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Share Name | Share Symbol | Market | Type |
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Atkore Inc | NYSE:ATKR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.99 | 0.56% | 176.25 | 179.14 | 173.41 | 179.14 | 533,025 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect the three Class III directors named in this proxy statement to serve until the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting").
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2.
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To hold a non-binding advisory vote approving executive compensation.
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3.
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To approve the management proposal to amend the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to declassify the board of directors for annual elections by the 2022 Annual Meeting.
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4.
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To approve the management proposal to amend the Certificate of Incorporation to eliminate supermajority voting requirements.
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5.
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To approve the management proposal to amend the Company's Second Amended and Restated By-laws (the "By-laws") to replace plurality voting with majority voting in uncontested elections of directors.
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6.
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To ratify the selection of
Deloitte & Touche LLP
as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2019
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7.
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To transact such other business as may properly come before the Annual Meeting of Stockholders or any reconvened meeting following any adjournment or postponement thereof.
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Page
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Proposal 1: The election of three nominees named in the proxy statement as Class III directors for a term expiring at the 2022 Annual Meeting.
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Proposal 2: A non-binding advisory vote approving executive compensation.
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Proposal 3: The management proposal to amend the Certificate of Incorporation to declassify the board of directors for annual elections by the 2022 Annual Meeting.
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Proposal 4: The management proposal to amend the Certificate of Incorporation to eliminate supermajority voting requirements.
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Proposal 5: The management proposal to amend the By-laws to replace plurality voting with majority voting in uncontested elections of directors.
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Proposal 6: The ratification of
Deloitte & Touche LLP
as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2019
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To transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.
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Proposal 1: “FOR” each of the nominees named in the proxy statement as Class III directors for a term expiring at the 2022 Annual Meeting.
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Proposal 2: “FOR” the non-binding advisory vote approving executive compensation.
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Proposal 3: "FOR" the management proposal to amend the Certificate of Incorporation to declassify the board of directors for annual elections by the 2022 Annual Meeting.
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Proposal 4: "FOR" the management proposal to amend the Certificate of Incorporation to eliminate supermajority voting requirements.
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Proposal 5: "FOR" the management proposal to amend the By-laws to replace plurality voting with majority voting in uncontested elections of directors.
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Proposal 6: “FOR” the ratification of
Deloitte & Touche LLP
as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2019
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Proposal 1: “FOR” each of the nominees named in the proxy statement as Class III directors for a term expiring at the 2022 Annual Meeting,
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Proposal 2: “FOR” the non-binding advisory vote approving executive compensation,
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Proposal 3: "FOR" the management proposal to amend the Certificate of Incorporation to declassify the board of directors for annual elections by the 2022 Annual Meeting,
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Proposal 4: "FOR" the management proposal to amend the Certificate of Incorporation to eliminate supermajority voting requirements,
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Proposal 5: "FOR" the management proposal to amend the By-laws to replace plurality voting with majority voting in uncontested elections of directors,
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Proposal 6: “FOR” the ratification of
Deloitte & Touche LLP
as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2019
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Phasing out the classified board so that all board members are elected annually beginning at the 2022 Annual Meeting, and those directors elected in 2020 and 2021 shall be elected for one-year terms.
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Removing the supermajority voting requirement to amend the Certificate of Incorporation and By-laws so that such governing documents may be amended by a simple majority vote.
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Adopting a majority voting standard in director elections with a director resignation requirement in our Corporate Governance Guidelines and a plurality carve-out in the event of contested elections.
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Provide enhanced disclosure regarding the awards granted to our CEO and CFO and the transition process.
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Provide additional disclosure about how these awards will impact equity grants going forward.
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Director
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Class
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Betty R. Johnson
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Class I—Expiring 2020 Annual Meeting
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William E. Waltz Jr.
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Class I—Expiring 2020 Annual Meeting
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A. Mark Zeffiro
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Class I—Expiring 2020 Annual Meeting
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Jeri L. Isbell
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Class II—Expiring 2021 Annual Meeting
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Wilbert W. James Jr
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Class II—Expiring 2021 Annual Meeting
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Michael V. Schrock*
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Class II—Expiring 2021 Annual Meeting
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Justin A. Kershaw
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Class III—Expiring 2019 Annual Meeting
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Scott H. Muse
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Class III—Expiring 2019 Annual Meeting
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William R. VanArsdale
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Class III—Expiring 2019 Annual Meeting
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Mr. Justin A. Kershaw
Age 57
Director of the Company since 2017
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Justin A. Kershaw
became a director in 2017. Mr. Kershaw is the Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products. Prior to Cargill, he was the Senior Vice President and CIO at the Industrial Sector of Eaton Corporation. Earlier, while the CIO of W.L. Gore and Associates, he also served as an original member of the State of Delaware’s Information Technology Investment Council. He holds a B.A. in Economics from LaSalle University.
Qualifications:
Mr. Kershaw’s global work experience in the broad technology sector provides the board with insight into various international operational, technology and strategic issues the Company encounters.
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Mr. Scott H. Muse
Age 61
Director of the Company since 2015
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Scott H. Muse
became a director in 2015. From 2002 until he retired in 2014, Mr. Muse served as President of Hubbell Lighting Inc., a leading manufacturer of lighting fixtures and controls, and Group Vice President of Hubbell Inc., the parent company of Hubbell Lighting, an international manufacturer of electrical and electronic products for non-residential and residential construction, industrial and utility applications. Prior to that, Mr. Muse was President and Chief Executive Officer of Lighting Corporation of America from 2000 to 2002 and President of Progress Lighting from 1993 to 2000. Additionally, he held leadership and management positions at Thomas Industries, American Electric and Thomas & Betts. Mr. Muse began his career in the electrical manufacturing industry in 1979. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University.
Qualifications:
Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our board with insight into the challenges and opportunities in the electrical manufacturing sector.
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Mr. William R. VanArsdale
Age 67
Director of the Company since 2015
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William R. VanArsdale
became a director in 2015. From 2004 until his retirement on August 1, 2015, Mr. VanArsdale served as Group President of Eaton Corporation plc, a diversified power management company, where he led the hydraulics, filtration and golf grip business units. From 2001 to 2004, Mr. VanArsdale was President of Electrical Components Operation at Eaton, where he was also Operations Vice President of Global Sales and Service from 1999 to 2001. Prior to that, he spent 12 years in various leadership roles at Rockwell Automation. Mr. VanArsdale currently serves as a director of NCI Building Systems, Inc. and he holds a B.S. in Electrical Engineering from Villanova University.
Qualifications:
Mr. VanArsdale’s broad operations, sales and leadership experience in the manufacturing sector provide our board with insight into challenges and opportunities for the manufacturing sector.
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Ms. Betty R. Johnson
Age 60
Director of the Company since 2018
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Betty R. Johnson
became a director in August 2018. Ms. Johnson is the Senior Vice President, Chief Financial Officer and Treasurer of MYR Group Inc., a publicly traded, North American electrical contractor specializing in transmission, distribution, substation, commercial and industrial construction. Prior to MYR Group, Ms. Johnson held various executive positions within manufacturing and construction industries, including chief financial officer roles at Faith Technologies, Inc., Sloan Valve Company, and Block and Company, Inc. In addition, Ms. Johnson has eleven years of audit experience for construction, financial services, and manufacture and distribution industries during her tenure at Deloitte and Touche. Ms. Johnson previously served on the MYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. Ms. Johnson earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.
Qualifications
: Ms. Johnson brings both financial expertise and more than twenty years experience with electrical contractors to our board.
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A
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Mr. William E. Waltz Jr.
Age 54
Director of the Company since 2018
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William E. Waltz Jr.
became a director, and has served as the Company's President and Chief Executive Officer, since October 2018. Prior to that, he served in several executive roles at the Company, including Chief Operating Officer and Group President of the Atkore Electrical Raceway reporting segment. During his tenure with Atkore, Mr. Waltz was also the President of the Atkore Conduit and Fittings business unit, a position he held for two years beginning in September 2015, after joining Atkore as President-Plastic Pipe and Conduit in 2013. From 2009 until joining Atkore, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company. Prior to that, he spent fifteen years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz holds a B.S. in Industrial Engineering from Pennsylvania State University, a M.S. in Computer Science from Villanova University and an M.B.A. from Northwestern University, Kellogg Graduate School of Management. He was also a graduate of General Electric’s Information Systems Management Program.
Qualifications
: Mr. Waltz's intimate knowledge of the Company's day-to-day operations as President and Chief Executive Officer and his significant prior experience in the Company's industry qualify him to serve on our board of directors.
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Mr. A. Mark Zeffiro
Age 52
Director of the Company since 2015
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A. Mark Zeffiro
became a director in 2015. Mr. Zeffiro was the President and Chief Executive Officer at Horizon Global Corporation, a designer, manufacturer and distributor of custom-engineered towing, trailering, cargo management products and accessories, until May of 2018. In July 2015, Horizon Global was formed as a stand-alone, publicly traded company from a division of TriMas Corporation, where Mr. Zeffiro was Group President. Prior to that, Mr. Zeffiro spent seven years as the Chief Financial Officer at TriMas with responsibility for investor relations, financial planning, external reporting, business analysis, treasury, tax and corporate capital. Mr. Zeffiro also spent four years at Black and Decker Corporation as Vice President of Finance for Global Consumer Products Group and Vice President of Finance for the U.S. Consumer Products Group. Mr. Zeffiro began his career at General Electric Company, where he held roles of progressive responsibility during his 15-year tenure, culminating in the position of chief financial officer of the Americas and Global Imaging Equipment division within the GE Medical Systems Group. Mr. Zeffiro earned a B.S. in Quantitative Analytics from Bentley College.
Qualifications:
Mr. Zeffiro’s leadership positions provide our board with insight into improving financial and operational performance at public companies.
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Ms. Jeri L. Isbell
Age 61
Director of the Company since 2015
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Jeri L. Isbell
became a director in 2015. Until her retirement in December 2016, Ms. Isbell was the Vice President of Human Resources and Corporate Communications for Lexmark International, Inc., a manufacturer of imaging and output technology and provider of enterprise services, a position she held since February 2003. Prior to that, Ms. Isbell held a number of leadership positions at Lexmark, including Vice President, Compensation and Employee Programs and Vice President, Finance and U.S. Controller. Prior to joining Lexmark in 1991, Ms. Isbell held various positions at IBM. Ms. Isbell is a director of SiteOne Landscape Supply Inc. and Spartan Motors, Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant.
Qualifications
: Ms. Isbell's human resources and communications leadership positions provide our board with insight into key issues and market practices in these areas for public companies.
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Mr. Wilbert W. James Jr.
Age 62
Director of the Company since 2018
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Wilbert W. James Jr. became a director in 2017. Mr. James was the President of Toyota Motor Manufacturing of Kentucky, Inc. (TMMK) from June 2010 through December 2017, which included Toyota's largest manufacturing plant in the world. Prior to becoming President, Mr. James worked in various positions within Toyota Motor's U.S. operations for 23 additional years. Mr. James is a director of Central Bank & Trust Co. and Columbia Forest Products. He holds a B.S. in Mechanical Engineering Technology from Old Dominion University.
Qualifications: Mr. James' experience in manufacturing and operations, with a significant focus in lean manufacturing, helps provide the board with insight into various operational, financial and strategic issues the Company encounters. |
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Mr. Michael V. Schrock
Age 65
Director of the Company since 2018
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Michael V. Schrock
became a director in May 2018 and has served as Chairman of our board of directors since August 2018. Mr. Schrock is a senior operating advisor of Oak Hill Capital Partners. He retired in 2013 from Pentair LLC, a global water, fluid, thermal management, and equipment protection company. Mr. Schrock began his Pentair career in 1998, where he most recently served as President and Chief Operating Officer, beginning in 2006. His other roles at Pentair included President of Water Technologies Americas and President of the Pump and Pool Group and President and COO of Pentair Technical Products. Prior to joining Pentair, Mr. Schrock held numerous senior leadership positions at Honeywell International Inc. He currently serves on the boards of Berlin Packaging, MTS Corporation, and Plexus Corporation, as well as serving on the Board of Governors of the St. Thomas School of Engineering. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from the Kellogg School at Northwestern University.
Qualifications
: Mr. Schrock brings more than forty years of experience in the electrical industry and more than a dozen years of experience on public company boards, including service as a lead director, to our board.
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Director (1)
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Audit
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Compensation
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Nominating and
Governance
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Executive
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Jeri L. Isbell
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X
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X*
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X
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Wilbert W. James, Jr.
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X
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Betty R. Johnson (2)
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X
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Justin A. Kershaw
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X
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Scott H. Muse
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X
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X*
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X
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Michael V. Schrock
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X*
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William R. VanArsdale
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X
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X
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William E. Waltz, Jr. (3)
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X
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A. Mark Zeffiro
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X*
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X
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Number of Meetings
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5
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6
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10
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0
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(1)
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In fiscal year 2018, each member of the board was invited to attend any committee meeting, even if he or she was not a member of that committee.
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(2)
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Ms. Johnson was elected to board on August 1, 2018, and appointed to the Audit Committee on November 15, 2018. She, therefore, did not serve as a Committee member during fiscal year 2018.
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(3)
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Mr. Waltz was appointed to the board concurrent with his promotion to President and CEO on October 1, 2018 and, therefore, did not serve on the board during fiscal year 2018.
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Name
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Age
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Position
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First
Became
an Officer
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William E. Waltz Jr.
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54
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President and Chief Executive Officer, Director
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2013
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David P. Johnson
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51
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Vice President and Chief Financial Officer
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2018
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James A. Mallak
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63
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Vice President and Chief Accounting Officer
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2012
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Kevin P. Fitzpatrick
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54
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Vice President, Global Human Resources
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2012
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Daniel S. Kelly
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58
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Vice President, General Counsel and Corporate Secretary
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2013
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Peter J. Lariviere
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57
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President, Cable Solutions
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2013
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Michael J. Schulte
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51
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Group President, Mechanical Products & Solutions
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2014
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•
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Delivered revenues of $1.8 billion, up 22% compared to 2017, with organic growth of about 14%, after adjusting for acquisitions and divestitures, and foreign exchange differences.
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Delivered productivity savings of approximately $8 million on an annualized basis.
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Maintained its commitment to investing in product leadership and innovation, with approximately $38.5 million in capital expenditures and more than 14 new product launches throughout 2018.
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Generated cash provided by operating activities of $146 million, and repurchased 19 million shares for approximately $412 million to return value to stockholders. The Company’s balance sheet remains strong, with capacity to invest, fund future growth, and assess opportunistic value creating M&A activity.
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Executed on CEO and CFO succession plans, and continued to invest in its leadership talent pipeline and increased employee engagement above benchmark levels.
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Performance based
—a significant portion of compensation should be at risk and tied to corporate, business unit and/or individual performance. At risk compensation is only paid based on the achievement of specific pre-established performance goals and/or an increase in Atkore's stock price. Annual incentive payouts are subject to further adjustment based upon business unit and/or individual performance. We also view stock options, which only have value if our stock price rises, as inherently performance-based and at risk even when vesting is based solely on continued service.
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Attract and retain talent
—the total compensation package is competitive with the general industry and our compensation peer group and is at a level that is appropriate to attract, retain and motivate highly qualified executives capable of leading us to higher performance. Base salary and annual incentives provide a competitive annual total cash compensation opportunity in the short term and equity incentives provide a competitive opportunity over the long term. All of these elements serve to support our desire to attract and retain executive talent and are reviewed for competitiveness annually. We have concluded that we can compete successfully for talent by targeting total compensation (i.e., base salary, annual incentives and long-term incentives) at market median levels, with the opportunity to earn more or less than median levels based on our performance.
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Aligned with stockholder interests
—the interests of executives should align with the interests of our stockholders by using performance measures that correlate well with the creation of stockholder value. Our short-term and long-term incentive plans are both designed to use financial performance measures that correlate well with stockholder value.
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Balanced
—Compensation plan designs promote a balance between annual and long-term business results. While we believe the creation of long-term stockholder value is extremely important, we also believe that the achievement of our annual goals is the best way to contribute to our sustainable, long-term success.
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Supportive of our mission and values
—Compensation supports our mission to be the customers’ first choice by providing unmatched quality, delivery, and value based on sustainable excellence in strategy, people and processes. We inherently believe that we are most successful when we focus on living our values of accountability, teamwork, integrity, respect and excellence. We achieve this goal primarily by having annual incentives that can decrease or increase based on the subjective assessment of qualitative performance goals.
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Corporate Performance
—The AIP is designed to reward the achievement of annual financial goals and qualitative goals. These goals are included in the annual operating plan prepared by management and approved by our board. The annual design and performance metrics apply to all executives and most other employees who are eligible for annual bonuses.
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Business Unit Performance
—The CEO reviews the performance of each business unit based on the achievement of goals included in our annual operating plan consisting of both financial and qualitative measures. Based on this
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Individual Performance
—our performance review process applies to all salaried employees, including the CEO and our other named executive officers. An employee’s performance is evaluated against the expectations of his or her position and the annual operating plan. Individual performance goals are established at the beginning of each fiscal year and individual performance goals are aligned with our annual operating plan. Performance under the plan is evaluated at least annually. For our named executive officers other than the CEO, the CEO will make a recommendation to the Compensation Committee for its approval due to his direct supervision of these individuals. For the CEO, these determinations are made by the Compensation Committee, subject to the final approval of our board.
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•
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definition of the market for executive compensation is tied to our compensation peer group and survey data sources;
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determination of an appropriate pay mix for total direct compensation, consisting of defined levels of base salary, as well as short- and/or long-term incentives;
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•
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a direct link between incentives and business results;
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•
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the requirement that an NEO accumulate and hold stock having a value that represents a meaningful commitment to him or her; and
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Cost-efficient group welfare benefits and retirement plans which are comparable to the plans of peers with which we compete for talent.
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What We Do
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ü
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Deliver a significant percentage of target annual compensation in the form of variable compensation tied to performance
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ü
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Provide an appropriate mix of short-term and long-term compensation
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ü
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Require stock ownership and retention of a significant portion of equity-based awards
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ü
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Provide limited perquisites
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ü
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Engage an independent compensation consultant
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ü
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Allow the Company to recoup incentive compensation for executive officers through a clawback policy
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ü
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"Double Trigger" change in control vesting provisions
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What We Don't Do
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x
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Gross-up excise taxes that may become due on change in control payments and benefits
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x
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Provide incentives that encourage excessive risk taking
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x
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Guarantee incentive awards for executive officers
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x
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Allow hedging, pledging or short sales of our securities by our officers and directors
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x
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Discount or reprice stock options
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Advanced Drainage Systems
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Interface Inc.
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Apogee Enterprises, Inc.
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Littelfuse, Inc.
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Armstrong World Industries, Inc.
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Masonite International Corporation
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AZZ Incorporated
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NCI Building Systems
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Belden Inc.
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Regal Beloit Corporation(1)
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Encore Wire Corporation
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Rexnord Corporation
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General Cable Corporation
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Simpson Manufacturing Co.
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Gibraltar Industries, Inc.
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USG Corporation
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Hubbell Inc.
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(1)
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Regal Beloit Corporation was added to the peer group used to establish fiscal year 2018 target compensation, replacing AAON Inc. from the peer group established for fiscal year 2017 target compensation.
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•
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base salary;
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•
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annual incentive compensation paid in the form of cash bonuses;
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•
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long-term equity incentive compensation in the form of stock options, RSUs and PSUs; and
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•
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other benefits (primarily our retirement savings plan and our group health and welfare plans).
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Name
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Prior Base Salary
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Current Base Salary
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% Increase
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|||||
John P. Williamson
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$
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775,000
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$
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800,000
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3.2
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%
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James A. Mallak
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$
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437,000
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$
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450,000
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3.0
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%
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David P. Johnson
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n/a
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$
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475,000
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n/a
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William E. Waltz, Jr.
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$
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450,000
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$
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550,000
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22.2
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%
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Michael J. Schulte
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$
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450,000
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$
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450,000
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—
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%
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Peter J. Lariviere
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$
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400,000
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$
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400,000
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—
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%
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Daniel S. Kelly
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$
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339,000
|
|
|
$
|
350,000
|
|
|
3.2
|
%
|
Metric
|
|
CEO and Chief
Financial Officer
(%)(1)
|
|
Group/Business Unit
Presidents
(%)
|
|
Other
Executive
Officers (%)
|
|||
Atkore Adjusted EBITDA
|
|
75
|
|
|
25
|
|
|
75
|
|
Atkore Working Capital Days
|
|
25
|
|
|
—
|
|
|
25
|
|
Group/Business Unit Adjusted EBITDA
|
|
—
|
|
|
50
|
|
|
—
|
|
Group/Business Unit Working Capital Days
|
|
—
|
|
|
25
|
|
|
—
|
|
(1)
|
During fiscal year 2018 Mr. Waltz was promoted from Group President Electrical Raceway to President & COO of Atkore. As part of this promotion, Mr. Waltz’s AIP bonus was measured under both Electrical Raceway Group segment (7 months) and Atkore Corporate (5 months) metrics. For the seven months of performance as Group President of Electrical Raceway, his target bonus was 70% of base pay. For the five months of performance as President & COO, his target bonus was 80% of base pay. The resulting target bonus percent is equal to 74.2%.
|
Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
Atkore Adjusted EBITDA
|
|
$
|
208.0
|
|
|
$
|
260.0
|
|
|
$
|
325.0
|
|
|
$
|
273.2
|
|
Atkore Working Capital Days
|
|
71.5
|
|
|
68.1
|
|
|
62.7
|
|
|
65.1
|
|
||||
Group/Business Unit Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Mechanical Products & Solutions
|
|
$
|
53.1
|
|
|
$
|
66.3
|
|
|
$
|
82.9
|
|
|
$
|
52.4
|
|
Electrical Raceway(1)
|
|
$
|
179.4
|
|
|
$
|
224.2
|
|
|
$
|
280.3
|
|
|
$
|
254.8
|
|
Group/Business Unit Working Capital Days:
|
|
|
|
|
|
|
|
|
||||||||
Mechanical Products & Solutions
|
|
67.2
|
|
|
64.0
|
|
|
58.9
|
|
|
58.4
|
|
||||
Electrical Raceway(1)
|
|
73.5
|
|
|
70.0
|
|
|
64.4
|
|
|
68.1
|
|
||||
Payout Percentage
|
|
50
|
%
|
|
100
|
%
|
|
250
|
%
|
|
|
(1)
|
Mr. Lariviere’s AIP metrics are specific to his Business Unit and not measured on the Group reporting level. Mr. Lariviere’s business unit falls within the Electrical Raceway Group. His AIP metrics are tied to the Cable Solutions business unit and are as follows: 50% weighting on Cable Solutions Adjusted EBITDA, 25% weighting on Atkore Adjusted EBITDA and 25% weighting on Cable Solutions Inventory Days on Hand (a major component of Working Capital Days). The Cable Solutions specific metrics threshold, target and maximum targets and actual performance are as follows:
|
Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
Cable Solutions Adjusted EBITDA
|
|
$
|
58.2
|
|
|
$
|
72.8
|
|
|
$
|
90.9
|
|
|
$
|
51.8
|
|
Cable Solutions Inventory Days on Hand
|
|
55.5
|
|
|
52.9
|
|
|
48.6
|
|
|
50.0
|
|
||||
Payout Percentage
|
|
50
|
%
|
|
100
|
%
|
|
250
|
%
|
|
|
|
|
Minimum
|
|
Target
|
|
Maximum
|
|||
Personal Performance Factor
|
|
—
|
%
|
|
100
|
%
|
|
200
|
%
|
Named Executive
Officer
|
|
Target Bonus Opportunity as % of Base Salary
|
|
Atkore Adjusted
EBITDA Achievement
(%)(1)
|
|
Group /Business Unit Adjusted
EBITDA
Achievement
(%)(1)
|
|
Atkore Working
Capital Days
Achievement
(%)(1)
|
|
Group/Business
Unit Working
Capital Days
Achievement
(%)(1)
|
|
Bonus
Payout %
before
Personal
Performance
Factor (A)
|
|
Personal
Performance
Factor (%)
(B)
|
|
Final Bonus
Earned as a % of Target
(C) =
(A)x(B)
|
||||||||
John P. Williamson
|
|
125
|
|
|
130.38
|
|
|
—
|
|
|
183.72
|
|
|
—
|
|
|
143.71
|
|
|
100
|
%
|
|
143.71
|
|
James A. Mallak
|
|
70
|
|
|
130.38
|
|
|
—
|
|
|
183.72
|
|
|
—
|
|
|
143.71
|
|
|
101
|
%
|
|
145.15
|
|
David P. Johnson(2)
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
William E. Waltz Jr.(3)
|
|
80
|
|
|
130.38
|
|
|
181.98
|
|
|
183.72
|
|
|
150.32
|
|
|
153.83
|
|
|
102
|
%
|
|
156.91
|
|
Michael J. Schulte
|
|
70
|
|
|
130.38
|
|
|
55.91
|
|
|
—
|
|
|
212.66
|
|
|
113.71
|
|
|
102
|
%
|
|
115.99
|
|
Peter J. Lariviere
|
|
65
|
|
|
130.38
|
|
|
—
|
|
|
—
|
|
|
199.71
|
|
|
82.52
|
|
|
101
|
%
|
|
83.35
|
|
Daniel S. Kelly
|
|
60
|
|
|
130.38
|
|
|
—
|
|
|
183.72
|
|
|
—
|
|
|
143.71
|
|
|
102
|
%
|
|
146.59
|
|
Named Executive Officer
|
|
Target Bonus
Opportunity
($) (D)
|
|
Actual
($)
(C)x(D)(4)
|
||
John P. Williamson
|
|
1,000,000
|
|
|
1,437,132
|
|
James A. Mallak
|
|
315,000
|
|
|
457,224
|
|
David P. Johnson
|
|
—
|
|
|
—
|
|
William E. Waltz Jr.
|
|
408,117
|
|
|
640,338
|
|
Michael J. Schulte
|
|
315,000
|
|
|
365,359
|
|
Peter J. Lariviere
|
|
260,000
|
|
|
216,705
|
|
Daniel S. Kelly
|
|
210,000
|
|
|
307,833
|
|
(1)
|
The percentages equate to the actual achievement of the relevant financial metric shown in the table of financial metrics in the “Compensation Discussion and Analysis-Annual Incentive Plan Compensation” section above. The financial metrics were interpolated from the percentages that correspond to threshold, target or maximum achievement levels. For example, for all of our NEOs, the 130.38% listed for Adjusted EBITDA is based on the actual achievement of this metric of $273.2 million, which has been interpolated from the 100% payout percentage that would have resulted from achievement of $260 million. The group segments and business unit by which our NEOs’ performance was evaluated were: Mr. Schulte, Mechanical Products and Solutions Group, Mr. Waltz, Electrical Raceway Group as well as total Atkore and Mr. Lariviere, Cable Solutions business unit.
|
(2)
|
Mr. Johnson did not receive an AIP bonus payout for fiscal year 2018. His employment with Atkore began after the cut-off date for participation in the AIP of August 1, 2018.
|
(3)
|
During fiscal year 2018, Mr. Waltz was promoted from Group President Electrical Raceway to President & COO of Atkore. As part of this promotion Mr. Waltz’s AIP bonus was measured under both Electrical Raceway Group segment (7 months) and Atkore Corporate (5 months) metrics. For the seven months of performance as Group President of Electrical Raceway, his target bonus was 70% of base pay. For the five months of performance as President & COO, his target bonus was 80% of base pay. The resulting target bonus percent is equal to 74.2%.
|
(4)
|
All percentages shown in the table above are rounded to two decimal places and actual bonus amounts shown above were calculated using four decimal places. Any differences in bonus amounts shown versus amounts calculated using table percentages are due to rounding.
|
•
|
Options are granted with an exercise price equal to the fair market value (closing price) of our shares on the date of grant, vest ratably over three years and have a term of ten years. We compensate our named executive officers with stock options because we view stock options as inherently performance-based even when vesting based solely on continued service.
|
•
|
An RSU represents a right to receive a share of Company common stock in the future, if and when the RSU vests. All RSUs granted as part of our annual grant processes vest ratably over three years. We compensate our named executive officers with service-vesting RSUs to provide additional incentives based on the performance of our stock price and to encourage our named executive officers to remain employed during the vesting period.
|
•
|
A PSU represents a right to receive a share of Company common stock in the future, if and when the PSU vests. Each award of PSUs is denominated in a target number of our shares, with the number of shares that may be earned ranging from 0% to 200% of the target number based on actual performance against the performance metrics. PSUs vest based on achievement of the following performance criteria, measured during a period of the three fiscal years commencing on October 1, 2017: (i) 30% of each PSU award vests based on the total stockholder return of our stock relative to a group of comparable companies as specified in the applicable PSU award agreement, and (ii) 70% of each PSU award vests based on achievement of cumulative adjusted net income relative to internally-established goals. We grant PSUs to our named executive officers in order to provide incentives to achieve corporate goals that are important to us and our stockholders and to provide appropriate rewards to our executives for achieving those goals.
|
Name
|
Equity Awards
|
|
|
||||||||
Stock Option ($)
|
|
RSU ($)
|
|
PSU ($)
|
|
Total ($)
|
|||||
John P. Williamson
|
612,500
|
|
|
612,500
|
|
|
1,225,000
|
|
|
2,450,000
|
|
James A. Mallak
|
125,000
|
|
|
125,000
|
|
|
250,000
|
|
|
500,000
|
|
William E. Waltz Jr.
|
150,000
|
|
|
150,000
|
|
|
300,000
|
|
|
600,000
|
|
Michael J. Schulte
|
150,000
|
|
|
150,000
|
|
|
300,000
|
|
|
600,000
|
|
Peter J. Lariviere
|
128,750
|
|
|
128,750
|
|
|
257,500
|
|
|
515,000
|
|
Daniel S. Kelly
|
87,500
|
|
|
87,500
|
|
|
175,000
|
|
|
350,000
|
|
Participant
|
Retention Percentage
|
Non-employee Directors
|
100%
|
Chief Executive Officer
|
75%
|
All Other Executive Officers
|
50%
|
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(2)
|
|
Stock
Awards
($)(3)
|
|
Option
Awards
($)(4)
|
|
Non-Equity
Incentive Plan
Compensation
($)(5)
|
|
All Other
Compensation
($)(6)
|
|
Total
($)
|
||||||
John P. Williamson
|
|
2018
|
|
847,500
|
|
|
—
|
|
3,573,476
|
|
(8)
|
1,290,909
|
|
(8)
|
1,437,132
|
|
|
45,608
|
|
|
7,194,625
|
|
President & Chief Executive Officer
|
|
2017
|
|
777,700
|
|
|
—
|
|
1,837,502
|
|
|
612,497
|
|
|
573,101
|
|
|
19,303
|
|
|
3,820,103
|
|
|
2016
|
|
736,723
|
|
(1)
|
—
|
|
—
|
|
|
—
|
|
|
1,834,194
|
|
|
10,895
|
|
|
2,581,812
|
|
|
James A. Mallak
|
|
2018
|
|
448,397
|
|
|
225,000
|
|
374,992
|
|
|
125,000
|
|
|
457,224
|
|
|
37,004
|
|
|
1,667,617
|
|
Vice President & Chief Accounting Officer
|
|
2017
|
|
437,000
|
|
|
—
|
|
375,025
|
|
|
124,998
|
|
|
156,308
|
|
|
13,725
|
|
|
1,107,056
|
|
|
2016
|
|
447,346
|
|
(1)
|
—
|
|
—
|
|
|
—
|
|
|
505,659
|
|
|
12,701
|
|
|
965,706
|
|
|
David P. Johnson (7)
|
|
2018
|
|
63,942
|
|
|
—
|
|
700,024
|
|
|
—
|
|
|
—
|
|
|
9,893
|
|
|
773,859
|
|
Vice President & Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
William E. Waltz Jr.
|
|
2018
|
|
490,385
|
|
|
—
|
|
449,991
|
|
|
149,998
|
|
|
640,338
|
|
|
54,991
|
|
|
1,785,703
|
|
President and Chief Operating Officer
|
|
2017
|
|
419,500
|
|
|
—
|
|
1,586,221
|
|
|
128,746
|
|
|
294,439
|
|
|
70,147
|
|
|
2,499,053
|
|
|
2016
|
|
420,984
|
|
(1)
|
—
|
|
—
|
|
|
—
|
|
|
502,115
|
|
|
10,466
|
|
|
933,565
|
|
|
Michael J. Schulte
|
|
2018
|
|
450,000
|
|
|
—
|
|
449,991
|
|
|
149,998
|
|
|
365,359
|
|
|
56,796
|
|
|
1,472,144
|
|
Group President, Mechanical Products & Solutions
|
|
2017
|
|
419,500
|
|
|
—
|
|
1,586,221
|
|
|
128,746
|
|
|
120,947
|
|
|
95,030
|
|
|
2,350,444
|
|
|
2016
|
|
420,984
|
|
(1)
|
—
|
|
—
|
|
|
—
|
|
|
338,190
|
|
|
8,615
|
|
|
767,789
|
|
|
Peter J. Lariviere
|
|
2018
|
|
400,000
|
|
|
—
|
|
386,239
|
|
|
128,748
|
|
|
216,705
|
|
|
9,748
|
|
|
1,141,440
|
|
President, Cable Solutions
|
|
2017
|
|
369,746
|
|
|
—
|
|
1,586,221
|
|
|
128,746
|
|
|
135,337
|
|
|
9,695
|
|
|
2,229,745
|
|
|
2016
|
|
330,431
|
|
|
—
|
|
—
|
|
|
—
|
|
|
404,155
|
|
|
10,330
|
|
|
744,916
|
|
|
Daniel S. Kelly
|
|
2018
|
|
344,500
|
|
|
—
|
|
262,506
|
|
|
87,498
|
|
|
307,833
|
|
|
12,592
|
|
|
1,014,929
|
|
Vice President, General Counsel & Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Salary data for fiscal year 2016 is reflective of 27 pay periods for all of our NEOs except Mr. Lariviere. His salary is based on the customary 26 pay periods in a normal fiscal year.
|
(2)
|
Bonus payment of $225,000 made to Mr. Mallak in June 2018 is the first installment of the retention agreement made between the Company and Mr. Mallak. For more details about Mr. Mallak's retention agreement, see the section entitled "Retention Awards" on page 29.
|
(3)
|
The amounts reported in the Stock Awards column reflect the aggregate grant date fair value associated with awards of RSUs and PSUs to each of the NEOs, determined in accordance with FSB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 for additional detail regarding assumptions underlying the valuation of our equity awards. The value of the PSUs awarded is subject to the achievement of certain performance criteria over a three-year performance period. For more details see "Compensation Discussion and Analysis - Long-Term Incentives" on page 29. The amount shown for Mr. Williamson also includes the accounting value arising from the modification of certain equity awards, as described in note 8 below.
|
(4)
|
The amounts reported in the Option Awards column represent the aggregate grant date fair value associated with option grants to each of the NEOs, determined in accordance with FSB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 for additional detail regarding assumptions underlying the valuation of our equity awards. For further information on the stock option grants awarded, see "Grants of Plan-Based Awards" on page 34. The amount shown for Mr. Williamson also includes the accounting value arising from the modification of certain equity awards, as described in note 8 below.
|
(5)
|
Amounts reflect annual cash incentive compensation earned under the AIP for the relevant fiscal year. For more information, see “Compensation Discussion and Analysis —Annual Incentive Plan Compensation” on page 26.
|
(6)
|
Amounts represent certain perquisites, retirement and health plan contributions and commuter travel expenses as shown in the following table.
|
(7)
|
Mr. Johnson received a new hire grant all in the form of RSUs with an economic grant date value equal to $700,000 to compensate for awards forfeited from his prior employer. This grant was made on September 1, 2018 using the closing price of Atkore stock on this same day. He received 25,567 RSUs with 60% of these shares vesting on the first anniversary of the grant date and 20% vesting on each of the next two anniversary dates from the grant date.
|
(8)
|
Under SEC rules, the Stock Awards and Option Awards columns of the Summary Compensation Table for Mr. Williamson include $1,735,959 and $678,412, respectively ($2,414,371 in the aggregate), attributable to the accounting “modification” under FASB ASC Topic 718 of Mr. Williamson’s previously granted, outstanding equity awards due to the grant of additional years of service for purposes of post-retirement vesting and exercisability of outstanding stock options, RSUs and PSUs, in exchange for certain restrictive covenants and a release of claims. Of the aggregate modification value, amounts attributed to awards granted in fiscal year 2018, 2017, and 2016 and prior are $1,144,873, $1,006,781, and $262,716 respectively, taking into account Mr. Williamson’s forfeiture of a portion of his PSUs upon retirement. The amount that Mr. Williamson may actually receive upon settlement of these awards is different than the amounts above, and depends on, among other things, our stock price at the time of settlement. See “Potential Payments upon Termination or Change in Control” beginning on page 39 for the amount Mr. Williamson would have been eligible to receive in respect of his outstanding awards based on the closing price of our common stock on September 28, 2018.
|
Name
|
|
Year
|
|
Perquisites
($)(1)
|
|
Retirement
Plan
Contributions
($)(2)
|
|
Health
Savings Plan
Contributions
($)(3)
|
|
Commuter
Travel
Expense
($)(4)
|
|
Total
($)
|
|||||
John P. Williamson
|
|
2018
|
|
3,805
|
|
|
8,053
|
|
|
1,000
|
|
|
32,750
|
|
|
45,608
|
|
|
|
2017
|
|
3,676
|
|
|
7,841
|
|
|
1,000
|
|
|
6,786
|
|
|
19,303
|
|
|
|
2016
|
|
3,114
|
|
|
7,781
|
|
|
—
|
|
|
—
|
|
|
10,895
|
|
James A. Mallak
|
|
2018
|
|
4,677
|
|
|
8,250
|
|
|
1,000
|
|
|
23,077
|
|
|
37,004
|
|
|
|
2017
|
|
4,625
|
|
|
8,100
|
|
|
1,000
|
|
|
—
|
|
|
13,725
|
|
|
|
2016
|
|
4,751
|
|
|
7,950
|
|
|
—
|
|
|
—
|
|
|
12,701
|
|
David P. Johnson
|
|
2018
|
|
330
|
|
|
1,918
|
|
|
—
|
|
|
7,645
|
|
|
9,893
|
|
William E. Waltz Jr.
|
|
2018
|
|
2,770
|
|
|
7,952
|
|
|
1,000
|
|
|
43,269
|
|
|
54,991
|
|
|
|
2017
|
|
2,578
|
|
|
7,724
|
|
|
1,000
|
|
|
58,845
|
|
|
70,147
|
|
|
|
2016
|
|
2,639
|
|
|
7,827
|
|
|
—
|
|
|
—
|
|
|
10,466
|
|
Michael J. Schulte
|
|
2018
|
|
1,104
|
|
|
7,952
|
|
|
1,000
|
|
|
46,740
|
|
|
56,796
|
|
|
|
2017
|
|
938
|
|
|
8,100
|
|
|
500
|
|
|
85,492
|
|
|
95,030
|
|
|
|
2016
|
|
665
|
|
|
7,950
|
|
|
—
|
|
|
—
|
|
|
8,615
|
|
Peter J. Lariviere
|
|
2018
|
|
1,806
|
|
|
7,942
|
|
|
—
|
|
|
—
|
|
|
9,748
|
|
|
|
2017
|
|
1,654
|
|
|
8,041
|
|
|
—
|
|
|
—
|
|
|
9,695
|
|
|
|
2016
|
|
1,284
|
|
|
9,046
|
|
|
—
|
|
|
—
|
|
|
10,330
|
|
Daniel S. Kelly
|
|
2018
|
|
3,080
|
|
|
8,512
|
|
|
1,000
|
|
|
—
|
|
|
12,592
|
|
(1)
|
Amounts listed include payments and benefits relating to cell phone stipends and group term life insurance coverage.
|
(2)
|
Amounts reflect matching contributions made on behalf of each named executive officer to our tax-qualified 401(k) retirement savings plan.
|
(3)
|
Amounts reflect employer provided contributions made on behalf of each named executive officer to their tax-qualified health savings account plan.
|
(4)
|
Amounts reflect employer paid commuter travel expenses for all executives except Mr. Johnson. Mr. Johnson's payment of $7,645 represents expenses associated with his relocation to Illinois.
|
Name
|
|
Grant Date
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)
|
|
Estimated Possible Payouts Under
Equity Incentive Plan Awards(2)
|
|
All Other
Stock
Awards:
Number
of Shares
of
Stock or
Units
(#)(3)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Option
(#)(4)
|
|
Exercise
or Base
Price of
Option
Awards
($/
SH)(5)
|
|
Grant Date
Fair Value
of
Stock and
Option
Awards(6)
|
|
||||||||||||||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||||||||||||||||
John P. Williamson
|
|
|
|
$
|
500,000
|
|
|
$
|
1,000,000
|
|
|
$
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
5/4/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,414,371
|
|
(7)
|
||||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
27,829
|
|
|
55,657
|
|
|
11,314
|
|
|
|
|
|
|
|
|
$
|
1,225,011
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,610
|
|
|
|
|
|
|
$
|
612,506
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,529
|
|
|
$
|
20.01
|
|
|
$
|
612,497
|
|
|
|||||||||||
James A. Mallak
|
|
|
|
$
|
157,500
|
|
|
$
|
315,000
|
|
|
$
|
787,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
5,679
|
|
|
11,358
|
|
|
22,716
|
|
|
|
|
|
|
|
|
$
|
249,990
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,247
|
|
|
|
|
|
|
$
|
125,002
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,006
|
|
|
$
|
20.01
|
|
|
$
|
125,000
|
|
|
|||||||||||
David P. Johnson
|
|
|
|
$
|
142,500
|
|
|
$
|
285,000
|
|
|
$
|
712,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
9/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,567
|
|
|
|
|
|
|
700,024
|
|
|
||||||||||||||
William E. Waltz Jr.
|
|
|
|
$
|
220,000
|
|
|
$
|
440,000
|
|
|
$
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
6,815
|
|
|
13,630
|
|
|
27,260
|
|
|
|
|
|
|
|
|
$
|
299,996
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,496
|
|
|
|
|
|
|
$
|
149,995
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,007
|
|
|
$
|
20.01
|
|
|
$
|
149,998
|
|
|
|||||||||||
Michael J. Schulte
|
|
|
|
$
|
127,200
|
|
|
$
|
254,400
|
|
|
$
|
636,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
6,815
|
|
|
13,630
|
|
|
27,260
|
|
|
|
|
|
|
|
|
$
|
299,996
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,496
|
|
|
|
|
|
|
$
|
149,995
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,007
|
|
|
$
|
20.01
|
|
|
$
|
149,998
|
|
|
|||||||||||
Peter J. Lariviere
|
|
|
|
$
|
114,000
|
|
|
$
|
228,000
|
|
|
$
|
570,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
5,850
|
|
|
11,699
|
|
|
23,398
|
|
|
|
|
|
|
|
|
$
|
257,495
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,434
|
|
|
|
|
|
|
$
|
128,744
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,456
|
|
|
$
|
20.01
|
|
|
$
|
128,748
|
|
|
|||||||||||
Daniel S. Kelly
|
|
|
|
$
|
105,000
|
|
|
$
|
210,000
|
|
|
$
|
525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
3,976
|
|
|
7,951
|
|
|
15,902
|
|
|
|
|
|
|
|
|
$
|
175,002
|
|
|
|||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,373
|
|
|
|
|
|
|
$
|
87,504
|
|
|
|||||||||||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,504
|
|
|
$
|
20.01
|
|
|
$
|
87,498
|
|
|
(1)
|
Amounts in these columns represent potential annual performance bonuses that the NEOs could have earned under the AIP for fiscal year 2018. The actual amounts of the awards paid to the NEOs in respect of fiscal year 2018 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
(2)
|
Subject to the achievement of certain performance criteria, represents the potential number of shares that may be issued to the NEO pursuant to the grant of PSU awards made in fiscal year 2018 under the Omnibus Incentive Plan of 2016 (see “Compensation Discussion and Analysis—Long-Term Incentives” beginning on page 29).
|
(3)
|
Represents the number of shares subject to RSU awards made in fiscal year 2018 under the Omnibus Incentive Plan of 2016. The RSU awards vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date.
|
(4)
|
Represents the number of shares subject to stock option grants made in fiscal year 2018 under the Omnibus Incentive Plan of 2016. All options granted in fiscal year 2018 to NEOs have a term of ten years from the grant date and vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date.
|
(5)
|
Represents the exercise price for the option awards, which were determined based on the closing market price of a share of our common stock on the date of grant.
|
(6)
|
The aggregate grant date fair value of PSU, RSU and stock option awards was determined in accordance with FASB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 for additional detail regarding assumptions underlying the valuation of our equity awards.
|
(7)
|
T
his amount does not pertain to the grant of new equity awards, but instead represents, pursuant to SEC rules, the incremental value (determined in accordance with FASB ASC Topic 718) of the modification of Mr. Williamson’s previously granted and outstanding stock options, RSUs and PSUs (after giving effect to the forfeiture, upon his retirement, of a portion of Mr. Williamson’s PSUs). See Note (8) to the Summary Compensation Table, above, for additional information.
|
Name
|
|
Grant Date
|
|
Options Awards(1)
|
|
Stock Awards(2)
|
|||||||||||||||||||
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)(3)
|
|
Number
of Unearned
Shares, Units, Other
Rights That
Have Not
Vested
(#)
|
|
Market
Value of
Unearned
Shares, Units
Other Rights
That Have
Not
Vested ($)(4)
|
|||||||||
John P. Williamson
|
|
12/7/2012
|
|
134,422
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
12/7/2022
|
|
|
|
|
|
|
|
|
||
|
11/30/2016
|
|
23,093
|
|
|
46,194
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
|||
|
|
11/28/2017
|
|
—
|
|
|
73,529
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
19,038
|
|
|
$505,078
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
30,610
|
|
|
$812,083
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,422
|
|
|
$1,390,756
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,657
|
|
|
$1,476,580
|
||||
James A. Mallak
|
|
11/30/2016
|
|
4,712
|
|
|
9,428
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
||
|
11/28/2017
|
|
—
|
|
|
15,006
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
|||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
3,886
|
|
|
$103,096
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
6,247
|
|
|
$165,733
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,699
|
|
|
$283,844
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,358
|
|
|
$301,328
|
||||
David P. Johnson
|
|
9/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
25,567
|
|
|
$678,293
|
|
|
|
|
||||
William E. Waltz Jr.
|
|
2/24/2014
|
|
41,100
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
2/24/2024
|
|
|
|
|
|
|
|
|
||
|
2/24/2014
|
|
137,000
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
2/24/2024
|
|
|
|
|
|
|
|
|
|||
|
|
5/22/2014
|
|
87,680
|
|
|
21,920
|
|
|
—
|
|
|
$9.12
|
|
5/22/2024
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
4,854
|
|
|
9,710
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
||
|
|
11/28/2017
|
|
—
|
|
|
18,007
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
4,002
|
|
|
$106,173
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
7,496
|
|
|
$198,869
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,019
|
|
|
$292,334
|
||||
|
|
9/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
68,846
|
|
|
$1,826,484
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,630
|
|
|
$361,604
|
||||
Michael J. Schulte
|
|
5/12/2014
|
|
55,216
|
|
|
26,304
|
|
|
—
|
|
|
$9.12
|
|
5/12/2024
|
|
|
|
|
|
|
|
|
||
|
5/12/2014
|
|
186,320
|
|
|
46,580
|
|
|
—
|
|
|
$9.12
|
|
5/12/2024
|
|
|
|
|
|
|
|
|
|||
|
|
11/30/2016
|
|
4,854
|
|
|
9,710
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
||
|
|
11/28/2017
|
|
—
|
|
|
18,007
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
4,002
|
|
|
$106,173
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
7,496
|
|
|
$198,869
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,019
|
|
|
$292,334
|
||||
|
|
9/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
68,846
|
|
|
$1,826,484
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,630
|
|
|
$361,604
|
Name
|
|
Grant Date
|
|
Options Awards(1)
|
|
Stock Awards(2)
|
|||||||||||||||||||
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)(3)
|
|
Number
of Unearned
Shares, Units, Other
Rights That
Have Not
Vested
(#)
|
|
Market
Value of
Unearned
Shares, Units
Other Rights
That Have
Not
Vested ($)(4)
|
|||||||||
Peter J. Lariviere
|
|
10/21/2013
|
|
27,400
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
10/21/2023
|
|
|
|
|
|
|
|
|
||
|
10/21/2013
|
|
8,220
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
10/21/2023
|
|
|
|
|
|
|
|
|
|||
|
|
5/22/2014
|
|
—
|
|
|
21,920
|
|
|
—
|
|
|
$9.12
|
|
5/22/2024
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
—
|
|
|
9,710
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
||
|
|
11/28/2017
|
|
—
|
|
|
15,456
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
4,002
|
|
|
$106,173
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
6,434
|
|
|
$170,694
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,019
|
|
|
$292,334
|
||||
|
|
9/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
68,846
|
|
|
$1,826,484
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,699
|
|
|
$310,374
|
||||
Daniel S. Kelly
|
|
9/9/2013
|
|
68,500
|
|
|
—
|
|
|
—
|
|
|
$7.30
|
|
9/9/2023
|
|
|
|
|
|
|
|
|
||
|
5/22/2014
|
|
87,680
|
|
|
21,920
|
|
|
—
|
|
|
$9.12
|
|
5/22/2024
|
|
|
|
|
|
|
|
|
|||
|
|
11/30/2016
|
|
2,827
|
|
|
5,657
|
|
|
—
|
|
|
$21.45
|
|
11/30/2026
|
|
|
|
|
|
|
|
|
||
|
|
11/28/2017
|
|
—
|
|
|
10,504
|
|
|
—
|
|
|
$20.01
|
|
11/28/2027
|
|
|
|
|
|
|
|
|
||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
2,332
|
|
|
$61,868
|
|
|
|
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
4,373
|
|
|
$116,016
|
|
|
|
|
||||
|
|
11/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,419
|
|
|
$170,296
|
||||
|
|
11/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,951
|
|
|
$210,940
|
(1)
|
Stock option awards granted prior to November 30, 2016 vest over a period of five years with one-fifth becoming exercisable on each anniversary of the grant date. Stock option awards granted after November 29, 2016 vest over a period of three years with one-third becoming exercisable on each anniversary of the grant date.
|
(2)
|
In general, annual RSU grants vest over a period of three years with one-third becoming exercisable on each anniversary of the grant date. RSUs granted to Messrs. Waltz, Schulte and Lariviere on September 6, 2017 vest on the third anniversary of the grant date. PSUs vest at the end of a three-year performance period.
|
(3)
|
RSU market value is determined by multiplying the total number of shares awarded that have not vested times $26.53, the closing price of a share of our common stock on the NYSE on September 28, 2018.
|
(4)
|
PSU market value is determined by multiplying the total number of shares awarded that have not vested times $26.53, the closing price of a share of our common stock on the NYSE on September 28, 2018.
|
Name
|
Options Awards(1)
|
|
Stock Awards(2)
|
||||||||||
Number of
Shares Acquired on
Exercise
(#)
|
|
Option
Exercise
Price
($)
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
Value
Realized on
Vesting
($)
|
|||||||
John P. Williamson
|
862,678
|
|
|
$
|
12,717,534
|
|
|
9,517
|
|
|
$
|
202,522
|
|
James A. Mallak
|
287,700
|
|
|
$
|
3,805,358
|
|
|
1,942
|
|
|
$
|
41,326
|
|
David P. Johnson
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
William E. Waltz Jr.
|
—
|
|
|
$
|
—
|
|
|
2,000
|
|
|
$
|
42,560
|
|
Michael J. Schulte
|
50,000
|
|
|
$
|
661,556
|
|
|
2,000
|
|
|
$
|
42,560
|
|
Peter J. Lariviere
|
84,314
|
|
|
$
|
1,455,406
|
|
|
2,000
|
|
|
$
|
42,560
|
|
Daniel S. Kelly
|
—
|
|
|
$
|
—
|
|
|
1,165
|
|
|
$
|
24,791
|
|
(1)
|
Stock options exercised by Messrs. Williamson and Lariviere were paid out in both cash and shares of Atkore common stock; Mr. Williamson retained 36,213 shares and Mr. Lariviere retained 14,990 shares.
|
(2)
|
Stock awards in the form of RSUs vested during fiscal year 2018.
|
•
|
a severance payment equal to the sum of (x) the Participant’s then-current base salary times a “severance multiple” (described below) plus (y) the average of the Participant’s three most recent annual bonuses times the severance multiple;
|
•
|
a pro-rated annual bonus payment for the fiscal year in which the termination occurs, based on actual performance of Company metrics and target performance of individual metrics, and payable in a lump sum on the date of payment of annual bonuses generally; and
|
•
|
to the extent the Participant elects COBRA continuation coverage, the provision of such coverage at active-employee rates for a period equal to the lesser of 18 months or the number of months (of severance) to which the Participant would be entitled after applying the severance multiple
|
Participant
|
If the qualifying termination
occurs prior to a change in control:
|
|
If the qualifying termination occurs
within 24 months following a change in control:
|
||
CEO
|
2.0
|
|
|
2.5
|
|
Other NEOs
|
1.0
|
|
|
1.5
|
|
Name / Form of Compensation
|
|
Change in
Control
($)
|
|
With
Cause
($)
|
|
Without
Cause
or With
Good Reason
($)
|
|
Resignation
($)
|
|
Death or
Disability
($)
|
|
Retirement
($) |
||||||
John P. Williamson
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Continued Vesting of Equity Awards(2)(3)(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898,572
|
|
James A. Mallak
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
1,685,030
|
|
|
—
|
|
|
1,274,252
|
|
|
—
|
|
|
452,697
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
23,295
|
|
|
—
|
|
|
19,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
1,023,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999,734
|
|
|
999,734
|
|
David P. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
712,500
|
|
|
—
|
|
|
475,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
23,295
|
|
|
—
|
|
|
19,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
678,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
678,293
|
|
|
—
|
|
William E. Waltz Jr.
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
2,164,951
|
|
|
—
|
|
|
1,652,561
|
|
|
—
|
|
|
627,782
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
32,291
|
|
|
—
|
|
|
25,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
8,309,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,333,824
|
|
|
—
|
|
Michael J. Schulte
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
1,441,861
|
|
|
—
|
|
|
1,080,639
|
|
|
—
|
|
|
358,195
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
32,291
|
|
|
—
|
|
|
25,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
8,450,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,221,108
|
|
|
—
|
|
Peter J. Lariviere(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
1,191,584
|
|
|
—
|
|
|
865,909
|
|
|
—
|
|
|
214,559
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
20,118
|
|
|
—
|
|
|
16,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
3,922,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,237,786
|
|
|
—
|
|
Daniel S. Kelly(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
1,181,570
|
|
|
—
|
|
|
888,312
|
|
|
—
|
|
|
301,797
|
|
|
—
|
|
Benefit & Perquisite Continuation
|
|
32,291
|
|
|
—
|
|
|
25,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accelerated Vesting of Equity Awards(2)(3)
|
|
3,896,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,037,971
|
|
|
—
|
|
(1)
|
Under the terms of our severance policy, if the employment of a named executive officer is terminated without “cause” or for “good reason,” he is eligible to receive (1) a multiple of his base salary and prior years’ bonuses, (2) a pro rata bonus for the year of termination, and (3) continued health and welfare insurance benefits at active employee rates for 18 months post-termination. The applicable multiples are described above, see “Employment Agreements and Offer Letters.” In the
|
(2)
|
The effect of a termination of employment prior to a change in control on outstanding equity awards is as follows:
|
•
|
Options
. Options vest in full on termination due to the holder’s death or permanent disability. In addition, options granted after our IPO continue to vest due to the holder’s retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, unvested options are forfeited.
|
•
|
RSUs
. RSUs vest in full on termination due to the holders’ death or permanent disability and continue to vest due to retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, RSUs are forfeited, except that the special retention RSUs granted to Messrs. Waltz, Schulte and Lariviere vest on a pro rata basis upon the holder’s termination without cause.
|
•
|
PSUs
. Upon the holders’ death, permanent disability or retirement, a number of PSUs will vest based on actual performance during the entire performance period (as if the holder were employed for the full performance period), pro-rated for the period of actual employment during the performance period. (For retirement vesting to occur, the holder must be employed for at least six months of the performance period and must remain in compliance with applicable restrictive covenants.) On any other termination of employment, PSUs are forfeited. For purposes of the “Death or Disability” column, we have assumed pro rata vesting based on the target number of PSUs rather than actual performance.
|
•
|
Options and RSUs
. In the event of a change in control, outstanding RSUs and options will be converted into economically equivalent awards with (1) an equivalent or better vesting schedule and (2) accelerated vesting on a termination without cause or a constructive termination with “good reason” within two years following the change in control. If not so converted, the outstanding RSUs and options will be fully vested and canceled for a cash payment equal to the price paid per share in the change in control (less, in the case of options, the strike prices of the options).
|
•
|
PSUs
. In the event of a change in control, our Omnibus Incentive Plan provides that the PSUs will be converted into time-vesting RSUs that vest based on continued service over the remainder of the performance period. The number of RSUs resulting from this conversion is based on either the target number of PSUs or actual performance measured against the performance goals, and in either case prorated based on service for the elapsed portion of the performance period through date of the change in control. These RSUs may then be converted into alternative awards with the features described in the immediately preceding paragraph (i.e., accelerated vesting on a termination without cause or a constructive termination with “good reason” within two years following the change in control), and if not so converted will be fully vested and canceled for a cash payment equal to the price paid per share in the change in control.
|
(3)
|
For purposes of the “Accelerated Vesting of Equity Awards” row and the “Change in Control” column, we have assumed that (1) a change in control occurred on September 28, 2018, which is the last day of the fiscal year for which public stock prices are available, (2) PSUs were converted into RSUs based on the target number, rather than based on actual performance, and (3) the RSUs resulting from such conversion, as well as all other RSUs and all options, were fully vested and canceled for cash at the closing stock price on that date ($26.53) (minus, in the case of options, the applicable exercise price).
|
(4)
|
Because Mr. Williamson retired prior to the end of our fiscal year 2018, the table above reflects only the value of "Continued Vesting of Equity Awards" for which he became eligible in connection with his retirement.
|
Name
|
|
Fees Earned
or Paid in
Cash
($)(1)
|
|
Stock
Awards
($)(2)(3)
|
|
Options
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||
Jeri L. Isbell
|
|
90,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Justin A. Kershaw
|
|
75,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,000
|
|
Wilbert W. James Jr.
|
|
75,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,000
|
|
Betty R. Johnson
|
|
25,000
|
|
|
58,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,333
|
|
Scott H. Muse
|
|
85,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185,000
|
|
Michael V. Schrock
|
|
77,083
|
|
|
83,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,416
|
|
William R. VanArsdale
|
|
75,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,000
|
|
A. Mark Zeffiro
|
|
95,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,000
|
|
(1)
|
Fees earned for Mr. Schrock represent seven months of annual retainer fees ($75,000 annually) and four months his annual retainer as Chairman of the board ($100,000 annually). Fees earned for Ms. Johnson represent four months annual retainer fee ($75,000 annually). All other Director retainer fees are for a full year's payment.
|
(2)
|
Each of the Company's Directors with the exception of Mr. Schrock and Ms. Johnson were granted 4,277 RSUs at a par share value of $23.38. Mr. Schrock was granted 4,532 RSUs at a par share value of $18.39, and Ms. Johnson was granted 2,556 RSUs at a par share value of $22.83. The amount above reflects the grant date fair value of the stock awards, determined in accordance with FASB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 for additional detail regarding assumptions underlying the valuation of our equity awards.
|
(3)
|
As of September 30, 2018, the outstanding equity awards held by our non-employee directors included, for: Ms. Isbell, 15,242; Mr. Kershaw, 8,403; Mr. James, 8,403; Ms. Johnson, 2,556; Mr. Muse, 15,242; Mr. Schrock, 4,532; Mr. VanArsdale, 15,242; and Mr. Zeffiro, 18,590.
|
Country
|
Headcount
|
China
|
104
|
New Zealand
|
48
|
•
|
each person known to own beneficially more than five percent of our common stock;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all of our current executive officers and directors as a group.
|
Name of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
Percent
(%)
|
Vanguard Group Inc. (1)
|
|
4,666,758
|
|
10.13%
|
John P. Williamson(2)
|
|
398,177
|
|
*
|
James A. Mallak(2)
|
|
82,612
|
|
*
|
David P. Johnson(2)
|
|
—
|
|
*
|
William E. Waltz Jr.(2)
|
|
304,086
|
|
*
|
Michael J. Schulte(2)
|
|
305,453
|
|
*
|
Peter J. Lariviere(2)
|
|
82,115
|
|
*
|
Daniel S. Kelly(2)
|
|
168,406
|
|
*
|
Michael V. Schrock(3)
|
|
4,532
|
|
*
|
Jeri L. Isbell(3)
|
|
15,242
|
|
*
|
Justin A. Kershaw(3)
|
|
8,403
|
|
*
|
Wilbert W. James Jr.(3)
|
|
8,403
|
|
*
|
Betty R. Johnson(3)
|
|
2,556
|
|
*
|
Scott H. Muse(3)
|
|
15,242
|
|
*
|
William R. VanArsdale(3)
|
|
15,242
|
|
*
|
A. Mark Zeffiro(3)
|
|
18,590
|
|
*
|
All current directors and executive officers as a group (15 persons)(2)(3)
|
|
1,429,059
|
|
3.03%
|
*
|
Less than one percent.
|
(1)
|
According to the Schedule 13G filed by Vanguard Group Inc. ("Vanguard"), as of October 10, 2018, Vanguard beneficially owned 4,666,758 shares of our common stock. Vanguard reported sole voting power with respect to 82,805 shares, shared voting power with respect to 2,472 shares, sole dispositive power with respect to 4,585,579 shares and shared dispositive
|
(2)
|
Includes shares which the current executive officers have the right to acquire prior to February 15
,
2019 through the exercise of stock options or vesting of RSUs: Mr. Williamson, 224,964; Mr. Mallak, 18,512; Mr. Johnson, 0; Mr. Waltz, 285,459; Mr. Schulte, 261,613; Mr. Lariviere, 49,485; and Mr. Kelly 167,906. All current executive officers as a group have the right to acquire 1,007,939 shares prior to February 15, 2019 through the exercise of stock options or vesting of RSUs.
|
(3)
|
Includes RSUs granted to the directors for board service that were immediately vested upon grant: Mr. Schrock, 4,532 RSUs, Ms. Isbell, 15,242 RSUs, Mr. Kershaw, 8,403 RSUs, Mr. James, 8,403 RSUs, Ms. Johnson, 2,556 RSUs, Mr. Muse, 15,242 RSUs, Mr. VanArsdale, 15,242 RSUs, and Mr. Zeffiro, 18,590 RSUs.
|
•
|
at least a majority of the total number of directors comprising our board at such time as long as the CD&R Investor beneficially owned at least 50% of the outstanding shares of our common stock;
|
•
|
at least 40% of the total number of directors comprising our board at such time as long as the CD&R Investor beneficially owned at least 40% but less than 50% of the outstanding shares of our common stock;
|
•
|
at least 30% of the total number of directors comprising our board at such time as long as the CD&R Investor beneficially owned at least 30% but less than 40% of the outstanding shares of our common stock;
|
•
|
at least 20% of the total number of directors comprising our board at such time as long as the CD&R Investor beneficially owned at least 20% but less than 30% of the outstanding shares of our common stock; and
|
•
|
at least 5% of the total number of directors comprising our board at such time as long as the CD&R Investor beneficially owned at least 5% but less than 20% of the outstanding shares of our common stock.
|
•
|
Justin A. Kershaw
|
•
|
Scott H. Muse
|
•
|
William R. VanArsdale
|
|
Fiscal Year Ended
|
||||||
|
September 30,
2018
|
|
September 30,
2017
|
||||
Audit Fees(1)
|
$
|
2,556,530
|
|
|
$
|
2,427,516
|
|
All Other Fees(2)
|
$
|
114,000
|
|
|
$
|
447,481
|
|
(1)
|
Audit fees include fees related to the audits of the Company and other services associated with regulatory filings as well as other fees associated with audits of certain subsidiaries of the Company.
|
(2)
|
Includes services rendered in connection with our secondary offerings and other related expenses.
|
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