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Name | Symbol | Market | Type |
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KraneShares Trust Dynamic Emerging Markets Strategy | NYSE:KEM | NYSE | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 27.21 | 0 | 01:00:00 |
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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57-0923789
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $0.01
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KEM
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated Filer
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☐
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Smaller Reporting Company
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Emerging Growth Company
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☐
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Age: 74
Chairman Director since 2003
Class of 2020
____________________
Current Public Directorships
• None
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Frank G. Brandenberg
Biographical Information: Frank G. Brandenberg, Chairman and Director, was named such in October 2003. Before his retirement in 2003, Mr. Brandenberg was a Corporate Vice President and Sector President of Northrop Grumman Corporation from July 2001 to December 2003. Prior to joining Northrop, he previously spent 28 years at Unisys where his last position was Corporate Vice President and President, Client/Server Systems, and then later served as the President and Chief Executive Officer of EA Industries, Inc. Mr. Brandenberg served as Senior Vice President and Group Executive with Litton Industries, Inc. from November 1999 until its acquisition by Northrop in April 2001. In addition, from January 2012 through February 2018, Mr. Brandenberg served as the Chief Executive Officer of Auto-Lab, LLC, a private company and franchiser of automotive repair and maintenance facilities. He received a Bachelor of Science degree in Industrial Engineering and a Masters of Science degree in Operations Research from Wayne State University and completed the Program for Management Development at the Harvard Business School.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Mr. Brandenberg’s experience in high-tech component businesses as well as with leading companies in the military/aerospace and computer‑related industries, significant market segments into which the Corporation sells its products. The Corporation also benefits from Mr. Brandenberg’s previous public company board experience.
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Age: 72
Director since 2006
Class of 2021
____________________
Current Public Directorships
• Blue Bird Corporation
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Gurminder S. Bedi
Biographical Information: Gurminder S. Bedi, Director, was named such in May 2006. Mr. Bedi served as Vice President of Ford Motor Company from October 1998 through his retirement in December 2001. Mr. Bedi served in a variety of other managerial positions at Ford Motor Company for more than thirty years. He is currently on the board of directors of Blue Bird Corporation, and previously served as a director of Compuware Corporation from 2002 until December 2014 (including Chairman from April 2013 through December 2014) and Actuant Corporation from 2008 until March 2018. He earned a Bachelor of Science degree in Mechanical Engineering from George Washington University and a Masters of Business Administration degree from the University of Detroit.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Mr. Bedi’s strong technical background, as well as his extensive experience with Ford Motor Company, a global leader in the automotive industry, a key market segment into which the Corporation sells its products. The Corporation also benefits from Mr. Bedi’s previous public company board experience.
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Age: 51
Director since 2011
Class of 2022
____________________
Current Public Directorships
• Ryerson Holding Corporation
• Key Energy Services, Inc.
• Verra Mobility Corporation
• Vertiv Holdings Co.
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Jacob T. Kotzubei
Biographical Information: Jacob T. Kotzubei, Director, was named such in October 2011. Mr. Kotzubei joined Platinum Equity Advisors, LLC (“Platinum Equity”), a registered investment advisor, in 2002 and is a Partner at the firm. Mr. Kotzubei serves as a director of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2002, Mr. Kotzubei worked for 4½ years for Goldman Sachs’ Investment Banking Division in New York City. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei serves on the board of directors for Ryerson Holding Corporation, Key Energy Services, Inc., Verra Mobility Corporation and Vertiv Holdings Co. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law where he was elected a member of the Columbia Law Review.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Mr. Kotzubei’s experience in executive management oversight, private equity, capital markets, mergers and acquisitions and related transactional matters.
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Age: 67
Chief Executive Officer Director since 2018
Class of 2021
____________________
Current Public Directorships
• None
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William M. Lowe, Jr.
Biographical Information: William M. Lowe, Jr., Chief Executive Officer and Director, was named such in December 2018. Mr. Lowe joined the Corporation in July 2008 as its Executive Vice President and Chief Financial Officer. Mr. Lowe previously served as the Vice President, Chief Operating Officer and Chief Financial Officer of Unifi, Inc., a producer and processor of textured synthetic yarns from January 2004 to October 2007. Prior to holding that position, he was Executive Vice President and Chief Financial Officer for Metaldyne, an automotive components manufacturer. He also held various financial management positions with ArvinMeritor, Inc., a premier global supplier of integrated automotive components. Mr. Lowe received his B.S. degree in business administration with a major in accounting from Tri-State University and was certified as a Certified Public Accountant in the state of Ohio (current license status inactive).
Specific Qualifications and Experience Relevant to the Corporation: The Corporation's Board of Directors believes that it benefits from Mr. Lowe's successful operational and financial management experience with leading global manufacturing companies as well as his successful experience with the global financial market. These experiences and Mr. Lowe's ongoing leadership as CEO of the Corporation and interaction with the Corporations investors, customers and suppliers provide the Board of Directors with industry expertise and a deep understanding of the Corporation's business and operations and the economic environment in which it operates.
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Age: 79
Director since 1992
Class of 2020
____________________
Current Public Directorships
• None
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E. Erwin Maddrey, II
Biographical Information: E. Erwin Maddrey, II, Director, was named such in May 1992. Mr. Maddrey is President of Maddrey and Associates, a personal investments vehicle, and has served in such capacity since July 2000. Mr. Maddrey was President, Chief Executive Officer, and a Director of Delta Woodside Industries, a textile manufacturer, from 1984 through June 2000. Prior thereto, Mr. Maddrey served as President, Chief Operating Officer, and Director of Riegel Textile Corporation. Mr. Maddrey also serves on the board of directors for Blue Cross/Blue Shield of South Carolina as well as several non-profit organizations.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from the broad expertise acquired by Mr. Maddrey as an officer and director in a variety of for-profit and not-for-profit organizations, including extensive financial experience which allows Mr. Maddrey to serve effectively as the Chairman of the Corporation’s Audit Committee. The Corporation also benefits from Mr. Maddrey’s previous public company board experience.
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Age: 56
Director since 2017
Class of 2022
____________________
Current Public Directorships
• Nippon Avionics Co., Ltd. (listed on the Tokyo Stock Exchange)
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Yasuko Matsumoto
Biographical Information: Yasuko Matsumoto, Director, was named such in June 2017. Ms. Matsumoto was recommended to the Nominating and Corporate Governance Committee by the Corporation’s then chief executive officer and other executive officers, as she was known to them because of her service on the board of directors of NEC TOKIN Corporation prior to its acquisition by the Corporation. Since July 2019 Ms. Matsumoto has been employed as the Chief Financial Officer of Aruhi Corporation, a Japanese financial institution listed on the Tokyo Stock Exchange. Ms. Matsumoto joined Aruhi in July 2018 as a Corporate Officer in charge of Finance and Accounting. Prior to her employment with Aruhi Corporation, Ms. Matsumoto worked for 32 years with NEC Corporation ("NEC"). She joined NEC in 1986 and served in a variety of managerial positions with NEC and its subsidiaries. In February 2014 Ms. Matsumoto was named General Manager, Affiliated Company Department, Corporate Strategy Division; and in March 2018 she was appointed Executive Specialist, Corporate Strategy Division. Ms. Matsumoto previously served as a director of Nippon Avionics Co., Ltd. from June 2015 to June 2018; in addition, Ms. Matsumoto served as a director of NEC TOKIN Corporation from 2011 until its acquisition by the Corporation on April 19, 2017. Ms. Matsumoto received a Bachelor of Economics degree from Sophia University and is a graduate of the Executive Management Program of the University of Tokyo.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Ms. Matsumoto’s financial and mergers and acquisitions expertise, her experience with the automotive industry and with the Asian electronics components market, and her experience with, and access to, the Asian financial market.
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Age: 78
Director since 2006
Class of 2022
____________________
Current Public Directorships
• Comtech Telecommunications Corp
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Robert G. Paul
Biographical Information: Robert G. Paul, Director, was named such in July 2006. Mr. Paul is the former President of the Base Station Subsystems Unit of Andrew Corporation, a global designer, manufacturer, and supplier of communications equipment, services, and systems, from which he retired in March 2004. From 1991 through July 2003, he was President and Chief Executive Officer of Allen Telecom Inc. which was acquired by Andrew Corporation during 2003. Mr. Paul joined Allen Telecom in 1970 where he built a career holding various positions of increasing responsibility including Chief Financial Officer. Mr. Paul currently serves on the board of directors of Comtech Telecommunications Corp., and previously served on the board of directors of Rogers Corporation from April 2000 through May 2016. He earned a Bachelor of Science degree in Mechanical Engineering from the University of Wisconsin-Madison and a Masters of Business Administration degree from Stanford University.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Mr. Paul’s extensive experience in the communications industry, one of the primary market segments into which the Corporation sells its products. Mr. Paul’s strong financial background adds accounting expertise to both the Corporation’s Board of Directors and its Compensation Committee. In addition, Mr. Paul’s experience running a public company with markets throughout the world and manufacturing plants in Europe, Asia and the Americas provides a strong fit with the Corporation’s global markets and operations. The Corporation also benefits from Mr. Paul’s previous public company board experience.
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Age: 65
Director since 2018
Class of 2020
____________________
Current Public Directorships
• None
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Karen M. Rogge
Biographical Information: Karen M. Rogge, Director, was named such in May 2018. Ms. Rogge is President of the RYN Group LLC, a management consulting business, which she founded in 2010. She served as the Interim Vice President and Chief Financial Officer for Applied Micro Circuits Corporation, a global semi-conductor company, from August 2015 to January 2016. Previously, Ms. Rogge served as the Chief Financial Officer and Senior Vice President of Extreme Networks, Inc., a computer network company, from April 2007 to July 2009. Earlier in her career, she held executive financial and operations management positions at Hewlett Packard Company, Seagate Technology, and Inktomi Corporation. Ms. Rogge served as an independent Board Director for AeroCentury Corporation, a publicly traded aircraft leasing company, from June 2017 to May 2018. She received a Master of Business Administration degree from Santa Clara University, and a Bachelor of Science degree in Business Administration, with an accounting concentration, from California State University, Fresno.
Specific Qualifications and Experience Relevant to the Corporation: The Corporation’s Board of Directors believes that it benefits from Ms. Rogge's extensive experience in the technology industry, and her experience as a financial and operations executive in publicly traded companies.
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William M. Lowe, Jr., Chief Executive Officer
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•
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Gregory C. Thompson, Executive Vice President and Chief Financial Officer
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Charles C. Meeks, Jr., Executive Vice President, Solid Capacitors-Tantalum
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Claudio Lollini, Senior Vice President, Global Sales and Marketing
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•
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R. James Assaf, Senior Vice President, General Counsel & Secretary
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Key Philosophy Tenets
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Stockholder Alignment
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NEOs should be compensated through pay components (base salaries, annual- and long-term incentives) designed to create long-term value for our stockholders, as well as foster a culture of ownership.
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Pay for Performance
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A large portion of a NEO’s total compensation should be variable (“at risk”) and tied to the achievement of the organization’s financial performance, as well as team and individual contributions.
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Competitiveness
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Provide a structure that is internally fair and equitable for the skills and knowledge required to perform each individual role; and provide an externally competitive compensation structure for positions of similar skill, responsibilities, and geographic location.
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Attraction and Retention
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The executive compensation program should enable the organization to attract executives with a technical background, international experience and the broader skills necessary for the management of a global corporation.
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Compensation Component
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How It Is Paid
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Purpose
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Base salary
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Cash
(Fixed) |
Provide a base level of compensation that fairly accounts for the external market value, skills and responsibilities of a specific position and that provides our NEOs with a stable amount of compensation.
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KAIP
(annual incentive) |
Cash
(Variable) |
Reward NEOs based on the Corporation’s achievement of pre-determined annual financial goals, as well as team and individual contributions to annual performance results.
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LTIP
(long-term incentive) |
Cash and Equity
(Variable) |
Based in part on achievement of pre-determined financial goals over a two-year measurement period, provide NEOs with significant additional incentive to promote the long-term financial success of the Corporation, and create stockholder value, as well as support our leadership retention objectives.
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Company
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Ticker
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Business Description
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TTM Technologies Inc.
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TTM
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TTM Technologies, Inc., together with its subsidiaries, manufactures printed circuit boards (PCBs) worldwide.
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Vishay Intertechnology Inc.
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VSH
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Vishay Intertechnology, Inc. manufactures and supplies discrete semiconductors and passive components in the Americas, Europe, and Asia.
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Teradyne Inc.
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TER
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Teradyne, Inc. designs, develops, manufactures, and sells automatic test equipment worldwide.
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National Instruments Corporation
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NATI
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National Instruments Corporation designs, manufactures, and sells systems to engineers and scientists worldwide.
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AVX Corp.
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AVX
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AVX Corporation, together with its subsidiaries, manufactures and supplies various passive electronic components, interconnect devices, and related products worldwide.
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Integer Holdings Corporation
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ITGR
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Integer Holdings Corporation operates as a medical device outsource manufacturer worldwide.
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Littelfuse Inc.
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LFUS
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Littelfuse, Inc. designs, manufactures, and sells circuit protection devices for use in the automotive, electronics, and industrial markets worldwide.
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Viavi Solutions Inc.
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VIAV
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Viavi Solutions Inc. provides network test, monitoring, and assurance solutions to communications service providers, and enterprises and their ecosystems worldwide.
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Diodes Incorporated
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DIOD
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Diodes Incorporated, together with its subsidiaries, designs, manufactures, and supplies application-specific standard products in the discrete, logic, and analog and mixed semiconductor markets primarily in Asia, North America, and Europe.
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Methode Electronics, Inc.
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MEI
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Methode Electronics, Inc. designs, manufactures, and markets component and subsystem devices in the United States and internationally.
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Rogers Corporation
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ROG
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Rogers Corporation designs, develops, manufactures, and sells engineered materials and components worldwide.
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CTS Corporation
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CTS
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CTS Corporation designs, manufactures, and sells a range of sensors, electronic components, and actuators primarily to original equipment manufacturers for the transportation, communications, defense and aerospace, medical, industrial, and information technology markets.
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KEMET Corp.
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KEM
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KEMET Corporation, together with its subsidiaries, manufactures and sells passive electronic components under the KEMET brand worldwide.
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Executive
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Calendar Year 2019 Base Salary $
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Calendar Year 2020 Base Salary $
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Adjustment $
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Adjustment %
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||||
William M. Lowe, Jr.
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Chief Executive Officer
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725,000
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725,000
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—
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—
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%
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Gregory C. Thompson
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Executive Vice President and Chief Financial Officer
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575,000
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575,000
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—
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—
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%
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Claudio Lollini
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Senior Vice President, Global Sales & Marketing
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345,000
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362,250
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17,250
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5.0
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%
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Charles C. Meeks, Jr.
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Executive Vice President, Solid Capacitors - Tantalum
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450,000
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461,250
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11,250
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2.5
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%
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R. James Assaf
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Senior Vice President, General Counsel and Secretary
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345,000
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353,625
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8,625
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2.5
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%
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Threshold Performance
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Target Performance
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Maximum Performance
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NEO
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($)
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(%)
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($)
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(%)
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($)
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(%)
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William M. Lowe, Jr.
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362,500
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50
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725,000
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100
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1,450,000
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200
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Gregory C. Thompson
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201,250
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35
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402,500
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70
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805,000
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140
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Claudio Lollini
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108,675
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30
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217,350
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60
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434,700
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120
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Charles C. Meeks, Jr.
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161,438
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35
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322,875
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70
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645,750
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140
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R. James Assaf
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106,088
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30
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212,175
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60
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424,350
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120
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Executive
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Corporate Performance
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Business Segment Performance
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Individual Performance
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William M. Lowe, Jr.
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70%
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N/A
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30%
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Gregory C. Thompson
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70%
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N/A
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30%
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Claudio Lollini
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70%
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N/A
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30%
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Charles C. Meeks, Jr.
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30%
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40% Solid Capacitors - Tantalum Business Segment
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30%
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R. James Assaf
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70%
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N/A
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30%
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Weighting
(% of Business Opportunity)
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Corporate
Performance Measure
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Threshold ($)
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Target ($)
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Maximum ($)
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Actual Results ($)
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40%
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Adjusted EBITDA
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240.9
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301.1
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361.3
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268.4
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15%
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Free Cash Flow
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133.6
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167.0
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200.4
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138.9
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15%
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Revenue
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1,286.2
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1,429.1
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1,572.0
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1,260.6
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Weighting
(% of Bonus Opportunity)
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Corporate and Business Segment Performance Measure
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Threshold ($)
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Target ($)
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Maximum ($)
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Actual Results ($)
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25%
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TA Adjusted EBITDA
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161.0
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201.3
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241.6
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187.1
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15%
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TA Revenue
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506.4
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562.7
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619.0
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495.7
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15%
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Corporate Adjusted EBITDA
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240.9
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301.1
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361.3
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268.4
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10%
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Corporate Free Cash Flow
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133.6
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167.0
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200.4
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138.9
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5%
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Corporate Revenue
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1,286.2
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1,429.1
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1,572.0
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1,260.6
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Executive
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Target KAIP ($)
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Actual KAIP ($)
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Actual KAIP as a % of Target (%)
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William M. Lowe, Jr.
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725,000
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492,003
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68
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%
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Gregory C. Thompson
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402,500
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285,221
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71
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%
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Charles C. Meeks, Jr.
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322,875
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227,107
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70
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%
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Claudio Lollini
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217,350
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160,540
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74
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%
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R. James Assaf
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212,175
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150,352
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71
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%
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NEO
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2019/2020 Performance LTIP
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2019/2020 Time LTIP
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||||||
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% of Base Salary (at Target)
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||||||
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Minimum
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Target
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Maximum
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% of Base Salary (at Target)
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William M. Lowe, Jr.
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30%
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60%
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160
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%
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(1)
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40%
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Gregory C. Thompson
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30%
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60%
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90%
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40%
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Charles C. Meeks, Jr.
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30%
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60%
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90%
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40%
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Claudio Lollini
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22.5%
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45%
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67.5%
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30%
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R. James Assaf
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22.5%
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45%
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67.5%
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30%
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Performance Measure
|
|
Threshold ($)
|
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Target ($)
|
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Maximum ($)
|
|
Actual Results ($)
|
||||
Adjusted EBITDA (in millions)
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313.9
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418.5
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523.1
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558.1
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NEO
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Performance Cash Award ($)
|
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Performance Shares Granted (#)
|
||
William M. Lowe, Jr.
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$769,231
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43,069
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Gregory C. Thompson
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—
|
|
(1)
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—
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Claudio Lollini
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$109,502
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6,131
|
|
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Charles C. Meeks, Jr.
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$196,691
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11,014
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|
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R. James Assaf
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$113,071
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6,332
|
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NEO
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Stock Ownership Guideline
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William M. Lowe, Jr.
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Five (5) times base salary
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Gregory C. Thompson
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Three (3) times base salary
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Claudio Lollini
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Two (2) times base salary
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Charles C. Meeks, Jr.
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Three (3) times base salary
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R. James Assaf
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Two (2) times base salary
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Name and Principal Position
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Year
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Salary ($)
|
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Bonus ($)(1)
|
|
Stock Awards ($)(2)
|
|
Non-Equity Incentive Plan Compensation ($)(3)
|
|
All-Other Compensation ($)(5)
|
|
Total ($)
|
||||||
William M. Lowe, Jr. Chief Executive
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|
2020
|
|
725,000
|
|
|
217,500
|
|
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400,000
|
|
|
1,043,734
|
|
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22,475
|
|
|
2,408,709
|
|
Officer, former Executive Vice President and
|
|
2019
|
|
611,392
|
|
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326,250
|
|
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1,106,409
|
|
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1,521,049
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|
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21,256
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|
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3,586,356
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Chief Financial Officer
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2018
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565,088
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|
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180,660
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224,911
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1,053,363
|
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13,614
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|
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2,037,636
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||||||
Gregory C. Thompson
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2020
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575,000
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|
|
132,825
|
|
|
230,000
|
|
|
152,396
|
|
|
370,386
|
|
|
1,460,607
|
|
Executive Vice President
|
|
2019
|
|
191,667
|
|
|
199,238
|
|
|
2,048,000
|
|
|
563,500
|
|
|
52,712
|
|
|
3,055,117
|
|
Chief Financial Officer
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Claudio Lollini
|
|
2020
|
|
357,938
|
|
|
78,246
|
|
|
103,500
|
|
|
191,796
|
|
|
40,379
|
|
|
771,859
|
|
Senior Vice President,
|
|
2019
|
|
337,425
|
|
|
102,465
|
|
|
97,335
|
|
|
498,375
|
|
|
69,040
|
|
|
1,104,640
|
|
Global Sales and Marketing
|
|
2018
|
|
312,863
|
|
|
93,442
|
|
|
92,700
|
|
|
487,757
|
|
|
21,958
|
|
|
1,008,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charles C. Meeks, Jr.
|
|
2020
|
|
461,665
|
|
|
106,549
|
|
|
180,000
|
|
|
317,249
|
|
|
35,008
|
|
|
1,100,471
|
|
Executive Vice President,
|
|
2019
|
|
443,545
|
|
|
189,000
|
|
|
174,836
|
|
|
822,924
|
|
|
55,585
|
|
|
1,685,890
|
|
Solid Capacitors -Tantalum
|
|
2018
|
|
427,542
|
|
|
156,041
|
|
|
169,744
|
|
|
799,149
|
|
|
49,290
|
|
|
1,601,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R. James Assaf
|
|
2020
|
|
351,469
|
|
|
70,018
|
|
|
103,500
|
|
|
193,406
|
|
|
27,675
|
|
|
746,069
|
|
Senior Vice President,
|
|
2019
|
|
340,013
|
|
|
93,150
|
|
|
100,508
|
|
|
507,245
|
|
|
39,590
|
|
|
1,080,506
|
|
General Counsel and Secretary
|
|
2018
|
|
325,361
|
|
|
90,457
|
|
|
96,642
|
|
|
490,503
|
|
|
37,006
|
|
|
1,039,969
|
|
|
|
2020
|
|
2019
|
|
2018
|
||||||||||||
Named Executive Officer
|
|
Non-Discretionary
KAIP ($) |
|
2019/2020 LTIP ($)(a)
|
|
Non-Discretionary
KAIP ($) |
|
2018/2019 LTIP ($)(b)
|
|
KAIP ($)
|
|
2017/2018 LTIP ($)(c)
|
||||||
William M. Lowe
|
|
274,503
|
|
|
769,231
|
|
|
1,015,000
|
|
|
506,049
|
|
|
562,053
|
|
|
491,310
|
|
Gregory C. Thompson
|
|
152,396
|
|
|
—
|
|
|
563,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Charles C. Meeks, Jr.
|
|
120,558
|
|
|
196,691
|
|
|
441,000
|
|
|
381,924
|
|
|
428,349
|
|
|
370,800
|
|
Claudio Lollini
|
|
82,294
|
|
|
109,502
|
|
|
289,800
|
|
|
208,575
|
|
|
272,538
|
|
|
215,219
|
|
R. Jamie Assaf
|
|
80,335
|
|
|
113,071
|
|
|
289,800
|
|
|
217,445
|
|
|
281,422
|
|
|
209,081
|
|
Name
|
Year
|
|
Corporate Contributions to Retirement and 401(k) Plans
($)(a) |
|
Executive Travel Service
(b) |
|
Company Car
($) |
|
Tax Reimbursements ($)
|
|
Other
($) (c) |
|
Total
($) |
||||||
William M. Lowe, Jr.
|
2020
|
|
17,675
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,475
|
|
Gregory C. Thompson
|
2020
|
|
51,538
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
314,048
|
|
(d)
|
370,386
|
|
Claudio Lollini
|
2020
|
|
31,383
|
|
|
4,800
|
|
|
4,196
|
|
|
—
|
|
|
—
|
|
|
40,379
|
|
Charles C. Meeks, Jr.
|
2020
|
|
35,008
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
35,008
|
|
|
R. James Assaf
|
2020
|
|
27,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,675
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock of Units
|
|
Grant Date Fair Value of Stock Awards ($)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
||||||||||||||||
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
||||||||||
William M. Lowe, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2020/2021 LTIP (1)
|
5/18/2019
|
|
150,000
|
|
|
300,000
|
|
|
800,000
|
|
|
22,039
|
|
|
400,000
|
|
|
150,000
|
|
|
300,000
|
|
|
800,000
|
|
2020 KAIP (2)
|
|
|
362,500
|
|
|
725,000
|
|
|
1,450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gregory C. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2020/2021 LTIP (1)
|
5/18/2019
|
|
86,250
|
|
|
172,500
|
|
|
258,750
|
|
|
12,673
|
|
|
230,000
|
|
|
86,250
|
|
|
172,500
|
|
|
258,750
|
|
2020 KAIP (2)
|
|
|
201,250
|
|
|
402,500
|
|
|
805,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles C. Meeks, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2020/2021 LTIP (1)
|
5/18/2019
|
|
67,500
|
|
|
135,000
|
|
|
202,500
|
|
|
9,918
|
|
|
180,000
|
|
|
67,500
|
|
|
135,000
|
|
|
202,500
|
|
2020 KAIP (2)
|
|
|
161,438
|
|
|
322,875
|
|
|
645,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Claudio Lollini
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2020/2021 LTIP (1)
|
5/18/2019
|
|
38,813
|
|
|
77,625
|
|
|
116,438
|
|
|
5,703
|
|
|
103,500
|
|
|
38,813
|
|
|
77,625
|
|
|
116,438
|
|
2020 KAIP (2)
|
|
|
108,675
|
|
|
217,350
|
|
|
434,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
R. Jamie Assaf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2020/2021 LTIP (1)
|
5/18/2019
|
|
38,813
|
|
|
77,625
|
|
|
116,438
|
|
|
5,703
|
|
|
103,500
|
|
|
38,813
|
|
|
77,625
|
|
|
116,438
|
|
2020 KAIP (2)
|
|
|
106,088
|
|
|
212,175
|
|
|
424,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
The Lowe Agreement has an initial term of January 1, 2019 through March 31, 2021.
|
•
|
During the term of the Lowe Agreement, Mr. Lowe is paid an annual base salary of $725,000, subject to increases at the discretion of the Board.
|
•
|
Mr. Lowe is eligible to participate in the Corporation’s health and insurance coverage plan and the Corporation’s deferred compensation plans (described on page 33), in each case as such plans are generally available to other executive officers of the Corporation.
|
•
|
Mr. Lowe is entitled to participate in the annual KAIP program for an annual bonus targeted at an amount equal to 100% of the annual base salary, provided that the actual amount of the annual bonus payable to Mr. Lowe will be adjusted upward or downward based on the achievement of Corporation and/or individual performance metrics as established by the Board.
|
•
|
Mr. Lowe is entitled to participate in the LTIP programs for each fiscal year during the term of the Lowe Agreement, with a minimum target value of $1,000,000 commencing with the 2019/2020 LTIP for all such awards, in accordance with the LTIP and applicable award agreement.
|
•
|
The Lowe Agreement acknowledges that on January 1, 2019 the Corporation entered into the Special RSU Grant with Mr. Lowe, as described in the Compensation Discussion and Analysis above.
|
•
|
Certain time-vesting RSUs granted to Mr. Lowe pursuant to LTIP award agreements dated May 18, 2016, May 18, 2017 and May 18, 2018 were accelerated to vest on March 20, 2019.
|
•
|
The Lowe Agreement will terminate (i) immediately upon Mr. Lowe’s resignation, death or disability or (ii) upon notice of termination by the Corporation at any time, with or without “cause” (as defined in the Lowe Agreement).
|
•
|
Mr. Lowe will be entitled to certain severance benefits upon qualifying terminations of employment. Please refer to the section titled “Potential Payments upon Termination or Change-in-Control” for a description of these payments.
|
•
|
The Lowe Agreement contains a standard confidentiality provision as well as non-competition and non-solicitation agreements for the term of Mr. Lowe’s employment and for a minimum of 24 months after any termination thereof.
|
•
|
The Lowe Agreement supersedes the December 1, 2014 Incentive Award, Severance and Non-Competition Agreement between the Corporation and Mr. Lowe.
|
|
Options Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)(1)
|
||||
William M. Lowe, Jr.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gregory C. Thompson
|
—
|
|
|
—
|
|
|
25,000
|
|
|
668,000
|
|
Charles C. Meeks, Jr.
|
—
|
|
|
—
|
|
|
22,669
|
|
|
411,442
|
|
Claudio Lollini
|
—
|
|
|
—
|
|
|
12,938
|
|
|
234,825
|
|
R. Jamie Assaf
|
—
|
|
|
—
|
|
|
12,840
|
|
|
233,046
|
|
•
|
The Named Executive Officer’s death or termination due to disability; or
|
•
|
The determination by the Board that the Named Executive Officer is no longer eligible to receive the benefits provided under the Change in Control Agreement, provided such determination is made prior to a change in control and not the result of negotiations in connection with a change in control.
|
•
|
The assignment of any duties inconsistent with the Named Executive Officer’s position, duties, responsibilities and status with the Corporation, or any removal of the Named Executive Officer from, or any failure to reelect to, any such position;
|
•
|
A reduction by the Corporation in the Named Executive Officer’s base salary;
|
•
|
The failure of the Corporation to continue in effect any compensation, welfare or benefit plan in which the Executive is participating at the time of a change in control, without substituting or providing a substantially similar benefit at substantially the same cost;
|
•
|
Any purported termination for “cause” or “disability” (as defined in the Change in Control Agreements) without grounds; and/or
|
•
|
The relocation of the Named Executive Officer’s primary work location to a location that is more than 20 miles from the current work location immediately prior to the change in control.
|
•
|
Maintain all life insurance, medical plans and programs in which such Named Executive Officers participate for 18 months following the date of the qualifying termination or until such time as the executive first becomes eligible for the same type of coverage under another employer’s plan, whichever is earlier;
|
•
|
Pay all reasonable legal fees and expenses incurred by such Named Executive Officer as a result of his termination; and
|
•
|
Pay the costs of reasonable outplacement services, up to a maximum of $15,000, until such Named Executive Officer is employed on a full-time basis.
|
•
|
termination without cause or for resignation good reason in the absence of a change of control;
|
•
|
termination without cause or resignation for good reason in connection with a change of control;
|
•
|
voluntary resignation;
|
•
|
death; or
|
•
|
disability.
|
|
|
Before Change in Control
|
|
After Change in Control
|
|
|
|
|
|
|
|||
Name
|
|
Termination w/o Cause or Resignation for Good Reason (1)(5)($)
|
|
Termination w/o Cause or Resignation for Good Reason (2)(3)($)
|
|
Voluntary Termination ($)(6)
|
|
Death (4)(5)($)
|
|
Disability (5)($)
|
|||
William M. Lowe, Jr.
|
|
1,450,000
|
|
|
3,271,919
|
|
|
522,918
|
|
120,834
|
|
|
156,000
|
Gregory C. Thompson
|
|
977,500
|
|
|
2,182,516
|
|
|
—
|
|
95,834
|
|
|
156,000
|
Charles C. Meeks, Jr.
|
|
461,250
|
|
|
1,777,263
|
|
|
—
|
|
76,875
|
|
|
156,000
|
Claudio Lollini
|
|
362,250
|
|
|
1,275,624
|
|
|
—
|
|
60,375
|
|
|
156,000
|
R. Jamie Assaf
|
|
353,625
|
|
|
1,284,996
|
|
|
165,986
|
|
58,938
|
|
|
156,000
|
•
|
CEO's annual compensation of $2,408,709; and the median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $8,697.
|
•
|
Total Global Population. We determined that, as of January 31, 2020, the date we selected to identify the median employee, our employee population consisted of approximately 12,460 individuals working for KEMET Corporation.
|
•
|
Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected base salary / wages and overtime pay paid through January 31, 2020 as the compensation measure.
|
•
|
We annualized the compensation of employees to cover the full calendar year, and also annualized any employees newly hired after April 1, 2019 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee.
|
•
|
We did not make any cost-of-living adjustments in identifying the median employee.
|
•
|
Using this methodology, we estimated that the median employee was an employee with base salary / wages and overtime paid for the year ended March 31, 2020 of $6,030.
|
•
|
Each director was paid a director’s fee at the annual rate of $70,000.
|
•
|
The Chairman received an annual retainer of $95,000.
|
•
|
The Chairman of the Audit Committee of the Board received an annual retainer of $25,000, and each other member of the Audit Committee received an annual retainer of $10,000.
|
•
|
The Chairman of the Compensation Committee received an annual retainer of $15,000, and each other member of the Compensation Committee received an annual retainer of $10,000.
|
•
|
The Chairman of the Nominating and Corporate Governance Committee received an annual retainer of $10,000, and each other member of the Nominating and Corporate Governance Committee received an annual retainer of $5,000.
|
•
|
All directors were reimbursed for out-of-pocket expenses incurred in connection with attending meetings.
|
•
|
No additional fees were paid for attendance at meetings of the Board or a Committee of the Board.
|
•
|
Each non-employee director received an annual grant of restricted stock units (“Director RSUs”) equal in value to $150,000 on the date of grant, and which vest on the date of grant. Upon settlement, each Director RSU is converted into a share of restricted Common Stock and delivered to the director. Prior to the grant date, each director can elect to defer the settlement of his Director RSUs beyond the vesting date to a specific later date or to the termination date of his service on the Board. Restricted shares of Common Stock that have been granted to directors or converted from Director RSUs are restricted and cannot be sold until 90 days after the director resigns from his or her position as a member of the Board or until the director achieves the targeted ownership under the Corporation's stock ownership guidelines, and then only to the extent that such ownership exceeds the target.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)(1)
|
|
Total ($)
|
|||
Dr. Wilfried Backes
|
|
90,000
|
|
|
149,605
|
|
|
239,605
|
|
Gurminder S. Bedi
|
|
90,000
|
|
|
149,605
|
|
|
239,605
|
|
Frank G. Brandenberg
|
|
165,000
|
|
|
149,605
|
|
|
314,605
|
|
Jacob T. Kotzubei
|
|
75,000
|
|
|
149,605
|
|
|
224,605
|
|
E. Erwin Maddrey, II
|
|
100,000
|
|
|
149,605
|
|
|
249,605
|
|
Yasuko Matsumoto
|
|
70,000
|
|
|
149,605
|
|
|
219,605
|
|
Robert G. Paul
|
|
90,000
|
|
|
149,605
|
|
|
239,605
|
|
Karen M. Rogge
|
|
82,500
|
|
|
149,605
|
|
|
232,105
|
|
|
|
|
|
|
|||
Directors, Named Executive Officers and 5% Stockholders
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|||
William M. Lowe, Jr.
|
|
242,053
|
|
(1
|
)
|
*
|
|
Gregory C. Thompson
|
|
31,586
|
|
(2
|
)
|
*
|
|
Charles C. Meeks, Jr.
|
|
87,146
|
|
(3
|
)
|
*
|
|
Claudio Lollini
|
|
153,094
|
|
(4
|
)
|
*
|
|
R. James Assaf
|
|
53,375
|
|
(5
|
)
|
*
|
|
Dr. Wilfried Backes
|
|
85,932
|
|
(6
|
)
|
*
|
|
Gurminder S. Bedi
|
|
77,599
|
|
(7
|
)
|
*
|
|
Frank G. Brandenberg
|
|
77,599
|
|
(8
|
)
|
*
|
|
Jacob T. Kotzubei
|
|
73,828
|
|
(9
|
)
|
*
|
|
E. Erwin Maddrey, II
|
|
89,694
|
|
(10
|
)
|
*
|
|
Yasuko Matsumoto
|
|
25,570
|
|
(11
|
)
|
*
|
|
Robert G. Paul
|
|
84,101
|
|
(12
|
)
|
*
|
|
Karen M. Rogge
|
|
15,981
|
|
(13
|
)
|
*
|
|
All Directors and Executive Officers as a Group (16 persons)
|
|
1,204,975
|
|
(14
|
)
|
2.05
|
%
|
BlackRock, Inc.
|
|
8,704,326
|
|
(15
|
)
|
14.94
|
%
|
The Vanguard Group
|
|
3,615,523
|
|
(16
|
)
|
6.20
|
%
|
The Goldman Sachs Group, Inc.
|
|
3,117,014
|
|
(17
|
)
|
5.35
|
%
|
Dimensional Fund Advisors LP
|
|
3,052,367
|
|
(18
|
)
|
5.24
|
%
|
ARP Americas LP
|
|
3,037,146
|
|
(19
|
)
|
5.21
|
%
|
|
Fiscal Year 2020
|
|
Fiscal Year 2019
|
||
Audit Fees (1)
|
6,065
|
|
|
5,498
|
|
Audit-related Fees (2)
|
1,393
|
|
|
485
|
|
Tax Fees
|
—
|
|
|
—
|
|
All other fees (3)
|
2
|
|
|
2
|
|
Total (4)
|
7,460
|
|
|
5,985
|
|
|
|
Stock Purchase Agreement, dated as of March 12, 2012, by and among KEMET Electronics Corporation, NEC Corporation and NEC TOKIN Corporation (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on March 15, 2012)
|
|
|
|
|
|
|
|
Amendment No. 1 to the Stock Purchase Agreement dated as of December 12, 2012, by and among KEMET Electronics Corporation, NEC Corporation and NEC TOKIN Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on December 14, 2012)
|
|
|
|
|
|
|
|
Definitive NEC TOKIN Stock Purchase Agreement dated as of February 23, 2017, by and between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on form 8-K (File No. 1-15491) filed on February 23, 2017)
|
|
|
|
|
|
|
|
Master Sale and Purchase Agreement, dated February 23, 2017 between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partner, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
|
|
|
|
|
|
|
Amendment, dated April 7, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
|
|
|
|
|
|
|
Amendment, dated April 14, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of November 11, 2019, by and among KEMET Corporation, Yageo Corporation and Sky Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on November 12, 2019)
|
|
|
|
|
|
|
|
Second Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) for the quarter ended June 30, 2011)
|
|
|
|
|
|
|
|
Second Amended and Restated By-laws, dated as of November 11, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on November 12, 2019)
|
|
|
|
|
|
|
|
Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2019 (File No. 1-15491) filed on May 30, 2019
|
|
|
|
|
|
|
|
Registration Agreement, dated as of December 21, 1990, by and among the Company and each of the investors and executives listed on the schedule of investors and executives attached thereto (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (Reg. No. 33-48056))
|
|
|
|
|
|
|
|
Form of Amendment No. 1 to Registration Agreement, dated as of April 28, 1994 (incorporated by reference to Exhibit 10.3.1 to the Company’s Registration Statement on Form S-1 (Reg. No. 33-61898))
|
|
|
|
|
|
|
|
1995 Executive Stock Option Plan by and between the Company and each of the executives listed on the schedule attached thereto (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 1996)*
|
|
|
|
|
|
|
|
1992 Key Employee Stock Option Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2009)*
|
|
|
|
|
|
|
Amendment No. 1 to KEMET Corporation 1992 Key Employee Stock Option Plan effective October 23, 2000 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) for the quarter ended December 31, 2000)*
|
|
|
|
|
|
|
|
2004 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-123308))*
|
|
|
|
|
|
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on April 23, 2009)*
|
|
|
|
|
|
|
|
Second Amended and Restated KEMET Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2009)*
|
|
|
|
|
|
|
|
Loan and Security Agreement, dated as of September 30, 2010, by and among KEMET Electronics Corporation, KEMET Electronics Marketing (S) Pte Ltd., and Bank of America, N.A., as agent and Banc of America Securities LLC, as lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on October 5, 2010)
|
|
|
|
|
|
|
|
KEMET Executive Secured Benefit Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) for the quarter ended December 31, 2010)*
|
|
|
|
|
|
|
|
Form of Change in Control Severance Compensation Agreement, entered into with executive officers of the Company (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2016)*
|
|
|
|
|
|
|
|
Stockholders’ Agreement, dated as of March 12, 2012, by and among KEMET Electronics Corporation, NEC Corporation and NEC TOKIN Corporation (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on March 15, 2012)
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2012)*
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Grant Agreement for Directors (incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2012)*
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Grant Agreement for Directors for the year ended March 31, 2019 (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2019)*
|
|
|
|
|
|
|
|
Amendment No. 1 to Loan and Security Agreement, Waiver and Consent, dated as of March 19, 2012, by and among KEMET Electronics Corporation, KEMET Electronics Marketing (S) Pte Ltd., the financial institutions party thereto as lenders and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2012)
|
|
|
|
|
|
|
|
Form of Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 1-15491) filed on August 3, 2016)*
|
|
|
|
|
|
|
|
Consolidated Amendment to Loan and Security Agreement, dated as of July 8, 2013, by and among KEMET Electronics Corporation, KEMET Foil Manufacturing, LLC, KEMET Blue Powder Corporation, KEMET Electronics Marketing (S) PTE LTD., the financial institutions party thereto as lenders and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) filed on August 2, 2013)
|
|
|
|
|
|
|
|
Amendment No. 5 to Loan and Security Agreement, dated April 30, 2014, among KEMET Electronics Corporation and its subsidiaries KEMET Foil Manufacturing, LLC, KEMET Blue Powder Corporation, and KEMET Electronics Marketing (S) PTE LTD., as Borrowers, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on May 5, 2014)
|
|
|
|
|
|
|
|
KEMET Corporation 2011 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on August 2, 2011)*
|
|
|
|
|
|
|
2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on July 24, 2014)*
|
|
|
|
|
|
|
|
KEMET Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on August 2, 2017)*
|
|
|
|
|
|
|
|
Incentive Award, Severance and Non-Competition Agreement, dated as of December 1, 2014, between KEMET Corporation and William M. Lowe, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on December 5, 2014)*
|
|
|
|
|
|
|
|
Incentive Award and Non-Competition Agreement, dated as of December 1, 2014, between KEMET Corporation and Charles C. Meeks, Jr. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on December 5, 2014)*
|
|
|
|
|
|
|
|
Amendment No. 6 to Loan and Security Agreement, Waiver and Consent dated December 19, 2014, among KEMET Electronics Corporation, KEMET Foil Manufacturing, LLC, KEMET Blue Powder Corporation, The Forest Electric Company and KEMET Electronics Marketing (S) PTE LTD., as Borrowers, the financial institutions party thereto, as Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on December 22, 2014)
|
|
|
|
|
|
|
|
Amendment No. 7 to Loan and Security Agreement, dated March 27, 2015, among KEMET Electronics Corporation, KEMET Foil Manufacturing, LLC, KEMET Blue Powder Corporation, The Forest Electric Company and KEMET Electronics Marketing (S) PTE LTD., as Borrowers, the financial institutions party thereto, as Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K (File No. 1-15491) filed for the year ended March 31, 2016)
|
|
|
|
|
|
|
|
Amended and Restated Employment Agreement between KEMET Corporation and Per-Olof Lööf, dated April 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2018)*
|
|
|
|
|
|
|
|
Amendment No. 8 to Loan and Security Agreement, dated May 2, 2016, among KEMET Electronics Corporation, KEMET Foil Manufacturing, LLC, KEMET Blue Powder Corporation, The Forest Electric Company and KEMET Electronics Marketing (S) PTE LTD., as Borrowers, the financial institutions party thereto, as Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on May 5, 2016)
|
|
|
|
|
|
|
|
Employee Transfer Agreement, dated as of December 5, 2016, between KEMET Corporation and Claudio Lollini (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-15491) filed on February 2, 2017)*
|
|
|
|
|
|
|
|
Amendment No. 9 to Loan and Security Agreement, Waiver and Consent, dated as of April 28, 2017, by and among KEMET Corporation, the other borrowers named therein, the financial institutions party thereto as lenders and Bank of America, N.A., a national banking association, as agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on May 1, 2017)
|
|
|
|
|
|
|
|
English Translation of the Term Loan Agreement, dated October 29, 2018, by and among TOKIN Corporation, the Lenders party thereto and Sumitomo Mitsui Trust Bank Limited, in its capacity as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 1-15491) filed on October 29, 2018)
|
|
|
|
|
|
|
|
Form of Guaranty Agreement, dated October 29, 2018, by and between KEMET Corporation and Sumitomo Mitsui Trust Bank Limited, in its capacity as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No. 1-15491) filed on October 29, 2018)
|
|
|
|
|
|
|
|
Amendment No. 10 to Loan and Security Agreement, Waiver and Consent, dated as of October 29, 2018, by and among KEMET, the other borrowers named therein, the financial institutions party thereto as lenders and Bank of America, N.A., a national banking association, as agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (file No. 1-15491) filed on October 29, 2018)
|
|
|
|
|
|
|
Employment Agreement by and between KEMET Corporation and William M. Lowe, Jr. dated March 20, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 1-15491) filed on March 25, 2019)*
|
|
|
|
|
|
|
|
Form of Change in Control Severance Compensation Agreement for fiscal year 2020 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2019 filed on May 30, 2019)*
|
|
|
|
|
|
|
|
Form of Long-Term Incentive Plan Award Agreement, dated May 18, 2019 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K (File No. 1-15491) for the year ended March 31, 2019 filed on May 30, 2019)*
|
|
|
|
|
|
|
|
Settlement Agreement, dated November 8, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on November 12, 2019)
|
|
|
|
|
|
|
|
Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-15491) filed on November 12, 2019)
|
|
|
|
|
|
|
|
Form of Change in Control Severance Compensation Agreement for fiscal year 2020 and thereafter (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) filed on November 12, 2020)*
|
|
|
|
|
|
|
|
Amendment No. 11 to Loan and Security Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) filed on February 6, 2020)
|
|
|
|
|
|
|
|
Addendum to Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on February 7, 2020)
|
|
|
|
|
|
|
|
Amendment No. 12 to Loan and Security Agreement†
|
|
|
|
|
|
|
|
Subsidiaries of KEMET Corporation†
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP†
|
|
|
|
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Section 302†
|
|
|
|
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Section 302†
|
|
|
|
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Section 302
|
|
|
|
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Section 302
|
|
|
|
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Section 906#
|
|
|
|
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Section 906#
|
|
|
|
|
|
101
|
|
|
The following financial information from KEMET Corporation’s Annual Report on Form 10-K for the year ended March 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2020, and March 31, 2019, (ii) Consolidated Statements of Income for the years ended March 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended March 31, 2020, 2019 and 2018, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended March 31, 2020, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2020, 2019 and 2018 and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text‡
|
|
|
|
|
104
|
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
Exhibit is a management contract or a compensatory plan or arrangement.
|
†
|
Previously filed with our Annual Report on Form 10-K filed with the SEC on May 28, 2020.
|
#
|
Previously furnished with our Annual Report on Form 10-K filed with the SEC on May 28, 2020.
|
‡
|
Previously submitted with our Annual Report on Form 10-K filed with the SEC on May 28, 2020.
|
|
|
KEMET CORPORATION
(Registrant)
|
|
|
|
Date: July 29, 2020
|
By:
|
/s/ GREGORY C. THOMPSON
|
|
|
Gregory C. Thompson
Executive Vice President and Chief Financial Officer
|
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