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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tower International Inc | NYSE:TOWR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.00 | 0 | 01:00:00 |
| March 21, 2019 | | |
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When:
Thursday, April 18, 2019 at 8:30 a.m., local time |
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Where:
17672 Laurel Park Drive North Livonia, Michigan 48152 |
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Record Date:
March 7, 2019 |
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Items of Business
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BOARD VOTE
RECOMMENDATION |
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PAGE REFERENCE
(FOR MORE DETAIL) |
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| | | FOR each director nominee | | | Page 6 | | |
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4
Any other business that may properly come before the Annual Meeting
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Telephone
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Internet
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Mail
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Mobile Device
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In Person
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Call toll-free at 1-800-690-6903
Have your proxy card in hand and simply follow the instructions
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Visit
www.proxyvote.com
Have your proxy card in hand and simply follow the instructions
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Mark, sign and date your proxy card or voting instruction form and return it in the postage pre-paid envelope
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Scan this QR code
Have your proxy card in hand and simply follow the instructions
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Attend the Annual Meeting
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When:
Thursday, April 18, 2019 at 8:30 a.m., local time |
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Where:
17672 Laurel Park Drive North Livonia, Michigan 48152 |
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Record Date:
March 7, 2019 |
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Items of Business
|
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BOARD VOTE
RECOMMENDATION |
| |
PAGE REFERENCE
(FOR MORE DETAIL) |
|
| | | FOR each director nominee | | | Page 6 | | |
| | | | | Page 7 | | ||
| | | | | Page 8 | | ||
|
4
Any other business that may properly come before the Annual Meeting
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Name
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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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AC
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CC
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NCGC
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| | DIRECTOR NOMINEES (Class III, if elected term expires 2022) | | | |||||||||||||||||||||
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Dev Kapadia
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47
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2007
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Senior Managing Director, Cerberus Capital Management, L.P.
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✓
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✓
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✓
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Mark Malcolm
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65
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2007
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| | Retired President and Chief Executive Officer, Tower International, Inc. | | | | | | | | | | | | | | |
| | CONTINUING DIRECTORS (Class I, term expiring 2020) | | | |||||||||||||||||||||
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Alison Davis-Blake
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60
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2014
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President, Bentley University
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✓
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✓
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✓
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Frank E. English, Jr.
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73
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2010
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Retired Senior Advisor, Morgan Stanley & Co.
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✓
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✓
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✓
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James C. Gouin
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59
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2017
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| | Chief Executive Officer, Tower International, Inc. | | | | | | | | | | | | | | |
| | CONTINUING DIRECTORS (Class II, term expiring 2021) | | | |||||||||||||||||||||
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Thomas K. Brown ★
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63
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2014
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Chairman of our Board; Retired Group Vice President, Global Purchasing, Ford Motor Company
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✓
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✓
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✓
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James Chapman
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56
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2010
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Non-Executive Advisory Director, SkyWorks Capital, LLC
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✓
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✓
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Meetings in 2018
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7
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4
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3
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Dev Kapadia
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•
Age 47
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Director Since 2007
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Committee(s): Compensation and Nominating & Corporate Governance
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Other Public Company Directorships: None
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Experience, Qualifications and Skills
Dev Kapadia
is a Senior Managing Director of Cerberus Capital Management, L.P. (“
CCM
”) and Co-Chief Investment Officer of CCM Private Equity. Mr. Kapadia joined CCM in 2003 as a Managing Director. From 1996 to 2003, Mr. Kapadia served in various capacities with The Carlyle Group, a global private investment firm, and Carlyle Management Group, an affiliate of The Carlyle Group dedicated to turnaround and special situation investments. Prior to joining Carlyle in 1996, Mr. Kapadia was a financial analyst with Donaldson, Lufkin & Jenrette, an investment banking firm. Mr. Kapadia serves on the boards of directors of several privately held companies. He was a director of Blue Bird Corporation (formerly Hennessy Capital Acquisition Corp.) from February 2015 to June 2016. He was elected to our Board based on his affiliation with CCM and knowledge of the Company, together with his experience as a board member of, and senior executive with private equity firms that invest in, other manufacturing companies.
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Mark Malcolm
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•
Age 65
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Director Since 2007
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Committee(s): None
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Other Public Company Directorships: General Dynamics Corporation
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Experience, Qualifications and Skills
Mark Malcolm
was the Company’s President and Chief Executive Officer from August 1, 2007 through August 31, 2016. From September 1, 2016 through December 31, 2016 he was Chief Executive Officer and retired as an executive officer of the Company on December 31, 2016. Mr. Malcolm served as a senior member of the operations team of CCM from January 2006 to July 2007. Before joining CCM, Mr. Malcolm spent 28 years at Ford Motor Company (“
Ford
”) in a variety of senior financial positions, including Executive Vice President and Controller of Ford Motor Credit from 2004 to 2005, Director of Finance and Strategy for Global Purchasing from 2002 to 2004 and Director of Worldwide Accounting from 2000 to 2002. Mr. Malcolm also serves on the board of General Dynamics Corporation, an aerospace and defense industry contractor, and is chairman of its audit committee. Mr. Malcolm was elected to our Board based on his industry knowledge, his experience and his familiarity with all aspects of the Company’s business while he served as CEO.
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Thomas K. Brown
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Chairman of the Board of Directors
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•
Age 63
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Director Since 2014
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Committee(s): Compensation and Nominating & Corporate Governance
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Other Public Company Directorships: 3M Company; ConAgra Foods
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Experience, Qualifications and Skills
Thomas K. Brown
was elected Chairman of our Board on April 30, 2017. He retired from Ford on August 1, 2013, after 14 years of service in various leadership positions in global purchasing. In 2008, Mr. Brown became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. From 1997 to 1999, he served in leadership positions at United Technologies Corporation (a multi-national conglomerate), including its Vice President, Supply Management. From 1991 to 1997, Mr. Brown served as Executive Director, Purchasing and Transportation, at QMS Inc., a provider of office printers. From 1976 to 1991, he served in various managerial roles at Digital Equipment Corporation, a computer manufacturer. Mr. Brown also serves on the board of directors of the National Park Foundation. Mr. Brown was elected to our Board based on his knowledge of our industry and his experience in purchasing and corporate management.
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James Chapman
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•
Age 56
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Director Since 2010
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Committee(s): Audit
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Other Public Company Directorships: Arch Coal, Inc.
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Experience, Qualifications and Skills
James Chapman
currently serves as a non-executive Advisory Director of SkyWorks Capital, LLC (“
Skyworks
”), an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, Mr. Chapman held a variety of investment management, advisory and banking positions, covering a range of industries. Mr. Chapman was elected to our Board based on his financial and industry experience.
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Alison Davis-Blake
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•
Age 60
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Director Since 2014
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Committee(s): Audit and Nominating & Corporate Governance
•
Other Public Company Directorships: None
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Experience, Qualifications and Skills
Alison Davis-Blake
is the President of Bentley University and began her tenure on July 1, 2018. Previously, from August 2017 through June 2018, she was the Leon Festinger Collegiate Professor of Management at University of Michigan’s Stephen M. Ross School of Business. From July 2016 through July 2017, she served as Special Advisor to the Provost, developing programs to effectively and efficiently bring business education to non-business students at the University and also developing training programs for new deans. Prior to taking that position, Ms. Davis-Blake was the Dean of the Ross School of Business at the University of Michigan from July 2011 through June 2016. Prior to becoming Dean at Ross, Ms. Davis-Blake had been Dean of the Carlson School of Management at the University of Minnesota since 2006; she was the first female Dean at both Carlson and Ross. At both schools she significantly expanded the business program offerings, global study opportunities and student enrollment. She previously served on the faculties at Carnegie Mellon and the University of Texas. Ms. Davis-Blake was elected to our Board based on her business and financial knowledge, expertise in strategic human resource management and organization design, and her experience as an innovative leader in the business academic community.
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Frank E. English, Jr.
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•
Age 73
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Director Since 2010
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Committee(s): Audit and Compensation
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Other Public Company Directorships: Arthur J. Gallagher & Co.; Cboe Global Markets, Inc.
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Experience, Qualifications and Skills
Frank E. English, Jr.
served as a Senior Advisor at Morgan Stanley & Co. from his retirement from that global financial services firm in 2009 through January 2011. From 1976 to 2009, Mr. English served in various senior roles at Morgan Stanley & Co., most recently as Managing Director and Vice Chairman of Investment Banking from 2002 to 2009. Prior to that, he held positions in research, investment banking, capital markets and fixed income at Morgan Stanley & Co. Mr. English spent a considerable part of his career at Morgan Stanley & Co. analyzing and advising companies in the automotive industry. From 2011 to 2017 Mr. English served as a Senior Advisor to W.W. Grainger, Inc. Mr. English was elected to our Board based on his experience with, and knowledge of, the automotive industry and corporate finance.
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James C. Gouin
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Chief Executive Officer
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•
Age 59
•
Director Since 2017
•
Committee(s): None
•
Other Public Company Directorships: Exterran Corporation
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Experience, Qualifications and Skills
James C. Gouin
has been the Company’s Chief Executive Officer and a Director since January 1, 2017. Prior to becoming CEO, Mr. Gouin served as President of the Company from September 1, 2016 to January 19, 2017, when he was succeeded as President of the Company by Pär Malmhagen as part of a management restructuring that Mr. Gouin recommended when he became CEO. From November 1, 2007 to September 1, 2016, Mr. Gouin served as the Executive Vice President and Chief Financial Officer of the Company. Before joining the Company in 2007, he was a senior managing director of the corporate financial practice of FTI Consulting, Inc. (“
FTI
”), a business advisory firm. Prior to joining FTI, Mr. Gouin spent 28 years at Ford in a variety of senior positions, including as the Vice President, Finance and Global Corporate Controller from 2003 to 2006 and as the Vice President of Finance, Strategy and Business Development of Ford’s International Operations from 2006 to 2007. Mr. Gouin has been a director of Exterran Corporation, a supplier of compression, production and processing products and services for the oil and natural gas industry since November 2015, and also serves on its audit committee and compensation committee. Mr. Gouin was elected to our Board based on his overall knowledge and familiarity with all aspects of the Company’s business, his financial and industry experience, and his perspective as the Company’s Chief Executive Officer.
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Pär Malmhagen
|
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President
Age 56
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Pär Malmhagen
became the President of the Company on January 19, 2017. Prior to that, he served the Company as President, Tower Europe since June 1, 2012. From 1992 to 2012, at Autoliv Inc., a leading global developer and manufacturer of automotive safety systems, Mr. Malmhagen held senior leadership positions in Europe and internationally, including, simultaneously, Vice President Sales Europe and Vice President Volkswagen Global Business Unit from 2009 to 2012, Senior Vice President European Seat Belt Division from 2006 to 2009, Vice President European Technology Center North from 2005 to 2006, Managing Director Eastern Europe, Hungary and South Africa from 1999 to 2005, General Manager China from 1997 to 1999, and Controller Global Ford Account from 1995 to 1997. In addition, Mr. Malmhagen was a supervisory member of Norma AG, a manufacturer of joining technology products, from May 2007 through June of 2012.
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Jeffrey L. Kersten
|
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Executive Vice President and Chief Financial Officer
Age 51
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Jeffrey L. Kersten
became the Company’s Executive Vice President and Chief Financial Officer on September 1, 2016. Prior to assuming that role, he served as the Company’s Senior Vice President and Corporate Controller from February 2007. He also had responsibility for Business Development from September 2014 to August 2016. From October 2006 to February 2007 Mr. Kersten was Senior Vice President, Restructuring, and from 2004 to 2006, he was Senior Vice President, Strategy and Business Development. He joined us in 1997, holding financial positions within our Grand Rapids, Michigan offices until 2001, when he relocated to France and became our European Regional Finance Leader. Mr. Kersten began his career in 1990 with the accounting firm of Arthur Andersen, where he remained until 1997, specializing in mergers and acquisitions.
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Mark R. Flynn
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Senior Vice President, Global Human Resources
Age 54
|
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| |
Mark R. Flynn
became the Company’s Senior Vice President, Global Human Resources on December 4, 2017. From 2009 to 2017, Mr. Flynn held senior human resource positions with Adient US, LLC and its predecessor, Johnson Controls, Inc. (“
JCI
”), including as Vice President, Global Human Resources, Automotive Seating and Vice President Human Resources Americas, Global Interiors Product Group. Prior to JCI, he served as Vice President Human Resources North America & Corporate at Cooper Standard Automotive from 2007 to 2009. From 2005 to 2007 Mr. Flynn was Global Vice President Human Resources for Teksid Aluminum. Earlier in his career, Mr. Flynn was a Vice President Human Resources for Rieter Automotive Systems Americas (from 2002 to 2005), and Inergy Automotive Systems (from 2000 to 2002).
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Nanette Dudek
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Vice President, Legal Affairs & Compliance and Corporate Secretary
Age 53
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Nanette Dudek
became the Company’s Vice President Legal Affairs & Compliance on February 1, 2017. Prior to being elected as Vice President, Ms. Dudek was Director of Legal Affairs & Compliance from July 2009. She also serves as the Company’s Corporate Secretary, a position she has held since November 2007. She joined the Company in October 2005 as Legal Services Manager and prior to that time, from 2001 to 2005, Ms. Dudek was a Project Manager in the Corporate Transactions and Legal Affairs Department at Visteon Corporation and Corporate Secretary of various joint ventures of that company. Prior to joining Visteon, Ms. Dudek was Legal Services Supervisor of the Automotive Systems Group for JCI from 1996 to 2001.
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Director
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Audit
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Nominating &
Corporate Governance |
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Compensation
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| Thomas K. Brown ★ | | | | | |
✓
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✓
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| James Chapman | | |
✓
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| Alison Davis-Blake | | |
✓
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✓
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| Frank E. English, Jr. | | |
✓
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✓
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| James C. Gouin | | | | | | | | | | |
| Dev Kapadia | | | | |
✓
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✓
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| Mark Malcolm | | | | | | | | | | |
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Audit Committee
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Meetings Held in 2018: 7
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Primary Responsibilities
Pursuant to its charter, the Audit Committee, among other things, assists the Board of Directors in fulfilling its oversight responsibilities with respect to:
•
integrity of the Company’s consolidated financial statements;
•
the systems of internal accounting and financial controls utilized by the Company;
•
compliance with legal and regulatory requirements;
•
independent registered public accounting firm qualifications, performance, independence and compensation;
•
performance of the Company’s internal audit function; and
•
compliance with the Company’s Code of Conduct.
Independence
Each member of the Audit Committee meets the independence requirements of our Corporate Governance Principles, the applicable NYSE and SEC Rules and, as the Board has determined, has no material relationship with the Company. Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. The Board has designated Mr. Chapman as an “audit committee financial expert” as defined by the rules and regulations of the SEC.
Service on Other Audit Committees
Without specific approval from the Nominating & Corporate Governance Committee or Board, no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies. Currently, none of the Audit Committee members serve on more than three public company audit committees (including the Company’s Audit Committee).
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Compensation Committee
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Meetings Held in 2018: 4
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Primary Responsibilities
Pursuant to its charter, the Compensation Committee facilitates our Board’s discharge of its responsibilities relating to the evaluation and compensation of our executive officers, including our CEO. In addition, among other things, the Compensation Committee is responsible for:
•
reviewing and approving the Compensation Discussion and Analysis to be included in the Company’s proxy statement;
•
reviewing and approving the form and amount of compensation (including perquisites and other benefits), and any additional compensation to be paid, for service on our Board and Board committees and for service as a chairperson of a Board committee;
•
reviewing and making recommendations to our Board regarding directors’ and officers’ liability insurance coverage;
•
reviewing and approving the adoption of, or amendments to, any incentive compensation plans for the Company; and
•
approving all individual awards of shares to the Company’s non-Executives, Executives, and Board directors, including share options and other benefits pursuant to the Company’s (and to the extent consistent with the applicable plans, the Company’s subsidiaries’) equity-based plans.
Independence
Each member of the Compensation Committee meets the independence requirements of our Corporate Governance Principles, the applicable NYSE and SEC Rules and, as the Board has determined, has no material relationship with the Company.
Role of Compensation Consultants
During 2018, the Compensation Committee retained Meridian Compensation Partners, LLC (“
Meridian
”) to assist in the development of the 2018 equity awards under the Company’s 2010 Equity Incentive Plan and to provide advice and comparative analyses of the various elements of executive compensation. In retaining Meridian, the Compensation Committee assessed Meridian’s independence in accordance with applicable rules of the NYSE. Meridian does not provide any other services as an independent consultant to the Company.
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Nominating & Corporate Governance Committee
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Meetings Held in 2018: 3
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Primary Responsibilities
Pursuant to its charter, the Nominating & Corporate Governance Committee, among other things, is responsible for:
•
reviewing the qualifications of, and recommending to our Board, proposed nominees for election to the Board, consistent with criteria approved by our Board of Directors;
•
selecting, or recommending that our Board select, the director nominees for the next annual meeting of stockholders;
•
developing, evaluating and recommending to our Board corporate governance practices applicable to the Company; and
•
leading our Board in an annual review of the Board and management.
Independence
Each member of the Nominating & Corporate Governance Committee meets the independence requirements of our Corporate Governance Principles, the applicable NYSE and SEC Rules and, as the Board has determined, has no material relationship with the Company.
Director Nomination Process
The Nominating & Corporate Governance Committee is responsible for identifying candidates for director nominees. The Board has adopted the following guidelines for the Committee:
“The Nominating & Corporate Governance Committee will consider (a) minimum individual qualifications, including strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include age, gender and ethnic and racial background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. The Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.”
The Nominating & Corporate Governance Committee will consider these criteria in the context of the perceived needs of the Board as a whole and intends to seek to achieve a diversity of experience and personal backgrounds on the Board. The Committee will use the same criteria in determining whether to recommend stockholder nominations of candidates for director made pursuant to the procedures set forth in the Company’s Bylaws and described in greater detail under “Additional Information — Stockholder Proposals and Nominations for Director.”
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an annual retainer of $200,000; and $350,000 in the case of the Chairman of the Board — with 50% of the annual retainer paid in the form of cash and 50% of the annual retainer plus $10,000 remunerated through a grant of Restricted Stock Units (as defined in the CD&A);
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additional annual compensation of $5,000 to members of our Audit Committee; and $15,000 in the case of the Chairman of our Audit Committee; and
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•
additional annual compensation of $5,000 to the Chairman of our Nominating & Corporate Governance Committee and to the Chairman of our Compensation Committee.
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Year Ended December 31,
|
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Nature of the Fees
|
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2018
|
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2017
|
| ||||||
| Audit fees | | | | $ | 2,160 | | | | | $ | 1,925 | | |
| Audit-related fees | | | | | 394 | | | | | | 11 | | |
| Tax fees | | | | | 365 | | | | | | 115 | | |
| All other fees | | | | | 0 | | | | | | 0 | | |
| Total | | | | $ | 2,919 | | | | | $ | 2,051 | | |
|
Name
|
| |
Current Position
|
|
| James C. Gouin | | | Chief Executive Officer | |
| Jeffrey L. Kersten | | | Executive Vice President and Chief Financial Officer | |
| Pär Malmhagen | | | President | |
| Mark R. Flynn | | | Senior Vice President, Global Human Resources | |
| Nanette Dudek | | | Corporate Secretary and Vice President, Legal Affairs and Compliance | |
| Michael Rajkovic | | | Executive Vice President and Chief Operating Officer (retired effective December 14, 2018) | |
| |
Practices We Employ
|
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✓
Pay is closely linked to performance
|
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✓
We have equity ownership guidelines
|
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✓
Our policies and practices do not drive excessive risk taking
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✓
We have a recoupment (i.e., clawback) policy
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✓
Change-in-Control severance requires a double trigger
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✓
Our Compensation Committee reviews pay annually
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✓
Our Compensation Committee is comprised entirely of independent directors
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✓
Our Compensation Committee engages an independent consultant
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✓
Our Compensation Committee regularly has executive sessions without management present
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Practices We Disavow
|
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✗
Hedging, pledging or short sales of stock is not permitted
|
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✗
Dividends or dividend equivalents are not provided on unearned performance awards
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✗
No excise tax gross-ups are provided to any executives
|
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✗
We do not provide additional supplemental executive retirement service credit as a recruitment tool for executive hires
|
| |
| Allison Transmission Holdings, Inc. | | | Modine Manufacturing Company | |
| American Axle & Manufacturing Holdings, Inc. | | | OshKosh Corporation | |
| BorgWarner Inc. | | | Spartan Motors, Inc. | |
| Cooper-Standard Holdings Inc. | | | Stoneridge, Inc. | |
| Cooper Tire & Rubber Company | | | Tenneco Inc. | |
| Dana, Inc. | | | The Timken Company | |
| Gentherm, Incorporated | | | Visteon Corporation | |
| LCI Industries | | | Westinghouse Air Brake Technologies Corporation | |
| Meritor Inc. | | | | |
|
Name
|
| |
2018 Base
Salary |
| |||
| James C. Gouin | | | | $ | 800,000 | | |
| Jeffrey L. Kersten | | | | $ | 450,000 | | |
| Pär Malmhagen | | | | $ | 675,000 | | |
| Mark R. Flynn | | | | $ | 360,000 | | |
| Nanette Dudek | | | | $ | 240,000 | | |
| Michael Rajkovic | | | | $ | 650,000 | | |
|
Financial Measure
|
| |
Percent of
Target Award |
| |||
| Free Cash Flow | | | | | 55 % | | |
| Adjusted EBITDA | | | | | 35 % | | |
| Adjusted EBITDA Change in Controllable Factors | | | | | 10 % | | |
| | | |
Free Cash Flow
55% |
| |
Adjusted EBITDA
35% |
| |
Adjusted EBITDA Change in
Controllable Factors 10% |
| |||||||||||||||||||||||||||
| | | |
Achievement
($Mils) |
| |
Payout
(%) |
| |
Achievement
($Mils) |
| |
Payout
(%) |
| |
Achievement
($Mils) |
| |
Payout
(%) |
| ||||||||||||||||||
| Threshold: | | | | $ | — | | | | | | 0 % | | | | | $ | 200 | | | | | | 0 % | | | | | ($ | 26 ) | | | | | | 0 % | | |
| | | | | $ | 25 | | | | | | 80 % | | | | | $ | 210 | | | | | | 80 % | | | | | ($ | 21 ) | | | | | | 80 % | | |
| | | | | $ | 35 | | | | | | 90 % | | | | | $ | 220 | | | | | | 90 % | | | | | ($ | 16 ) | | | | | | 90 % | | |
| | | | | $ | 45 | | | | | | 100 % | | | | | $ | 230 | | | | | | 100 % | | | | | ($ | 11 ) | | | | | | 100 % | | |
| | | | | $ | 55 | | | | | | 110 % | | | | | $ | 235 | | | | | | 110 % | | | | | ($ | 6 ) | | | | | | 110 % | | |
| | | | | $ | 65 | | | | | | 150 % | | | | | $ | 245 | | | | | | 150 % | | | | | ($ | 1 ) | | | | | | 150 % | | |
| Max: | | | | $ | 75 | | | | | | 200 % | | | | | $ | 255 | | | | | | 200 % | | | | | $ | 4 | | | | | | 200 % | | |
|
NEO
|
| |
Salary
|
| |
Target Bonus as
% of Salary |
| |
Target Bonus
Amount |
| |
Payout % of
Target Bonus |
| |
2018 Bonus
Award |
| |||||||||||||||
| James C. Gouin | | | | $ | 800,000 | | | | | | 125 % | | | | | $ | 1,000,000 | | | | | | 90 % | | | | | $ | 900,000 | | |
| Jeffrey L. Kersten | | | | $ | 450,000 | | | | | | 100 % | | | | | $ | 450,000 | | | | | | 90 % | | | | | $ | 405,000 | | |
| Pär Malmhagen | | | | $ | 675,000 | | | | | | 110 % | | | | | $ | 742,500 | | | | | | 90 % | | | | | $ | 688,250 | | |
| Mark R. Flynn | | | | $ | 360,000 | | | | | | 80 % | | | | | $ | 288,000 | | | | | | 90 % | | | | | $ | 259,200 | | |
| Nanette Dudek | | | | $ | 240,000 | | | | | | 40 % | | | | | $ | 96,000 | | | | | | 90 % | | | | | $ | 86,400 | | |
| Michael Rajkovic | | | | $ | 650,000 | | | | | | 110 % | | | | | $ | 715,000 | | | | | | 90 % | | | | | $ | 643,500 | | |
| | | | | | | | | | | | | | | | | |
|
NEO
|
| |
RSUs
Granted |
| |||
| James C. Gouin | | | | | 57,143 | | |
| Jeffrey L. Kersten | | | | | 12,857 | | |
| Pär Malmhagen | | | | | 15,429 | | |
| Mark R. Flynn | | | | | 3,429 | | |
| Nanette Dudek | | | | | 1,829 | | |
| Michael Rajkovic | | | | | 13,619 | | |
|
NEO
|
| |
Target
Performance Award |
| |||
| James C. Gouin | | | | $ | 1,500,000 | | |
| Jeffrey L. Kersten | | | | $ | 337,500 | | |
| Pär Malmhagen | | | | $ | 405,000 | | |
| Mark R. Flynn | | | | $ | 90,000 | | |
| Nanette Dudek | | | | $ | 48,000 | | |
| Michael Rajkovic | | | | $ | 357,500 | | |
| Adient, PLC | | | Lear Corporation | |
| American Axle & Manufacturing Holdings, Inc. | | | Magna International, Inc. | |
| Autoliv, Inc. | | | Martinrea International Inc. | |
| BorgWarner Inc. | | | Meritor, Inc. | |
| Dana, Inc. | | | Shiloh Industries, Inc. | |
| Delphi Technologies, PLC | | | Tenneco Inc. | |
| Gentex Corporation | | | Visteon Corporation | |
|
EBITDA Growth Rate
(50% Weighting) |
| ||||||
|
%
|
| |
Pay Out
(% of Target) |
| |||
|
<2%
|
| | | | 0 % | | |
|
2%
|
| | | | 50 % | | |
|
5%
|
| | | | 100 % | | |
|
10%
|
| | | | 200 % | | |
|
TSR Percentile
(50% Weighting) |
| ||||||
|
Percentile
Rank vs. Peers |
| |
Pay-Out
(% of Target) |
| |||
|
<25
th
|
| | | | 0 % | | |
|
25
th
|
| | | | 50 % | | |
|
50
th
|
| | | | 100 % | | |
|
75
th
|
| | | | 200 % | | |
|
EBIT Growth Rate
(50% Weighting) |
| ||||||
|
%
|
| |
Pay Out
(% of Target) |
| |||
|
<2%
|
| | | | 0 % | | |
|
2%
|
| | | | 50 % | | |
|
5%
|
| | | | 100 % | | |
|
10%
|
| | | | 200 % | | |
|
TSR Percentile
(50% Weighting) |
| ||||||
|
Percentile
Rank vs. Peers |
| |
Pay-Out
(% of Target) |
| |||
|
<25
th
|
| | | | 0 % | | |
|
25
th
|
| | | | 50 % | | |
|
50
th
|
| | | | 100 % | | |
|
75
th
|
| | | | 200 % | | |
|
NEO
|
| |
2016 Target
Performance Award |
| |
Payout %
|
| |
2016
Performance Award Payout |
| |||||||||
| James C. Gouin | | | | $ | 367,500 | | | | | | 136 % | | | | | $ | 499,800 | | |
| Jeffrey L. Kersten | | | | $ | 140,525 | | | | | | 136 % | | | | | $ | 191,114 | | |
| Pär Malmhagen | | | | $ | 167,460 | | | | | | 136 % | | | | | $ | 227,746 | | |
| Nanette Dudek | | | | $ | 28,000 | | | | | | 136 % | | | | | $ | 38,080 | | |
| Michael Rajkovic | | | | $ | 481,250 | | | | | | 136 % | | | | | $ | 654,500 | | |
| | | | | | | | | | | |
|
Name
|
| |
Cash in Lieu
of Perquisites |
| |||
| James C. Gouin | | | | $ | 25,000 | | |
| Jeffrey L. Kersten | | | | $ | 15,000 | | |
| Pär Malmhagen | | | | $ | 25,000 | | |
| Mark R. Flynn | | | | $ | 20,000 | | |
| Nanette Dudek | | | | $ | 12,000 | | |
| Michael Rajkovic | | | | $ | 23,958 | | |
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
Awards (1) |
| |
Non-Equity
Incentive Plan Compensation (2) |
| |
All Other
Compensation |
| |
Total
|
| |||||||||||||||||||||
|
James C. Gouin
Chief Executive Officer (since 1/1/17) |
| | | | 2018 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | 2,092,504 (3) | | | | | $ | 1,267,500 (6) | | | | | $ | 38,317 (9) | | | | | $ | 4,198,321 | | |
| | | 2017 | | | | | $ | 800,000 | | | | | $ | — | | | | | $ | 1,230,011 (4) | | | | | $ | 1,367,500 (7) | | | | | $ | 38,153 | | | | | $ | 3,435,665 | | | |||
| | | 2016 | | | | | $ | 525,000 | | | | | $ | — | | | | | $ | 305,044 (5) | | | | | $ | 859,636 (8) | | | | | $ | 37,908 | | | | | $ | 1,727,588 | | | |||
|
Jeffrey L. Kersten
Chief Financial Officer (since 9/1/16) |
| | | | 2018 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 470,809 (3) | | | | | $ | 545,525 (6) | | | | | $ | 27,960 (10) | | | | | $ | 1,494,294 | | |
| | | 2017 | | | | | $ | 450,000 | | | | | $ | 722,700 (15) | | | | | $ | 276,743 (4) | | | | | $ | 577,750 (7) | | | | | $ | 27,731 | | | | | $ | 2,054,924 | | | |||
| | | 2016 | | | | | $ | 417,667 | | | | | $ | — | | | | | $ | 116,641 (5) | | | | | $ | 495,867 (8) | | | | | $ | 27,098 | | | | | $ | 1,057,273 | | | |||
|
Pär Malmhagen
President, Tower (since 1/20/2017) President, Europe (through 1/19/2017) |
| | | | 2018 | | | | | $ | 675,000 | | | | | | | | | | | $ | 2,064,990 (3) | | | | | $ | 835,710 (6) | | | | | $ | 99,395 (11) | | | | | $ | 3,675,095 | | |
| | | 2017 (17) | | | | | $ | 663,940 | | | | | $ | 772,393 (15) | | | | | $ | 498,149 (4) | | | | | $ | 899,258 (7) | | | | | $ | 295,653 | | | | | $ | 3,129,393 | | | |||
| | | 2016 (18) | | | | | $ | 422,378 | | | | | $ | 422,378 (16) | | | | | $ | 138,992 (5) | | | | | $ | 462,818 (8) | | | | | $ | 99,293 | | | | | $ | 1,545,859 | | | |||
|
Mark R. Flynn
Senior Vice President, Global Human Resources (since 12/4/2017) |
| | | | 2018 | | | | | $ | 360,000 | | | | | $ | — | | | | | $ | 125,561 (3) | | | | | $ | 259,200 (6) | | | | | $ | 31,848 (12) | | | | | $ | 776,609 | | |
| | | 2017 | | | | | $ | 28,636 | | | | | $ | — | | | | | $ | | | | | | $ | 22,909 (7) | | | | | $ | 2,185 | | | | | $ | 53,730 | | | |||
|
Nanette Dudek
Corporate Secretary and Vice President, Legal Affairs and Compliance (since 2/1/2017) |
| | | | 2018 | | | | | $ | 240,000 | | | | | $ | — | | | | | $ | 66,971 (3) | | | | | $ | 114,400 (6) | | | | | $ | 22,861 (13) | | | | | $ | 444,233 | | |
| | | 2017 | | | | | $ | 235,286 | | | | | $ | — | | | | | $ | 59,032 (4) | | | | | $ | 110,000 (7) | | | | | $ | 21,660 | | | | | $ | 425,977 | | | |||
| | | 2016 | | | | | $ | 173,237 | | | | | $ | — | | | | | $ | 23,244 (5) | | | | | $ | 69,037 (8) | | | | | $ | 7,440 | | | | | $ | 272,958 | | | |||
|
Michael Rajkovic
Executive Vice President and Chief Operating Officer (retired 12/14/2018) |
| | | | 2018 (19) | | | | | $ | 650,000 | | | | | $ | — | | | | | $ | 498,711 (3) | | | | | $ | 1,124,750 (6) | | | | | $ | 34,921 (14) | | | | | $ | 2,308,382 | | |
| | | 2017 | | | | | $ | 650,000 | | | | | $ | — | | | | | $ | 439,714 (4) | | | | | $ | 1,196,250 (7) | | | | | $ | 35,834 | | | | | $ | 2,321,798 | | | |||
| | | 2016 | | | | | $ | 625,000 | | | | | $ | — | | | | | $ | 399,468 (5) | | | | | $ | 1,132,313 (8) | | | | | $ | 36,588 | | | | | $ | 2,193,369 | | |
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards (2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (3) (#) |
| |
Base Price
of Stock Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock Awards (4) |
| |||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||||||||||||||
|
James C. Gouin
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 2,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 1,500,000 | | | | | | | | | | | | | | | | | | | | | | | | 57,143 | | | | | $ | 26.25 | | | | | $ | 1,500,004 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 1,500,000 | | | | | | | | | | | | | | | | | $ | 592,500 | | | |||
|
Jeffrey L. Kersten
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 168,750 | | | | | $ | 337,500 | | | | | | | | | | | | | | | | | | | | | | | | 12,857 | | | | | $ | 26.25 | | | | | $ | 337,496 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 168,750 | | | | | $ | 337,500 | | | | | | | | | | | | | | | | | $ | 133,313 | | | |||
|
Pär Malmhagen
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 742,500 | | | | | $ | 1,485,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 202,500 | | | | | $ | 405,000 | | | | | | | | | | | | | | | | | | | | | | | | 15,429 | | | | | $ | 26.25 | | | | | $ | 405,011 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 202,500 | | | | | $ | 405,000 | | | | | | | | | | | | | | | | | $ | 159,975 | | | |||
| | | 3/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,143 | | | | | $ | 26.25 | | | | | $ | 1,500,004 | | | |||
|
Mark R. Flynn
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 288,000 | | | | | $ | 576,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 45,000 | | | | | $ | 90,000 | | | | | | | | | | | | | | | | | | | | | | | | 3,429 | | | | | $ | 26.25 | | | | | $ | 90,011 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 45,000 | | | | | $ | 90,000 | | | | | | | | | | | | | | | | | $ | 35,550 | | | |||
|
Nanette Dudek
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 96,000 | | | | | $ | 192,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 24,000 | | | | | $ | 48,000 | | | | | | | | | | | | | | | | | | | | | | | | 1,829 | | | | | $ | 26.25 | | | | | $ | 48,011 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 24,000 | | | | | $ | 48,000 | | | | | | | | | | | | | | | | | $ | 18,960 | | | |||
|
Michael Rajkovic
|
| | | | 1/1/2018 | | | | | $ | 0 | | | | | $ | 715,000 | | | | | $ | 1,430,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/06/2018 (5) | | | | | $ | 0 | | | | | $ | 178,750 | | | | | $ | 357,500 | | | | | | | | | | | | | | | | | | | | | | | | 13,619 | | | | | $ | 26.25 | | | | | $ | 357,499 | | | |||
| | | 03/06/2018 (5) | | | | | | | | | | | | | | | | | | | | | | | $ | 0 | | | | | $ | 178,750 | | | | | $ | 357,500 | | | | | | | | | | | | | | | | | $ | 141,213 | | |
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
| ||||||||||||||||||||||||||||||
| | | | | | | | | |
OPTION AWARDS
|
| |||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (1) (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (1) (#) Unexercisable |
| |
Option
Exercise Price (1) ($) |
| |
Option
Expiration Date (1) |
| |||||||||||||||
|
James C. Gouin
|
| | | | 10/14/2010 | | | | | | 9,396 | | | | | | 0 | | | | | $ | 13.00 | | | | | | 10/14/2020 | | |
| | | 3/6/2012 | | | | | | 27,422 | | | | | | 0 | | | | | $ | 11.71 | | | | | | 3/6/2022 | | | |||
|
Jeffrey L. Kersten
|
| | | | 10/14/2010 | | | | | | 12,528 | | | | | | 0 | | | | | $ | 13.00 | | | | | | 10/14/2020 | | |
| | | 3/6/2012 | | | | | | 18,282 | | | | | | 0 | | | | | $ | 11.71 | | | | | | 3/6/2022 | | | |||
| Pär Malmhagen | | | | | 6/1/2012 | | | | | | 5,161 | | | | | | 0 | | | | | $ | 12.66 | | | | | | 6/1/2022 | | |
| | | | | | | | | |
STOCK AWARDS
|
| |||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Shares or Units of Stock That Have Not Vested (2) (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested (2)(3) ($) |
| |
Payout Value of
Unearned Shares, Units or Other Rights That Have Not Vested (4) ($) |
| ||||||||||||
|
James C. Gouin
|
| | | | 3/4/2016 (5 ) | | | | | | 2,365 | | | | | $ | 56,291 | | | | | | | | |
| | | 3/6/2017 (6 ) | | | | | | 14,607 | | | | | $ | 347,652 | | | | | | | | | |||
| | | 3/6/2018 (7 ) | | | | | | 57,833 | | | | | $ | 1,376,434 | | | | | | | | | |||
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 150,000 | | | |||
|
Jeffrey L. Kersten
|
| | | | 3/4/2016 (5 ) | | | | | | 904 | | | | | $ | 21,524 | | | | | | | | |
| | | 3/6/2017 (6 ) | | | | | | 3,286 | | | | | $ | 78,212 | | | | | | | | | |||
| | | 3/6/2018 (7 ) | | | | | | 13,012 | | | | | $ | 309,693 | | | | | | | | | |||
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 33,750 | | | |||
|
Pär Malmhagen
|
| | | | 3/4/2016 (5 ) | | | | | | 1,077 | | | | | $ | 25,639 | | | | | | | | |
| | | 3/6/2017 (6 ) | | | | | | 5,915 | | | | | $ | 140,786 | | | | | | | | | |||
| | | 3/6/2018 (7 ) | | | | | | 15,615 | | | | | $ | 371,646 | | | | | | | | | |||
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 40,500 | | | |||
| | | 3/6/2018 (9 ) | | | | | | 57,833 | | | | | $ | 1,376,434 | | | | | | | | | |||
|
Mark R. Flynn
|
| | | | 3/6/2018 (7 ) | | | | | | 3,470 | | | | | $ | 82,596 | | | | | | | | |
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 9,000 | | | |||
|
Nanette Dudek
|
| | | | 3/4/2016 (5 ) | | | | | | 180 | | | | | $ | 4,290 | | | | | | | | |
| | | 3/6/2017 (6 ) | | | | | | 700 | | | | | $ | 16,667 | | | | | | | | | |||
| | | 3/6/2018 (7 ) | | | | | | 1,851 | | | | | $ | 44,056 | | | | | | | | | |||
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 4,800 | | | |||
|
Michael Rajkovic
|
| | | | 3/4/2016 (5 ) | | | | | | 3,097 | | | | | $ | 73,700 | | | | | | | | |
| | | 3/6/2017 (6 ) | | | | | | 5,221 | | | | | $ | 124,266 | | | | | | | | | |||
| | | 3/6/2018 (7 ) | | | | | | 13,784 | | | | | $ | 328,048 | | | | | | | | | |||
| | | 3/6/2018 (8 ) | | | | | | | | | | | | | | | | | $ | 35,750 | | |
|
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| Gouin | | | | $ | 0 | | | | | $ | 1,500,000 | | | | | $ | 3,000,000 | | |
| Kersten | | | | $ | 0 | | | | | $ | 337,500 | | | | | $ | 675,000 | | |
| Malmhagen | | | | $ | 0 | | | | | $ | 405,000 | | | | | $ | 810,000 | | |
| Flynn | | | | $ | 0 | | | | | $ | 90,000 | | | | | $ | 180,000 | | |
| Dudek | | | | $ | 0 | | | | | $ | 48,000 | | | | | $ | 96,000 | | |
| Rajkovic | | | | $ | 0 | | | | | $ | 357,500 | | | | | $ | 715,000 | | |
| | | |
Options Exercised and Stock Vested
|
| ||||||||||||||||||||||||
| | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||
| | | |
2018 Exercise
Date |
| |
Number of Shares
Acquired on Exercise in 2018 (#) |
| |
Value Realized
on Exercise in 2018 (1) ($) |
| |
2018 Vesting
Date |
| |
Shares
Acquired on Vesting in 2018 (2) (#) |
| |
Value Realized
on Vesting in 2018 (3) ($) |
| |||||||||
| James C. Gouin | | |
|
| |
|
| |
|
| | | | 3/6/2018 | | | | | | 11,649 | | | | | $ | 305,785 | | |
| Jeffrey L. Kersten | | | | | | | | | | | | | | 3/6/2018 | | | | | | 3,245 | | | | | $ | 85,181 | | |
| Pär Malmhagen | | |
|
| |
|
| |
|
| | | | 3/6/2018 | | | | | | 4,881 | | | | | $ | 128,131 | | |
| Mark Flynn | | | | | | | | | | | | | | 3/6/2018 | | | | | | 0 | | | | | $ | — | | |
| Nanette Dudek | | |
|
| |
|
| |
|
| | | | 3/6/2018 | | | | | | 604 | | | | | $ | 15,865 | | |
| Michael Rajkovic | | | | | | | | | | | | | | 3/6/2018 | | | | | | 8,384 | | | | | $ | 220,077 | | |
| | | |
Involuntary
Termination Prior to a Change in Control (1) |
| |
Involuntary
Termination on or Within Two Years Following a Change in Control (2)(3) |
| ||||||
| James C. Gouin (4) | | | | | | | | | | | | | |
|
Cash Severance
|
| | | $ | 2,500,000 (5) | | | | | $ | 6,300,000 (6) | | |
|
Vesting and/or Payout of Equity and LTI Awards
|
| | | $ | 7,674,176 (7) | | | | | $ | 5,047,876 (8) | | |
|
Health Insurance
(9)
|
| | | $ | 8,831 | | | | | $ | 13,247 | | |
| Total | | | | $ | 10,183,007 | | | | | $ | 11,361,123 | | |
| Jeffrey L. Kersten | | | | | | | | | | | | | |
|
Cash Severance
|
| | | $ | 1,240,022 (10) | | | | | $ | 2,205,000 (11) | | |
|
Vesting and/or Payout of Equity and LTI Awards
|
| | | $ | 775,214 (12) | | | | | $ | 1,202,454 (13) | | |
|
Health Insurance
(9)
|
| | | $ | 13,328 | | | | | $ | 19,993 | | |
| Total | | | | $ | 2,028,564 | | | | | $ | 3,427,447 | | |
| Pär Malmhagen | | | | | | | | | | | | | |
|
Cash Severance
|
| | | $ | 1,780,754 (10) | | | | | $ | 3,503,250 (11) | | |
|
Vesting and/or Payout of Equity and LTI Awards
|
| | | $ | 1,144,126 (12) | | | | | $ | 3,053,965 (14) | | |
|
Health Insurance
(9)
|
| | | $ | 13,057 | | | | | $ | 19,586 | | |
| Total | | | | $ | 2,937,937 | | | | | $ | 6,576,801 | | |
| Mark R. Flynn | | | | | | | | | | | | | |
|
Cash Severance
|
| | | $ | 642,109 (10) | | | | | $ | 1,555,200 (11) | | |
|
Vesting and/or Payout of Equity and LTI Awards
|
| | | $ | 60,000 (12) | | | | | $ | 172,596 (15) | | |
|
Health Insurance
(9)
|
| | | $ | 13,391 | | | | | $ | 20,086 | | |
| Total | | | | $ | 715,500 | | | | | $ | 1,747,882 | | |
| Nanette Dudek | | | | | | | | | | | | | |
|
Cash Severance
|
| | | $ | 394,240 (10) | | | | | $ | 758,400 (11) | | |
|
Vesting and/or Payout of Equity and LTI Awards
|
| | | $ | 146,688 (12) | | | | | $ | 208,213 (16) | | |
|
Health Insurance
(9)
|
| | | $ | 13,057 | | | | | $ | 19,586 | | |
| Total | | | | $ | 553,985 | | | | | $ | 986,199 | | |
| | | | | | | | | |
Fees Earned or Paid in Equity
|
| | | | | |||||||||||||||||||||
|
Name
|
| |
Fees
Earned or Paid in Cash |
| |
Grant Date
|
| |
Number of
Shares of Stock or Units (1) |
| |
Base Price
of Stock Awards |
| |
Grant Date
Fair Value of Stock Awards (2) |
| |
Total Cash
and Grant Value |
|||||||||||||||||
| Thomas K. Brown | | | | $ | 180,000 | | | | | | 3/6/2018 | | | | | | 7,048 | | | | | $ | 26.25 | | | | | $ | 185,010 | | | | | $ | 365,010 |
| James Chapman | | | | $ | 115,000 | | | | | | 3/6/2018 | | | | | | 4,190 | | | | | $ | 26.25 | | | | | $ | 109,988 | | | | | $ | 224,987 |
| Alison Davis-Blake | | | | $ | 105,000 | | | | | | 3/6/2018 | | | | | | 4,190 | | | | | $ | 26.25 | | | | | $ | 109,988 | | | | | $ | 214,988 |
| Frank E. English, Jr. | | | | $ | 105,000 | | | | | | 3/6/2018 | | | | | | 4,190 | | | | | $ | 26.25 | | | | | $ | 109,988 | | | | | $ | 214,988 |
| Dev Kapadia | | | | $ | 105,000 | | | | | | 3/6/2018 | | | | | | 4,190 | | | | | $ | 26.25 | | | | | $ | 109,988 | | | | | $ | 214,988 |
| Mark Malcolm | | | | $ | 100,000 | | | | | | 3/6/2018 | | | | | | 4,190 | | | | | $ | 26.25 | | | | | $ | 109,988 | | | | | $ | 209,987 |
| | | |
Shares Beneficially Owned
|
| |||||||||
|
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
| ||||||
| Named Executive Officers and Directors: | | | | ||||||||||
| James Gouin (1) | | | | | 181,055 | | | | | | * | | |
| Pär Malmhagen (2) | | | | | 22,720 | | | | | | * | | |
| Jeffrey Kersten (3) | | | | | 65,838 | | | | | | * | | |
| Mark Flynn (4) | | | | | 766 | | | | | | * | | |
| Nanette Dudek (5) | | | | | 1,337.01 | | | | | | * | | |
| Michael Rajkovic (6) | | | | | 7,121.98 | | | | | | * | | |
| Thomas K. Brown (7) | | | | | 6,390 | | | | | | * | | |
| James Chapman (8) | | | | | 0 | | | | | | * | | |
| Alison Davis-Blake (9) | | | | | 0 | | | | | | * | | |
| Frank E. English, Jr. (10) | | | | | 0 | | | | | | * | | |
| Dev Kapadia (11) | | | | | 0 | | | | | | * | | |
| Mark Malcolm (12) | | | | | 922,926 | | | | | | 4.4 % | | |
| Executive officers and directors as a group (12 persons) (13) | | | | | 1,208,153.99 | | | | | | 5.8 % | | |
| 5% Stockholders | | | | ||||||||||
| BlackRock, Inc. (14) | | | | | 2,129,666 | | | | | | 10.3 % | | |
| Dimensional Fund Advisors LP (15) | | | | | 1,391,930 | | | | | | 6.76 % | | |
| Towle & Co (16) | | | | | 1,086,377 | | | | | | 5.27 % | | |
| LSV Asset Management (17) | | | | | 1,043,095 | | | | | | 5.06 % | | |
| |
Telephone
|
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Internet
|
| | |
Mail
|
| | |
Mobile Device
|
| | |
In Person
|
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| |
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| | |
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| | |
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