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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Xerium Technologies New (delisted) | NYSE:XRM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.49 | 0 | 01:00:00 |
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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General Information
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Proposal 1: Election of Directors
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Corporate Governance
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Audit Committee Report
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Management and Executive Compensation
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Compensation Committee Report
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Compensation of Directors
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Certain Relationships and Related Transactions
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Compensation Committee Interlocks and Insider Participation
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Securities Ownership of Certain Beneficial Owners and Management
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Section 16(a) Beneficial Ownership Reporting Compliance
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Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
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Proposal 3: Stockholder Proposal Recommending the Hiring of an Investment Banking Firm to Pursue a Liquidity Event
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Stockholder Proposals
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Annual Report on Form 10-K
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Directions to Our Annual Meeting
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“Householding” of Proxy Materials
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Costs
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Other Business
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•
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the election of seven directors;
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•
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the ratification of the appointment of Ernst &Young LLP as our independent registered public accounting firm; and
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if properly presented at the meeting, a stockholder proposal recommending the hiring of an investment banking firm to pursue a liquidity event for Xerium.
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Name
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Positions with Xerium and Principal Occupation and Other Directorships
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Age
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Director Since
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Roger A. Bailey
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Mr. Bailey has served as a director since July 11, 2012. Mr. Bailey currently serves as Managing Director of the Process Industries Division for ABB Inc., a global leader in power and automation technologies. He has been with ABB for more than 30 years, having served more recently as Regional Divisional Head of the Power Products Division in 2015 and President of Power Products from 2011 to 2015. He was Group Vice President - Pulp and Paper Business Unit from 2005-2011; and Senior Vice President - Paper and Minerals from 2002-2004, among other positions. Mr. Bailey brings to the Board experience at growing ABB's sales to customers in the paper industry during a time of declining paper volume, in restructuring ABB's footprint towards growth-oriented markets and knowledge of international markets, including Asia and, in particular, China.
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58
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July 2012
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Harold C. Bevis
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Mr. Bevis has served as a director and as President and Chief Executive Officer of Xerium since August 15, 2012. Mr. Bevis most recently served as the Chairman and Chief Executive Officer of Prolamina Corporation, a flexible packaging company serving the food, medical and consumer markets, from August 2010 until April 2012. Prior to that from October 2003 until December 2009 he served as Chief Executive Officer, President and director of Pliant Corporation, a film and flexible packaging products producer for personal care, medical, food, industrial and agricultural markets. In 2006 and 2009, Pliant Corporation filed for Chapter 11 protection under the Bankruptcy Code while Mr. Bevis was serving as its President and Chief Executive Officer. He has also served as President, Chief Executive Officer and director of Jordan Telecommunication Products and has held executive positions with Emerson Electric and General Cable Corporation. Since June 2014, he has served on the Board of Directors of Commercial Vehicle Group, Inc. Mr. Bevis' leadership skills and management experience, including serving as Chief Executive Officer or in executive positions for multiple companies operating internationally, qualify him to serve on the Board. As our Chief Executive Officer, Mr. Bevis brings to the Board a critical understanding of our business operations and management and the implementation of Board strategy.
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56
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August 2012
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Name
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Positions with Xerium and Principal Occupation and Other Directorships
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Age
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Director Since
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Ambassador April H. Foley
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Ambassador Foley has served as a director since May 25, 2010. Ambassador Foley served as the United States Ambassador to Hungary from 2006 to 2009. Prior to serving as U.S. Ambassador to Hungary, she held several positions at the Export-Import Bank of the United States. After first serving as a Director of the Bank, she was appointed to be First Vice President and Vice Chairman in 2003. Ambassador Foley also previously held various positions with PepsiCo, Inc. Since January 2015, Ms. Foley has served on the Board of Vista Outdoor Inc. She also previously served on the Board of Directors of Alliant Techsystems Inc., an aerospace and defense company. Ambassador Foley’s financial background and international experience, including an MBA from Harvard Graduate School of Business Administration and her public service for the federal government of the United States, qualify her to serve on the Board. Ambassador Foley’s extensive knowledge of international affairs, including the international financial system, enables her to offer valuable insight, judgment and perspectives in support of the Board’s oversight role and its other functions.
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68
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May 2010
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Jay J. Gurandiano
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Mr. Gurandiano has served as a director since December 1, 2008. From September 2012 until December 2013, Mr. Gurandiano served as the Chairman, President and Chief Executive Officer of SP Fiber Technologies LLC, a newsprint and packaging manufacturer. Additionally, he has been the Managing Director of Stone House Investment Holdings Inc., an investment holdings company, since October 2000. He has served as a director of Eacom Timber Company since 2011 and he also served as the Chairman of the Board of Directors of Ainsworth Lumber Co. Ltd., a lumber and wood products company, from 2008 until May 2010. Mr. Gurandiano brings to the Board significant management experience, particularly with respect to the paper industry, which gives him a valuable perspective in his role as a director. His qualifications to serve as a director also include his legal background and his private equity investment experience.
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70
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December 2008
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John F. McGovern
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Mr. McGovern has served as a director since May 25, 2010. Mr. McGovern is the founder, and since 1999 a partner, of Aurora Capital LLC, a private investment and consulting firm based in Atlanta, GA. Prior to founding Aurora Capital, Mr. McGovern served in a number of positions of increasing responsibility at Georgia-Pacific Corporation from 1981 to 1999, including Executive Vice President/Chief Financial Officer from 1994 to 1999. Mr. McGovern has served as a director of Neenah Paper, Inc. since 2006 and as a director of NewPage Holdings Inc. since 2012. Mr. McGovern previously served as a director of GenTek, Inc. from 2003 to 2009. He also previously served as a director of Collective Brands, Inc. from 2003 until October 2012. Mr. McGovern also serves on the boards of The Newark Group (since 2010), a recycled paperboard company, and Hoffmaster Inc. (since 2011), a producer of specialty disposable tabletop products. Mr. McGovern brings to the Board significant executive leadership and financial experience in the paper industry, including his experience as Chief Financial Officer of Georgia-Pacific Corporation. In addition, Mr. McGovern brings to the Board the experience of serving on the boards of multiple public and private companies and the views and judgment of a leader who is highly respected for his business expertise and acumen.
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70
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May 2010
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Alexander Toeldte
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Mr. Toeldte has served as a director since January 1, 2016. He is currently an Operating Director at Paine & Partners, LLC, a private equity firm. Prior to this, he served as the President, Chief Executive Officer and a Director of Boise Inc. and Executive Vice President at Boise Cascade LLC. Mr. Toeldte's previous experience includes Executive Vice President of Fonterra Co-operative Group and Chief Executive of Fonterra Enterprises; and Chief Executive Officer of Fletcher Challenge Building and Fletcher Challenge Paper. In addition, Mr. Toeldte was a Partner of McKinsey & Company serving in the Toronto, Brussels, Montreal, and Stockholm offices. Mr. Toeldte is on the Board of Clearwater Paper Corporation. In addition, Mr. Toeldte is the Chairman of the Board of Jitasa, Inc., and is on the Board of Wevorce Inc., both of which are privately-held companies.
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56
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January 2016
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James F. Wilson
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Mr. Wilson has served as a director since May 25, 2010 and Chairman of the Board since August 2012. He has been a principal of Carl Marks Management Company, LLC since 2001, which manages investment partnerships focused on distressed securities. Mr. Wilson previously served as a director of Seneca Foods Corporation from 2008 to 2009. Mr. Wilson earned a BA in Economics from Dartmouth College, and an MBA from Harvard Graduate School of Business Administration. Mr. Wilson’s investment management and business experience qualify him to serve on the Board. In addition, we believe that given Mr. Wilson’s affiliation with Carl Marks, a significant former lender and stockholder of Xerium, he can serve as a valuable resource to the Board in understanding and interfacing with our stakeholders.
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58
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May 2010
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Name
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Age
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Position
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Harold C. Bevis
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56
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President, Chief Executive Officer and Board Member
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Clifford E. Pietrafitta
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54
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Executive Vice President and Chief Financial Officer
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David Pretty
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52
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President – Xerium North America and Europe
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Eduardo Fracasso
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56
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President – Xerium South America
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Wern-Lirn "Paul" Wang
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57
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President – Xerium Asia
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Michael Bly
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49
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Executive Vice President of Global Human Resources
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William Butterfield
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62
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Executive Vice President and Chief Technology Officer
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•
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Harold C. Bevis, President, Chief Executive Officer and Director
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•
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Clifford E. Pietrafitta, Executive Vice President and Chief Financial Officer
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•
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David Pretty, President-Xerium North America and Europe
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•
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Wern-Lirn "Paul" Wang, President-Xerium Asia
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Kevin McDougall, Executive Vice President, General Counsel and Secretary
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•
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reward executives for achievement of long-term goals with the objective of improving stockholder value;
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motivate executives to excel with specific annual performance goals; and
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enhance our ability to retain and, as necessary, attract superior employees to key positions.
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Component
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Purpose
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Characteristics
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Base Salary
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To attract and retain talented executives and to reward their scope of responsibilities, experience and industry knowledge.
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Fixed cash compensation. Generally and over time, targeted at the 50
th
percentile for similar executive positions at comparable companies.
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Short-Term Incentive Compensation
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To motivate and reward executives to achieve or exceed annual goals, generally a corporate financial performance metric. In 2015, we used Adjusted EBITDA and Trade Working Capital as performance metrics. 75% of the Short-Term Incentive Compensation award was determined by Adjusted EBITDA and 25% of the award was determined by Trade Working Capital.
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Annual performance-based compensation comprised of cash. Amount earned will vary depending on actual results achieved relative to targeted performance goals, which may be adjusted at our discretion to account for individual performance and contributions.
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Long-Term Compensation
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To align economic interests of executives with the interests of long-term stockholders and to encourage executive retention.
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Consists of a mix of time-based and performance-based equity awards. Compensation realized depends on continued service with the Company and Company performance and Company stock price over three-year periods.
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Other (including benefits)
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To attract and retain executives.
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Employee benefits such as life insurance, retirement benefits, car allowances, country club dues and relocation expenses.
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Name
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Specified Target Award as Percentage of Salary
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Harold C. Bevis
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100
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%
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Clifford E. Pietrafitta
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50
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%
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David Pretty
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50
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%
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Kevin McDougall
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50
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%
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Wern-Lirn "Paul" Wang
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50
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%
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Named Executive Officer
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2015 MIC Target
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2015 MIC Payout
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Harold C. Bevis
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$
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665,000
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$
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241,063
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Clifford E. Pietrafitta
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$
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177,500
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$
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64,344
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David J. Pretty
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$
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202,500
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$
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73,406
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Kevin McDougall
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$
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165,000
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$
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59,813
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Wern-Lirn "Paul" Wang
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$
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150,000
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$
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54,375
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Name
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Time-Based
RSUs(1)
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Adjusted EBITDA-Based Performance
RSUs(2)
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Market-Based Performance RSUs (3)
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Harold C. Bevis(4)
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30,683
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28,491
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28,490
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Clifford E. Pietrafitta
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4,931
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4,579
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4,579
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David J. Pretty
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6,027
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5,596
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5,596
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Kevin McDougall
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1,096
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1,018
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1,107
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Wern-Lirn "Paul" Wang
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3,288
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3,053
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3,052
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Position
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Ownership Requirement
(multiple of net value)
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Chief Executive Officer
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5x
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All other officers
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1.5x
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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
(1)
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
(2)
($)
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Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(3)
($)
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All Other
Compensation
($)
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Total
($)
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Harold C. Bevis
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2015
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$
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665,000
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$
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—
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$
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1,400,000
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$
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—
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$
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241,063
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$
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38,344
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(4)
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$
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2,344,407
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President, Chief Executive Officer and Director
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2014
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$
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665,000
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$
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—
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$
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1,400,000
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$
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—
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$
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556,671
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$
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—
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$
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40,412
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$
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2,662,083
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2013
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$
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665,000
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$
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—
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$
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1,400,000
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$
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—
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$
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965,713
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$
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—
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$
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83,333
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$
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3,114,046
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||||||||||||||||
Clifford E. Pietrafitta
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2015
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$
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355,000
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$
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—
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$
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225,000
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$
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—
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$
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64,344
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$
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—
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$
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25,238
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(5)
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$
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669,582
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Executive Vice President and Chief Financial Officer
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2014
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$
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355,000
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$
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—
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$
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75,000
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$
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—
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$
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148,585
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$
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—
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$
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28,039
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$
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606,624
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2013
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$
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340,000
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$
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—
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$
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75,000
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$
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—
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$
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246,874
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$
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—
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$
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29,681
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$
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691,555
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David Pretty
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2015
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$
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405,000
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$
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225,000
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(6)
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$
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275,000
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$
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—
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$
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73,406
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$
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—
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(7)
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$
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25,238
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(8)
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$
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1,003,644
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President – Xerium North America and Europe
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2014
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$
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405,000
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$
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—
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$
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100,000
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$
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—
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$
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169,512
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$
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52,531
|
|
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$
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26,507
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$
|
753,550
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2013
|
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$
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405,000
|
|
|
$
|
—
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|
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$
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75,000
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$
|
—
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|
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$
|
294,071
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$
|
—
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|
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$
|
29,307
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|
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$
|
803,378
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||||||||||||||||
Paul Wang
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2015
|
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$
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300,000
|
|
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$
|
—
|
|
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$
|
150,000
|
|
|
$
|
—
|
|
|
$
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54,375
|
|
|
$
|
—
|
|
|
$
|
249,033
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|
(9)
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$
|
753,408
|
|
President - Xerium Asia
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|
2014
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
96,647
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|
|
$
|
—
|
|
|
$
|
148,683
|
|
|
$
|
695,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Kevin McDougall
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|
2015
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
|
|
$
|
59,813
|
|
|
|
|
$
|
21,945
|
|
(10)
|
$
|
461,758
|
|
||||
Executive Vice President, General Counsel and Secretary
|
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|||||||||||||||
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||||||||||||||||
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(1)
|
The amounts in this column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“
FASB
”) Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“
ASC Topic 718
”) of the stock awards granted to our Named Executive Officers during 2013, 2014, and 2015, excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements for the fiscal year ended December 31, 2015. The amounts set forth may be more or less than the value ultimately realized by the Named Executive Officer based upon, among other things, the value of our common stock at the time of vesting of restricted stock unit awards, whether we achieve certain performance goals and whether such awards actually vest. For the performance-based portion of awards under the 2013 LTIP, the 2014 LTIP, or the 2015 LTIP, the amount reported is the grant date fair value based upon the probable outcome of such conditions at the time of grant in 2013, 2014, and 2015 respectively. For awards granted under the 2015 LTIP, 35% of the awards were granted in the form of time-based restricted stock units and 65% were granted in the form of performance-based restricted stock units.
|
(2)
|
Represents the cash award earned by each executive pursuant to the terms of our Management Incentive Compensation Plan. In 2015, each Named Executive Officer received awards equal to 36.25% of their targeted awards.
|
(3)
|
The amounts in this column represent changes in pension value from the prior year. None of our Named Executive Officers received any preferential earnings on nonqualified deferred compensation in 2015.
|
(4)
|
Includes $21,304 in respect of employer contributions to Mr. Bevis' 401(k) account and $1,260 in respect of premiums for group term life insurance policies for the benefit of Mr. Bevis. In addition, reflects perquisites and other personal benefits in the aggregate amount of $15,780, which includes (i) $9,602 associated with an automobile allowance; and (ii) $6,178 associated with country club dues.
|
(5)
|
Includes $10,600 in respect of employer contributions to Mr. Pietrafitta's 401(k) account and $1,260 in respect of premiums for group term life insurance policies for the benefit of Mr. Pietrafitta. In addition, reflects perquisites and other personal benefits in the aggregate amount of $13,378, which includes (i) $7,200 associated with an automobile allowance; and (ii) $6,178 associated with country club dues.
|
(6)
|
Consists of a retention bonus in the amount of $225,000 paid to Mr. Pretty, which was met upon Mr. Pretty's continued employment on August 15, 2015.
|
(7)
|
The value of the pension plan for Mr. Pretty decreased by $10,337 during the year ended December 31, 2015.
|
(8)
|
Includes $10,600 in respect of employer contributions to Mr. Pretty's 401(k) account and $1,260 in respect of premiums for group term life insurance policies for the benefit of Mr. Pretty. In addition, reflects perquisites and other personal benefits in the aggregate amount of $13,378, which includes (i) $7,200 associated with an automobile allowance; and (ii) $6,178 associated with country club dues.
|
(9)
|
Includes $110,000 of a housing allowance for Mr. Wang, $67,385 representing an education allowance for Mr. Wang's children and $71,648 associated with an automobile allowance and related taxes and surcharges in connection with use of an automobile in China.
|
(10)
|
Includes $8,063 in respect of employer contributions to Mr. McDougall's 401(k) account and $504 in respect of premiums for group term life insurance policies for the benefit of Mr. McDougall. In addition, reflects perquisites and other personal benefits in the aggregate amount of $13,778, which includes (i) $7,200 associated with an automobile allowance; and (ii) $6,178 associated with country club dues.
|
Name
|
Grant
Date
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards
(1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
(2)
|
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
(3)
|
||||||||||||||||
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||
Harold C. Bevis
|
3/8/16
|
|
|
|
$
|
665,000
|
|
|
$
|
997,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
56,981
|
|
(4)
|
|
|
|
|
|
|
|
|
$
|
909,992
|
|
|||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,683
|
|
(5)
|
|
|
|
|
$
|
490,008
|
|
|||||
Clifford E. Pietrafitta
|
3/8/16
|
|
|
|
$
|
177,500
|
|
|
$
|
266,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
9,158
|
|
(4)
|
|
|
|
|
|
|
|
|
$
|
146,252
|
|
|||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,931
|
|
(5)
|
|
|
|
|
$
|
78,748
|
|
|||||
David Pretty
|
3/8/16
|
|
|
|
$
|
202,500
|
|
|
$
|
303,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
11,193
|
|
(4)
|
|
|
|
|
|
|
|
|
$
|
178,749
|
|
|||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,027
|
|
(5)
|
|
|
|
|
$
|
96,251
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kevin McDougall
|
3/8/16
|
|
|
|
$
|
165,000
|
|
|
$
|
247,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
2,035
|
|
(4)
|
|
|
|
|
|
|
|
|
$
|
32,497
|
|
|||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,096
|
|
(5)
|
|
|
|
|
$
|
17,503
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul Wang
|
3/8/16
|
|
|
|
$
|
150,000
|
|
|
$
|
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
6,105
|
|
(4)
|
|
|
|
|
|
|
|
|
$
|
97,491
|
|
|||||
|
3/2/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,288
|
|
(5)
|
|
|
|
|
$
|
52,509
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These columns show the range of payouts targeted under the 2015 MIC as described under the section entitled “Short-Term Incentive Compensation” in Compensation Discussion & Analysis.
|
(2)
|
These columns show the range of payouts of performance-based restricted stock units under the 2015 LTIP as described under the section entitled “Long-Term Compensation” in Compensation Discussion & Analysis.
|
(3)
|
The amounts in this column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of the stock and option awards granted to our Named Executive Officers during 2015, excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements for the fiscal year ended December 31, 2015. The amounts set forth may be more or less than the value ultimately realized by the Named Executive Officer based upon, among other things, the performance of the Company's stock against the performance of listed companies on the S&P Global Small Cap Index, whether we achieve certain performance goals and whether such awards actually vest. For awards subject to performance conditions, such as performance-based awards under the 2015 LTIP, the amount reported is the grant date fair value based upon the probable outcome of such conditions.
|
(4)
|
Grant of performance-based restricted stock units under the 2015 LTIP. The performance-based restricted stock units vest in one installment on March 2, 2018, upon achievement of certain performance criteria.
|
(5)
|
Grant of time-based restricted stock units under the 2015 LTIP. The time-based restricted stock units vest in one installment on March 2, 2018.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested(1) ($)
|
|
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)
($)
|
||||||||||||
Harold C. Bevis
|
—
|
|
|
260,621
|
|
|
—
|
|
|
$
|
4.00
|
|
|
8/15/2022
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
68,082
|
|
(2)
|
$
|
806,772
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
130,597
|
|
(3)
|
$
|
1,547,574
|
|
|
130,597
|
|
(3)
|
$
|
1,547,574
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
40,833
|
|
(4)
|
$
|
483,871
|
|
|
75,833
|
|
(4)
|
$
|
898,621
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
30,683
|
|
(5)
|
$
|
363,594
|
|
|
56,981
|
|
(5)
|
$
|
675,225
|
|
||||||
Clifford E. Pietrafitta
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,996
|
|
(6)
|
$
|
82,903
|
|
|
6,997
|
|
(6)
|
$
|
82,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,188
|
|
(7)
|
$
|
25,928
|
|
|
4,063
|
|
(7)
|
$
|
48,147
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
4,931
|
|
(8)
|
$
|
58,432
|
|
|
9,158
|
|
(8)
|
$
|
108,522
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
David Pretty
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,996
|
|
(9)
|
$
|
82,903
|
|
|
6,997
|
|
(9)
|
$
|
82,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,917
|
|
(10)
|
$
|
34,566
|
|
|
5,416
|
|
(10)
|
$
|
64,180
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
6,027
|
|
(11)
|
$
|
71,420
|
|
|
11,193
|
|
(11)
|
$
|
132,637
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Kevin McDougall
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,664
|
|
(12)
|
$
|
55,268
|
|
|
4,664
|
|
(12)
|
$
|
55,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,458
|
|
(13)
|
$
|
17,277
|
|
|
2,709
|
|
(13)
|
$
|
32,102
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
1,096
|
|
(14)
|
$
|
12,988
|
|
|
2,035
|
|
(14)
|
$
|
24,115
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Paul Wang
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,375
|
|
(15)
|
$
|
51,844
|
|
|
8,125
|
|
(15)
|
$
|
96,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,288
|
|
(16)
|
$
|
38,963
|
|
|
6,105
|
|
(16)
|
$
|
72,344
|
|
(1)
|
Market values in this table are determined using a price per share of our common stock of $11.85, the closing price on the NYSE on the last trading day in 2015.
|
(2)
|
Reflects 68,082 unvested restricted stock unit awards granted on August 15, 2012 that will vest on August 15, 2016.
|
(3)
|
Reflects 130,597 unvested time-based restricted stock units with a grant date of January 29, 2015 and a vesting date of March 15, 2016 and 130,597 unvested market-based restricted stock units with a grant date of March 11, 2013 and a vesting date of March 11, 2016.
|
(4)
|
Reflects 40,833 unvested time-based restricted stock units and 75,833 unvested performance and market-based restricted stock units with a grant date of May 8, 2014 and a vesting date of May 8, 2017.
|
(5)
|
Reflects 30,683 time-based restricted stock units and 56,981 unvested performance and market-based restricted stock units with a grant date of March 2, 2015 and a vesting date of March 2, 2018.
|
(6)
|
Reflects 6,996 unvested time-based restricted stock units and 6,997 unvested market-based restricted stock units with a grant date of March 11, 2013 and a vesting date of March 11, 2016.
|
(7)
|
Reflects 2,188 unvested time-based restricted stock units and 4,063 unvested performance and market-based restricted stock units with a grant date of May 8, 2014 and a vesting date of May 8, 2017.
|
(8)
|
Reflects 4,931 time-based restricted stock units and 9,158 unvested performance and market-based restricted stock units with a grant date of March 2, 2015 and a vesting date of March 2, 2018.
|
(9)
|
Reflects 6,996 unvested time-based restricted stock units and 6,997 unvested market-based restricted stock units with a grant date of March 11, 2013 and a vesting date of March 11, 2016.
|
(10)
|
Reflects 2,917 unvested time-based restricted stock units and 5,416 unvested performance and market-based restricted stock units with a grant date of May 8, 2014 and a vesting date of May 8, 2017.
|
(11)
|
Reflects 6,027 time-based restricted stock units and 11,193 unvested performance and market-based restricted stock units with a grant date of March 2, 2015 and a vesting date of March 2, 2018.
|
(12)
|
Reflects 4,664 unvested time-based restricted stock units and 4,664 unvested market-based restricted stock units with a grant date of March 11, 2013 and a vesting date of March 11, 2016.
|
(13)
|
Reflects 1,458 unvested time-based restricted stock units and 2,709 unvested performance and market-based restricted stock units with a grant date of May 8, 2014 and a vesting date of May 8, 2017.
|
(14)
|
Reflects 1,096 time-based restricted stock units and 2,035 unvested performance and market-based restricted stock units with a grant date of March 2, 2015 and a vesting date of March 2, 2018.
|
(15)
|
Reflects 4,375 unvested time-based restricted stock units and 8,125 unvested performance and market-based restricted stock units with a grant date of May 8, 2014 and a vesting date of May 8, 2017.
|
(16)
|
Reflects 3,288 time-based restricted stock units and 6,105 unvested performance and market-based restricted stock units with a grant date of March 2, 2015 and a vesting date of March 2, 2018.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
||||||||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise
(#)
|
|
Value
Realized on
Exercise
($)
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
|
|
Value
Realized on
Vesting
($)
|
|
|
||||||||
Harold C. Bevis
|
|
260,540
|
|
|
(1)
|
$
|
2,834,675
|
|
(1)
|
68,062
|
|
|
|
(2)
|
|
$
|
1,012,763
|
|
|
(2)
|
Clifford E. Pietrafitta
|
|
—
|
|
|
|
$
|
—
|
|
|
16,595
|
|
|
|
(3)
|
|
$
|
269,171
|
|
|
(3)
|
David Pretty
|
|
—
|
|
|
|
$
|
—
|
|
|
12,169
|
|
|
|
(4)
|
|
$
|
197,381
|
|
|
(4)
|
Kevin McDougall
|
|
|
|
|
|
6,638
|
|
|
|
(5)
|
|
$
|
107,668
|
|
|
|
||||
Paul Wang
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(6)
|
|
$
|
—
|
|
|
(6)
|
(1)
|
Includes 260,540 of options that vested on August 15, 2015. Of the shares that were acquired, 160,908 shares were withheld by us in respect of tax obligations and as a result of a cashless exercise.
|
(2)
|
Includes 68,062 time-based restricted stock units that vested on August 15, 2015. Of these shares, 32,466 shares were withheld by us in respect of tax obligations. Market value for vestings under this footnote and footnote 1 was determined using a price per share of our common stock of $14.88, the closing price on the NYSE on August 14, 2015.
|
(3)
|
Includes 16,595 time-based and performance-based restricted stock units that vested on March 31, 2015. Of these shares, 5,493 shares were withheld by us in respect of tax obligations. Market value is determined using a price per share of our common stock of $16.22, the closing price on the NYSE on March 31, 2015.
|
(4)
|
Includes 12,169 time-based and performance-based restricted stock units that vested on March 31, 2015. Of these shares, 4,029 shares were withheld by us in respect of tax obligations. Market value is determined using a price per share of our common stock of $16.22, the closing price on the NYSE on March 31, 2015.
|
(5)
|
Includes 6,638 time-based and performance-based restricted stock units that vested on March 31, 2015. Of these shares, 2,729 shares were withheld by us in respect of tax obligations. Market value is determined using a price per share of our common stock of $16.22, the closing price on the NYSE on March 31, 2015.
|
(6)
|
Paul Wang had no vestings in 2015.
|
Equity Compensation Plan Information
|
|||||||||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
|||||
|
|
|
|
|
|
|
|||||
Equity compensation plans approved by security holders
|
|
745,263
|
|
|
na
|
|
453,568
|
|
|
||
|
|
|
|
|
|
|
|||||
Equity compensation plans not approved by security holders
|
|
328,703
|
|
|
$
|
4.00
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
1,073,966
|
|
|
na
|
|
453,568
|
|
|
Name
|
|
Plan Name
|
|
Number of
Years
Credited
Service
(1)
(#)
|
|
Present Value
of Accumulated
Benefit
($)
|
|
Payments During
Last Fiscal Year
($)
|
|||||||
Harold C. Bevis
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||
Clifford E. Pietrafitta
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||
David Pretty
|
|
non-union U.S. pension plan
|
|
11.917
|
|
|
|
|
$
|
184,910
|
|
|
—
|
|
|
Kevin McDougall
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||
Paul Wang
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Reason for Termination
|
|
Cash
Severance
Payment
(2)
|
|
Equity
Awards
|
|
Continuation
of Medical/
Dental
Benefits
|
|
Excise
Tax
Gross-up
|
|
Benefits
under Life
Insurance
Policies the
Premiums
for which
are Paid
for By
Xerium
|
|
Total
Termination
Benefits
|
||||||||||
Death
|
|
$
|
241,063
|
|
$
|
4,909,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
6,150,263
|
Disability(1)
|
|
$
|
241,063
|
|
$
|
4,909,200
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,171,748
|
By Xerium for Cause or by Executive without Good Reason(1)
|
|
$
|
241,063
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241,063
|
By Xerium without Cause(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
1,238,563
|
|
$
|
4,909,200
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,169,248
|
By Xerium without Cause(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
1,571,063
|
|
$
|
8,369,110
|
|
|
$
|
28,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,968,819
|
By the Executive for Good Reason(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
1,238,563
|
|
$
|
4,909,200
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,169,248
|
By the Executive for Good Reason(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
1,571,063
|
|
$
|
8,369,110
|
|
|
$
|
28,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,968,819
|
(1)
|
As defined in Mr. Bevis’ employment agreement.
|
(2)
|
The amounts set forth under cash severance payments are payable over time as continuation of the payment of base salary or in a lump sum as described in the description of Mr. Bevis’ employment agreement above. In addition, this column includes cash payments under our 2015 MIC that were payable as a result of Mr. Bevis being employed by us on December 31, 2015.
|
Reason for Termination
|
|
Cash
Severance
Payment
(2)
|
|
Equity
Awards
|
|
Continuation
of Medical/
Dental
Benefits
|
|
Excise
Tax
Gross-up
|
|
Benefits
under Life
Insurance
Policies the
Premiums
for which
are Paid
for By
Xerium
|
|
Total
Termination
Benefits
|
||||||||||
Death
|
|
$
|
64,344
|
|
$
|
242,976
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
1,307,320
|
Disability(1)
|
|
$
|
64,344
|
|
$
|
242,976
|
|
|
$
|
24,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
331,672
|
By Xerium for Cause or by the Executive without Good Reason(1)
|
|
$
|
64,344
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,344
|
By Xerium without Cause(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
419,344
|
|
$
|
242,976
|
|
|
$
|
16,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
678,555
|
By Xerium without Cause(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
596,844
|
|
$
|
406,834
|
|
|
$
|
24,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,028,030
|
By the Executive for Good Reason(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
419,344
|
|
$
|
242,976
|
|
|
$
|
16,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
678,555
|
By the Executive for Good Reason(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
596,844
|
|
$
|
406,834
|
|
|
$
|
24,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,028,030
|
(1)
|
As defined in Mr. Pietrafitta’s employment agreement.
|
(2)
|
The amounts set forth under cash severance payments are payable over time as continuation of the payment of base salary or in a lump sum as described in the description of Mr. Pietrafitta’s employment agreement above. In addition, this column includes cash payments under our 2015 MIC that were payable as a result of Mr. Pietrafitta being employed by us on December 31, 2015.
|
Reason for Termination
|
|
Cash
Severance
Payment
(2)
|
|
Equity
Awards
|
|
Continuation
of Medical/
Dental
Benefits
|
|
Excise
Tax
Gross-up
|
|
Benefits
under Life
Insurance
Policies the
Premiums
for which
are Paid
for By
Xerium
|
|
Total
Termination
Benefits
|
||||||||||||
Death
|
|
$
|
73,406
|
|
$
|
266,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
1,340,401
|
||
Disability(1)
|
|
$
|
73,406
|
|
$
|
266,995
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
361,886
|
||
By Xerium for Cause or by the Executive without Good Reason(1)
|
|
$
|
73,406
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73,406
|
By Xerium without Cause(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
478,406
|
|
$
|
266,995
|
|
|
$
|
14,323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
759,724
|
||
By Xerium without Cause(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
680,906
|
|
$
|
468,620
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,171,011
|
||
By the Executive for Good Reason(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
478,406
|
|
$
|
266,995
|
|
|
$
|
14,323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
759,724
|
||
By the Executive for Good Reason(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
680,906
|
|
$
|
468,620
|
|
|
$
|
21,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,171,011
|
(1)
|
As defined in Mr. Pretty’s employment agreement.
|
(2)
|
The amounts set forth under cash severance payments are payable over time as continuation of the payment of base salary or in a lump sum as described in the description of Mr. Pretty’s employment agreement above. In addition, this column includes cash payments under our 2015 MIC that were payable as a result of Mr. Pretty being employed by us on December 31, 2015.
|
Reason for Termination
|
|
Cash
Severance
Payment
(2)
|
|
Equity
Awards
|
|
Continuation
of Medical/
Dental
Benefits
|
|
Excise
Tax
Gross-up
|
|
Benefits
under Life
Insurance
Policies the
Premiums
for which
are Paid
for By
Xerium
|
|
Total
Termination
Benefits
|
||||||||||
Death
|
|
$
|
59,813
|
|
$
|
141,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
$
|
601,180
|
Disability(1)
|
|
$
|
59,813
|
|
$
|
141,367
|
|
|
$
|
12,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213,656
|
By Xerium for Cause or by the Executive without Good Reason(1)
|
|
$
|
59,813
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,813
|
By Xerium without Cause(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
389,813
|
|
$
|
141,367
|
|
|
$
|
8,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
539,498
|
By Xerium without Cause(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
554,813
|
|
$
|
197,018
|
|
|
$
|
12,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
764,307
|
By the Executive for Good Reason(1) and not within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
389,813
|
|
$
|
141,367
|
|
|
$
|
8,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
539,498
|
By the Executive for Good Reason(1) and within 3 months before or 24 months after a Change of Control(1)
|
|
$
|
554,813
|
|
$
|
197,018
|
|
|
$
|
12,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
764,307
|
(1)
|
As defined in Mr. McDougall's employment agreement.
|
(2)
|
The amounts set forth under cash severance payments are payable over time as continuation of the payment of base salary or in a lump sum as described in the description of Mr. McDougall's employment agreement above. In addition, this column includes cash payments under our 2015 MIC that were payable as a result of Mr. McDougall being employed by us on December 31, 2015.
|
Reason for Termination
|
|
Cash
Severance
Payment
|
|
Equity
Awards
|
|
Continuation
of Medical/
Dental
Benefits
|
|
Excise
Tax
Gross-up
|
|
Benefits
under Life
Insurance
Policies the
Premiums
for which
are Paid
for By
Xerium
|
|
Total
Termination
Benefits
|
|||||||||||
Death
|
|
$
|
—
|
|
|
$
|
113,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113,210
|
Disability
|
|
$
|
—
|
|
|
$
|
113,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113,210
|
By Xerium Other than for Cause
|
|
$
|
300,000
|
|
|
$
|
113,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
413,210
|
By Xerium for Cause
|
|
$
|
165,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165,000
|
Name
|
Fees
Earned or
Paid in
Cash
|
|
Stock
Awards
(1)
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
|
|
Total
|
|||||||||||
Roger A. Bailey
|
$
|
60,720
|
|
$
|
71,280
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,000
|
David A. Bloss, Sr.
(2)
|
$
|
49,389
|
|
$
|
49,780
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,169
|
Ambassador April H. Foley
|
$
|
65,720
|
|
$
|
71,280
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137,000
|
Jay J. Gurandiano
(3)
|
$
|
63,220
|
|
$
|
71,280
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,500
|
John F. McGovern
|
$
|
70,720
|
|
$
|
71,280
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,000
|
James F. Wilson
|
$
|
115,720
|
|
$
|
71,280
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
187,000
|
(1)
|
The amounts in these columns reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of the stock awards granted to non-employee directors during 2015. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements for the fiscal year ended December 31, 2015. Each stock unit corresponds to one share of our common stock. If a director’s service on the Board is terminated, such director will, as appropriate, (i) receive as of the end of the quarter in which his or her service ends the number of shares of common stock that equals the number of pro rata deferred stock units the director has earned during that quarter, and (ii) six months after such termination, receive the number of shares of common stock that equals the number of deferred stock units the director has earned if such director either elected to defer conversion of the deferred stock units or held deferred stock units under the director compensation plan in effect prior to March 15, 2011. Dividends are paid on these deferred stock units at the same rate as dividends on our common stock (if any), but only in the form of additional deferred stock units, as applicable.
|
(2)
|
Mr. Bloss retired from the Board on September 11, 2015 prior to the 2015 Annual Meeting of Stockholders.
|
(3)
|
Fees Earned or Paid in Cash by Mr. Gurandiano includes an amount of $32,360 foregone at the election of Mr. Gurandiano in exchange for stock.
|
•
|
a transaction involving the compensation of directors (which are subject to the procedures for review and approval established in the charter of the Nominating and Governance Committee);
|
•
|
a transaction involving compensation of an executive officer or involving an employment agreement, severance arrangement, change in control provision or supplemental benefit of an executive officer (which are subject to the procedures for review and approval established in the charter of the Compensation Committee);
|
•
|
a transaction available to all employees generally or to all salaried employees generally;
|
•
|
a transaction with a related party involving less than $120,000; and
|
•
|
a transaction in which the interest of the related party arises solely from the ownership of a class of our equity securities and all holders of that class receive the same benefit on a pro rata basis.
|
•
|
the nature of the related party’s interest in the transaction;
|
•
|
the material terms of the transaction, including, without limitation, the amount and type of transaction;
|
•
|
the significance of the transaction to the related party;
|
•
|
the significance of the transaction to us;
|
•
|
whether the transaction would impair the judgment of a director or executive officer to act in our best interest;
|
•
|
whether the transaction is fair to us; and
|
•
|
any other matters the Audit Committee deems appropriate.
|
|
|
Common Stock,
par value
$0.001 per share
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percent
|
||
AS Investors, LLC
(1)
|
|
2,164,338
|
|
|
13.5
|
%
|
Carl Marks Management Company, LLC
(2)
|
|
2,064,452
|
|
|
12.9
|
%
|
Tocqueville Asset Management L.P.
(3)
|
|
1,475,608
|
|
|
9.2
|
%
|
Credit Suisse AG
(4)
|
|
968,240
|
|
|
6.1
|
%
|
Harold Bevis
|
|
421,155
|
|
|
2.6
|
%
|
Clifford E. Pietrafitta
|
|
33,647
|
|
|
*
|
|
David Pretty
|
|
39,480
|
|
|
*
|
|
Kevin McDougall
|
|
6,333
|
|
|
*
|
|
Paul Wang
|
|
—
|
|
|
*
|
|
Roger A. Bailey
|
|
26,294
|
|
|
*
|
|
Alexander Toeldte
|
|
3,414
|
|
|
*
|
|
Ambassador April H. Foley
(5)
|
|
31,911
|
|
|
*
|
|
Jay J. Gurandiano
(6)
|
|
435,413
|
|
|
*
|
|
John F. McGovern
(7)
|
|
8,000
|
|
|
*
|
|
James F. Wilson
(8)
|
|
2,102,369
|
|
|
13.1
|
%
|
All directors and executive officers as a group (13 people)
|
|
2,832,125
|
|
|
17.7
|
%
|
(*)
|
Less than 1%.
|
(1)
|
AS Investors, LLC’s address is c/o American Securities LLC, 299 Park Avenue, 34
th
Floor, New York, NY 10171. American Securities Partners V, L.P., American Securities Partners V(B), L.P., American Securities Partners V(C), L.P., (collectively, the “
Sponsors
”) are owners of membership interests in AS Investors, LLC. American Securities Associates V, LLC is the general partner of each Sponsor. American Securities LLC provides investment advisory services to each Sponsor and to American Securities Associates V, LLC.
|
(2)
|
Carl Marks Management Company, LLC’s address is 900 Third Avenue, 33
rd
Floor, New York, NY 10022. Represents 626,544 shares held by Carl Marks Strategic Investments, L.P. (“
CMSI
”), and 1,437,908 held by Carl Marks Strategic Opportunities Fund, L.P. (“
CMSO
”). Carl Marks Management Company, LLC is the registered investment adviser of CMSI and CMSO. CMSI GP, LLC is the general partner of CMSI, and Carl Marks GP, LLC is the general partner of CMSO. Messrs. Andrew M. Boas, Robert C. Ruocco, and James Forbes Wilson are the managing members of Carl Marks Management Company, LLC, CMSI GP, LLC and Carl Marks GP, LLC.
|
(3)
|
Tocqueville Asset Management L.P.’s address is 40 West 57th Street, 19th Floor, New York, NY 10019.
|
(4)
|
Credit Suisse AG's address is Uetlibergstrasse 231, P.O. Box 900, CH 8070, Zurich, Switzerland.
|
(5)
|
Excludes 8,234 shares of common stock underlying director deferred stock units held by the non-management director. Such deferred stock units will be settled in shares of common stock six months after the director’s departure from the Board, and thus are not convertible into shares of common stock within 60 days of March 31, 2016.
|
(6)
|
Includes 3,556 shares of common stock (not including shares in respect of future dividend payments on our common stock) that will be paid to the non-management director upon the termination of his service on the Board in respect of outstanding restricted stock units earned as part of the director’s compensation for service on the Board. Excludes 2,228 shares of common stock underlying director deferred stock units held by the non-management director. Such deferred stock units will be settled in shares of common stock six months after the director’s departure from the Board, and thus are not convertible into shares of common stock within 60 days of March 31, 2016.
|
(7)
|
Excludes 40,145 shares of common stock underlying director deferred stock units held by the non-management director. Such deferred stock units will be settled in shares of common stock six months after the director’s departure from the Board, and thus are not convertible into shares of common stock within 60 days of March 31, 2016.
|
(8)
|
Mr. Wilson’s business address is c/o Carl Marks Management Company, L.P., 900 Third Avenue, 33
rd
Floor, New York, NY 10022. Represents 2,064,452 shares of common stock described in note (2) above and 37,917 shares of common stock owned directly by Mr. Wilson. Mr. Wilson is a managing member of Carl Marks Management Company, LLC, CMSI GP, LLC and Carl Marks GP, LLC. Carl Marks Management Company, LLC is the registered investment adviser of CMSI and CMSO. CMSI GP, LLC is the general partner of CMSI, and Carl Marks GP, LLC is the general partner of CMSO. Mr. Wilson’s beneficial ownership is limited to (i) his direct ownership of 37,917 shares of common stock and (ii) his indirect interest (if any) in the shares of common stock held by CMSI and CMSO, limited to his pecuniary interest in CMSI and CMSO (if any).
|
|
|
2015
|
|
2014
|
||||||
Audit fees(a)
|
|
$
|
2,152,100
|
|
|
|
$
|
2,317,600
|
|
|
Audit-related fees(b)
|
|
2,500
|
|
|
|
2,000
|
|
|
||
Tax fees(c)
|
|
—
|
|
|
|
23,000
|
|
|
||
All other fees
|
|
—
|
|
|
|
—
|
|
|
||
Total fees
|
|
$
|
2,154,600
|
|
|
|
$
|
2,342,600
|
|
|
(a)
|
Audit fees were for professional services rendered for the audits of our consolidated financial statements (including services in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002), foreign statutory audit fees, attest services, reviews of quarterly results, consents, and assistance with and review of documents filed with the SEC and related out-of-pocket expenses.
|
(b)
|
Audit-related fees were for technical, financial reporting, and compliance services that are reasonably related to the performance of the audit or review of our financial statements and that are not included under the heading “Audit fees.”
|
(c)
|
Tax fees include tax compliance, tax planning, and tax advice.
|
•
|
rate and magnitude of decline in graphical grade paper production;
|
•
|
fluctuations in interest rates and currency exchange rates;
|
•
|
over-capacity of certain grades of paper, leading to distressed profit situations;
|
•
|
execution risk related to our expansion projects;
|
•
|
local economic conditions in the areas around the world where we conduct business;
|
•
|
quality issues with new products that could lead to higher warranty and quality costs;
|
•
|
structural shifts in the demand for paper;
|
•
|
the effectiveness of our strategies and plans;
|
•
|
sudden increase or decrease in production capacity;
|
•
|
trend toward extended life in forming fabrics, leading to reduced market share;
|
•
|
our development and marketing of new technologies and our ability to compete against new technologies developed by competitors;
|
•
|
variations in demand for our products, including our new products;
|
•
|
fluctuations in the price of our component supply costs and energy costs;
|
•
|
our ability to generate substantial operating cash flow to fund growth and unexpected cash needs;
|
•
|
occurrences of terrorist attacks or an armed conflict involving the United States or any other country in which we conduct business, or any other domestic or international calamity, including natural disasters;
|
•
|
changes in the policies, laws, regulations and practices of the United States and any foreign country in which we operate or conduct business, including changes regarding taxes and the repatriation of earnings;
|
•
|
anti-takeover provisions in our charter documents; and
|
•
|
other risks and uncertainties associated with our business described in Xerium’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission.
|
Xerium
Technologies, Inc.
|
|
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XERIUM TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
Thursday, June 16, 2016
9:00 A.M.
Xerium Technologies, Inc.
14101 Capital Boulevard
Youngsville, NC 27596
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Xerium Technologies, Inc.
14101 Capital Boulevard
Youngsville, NC 27596
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