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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 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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X
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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X
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No fee required
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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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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number 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 three Class I directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2021 and until each such director's successor is duly elected and qualified or until his or her 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, 2018;
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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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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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CERTAIN RELATONSHIPS ANND RELATED PERSON TRANSACTIONS
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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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2017 Summary Compensation Table
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2017 All Other Compensation Table
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2017 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2017 Fiscal Year-End
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2017 Option Exercises and Stock Vested
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2017 Nonqualified Deferred Compensation
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SEVERANCE AND OTHER BENEFITS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
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CEO PAY RATIO
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DIRECTOR COMPENSATION
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COMITTEE REPORTS
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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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EXPENSE OF SOLICITATION
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SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2019
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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 three Class I directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2021 and until each such director's successor is duly elected and qualified or until his or her 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, 2018;
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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 and Corporate Governance Committee
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Independent
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David F. Dietz (1)
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68
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I
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X
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Tina M. Donikowski
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58
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I
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M
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X
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Douglas M. Hayes
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74
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I
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C
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M
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X
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Helmuth Ludwig
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55
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II
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M
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C
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X
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Peter M. Wilver
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58
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II
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C
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M
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X
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John (Andy) O’Donnell
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69
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III
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M
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M
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X
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Scott Buckhout
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51
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III
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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 = 2019
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III = 2020
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(1) Chairman of the Board of Directors
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|||
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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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6
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Nominating and Corporate Governance Committee
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1
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Name
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Age
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Position
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Scott Buckhout
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51
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President and Chief Executive Officer, and Director
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Rajeev Bhalla
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55
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Executive Vice President and Chief Financial Officer
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Sumit Mehrotra
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42
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President, Industrial Group
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Tony Najjar
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57
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President, Aerospace and Defense Group
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Erik Wiik
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54
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President, Energy Group
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Jennifer Allen
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46
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Senior Vice President, General Counsel, and Secretary
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Andrew Farnsworth
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59
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Senior Vice President and Chief Human Resources Officer
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Arjun Sharma
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41
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Senior Vice President, Business Development
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David Mullen
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49
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Vice President, Finance and Corporate Controller
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Tanya Dawkins
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57
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Vice President, Corporate Treasurer
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Named Executive Officer
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Title
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Scott 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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Erik Wiik
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President, Energy Group
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Sumit Mehrotra
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President, Industrial Group
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Arjun Sharma
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Senior Vice President, Business Development
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Sales (millions)
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Adjusted* Operating Income (millions)
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Adjusted* Operating Margin
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CIRCOR
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$662
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$52
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7.8%
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Energy
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$348
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$31
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8.8%
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AFS
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$278
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$37
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13.4%
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FH**
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$36
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$5
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15%
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•
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Base Salary:
The Named Executive Officers received modest increases in base salary. Merit increases averaged 3.2% for Mr. Buckhout, Mr. Bhalla, and Mr. Wiik. Mr. Mehrotra and Mr. Sharma had received base salary increases in connection with October 2016 promotions, and no additional increases were provided to them in 2017.
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•
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Annual Incentive Plan:
The Named Executive Officers participated in an annual incentive plan that provided for a contingent bonus paid in cash. Targeted amounts were set as a percentage of base salary for each Named Executive Officer and were tied to achievement of performance factors defined by the Company's 2017 operating plan. With respect to each metric, the plan was not funded to the extent performance fell below a threshold level. The metrics for each of the Named Executive Officers were as follows:
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◦
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Metrics for Mr. Buckhout, Mr. Bhalla, and Mr. Sharma:
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▪
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35% - Energy segment score based on Free Cash Flow, Adjusted Operating Margin, and Adjusted Operating Income score
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▪
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25% - AFS segment score based on Free Cash Flow, Net Sales, and Adjusted Operating Income score
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▪
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40% - Adjusted EPS
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◦
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Metrics for Mr. Wiik:
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▪
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25% Energy segment Free Cash Flow
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▪
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35% Energy segment Adjusted Operating Margin
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▪
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40% Energy segment Adjusted Operating Income
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▪
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25% AFS segment Free Cash Flow
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▪
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35% AFS segment Net Sales
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▪
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40% AFS segment Adjusted Operating Income
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•
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Long-Term Incentives ("LTI"):
The Named Executive Officers participated in the LTI plan under which they were eligible to receive stock options (50% of target LTI value) and performance-based restricted stock units ("PSUs") (50% of target LTI value). The stock options vest in 33% increments annually and have a seven-year term. The PSUs will be earned only if pre-established financial goals are met. No PSUs will be earned if performance falls below threshold and maximum units will be capped at 200% of target. Half of the PSUs are linked to 2017-2019 average adjusted return on invested capital ("Adjusted ROIC") and half are linked to 2017-2019 average adjusted operating margin ("Adjusted Operating Margin"). Earned PSUs vest on the third anniversary of grant. Goals are set at the time of grant for "Threshold" (0.01% funding), "Target" (100% funding), and "Stretch" (200% of funding) levels of performance.
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•
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Management Stock Purchase Plan ("MSP"):
The Named Executive Officers participated in the MSP, which permitted them to allocate up to 100% of their earned annual cash bonus to purchase restricted stock units ("RSUs") at a discount of 33% from the closing sale price of the Company's stock on the grant date. RSUs purchased under the MSP vest in whole after a three-year period, at which time they are converted into shares of our common stock unless the Named Executive Officer has previously elected a longer deferral period. Any Named Executive Officer who departs the Company prior to vesting will, under certain conditions, lose the benefits associated with the discounted purchase price of RSUs purchased under the MSP, as well as any further appreciation in stock price and accrued dividends associated with such RSUs.
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•
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It takes into account stock price movement after the grant date (as opposed to grant date fair value reported in the Summary Compensation Table).
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•
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For performance-based equity such as our PSUs, the number of shares or units actually vesting is used for time periods after the performance period has been completed.
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•
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It excludes All Other Compensation reported in the Summary Compensation Table which includes items that are not part of total direct compensation. For the Company, All Other Compensation is typically a small portion (i.e. 1-3%) of Summary Compensation Table pay for executives with the Company for the entire year. However, items related to executive turnover such as severance payments to former executives and relocation payments are reported as All Other Compensation; these items can be significant and can skew pay levels.
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•
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The analysis is based on the Peer Group Companies, which the Company considers most relevant for executive compensation benchmarking purposes.
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•
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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 performance goals and objectives. We select metrics that we believe are most directly tied to the creation of enterprise value and that our management team can meaningfully influence. 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 80% of our CEO's Total Target Direct Compensation and approximately 59% of our other Named Executive Officers' Total Target Direct Compensation “at risk” and 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.
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•
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Alignment of executives with stockholders’ interests
. We believe that, to align the interests of our executives with those of our stockholders, our compensation program should encourage our executives to hold a meaningful amount of equity. In addition, we believe compensation to our executives should be based on a balance of short-term and long-term financial performance factors. This approach also supports our retention strategy and promotes our achievement-oriented culture.
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•
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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. Still, long‑term compensation for our executives other than base salary is "at-risk".
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•
|
Maintenance of Governance Standards.
We believe that maintaining best-practice executive compensation governance standards is in the best interests of our stockholders and executives and critical to the ability to manage risk.
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Performance-Based Elements
|
Annual Incentive Plan
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Stock Options
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PSUs
|
Tied to achievement of targets relating to Adjusted EPS, Adjusted Operating Margin, Adjusted Operating Income, Free Cash Flow, and Net Sales.
|
x
|
|
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No payouts for performance below threshold.
|
x
|
|
x
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Tied to achievement of targets relating to Adjusted Operating Margin and Adjusted ROIC.
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|
|
x
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Cash payout is capped at 200% or 300% of target value, depending on the financial measure.
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x
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|
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Number of shares is capped at 200% of target.
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|
|
x
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Earned over a three-year period based on average three-year performance.
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|
|
x
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In absence of positive stockholder returns from date of grant, award provides no value to recipient.
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|
x
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|
•
|
Metrics for Mr. Buckhout, Mr. Bhalla, and Mr. Sharma:
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◦
|
35% - Energy segment score based on Free Cash Flow, Adjusted Operating Margin, and Adjusted Operating Income score
|
◦
|
25% - AFS segment score based on Free Cash Flow, Net Sales, and Adjusted Operating Income score
|
◦
|
40% - Adjusted EPS
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•
|
Metrics for Mr. Wiik:
|
◦
|
25% Energy segment Free Cash Flow
|
◦
|
35% Energy segment Adjusted Operating Margin
|
◦
|
40% Energy segment Adjusted Operating Income
|
•
|
Metrics for Mr. Mehrotra:
|
◦
|
25% AFS segment Free Cash Flow
|
◦
|
35% AFS segment Net Sales
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◦
|
40% AFS segment Adjusted Operating Income
|
1.
|
Identify the universe of potential publicly-traded peer companies in the broader Machinery and Building Products industries, including companies identified by Institutional Shareholder Services (ISS) and Glass Lewis as peers, companies that name CIRCOR as a peer, and companies considered key product competitors.
|
2.
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Target companies within comparable size ranges (e.g., market capitalization of 50%-200% of CIRCOR's or revenue of 50%-200% of CIRCOR's).
|
3.
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Select companies having generally similar business models:
|
•
|
Multiple product lines
|
•
|
Significant concentration of international sales
|
•
|
Exposure to the energy sector
|
•
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Manufacturing operations.
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4.
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Give preference to prior peers in an effort to reduce year-over-year turnover.
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Name
|
2016 Year-End Base Salary
|
2017 Year-End Base Salary
|
% Change
|
Rationale
|
Buckhout, Scott
|
$669,500
|
$700,000
|
4.6%
|
Merit
|
Bhalla, Rajeev
|
$495,644
|
$510,513
|
3.0%
|
Merit
|
Wiik, Erik
|
$410,000
|
$418,200
|
2.0%
|
Merit
|
Mehrotra, Sumit
|
$270,000
|
$270,000
|
n/a
|
2016 Promotion
|
Sharma, AJ
|
$270,000
|
$270,000
|
n/a
|
2016 Promotion
|
Performance Level
|
Payout
|
Overachievement*
|
300% of Target
|
Stretch**
|
200% of Target
|
Target
|
100% of Target
|
Threshold
|
0.01% of Target
|
Below Threshold
|
0% of Target
|
Measure
|
Threshold
|
Target
|
Stretch
|
Overachievement
|
Achievement
|
Adjusted EPS
|
$1.41
|
$2.02
|
$2.63
|
$3.23
|
$1.71M
|
Energy Segment Adjusted Operating Income
|
$28.1M
|
$40.2M
|
$52.3M
|
$64.3M
|
$30.1M
|
Energy Segment Adjusted Operating Margin
|
7.6%
|
10.8%
|
14.0%
|
17.3%
|
8.7%
|
Energy Segment Free Cash Flow
|
$33.5M
|
$47.9M
|
$62.3M
|
$76.6M
|
$9.2M
|
AFS Segment Adjusted Operating Income
|
$34.1M
|
$42.6M
|
$51.1M
|
$59.6M
|
$39.5M
|
AFS Segment Net Sales
|
$250.7M
|
$278.6M
|
$306.5M
|
-
|
$274.5M
|
AFS Segment Free Cash Flow
|
$37.3M
|
$53.5M
|
$69.3M
|
$85.3M
|
$41.2M
|
Executive
|
Total Target Amount
|
Total Actual Base Incentive Amount Paid
|
Base Amount Paid as Percent of Target
|
Buckhout, Scott
|
$700,000
|
$297,850
|
42.55%
|
Bhalla, Rajeev
|
$357,359
|
$152,056
|
42.55%
|
Wiik, Erik
|
$250,920
|
$47,825
|
19.06%
|
Mehrotra, Sumit
|
$148,500
|
$93,110
|
62.70%
|
Sharma, AJ
|
$135,000
|
$57,443
|
42.55%
|
Executive
|
Percentage of Annual Cash Bonus Deferred
|
Buckhout, Scott
|
70%
|
Bhalla, Rajeev
|
20%
|
Wiik, Erik
|
50%
|
Mehrotra, Sumit
|
100%
|
Sharma, AJ
|
100%
|
Executive
|
Equity Award Grant Date Fair Value
|
Buckhout, Scott
|
$2,160,067
|
Bhalla, Rajeev
|
$644,107
|
Wiik, Erik
|
$205,035
|
Mehrotra, Sumit
|
$149,046
|
Sharma, AJ
|
$230,084
|
Vehicle
|
Proportion of Target LTI Value
|
Payout
|
Metric
|
Performance Period
|
Design
|
Stock Options
|
50%
|
100%
|
N/A
|
N/A
|
Vest 1/3 annually
|
PSUs
|
50%
|
Below Threshold: 0% of Target
Threshold: 0.01% of Target
Target: 100% of Target
Stretch: 200% of Target
|
Average Adjusted ROIC (50%); Average Adjusted Operating Margin (50%)
|
2017-2019
|
Vesting per achievement of specific performance objectives for each measure
|
Performance Metrics
|
Performance Range
|
Actual Performance
|
Payout Factor
|
Shares Earned and Vested as % of Target
|
||
Threshold
|
Target
|
Stretch
|
||||
Fiscal Year 2017 Adjusted ROIC
|
14.5%
|
16.0%
|
17.0%
|
5.2%
|
0%
|
0
|
Fiscal Year 2017 Adjusted Operating Margin
|
11.0%
|
12.0%
|
13.0%
|
7.8%
|
0%
|
0
|
Name and
Principal Position
|
Year
|
Salary ($)
|
Bonus ($) (1)
|
Stock
Awards
($) (2) (3)
|
Option
Awards
($) (4)
|
Non-Equity Incentive Plan Compensation ($) (5)
|
All Other Compensation($) (6)
|
Total ($) (7)
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|||||||
Scott Buckhout (7)
President and Chief Executive Officer
|
2017
|
676,539
|
|
—
|
|
1,182,692
|
|
1,080,000
|
|
297,850
|
|
14,267
|
|
3,251,348
|
|
2016
|
664,250
|
|
—
|
|
1,093,184
|
|
952,500
|
|
408,045
|
|
16,251
|
|
3,134,230
|
|
|
2015
|
636,542
|
|
—
|
|
703,207
|
|
700,000
|
|
9,302
|
|
26,999
|
|
2,076,050
|
|
|
Rajeev Bhalla (7)
Executive Vice President, Chief Financial Officer
|
2017
|
499,075
|
|
50,000
|
|
341,904
|
|
272,000
|
|
202,056
|
|
22,131
|
|
1,387,166
|
|
2016
|
493,027
|
|
—
|
|
481,814
|
|
375,852
|
|
211,459
|
|
21,846
|
|
1,583,998
|
|
|
2015
|
480,291
|
|
—
|
|
400,480
|
|
400,000
|
|
4,868
|
|
36,855
|
|
1,322,494
|
|
|
Erik Wiik (7)
President, Energy Group
|
2017
|
411,892
|
|
—
|
|
114,278
|
|
102,500
|
|
47,825
|
|
20,512
|
|
697,007
|
|
2016
|
407,308
|
|
—
|
|
165,779
|
|
100,000
|
|
145,283
|
|
20,160
|
|
838,530
|
|
|
2015
|
318,462
|
|
200,000
|
|
212,305
|
|
—
|
|
49,966
|
|
10,877
|
|
791,610
|
|
|
Sumit Mehrotra (7)
President, Industrial Group
|
2017
|
270,000
|
|
—
|
|
115,678
|
|
74,500
|
|
93,110
|
|
136,818
|
|
690,106
|
|
|
2016
|
233,095
|
|
—
|
|
110,485
|
|
50,000
|
|
56,859
|
|
77,878
|
|
528,317
|
|
Arjun Sharma (7)
Senior Vice President, Business Development
|
2017
|
270,000
|
|
50,000
|
|
167,919
|
|
65,000
|
|
107,443
|
|
14,746
|
|
675,108
|
|
2016
|
229,922
|
|
—
|
|
172,431
|
|
100,083
|
|
65,676
|
|
18,782
|
|
586,894
|
|
|
2015
|
217,457
|
|
—
|
|
96,204
|
|
65,500
|
|
1,408
|
|
22,240
|
|
402,809
|
|
(1)
|
Reflects sign-on bonus payments for Mr. Wiik. For each of Mr. Bhalla and Mr. Sharma, in addition to the base bonus payment amount calculated under the bonus plan, also reflects a bonus award of $50,000 under the plan in recognition of extraordinary contributions associated with the FH acquisition.
|
(2)
|
Reflects the grant date fair value of performance-based restricted stock units (PSUs), the grant date fair value of time-based restricted stock units (Time RSUs), and the grant date fair value of the 33% discount on restricted stock units (MSP RSUs) purchased under our Management Stock Purchase Plan (MSP) determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For PSUs and Time RSUs, a discussion of the assumptions used in calculating the amounts in this column may be found in Note 11 (“Share-Based Compensation”) to our audited consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K filed with the SEC on March 1, 2018. For MSP RSUs, the grant date fair value of the discount purchased by each of our named executive officers on March 5, 2018 was based on a 33% discount from the closing price of our common stock on March 2, 2018 (the date preceding our annual grant). The 2017 grant date fair values of PSUs and MSP RSUs granted to each of our named executive officers are shown in the table below:
|
Named Executive Officer
|
Grant Date Fair Value of PSUs
|
Grant Date Fair Value of MSP RSUs
|
Grant Date Fair Value of Time RSUs
|
Total
|
Scott Buckhout.....................................................
|
$1,080,000
|
$102,692
|
$—
|
$1,182,692
|
Rajeev Bhalla.......................................................
|
$322,000
|
$19,904
|
$—
|
$341,904
|
Erik Wiik..............................................................
|
$102,500
|
$11,778
|
$—
|
$114,278
|
Sumit Mehrotra....................................................
|
$74,500
|
$45,142
|
$—
|
$119,642
|
Arjun Sharma.......................................................
|
$115,000
|
$52,919
|
$—
|
$167,919
|
(3)
|
Included in this column is the fair value of the target number of PSUs granted to each named executive officer, which we consider to be the probable outcome of the performance conditions as of the grant date. The following table shows for each named executive officer the grant date fair value of the target number of PSUs, (which are also referred to as Performance RSUs) granted to each such officer that is included in the Summary Compensation Table and the potential maximum grant date fair value of each such PSU.
|
Named Executive Officer
|
Target Number of PSUs
|
Grant Date Fair Value of Target Number of Performance RSUs
|
Maximum Number of PSUs
|
Grant Date Fair Value of Maximum Number of Performance RSUs
|
Scott Buckhout..........................
|
17,708
|
$1,080,000
|
35,416
|
$2,160,000
|
Rajeev Bhalla............................
|
5,280
|
$322,000
|
10,560
|
$644,000
|
Erik Wiik...................................
|
1,681
|
$102,500
|
3,362
|
$205,000
|
Sumit Mehrotra.........................
|
1,222
|
$74,500
|
2,444
|
$149,000
|
Arjun Sharma............................
|
1,886
|
$115,000
|
3,772
|
$230,000
|
|
The target value of PSUs awarded in 2017 is earned if our ROIC and AOM goals are achieved for the three-year average of fiscal years 2017-2019, as described in “Long Term Equity Incentives”. The maximum value of PSUs is two times the Target value, as described above in “Long Term Equity Incentives”. Maximum value of Performance RSUs is earned if our actual ROIC and AOM achievement exceeds the maximum percentages set by the Compensation Committee for the three-year average of fiscal years 2017-2019.
|
(4)
|
Reflects the aggregate grant date fair value of 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, 2017 included in our Annual Report on Form 10-K filed with the SEC on March 1, 2018. The stock options granted in Fiscal Year 2017 were granted on February 27, 2017 whereas the 2016 and 2015 stock option awards were granted on February 23, 2016 and February 23, 2015, respectively.
|
(5)
|
Reflects the amounts earned under our annual cash bonus plan by each named executive officer, whether received in cash or restricted stock units (RSUs). Our named executive officers elected to use all or a portion of their annual cash incentive to purchase RSUs under our MSP. The number of MSP RSUs purchased by each named executive officer is as follows:
|
Named Executive Officer
|
Year
|
Percentage of Annual Incentive Used to Purchase RSUs
|
Amount of Bonus for Year
|
Amount of Bonus Used to Purchase RSUs
|
Number of Purchased RSUs
|
Scott Buckhout
|
2017
|
70%
|
$297,850
|
$208,495
|
7,301
|
|
2016
|
70%
|
$408,045
|
$285,632
|
6,989
|
|
2015
|
70%
|
$9,302
|
$6,512
|
249
|
Rajeev Bhalla
|
2017
|
20%
|
$202,056
|
$40,411
|
1,415
|
|
2016
|
20%
|
$211,459
|
$42,292
|
1,034
|
|
2015
|
20%
|
$4,868
|
$974
|
37
|
Erik Wiik
|
2017
|
50%
|
$47,825
|
$23,913
|
837
|
|
2016
|
50%
|
$145,283
|
$72,642
|
1,777
|
|
2015
|
50%
|
$49,966
|
$24,983
|
958
|
Sumit Mehrotra
|
2017
|
100%
|
$93,110
|
$93,110
|
3,209
|
|
2016
|
100%
|
$56,859
|
$51,742
|
1,266
|
Arjun Sharma
|
2017
|
100%
|
$107,443
|
$107,443
|
3,762
|
|
2016
|
100%
|
$65,676
|
$65,676
|
1,607
|
|
2015
|
100%
|
$1,408
|
$1,408
|
54
|
|
Under our MSP, the purchase price for RSUs is 67% of the closing price of our common stock on the day prior to the date of grant. The grant date fair value of the 33% discount is referred to as MSP RSUs, and the MSP RSUs have been included under the Stock Awards column as additional compensation to the named executive officers. The total number of RSUs purchased was determined by dividing the dollar amount of bonus used in the above table by $42.62 for 2017, $40.86 for 2016, and $26.06 for 2015, which is 67% of the closing price of our common stock on March 2, 2018, February 24, 2017, and February 22, 2016, respectively. The actual number of RSUs purchased under the MSP may be reduced to pay for tax withholding.
|
(6)
|
See "2017 All Other Compensation Table" for specific items in this category.
|
(7)
|
The amounts in this column reflect the total of the following columns: Salary, Bonus Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, and All Other Compensation.
|
Name
|
Perquisites
and Other
Personal
Benefits
($) (1)
|
Tax
Preparation
and
Financial
Planning
($)
|
Insurance
Premiums
($) (2)
|
Relocation Payments ($) (3)
|
Payments
Relating to
Employee
Savings
Plan
($) (4)
|
Other
($) (5)
|
Total ($)
|
Scott Buckhout......................
|
—
|
1,275
|
1,346
|
—
|
6,750
|
4,896
|
14,267
|
Rajeev Bhalla........................
|
12,000
|
1,925
|
1,346
|
—
|
6,750
|
110
|
22,131
|
Erik Wiik...............................
|
12,000
|
—
|
1,346
|
—
|
6,750
|
416
|
20,512
|
Sumit Mehrotra......................
|
8,400
|
2,180
|
644
|
78,170
|
5,205
|
42,219
|
136,818
|
Arjun Sharma........................
|
8,400
|
—
|
644
|
—
|
4,587
|
1,115
|
14,746
|
(1)
|
The amounts shown in this column reflect each Named Executive Officer's annual car allowance.
|
(2)
|
The amounts shown in this column reflect group term life insurance premiums paid on behalf of each Named Executive Officer.
|
(3)
|
The amounts shown in this column reflect taxable relocation payments paid on behalf of Mr. Mehrotra in the amount of $78,170.
|
(4)
|
The amounts shown in this column reflect Company matching contributions to each Named Executive Officer's 401(k) savings account of up to 2.5% of base pay subject to the limits imposed by IRS regulations.
|
(5)
|
For Mr. Mehrotra, the amount shown in this column includes cash payments totaling $41,848 associated with family health care reimbursement. All other amounts reflect dividend equivalents paid on vested RSUs.
|
Name
|
Type of
Award (1)
|
Grant
Date
|
Approval Date
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (3)
|
All Other Stock
Awards: Number of Shares of Stock or Units
(#)
|
All Other Option Awards: Number of Securities Underlying
Options
(#)
|
Exercise or Base Prices of Option Awards
($ / Sh) (4)
|
Grant Date Fair
Value of Stock and Option Awards ($) (5)
|
||||
Thresh-hold
($)
|
Target
($)
|
Maxi-mum
($)
|
Thresh-hold
(#)
|
Target
(#)
|
Maxi-mum
(#)
|
||||||||
(a)
|
|
(b)
|
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Scott Buckhout
|
Option
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
55,788
|
60.99
|
1,080,000
|
|
PSU
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
10,800
|
17,708
|
35,416
|
—
|
—
|
—
|
1,080,000
|
|
AIP
|
|
|
4,900
|
490,000
|
1,470,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Rajeev Bhalla
|
Option
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
16,635
|
60.99
|
322,000
|
|
PSU
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
3,220
|
5,280
|
10,560
|
—
|
—
|
—
|
322,000
|
|
AIP
|
|
|
715
|
71,472
|
214,416
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Erik Wiik
|
Option
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
5,295
|
60.99
|
102,500
|
|
PSU
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
1,025
|
1,681
|
3,362
|
—
|
—
|
—
|
102,500
|
|
AIP
|
|
|
1,255
|
125,460
|
376,380
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Sumit Mehrotra
|
Option
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
3,849
|
60.99
|
74,500
|
|
PSU
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
745
|
1,222
|
2,444
|
—
|
—
|
—
|
74,500
|
|
AIP
|
|
|
1,215
|
121,500
|
321,975
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Arjun Sharma
|
Option
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
5,943
|
60.99
|
115,000
|
|
PSU
|
02/27/17
|
02/08/17
|
—
|
—
|
—
|
1,150
|
1,886
|
3,772
|
—
|
—
|
—
|
115,000
|
|
AIP
|
|
|
1,350
|
135,000
|
405,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Type of Award:
|
|
Option = Stock option subject to time-based vesting
|
|
PSU = RSU award subject to performance conditions
|
|
AIP = Cash award subject to performance conditions under the annual incentive plan
|
|
Each of these Option and PSU awards was granted under our long-term incentive plan. See Summary Compensation Table and the footnotes thereto for additional information on these types of awards.
|
(2)
|
The amounts in these columns indicate the threshold, target and maximum performance bonus amounts payable under our annual incentive plan prior to deducting any amounts the Named Executive Officer elected to use to purchase RSUs under the MSP. Each of our Named Executive Officers elected to use a portion of his annual incentive bonus to purchase RSUs under our MSP. See footnote (5) to the “Summary Compensation Table” for a description of the actual amount of annual bonus earned by each of the Named Executive Officers for 2017, the amount of each Named Executive Officer’s bonus that was used to purchase RSUs, and the number of purchased RSUs. The potential bonus amounts payable under the annual incentive plan are based on the achievement of specific financial performance metrics. The Named Executive Officers would receive a bonus payout equal to 0.1% of their target bonus at the threshold level of performance and 200% or 300% (depending on the performance metric) of their target bonus at the maximum level of performance. If none of the threshold performance metrics are met, no bonus would be payable to the Named Executive Officers under the annual incentive plan.
|
(3)
|
The amounts in these columns indicate the threshold, target and maximum number of shares that the Named Executive Officer could receive if an award payout is achieved under the PSUs. These potential share amounts are based on achievement of specific performance goals. The Named Executive Officer would receive 0.1% of the target number of shares at the threshold level of performance and 200% of the target number of shares at the maximum level of performance. If none of the threshold performance targets are met, then our Named Executive Officers will not receive any shares.
|
(4)
|
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 2017 Fiscal Year-End.
|
(5)
|
The amounts in this column reflect the aggregate grant date fair values of the PSUs reflected in column (g) calculated in accordance with accounting guidance, as well as the aggregate fair value of the Option awards reflected in column (j) as determined using the Black Scholes option pricing model.
|
|
|
Option Awards
|
Stock Awards
|
|||||||||
Name
|
Type
of
Award
(1)
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying
Unexercised Options
Unexercisable (#) (2)
|
Equity Incentive Plan Awards: Number of Securities Underlying unexercised unearned options (#)
|
Option Exercise Price
($)
|
Option Expiration
Date
|
Award
Grant
Date
|
Number of Shares or Units of Stock That
Have Not Vested (#)
|
Market Value
of Shares or Units of Stock That Have Not
Vested
($) (3)
|
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 ($) (3)
|
|
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
|
Scott Buckhout
|
Perf Option
|
150,000
|
—
|
50,000 (4)
|
41.17
|
4/9/2023
|
4/09/2013
|
—
|
—
|
—
|
—
|
|
|
Perf Option
|
—
|
—
|
100,000 (5)
|
70.42
|
3/5/2024
|
03/05/2014
|
—
|
—
|
—
|
—
|
|
|
Option
|
26,094
|
13,047
|
—
|
51.84
|
2/23/2022
|
2/23/2015
|
—
|
—
|
—
|
—
|
|
|
Option
|
26,659
|
53,318
|
—
|
38.89
|
2/23/2023
|
2/23/2016
|
—
|
—
|
—
|
—
|
|
|
Option
|
—
|
55,788
|
—
|
60.99
|
2/27/2024
|
2/27/2017
|
—
|
—
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
13,504
|
657,375 (7)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
13,033
|
634,446 (6)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
—
|
—
|
24,493
|
1,192,319 (8)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
249
|
12,121 (6)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
—
|
—
|
17,708
|
862,025 (9)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
6,989
|
340,225 (6)
|
—
|
—
|
|
Rajeev Bhalla
|
Perf Option
|
—
|
—
|
100,000 (4)
|
79.33
|
12/2/2023
|
12/2/13
|
—
|
—
|
—
|
—
|
|
|
Option
|
11,901
|
—
|
—
|
71.56
|
3/3/2021
|
3/03/2014
|
—
|
—
|
—
|
—
|
|
|
Option
|
14,912
|
7,456
|
—
|
51.84
|
2/23/2022
|
2/23/2015
|
—
|
—
|
—
|
—
|
|
|
Option
|
10,520
|
21,040
|
—
|
38.89
|
2/23/2023
|
2/23/2016
|
—
|
—
|
—
|
—
|
|
|
Option
|
—
|
16,635
|
—
|
60.99
|
2/27/2024
|
2/27/2017
|
—
|
—
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
7,717
|
375,664 (7)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
1,788
|
87,040 (6)
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
1,460
|
71,073 (10)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
—
|
—
|
9,665
|
470,492 (8)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
37
|
1,801 (6)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
—
|
—
|
5,280
|
257,030 (9)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
1,034
|
50,335 (6)
|
—
|
—
|
|
Erik Wiik
|
Time RSU
|
—
|
—
|
—
|
—
|
—
|
3/05/2015
|
1,258
|
61,239 (10)
|
—
|
—
|
|
|
Option
|
2,799
|
5,598
|
—
|
38.89
|
2/23/2023
|
2/23/2016
|
—
|
—
|
—
|
—
|
|
|
Option
|
—
|
5,295
|
—
|
60.99
|
2/27/2024
|
2/27/2017
|
—
|
—
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
—
|
—
|
2,572
|
125,205 (8)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
958
|
46,635 (6)
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
516
|
25,119 (10)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
—
|
—
|
1,681
|
81,831 (9)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
1,777
|
86,504 (6)
|
—
|
—
|
|
Sumit Mehrotra
|
Option
|
984
|
—
|
—
|
71.56
|
3/03/2021
|
3/03/2014
|
—
|
—
|
—
|
—
|
|
|
Option
|
1,306
|
653
|
—
|
51.84
|
2/23/2022
|
2/23/2015
|
—
|
—
|
—
|
—
|
|
|
Option
|
1,400
|
2,800
|
—
|
38.89
|
2/23/2023
|
2/23/2016
|
—
|
—
|
—
|
—
|
|
|
Option
|
—
|
3,849
|
—
|
60.99
|
2/27/2023
|
2/27/2017
|
—
|
—
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
226
|
11,001 (10)
|
—
|
—
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
1,851
|
90,107 (6)
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
1,458
|
70,975 (10)
|
—
|
—
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2016
|
42
|
2,045 (6)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
—
|
—
|
1,222
|
59,487 (9)
|
|
|
MSP RSU
|
—
|
—
|
—
|
—
|
—
|
2/27/2017
|
1,266
|
61,629 (6)
|
—
|
—
|
|
|
Option Awards
|
Stock Awards
|
|||||||||
Name
|
Type
of
Award
(1)
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying
Unexercised Options
Unexercisable (#) (2)
|
Equity Incentive Plan Awards: Number of Securities Underlying unexercised unearned options (#)
|
Option Exercise Price
($)
|
Option Expiration
Date
|
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
($) (3)
|
Equity Incentive Awards: Number of Unearned Shares, Units or Other
Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
|
|
Arjun Sharma
|
Option
|
3,212
|
—
|
—
|
39.00
|
2/28/2021
|
2/28/2011
|
—
|
—
|
—
|
—
|
|
|
Option
|
2,799
|
—
|
—
|
32.76
|
3/5/2022
|
3/05/2012
|
—
|
—
|
—
|
—
|
|
|
Option
|
3,168
|
—
|
—
|
71.56
|
3/3/2021
|
3/03/2014
|
—
|
—
|
—
|
—
|
|
|
Option
|
2,442
|
1,221
|
—
|
51.84
|
2/23/2022
|
2/23/2015
|
—
|
—
|
—
|
—
|
|
|
Option
|
2,802
|
5,604
|
—
|
38.89
|
2/23/2023
|
02/23/2016
|
—
|
—
|
—
|
—
|
|
|
Option
|
—
|
5,943
|
—
|
60.99
|
2/27/2024
|
02/27/2017
|
—
|
—
|
—
|
—
|
|
|
PSU
|
—
|
—
|
—
|
—
|
—
|
2/23/2015
|
—
|
—
|
1,264
|
61,532 (7)
|
|
|
MSP RSU
|
—
|
—
|
|
—
|
—
|
2/23/2015
|
1,964
|
95,608 (6)
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
|
—
|
—
|
7/30/2015
|
206
|
10,028 (10)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
|
—
|
—
|
2/23/2016
|
—
|
—
|
2,574
|
125,302 (8)
|
|
|
MSP RSU
|
—
|
—
|
|
—
|
—
|
2/23/2016
|
54
|
2,629 (6)
|
—
|
—
|
|
|
Time RSU
|
—
|
—
|
|
—
|
—
|
2/23/2016
|
686
|
33,394 (10)
|
—
|
—
|
|
|
PSU
|
—
|
—
|
|
—
|
—
|
2/27/2017
|
—
|
—
|
1,886
|
91,810 (9)
|
|
|
MSP RSU
|
—
|
—
|
|
—
|
—
|
2/27/2017
|
1,607
|
78,229 (6)
|
—
|
—
|
(1)
|
Type of Award:
|
|
Time RSU = RSU award subject to time-based vesting only
|
|
PSU = 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 Messrs. Buckhout and 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.
|
(2)
|
The stock options listed in this column were granted pursuant to our Equity Incentive Plan. The stock option grant on February 28, 2011 vested three years from such date and has 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, February 23, 2015, February 23, 2016, and February 27, 2017 vest ratably 33% per year generally beginning on the first anniversary from such date and have a seven-year term.
|
(3)
|
The amounts shown in these columns reflect the market value of unvested RSUs calculated by multiplying the number of such unvested RSUs by $48.68, the closing price of our Common Stock on December 29, 2017, the last trading day in 2017.
|
(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.
|
(5)
|
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.
|
(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, provided that the named executive officer is then employed with the Company, 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. For example, awards with a grant date of February 27, 2017 vest on February 27, 2020.
|
(7)
|
The amounts reflect the unvested portion of long term grants in the form of PSUs 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.
|
(8)
|
The amounts reflect the unvested portion of long term grants in the form of PSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the three years ended December 31, 2016 through December 31, 2018 and reflect the target amount of the award.
|
(9)
|
The amounts reflect the unvested portion of long term grants in the form of PSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the three years ended December 31, 2017 through December 31, 2019 and reflect the target amount of the award.
|
(10)
|
The amounts reflect the unvested portion of long-term incentive grants in the form of Time 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.
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of Shares
Acquired on
Exercise (#)
|
Value Realized
on
Exercise ($)
|
Number of Shares
Acquired on
Vesting (#) (1)
|
Value Realized
on
Vesting ($) (2)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Scott Buckhout (3)
|
—
|
—
|
10,880
|
686,093
|
Rajeev Bhalla (4)
|
—
|
—
|
730
|
41,420
|
Erik Wiik (5)
|
—
|
—
|
1,516
|
93,440
|
Sumit Mehrotra (6)
|
—
|
—
|
1,385
|
76,098
|
Arjun Sharma (7)
|
1,954
|
58,198
|
2,775
|
170,560
|
(1)
|
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. 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.
|
(2)
|
The amounts shown in this column reflect the value realized upon vesting of Time RSUs, PSUs, and MSP RSUs as follows: (i) for Time RSUs and PSUs, 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 purchase price of the MSP RSUs.
|
(3)
|
Mr. Buckhout had 10,880 MSP RSUs vest on March 3, 2017 with a price of $63.06.
|
(4)
|
Mr. Bhalla had 730 Time RSUs vest on March 23, 2017 with a price of $56.74.
|
(5)
|
Mr. Wiik had Time RSUs vest during 2017 as follows: 1,258 Time RSUs with a price of $62.64 on March 5, 2017 and 258 RSUs with a price of $56.74 on March 23, 2017.
|
(6)
|
Mr. Mehrotra had Time RSUs vest during 2017 as follows: 226 Time RSUs with a price of $61.55 on February 23, 2017, 117 Time RSUs with a price of $63.06 on March 3, 2017, 729 Time RSUs with a price of $56.74 on March 23, 2017, and 313 Time RSUs with a price of $42.96 on November 4, 2017.
|
(7)
|
Mr. Sharma had Time RSUs and MSP RSUs vest during 2017 as follows: 2,226 MSP RSUs with a price of $63.06 on March 3, 2017, 343 Time RSUs with a price of $56.74 on March 23, 2017 and 206 Time RSUs with a price of $48.65 on July 30, 2017.
|
Name (a)
|
Item
|
Executive
Contributions
in Last FY ($)
(b)
|
Registrant
Contributions
in Last FY ($)
(c)
|
Aggregate
Earnings/(Loss) in
Last FY ($) (d)
|
Aggregate
Withdrawals/
Distributions
(e)
|
Aggregate
Balance at
Last FYE ($)
(f) (1)
|
Scott Buckhout
|
Excess 401K
|
—
|
0
|
4,429
|
—
|
36,304
|
|
|
|
|
|
|
|
Rajeev Bhalla
|
Excess 401K
|
—
|
0
|
2,131
|
—
|
17,473
|
|
|
|
|
|
|
|
Erik Wiik
|
Excess 401K
|
—
|
0
|
132
|
—
|
960
|
|
|
|
|
|
|
|
Sumit Mehrotra
|
Excess 401K
|
—
|
0
|
232
|
—
|
1,247
|
|
|
|
|
|
|
|
Arjun Sharma
|
Excess 401K
|
—
|
0
|
1331
|
—
|
10,912
|
(1)
|
These amounts include employer contributions that have been reflected in the Summary Compensation Table above and all earnings on such contributions.
|
(1) This amount reflects payment to Mr. Buckhout that would equal two times his (i) then-current base salary and (ii) then-effective target annual incentive compensation.
|
(2) This amount reflects payments to Mr. Buckhout that would equal the cost of the health insurance premiums necessary to allow Mr. Buckhout and any covered 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 following the date of termination.
|
(3) 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 of control.
|
(4) This amount reflects payment to Mr. Buckhout that would equal his (i) then-current base salary and (ii) his then-effective target annual incentive compensation.
|
(5) This amount reflects payments to Mr. Buckhout that would equal the cost of the health insurance premiums necessary to allow Mr. Buckhout and any covered 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 18 months following the date of termination.
|
(6) This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested stock options, subject to accelerated vesting on change of control, using the closing stock price of $48.68 on December 31, 2017.
|
(7) This amount reflects the total value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested RSUs including PSUs at Target and MSP RSUs using the closing stock price of $48.68 on December 31, 2017. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
|
(8) “Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
|
Rajeev Bhalla
|
|
|
|
|
|
|
|
|
|
|||||||||||
Severance and Other Benefits
|
|
|
|
|
|
|
|
|||||||||||||
|
Involuntary Without Cause or Voluntary Resignation With Good Reason Within one Year Following Change of Control
|
|
Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time
|
|
Involuntary For Cause or Voluntary Resignation Without Good Reason
|
|
Change of Control (Irrespective of Whether Termination or Resignation Occurs)
|
|
Death or Disability
|
(8)
|
||||||||||
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
|||||
Cash Severance
|
$
|
1,735,744
|
|
(1)
|
$
|
867,872
|
|
(4)
|
|
|
|
|
|
|
||||||
Health Benefits
|
$
|
45,043
|
|
(2)
|
$
|
33,783
|
|
(5)
|
|
|
|
|
|
|
||||||
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on accelerated stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
546,830
|
|
(6)
|
$
|
546,830
|
|
(6)
|
|||
Value of accelerated restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,750,527
|
|
(7)
|
$
|
1,750,527
|
|
(7)
|
|||
Total Long-Term Incentives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,297,357
|
|
|
$
|
2,297,357
|
|
|
TOTAL Value:
|
$
|
1,780,787
|
|
(3)
|
$
|
901,655
|
|
|
$
|
—
|
|
|
$
|
2,297,357
|
|
|
$
|
2,297,357
|
|
|
(1) This amount reflects payment to Mr. Bhalla that would equal two times his (i) then-current base salary and (ii) then-effective target annual incentive compensation.
|
(2) This amount reflects payments to Mr. Bhalla that would equal the cost of the health insurance premiums necessary to allow Mr. Bhalla and any covered 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 following the date of termination.
|
(3) 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 of control.
|
(4) This amount reflects payment to Mr. Bhalla that would equal his (i) then-current base salary and (ii) then-effective target annual incentive compensation.
|
(5) This amount reflects payments to Mr. Bhalla that would equal the cost of the health insurance premiums necessary to allow Mr. Bhalla and any covered 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 18 months following the date of termination.
|
(6) This amount reflects the incremental value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested stock options subject to accelerated vesting on change of control using the closing stock price of $48.68 on December 31, 2017.
|
(7) This amount reflects the total value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested RSUs including Time RSUs, PSUs at Target, and MSP RSUs using the closing stock price of $48.68 on December 31, 2017. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
|
(8) “Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
|
Sumit Mehrotra
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and Other Benefits
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Involuntary Without Cause or Voluntary Resignation With Good Reason Within One Year Following Change of Control
|
|
Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time
|
|
Involuntary For Cause or Voluntary Resignation Without Good Reason
|
|
Change of Control (Irrespective of Whether Termination or Resignation Occurs)
|
|
Death or Disability
|
(8)
|
||||||||||
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
12/31/2017
|
|
|
|||||
Cash Severance
|
$
|
837,000
|
|
(1)
|
$
|
355,061
|
|
(4)
|
|
|
|
|
|
|
||||||
Health Benefits
|
$
|
45,043
|
|
(2)
|
$
|
22,522
|
|
(5)
|
|
|
|
|
|
|
||||||
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on accelerated stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
27,412
|
|
(6)
|
$
|
27,412
|
|
(6)
|
|||
Value of accelerated restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
295,244
|
|
(7)
|
$
|
295,244
|
|
(7)
|
|||
Total Long-Term Incentives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
322,656
|
|
|
$
|
322,656
|
|
|
TOTAL Value:
|
$
|
882,043
|
|
(3)
|
$
|
377,583
|
|
|
$
|
—
|
|
|
$
|
322,656
|
|
|
$
|
322,656
|
|
|
(1) This amount reflects payment to Mr. Mehrotra that would equal two times his (i) then-current base salary and (ii) then-effective target annual incentive compensation.
|
(2) This amount reflects payments to Mr. Mehrotra that would equal the cost of the health insurance premiums necessary to allow Mr. Mehrotra and any covered 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 following the date of termination.
|
(3) 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 of control.
|
(4) This amount reflects payment to Mr. Mehrotra that would equal his (i) then-current base salary and (ii) then-effective target annual incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no proration in this example since the assumed date of termination is December 31, 2017).
|
(5) This amount reflects payments to Mr. Mehrotra that would equal the cost of the health insurance premiums necessary to allow Mr. Mehrotra and any covered 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 one year following the date of termination.
|
(6) This amount reflects the incremental value to which Mr. Mehrotra would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $48.68 on December 31, 2017.
|
(7) This amount reflects the total value to which Mr. Mehrotra would be entitled due to the immediate vesting of all unvested RSUs including Time RSUs and MSP RSUs using the closing stock price of $48.68 on December 31, 2017. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
|
(8) “Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
|
Arjun Sharma
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and Other Benefits
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Involuntary Without Cause or Voluntary Resignation With Good Reason Within One Year Following Change of Control
|
|
Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time
|
|
Involuntary For Cause or Voluntary Resignation Without Good Reason
|
|
Change of Control (Irrespective of Whether Termination or Resignation Occurs)
|
|
Death or Disability
|
(8)
|
||||||||||
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
||||||||||
Cash Severance
|
$
|
671,352
|
|
(1)
|
$
|
377,443
|
|
(4)
|
|
|
|
|
|
|
||||||
Health Benefits
|
$
|
7,651
|
|
(2)
|
$
|
7,651
|
|
(5)
|
|
|
|
|
|
|
||||||
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on accelerated stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54,863
|
|
(6)
|
$
|
54,863
|
|
(6)
|
|||
Value of accelerated restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
498,532
|
|
(7)
|
$
|
498,532
|
|
(7)
|
|||
Total Long-Term Incentives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
553,395
|
|
|
$
|
553,395
|
|
|
TOTAL Value:
|
$
|
679,003
|
|
(3)
|
$
|
385,094
|
|
|
$
|
—
|
|
|
$
|
553,395
|
|
|
$
|
553,395
|
|
|
(1) This amount reflects payment to Mr. Sharma that would equal two times his (i) then-current base salary and (ii) the highest short-term incentive amount he received in any of the immediately preceding three years (excluding the incentive award of $50,000 under the plan in recognition of extraordinary contributions associated with the FH acquisition in 2017).
|
||||||||||
(2) This amount reflects payments to Mr. Sharma that would equal the cost of the health insurance premiums necessary to allow Mr. Sharma and any covered 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 following the date of termination.
|
||||||||||
(3) 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 of control.
|
||||||||||
(4) This amount reflects payment to Mr. Sharma that would equal his (i) then-current base salary and (ii) then-effective target annual incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no proration in this example since the assumed date of termination is December 31, 2017).
|
||||||||||
(5) This amount reflects payments to Mr. Sharma that would equal the cost of the health insurance premiums necessary to allow Mr. Sharma and any covered 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 one year following the date of termination.
|
||||||||||
(6) 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 $48.68 on December 31, 2017.
|
||||||||||
(7) This amount reflects the total value to which Mr. Sharma would be entitled due to the immediate vesting of all unvested RSUs including Time RSUs, PSUs at Target and MSP RSUs using the closing stock price of $48.68 on December 31, 2017. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
|
||||||||||
(8) “Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
|
Erik Wiik
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and Other Benefits
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Involuntary Without Cause or Voluntary Resignation With Good Reason Within One Year Following Change of Control
|
|
Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time
|
|
Involuntary For Cause or Voluntary Resignation Without Good Reason
|
|
Change of Control Without Termination (Irrespective of Whether Termination or Resignation Occurs)
|
|
Death or Disability
|
(8)
|
||||||||||
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
12/31/2017
|
|
||||||||||
Cash Severance
|
$
|
1,338,240
|
|
(1)
|
$
|
466,025
|
|
(4)
|
|
|
|
|
|
|
||||||
Health Benefits
|
$
|
45,043
|
|
(2)
|
$
|
22,522
|
|
(5)
|
|
|
|
|
|
|
||||||
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on accelerated stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54,804
|
|
(6)
|
$
|
54,804
|
|
(6)
|
|||
Value of accelerated restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
426,534
|
|
(7)
|
$
|
426,534
|
|
(7)
|
|||
Total Long-Term Incentives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
481,338
|
|
|
$
|
481,338
|
|
|
TOTAL Value:
|
$
|
1,383,283
|
|
(3)
|
$
|
488,547
|
|
|
$
|
—
|
|
|
$
|
481,338
|
|
|
$
|
481,338
|
|
|
(1) This amount reflects payment to Mr. Wiik that would equal two times his (i) then-current base salary and (ii) then-effective target annual incentive compensation.
|
(2) This amount reflects payments to Mr. Wiik that would equal the cost of the health insurance premiums necessary to allow Mr. Wiik and any covered 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 following the date of termination.
|
(3) 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 of control.
|
(4) This amount reflects payment to Mr. Wiik that would equal his (i) then-current base salary and (ii) then-effective target annual incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no proration in this example since the assumed date of termination is December 31, 2017).
|
(5) This amount reflects payments to Mr. Wiik that would be equal the cost of the health insurance premiums necessary to allow Mr. Wiik and any covered 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 one year following the date of termination.
|
(6) 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 $48.68 on December 31, 2017.
|
(7) 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 $48.68 on December 31, 2017, less the applicable basis with respect to MSP RSUs. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
|
(8) “Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
|
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 Fee (per committee)
|
$
|
5,000
|
Name
|
Director and Committee Fees
($) (1)
|
Stock
Awards
($) (2)
|
Total ($)
|
David F. Dietz
|
135,000
|
151,510
|
286,510
|
Tina Donikowski
|
65,000
|
85,048
|
150,048
|
Douglas M. Hayes
|
80,000
|
114,591
|
194,591
|
Helmuth Ludwig
|
70,000
|
114,591
|
184,591
|
John (Andy) O'Donnell
|
80,000
|
114,591
|
194,591
|
Peter M. Wilver
|
85,000
|
110,645
|
195,645
|
(1)
|
The amounts shown in this column reflect the fees paid in Fiscal Year 2017 for Board and committee service. All non-employee directors with the exception of Ms. Donikowski elected to purchase MSP RSUs with either all or a portion of their annual retainer fee. The number of RSUs purchased by Mr. Dietz under MSP was 3,304 with his annual retainer of $135,000. The number of RSUs purchased by Mr. Wilver under MSP was 1,273 with $52,000 of his $60,000 annual retainer. The number of RSUs purchased under MSP by Mr. Hayes, Dr. Ludwig, and Mr. O'Donnell was 1,469 each with their annual retainer fee of $60,000. The total number of purchased RSUs set forth in this footnote was determined by dividing the amount of fees elected by the non-employee for participation in the MSP by $40.86 which is 67% of the closing price of our common stock on February 24, 2017.
|
(2)
|
Reflects the grant date fair value of the annual equity grant made in time-based restricted stock units (Time RSUs) and the grant date fair value of the discount on the restricted stock units (MSP RSUs) purchased under our MSP determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 11 ("Share -Based Compensation") to our audited consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K filed with the SEC on March 1, 2018. The grant date fair value of the Time RSUs granted to each of our non-employee directors and the grant date fair value of the discount on the MSP RSUs purchased by each of our non-employee directors on February 27, 2017 were as follows:
|
Name
|
Grant Date
Fair Value of
Time RSUs ($)
|
Grant Date
Fair Value of
MSP RSUs ($)
|
Total ($)
|
David F. Dietz
|
85,020
|
66,510
|
151,530
|
Tina Donikowski (3)
|
85,048
|
—
|
85,048
|
Douglas M. Hayes
|
85,020
|
29,571
|
114,591
|
Helmuth Ludwig
|
85,020
|
29,571
|
114,591
|
John (Andy) O'Donnell
|
85,020
|
29,571
|
114,591
|
Peter M. Wilver
|
85,020
|
25,625
|
110,645
|
|
All of the outstanding RSUs held by each non-employee director and issued in connection with the MSP as of December 31, 2017 were as follows: Mr. Dietz - 12,373, Ms. Donikowski - 0, Mr. Hayes - 5,500, Dr. Ludwig - 3,772, Mr. O'Donnell - 5,500, and Mr. Wilver - 4,498 MSP RSUs. The total number of Time RSUs held by each non-employee director as of December 31, 2017 was as follows: Mr. Dietz - 1,394, Ms. Donikowski - 1,356, Mr. Hayes - 1,394, Mr. Ludwig - 1,394, Mr. O'Donnell - 1,394, and Mr. Wilver - 1,394 Time RSUs.
|
(3)
|
Ms. Donikowski joined the Board effective March 30, 2017.
|
•
|
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)
|
|||
Colfax Corporation (3)
|
3,283,424
|
|
16.6
|
|
%
|
Gabelli Entities (4)
|
2,582,254
|
|
13.0
|
|
%
|
BlackRock, Inc. (5)
|
2,079,907
|
|
10.5
|
|
%
|
Royce & Associates, LLC (6)
|
1,658,978
|
|
8.4
|
|
%
|
The Vanguard Group (7)
|
1,585,405
|
|
8.0
|
|
%
|
Wellington Management Group LLP (8)
|
1,326,910
|
|
6.7
|
|
%
|
Scott Buckhout
|
289,744
|
|
1.5
|
|
%
|
David F. Dietz
|
78,493
|
|
*
|
|
|
Rajeev Bhalla
|
73,455
|
|
*
|
|
|
Arjun Sharma
|
33,946
|
|
*
|
|
|
Douglas M. Hayes
|
19,863
|
|
*
|
|
|
Peter M. Wilver
|
15,317
|
|
*
|
|
|
John (Andy) O'Donnell
|
15,111
|
|
*
|
|
|
Sumit Mehrotra
|
10,881
|
|
*
|
|
|
Erik Wiik
|
9,566
|
|
*
|
|
|
Helmuth Ludwig
|
2,186
|
|
*
|
|
|
Tina Donikowski
|
—
|
|
*
|
|
|
All current executive officers and directors as a group (fifteen) (9)
|
562,597
|
|
2.8
|
|
%
|
(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 Colfax Corporation is 420 National Business Parkway, 5th Floor, Annapolis Junction, MD 20701; the address of the Gabelli Entities (as defined in Footnote 3) is One Corporate Center, Rye, NY 10580; the address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055; 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; and the address of Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210.
|
(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, 2018, the date of the above table, but excludes shares of Common Stock underlying stock options, restricted stock units or convertible securities held by any other person. The amounts in the table include for the persons listed: 268,488 options and MSP RSUs for Mr. Buckhout; 3,887 MSP RSUs for Mr. Dietz; 1,728 MSP RSUs for Mr. Hayes; 62,164 options, RSUs and MSP RSUs for Mr. Bhalla; 22,031 options, RSUs, and MSP RSUs for Mr. Sharma; 1,728 MSP RSUs for Mr. Wilver; 4,418 RSUs and MSP RSUs for Mr. O’Donnell; 8,780 options, RSUs and MSP RSUs for Mr. Mehrotra; 7,544 options and RSUs for Mr. Wiik.
|
(3)
|
The information is based on a Schedule 13G filed with the Securities and Exchange Commission on December 15, 2017 on behalf of Colfax Corporation ("Colfax"). According to the filing, Colfax has shared dispositive power and shared voting power.
|
(4)
|
The information is based on an amended Schedule 13D filed with the Securities and Exchange Commission on March 6, 2018 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., GGCP, Inc., GAMCO Investors, Inc., and Associated Capital Group, 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 969,000, 1,429,654 and 183,600 shares, respectively. Mr. Gabelli, GAMCO Investors, Inc., GGCP, Inc., and Associated Capital Group, 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 129,500 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, Associated Capital Group, Inc., GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other Gabelli Entities.
|
(5)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on January 19, 2018 on behalf of BlackRock, Inc. ("BlackRock"). According to the filing, Black Rock has sole dispositive power over 2, 079,907 shares and sole voting power over 2,039,061 shares.
|
(6)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on January 25, 2018 on behalf of Royce & Associates, LLC ("Royce").
|
(7)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 9, 2018 on behalf of The Vanguard Group. According to the filing, The Vanguard Group has sole dispositive power over 1,558,702 shares, shared dispositive power over 26,703 shares, sole voting power over 25,203 shares and shared voting power over 2,900 shares.
|
(8)
|
The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 8, 2018 on behalf of Wellington Management Group LLP ("Wellington Management"). According to the filing, Wellington Management has shared dispositive power with Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP over 1,326,910 shares, shared dispositive power with Wellington Management Company LLP over 1,316,098 shares, shared voting power with Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP over 1,048,771 shares and shared voting power with Wellington Management Company LLP over 1,042,301 shares.
|
(9)
|
Includes 103,431 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2018 and 21,759 shares of Common Stock issuable within 60 days of February 28, 2018 on account of RSUs and MSP RSUs that will have vested.
|
Fiscal Year
|
2017
|
2016
|
||||
Audit Fees (1)
|
$
|
3,985
|
|
$
|
2,367
|
|
Audit Related Fees (2)
|
176
|
|
50
|
|
||
Tax Fees (3)
|
—
|
|
79
|
|
||
All Other Fees (4)
|
5
|
|
87
|
|
||
Total
|
$
|
4,166
|
|
$
|
2,583
|
|
(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)
|
Represents fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under "Audit Fees". These services relate to consultations concerning financial accounting and reporting standards.
|
(3)
|
No tax services were performed in 2017. Tax services performed in 2016 consisted of advice relating to acquisition due diligence and various international tax compliance matters.
|
(4)
|
All other fees in 2017 consisted of $3,600 of fees for an accounting research tool and $900 for disclosure checklist software. All other fees in 2016 consisted of $100,000 related to acquisition strategy consulting services and $5,000 for accounting software licenses.
|
•
|
Take MA-1A SOUTH to I-93 NORTH to I-95/Route 128 SOUTH. Take Exit 33B at MA-3A NORTH/Cambridge Street in Burlington. Turn right onto Corporate Drive.
|
CIRCOR INTERNATIONAL, INC.
|
|||
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
|
|||
(in thousands, except percentages)
|
|||
UNAUDITED
|
|||
|
|
||
NET REVENUES
|
|
||
Energy
|
$
|
347,578
|
|
Advanced Flow Solutions
|
277,637
|
|
|
Fluid Handling
|
36,495
|
|
|
Total Revenue
|
$
|
661,710
|
|
|
|
||
SEGMENT OPERATING INCOME
|
|
||
Energy
|
$
|
30,748
|
|
Advanced Flow Solutions
|
37,230
|
|
|
Fluid Handling
|
5,460
|
|
|
Corporate expenses
|
(21,744
|
)
|
|
Subtotal - Adjusted operating income
|
51,694
|
|
|
LESS:
|
|
||
Amortization of inventory step-up
|
4,300
|
|
|
Restructuring charges, net
|
6,062
|
|
|
Acquisition amortization
|
12,542
|
|
|
Acquisition depreciation
|
233
|
|
|
Special charges, net
|
7,989
|
|
|
GAAP Operating Income
|
$
|
20,568
|
|
Interest expense, net
|
10,777
|
|
|
Other expense, net
|
3,678
|
|
|
Income from continuing operations before income taxes
|
$
|
6,113
|
|
|
|
||
Adjusted Operating Margin (a)
|
4.7
|
%
|
|
LESS:
|
|
||
Amortization of inventory step-up
|
0.6
|
%
|
|
Restructuring charges, net
|
0.9
|
%
|
|
Acquisition amortization
|
1.9
|
%
|
|
Acquisition depreciation
|
—
|
%
|
|
Special charges (recoveries), net
|
1.2
|
%
|
|
GAAP Operating Margin (b)
|
3.1
|
%
|
|
SEGMENT OPERATING MARGIN %
|
|
||
Energy
|
8.8
|
%
|
|
Advanced Flow Solutions
|
13.4
|
%
|
|
Fluid Handling
|
15.0
|
%
|
|
Adjusted Operating Margin
|
7.8
|
%
|
|
|
|
||
(a) Adjusted Operating Margin calculated as Adjusted Operating Income divided by Net Revenues.
|
|||
(b) GAAP Operating Margin calculated as GAAP Operating Income divided by Net Revenues.
|
1 Year CIRCOR Chart |
1 Month CIRCOR Chart |
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