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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CIRCOR International Inc | NYSE:CIR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 56.00 | 0 | 01:00:00 |
c
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Preliminary Proxy Statement
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c
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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c
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Definitive Additional Materials
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c
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Soliciting Material Pursuant to § 240.14a-12
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þ
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No fee required
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c
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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c
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Fee paid previously with preliminary materials.
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c
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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 of 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 two Class II directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2016 and until each such director's successor is duly elected and qualified or until his earlier resignation or removal;
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of the Company of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2013;
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3.
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To consider an advisory resolution approving the compensation of the Company's Named Executive Officers; and
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4.
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Such other business as may properly come before the annual meeting and any adjournments or postponements thereof.
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By Order of the Board of Directors
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Alan J. Glass
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Secretary
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Page
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PROXY STATEMENT
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CORPORATE GOVERNANCE
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PROPOSAL 1 ELECTION OF DIRECTORS
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MANAGEMENT
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COMPENSATION DISCUSSION AND ANALYSIS
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SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS
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COMPENSATION SUMMARY
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Summary Compensation Table
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2012 All Other Compensation Table
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2012 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2012 Fiscal Year-End
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2012 Option Exercises and Stock Vested
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2012 Pension Benefits
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2012 Nonqualified Deferred Compensation
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SEVERANCE AND OTHER BENEFITS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
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DIRECTOR COMPENSATION
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2012 Director Compensation
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COMITTEE REPORTS
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Compensation Committee Report
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Audit Committee Report
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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PROPOSAL 2 RATIFICATION OF AUDITORS
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PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION
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MARKET VALUE
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EXPENSE OF SOLICITATION
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SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2014
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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OTHER MATTERS
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Proxy Card
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1.
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To elect two Class II directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2016 and until each such director's successor is duly elected and qualified or until his earlier resignation or removal;
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of the Company of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2013;
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3.
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To consider an advisory resolution approving the compensation of the Company's Named Executive Officers; and
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4.
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Such other business as may properly come before the annual meeting and any adjournments or postponements thereof.
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1.
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Vote by internet
by going to the web address www.voteproxy.com and following the instructions for internet voting on such website or on your Notice or proxy card;
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2.
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Vote by telephone
by dialing 1-800-PROXIES (776-9437) in the United States or 1-718-921-8500 from foreign countries and following the instructions; or
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3.
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Vote by proxy card
if you received a paper copy of these materials by completing, signing, dating, and mailing your proxy card in the envelope provided.
If you vote by internet or telephone, please do not mail your proxy card.
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1.
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Filing with the Secretary of the Company, before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
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2.
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Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities;
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3.
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Duly completing a later-dated proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the Annual Meeting; or
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4.
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Attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).
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•
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No director is an employee of the Company or its subsidiaries or affiliates.
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•
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No director has an immediate family member who is an officer of the Company or its subsidiaries or has any other current or past material relationship with the Company.
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•
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No director receives, or in the past three years, has received, any compensation from the Company other than compensation for services as a director.
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•
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No director has a family member who has received any compensation during the past three years from the Company.
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•
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No director, during the past three years, has been affiliated with, or had an immediate family member who has been affiliated with, a present or former internal or external auditor of the Company.
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•
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No executive officer of the Company serves on the compensation committee or the board of directors of any corporation that employs a director or a member of any director's immediate family.
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•
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No director is an officer or employee (or has an immediate family member who is an officer or employee) of an organization that sells products and services to, or receives products and services from, the Company in excess of the greater of $1 million or 2% of such organization's consolidated gross revenues in any fiscal year.
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•
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A commitment to ethics and integrity;
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•
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A commitment to personal and organizational accountability;
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•
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A history of achievement that reflects superior standards for themselves and others; and
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•
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A willingness to express alternate points of view while, at the same time, being respectful of the opinions of others and working collaboratively with colleagues.
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C
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Chairman of Committee
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Director Class Term Expires at Annual Meeting:
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I = 2015
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M
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Committee Member
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II = 2013
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(1
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)
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Chairman of the Board of Directors
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III = 2014
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Number of Meetings Held
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Board of Directors
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9
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Audit Committee
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5
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Compensation Committee
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4
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Nominating and Corporate Governance Committee
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4
|
Name
|
Age
|
Position
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Wayne F. Robbins
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61
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Acting President and Chief Executive Officer; Executive Vice President and Chief Operating Officer
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Frederic M. Burditt
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62
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Vice President, Chief Financial Officer
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Michael R. Dill
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47
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Group Vice President, Circor Aerospace Products
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Mahesh Joshi
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52
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Group President, Circor Energy Products
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Alan J. Glass
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49
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Vice President, General Counsel and Secretary
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John F. Kober, III
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43
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Vice President, Corporate Controller, Treasurer and Assistant Secretary
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Lisa Ryan
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55
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Vice President, Chief Information Officer
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Arjun Sharma
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36
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Vice President, Business Development
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Brian S. Young
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44
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Vice President, Human Resources
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•
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our executive compensation is principally comprised of a mix of base salary, annual cash incentives and long-term equity grants, with the base salary component providing a minimum level of income that does not vary with performance;
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•
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performance targets used in determining performance-based annual incentive compensation are set to avoid creating incentives for excessive risk-taking with caps on the maximum awards;
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•
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performance-based annual incentive compensation is based on multiple performance targets to mitigate the risk that an executive focuses solely on one measure of success of the Company;
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•
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our performance-based annual incentive compensation program includes the Management Stock Purchase Plan ("MSP") which is designed to encourage long-term investment and discourage short-term risk taking by aligning the interests of our executives with those of our stockholders;
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•
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vesting schedules for stock options and restricted stock units ("RSUs") cause our executives to have a significant amount of unvested awards at any given time;
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•
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share ownership guidelines set expectations for our directors and executive officers to hold a certain amount of our stock, such that an appropriate portion of each such person's personal wealth is aligned with our long-term performance; and
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•
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our claw-back policy, discussed below, mitigates risk.
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Wayne F. Robbins (1)
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Acting President and Chief Executive Officer; Executive Vice President and Chief Operating Officer
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A. William Higgins (2)
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Former Chairman, President and Chief Executive Officer
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Frederic M. Burditt
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Vice President, Chief Financial Officer
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Michael R. Dill
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Group Vice President, Circor Aerospace Products
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Mahesh Joshi (3)
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Group President, Circor Energy Products
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Alan J. Glass
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Vice President, General Counsel and Secretary
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(1)
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Mr. Robbins was promoted to Executive Vice President and Chief Operating Officer, and Acting President and Chief Executive Officer effective December 6, 2012. Prior to December 6, 2012, he served as
Group President, Circor Flow Technologies.
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(2)
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Mr. Higgins served as the Company’s Chairman, President and Chief Executive Officer until December 6, 2012.
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(3)
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Mr. Joshi
joined the Company as Group President, Circor Energy Products on February 7, 2012.
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•
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Adjusted net sales, a key performance indicator and metric in our annual bonus plan for Named Executive Officers, was on target for the year at just over $845 million.
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•
|
Adjusted earnings per share was $2.56, which exceeded our target by more than 6%.
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•
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We effectively executed against our strategic objectives, as assessed by the Board of Directors, including:
|
◦
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improving operating margins in our Energy segment to a sustained double digit level;
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◦
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implementing a Talent Acquisition capability that resulted in significant additions of leadership and operational talent throughout the organization; and
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◦
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initiating three repositioning actions to improve future operational and financial performance in each of our three reporting segments.
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•
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Adjusted earnings per share at the corporate level exceeded target and 155% of the target bonus related to this metric was earned;
|
•
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Adjusted net sales at the corporate level substantially met target and 99% of the target bonus related to this metric was earned;
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•
|
The target for days supply inventory was not achieved and no bonuses related to this metric were earned;
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•
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The Compensation Committee subjectively determined that individual executives achieved strategic objectives ranging from 100% to 150% of target, representing the Committee’s opinion that the executives made strong progress on the strategic initiatives of the company that will promote our long term success; and
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•
|
Group goals were assessed for Messrs. Robbins, Dill and Joshi. The achievement against these goals is set forth in detail below, but in summary, Messrs. Robbins and Joshi achieved the majority of their group goals, reflecting the strong performance of our Flow Technologies and Energy segments, respectively, while underperformance by the Aerospace segment resulted in Mr. Dill’s lesser achievement against such goals. A portion of Mr. Robbins’ goals, which he achieved at or above target, were related to his performance as Managing Director of our Italian subsidiary.
|
o
|
Executives are subject to robust stock ownership guidelines.
|
o
|
Incentive pay for executives is subject to a stringent clawback policy.
|
o
|
The Compensation Committee hires its own independent compensation consultant.
|
o
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Financial metrics are set for the incentive plans early in the year with a view towards aligning the interest of our executives with the interests of our shareholders and ensuring that such goals are challenging but achievable.
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o
|
A risk assessment of compensation plans is reviewed by the Compensation Committee annually.
|
o
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A regular Compensation Committee calendar is adhered to in order to effectively organize and implement the executive compensation plans.
|
o
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A lump sum cash payment equal to two (2) times the sum of Mr. Higgins' current base salary and target bonus for reaching specified levels of achievement ($2,182,950);
|
o
|
Payout in 2013 of any amounts otherwise due Mr. Higgins' for performance-based incentive compensation for the one year period ending December 31, 2012, prorated based on his service prior to the Separation Date and based on actual results achieved under the short-term incentive plan ($506,077);
|
o
|
Continuation for up to eighteen months of the Company's proportionate share of COBRA premium payments for medical and dental insurance, unless Mr. Higgins becomes eligible for medical or dental insurance under another group health insurance plan during such period (approximately $1,400 per month);
|
o
|
The agreement by Mr. Higgins to refrain from competing with the Company or soliciting employees of the Company for a period of 24 months following the Separation Date; and
|
o
|
A general release of claims by Mr. Higgins to the Company.
|
•
|
Ampco-Pittsburgh Corporation;
|
•
|
Badger Meter, Inc.;
|
•
|
CLARCOR Inc.;
|
•
|
Colfax Corporation;
|
•
|
Curtiss-Wright Corporation;
|
•
|
ESCO Technologies Inc.;
|
•
|
Esterline Technologies Corporation;
|
•
|
The Gorman-Rupp Company;
|
•
|
IDEX Corporation;
|
•
|
Kaydon Corporation;
|
•
|
Moog, Inc.;
|
•
|
Robbins & Myers, Inc.;
|
•
|
TriMas Corporation; and
|
•
|
Watts Water Technologies, Inc.
|
•
|
Base Salary;
|
•
|
Performance-Based Annual Incentive Compensation;
|
•
|
Long-Term Equity Incentive Compensation;
|
•
|
Retirement Benefits; and
|
•
|
Other Personal Benefits, including for Mr. Higgins, severance benefits.
|
Executive
|
2011 Base Salary ($)
|
2012 Base Salary ($)
|
Approximate Percent
Change (%)
|
Wayne F. Robbins(1)
|
$257,500
|
$310,288
|
20.5
|
A. William Higgins
|
577,500
|
606,375
|
5.0
|
Frederic M. Burditt
|
330,750
|
340,673
|
3.0
|
Michael R. Dill (2)
|
230,000
|
260,130
|
13.1
|
Mahesh Joshi
|
–
|
300,000
|
–
|
Alan J. Glass
|
234,840
|
241,885
|
3.0
|
(1)
|
The increase in base salary for Mr. Robbins reflects an adjustment based upon market compensation data and an increase in his responsibilities for 2012. Effective December 6, 2012, Mr. Robbins base salary was further increased to $400,000 in connection with his appointment as Executive Vice President and Chief Operating Officer and Acting President and Chief Executive Officer of the Company.
|
(2)
|
The increase in base salary for Mr. Dill reflects an adjustment based upon market compensation data.
|
Executive
|
2011 Target Bonus
|
2012 Target Bonus
|
||
Wayne F. Robbins
|
55%
|
55%
|
||
A. William Higgins
|
75
|
80
|
||
Frederic M. Burditt
|
55
|
55
|
||
Michael R. Dill
|
45
|
55
|
||
Mahesh Joshi
|
–
|
55
|
||
Alan J. Glass
|
40
|
45
|
Company Goals
|
|
Weight
|
Threshold
|
Target
|
Maximum
|
Result
|
Payout Factor
for Fiscal Year 2012 |
|
Adjusted Earnings Per Share
|
|
40%
|
$2.13
|
$2.41
|
$2.69
|
$2.56
|
155%
|
|
Adjusted Net Sales
|
|
20%
|
$762,317
|
$847,019
|
$931,721
|
$845,804
|
99%
|
|
Days Supply Inventory
|
|
20%
|
123.4
|
113.8
|
105.6
|
124
|
0%
|
|
Strategic Objectives
|
|
20%
|
(1)
|
(1)
|
(1)
|
(1)
|
150%
|
|
(1)
|
The Compensation Committee determined that the target goals and measure of achievement of the strategic objectives component should be qualitative.
|
Company Goals
|
|
Weight
|
Threshold
|
Target
|
Maximum
|
Result
|
Payout Factor
for Fiscal Year 2012 |
|
Adjusted Earnings Per Share
|
|
40%
|
$2.13
|
$2.41
|
$2.69
|
$2.56
|
155%
|
|
Adjusted Net Sales
|
|
20%
|
$762,317
|
$847,019
|
$931,721
|
$845,804
|
99%
|
|
Days Supply Inventory
|
|
20%
|
123.4
|
113.8
|
105.6
|
124.0
|
0%
|
|
Strategic Objectives
|
|
20%
|
(1)
|
(1)
|
(1)
|
(1)
|
150%
|
|
(1)
|
The Compensation Committee determined that the target goals and measure of achievement of the strategic objectives component should be qualitative.
|
Circor Aerospace Group Goals(1)
|
|
Weight
|
Threshold
|
Target
|
Maximum
|
Result
|
Payout Factor
for Fiscal Year 2012 |
Adjusted Operating Income
|
|
25%
|
$13,581
|
$18,108
|
$22,635
|
$9,800
|
0%
|
Adjusted Net Sales
|
|
20%
|
$132,623
|
$147,359
|
$162,095
|
$141,389
|
0%
|
Days Supply Inventory
|
|
20%
|
130.1
|
119.5
|
110.4
|
133.1
|
0%
|
Strategic Objectives
|
|
20%
|
(2)
|
(2)
|
(2)
|
(2)
|
125%
|
Adjusted Earnings per Share
|
|
15%
|
$2.13
|
$2.41
|
$2.69
|
$2.56
|
155%
|
(1)
|
The bonus opportunity for Mr. Dill for Fiscal Year 2012 was based on attainment of goals with a weighted average of certain measures related to the group component.
|
(2)
|
The Compensation Committee determined that the target goals and measure of achievement of the strategic objectives component should be qualitative.
|
Circor Energy Group Goals (1)
|
|
Weight
|
Threshold
|
Target
|
Maximum
|
Result
|
Payout Factor
for Fiscal Year 2012 |
Adjusted Operating Income
|
|
25%
|
$33,390
|
$44,520
|
$55,650
|
$48,720
|
138%
|
Adjusted Net Sales
|
|
20%
|
$391,347
|
$434,830
|
$478,313
|
$431,786
|
93%
|
Days Supply Inventory
|
|
20%
|
138.3
|
126.3
|
116.3
|
135.6
|
22%
|
Strategic Objectives
|
|
20%
|
(2)
|
(2)
|
(2)
|
(2)
|
150%
|
Adjusted Earnings per Share
|
|
15%
|
$2.13
|
$2.41
|
$2.69
|
$2.56
|
155%
|
(1)
|
The bonus opportunity for Mr. Joshi for Fiscal Year 2012 was based on attainment of goals with a weighted average of certain measures related to the group component.
|
(2)
|
The Compensation Committee determined that the target goals and measure of achievement of the strategic objectives component should be qualitative.
|
Company Goals
|
|
Weight
|
Threshold
|
Target
|
Maximum
|
Result
|
Payout Factor
for Fiscal Year
2012
|
Adjusted Earnings Per Share
|
|
40%
|
$2.13
|
$2.41
|
$2.69
|
$2.56
|
155%
|
Adjusted Net Sales
|
|
20%
|
$762,317
|
$847,019
|
$931,721
|
$845,804
|
99%
|
Days Supply Inventory
|
|
20%
|
123.4
|
113.8
|
105.6
|
124.0
|
0%
|
Strategic Objectives
|
|
20%
|
(1)
|
(1)
|
(1)
|
(1)
|
100%
|
(1)
|
The Compensation Committee determined that the target goals and measure of achievement of the strategic objectives component should be qualitative.
|
Position
|
|
Target
|
Chief Executive Officer
|
|
5x annual base salary
|
Chief Financial Officer
|
|
3x annual base salary
|
Chief Operating Officer
|
|
3x annual base salary
|
Group Presidents and Vice Presidents, Corporate Vice Presidents
|
|
2x annual base salary
|
Non-employee Director
|
|
3x value of annual retainer
|
Executive
|
Ownership Multiple
|
Target Compliance Date (1)
|
Wayne F. Robbins
|
5.4x annual base salary
|
3/01/2011
|
Frederic M. Burditt
|
5.6x annual base salary
|
2/10/2013
|
Michael R. Dill
|
1.6x annual base salary
|
4/25/2016
|
Mahesh Joshi
|
2.3x annual base salary
|
2/07/2017
|
Alan J. Glass
|
5.7x annual base salary
|
2/21/2011
|
(1)
|
The target compliance date is five years from the later of (i) the date of the Named Executive Officer's commencement of employment with the Company, (ii) the date of the Named Executive Officer's promotion to his current position requiring a higher target ownership multiple or (iii) February 21, 2006, the date the Stock Ownership Guidelines were originally adopted by the Board
|
Name and
Principal Position |
Year
|
Salary
($) |
Bonus
($) (1) |
Target
MSP RSU Awards ($) (2) |
Target
Performance- Based RSU Awards ($) (3) |
All
Other RSU Awards ($) (4) |
Stock
Awards ($) (5) |
Option
Awards ($) (6) |
Non-
Equity Incentive Plan Compen- sation ($) (7) |
Change
in Pension Value and Non- qualified Deferred Compen- sation Earnings ($) (8) |
All
Other Compen- sation ($) (9) |
Total
($) (10) |
(a)
|
(b)
|
(c)
|
(d)
|
|
|
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Wayne F. Robbins,
|
2012
|
$299,526
|
$100,000
|
$51,150
|
$94,971
|
$92,187
|
$238,308
|
$92,182
|
$141,056
|
$—
|
$160,037
|
$1,031,108
|
Acting President and Chief Executive Officer, Executive Vice President and Chief Operating Officer
|
2011
|
255,481
|
25,000
|
106,219
|
–
|
87,516
|
193,735
|
87,506
|
75,515
|
–
|
26,941
|
664,378
|
2010
|
244,250
|
|
112,500
|
–
|
119,158
|
231,658
|
39,732
|
96,018
|
–
|
27,308
|
638,966
|
|
A. William Higgins,
|
2012
|
575,279
|
–
|
-
|
360,819
|
350,270
|
711,089
|
350,163
|
506,077
|
10,581
|
2,341,150
|
4,494,339
|
Former Chairman, President and Chief Executive Officer
|
2011
|
570,096
|
40,000
|
324,844
|
–
|
343,746
|
668,590
|
343,751
|
166,707
|
12,277
|
72,647
|
1,874,068
|
2010
|
543,750
|
0
|
309,375
|
–
|
492,211
|
801,586
|
164,067
|
241,882
|
7,080
|
117,456
|
1,875,821
|
|
Fredric Burditt,
|
2012
|
338,001
|
–
|
140,527
|
127,436
|
123,735
|
391,698
|
123,659
|
104,546
|
–
|
48,835
|
1,006,739
|
Vice President, Chief Financial Officer and Treasurer
|
2011
|
326,510
|
40,000
|
136,434
|
–
|
141,804
|
278,238
|
141,748
|
70,017
|
–
|
35,996
|
892,509
|
2010
|
311,250
|
0
|
155,925
|
–
|
202,522
|
358,447
|
67,507
|
81,272
|
–
|
52,950
|
871,427
|
|
Michael R. Dill,
|
2012
|
252,018
|
–
|
|
119,017
|
115,577
|
234,594
|
115,503
|
68,967
|
–
|
38,179
|
709,262
|
Group Vice President, Circor AerospaceProducts
|
2011
|
219,904
|
|
–
|
–
|
128,786
|
128,786
|
82,501
|
31,399
|
|
25,537
|
488,127
|
Mahesh Joshi,
|
2012
|
264,231
|
–
|
24,750
|
91,826
|
539,166
|
655,743
|
89,123
|
147,959
|
–
|
13,625
|
1,170,680
|
Group Vice President, Circor Energy Products
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan J. Glass,
|
2012
|
239,988
|
–
|
81,636
|
49,369
|
47,961
|
178,966
|
47,917
|
55,291
|
26,721
|
31,561
|
580,445
|
Vice President, General Counsel and Secretary
|
2011
|
232,998
|
30,000
|
70,452
|
–
|
57,096
|
127,548
|
57,007
|
36,156
|
29,279
|
22,519
|
535,507
|
(1)
|
The 2012 amount shown for Mr. Robbins reflect s a one-time bonus of $100,000 in recognition of his efforts as Acting President and Chief Executive Officer upon the departure of our former Chairman, President and CEO, his promotion to Chief Operating Officer and his outstanding achievement in simultaneously running the Flow Technologies Group and our Italian subsidiary during much of fiscal year 2012. The 2011 amount for Mr. Robbins reflects a one-time bonus of $25,000 in recognition of his efforts to assist the Energy Products Group following the resignation of the Group’s President. The 2011 amounts shown in this column for Messrs. Higgins, Burditt, and Glass of $40,000, $40,000, and $30,000, respectively, reflect special cash bonuses awarded by the Compensation Committee. These one-time bonuses were in recognition of their contributions to the successful elimination of the Leslie Controls, Inc. asbestos liability through completion of a pre-negotiated bankruptcy reorganization process of Leslie.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair values of MSP RSU awards at the Target value (as described below), calculated in accordance with accounting guidance. At the Maximum value (as described below), these values for Mr. Robbins would be: 2012 - $102,300; 2011 - $212,438; 2010 - $225,000; for Mr. Higgins would be: 2012 - $0; 2011 - $649,688; 2010 - $618,750; for Mr. Burditt: 2012 - $281,055; 2011 - $272,868; 2010 - $311,850; for Mr. Dill: 2012 - $0; 2011- $0; for Mr. Joshi: 2012 - $49,500; and for Mr. Glass: 2012 - $163,273; 2011 - $140,904.
|
(3)
|
The amounts in this column reflect the aggregate grant date fair values of Performance-Based RSU awards at the Target value (as described below), calculated in accordance with accounting guidance.
At the Maximum value (as described below), these values for 2012 would be $189,720 for Mr. Robbins; $721,586 for Mr. Higgins; $254,823 for Mr. Burditt; $238,799 for Mr. Dill; $183,600 for Mr. Joshi and $98,689 for Mr. Glass.
There were no Performance-Based RSU grants related to Fiscal Years 2011 and 2010.
|
(4)
|
The amounts in this column reflect the aggregate grant date fair values of RSUs (listed in column (l) of the 2012 Grants of Plan-Based Awards Table), calculated in accordance with accounting guidance.
|
(5)
|
The amounts in this column reflect the total of the previous three columns (Target MSP Awards, Target Performance-Based RSU Awards and All Other RSU Awards), which are presented separately to enhance understanding. The amounts are the aggregate grant date fair values of awards granted in the fiscal year shown, computed in accordance with accounting guidance (excluding any risk of forfeiture for awards subject to performance conditions as per SEC regulations). For awards subject to performance conditions, the value shown is calculated at the Target value, as described above. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2013.
|
(6)
|
The amounts shown in this column reflect the aggregate grant date fair value of stock in connection with stock options granted under the Equity Incentive Plan. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2013. The stock options granted in Fiscal Year 2012 were granted on March 5, 2012 and vest in three equal annual amounts commencing on the first anniversary of the grant date.
|
(7)
|
The amounts in this column reflect the amounts of non-equity incentive awards paid for performance in the fiscal year shown. Such amounts do not include the amounts awarded in the form of RSUs as elected by the Named Executive Officers.
|
(8)
|
The amounts shown in this column reflect the aggregate change in actuarial present value of the Named Executive Officer's accumulated benefit under our Retirement Plan from December 31, 2011 to December 31, 2012. There were no above-market or preferential earnings on any deferred compensation. Present values as of December 31, 2012 are based on a 3.85% discount rate. All present values assume commencement at normal retirement age with no mortality before commencement and RP-2000.
|
(9)
|
See "2012 All Other Compensation Table" for specific items in this category.
|
(10)
|
The amounts in this column reflect the total of the following columns: Salary, Total Target Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings, and All Other Compensation.
|
(11)
|
Messrs. Dill and Glass were not Named Executive Officers in Fiscal Year 2010 and Mr. Joshi was not a Named Executive Officer in Fiscal Years 2011 or 2010.
|
Name
|
Perquisites
and Other Personal Benefits ($) (1) |
Tax
Preparation and Financial Planning ($) |
Insurance
Premiums ($) (2) |
Severance Payments/ Accruals
($)(3)
|
Relocation Expenses ($)(4)
|
Payments
Relating to Employee Savings Plan ($) (5) |
Other
($) (6) |
Total ($)
|
Wayne F. Robbins
|
$8,400
|
–
|
$4,044
|
–
|
$127,504
|
$18,728
|
$1,361
|
$160,037
|
A. William Higgins
|
15,000
|
12,000
|
1,674
|
2,182,950
|
–
|
33,597
|
95,929
|
2,341,150
|
Frederic M. Burditt
|
13,000
|
–
|
4,044
|
–
|
–
|
20,520
|
11,271
|
48,835
|
Michael R. Dill
|
8,400
|
–
|
1,290
|
–
|
–
|
10,608
|
17,881
|
38,179
|
Mahesh Joshi
|
7,431
|
–
|
1,232
|
–
|
–
|
4,962
|
–
|
13,625
|
Alan J. Glass
|
8,400
|
4,750
|
1,290
|
–
|
–
|
14,641
|
2,480
|
31,561
|
(1)
|
The amounts shown in this column reflect each executive's annual car allowance.
|
(2)
|
The amounts shown in this column reflect group term life insurance premiums paid on behalf of each executive.
|
(3)
|
The amounts shown in this column reflect severance payments to our former Chief Executive Officer, Mr. Higgins, in accordance with his March 24, 2008 Severance Agreement. Under the terms of Mr. Higgins' severance agreement, upon his departure, Mr. Higgins was entitled to severance pay that included: (i) an amount equal to two times the sum of Mr. Higgins' then effective base salary and target bonus opportunity; (ii) an amount equal to the product of (a) the bonus compensation Mr. Higgins would have received had he remained with the Company through the entire fiscal year in which the date of termination occurs, times (b) a fraction the numerator of which is the number of calendar days elapsed in the fiscal year as of the termination date and the denominator of which is 365; such amount shall be paid at such later time as bonus payments for the fiscal year in question are generally paid; and (iii) continuation of medical and dental insurance for a period of up to eighteen months from the termination date or as otherwise provided by law under COBRA. Mr. Higgins' severance agreement also required that Mr. Higgins not compete with the Company or solicit for employment or hire any employee of the Company for a period of twenty-four months after termination and that he not disclose any confidential information to anyone outside of the Company. Pursuant to his severance agreement, Mr. Higgins received a lump sum severance payment in the amount of $2,182,950, a bonus equal to $506,077 and the payment of health insurance premiums of approximately $1,400 per month for a period of up to 18 months. See “Compensation Discussion and Analysis – Extraordinary Events During the Year” for further information regarding the benefits Mr. Higgins received in connection with his departure from the Company.
|
(4)
|
The amounts shown in this column reflect relocation assistance to Mr. Robbins for his time spent managing our Italian subsidiary and related taxes of approximately $5,500.
|
(5)
|
The amounts shown in this column reflect Company matching contributions to the Named Executive Officer's 401(k) savings account of 2.5% of pay up to the limitations imposed by IRS regulations, the Company’s core contribution of 2.5%, as well as non-qualified deferred compensation contributions discussed in the Retirement Benefits section of the Compensation Discussion & Analysis.
|
(6)
|
Mr. Higgins' amount includes vacation payout of $44,895 and country club membership fees of $9,935. Mr. Dill’s amount includes a vacation payout of $17,509. The remaining amounts for each Named Executive Officer reflect dividend equivalents paid on RSUs.
|
Name
|
Type
of Award (1) |
Grant
Date |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (2) |
Estimated Future Payouts
Under Equity Incentive Plan Awards (3) |
All Other
Stock Awards: Number of Shares of Stock or Units (#) (4) |
All Other
Option Awards: Number of Securities Underlying Options (#) (5) |
Exercise
or base Prices of Option Awards ($ / Sh) |
Grant
Date Fair Value of Stock and Option Awards ($) (6) |
|||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
($) |
Target
($) |
Maximum
($) |
||||||||
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
|
Wayne F. Robbins
|
RSU Time
|
03/05/12
|
$—
|
$—
|
$—
|
$—
|
$—
|
$—
|
2,814
|
0
|
$32.76
|
$92,187
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
94,971
|
189,942
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
6,510
|
32.76
|
92,182
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
51,150
|
102,300
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
136,400
|
272,800
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
A. William Higgins
|
RSU Time
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
10,692
|
–
|
32.76
|
350,270
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
360,819
|
721,638
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
24,729
|
32.76
|
350,163
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
0
|
0
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
485,100
|
970,200
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Frederic M. Burditt
|
RSU Time
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
3,777
|
–
|
32.76
|
123,735
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
127,436
|
254,873
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
8,733
|
32.76
|
123,659
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
140,527
|
281,055
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
93,685
|
187,370
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Michael R. Dill
|
RSU Time
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
3,528
|
–
|
32.76
|
115,577
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
119,017
|
238,034
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
8,157
|
32.76
|
115,503
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
143,072
|
286,143
|
–
|
0
|
0
|
–
|
–
|
–
|
–
|
|
Mahesh Joshi
|
RSU Time
|
02/08/12
|
–
|
–
|
–
|
–
|
–
|
–
|
10,692
|
–
|
42.09
|
450,026
|
|
|
RSU Time
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
2,721
|
–
|
32.76
|
89,140
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
91,826
|
183,652
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
6,294
|
32.76
|
89,123
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
24,750
|
49,500
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
148,500
|
297,000
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Alan J. Glass
|
RSU Time
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
1,464
|
–
|
32.76
|
47,961
|
|
|
RSU Perf
|
03/05/12
|
–
|
–
|
–
|
–
|
49,369
|
98,738
|
–
|
–
|
–
|
–
|
|
|
Options
|
03/05/12
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
3,384
|
32.76
|
47,917
|
|
|
MSP RSU
|
03/05/12
|
–
|
–
|
–
|
–
|
81,636
|
163,273
|
–
|
–
|
–
|
–
|
|
|
MBP
|
03/05/12
|
–
|
54,424
|
108,848
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
(1)
|
Type of Award:
|
(2)
|
MBP cash amounts were adjusted based on performance and were paid on or about March 8, 2013, to the extent achieved. The potential payouts of MBP awards are subject to performance conditions and are completely at risk. The amounts actually earned for Fiscal Year 2012 are reported in column (g) of the Summary Compensation Table.
|
(3)
|
MSP RSU awards were adjusted based on performance and were issued on or about March 4, 2013, to the extent achieved. The potential payouts of MSP RSU awards are subject to performance conditions and are completely at risk. RSU Perf awards were awarded on March 5, 2012 and are subject to financial performance conditions for the year ended December 31, 2014.
|
(4)
|
RSU- Time awards were awarded on February 8, 2012 and March 5, 2012.
|
(5)
|
The exercise price of all Options is equal to the closing price of our Common Stock on the business day before the Grant Date.
|
(6)
|
The amounts in this column reflect the aggregate grant date fair values of the RSU awards reflected in column (i), calculated in accordance with accounting guidance, and the aggregate fair value of the Option awards reflected in column (j) was estimated based on the fair market value on the date of grant and using the Black-Scholes option pricing model. On March 5, 2012, the estimated fair market value per share subject to such stock options was $14.16.
|
|
Option Awards
|
Stock Awards
|
|
||||||||
Name
|
Number of
Securities Underlying Unexercised Options Exercisable (#) (1) |
Number of
Securities Underlying Unexercised Options Unexercisable (#) (1) |
Option Exercise Price
($)
|
Option
Expiration Date |
Stock
Award Grant Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value
of Shares or Units of Stock That Have Not Vested ($) (2) |
|
Equity Incentive Awards: Number of Unearned Shares, Units or Other
Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
|
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
(j)
|
(k)
|
|
Wayne F. Robbins
|
–
|
2,798
|
30.91
|
3/1/2020
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
5,064
|
39.00
|
2/28/2021
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
6,510
|
32.76
|
3/05/2022
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/26/2007
|
1,353
|
53,565
|
(3)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/2/2009
|
1,341
|
53,090
|
(4)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/2/2009
|
827
|
32,741
|
(4)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/1/2010
|
1,285
|
50,873
|
(5)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/1/2010
|
1,774
|
70,233
|
(6)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/28/2011
|
1,496
|
59,227
|
(5)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/28/2011
|
5,512
|
218,220
|
(6)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/5/2012
|
2,814
|
111,406
|
(5)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/5/2012
|
3,449
|
136,546
|
(6)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/5/2012
|
–
|
–
|
|
2,899
|
114,771
|
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
A. William Higgins
|
27,800
|
–
|
24.90
|
2/18/2015
|
–
|
–
|
–
|
|
–
|
–
|
|
|
11,554
|
–
|
30.91
|
3/1/2020
|
–
|
–
|
–
|
|
–
|
–
|
|
|
8,243
|
–
|
32.76
|
3/5/2022
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/28/2011
|
6,170
|
244,270
|
(6)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/5/2012
|
2,531
|
100,202
|
(6)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederic M. Burditt
|
–
|
4,754
|
30.91
|
3/1/2020
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
8,203
|
39.00
|
2/28/2021
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
8,733
|
32.76
|
3/5/2022
|
–
|
–
|
–
|
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/2/2009
|
2,278
|
90,186
|
(4)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/2/2009
|
1,367
|
54,120
|
(4)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
3/1/2010
|
2,184
|
86,465
|
(5)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/28/2011
|
4,665
|
184,687
|
(6)
|
–
|
–
|
|
|
–
|
–
|
–
|
–
|
2/28/2011
|
2,424
|
95,966
|
(5)
|
–
|
–
|
|
(1)
|
All stock options listed in this column were granted pursuant to our Equity Incentive Plan and have a ten-year option term. The stock option grants on March 1, 2010, February 28, 2011, and August 29, 2011 all vest three years from such date. The stock option grants on March 5, 2012 vest ratably 33% per year generally beginning on the first anniversary from such date.
|
(2)
|
The amounts shown in this column reflect the market value of unvested RSUs calculated by multiplying the number of such unvested RSUs by $39.59, the closing price of our Common Stock on December 31, 2012, the last trading day in 2012.
|
(3)
|
The amounts reflect the unvested portion of long-term incentive grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants generally vest ratably over a
six-year
period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
|
(4)
|
The amounts reflect the unvested portion of long-term incentive grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants generally vest ratably over a
four-year
period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
|
(5)
|
The amounts reflect the unvested portion of long-term incentive grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants generally vest ratably over a
three-year
period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
|
(6)
|
The amounts reflect the unvested portion of MSP RSUs pursuant to the MSP provisions allowing executives to receive MSP RSUs in lieu of a specified percentage or dollar amount of their annual incentive cash bonus. Such MSP RSUs vest in whole on the date that is three years from the date of the grant, at which time they convert into shares of Common Stock and are issued to the executive unless the executive has selected a longer deferral period. Awards with a grant date of March 5, 2012 vest on March 5, 2015.
|
(7)
|
The amounts reflect the unvested portion of long term grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2014 and reflect the target amount of the award.
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of Shares
Acquired on Exercise (#) (1) |
Value Realized
on Exercise ($) (1) |
Number of Shares
Acquired on Vesting (#) (2), (3) |
Value Realized
on Vesting ($) (4) |
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Wayne F. Robbins (5)
|
—
|
$—
|
4,201
|
$139,343
|
A. William Higgins (6)
|
—
|
—
|
91,262
|
2,410,199
|
Frederic M. Burditt (7)
|
—
|
—
|
25,905
|
651,087
|
Michael R. Dill (8)
|
—
|
—
|
1,812
|
63,129
|
Mahesh Joshi (9)
|
—
|
—
|
–
|
–
|
Alan J. Glass (10)
|
1,200
|
$26,676
|
5,713
|
$162,206
|
(1)
|
All stock option exercises consisted of cashless exercises performed through open market transactions typically effected by a stock broker of the named executive's choosing.
|
(2)
|
With respect to shares acquired upon vesting of RSUs, Named Executive Officers have shares withheld to pay associated income taxes. The number of shares reported represents the gross number prior to withholding of such shares.
|
(3)
|
As indicated in the notes below, in certain cases, the actual receipt of shares underlying vested RSUs may have been deferred pursuant to a previous election made by the Named Executive Officer. This table reports the number of shares vested regardless of whether distribution actually was made.
|
(4)
|
The amounts shown in this column reflect the value realized upon vesting of RSUs and MSP RSUs as follows: (i) for RSUs, the value realized upon vesting is determined by multiplying the number of RSUs vested (prior to withholding of any shares to pay associated income taxes) and the closing price of our Common Stock on the day prior to vesting and (ii) for MSP RSUs, the value realized upon vesting is determined by multiplying (a) the number of MSP RSUs vested (prior to withholding of any shares to pay associated income taxes) and (b) the difference between the closing price of our Common Stock on the day prior to vesting and the cost of the 2009 MSP RSUs.
|
(5)
|
Mr. Robbins had RSUs and MSP RSUs vest during 2012 as follows: 1,341 RSUs with a price of $33.20 on March 2, 2012; 827 RSUs with a price of $33.20 on March 2, 2012; 1,285 RSUs with a price of $33.11 on March 1, 2012 and 748 RSUs with a price of $33.18 on March 28, 2012. Mr. Robbins has elected to defer receipt of 1,353 RSUs with a price of $35.90 on February 26, 2012 until February 26, 2013. Mr. Robbins has also elected to defer receipt of 8,373 MSP RSUs with a price of $33.20 on March 2, 2012 until March 2, 2013.
|
(6)
|
Mr. Higgins had RSUs and MSP RSUs vest during 2012 as follows: 2,576 RSUs with a price of $35.90 on February 26, 2012; 1,647 RSUs with a price of $33.11 on March 1, 2012; 5,308 RSUs with a price of $33.11 on March 1, 2012; 5,536 RSUs with a price of $33.20 on March 2, 2012; 1,575 RSUs with a price of $33.20 on March 2, 2012; 2,938 RSUs with a price of $33.18 on March 28, 2012; 2,009 RSUs with a price of $32.25 on May 6, 2012;; 23,145 RSUs with a price of $36.17 on December 6, 2012 and 46,528 MSP RSUs with a value of $33.20 on March 2, 2012.
|
(7)
|
Mr. Burditt had RSUs and MSP RSUs vest during 2012 as follows: 3,244 RSUs with a price of $40.55 on February 11, 2012; 2,278 RSUs with a price of $33.20 on March 2, 2012; 1,367 RSUs with a price of $33.20 on March 2, 2012; 2,184 RSUs with a price of $33.11 on March 1, 2012; 1,212 RSUs with a price of $33.18 on March 28, 2012, and 15,620 MSP RSUs with a price of $33.20 on March 2, 2012.
|
(8)
|
Mr. Dill had RSUs vest during 2012 as follows: 395 RSUs with a price of $33.18 on March 28, 2012; 532 RSUs with a price of $31.23 on August 3, 2012 and 885 RSUs with a price of $37.75 on September 29, 2012.
|
(9)
|
Mr. Joshi did not have any option exercises or stock vesting.
|
(10)
|
Mr. Glass had RSUs and MSPs vest during 2012 as follows: 874 RSUs with a price of $35.90 on February 26, 2012; 929 RSUs with a price of $33.20 on March 2, 2012; 535 RSUs with a price of $33.20 on March 2, 2012; 890 RSUs with a price of $33.11 on March 1, 2012; 488 RSUs with a price of $33.18 on March 28, 2012 and 1,997 MSP RSUs with a price of $33.20 on March 2, 2012. Mr. Glass exercised 1,200 options on October 19, 2012 with an exercise price of $13.90 and a market price of $36.13.
|
Name
|
Number of Years
Credited Service (#) (1) (2) |
Present Value
of Accumulated Benefit ($) (3) |
Payments During
Last Fiscal Year ($) |
(a)
|
(c)
|
(d)
|
(e)
|
Wayne F. Robbins
|
0
|
–
|
–
|
A. William Higgins
|
2
|
$61,266
|
–
|
Frederic M. Burditt
|
0
|
–
|
–
|
Michael R. Dill
|
0
|
–
|
–
|
Mahesh Joshi
|
0
|
–
|
–
|
Alan J. Glass
|
7
|
134,310
|
–
|
(1)
|
Participants are eligible for the Retirement Plan if they are at least 21 years of age and were hired before February 1, 2006. Participants are eligible for early retirement under the Retirement Plan at age fifty-five with five years of vested service.
|
(2)
|
A full year of service is earned in plan years where the participant worked over 1,000 hours. Partial years of service are granted for years where the participant worked less than 1,000 hours. There have been no ad hoc additional years of service granted to any participants. No additional years of service have been earned under the Retirement Plan after June 30, 2006 when that plan was frozen.
|
(3)
|
The present value of accumulated benefits is calculated based on the same assumptions as noted in Note 13 ("Employee Benefit Plans") to the Company's audited consolidated financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2013.
|
Name (a)
|
|
Executive
Contributions in Last FY ($) (b) |
Registrant
Contributions in Last FY ($) (c) (1) |
Aggregate
Earnings /(Loss) in Last FY ($)(d) |
Aggregate
Withdrawals/ Distributions (e) |
Aggregate
Balance at Last FYE ($) (f) (2) |
Wayne F. Robbins
|
Excess 401K
|
—
|
$6,263
|
$327
|
$—
|
$18,054
|
|
RSUs(3)
|
$326,556
|
—
|
81,646
|
—
|
599,195
|
A. William Higgins
|
Excess 401K
|
–
|
21,222
|
9,869
|
—
|
97,367
|
Frederic M. Burditt
|
Excess 401K
|
–
|
8,117
|
1,801
|
—
|
21,316
|
Michael R. Dill
|
Excess 401K
|
–
|
–
|
–
|
—
|
17
|
Mahesh Joshi
|
Excess 401K
|
–
|
–
|
–
|
—
|
–
|
Alan J. Glass
|
Excess 401K
|
–
|
3,124
|
1,040
|
—
|
13,244
|
(1)
|
These amounts are disclosed in the Summary Compensation Table under "All Other Compensation."
|
(2)
|
These amounts include employer contributions that have been reflected in the Summary Compensation Table in this Proxy Statement and in previous proxy statements.
|
(3)
|
These amounts represent values for certain vested RSUs and MSP RSUs that Mr. Robbins elected to defer receipt of shares until a future date.
|
Payments and Benefits
|
Termination after
Change-in-Control |
||
Wayne F. Robbins
|
|
||
Cash Severance (1)
|
$
|
1,280,090
|
|
Stock Options (2)
|
$
|
71,738
|
|
Restricted Stock Units (3)
|
$
|
663,151
|
|
Health Care Benefits (4)
|
$
|
17,736
|
|
Tax Cutback (5)
|
$
|
(361,065
|
)
|
Total
|
$
|
1,671,649
|
|
(1)
|
This amount reflects payment to Mr. Robbins that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Robbins would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $39.59 on December 31, 2012.
|
(3)
|
This amount reflects the incremental value to which Mr. Robbins would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $39.59 on December 31, 2012, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Robbins that would be equal to the cost of the health insurance premiums necessary to allow Mr. Robbins and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.
|
(5)
|
This amount represents a reduction in the payments to Mr. Robbins that would be required in order to avoid the imposition of any excise taxes under Section 4999 of the Internal Revenue Code.
|
Payments and Benefits
|
Termination after
Change-in-Control |
||
Frederic M. Burditt
|
|
||
Cash Severance (1)
|
$
|
1,087,708
|
|
Stock Options (2)
|
$
|
105,751
|
|
Restricted Stock Units (3)
|
$
|
800,267
|
|
Health Care Benefits (4)
|
$
|
25,750
|
|
Other Perquisites (5)
|
$
|
26,000
|
|
Tax Cutback
|
--
|
|
|
Total
|
$
|
2,045,475
|
|
(1)
|
This amount reflects payment to Mr. Burditt that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Burditt would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $39.59 on December 31, 2012.
|
(3)
|
This amount reflects the incremental value to which Mr. Burditt would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $39.59 on December 31, 2012, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payment to Mr. Burditt that would be equal to the cost of the health insurance premiums necessary to allow Mr. Burditt, his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.
|
(5)
|
This amount reflects payment to Mr. Burditt that would be equal to the cost of his then effective monthly car allowance for a period of two years from the date of termination.
|
Payments and Benefits
|
Termination after
Change-in-Control |
||
Michael Dill
|
|
||
Cash Severance (1)
|
$
|
626,160
|
|
Stock Options (2)
|
$
|
106,542
|
|
Restricted Stock Units (3)
|
$
|
406,544
|
|
Health Care Benefits (4)
|
$
|
25,440
|
|
Tax Cutback (5)
|
$
|
(172,956
|
)
|
Total
|
$
|
991,730
|
|
(1)
|
This amount reflects payment to Mr. Dill that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Dill would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $39.59 on December 31, 2012.
|
(3)
|
This amount reflects the incremental value to which Mr. Dill would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $39.59 on December 31, 2012, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Dill that would be equal to the cost of the health insurance premiums necessary to allow Mr. Dill and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.
|
(5)
|
This amount represents a reduction in the payments to Mr. Dill that would be required in order to avoid the imposition of any excise taxes under Section 4999 of the Internal Revenue Code.
|
Payments and Benefits
|
Termination after
Change-in-Control |
||
Mahesh Joshi
|
|
||
Cash Severance (1)
|
$
|
918,000
|
|
Stock Options (2)
|
$
|
42,988
|
|
Restricted Stock Units (3)
|
$
|
641,991
|
|
Health Care Benefits (4)
|
$
|
25,536
|
|
Tax Cutback
|
--
|
|
|
Total
|
$
|
1,628,515
|
|
(1)
|
This amount reflects payment to Mr. Joshi that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Joshi would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $39.59 on December 31, 2012.
|
(3)
|
This amount reflects the incremental value to which Mr. Joshi would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $39.59 on December 31, 2012, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Joshi that would be equal to the cost of the health insurance premiums necessary to allow Mr. Joshi and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.
|
Payments and Benefits
|
Termination after
Change-in-Control |
||
Alan J. Glass
|
|
||
Cash Severance (1)
|
$
|
697,682
|
|
Stock Options (2)
|
$
|
41,872
|
|
Restricted Stock Units (3)
|
$
|
353,163
|
|
Health Care Benefits (4)
|
$
|
25,902
|
|
Tax Cutback
|
--
|
|
|
Total
|
$
|
1,118,619
|
|
(1)
|
This amount reflects payment to Mr. Glass that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Glass would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $39.59 on December 31, 2012.
|
(3)
|
This amount reflects the incremental value to which Mr. Glass would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $39.59 on December 31, 2012, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Glass that would be equal to the cost of the health insurance premiums necessary to allow Mr. Glass and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.
|
Annual Retainer (Board Member)
|
$
|
50,000
|
|
Annual Retainer (Chairman of the Board)
|
$
|
125,000
|
|
Chairman Fee (Audit Committee)
|
$
|
15,000
|
|
Chairman Fee (Compensation Committee)
|
$
|
10,000
|
|
Chairman Fee (Nominating and Corporate Governance Committee)
|
$
|
8,000
|
|
Committee Membership (per committee)
|
$
|
5,000
|
|
Name
|
Fees Earned or
Paid in Cash ($) (1) |
Stock
Awards
($) (2)
|
All Other
Compensation ($) (3) |
Total ($)
|
||||||||
(a)
|
(b)
|
(c)
|
(g)
|
(h)
|
||||||||
Jerome D. Brady
|
$
|
30,100
|
|
$
|
110,000
|
|
$
|
1,788
|
|
$
|
141,888
|
|
David F. Dietz
|
$
|
23,000
|
|
$
|
110,000
|
|
$
|
3,080
|
|
$
|
136,080
|
|
Douglas M. Hayes
|
$
|
33,600
|
|
$
|
110,000
|
|
$
|
1,788
|
|
$
|
145,388
|
|
Norman E. Johnson (4)
|
$
|
30,600
|
|
$
|
50,000
|
|
$
|
—
|
|
$
|
80,600
|
|
John (Andy) O'Donnell
|
$
|
43,600
|
|
$
|
80,000
|
|
$
|
—
|
|
$
|
123,600
|
|
Peter M. Wilver
|
$
|
68,600
|
|
$
|
50,000
|
|
$
|
242
|
|
$
|
118,842
|
|
Thomas E. Naugle (4)
|
$
|
44,800
|
|
$
|
50,000
|
|
$
|
1,358
|
|
$
|
96,158
|
|
(1)
|
The amounts shown in this column reflect the fees paid in Fiscal Year 2012 for Board and committee service and annual retainer fees of $40,000. Our directors are each eligible to participate in our MSP, a component plan of our Equity Incentive Plan, pursuant to which directors may make an advance election to receive MSP RSUs in lieu of all or part of such director's fees. Such MSP RSUs are issued on the basis of a 33% discount to the closing price of the Company's stock on the day prior to the award date, which is generally the day the fees are paid or otherwise would be paid, and generally vest at the end of three years, at which time they are converted into shares of our Common Stock unless the director previously has elected a longer deferral period.
|
(2)
|
The amounts shown in this column reflect the aggregate grant date fair value of stock awards made during 2012 with respect to RSU awards under the Equity Incentive Plan and MSP RSUs. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2013.
|
(3)
|
The amounts shown in this column reflect dividend equivalents paid on RSUs.
|
(4)
|
Mr. Naugle retired and was replaced by Mr. Johnson in July 2012.
|
•
|
all persons known by us to own beneficially 5% or more of our Common Stock;
|
•
|
each of our directors;
|
•
|
our current acting Chief Executive Officer, former Chief Executive Officer and the other Named Executive Officers; and
|
•
|
all directors and executive officers as a group.
|
|
Shares of Common
Stock Beneficially Owned |
||
Name of Beneficial Owner (1)
|
Number (2)
|
Percent (2)
|
|
Gabelli Entities (3)
|
3,139,735
|
17.9
|
%
|
BlackRock, Inc. (4)
|
1,575,203
|
9.0
|
%
|
The Vanguard Group (5)
|
929,962
|
5.3
|
%
|
T. Rowe Price Associates, Inc. (6)
|
923,020
|
5.3
|
%
|
Shapiro Capital Management LLC (7)
|
795,562
|
4.5
|
%
|
A. William Higgins
|
108,210
|
|
|
David F. Dietz (8)
|
56,112
|
*
|
|
Wayne F. Robbins (9)
|
38,374
|
*
|
|
Frederic M. Burditt (10)
|
37,125
|
*
|
|
Alan J. Glass (11)
|
30,723
|
*
|
|
Douglas M. Hayes (12)
|
21,491
|
*
|
|
Jerome D. Brady (13)
|
16,495
|
*
|
|
Mahesh Joshi (14)
|
6,569
|
*
|
|
Michael R. Dill (15)
|
4,194
|
*
|
|
Peter M. Wilver (16)
|
2,985
|
*
|
|
John (Andy) O'Donnell (17)
|
1,000
|
*
|
|
Norman E. Johnson
|
--
|
*
|
|
All executive officers and directors as a group (twelve persons) (18)
|
323,278
|
1.8
|
%
|
(1)
|
The address of each stockholder in the table is c/o CIRCOR, Inc., 25 Corporate Drive, Suite 130, Burlington, MA 01803, except that the address of the Gabelli Entities (as defined in Footnote 3) is One Corporate Center, Rye, NY 10580; the address of BlackRock, Inc. is 40 East 52
nd
Street, New York, NY 10022; the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355; the address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, Baltimore, MD 21202; and the address of Shapiro Capital Management LLC is 3060 Peachtree Road, Suite 1555 N.W., Atlanta, Georgia 30305.
|
(2)
|
The number of shares of Common Stock outstanding used in calculating the percentage for each listed person and the directors and executive officers as a group includes the number of shares of Common Stock underlying stock options, warrants and convertible securities held by such person or group that are exercisable or convertible within 60 days from February 28, 2013, the date of the above table, but excludes shares of Common Stock underlying stock options, warrants or convertible securities held by any other person.
|
(3)
|
The information is based on an amended Schedule 13D filed with the Securities and Exchange Commission on May 16, 2012 on behalf of Mario J. Gabelli and various entities which Mr. Gabelli directly or indirectly controls or for which he acts as chief investment officer including, but not limited to, Gabelli Funds, LLC, GAMCO Asset Management Inc., Teton Advisors, Inc., Gabelli Securities, Inc., GGCP, Inc. and GAMCO Investors, Inc. (collectively, the "Gabelli Entities"). According to the amended Schedule 13D, the Gabelli Entities engage in various aspects of the securities business, primarily as investment advisors to various institutional and individual clients, including registered investment companies and pension plans, and as general partners or the equivalent of various private investment partnerships or private funds. Certain of the Gabelli Entities may also make investments for their own accounts. According to the amended Schedule 13D, Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors, Inc. beneficially owned 1,024,440, 1,982,995 and 132,300 shares, respectively. Mr. Gabelli, GAMCO Investors, Inc., Gabelli Securities, Inc. and GGCP, Inc. are deemed to beneficially own the shares owned beneficially by each of the Gabelli Entities. Subject to certain limitations, each of the Gabelli Entities has sole dispositive and voting power, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, in the shares beneficially owned by such entity,
except that (i) GAMCO Asset Management Inc. does not have the authority to vote 139,700 of the reported shares, (ii) Gabelli Funds, LLC has sole dispositive and voting power with respect to the shares of the Company held by the various funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the proxy voting committee of each such fund shall respectively vote that fund’s shares, (iii) at any time, the proxy voting committee of each such fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli, GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other Gabelli Entities.
|
(4)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on January 31, 2013 on behalf of BlackRock, Inc. ("BlackRock"). According to the filing, BlackRock beneficially owns 1,575,203 shares over which it has sole dispositive and voting power. BlackRock does not have shared dispositive or voting power over any of the shares it beneficially owns.
|
(5)
|
The information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2013 on behalf of The Vanguard Group. According to the filing, The Vanguard Group beneficially owns 929,962 shares. Of the shares beneficially owned, The Vanguard Group has sole dispositive power over 905,824 shares, shared dispositive power over 24,138 shares and sole voting power over 24,738 shares. T. Rowe Price does not have shared voting power over any of the shares it beneficially owns.
|
(6)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 8, 2013 on behalf of T. Rowe Price Associates, Inc. ("T. Rowe Price"). According to the filing, T. Rowe Price beneficially owns 923,020 shares. Of the shares beneficially owned, T. Rowe Price has sole dispositive power over all such shares and sole voting power over 322,920 shares. T. Rowe Price does not have shared dispositive or voting power over any of the shares it beneficially owns.
|
(7)
|
The information is based on a Schedule 13G filed with the Securities and Exchange Commission on December 6, 2012 on behalf of Shapiro Capital Management LLC and Samuel R. Shapiro. According to the filing, Shapiro Capital Management beneficially owns 578,500 shares over which it has sole voting power, 217,062 shares over which it has shared voting power and 795,562 shares over which it has sole dispositive power.
|
(8)
|
Includes 3,000 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 2,980 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested.
|
(9)
|
Includes 4,968 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 14,538 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested
.
|
(10)
|
Includes 7,665 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 7,088 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested
.
|
(11)
|
Includes
6,045
shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of
February 28, 2013
and
3,156
shares of Common Stock issuable within 60 days of
February 28, 2013
on account of RSUs that will have vested.
|
(12)
|
Includes 3,000 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 2,980 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested. Includes 15,511 shares of Common Stock held by The Douglas and Connie Hayes Living Trust, an entity of which Mr. Hayes is a co-trustee with his spouse. Mr. Hayes shares investment power and voting power over all of such shares with his spouse.
|
(13)
|
Includes 1,049 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested.
|
(14)
|
Includes
2,098
shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of
February 28, 2013
and
4,471
shares of Common Stock issuable within 60 days of
February 28, 2013
on account of RSUs that will have vested.
|
(15)
|
Includes 2,719 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 1,209 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested
.
|
(16)
|
Includes 1,049 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested.
|
(17)
|
Includes 509 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested.
|
(18)
|
Includes 29,495 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2013 and 39,029 shares of Common Stock issuable within 60 days of February 28, 2013 on account of RSUs that will have vested.
|
•
|
Follow Interstate 275 North for six miles to downtown exit 44. Take the Ashley Drive ramp toward Tampa Street. Make a slight right turn merging onto North Ashley Drive. Turn left onto East Whiting Street, right onto South Franklin Street and left onto Old Water Street. The hotel is immediately on the right.
|
1 Year CIRCOR Chart |
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