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Share Name | Share Symbol | Market | Type |
---|---|---|---|
LCI Industries | NYSE:LCII | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.79 | -0.73% | 107.75 | 109.79 | 107.60 | 109.44 | 9,247 | 15:19:43 |
☐
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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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(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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Sincerely,
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JAMES F. GERO
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Chairman of the Board
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(1)
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To elect ten Directors to serve until the next Annual Meeting of Stockholders, each as recommended by the Board of Directors;
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(2)
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To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the
accompanying Proxy Statement;
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(3)
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To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2020; and
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(4)
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To transact such other corporate business as may properly come before the meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors,
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ANDREW J. NAMENYE
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Executive Vice President, Chief Legal Officer, and Corporate Secretary
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Date and Time:
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May 21, 2020 at 9:00 A.M., ET
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Place:
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LCI Industries
4100 Edison Lakes Parkway Mishawaka, Indiana 46545* |
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Record Date:
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March 27, 2020
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Voting Matters
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Board Recommendation
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Page Number with
More Information |
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Proposal 1:
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Election of ten Directors
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FOR each nominee
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Proposal 2:
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Advisory vote to approve the compensation of the Company’s Named Executive
Officers
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FOR
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Proposal 3:
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Ratify the appointment of KPMG LLP as independent auditor for the Company for the
year ending December 31, 2020
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FOR
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Nominee
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Age
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Director
Since |
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Principal Occupation
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Independent
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Other
Public Boards |
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Committee Memberships
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A
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C
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CG&N
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R
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S&A
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James F. Gero*
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75
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1992
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Private Investor
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✔
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1
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✔
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✔
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Frank J. Crespo
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57
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2015
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Senior Vice President and Chief Supply Chain Officer of Indigo Agriculture, Inc.
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✔
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0
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✔
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Chair
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Brendan J. Deely
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54
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2011
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Chief Executive Officer of Banner Solutions
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✔
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0
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✔
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Chair
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Ronald J. Fenech
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62
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2017
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Founder of Grand Design Recreational Vehicle Co.
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0
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✔
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✔
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Tracy D. Graham
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46
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2016
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Chief Executive Officer and Managing Principal of Graham-Allen Partners
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✔
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0
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Chair
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✔
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Virginia L. Henkels
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51
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2017
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Former Executive Vice President, Chief Financial Officer, and Treasurer of Swift
Transportation Company
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✔
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2
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Chair
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✔
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Jason D. Lippert
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47
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2007
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President and Chief Executive Officer of the Company
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0
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Kieran M. O'Sullivan
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58
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2015
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President, Chief Executive Officer, and Chairman of the Board of CTS Corporation
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✔
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1
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✔
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✔
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✔
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David A. Reed
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72
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2003
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President of a privately-held family investment management company
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✔
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0
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✔
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Chair
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John A. Sirpilla
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53
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2019
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Founder and Chief Executive Officer of Encourage LLC
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✔
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0
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✔
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✔
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A
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Audit
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C
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Compensation
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CG&N
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Corporate Governance and Nominating
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R
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Risk
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S&A
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Strategy and Acquisition
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*
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Chairman of
the Board
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8 of 10 Director Nominees are Independent
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Independent Chairman of the Board
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Annual Election of All Directors
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Directors Elected by Majority Vote in Uncontested Director Elections
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Annual Board and Committee Evaluations
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Extensive Board Oversight of Risk Management, Including Separate Risk Committee
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Board Oversight of Environmental and Social Matters
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Non-Employee Directors Regularly Meet Without Management Present
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Single Class Voting Structure (One Share, One Vote)
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Guidelines for Business Conduct Applicable to All Employees and Directors
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Code of Ethics for Senior Financial Officers
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No Supermajority Voting Requirements
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No Shareholder Rights Plan (Poison Pill)
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Name and
Principal Position |
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Year
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Salary
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Bonus
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Stock
Awards |
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Non-Equity
Incentive Plan Compensation |
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All Other
Compensation |
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Total
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Jason D. Lippert
President and Chief Executive Officer |
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2019
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$1,004,250
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$—
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$7,567,765
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$1,226,253
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$297,369
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$10,095,637
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2018
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$975,000
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$—
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$4,544,581
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$327,982
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$145,132
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$5,992,695
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2017
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$975,000
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$—
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$7,183,896
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$1,966,213
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$138,324
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$10,263,433
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Brian M. Hall
Executive Vice President and Chief Financial Officer |
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2019
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$450,000
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$—
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$789,224
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$274,739
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$56,817
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$1,570,780
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2018
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$386,539
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$—
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$331,138
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$43,731
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$39,975
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$801,383
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2017
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$321,154
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$—
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$294,550
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$551,253
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$33,940
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$1,200,897
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Andrew J. Namenye
Executive Vice President, Chief Legal Officer, and Corporate Secretary |
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2019
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$412,000
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$—
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$763,712
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$207,581
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$54,269
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$1,437,562
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2018
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$368,269
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$215,673
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$139,840
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$109,327
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$35,688
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$868,797
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Jamie M. Schnur
Group President – Aftermarket |
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2019
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$450,000
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$200,000
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$1,267,413
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$305,266
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$76,545
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$2,299,224
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2018
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$401,066
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$—
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$512,781
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$84,098
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$44,095
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$1,042,040
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2017
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$401,066
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| |
$—
|
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$379,819
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$1,432,427
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$46,167
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$2,259,479
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Nick C. Fletcher
Executive Vice President and Chief Human Resources Officer |
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2019
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$400,000
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$—
|
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$542,318
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$244,213
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$57,699
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$1,244,230
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2018
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$358,517
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| |
$—
|
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$116,604
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$42,049
|
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$42,619
|
| |
$559,789
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2017
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$358,517
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$—
|
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$275,808
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$674,698
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$41,891
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$1,350,914
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Pay for performance
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Establish challenging performance goals in incentive plans
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Maintain robust stock ownership guidelines for CEO, CFO, and Directors
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Require termination of employment in addition to a change in control for
accelerated equity vesting (double trigger), beginning 2018
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Require non-competition agreement for receipt of equity awards
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Subject executives’ cash and equity-based incentives to clawback
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Provide limited executive perquisites
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Provide no excise tax gross-ups
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400 Tons of Toxic Chemicals Eliminated
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We eliminate nearly 400 tons of dangerous Volatile Organic Compounds (VOC) every
year by powder-coating our products instead of using coatings comprised of harmful materials.
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Over 1 Million Solar KW Hours Produced Per Year
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By replacing conventional energy sources with the solar energy produced at our
7 solar operations, we’ve saved:
Gas = 352,003 (Equivalent energy to gallons of gasoline) Trees = 80,204 (Equivalent number of trees planted to remove equal amount CO2) Water = 2,268,320 (Gallons of water saved by not using in energy production) |
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900+ Tons of Plastic Scraps Reground
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We regrind more than 900 tons of ABS plastic scraps annually from two
thermoforming plants and send them back to our supplier to recycle and reuse.
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33,000+ Tons of Recycled Materials
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We recycle more than 33,000 tons of materials annually.
Steel = 23,545 tons Aluminum = 4,278 tons Cardboard = 2,200 tons Glass = 71 tons Officer Paper = 12 tons Plastic (in Northern Indiana) = 18.85 tons Wood (in Northern Indiana) = 3,000 tons |
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Proposal Number
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Subject
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Vote Required
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Impact of Abstentions and Broker Non-Votes, if any
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1
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Election of Directors
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A nominee must receive a majority of the votes cast with respect to his or her election, which means that the number of
votes cast “for” a nominee must exceed the number of votes cast “against” that nominee.
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Abstentions and broker non-votes will not affect the outcome of this proposal.
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2
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Advisory vote on executive compensation
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Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock
that are present in person or by proxy at the meeting and entitled to vote thereon.
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Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome
of this proposal.
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3
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Ratification of appointment of auditors
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Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock
that are present in person or by proxy at the meeting and entitled to vote thereon.
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Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome
of this proposal.
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FOR
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each of the nominees for the Board of Directors named in this Proxy Statement (Proposal 1).
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FOR
|
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advisory approval of the compensation of the Company’s Named Executive Officers as
described in this Proxy Statement (Proposal 2).
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FOR
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ratification of the appointment of KPMG LLP as the Company’s independent auditor
for the fiscal year ending December 31, 2020 (Proposal 3).
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership(1) |
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Approximate Percent
of Class(1) |
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BlackRock, Inc.(2)
55 East 52nd Street New York, NY 10055 |
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3,984,366
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15.9%
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The Vanguard Group, Inc.(3)
100 Vanguard Boulevard Malvern, PA 19355 |
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2,603,792
|
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10.4%
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Neuberger Berman Group LLC(4)
Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104 |
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1,378,440
|
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5.5%
|
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JPMorgan Chase & Co(5)
383 Madison Avenue New York, NY 10179 |
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1,279,276
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5.1%
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(1)
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Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission (“SEC”), and includes general
voting power and/or investment power with respect to securities. The approximate percent of class is determined based on the number of outstanding shares of the Company’s common stock on March 27, 2020.
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(2)
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Based on information reported to the SEC in an amended Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on February 4, 2020,
reflecting beneficial ownership as of December 31, 2019. BlackRock had sole voting power over 3,887,532 shares and sole dispositive power over 3,984,366 shares.
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(3)
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Based on information reported to the SEC in an amended Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) on February 12,
2020, reflecting beneficial ownership as of December 31, 2019. Vanguard had sole voting power over 51,372 shares and sole dispositive power over 2,551,539 shares. Vanguard had shared voting power over 3,974 shares and shared dispositive
power over 52,253 shares.
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(4)
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Based on information reported to the SEC in an amended Schedule 13G filed by Neuberger Berman Group LLC (“Neuberger”) on
February 13, 2020, reflecting beneficial ownership as of December 31, 2019. Neuberger and its affiliates may be deemed to be beneficial owners of securities because they, or certain affiliated persons, have shared power to retain, dispose
of, or vote the securities of unrelated clients. Neuberger and its affiliates had shared voting power over 1,367,130 shares and shared dispositive power over 1,378,440 shares. Neuberger or its affiliated persons do not, however, have any
economic interest in the securities of those clients. The clients have the sole right to receive, and the power to direct, the receipt of dividends from or proceeds from the sale of such securities. No one client has an interest of more
than 5% of the Company.
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(5)
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Based on information reported to the SEC in an amended Schedule 13G filed by JPMorgan Chase & Co (“JPMorgan”) on January 15,
2020, reflecting beneficial ownership as of December 31, 2019. JPMorgan had sole voting power over 1,195,459 shares and sole dispositive power over 1,279,276 shares.
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Name of Beneficial Owner
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Amount and Nature
of Beneficial Ownership(1) |
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Approximate
Percent of Class(1) |
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Frank J. Crespo
|
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11,609(2)
|
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*
|
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Brendan J. Deely
|
| |
17,303(3)
|
| |
*
|
|
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Ronald J. Fenech
|
| |
25,029(4)
|
| |
*
|
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James F. Gero
|
| |
302,670(5)
|
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1.2%
|
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Tracy D. Graham
|
| |
8,850(3)
|
| |
*
|
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Virginia L. Henkels
|
| |
7,509(6)
|
| |
*
|
|
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Jason D. Lippert
|
| |
282,193(7)
|
| |
1.1%
|
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Kieran M. O'Sullivan
|
| |
11,145(3)
|
| |
*
|
|
|
David A. Reed
|
| |
21,114(3)
|
| |
*
|
|
|
John A. Sirpilla
|
| |
1,000(8)
|
| |
*
|
|
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Brian M. Hall
|
| |
10,691(7)
|
| |
*
|
|
|
Andrew J. Namenye
|
| |
1,194(7)
|
| |
*
|
|
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Jamie M. Schnur
|
| |
20,657(7)
|
| |
*
|
|
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Nick C. Fletcher
|
| |
1,818(7)
|
| |
*
|
|
|
All current Directors and executive officers as a group (14 persons)
|
| |
722,781
|
| |
2.9%
|
|
*
|
Represents less than 1% of the outstanding shares of Common Stock.
|
(1)
|
Beneficial ownership is determined in accordance with rules of the SEC, and includes general voting power and/or investment power
with respect to securities. Shares of Common Stock subject to deferred stock units (“DSUs”), restricted stock units (“RSUs”), and performance stock units (“PSUs”) that vest within 60 days of March 27, 2020, are deemed to be outstanding
for the purpose of computing the amount of beneficial ownership and percentage ownership of the person holding such equity units, but are not deemed outstanding for computing the percentage ownership of any other person.
|
(2)
|
Includes 1,651 RSUs granted in May 2019, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 27,
2020. Excludes 1,269 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
|
(3)
|
Includes 1,651 RSUs granted in May 2019, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 27,
2020.
|
(4)
|
Includes 1,651 RSUs granted in May 2019, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 27,
2020. Excludes 1,074 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
|
(5)
|
Mr. Gero shares voting and dispositive power with respect to such shares with his wife. Includes 1,651 RSUs granted in May 2019,
plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 27, 2020. Excludes 2,242 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
|
(6)
|
Includes 1,651 RSUs granted in May 2019, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 27,
2020. Excludes 1,308 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
|
(7)
|
Excludes the following respective equity units that are not issuable within 60 days:
|
|
|
| |
RSUs
|
| |
PSUs
|
|
|
Jason D. Lippert
|
| |
66,440
|
| |
72,506
|
|
|
Brian M. Hall
|
| |
7,612
|
| |
10,561
|
|
|
Andrew J. Namenye
|
| |
7,811
|
| |
8,643
|
|
|
Jamie M. Schnur
|
| |
11,318
|
| |
10,644
|
|
|
Nick C. Fletcher
|
| |
5,384
|
| |
6,568
|
|
(8)
|
Excludes 708 RSUs not issuable within 60 days.
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|
| |
|
| |||
Committees: Compensation; Corporate Governance and Nominating (chair) |
| |
Brendan J. Deely
|
| |||
|
Mr. Deely, 54, has been a member of our Board of Directors since 2011. Mr. Deely
has been the Chief Executive Officer of Banner Solutions, a leading wholesaler of commercial, residential, and electronic access control door hardware and security products, since April 2018. From 2016 to March 2018, he was an independent
director and then President and Chief Executive Officer of A.H. Harris Construction Supplies, a leading distributor of construction supplies and equipment. From 2004 until December 2014, Mr. Deely was President and Chief Executive Officer
of L&W Supply Corporation, a subsidiary of USG Corporation, and from 2008 until November 2014, he was Senior Vice President of USG Corporation, a publicly-owned manufacturer and distributor of high-performance building systems. For
more than five years prior thereto, Mr. Deely held various executive positions with USG Corporation and its subsidiaries. He is a current Board member of Dayton Superior Corporation, a leading single-source provider of concrete
accessories, chemicals, and forming products for the non-residential construction industry.
Mr. Deely has extensive experience with respect to corporate management, operations, and compensation matters, and extensive experience with social responsibility organizations. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
32 Years
|
| |
9 Years
|
|
|
| |
|
| |||
Committees: Compensation (chair); Strategy and Acquisition |
| |
Tracy D. Graham
|
| |||
|
Mr. Graham, 46, has been a member of our Board of Directors since 2016. Mr. Graham
is Chief Executive Officer and Managing Principal of Graham-Allen Partners, a private investment firm focused on investing in technology and technology-enabled companies. Prior to forming Graham-Allen Partners in 2009, he served as Vice
President of SMB Technology Services for Cincinnati Bell, one of the nation’s leading regionally-focused local exchange, wireless, and data center providers. Mr. Graham also successfully built and sold three technology companies over a
12-year period, including GramTel USA, Inc., a provider of managed data center and related services to mid-sized businesses, which was sold to Cincinnati Bell. Mr. Graham is a director of 1st Source Bank, and during a three-year term that
expired in 2015, was a director of 1st Source Corporation, a publicly-owned bank holding company headquartered in South Bend, Indiana. He also serves on the board of directors of The Horton Group, a national insurance, employee benefits,
and risk advisory firm.
Mr. Graham has over 20 years of executive and leadership experience with technology-based and growth-oriented companies, as well as his multifaceted understanding of the data technology and cybersecurity issues facing businesses today. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
24 Years
|
| |
22 Years
|
|
|
| |
|
| |||
Committees: Audit (chair); Compensation |
| |
Virginia L. Henkels
|
| |||
|
Ms. Henkels, 51, has been a member of our Board of Directors since 2017. From 2008
to 2017, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then publicly-traded transportation services company, where she led numerous capital market transactions,
including its 2010 initial public offering. She also held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a
global diversified technology and manufacturing company, including as Worldwide Revenue Chain and Finance Six Sigma Leader and Director of Financial Planning and Analysis at Honeywell International’s Industry Solutions division.
Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. Ms. Henkels also serves on the board of directors of Viad Corp., a publicly traded full-service live
events and travel experience company, and Echo Global Logistics, Inc., a publicly traded provider of technology-enabled transportation and supply chain management solutions.
Formerly a CPA, Ms. Henkels has extensive experience with finance, accounting, capital markets, and investor relations, as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
30 Years
|
| |
3 Years
|
|
|
| |
|
| |||
Committees: Audit; Corporate Governance and Nominating; Risk |
| |
Kieran M. O’Sullivan
|
| |||
|
Mr. O’Sullivan, 58, has been a member of our Board of Directors since 2015.
Mr. O'Sullivan is President, Chief Executive Officer, and Chairman of the Board of CTS Corporation, a publicly-owned designer and manufacturer of electronic components and sensors to original equipment manufacturers in the automotive,
communications, medical, defense and aerospace, industrial, and computer markets. Prior to joining CTS in 2013, he served as Executive Vice President of Continental AG’s Global Infotainment and Connectivity Business and led the NAFTA
Interior Division, having joined Continental AG, a global automotive supplier, in 2006.
Mr. O’Sullivan has over 25 years of leadership experience in operations, strategy, mergers and acquisitions, and finance roles in the manufacturing services, electronics, and automotive business segments, experience in global markets, as well as experience as a sitting President and Chief Executive Officer of a publicly-owned corporation. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
30 Years
|
| |
7 Years
|
|
|
| |
|
| |||
Committees: Audit; Strategy and Acquisition (chair) |
| |
David A. Reed
|
| |||
|
Mr. Reed, 72, has been a member of our Board of Directors since 2003. Mr. Reed is
President of a privately-held family investment management company. Mr. Reed retired as Senior Vice Chair for Ernst & Young LLP in 2000 where he held several senior U.S. and global operating, administrative, and marketing roles in his
26-year tenure with the firm. He served on Ernst & Young LLP’s Management Committee and Global Executive Council from 1991 to 2000. His experience includes service as a director for several publicly-owned, venture capital, and private
equity-based companies since 2000.
Mr. Reed has accounting and financial acumen, with particular knowledge of financial reporting and taxation, and has public company board experience. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
38 Years
|
| |
20 Years
|
|
|
| |
|
| |||
Committees: Corporate Governance and Nominating; Strategy and Acquisition |
| |
John A. Sirpilla
|
| |||
|
Mr. Sirpilla, 53, has been a member of our Board of Directors since 2019.
Mr. Sirpilla is Chief Executive Officer and the founder of Encourage LLC, a small family office focused on investing in retail, medical development, and health management. From 2003 to 2012, Mr. Sirpilla served as President of Camping
World Accessory Stores, a 140-store nationwide retail chain serving the RV industry. In 2012, Mr. Sirpilla was promoted to Chief Business Development Officer for the parent company of Camping World and Good Sam, where he led store
operations, logistics, and new business development until his retirement in 2017. Mr. Sirpilla is a current Board member of the Pro Football Hall of Fame, Aultman Health Foundation, TecTraum Inc., and the Pregnancy Support Center, and
serves as Chairman of the Board for the Stark County Catholic Schools.
Mr. Sirpilla has over 30 years of executive and leadership experience in the RV industry, as well as extensive knowledge and expertise in investments and strategic planning. |
| |||||
|
Total Career Experience:
|
| |
Total Board Experience:
|
| ||
|
32 Years
|
| |
25 Years
|
|
|
The Board of Directors recommends a vote FOR election of each
of the ten Director nominees.
|
|
•
|
presiding at executive sessions, with the authority to call meetings of the non-employee Directors;
|
•
|
advising on the selection of committee chairs;
|
•
|
approving the agenda, schedule, and information sent to the Directors for Board meetings and assuring that there is sufficient time
for discussion of all items on Board meeting agendas;
|
•
|
working with the CEO to prepare a schedule of strategic discussion items; and
|
•
|
guiding the Board’s governance processes, including the annual Board self-evaluation and succession planning.
|
|
Name
|
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Corporate
Governance and Nominating Committee |
| |
Risk
Committee |
| |
Strategy and
Acquisition Committee |
|
|
James F. Gero
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Frank J. Crespo
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brendan J. Deely
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Ronald J. Fenech
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Tracy D. Graham
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Virginia L. Henkels
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Kieran M. O'Sullivan
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
David A. Reed
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
John A. Sirpilla
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
|
|
Audit Committee
Committee Members Virginia L. Henkels James F. Gero Kieran M. O’Sullivan David A. Reed Number of meetings in 2019: 7 |
| |
Key Responsibilities
|
|
|
|
| |||
|
The purpose of the Audit Committee of the Board of Directors is to assist the
Board in its oversight of (i) the conduct of the Company’s financial reporting processes and the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the
independence, qualifications, and performance of the Company’s independent auditor; (iv) the adequacy and effectiveness of the Company’s systems of internal control over financial reporting and disclosure controls and procedures, and the
performance of the Company’s internal audit function; and (v) the Company’s compliance with ethical standards adopted by the Company. The Committee also prepares an annual report for inclusion in the Company’s Proxy Statement. The Audit
Committee selects the Company’s independent auditor, which selection is submitted to the stockholders for ratification in this Proxy Statement. See “Proposal 3. Ratification of Appointment of Auditors.”
|
| |||
|
|
| |||
|
All of the Audit Committee members meet the independence and experience
requirements of the NYSE and the SEC. Ms. Henkels serves as Chair of the Audit Committee, and each member of the Committee has been determined by the Board of Directors to be an “audit committee financial expert” as defined by the SEC.
This Committee held seven meetings during the year ended December 31, 2019.
|
| |||
|
|
| |
|
|
|
|
| |
|
|
|
Corporate Governance and Nominating Committee
Committee Members Brendan J. Deely Frank J. Crespo James F. Gero Kieran M. O’Sullivan John A. Sirpilla Number of meetings in 2019: 2 |
| |
Key Responsibilities
|
|
|
|
| |||
|
The purpose of the Corporate Governance and Nominating Committee of the Board of
Directors is to assist the Board in (i) identifying qualified individuals to become Board members; (ii) determining the composition of the Board of Directors and its Committees; (iii) monitoring a process to assess Board effectiveness;
(iv) developing and implementing the Company’s corporate governance principles and business guidelines; and (v) evaluating potential candidates for executive positions. The Corporate Governance and Nominating Committee oversees the
development of executive succession plans, coordinates with the Compensation Committee with respect to compensation of Directors, reviews and approves related person transactions, and resolves any conflicts of interest involving a
Director. The Committee also reviews and, if necessary, recommends revisions to the Company’s Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and other governance policies adopted from time to time.
|
| |||
|
|
| |||
|
The Corporate Governance and Nominating Committee leads the search for individuals
qualified to become Directors and selects nominees to be presented for stockholder approval at each Annual Meeting of Stockholders and to fill vacancies on the Board of Directors. See “Proposal 1. Election of Directors - Director
Qualifications and Selection Process.”
|
| |||
|
|
| |||
|
Mr. Deely serves as Chairman of the Corporate Governance and Nominating Committee.
This Committee held two meetings during the year ended December 31, 2019.
|
| |||
|
|
| |
|
|
|
|
| |
|
|
|
Strategy and Acquisition Committee
Committee Members David A. Reed Ronald J. Fenech Tracy D. Graham John A. Sirpilla Number of meetings in 2019: 12 |
| |
Key Responsibilities
|
|
|
|
| |||
|
The purpose of the Strategy and Acquisition Committee is to assist the Board in
fulfilling its oversight responsibilities relating to the formulation and execution of strategy for the Company, risks and opportunities relating to such strategy, and strategic decisions regarding investments, acquisitions, and
divestitures by the Company. The Strategy and Acquisition Committee (i) works with Management in the development of the Company’s strategy; (ii) monitors execution of the Company’s strategic plan, both domestically and internationally,
against stated goals and objectives, and provides guidance and feedback as necessary; (iii) in conjunction with Management, develops an acquisition strategy that aligns with the Company’s long-term strategic plan; (iv) reviews each
proposed acquisition by the Company above an established threshold in the context of various factors, including whether to recommend approval of the acquisition; (v) from time to time, reviews and recommends to the Board of Directors
whether to exit an existing business or dispose of assets; and (vi) reviews and analyzes actions and results against stated goals and objectives.
|
| |||
|
|
| |||
|
Mr. Reed serves as Chairman of the Strategy and Acquisition Committee. This
Committee held twelve meetings during the year ended December 31, 2019.
|
| |||
|
|
| |
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash(1) |
| |
Stock
Awards(2) |
| |
All Other
Compensation(3) |
| |
Total
|
|
|
James F. Gero
|
| |
$198,375
|
| |
$140,064
|
| |
$4,272
|
| |
$342,711
|
|
|
Frank J. Crespo
|
| |
$112,125
|
| |
$140,064
|
| |
$4,195
|
| |
$256,384
|
|
|
Brendan J. Deely
|
| |
$97,500
|
| |
$140,064
|
| |
$4,195
|
| |
$241,759
|
|
|
Ronald J. Fenech
|
| |
$94,875
|
| |
$140,064
|
| |
$4,179
|
| |
$239,118
|
|
|
Tracy D. Graham
|
| |
$92,473
|
| |
$140,064
|
| |
$4,179
|
| |
$236,716
|
|
|
Frederick B. Hegi, Jr.
|
| |
$44,344
|
| |
$ —
|
| |
$1,638
|
| |
$45,982
|
|
|
Virginia L. Henkels
|
| |
$115,575
|
| |
$140,064
|
| |
$4,187
|
| |
$259,826
|
|
|
Kieran M. O'Sullivan
|
| |
$89,027
|
| |
$140,064
|
| |
$4,197
|
| |
$233,288
|
|
|
David A. Reed
|
| |
$100,500
|
| |
$140,064
|
| |
$4,198
|
| |
$244,762
|
|
|
John A. Sirpilla
|
| |
$10,537
|
| |
$72,732
|
| |
$452
|
| |
$83,721
|
|
|
Total
|
| |
$ 955,331
|
| |
$1,193,244
|
| |
$35,692
|
| |
$2,184,267
|
|
(1)
|
Represents the Directors’ annual cash retainer amount and the additional annual cash fee paid to the Chairman of the Board and the
Committee Chairs, as applicable, for the period of time they served in the respective positions in 2019, except for Messrs. Gero, Crespo, Fenech, and Hegi, and Ms. Henkels, who elected to receive DSUs in lieu of their cash compensation
for 2019. For those Directors, the amount shown represents the value, as of the date credited, of DSUs issued in lieu of cash compensation in payment of Directors’ fees. To encourage our Directors’ long-term ownership of the Common Stock
of the Company, non-employee Directors may elect to accept DSUs in lieu of cash compensation in payment of Directors' fees. An initial election to defer compensation for a calendar year must be made prior to December 31st of the preceding
calendar year. The number of DSUs, credited at the fair market value of the stock on the date credited, is equivalent to 115 percent of the deferred fee. The DSUs are distributed in the form of shares of Common Stock of the Company at the
end of the initial restriction or deferral period selected by the Director, subject to earlier distribution upon death, disability, or certain changes-in-control of the Company, and are intended to comply with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”). Until shares representing the DSUs are distributed, the Director does not have any rights of a stockholder of the Company with respect to such shares, other than to
receive dividend equivalents in DSUs with the same deferral period as the underlying units, if dividends are issued to stockholders.
|
(2)
|
In May 2019, each non-employee Director who was elected at the 2019 Annual Meeting was granted 1,600 RSUs, having a value of
approximately $140,000, as the annual equity grant component of Director compensation. The grant date fair value of the RSUs granted to Directors in May 2019 was $87.56 per share, the closing price on the day before the grant. The closing
price on the grant date was $87.54. These RSUs vest in full on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders in the following year. Additionally, in November 2019, Mr. Sirpilla
received, upon his election to the Board, a grant of 696 RSUs, having a value of $72,913. The grant date fair value was $104.76 per share, the closing price on the day before the grant. The closing price on the grant date was $104.50.
These RSUs vest in full on the first anniversary of the grant date. Directors do not have any rights of a stockholder of the Company with respect to RSUs, other than to receive dividend equivalents in RSUs with the same vesting period, if
dividends are issued to stockholders. Non-employee Directors can also receive non-qualified stock options or other stock-based awards under the 2018 Plan. No stock options or other stock-based awards were granted in fiscal 2019 to our
non-employee Directors. As of December 31, 2019, the non-employee Directors held the following number of RSUs:
|
|
Name
|
| |
RSUs Held at
December 31, 2019 |
|
|
James F. Gero
|
| |
1,633
|
|
|
Frank J. Crespo
|
| |
1,633
|
|
|
Brendan J. Deely
|
| |
1,633
|
|
|
Ronald J. Fenech
|
| |
1,633
|
|
|
Tracy D. Graham
|
| |
1,633
|
|
|
Virginia L. Henkels
|
| |
1,633
|
|
|
Kieran M. O'Sullivan
|
| |
1,633
|
|
|
David A. Reed
|
| |
1,633
|
|
|
John A. Sirpilla
|
| |
700
|
|
(3)
|
Represents the dollar value of dividend equivalents credited on stock awards in the applicable year when those amounts were not
factored into the grant date fair value of the award.
|
|
Annual Fee for Board or Committee Chair
|
| |
|
|
|
Board of Directors
|
| |
$90,000
|
|
|
Audit Committee
|
| |
$18,000
|
|
|
Compensation Committee
|
| |
$16,500
|
|
|
Corporate Governance and Nominating Committee
|
| |
$15,000
|
|
|
Risk Committee
|
| |
$15,000
|
|
|
Strategy and Acquisition Committee
|
| |
$18,000
|
|
|
Peer Group for 2019 Compensation
|
| |||
|
American Axle & Manufacturing Holdings, Inc.
|
| |
Modine Manufacturing Company
|
|
|
Applied Industrial Technologies, Inc.
|
| |
NCI Building Systems, Inc.
|
|
|
Brunswick Corporation
|
| |
Patrick Industries, Inc.
|
|
|
Cooper-Standard Holdings Inc.
|
| |
Standard Motor Products, Inc.
|
|
|
Dana Incorporated
|
| |
Thor Industries, Inc.
|
|
|
Donaldson Company, Inc.
|
| |
Tower International, Inc.
|
|
|
Gentex Corporation
|
| |
Visteon Corporation
|
|
|
Graco Inc.
|
| |
Wabash National Corporation
|
|
|
Lincoln Electric Holdings, Inc.
|
| |
Watts Water Technologies, Inc.
|
|
|
Masonite International Corporation
|
| |
Winnebago Industries, Inc.
|
|
|
Named Executive Officer
|
| |
Title
|
| |
Multiple of Base Salary
|
| |
Cash Equivalent
|
|
|
Jason D. Lippert
|
| |
President and Chief Executive Officer
|
| |
5.00
|
| |
$5,021,250
|
|
|
Brian M. Hall
|
| |
Executive Vice President and Chief Financial Officer
|
| |
3.00
|
| |
$1,350,000
|
|
|
Executive
|
| |
Title
|
| |
2018 Base Salary
|
| |
2019 Base Salary
|
| |
% Change
|
|
|
Jason D. Lippert(1)
|
| |
President and Chief Executive Officer
|
| |
$975,000
|
| |
$1,004,250
|
| |
3%
|
|
|
Brian M. Hall(2)
|
| |
Executive Vice President and Chief Financial Officer
|
| |
$386,539
|
| |
$450,000
|
| |
16%
|
|
|
Andrew J. Namenye(2)
|
| |
Executive Vice President, Chief Legal Officer, and Corporate Secretary
|
| |
$368,269
|
| |
$412,000
|
| |
12%
|
|
|
Jamie M. Schnur(2)
|
| |
Group President - Aftermarket
|
| |
$401,066
|
| |
$450,000
|
| |
12%
|
|
|
Nick C. Fletcher(2)
|
| |
Executive Vice President and Chief Human Resources Officer
|
| |
$358,517
|
| |
$400,000
|
| |
12%
|
|
(1)
|
Mr. Lippert’s 2019 base salary adjustment was consistent with the merit increase guidelines for employees based in the U.S.
|
(2)
|
The 2019 base salaries for Messrs. Hall, Namenye, Schnur, and Fletcher were adjusted based on a market analysis performed by Willis
Towers Watson to better align their base salaries with their peers.
|
|
|
| |
Revenue Achieved
|
| |
Incentive Payout
|
|
|
Below Threshold
|
| |
<$2.35 billion
|
| |
0% of Target
|
|
|
Overall Threshold
|
| |
$2.35 billion
|
| |
50% of Target
|
|
|
Target
|
| |
$2.55 billion
|
| |
100% of Target
|
|
|
Maximum
|
| |
$2.75 billion
|
| |
200% of Target
|
|
|
|
| |
Adjusted EBIT Achieved
|
| |
Incentive Payout
|
|
|
Below Threshold
|
| |
<$200.0 million
|
| |
0% of Target
|
|
|
Overall Threshold
|
| |
$200.0 million
|
| |
50% of Target
|
|
|
Target
|
| |
$225.0 million
|
| |
100% of Target
|
|
|
Maximum
|
| |
$250.0 million
|
| |
200% of Target
|
|
|
Executive
|
| |
Target Bonus
|
|
|
Jason D. Lippert
|
| |
$2,008,500
|
|
|
Brian M. Hall
|
| |
$450,000
|
|
|
Andrew J. Namenye
|
| |
$340,000
|
|
|
Jamie M. Schnur
|
| |
$500,000
|
|
|
Nick C. Fletcher
|
| |
$400,000
|
|
|
Name
|
| |
Target Cash
|
| |
Revenue
Amount |
| |
Adjusted EBIT
Amount |
| |
Cash Payment
Under 2019 AIP |
|
|
Jason D. Lippert
|
| |
$2,008,500
|
| |
$221,939
|
| |
$1,004,314
|
| |
$1,226,253
|
|
|
Brian M. Hall
|
| |
$450,000
|
| |
$49,725
|
| |
$225,014
|
| |
$274,739
|
|
|
Andrew J. Namenye
|
| |
$340,000
|
| |
$37,570
|
| |
$170,011
|
| |
$207,581
|
|
|
Jamie M. Schnur
|
| |
$500,000
|
| |
$55,250
|
| |
$250,016
|
| |
$305,266
|
|
|
Nick C. Fletcher
|
| |
$400,000
|
| |
$44,200
|
| |
$200,013
|
| |
$244,213
|
|
|
Name
|
| |
ROIC Units
(at target) |
| |
Diversification Units
(at target, assuming the achievement of target ROIC) |
| |
Annual RSUs
|
| |
Extension
RSUs |
|
|
Jason D. Lippert
|
| |
31,646
|
| |
3,165
|
| |
31,646
|
| |
30,429
|
|
|
Brian M. Hall
|
| |
3,652
|
| |
365
|
| |
2,435
|
| |
3,652
|
|
|
Andrew J. Namenye
|
| |
3,360
|
| |
336
|
| |
2,240
|
| |
3,382
|
|
|
Jamie M. Schnur
|
| |
4,017
|
| |
402
|
| |
2,678
|
| |
9,129
|
|
|
Nick C. Fletcher
|
| |
1,863
|
| |
186
|
| |
1,242
|
| |
3,652
|
|
|
| |
COMPENSATION COMMITTEE
|
|
| |
|
|
| |
Tracy D. Graham, Chairman
Brendan J. Deely Virginia L. Henkels |
|
Name and
Principal Position |
| |
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Stock
Awards(2) |
| |
Non-Equity
Incentive Plan Compensation(3) |
| |
All Other
Compensation(4) |
| |
Total
|
|
|
Jason D. Lippert
President and Chief Executive Officer |
| |
2019
|
| |
$1,004,250
|
| |
$—
|
| |
$7,567,765
|
| |
$1,226,253
|
| |
$297,369
|
| |
$10,095,637
|
|
|
2018
|
| |
$975,000
|
| |
$—
|
| |
$4,544,581
|
| |
$327,982
|
| |
$145,132
|
| |
$5,992,695
|
| |||
|
2017
|
| |
$975,000
|
| |
$—
|
| |
$7,183,896
|
| |
$1,966,213
|
| |
$138,324
|
| |
$10,263,433
|
| |||
|
Brian M. Hall
Executive Vice President and Chief Financial Officer |
| |
2019
|
| |
$450,000
|
| |
$—
|
| |
$789,224
|
| |
$274,739
|
| |
$56,817
|
| |
$1,570,780
|
|
|
2018
|
| |
$386,539
|
| |
$—
|
| |
$331,138
|
| |
$43,731
|
| |
$39,975
|
| |
$801,383
|
| |||
|
2017
|
| |
$321,154
|
| |
$—
|
| |
$294,550
|
| |
$551,253
|
| |
$33,940
|
| |
$1,200,897
|
| |||
|
Andrew J. Namenye(5)
Executive Vice President, Chief Legal Officer, and Corporate Secretary |
| |
2019
|
| |
$412,000
|
| |
$—
|
| |
$763,712
|
| |
$207,581
|
| |
$54,269
|
| |
$1,437,562
|
|
|
2018
|
| |
$368,269
|
| |
$215,673
|
| |
$139,840
|
| |
$109,327
|
| |
$35,688
|
| |
$868,797
|
| |||
|
Jamie M. Schnur
Group President - Aftermarket |
| |
2019
|
| |
$450,000
|
| |
$200,000
|
| |
$1,267,413
|
| |
$305,266
|
| |
$76,545
|
| |
$2,299,224
|
|
|
2018
|
| |
$401,066
|
| |
$—
|
| |
$512,781
|
| |
$84,098
|
| |
$44,095
|
| |
$1,042,040
|
| |||
|
2017
|
| |
$401,066
|
| |
$—
|
| |
$379,819
|
| |
$1,432,427
|
| |
$46,167
|
| |
$2,259,479
|
| |||
|
Nick C. Fletcher
Executive Vice President and Chief Human Resources Officer |
| |
2019
|
| |
$400,000
|
| |
$—
|
| |
$542,318
|
| |
$244,213
|
| |
$57,699
|
| |
$1,244,230
|
|
|
2018
|
| |
$358,517
|
| |
$—
|
| |
$116,604
|
| |
$42,049
|
| |
$42,619
|
| |
$559,789
|
| |||
|
2017
|
| |
$358,517
|
| |
$—
|
| |
$275,808
|
| |
$674,698
|
| |
$41,891
|
| |
$1,350,914
|
|
(1)
|
With respect to Mr. Namenye, the amount reported for 2018 represents a special bonus paid to Mr. Namenye in an amount equal to the
excess of the 2018 cash bonus amount we agreed to pay Mr. Namenye as an inducement for him to join the Company, over the amount earned pursuant to the 2018 AIP. As calculated pursuant to the terms of the 2018 AIP, Mr. Namenye’s cash bonus
would have been $109,327, which is reported in the “Non-Equity Incentive Plan Compensation” column for 2018. As a result, in March 2019, the Committee approved a special cash bonus payment to Mr. Namenye of the difference between those
two amounts, or $215,673. With respect to Mr. Schnur, in March 2019, the Committee approved a special bonus to be paid to Mr. Schnur in 2019 in recognition of taking on additional responsibilities outside of his role.
|
(2)
|
The amounts in this column represent the aggregate grant date fair value of the stock awards granted in that year determined in
accordance with Accounting Standards Codification Topic 718 (“ASC 718”). For a discussion of assumptions made in determining the grant date fair value, see Note 2 of the Notes to Consolidated Financial Statements included in our Annual
Report on Form 10-K for the year ended December 31, 2019. The stock awards consist of: (i) with respect to 2019, annual awards of the 2019 PSUs (including both ROIC Units and Diversification Units), annual awards of RSUs and special
awards of Extension RSUs in connection with each NEO's agreement to extend the time period of the restrictive covenants in his employment agreement by an additional 12 months; (ii) with respect to 2018, annual awards of PSUs subject to
the Company’s ROIC performance (“ROIC PSUs”), EPS PSUs, and RSUs (except that Mr. Namenye only received RSUs and Mr. Fletcher only received ROIC PSUs); and (iii) with respect to 2017, DSUs, performance shares based on Adjusted EPS (“EPS
Performance Shares”), and, for Mr. Lippert, performance shares based on ROIC.
|
|
|
| |
2019 PSUs
|
| |
2018 ROIC PSUs
|
| |
2018 EPS PSUs
|
| |
2017 EPS
Performance Shares |
| |
2017 ROIC
Performance Shares |
| |||||||||||||||
|
Name
|
| |
Grant Date
Fair Value (Based on Probable Outcome) |
| |
Grant Date
Fair Value (Based on Maximum Performance) |
| |
Grant Date
Fair Value (Based on Probable Outcome) |
| |
Grant Date
Fair Value (Based on Maximum Performance) |
| |
Grant Date
Fair Value (Based on Probable Outcome) |
| |
Grant Date
Fair Value (Based on Maximum Performance) |
| |
Grant Date
Fair Value (Based on Probable Outcome) |
| |
Grant Date
Fair Value (Based on Maximum Performance) |
| |
Grant Date
Fair Value (Based on Probable Outcome) |
| |
Grant Date
Fair Value (Based on Maximum Performance) |
|
|
Jason D. Lippert
|
| |
$2,719,087
|
| |
$5,438,174
|
| |
$908,959
|
| |
$3,635,835
|
| |
$2,423,748
|
| |
$3,635,835
|
| |
$3,909,596
|
| |
$3,909,596
|
| |
$1,971,046
|
| |
$3,900,000
|
|
|
Brian M. Hall
|
| |
$313,768
|
| |
$627,536
|
| |
$125,941
|
| |
$503,763
|
| |
$137,506
|
| |
$206,258
|
| |
$221,776
|
| |
$221,776
|
| |
N/A
|
| |
N/A
|
|
|
Andrew J. Namenye
|
| |
$288,695
|
| |
$577,389
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Jamie M. Schnur
|
| |
$345,168
|
| |
$690,336
|
| |
$233,102
|
| |
$932,407
|
| |
$187,373
|
| |
$281,059
|
| |
$285,892
|
| |
$285,892
|
| |
N/A
|
| |
N/A
|
|
|
Nick C. Fletcher
|
| |
$160,047
|
| |
$320,095
|
| |
$116,604
|
| |
$466,416
|
| |
N/A
|
| |
N/A
|
| |
$207,637
|
| |
$207,637
|
| |
N/A
|
| |
N/A
|
|
|
Name
|
| |
2019
Extension RSUs |
| |
2019
Annual RSUs |
| |
2018 RSUs
|
| |
2017 DSUs
|
|
|
Jason D. Lippert
|
| |
$2,376,809
|
| |
$2,471,869
|
| |
$1,211,874
|
| |
$1,303,254
|
|
|
Brian M. Hall
|
| |
$285,258
|
| |
$190,198
|
| |
$67,692
|
| |
$72,774
|
|
|
Andrew J. Namenye
|
| |
$300,051
|
| |
$174,966
|
| |
$139,840
|
| |
N/A
|
|
|
Jamie M. Schnur
|
| |
$713,066
|
| |
$209,179
|
| |
$92,307
|
| |
$93,927
|
|
|
Nick C. Fletcher
|
| |
$285,258
|
| |
$97,013
|
| |
N/A
|
| |
$68,171
|
|
(3)
|
The amounts in this column represent: (i) for 2019, bonus payment amounts earned pursuant to the 2019 AIP; (ii) for 2018, bonus
payment amounts earned pursuant to the 2018 AIP; and (iii) for 2017, bonus payment amounts earned pursuant to the 2017 Annual Incentive Program.
|
(4)
|
Amounts shown in this column include the following payments the Company made to or on behalf of our NEOs:
|
|
Name
|
| |
Year
|
| |
Dividend
Equivalent Unit Value(A) |
| |
401(k)
Matching Contribution |
| |
Health
Insurance |
| |
Other
Perquisites(B) |
| |
Total All
Other Compensation |
|
|
Jason D. Lippert
|
| |
2019
|
| |
$249,954
|
| |
$11,200
|
| |
$9,470
|
| |
$26,745
|
| |
$297,369
|
|
|
|
| |
2018
|
| |
$101,562
|
| |
$11,000
|
| |
$11,495
|
| |
$21,075
|
| |
$145,132
|
|
|
|
| |
2017
|
| |
$92,278
|
| |
$10,800
|
| |
$9,579
|
| |
$25,667
|
| |
$138,324
|
|
|
Brian M. Hall
|
| |
2019
|
| |
$26,067
|
| |
$11,200
|
| |
$9,470
|
| |
$10,080
|
| |
$56,817
|
|
|
|
| |
2018
|
| |
$7,400
|
| |
$11,000
|
| |
$11,495
|
| |
$10,080
|
| |
$39,975
|
|
|
|
| |
2017
|
| |
$4,159
|
| |
$10,800
|
| |
$5,944
|
| |
$13,037
|
| |
$33,940
|
|
|
Andrew J. Namenye
|
| |
2019
|
| |
$17,512
|
| |
$11,200
|
| |
$9,470
|
| |
$16,087
|
| |
$54,269
|
|
|
|
| |
2018
|
| |
$3,125
|
| |
$11,000
|
| |
$11,495
|
| |
$10,068
|
| |
$35,688
|
|
|
Jamie M. Schnur
|
| |
2019
|
| |
$41,861
|
| |
$11,200
|
| |
$9,470
|
| |
$14,014
|
| |
$76,545
|
|
|
|
| |
2018
|
| |
$11,460
|
| |
$11,000
|
| |
$11,495
|
| |
$10,140
|
| |
$44,095
|
|
|
|
| |
2017
|
| |
$5,363
|
| |
$10,800
|
| |
$10,077
|
| |
$19,927
|
| |
$46,167
|
|
|
Nick C. Fletcher
|
| |
2019
|
| |
$17,912
|
| |
$11,200
|
| |
$5,717
|
| |
$22,870
|
| |
$57,699
|
|
|
|
| |
2018
|
| |
$2,606
|
| |
$11,000
|
| |
$6,905
|
| |
$22,108
|
| |
$42,619
|
|
|
|
| |
2017
|
| |
$1,285
|
| |
$10,800
|
| |
$10,077
|
| |
$19,729
|
| |
$41,891
|
|
(A)
|
Represents the dollar value of dividend equivalents credited on stock awards in the applicable year when those amounts were not
factored into the grant date fair value of the award.
|
(B)
|
Other perquisites included automobile allowance and related expenses, costs of spousal travel for Company events, and long-term
disability insurance.
|
(5)
|
Mr. Namenye joined the Company in September 2017. As permitted by the SEC, because 2018 was Mr. Namenye’s first year as a Named
Executive Officer, the compensation paid to him prior to 2018 is not included in this table.
|
|
|
| |
Grant
Date |
| |
Date of
Compensation Committee Approval |
| |
Estimated Possible 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 |
| |
Grant Date
Fair Value of Stock and Option Awards(6) |
| ||||||||||||
|
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||
|
Jason D. Lippert
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
31,646(2)
|
| |
$2,471,869
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
30,429(3)
|
| |
$2,376,809
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
17,406(4)
|
| |
34,811(4)
|
| |
69,622(4)
|
| |
—
|
| |
$2,719,087
|
|
|
|
| |
|
| |
02/26/19
|
| |
$1,004,250
|
| |
$2,008,500
|
| |
$4,017,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brian M. Hall
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
2,435(2)
|
| |
$190,198
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
3,652(3)
|
| |
$285,258
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
2,009(4)
|
| |
4,017(4)
|
| |
8,034(4)
|
| |
—
|
| |
$313,768
|
|
|
|
| |
|
| |
02/26/19
|
| |
$225,000
|
| |
$450,000
|
| |
$900,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Andrew J. Namenye
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
2,240(2)
|
| |
$174,966
|
|
|
|
| |
10/08/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
3,382(5)
|
| |
$300,051
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
1,848(4)
|
| |
3,696(4)
|
| |
7,392(4)
|
| |
—
|
| |
$288,695
|
|
|
|
| |
|
| |
02/26/19
|
| |
$170,000
|
| |
$340,000
|
| |
$680,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Jamie M. Schnur
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
2,678(2)
|
| |
$209,179
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
9,129(3)
|
| |
$713,066
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
2,210(4)
|
| |
4,419(4)
|
| |
8,838(4)
|
| |
—
|
| |
$345,168
|
|
|
|
| |
|
| |
02/26/19
|
| |
$250,000
|
| |
$500,000
|
| |
$1,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Nick C. Fletcher
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
1,242(2)
|
| |
$97,013
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
3,652(3)
|
| |
$285,258
|
|
|
|
| |
03/07/19
|
| |
02/26/19
|
| |
|
| |
|
| |
|
| |
1,025(4)
|
| |
2,049(4)
|
| |
4,098(4)
|
| |
—
|
| |
$160,047
|
|
|
|
| |
|
| |
02/26/19
|
| |
$200,000
|
| |
$400,000
|
| |
$800,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
Amounts shown in this column represent the potential cash payout amounts under the 2019 AIP. The actual payout amounts related to
2019 performance are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.
|
(2)
|
Represents the annual grant of RSUs, which vest ratably each year on the first through the third anniversaries of the respective grant
date.
|
(3)
|
Represents the Extension RSUs, which vest ratably each year on the first through the third anniversaries of the respective grant date.
|
(4)
|
Represents the 2019 PSUs that will be earned depending on: (i) the level of achievement of ROIC-related performance goals for 2021
and (ii) the extent to which the Company’s revenues are diversified in 2021. The final number of shares earned (i) for the ROIC Units could be from 50% of target for performance at the threshold level up to 200% of target for maximum
performance and (ii) for the Diversification Units could be from 0% of the earned ROIC Units for performance at or below the threshold level up to 20% of the earned ROIC Units for maximum performance. Earned PSUs will vest on the date the
Committee certifies the performance results, which will be no later than March 10, 2022.
|
(5)
|
Represents Extension RSUs that vest over a three-year period, with one-third vesting on each of December 1, 2020, December 1, 2021,
and December 1, 2022.
|
(6)
|
Amounts represent the grant date fair value of the awards determined in accordance with ASC718. For a discussion of assumptions
made in determining the grant date fair value, see Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. Amounts related to PSUs represent the value at
the grant date based upon the probable outcome of the performance conditions.
|
|
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market Value of
Shares or Units That Have Not Vested(1) |
| |
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(1) |
|
|
Jason D. Lippert
|
| |
02/24/17
|
| |
4,270(2)
|
| |
$457,445
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
8,042(3)
|
| |
$861,539
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
3,382(4)
|
| |
$362,314
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
32,552(5)
|
| |
$3,487,296
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
31,300(5)
|
| |
$3,353,169
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
—
|
| |
$—
|
| |
32,552(6)
|
| |
$3,487,296
|
|
|
Brian M. Hall
|
| |
02/24/17
|
| |
241(2)
|
| |
$25,818
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
449(3)
|
| |
$48,101
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
469(4)
|
| |
$50,244
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
2,505(5)
|
| |
$268,361
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
3,757(5)
|
| |
$402,487
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
—
|
| |
$—
|
| |
3,757(6)
|
| |
$402,487
|
|
|
Andrew J. Namenye
|
| |
03/01/18
|
| |
927(3)
|
| |
$99,310
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
2,304(5)
|
| |
$246,828
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
—
|
| |
$—
|
| |
3,456(6)
|
| |
$370,241
|
|
|
|
| |
10/08/19
|
| |
3,403(7)
|
| |
$364,563
|
| |
—
|
| |
$—
|
|
|
Jamie M. Schnur
|
| |
02/24/17
|
| |
308(2)
|
| |
$32,996
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
613(3)
|
| |
$65,671
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
867(4)
|
| |
$92,882
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
2,755(5)
|
| |
$295,143
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
9,390(5)
|
| |
$1,005,951
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
—
|
| |
$—
|
| |
4,132(6)
|
| |
$442,661
|
|
|
Nick C. Fletcher
|
| |
02/24/17
|
| |
225(2)
|
| |
$24,104
|
| |
—
|
| |
$—
|
|
|
|
| |
03/01/18
|
| |
434(4)
|
| |
$46,494
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
1,278(5)
|
| |
$136,912
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
3,756(5)
|
| |
$402,380
|
| |
—
|
| |
$—
|
|
|
|
| |
03/07/19
|
| |
—
|
| |
$—
|
| |
1,916(6)
|
| |
$205,261
|
|
(1)
|
Market value determined based on the closing market price of our Common Stock on December 31, 2019 of $107.13 per share, multiplied
by the number of underlying shares not yet vested.
|
(2)
|
Represents DSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third
anniversaries of the respective March 1st following the grant date.
|
(3)
|
Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third
anniversaries of the respective March 1st following the grant date.
|
(4)
|
Represents PSU awards, including dividends thereon, where applicable, that were earned based on achievement of ROIC-related
performance conditions over 2018 and will vest on March 1, 2020.
|
(5)
|
Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third
anniversaries of the respective grant date. See “Executive Compensation - Compensation Discussion and Analysis - 2019 Executive Performance and Compensation.”
|
(6)
|
Represents PSU awards, including dividends thereon, where applicable, that are earned based on achievement of ROIC and
Diversification-related performance conditions over 2021 and vest on the date the Compensation Committee certifies the performance results, which will be no later than March 10, 2022. See “Executive Compensation - Compensation Discussion
and Analysis - 2019 Executive Performance and Compensation.”
|
(7)
|
Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on December 1, 2020, December 1,
2021, and December 1, 2022. See “Executive Compensation - Compensation Discussion and Analysis - 2019 Executive Performance and Compensation.”
|
|
|
| |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares Acquired On Vesting(1) |
| |
Value
Realized on Vesting(2) |
|
|
Jason D. Lippert
|
| |
85,845
|
| |
$7,129,434
|
|
|
Brian M. Hall
|
| |
2,631
|
| |
$224,418
|
|
|
Andrew J. Namenye
|
| |
452
|
| |
$37,394
|
|
|
Jamie M. Schnur
|
| |
5,019
|
| |
$429,930
|
|
|
Nick C. Fletcher
|
| |
2,475
|
| |
$211,141
|
|
(1)
|
Includes time-based DSUs, time-based RSUs, and performance stock awards which vested in 2019.
|
(2)
|
Value realized calculated by multiplying the number of shares vested by the average high/low price of our Common Stock as reported
by the NYSE on the vesting date.
|
|
Name
|
| |
Executive
Contributions in 2019(1) |
| |
Aggregate
Earnings in 2019(2) |
| |
Aggregate
Withdrawals/ Distributions in 2019 |
| |
Aggregate
Balance at December 31, 2019(3) |
|
|
Jason D. Lippert
|
| |
$131,193
|
| |
$1,667,769
|
| |
$—
|
| |
$9,912,125(4)
|
|
|
Brian M. Hall
|
| |
$—
|
| |
$67,258
|
| |
$—
|
| |
$389,040(5)
|
|
|
Andrew J. Namenye
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Jamie M. Schnur
|
| |
$—
|
| |
$478,731
|
| |
$(175,973)
|
| |
$2,731,036(6)
|
|
|
Nick C. Fletcher
|
| |
$—
|
| |
$29,347
|
| |
$—
|
| |
$224,894(7)
|
|
(1)
|
The executive contributions in 2019 were withheld from each NEO's 2018 Non-Equity Incentive Plan Compensation in the Summary
Compensation Table.
|
(2)
|
Amounts represent earnings or losses on the executives’ contributions and have not been included in the Summary Compensation Table.
|
(3)
|
Amounts reported in this column previously were reported as compensation to the NEO in the Summary Compensation Table for the previous
years.
|
(4)
|
Includes cumulative contributions by the participant of $6,905,844, as well as cumulative earnings of $3,006,280.
|
(5)
|
Includes cumulative contributions by the participant of $330,752, as well as cumulative earnings of $58,288.
|
(6)
|
Includes cumulative contributions by the participant of $2,308,407, as well as cumulative earnings of $755,963, and cumulative
withdrawals of $283,334.
|
(7)
|
Includes cumulative contributions by the participant of $202,410, as well as cumulative earnings of $22,484.
|
|
Name / Benefit
|
| |
Involuntary
Termination Without Cause or for Good Reason |
| |
Involuntary
Termination Due to Disability(2) |
| |
Involuntary
Termination Due to Death |
| |
Change in
Control |
| |
Change in Control;
Awards not Assumed or Involuntary Termination Without Cause or for Good Reason Within 24 Months after a Change in Control(3) |
|
|
Jason D. Lippert
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Base salary
|
| |
$2,008,500
|
| |
$1,004,250
|
| |
$1,004,250
|
| |
$—
|
| |
$—
|
|
|
Annual bonus
|
| |
$2,008,500
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Current AIP
|
| |
$1,226,253
|
| |
$1,226,253
|
| |
$1,226,253
|
| |
$—
|
| |
$—
|
|
|
Other benefits
|
| |
$56,068
|
| |
$54,928
|
| |
$54,928
|
| |
$—
|
| |
$—
|
|
|
Acceleration of unvested equity
|
| |
$8,521,763
|
| |
$9,651,842
|
| |
$9,651,842
|
| |
$457,445
|
| |
$9,651,842
|
|
|
Total Benefits(1)
|
| |
$ 13,821,084
|
| |
$1 1,937,273
|
| |
$ 11,937,273
|
| |
$ 457,445
|
| |
$ 9,651,842
|
|
|
Brian M. Hall
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Base salary
|
| |
$900,000
|
| |
$450,000
|
| |
$450,000
|
| |
$—
|
| |
$—
|
|
|
Annual bonus
|
| |
$579,816
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Current AIP
|
| |
$274,739
|
| |
$274,739
|
| |
$274,739
|
| |
$—
|
| |
$—
|
|
|
Other benefits
|
| |
$46,745
|
| |
$46,625
|
| |
$46,625
|
| |
$—
|
| |
$—
|
|
|
Acceleration of unvested equity
|
| |
$795,012
|
| |
$925,425
|
| |
$925,425
|
| |
$25,818
|
| |
$925,425
|
|
|
Total Benefits(1)
|
| |
$ 2,596,312
|
| |
$ 1,696,789
|
| |
$ 1,696,789
|
| |
$ 25,818
|
| |
$ 925,425
|
|
|
Andrew J. Namenye
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Base salary
|
| |
$824,000
|
| |
$412,000
|
| |
$412,000
|
| |
$—
|
| |
$—
|
|
|
Annual bonus
|
| |
$532,581
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Current AIP
|
| |
$207,581
|
| |
$207,581
|
| |
$207,581
|
| |
$—
|
| |
$—
|
|
|
Other benefits
|
| |
$49,743
|
| |
$49,635
|
| |
$49,635
|
| |
$—
|
| |
$—
|
|
|
Acceleration of unvested equity
|
| |
$710,700
|
| |
$830,686
|
| |
$830,686
|
| |
$—
|
| |
$830,686
|
|
|
Total Benefits
|
| |
$ 2,324,605
|
| |
$ 1,499,902
|
| |
$ 1,499,902
|
| |
$—
|
| |
$ 830,686
|
|
|
Jamie M. Schnur
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Base salary
|
| |
$900,000
|
| |
$450,000
|
| |
$450,000
|
| |
$—
|
| |
$—
|
|
|
Annual bonus
|
| |
$900,000
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Current AIP
|
| |
$305,266
|
| |
$305,266
|
| |
$305,266
|
| |
$—
|
| |
$—
|
|
|
Other benefits
|
| |
$49,702
|
| |
$48,562
|
| |
$48,562
|
| |
$—
|
| |
$—
|
|
|
Acceleration of unvested equity
|
| |
$1,492,642
|
| |
$1,636,089
|
| |
$1,636,089
|
| |
$32,996
|
| |
$1,636,089
|
|
|
Total Benefits(1)
|
| |
$ 3,647,610
|
| |
$2,439,917
|
| |
$2,439,917
|
| |
$32,996
|
| |
$ 1,636,089
|
|
|
Nick C. Fletcher
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Base salary
|
| |
$800,000
|
| |
$400,000
|
| |
$400,000
|
| |
$—
|
| |
$—
|
|
|
Annual bonus
|
| |
$640,640
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
Current AIP
|
| |
$244,213
|
| |
$244,213
|
| |
$244,213
|
| |
$—
|
| |
$—
|
|
|
Other benefits
|
| |
$49,585
|
| |
$49,069
|
| |
$49,069
|
| |
$—
|
| |
$—
|
|
|
Acceleration of unvested equity
|
| |
$609,891
|
| |
$676,419
|
| |
$676,419
|
| |
$24,104
|
| |
$676,419
|
|
|
Total Benefits(1)
|
| |
$ 2,344,329
|
| |
$ 1,369,701
|
| |
$ 1,369,701
|
| |
$ 24,104
|
| |
$ 676,419
|
|
(1)
|
Deferred compensation balances are not included above as the Deferral Plan participant is fully vested in all deferred compensation
and earnings credited to the participant’s account because the participant has made all the contributions. For additional information regarding the NEOs’ deferred compensation balances under the Deferral Plan, see the Non-Qualified
Deferred Compensation Table.
|
(2)
|
Amounts payable by the Company will be reduced by the disability payments received by the executive.
|
(3)
|
Upon involuntary termination without cause or for good reason the NEO would also receive the base salary, annual bonus, current
AIP, and other benefits as noted in the “Involuntary Termination Without Cause or for Good Reason” column.
|
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights(1) (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights(2) (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) (c) |
|
|
Equity compensation plans approved by security holders
|
| |
522,865
|
| |
$—
|
| |
1,314,159
|
|
|
Equity compensation plans not approved by security holders
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Total
|
| |
522,865
|
| |
$—
|
| |
1,314,159
|
|
(1)
|
Consists of DSUs, RSUs, and PSUs. The number of PSUs included in these amounts consists of (a) the actual number of PSUs earned for
the completed performance periods of 2018 and 2018-2019, and (b) the maximum number of shares which the participant is eligible to receive if applicable performance metrics are fully achieved with respect to the 2019 PSUs. The actual
number of shares that will be issued under the 2019 PSUs referenced in clause (b) depends on the performance over the applicable performance period.
|
(2)
|
DSUs, PSUs, and RSUs do not have an exercise price and, therefore, they have been excluded from the weighted average exercise price
calculation in this column.
|
(3)
|
Pursuant to the 2018 Plan, which was approved by stockholders in May 2018, the Company may grant stock options, stock appreciation
rights, restricted stock awards, stock unit awards, other stock-based awards, and cash incentive awards. Prior to the stockholders' approval of the 2018 Plan, the Company could grant equity-based awards, such as stock options, restricted
stock, performance shares, and DSUs, pursuant to the 2011 Plan. No further awards may be made under the 2011 Plan. The number of PSUs included in the amounts in this column in the table removes from the number of securities remaining
available for future issuance (a) the actual number of PSUs earned for the completed performance periods of 2018 and 2018-2019, and (b) the maximum number of shares which the participant is eligible to receive if applicable performance
metrics are fully achieved with respect to the 2019 PSUs. If the target number of unearned PSU awards was used in this calculation, instead of the maximum number used in the table above, the number of shares available for grant of new
awards under the 2018 Plan was 1,361,748 as of December 31, 2019. The 2011 Plan and the 2018 Plan are the Company’s only existing equity compensation plans.
|
•
|
the annual total compensation of our median employee was $54,823; and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 32 of
this Proxy Statement, was $10,095,637.
|
•
|
the nature of the related person’s interest in the transaction;
|
•
|
the material terms of the transaction, including without limitation, the amount and type of transaction;
|
•
|
the importance of the transaction to the related person;
|
•
|
the importance of the transaction to the Company;
|
•
|
whether the transaction would impair the judgment of a Director or executive officer to act in the best interest of the Company; and
|
•
|
any other matters the Committee deems appropriate, including any third-party fairness opinions or other expert review obtained by
the Company in connection with the transaction.
|
|
The Board of Directors recommends that you vote FOR adoption
of the resolution approving the compensation paid to our NEOs as described in this Proxy Statement.
|
|
|
|
| |
2019
|
| |
2018
|
|
|
Audit Fees:
|
| |
|
| |
|
|
|
Consists of fees billed for professional services rendered for the annual audit of the Company’s
financial statements and for the reviews of the interim financial statements included in the Company’s Quarterly Reports
|
| |
$1,464,000
|
| |
$1,202,500
|
|
|
Audit-Related Fees:
|
| |
|
| |
|
|
|
Consists primarily of fees billed for transaction-related services
|
| |
$ —
|
| |
$ —
|
|
|
Tax Fees:
|
| |
|
| |
|
|
|
Consists of fees billed for tax planning and compliance, assistance with the preparation of tax
returns, tax services rendered in connection with acquisitions made by the Company, and advice on other tax-related matters
|
| |
$ —
|
| |
$ —
|
|
|
All Other Fees:
|
| |
|
| |
|
|
|
Other Services
|
| |
$ —
|
| |
$ —
|
|
|
Total All Fees
|
| |
$ 1,464,000
|
| |
$ 1,202,500
|
|
|
The Board of Directors recommends that you vote FOR
ratification of the appointment of KPMG LLP as independent auditors for the year ending December 31, 2020.
|
|
|
| |
AUDIT COMMITTEE
|
|
| |
|
|
| |
Virginia L. Henkels, Chair
James F. Gero Kieran M. O’Sullivan David A. Reed |
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
ANDREW J. NAMENYE
Executive Vice President, Chief Legal Officer, and Corporate Secretary |
|
(in thousands)
|
| |
Year Ended
December 31, 2019 |
|
|
Net income, as reported GAAP
|
| |
$146,509
|
|
|
Add back:
|
| |
|
|
|
Provision for income taxes
|
| |
44,905
|
|
|
Interest expense, net
|
| |
8,796
|
|
|
Merger and acquisition expenses
|
| |
4,997
|
|
|
Litigation expenses
|
| |
1,045
|
|
|
Adjusted EBIT (non-GAAP)
|
| |
$206,252
|
|
1 Year LCI Industries Chart |
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