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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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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 2019 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 PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2016;
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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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Scott A. Buckhout
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President & CEO
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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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2015 Summary Compensation Table
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2015 All Other Compensation Table
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2015 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2015 Fiscal Year-End
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2015 Option Exercises and Stock Vested
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2015 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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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 2017
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“HOUSEHOLDING” OF ANNUAL MEETING MATERIALS
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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OTHER MATTERS
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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 2019 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 PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2016;
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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 other than Mr. Buckhout 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 other than Mr. Buckhout 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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Director
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Age
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Director
Class
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Audit
Committee
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Compensation
Committee
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Nominating/
Corporate
Governance
Committee
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Non-Management
Directors
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David F. Dietz (1)
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66
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I
|
|
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|
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Douglas M. Hayes
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72
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I
|
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C
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M
|
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Norman E. Johnson
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67
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I
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M
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M
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|
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Helmuth Ludwig (2)
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53
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II
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M
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M
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Peter M. Wilver
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56
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II
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C
|
|
|
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John (Andy) O'Donnell
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67
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III
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M
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C
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Scott A. Buckhout
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49
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III
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|
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|
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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 = 2018
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M
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Committee Member
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II = 2016
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(1)
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Chairman of the Board of Directors
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III = 2017
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Number of Meetings
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Board of Directors
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6
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Audit Committee
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6
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Compensation Committee
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5
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Nominating and Corporate Governance Committee
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2
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Name
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Age
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Position
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Scott A. Buckhout
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49
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President and Chief Executive Officer, and Director
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Rajeev Bhalla
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53
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Executive Vice President and Chief Financial Officer
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Vincent Sandoval
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53
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Group President, CIRCOR Aerospace & Defense
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Erik Wiik
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52
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Group President, CIRCOR Energy
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Andrew Farnsworth
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57
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Vice President and Chief Human Resources Officer
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David F. Mullen
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47
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Vice President, Finance Operations and Corporate Controller
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Arjun Sharma
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39
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Vice President, Business Development
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Tanya Dawkins
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55
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Corporate Treasurer
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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 an emphasis on long-term compensation that delivers rewards based on sustained performance over time;
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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 a balance of 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;
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•
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the structure of the performance-based inducement stock option awards granted to Mr. Buckhout and Mr. Bhalla in connection with the commencement of their employment incentivizes them to drive sustained improvement in shareholder value; and
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•
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our claw-back policy, discussed below, mitigates risk.
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NEO
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Title
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Scott A. Buckhout
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President and Chief Executive Officer (“CEO”)
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Rajeev Bhalla
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Executive Vice President, Chief Financial Officer (“CFO”)
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Vincent Sandoval
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Group President, CIRCOR Aerospace & Defense
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Erik Wiik
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Group President, CIRCOR Energy
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Arjun Sharma
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Vice President, Business Development
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The structure of our compensation program and compensation decisions demonstrates our commitment to continuous improvement and supports the achievement of our
Strategic Goals
:
Enhance margins through cost reduction and pricing discipline while improving value to customers;
Maximize our position in the markets we serve through improved quality, service and on-time delivery;
Position our businesses to grow, organically and inorganically, over the long-term;
Accelerate operational excellence and margin enhancement by simplifying our organizational structure and streamlining product management and supply chain management;
Create long-term shareholder value.
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Company
|
Segment
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Change in Revenue
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Change in Margin
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FY 2015 Margin %
|
|||||||||||||
CIRCOR
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Energy
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6
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18
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%
|
6
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160 bps
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14.0
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%
|
|||||||||
Cameron
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Valves & Measurement
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6
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27
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%
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6
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710 bps
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11.4
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%
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|||||||||
Crane
|
Fluid Handling
|
6
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14
|
%
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6
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320 bps
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12.4
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%
|
|||||||||
Flowserve
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Flow Control
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6
|
12
|
%
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6
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140 bps
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18.6
|
%
|
|||||||||
Pentair
|
Valves & Controls
|
6
|
23
|
%
|
6
|
470 bps
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12.1
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%
|
|||||||||
SPX Flow
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Power & Energy
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6
|
25
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%
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6
|
540 bps
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12.1
|
%
|
•
|
Link to business priorities and performance.
We believe that a significant portion of an executive’s total compensation should be “at risk,” subject to the attainment of certain specific and measurable Company-wide performance goals and objectives. As performance goals are met or exceeded, executives are rewarded commensurately; conversely, if goals are not met, actual earned compensation is lower.
We have strong pay for performance correlation with approximately 75% of our CEO's Target Total Direct Compensation and approximately 55% of our NEO's Target Total Direct Compensation “at risk,” subject to achievement of certain specific and measurable performance goals and objectives or requiring increases in CIRCOR's stock price in order to generate value for the recipient.
|
•
|
Alignment with stockholders’ interests.
We believe executives’ interests are more directly aligned with those of stockholders when compensation emphasizes an appropriate balance of both short and long-term financial performance, is impacted by our stock price and requires executives to hold a meaningful amount of equity. We believe this approach also supports our retention strategy and promotes our achievement-oriented culture.
|
•
|
Competitiveness.
We believe executives’ target total compensation should be competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for executive talent and market share.
Excluding one award of RSUs to Mr. Wiik upon joining the Company in March 2015, 100% of long‑term compensation for our executives is performance based.
|
•
|
Key Executive Compensation Practices.
We believe maintaining best-practice executive compensation governance standards is critical to the decision-making process, ability to manage risk and are always in the best interests of our stockholders and executives. On the next page are highlights of our current practices and policies that guide our executive compensation program:
|
•
|
Financial performance against the pre-established targets;
|
•
|
Creation of stockholder value;
|
•
|
Progress toward achievement of the Company’s strategic plan;
|
•
|
Success in attracting, retaining and further developing the Company’s key managerial talent; and
|
•
|
Development of a culture of continuous improvement and operational excellence.
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Peer Group Roster
|
|
Peer Group Summary Statistics*
|
||||||||||
Albany International Corporation
|
ESCO Technologies Inc.
|
|
|
Revenue
|
Market Capitalization
|
Employees
|
||||||
Altra Industrial Motion Corporation
|
Lindsay Corporation
|
|
25
th
Percentile
|
$707
|
$949
|
2,776
|
||||||
Barnes Group Inc.
|
Mueller Water Products, Inc.
|
|
50
th
Percentile
|
$928
|
$1,214
|
4,100
|
||||||
Blount International Inc.
|
Northwest Pipe Company
|
|
75
th
Percentile
|
$1,137
|
$1,828
|
4,893
|
||||||
Chart Industries, Inc.
|
Tennant Company
|
|
|
|
|
|
||||||
CLARCOR Inc.
|
TriMas Corporation
|
|
CIRCOR
|
$858
|
$1,294
|
2,800
|
||||||
Columbus McKinnon Corporation
|
Watts Water Technologies, Inc.
|
|
CIRCOR Percentile Rank
|
47
th
|
52
nd
|
26
th
|
||||||
Enpro Industries, Inc.
|
|
|
* Dollar amounts in millions; data from S&P Capital IQ effective immediately prior to the Committee’s review in April of 2014; financial information reflects fiscal year end, except market capitalization (3/31/14)
|
Pay Element
|
Form
|
Purpose
|
|||
Base Salary
|
Cash
(Fixed)
|
Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities
|
|||
Performance-Based Annual Incentive Compensation
|
Cash
(At-risk)
|
Rewards the achievement of pre-determined annual financial and/or operational goals for the most recently completed fiscal year
|
|||
Long-Term Equity Incentives
|
Equity
(At-risk)
|
Provides meaningful incentives for executives to execute on longer-term goals that drive growth and create shareholder value; also supports the Company’s retention strategy
|
NEO
|
2014 Annualized Base Salary ($)
|
2015 Annualized Base Salary ($)
|
Approximate Change (%)
|
Rationale
|
|||
Scott A. Buckhout
|
600,000
|
650,000
|
8.3
|
market adjustment*
|
|||
Rajeev Bhalla
|
465,000
|
486,000
|
4.5
|
merit
|
|||
Erik Wiik**
|
0
|
400,000
|
0
|
|
|||
Vincent Sandoval
|
280,000
|
288,000
|
3.0
|
merit
|
|||
Arjun Sharma
|
214,000
|
219,000
|
2.0
|
merit
|
NEO
|
2015 Bonus Target (as a % of Salary)
|
|
Scott A. Buckhout*
|
100
|
|
Rajeev Bhalla
|
70
|
|
Erik Wiik**
|
60
|
|
Vincent Sandoval
|
55
|
|
Arjun Sharma
|
45
|
Executives
|
Financial and/or Operational Objectives & Weightings*
|
|||||||||
Adjusted EPS
|
Adjusted Operating Margin
|
Group Net Sales
|
Group Adjusted Operating Margin
|
Group Adjusted Operating Income
|
||||||
Buckhout, Bhalla, Sharma
|
50%
|
50%
|
|
|
|
|||||
Wiik
|
25%
|
|
|
35%
|
40%
|
|||||
Sandoval
|
25%
|
|
35%
|
|
40%
|
Performance Level
|
Bonus Pool Funding as a % of Target
|
|
Stretch
|
200%
|
|
Target
|
100%
|
|
Threshold
|
0%
|
Performance Level
|
Bonus Pool Funding as a % of Target
|
|
Above Stretch
|
300%
|
|
Performance Range
|
|
|
|
|
|||||||||
NEO
|
Performance Metrics**
|
Threshold
|
Target
|
Stretch
|
Above Stretch
|
Actual Performance
|
Payout Factor***
|
Calculated Bonus ($)
|
||||||
Scott A. Buckhout
|
Adjusted EPS
|
$2.64
|
$3.24
|
$3.84
|
$4.44
|
$2.43
|
-%
|
1%
|
9,302
|
|||||
Adjusted Operating Margin
|
9.4%
|
10.9%
|
12.4%
|
13.9%
|
9.5%
|
2.9%
|
||||||||
Rajeev Bhalla
|
Adjusted EPS
|
$2.64
|
$3.24
|
$3.84
|
$4.44
|
$2.43
|
-%
|
1%
|
4,868
|
|||||
Adjusted Operating Margin
|
9.4%
|
10.9%
|
12.4%
|
13.9%
|
9.5%
|
2.9%
|
||||||||
Erik Wiik*
|
Adjusted EPS
|
$2.64
|
$3.24
|
$3.84
|
$4.44
|
$2.43
|
-%
|
25%
|
49,966
|
|||||
Energy Group Adjusted Operating Margin
|
12.6%
|
15.6%
|
18.6%
|
21.6%
|
14.0%
|
41%
|
||||||||
Energy Group Adjusted Operating Income ($M)
|
68,293
|
85,366
|
102,440
|
119,513
|
70,214
|
27%
|
||||||||
Vincent Sandoval
|
Adjusted EPS
|
$2.64
|
$3.24
|
$3.84
|
$4.44
|
$2.43
|
-%
|
19%
|
30,234
|
|||||
Aerospace & Defense Group Sales ($M)
|
146,137
|
162,374
|
178,611
|
NA
|
154,979
|
54%
|
||||||||
Aerospace & Defense Group Adjusted Operating Income ($M)
|
15,394
|
17,104
|
18,815
|
20,525
|
13,867
|
-%
|
||||||||
Arjun Sharma
|
Adjusted EPS
|
$2.64
|
$3.24
|
$3.84
|
$4.44
|
$2.43
|
-%
|
1%
|
1,408
|
|||||
Adjusted Operating Margin
|
9.4%
|
10.9%
|
12.4%
|
13.9%
|
9.5%
|
2.9%
|
|
*** Actual Performance Payout based on foreign exchange adjusted performance when targets were established.
|
NEO
|
2015 Bonus Target (as a % of Salary)
|
2015 Bonus Target ($)
|
Payout Factor for Achievement Against 2015 Performance Targets (%)
|
Payout for Achievement Against 2015 Performance Targets ($)
|
Retention Awards-RSU Value ($)
|
Aggregate 2015 Bonus Award ($)
|
RSUs Granted for Retention Awards
|
Aggregate 2015 Bonus and Retention Award as a % of 2015 Salary
|
||||||||
Scott A. Buckhout
|
100
|
650,000
|
1
|
9,302
|
-*
|
9,302
|
-*
|
1
|
||||||||
Rajeev Bhalla
|
70
|
340,148
|
1
|
4,868
|
85,132
|
90,000
|
2,190
|
19
|
||||||||
Erik Wiik**
|
60
|
198,575
|
25
|
49,966
|
30,000
|
79,966
|
774
|
20
|
||||||||
Vincent Sandoval
|
55
|
158,620
|
19
|
30,234
|
20,000
|
50,234
|
516
|
17
|
||||||||
Arjun Sharma
|
45
|
98,375
|
1
|
1,408
|
40,000
|
41,408
|
1,029
|
19
|
NEO
|
Equity Award
($ Based on Grant Date Fair Value)
|
|
Scott A. Buckhout
|
1,400,000
|
|
Rajeev Bhalla
|
800,000
|
|
Erik Wiik*
|
200,000
|
|
Vincent Sandoval
|
154,000
|
|
Arjun Sharma
|
131,000
|
•
|
50% in the form of time-vested stock options.
The number of stock options awarded to each NEO was determined by dividing 50% of the amount of such NEO’s long-term target incentive award by the grant date fair value (calculated using the Black-Scholes Merton formula) of time-vested stock options to purchase our common stock at the closing price on date of grant. Stock options vest in 33% increments annually, until they become fully vested on the third anniversary of the grant date. Stock options have a seven year term.
|
Performance Level
|
Shares Earned and Vested as % of Target
|
|
Stretch
|
200%
|
|
Target
|
100%
|
|
Threshold
|
0%
|
•
|
50% in the form of contingent performance-based RSUs ("PSUs").
The amount of contingent performance-based RSUs awarded to each NEO was determined by dividing 50% of the amount of such NEO’s long-term target incentive award by the value of the Company’s common stock at the time of grant. These contingent awards vest at the end of a three-year performance cycle based upon the achievement of specific pre-established levels of Company performance. The performance goals for the 2015 performance-based RSUs consist of Fiscal Year 2017 adjusted return on invested capital ("Adjusted ROIC") and Fiscal Year 2017 adjusted operating margin ("AOM"). Each goal is weighted 50%. The relationship between level of performance achieved and percentage of shares that will be earned and vest based on performance is as follows, with the percentage of shares earned and vested interpolated for performance between Threshold and Target and Target and Stretch.
|
Why We Use Adjusted Operating Margin and Adjusted ROIC
We use Adjusted Operating Margin as a consistent factor leading to higher enterprise values across business cycles. When cyclical demand for our products declines, as it has in 2014-2015, management is motivated to use price discipline so that when demand recovers, earnings are maximized. We believe that the income growth achieved in this manner will provide our shareholders with the greatest benefit.
We use Adjusted ROIC as a metric to promote the best possible utilization of the Company’s capital and assets. Strict management of working capital, attractive returns from capital expenditures and efficient use of fixed assets are all critical components for ensuring long term enterprise value. The use of ROIC as a metric incorporates all of these factors.
Measurement Period for Adjusted Operating Margin and Adjusted ROIC
Each fiscal year begins a new three-year performance cycle for which our Compensation Committee establishes financial performance measures and targets. For our performance-based RSUs for the 2016-2018 cycle (granted in February 2016), we will assess three-year average performance relative to three-year average performance targets. This represents a change from our prior practice of assessing performance based on achievement relative to targets specific to the third and final year in the three year performance cycle (for example, the performance goals for our performance-based RSUs granted in 2015 are specific to 2017 performance). We made this change in order to better accommodate performance volatility in our industry, so that results from no single year’s performance will have undue impact on ultimate compensation received.
Why We Don’t Disclose Adjusted Operating Margin and Adjusted ROIC Targets Prior to Conclusion of Performance Cycle
We do not disclose our adjusted ROIC and Adjusted Operating Margin targets prior to conclusion of the relevant performance cycle, because such targets represent confidential, commercially sensitive information that could cause competitive harm in the marketplace. Both ROIC and operating margin are inherently competitive and, if disclosed, could provide competitors valuable insight into areas of business growth and acquisition focus.
|
If the Company stock trades at or above:
|
Then the following number of shares will vest (cumulative):
|
||
$87.50
|
25,000
|
||
$100.00
|
50,000
|
||
$112.50
|
75,000
|
||
$125.00
|
100,000
|
•
|
25% upon vesting
|
•
|
50% upon the first anniversary of vesting
|
•
|
100% upon the second anniversary of vesting
|
If the Company stock trades at or above:
|
Then the following number of shares will vest (cumulative):
|
||
$50.00
|
50,000
|
||
$60.00
|
100,000
|
||
$70.00
|
150,000
|
||
$80.00
|
200,000
|
Position
|
Target
|
|
Chief Executive Officer
|
5x annual base salary
|
|
Chief Financial Officer
|
3x annual base salary
|
|
Group Presidents and Vice Presidents, Corporate Vice Presidents
|
2x annual base salary
|
|
Non-employee Director
|
5x value of annual retainer
|
Name and
Principal Position
|
Year
|
Salary
($)
|
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
Compensation
($) (7)
|
All
Other
Compensation
($) (8)
|
Total
($) (9)
|
||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
|
|
|
(e)
|
(f)
|
(g)
|
(i)
|
(j)
|
||||||||||
Scott A. Buckhout (10)
President and Chief Executive Officer
|
2015
|
636,542
|
|
—
|
|
682,500
|
|
700,000
|
|
—
|
|
1,382,500
|
|
700,000
|
|
2,791
|
|
26,999
|
|
2,748,832
|
|
2014
|
600,000
|
|
—
|
|
810,000
|
|
—
|
|
—
|
|
810,000
|
|
2,690,995
|
|
—
|
|
18,716
|
|
4,119,711
|
|
|
2013
|
399,422
|
|
210,000
|
|
493,579
|
|
440,025
|
|
440,066
|
|
1,373,670
|
|
2,892,418
|
|
—
|
|
132,906
|
|
5,008,416
|
|
|
Rajeev Bhalla (10)
Executive Vice President, Chief Financial Officer
|
2015
|
480,291
|
|
—
|
|
102,044
|
|
400,000
|
|
—
|
|
502,044
|
|
400,000
|
|
3,894
|
|
36,855
|
|
1,423,084
|
|
2014
|
465,000
|
|
—
|
|
97,650
|
|
302,500
|
|
—
|
|
400,150
|
|
302,500
|
|
248,426
|
|
110,370
|
|
1,526,446
|
|
|
2013
|
26,827
|
|
325,000
|
|
—
|
|
—
|
|
1,499,972
|
|
1,499,972
|
|
3,151,091
|
|
—
|
|
923
|
|
5,003,813
|
|
|
Vincent Sandoval (10)
Vice President and Group President, CIRCOR Aerospace & Defense
|
2015
|
286,139
|
|
—
|
|
118,965
|
|
77,000
|
|
—
|
|
195,965
|
|
77,000
|
|
15,117
|
|
24,789
|
|
599,010
|
|
2014
|
213,231
|
|
75,000
|
|
115,500
|
|
—
|
|
200,000
|
|
315,500
|
|
—
|
|
40,000
|
|
115,348
|
|
759,079
|
|
|
Erik Wiik (10)
Vice President and Group President, CIRCOR Energy
|
2015
|
318,462
|
|
200,000
|
|
—
|
|
—
|
|
200,000
|
|
200,000
|
|
—
|
|
24,983
|
|
10,877
|
|
754,322
|
|
Arjun Sharma (10)
Vice President Business Development
|
2015
|
217,457
|
|
—
|
|
147,563
|
|
65,500
|
|
30,000
|
|
243,063
|
|
65,500
|
|
—
|
|
22,240
|
|
548,260
|
|
2014
|
214,325
|
|
—
|
|
144,669
|
|
80,500
|
|
—
|
|
225,169
|
|
80,500
|
|
—
|
|
24,442
|
|
544,436
|
|
(1)
|
The 2015 amount for Mr. Wiik and the 2014 amount for Mr. Sandoval reflect sign-on bonuses of $200,000 and $75,000, respectively. The 2013 amounts for Messrs. Buckhout and Bhalla reflect sign on bonuses of $210,000 and $325,000, respectively.
|
(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. Buckhout would be: 2015 - $1,365,000; 2014 - $1,620,000; 2013 - $987,158; for Mr. Bhalla would be 2015 - $204,000; 2014 - $195,300; for Mr. Sandoval would be: 2015 - $237,930; $2014 - $231,000; and for Mr. Sharma would be 2015 - $295,120; 2014 - $289,339. Mr. Wiik was not granted an MSP RSU award during 2015.
The Target value of MSP RSUs (listed in column (g) of the 2015 Grants of Plan-Based Awards Table) reflects the Named Executive Officer's election to receive MSP RSUs in lieu of a specified percentage or dollar amount of his cash bonus under our management bonus plan for the fiscal year shown, which we refer to as the election amount, and as described above in "Performance-Based Annual Incentive Compensation." For Fiscal Year 2015, the election amounts for Messrs. Buckhout, Bhalla, Sandoval, Sharma, and Wiik were 70%, 20%, 50%, 100% and 50%, respectively. For Fiscal Year 2014, the election amounts for Messrs. Buckhout, Bhalla, Sandoval, and Sharma were 100%, 20%, 50%, and 100%, respectively. For Fiscal Year 2013, the election amounts for Mr. Buckhout was 100%.
The Maximum value of MSP RSUs (listed in column (h) of the 2015 Grants of Plan-Based Awards Table) is 200% of the Target value. The Maximum value of MSP RSUs is earned if 200% of the performance goals are achieved under our management bonus plan for the fiscal year shown. The Maximum value reflects the Named Executive Officer's election amount for the fiscal year shown.
MSP RSUs earned for Fiscal Year 2015 were issued as of February 23, 2016 and calculated by multiplying the Named Executive Officer's incentive bonus and his election amount and dividing the product thereof by $26.06, which was 67% of $38.89, the closing price of our Common Stock on February 22, 2016, the trading day immediately preceding the award date.
|
(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 2015 would be $1,400,000 for Mr. Buckhout, $800,000 for Mr. Bhalla, $154,000 for Mr. Sandoval and $131,000 for Mr. Sharma. Mr. Wiik did not receive any Performance-Based RSU’s in 2015.
The Target value of Performance-Based RSUs awarded in 2015 is earned if our ROIC and AOM goals are achieved for the 2017 fiscal year, as described in “Long Term Equity Incentives”. The maximum value of Performance-Based RSUs is two times the Target value, as described above in “Long Term Equity Incentives”.
Maximum value of Performance-Based RSUs is earned if our actual ROIC and AOM achievement exceeds the maximum percentages set by the Compensation Committee for the 2017 fiscal year. |
(4)
|
The amounts in this column reflect the aggregate grant date fair values of RSUs (listed in column (l) of the 2015 Grants of Plan-Based Awards Table), calculated in accordance with accounting guidance. Messrs. Wiik and Sandoval received a $200,000 award in 2015 and 2014, respectively in connection with their joining the company. Mr. Sharma received a $30,000 award in 2015 for special recognition of his efforts over several years in successfully concluding the Company's April 2015 acquisition of its business in Cologne, Germany.
|
(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, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016.
|
(6)
|
For Fiscal Year 2015, 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, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016. The stock options granted in Fiscal Year 2015 were granted on February 23, 2015 and vest in three equal annual amounts commencing on the first anniversary of the grant date. For Fiscal Year 2014, Mr. Buckhout received a performance based stock option award on March 5, 2014. The stock options granted to the other Named Executive Officers in Fiscal Year 2014 were granted on March 3, 2014 and vest in three equal amounts commencing on the first anniversary of the grant date. The Fiscal Year 2013 amounts shown in this column reflect inducement option awards for Messrs. Buckhout and Bhalla in connection with their commencement of employment with the Company (See the section entitled “Long-Term Equity Incentives” above for further details related to these inducement option awards).
|
(7)
|
The amounts in this column reflect the non-equity incentive awards paid for performance for the fiscal year shown. Such amounts do not include the amounts awarded in the form of MSP RSUs as elected by the Named Executive Officers.
|
(8)
|
See "2015 All Other Compensation Table" for specific items in this category.
|
(9)
|
The amounts in this column reflect the total of the following columns: Salary, Bonus Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, and All Other Compensation.
|
(10)
|
Messrs. Buckhout, Bhalla, Sandoval, Wiik, and Sharma joined the company on April 9, 2013, December 2, 2013, March 19, 2014, March 5, 2015, and September 1, 2009 respectively.
|
Name
|
Perquisites
and Other
Personal
Benefits
($) (1)
|
Tax
Preparation
and
Financial
Planning
($)
|
Insurance
Premiums
($) (2)
|
Payments
Relating to
Employee
Savings
Plan
($) (3)
|
Other
($) (4)
|
Total ($)
|
Scott A. Buckhout
|
—
|
—
|
1,290
|
24,640
|
1,069
|
26,999
|
Rajeev Bhalla
|
12,000
|
1,500
|
1,722
|
18,797
|
2,836
|
36,855
|
Vincent Sandoval
|
12,000
|
—
|
1,722
|
10,931
|
135
|
24,788
|
Arjun Sharma
|
8,400
|
—
|
966
|
10,044
|
2,829
|
22,239
|
Erik Wiik
|
9,692
|
—
|
1,185
|
—
|
—
|
10,877
|
(1)
|
The amounts shown in this column reflect each executive's annual car allowance.
|
(2)
|
The amounts shown in this column reflect group term life insurance premiums paid on behalf of each executive.
|
(3)
|
The amounts shown in this column reflect Company matching contributions to the Named Executive Officer's 401(k) savings account of 2.5% of pay up to the limitations imposed by IRS regulations, the Company’s core contribution of 1.5% to the 401(k) savings account, as well as non-qualified deferred compensation contributions discussed in the Retirement Benefits section of the Compensation Discussion & Analysis report.
|
(4)
|
Amounts for each Named Executive Officer reflect dividend equivalents paid on vested RSUs.
|
Name
|
Type
of
Award
(1)
|
Grant
Date
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (3)
|
All Other
Stock
Awards:
Number
of
Shares
of
Stock or
Units
(#) (4)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (5)
|
Exercise
or base
Prices
of
Option
Awards
($ / 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)
|
Scott A. Buckhout
|
Options
|
02/23/15
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
39,141
|
51.84
|
700,000
|
|
RSU Perf
|
02/23/15
|
—
|
—
|
—
|
—
|
700,000
|
1,400,000
|
—
|
—
|
—
|
—
|
|
MSP RSU
|
|
—
|
—
|
—
|
—
|
682,500
|
1,365,000
|
—
|
—
|
—
|
—
|
|
MBP
|
|
—
|
455,000
|
910,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Rajeev Bhalla
|
Options
|
02/23/15
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
22,368
|
51.84
|
400,000
|
|
RSU Perf
|
02/23/15
|
—
|
—
|
—
|
—
|
400,000
|
800,000
|
—
|
—
|
—
|
—
|
|
MSP RSU
|
|
—
|
—
|
—
|
—
|
102,000
|
204,000
|
—
|
—
|
—
|
—
|
|
MBP
|
|
—
|
68,030
|
136,060
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Vincent Sandoval
|
Options
|
02/23/15
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
4,308
|
51.84
|
77,000
|
|
RSU Perf
|
02/23/15
|
—
|
—
|
—
|
—
|
77,000
|
154,000
|
—
|
—
|
—
|
—
|
|
MSP RSU
|
|
—
|
—
|
—
|
—
|
118,965
|
237,930
|
—
|
—
|
—
|
—
|
|
MBP
|
|
—
|
79,310
|
158,620
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Arjun Sharma
|
Options
|
02/23/15
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
3,663
|
51.84
|
65,500
|
|
RSU Perf
|
02/23/15
|
—
|
—
|
—
|
—
|
65,500
|
131,000
|
—
|
—
|
—
|
—
|
|
MSP RSU
|
|
—
|
—
|
—
|
—
|
147,560
|
295,120
|
—
|
—
|
—
|
—
|
|
MBP
|
|
—
|
98,375
|
196,750
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
RSU Time
|
07/30/15
|
—
|
—
|
—
|
—
|
—
|
—
|
618
|
—
|
—
|
30,000
|
Erik Wiik
|
RSU Time
|
03/05/15
|
—
|
—
|
—
|
—
|
—
|
—
|
3,774
|
—
|
—
|
200,000
|
|
MSP RSU
|
|
—
|
—
|
—
|
—
|
180,000
|
360,000
|
—
|
—
|
—
|
—
|
|
MBP
|
|
—
|
120,000
|
240,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Type of Award:
|
|
RSU Time = RSU award subject to time-based vesting only
|
|
RSU Perf = RSU award subject to performance conditions
|
|
Options = Stock option subject to time based vesting
|
|
MSP RSU = MSP RSU awards subject to performance conditions under management bonus plan
|
|
MBP = Cash award subject to performance conditions under management bonus plan
|
|
Each of these RSU and Option awards was granted under our Equity Incentive Plan. See Summary Compensation Table and the footnotes thereto for additional information on these types of awards.
|
(2)
|
The MBP awards in this table reflect the amount of target annual cash incentive bonus that the Named Executive Officer previously had elected to defer into discounted RSUs pursuant to the Management Stock Purchase Plan and does not reflect the actual earned amounts under the management bonus plan. Actual earned amounts were adjusted based on actual performance and the cash portion of such amounts (i.e., non-deferred portion) was paid on or about March 4, 2016, to the extent achieved and is reported in column (g) of the Summary Compensation Table. The potential payouts of MBP awards were subject to performance conditions in 2015 and were completely at risk.
|
(3)
|
MSP RSU awards were adjusted based on performance and were issued on or about February 23, 2016, 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 February 23, 2015 and are subject to financial performance conditions for the year ended December 31, 2017.
|
(4)
|
RSU-Time awards were awarded on March 5, 2015, to Mr. Wiik in connection with his joining the Company and on July 30, 2015 to Mr. Sharma for special recognition.
|
(5)
|
The exercise price of Options is equal to the closing price of our Common Stock on the business day before the Grant Date. For more details, see footnote (3) under Outstanding Equity Awards at 2015 Fiscal Year-End.
|
(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 using the Black Scholes option pricing model.
|
|
|
Option Awards
|
Stock Awards
|
|||||||||
Name
|
Type
of
Award
(10)
|
Number of
Securities
Underlying
Unexercised
Options Exercisable (#)
|
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)
|
||
Scott A. Buckhout
|
Perf Option
|
100,000
|
100,000 (4)
|
41.17
|
4/9/2023
|
—
|
—
|
—
|
—
|
—
|
||
|
Perf Option
|
—
|
100,000 (3)
|
70.42
|
3/5/2024
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
—
|
39,141
|
51.84
|
2/23/2022
|
—
|
—
|
—
|
—
|
—
|
||
|
RSU Time
|
—
|
—
|
—
|
—
|
04/09/2013
|
3,563
|
150,180 (5)
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
04/09/2013
|
—
|
—
|
10,688
|
450,499 (6)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
3/3/2014
|
10,880
|
458,592 (9)
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
13,504
|
559,194 (8)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
2/23/2015
|
13,033
|
549,341 (9)
|
—
|
—
|
||
Rajeev Bhalla
|
Perf Option
|
—
|
100,000 (4)
|
79.33
|
12/2/2023
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
3,967
|
7,934
|
71.56
|
3/3/2021
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
—
|
22,368
|
51.84
|
2/23/2022
|
—
|
—
|
—
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
3/3/2014
|
—
|
—
|
4,228
|
178,210 (7)
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
7,717
|
325,272 (8)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
2/23/2015
|
1,788
|
75,364 (9)
|
—
|
—
|
||
Vincent Sandoval
|
Option
|
—
|
4,308
|
51.84
|
2/23/2022
|
—
|
—
|
—
|
—
|
—
|
||
|
RSU Time
|
—
|
—
|
—
|
—
|
3/20/2014
|
1,806
|
76,123 (5)
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
1,486
|
62,635 (8)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
2/23/2015
|
1,151
|
48,515 (9)
|
—
|
—
|
||
Arjun Sharma
|
Option
|
1,954
|
—
|
30.91
|
3/1/2020
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
3,212
|
—
|
39.00
|
2/28/2021
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
2,799
|
—
|
32.76
|
3/5/2022
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
1,056
|
2,112
|
71.56
|
3/3/2021
|
—
|
—
|
—
|
—
|
—
|
||
|
Option
|
—
|
3,663
|
51.84
|
2/23/2022
|
—
|
—
|
—
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
03/04/2013
|
—
|
—
|
1,468
|
61,876 (6)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
03/04/2013
|
3,241
|
136,608 (9)
|
—
|
—
|
||
|
RSU Time
|
—
|
—
|
—
|
—
|
03/04/2013
|
490
|
20,654 (5)
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
03/03/2014
|
—
|
—
|
1,125
|
47,419 (7)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
03/03/2014
|
2,226
|
93,826 (9)
|
—
|
—
|
||
|
RSU Perf
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
1,264
|
53,278 (8)
|
||
|
MSP RSU
|
—
|
—
|
—
|
—
|
2/23/2015
|
1,964
|
82,783 (9)
|
—
|
—
|
||
|
RSU Time
|
—
|
—
|
—
|
—
|
7/30/2015
|
618
|
26,049 (5)
|
—
|
—
|
||
Erik Wiik
|
RSU Time
|
—
|
—
|
—
|
—
|
3/05/2015
|
3,774
|
159,074 (5)
|
—
|
—
|
(1)
|
With the exception of the inducement stock options granted to Messrs. Buckhout and Bhalla described in footnote (4) below, the stock options listed in this column were granted pursuant to our Equity Incentive Plan. The stock option grants on March 1, 2010, and February 28, 2011 vested three years from such date and have a ten year term. The stock option grants on March 5, 2012 vested ratably 33% per year generally beginning on the first anniversary from such date and have a ten year term. The stock option grants on March 3, 2014 and February 23, 2015 vest ratably 33% per year generally beginning on the first anniversary from such date and have a seven year term.
|
(2)
|
The amounts shown in these columns reflect the market value of unvested RSUs calculated by multiplying the number of such unvested RSUs by $42.15, the closing price of our Common Stock on December 31, 2015, the last trading day in 2015.
|
(3)
|
On March 5, 2014 Mr. Buckhout received a stock option award that includes both a service period and a market vesting condition. The stock options will vest if the following stock price targets are met based on the stock closing at or above these targets for 60 consecutive trading days: $87.50 (25,000 cumulative vested shares); $100.00 (50,000 cumulative vested shares); $112.50 (75,000 cumulative vested shares); $125.00 (100,000 cumulative vested shares). Vested options may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting and have a ten-year term but to the extent that the market conditions (stock price targets shown above) are not met within five years from the grant date, these options will not vest and will forfeit. For further detail see "Long-Term Equity Incentive Program: For the CEO Only" on page 41.
|
(4)
|
On April 9, 2013 and December 2, 2013 inducement stock options were granted to Messrs. Buckhout and Bhalla, respectively. These inducement stock option awards were granted pursuant to the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. Both of these inducement stock option grants include both a service period and a market vesting condition. The inducement stock options will vest if the following stock price targets are met based on the stock closing at or above these targets for 60 consecutive trading days: Mr. Buckhout - $50.00 (50,000 cumulative vested shares); $60.00 (100,000 cumulative vested shares); $70.00 (150,000 cumulative vested shares); $80.00 (200,000 cumulative vested shares) Mr. Bhalla - $87.50 (25,000 cumulative vested shares); $100.00 (50,000 cumulative vested shares); $112.50 (75,000 cumulative vested shares); $125.00 (100,000 cumulative vested shares). Vested options for both inducement stock option grants for Messrs. Buckhout and Bhalla may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. These two stock option grants have a ten-year term but to the extent that the market conditions (stock price targets shown above) are not met within five years from the grant date, these options will not vest and will forfeit. For further detail see "Inducement Option Awards Granted to Mr. Buckhout and Mr. Bhalla in 2013" on page 41.
|
(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 long term grants in the form of performance RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2015 and reflect the target amount of the award.
|
(7)
|
The amounts reflect the unvested portion of long term grants in the form of performance RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2016 and reflect the target amount of the award.
|
(8)
|
The amounts reflect the unvested portion of long term grants in the form of performance RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2017 and reflect the target amount of the award.
|
(9)
|
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 February 23, 2015 vest on February 23, 2018.
|
(10)
|
Type of Award:
|
|
RSU Time = RSU award subject to time-based vesting only
|
|
RSU Perf = RSU award subject to performance conditions
|
|
Perf Options = Inducement stock option subject to a service period and a market vesting condition
|
|
Options = Stock option subject to time based vesting
|
|
MSP RSU = MSP RSU awards subject to performance conditions under management bonus plan
|
|
With the exception of the Performance Option awards to Mr. Buckhout and Mr. Bhalla on April 9, 2013 and December 2, 2013, respectively (which were granted as special inducement awards under the NYSE regulations), each of these RSU and Option awards was granted under our Equity Incentive Plan. See Summary Compensation table and Note 4 within the Compensation Discussion and Analysis for additional information on these types of awards.
|
|
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)
|
Scott A. Buckhout (5)
|
—
|
—
|
3,563
|
197,390
|
Rajeev Bhalla (6)
|
—
|
—
|
9,454
|
436,302
|
Vincent Sandoval (7)
|
—
|
—
|
903
|
51,489
|
Arjun Sharma (8)
|
—
|
—
|
6,451
|
342,355
|
Erik Wiik (9)
|
—
|
—
|
—
|
—
|
(1)
|
All stock option exercises consisted of cashless exercises performed through open market transactions.
|
(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)
|
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 MSP RSUs.
|
(5)
|
Mr. Buckhout had RSUs vest during 2015 as follows: 3,563 RSUs with a price of $55.40 on April 9, 2015.
|
(6)
|
Mr. Bhalla had RSUs vest during 2015 as follows: 9,454 RSUs with a price of $46.15 on December 2, 2015.
|
(7)
|
Mr. Sandoval had RSUs vest during 2015 as follows: 903 RSUs with a price of $57.02 on April 20, 2015.
|
(8)
|
Mr. Sharma had RSUs, MSP RSUs, and RSU Perf vest during 2015 as follows: 490 RSUs with a price of $53.68 on March 4, 2015; 404 RSUs, 3,065 MSP RSUs, and 2,492 RSU Perf with a price of $53.02 on March 5, 2015.
|
(9)
|
Mr. Wiik had no stock awards vest during 2015.
|
Name (a)
|
Item
|
Executive
Contributions
in Last FY ($)
(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)
|
Scott A. Buckhout
|
Excess 401K
|
—
|
13,108
|
(179)
|
—
|
16,876
|
|
|
|
|
|
|
|
Rajeev Bhalla
|
Excess 401K
|
—
|
6,450
|
(98)
|
—
|
6,352
|
|
|
|
|
|
|
|
Vincent Sandoval (3)
|
Excess 401K
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
Arjun Sharma
|
Excess 401K
|
—
|
1,601
|
7
|
—
|
7,803
|
|
|
|
|
|
|
|
Erik Wiik (3)
|
Excess 401K
|
—
|
—
|
—
|
—
|
—
|
(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)
|
Messrs. Sandoval and Wiik joined the company in 2014 and 2015 respectively and did not have any nonqualified deferred compensation during 2015.
|
Payments and Benefits
|
Termination after
Change-in-Control
|
||
Scott A. Buckhout
|
|
||
Cash Severance (1)
|
$
|
2,600,000
|
|
Stock Options (2)
|
$
|
98,000
|
|
Restricted Stock Units (3)
|
$
|
2,177,806
|
|
Health Care Benefits (4)
|
$
|
26,832
|
|
Total (5)
|
$
|
4,902,638
|
|
(1)
|
This amount reflects payment to Mr. Buckhout that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $42.15 on December 31, 2015.
|
(3)
|
This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $42.15 on December 31, 2015, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Buckhout that would be equal to the cost of the health insurance premiums necessary to allow Mr. Buckhout 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)
|
These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.
|
Payments and Benefits
|
Termination after
Change-in-Control
|
||
Rajeev Bhalla
|
|
||
Cash Severance (1)
|
$
|
1,652,146
|
|
Stock Options (2)
|
$
|
0
|
|
Restricted Stock Units (3)
|
$
|
578,846
|
|
Health Care Benefits (4)
|
$
|
25,752
|
|
Total (5)
|
$
|
2,256,744
|
|
(1)
|
This amount reflects payment to Mr. Bhalla that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $42.15 on December 31, 2015.
|
(3)
|
This amount reflects the incremental value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $42.15 on December 31, 2015.
|
(4)
|
This amount reflects payments to Mr. Bhalla that would be equal to the cost of the health insurance premiums necessary to allow Mr. Bhalla 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)
|
These amounts do not reflect a 20% excise tax under Section-4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.
|
Payments and Benefits
|
Termination after
Change-in-Control
|
||
Vincent Sandoval
|
|
||
Cash Severance (1)
|
$
|
894,040
|
|
Stock Options (2)
|
$
|
0
|
|
Restricted Stock Units (3)
|
$
|
187,272
|
|
Health Care Benefits (4)
|
$
|
26,832
|
|
Total (5)
|
$
|
1,108,144
|
|
(1)
|
This amount reflects payment to Mr. Sandoval that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.
|
(2)
|
This amount reflects the incremental value to which Mr. Sandoval would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $42.15 on December 31, 2015.
|
(3)
|
This amount reflects the incremental value to which Mr. Sandoval would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $42.15 on December 31, 2015, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Sandoval that would be equal to the cost of the health insurance premiums necessary to allow Mr. Sandoval, his spouse and his 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)
|
These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.
|
Payments and Benefits
|
Termination after
Change-in-Control
|
||
Arjun Sharma
|
|
||
Cash Severance (1)
|
$
|
742,252
|
|
Stock Options (2)
|
$
|
0
|
|
Restricted Stock Units (3)
|
$
|
522,491
|
|
Health Care Benefits (4)
|
$
|
9,576
|
|
Total (5)
|
$
|
1,274,319
|
|
(1)
|
This amount reflects payment to Mr. Sharma 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. Sharma would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $42.15 on December 31, 2015.
|
(3)
|
This amount reflects the incremental value to which Mr. Sharma would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $42.15 on December 31, 2015, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Sharma that would be equal to the cost of the health insurance premiums necessary to allow Mr. Sharma and his spouse and dependents to continue to receive health insurance coverage
|
(5)
|
These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.
|
Payments and Benefits
|
Termination after
Change-in-Control
|
|
|
||||
Erik Wiik
|
|
|
|
||||
Cash Severance (1)
|
$
|
1,280,000
|
|
|
|
||
Stock Options (2)
|
$
|
0
|
|
|
|
||
Restricted Stock Units (3)
|
$
|
159,074
|
|
|
|
||
Health Care Benefits (4)
|
$
|
26,832
|
|
|
|
||
Total (5)
|
$
|
1,465,906
|
|
|
|
(1)
|
This amount reflects payment to Mr. Wiik 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. Wiik would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $42.15 on December 31, 2015.
|
(3)
|
This amount reflects the incremental value to which Mr. Wiik would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $42.15 on December 31, 2015, less the applicable basis with respect to MSP RSUs.
|
(4)
|
This amount reflects payments to Mr. Wiik that would be equal to the cost of the health insurance premiums necessary to allow Mr. Wiik 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)
|
These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.
|
Annual Retainer (Board Member)
|
$
|
60,000
|
Annual Retainer (Chairman of the Board)
|
$
|
135,000
|
Chairman Fee (Audit Committee)
|
$
|
20,000
|
Chairman Fee (Compensation Committee)
|
$
|
15,000
|
Chairman Fee (Nominating and Corporate Governance Committee)
|
$
|
10,000
|
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 (4)
|
15,000
|
175,000
|
1,271
|
191,271
|
David F. Dietz (5)
|
—
|
272,500
|
1,205
|
273,705
|
Douglas M. Hayes
|
20,000
|
175,000
|
1,271
|
196,271
|
Norman E. Johnson
|
10,000
|
175,000
|
351
|
185,351
|
John (Andy) O'Donnell
|
20,000
|
175,000
|
1,016
|
196,016
|
Peter M. Wilver
|
20,000
|
175,000
|
451
|
195,451
|
(1)
|
The amounts shown in this column reflect the fees paid in Fiscal Year 2015 for Board and committee service. All directors elected to receive MSP RSU’s in lieu of their annual retainer fee.
|
(2)
|
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. The amounts shown in this column reflect the aggregate grant date fair value of stock awards made during 2015 with respect to RSU awards under the Equity Incentive Plan and MSP RSUs. During 2015, each of the Directors received a $85,000 RSU award subject to 1 year annual vesting. In addition, all of our Directors elected to receive MSP RSUs in lieu of their annual retainer fees 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, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016.
|
(3)
|
The amounts shown in this column reflect dividend equivalents paid on RSUs.
|
(4)
|
Mr. Brady retired from the Board effective December 31, 2015.
|
(5)
|
Mr. Dietz, Chairman received an annual retainer fee of $135,000, all of which was deferred into MSP RSUs.
|
•
|
all persons known by us to own beneficially 5% or more of our Common Stock;
|
•
|
each of our current directors;
|
•
|
our Named Executive Officers included in the Summary Compensation Table appearing in this proxy statement; and
|
•
|
all current 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)
|
2,796,691
|
17.0
|
%
|
BlackRock, Inc. (4)
|
1,724,162
|
10.5
|
%
|
Royce & Associates, LLC (5)
|
1,718,882
|
10.4
|
%
|
The Vanguard Group (6)
|
1,239,555
|
7.5
|
%
|
Wellington Management Group LLP (8)
|
1,007,531
|
6.1
|
%
|
Dimensional Fund Advisors LP (9)
|
911,088
|
5.5
|
%
|
T. Rowe Price Associates, Inc. (7)
|
826,710
|
5.0
|
%
|
Scott A. Buckhout
|
181,060
|
*
|
|
David F. Dietz
|
69,462
|
*
|
|
Douglas M. Hayes (10)
|
27,556
|
*
|
|
Rajeev Bhalla
|
26,295
|
*
|
|
Arjun Sharma
|
24,037
|
*
|
|
Peter M. Wilver
|
11,053
|
*
|
|
John (Andy) O'Donnell
|
9,804
|
*
|
|
Norman E. Johnson
|
7,372
|
*
|
|
Vincent Sandoval
|
2,910
|
*
|
|
Erik Wiik
|
1,258
|
*
|
|
Helmuth Ludwig
|
0
|
|
|
All current executive officers and directors as a group (fourteen persons) (11)
|
361,196
|
2.2
|
%
|
(1)
|
The address of each stockholder in the table is c/o CIRCOR, Inc., 30 Corporate Drive, Suite 200, 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 52nd Street, New York, NY 10022; the address of Royce & Associates, LLC is 745 Fifth Avenue, New York, NY 10151; 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; the address of Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210; and the address of Dimensional Fund Advisors is Bldg. One, 6300 Bee Cave Rd., Austin TX 78746 .
|
(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 29, 2016, 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 January 12, 2016 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 1,100,500, 1,533,191 and 163,700 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 118,600 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 8, 2016 on behalf of BlackRock, Inc. ("BlackRock"). According to the filing, BlackRock beneficially owns 1,724,162 shares. Of the shares beneficially owned BlackRock has sole dispositive power over 1,724,162 shares and sole voting power over 1,682,834 shares. 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 January 12, 2016 on behalf of Royce & Associates, LLC ("Royce"). According to the filing, Royce beneficially owns 1,718,882 shares over which it has sole voting and dispositive power.
|
(6)
|
The information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2016 on behalf of The Vanguard Group. According to the filing, The Vanguard Group beneficially owns 1,239,555 shares. Of the shares beneficially owned, The Vanguard Group has sole dispositive power over 1,217,358 shares, shared dispositive power over 22,197 shares, sole voting power over 20,897 shares and shared voting power over 2,000 shares.
|
(7)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 9, 2016 on behalf of T. Rowe Price Associates, Inc. ("T. Rowe Price"). According to the filing, T. Rowe Price beneficially owns 826,710 shares. Of the shares beneficially owned, T. Rowe Price has sole dispositive power over all such shares and sole voting power over 233,610 shares.
|
(8)
|
The information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2016 on behalf of Wellington Management Group LLP ("Wellington Management"). According to the filing, Wellington Management beneficially owns 1,007,531 shares over which it has shared dispositive power. Of the shares beneficially owned, it has shared voting power over 775,231 shares.
|
(9)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 9, 2016 on behalf of Dimensional Fund Advisors LP ("Dimensional"). According to the filing, Dimensional beneficially owns 911,088 shares. Of the shares beneficially owned, Dimensional has shared dispositive power over all such shares and shared voting power over 862,038 shares.
|
(10)
|
Includes 27,556 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.
|
(11)
|
Includes 191,311 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 29, 2016 and 42,132 shares of Common Stock issuable within 60 days of February 29, 2016 on account of RSUs that will have vested.
|
Auditor Fees ($ In Thousands)
|
||||||
|
|
|
|
|||
|
PwC
|
GT
|
GT
|
|||
Fiscal Year
|
2015
|
2015
|
2014
|
|||
Audit Fees (1)
|
$2,173
|
|
$108
|
|
$2,035
|
|
Audit Related Fees (2)
|
10
|
|
0
|
|
8
|
|
Tax Fees (3)
|
40
|
|
85
|
|
93
|
|
All Other Fees (4)
|
580
|
|
0
|
|
0
|
|
Total
|
$2,803
|
|
$193
|
|
$2,136
|
|
(1)
|
For the professional services rendered for the audit of the Company’s annual financial statements, for review of the financial statements included in the Company’s quarterly reports of Form 10-Q for that year, for conducting of the independent auditor’s obligations relative to attestation of internal controls under Section 404 of the Sarbanes-Oxley Act of 2002, and performing local statutory audits.
|
(2)
|
Audit related services performed in 2015 related to consultations in connection with an SEC comment letter received by the Company in December 2015. Audit related services performed in 2014 consisted of statutory audit services for the Company's subsidiaries in the United Kingdom.
|
(3)
|
PwC tax services performed consisted of advice relating to Italian and German tax compliance matters. GT tax services performed consisted of research and analysis relating to the research and development tax credit.
|
(4)
|
All other fees in 2015 consisted of $575,000 related to acquisition strategy consulting services and $4,556 for accounting software licenses. The Company did not engage PwC or GT to perform any other services during the Fiscal Year 2015 or Fiscal Year 2014, respectively.
|
•
|
Go SOUTH on Sepulveda to the 105 freeway EAST to the 605 freeway SOUTH to the 91 freeway EAST. Exit at SERFAS CLUB DRIVE, turn left. Turn right on WARDLOW.
|
•
|
Take the 55 freeway NORTH to the 91 freeway EAST. Exit at SERFAS CLUB DRIVE, turn left. Turn right on WARDLOW.
|
•
|
Take the 10 freeway EAST to the 15 freeway SOUTH to the 91 freeway WEST. Exit at SERFAS CLUB DRIVE, turn right. Turn right on WARDLOW.
|
1 Year CIRCOR Chart |
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