We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
AK Steel Holding Corp | NYSE:AKS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.55 | 0 | 01:00:00 |
|
Delaware
|
|
31-1401455
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock $0.01 Par Value
|
AKS
|
The New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Dennis C. Cuneo
|
Director Since: January 21, 2008
Age: 70
Current Principal Occupation:
Partner, Washington DC office, Fisher & Phillips LLP; President, DC Strategic Advisors, LLC
Current AK Steel Board Committees:
• Corporate Sustainability (Chair)
• Nominating & Governance
|
Other Public Company Boards:*
Current
• BorgWarner Inc. (2009 - present)
Prior - None
Education:
• Bachelor of Science in Business Administration degree from Gannon College
• Master of Business Administration degree from Kent State University
• Juris Doctor degree from Loyola University
|
*
|
Included in this section for Mr. Cuneo, and similarly for all other Directors, are all directorships at public companies and registered investment companies held currently or at any time since January 1, 2015.
|
Sheri H. Edison
|
Director Since: August 1, 2014
Age: 63
Current Principal Occupation:
Executive Vice President and General Counsel, AMCOR PLC
Current AK Steel Board Committees:
• Management Development & Compensation
• Nominating & Governance
|
Other Public Company Boards:
Current - None
Prior - None
Education:
• Bachelor of Arts degree in History and Journalism from the University of Southern California
• Juris Doctor degree from Northwestern University School of Law
|
Prior Significant Positions Held:
|
Chief Legal Officer of Bemis Company from 2010 to 2019; Senior Vice President, Chief Administrative Officer and Assistant Secretary of Hill-Rom, Inc. from 2007 to 2010; Vice President, Global Quality System, General Counsel, and Secretary of Hill-Rom, Inc. from 2006 to 2007; Vice President, General Counsel and Secretary of Hill-Rom, Inc. from 2003 to 2007; Vice President and General Counsel and Secretary of Batesville Casket Company, Inc. from 2002 to 2003; Assistant General Counsel of LTV Steel Company from 1999 to 2002.
|
|
|
Other Information:
|
Member of Board of Directors of American Family Insurance Mutual Holding Company, Member, National Association of Corporate Directors (NACD) and NACD Fellow; Member of Board of Directors of Fox Valley Community Foundation; Alumnae, DirectWomen Board Institute; Member of Board of Directors of the Waisman Center, University of Wisconsin, Madison.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Ms. Edison brings valuable knowledge and insight to the Board as a current executive officer of a large, publicly-traded manufacturer, as well as by virtue of her prior steel industry experience. As Executive Vice President and General Counsel of AMCOR PLC, she is able to share with the Board her experience and acumen dealing with the contemporary, evolving issues present in a complex, global manufacturer. In addition, Ms. Edison’s service at Amcor and her prior roles in the legal department of other large manufacturing companies enables her to contribute a broad and deep understanding of the dynamic environment with respect to the legal, regulatory, enterprise risk and corporate governance issues that we regularly face. Ms. Edison also brings direct knowledge and experience from the steel industry, having previously served in a senior management position with LTV Steel Company.
|
Mark G. Essig
|
Director Since: November 1, 2013
Age: 62
Current Principal Occupation:
President and Chief Executive Officer, Phoenix Services LLC
Current AK Steel Board Committees:
• Finance (Chair)
• Audit
|
Other Public Company Boards:
Current - None
Prior - None
Education:
• Bachelor degree from Loyola University
• Master of Business Administration degree from the University of Illinois
|
Prior Significant Positions Held:
|
Chief Executive Officer of FKI Security Group from 2012 to 2018. Chief Executive Officer of RathGibson LLC from 2011 to 2012; President and CEO of Sangamon Industries LLC from 2008 to 2011; Chief Executive Officer of Aviation, Power & Marine, Inc. from 2009 to 2010; President and CEO of Barjan LLC from 2002 to 2008; Chief Executive Officer, President and Chairman of the Board of GS Industries from 1998 to 2002; held several positions at AK Steel, including Executive Vice President-Operations and Sales from 1997 to January 1998, Executive Vice President-Sales 1994 to 1997, Vice President-Sales and Marketing from 1992 to 1994 and Assistant to CEO and Vice President-Human Resources in 1992; Chief Financial Officer of Washington Steel Corporation from 1990 to 1992 and Vice President-Finance and Administration from 1988 to 1990.
|
|
|
Other Information:
|
Serves on the Board of Directors of Phoenix Services LLC. Served on the Board of Directors of Steel Technologies from 2002 to 2008.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
As a current and former chief executive of several companies, Mr. Essig brings to the Board the perspective of a leader facing a dynamic business environment on a daily basis. As President and CEO of Phoenix Services, a leading international supplier of various services to steel companies around the world, Mr. Essig has an in-depth understanding of the domestic and global steel industry and the key trends shaping the business. He is an accomplished senior operating executive with a wealth of finance, sales and management experience in a number of diverse industries, including significant experience with manufacturing businesses. In addition to his current leadership role at Phoenix Services, he previously served as an executive officer of AK Steel and Washington Steel, and therefore brings to the Board a deep understanding of the industry and its challenges and opportunities. Mr. Essig is one of the Board’s “audit committee financial experts.” Mr. Essig also has experience heading various portfolio companies of private equity firms, where he maintained a keen focus on operational efficiency and maximizing shareholder value.
|
William K. Gerber
|
Director Since: January 1, 2007
Age: 66
Current Principal Occupation:
Managing Director, Cabrillo Point Capital LLC
Current AK Steel Board Committees:
• Audit (Chair)
• Finance
|
Other Public Company Boards:
Current
• Wolverine World Wide, Inc. (2008 - present)
Prior
• Kaydon Corporation (2007 - 2013)
Education:
• Bachelor of Science in Economics degree from the Wharton School at the University of Pennsylvania
• Master of Business Administration from the Harvard Graduate School of Business Administration
|
Gregory B. Kenny
|
Director Since: January 1, 2016
Age: 67
Current Principal Occupation:
Retired Chief Executive Officer and President of General Cable Corporation
Current AK Steel Board Committees:
• Finance
• Management Development and Compensation
|
Other Public Company Boards:
Current
• Cardinal Health, Inc. (2007 - present)
• Ingredion Incorporated (2005 - present)
Prior
• General Cable Corporation (1997 - 2015)
Education:
• Bachelor of Science, Business Administration degree from Georgetown University
• Master of Business Administration degree from The George Washington University
• Master of Public Administration from Harvard University
|
Prior Significant Positions Held:
|
Chief Executive Officer and President of General Cable Corporation from 2001 to 2015, President and Chief Operating Officer of General Cable from 1999 to 2001, and Executive Vice President and Chief Operating Officer of General Cable from March 1997 to May 1999. Previously held executive level positions at Penn Central Corporation and began his career as a Foreign Service officer with the United States Department of State.
|
|
|
Other Information:
|
Served on the Board of Directors of IDEX Corporation from 2002 to 2007; Director of The Federal Reserve Bank of Cleveland, Cincinnati branch, from 2009 to 2014; Former Member of the Board of Governors of the National Electrical Manufacturers Association, Former Member of the Board of Directors of the Cincinnati Museum Center and Former Member of the Board of Big Brothers / Big Sisters of Greater Cincinnati.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Mr. Kenny is the retired Chief Executive Officer and President of General Cable Corporation, a global manufacturer and distributor of wire and cable products (which itself was publicly-traded prior to being acquired by Prysmian Group in 2018). Having run a large, complex, publicly-traded manufacturing company whose business is similar in many ways to our own, Mr. Kenny provides the Board with a deep and broad understanding of the most significant factors affecting AK Steel’s business. His leadership experience at General Cable also enables him to share unique insights on key trends and emerging issues to help enhance our focus on driving shareholder value. In addition, Mr. Kenny serves as Non-Executive Chair of two other public company boards: Cardinal Health, Inc., a Fortune 20 global healthcare services and products company, and Ingredion Incorporated, a Fortune 500 global ingredients solutions company. Mr. Kenny’s leadership of and experience on the boards of directors of other large, sophisticated international businesses allow him to share best practices on matters including strategic transactions, corporate governance, management succession, executive compensation, risk management and other key areas of Board oversight.
|
Ralph S. Michael, III
|
Director Since: July 20, 2007
Age: 65
Current Principal Occupation:
Chairman, Fifth Third Bank, Greater Cincinnati Region; Non-Executive Chairman of our Board of Directors
Current AK Steel Board Committees:
• Management Development & Compensation (Chair)
• Nominating and Governance
|
Other Public Company Boards:
Current
• Arlington Asset Investment Corporation (2006 - present)
Prior
• Key Energy Services Inc. (2003 - 2016)
Education:
• Bachelor of Arts degree in economics from Stanford University
• Master of Business Administration degree from the University of California at Los Angeles (UCLA) Graduate School of Management
|
Prior Significant Positions Held:
|
President and Chief Operating Officer of the Ohio Casualty Insurance Company from 2005 until its sale in 2007; Executive Vice President and Manager of West Commercial Banking for U.S. Bank, National Association, and Executive Vice President and Manager of Private Asset Management for U.S. Bank, from 2004 to 2005; President of U.S. Bank Oregon from 2003 to 2005; Executive Vice President and Group Executive of PNC Financial Services Group, with responsibility for PNC Advisors, PNC Capital Markets and PNC Leasing, from 2001 to 2002; Executive Vice President and Chief Executive Officer of PNC Corporate Banking from 1996 to 2001.
|
|
|
Other Information:
|
Serves as Vice Chairman for the Cincinnati Center City Development Corporation. Serves on the board of directors of The Cincinnati Bengals, Inc., CSAA Insurance Exchange and AAA Auto Club Alliance. Serves as Vice Chair of the Board of Trustees of Xavier (OH) University. Serves as Vice Chairman of the Board of Trustees of TriHealth, Inc. and on the board of trustees of the Cincinnati Chapter of The American Red Cross.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Mr. Michael brings a strong business, banking and financial background to the Board. Mr. Michael has held executive level positions with several companies in the insurance and financial sectors, including in his current capacity as Chairman, Fifth Third Bank, Greater Cincinnati Region. Previously, Mr. Michael held various executive and management positions with Fifth Third Bank, Ohio Casualty Insurance Company, U.S. Bank and PNC Financial Services Group. His experience and background also enable him to provide valuable insights on a variety of Board oversight matters, including complex banking and financial issues. In addition, the Board and Management benefit from the experience and knowledge Mr. Michael provides from service on other public company boards. These include capital markets and finance matters as a former director for FBR & Co. and energy-related issues as a former member of the board and former Lead Director of Key Energy Services, Inc.
|
Roger K. Newport
|
Director Since: January 1, 2016
Age: 55
Current Principal Occupation:
Chief Executive Officer of AK Steel Holding Corporation
Current AK Steel Board Committees:
• None
|
Other Public Company Boards:
Current
• Alliant Energy (2018 - present)
Prior - None
Education:
• Bachelor of Science degree in accounting from the University of Cincinnati
• Master of Business Administration degree from Xavier University
|
Prior Significant Positions Held:
|
Executive Vice President, Finance and Chief Financial Executive Officer from May 2015 to December 2015; Senior Vice President, Finance and Chief Financial Officer since 2014; Vice President, Finance and Chief Financial Officer since 2012. Prior to that, Mr. Newport served in a variety of other capacities since joining us in 1985, including Vice President-Business Planning and Development, Controller and Chief Accounting Officer, Assistant Treasurer, Investor Relations, Manager-Financial Planning and Analysis, Product Manager, Senior Product Specialist and Senior Auditor.
|
|
|
Other Information:
|
Serves as a member of the University of Cincinnati Lindner College of Business Advisory Council, as Chairman of the Board of Directors of the American Iron and Steel Institute, as a member of the Executive Board of the World Steel Association, and as a member of the Steel Market Development Institute CEO Group.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Mr. Newport is our Chief Executive Officer. He began his career with us in 1985 in the accounting department and quickly advanced through a number of increasingly responsible finance, sales and marketing roles at the corporate headquarters and at Middletown Works. He has broad and deep experience with our business, serving in a variety of officer-level roles. These roles began with Mr. Newport being elected Controller, then progressed to Chief Accounting Officer. Later, Mr. Newport was named Vice President, Business Planning and Development, and Vice President, Finance and Chief Financial Officer. In 2014, he was named Senior Vice President, Finance and Chief Financial Officer, and Executive Vice President, Finance and Chief Financial Officer in 2015. His long and varied tenure with us provides him with comprehensive knowledge of our business and the steel industry generally. In addition, Mr. Newport provides insight into the broader industry as Chairman and member of the Board of Directors of the American Iron and Steel Institute and the World Steel Association, and member of the Steel Market Development Institute CEO Group. As the only Director on the Board who is also a member of Management, he is able to provide the Board with an “insider’s view” of all facets of our business. Mr. Newport constantly engages with employees at multiple levels, and through his communication, experience and leadership skills provides the Board with valuable input and acumen.
|
Dwayne A. Wilson
|
Director Since: January 9, 2017
Age: 61
Current Principal Occupation:
Retired, Senior Vice President, Fluor Corporation
Current AK Steel Board Committees:
• Nominating & Governance
• Corporate Sustainability
|
Other Public Company Boards:
Current
• Ingredion Incorporated (2010 - present)
Prior - None
Education:
• Bachelor of Science degree in Civil Engineering from Loyola Marymount University, Los Angeles, CA
|
Prior Significant Positions Held:
|
Senior Vice President of Fluor Corporation from 2014 to 2016; President and Chief Executive Officer of Savannah River Nuclear Solutions, LLC from 2011 to 2014; Group President, Fluor Industrial from 2007 to 2011; President, Fluor Mining & Minerals from 2003 to 2007; President, Fluor Commercial and Industrial Institutional from 2002 to 2003.
|
|
|
Other Information:
|
Serves as a trustee of the Fluor Foundation and serves on the Board of Trustees of the Greenville (SC) Health System; serves as a Fellow for the National Association of Corporate Directors; past director of the Urban League of Upstate South Carolina; served as Chairman of the Engineering and Construction Contracting Association from 2002 to 2006.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Mr. Wilson is a retired Senior Vice President of Fluor Corporation. He gained a wide array of experience with different industries and in varied global geographies during his distinguished 35-year career with Fluor, an international, publicly-traded professional services company providing engineering, construction, commissioning, project management and other services to companies around the world. Much of Mr. Wilson’s experience at Fluor was serving manufacturing and raw materials companies with businesses facing similar issues, risks and opportunities to AK Steel. He also served as President and Chief Executive Officer of Savannah River Nuclear Solutions, LLC, the managing and operating contractor of the U.S. Department of Energy’s Savannah River Site, including the Savannah River National Laboratory. In this position, Mr. Wilson gained multi-faceted experience, including navigating complex government regulations and managing a significant workforce in challenging circumstances. He is also a civil engineer, which enables him to provide the Board and Management with a unique, valuable perspective on operational matters.
|
Vicente Wright
|
Director Since: November 1, 2013
Age: 67
Current Principal Occupation:
Retired President and Chief Executive Officer of California Steel Industries
Current AK Steel Board Committees:
• Audit
• Corporate Sustainability
|
Other Public Company Boards:
Current - None
Prior - None
Education:
• Bachelor degree in marketing from Marquette University
|
Prior Significant Positions Held:
|
President and Chief Executive Officer of California Steel Industries from 2008 to 2012; director of iron ore and pellet sales for VALE SA from 2007 to 2008; President and CEO of Rio Doce America Inc. and Rio Doce Limited, subsidiaries of VALE SA, from 2004 to 2006; President and CEO of California Steel Industries from 2003 to 2004, and Executive Vice President, Finance and CFO from 1998 to 2003.
|
|
|
Other Information:
|
Former Chairman and former member of the board of directors for Children’s Fund; former member of the board of directors of American Iron and Steel Institute; former Chairman of California Steel Industries; former board member of Acominas steel mill in Brazil; former board member of CSN steel mill in Brazil; former Chairman and board member of Nova Era Silicon ferro silicon mill in Brazil; and former board member of SEAS ferro manganese mill in France.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Mr. Wright’s extensive experience in the steel, iron ore and related industries enables him to contribute a wealth of strategic and operational knowledge with respect to key issues affecting us. As a former Chief Executive Officer of another major steel company, he is able to provide valuable insights into the current challenges and opportunities for our business. In addition, by virtue of his experience working for one of the world’s largest iron ore producers, he is able to provide guidance with respect to significant trends and emerging issues pertaining to one of our most significant raw materials. Having served as an executive for several large international metals and mining companies, he brings to the Board a global and diverse perspective to our business. Mr. Wright is one of the Board’s “audit committee financial experts.” Mr. Wright also is multi-lingual and has worked in various regions of the world throughout his distinguished career.
|
Arlene M. Yocum
|
Director Since: January 9, 2017
Age: 62
Current Principal Occupation:
Retired, Executive Vice President and Managing Executive of Client Service, PNC Asset Management
Current AK Steel Board Committees:
• Audit
• Finance
• Management Development & Compensation
|
Other Public Company Boards:
Current - None
Prior
• Key Energy Services, Inc. (2007 - 2016)
Education:
• Bachelor of Arts degree in Economics and Political Science from Dickinson College
• Juris Doctor degree from Villanova School of Law
|
Prior Significant Positions Held:
|
Executive Vice President and Managing Executive of Client Service, PNC Asset Management from 2003 to 2016; Executive Vice President of the Institutional Investment Group, PNC Asset Management from 1998 to 2003; Director, PNC Private Bank from 1995 to 1998.
|
|
|
Other Information:
|
Serves on the board of Glenmede Trust Company; serves on the board of the Community College of Philadelphia Foundation; served on the board of LaSalle College High School; previously served as trustee of Pierce College and the Philadelphia Bar Foundation; Member, National Association of Corporate Directors (NACD) and Vice Chair of NACD Philadelphia Chapter.
|
|
|
Narrative Description of
Experience, Qualifications,
Attributes and Skills:
|
Ms. Yocum brings extensive business and management experience to the Board, drawing from her distinguished career in the financial services industry and from her prior service on several other public company boards. As a former executive at PNC Bank, including heading the bank’s Client Sales and Service for PNC’s Asset Management Group, she contributes expertise in a variety of investment and finance areas. Ms. Yocum has also served on, and assumed leadership roles with, multiple other public company boards of directors, including chairing audit committees and a special committee overseeing a complex government investigation. Our Board benefits from this deep and varied board and committee experience, as she is able to share best practices and lesson-learned from other companies. Ms. Yocum is one of the Board’s “audit committee financial experts.” In addition, Ms. Yocum has former board experience with an energy services company, through which she acquired and shares with the Board a broad understanding of the energy industry, which is important in light of the fact that energy is and will always be a vital input and significant expense for our business.
|
Item 11.
|
Executive Compensation.
|
•
|
Pay-for-performance is the foundational principle of our executive compensation program. Our Board of Directors and its Management Development and Compensation Committee (“Committee”) evaluate each major executive compensation decision as to whether it incentivizes executive management to create long-term value for our stockholders.
|
•
|
In 2019, we made significant capital investments to strengthen the company for the long-run, including a major planned outage that we expect to lower our steelmaking costs at Dearborn Works and the construction of a new Precision Partners facility to grow our market position and capabilities in automotive stamping and complex assembly. While we expect these investments will benefit the company in future years, steel market conditions proved challenging and pressured our financial performance in 2019. We generated $92 million of net income under the terms of the Omnibus Management Incentive Plan (“OMIP). As a result, under our annual performance-based incentive plan (the “Annual Plan”), the Named Executive Officers (“NEOs”) earned awards at approximately 34% of target (approximately 17% of maximum) for 2019. This included the NEOs receiving 0% of the financial component of the Annual Plan.
|
•
|
Under our long-term performance-based incentive plan (the “Long-Term Plan,” which reference is to the Long-Term Performance Plan for performance periods beginning prior to 2018 and to the OMIP for periods beginning in 2018 or after), our three-year cumulative adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the 2017 to 2019 performance cycle of $1,466 million exceeded the target goal, but fell short of the maximum goal, as the NEOs earned awards under the Long-Term Plan at approximately 122% of target (approximately 61% of maximum). During this three-year period, Management stabilized the company and undertook strategic actions to enhance margins and improve our financial performance through the cycle.
|
•
|
In January 2019, the Committee proactively incorporated the following significant pay-for-performance enhancements to further strengthen management’s alignment with our stockholders by:
|
○
|
reducing all NEO equity grant values for 2019 by 30% to 35%, depending on the particular NEO;
|
○
|
further increasing the stock component of the Long-Term Plan to 50% stock from 30%;
|
○
|
applying the aforementioned 30% to 35% reduction in 2019 NEO equity grant values to the 50% stock-denominated portion of the Long-Term Plan, thereby reducing the value of this component of NEO compensation; and
|
○
|
not increasing base salaries or target cash compensation for most NEOs in 2019, including the Chief Executive Officer (“CEO”) and the President and Chief Operating Officer (“COO”).
|
I.
|
Overview of AK Steel Executive Compensation Program
|
•
|
base salary;
|
•
|
Annual Plan awards under the OMIP;
|
•
|
Long-Term Plan awards under the OMIP (which replaced the Long-Term Performance Plan in 2017 for three-year performance periods beginning in 2018);
|
•
|
awards of stock options, restricted stock and performance shares under our Stock Incentive Plan (“Stock Plan”); and
|
•
|
certain employee benefits and post-employment benefits.
|
•
|
Roger K. Newport - CEO
|
•
|
Kirk W. Reich - President and COO
|
•
|
Christopher J. Ross - Vice President, Finance, Treasurer and Interim Chief Financial Officer (“CFO”)
|
•
|
Joseph C. Alter - Vice President, General Counsel and Corporate Secretary
|
•
|
Scott M. Lauschke - Vice President, Sales and Customer Service
|
•
|
Jaime Vasquez - Former Vice President, Finance and Chief Financial Officer (retired November 30, 2019)
|
II.
|
Discussion and Analysis of Executive Compensation Program
|
•
|
Further bolstering the stock component of the long-term incentive plan - In order to further align Management and stockholder interests in creating value over the long run, the Committee increased the equity component for Executive Officers’ long-term incentive compensation to 50% denominated in AK Steel stock and 50% denominated in cash.
|
•
|
Dramatically reducing the value of 2019 equity awards to Executive Officers - The Committee reduced the 2019 equity grant values to all Executive Officers, including the NEOs, by 30% to 35%, depending on the particular officer. This 30% to 35% reduction in 2019 NEO equity grant values also applied to the 50% stock denominated portion of the Long-Term Plan, thereby reducing the value of this component of NEO compensation.
|
Position
|
|
Stock Ownership Level
|
CEO
|
|
3x
|
President and COO
|
|
2x
|
CFO
|
|
1.5x
|
Other Executive Officers
|
|
1x
|
•
|
a report prepared by FW Cook that, among other things, analyzed competitive peer group and market compensation data to assess executive target total direct compensation levels and annual share usage / burn rate, total overhang and aggregate costs related to long-term incentive awards;
|
•
|
the need to retain and motivate Executive Management to maximize long-term shareholder value, deliver improved financial results and compete effectively;
|
•
|
the Board’s evaluation of each Executive Officer’s individual experience and performance and his or her relative contribution to the Company’s performance;
|
•
|
the performance of our common stock and other publicly-traded securities in recent periods;
|
•
|
our financial performance in 2018, projected financial performance in 2019 and projections of financial performance over the next several years;
|
•
|
our financial, quality, safety and environmental performance in 2018 and the trends associated with these performance metrics in recent years;
|
•
|
the highly competitive nature of the steel industry;
|
•
|
quantitative and qualitative data as to the target total direct compensation and mix of compensation components for individuals with the same or similar roles and responsibilities at peer group companies and other similarly situated companies;
|
•
|
the level of compensation of each Executive Officer in relation to the others;
|
•
|
the extent to which performance goals incentivize appropriate conduct and do not encourage inappropriate or excessive risk that would not be in our or our stakeholders’ best interests; and
|
•
|
executive compensation best practices for public companies of a similar size, business and/or nature, including peer group companies.
|
•
|
Financial: 0%
|
•
|
Quality: 21%
|
•
|
Safety: 8%
|
•
|
Sustainability: 5%
|
•
|
align the interests of Management more closely with the interests of the stockholders in order to maximize long-term stockholder value;
|
•
|
link a significant portion of Management’s total compensation to our performance;
|
•
|
increase the focus of Management on our long-term performance by establishing performance goals that support long-term strategies; and,
|
•
|
assist us in recruiting, retaining and motivating a highly talented group of managers who will successfully deliver long-term benefit to our stockholders.
|
•
|
Relative Total Stockholder Return (“Relative TSR”), defined as share price appreciation plus reinvested dividends, if any, during the performance period relative to the total stockholder return during that same period of the companies in the VanEck Vectors Steel ETF; and
|
•
|
Stock Price Growth Rate (“CAGR”), defined as the compounded annual growth rate of the price of our common stock over the performance period, using as the base the average closing price of our common stock for the last 20 trading days of the year immediately preceding the start of the performance period, then comparing that base price with the average closing price of our common stock for the last 20 trading days of the final year of the performance period.
|
Payout (Stated as a % of
Category’s Target Shares)
|
Total Stockholder
Return
|
Annual
Stock Price
Growth Rate
|
Threshold (50%)
|
25th percentile
|
5.0%
|
Target (100%)
|
50th percentile
|
7.5%
|
Maximum (150%)
|
75th percentile
|
10.0%
|
Quarterly Net Income
|
|
Amount of AK Steel Supplemental Contribution
|
||
Before Changes
|
|
After Changes
|
|
|
$5 million
|
|
$10 million
|
|
10% of Basic Contribution
|
$10 million
|
|
$20 million
|
|
20% of Basic Contribution
|
$15 million
|
|
$30 million
|
|
30% of Basic Contribution
|
$20 million
|
|
$40 million
|
|
40% of Basic Contribution
|
$25 million
|
|
$50 million
|
|
50% of Basic Contribution
|
•
|
Encouraging a release of claims by the terminated NEO and thereby avoiding the risk and financial exposure of employment litigation.
|
•
|
Ensuring that for one year after termination of employment, the NEO:
|
○
|
will not compete against us;
|
○
|
will not solicit any of our employees to resign his or her employment; and
|
○
|
will cooperate with respect to various matters in which the NEO was personally involved prior to the NEO’s employment termination.
|
•
|
Securing an agreement by the NEO to arbitrate all legally arbitrable claims arising not only from the severance agreement, but also from the NEO’s employment relationship with us.
|
•
|
Obtaining the same covenants and commitments as described above in our severance agreements.
|
•
|
Mitigating an NEO’s concerns about personal job security and financial well-being in the event of a change-of-control, thereby eliminating consequences that might prevent the NEO from providing objective advice and information to the Board and stockholders regarding a proposed change-of-control, and helping to ensure that Management stays intact before and during a proposed change-of-control transaction.
|
•
|
an additional lump sum severance payment equal to 12 months of base salary;
|
•
|
a lump sum payment based upon the NEO’s assigned target amount under our Annual Plan and a pro-rated payment of any Annual Plan award actually earned for the year in which the termination occurs; and
|
•
|
continuing coverage under our benefit plans, including life, health and other insurance benefits, for 18 months.
|
•
|
an additional lump sum severance payment, equal to 18 months of base salary;
|
•
|
a lump sum payment based upon the NEO’s awards under our Annual Plan equal to two times the greatest of (1) the NEO’s assigned Annual Plan target amount for the calendar year in which the termination occurs, (2) the actual Annual Plan payout for the calendar year immediately preceding the calendar year in which the termination occurs, or (3) the average of the Annual Plan payouts for the three calendar years immediately preceding the calendar year of termination, reduced in each instance by any amount otherwise paid or payable under the Annual Plan with respect to the preceding calendar year, plus a prorated Annual Plan payout at the maximum level for the portion of the then-current calendar year prior to date of termination;
|
•
|
a lump sum payment based upon the NEO’s awards under our Long-Term Plan equal to the bonus payment for any completed performance period under the Long-Term Plan that has not been paid as of the date of termination (which amount shall not be less than it would be if calculated at the assigned target amount under the Long-Term Plan), plus a prorated Long-Term Plan payment at the target level for all incomplete performance periods as of the date of termination;
|
•
|
continuing coverage under our benefit plans, including life, health and other insurance benefits, for 24 months;
|
•
|
additional service credits toward retiree medical coverage (ranging from two to three years);
|
•
|
the immediate vesting of all restricted stock awards to the NEO under our Stock Plan and the lapse of all restrictions on such awards; and,
|
•
|
the right, for a period of three years, to exercise all stock options awarded to the NEO under the Stock Plan without regard to any vesting period required by the Stock Plan (but subject to expiration of the original ten-year period for the option to be exercised).
|
III.
|
Consideration of Stockholder “Say-on-Pay” Voting Results
|
•
|
the Committee identified the most significant risks facing us;
|
•
|
the Committee identified the material design elements of our compensation policies and practices with respect to all employees; and
|
•
|
the Committee then evaluated whether there is a relationship between any of those design elements and any of our most significant risks, specifically considering whether any of the design elements of our compensation policies and practices encourage our employees to take excessive or inappropriate risks that are reasonably likely to have a material adverse impact on us.
|
Name and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)(1)
|
|
Option
Awards
($)(2)
|
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)(3)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)(4)
|
|
All
Other
Compen-
sation
($)(5)
|
|
SEC
Total
($)
|
|
Total Not
Including
Change
in
Pension
Value
($)(6)
|
||||||||||||||||
Roger K. Newport
Chief Executive Officer
|
|
2019
|
|
$
|
950,000
|
|
|
$
|
1,681,212
|
|
|
$
|
631,072
|
|
|
$
|
1,856,538
|
|
|
$
|
11,297,486
|
|
|
$
|
75,633
|
|
|
$
|
16,491,941
|
|
|
$
|
5,194,455
|
|
|
|
2018
|
|
950,000
|
|
|
2,337,269
|
|
|
1,010,944
|
|
|
4,204,637
|
|
|
3,729,492
|
|
|
86,932
|
|
|
12,319,274
|
|
|
8,589,782
|
|
||||||||
|
|
2017
|
|
950,000
|
|
|
1,973,013
|
|
|
950,139
|
|
|
2,255,131
|
|
|
7,746,598
|
|
|
65,212
|
|
|
13,940,093
|
|
|
6,193,495
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Kirk W. Reich
President and Chief Operating Officer
|
|
2019
|
|
750,000
|
|
|
706,834
|
|
|
217,087
|
|
|
1,172,550
|
|
|
6,940,807
|
|
|
53,639
|
|
|
9,840,917
|
|
|
2,900,110
|
|
||||||||
|
|
2018
|
|
750,000
|
|
|
920,455
|
|
|
347,871
|
|
|
2,714,336
|
|
|
1,808,660
|
|
|
63,203
|
|
|
6,604,525
|
|
|
4,795,865
|
|
||||||||
|
|
2017
|
|
750,000
|
|
|
716,756
|
|
|
345,157
|
|
|
1,496,292
|
|
|
5,071,598
|
|
|
47,873
|
|
|
8,427,676
|
|
|
3,356,078
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Christopher J. Ross (7)
Vice President, Treasurer and
Interim Chief Financial Officer
|
|
2019
|
|
241,667
|
|
|
107,272
|
|
|
32,562
|
|
|
168,590
|
|
|
436,140
|
|
|
29,876
|
|
|
1,016,107
|
|
|
579,967
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Joseph C. Alter
Vice President, General Counsel and
Corporate Secretary
|
|
2019
|
|
400,000
|
|
|
234,153
|
|
|
69,468
|
|
|
416,381
|
|
|
1,069,064
|
|
|
31,675
|
|
|
2,220,741
|
|
|
1,151,677
|
|
||||||||
|
|
2018
|
|
400,000
|
|
|
301,787
|
|
|
111,290
|
|
|
974,168
|
|
|
19,811
|
|
|
43,979
|
|
|
1,851,035
|
|
|
1,831,224
|
|
||||||||
|
|
2017
|
|
375,000
|
|
|
199,964
|
|
|
96,819
|
|
|
564,610
|
|
|
704,250
|
|
|
32,330
|
|
|
1,972,973
|
|
|
1,268,723
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scott M. Lauschke
Vice President, Sales and Customer
Service
|
|
2019
|
|
335,000
|
|
|
167,153
|
|
|
46,674
|
|
|
332,493
|
|
|
1,301,983
|
|
|
41,572
|
|
|
2,224,875
|
|
|
922,892
|
|
||||||||
|
|
2018
|
|
325,000
|
|
|
199,466
|
|
|
69,646
|
|
|
764,538
|
|
|
0
|
|
43,382
|
|
|
1,402,032
|
|
|
1,402,032
|
|
|||||||||
|
|
2017
|
|
325,000
|
|
|
141,531
|
|
|
67,828
|
|
|
467,545
|
|
|
1,278,434
|
|
|
41,473
|
|
|
2,321,811
|
|
|
1,043,377
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jaime Vasquez (8)
Former Vice President, Finance and
Chief Financial Officer
|
|
2019
|
|
435,417
|
|
|
435,048
|
|
|
151,960
|
|
|
118,992
|
|
|
0
|
|
|
1,827,200
|
|
|
2,968,617
|
|
|
2,968,617
|
|
||||||||
|
|
2018
|
|
475,000
|
|
|
590,543
|
|
|
243,402
|
|
|
1,328,733
|
|
|
840,419
|
|
|
41,764
|
|
|
3,519,861
|
|
|
2,679,442
|
|
||||||||
|
|
2017
|
|
450,000
|
|
|
451,215
|
|
|
217,159
|
|
|
746,965
|
|
|
2,151,138
|
|
|
37,429
|
|
|
4,053,906
|
|
|
1,902,768
|
|
(1)
|
The amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), for awards of restricted stock, performance shares and the equity portion of the Long-Term Plan pursuant to the Stock Plan. The amounts for 2018 and 2019 include the grant date fair value for the equity portion of the award under the Long-Term Plan for the amount of the award denominated in stock (50% in 2019 and 30% in 2018). A discussion of the assumptions used to calculate the value of the stock awards reported in this column is located in Note 13 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K filed on February 20, 2020. The following table sets forth the values for the performance share awards and the equity portion of the Long-Term Plan, as of their respective grant dates, assuming the performance conditions of such awards are achieved at their maximum potential levels:
|
|
|
Maximum Award Value (a)
|
|||||||||||||
|
|
Long-Term Plan Shares
|
|
Performance Shares
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
Roger K. Newport
|
|
796,500
|
|
|
719,550
|
|
|
959,681
|
|
|
1,512,998
|
|
|
1,483,718
|
|
Kirk W. Reich
|
|
531,000
|
|
|
479,700
|
|
|
330,128
|
|
|
520,433
|
|
|
538,211
|
|
Christopher J. Ross
|
|
82,140
|
|
|
(b)
|
|
|
49,520
|
|
|
(b)
|
|
|
(b)
|
|
Joseph C. Alter
|
|
185,850
|
|
|
167,700
|
|
|
105,641
|
|
|
166,635
|
|
|
150,311
|
|
Scott M. Lauschke
|
|
144,533
|
|
|
126,750
|
|
|
70,976
|
|
|
103,845
|
|
|
106,673
|
|
Jaime Vasquez
|
|
252,225
|
|
|
228,150
|
|
|
231,092
|
|
|
364,665
|
|
|
339,413
|
|
(a)
|
The maximum award values for Long-Term Plan share grants in this table are calculated by multiplying the grant date fair value of Long-Term Plan share grants from the Grants of Plan-Based Awards Table by 2. The maximum award values for
|
(b)
|
Since Mr. Ross was not an NEO during 2017 and 2018, award values are not included for those years.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 for awards of stock options pursuant to the Stock Plan. A discussion of the assumptions used to calculate the value of the stock options reported in this column is located in Note 13 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K filed on February 20, 2020.
|
(3)
|
The table below summarizes the actual payments to each NEO under our Annual Plan and Long-Term Plan for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(4)
|
The amounts reported in this column represent the change in pension value for each NEO. In any case where an NEO’s change in pension value was negative, the value is reported as $0 in the Summary Compensation Table in accordance with the applicable disclosure regulations. The actual negative change in pension value in 2019 for Mr. Vasquez was $(4,467,268) as a result of the forfeiture of his unvested pension benefits upon his retirement from the Company. The actual negative change in pension value in 2018 for Mr. Lauschke was $(89,094). No NEO received preferential or above-market earnings on deferred compensation. The change in pension value for each NEO principally was the result of three factors: (i) a change in the ordinary course of the qualified earnings of each NEO used to calculate pension values; (ii) a change in the calculation of the interest component as a result of each NEO’s change in age relative to the NEO’s assumed retirement date; and (iii) a change in the discount rates used to determine the lump sum pension benefit as of the NEO’s assumed future payout date following his retirement and then to calculate the present value of the lump sum pension benefit to the reporting date. Another factor that impacts the actuarial increase in pension value is the change in the value of the benefits to which an NEO is entitled under a qualified plan. See footnotes to Pension Benefits Table, below, for further explanation of the methodology used to calculate the present value of accumulated pension benefits for each NEO.
|
(5)
|
The compensation shown in this column includes matching contributions made by us to a qualified defined contribution plan and a nonqualified supplemental thrift plan, imputed income on company-sponsored life insurance, contributions to health savings accounts, and perquisites. A summary of the amounts included in this column is provided in the table below. Perquisites included in this column and provided to the NEOs include: reimbursement for tax planning services, financial planning services, mandatory physical evaluations, and our contributions to health savings accounts.
|
Summary of All Other Compensation
|
||||||||||||||||||||||||||||||||||||||||||
Name
|
|
Year
|
|
Company
Fixed
Contribution
to the
Qualified
Plan
|
|
Company
Match
to the
Qualified
Plan
|
|
Company
Variable Match
to the
Qualified
Plan
|
|
Company
Match to the Non- Qualified Plan |
|
Company Variable Match to the Non-Qualified Plan
|
|
Imputed
Income on Life Insurance |
|
HSA Company Contribution
|
|
Perquisites(a)
|
|
Severance
|
|
Total
|
||||||||||||||||||||
Roger K. Newport
|
|
2019
|
|
$
|
8,400
|
|
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
16,750
|
|
|
$
|
20,189
|
|
|
$
|
9,546
|
|
|
$
|
1,500
|
|
|
$
|
12,248
|
|
|
$
|
—
|
|
|
$
|
75,633
|
|
|
|
2018
|
|
8,250
|
|
|
5,917
|
|
|
6,892
|
|
|
16,874
|
|
|
21,375
|
|
|
5,106
|
|
|
3,675
|
|
|
18,843
|
|
|
—
|
|
|
86,932
|
|
||||||||||
|
|
2017
|
|
8,100
|
|
|
6,750
|
|
|
6,913
|
|
|
16,292
|
|
|
9,312
|
|
|
5,114
|
|
|
4,350
|
|
|
8,381
|
|
|
—
|
|
|
65,212
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Kirk W. Reich
|
|
2019
|
|
8,400
|
|
|
7,000
|
|
|
3,150
|
|
|
11,750
|
|
|
12,787
|
|
|
4,002
|
|
|
1,000
|
|
|
5,550
|
|
|
—
|
|
|
53,639
|
|
||||||||||
|
|
2018
|
|
8,250
|
|
|
6,875
|
|
|
12,500
|
|
|
11,878
|
|
|
10,938
|
|
|
4,002
|
|
|
3,175
|
|
|
5,585
|
|
|
—
|
|
|
63,203
|
|
||||||||||
|
|
2017
|
|
8,100
|
|
|
6,750
|
|
|
10,275
|
|
|
12,000
|
|
|
937
|
|
|
2,611
|
|
|
1,375
|
|
|
5,825
|
|
|
—
|
|
|
47,873
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Christopher J. Ross
|
|
2019
|
|
7,250
|
|
|
6,042
|
|
|
6,750
|
|
|
—
|
|
|
—
|
|
|
1,196
|
|
|
1,500
|
|
|
7,138
|
|
|
—
|
|
|
29,876
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Joseph C. Alter
|
|
2019
|
|
8,400
|
|
|
7,000
|
|
|
8,250
|
|
|
3,000
|
|
|
1,500
|
|
|
900
|
|
|
1,500
|
|
|
1,125
|
|
|
—
|
|
|
31,675
|
|
||||||||||
|
|
2018
|
|
8,250
|
|
|
6,875
|
|
|
12,500
|
|
|
3,124
|
|
|
1,125
|
|
|
843
|
|
|
3,675
|
|
|
7,587
|
|
|
—
|
|
|
43,979
|
|
||||||||||
|
|
2017
|
|
8,100
|
|
|
6,750
|
|
|
9,263
|
|
|
2,625
|
|
|
112
|
|
|
843
|
|
|
1,500
|
|
|
3,137
|
|
|
—
|
|
|
32,330
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Scott M. Lauschke
|
|
2019
|
|
8,400
|
|
|
7,000
|
|
|
8,712
|
|
|
1,375
|
|
|
—
|
|
|
1,707
|
|
|
1,500
|
|
|
12,878
|
|
|
—
|
|
|
41,572
|
|
||||||||||
|
|
2018
|
|
8,250
|
|
|
6,875
|
|
|
10,156
|
|
|
1,250
|
|
|
—
|
|
|
1,080
|
|
|
3,675
|
|
|
12,096
|
|
|
—
|
|
|
43,382
|
|
||||||||||
|
|
2017
|
|
8,100
|
|
|
6,750
|
|
|
9,313
|
|
|
1,375
|
|
|
—
|
|
|
1,085
|
|
|
4,350
|
|
|
10,500
|
|
|
—
|
|
|
41,473
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Jaime Vasquez
|
|
2019
|
|
8,700
|
|
|
7,000
|
|
|
4,156
|
|
|
3,885
|
|
|
5,937
|
|
|
4,257
|
|
|
1500
|
|
|
1,300
|
|
|
1,790,465
|
|
|
1,827,200
|
|
||||||||||
|
|
2018
|
|
5,938
|
|
|
4,948
|
|
|
4,156
|
|
|
5,002
|
|
|
10,688
|
|
|
4,644
|
|
|
3675
|
|
|
2,713
|
|
|
—
|
|
|
41,764
|
|
||||||||||
|
|
2017
|
|
7,875
|
|
|
6,188
|
|
|
3,937
|
|
|
5,061
|
|
|
5,624
|
|
|
4,394
|
|
|
4350
|
|
|
—
|
|
|
—
|
|
|
37,429
|
|
(a)
|
The limited perquisites provided are described in the “Limited Perquisites and Other Personal Benefits” section of the CD&A.
|
(6)
|
This column shows total compensation without pension value changes. The amounts reported in this column are not a substitute for the amounts reported in the “SEC Total” column. The amounts reported in this column are solely intended to facilitate a stockholder’s understanding of how changes in pension value impact the total compensation reported in this Summary Compensation Table in any given year. The amounts reported in this column are calculated by subtracting the value reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column from the amounts reported in the “SEC Total” column. The calculation of the pension values and the causes of the year-over-year changes in pension value are explained in footnote 4, above.
|
(7)
|
Mr. Ross was named Interim Chief Financial Officer upon the retirement of Mr. Vasquez as Chief Financial Officer on November 30, 2019.
|
(8)
|
Mr. Vasquez retired from the Company on November 30, 2019. All Other Compensation includes all payments made in connection with Mr. Vasquez’s departure from the Company, as disclosed in the Potential Payments Upon Termination or Change-of-Control Table.
|
Name
|
|
|
|
Estimated Future Payments
Under Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (3)
|
|
All Other Stock Awards:
Number of
Shares or Units
(#)(4)
|
|
All Other Option Awards:
Number of Securities Underlying Options
(#)(5)(6)
|
|
Exercise
Or Base
Price of
Option
Awards
($/Sh)(6)
|
|
Grant Date Fair
Value of Awards
($)(7)
|
||||||||||||||||||||||||
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||||||||||
Roger K. Newport
|
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
1,187,500
|
|
|
$
|
2,375,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(2
|
)
|
|
300,000
|
|
|
600,000
|
|
|
1,200,000
|
|
|
75,000
|
|
|
150,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
398,250
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,526
|
|
|
207,051
|
|
|
310,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639,788
|
|
|||||
|
|
1/23/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
242,250
|
|
|
|
|
|
|
643,174
|
|
|||||||||||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
407,143
|
|
|
2.655
|
|
|
631,072
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Kirk W. Reich
|
|
(1
|
)
|
|
—
|
|
|
750,000
|
|
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
(2
|
)
|
|
200,000
|
|
|
400,000
|
|
|
800,000
|
|
|
50,000
|
|
|
100,000
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,500
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,613
|
|
|
71,225
|
|
|
106,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,085
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,333
|
|
|
—
|
|
|
—
|
|
|
221,249
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,056
|
|
|
2.655
|
|
|
217,087
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Christopher J. Ross
|
|
(1
|
)
|
|
—
|
|
|
132,917
|
|
|
265,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
(2
|
)
|
|
30,938
|
|
|
61,875
|
|
|
123,750
|
|
|
7,735
|
|
|
15,469
|
|
|
30,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,070
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,342
|
|
|
10,684
|
|
|
16,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,014
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
|
—
|
|
|
—
|
|
|
33,188
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,008
|
|
|
2.655
|
|
|
32,562
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Joseph C. Alter
|
|
(1
|
)
|
|
—
|
|
|
280,000
|
|
|
560,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
(2
|
)
|
|
70,000
|
|
|
140,000
|
|
|
280,000
|
|
|
17,500
|
|
|
35,000
|
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,925
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,396
|
|
|
22,792
|
|
|
34,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,427
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,667
|
|
|
—
|
|
|
—
|
|
|
70,801
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,818
|
|
|
2.655
|
|
|
69,468
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scott M. Lauschke
|
|
(1
|
)
|
|
—
|
|
|
217,750
|
|
|
435,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
(2
|
)
|
|
54,438
|
|
|
108,875
|
|
|
217,750
|
|
|
13,610
|
|
|
27,219
|
|
|
54,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,266
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,657
|
|
|
15,313
|
|
|
22,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,317
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,917
|
|
|
—
|
|
|
—
|
|
|
47,570
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,112
|
|
|
2.655
|
|
|
46,674
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jaime Vasquez
|
|
(1
|
)
|
|
—
|
|
|
348,334
|
|
|
696,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
(2
|
)
|
|
95,000
|
|
|
190,000
|
|
|
380,000
|
|
|
23,750
|
|
|
47,500
|
|
|
95,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,113
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,929
|
|
|
49,858
|
|
|
74,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,061
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,333
|
|
|
—
|
|
|
—
|
|
|
154,874
|
|
|||||
|
|
1/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,039
|
|
|
2.655
|
|
|
151,960
|
|
(1)
|
The amounts reported in this row represent the range of potential awards under the threshold, target and maximum performance objectives established in March 2019 for the 2019 performance period under the Annual Plan, as described in the Performance-Based Compensation - Cash and Equity— Annual Incentive Awards section of the CD&A. The estimate is based on the NEO’s base pay on January 1, 2019. The amounts actually paid to each NEO for 2019 are set forth in the Summary Compensation Table.
|
(2)
|
The amounts reported in this row represent the range of potential awards under the threshold, target and maximum performance objectives established in March 2019 for the 2019 - 2021 performance period under the Long-Term Plan, as described in the Performance-Based Compensation - Cash and Equity— Long-Term Incentive Awards section of the CD&A. The estimate is based on the NEO’s base pay on January 1, 2019. For the 2019 - 2021 performance period, the potential award is denominated 50% in AK Steel stock and 50% in cash. The amounts actually paid to each NEO for 2019 for the three-year performance period ending in 2019 are set forth in the Summary Compensation Table.
|
(3)
|
The amounts reported in these columns represent the range of the potential number of performance shares and the equity portion of awards made under the Long-Term Plan representing a right to receive shares of our common stock that may be issued to each NEO for the 2019 - 2021 performance period under the Stock Plan. Terms applicable to the award grants reported in this column are described in the Performance-Based Compensation - Cash and Equity— Equity Awards section of the CD&A.
|
(4)
|
The amounts reported in this column represent the number of shares of restricted stock granted under the Stock Plan to each NEO in 2019. The restrictions on the transfer of the restricted stock grants reported in this column made on January 23, 2019 will lapse in equal installments on one-third of the shares granted on each of the first three anniversaries of the grant. Other terms applicable to the restricted stock grants reported in this column are described in the Performance-Based Compensation - Cash and Equity— Equity Awards section of the CD&A.
|
(5)
|
The amounts reported in this column represent the number of nonqualified stock options granted to each NEO under the Stock Plan in 2019. Each option represents a right to purchase a share of our common stock at a price established in an option award agreement at the time of the grant. The stock options reported in this column will vest in equal installments of one-third of the options granted on each of the first three anniversaries of the grant. Other terms applicable to the stock options granted under the Stock Plan are described in the Performance-Based Compensation - Cash and Equity— Equity Awards section of the CD&A.
|
(6)
|
The exercise price for options granted under the Stock Plan equals the Market Price (as defined below) for our common stock on the grant date. If there were no sales of our common stock on the grant date, then the exercise price equals the Market Price for our common stock on the nearest preceding trading day on which there were sales of our common stock. Under the Stock Incentive Plan, the market price was the average of the high and low selling price of our common stock on the grant date. After the adoption of the 2019 Omnibus Supplemental Incentive Plan in May 2019, the market price for grants thereafter became the closing price of our common stock on the grant date (under the terms of the applicable plan, the “Market Price”).
|
(7)
|
The grant date fair value of restricted stock awards is calculated by multiplying the total number of shares granted times the fair market value of those shares. The fair market value of restricted stock is the Market Price of a share of our common stock on the grant date. The grant date fair value of stock options and performance shares are valued in accordance with ASC Topic 718. A discussion of the assumptions used to calculate the grant date value of stock options and performance shares reported in this column is located in Note 13 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K filed on February 20, 2020. The grant date fair value of the equity portion of the awards made under the Long-Term Plan is calculated by multiplying the total number of shares granted times the fair market value of those shares. The fair market value of the Long-Term Plan shares is the Market Price of a share of our common stock on the grant date.
|
Name
|
|
Option
Award
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Option
(#)
|
|
Option
Exercise
Prices
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)(4)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(5)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(6)
|
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(5)
|
|||||||||||
Roger K. Newport
|
|
1/20/2010
|
|
4,125
|
|
|
—
|
|
|
$
|
22.965
|
|
|
1/20/2020
|
|
264,740
|
|
|
$
|
870,995
|
|
|
556,151
|
|
|
$
|
1,829,737
|
|
|
|
|
1/19/2011
|
|
8,700
|
|
|
—
|
|
|
14.570
|
|
|
1/19/2021
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2012
|
|
14,100
|
|
|
—
|
|
|
9.110
|
|
|
1/18/2022
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/23/2013
|
|
16,900
|
|
|
—
|
|
|
4.590
|
|
|
1/23/2023
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/22/2014
|
|
20,000
|
|
|
—
|
|
|
6.720
|
|
|
1/22/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
5/29/2014
|
|
36,500
|
|
|
—
|
|
|
6.205
|
|
|
5/29/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/21/2015
|
|
31,700
|
|
|
—
|
|
|
3.975
|
|
|
1/21/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
5/28/2015
|
|
47,900
|
|
|
—
|
|
|
5.150
|
|
|
5/28/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/20/2016
|
|
199,300
|
|
|
—
|
|
|
1.740
|
|
|
1/20/2026
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2017
|
|
115,800
|
|
|
57,900
|
|
(1
|
)
|
9.780
|
|
|
1/18/2027
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
93,866
|
|
|
187,734
|
|
(2
|
)
|
6.555
|
|
|
1/17/2028
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
407,143
|
|
(3
|
)
|
2.655
|
|
|
1/23/2029
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Kirk W. Reich
|
|
1/20/2010
|
|
3,625
|
|
|
—
|
|
|
22.965
|
|
|
1/20/2020
|
|
91,332
|
|
|
300,482
|
|
|
263,525
|
|
|
866,997
|
|
||||
|
|
1/19/2011
|
|
8,300
|
|
|
—
|
|
|
14.570
|
|
|
1/19/2021
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2012
|
|
14,100
|
|
|
—
|
|
|
9.110
|
|
|
1/18/2022
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/23/2013
|
|
14,100
|
|
|
—
|
|
|
4.590
|
|
|
1/23/2023
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/22/2014
|
|
16,000
|
|
|
—
|
|
|
6.720
|
|
|
1/22/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
5/29/2014
|
|
29,000
|
|
|
—
|
|
|
6.205
|
|
|
5/29/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/21/2015
|
|
25,300
|
|
|
—
|
|
|
3.975
|
|
|
1/21/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
5/28/2015
|
|
39,900
|
|
|
—
|
|
|
5.150
|
|
|
5/28/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/20/2016
|
|
60,500
|
|
|
—
|
|
|
1.740
|
|
|
1/20/2026
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2017
|
|
42,066
|
|
|
21,034
|
|
(1
|
)
|
9.780
|
|
|
1/18/2027
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
32,300
|
|
|
64,600
|
|
(2
|
)
|
6.555
|
|
|
1/17/2028
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
140,056
|
|
(3
|
)
|
2.655
|
|
|
1/23/2029
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Christopher J. Ross
|
|
3/18/2010
|
|
2,000
|
|
|
—
|
|
|
22.940
|
|
|
3/18/2020
|
|
18,767
|
|
|
61,743
|
|
|
40,253
|
|
|
132,432
|
|
||||
|
|
1/19/2011
|
|
3,106
|
|
|
—
|
|
|
14.570
|
|
|
1/19/2021
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2012
|
|
5,500
|
|
|
—
|
|
|
9.110
|
|
|
1/18/2022
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/23/2013
|
|
5,500
|
|
|
—
|
|
|
4.590
|
|
|
1/23/2023
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/22/2014
|
|
4,100
|
|
|
—
|
|
|
6.720
|
|
|
1/22/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/21/2015
|
|
9,900
|
|
|
—
|
|
|
3.975
|
|
|
1/21/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/20/2016
|
|
8,200
|
|
|
—
|
|
|
1.740
|
|
|
1/20/2026
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2017
|
|
4,666
|
|
|
2,334
|
|
(1
|
)
|
9.780
|
|
|
1/18/2027
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
4,833
|
|
|
9,667
|
|
(2
|
)
|
6.555
|
|
|
1/17/2028
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
21,008
|
|
(3
|
)
|
2.655
|
|
|
1/23/2029
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Joseph C. Alter
|
|
1/23/2013
|
|
4,100
|
|
|
—
|
|
|
4.590
|
|
|
1/23/2023
|
|
40,934
|
|
|
134,673
|
|
|
88,792
|
|
|
292,126
|
|
||||
|
|
1/22/2014
|
|
5,500
|
|
|
—
|
|
|
6.720
|
|
|
1/22/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
5/29/2014
|
|
14,500
|
|
|
—
|
|
|
6.205
|
|
|
5/29/2024
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/21/2015
|
|
15,600
|
|
|
—
|
|
|
3.975
|
|
|
1/21/2025
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/20/2016
|
|
21,200
|
|
|
—
|
|
|
1.740
|
|
|
1/20/2026
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2017
|
|
11,800
|
|
|
5,900
|
|
(1
|
)
|
9.780
|
|
|
1/18/2027
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
10,333
|
|
|
20,667
|
|
(2
|
)
|
6.555
|
|
|
1/17/2028
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
44,818
|
|
(3
|
)
|
2.655
|
|
|
1/23/2029
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Scott M. Lauschke
|
|
2/23/2015
|
|
10,000
|
|
|
0
|
|
|
4.555
|
|
|
2/23/2025
|
|
27,117
|
|
|
89,215
|
|
|
64,132
|
|
|
210,995
|
|
||||
|
|
1/20/2016
|
|
18,200
|
|
|
—
|
|
|
1.740
|
|
|
1/20/2026
|
|
|
|
|
|
|
|
|
Name
|
|
Option
Award
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Option
(#)
|
|
Option
Exercise
Prices
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)(4)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(5)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(6)
|
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(5)
|
|||||||||||
|
|
1/18/2017
|
|
8,266
|
|
|
4,134
|
|
(1
|
)
|
9.780
|
|
|
1/18/2027
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
6,466
|
|
|
12,934
|
|
(2
|
)
|
6.555
|
|
|
1/17/2028
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
30,112
|
|
(3
|
)
|
2.655
|
|
|
1/23/2029
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Jaime Vasquez(7)
|
|
10/15/2014
|
|
2,760
|
|
|
—
|
|
|
5.415
|
|
|
11/30/2022
|
|
89,734
|
|
|
295,225
|
|
|
150,958
|
|
|
496,652
|
|
||||
|
|
1/21/2015
|
|
9,900
|
|
|
—
|
|
|
3.975
|
|
|
11/30/2022
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/18/2017
|
|
26,466
|
|
|
13,234
|
|
(1
|
)
|
9.780
|
|
|
11/30/2022
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/17/2018
|
|
22,600
|
|
|
45,200
|
|
(2
|
)
|
6.555
|
|
|
11/30/2022
|
|
|
|
|
|
|
|
|
|||||||
|
|
1/23/2019
|
|
—
|
|
|
98,039
|
|
(3
|
)
|
2.655
|
|
|
11/30/2022
|
|
|
|
|
|
|
|
|
(1)
|
These options became fully exercisable on January 18, 2020.
|
(2)
|
These options became, or will become, exercisable as follows: one-half on January 17, 2020, one-half on January 17, 2021.
|
(3)
|
These options became, or will become, exercisable as follows: one-third on January 23, 2020, one-third on January 23, 2021 and one-third on January 23, 2022.
|
(4)
|
The restricted stock awards that had not vested as of December 31, 2019 have vesting dates as follows:
|
|
|
Mr. Newport
|
|
Mr. Reich
|
|
Mr. Ross
|
|
Mr. Alter
|
|
Mr. Lauschke
|
|
Mr. Vasquez
|
||||||
1/17/2020
|
|
35,232
|
|
|
11,630
|
|
|
2,533
|
|
|
5,433
|
|
|
3,400
|
|
|
—
|
|
1/18/2020
|
|
21,918
|
|
|
8,363
|
|
|
1,200
|
|
|
3,400
|
|
|
2,400
|
|
|
—
|
|
1/23/2020
|
|
57,453
|
|
|
19,902
|
|
|
4,166
|
|
|
8,889
|
|
|
5,972
|
|
|
—
|
|
1/17/2021
|
|
35,233
|
|
|
11,631
|
|
|
2,534
|
|
|
5,434
|
|
|
3,400
|
|
|
—
|
|
1/23/2021
|
|
57,452
|
|
|
19,903
|
|
|
4,167
|
|
|
8,889
|
|
|
5,972
|
|
|
—
|
|
1/23/2022
|
|
57,452
|
|
|
19,903
|
|
|
4,167
|
|
|
8,889
|
|
|
5,973
|
|
|
—
|
|
Total:
|
|
264,740
|
|
|
91,332
|
|
|
18,767
|
|
|
40,934
|
|
|
27,117
|
|
|
—
|
|
(5)
|
The dollar value shown in the column is calculated by multiplying the closing market price of our common stock as of December 31, 2019 ($3.29 per share) by the number of shares set forth in the preceding column.
|
(6)
|
The performance period end dates and vesting dates for unearned performance shares are as follows:
|
|
|
Mr. Newport
|
|
Mr. Reich
|
|
|
Mr. Ross
|
|
Mr. Alter
|
|
Mr. Lauschke
|
|
|
Mr. Vasquez
|
||||
12/31/2020
|
|
125,300
|
|
|
43,100
|
|
|
6,500
|
|
|
13,800
|
|
|
8,600
|
|
|
—
|
|
12/31/2021
|
|
207,051
|
|
|
71,225
|
|
|
10,684
|
|
|
22,792
|
|
|
15,313
|
|
|
—
|
|
Total:
|
|
332,351
|
|
|
114,325
|
|
|
17,184
|
|
|
36,592
|
|
|
23,913
|
|
|
—
|
|
|
|
Mr. Newport
|
|
Mr. Reich
|
|
|
Mr. Ross
|
|
Mr. Alter
|
|
Mr. Lauschke
|
|
|
Mr. Vasquez
|
||||
12/31/2020
|
|
73,800
|
|
|
49,200
|
|
|
7,600
|
|
|
17,200
|
|
|
13,000
|
|
|
—
|
|
12/31/2021
|
|
150,000
|
|
|
100,000
|
|
|
15,469
|
|
|
35,000
|
|
|
27,219
|
|
|
—
|
|
Total:
|
|
223,800
|
|
|
149,200
|
|
|
23,069
|
|
|
52,200
|
|
|
40,219
|
|
|
—
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value Realized on
Exercise ($)(1)
|
|
Number of
Shares
Acquired on
Vesting (#)(2)
|
|
Value Realized on
Vesting ($)(2)(3)
|
||||||
Roger K. Newport
|
|
—
|
|
|
$
|
—
|
|
|
130,366
|
|
|
$
|
733,663
|
|
Kirk W. Reich
|
|
—
|
|
|
—
|
|
|
43,599
|
|
|
100,932
|
|
||
Christopher J. Ross
|
|
—
|
|
|
—
|
|
|
6,533
|
|
|
17,877
|
|
||
Joseph C. Alter
|
|
—
|
|
|
—
|
|
|
13,899
|
|
|
38,032
|
|
||
Scott M. Lauschke
|
|
—
|
|
|
—
|
|
|
10,133
|
|
|
27,747
|
|
||
Jaime Vasquez(4)
|
|
34,900
|
|
|
$
|
61,773
|
|
|
27,866
|
|
|
76,216
|
|
(1)
|
Value realized on exercise is calculated for stock options by multiplying (i) the number of shares acquired upon exercise by (ii) the Market Price of our common stock on the exercise date and (iii) subtracting the exercise price of the stock option from the product of (i) and (ii).
|
(2)
|
The amounts in these columns reflect the gross number of shares acquired upon vesting and the corresponding gross value realized, based upon such gross number of shares. The table below summarizes the net number of shares acquired on vesting and the corresponding net value realized by each NEO from this net number of shares. The net number of shares acquired on vesting has been calculated by subtracting (i) the actual number of shares that were withheld for tax purposes from (ii) the gross number of shares. The net value realized has been calculated by multiplying (a) the net number of shares acquired upon vesting by (b) for restricted stock, the Market Price for our common stock on the respective vesting dates for each award of restricted stock that vested during the fiscal year ended December 31, 2019. The NEOs did not earn any shares from the performance share grants for the 2017 - 2019 performance period.
|
|
|
Stock Awards
|
|||||
Name
|
|
Net Number of
Shares Acquired
on Vesting (#)
|
|
Net Value
Realized on
Vesting ($)
|
|||
Roger K. Newport
|
|
88,979
|
|
|
$
|
500,686
|
|
Kirk W. Reich
|
|
29,887
|
|
|
69,188
|
|
|
Christopher J. Ross
|
|
4,366
|
|
|
11,947
|
|
|
Joseph C. Alter
|
|
9,289
|
|
|
25,418
|
|
|
Scott M. Lauschke
|
|
6,772
|
|
|
18,543
|
|
|
Jaime Vasquez
|
|
18,627
|
|
|
50,947
|
|
(3)
|
Value realized on vesting is calculated by multiplying (i) the number of shares acquired upon vesting of restricted stock by (ii) the Market Price for our common stock on the vesting date.
|
(4)
|
Mr. Vasquez retired from the Company on November 30, 2019.
|
Name
|
|
Plan Name
|
|
Number of
Years of
Credited
Service (#)
|
|
Present
Value of
Accumulated
Benefits
($)(4)
|
|
Payments
During Last
Fiscal Year ($)
|
||||
Roger K. Newport
|
|
AK Steel Corporation Non-Contributory Pension Plan(1)
|
|
34.78
|
|
|
$
|
1,277,636
|
|
|
—
|
|
|
|
AK Steel Corporation Executive Minimum and Supplemental Retirement Plan
|
|
(2
|
)
|
|
27,076,624
|
|
|
—
|
|
|
Kirk W. Reich
|
|
AK Steel Corporation Non-Contributory Pension Plan(1)
|
|
30.99
|
|
|
866,299
|
|
|
—
|
|
|
|
|
AK Steel Corporation Executive Minimum and Supplemental Retirement Plan
|
|
(2
|
)
|
|
16,976,930
|
|
|
—
|
|
|
Christopher J. Ross
|
|
AK Steel Corporation Non-Contributory Pension Plan(1)
|
|
21.76
|
|
|
4,016
|
|
|
—
|
|
|
|
|
AK Steel Corporation Executive Retirement Income Plan
|
|
(3
|
)
|
|
3,087,693
|
|
|
—
|
|
|
Joseph C. Alter
|
|
AK Steel Corporation Executive Retirement Income Plan
|
|
(3
|
)
|
|
2,866,469
|
|
|
—
|
|
|
Scott M. Lauschke
|
|
AK Steel Corporation Executive Retirement Income Plan
|
|
(3
|
)
|
|
4,207,446
|
|
|
—
|
|
|
Jaime Vasquez (5)
|
|
AK Steel Corporation Executive Retirement Income Plan
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
(1)
|
Our full-time, non-represented salaried employees, including three of our NEOs, Messrs. Newport, Reich and Ross, who were hired prior to January 31, 2009, are eligible for retirement benefits under a qualified benefit plan known as the Non-Contributory Pension Plan (the “NCPP”). Retirement benefits are calculated under the NCPP using one of two formulas: (i) a cash balance formula (the “Cash Balance Formula”) or (ii) a final average pay formula (the “Final Average Pay Formula”). Eligibility for coverage under a particular formula typically is determined by the date on which a participant commenced employment with us. The NCPP was closed to new entrants and benefit accruals were frozen as of January 31, 2009. All of the participants in the NCPP are vested. The compensation taken into account in determining benefits under either formula is subject to the compensation limits imposed by the Internal Revenue Code.
|
|
Under the Cash Balance Formula, a participant’s account is credited monthly with (i) a service credit based on the participant’s years of service and eligible compensation for that month (service credits ceased after January 31, 2009, when we froze NCPP benefits), and (ii) an interest credit based on the participant’s account balance as of the beginning of the year and an interest rate as determined and defined in the Cash Balance Formula. For purposes of the Cash Balance Formula, eligible compensation generally includes the participant’s base salary and incentive compensation. NCPP benefits for Mr. Ross are determined under the Cash Balance Formula.
|
|
NCPP benefits for Messrs. Newport and Reich are determined under the Final Average Pay Formula. Under the Final Average Pay Formula, a participant’s retirement benefits are calculated on the basis of his or her (i) number of years of credited service and (ii) average earnings which include base pay, annual bonuses, long-term incentives, and overtime during the 60 consecutive months out of the last 120 months of service that yield the highest annual compensation, all determined as of January 31, 2009. Mr. Newport has obtained retirement eligibility and his annual benefit accrued to January 31, 2009, is $60,002 to age 62 and $72,540 after age 62. Mr. Reich has obtained retirement eligibility and his annual benefit accrued to January 31, 2009, is $39,915 to age 62 and $47,158 after age 62.
|
(2)
|
Credited service is not a component of the calculation of benefits under the Executive Minimum and Supplemental Retirement Plan (the “SERP”). It is, however, a component of vesting. The SERP uses a form of “graded vesting” under which a participant vests in 50% of his or her accrued benefit after a minimum requirement of five years of service as an Officer and as an employee, and vests in a further 10% of such benefit for each additional year of service as an employee in addition to such five years of service, up to 100% vesting after ten years of total service. Under these criteria, Messrs. Newport and Reich are 100% vested. A discussion of the SERP is included in the “Pension and Other Retirement Benefits” section of the CD&A. As discussed in the CD&A, at its March 2014 meeting the Management Development and Compensation Committee locked participation in the SERP to then-existing participants and replaced it for Officers elected thereafter with the ERIP, which provides a reduced level of benefits (which itself was in turn replaced with a new supplemental thrift plan that is expected to provide a lower level of benefits than the ERIP).
|
(3)
|
As is the case with the SERP, under the ERIP credited service is a component of vesting but is not a component of the calculation of benefits. The ERIP uses a form of “graded vesting” under which a participant vests in 50% of his or her accrued benefit after a minimum requirement of five years of service as an Executive Officer and as an employee, and vests in an additional 10% of such benefit for each year of service as an employee in addition to such five years of service, up to 100% vesting after ten years of total service. Messrs. Lauschke and Ross and are not yet vested in the ERIP. Pursuant to the graded vesting schedule described above and given his total company service, Mr. Alter became 100% vested in his benefit in 2019. Pursuant to the graded vesting schedule described above and given his total company service, Mr. Lauschke will become 50% vested in his benefit upon five years of service as an Executive Officer (in 2020), and vest an additional 10% of such benefit for each year of service thereafter, achieving 100% vesting upon ten years of total service in 2025. Mr. Ross will become 100% vested in his benefit in 2021). As discussed in the CD&A, at its January 2019 meeting the Management Development and Compensation Committee locked participation in the ERIP to then-existing participants and replaced it for Executive Officers elected thereafter with a new supplemental thrift plan that is expected to provide a lower level of benefits than the ERIP.
|
(4)
|
The calculation of the present value of accumulated benefits begins with a calculation of the lump sum that would be payable upon the later of age 60 or the full vesting date. This lump sum has been calculated using a discount rate of 0.92% for lump sums paid in 2020, and ranging from 0.52% to 0.80% from 2021 to 2025 and the years after. The lump sums were calculated using the IRS 2021 Unisex Mortality Table. The lump sum determined on these assumptions was then discounted back to December 31, 2019, at a discount rate of 3.53%. The valuation method and all material assumptions applied in quantifying the present value of the current accrued benefit can be found in Note 8 to the consolidated financial statements included in our 2019 Annual Report on Form 10-K.
|
(5)
|
Mr. Vasquez retired from the Company on November 30, 2019 without meeting his vesting requirement.
|
Name
|
|
Plan
|
|
Executive
Contributions
in Last
Fiscal Year ($)
|
|
Registrant
Contributions
In Last
Fiscal Year ($)
|
|
Aggregate
Earnings in
Last Fiscal
Year ($)(1)
|
|
Aggregate
Balance in
Last Fiscal
Year End ($)
|
|||||||
Roger K. Newport
|
|
STP
|
|
—
|
|
|
$
|
36,939
|
|
|
$
|
2,989
|
|
|
$
|
154,026
|
|
Kirk W. Reich
|
|
STP
|
|
—
|
|
|
24,537
|
|
|
1,739
|
|
|
92,588
|
|
|||
Christopher J. Ross
|
|
STP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Joseph C. Alter
|
|
STP
|
|
—
|
|
|
4,500
|
|
|
282
|
|
|
16,324
|
|
|||
Scott M. Lauschke
|
|
STP
|
|
—
|
|
|
1,375
|
|
|
105
|
|
|
5,871
|
|
|||
Jaime Vasquez
|
|
STP
|
|
—
|
|
|
9,822
|
|
|
813
|
|
|
42,830
|
|
(1)
|
For the STP, the amount shown in this column is calculated based upon assumed earnings on each NEO’s account balance using an investment option within the company-sponsored Thrift Plan known as the Fixed Income Fund.
|
Event
|
|
Roger K.
Newport
|
|
Kirk W.
Reich
|
|
Christopher J. Ross
|
|
Joseph C.
Alter
|
|
Scott M.
Lauschke
|
|
Jaime
Vasquez (20) |
||||||||||||
Normal Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unvested Stock Options (1)
|
|
$
|
258,536
|
|
|
$
|
88,936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unvested Stock Awards (2)
|
|
870,995
|
|
|
300,482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prorated Annual Plan (3)
|
|
406,363
|
|
|
256,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Long-Term Plan (4)
|
|
2,993,488
|
|
|
1,976,067
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prorated Performance Shares at Target (5)
|
|
828,259
|
|
|
390,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total:
|
|
$
|
5,357,641
|
|
|
$
|
3,012,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Involuntary Termination Without Cause (No Change-of-Control)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unvested Stock Options (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,340
|
|
|
$
|
28,459
|
|
|
$
|
19,121
|
|
|
$
|
—
|
|
Annual Plan (6)
|
|
1,187,500
|
|
|
750,000
|
|
|
224,243
|
|
|
375,816
|
|
|
292,264
|
|
|
—
|
|
||||||
Long-Term Plan (4)
|
|
—
|
|
|
—
|
|
|
299,077
|
|
|
686,725
|
|
|
548,881
|
|
|
—
|
|
||||||
Health and Welfare Benefits (7)
|
|
47,571
|
|
|
39,801
|
|
|
45,119
|
|
|
45,413
|
|
|
48,725
|
|
|
—
|
|
||||||
Cash Severance (8)
|
|
1,425,000
|
|
|
1,125,000
|
|
|
487,500
|
|
|
600,000
|
|
|
502,500
|
|
|
1,790,465
|
|
||||||
Total:
|
|
$
|
2,660,071
|
|
|
$
|
1,914,801
|
|
|
$
|
1,069,279
|
|
|
$
|
1,736,413
|
|
|
$
|
1,411,491
|
|
|
$
|
1,790,465
|
|
Death/Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unvested Stock Options (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,340
|
|
|
$
|
28,459
|
|
|
$
|
19,121
|
|
|
$
|
—
|
|
Unvested Stock Awards (9)
|
|
—
|
|
|
—
|
|
|
$
|
61,743
|
|
|
$
|
134,673
|
|
|
$
|
89,215
|
|
|
$
|
—
|
|
||
Prorated Annual Plan (3)
|
|
—
|
|
|
—
|
|
|
45,493
|
|
|
95,816
|
|
|
74,514
|
|
|
—
|
|
||||||
Long-Term Plan (4)
|
|
—
|
|
|
—
|
|
|
299,077
|
|
|
686,725
|
|
|
548,881
|
|
|
—
|
|
||||||
Prorated Performance Shares at Target (5)
|
|
—
|
|
|
—
|
|
|
59,607
|
|
|
131,372
|
|
|
94,019
|
|
|
—
|
|
||||||
Incremental SERP (10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Incremental ERIP (11)
|
|
—
|
|
|
—
|
|
|
1,823,494
|
|
|
849,695
|
|
|
—
|
|
|
—
|
|
||||||
Total:
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,302,754
|
|
|
$
|
1,926,740
|
|
|
$
|
825,750
|
|
|
$
|
—
|
|
Change-of-Control
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unvested Stock Options (12)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,340
|
|
|
$
|
28,459
|
|
|
$
|
19,121
|
|
|
$
|
—
|
|
Unvested Stock Awards (12)
|
|
—
|
|
|
—
|
|
|
61,743
|
|
|
134,673
|
|
|
89,215
|
|
|
—
|
|
||||||
Annual Plan (13)
|
|
3,939,786
|
|
|
2,488,286
|
|
|
562,915
|
|
|
1,024,776
|
|
|
786,157
|
|
|
—
|
|
||||||
Prorated Performance Shares at Target (14)
|
|
—
|
|
|
—
|
|
|
59,607
|
|
|
131,372
|
|
|
94,019
|
|
|
—
|
|
||||||
Prorated Long-Term Plan at Target (15)
|
|
2,210,175
|
|
|
1,422,567
|
|
|
201,764
|
|
|
497,898
|
|
|
392,979
|
|
|
—
|
|
||||||
Incremental SERP (16)
|
|
7,482,260
|
|
|
6,901,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Incremental ERIP (17)
|
|
—
|
|
|
—
|
|
|
2,454,803
|
|
|
2,425,095
|
|
|
5,498,724
|
|
|
—
|
|
||||||
Health and Welfare Benefits (18)
|
|
63,428
|
|
|
53,068
|
|
|
60,158
|
|
|
60,550
|
|
|
64,966
|
|
|
—
|
|
||||||
Cash Severance (19)
|
|
1,900,000
|
|
|
1,500,000
|
|
|
650,000
|
|
|
800,000
|
|
|
670,000
|
|
|
—
|
|
||||||
Total:
|
|
$
|
15,595,649
|
|
|
$
|
12,365,002
|
|
|
$
|
4,064,330
|
|
|
$
|
5,102,823
|
|
|
$
|
7,615,181
|
|
|
$
|
—
|
|
(1)
|
Under the terms of the Stock Incentive Plan and the Omnibus Supplemental Incentive Plan (each of which is referred to as the Stock Plan, as applicable), a participant ordinarily may only exercise stock options granted under the Stock Plan while still employed by us. If, however, a participant dies, becomes disabled, retires or is involuntarily terminated without cause, the participant (or, in the case of death, his or her beneficiary) has a period of three years after such triggering event to exercise stock options granted under the Stock Plan. The amounts reported in this row represent the value as of December 31, 2019, of the unexercised stock options granted to each NEO. These amounts assume that all of the respective NEOs’ unexercised stock options as of December 31, 2019, were exercised on December 31, 2019, and were calculated based on the closing market price of our common stock ($3.29) on the last day that stock traded (December 31, 2019) during our 2019 fiscal year, less the option exercise price per share. Stock options that had an exercise price above $3.29 as of December 31, 2019, are treated as having no value for purposes of the amounts reported in this row. Messrs. Newport and Reich were retirement eligible as of December 31, 2019, and, therefore, the NEO would not have received any incremental value in the event of the NEO’s death or disability as of that date beyond what is reflected in the “Normal Retirement” scenario.
|
(2)
|
Under the terms of the Stock Plan, restrictions remaining with respect to restricted stock held by a participant as of the date of the participant’s retirement continue to lapse and vest after retirement as provided in the applicable award agreement governing the restricted stock grant to the participant. For purposes of this row, all shares of restricted stock outstanding as of December 31,
|
(3)
|
Under the terms of the Annual Plan, if a participant dies, becomes disabled, or retires during a performance period, the participant (or, in the case of death, his or her beneficiary) is entitled to receive a prorated incentive award for that performance period based upon the portion of his or her participation during the period. For purposes of calculating the amounts reported in this row, the effective date of retirement, disability or death was assumed to have occurred on December 31, 2019. Using this assumption, to the extent that an incentive award was earned under the Annual Plan, the NEO would be entitled to the full amount of that award and no prorated calculation would be necessary. An incentive award was earned by and paid to each NEO for the 2019 performance period. The amount of that award is also reported in the Summary Compensation Table.
|
(4)
|
Under the terms of the Long-Term Plan that governs the long-term incentive award for the 2017 - 2019 performance period (i.e. the Long-Term Performance Plan), if a participant dies, becomes disabled, retires or is involuntarily terminated without cause during a performance period, the participant (or, in the case of death, his or her beneficiary) is entitled to receive an amount equal to twice the amount already paid or to be paid to the participant on the performance award date occurring within that calendar year, less the amount of any performance award actually paid to the participant on the performance award date. Under the terms of the Long-Term Plan that governs the long-term incentive awards for the three-year performance periods ending December 31, 2020 and December 31, 2021 (i.e., the OMIP), if a participant dies, becomes disabled, retires, or is involuntarily terminated for any reason other than for cause during a performance period, the participant (or, in the case of death, his or her beneficiary) is entitled to receive a prorated incentive award for that performance period based upon the portion of his or her participation during the period. For purposes of calculating the amounts reported in this row, it was assumed that the effective date of death, disability, retirement, or involuntary termination without cause occurred on December 31, 2019, and that we will achieve the target performance level under the 2018 - 2020 and 2019 - 2021 performance periods. Under these assumptions, the amount reported is equal to twice the amount of the performance award paid to the NEO for the 2016-2018 performance period (which amount would have been paid in 2019), less the amount of the performance award for that period that we actually paid to the NEO in February 2019 pertaining to that performance period, plus a prorated portion (two-thirds for the 2018 - 2020 performance period and one-third for the 2019 - 2021 performance period) of the target payout for both performance periods. The performance level assumptions used to calculate the amounts reported in this row were selected merely to demonstrate the potential compensation that the NEOs could earn with respect to performance shares following certain triggering events and are not intended to provide any indication regarding our future performance.
|
(5)
|
Under the terms of the Stock Plan, if a participant dies, becomes disabled, or retires while holding performance shares, each performance share held by the participant is deemed to be earned on a prorated basis. The shares will be issued to the NEO (or, in the case of death, his or her beneficiary) at the conclusion of the applicable performance period at the same time that shares are issued to other participants whose employment did not terminate before the end of the period and will be prorated on the basis of the number of months of service by the NEO during the performance period, with the normal adjustment based upon the achievement of the performance goals during the entire performance period. For purposes of calculating the amounts reported in this row, it was assumed that the effective date of retirement, disability or death occurred on December 31, 2019, and that we will achieve the target performance level under the 2018 - 2020 and 2019 - 2021 performance periods. Under these assumptions, each NEO would be entitled to receive a prorated portion (two-thirds for the 2018-2020 performance period and one-third for the 2019 - 2021 performance period) of the target payout for both performance periods. The performance level assumptions used to calculate the amounts reported in this row were selected merely to demonstrate the potential compensation that the NEOs could earn with respect to performance shares following certain triggering events and are not intended to provide any indication regarding our future performance.
|
(6)
|
Under the terms of the severance agreements entered into between us and each NEO, in the event an NEO’s employment is terminated without cause and the NEO executes an agreement releasing us from any liability for claims relating to the NEO’s employment with us, that NEO is entitled to receive a lump sum payment separate from and in addition to his assigned target amount under the Annual Plan for the calendar year in which his date of termination occurs. In addition, each NEO is entitled to receive on a prorated basis the award, if any, under the Annual Plan to which such NEO would have been entitled with respect to the calendar year during which the termination occurred. The target amount assigned to each NEO under the Annual Plan for 2019, based on base pay on January 1, 2019, is reported in the Grants of Plan-Based Awards Table. The payment in this chart has been calculated using each NEO’s actual base pay for the twelve months ending December 31, 2019. Assuming a termination date of December 31, 2019, each of the NEOs would have been entitled under their severance agreements to a lump sum payment equal to their respective assigned target amount under the Annual Plan for the 2019 performance period. Each NEO would also have received an additional prorated Annual Plan award, which because the termination date is assumed to be December 31, 2019, would be equivalent to the award actually made for the 2019 performance period. Absent the application of the severance agreements, an NEO would not be entitled to any payment under the Annual Plan for the performance period in which he is terminated.
|
(7)
|
Under the terms of the severance agreements entered into between us and each NEO, in the event an NEO’s employment is terminated without cause the NEO is entitled to continue to receive certain benefits for the duration of his “severance period.” The term “severance period” is either six or eighteen months for each NEO, depending upon whether they execute releases of all claims relating to their employment in our favor. The shorter term applies if the NEO does not execute a release of all claims in our favor
|
(8)
|
Under the terms of the severance agreements entered into between us and each NEO, an NEO who is involuntarily terminated without cause is entitled to receive cash severance benefits in an amount equal to the NEO’s base salary for a period of six months in a single, undiscounted lump sum. If the NEO executes an agreement releasing us from any liability for claims relating to the NEO’s employment with us, the NEO is also entitled to receive an additional lump sum severance payment in an amount equal to 12 months of base salary. The amounts calculated for this row assume that the termination occurred on December 31, 2019.
|
(9)
|
Under the terms of the Stock Plan, if a participant dies or becomes disabled, then all outstanding restrictions on his or her unvested restricted stock immediately lapse. The amounts reported in this row represent the value of the unvested restricted stock granted to each NEO under the Stock Plan assuming death or disability occurred on December 31, 2019. Amounts were calculated based on the closing market price of our common stock ($3.29) on the last day that the stock traded (December 31, 2019) during 2019. Messrs. Newport and Reich were retirement eligible as of December 31, 2019, and, therefore, the NEO would not have received any incremental value in the event of the NEO’s death or disability as of that date beyond what is reflected in the “Normal Retirement” scenario.
|
(10)
|
The amounts reported in this row represent the incremental value of the SERP benefit calculated for each NEO other than Messrs. Alter, Lauschke and Ross, who are not participants in the SERP, assuming death or disability on December 31, 2019, in excess of the vested amount payable due to retirement as of December 31, 2019. In other words, this row excludes any amounts to which the NEO would be entitled under the terms of the SERP if he left his employment with us as of December 31, 2019, without assuming death or disability. These amounts are based on the benefits underlying the present values in the Pension Benefits Table. The SERP benefit payments include an offset in the amounts payable equal to benefits attributable to certain non-elective contributions by us to a participant’s account in a tax-qualified defined contribution plan sponsored by us. For participants younger than age 55, the death benefit was reduced actuarially to account for immediate payment as of December 31, 2019, and a 0.95% discount rate was used to calculate the lump sum present value.
|
(11)
|
The amounts reported in this row represent the incremental value of the ERIP benefit calculated for Messrs. Alter, Lauschke and Ross, who are participants in the ERIP, assuming death or disability on December 31, 2019, in excess of the vested amount payable due to retirement as of December 31, 2019. In other words, this row excludes any amounts to which Messrs. Alter, Lauschke or Ross would be entitled under the terms of the ERIP if they voluntarily ended their employment with us as of December 31, 2019, without assuming death or disability. These amounts are based on the benefits underlying the present values in the Pension Benefits Table. The ERIP benefit payments include an offset in the amounts payable equal to benefits attributable to certain non-elective contributions by us to a participant’s account in a tax-qualified defined contribution plan sponsored by us. For participants younger than age 55, the death benefit was reduced actuarially to account for immediate payment as of December 31, 2019, and a 0.95% discount rate was used to calculate the lump sum present value.
|
(12)
|
Under the terms of the change-of-control agreements entered into between us and each NEO, upon a triggering event and the execution of a full release of claims in our favor, the NEO is entitled immediately to (a) exercise all stock options awarded to the NEO under the Stock Plan from the effective date of the release until the earlier of the third anniversary of the date of termination or the date the option expires under its own terms, and (b) unrestricted ownership of all shares of restricted stock granted to the NEO under the Stock Plan. Under the terms of the Stock Plan, as of the effective date of our change-of-control all outstanding stock options become immediately exercisable, all restrictions on the transfer of unvested restricted stock lapse, and all performance shares are deemed earned at the target amount assigned to each award, with payment prorated based upon the number of full months of the performance period with respect to each award that has lapsed as of the effective date of the change-of-control. Messrs. Newport and Reich were retirement eligible as of December 31, 2019, and would have been entitled to the respective benefits without the occurrence of our change-of-control. As such, because Messrs. Newport and Reich would not have received any incremental value in the event of a change-of-control as of December 31, 2019, beyond what is reflected in the “Normal Retirement” scenario, no additional value is reflected in this table.
|
(13)
|
Under the terms of the change-of-control agreements entered into between us and each NEO, upon a triggering event and the execution of a full release of claims in our favor, the NEO is entitled to receive a lump sum payment equal to (a) two times the greater of (i) the NEO’s assigned target amount under the Annual Plan for the calendar year in which the termination occurs, (ii) the amount paid to the NEO under the Annual Plan for the calendar year immediately preceding the calendar year in which the date of termination occurs, or (iii) the average of the amounts paid or payable to the NEO under the Annual Plan for each of the three calendar years immediately preceding the calendar year in which the date of termination occurs, less (b) any amounts otherwise paid or payable to the NEO under the Annual Plan with respect to the calendar year immediately preceding the calendar year in which the date of termination occurs, plus (c) the NEO’s assigned maximum amount under the Annual Plan for the year in which the date of termination occurs, prorated based upon the employment period during such year. The amounts reported in this row assume that the termination occurred on December 31, 2019. Messrs. Newport and Reich are retirement eligible at December 31,
|
(14)
|
Under the terms of the Stock Plan, if a change-of-control occurs and a participant has outstanding grants of performance shares, each grant held by the participant is deemed to be earned at the target amount assigned to the participant on a prorated basis based upon the number of full months of the performance period with respect to each award that has elapsed as of the effective date of the change-of-control. The prorated payment will be made to the NEO as soon as administratively feasible following the effective date of the change-of-control. The amounts reported in this row assume that the effective date of change-of-control occurred on December 31, 2019. Messrs. Newport and Reich are retirement eligible at December 31, 2019, and would be entitled to this provision without a change-of-control. Therefore, the value is excluded from this table.
|
(15)
|
Under the terms of the change-of-control agreements entered into between us and each NEO, upon a triggering event and the execution of a full release of claims in our favor, the NEO is entitled to receive a lump sum payment equal to the incentive payment with respect to any completed performance period under the Long-Term Plan that has not been paid as of the date of the NEO’s termination (which amount shall not be less than it would be if calculated at the NEO’s assigned target amount under the Long-Term Plan), plus a prorated amount of the incentive award with respect to any incomplete performance period calculated at the NEO’s assigned target amount under the Long-Term Plan for each such performance period. The amounts reported in this row assume that the effective date of the change-of-control occurred on December 31, 2019.
|
(16)
|
The amounts reported in this row represent the incremental value of the SERP calculated under the change-of-control agreement for Messrs. Newport and Reich in excess of the vested amount as of December 31, 2019. In other words, this row excludes any amounts to which the NEO would be entitled if he retired on December 31, 2019, regardless of whether a change-of-control had occurred on or before that date, which amounts are based on the benefits underlying the present values in the Pension Benefits Table, adjusted to reflect commencement at the earliest possible date on or after December 31, 2019. These adjustments include a payment date of December 31, 2019, or age 55, if later, a reduction in benefits to reflect commencement prior to age 60, and a 0.95% discount rate used to calculate the lump sum present value. Under the SERP, if a participant elects to commence payments early following his or her 55th birthday instead of after his or her 60th birthday, the payments will be reduced to the actuarial equivalent of the regular payments based upon the participant’s age and certain actuarial assumptions. However, in the event of a change-of-control, there would be no such actuarial reduction for commencement of a participant’s benefit before age 60. The SERP benefit payments include an offset in the amounts payable equal to benefits attributable to certain non-elective contributions by us to a participant’s account in a tax-qualified defined contribution plan sponsored by us. The amounts reported in this row assume that the effective date of the change-of-control occurred on December 31, 2019.
|
(17)
|
The amounts reported in this row represent the incremental value of the ERIP calculated under the change-of-control agreement for Messrs. Alter, Lauschke and Ross, in excess of the vested amount as of December 31, 2019. In other words, this row excludes any amounts to which Messrs. Alter, Lauschke and Ross would be entitled if any of them retired on December 31, 2019, regardless of whether a change-of-control had occurred on or before that date, which amounts are based on the benefits underlying the present values in the Pension Benefits Table, adjusted to reflect commencement at the earliest possible date on or after December 31, 2019. These adjustments include a payment date of December 31, 2019, or age 55, if later, a reduction in benefits to reflect commencement prior to age 60, and a 0.95% discount rate used to calculate the lump sum present value. Under the ERIP, if a participant elects to commence payments early following his or her 55th birthday instead of after his or her 60th birthday, the payments will be reduced to the actuarial equivalent of the regular payments based upon the participant’s age and certain actuarial assumptions. However, in the event of a change-of-control, there would be no such actuarial reduction for commencement of a participant’s benefit before age 60. The ERIP benefit payments include an offset in the amounts payable equal to benefits attributable to certain non-elective contributions by us to a participant’s account in a tax-qualified defined contribution plan sponsored by us. The amounts reported in this row assume that the effective date of the change-of-control occurred on December 31, 2019.
|
(18)
|
Under the terms of the change-of-control agreements entered into between us and each NEO, upon a triggering event the NEO is entitled to continue to receive certain benefits, if the NEO executes a full release of claims relating to his employment in our favor, for up to 24 months. The amounts calculated for this row assume that the effective date of the change-of-control and termination occurred on December 31, 2019. The employment benefits reported in this row include an annual executive physical, tax preparation and financial planning, life insurance and annual cost of health insurance for the applicable severance period. For purposes of this table, the severance period is assumed to be the maximum period available to each NEO.
|
(19)
|
Under the terms of the change-of-control agreements entered into between us and each NEO, upon a triggering event the NEO is entitled to receive cash severance benefits in an amount equal to six months of the NEO’s base salary in a single, undiscounted lump sum payment. If the NEO executes a full release of claims relating to his employment in our favor, the NEO is entitled to receive additional cash severance in a single, undiscounted lump sum in an amount equal to 18 months of the NEO’s base salary. The amounts calculated for this row assume that the effective date of the change-of-control and termination occurred on December 31, 2019.
|
(20)
|
Jaime Vasquez retired effective November 30, 2019. As such, only the actual payments made to Mr. Vasquez in 2019 in connection with his retirement are provided.
|
Chair Position
|
|
Additional Annual Retainer
|
Non-Executive Chair of the Board
|
|
$75,000
|
Audit Committee
|
|
$27,500(1)
|
Corporate Sustainability Committee
|
|
$10,000
|
Finance Committee
|
|
$15,000
|
Management Development and Compensation Committee
|
|
$20,000
|
Nominating and Governance Committee
|
|
$12,500
|
(1)
|
Consists of $20,000 Chair retainer and additional $7,500 non-chair member cash retainer.
|
Name(1)
|
|
Fees Earned or
Paid in Cash
($)
|
|
Restricted Stock
Unit Awards
($)(2)
|
|
All Other
Compensation ($)(3)
|
|
Total ($)
|
||||||||
Dennis C. Cuneo
|
|
$
|
115,000
|
|
|
$
|
120,000
|
|
|
$
|
5,000
|
|
|
$
|
240,000
|
|
Sheri H. Edison
|
|
112,739
|
|
|
120,000
|
|
|
2,500
|
|
|
235,239
|
|
||||
Mark G. Essig
|
|
127,500
|
|
|
120,000
|
|
|
5,000
|
|
|
252,500
|
|
||||
William K. Gerber
|
|
132,500
|
|
|
120,000
|
|
|
2,500
|
|
|
255,000
|
|
||||
Gregory B. Kenny
|
|
105,000
|
|
|
120,000
|
|
|
2,500
|
|
|
227,500
|
|
||||
Ralph S. Michael, III
|
|
174,488
|
|
|
120,000
|
|
|
2,500
|
|
|
296,988
|
|
||||
Dr. James A. Thomson (4)
|
|
95,000
|
|
|
60,000
|
|
|
2,500
|
|
|
157,500
|
|
||||
Dwayne A. Wilson
|
|
105,000
|
|
|
120,000
|
|
|
—
|
|
|
225,000
|
|
||||
Vicente Wright
|
|
112,500
|
|
|
120,000
|
|
|
2,500
|
|
|
235,000
|
|
||||
Arlene M. Yocum
|
|
112,500
|
|
|
120,000
|
|
|
2,386
|
|
|
234,886
|
|
(1)
|
Mr. Newport, our Chief Executive Officer, is not included in this table because he is an employee and thus receives no compensation for his service as a Director. The compensation Mr. Newport received for his service as an employee is reported in the Summary Compensation Table.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value of RSUs granted in 2019, computed in accordance with ASC Topic 718. The actual number of RSUs granted each quarter is calculated by dividing the quarterly annualized amount (e.g., $30,000) by the Market Price of our common stock on the grant date. For 2019, Messrs. Cuneo, Essig, Kenny and Wright elected to defer settlement of their RSUs until six months following the date they complete their service on the Board. As of December 31, 2019, non-employee Directors had the following aggregate number of RSUs outstanding (rounded to the nearest whole number): Mr. Cuneo, 203,459; Ms. Edison, 49,746; Mr. Essig, 155,025; Mr. Gerber, 49,746; Mr. Kenny, 153,522; Mr. Michael, 49,746; Mr. Wilson, 49,746; Mr. Wright, 86,538; and Ms. Yocum, 49,746.
|
(3)
|
The amounts in this column constitute matching charitable gift donations made by the AK Steel Foundation pursuant to a matching gift program. Under this program, our employees and Directors are eligible for matching contributions by the Foundation of up to $2,500 per person per calendar year (up to $5,000 per calendar year for donations made prior to 2019) to qualifying charitable institutions.
|
(4)
|
Dr. Thomson retired as of May 23, 2019.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan Category
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in First Column)
|
|||
Equity compensation plans approved by security holders
|
4,131,409
|
|
5.26
|
|
14,547,748
|
|
Directors and Executive Officers
|
|
Common Shares Owned
(1) |
|
Percentage of
Outstanding Shares (2) |
|
Restricted
Stock Units (3) |
|
Shares Owned Beneficially
|
|||
Joseph C. Alter
|
|
222,571
|
|
|
*
|
|
0
|
|
|
222,571
|
|
Dennis C. Cuneo
|
|
15,712
|
|
|
*
|
|
213,106
|
|
|
228,818
|
|
Sheri H. Edison
|
|
117,243
|
|
|
*
|
|
46,377
|
|
|
163,620
|
|
Mark G. Essig
|
|
37,784
|
|
|
*
|
|
164,672
|
|
|
202,456
|
|
William K. Gerber
|
|
169,941
|
|
|
*
|
|
46,377
|
|
|
216,318
|
|
Gregory B. Kenny (4)
|
|
0
|
|
|
*
|
|
163,168
|
|
|
163,168
|
|
Scott M. Lauschke
|
|
143,778
|
|
|
*
|
|
0
|
|
|
143,778
|
|
Ralph S. Michael, III
|
|
205,596
|
|
|
*
|
|
46,377
|
|
|
251,973
|
|
Roger K. Newport
|
|
1,707,785
|
|
|
*
|
|
0
|
|
|
1,707,785
|
|
Kirk W. Reich
|
|
717,177
|
|
|
*
|
|
0
|
|
|
717,177
|
|
Christopher J. Ross
|
|
126,728
|
|
|
*
|
|
0
|
|
|
126,728
|
|
Jaime Vasquez (5)
|
|
183,198
|
|
|
*
|
|
0
|
|
|
183,198
|
|
Dwayne A. Wilson
|
|
54,464
|
|
|
*
|
|
46,377
|
|
|
100,841
|
|
Vicente Wright
|
|
104,269
|
|
|
*
|
|
96,185
|
|
|
200,454
|
|
Arlene M. Yocum
|
|
54,464
|
|
|
*
|
|
46,377
|
|
|
100,841
|
|
All current and nominee Directors and current Executive Officers as a group (21 persons)
|
|
4,893,163
|
|
|
1.5%
|
|
903,274
|
|
|
4,729,726
|
|
(1)
|
For Executive Officers, this column includes stock options to purchase shares of common stock exercisable before February 29, 2020, as follows: Mr. Alter, 114,205 shares; Mr. Lauschke, 63,570 shares; Mr. Newport, 872,247 shares; Mr. Reich, 381,585 shares; Mr. Ross, 61,974 shares; and Mr. Vasquez, 130,239 shares. All outstanding stock options exercisable before February 29, 2020, are included in these totals, regardless of whether their exercise price was above or below the price of our common stock as of February 29, 2020.
|
(2)
|
An asterisk indicates ownership of less than 1%.
|
(3)
|
A significant portion of the effective equity ownership by our Directors is in the form of RSUs, which do not satisfy the definition of “shares beneficially owned” for purposes of this table and therefore are not included in the Common Shares Owned column in this table. An RSU is a grant valued in terms of stock and vests immediately, but no actual shares of stock are issued at the time of the grant. The amount in this column reflects the aggregate number of RSUs held by each Director as of March 1, 2020.
|
(4)
|
Mr. Kenny has elected to defer settlement of all RSUs granted to him thus far during his tenure as a Director. The shares underlying all of these RSUs vested immediately upon grant, but will be issued upon his retirement from the Board.
|
(5)
|
Mr. Vasquez retired from the Company on November 30, 2019.
|
Name and Address of Beneficial Owner
|
Shares Owned
Beneficially
|
Percentage of
Outstanding Shares
|
|
BlackRock, Inc.
|
49,061,498 (1)
|
15.48
|
%
|
55 East 52nd Street
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
33,367,383 (2)
|
10.53
|
%
|
100 Vanguard Blvd.
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
State Street Corporation
|
17,236,219 (3)
|
5.44
|
%
|
State Street Financial Center
|
|
|
|
One Lincoln Street
|
|
|
|
Boston, MA 02111
|
|
|
(1)
|
Based on information contained in a statement on Schedule 13G (Amendment No. 9) dated February 4, 2020, and filed February 4, 2020, BlackRock, Inc. has sole dispositive power over 49,061,498 shares and sole voting power over 48,295,580 shares of our outstanding common stock.
|
(2)
|
Based on information contained in a statement on Schedule 13G (Amendment No. 12) dated February 12, 2020, and filed February 12, 2020, The Vanguard Group, Inc. has sole voting power over 451,161 shares, shared voting power over 52,700 shares, sole dispositive power over 33,367,383 shares, and shared dispositive power over 472,361 shares of our outstanding common stock.
|
(3)
|
Based on information contained in a statement on Schedule 13G dated February 13, 2020, and filed February 13, 2020, State Street Corporation has shared dispositive power over 17,236,219 shares and shared voting power over 16,046,454 shares of our outstanding common stock.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
•
|
the benefits of the transaction to us;
|
•
|
the impact on a Director’s independence in the event the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, stockholder or Executive Officer;
|
•
|
the availability of other sources for comparable products or services;
|
•
|
the specific terms of the transaction; and
|
•
|
the terms available to unrelated third parties or to employees generally for a comparable transaction.
|
Item 14.
|
Principal Accounting Fees and Services.
|
(in thousands of dollars)
|
2019
|
|
2018
|
||||
Audit Fees (1)
|
$
|
3,580
|
|
|
$
|
3,520
|
|
Audit-Related Fees (2)
|
30
|
|
|
45
|
|
||
Total Audit and Audit-Related Fees
|
3,610
|
|
|
3,565
|
|
||
Tax-Related Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
3,610
|
|
|
$
|
3,565
|
|
(1)
|
Includes fees for the integrated audit of annual consolidated financial statements and reviews of unaudited quarterly consolidated financial statements, audits of internal control over financial reporting, and consents related to filings with the SEC.
|
(2)
|
Includes fees for attest services related to financial reporting that is not required by statute or regulations.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Section 302 Certification of Chief Executive Officer.
|
|
|
|
|
|
Section 302 Certification of Chief Financial Officer.
|
|
|
|
|
101.Ins
|
|
XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
|
|
* Filed or furnished herewith, as applicable
|
|
|
|
AK Steel Holding Corporation
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
/s/ Christopher J. Ross
|
|
|
|
Christopher J. Ross
|
|
|
|
Vice President, Treasurer and Interim Chief Financial Officer
|
Signature & Title
|
|
Signature & Title
|
|
|
|
/s/ Ralph S. Michael, III
|
|
/s/ Mark G. Essig
|
Ralph S. Michael, III
|
|
Mark G. Essig
|
Chairman of the Board
|
|
Director
|
|
|
|
/s/ Roger K. Newport
|
|
/s/ William K. Gerber
|
Roger K. Newport
|
|
William K. Gerber
|
Chief Executive Officer and Director
|
|
Director
|
|
|
|
/s/ Christopher J. Ross
|
|
/s/ Gregory B. Kenny
|
Christopher J. Ross
|
|
Gregory B. Kenny
|
Vice President, Treasurer and Interim Chief Financial Officer
|
|
Director
|
|
|
|
/s/ Gregory A. Hoffbauer
|
|
/s/ Dwayne A. Wilson
|
Gregory A. Hoffbauer
|
|
Dwayne A. Wilson
|
Vice President, Controller and Chief Accounting Officer
|
|
Director
|
|
|
|
/s/ Dennis C. Cuneo
|
|
/s/ Vicente Wright
|
Dennis C. Cuneo
|
|
Vicente Wright
|
Director
|
|
Director
|
|
|
|
/s/ Sheri H. Edison
|
|
/s/ Arlene M. Yocum
|
Sheri H. Edison
|
|
Arlene M. Yocum
|
Director
|
|
Director
|
1 Year AK Steel Chart |
1 Month AK Steel Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions