| |
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to Be Held on Wednesday, March 6, 2019: The proxy materials for the Annual Meeting are available at www.proxyvote.com. |
| |
| PROXY STATEMENT SUMMARY | | | | | 1 |
| PROXY STATEMENT | | | | | 5 |
| QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING | | | | | 5 |
| | | | | 8 | |
|
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT |
| | | | 11 |
| CORPORATE GOVERNANCE | | | | | 13 |
| General | | | |
|
|
| Director Independence | | | |
|
|
| | | | | 13 | |
| | | | | 14 | |
| | | | | 14 | |
| | | | | 15 | |
| | | | | 15 | |
| | | | | 15 | |
| | | | | 15 | |
| | | | | 15 | |
| | | | | 16 | |
| | | | | 16 | |
| | | | | 16 | |
| REPORT OF THE AUDIT COMMITTEE | | | | | 18 |
| EXECUTIVE COMPENSATION | | | | | 19 |
| | | | | 19 | |
| | | | | 19 | |
| | | | | 23 | |
| | | |
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| | | | | 24 | |
| | | | | 25 | |
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| | | | | 27 | |
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| | | | | 30 | |
| | | | | 30 |
| | | | | 31 | |
| PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS | | | | | 31 |
| PROPOSAL 3: EXECUTIVE COMPENSATION | | | | | 32 |
| PROPOSAL 4: FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | | | 32 |
|
PROPOSAL 5: SPECIAL MEETING AMENDMENT TO THE CERTIFICATE OF INCORPORATION |
| | | | 32 |
|
PROPOSAL 6: STOCKHOLDER PROPOSAL REQUESTING THE BOARD TO TAKE STEPS NECESSARY TO GIVE STOCKHOLDERS THE RIGHT TO CALL A SPECIAL STOCKHOLDER MEETING |
| | | | 34 |
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
| | | | 36 |
| STOCKHOLDER PROPOSALS | | | | | 36 |
| OTHER MATTERS | | | | | 37 |
| EXPENSES OF SOLICITATION | | | | | 37 |
| HOUSEHOLDING OF PROXY MATERIALS | | | | | 37 |
| ANNEX A | | | | | 38 |
| | | | Our Board’s Recommendation |
| |||
|
Proposal 1 – Election of Directors (page 31) The Board and the Nominating and Governance Committee believe that the seven director nominees possess the necessary qualifications to provide effective oversight of the Company’s business. |
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|
| |
FOR each Director Nominee
|
|
|
Proposal 2 – Ratification of the Appointment of Ernst & Young LLP as Independent Auditors (page 31) The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending September 28, 2019 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the Independent Auditors. |
| |
|
| |
FOR
|
|
| Proposal 3 – Executive Compensation (page 32) The Board recommends that stockholders approve, on an advisory, non-binding basis, our executive compensation. |
| |
|
| |
FOR
|
|
| Proposal 4 – Frequency of Advisory Vote on Executive Compensation (page 32) The Board recommends that stockholders vote to conduct an advisory vote on executive compensation every “Three Years”. |
| |
|
| |
FOR Three Years
|
|
|
Proposal 5 – Special Meeting Amendment to the Certificate of Incorporation (page 32) The Board recommends that stockholders approve an amendment to the Amended and Restated Certificate of Incorporation to enable stockholders who hold at least 25% of our outstanding common stock to call special stockholder meetings because the Board and the Nominating and Governance Committee believe that an ownership threshold of at least 25%, along with appropriate procedural requirements, would achieve a reasonable balance between enhancing stockholder rights and adequately protecting the long-term interests of the Company and its stockholders. |
| |
|
| |
FOR
|
|
| Proposal 6 – Stockholder Proposal requesting the Board to take steps necessary to give stockholders the right to call a special stockholder meeting (page 34) The Board recommends that stockholders vote against this stockholder proposal because the Board and the Nominating and Governance Committee believe the 15% ownership threshold will unduly risk giving a stockholder or small group of stockholders a disproportionate amount of influence over the Company’s affairs. |
| |
|
| |
AGAINST
|
|
|
Name
|
| |
Age
|
| |
Occupation
|
| |
Committee
Membership |
| |
Independent
|
| |
Other Public Company Boards
|
| | | ||||
| Idalene F. Kesner | | |
60
|
| | Dean of Indiana University’s Kelley School of Business | | | NGC | | |
✓
|
| | Olympic Steel, Inc. (NASDAQ: ZEUS) | | | | ||||
| Carl J. (Rick) Rickertsen | | |
58
|
| | Managing Partner of Pine Creek Partners | | |
AC CC (Chair)
|
| |
✓
|
| | None | | | | ||||
| Thomas E. Salmon | | |
55
|
| | Berry Chairman of the Board and Chief Executive Officer | | | | | | | | | Old National Bank (NASDAQ: ONB) | | | | | | | |
| Paula A. Sneed | | |
71
|
| | Chairperson and CEO of Phelps Prescott Group LLC | | | NGC | | |
✓
|
| | Charles Schwab Corporation (NYSE: SCHW) and TE Connectivity Ltd. (NYSE: TEL) | | | | ||||
| Robert A. Steele | | |
63
|
| | Retired Procter & Gamble Vice Chairman Global Health and Well-being | | | NGC | | |
✓
|
| | LSI Industries, Inc. (NASDAQ: LYTS); BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ); and Newell Brands Inc. (NYSE: NWL) | | | | ||||
| Stephen E. Sterrett | | |
63
|
| | Former Sr. Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. | | | AC (Chair) | | |
✓
|
| | Equity Residential (NYSE: EQR) and Realty Income Corporation (NYSE: O) | | | | ||||
| Scott B. Ullem | | |
52
|
| | Chief Financial Officer of Edwards Lifesciences Corporation | | | CC | | |
✓
|
| | None | | | |
|
Board Independence
|
| |
•
10 of our 11 current directors are independent.
•
Mr. Salmon is the only management director.
•
There are regular executive sessions for independent directors and any independent director may raise matters for discussion at these executive sessions.
|
|
|
Lead Independent Director
|
| |
•
Our Corporate Governance Guidelines require a Lead Independent Director position with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chairman of the Board. The Lead Independent Director is elected annually by the independent directors.
|
|
|
Board Composition
|
| |
•
The Board has fixed the number of directors at 10 as of the Annual Meeting.
•
We regularly assess our Board performance and can adjust the number of directors according to our needs.
•
Our Board has a diverse mix of skills, experience and backgrounds.
•
Our director attendance for Board and committee meetings was in excess of 75% in fiscal 2018.
|
|
|
Accountability to Stockholders
|
| |
•
Proxy Access. Our Bylaws provide proxy access, allowing a stockholder or group of up to 20 stockholders continuously owning an aggregate of 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the number of directors then in office or two nominees, provided the stockholders and nominees otherwise satisfy the requirements of our Bylaws.
•
Majority Voting/Director Resignation Policy. Our Bylaws provide that in uncontested director elections each director shall be elected by the vote of the majority of the votes cast. Our Corporate Governance Guidelines provide that any incumbent director nominee in an uncontested election who receives a greater number of votes “against” than votes “for” such nominee’s election shall promptly tender his or her resignation to the Board for the Board’s consideration.
•
Board Declassification. Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides for the annual election of directors after a transition period.
•
We do not have a poison pill.
|
|
|
Independent Board Committees
|
| |
•
We have three Board committees – Audit, Nominating and Governance, and Compensation.
•
All of the Board committees are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.
•
Our Board and each committee may engage independent advisors at its sole discretion.
|
|
|
Risk Oversight
|
| |
•
Our full Board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.
|
|
|
Succession Planning
|
| |
•
The Board actively monitors our succession plans and receives regular updates on talent management, diversity and retention matters. At least annually, the Board reviews senior management succession and development plans.
•
The Board periodically evaluates Board succession and the processes by which additional directors with strong and diverse experience can be attracted and selected for future Board seats.
|
|
|
Board/Committee Self-evaluation
|
| |
•
We have an annual self-evaluation process for the Board.
•
We have an annual self-evaluation process for each standing Committee of the Board.
|
|
|
Robust Director and Executive Officer Share Ownership Guidelines
|
| |
•
Our share ownership guidelines require each director, the Chief Executive Officer, and each Chief Executive Officer direct report who is an Executive Vice President or above, on or before the end of a five (5) year transition period, to have a financial stake in Berry common stock with a value equivalent to:
■ Non-employee directors: 4 times annual cash retainer
■ Chief Executive Officer: 6 times base salary
■ Chief Executive Officer direct reports: 3 times base salary
|
|
|
Ethics/Corporate Responsibility
|
| |
•
All of our directors and Executive Officers are required to abide by the Company’s Code of Business Ethics and the Company’s Certification and Supplemental Code of Ethics.
•
The Company has an active ethics and compliance program, which includes regular employee training.
|
|
| | | |
Plan
|
| |
Purpose
|
| | Relevant Performance Metric and Description |
| | | | | ||
|
Annual/Short Term Incentive
|
| |
Base Salary
|
| |
To provide fair and competitive compensation for individual performance and level of responsibility associated with position held
|
| |
Based on individual performance, position, and responsibility
|
| |
Fixed
|
| | ||
|
Executive Bonus Plan
|
| |
To provide a short-term annual performance-based cash incentive opportunity through a bonus plan that is based upon achievement of the established performance goals
|
| |
Bonus is determined based on two components that are tied directly to the performance of the Company:
•
an Adjusted EBITDA target (75% of the target award): and
•
an economic value growth target (25% of the target award)
|
| |
Variable
|
| | |||||
|
Long-Term Incentive
|
| | Long-Term Incentive Plan | | | To provide long-term incentive opportunities in the form of equity awards in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning their interests with the interests of our stockholders | | | Option awards vest over a five-year period and incentivize performance as the options have value only to the extent the market value of the Company stock increases following issuance | | | |||||
| | | | | | | | | | | | | | | | | |
|
Name of Beneficial Owner(1)
|
| |
Direct and
Indirect Share Ownership(1) |
| |
Right to
Acquire(2) |
| |
Total
Beneficially Owned |
| |
Percent of
Class |
| ||||||||||||
| Thomas E. Salmon | | | | | 25,400 | | | | | | 417,000 | | | | | | 442,400 | | | | | | * | | |
| Mark W. Miles | | | | | 52,916 | | | | | | 453,000 | | | | | | 505,916 | | | | | | * | | |
| Scott M. Tracey | | | | | — | | | | | | 73,000 | | | | | | 73,000 | | | | | | * | | |
| Curt L. Begle | | | | | 28,500 | | | | | | 168,000 | | | | | | 196,500 | | | | | | * | | |
| Jean-Marc Galvez | | | | | — | | | | | | 52,000 | | | | | | 52,000 | | | | | | * | | |
| B. Evan Bayh | | | | | 24,500 | | | | | | 53,000 | | | | | | 77,500 | | | | | | * | | |
| Jonathan F. Foster | | | | | — | | | | | | 53,000 | | | | | | 53,000 | | | | | | * | | |
| Idalene F. Kesner | | | | | 21,000 | | | | | | 32,000 | | | | | | 53,000 | | | | | | * | | |
| Carl J. (Rick) Rickertsen | | | | | — | | | | | | 39,000 | | | | | | 39,000 | | | | | | * | | |
| Ronald S. Rolfe | | | | | 1,040 | | | | | | 53,000 | | | | | | 54,040 | | | | | | * | | |
| Robert V. Seminara | | | | | 43,253 | | | | | | 68,500 | | | | | | 111,753 | | | | | | * | | |
| Paula A. Sneed | | | | | 2,050 | | | | | | 6,500 | | | | | | 8,550 | | | | | | * | | |
| Robert A. Steele | | | | | — | | | | | | 39,000 | | | | | | 39,000 | | | | | | * | | |
| Stephen E. Sterrett | | | | | — | | | | | | 39,000 | | | | | | 39,000 | | | | | | * | | |
| Scott B. Ullem | | | | | — | | | | | | 23,000 | | | | | | 23,000 | | | | | | * | | |
| All current directors and executive officers as a group (17 persons)(2) | | | | | 198,909 | | | | | | 1,824,280 | | | | | | 2,023,189 | | | | | | 1.6% | | |
| The Vanguard Group, Inc.(3) | | | | | 10,733,811 | | | | | | — | | | | | | 10,733,811 | | | | | | 8.2% | | |
| Luminus Management, LLC(4) | | | | | 8,869,863 | | | | | | — | | | | | | 8,869,863 | | | | | | 6.8% | | |
| Viking Global Investors LP(5) | | | | | 7,194,699 | | | | | | — | | | | | | 7,194,699 | | | | | | 5.5% | | |
| TIAA-CREF Investment Management, LLC(6) | | | | | 6,989,391 | | | | | | — | | | | | | 6,989,391 | | | | | | 5.4% | | |
|
Corporate Governance Information on our Website
The following governance documents are available on the Investor page of our website, www.BerryGlobal.com, at “Corporate Governance — Highlights”:
•
Corporate Governance Guidelines
•
Code of Business Ethics
•
Certification and Supplemental Code of Ethics
•
Board Committee Charters
•
Share Ownership Guidelines
Paper copies can be obtained by writing to our Secretary, Berry Global Group, Inc., 101 Oakley Street, Evansville, IN 47710
|
|
|
Committee
|
| |
Duties and Responsibilities
|
| | Committee Members |
| | Total Number of Meetings During Fiscal Year 2018 |
|
| Audit Committee(2) | | |
Assist the Board in fulfilling its oversight responsibilities relating to:
•
the accounting, financial and external reporting policies and practices of the Company;
•
the integrity of the Company’s financial statements;
•
the independence, qualifications and performance of the Company’s independent auditor;
•
the effectiveness of the Company’s internal control over financial reporting;
•
the risk assessment and risk management practices of the Company;
•
the performance of the Company’s internal audit function; and
•
compliance with the Company’s Code of Business Ethics.
|
| | Mr. Sterrett(1) Mr. Rickertsen Mr. Rolfe |
| |
4
|
|
| Compensation Committee | | |
•
Approve and recommend to our Board of Directors all compensation plans for the Senior Management Group (as defined in “Executive Compensation — Compensation Discussion and Analysis”) and our Board of Directors.
•
Approve the short-term compensation of the Senior Management Group and recommend for Board of Directors approval the short-term compensation for members of our Board of Directors.
•
Approve and authorize grants under the Company’s incentive plans, including all equity plans and long-term incentive plans.
•
Lead the Board of Directors in its annual review of the Senior Management Group’s performance.
•
Review, and report to the Board on, the Company’s succession planning.
•
Prepare any report on executive compensation required by Securities and Exchange Commission rules and regulations for inclusion in our annual Proxy Statement, if any.
|
| | Mr. Rickertsen(1) Mr. Foster Mr. Bayh Mr. Ullem |
| |
5
|
|
| Nominating and Governance Committee | | |
•
Implementation and review of criteria for membership on our Board of Directors and its committees.
•
Recommendation of proposed nominees for election to our Board of Directors and membership on its committees.
•
Recommendations to our Board of Directors regarding governance and related matters.
•
Review CEO and executive officer succession planning with the Compensation Committee as appropriate.
•
Lead the Board in its annual review of the Board’s performance.
|
| | Mr. Rolfe(1) Dr. Kesner Ms. Sneed Mr. Steele |
| |
1
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash |
| |
Option
Awards(1) |
| |
Total
|
| |||||||||
| B. Evan Bayh | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Jonathan F. Foster | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Idalene F. Kesner | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Carl J. Rickertsen | | | | $ | 120,000 | | | | | $ | 115,960 | | | | | $ | 235,960 | | |
| Ronald S. Rolfe | | | | $ | 120,000 | | | | | $ | 115,960 | | | | | $ | 235,960 | | |
| Robert V. Seminara | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Robert A. Steele | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Stephen E. Sterrett | | | | $ | 137,500 | | | | | $ | 115,960 | | | | | $ | 253,460 | | |
| Scott B. Ullem | | | | $ | 105,000 | | | | | $ | 115,960 | | | | | $ | 220,960 | | |
| Paula A. Sneed(2) | | | | $ | 70,000 | | | | | $ | 114,985 | | | | | $ | 184,985 | | |
|
Executive Compensation Highlights
•
Link compensation to Company performance. Performance drives pay. A significant portion of compensation opportunities for the NEOs is variable, meaning it is tied to performance. Cash bonuses are based on the attainment of business plan performance metrics.
•
Balanced compensation program. The compensation program includes complementary but diverse performance goals, a balance of types of compensation, and caps on the amount of compensation that can be awarded.
•
Compensation aligned with stockholder interests. Long-term incentive compensation opportunities for the NEOs are equity-based.
•
Independent Compensation Consultant. Our Compensation Committee utilizes an independent compensation consultant.
•
Double trigger change in control arrangements. Benefits in connection with a change in control are only payable after a qualifying termination.
•
No repricing of awards. No previously granted awards can be repriced or surrendered in exchange for new awards.
|
|
|
Fiscal 2018 Compensation Overview
Our executive compensation program is comprised of (i) base salary, (ii) short-term annual performance-based cash incentives (annual bonus), and (iii) long-term equity incentives. The highlights of our fiscal 2018 compensation program are as follows:
•
Fiscal 2018 base salaries for our Senior Management Group were modestly increased from fiscal 2017 to generally reflect a cost of living adjustment, with limited additional adjustments based on performance and changes in position or responsibility.
•
The short-term annual performance-based cash incentive is comprised of two components that are tied directly to the performance of the Company:
■
an Adjusted EBITDA target (75% of the target award), and
■
an economic value growth target (25% of the target award).
•
Based on our actual results for the fiscal year ended September 29, 2018, Adjusted EBITDA performance was 90% of target and economic value growth did not meet the minimum threshold, which resulted in a total annual bonus payout to our Named Executive Officers equal to 14.6% of base salary, with the exception of Mr. Salmon, who earned an annual bonus payout equal to 22.5% of base salary.
•
Long-term equity incentives are generally awarded annually in the form of stock options that vest over a five-year period. The number of stock options awarded annually has generally been determined using benchmark data provided to us by Towers Watson. A detailed description of our long-term equity incentives can be found in the “Equity Compensation Plans” section below.
•
In fiscal 2018, we granted stock option awards with respect to approximately 1.45 million shares in the aggregate to non-employee directors, employees and officers, including options with respect to 395,000 shares to our Named Executive Officers.
|
|
|
Ball Corporation
Owens-Illinois, Inc.
Eastman Chemical Co.
Avery Dennison Corporation
Packaging Corporation
of America |
| |
Sealed Air Corporation
Bemis Company, Inc.
The Clorox Company
Sonoco Products Co.
Westlake Chemical Corp.
|
| |
Silgan Holdings Inc.
AptarGroup, Inc.
Crown Holdings
Graphic Packaging International, Inc.
Greif, Inc.
|
|
| | | |
Target Bonus
(% of Base Salary) |
| |
Adjusted EBITDA Factor (75%)(1)
|
| |
Economic Value
Growth Factor (25%) |
| |
Bonus Achieved
(% of Base Salary) |
| |||||||||||||||||||||||||||
| | | | | | |
Target
|
| |
Achieved
|
| |
Target
|
| |
Achieved
|
| ||||||||||||||||||||||||
| CEO | | | FY 2018 | | | | | 100% | | | | | $ | 1,540 | | | | | $ | 1,388 | | | | | | 15% | | | | | | 5.9% | | | | | | 22.5% | | |
| Other NEOs | | | FY 2018 | | | | | 65% | | | | | $ | 1,540 | | | | | $ | 1,388 | | | | | | 15% | | | | | | 5.9% | | | | | | 14.6% | | |
|
Name and Principal Position(1)
|
| |
Fiscal
Year |
| |
Salary
|
| |
Option
Awards(2) |
| |
Non-Equity
Incentive Plan Compensation |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
|
Thomas E. Salmon
Chief Executive Officer |
| | | | 2018 | | | | | $ | 973,077 | | | | | $ | 3,568,000 | | | | | $ | 213,750 | | | | | $ | 20,566(3) | | | | | $ | 4,775,393 | | |
| | | 2017 | | | | | | 803,533 | | | | | | 3,880,000 | | | | | | 653,993 | | | | | | 57,504(3) | | | | | | 5,395,030 | | | |||
| | | 2016 | | | | | | 550,961 | | | | | | 592,200 | | | | | | 462,880 | | | | | | 17,448(6) | | | | | | 1,623,489 | | | |||
|
Mark W. Miles
Chief Financial Officer |
| | | | 2018 | | | | | $ | 559,231 | | | | | $ | 1,159,600 | | | | | $ | 80,438 | | | | | $ | 20,787(6) | | | | | $ | 1,820,056 | | |
| | | 2017 | | | | | | 525,728 | | | | | | 1,241,600 | | | | | | 286,159 | | | | | | 16,755(6) | | | | | | 2,070,242 | | | |||
| | | 2016 | | | | | | 484,922 | | | | | | 1,057,500 | | | | | | 425,885 | | | | | | 16,723(6) | | | | | | 1,985,030 | | | |||
|
Scott Tracey
President — Health, Hygiene and Specialties Division |
| | | | 2018 | | | | | $ | 569,000 | | | | | $ | 713,600 | | | | | $ | 81,608 | | | | | $ | 26,423(6) | | | | | $ | 1,390,631 | | |
| | | 2017 | | | | | | 541,893 | | | | | | 776,000 | | | | | | 294,749 | | | | | | 16,813(6) | | | | | | 1,629,455 | | | |||
| | | 2016 | | | | | | 486,091 | | | | | | 799,500 | | | | | | 695,131(5) | | | | | | * | | | | | | 1,986,297 | | | |||
|
Jean-Marc Galvez(4)
President — Consumer Packaging Division |
| | | | 2018 | | | | | $ | 517,288 | | | | | $ | 713,600 | | | | | $ | 76,369 | | | | | $ | 138,978(7) | | | | | $ | 1,446,235 | | |
| | | 2017 | | | | | | 520,839 | | | | | | 776,000 | | | | | | 267,709 | | | | | | 248,928(8) | | | | | | 1,813,476 | | | |||
|
Curt L. Begle
President — Engineered Materials Division |
| | | | 2018 | | | | | $ | 511,539 | | | | | $ | 892,000 | | | | | $ | 73,125 | | | | | $ | 23,073(6) | | | | | $ | 1,499,737 | | |
| | | 2017 | | | | | | 483,291 | | | | | | 931,200 | | | | | | 257,544 | | | | | | 19,216(6) | | | | | | 1,691,251 | | | |||
| | | 2016 | | | | | | 447,113 | | | | | | 592,200 | | | | | | 392,489 | | | | | | 16,672(6) | | | | | | 1,448,474 | | |
| | | | | | |
Stock Options(1)
|
| |
Executive Bonus Plan(2)
|
| ||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities (#) |
| |
Exercise
Price ($/Sh) |
| |
Grant Date
Fair Value ($) |
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards ($) |
| ||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||
| Thomas E. Salmon | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
2/9/2018
|
| | | | 200,000 | | | | | $ | 54.33 | | | | | $ | 3,568,000 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
12/13/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 208,050 | | | | | $ | 950,000 | | | | | $ | 1,900,000 | | |
| Mark W. Miles | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
2/9/2018
|
| | | | 65,000 | | | | | $ | 54.33 | | | | | $ | 1,159,600 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
12/13/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 78,293 | | | | | $ | 357,500 | | | | | $ | 715,000 | | |
| Scott M. Tracey | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
2/9/2018
|
| | | | 40,000 | | | | | $ | 54.33 | | | | | $ | 713,600 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
12/13/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 79,431 | | | | | $ | 362,700 | | | | | $ | 725,400 | | |
| Curt L. Begle | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
2/9/2018
|
| | | | 50,000 | | | | | $ | 54.33 | | | | | $ | 892,000 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
12/13/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 71,175 | | | | | $ | 325,000 | | | | | $ | 650,000 | | |
| Jean-Marc Galvez | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
2/9/2018
|
| | | | 40,000 | | | | | $ | 54.33 | | | | | $ | 713,600 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
12/13/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 74,332 | | | | | $ | 339,417 | | | | | $ | 678,834 | | |
|
Name
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable(7) |
| |
Option Exercise Price
($/sh) |
| |
Option Expiration
Date |
| ||||||||||||
|
Thomas E. Salmon
|
| | | | 60,000 | | | | | | — | | | | | | 16.00 | | | | | | 10/3/22 | | |
| | | 75,000 | | | | | | 20,000(1) | | | | | | 21.00 | | | | | | 11/26/23 | | | |||
| | | 60,000 | | | | | | 40,000(2) | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 28,000 | | | | | | 42,000(3) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 50,000 | | | | | | 200,000(4) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | — | | | | | | 200,000(6) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
|
Mark W. Miles
|
| | | | 45,000 | | | | | | — | | | | | | 16.00 | | | | | | 10/3/22 | | |
| | | 128,000 | | | | | | 32,000(1) | | | | | | 21.00 | | | | | | 11/26/23 | | | |||
| | | 96,000 | | | | | | 64,000(2) | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 50,000 | | | | | | 75,000(3) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 16,000 | | | | | | 64,000(4) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | — | | | | | | 65,000(6) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
|
Scott M. Tracey
|
| | | | 30,000 | | | | | | 45,000(5) | | | | | | 36.36 | | | | | | 11/30/25 | | |
| | | 10,000 | | | | | | 40,000(4) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | — | | | | | | 40,000(6) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
|
Curt L. Begle
|
| | | | 20,000 | | | | | | — | | | | | | 16.00 | | | | | | 10/3/22 | | |
| | | 18,000 | | | | | | 18,000(1) | | | | | | 21.00 | | | | | | 11/26/23 | | | |||
| | | 18,000 | | | | | | 36,000(2) | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 28,000 | | | | | | 42,000(3) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 12,000 | | | | | | 48,000(4) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | — | | | | | | 50,000(6) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
|
Jean-Marc Galvez
|
| | | | 16,000 | | | | | | 24,000(5) | | | | | | 36.36 | | | | | | 11/30/25 | | |
| | | 10,000 | | | | | | 40,000(4) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | — | | | | | | 40,000(6) | | | | | | 54.33 | | | | | | 2/9/28 | | |
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($)(1) |
| ||||||
| Thomas E. Salmon | | | | | — | | | | | | — | | |
| Mark W. Miles | | | | | — | | | | | | — | | |
| Scott M. Tracey | | | | | — | | | | | | — | | |
| Curt L. Begle | | | | | 36,000 | | | | | $ | 1,125,569 | | |
| Jean-Marc Galvez | | | | | — | | | | | | — | | |
|
Named Executive
|
| |
Event
|
| |
Cash Severance
Payment (Salary, Bonus $) |
| |
Continuation of
Medical/Welfare benefits (Present Value $) |
| |
Acceleration of
Options ($)(1) |
| |||||||||
|
Thomas E. Salmon
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,123,000 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 2,123,000 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 1,500,000 | | | | | $ | — | | | | | $ | 937,367 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 3,000,000 | | | | | $ | 29,000 | | | | | $ | 2,123,000 | | |
|
Mark W. Miles
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 3,543,440 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 3,543,440 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 570,000 | | | | | $ | — | | | | | $ | 1,528,300 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,410,750 | | | | | $ | 29,000 | | | | | $ | 3,543,440 | | |
|
Scott M. Tracey
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 541,350 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 541,350 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 558,000 | | | | | $ | — | | | | | $ | 150,375 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,381,050 | | | | | $ | 29,000 | | | | | $ | 541,350 | | |
|
Named Executive
|
| |
Event
|
| |
Cash Severance
Payment (Salary, Bonus $) |
| |
Continuation of
Medical/Welfare benefits (Present Value $) |
| |
Acceleration of
Options ($)(1) |
| |||||||||
|
Curt L. Begle
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,989,660 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 1,989,660 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 525,000 | | | | | $ | — | | | | | $ | 858,983 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,299,375 | | | | | $ | 25,000 | | | | | $ | 1,989,660 | | |
|
Jean-Marc Galvez
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,005,300 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 1,005,300 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 1,164,268 | | | | | $ | — | | | | | $ | 80,200 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,164,268 | | | | | $ | 4,700 | | | | | $ | 288,720 | | |
|
Plan category
|
| |
Number of securities to be
issued upon exercise of outstanding options, warrants and rights |
| |
Weighted average exercise
price of outstanding options, warrants and rights |
| |
Number of securities remaining
available for future issuance under equity compensation plan (excluding securities referenced in column (a)) |
| |||||||||
| | | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | 10,420,139(1) | | | | | $ | 33.17 | | | | | | 6,421,950(3) | | |
|
Equity compensation plans not approved by security holders(2)
|
| | | | 323,409 | | | | | $ | 7.77 | | | | | | — | | |
| Total | | | | | 10,743,548 | | | | | $ | 32.40 | | | | | | 6,421,950 | | |
|
Fee type
|
| |
2018
|
| |
2017
|
| ||||||
| Audit Fees(1) | | | | $ | 5.8 | | | | | $ | 6.5 | | |
| Audit-Related Fees(2) | | | | | 0.1 | | | | | | 0.1 | | |
| Tax Fees(3) | | | | | 0.2 | | | | | | 0.1 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 6.1 | | | | | $ | 6.7 | | |