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Share Name | Share Symbol | Market | Type |
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Covia Holdings Corporation | NYSE:CVIA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.48 | 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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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Covia Holdings Corporation
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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1. |
Elect as directors the 13 nominees named in the Proxy Statement
for a term of
one year;
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2. |
Approve, on an advisory basis, the compensation of our named executive officers
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3. |
Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers;
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4. |
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019
; and
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5. |
T
ransact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
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1. |
FOR
the election of each of the 13 director nominees named in this Proxy Statement (see Item 1);
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2. |
FOR
the approval, on an advisory basis, of the compensation of our named
executive officers as disclosed in this Proxy Statement (see Item 2);
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3. |
For the approval, on an advisory basis, of a
ONE YEAR
frequency for future
Say-on-Pay Votes (see Item 3); and
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4. |
FOR
the ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for 2019 (see Item 4).
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board
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Jenniffer D. Deckard
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53
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2018
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Business Experience:
Ms. Deckard has served as
our President, CEO and as a director since June 2018. Previously, Ms. Deckard served as President, CEO and a director of Fairmount Santrol Holdings Inc. from 2013 until June 2018. At Fairmount Santrol, she was President from 2011 until
2013, and served as Vice President of Finance and Chief Financial Officer and in other roles in accounting and finance from 1994 until 2011. Ms. Deckard joined the Board of Directors of RPM International Inc. (NYSE: RPM) in 2015 and
currently serves as a member of RPM’s Audit Committee. In her local community, Ms. Deckard serves on the boards of the Cleveland Foundation and the EDWINS Foundation. She also serves on the Case Western Reserve Weatherhead School of
Management’s Visiting Committee and the Board of Directors for the Fairmount Santrol Foundation. Ms. Deckard received a B.S. from the University of Tulsa and a MBA from Case Western Reserve University.
Committee Memberships
: Executive Committee
Director Qualifications:
Due to her experience
as our President and CEO, and her prior experience as Fairmount Santrol’s President and CEO, Ms. Deckard is particularly qualified to serve on our Board. In addition, in her role as CEO, she has proven that she is an effective leader.
Ms. Deckard’s financial expertise and over 24 years combined experience at Covia and Fairmount Santrol provide her with intimate, working knowledge of our day-to-day business, plans, strategies and initiatives.
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William E. Conway
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91
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2018
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Business Experience:
Mr. Conway has been a
director of Covia since June 2018, and previously served a
s Chairman of the Board (emeritus) of Fairmount Santrol from 2010
until June 2018. After he and other investors acquired Best Sand in 1978, Mr. Conway invested in Wedron Silica in 1984, along with Charles D. Fowler and the Wedron Silica management team. Best Sand and Wedron Silica then merged to form
Fairmount Minerals, what would later be known as Fairmount Santrol, in 1986. Mr. Conway served as Chairman of the Board and CEO of Best Sand from 1978 until 1984 and Fairmount Minerals from 1984 to 1996. From 1996 until 2010, he served as
Fairmount Santrol’s Chairman of the Board. Prior to entering the industrial minerals business in 1978, Mr. Conway held positions with Pickands Mather & Co., Diamond Shamrock Corporation and Midland-Ross Corporation. Mr. Conway serves
on the boards of directors of the Cleveland Clinic Foundation, University School and Holden Forests and Gardens. Mr. Conway received a B.S. from Yale University and completed the Executive Program at the University of California, Berkeley.
Committee Memberships
: Governance Committee
(Chair)
Director Qualifications:
Due to his experience as Fairmount Santrol’s former Chairman of the Board and CEO, Mr. Conway is particularly well qualified to
serve on our Board. In such roles, he has proven that he is an effective leader. As one of the founders of Fairmount Santrol, Mr. Conway brings an extensive understanding and comprehensive knowledge of various segments of our business to
our Board.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Kurt Decat
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53
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2018
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Business Experience:
Mr. Decat has been a
director of Covia since June 2018 and has been the Chief Financial Officer of Sibelco, a privately-owned Belgian company, since joining Sibelco in 2015. Prior to joining Sibelco, Mr. Decat served for 11 years as the Chief Finance Officer and
as a director of Taminco Corporation, a global specialty chemical company. Earlier in his career, Mr. Decat held a number of finance, procurement and audit positions at Coopers Lybrand, FedEx Corporation, Minit Group and Domo Inc. Mr. Decat
holds a master’s degree in commercial engineering and an M.B.A. from Katholieke Universiteit Leuven.
Committee Memberships
: Executive Committee
Director Qualifications:
Due to his more than
15 years of experience as the principal financial officer of Sibelco and Taminco Corporation, his experience as a board member of Taminco Corporation, his broad financial background and his working knowledge of the chemical and mining
industries, Mr. Decat is well qualified to serve on our Board.
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Jean-Luc Deleersnyder
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57
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2018
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Business Experience:
Mr. Deleersnyder has been
a director of Covia since June 2018, s
erved as a member of the Board of Directors of Unimin Corporation from 2007 until
June 2018, and has been CEO of Sibelco since 2014. Mr. Deleersnyder joined Sibelco in April 2006 and served as CEO Europe and Group Chief Operating Officer prior to his appointment as the CEO of Sibelco in 2014. Prior to joining Sibelco,
from 1996 to 2006, he was Executive Vice President of Umicore SA. He started his career at McKinsey & Co. where he worked from 1988 to 1996. Mr. Deleersnyder received a M.S. in Electro-Mechanical Engineering and a Ph.D. in Operations
Management, both from University of Ghent (Belgium).
Committee Memberships
: Executive Committee
Director Qualifications:
Due to his 20 years of experience with global industries, including most recently as Sibelco’s CEO, Mr. Deleersnyder is well
qualified to serve on our Board. His business and industry expertise
provide the Board with a unique
perspective on the global minerals industry.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Michel Delloye
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62
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2018
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Business Experience:
Mr. Delloye has been a
director of Covia since June 2018 and has been a permanent representative of Cytifinance SA on the board of directors of Sibelco and the chairman of the Audit Committee of Sibelco since 2016. Mr. Delloye started his career at the audit firm
Deloitte Haskins & Sells in 1981, where he worked until 1984. In 1984, he joined Groupe Bruxelles Lambert, a major investment group based in Brussels. Mr. Delloye served as Finance Director of Groupe Bruxelles Lambert from 1986 to 1988,
was President of The Lambert Brussels Capital Corporation (New York) from 1988 to 1990 and was General Manager of Groupe Bruxelles Lambert from 1990 to 1992. Between 1992 and 1996, Mr. Delloye was Managing Director (CEO) of RTL Group, the
leading European TV and radio group based in Luxembourg. He served as the CEO and President of Central Media European Enterprise (London) between 1997 and 1998. Since then, he has been an active long-term investor in medium sized European
companies and has served as an independent board member of several listed and unlisted companies, mainly in Belgium. Mr. Delloye was a director of Compagnie du Bois Sauvage SA from 2007 to 2011, serving as Chairman during 2010-2011, and
served as an independent director of Telenet Group Holding NV from 2003 until 2015. Mr. Delloye (personally or as representative of Cytifinance SA) is currently a member of the board of a number of major companies in Belgium, Luxembourg and
Switzerland, including Vandemoortele, Matexi Group Holding, Brederode (listed on EURONEXT Brussels and the Bourse de Luxembourg) and Schréder. Mr. Delloye serves as the chairman of Brederode’s audit committee. Mr. Delloye received a degree
in law from the University of Louvain.
Committee Memberships
: Audit Committee
Director Qualifications:
Due to his management
expertise combined with his extensive experience as an independent board member, Mr. Delloye is well qualified to serve on our Board.
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Charles D. Fowler
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73
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2018
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Business Experience:
Mr. Fowler has been a
director of Covia since June 2018, and
served as a director of Fairmount Santrol from 1984 until June 2018. Mr. Fowler
and the Wedron Silica management team partnered with William E. Conway in 1984 to acquire Wedron Silica and ultimately merge it with Mr. Conway’s company, Best Sand, to create Fairmount Minerals. Mr. Fowler served as President and CEO of
Fairmount Santrol from 1996 until his retirement in 2013. He served as the past Chairman of the Board of Case Western Reserve University, and continues to serve on the Board of Case Western Reserve University. Mr. Fowler is also on the
boards of directors of Flying Horse Farms, DDC Clinic and the Greater Cleveland Water Alliance. He received a B.S. from Purdue University and completed the Executive MBA program at Case Western Reserve University.
Committee Memberships
: Governance Committee
Director Qualifications:
Due to his experience as Fairmount Santrol’s former President and CEO, Mr. Fowler is particularly well qualified to serve on
our Board. In addition, in such roles with Fairmount Santrol, he has proven that he is an effective leader. As one of the founders of Fairmount Santrol, Mr. Fowler brings an extensive understanding and comprehensive knowledge of various
segments of our business to our Board.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Jean-Pierre Labroue
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56
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2018
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Business Experience:
Mr. Labroue has been a
director of Covia since June 2018 and has served as the permanent representative of Calavon Finance SAS on the board of directors of Sibelco since 2017 and as the President of Calavon Finance SAS since its incorporation in May 2017. From
December 2012 to December 2016, Mr. Labroue served as Group General Counsel and Head of Legal and Compliance of Solvay, an international chemical group, where he also supervised mergers and acquisitions. From 2004 until 2011, he served as
Group General Counsel & Corporate Secretary of the international chemical group Rhodia, which was acquired by Solvay in 2011, first supervising the legal function and later also mergers and acquisitions and public affairs. From 1999 to
2004, Mr. Labroue was Vice President, General Counsel and Corporate Secretary of Aventis Pharma SA. From 1989 to 1999, he worked at Rhone-Poulenc, including working in Rhône-Poulenc Chimie’s legal department from 1989 to 1993, working in the
American Rhône-Poulenc Rorer’s headquarters in Collegeville, PA from 1993 to 1996 and serving as Vice President & General Counsel, Europe and International of Rhône-Poulenc Rorer from 1996 to 1999. Mr. Labroue began his career in 1988
with the Jeantet & Associés law firm in Paris. Mr. Labroue holds post graduate law degrees from the University of Paris X Nanterre, completed the ESSEC-IMD business school program and obtained an LL.M. degree in corporate law and finance
from Widener University.
Committee Memberships
: Compensation Committee
(Chair); Governance Committee
Director Qualifications:
Due to his extensive
experience gained through leadership roles at a number of European chemical companies, combined with his extensive legal background, Mr. Labroue is well qualified to serve on our Board.
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Olivier Lambrechts
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38
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2018
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Business Experience:
Mr. Lambrechts has been a
director of Covia since June 2018 and
has served as Executive Vice President, Corporate Development of Sibelco since
2016. Prior to joining Sibelco, from 2008 until 2015, Mr. Lambrechts was an associate, engagement manager and associate principal at McKinsey & Company. From 2003 until 2007, he served as Ph.D. Researcher at K.U. Leuven, where he
received a Ph. D. in applied economics, business engineering and operations management in 2007.
Committee Memberships
: Executive Committee
Director Qualifications:
Due to his extensive experience at Sibelco and McKinsey & Company in the field of strategic project development, Mr.
Lambrechts is well qualified to serve on our Board.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Matthew F. LeBaron
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48
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2018
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Business Experience:
Mr. LeBaron has been a
director of Covia since June 2018. He previously served as Chairman of the Board of Fairmount Santrol from 2010 until June 2018. Mr. LeBaron is a co-founder of LeBaronBrown Industries, a private investment holding company focused on
investing in industrial businesses. He was previously a Managing Director at American Securities, which he joined in 1999. Mr. LeBaron serves on the board of United Distribution Group, an American Securities portfolio company, and has
previously served on the boards of numerous other private and public companies. Previously, Mr. LeBaron was a private equity investor at Bain Capital, Inc. and a consultant at The Boston Consulting Group. He received a B.A. from Amherst
College and a MBA from the Harvard Business School.
Committee Memberships
: Executive Committee
Director Qualifications:
As an investor with
over two decades of experience, Mr. LeBaron brings the knowledge of corporate finance, corporate governance, corporate transactions, organizational development and strategic planning to our Board. Due to this experience, he is particularly
well qualified to serve on our Board.
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William P. Kelly
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69
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2018
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Business Experience:
Mr. Kelly has been a
director of Covia since June 2018, and he previously served as a director of Fairmount Santrol from 2005 until June 2018. Mr. Kelly was
Chairman and CEO of Unifrax Corporation from 1996 to 2006. From 2010 to 2015, he served on the Executive Council of American Securities. He is a member of The Operating Council for Kirtland Capital Partners.
He was a Board member for privately held Unifrax Corporation from 2006 until the sale of the company in December 2018, and has been a Board member of Smart Source Computer Rentals since 2006, where Mr. Kelly currently serves as a member of
the compensation committee. He received a B.S. degree in Ceramics Engineering from Alfred University and an M.B.A. from Duquesne University. He also attended the Tuck Executive Program at Dartmouth College.
Committee Memberships
: Compensation Committee
Director Qualifications:
Due to his experience as Chairman and CEO of Unifrax, as well as board membership of Unifrax and several other private
companies, he is particularly well qualified to serve on our Board. In these roles, he has proven to be an effective leader.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Stephen J. Hadden
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64
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2018
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Business Experience:
Mr. Hadden has been a
director of Covia since June 2018 and he previously served as a director of Fairmount Santrol from 2015 until June 2018. Mr. Hadden has over 40 years of experience in the oil and gas industry, having served in various management roles for
Texaco Inc., now Chevron Corporation, and more recently as Executive Vice President of Worldwide Exploration and Production for Devon Energy Corporation from 2004 until 2009. Mr. Hadden was a director of Ulterra Drilling Technologies, a
leading PDC bit supplier in the U.S., from September 2016 to November 2018, and serves as a Senior Executive Advisor for Tennenbaum Capital Partners, LLC, a leading alternative investment management firm. Previously, Mr. Hadden was a
director of LINN Energy from 2013 until 2017 and with Berry Petroleum Company from 2011 until its merger with LINN Energy. Mr. Hadden also served with the following entities: The Advisory Board of the Society of Petroleum Engineers, the
Upstream Committee of the American Petroleum Institute, and the Western States Petroleum Association. He has a B.S. degree in Chemical Engineering from The Pennsylvania State University.
Committee Memberships
: Audit Committee
Director Qualifications:
Due to his significant
experience in the oil and gas industry, including service on industry advisory boards, and his experience serving on public company boards and committees, Mr. Hadden is particularly well qualified to serve on our Board.
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Richard A. Navarre
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58
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2018
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Business Experience:
Mr. Navarre has been the
Chairman of our Board since June 2018. Mr. Navarre
has more than 35 years of diverse international business and finance
experience, including 19 years with Peabody Energy Corporation, serving as its President, Chief Commercial Officer, Chief Financial Officer and Executive Vice President of Corporate Development. He is currently a director of Natural
Resource Partners LP (NYSE: NRP) (where he serves as a member of the audit committee and as chairman of the conflicts committee), Arch Coal (NYSE: ARCH) (where he serves as the chair of the compensation committee and a member of the
nominating and governance committee), and Civeo Corporation (NYSE: CVEO) (where he is the Chairman of the Board and serves as a member of the nominating and governance committee).
Committee Memberships
: Audit Committee (Chair);
Executive Committee (Chair); Chairman of the Board
Director Qualifications:
Due to his significant
experience in the energy and mining industries, and his experience serving on public company boards and committees, Mr. Navarre is particularly well qualified to serve on our Board.
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Name
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Age
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Director
Since |
Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board
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Jeffrey B. Scofield
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41
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2018
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Business Experience:
Mr. Scofield has been a
director of Covia since June 2018. Mr. Scofield currently serves as Chief Operating Officer and Managing Director at Lime Rock Partners, where he has held positions of increasing responsibility over the last 14 years. Before that,
Mr. Scofield was Vice President and Senior Associate at Harrison Lovegrove LP, an acquisition, merger and divestiture advisory firm sold to Standard Chartered, and prior to that an associate and analyst in the investment banking division of
Donaldson, Lufkin & Jenrette, and following its acquisition, Credit Suisse.
Committee Memberships
: Compensation Committee
Director Qualifications:
Due to his significant experience in the oil and gas industry, as well as his thorough understanding of
mergers and acquisitions and direct energy investing, Mr. Scofield is particularly well qualified to serve on our Board.
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to ensure that the number of directors constituting our Board is fixed at 13 directors, subject to the right of Sibelco to reduce the number of directors to 11 by
removal of one Unimin-nominated director and one Fairmount Santrol-nominated director at certain specified times;
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prior to the earlier of the close of business on (i) the tenth business day following the date on which Sibelco and its affiliates no longer beneficially own more
than 50% of the outstanding shares of Covia’s common stock and (ii) the business day following public announcement that Sibelco has made an election that the “Trigger Date” has occurred (the earlier of which is the “Trigger Date”), to
nominate and vote to elect as directors:
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the seven Unimin-nominated directors;
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the five Fairmount Santrol-nominated directors; and
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our CEO; and
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from and after the Trigger Date,
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to cause the number of Unimin-nominated directors to be reduced so that the number of Unimin-nominated directors is at all times equal to the product of
(x) Sibelco’s percentage ownership of outstanding shares of our common stock and (y) the total number of directors authorized to serve on our Board (rounded down to the nearest whole number); and
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to nominate and vote to elect as directors:
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the number of Unimin-nominated directors calculated as described above (reflecting Sibelco’s percentage ownership of outstanding shares of our common stock);
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the number of individuals equal to the difference between 12 (or 10, if Sibelco has elected to reduce the size of the Board as permitted prior to the Trigger Date)
and the number of Unimin-nominated directors nominated by the Fairmount Santrol-nominated directors then in office in accordance with the Stockholders Agreement (including the provisions regarding filling vacancies described below); and
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our CEO.
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if such director is a Unimin-nominated director, the remaining Unimin-nominated directors have the right to designate an individual to fill such vacancy;
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if such director is a Fairmount Santrol-nominated director, then the remaining Fairmount Santrol-nominated directors have the right to designate an individual to
fill such vacancy;
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prior to the Trigger Date, if the vacancy is caused by the death, disability, retirement, resignation or removal of a Fairmount Santrol-nominated director, and the
Fairmount Santrol-nominated directors do not fill such vacancy for more than 30 days after notice from Covia of such failure to fill the vacancy, then the vacant position will be filled by an individual designated by the Unimin-nominated
directors then in office, but any such individual will be removed if the remaining Fairmount Santrol-nominated directors so direct and simultaneously designate a new director; and
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if a vacancy is created on our Board because of the removal of a Unimin-nominated director due to a decrease in Sibelco’s percentage ownership of outstanding shares
of our common stock as described above, then the remaining directors will have the right to immediately designate a replacement for the removed director to fill such vacancy, provided that any such replacement must be an independent
director as determined pursuant to the applicable NYSE listing rules.
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the issuance of additional classes of capital stock or series of equity securities either (1) to Sibelco or any Sibelco-related party in whole or in part or (2) as
the Fairmount Santrol-nominated independent directors otherwise determine may involve an actual or potential conflict of interest between Sibelco and the other Covia stockholders;
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the entry into any transaction (including any amendment, modification or supplement to any agreement existing on or prior to the effective time) between us or any of
our subsidiaries, on the one hand, and Sibelco or any Sibelco-related party, on the other hand, (1) requiring annual payments in excess of $2 million or with respect to which aggregate consideration exceeds $10 million, (2) which is
otherwise material to us or (3) which is not on arm’s length terms (provided that this provision does not apply to any transactions entered into pursuant to any agreements existing at or prior to the effective time);
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the commencement, enforcement, waiver, release, assignment, settlement or compromise of any claims or causes of action held by us or any of our subsidiaries, on the
one hand, against Sibelco or any Sibelco-related party, on the other hand (and during such three year period, the conduct, defense and management of the claim must be delegated to the Fairmount Santrol-nominated independent directors or a
committee composed of such directors); and
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any transaction pursuant to which Sibelco would be entitled to more or different consideration, on a per share of our common stock basis, compared to all other Covia
stockholders (and the definitive agreements for such transaction must also contain a non-waivable condition that the transaction has been approved by the majority of our stockholders, excluding Sibelco and any Sibelco-related party).
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a grant to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based
plans or other compensation agreements;
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any acquisition by us of the stock, assets, properties or business of any person;
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a stock split, stock dividend or any similar recapitalization; or
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any issuance of warrants or other similar rights to purchase our common stock to lenders or other institutional investors in any arm’s length transaction providing
debt financing to us or any of our subsidiaries approved by our Board.
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sell, market or distribute: (1) silica sand, calcium carbonate, lime, feldspathics, clay (including ball clay and kaolin), nepheline syenite, coated materials,
phenolic resins and coated materials, and Black Lab materials and services, or other energy focused minerals (including API Barite and API Bentonite) (collectively, the “Covia Products”); (2) recycled materials (other than recycled glass
or as otherwise agreed between Covia and Sibelco); or (3) any product that is not a Covia Product ((2) and (3) being referred to herein as the “Sibelco Products”) to customers in the energy, foundry, glass, construction and building,
sports and recreation, retail and DIY, biomass, ceramics, chemicals and agriculture industries (“Covia Markets”) in the U.S. and its overseas territories, Canada or Mexico (collectively, the “Covia Territories”);
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sell, market or distribute the Covia Products to customers in the energy market anywhere in the world;
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sell, market or distribute silica sand and coated silica sand to customers in the water treatment market in the Covia Territories;
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sell, market or distribute the Covia Products for foundry applications outside of the Covia Territories to customers that were foundry customers of Fairmount Santrol
at the effective time of the Non-Compete Agreement;
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sell, market, distribute or produce coated products to or for customers in the energy market anywhere in the world;
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sell, market or distribute Black Lab products in existing markets as of the effective time of the Non-Compete Agreement; and
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produce any Covia Products in any of the Covia Territories.
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sell, market or distribute the Covia Products or Sibelco Products to customers in the Covia Markets (other than the energy market) anywhere outside of the Covia
Territories;
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sell, market or distribute the Covia Products or Sibelco Products or provide any services to customers in markets other than the Covia Markets anywhere in the world;
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produce the Covia Products (other than coated products for energy markets) anywhere outside of the Covia Territories, except for raw frac sand in any jurisdiction
where Unimin or its controlled affiliates engaged in an acquisition or investment opportunity for raw frac sand with respect to which Sibelco and its controlled affiliates failed to exercise their ROFO Opportunity (as defined below) in
accordance with the Non-Compete Agreement; and
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produce the Sibelco Products or provide any services anywhere in the world.
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Director
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Audit
Committee |
Compensation
Committee |
Governance
Committee |
Executive
Committee
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Mr. Conway
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Mr. Decat
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Ms. Deckard
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Mr. Deleersnyder
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Mr. Delloye
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Mr. Fowler
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Mr. Hadden
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Mr. Kelly
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Mr. Labroue
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Mr. Lambrechts
|
M
|
|||||||
Mr. LeBaron
|
M
|
|||||||
Mr. Navarre
|
C
|
C
|
||||||
Mr. Scofield
|
M
|
M |
Denotes a member of the committee.
|
C |
Denotes the chair of the committee.
|
• |
the name and address of the stockholder intending to make such nomination;
|
• |
the class or series and number of our shares of common stock which are directly or indirectly, owned beneficially and of record by such stockholder and any of the
following: (1) any Derivative Instrument (as such term is defined in our Bylaws) directly or indirectly owned beneficially by such stockholder, (2) any other direct or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of our shares of common stock directly or indirectly owned by such stockholder, (3) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, if
any, has a right to vote any shares of any of our securities, (4) any short interest (as such term is defined in our Bylaws) in any of our securities directly or indirectly owned by such stockholder, (5) any rights to dividends on our
shares owned beneficially by such stockholder that are separate or separable from the underlying shares of Covia, (6) any proportionate interest in our shares or any Derivative Instruments held directly or indirectly by a general or limited
partnership in which such stockholder is a general partner or directly or indirectly owns an interest as a general partner and (7) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on
any increase or decrease in the value of our shares or any Derivative Instruments as of the date of the notice;
|
• |
any other information relating to the proposed nominee that would be disclosed in proxy solicitations under applicable SEC rules, including the individual’s written
consent to be named in the proxy statement as a nominee and to serve as a director, if elected;
|
• |
a representation that the stockholder was a holder of record of our stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting
to bring such nomination before the meeting;
|
• |
a representation as to whether such stockholder intends to, or is part of a group that intends to, deliver a proxy statement or form of proxy to holders of at least
the percentage of voting power of Covia required to elect the nominee and/or otherwise solicit proxies from stockholders in support of such nomination; and
|
• |
disclosure of all direct or indirect compensation and other material monetary agreements, arrangements and understandings during the past three years and any other
material relationships between such stockholder and its affiliates or associates, or any others acting in concert therewith, on the one hand, and each proposed nominee and his or her affiliates and associates, or any others acting in
concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the nominating stockholder, or any affiliate or associate thereof or person acting in concert
therewith, were the “registrant” for purposes of Item 404 and the nominee were a director or executive officer of the registrant.
|
Name and Address of Beneficial Owner
|
Number of Shares of
Common Stock |
Percent of Class
|
||
SCR-Sibelco NV (
1
)
Plantin en Moretuslei 1A
B-2018 Antwerp, Belgium
|
86,019,653
|
65.6%
|
||
SailingStone Capital Partners LLC
(
2
)
One California Street, 30
th
Floor
San Francisco, CA 94111
|
12,997,906
|
9.91%
|
||
ASP FML Holdings, LLC
(
3
)
c/o American Securities LLC
299 Park Avenue, 34
th
Floor
New York, NY 10171
|
9,631,325
|
7.2%
|
( 1 ) |
The information is based on the Schedule 13G filed with the SEC on February 4, 2019 by Sibelco reporting on beneficial ownership as of December 31, 2018. According to
the filing, Sibelco has sole voting power and sole dispositive power with respect to 86,019,653 shares of common stock.
|
( 2 ) |
The information is based on the Schedule 13G/A (Amendment No. 1) filed with the SEC on February 8, 2019 by SailingStone Capital Partners LLC (“SailingStone”) reporting
on beneficial ownership as of December 31, 2018. According to the filing, SailingStone has sole voting power and sole dispositive power with respect to 12,997,906 shares of common stock. The filing indicates that SailingStone Holdings
LLC, MacKenzie B. Davis, and Kenneth L. Settles Jr. share voting and dispositive power with respect to all such shares.
|
( 3 ) |
The information is based on the Schedule 13G filed with the SEC on June 11, 2018 by ASP FML Holdings, LLC (“ASP FML”) reporting on beneficial ownership as of June 1,
2018. According to the filing, ASP FML
has shared voting power and shared dispositive power with respect to 9,631,325 shares of common stock
.
Furthermore, according to this filing, (i) ASP FML Investco, LLC (“ASPFML Investco”), the owner of a majority of the membership interests in ASPFML Holdings, has shared voting power and shared dispositive power with respect to
8,576,406
shares of common stock, (ii) each of American Securities Partners V, L.P., American Securities Partners V(B), L.P., and American
Securities Partners V(C), L.P. (together, the “Sponsors”), and ASP FML Co-Invest I, LLC (“ASPFML Coinvest”), the owners of a majority of the membership interests in ASPFML Investco, has shared voting power and shared dispositive power with
respect to
6,152,064
,
79,490, 96,177
and
2,246,955
shares of common stock, respectively, (iii) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor, has
shared voting power and shared dispositive power with respect to
6,327,731
shares of common stock, (iv) American Securities LLC (“ASLLC”),
which provides investment advisory services to each Sponsor and to the GP, has shared voting power and shared dispositive power with respect to
6,327,731
shares of common stock and (v) ASP Manager Corp., a wholly owned subsidiary of ASLLC and the manager of ASPFML Holdings, ASPFML Investco, and ASPFML Coinvest has shared voting power and shared dispositive power with respect to
9,631,325
shares of common stock
.
|
Name of Beneficial Owner
|
Number of Shares of
Common Stock |
Percent of Class (
1
)
|
||
Jenniffer D. Deckard (
2
)
|
992,597
|
*
|
||
Andrew D. Eich
|
─
|
*
|
||
Campbell Jones
|
─
|
*
|
||
Gerald L. Clancey (
3
)
|
955,261
|
*
|
||
Chadwick P. Reynolds
|
─
|
*
|
||
Brian J. Richardson
(
4
)
|
56,467
|
*
|
||
Richard M. Solazzo
|
─
|
*
|
||
Mark B. Oskam (
5
)
|
─
|
*
|
||
William E. Conway
(
6
)
|
192,204
|
*
|
||
Kurt Decat
|
─
|
*
|
||
Jean-Luc Deleersnyder
|
─
|
*
|
||
Michel Delloye
|
─
|
*
|
||
Charles D. Fowler (
7
)
|
1,915,468
|
1.46%
|
||
Stephen J. Hadden
|
13,998
|
*
|
||
William P. Kelly (
8
)
|
34,166
|
*
|
||
Jean-Pierre Labroue
|
─
|
*
|
||
Olivier Lambrechts
|
─
|
*
|
||
Matthew F. LeBaron
|
12,582
|
*
|
||
Richard A. Navarre
|
─
|
*
|
||
Jeffrey B. Scofield
|
─
|
*
|
||
All directors and executive officers as a group (21 persons)
|
4,172,743
|
3.18%
|
* |
Represents less than 1.0% of our outstanding common stock.
|
( 1 ) |
The percentage identified in the “Percent of Class” column is based on the number of our shares of common stock outstanding as of the Record Date, as disclosed on page
1
of this Proxy Statement.
|
( 2 ) |
Includes (i) 117,857 shares held f/b/o Abbey Jo Deckard Trust, (ii) 117,857 shares held f/b/o Connor John Deckard Trust, (iii) 419,653 shares held under the Jenniffer
D. Deckard Family Trust U/A/D dated February 28, 2010 and (iv) 20,400 shares held under the Daryl K. Deckard Irrevocable Trust dated August 29, 2014 (collectively, the “Deckard Trusts”). Given Ms. Deckard’s position as trustee of each of
the Deckard Trusts, Ms. Deckard is deemed to have sole voting power and investment power over the shares held by the Deckard Trusts. The reported amount also includes 70,720 shares held under the Jenniffer D. Deckard Irrevocable Trust
dated December 27, 2012 (“JDD Trust”). Given Ms. Deckard’s spouse’s position as trustee of the JDD Trust, Ms. Deckard may be deemed to have shared voting power and investment power over the shares held by the JDD Trust. In addition, the
reported amount includes 77,306 shares of common stock held by the 401(k) Plan with respect to which Ms. Deckard has sole voting power and investment power, and 801 shares of common stock beneficially owned by Mr. Deckard’s spouse. The
reported amount also includes options to purchase 141,655 shares of common stock that are exercisable within 60 days of the Record Date, and options to purchase 4,911 shares of common stock that are exercisable by Ms. Deckard’s spouse
within 60 days of the Record Date.
|
( 3 ) |
Includes 505,811 shares held under the Gerald L. Clancey Trust No. 1 and 20,087 shares held under the Gerald L. Clancey Grantor Retained Annuity Trust No. 1.
(together, the “Clancey Trusts”). Given Mr. Clancey’s position as trustee of the Clancey Trusts, Mr. Clancey has sole voting power and investment power over the shares held by the Clancey Trusts. The reported amount also includes 88,400
shares held under the Gerald L. Clancey Irrevocable Trust dated December 13, 2012 (“GLC Trust”), and 88,400 shares held under The Connie J. Clancey Irrevocable Trust for the benefit of Gerald L. Clancey (“CLC Trust”). Given Mr. Clancey’s
spouse’s position as Trustee of the CLC Trust, Mr. Clancey may be deemed to have shared voting power and investment power over the shares held by the CLC Trust. Given Mr. Clancey’s position as trustee of the GLC Trust, Mr. Clancey has sole
voting power and investment power over the shares held in the GLC Trust. The reported amount also includes 65,286 shares of common stock held in the 401(k) Plan over which Mr. Clancey has sole voting power and investment power, and options
to purchase 167,322 shares of common stock that are exercisable within 60 days of the Record Date.
|
( 4 ) |
Includes 1,554 shares of common stock held by the 401(k) Plan with respect to which Mr. Richardson has sole voting power and investment power, and options to purchase
16,970 shares of common stock that are exercisable within 60 days of the Record Date.
|
(5) |
Mr. Oskam’s employment with us terminated on January 19, 2019.
|
( 6 ) |
Includes 39,916 shares held under the Mary F. Conway Declaration of Trust dated December 13, 1980 (“Mary Conway Trust”), 98,290 shares held under the Under Trust
Agreement dated March 10, 1992 (“Conway UTA”), and 40,000 shares held under the William E. Conway IRA Standard – Traditional IRA. Given Mr. Conway’s spouse’s position as trustee under the Mary Conway Trust, Mr. Conway may be deemed to have
shared voting power and investment power over the shares held by the Mary Conway Trust. Given Mr. Conway’s position as trustee under the Conway UTA, Mr. Conway has sole voting power and investment power over the shares held by the Conway
UTA.
|
( 7 ) |
Includes 33,200 shares held under the Charles D. Fowler Grantor Retained Annuity Trust dated May 18, 2018. Given Mr. Fowler’s position as trustee under the Charles D.
Fowler Grantor Retained Annuity Trust, Mr. Fowler is deemed to have voting power and investment power over the shares held by the trust. Includes 1,534,937 shares held under the Charles D. Fowler Declaration of Trust dated September 26,
1991, as amended to date (“Fowler Trust”). Given the revocable nature of the Fowler Trust, Mr. Fowler is deemed to have sole voting power and investment power over the shares held by the Fowler Trust.
|
( 8 ) |
Includes options to purchase 11,900 shares of common stock that are exercisable within 60 days of the Record Date.
|
Executive
|
Title
|
|
Jenniffer D. Deckard
|
President and CEO
|
|
Campbell Jones
|
Executive Vice President and Chief Operating Officer
(and former CEO of Unimin)
|
|
Andrew D. Eich
|
Executive Vice President and Chief Financial Officer
(and former Chief Commercial Officer and Principal Financial Officer of Unimin)
|
|
Gerald L. Clancey
|
Executive Vice President and Chief Commercial Officer
|
|
Brian J. Richardson
|
Executive Vice President and Chief Administrative Officer
|
|
Chadwick P. Reynolds
|
Executive Vice President, General Counsel and Secretary
|
|
Richard M. Solazzo
|
Former Senior Vice President, General Counsel and Secretary of Unimin
|
|
Mark B. Oskam
|
Former Senior Vice President, Corporate Development of Unimin
|
• |
enable us to attract, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our short-term and long-term
business objectives;
|
• |
maximize our executive officers’ long-term commitment to our success by providing compensation elements that align their interests with the interests of our
stockholders by linking compensation elements directly to financial metrics that the Committee believes influence the creation of long-term stockholder value; and
|
• |
reward our executive officers upon the achievement of short-term and long-term business objectives and the creation of stockholder value.
|
• |
emphasize pay-for-performance and encourage retention of executive officers who contribute to our performance;
|
• |
maintain an appropriate balance between base salary and short-term and long-term incentive compensation;
|
• |
link incentive compensation to the achievement of goals recommended by the Committee and set by all non-employee directors;
|
• |
align the interests of our executive officers with those of our stockholders;
|
• |
evaluate CEO performance against short-term and long-term performance goals;
|
• |
require the achievement of threshold performance levels to earn payouts under short-term and long-term performance-based incentives;
|
• |
convene an executive session of the Committee (without management) at least once annually;
|
• |
recuse our CEO from deliberations and voting regarding his or her compensation;
|
• |
consult our CEO, on an advisory basis only, on the compensation awarded to our other named executive officers;
|
• |
conduct a thorough annual review and analysis of the recent compensation history of each named executive officer and all forms of compensation to which the executive
may be entitled;
|
• |
consider executive compensation data from peers; and
|
• |
make recommendations on named executive officer compensation to the non-management directors of our Board after the Committee completes a thorough review and analysis.
|
• |
The Fairmount Santrol Retirement Savings Plan (“Fairmount 401(k) Plan”) provides benefits under Section 401(k) of the Internal Revenue Code (“Code”) to employees,
including Ms. Deckard, Mr. Clancey, Mr. Richardson and Mr. Reynolds, who are permitted to contribute a portion of their base compensation and bonus to a tax-qualified retirement account. The Fairmount 401(k) Plan also includes a defined
contribution profit sharing provision in which our employees may participate. Ms. Deckard, Mr. Clancey and Mr. Richardson participate in the profit sharing provision of the Fairmount 401(k) Plan.
|
• |
The Fairmount Minerals Supplemental Executive Retirement Plan (“Fairmount SERP”) provides employees, including Ms. Deckard, Mr. Clancey, Mr. Richardson and Mr.
Reynolds, with non-qualified deferred compensation benefits intended to restore the benefits that are reduced under the Fairmount 401(k) Plan due to contribution limitations imposed by the Code. Ms. Deckard, Mr. Clancey and Mr. Richardson
participate in the Fairmount SERP.
|
• |
The Unimin Corporation Pension Plan (“Unimin Pension Plan”) is a tax-qualified defined benefit pension plan in which Mr. Jones and Mr. Solazzo are the only of our
named executive officers who participate.
|
• |
The Unimin Pension Restoration Plan ensures that employees whose benefits under the Unimin Pension Plan, including Mr. Jones and Mr. Solazzo, would otherwise be
limited by the Code receive the full benefit anticipated under the Unimin Pension Plan.
|
• |
The Unimin Corporation Savings Plan (“Unimin 401(k) Plan”) provides benefits under Section 401(k) of the Code to employees, including Mr. Jones, Mr. Eich, Mr. Solazzo
and Mr. Oskam, who are permitted to contribute a portion of their base compensation and bonus to a tax-qualified retirement account. The Unimin 401(k) Plan also includes an annual non-elective company contribution, except for those
individuals that continue to accrue benefits under the Unimin Pension Plan, including Mr. Jones and Mr. Solazzo.
|
Adjusted EBITDA
|
Adjusted Cash Flow
|
Synergy Savings
|
||||||||||
Performance
Goal |
Payout as (%)
of Target |
Performance
Goal |
Payout as (%)
of Target |
Performance
Goal |
Payout as (%)
of Target |
|||||||
Threshold
|
$277.1 million
|
0
|
$191.5 million
|
0
|
$23.6 million
|
0
|
||||||
Target
|
$413.5 million
|
100
|
$285.9 million
|
100
|
$35.1 million
|
100
|
||||||
Maximum
|
$537.6 million
|
200
|
$371.6 million
|
200
|
$45.7 million
|
200
|
Executive
|
Threshold
|
Target
|
Maximum
|
2018 Award Earned
|
||||||||
% of Salary
|
Potential
Payout ($) |
% of Salary
|
Potential
Payout ($) |
% of Salary
|
Potential
Payout ($) |
% of Salary
|
Actual
Payout ($) |
|||||
Ms. Deckard
|
0.1
|
537
|
115.0
|
536,667
|
230.0
|
1,073,333
|
46.0
|
214,667
|
||||
Mr. Eich
|
0.1
|
219
|
75.0
|
218,750
|
150.0
|
437,500
|
30.0
|
87,500
|
||||
Mr. Jones
|
0.1
|
317
|
75.0
|
317,188
|
150.0
|
634,375
|
30.0
|
126,875
|
||||
Mr. Clancey
|
0.1
|
197
|
75.0
|
196,875
|
150.0
|
393,750
|
30.0
|
78,750
|
||||
Mr. Richardson
|
0.1
|
182
|
75.0
|
181,563
|
150.0
|
363,125
|
30.0
|
72,625
|
||||
Mr. Reynolds
(
1
)
|
0.1
|
56
|
75.0
|
95,769
|
150.0
|
191,538
|
30.0
|
38,308
|
||||
Mr. Solazzo
|
0.1
|
92
|
45.0
|
91,875
|
90.0
|
183,750
|
18.0
|
36,750
|
||||
Mr. Oskam
|
0.1
|
126
|
60.0
|
125,685
|
120.0
|
251,370
|
24.0
|
50,274
|
( 1 ) |
The 2018 award earned by Mr. Reynolds was prorated based on his commencing employment with us on September 10, 2018.
|
Executive
|
Recommended Value of Annual
Long-Term Incentive Award ($) |
Adjustment to Long-Term
Incentive Award ($) |
Actual Value of Long-Term
Incentive Award Granted ($) |
|||
Ms. Deckard
|
1,600,000
|
1,030,000
|
570,000
|
|||
Mr. Eich
|
875,000
|
200,000
|
675,000
|
|||
Mr. Jones
|
1,087,500
|
423,000
|
664,500
|
|||
Mr. Clancey
|
787,500
|
454,616
|
332,884
|
|||
Mr. Richardson
|
622,500
|
392,500
|
230,000
|
|||
Mr. Reynolds (
1
)
|
0
|
0
|
0
|
|||
Mr. Solazzo
|
0
|
0
|
0
|
|||
Mr. Oskam
|
0
|
0
|
0
|
( 1 ) |
Mr. Reynolds commenced employment with us on September 10, 2018.
|
• |
our performance in 2018 and how our performance compared to our goals;
|
• |
assessments of the executive’s individual performance and leadership in 2018, and the potential for future contributions to our business and operations;
|
• |
achievement of long-term strategic and short-term business goals;
|
• |
the nature and scope of the executive’s responsibilities and effectiveness in leading our initiatives to improve cash flow, reduce net debt, improve profitability and
promote safety;
|
• |
desired competitive positioning of compensation;
|
• |
retention needs; and
|
• |
the compensation practices of our Peer Group.
|
Executive
|
2019
Base Salary
($)
|
2019 Target Short-Term
Incentive Opportunity
(% of Salary)
|
2019 Target Long-Term
Incentive Opportunity
(% of Salary)
|
Total 2019 Target Direct
Compensation
($)
|
||||
Ms. Deckard
|
800,000
|
115
|
200
|
3,320,000
|
||||
Mr. Eich
|
500,000
|
75
|
175
|
1,750,000
|
||||
Mr. Jones
|
725,000
|
75
|
150
|
2,356,250
|
||||
Mr. Clancey
|
450,000
|
75
|
175
|
1,575,000
|
||||
Mr. Richardson
|
415,000
|
75
|
150
|
1,348,750
|
||||
Mr. Reynolds
|
415,000
|
75
|
125
|
1,245,000
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($) (
1
)
|
Stock
Awards
($) (
2
)
|
Non-Equity
Incentive Plan Compensation
($) (
3
)
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
($) (
4
)
|
All Other
Compensation
($) (
5
)
|
Total
($)
|
||||||||
Jenniffer D. Deckard
(
6
)
President and Chief Executive Officer of Covia
|
2018
|
466,667
|
400
|
499,765
|
214,667
|
─
|
4,068
|
1,185,566
|
||||||||
Andrew D. Eich
Executive Vice President and
Chief Financial Officer of Covia (former Chief Commercial Officer and Principal Financial Officer of Unimin)
|
2018
|
467,100
|
250,000
|
591,841
|
229,233
|
─
|
350,817
|
1,888,991
|
||||||||
2017
|
408,250
|
76,500
|
─
|
320,600
|
─
|
32,963
|
838,286
|
|||||||||
Campbell Jones
Executive Vice President and
Chief Operating Officer
(former Chief Executive Officer of Unimin)
|
2018
|
752,277
|
423,000
|
582,636
|
405,185
|
37,466
|
769,656
|
2,970,219
|
||||||||
2017
|
751,319
|
101,500
|
─
|
584,736
|
38,928
|
396,903
|
1,873,386
|
|||||||||
Gerald L. Clancey
(
6
)
Executive Vice President and
Chief Commercial Officer of Covia
|
2018
|
262,500
|
400
|
291,875
|
78,750
|
─
|
4,983
|
638,508
|
||||||||
Brian J. Richardson
(
6
)
Executive Vice President and
Chief Administrative Officer of Covia
|
2018
|
242,083
|
400
|
201,654
|
72,625
|
─
|
2,573
|
519,335
|
||||||||
Chadwick P. Reynolds
(
7
)
Executive Vice President, General Counsel and Secretary of Covia
|
2018
|
129,022
|
225,000
|
─
|
38,308
|
─
|
11,582
|
403,911
|
||||||||
Richard M. Solazzo
Former Senior Vice President, General Counsel and Secretary of Unimin
|
2018
|
368,600
|
101,750
|
─
|
93,150
|
31,907
|
849,144
|
1,444,551
|
||||||||
Mark B. Oskam
(
8
)
Former Senior Vice President, Corporate Development of Unimin
|
2018
|
354,825
|
150,000
|
─
|
157,256
|
─
|
36,104
|
698,203
|
||||||||
2017
|
338,400
|
76,500
|
─
|
244,600
|
─
|
33,309
|
692,809
|
( 1 ) |
The amounts in this column for 2018 reflect: (a) safety incentives for Ms. Deckard, Mr. Clancey and Mr. Richardson; (b) Merger completion bonuses for Mr. Jones and Mr.
Oskam; (c) a Merger completion bonus ($200,000) and a relocation bonus ($50,000) for Mr. Eich; (d) a Merger completion bonus ($101,000) and long-service award ($750) for Mr. Solazzo; and (e) a sign-on bonus ($200,000) and discretionary
performance bonus ($25,000) for Mr. Reynolds. The amounts in this column for 2017 reflect discretionary performance bonuses for Mr. Jones, Mr. Eich and Mr. Oskam that were not awarded pursuant to the terms of a non-equity incentive plan.
|
(2 ) |
The amounts in this column reflect the grant date fair value for restricted stock units for the named executive officers with respect to the fiscal year in accordance
with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the named executive officers with respect to such awards. The grant date fair value of the restricted stock units was determined by
multiplying the closing price of our common stock on the NYSE on the date of grant ($18.56) by the number of shares of restricted stock units granted. Assumptions used in the calculation of these amounts are included in Note 16 to our
audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
|
( 3 ) |
The amounts in this column reflect the non-equity incentive plan awards earned by the named executive officers for 2018 and 2017.
|
( 4 ) |
The amounts in this column represent the year-over-year increase in the present value of the accumulated benefit for Mr. Jones and Mr. Solazzo under Unimin’s pension
plan.
|
( 5 ) |
For 2018, the amounts in this column include the following compensation for the executives, as more fully described in the table included with this footnote:
|
a. |
Matching and non-elective contributions made by us pursuant to our 401(k) plan;
|
b. |
Pension benefit allocation made by us pursuant to the Unimin Pension Restoration Plan;
|
c. |
Life insurance premium payments;
|
d. |
Long-term disability insurance premium payments;
|
e. |
The cost to us associated with the executive’s use of an automobile or the cash allowance provided in lieu of an automobile;
|
f. |
Other personal benefits in the form of (i) relocation benefits in connection with our request that Mr. Eich relocate from Connecticut to our principal office in Ohio,
(ii) expatriate benefits and housing allowance pursuant to Mr. Jones’ employment agreement with Unimin in connection with his prior relocation from Australia to the U.S. to lead the legacy Unimin business, (iii) a charitable matching gift
provided by us at Mr. Richardson’s request, and (iv) the transition payment associated with Mr. Solazzo’s retention agreement with Unimin; and
|
g. |
Tax gross-up payments on the other personal benefits related to Mr. Eich’s relocation bonus and expenses and Mr. Jones’ expatriate and housing allowance.
|
Name
|
401(k) Plan
Matching Contributions
($)
|
401(k) Plan
Non-Elective Contributions
($)
|
Unimin
Pension Restoration Plan Allocation
($)
|
Life
Insurance
Premiums
($)
|
Long-Term
Disability Insurance Premiums ($) |
Automobile
Use or
Allowance
($)
|
Other Personal
Benefits
($)
|
Tax Gross-Up
Payments
($)
|
||||||||
Ms. Deckard
|
─
|
─
|
─
|
3,442
|
625
|
─
|
─
|
─
|
||||||||
Mr. Eich
|
9,625
|
10,800
|
─
|
3,051
|
869
|
13,072
|
154,425
|
159,155
|
||||||||
Mr. Jones
|
9,625
|
─
|
66,954
|
3,066
|
869
|
12,561
|
375,561
|
301,020
|
||||||||
Mr. Clancey
|
─
|
─
|
─
|
2,033
|
755
|
2,195
|
─
|
─
|
||||||||
Mr. Richardson
|
─
|
─
|
─
|
473
|
1,260
|
─
|
1,000
|
─
|
||||||||
Mr. Reynolds
|
─
|
─
|
─
|
318
|
264
|
─
|
─
|
─
|
||||||||
Mr. Solazzo
|
9,625
|
─
|
24,098
|
2,274
|
869
|
12,942
|
799,336
|
─
|
||||||||
Mr. Oskam
|
9,625
|
10,800
|
─
|
2,331
|
869
|
12,479
|
─
|
─
|
( 6 ) |
Ms. Deckard, Mr. Clancey and Mr. Richardson began employment with us on June 1, 2018, in connection with the closing of the Merger.
|
( 7 ) |
Mr. Reynolds began his employment with us on September 10, 2018.
|
( 8 ) |
Mr. Oskam’s employment with us terminated on January 18, 2019.
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards ( 1 ) |
Estimated Future Payouts Under Equity
Incentive Plan Awards |
All Other
Stock Awards: Number of Shares of Stock or Units (#) ( 2 ) |
Grant Date
Fair Value of Stock Awards ($) ( 3 ) |
|||||||||||||||
Name
|
Grant Date
|
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|||||||||||
Ms. Deckard
|
─
|
537
|
536,667
|
1,073,333
|
─
|
─
|
─
|
─
|
─
|
|||||||||
07/02/2018
|
─
|
─
|
─
|
─
|
─
|
─
|
26,927
|
499,765
|
||||||||||
Mr. Eich
|
─
|
219
|
218,750
|
437,500
|
─
|
─
|
─
|
─
|
─
|
|||||||||
─
|
1,090
|
109,025
|
141,733
|
─
|
─
|
─
|
─
|
─
|
||||||||||
07/02/2018
|
─
|
─
|
─
|
─
|
─
|
─
|
31,888
|
591,841
|
||||||||||
Mr. Jones
|
─
|
317
|
317,188
|
634,375
|
─
|
─
|
─
|
─
|
─
|
|||||||||
─
|
2,141
|
214,084
|
279,310
|
─
|
─
|
─
|
─
|
─
|
||||||||||
07/02/2018
|
─
|
─
|
─
|
─
|
─
|
─
|
31,392
|
582,636
|
||||||||||
Mr. Clancey
|
─
|
197
|
196,875
|
393,750
|
─
|
─
|
─
|
─
|
─
|
|||||||||
07/02/2018
|
─
|
─
|
─
|
─
|
─
|
─
|
15,726
|
291,875
|
||||||||||
Mr. Richardson
|
─
|
182
|
181,563
|
363,125
|
─
|
─
|
─
|
─
|
─
|
|||||||||
07/02/2018
|
─
|
─
|
─
|
─
|
─
|
─
|
10,865
|
201,654
|
||||||||||
Mr. Reynolds
|
─
|
56
|
95,769
|
191,538
|
─
|
─
|
─
|
─
|
─
|
|||||||||
Mr. Solazzo
|
─
|
92
|
91,875
|
183,750
|
─
|
─
|
─
|
─
|
─
|
|||||||||
─
|
433
|
43,338
|
56,339
|
─
|
─
|
─
|
─
|
─
|
||||||||||
Mr. Oskam
|
─
|
126
|
125,685
|
251,370
|
─
|
─
|
─
|
─
|
─
|
|||||||||
─
|
823
|
82,294
|
106,982
|
─
|
─
|
─
|
─
|
─
|
( 1 ) |
The amounts in these columns represent the threshold, target and maximum payouts that each named executive officer was eligible to receive under our 2018 short-term
incentive plan awards (1) for the seven-month post-Merger period for all named executive officers and (2) for the five-month pre-Merger period for Mr. Eich, Mr. Jones, Mr. Solazzo and Mr. Oskam). The amount of these awards actually earned
are included for 2018 in the Summary Compensation Table as non-equity incentive plan compensation. Further detail regarding the 2018 short-term incentive plan awards may be found in “Executive Compensation for 2018 – Short-Term Incentive
Compensation for 2018” section of the CD&A.
|
( 2 ) |
This amounts in this column reflect restricted stock unit awards that vest ratably over a three-year period in one-third increments beginning on July 2, 2019, subject
to the named executive officer’s continued employment on the applicable vesting date. A recipient of restricted stock units does not have the rights of a stockholder, but is entitled to a dividend equivalent payment equal to any cash
dividends paid by us while the recipient holds unvested restricted stock units. Further detail regarding the 2018 restricted stock unit awards may be found in “Executive Compensation for 2018 – Long-Term Equity Incentive Compensation for
2018” section of the CD&A.
|
( 3 ) |
The amounts in this column reflect the grant date fair value for the restricted stock units awarded to the named executive officers in 2018 calculated in accordance
with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
|
Option/SARs Awards
|
Stock Awards
|
|||||||||||||||||
Name
|
Number
of
Securities
Underlying Unexercised Options Exercisable (#) |
Number
of
Securities
Underlying Unexercised Options
Unexercisable
(#) (
1
)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date |
Number
of Shares or Units of Stock That Have Not Vested
(#) (
2
)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($) (
3
)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||
Ms. Deckard
|
66,763
|
0
|
0
|
7.15
|
10/1/2019
|
─
|
─
|
─
|
─
|
|||||||||
20,400
|
0
|
0
|
17.85
|
12/7/2020
|
─
|
─
|
─
|
─
|
||||||||||
17,000
|
0
|
0
|
52.30
|
12/10/2023
|
─
|
─
|
─
|
─
|
||||||||||
7,140
|
0
|
0
|
80.00
|
10/2/2024
|
─
|
─
|
─
|
─
|
||||||||||
0
|
8,800
|
0
|
44.15
|
5/15/2025
|
─
|
─
|
─
|
─
|
||||||||||
15,716
|
7,884
|
0
|
10.20
|
3/1/2026
|
─
|
─
|
─
|
─
|
||||||||||
3,376
|
6,764
|
0
|
50.15
|
3/1/2027
|
─
|
─
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
877
|
2,999
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
1,640
|
5,609
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
16,400
|
56,088
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
12,001
|
41,043
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
37,460
|
128,113
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
26,927
|
92,090
|
─
|
─
|
||||||||||
Mr. Eich
|
─
|
─
|
─
|
─
|
─
|
31,888
|
109,057
|
─
|
─
|
|||||||||
Mr. Jones
|
─
|
─
|
─
|
─
|
─
|
31,392
|
107,361
|
─
|
─
|
|||||||||
Mr. Clancey
|
74,800
|
0
|
0
|
7.15
|
10/1/2019
|
─
|
─
|
─
|
─
|
|||||||||
51,000
|
0
|
0
|
17.85
|
12/7/2020
|
─
|
─
|
─
|
─
|
||||||||||
17,000
|
0
|
0
|
52.30
|
12/10/2023
|
─
|
─
|
─
|
─
|
||||||||||
7,140
|
0
|
0
|
80.00
|
10/2/2024
|
─
|
─
|
─
|
─
|
||||||||||
0
|
8,800
|
0
|
44.15
|
5/15/2025
|
─
|
─
|
─
|
─
|
||||||||||
9,590
|
4,810
|
0
|
10.20
|
3/1/2026
|
─
|
─
|
─
|
─
|
||||||||||
1,491
|
2,989
|
0
|
50.15
|
3/1/2027
|
─
|
─
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
877
|
2,999
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
1,640
|
5,609
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
10,200
|
34,884
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
8,700
|
29,754
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
6,489
|
22,192
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
16,540
|
56,567
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
15,726
|
53,783
|
─
|
─
|
||||||||||
Mr. Richardson
|
0
|
20,000
|
0
|
44.75
|
6/1/2025
|
─
|
─
|
─
|
─
|
|||||||||
9,590
|
4,810
|
0
|
10.20
|
3/1/2026
|
─
|
─
|
─
|
─
|
||||||||||
1,285
|
2,575
|
0
|
50.15
|
3/1/2027
|
─
|
─
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
3,000
|
10,260
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
10,200
|
34,884
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
2,800
|
9,576
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
5,021
|
17,172
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
14,260
|
48,769
|
─
|
─
|
||||||||||
─
|
─
|
─
|
─
|
─
|
10,865
|
37,158
|
─
|
─
|
||||||||||
Mr. Reynolds
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
|||||||||
Mr. Solazzo
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
|||||||||
Mr. Oskam
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
( 1 ) |
The stock options reported in this column have a 10-year term, and the vesting dates for each unexercisable stock option as of the end of 2018 is as follows (with a
prorated portion of each award scheduled to vest annually):
|
Name
|
Number of Securities Underlying
Unexercised Options Unexercisable
(#)
|
Vesting Dates
|
||
Ms. Deckard
|
8,800
7,884
6,764
|
12/31/2019
3/1/2019
3/1/2019, 3/1/2020
|
||
Mr. Clancey
|
8,800
4,810
2,989
|
12/31/2019
3/1/2019
3/1/2019, 3/1/2020
|
||
Mr. Richardson
|
20,000
4,810
2,575
|
12/31/2019
3/1/2019
3/1/2019, 3/1/2020
|
( 2 ) |
Shares of common stock reported in this column underlie unvested restricted stock unit awards as of the end of 2018. The vesting dates following the end of 2018 for
each award of restricted stock units are as follows (with a prorated portion of each award scheduled to vest annually):
|
Name
|
Number of Shares of Restricted Stock or
Restricted Stock Units That Have Not Vested
(#)
|
Vesting Dates
|
||
Ms. Deckard
|
877
1,640
16,400
12,001
37,460
26,927
|
12/31/2019
12/31/2020
3/1/2019, 3/1/2020
3/1/2019, 3/1/2020, 3/1/2021
3/1/2019, 3/1/2020, 3/1/2021, 3/1/2022
7/2/2019, 7/2/2020, 7/2/2021
|
||
Mr. Eich
|
31,888
|
7/2/2019, 7/2/2020, 7/2/2021
|
||
Mr. Jones
|
31,392
|
7/2/2019, 7/2/2020, 7/2/2021
|
||
Mr. Clancey
|
877
1,640
10,200
8,700
6,489
16,540
15,726
|
12/31/2019
12/31/2020
3/1/2019, 3/1/2020
3/7/2019, 3/7/2020
3/1/2019, 3/1/2020, 3/1/2021
3/1/2019, 3/1/2020, 3/1/2021, 3/1/2022
7/2/2019, 7/2/2020, 7/2/2021
|
||
Mr. Richardson
|
3,000
10,200
2,800
5,021
14,260
10,865
|
12/31/2020
3/1/2019, 3/1/2020
3/7/2019, 3/7/2020
3/1/2019, 3/1/2020, 3/1/2021
3/1/2019, 3/1/2020, 3/1/2021, 3/1/2022
7/2/2019, 7/2/2020, 7/2/2021
|
( 4 ) |
The market value reflected in this column is computed based on the closing market price of our common stock on the NYSE of $3.42 on December 31, 2018, the final
trading day of our last completed fiscal year.
|
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present Value of
Accumulated Benefit
($)
|
Payments During Last
Fiscal Year
($)
|
||||||||||
Mr. Jones
|
Unimin Corporation Pension Plan
|
3
|
157,066
|
0
|
||||||||||
Mr. Solazzo
|
Unimin Corporation Pension Plan
|
15
|
770,603
|
0
|
Name
|
Executive
Contributions in Last
Fiscal Year
($) ( 1 ) |
Registrant
Contributions in Last
Fiscal Year
($) ( 2 ) |
Aggregate Earnings
in Last Fiscal Year
($) ( 3 ) |
Aggregate
Withdrawals /
Distributions
($) |
Aggregate Balance
at Last Fiscal Year
End
($) |
||||||||||||
Ms. Deckard
|
37,365
|
─
|
(44,073)
|
|
─
|
536,122
|
|||||||||||
Mr. Eich
|
─
|
─
|
─
|
─
|
─
|
||||||||||||
Mr. Jones
|
─
|
66,954
|
─
|
─
|
237,688
|
||||||||||||
Mr. Clancey
|
13,145
|
─
|
(18,942)
|
|
─
|
229,682
|
|||||||||||
Mr. Richardson
|
─
|
─
|
(569)
|
|
─
|
13,622
|
|||||||||||
Mr. Reynolds
|
─
|
─
|
─
|
─
|
─
|
||||||||||||
Mr. Solazzo
|
─
|
24,098
|
─
|
─
|
195,028
|
||||||||||||
Mr. Oskam
|
─
|
─
|
─
|
─
|
─
|
( 1 ) |
The amounts in this column are included in the Salary column of the Summary Compensation Table for 2018.
|
( 2 ) |
The amounts in this column are included in the All Other Compensation column of the Summary Compensation Table for 2018.
|
( 3 ) |
The amounts in this column are not included in the Summary Compensation Table as they reflect only the earnings on the investments designated by the named executive
officer in his or her account (i.e., appreciation or decline in account value). The amounts in this column do not include any above-market or preferential earnings, as defined by Item 402(c)(2)(viii) of Regulation S-K and the instructions
thereto. The December 2018 long-term Applicable Federal Rate, compounded monthly, was 3.26%. Overall losses for the Fairmount SERP during 2018 were -7.81%.
|
Name
|
Severance
($) |
Completion
Bonus
($) |
Healthcare
Benefits
($) |
Vesting of Stock
Options
($) |
Vesting of
Restricted Stock
Units
($) |
Total
($) |
|||||||||||||||
Ms. Deckard
|
─
|
─
|
─
|
─
|
117,723
|
117,723
|
|||||||||||||||
Mr. Eich
|
─
|
─
|
─
|
─
|
36,351
|
36,351
|
|||||||||||||||
Mr. Jones
|
─
|
─
|
─
|
─
|
35,787
|
35,787
|
|||||||||||||||
Mr. Clancey
|
─
|
─
|
─
|
─
|
83,034
|
83,034
|
|||||||||||||||
Mr. Richardson
|
─
|
─
|
─
|
─
|
61,324
|
61,324
|
|||||||||||||||
Mr. Reynolds
|
─
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||
Mr. Solazzo
|
525,000
|
101,000
|
140,163
|
─
|
─
|
766,163
|
|||||||||||||||
Mr. Oskam
|
─
|
─
|
─
|
─
|
─
|
─
|
Name
|
Vesting of
Stock Options
($) |
Vesting of
Restricted
Stock Units
($) |
Total
($) |
|||||||
Ms. Deckard
|
─
|
117,723
|
117,723
|
|||||||
Mr. Eich
|
─
|
36,351
|
36,351
|
|||||||
Mr. Jones
|
─
|
35,787
|
35,787
|
|||||||
Mr. Clancey
|
─
|
83,034
|
83,034
|
|||||||
Mr. Richardson
|
─
|
61,324
|
61,324
|
|||||||
Mr. Reynolds
|
─
|
─
|
─
|
|||||||
Mr. Solazzo
|
─
|
─
|
─
|
|||||||
Mr. Oskam
|
─
|
─
|
─
|
Name
|
Severance
($)
|
Short-Term
Incentive
Bonus and
Completion
Bonus
($) (
1
)
|
Vesting of
Stock
Options
($) |
Vesting of
Restricted
Stock Units
($) |
Healthcare
Benefits
($) ( 2 ) |
Tax
Preparation
($) ( 3 ) |
Relocation
Benefits
($) ( 4 ) |
Total
($) |
|||||||||||||||||||||
Ms. Deckard
|
5,160,000
|
920,000
|
─
|
233,853
|
41,302
|
─
|
─
|
6,355,155
|
|||||||||||||||||||||
Mr. Eich
|
750,000
|
575,000
|
─
|
─
|
41,598
|
─
|
─
|
1,366,598
|
|||||||||||||||||||||
Mr. Jones
|
1,587,750
|
966,750
|
─
|
─
|
41,967
|
1,000
|
112,000
|
2,709,467
|
|||||||||||||||||||||
Mr. Clancey
|
1,800,00
|
450,000
|
─
|
152,005
|
40,382
|
─
|
─
|
2,442,387
|
|||||||||||||||||||||
Mr. Richardson
|
1,452,500
|
311,250
|
─
|
120,661
|
39,162
|
─
|
─
|
1,923,573
|
|||||||||||||||||||||
Mr. Reynolds
|
1,452,500
|
311,250
|
─
|
─
|
43,499
|
─
|
─
|
1,807,249
|
|||||||||||||||||||||
Mr. Solazzo
|
525,000
|
101,000
|
─
|
─
|
140,163
|
─
|
─
|
766,163
|
|||||||||||||||||||||
Mr. Oskam
|
538,650
|
365,460
|
─
|
─
|
43,499
|
─
|
─
|
797,609
|
( 1 ) |
For Ms. Deckard, Mr. Clancey, Mr. Richardson and Mr. Reynolds this amount is for their target short term incentive plan entitlement for 2018. For Mr. Eich, this
amount includes $375,000 for his target short term incentive plan entitlement for 2018 plus a lump sum payment of $200,000 pursuant to his completion bonus letter agreement. For Mr. Jones, this amount includes $543,750 for his target short
term incentive plan entitlement for 2018 plus a lump sum payment of 450,000AUD pursuant to his completion bonus letter agreement (which was converted to $423,000 using a fixed currency conversion rate of 1AUD equals $0.94, as provided for
in Mr. Jones’ employment agreement with Unimin that was in effect at the time the completion bonus letter agreement was entered into). For Mr. Solazzo, this amount includes a lump sum payment of $101,000 pursuant to his completion bonus
letter agreement. For Mr. Oskam, this amount includes $215,460 for his target short term incentive plan entitlement for 2018 plus a lump sum payment of $150,000 pursuant to his completion bonus letter agreement.
|
( 2 ) |
Represents the estimated premiums to be paid by us on behalf of the named executive officer for continued healthcare coverage.
|
( 3 ) |
Represents reimbursement of the estimated cost of support to complete tax returns in Australia and the U.S. for two years after termination.
|
( 4 ) |
Represents reimbursement for the estimated cost of relocating Mr. Jones and his family from the U.S. to Australia.
|
( 5 ) |
Represents the cost of executive outplacement services for 12 months.
|
• |
a lump sum severance payment equal to two times (three times in the case of Ms. Deckard) the sum of (i) the named executive officer’s base salary as of the termination
date (or, if greater, salary in effect on the first occurrence of the change in control) and (ii) the named executive officer’s target annual cash bonus for the year in which the termination occurs (or, if greater, in effect as of the
occurrence of the change in control);
|
• |
a prorated annual bonus that the named executive officer would have earned for the entire fiscal year in which the termination of employment occurs at target level
based on the number of days the named executive officer was employed during the year; and
|
• |
a lump sum payment equal to the projected cost of the continuation of group health insurance coverage for 18 months for the participant and his or her eligible
dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).
|
Name
|
Severance
($)
|
Short-Term
Incentive
and
Completion
Bonus
($) (
1
)
|
Vesting of
Stock
Options
($) ( 2 ) |
Vesting of
Restricted
Stock Units
($) ( 2 ) |
Healthcare
Benefits
($) ( 3 ) |
Tax
Preparation
($) ( 4 ) |
Relocation
Benefits ($) ( 5 ) |
Total
($) |
|||||||||||||||||||||
Ms. Deckard
|
5,160,000
|
920,000
|
─
|
325,943
|
41,302
|
─
|
─
|
6,447,245
|
|||||||||||||||||||||
Mr. Eich
|
750,000
|
575,000
|
─
|
109,056
|
41,598
|
─
|
─
|
1,475,655
|
|||||||||||||||||||||
Mr. Jones
|
1,587,750
|
966,750
|
─
|
107,361
|
41,967
|
1,000
|
112,000
|
2,709,467
|
|||||||||||||||||||||
Mr. Clancey
|
1,800,000
|
450,000
|
─
|
205,788
|
40,382
|
─
|
─
|
2,496,170
|
|||||||||||||||||||||
Mr. Richardson
|
1,452,500
|
311,250
|
─
|
157,819
|
39,162
|
─
|
─
|
1,960,731
|
|||||||||||||||||||||
Mr. Reynolds
|
1,452,500
|
311,250
|
─
|
─
|
43,499
|
─
|
─
|
1,807,249
|
|||||||||||||||||||||
Mr. Solazzo
|
525,000
|
101,000
|
─
|
─
|
140,163
|
─
|
─
|
766,163
|
|||||||||||||||||||||
Mr. Oskam
|
538,650
|
365,460
|
─
|
─
|
43,499
|
─
|
─
|
797,609
|
( 1 ) |
For Ms. Deckard, Mr. Clancey, Mr. Richardson and Mr. Reynolds this amount is for their target short term incentive plan entitlement for 2018. For Mr. Eich, this
amount includes $375,000 for his target short term incentive plan entitlement for 2018 plus a lump sum payment of $200,000 pursuant to his completion bonus letter agreement. For Mr. Jones, this amount includes $543,750 for his target short
term incentive plan entitlement for 2018 plus a lump sum payment of 450,000AUD pursuant to his completion bonus letter agreement (which was converted to $423,000 using a fixed currency conversion rate of 1AUD equals $0.94, as provided for
in Mr. Jones’ employment agreement with Unimin that was in effect at the time the completion bonus letter agreement was entered into). For Mr. Solazzo, this amount includes a lump sum payment of $101,000 pursuant to his completion bonus
letter agreement. For Mr. Oskam, this amount includes $215,460 for his target short term incentive plan entitlement for 2018 plus a lump sum payment of $150,000 pursuant to his completion bonus letter agreement.
|
( 2 ) |
The amounts in these columns reflect the amounts our named executive officers would have received if a change in control occurred as of December 31, 2018 and our
Compensation Committee used its discretion to accelerate the vesting of any outstanding stock options (each of which were under water at December 31, 2018) or restricted stock units held by the executives as of that date. Due to the number
of factors that affect the nature and amount of any benefits provided upon the events discussed in this section, any actual amounts paid or distributed may differ materially. Factors that could affect these amounts include the timing
during the year of such change in control and the amount of future non-equity incentive compensation.
|
( 3 ) |
For Ms. Deckard, Mr. Eich, Mr. Clancey, Mr. Richardson, Mr. Reynolds and Mr. Oskam, these amounts represent the estimated premiums to be paid by us on behalf of the
named executive officer for continued healthcare coverage for 18 months. For Mr. Jones, this amount represents the estimated premiums to be paid by us for continued healthcare coverage for 24 months. For Mr. Solazzo this amount represents
the estimated premiums to be paid by us for continued healthcare coverage until he attains age 65 in 2023.
|
( 4 ) |
Represents reimbursement of the estimated cost of support to complete tax returns in Australia and the U.S. for two years after termination.
|
( 5 ) |
Represents reimbursement for the estimated cost of relocating Mr. Jones and his family from the U.S. to Australia.
|
Name
|
Vesting of
Stock Options
($) ( 1 ) |
Vesting of
Restricted Stock Units ($) ( 1 ) |
Total
($) |
|||
Ms. Deckard
|
─
|
325,943
|
325,943
|
|||
Mr. Eich
|
─
|
109,057
|
109,057
|
|||
Mr. Jones
|
─
|
107,361
|
107,361
|
|||
Mr. Clancey
|
─
|
205,788
|
205,788
|
|||
Mr. Richardson
|
─
|
157,819
|
157,819
|
|||
Mr. Reynolds
|
─
|
─
|
─
|
|||
Mr. Solazzo
|
─
|
─
|
─
|
|||
Mr. Oskam
|
─
|
─
|
─
|
( 1 ) |
The amounts in these columns reflect the amounts our named executive officers would have received if a change in control occurred as of December 31, 2018 and our
Compensation Committee used its discretion to accelerate the vesting of any outstanding stock options or restricted stock units held by the executives as of that date. Due to the number of factors that affect the nature and amount of any
benefits provided upon the events discussed in this section, any actual amounts paid or distributed may differ materially. Factors that could affect these amounts include the timing during the year of such change in control and the amount
of future non-equity incentive compensation.
|
(a) |
A “change in the ownership of the Bison Merger Sub I, LLC f/k/a Fairmount Santrol Holdings Inc. (“Company”)” which shall occur on the date that any one person, or more
than one person acting as a group, acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the
Company;
however
, if any one person or more than one person acting as a group, is considered to own more than 50% of the total fair
market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not be considered a “change in the ownership of the Company” (or to cause a “change in the effective
control of the Company” within the meaning of clause (b) below) and an increase of the effective percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock
in exchange for property will be treated as an acquisition of stock for purposes of this paragraph;
provided
,
further
,
however
, that for purposes of this clause (a),
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company shall not constitute a Change in Control. This clause (a) applies only when there is a transfer
of the stock of the Company (or issuance of stock) and stock in the Company remains outstanding after the transaction;
|
(b) |
A “change in the effective control of the Company” which shall occur on the date that either (i) any one person, or more than one person acting as a group, acquires
(or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company,
except for any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (ii) a majority of the members of the Board are replaced during any twelve-month
period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of a “change in the effective control of the Company,” if any one
person, or more than one person acting as a group, is considered to effectively control the Company within the meaning of this clause (b), the acquisition of additional control of the Company by the same person or persons is not considered
a “change in the effective control of the Company,” or to cause a “change in the ownership of the Company” within the meaning of clause (a) above; or
|
(c) |
A “change in the ownership of a substantial portion of the Company’s assets” which shall occur on the date that any one person, or more than one person acting as a
group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the
total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets. Any transfer of assets to an entity that is controlled by the stockholders of the Company immediately after the transfer, as provided in guidance issued
pursuant to Section 409A of the Code and the guidance and regulations promulgated thereunder, shall not constitute a Change in Control.
|
• |
“Cause” means that, prior to any termination of employment, the participant has:
|
(a) |
committed and been convicted of a criminal violation involving fraud, embezzlement or theft in connection with his or her duties or in the course of his or her
employment with the Company, an affiliate or any subsidiary;
|
(b) |
committed intentional wrongful damage to property of the Company, an affiliate or any subsidiary;
|
(c) |
committed intentional wrongful disclosure of secret processes or confidential information of the Company, an affiliate or any subsidiary;
|
(d) |
violated the terms of any non-competition, non-solicitation or non-disparagement agreement with the Company, an affiliate or any subsidiary; or
|
(e) |
committed gross negligence in the performance of his or her material duties to the Company, an affiliate or any subsidiary;
|
(f) |
violated the terms of the Company’s code of ethics policy;
|
• |
“Good reason” means:
|
(a) |
a material reduction in the participant’s base salary;
|
(b) |
a material reduction in the participant’s target annual bonus opportunity;
|
(c) |
a relocation of the participant’s principal place of employment by more than fifty (50) miles;
|
(d) |
the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under the plan in the same manner and to
the same extent that the Company would be required to perform, except where such assumption occurs by operation of law; or
|
(e) |
a material, adverse change in the participant’s title, reporting relationship, authority, duties or responsibilities (other than temporarily while the Participant is
physically or mentally incapacitated or as required by applicable law).
|
• |
“Cause” means:
|
(a) |
a material, intentional refusal or willful failure to perform stated duties, or to carry out the reasonable instructions of the CEO, the Board or their designees, and
the failure to cure such refusal or failure to perform within 10 business days following written notice of such failure;
|
(b) |
commission of a material act of fraud, embezzlement or dishonesty against us;
|
(c) |
conviction of, guilty plea or no contest plea to a felony (other than motor vehicle offenses the effect of which does not impair the performance of employment duties);
|
(d) |
gross misconduct in connection with the performance of employment duties;
|
(e) |
knowing and willful improper disclosure of confidential information or violation of a material policy or our code of sustainable conduct;
|
(f) |
breach of a fiduciary duty owed to us;
|
(g) |
willful failure to cooperate in any investigation or formal proceeding or investigation by a governmental authority; or
|
(h) |
being found liable in an SEC enforcement action related to any transaction.
|
• |
“Good reason” means any of the following that actually occur without the executive’s express written consent:
|
(a) |
reduction in the amount of the executive’s base salary or target bonus;
|
(b) |
failure to provide reasonable alternative employment or maintain the executive in a position performing a substantially similar role and function as the executive
performed for us;
|
(c) |
requiring you to relocate to a location that is more than twenty (20) miles from your current office location as of the date of your acceptance of the terms of the
severance agreement;
|
(d) |
a material violation by us of any material term of the retention agreement or any employment agreement between the executive and us; or
|
(e) |
failure by any successor to us to assume the retention agreement.
|
• |
Severance payments will be made to the executive in a single lump sum on the 61
st
day
following the qualifying event;
|
• |
Prorated annual bonus payments will be made to the executive in a lump sum on the 61
st
day following the qualifying termination;
|
• |
COBRA premium payments will be made to the executive in a lump sum on the 61
st
day
following the qualifying termination;
|
• |
Benefits will be provided in accordance with our standard policies and practices; and
|
• |
Deferred compensation payments will be made in accordance with the provisions of the applicable plan.
|
Name
|
Fees Earned or
Paid in Cash ($) ( 1 ) |
Stock
Awards ($) ( 2 ) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other
Compensation ($) |
Total
($) |
||||||
Mr. Conway
|
67,083
|
105,215
|
—
|
—
|
—
|
172,298
|
||||||
Mr. Delloye
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
||||||
Mr. Fowler
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
||||||
Mr. Hadden
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
||||||
Mr. Kelly
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
||||||
Mr. Labroue
|
67,083
|
105,215
|
—
|
—
|
—
|
172,298
|
||||||
Mr. LeBaron
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
||||||
Mr. Navarre
|
128,333
|
105,215
|
—
|
—
|
—
|
233,548
|
||||||
Mr. Scofield
|
58,333
|
105,215
|
—
|
—
|
—
|
163,548
|
( 1 ) |
The amounts shown in this column reflect the annual retainers earned by our non-employee directors during 2018 for Board and committee service.
|
( 2 ) |
The amounts shown in the column reflect the grant date fair value of restricted stock units granted to our non-employee directors under the Omnibus Plan during 2018
computed in accordance with FASB Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements for the fiscal year ended
December 31, 2018
, included in our
2018 Form 10-K
. The 5,669 restricted stock
units granted to each of the non-employee directors on July 2, 2018 (which were the only equity awards granted to the non-employee directors during
2018
)
had a grant date fair value of
$18.56
per unit (based on the closing price of our common stock on the date of grant).
|
($ in thousands)
|
2018
($)
|
2017
($)
|
||
Audit Fees (
1
)
|
3,325,000
|
1,904,706
|
||
Audit-Related Fees (
2
)
|
159,998
|
1,060,257
|
||
Tax Fees (
3
)
|
73,093
|
0
|
||
All Other Fees (
4
)
|
0
|
0
|
||
Total Fees
|
3,558,091
|
2,964,963
|
( 1 ) |
Audit fees for 2018 consisted of fees for the audit of our consolidated financial statements, the audit of discrete matters, including business combinations, statutory
audits of foreign subsidiaries, and other services related to our SEC filings. Audit fees for 2017 consisted of fees for the audit of our consolidated financial statements, statutory audits of foreign subsidiaries, and work related to
International Financial Reporting Standards.
|
( 2 ) |
Audit-related fees for 2018 consisted of fees for services related to employee benefit plan audits and financial due diligence. Audit-related fees for 2017 consisted
of fees for services related to employee benefit plan audits and Merger-related due diligence.
|
( 3 ) |
Tax fees for 2018 consisted of fees for services related to U.S. federal income tax return compliance.
|
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