chairman of the Compensation Committee in his evaluation of our CEO’s performance; and
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▪
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perform such other functions as the Board may direct.
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▪
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our annual cash award programs are capped for all members of senior management, including our Named Executive Officers (NEOs);
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▪
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our Share Ownership Guidelines require our NEOs to hold Company stock;
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▪
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we maintain a clawback policy for executive compensation;
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▪
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our Insider Trading Policy prohibits hedging, pledging or monetization transactions involving our stock;
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▪
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our long-term equity-based compensation cliff vests over a period of three to five years for all management recipients; and
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▪
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beginning with 2016 grants, restricted stock awards contain performance-based criteria in addition to the time‑based vesting criteria discussed above.
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Audit
Committee
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Compensation
Committee
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Nominating and
Corporate Governance
Committee
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Strategic Planning
Committee
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Andrew W. Code
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ü
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Timothy M. Graven
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Chair
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ü
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Harlan F. Seymour
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Chair
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ü
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Chair
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Robert C. Sledd
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ü
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ü
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John E. Stokely
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ü
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Chair
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David G. Whalen
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ü
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ü
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Meetings held in 2018
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8
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5
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4
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1
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▪
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management’s process for ensuring the integrity of our financial statements;
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▪
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the independent registered public accounting firm’s qualifications and independence;
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▪
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the performance of our internal audit function and independent registered public accounting firm;
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▪
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information technology security and risk, including cyber security; and
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▪
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management’s process for ensuring our compliance with legal and regulatory requirements.
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▪
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identifying qualified individuals to be considered for nomination as a director;
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▪
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recommending to the Board director nominees for the next annual meeting of stockholders;
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▪
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assisting the Board in committee member selection;
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▪
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evaluating the overall effectiveness of the Board and committees of the Board; and
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▪
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reviewing and considering corporate governance practices.
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Name and age
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Positions and recent business experience
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Peter D. Arvan (53)
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President and Chief Executive Officer
§
President and Chief Executive Officer since January 2019
§
Chief Operating Officer from August 2017 to January 2019
§
Executive Vice President from January 2017 to January 2019
§
Chief Executive Officer of Roofing Supply Group from 2013 to 2015
§
President of SABIC Polymershapes from 2004 to 2013
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A. David Cook (63)
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Group Vice President
§
Group Vice President since 2007
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Vice President from 1997 to 2007
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Director of National Sales Development of our principal operating subsidiary from 1993 to 1997
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Mark W. Joslin (59)
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Senior Vice President, Chief Financial Officer
§
Senior Vice President, Chief Financial Officer since 2015
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Vice President, Chief Financial Officer from 2004 to 2015
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Vice President of Corporate Development of Eastman Chemical Company (Eastman) from 2002 to 2004
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Vice President and Controller of Eastman from 1999 to 2002
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Kenneth G. St. Romain (56)
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Group Vice President
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Group Vice President since 2007
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General Manager from 2001 to 2007
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Regional Manager from 1987 to 2001
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Jennifer M. Neil (45)
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Vice President, Corporate Secretary, Chief Legal Officer
§
Vice President since 2018
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Corporate Secretary since 2005
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Chief Legal Officer since 2003
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Melanie M. Housey Hart (46)
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Vice President, Corporate Controller, Chief Accounting Officer
§
Vice President since February 2019
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Chief Accounting Officer since 2008
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Corporate Controller since 2007
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Senior Director of Corporate Accounting from 2006 to 2007
§
Senior Manager at Ernst & Young LLP from 2001 to 2006
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Name of Beneficial Owner
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Number of
Shares
Beneficially
Owned
(1)
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Percentage of
Outstanding
Common Stock
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Directors
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Andrew W. Code
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25,832
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(2)
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*
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Timothy M. Graven
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4,226
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*
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Debra S. Oler
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—
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*
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Manuel J. Perez de la Mesa
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1,605,643
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(3)
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4%
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Harlan F. Seymour
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16,861
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*
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Robert C. Sledd
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26,176
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*
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John E. Stokely
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21,623
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*
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David G. Whalen
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4,296
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*
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Named Executive Officers
(4)
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Peter D. Arvan
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38,433
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*
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A. David Cook
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59,392
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*
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Mark W. Joslin
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127,356
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*
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Kenneth G. St. Romain
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303,336
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(5)
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*
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All executive officers and directors as a group (14 persons)
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2,284,445
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(6)
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6%
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Greater than 5% Beneficial Owners
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BlackRock, Inc.
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3,535,555
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(7)
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9%
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JPMorgan Chase & Co
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2,023,366
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(8)
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5%
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Neuberger Berman Group LLC
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2,160,251
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(9)
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5%
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The Vanguard Group, Inc.
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3,462,928
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(10)
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8%
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T. Rowe Price Associates, Inc.
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1,846,373
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(11)
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5%
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(1)
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Includes shares of unvested restricted stock for executive officers and directors as these shares convey the right to vote and receive dividends.
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(2)
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Includes
14,965
shares held by a family trust for which Mr. Code serves as co-trustee and
8,000
held directly by a charitable foundation of which Mr. Code is a director and president (although neither Mr. Code nor any members of his immediate family have a pecuniary interest in such shares).
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(3)
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Includes (i)
689,340
shares that Mr. Perez de la Mesa has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before
May 13, 2019
; (ii)
5,000
shares beneficially owned by Mr. Perez de la Mesa’s wife; (iii)
212,230
shares held by a trust for which Mr. Perez de la Mesa serves as a trustee; and (iv)
640,032
shares held in three irrevocable trusts for the benefit of Mr. Perez de la Mesa’s adult children.
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(4)
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Information regarding shares beneficially owned by Mr. Perez de la Mesa, who was an NEO prior to his retirement effective December 31, 2018, appears above under the caption
“Directors.
”
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(5)
|
Includes
211,432
shares that Mr. St. Romain has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before
May 13, 2019
.
|
(6)
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Includes
932,218
shares that such persons have the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before
May 13, 2019
. Also includes
867,227
shares held in family trusts,
8,000
shares held in a charitable foundation and
5,000
shares held by family members of such persons.
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(7)
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Based on the holder’s Schedule 13G/A filed with the SEC on February 6, 2019. BlackRock, Inc. has sole voting power over 3,385,750 shares and sole dispositive power with respect to all shares. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
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(8)
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Based on the holder’s Schedule 13G filed with the SEC on January 11, 2019. JPMorgan Chase & Co has sole voting power over 1,869,807 shares, shared voting power over 2,810 shares, sole dispositive power over 2,018,918 shares and shared dispositive power over 2,879 shares. The business address of JPMorgan Chase & Co is 270 Park Avenue, New York, New York 10017.
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(9)
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Based on the holder’s Schedule 13G/A filed with the SEC on February 13, 2019. Neuberger Berman Group LLC (Neuberger) has shared voting power with respect to 2,141,416 shares with Neuberger Berman Investment Advisers LLC and shared dispositive power with respect to all shares. Neuberger Berman Equity Funds has shared voting power and shared dispositive power over 1,493,349 shares. The business address of Neuberger is 1290 Avenue of the Americas, New York, New York 10104.
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(10)
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Based on the holder’s Schedule 13G/A filed with the SEC on February 12, 2019. The Vanguard Group, Inc. (Vanguard) has sole voting power over 21,952 shares, shared voting power over 5,275 shares, sole dispositive power over 3,439,721 shares and shared dispositive power over 23,207 shares. The business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
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(11)
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Based on the holder’s Schedule 13G/A filed with the SEC on February 14, 2019. T. Rowe Price Associates, Inc. (T. Rowe Price) has sole voting power over 528,639 shares and sole dispositive power over all shares. The business address of T. Rowe Price is 100 E. Pratt Street, Baltimore, Maryland 21202.
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Plan description
|
Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of shares of Common Stock remaining available for future issuance under equity compensation plans
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||||||
Equity Compensation Plans Approved by Stockholders:
|
|
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||||||
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2007 Long-Term Incentive Plan (2007 LTIP)
|
1,879,151
|
|
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$48.19
|
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4,453,450
|
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(1)
|
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Employee Stock Purchase Plan
|
—
|
|
—
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100,463
|
|
|
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Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
—
|
|
—
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|
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||
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Total
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1,879,151
|
|
|
$48.19
|
|
4,553,913
|
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|
▪
|
Manuel J. Perez de la Mesa, President, Chief Executive Officer and Director;
|
▪
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Mark W. Joslin, Senior Vice President and Chief Financial Officer;
|
▪
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Peter D. Arvan, Executive Vice President and Chief Operating Officer;
|
▪
|
A. David Cook, Group Vice President; and
|
▪
|
Kenneth G. St. Romain, Group Vice President.
|
▪
|
record annual sales of nearly $
3.0
billion, up
8%
from 2017;
|
▪
|
record operating income of $313.9 million, up 10% over 2017;
|
▪
|
record operating margin of
10.5%
, a 30 basis point increase over last year; and
|
▪
|
record
2018
diluted EPS of
$5.62
, an increase of
25%
over 2017, including a tax-related benefit of $0.36 per share.
|
▪
|
Our executive compensation program is designed and implemented by the Compensation Committee, which strives to incorporate compensation best practices into our program design. The following summary highlights our commitment to executive compensation practices that align the interests of our executives and stockholders:
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What we do:
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What we don’t do:
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|
ü
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Our executive pay is predominantly performance-based and not guaranteed.
|
|
û
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We do not provide excessive perquisites to our executives.
|
ü
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All of our variable compensation plans have caps on plan formulas.
|
|
û
|
Directors and NEOs are prohibited from pledging and hedging their shares of company stock.
|
ü
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Our equity plans contain “double trigger” change of control vesting provisions.
|
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û
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Our equity plans prohibit the repricing of underwater stock options.
|
ü
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We benchmark pay relative to the market and review our peer group annually.
|
|
û
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We do not provide any change of control payments to our executive officers.
|
ü
|
We maintain share ownership guidelines.
|
|
û
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We do not have any related party transactions with our executive officers.
|
ü
|
We maintain executive compensation clawback provisions.
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ü
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The Compensation Committee, like all of our Board committees, is comprised solely of independent directors.
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ü
|
Our Compensation Committee periodically retains its own independent compensation consultant.
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ü
|
Beginning in 2016, restricted stock awards include performance-based vesting criteria.
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|
|
▪
|
A majority of each NEO’s target compensation has been and continues to be at-risk. The charts below show the
2018
plan design, or target, compensation mix by component:
|
▪
|
Consistent with its long-standing policy of placing greater emphasis on the performance-based components of compensation, the Compensation Committee approved only a marginal increase in base salaries during 2018 for each NEO (less than 3% on average), with the exception of Mr. Arvan, who received a 10% increase in recognition of his promotion to chief operating officer in August 2017 and his expanded responsibilities in his new role.
|
▪
|
For fiscal year 2018, we modified our annual cash performance award plan so that operating income is the primary financial measure. Previously, diluted EPS served as the primary financial metric for annual bonuses. Like EPS, operating income is an important driver of value creation for our stockholders, has had a strong long-term correlation with our stock price over time, and is performance-based. Further, operating income is not impacted by tax benefits related to share-based compensation expense or recent changes to federal tax rates.
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▪
|
The Compensation Committee approved an annual cash performance potential for each NEO, with 2018 plan design targeted at 100% of base salary for Messrs. Perez de la Mesa, Arvan and Cook, and 75% of base salary for Messrs. Joslin and St. Romain. Actual
2018
annual cash performance awards were
71.3%
of base salary for Mr. Perez de la Mesa and averaged
73.2%
of base salary for our other NEOs.
|
▪
|
The Compensation Committee continued to emphasize the importance of our long-term growth by providing substantial pay‑for‑performance compensation opportunities through the medium-term Strategic Plan Incentive Program (SPIP) and the Amended and Restated 2007 Long-Term Incentive Plan (2007 LTIP). For the
2018
SPIP grant, which is based on the diluted EPS growth in the three-year performance period from
2018
to
2020
, adjusted diluted EPS at December 31, 2017 of $3.99 serves as the baseline for the performance period, except that the Compensation Committee further considered the impact going forward of the lower tax rate under the Tax Cuts and Jobs Act (the TCJA) and therefore increased the baseline EPS to $4.74, thereby increasing the rigor of the award.
|
▪
|
The Compensation Committee determined the
2018
equity grants for all NEOs based on total compensation targets approximating the peer group median for total compensation; grants of restricted stock awards to our NEOs contain performance-based vesting criteria (return on invested capital).
|
▪
|
With regard to Mr. Perez de la Mesa’s
2018
compensation, the Compensation Committee kept the same compensation plan design intact with a salary increase of 2.0%, the same annual cash performance program potential, and the same medium-term SPIP and long-term equity components.
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(1)
|
The adjusted diluted EPS CAGR amounts are based on adjusted diluted 2018 EPS of $5.26, which excludes a $0.36 per diluted share benefit from the impact of Accounting Standards Update 2016-09,
Improvements to Employee Share‑Based Payment Accounting
(ASU 2016-09).
|
(2)
|
We calculated TSR based on changes in the market price of each company’s common stock plus dividends paid during the respective periods, if applicable, using information from company financial statements and various financial websites including
www.nasdaq.com.
In calculating TSR, we used stock-split adjusted amounts for both historical market prices and dividends paid.
|
(3)
|
As reported by Nasdaq.
|
•
|
In 2018, our total NEO compensation included that of our outgoing CEO, Mr. Perez de la Mesa, who retired effective December 31, 2018, as well as the compensation of his successor, Mr. Arvan;
|
•
|
Over the one-and three-year periods ended December 31, 2018, our TSR CAGR was
16.0%
and
23.7%
compared to our peer group median TSR CAGR of
(16.4)%
and
(0.5)%
, respectively, which resulted in higher payouts of performance awards than our peers; further, our stock price CAGR also exceeds that of the S&P MidCap 400 Index for all periods presented above; and
|
•
|
As discussed in the footnote below, the peer group compensation data used in our comparison is generally a year or more old.
|
Total Compensation
Above (Below) Peer Group Medians
(1)
|
||||||
Position
|
|
2018
Actual
|
|
2018 Plan Design
|
||
CEO
|
|
(28
|
)%
|
|
(23
|
)%
|
All Other NEOs
|
|
44
|
%
|
|
50
|
%
|
Total NEOs
|
|
10
|
%
|
|
16
|
%
|
(1)
|
Our Compensation Committee set our compensation plan design for fiscal
2018
in February
2018
. At that time, peer group compensation data for
2017
was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using
2016
compensation data.
|
•
|
align total compensation by design to the median total compensation of our peer group;
|
•
|
align compensation with our performance in achieving financial and non-financial objectives;
|
•
|
tie compensation to individual and group performance;
|
•
|
closely align incentive compensation with stockholders’ interests; and
|
•
|
promote equity ownership by executives through long-term performance compensation.
|
▪
|
organizational structure (public companies);
|
▪
|
type of business (primarily wholesale distribution);
|
▪
|
company size (based on revenue and market capitalization); and
|
▪
|
peer group size (number of peer companies).
|
Acuity Brands, Inc.
|
Fastenal Company
|
Sally Beauty Holdings, Inc.
|
Applied Industrial Technologies, Inc.
|
Helen of Troy Limited
|
ScanSource, Inc.
|
Beacon Roofing Supply, Inc.
|
Kaman Corporation
|
Steelcase Inc.
|
BMC Stock Holdings, Inc.
|
MRC Global, Inc.
|
Universal Forest Products, Inc.
|
Boise Cascade Company
|
MSC Industrial Direct Company, Inc.
|
Watsco, Inc.
|
Builders FirstSource, Inc.
|
NOW Inc.
|
Wesco Aircraft Holdings, Inc.
|
Essendant Inc.
|
Patterson Companies, Inc.
|
|
(in millions)
|
|
Revenue
|
|
Market capitalization
|
||||
POOL
(1)
|
|
$
|
2,571
|
|
|
$
|
4,550
|
|
Peer group median
(2)
|
|
3,266
|
|
|
2,025
|
|
(1)
|
POOL’s revenue reflects our most recent annual net sales (fiscal year
2016
) at the time of our analysis, and our market capitalization is as of October 2,
2017
.
|
(2)
|
The peer group median revenue represents the median annual net sales based on annual public filings available as of October
2017
; the peer group median market capitalization is as of October 2,
2017
.
|
Compensation Component
|
|
Key Characteristics
|
|
Purpose
|
Base salary
|
|
Conservative level of fixed cash compensation based on responsibility, experience and tenure
|
|
Provide a fixed, baseline level of cash compensation
|
Annual cash award
(annual bonus)
|
|
Annual cash payment tied to performance during the fiscal year relative to pre-established performance goals
|
|
Reward for achieving our annual financial and business goals
|
Strategic Plan Incentive Program (SPIP)
|
|
Medium-term cash performance opportunity
|
|
Provide a three-year, performance-based award subject to the achievement of specified earnings objectives, signifying achievement of strategic initiatives
|
Long-term equity awards
|
|
Variable compensation comprised of performance-based restricted stock awards, stock options, or a combination of the two
|
|
Align executive performance with stockholder interests and long-term goals
|
(1)
|
Our Compensation Committee set our compensation plan design for fiscal
2018
in February
2018
. At that time, peer group compensation data for
2017
was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using
2016
compensation data.
|
Name
|
|
Salary
|
|
Increase
|
|||
Manuel J. Perez de la Mesa
|
|
$
|
500,000
|
|
|
2.0
|
%
|
Mark W. Joslin
|
|
295,000
|
|
|
2.8
|
%
|
|
Peter D. Arvan
|
|
440,000
|
|
|
10.0
|
%
|
|
A. David Cook
|
|
317,000
|
|
|
3.3
|
%
|
|
Kenneth G. St. Romain
|
|
310,000
|
|
|
3.3
|
%
|
▪
|
specific financial measures (operating income and operational cash flow); and
|
▪
|
specific business objectives tailored to each NEO’s area of responsibility.
|
|
Operating Income
(1)
|
|
Operational
Cash Flow (2) |
|
Other
Specific Business Objectives (3) |
|
Maximum
Opportunity |
||||||||||||||||||||
|
$
|
294.8
|
|
$
|
305.7
|
|
$
|
316.6
|
|
$
|
327.5
|
|
$
|
338.4
|
|
$
|
348.3
|
|
|
80%
|
95%
|
105%
|
110%
|
|
|
||
Mr. Perez de la Mesa
|
15.0
|
%
|
30
|
%
|
45.0
|
%
|
60
|
%
|
100
|
%
|
140
|
%
|
|
—%
|
10%
|
23%
|
30%
|
|
30%
|
|
200%
|
||||||
Mr. Joslin
|
12.5
|
%
|
25
|
%
|
37.5
|
%
|
50
|
%
|
75
|
%
|
100
|
%
|
|
—%
|
5%
|
10%
|
10%
|
|
40%
|
|
150%
|
||||||
Mr. Arvan
|
15.0
|
%
|
30
|
%
|
45.0
|
%
|
60
|
%
|
100
|
%
|
140
|
%
|
|
—%
|
10%
|
23%
|
30%
|
|
30%
|
|
200%
|
||||||
Mr. Cook
|
10.0
|
%
|
20
|
%
|
30.0
|
%
|
40
|
%
|
60
|
%
|
80
|
%
|
|
—%
|
5%
|
10%
|
10%
|
|
110%
|
|
200%
|
||||||
Mr. St. Romain
|
10.0
|
%
|
20
|
%
|
30.0
|
%
|
40
|
%
|
60
|
%
|
80
|
%
|
|
—%
|
5%
|
10%
|
10%
|
|
60%
|
|
150%
|
(1)
|
Based on our potential operating income (in millions) for the year ended December 31,
2018
. The cash award earned is prorated based on operating income between
$294.8
million and
$348.3
million.
|
(2)
|
Based on our net cash provided by operating activities as a percentage of net income for the year ended December 31,
2018
. The cash award earned is prorated based on cash provided by operating activities as a percentage of net income between
80%
and
110%
for Mr. Perez de la Mesa and Mr. Arvan and between
80%
and
105%
for Messrs. Joslin, Cook and St. Romain.
|
(3)
|
Each executive’s respective business objectives reflects operational improvements related to his specific responsibilities, as described below.
|
|
|
|
|
|
Components as a % of Base Salary
|
||||||||||
|
Annual Bonus Earned
|
|
Bonus as a Percentage of Base Salary
|
|
Operating Income
(1)
|
|
Operational Cash Flow
(2)
|
|
Other Specific Business Objectives
(3)
|
||||||
Mr. Perez de la Mesa
|
$
|
356,661
|
|
|
71.3
|
%
|
|
41.2
|
%
|
|
6.7
|
%
|
|
23.4
|
%
|
Mr. Joslin
|
202,737
|
|
|
68.7
|
%
|
|
34.4
|
%
|
|
3.3
|
%
|
|
31.0
|
%
|
|
Mr. Arvan
|
313,862
|
|
|
71.3
|
%
|
|
41.2
|
%
|
|
6.7
|
%
|
|
23.4
|
%
|
|
Mr. Cook
|
302,637
|
|
|
95.5
|
%
|
|
27.6
|
%
|
|
3.3
|
%
|
|
64.6
|
%
|
|
Mr. St. Romain
|
177,886
|
|
|
57.4
|
%
|
|
27.6
|
%
|
|
3.3
|
%
|
|
26.5
|
%
|
(1)
|
We achieved operating income of
$313.9
million for the year ended December 31,
2018
.
|
(2)
|
Net cash provided by operations was
51%
of net income for the year ended December 31,
2018
. For the purpose of determining the achievement of the operational cash flow measure, the Compensation Committee authorized the use of adjusted net cash provided by operations, which excludes the timing difference from pre-price increase inventory purchases executed in the last half of 2018; adjusted cash flows from operations was
90%
of net income.
|
(3)
|
Each of the NEO’s respective business objectives reflects our focus on continued growth and improvement in execution over our past performance. In each case, these objectives represent stretch goals that each executive may or may not be able to achieve. The table below describes each NEO’s other specific business objectives, the bonus opportunity as a percentage of base salary for each, and the payout level achieved as a percentage of base salary for each.
|
Other Specific Business Objectives by NEO
|
|||||||
|
|
|
|
|
|||
Objective
|
|
Opportunity
|
|
Achievement
|
|||
Mr. Perez de la Mesa
|
|
|
|
|
|||
|
§
return on invested capital
|
|
10.0
|
%
|
|
3.4
|
%
|
|
§
organizational planning and development
|
|
10.0
|
%
|
|
10.0
|
%
|
|
§
executive management development
|
|
10.0
|
%
|
|
10.0
|
%
|
|
|
|
30.0
|
%
|
|
23.4
|
%
|
|
|
|
|
|
|
||
Mr. Joslin
|
|
|
|
|
|||
|
§
expense management and profitability improvement
|
|
15.0
|
%
|
|
7.0
|
%
|
|
§
strategic projects
|
|
20.0
|
%
|
|
19.0
|
%
|
|
§
credit and collections initiatives
|
|
5.0
|
%
|
|
5.0
|
%
|
|
|
|
40.0
|
%
|
|
31.0
|
%
|
|
|
|
|
|
|
||
Mr. Arvan
|
|
|
|
|
|||
|
§
return on invested capital
|
|
10.0
|
%
|
|
3.4
|
%
|
|
§
organizational planning and development
|
|
10.0
|
%
|
|
10.0
|
%
|
|
§
executive management development
|
|
10.0
|
%
|
|
10.0
|
%
|
|
|
|
30.0
|
%
|
|
23.4
|
%
|
|
|
|
|
|
|
||
Mr. Cook
|
|
|
|
|
|||
|
§
group profit
|
|
90.0
|
%
|
|
50.8
|
%
|
|
§
working capital management
|
|
10.0
|
%
|
|
7.5
|
%
|
|
§
strategic sourcing
|
|
5.0
|
%
|
|
5.0
|
%
|
|
§
gross margin
|
|
2.5
|
%
|
|
1.3
|
%
|
|
§
employee attrition reduction
|
|
2.5
|
%
|
|
—
|
%
|
|
|
|
110.0
|
%
|
|
64.6
|
%
|
|
|
|
|
|
|
||
Mr. St. Romain
|
|
|
|
|
|||
|
§
group profit
|
|
40.0
|
%
|
|
16.5
|
%
|
|
§
working capital management
|
|
10.0
|
%
|
|
7.5
|
%
|
|
§
packaged pool product management
|
|
5.0
|
%
|
|
2.5
|
%
|
|
§
gross margin
|
|
2.5
|
%
|
|
—
|
%
|
|
§
employee attrition reduction
|
|
2.5
|
%
|
|
—
|
%
|
|
|
|
60.0
|
%
|
|
26.5
|
%
|
|
|
|
|
|
|
CAGR
|
2020 EPS
|
Salary %
|
|
CAGR
|
2020 EPS
|
Salary %
|
||||
10%
|
|
$6.31
|
|
50%
|
|
16%
|
|
$7.40
|
|
120%
|
11%
|
6.48
|
|
60%
|
|
17%
|
7.59
|
|
140%
|
||
12%
|
6.66
|
|
70%
|
|
18%
|
7.79
|
|
160%
|
||
13%
|
6.84
|
|
80%
|
|
19%
|
7.99
|
|
180%
|
||
14%
|
7.02
|
|
90%
|
|
20%
|
8.19
|
|
200%
|
||
15%
|
7.21
|
|
100%
|
|
|
|
|
Three-Year
Performance Period
|
|
SPIP Payout as a Percentage of NEO Base Salaries
(1)
|
|
Three-Year EPS CAGR
|
|
||
January 1, 2016 - December 31, 2018
(2)
|
|
101.6
|
%
|
|
15.1
|
%
|
|
January 1, 2015 - December 31, 2017
(3)
|
|
156.0
|
%
|
|
17.8
|
%
|
|
January 1, 2014 - December 31, 2016
(4)
|
|
186.0
|
%
|
|
19.3
|
%
|
|
(1)
|
Mr. Arvan joined our company in January 2017 and was not a participant in the SPIP for the performance period ended December 31, 2017; he did receive a pro‑rated payout for the performance period ended December 31, 2018.
|
(2)
|
We calculated the three-year EPS CAGR using 2018 adjusted diluted EPS, which excludes a $1.20 per diluted share benefit from the lower federal tax rate under the TCJA and the tax benefit from ASU 2016-09.
|
(3)
|
We calculated the three-year EPS CAGR using 2017 adjusted diluted EPS, which excludes a $0.28 per diluted share benefit from the impact of the TCJA and a $0.24 per diluted share benefit from the impact of ASU 2016-09.
|
(4)
|
We calculated the three-year EPS CAGR using 2016 adjusted diluted EPS, which excludes a $0.01 per diluted share impact of a non-cash goodwill impairment charge.
|
Grant Year
|
|
Three-Year
Performance Period
|
|
Baseline EPS
(1)
|
|
Minimum EPS
for Payout
(10% CAGR)
|
|
Maximum EPS for Payout
(20% CAGR)
|
||||||
2017
|
|
January 1, 2017 - December 31, 2019
|
|
|
$3.48
|
|
|
|
$4.63
|
|
|
|
$6.01
|
|
2018
|
|
January 1, 2018 - December 31, 2020
|
|
|
$4.74
|
|
|
|
$6.31
|
|
|
|
$8.19
|
|
2019
|
|
January 1, 2019 - December 31, 2021
|
|
|
$5.26
|
|
|
|
$7.00
|
|
|
|
$9.09
|
|
(1)
|
For the 2017 grant, 2016 adjusted diluted EPS of $3.48 serves as the baseline for the performance period. For the 2018 grant, 2017 adjusted diluted EPS of $3.99 serves as the baseline for the performance period, except that the Compensation Committee further considered the impact going forward of the lower tax rate under the TCJA and therefore increased the baseline EPS to $4.74, thereby increasing the rigor of the award. For the 2019 grant, the Compensation Committee set the baseline EPS at $5.26 per diluted share, which excludes a $0.36 per diluted share benefit from ASU 2016-09 from 2018 diluted EPS.
|
Employee’s Length of Service to the Company
|
|
Award Vesting Schedule
|
Less than five years
|
|
100% vest five years after the grant date
|
More than five years
|
|
50% vest three years after the grant date
50% vest five years after the grant date
|
(1)
|
Our Compensation Committee granted equity awards for fiscal
2018
in February
2018
. At that time, peer group compensation data for
2017
was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using
2016
compensation data.
|
Position
|
|
Equity Ownership Guidelines
|
CEO
|
|
5x base salary
|
Vice presidents
|
|
2x base salary
|
Directors (other than the CEO)
|
|
3x annual cash retainer
|
Name and Principal Position
(1)
|
|
Year
|
|
Salary
|
|
Stock
Awards (2) |
|
Option
Awards
(3)
|
|
Non-Equity Incentive Plan
Compensation
(4)
|
|
All Other
Compensation
(5)
|
|
Total
|
||||||||||||
Manuel J. Perez de la Mesa
|
|
2018
|
|
$
|
500,000
|
|
|
$
|
993,816
|
|
|
$
|
809,460
|
|
|
$
|
864,879
|
|
|
$
|
114,310
|
|
|
$
|
3,282,465
|
|
President and Chief
|
|
2017
|
|
490,000
|
|
|
1,053,360
|
|
|
957,600
|
|
|
1,244,600
|
|
|
114,215
|
|
|
3,859,775
|
|
||||||
Executive Officer
|
|
2016
|
|
480,000
|
|
|
1,050,360
|
|
|
859,650
|
|
|
1,698,357
|
|
|
89,151
|
|
|
4,177,518
|
|
||||||
Mark W. Joslin
|
|
2018
|
|
295,000
|
|
|
828,180
|
|
|
—
|
|
|
502,586
|
|
|
67,456
|
|
|
1,693,222
|
|
||||||
Senior Vice President and
|
|
2017
|
|
287,000
|
|
|
877,800
|
|
|
—
|
|
|
668,796
|
|
|
90,148
|
|
|
1,923,744
|
|
||||||
Chief Financial Officer
|
|
2016
|
|
279,000
|
|
|
727,020
|
|
|
—
|
|
|
874,175
|
|
|
59,605
|
|
|
1,939,800
|
|
||||||
Peter D. Arvan
|
|
2018
|
|
440,000
|
|
|
1,518,330
|
|
|
—
|
|
|
537,478
|
|
|
60,180
|
|
|
2,555,988
|
|
||||||
Executive Vice President and
|
|
2017
|
|
400,000
|
|
|
1,500,014
|
|
|
—
|
|
|
337,960
|
|
|
36,979
|
|
|
2,274,953
|
|
||||||
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
A. David Cook
|
|
2018
|
|
317,000
|
|
|
828,180
|
|
|
—
|
|
|
624,847
|
|
|
70,586
|
|
|
1,840,613
|
|
||||||
Group Vice President
|
|
2017
|
|
307,000
|
|
|
877,800
|
|
|
—
|
|
|
756,141
|
|
|
73,321
|
|
|
2,014,262
|
|
||||||
|
|
2016
|
|
301,000
|
|
|
727,020
|
|
|
—
|
|
|
902,471
|
|
|
49,418
|
|
|
1,979,909
|
|
||||||
Kenneth G. St. Romain
|
|
2018
|
|
310,000
|
|
|
828,180
|
|
|
—
|
|
|
492,981
|
|
|
81,217
|
|
|
1,712,378
|
|
||||||
Group Vice President
|
|
2017
|
|
300,000
|
|
|
877,800
|
|
|
—
|
|
|
682,800
|
|
|
83,352
|
|
|
1,943,952
|
|
||||||
|
|
2016
|
|
290,000
|
|
|
727,020
|
|
|
—
|
|
|
909,510
|
|
|
68,927
|
|
|
1,995,457
|
|
(1)
|
Mr. Perez de la Mesa retired from his position as president and CEO effective December 31, 2018; the Board appointed Mr. Arvan as president and CEO effective January 1, 2019.
|
(2)
|
Amounts shown do not reflect compensation actually received by the NEOs. Instead, these amounts reflect the total estimated grant date fair value for the stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
|
(3)
|
Amounts shown do not reflect compensation actually received by the NEOs. Instead, these amounts reflect the total estimated grant date fair value for option awards, determined using the Black-Scholes option valuation method in accordance with FASB ASC Topic 718. Information related to assumptions used in the calculation of the estimated fair value of option awards granted in
2016
,
2017
and
2018
are included in Note 6 to our audited financial statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2018
filed with the SEC on February 27,
2019
.
|
(4)
|
The amounts for each NEO consist of payouts under our annual cash performance award program and our SPIP, as set forth below:
|
Name
|
|
Year
|
|
Annual Cash
Performance Award
|
|
SPIP Payout
|
||||
Mr. Perez de la Mesa
|
|
2018
|
|
$
|
356,661
|
|
|
$
|
508,218
|
|
|
|
2017
|
|
480,200
|
|
|
764,400
|
|
||
|
|
2016
|
|
806,400
|
|
|
891,957
|
|
||
Mr. Joslin
|
|
2018
|
|
202,737
|
|
|
299,849
|
|
||
|
|
2017
|
|
221,076
|
|
|
447,720
|
|
||
|
|
2016
|
|
355,725
|
|
|
518,450
|
|
||
Mr. Arvan
|
|
2018
|
|
313,862
|
|
|
223,616
|
|
||
|
|
2017
|
|
337,960
|
|
|
—
|
|
||
Mr. Cook
|
|
2018
|
|
302,637
|
|
|
322,210
|
|
||
|
|
2017
|
|
277,221
|
|
|
478,920
|
|
||
|
|
2016
|
|
343,140
|
|
|
559,331
|
|
||
Mr. St. Romain
|
|
2018
|
|
177,886
|
|
|
315,095
|
|
||
|
|
2017
|
|
214,800
|
|
|
468,000
|
|
||
|
|
2016
|
|
370,620
|
|
|
538,890
|
|
(5)
|
For details of the components of this category, please see the following All Other Compensation Table below.
|
Name
|
|
Year
|
|
Company Matching
Contributions
to Defined
Contribution
Plans
|
|
Vehicle
(1)
|
|
Other
(2)
|
||||||
Mr. Perez de la Mesa
|
|
2018
|
|
$
|
69,776
|
|
|
$
|
33,194
|
|
|
$
|
11,340
|
|
|
|
2017
|
|
87,526
|
|
|
14,379
|
|
|
12,310
|
|
|||
|
|
2016
|
|
65,513
|
|
|
14,386
|
|
|
9,252
|
|
|||
Mr. Joslin
|
|
2018
|
|
38,546
|
|
|
15,437
|
|
|
13,473
|
|
|||
|
|
2017
|
|
56,810
|
|
|
19,846
|
|
|
13,492
|
|
|||
|
|
2016
|
|
37,646
|
|
|
12,539
|
|
|
9,420
|
|
|||
Mr. Arvan
|
|
2018
|
|
31,088
|
|
|
17,471
|
|
|
11,621
|
|
|||
|
|
2017
|
|
14,770
|
|
|
13,537
|
|
|
8,672
|
|
|||
Mr. Cook
|
|
2018
|
|
42,918
|
|
|
13,633
|
|
|
14,035
|
|
|||
|
|
2017
|
|
48,374
|
|
|
14,585
|
|
|
10,362
|
|
|||
|
|
2016
|
|
20,594
|
|
|
21,564
|
|
|
7,260
|
|
|||
Mr. St. Romain
|
|
2018
|
|
39,704
|
|
|
26,117
|
|
|
15,396
|
|
|||
|
|
2017
|
|
48,373
|
|
|
19,420
|
|
|
15,559
|
|
|||
|
|
2016
|
|
35,794
|
|
|
19,628
|
|
|
13,505
|
|
(1)
|
Reflects amounts related to vehicle depreciation, maintenance and insurance expenses for vehicles provided to the NEOs, which may be used for both business and personal purposes. Mr. Perez de la Mesa’s 2018 total includes $23,399 in other compensation related to his purchase of a company vehicle, and Mr. St. Romain’s 2018 total includes $6,819 in other compensation related to the sale of his company vehicle.
|
(2)
|
Includes medical, dental, and disability insurance premiums and the related tax gross-up amounts.
|
Median employee annual total compensation
|
$
|
43,800
|
|
Mr. Perez de la Mesa annual total compensation
|
$
|
3,282,465
|
|
Ratio of CEO to median employee compensation
|
75:1
|
|
Name
|
Grant Date
|
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
Target
(#)
|
All Other
Option Awards: Number of Securities Underlying
Options
(#)
|
Exercise or
Base Price
of Option Awards
($/Sh)
|
Grant Date
Fair Value of Stock and
Option
Awards
($)
|
|||||||||
Threshold
($) |
Target
($)
|
Maximum
($)
|
|||||||||||||
Manuel J. Perez de la Mesa
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
18,000
|
(4)
|
138.03
|
809,460
|
|
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
7,200
|
(5)
|
N/A
|
|
N/A
|
993,816
|
|
|
02/28/2018
|
(2)
|
N/A
|
|
500,000
|
|
1,000,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
|
02/28/2018
|
(3)
|
250,000
|
|
500,000
|
|
1,000,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
Mark W. Joslin
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
6,000
|
(5)
|
N/A
|
|
N/A
|
828,180
|
|
|
02/28/2018
|
(2)
|
N/A
|
|
221,250
|
|
442,500
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
|
02/28/2018
|
(3)
|
147,500
|
|
295,000
|
|
590,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
Peter D. Arvan
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
11,000
|
(5)
|
N/A
|
|
N/A
|
1,518,330
|
|
|
02/28/2018
|
(2)
|
N/A
|
|
440,000
|
|
880,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
|
02/28/2018
|
(3)
|
220,000
|
|
440,000
|
|
880,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
A. David Cook
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
6,000
|
(5)
|
N/A
|
|
N/A
|
828,180
|
|
|
02/28/2018
|
(2)
|
N/A
|
|
317,000
|
|
634,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
|
02/28/2018
|
(3)
|
158,500
|
|
317,000
|
|
634,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
Kenneth G. St. Romain
|
02/28/2018
|
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
6,000
|
(5)
|
N/A
|
|
N/A
|
828,180
|
|
|
02/28/2018
|
(2)
|
N/A
|
|
232,500
|
|
465,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
|
02/28/2018
|
(3)
|
155,000
|
|
310,000
|
|
620,000
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
(1)
|
Granted under our 2007 LTIP.
|
(2)
|
Reflects grants under our Annual Bonus Program. See Compensation Discussion and Analysis, “
Annual Incentive Plan.
” The target and maximum amounts included in this table reflect the potential payments based on
2018
performance; the actual annual performance award payment amounts for
2018
are disclosed in the “Non‑Equity Incentive Plan Compensation” column in the Summary Compensation Table. The target payouts included in this table reflect 100% of the
2018
base salary amount for Messrs. Perez de la Mesa, Arvan and Cook and 75% of the
2018
base salary amounts for Messrs. Joslin and St. Romain. The maximum potential payouts are 200% for Messrs. Perez de la Mesa, Arvan and Cook and 150% for Messrs. Joslin and St. Romain.
|
(3)
|
Reflects grants under our SPIP for the three-year performance period that commenced January 1,
2018
and will end December 31,
2020
. Target SPIP payout amounts are based on 100% of
2018
base salaries for each NEO. The threshold SPIP payments reflect 50% of the
2018
base salaries and the maximum potential SPIP payouts reflect 200% of
2018
base salaries.
|
(4)
|
This stock option grant cliff vests 50% after three years and 50% after five years.
|
(5)
|
Each of these restricted stock grants cliff vests 50% after three years and 50% after five years, except for Mr. Arvan’s grant, which vests 100% after five years, in all cases subject to the achievement of applicable performance criteria. See Compensation Discussion and Analysis “
Long-Term Equity Award”
for a discussion of the criteria.
|
|
|
Option Awards
|
Stock Awards
|
||||||||||||
Name
|
Grant
Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities
Underlying
Unexercised Options (#) Unexercisable
|
Option
Exercise Price
($/Sh)
|
Option
Expiration
Date
|
Number of
Shares or Units
of Stock that Have Not Vested (#)
|
Market Value of Shares or Units
that Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||||
Mr. Perez de la Mesa
|
05/05/09
|
89,252
|
-
|
|
18.44
|
|
05/05/19
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/23/10
|
160,000
|
-
|
|
20.32
|
|
02/23/20
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
03/02/11
|
160,000
|
-
|
|
24.50
|
|
03/02/21
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/28/12
|
105,000
|
-
|
|
37.13
|
|
02/28/22
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/13
|
90,000
|
-
|
|
45.61
|
|
02/27/23
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/14
|
18,750
|
18,750
|
(1)
|
58.26
|
|
02/27/24
|
7,500
|
(6)
|
1,114,875
|
(13)
|
N/A
|
|
N/A
|
|
|
02/26/15
|
18,750
|
18,750
|
(2)
|
69.85
|
|
02/26/25
|
7,500
|
(7)
|
1,114,875
|
(13)
|
N/A
|
|
N/A
|
|
|
02/25/16
|
-
|
30,000
|
(3)
|
80.78
|
|
02/25/26
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
05/04/16
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
12,000
|
(9)
|
1,783,800
|
(13)
|
|
03/01/17
|
-
|
22,500
|
(4)
|
117.04
|
|
03/01/27
|
N/A
|
|
N/A
|
|
9,000
|
(10)
|
1,337,850
|
(13)
|
|
02/28/18
|
-
|
18,000
|
(5)
|
138.03
|
|
02/28/28
|
N/A
|
|
N/A
|
|
7,200
|
(12)
|
1,070,280
|
(13)
|
Mr. Joslin
|
05/05/09
|
13,000
|
-
|
|
18.44
|
|
05/05/19
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/14
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
5,000
|
(6)
|
743,250
|
(13)
|
N/A
|
|
N/A
|
|
|
02/26/15
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
5,000
|
(7)
|
743,250
|
(13)
|
N/A
|
|
N/A
|
|
|
02/25/16
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
9,000
|
(8)
|
1,337,850
|
(13)
|
|
03/01/17
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
7,500
|
(10)
|
1,114,875
|
(13)
|
|
02/28/18
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
6,000
|
(12)
|
891,900
|
(13)
|
Mr. Arvan
|
01/03/17
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
14,335
|
(11)
|
2,130,898
|
(13)
|
|
02/28/18
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
11,000
|
(12)
|
1,635,150
|
(13)
|
Mr. Cook
|
05/05/09
|
20,000
|
-
|
|
18.44
|
|
05/05/19
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/14
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
5,000
|
(6)
|
743,250
|
(13)
|
N/A
|
|
N/A
|
|
|
02/26/15
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
5,000
|
(7)
|
743,250
|
(13)
|
N/A
|
|
N/A
|
|
|
02/25/16
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
9,000
|
(8)
|
1,337,850
|
(13)
|
|
03/01/17
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
7,500
|
(10)
|
1,114,875
|
(13)
|
|
02/28/18
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
6,000
|
(12)
|
891,900
|
(13)
|
|
|
Option Awards
|
Stock Awards
|
||||||||||||
Name
|
Grant
Date |
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($/Sh) |
Option
Expiration Date |
Number of
Shares or Units of Stock that Have Not Vested (#) |
Market Value of Shares or Units
that Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||||
Mr. St. Romain
|
05/05/09
|
60,000
|
-
|
|
18.44
|
|
05/05/19
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/23/10
|
60,000
|
-
|
|
20.32
|
|
02/23/20
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
03/02/11
|
60,000
|
-
|
|
24.50
|
|
03/02/21
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/28/12
|
27,000
|
-
|
|
37.13
|
|
02/28/22
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/13
|
15,000
|
-
|
|
45.61
|
|
02/27/23
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
02/27/14
|
3,125
|
3,125
|
(1)
|
58.26
|
|
02/27/24
|
3,750
|
(6)
|
557,438
|
(13)
|
N/A
|
|
N/A
|
|
|
02/26/15
|
3,125
|
3,125
|
(2)
|
69.85
|
|
02/26/25
|
3,750
|
(7)
|
557,438
|
(13)
|
N/A
|
|
N/A
|
|
|
02/25/16
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
9,000
|
(8)
|
1,337,850
|
(13)
|
|
03/01/17
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
7,500
|
(10)
|
1,114,875
|
(13)
|
|
02/28/18
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
|
6,000
|
(12)
|
891,900
|
(13)
|
(1)
|
These options vested on February 27, 2019.
|
(2)
|
These options will vest on February 26, 2020.
|
(3)
|
These options vested 50% on February 25, 2019 and 50% will vest on February 25, 2021.
|
(4)
|
These options will vest 50% on March 1, 2020 and 50% on March 1, 2022.
|
(5)
|
These options will vest 50% on February 28, 2021 and 50% on February 28, 2023.
|
(6)
|
These shares vested on February 27, 2019.
|
(7)
|
These shares will vest on February 26, 2020.
|
(8)
|
These shares vested 50% on March 15, 2019 and 50% will vest on February 25, 2021 if the performance-based vesting criteria is met.
|
(9)
|
These shares will vest 50% on May 4, 2019 and 50% on May 4, 2021 if the performance-based vesting criteria is met.
|
(10)
|
These shares will vest 50% on March 15, 2020 and 50% on March 1, 2022 if the performance-based vesting criteria is met.
|
(11)
|
These shares will vest on January 3, 2022 if the performance-based vesting criteria is met.
|
(12)
|
These shares will vest 50% on March 15, 2021 and 50% on February 28, 2023 if the performance-based vesting criteria is met.
|
(13)
|
Based on the market value of
$148.65
per share of our Common Stock on December 31,
2018
.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of
Shares Acquired Upon Exercise (#) |
|
Value Realized
Upon Exercise ($) |
|
Number of
Shares Acquired Upon Vesting (#) |
|
Value Realized
Upon Vesting ($) |
||||||
Manuel J. Perez de la Mesa
|
|
100,748
|
|
|
$
|
13,824,468
|
|
|
7,500
|
|
|
$
|
1,068,975
|
|
Mark W. Joslin
|
|
66,000
|
|
|
8,434,507
|
|
|
11,000
|
|
|
1,556,010
|
|
||
Peter D. Arvan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
A. David Cook
|
|
58,000
|
|
|
7,584,350
|
|
|
11,000
|
|
|
1,556,010
|
|
||
Kenneth G. St. Romain
|
|
40,000
|
|
|
5,024,630
|
|
|
6,750
|
|
|
956,168
|
|
Name of Fund
|
|
Rate of Return
|
|
Name of Fund
|
|
Rate of Return
|
||
Artisan International Fund
|
|
(10.86
|
)%
|
|
TRP Retirement 2015 Fund
|
|
(4.17
|
)%
|
Goldman Sachs Small Cap Value Fund
|
|
(14.02
|
)%
|
|
TRP Retirement 2020 Fund
|
|
(4.94
|
)%
|
Delaware Value Fund
|
|
(2.91
|
)%
|
|
TRP Retirement 2025 Fund
|
|
(5.62
|
)%
|
TRP Growth Stock Fund
|
|
(1.03
|
)%
|
|
TRP Retirement 2030 Fund
|
|
(6.28
|
)%
|
TRP Mid-Cap Growth Fund
|
|
(2.04
|
)%
|
|
TRP Retirement 2035 Fund
|
|
(6.87
|
)%
|
TRP Government Money Fund
|
|
1.48
|
%
|
|
TRP Retirement 2040 Fund
|
|
(7.32
|
)%
|
Vanguard 500 Index Fund
|
|
(4.43
|
)%
|
|
TRP Retirement 2045 Fund
|
|
(7.57
|
)%
|
TRP Small Cap Stock Fund
|
|
(3.24
|
)%
|
|
TRP Retirement 2050 Fund
|
|
(7.58
|
)%
|
JP Morgan Mid-Cap Value
|
|
(11.65
|
)%
|
|
TRP Retirement 2055 Fund
|
|
(7.62
|
)%
|
Dodge & Cox Income Fund
|
|
(0.31
|
)%
|
|
TRP Retirement 2060 Fund
|
|
(7.57
|
)%
|
TRP Retirement 2005 Fund
|
|
(3.26
|
)%
|
|
TRP Value Fund
|
|
(9.44
|
)%
|
TRP Retirement 2010 Fund
|
|
(3.61
|
)%
|
|
|
|
|
Name
|
|
Executive
Contributions
in Last FY
|
|
Company
Contributions
in Last FY
(1)
|
|
Aggregate
Losses in
Last FY
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance
at Last FYE
|
|
||||||||||
Manuel J. Perez de la Mesa
|
|
$
|
87,221
|
|
|
$
|
58,776
|
|
|
$
|
(101,509
|
)
|
|
$
|
—
|
|
|
$
|
2,063,534
|
|
(2)
|
Mark W. Joslin
|
|
48,182
|
|
|
24,287
|
|
|
(145,162
|
)
|
|
—
|
|
|
2,778,242
|
|
(3)
|
|||||
Peter D. Arvan
|
|
89,553
|
|
|
15,108
|
|
|
(6,086
|
)
|
|
—
|
|
|
127,418
|
|
(4)
|
|||||
A. David Cook
|
|
198,750
|
|
|
30,982
|
|
|
(36,552
|
)
|
|
(67,299
|
)
|
|
583,886
|
|
(5)
|
|||||
Kenneth G. St. Romain
|
|
79,409
|
|
|
28,704
|
|
|
(58,716
|
)
|
|
—
|
|
|
866,425
|
|
(6)
|
(1)
|
These amounts are included in the Summary Compensation Table within All Other Compensation.
|
(2)
|
Includes Company contributions of $76,727 in
2017
and $54,913 in
2016
disclosed in the Summary Compensation Table (All Other Compensation).
|
(3)
|
Includes Company contributions of $46,010 in
2017
and $27,046 in
2016
disclosed in the Summary Compensation Table (All Other Compensation).
|
(4)
|
Includes Company contributions of $8,769 in
2017
disclosed in the Summary Compensation Table (All Other Compensation).
|
(5)
|
Includes Company contributions of $37,574 in
2017
and $9,994 in
2016
disclosed in the Summary Compensation Table (All Other Compensation).
|
(6)
|
Includes Company contributions of $37,573 in
2017
and $25,195 in
2016
disclosed in the Summary Compensation Table (All Other Compensation).
|
▪
|
immediately vest and become fully exercisable upon a change of control, death or disability;
|
▪
|
remain exercisable and continue to vest in accordance with the original vesting schedule upon retirement (which is defined as attainment of the age of 55 years or more and continuous service to us for a period of at least ten years), provided the recipient complies with certain restrictive covenants;
|
▪
|
be forfeited, whether or not then exercisable, upon termination for cause; and
|
▪
|
remain exercisable for the shorter of 90 days or the remaining term upon a termination without cause, unless the Compensation Committee, in its discretion, allows the options to continue to vest in accordance with their original schedule and maintain their original termination date.
|
▪
|
fully vest upon a change of control, death or disability;
|
▪
|
continue to vest in accordance with the original vesting schedule upon retirement, provided the recipient complies with certain restrictive covenants; and
|
▪
|
be forfeited upon any other termination of employment, whether voluntary or involuntary, unless the Compensation Committee, in its discretion, provides otherwise.
|
|
|
Number of Shares
Underlying Unvested Awards
|
|
Unrealized Value of
Unvested Awards
|
||||||||||||||
Name
|
|
Option
Awards
|
|
Stock
Awards
|
|
Option
Awards
(1)
|
|
Stock
Awards
(2)
|
|
Total
Awards
|
||||||||
Manuel J. Perez de la Mesa
|
|
18,750
|
|
|
7,500
|
|
|
$
|
1,694,813
|
|
|
$
|
1,114,875
|
|
|
$
|
2,809,688
|
|
Mark W. Joslin
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
743,250
|
|
|
743,250
|
|
|||
Peter D. Arvan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
A. David Cook
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
743,250
|
|
|
743,250
|
|
|||
Kenneth G. St. Romain
|
|
3,125
|
|
|
3,750
|
|
|
282,469
|
|
|
557,438
|
|
|
839,907
|
|
|
|
Number of Shares
Underlying Unvested Awards
|
|
Unrealized Value of
Unvested Awards
|
||||||||||||||
Name
|
|
Option
Awards
|
|
Stock
Awards
|
|
Option
Awards
(1)
|
|
Stock
Awards
(2)
|
|
Total
Awards
|
||||||||
Manuel J. Perez de la Mesa
|
|
89,250
|
|
|
35,700
|
|
|
$
|
4,415,985
|
|
|
$
|
5,306,805
|
|
|
$
|
9,722,790
|
|
Mark W. Joslin
|
|
—
|
|
|
27,500
|
|
|
—
|
|
|
4,087,875
|
|
|
4,087,875
|
|
|||
Peter D. Arvan
|
|
—
|
|
|
25,335
|
|
|
—
|
|
|
3,766,048
|
|
|
3,766,048
|
|
|||
A. David Cook
|
|
—
|
|
|
27,500
|
|
|
—
|
|
|
4,087,875
|
|
|
4,087,875
|
|
|||
Kenneth G. St. Romain
|
|
3,125
|
|
|
26,250
|
|
|
246,250
|
|
|
3,902,063
|
|
|
4,148,313
|
|
(1)
|
We calculated by multiplying the number of unvested in-the-money stock options by the closing price of our Common Stock as of December 31,
2018
and then deducting the aggregate exercise price for these options.
|
(2)
|
We calculated by multiplying the number of shares of unvested restricted stock by the closing price of our Common Stock as of December 31,
2018
.
|
Name
|
|
Maximum Cash Payout
upon Termination
Without Cause
|
||
Manuel J. Perez de la Mesa
|
|
$
|
250,000
|
|
Mark W. Joslin
|
|
73,750
|
|
|
Peter D. Arvan
|
|
220,000
|
|
|
A. David Cook
|
|
79,250
|
|
|
Kenneth G. St. Romain
|
|
77,500
|
|
Committee
|
|
Chairman Fee
|
|
Member Fee
|
||||
Audit
|
|
$
|
20,000
|
|
|
$
|
10,000
|
|
Compensation
|
|
15,000
|
|
|
10,500
|
|
||
Nominating and Corporate Governance
|
|
15,000
|
|
|
7,500
|
|
||
Strategic Planning
|
|
15,000
|
|
|
7,500
|
|
Name
|
|
Fees Earned or Paid
in Cash |
|
Stock
Awards (1) |
|
|
Total
|
||||||
Andrew W. Code
|
|
$
|
65,433
|
|
(2)
|
$
|
120,054
|
|
|
|
$
|
185,487
|
|
Timothy M. Graven
|
|
82,500
|
|
|
120,054
|
|
|
|
202,554
|
|
|||
Debra S. Oler
|
|
9,166
|
|
|
—
|
|
|
|
9,166
|
|
|||
Harlan F. Seymour
|
|
92,500
|
|
|
120,054
|
|
|
|
212,554
|
|
|||
Robert C. Sledd
|
|
75,500
|
|
|
120,054
|
|
|
|
195,554
|
|
|||
John E. Stokely
|
|
121,667
|
|
|
120,054
|
|
|
|
241,721
|
|
|||
David G. Whalen
|
|
72,500
|
|
|
120,054
|
|
|
|
192,554
|
|
(1)
|
Amounts shown do not reflect compensation actually received by the directors. Instead, these amounts reflect the total estimated grant date fair value of the stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with FASB ASC Topic 718.
|
(2)
|
The amount reported in this column represents the grant date fair value of the stock awards Mr. Code opted to receive in lieu of cash compensation.
|
Director
|
|
Options
Outstanding and Exercisable |
|
Stock Awards
Outstanding |
||
Mr. Code
|
|
—
|
|
|
1,338
|
|
Mr. Graven
|
|
—
|
|
|
866
|
|
Ms. Oler
|
|
—
|
|
|
—
|
|
Mr. Seymour
|
|
—
|
|
|
866
|
|
Mr. Sledd
|
|
8,696
|
|
|
866
|
|
Mr. Stokely
|
|
—
|
|
|
866
|
|
Mr. Whalen
|
|
—
|
|
|
866
|
|
|
|
|
|
|
||||
|
|
2018
|
|
2017
|
||||
Audit fees
(1)
|
|
$
|
1,220,698
|
|
|
$
|
1,192,000
|
|
Audit-related fees
|
|
—
|
|
|
—
|
|
||
Tax fees
(2)
|
|
43,492
|
|
|
29,892
|
|
||
Total
|
|
$
|
1,264,190
|
|
|
$
|
1,221,892
|
|
(1)
|
Audit fees pertain to the audit of the financial statements included in our Annual Report on Form 10‑K, the audit of our internal control over financial reporting and the review of the financial statements included in our Quarterly Reports on Form 10‑Q. Audit fees for both years also include services for the statutory audits of certain of our international operations.
|
(2)
|
Tax fees relate to employment tax advisory services billed in 2018 and 2017 and franchise tax advisory services billed in 2018.
|
|
|
|
|
|
|
|
|
|
POOL CORPORATION 109 NORTHPARK BOULEVARD COVINGTON, LOUISIANA 70433 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POOL CORPORATION The undersigned hereby appoints Jennifer M. Neil and Melanie M. Housey Hart, or either of them, as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all shares of Common Stock of Pool Corporation (the “Company”) held of record by the undersigned on March 14, 2019, at the annual meeting of stockholders to be held at the Company’s headquarters at 109 Northpark Boulevard, Covington, Louisiana 70433, on May 1, 2019, or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no directions are given, this proxy will be voted FOR all of the director nominees named on the reverse side and FOR proposals 2 and 3. The proxy holders named above will vote as recommended by the Board of Directors on any other matter that may properly come before the meeting. Continued and to be signed on the reverse side |
||
|
||
|
||
|
1 Year Pool Chart |
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