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| Richard H. Brown Chairman of the Board |
| | Mark P. Vergnano President & Chief Executive Officer |
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Meeting Information
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Summary of Matters to be Voted Upon
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Time and Date:
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Voting Matter
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Board Vote
Recommendation |
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See
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Management Proposals
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10:00 a.m.
(Eastern time) on Wednesday, April 26, 2017 Place:
Caesar Rodney
Ballroom at The Westin Hotel, 818 Shipyard Drive, Wilmington, DE 19801 |
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Proposal 1 — Election of Directors
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FOR EACH NOMINEE
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1
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| Proposal 2 — Advisory Vote on Executive Compensation | | |
FOR
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41
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| Proposal 3 — Ratification of Accounting Firm | | |
FOR
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42
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| Proposal 4 — Approval of Equity and Incentive Plan | | |
FOR
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45
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Proposal 5 — Approval of Employee Stock Purchase Plan
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FOR
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53
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Stockholder Proposal
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| Proposal 6 — Report on Executive Compensation | | |
AGAINST
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58
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Since 2014, Mr. Anastasio has served as Chairman of GasLog Partners LP, a global owner, operator, and manager of liquefied natural gas carriers. Mr. Anastasio has also served as a director of Par Pacific Holdings, Inc. (formerly, Par Petroleum Corporation), a diversified energy company, since 2014. He served as President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (formerly Valero L.P.) from 2001 to 2013. He also served as President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (formerly Valero GP Holdings, LLC) from 2006 to 2013. Mr. Anastasio has served on the board of the Federal Reserve Bank of Dallas since 2014.
Skills and Qualifications
Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Pacific Holdings, Inc. He also has valuable experience in marketing, business development and logistics.
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Curtis V. Anastasio Director since 2015 Age 60 |
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Mr. Bell has served on the board of directors of Momentive Performance Materials Inc., a global manufacturer of silicones, quartz, and ceramics, since October 2014, where he has been Non-Executive Chair since December 2014. Effective with its initial public offering in July 2015, he served on the board of Hennessy Capital Acquisition Corp. II (“HCAC II”), a company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. In February 2017, HCAC II merged with Daseke, Inc., a specialized flatbed transportation company. At that time, HCAC II changed its name to Daseke, Inc., and Mr. Bell resigned from the board. From January 2014 to February 2015, he served as a director of Hennessy Capital Acquisition Corp. (a separate entity from HCAC II) which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation. Mr. Bell also served on the board of directors of Compass Minerals International, Inc., a leading producer of salt and specialty nutrients, from 2003 to 2015. From 2001 to 2015, Mr. Bell served on the board of IDEX Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products. He formerly served as Executive Vice President and Chief Financial Officer of Nalco Holding Company, a global leader in water treatment and process chemical services, from 2003 to 2010. Prior to joining Nalco Holding Company, he served as Senior Vice President and Chief Financial Officer of Rohm and Haas Company from 1997 to 2003.
Skills and Qualifications
Through his over 35 years of executive experience in the technology, manufacturing and chemicals industries, Mr. Bell has developed financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. His experience includes over 12 years of experience as a chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. Mr. Bell has over 20 years of experience as a director of multiple public companies, which allows him to bring the Board substantial knowledge of corporate governance, shareholder relations, risk management and succession planning.
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Bradley J. Bell Director since 2015 Age 64 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Brown has served as Chairman of the Board since the Company’s Separation from DuPont. He currently serves as Chair of Browz, LLC, a global leader of contractor pre-qualification and compliance solutions since 2005. Formerly, Mr. Brown served as Chair and Chief Executive Officer of Electronic Data Systems (EDS) from 1999 to 2003. Prior to joining EDS, Mr. Brown served as Chief Executive Officer of Cable & Wireless PLC from 1996 to 1999, H&R Block Inc. from 1995 to 1996 and Illinois Bell Telephone Company from 1990 to 1995. He is a Trustee Emeritus of the Ohio University Foundation. He previously served on the boards of E. I. du Pont de Nemours and Company from 2001 to 2015, The Home Depot, Inc. from 2000 to 2006, Vivendi Universal from 2000 to 2002, and Seagram Co Ltd. from 1997 to 2000. Mr. Brown also served as a member of the Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee.
Skills and Qualifications
From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
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Richard H. Brown Director since 2015 Age 69 |
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Ms. Cranston is a retired Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman, LLP, an international law firm. Prior to her retirement in 2012, Ms. Cranston served as Senior Partner and Chair Emeritus from 2007 to 2011 and Chair and Chief Executive Officer from 1999 to 2006. Ms. Cranston has served on the board of Visa, Inc. since 2007 and MyoKardia, Inc. since 2016. Ms. Cranston previously served on the following boards of directors: GrafTech International Ltd (2000 to 2014), International Rectifier Corporation (2008 to 2015), Juniper Networks, Inc. (2007 to 2015), and Exponent, Inc. (2010 to 2014).
Skills and Qualifications
Ms. Cranston brings leadership experience and expertise in financial matters, risk management, legal matters and corporate governance. She has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the chief executive officer of Pillsbury. Ms. Cranston also has experience in the areas of trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board memberships, she has dealt with cybersecurity issues, stockholder activism and board engagement with stockholders.
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Mary B. Cranston Director since 2015 Age 69 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Dr. Crawford has served as President and Chief Executive Officer of XCEO, Inc., a consulting firm specializing in leadership and corporate governance, since 2003. Prior to founding XCEO Inc. in 2003, he served as President and Chief Executive Officer of Onix Microsystems and Zilog Inc. Dr. Crawford has served on the boards of Xylem Inc. since 2011 and ON Semiconductor since 1999, and is the author of three books on leadership and corporate governance. He previously served on the board of E. I. du Pont de Nemours and Company from 1998 to 2015, and on the boards of ITT Corp., Agilysys, Lyondell Petrochemical, The Sisters of Mercy Health Corporation and DePaul University. In 2011, Dr. Crawford was awarded the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD) for his contribution to corporate governance and for having made a meaningful impact in the boardroom.
Skills and Qualifications
Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
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Curtis J. Crawford Director since 2015 Age 69 |
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Since 2012, Ms. Farrell has served as President and Chief Executive Officer of TransAlta Corporation, an electricity power generator and wholesale marketing company. Prior to becoming President and Chief Executive Officer of TransAlta, Ms. Farrell held a variety of increasingly responsible leadership positions, including Chief Operating Officer from 2009 to 2011, and Executive Vice President of Commercial Operations and Development from 2007 to 2009. Prior to rejoining TransAlta in 2007, she served as the Executive Vice President of Generation for BC Hydro from 2003 to 2006. Ms. Farrell currently serves on the boards of TransAlta Corporation, The Conference Board of Canada and the Business Council of Canada. She is also a member of the Trilateral Commission and a member of The Canada-U.S. Council for Advancement of Women Entrepreneurs and Business Leaders.
Skills and Qualifications
From her role as both chief executive officer and board member of a public company, Ms. Farrell gives the Board important insight in the areas of leadership, global business management and operations, shareholder relations, risk management and financial matters. Ms. Farrell has substantial experience handling large acquisitions, implementing environmental health and safety programs and negotiating major regulatory deals.
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Dawn L. Farrell Director since 2015 Age 57 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Newlin has served as President and Chief Executive Officer of Univar Inc., a leading global distributor of chemicals, supplying products and services, since May 2016. In November 2016, he was appointed Chairman of the Board of Directors for Univar. He previously served as the Chairman, President and Chief Executive Officer of PolyOne Corporation from 2006 to 2014, and was Executive Chairman of the Board until 2016. Prior to joining PolyOne, Mr. Newlin served as President Industrial Sector of Ecolab Inc. from 2003 to 2006. He also served as President and Director of Nalco Chemical Company from 1998 to 2001, and was Vice Chairman, President, and Chief Operating Officer from 2000 to 2001. He currently serves on the board of directors of Univar Inc. since 2014 and of Oshkosh Corporation since 2013. Mr. Newlin served on the boards of the Black Hills Corporation from 2004 to 2015, and The Valspar Corporation from 2007 to 2012.
Skills and Qualifications
Mr. Newlin has substantial executive leadership experience in global business management and operations, including 38 years of experience in the chemicals industry. Through his roles as chief executive officer, an executive officer and board member of several public companies, he brings to the Board a wealth of experience and knowledge in the chemicals industry, executive leadership, corporate governance, compensation and succession planning, issues involving technological innovation, risk management and financial matters. Mr. Newlin also has significant experience with investor relations, environmental health and safety, mergers and acquisitions and capital markets transactions.
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Stephen D. Newlin Director since 2015 Age 64 |
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Mr. Vergnano has served as the Company’s President and Chief Executive Officer since July 1, 2015. Prior to joining Chemours, he held roles of increasing responsibility at E.I. du Pont de Nemours and Company. In October 2009, Mr. Vergnano was appointed Executive Vice President of DuPont and was responsible for multiple businesses and functions, including the businesses in the Chemours segment: DuPont Chemicals & Fluoroproducts and Titanium Technologies. In June 2006, he was named Group Vice President of DuPont Safety & Protection. In October 2005, he was named Vice President and General Manager — Surfaces and Building Innovations. In February 2003, he was named Vice President and General Manager — Nonwovens. Prior to that, he had several assignments in manufacturing, technology, marketing, sales and business strategy. Mr. Vergnano joined DuPont in 1980 as a process engineer. Mr. Vergnano has served on the board of directors of the National Safety Council since 2007, the American Chemistry Council since 2015, and Johnson Controls International plc since 2016. He previously served on the board of directors of Johnson Controls, Inc. from 2011 to 2016.
Skills and Qualifications
Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
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Mark P. Vergnano Director since 2015 Age 59 |
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Audit Committee
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Compensation Committee
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| | Nominating and Corporate Governance Committee |
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Curtis V. Anastasio | | |
X
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X
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Bradley J. Bell | | |
C
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X
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Mary B. Cranston | | |
X
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X
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Dr. Curtis J. Crawford
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X
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C
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Dawn L. Farrell | | | | | |
X
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X
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Stephen D. Newlin | | | | | |
C
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X
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2016 Meetings | | |
8
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5
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4
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X = Member
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C = Chair
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Fiscal Year 2016 Director Retainers
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Annual Retainer(1) | | | | $ | 90,000 | | |
Annual Equity Award(2) | | | | $ | 110,000 | | |
Non-Executive Chairman Retainer(1) | | | | $ | 110,000 | | |
Audit Committee Chair Retainer(1) | | | | $ | 20,000 | | |
Compensation Committee Chair Retainer(1) | | | | $ | 15,000 | | |
Nominating and Corporate Governance Committee Chair Retainer(1) | | | | $ | 10,000 | | |
Director(1)
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| | Fees Earned or Paid in Cash ($)(2) |
| | Stock Awards ($)(3) |
| | Total ($) |
| |||||||||
Curtis V. Anastasio | | | | | 90,000 | | | | | | 110,000 | | | | | | 200,000 | | |
Bradley J. Bell | | | | | 110,000 | | | | | | 110,000 | | | | | | 220,000 | | |
Richard H. Brown | | | | | 200,000 | | | | | | 110,000 | | | | | | 310,000 | | |
Mary B. Cranston | | | | | 90,000 | | | | | | 110,000 | | | | | | 200,000 | | |
Curtis J. Crawford | | | | | 100,000 | | | | | | 110,000 | | | | | | 210,000 | | |
Dawn Farrell | | | | | 90,000 | | | | | | 110,000 | | | | | | 200,000 | | |
Stephen D. Newlin | | | | | 105,000 | | | | | | 110,000 | | | | | | 215,000 | | |
Name
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| | Aggregate Stock Awards Outstanding as of December 31, 2016 |
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Curtis V. Anastasio | | | | | 21,893 | | |
Bradley J. Bell | | | | | 21,893 | | |
Richard H. Brown | | | | | 53,979 | | |
Mary B. Cranston | | | | | 21,893 | | |
Curtis J. Crawford | | | | | 53,979 | | |
Dawn Farrell | | | | | 21,893 | | |
Stephen D. Newlin | | | | | 21,893 | | |
Name of beneficial owner
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Direct(1)
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Indirect(2)
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| | Right to acquire(3) |
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Total
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| | Percent of class |
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Mark P. Vergnano | | | | | 134,215 | | | | | | 104,100 | | | | | | 887,697 | | | | | | 1,126,012 | | | | | | * | | |
Mark E. Newman | | | | | 58,142 | | | | | | 2,800 | | | | | | 127,146 | | | | | | 188,088 | | | | | | * | | |
Paul Kirsch | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
E. Bryan Snell | | | | | 31,121 | | | | | | 0 | | | | | | 102,396 | | | | | | 133,517 | | | | | | * | | |
Christian W. Siemer | | | | | 27,018 | | | | | | 0 | | | | | | 124,165 | | | | | | 151,183 | | | | | | * | | |
Curtis V. Anastasio | | | | | 0 | | | | | | 0 | | | | | | 21,893 | | | | | | 21,893 | | | | | | * | | |
Bradley J. Bell | | | | | 0 | | | | | | 10,400 | | | | | | 21,893 | | | | | | 32,293 | | | | | | * | | |
Richard H. Brown | | | | | 0 | | | | | | 0 | | | | | | 71,067 | | | | | | 71,067 | | | | | | * | | |
Mary B. Cranston | | | | | 0 | | | | | | 0 | | | | | | 21,893 | | | | | | 21,893 | | | | | | * | | |
Curtis J. Crawford | | | | | 30 | | | | | | 47 | | | | | | 67,315 | | | | | | 67,392 | | | | | | * | | |
Dawn L. Farrell | | | | | 0 | | | | | | 0 | | | | | | 21,893 | | | | | | 21,893 | | | | | | * | | |
Stephen D. Newlin | | | | | 17,000 | | | | | | 0 | | | | | | 21,893 | | | | | | 38,893 | | | | | | * | | |
Directors and executive officers as a group
(15 persons) |
| | | | 316,047 | | | | | | 117,839 | | | | | | 1,670,577 | | | | | | 2,104,463 | | | | | | 1.14% | | |
Name and Address of Beneficial Owner
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| | Number of Shares Beneficially Owned |
| |
Percent of Class(4)
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Blackrock, Inc.(1)
55 East 52nd Street New York, NY 10055 |
| | | | 20,841,603 | | | | | | 11.33% | | |
The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 18,557,373 | | | | | | 10.09% | | |
FMR LLC(3)
245 Summer Street Boston, MA 02210 |
| | | | 10,926,830 | | | | | | 5.94% | | |
Name
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Position
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Mark Vergnano | | | President and Chief Executive Officer | |
Mark Newman | | | Senior Vice President and Chief Financial Officer | |
Paul Kirsch(1) | | | President, Fluoroproducts | |
Bryan Snell | | | President, Titanium Technologies | |
Chris Siemer | | | President, Chemical Solutions | |
Thierry Vanlancker(2) | | | Former President, Fluoroproducts | |
Key Compensation Measures
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FY2016 Target (millions)
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FY2016 Results (millions)
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Adjusted EBITDA | | | | $ | 645 | | | | | $ | 869 | | |
Free Cash Flow | | | | $ | 50 | | | | | $ | 254 | | |
Total Controllable Fixed Cost Reductions | | | | $ | 250 | | | | | $ | 200 | | |
What Chemours Does
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What Chemours Doesn’t Do
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Pay-for-performance
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Provide income tax gross-ups, other than for international assignment-related and relocation
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Deliver total direct compensation predominantly through variable pay
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Re-price underwater stock options
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Set challenging short- and long-term incentive award goals
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Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading
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Target pay and benefits to market competitive levels
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Maintain robust stock ownership requirements
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Maintain a clawback policy for incentive based compensation
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Maintain anti-hedging and anti-pledging policies with respect to Company stock
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Annually review the makeup of the comparator peer group and make adjustments as appropriate
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Undertake an annual review of compensation risk
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Element
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Purpose and Key Features
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Base Salary | | | ➢ Provides a stable source of income and is a standard element in executive compensation packages ➢ Compensates for expected day-to-day contribution ➢ Market competitive in order to attract and retain qualified executives ➢ Delivered in cash |
|
Annual Incentive Plan (“AIP”) | | |
➢
Short-term at-risk compensation
➢
Encourages focus on the achievement of annual business goals
➢
Target incentive opportunity is set as a percentage of base salary and awards are earned only after a threshold level of performance is achieved
➢
Maximum payout is capped at 200% of target
➢
Delivered in cash
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Long-Term Incentive Plan (“LTIP”)
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| | ➢ Long-term at-risk compensation ➢ Aligns executives with the long-term interests of stockholders ➢ Recognizes executive’s recent performance and potential future contributions ➢ Provides a total compensation opportunity with payouts varying based on operating and stock price performance ➢ Delivered in stock |
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| Compensation Committee | | | ➢ Establishes executive compensation philosophy ➢ Approves incentive compensation programs and target performance expectations for short-term and long-term incentive programs ➢ Approves all compensation actions for the executive officers, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards ➢ Approves and recommends to the full Board compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards |
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| All Independent Board Members | | |
➢
Assess performance of the CEO
➢
Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
|
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| Chief Executive Officer | | | ➢ Provides compensation recommendations for the NEOs (other than the CEO) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, review, analysis and final approval of compensation actions is made solely by the Compensation Committee. ➢ Recommendations are based on the CEO’s personal review of the NEOs’ performance, job responsibilities and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy ➢ In preparing compensation recommendations for the NEOs, the CEO and the SVP of Human Resources compare each key element of compensation provided to the NEOs to market data and consider the total compensation package ➢ In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations |
|
| Independent Consultant to the Compensation Committee | | |
➢
Provides independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends
➢
Participates in meetings as requested and communicates with the Chair of the Compensation Committee between meetings
➢
Provides assistance with the review and design of the Company’s incentive compensation programs
➢
Evaluates executive compensation policies and guidelines
➢
Reports directly to the Compensation Committee
|
|
| Air Products & Chemicals, Inc. Albemarle Corporation Ashland Inc. Axiall Corporation Celanese Corporation |
| | Chemtura Corporation Eastman Chemical Company Huntsman Corporation The Mosaic Company Polyone Corporation |
| | PPG Industries, Inc. RPM International Inc. The Sherwin-Williams Company Valspar Corporation W. R. Grace & Company |
|
NEO
|
| | Base Salary ($) (as of December 31, 2015) |
| | Base Salary ($) (as of December 31, 2016) |
|
Mark Vergnano | | | $900,000 | | | $900,000 | |
Mark Newman | | | $574,000 | | | $574,000 | |
Paul Kirsch | | | N/A(1) | | | $550,000 | |
Bryan Snell | | | $400,000 | | | $400,000 | |
Chris Siemer | | | $325,000 | | | $325,000 | |
Thierry Vanlancker | | | $568,230(2) | | | N/A(3) | |
Measure
|
| |
Weighting
|
| |
Rationale for Inclusion
|
|
Adjusted EBITDA | | | 40% | | | ➢ Promotes focus on earnings improvement |
|
Free Cash Flow | | | 40% | | |
➢
Emphasizes cash generation in support of debt servicing and return of cash to stockholders
|
|
Total Controllable Fixed Cost Reductions | | | 20% | | | ➢ Encourages reduction in fixed costs beyond that which is required to achieve Adjusted EBITDA performance target ➢ Added for 2016 to drive focus to the delivery of transformation plan objectives |
|
Metric
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Threshold(1)
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Target
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Maximum(2)
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| | Results (as adjusted) |
| ||||||||||||
1.
Adjusted EBITDA
|
| | | $ | 581 | | | | | $ | 645 | | | | | $ | 742 | | | | | $ | 869 | | |
2.
Free Cash Flow
|
| | | $ | 0 | | | | | $ | 50 | | | | | $ | 125 | | | | | $ | 254 | | |
3.
Fixed Cost Reduction
|
| | | $ | 200 | | | | | $ | 250 | | | | | $ | 300 | | | | | $ | 200 | | |
NEO
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| | Annual Incentive Target (as % of Base Salary) |
| | Annual Incentive Target ($) |
| | Annual Incentive Actual ($) |
| |||||||||
Mark Vergnano | | | | | 130% | | | | | $ | 1,170,000 | | | | | $ | 1,989,000 | | |
Mark Newman | | | | | 80% | | | | | $ | 459,200 | | | | | $ | 780,640 | | |
Paul Kirsch(1) | | | | | 75% | | | | | $ | 412,500 | | | | | $ | 701,250 | | |
Bryan Snell | | | | | 75% | | | | | $ | 300,000 | | | | | $ | 510,000 | | |
Chris Siemer | | | | | 60% | | | | | $ | 195,000 | | | | | $ | 331,500 | | |
Thierry Vanlancker(2) | | | | | 60% | | | | | $ | 191,874 | | | | | $ | 326,186 | | |
Measure
|
| |
Weighting
|
| |
Rationale for Inclusion
|
|
Adjusted EBITDA | | | 50% | | | ➢ In the LTI Program this measure continues to reinforce the importance of earnings improvement over the mid and long-term |
|
Pre-tax Return on Invested Capital (“ROIC”) | | | 50% | | |
➢
Critical to Chemours’ ability to invest and manage assets that deliver the greatest return
|
|
Relative “TSR” | | | Modifier | | | ➢ Links executives to stockholders |
|
Adjusted EBITDA
|
| |
Pre-Tax ROIC
|
| ||||||||||||
Period
|
| |
Weighting
|
| |
Period
|
| |
Weighting
|
| ||||||
2016 | | | | | 12.5% | | | | 2016 | | | | | 12.5% | | |
2017 | | | | | 12.5% | | | | 2017 | | | | | 12.5% | | |
2018 | | | | | 12.5% | | | | 2018 | | | | | 12.5% | | |
Cumulative FY2016 – FY2018
|
| | | | 12.5% | | | |
Average FY2016 – FY2018
|
| | | | 12.5% | | |
Total for Adjusted EBITDA | | | | | 50% | | | | Total for Pre-tax ROIC | | | | | 50% | | |
| Air Products & Chemicals, Inc. Albemarle Corporation Ashland Inc. Axiall Corporation* Celanese Corporation Chemtura Corporation |
| | Eastman Chemical Company Huntsman Corporation Kronos Worldwide, Inc. The Mosaic Company Polyone Corporation PPG Industries, Inc. |
| | RPM International Inc. The Sherwin-Williams Company Tronox, Ltd. Valspar Corporation* W. R. Grace & Company |
| | | |
Relative TSR
|
| |
<25th percentile
|
| |
25th to 75th percentile
|
| |
>75th percentile
|
| |||||||||
Applied Modifier | | | | | 0.75 | | | | | | 1.00 | | | | | | 1.25 | | |
Multiple of Salary
|
| |
2016 Target
|
| |||
CEO | | | | | 5.0x | | |
Other NEOs | | | | | 3.0x | | |
Name and Principal Position |
| |
Year
|
| | Salary ($) |
| | Bonus ($)(1) |
| | Stock Awards ($)(2)(3) |
| | Option Awards ($)(4) |
| | Nonequity Incentive Plan Compensation ($)(5) |
| | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) |
| | All Other Compensation ($)(7) |
| | Total ($) |
| |||||||||||||||||||||||||||
Mark Vergnano,
President and Chief Executive Officer |
| | | | 2016 | | | | | | 900,000 | | | | | | — | | | | | | 1,895,099 | | | | | | 1,713,424 | | | | | | 1,989,000 | | | | | | 69,279 | | | | | | 108,790 | | | | | | 6,675,592 | | |
| | | 2015 | | | | | | 809,402 | | | | | | — | | | | | | 1,575,035 | | | | | | 1,625,002 | | | | | | 516,960 | | | | | | 207,235 | | | | | | 111,180 | | | | | | 4,844,814 | | | ||
| | | 2014 | | | | | | 716,667 | | | | | | — | | | | | | 1,727,967 | | | | | | 525,011 | | | | | | 376,000 | | | | | | 714,436 | | | | | | 112,200 | | | | | | 4,172,281 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mark Newman,
Senior Vice President and Chief Financial Officer |
| | | | 2016 | | | | | | 574,000 | | | | | | — | | | | | | 578,658 | | | | | | 523,180 | | | | | | 780,640 | | | | | | N/A | | | | | | 24,729 | | | | | | 2,481,207 | | |
| | | 2015 | | | | | | 567,006 | | | | | | — | | | | | | 912,519 | | | | | | 937,502 | | | | | | 254,464 | | | | | | N/A | | | | | | 449,000 | | | | | | 3,120,491 | | | ||
| | | 2014 | | | | | | 81,667 | | | | | | 500,000 | | | | | | 1,500,039 | | | | | | — | | | | | | N/A | | | | | | N/A | | | | | | 30,611 | | | | | | 2,112,317 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul Kirsch, President, Fluoroproducts |
| | | | 2016 | | | | | | 320,833 | | | | | | 650,000 | | | | | | 969,558 | | | | | | 240,000 | | | | | | 701,250 | | | | | | N/A | | | | | | 53,668 | | | | | | 2,935,309 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bryan Snell,
President, Titanium Technologies |
| | | | 2016 | | | | | | 400,000 | | | | | | — | | | | | | 385,776 | | | | | | 348,787 | | | | | | 510,000 | | | | | | 12,696 | | | | | | 243,386 | | | | | | 1,900,645 | | |
| | | 2015 | | | | | | 347,973 | | | | | | — | | | | | | 510,029 | | | | | | 110,002 | | | | | | 119,685 | | | | | | — | | | | | | 301,256 | | | | | | 1,388,945 | | | ||
| | | 2014 | | | | | | 295,323 | | | | | | — | | | | | | 97,059 | | | | | | 97,005 | | | | | | 94,463 | | | | | | 219,336 | | | | | | 487,871 | | | | | | 1,291,057 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chris Siemer, President, Chemical Solutions |
| | | | 2016 | | | | | | 325,000 | | | | | | — | | | | | | 717,009 | | | | | | 196,191 | | | | | | 331,500 | | | | | | N/A | | | | | | 20,417 | | | | | | 1,590,117 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thierry Vanlancker,
President, Fluoroproducts(8) |
| | | | 2016 | | | | | | 319,790 | | | | | | — | | | | | | 169,062 | | | | | | 152,847 | | | | | | 326,186 | | | | | | N/A | | | | | | 1,101,542 | | | | | | 2,069,427 | | |
| | | 2015 | | | | | | 564,511 | | | | | | — | | | | | | 287,541 | | | | | | 262,512 | | | | | | 189,640 | | | | | | 405,980 | | | | | | 57,423 | | | | | | 1,767,607 | | | ||
| | | 2014 | | | | | | 560,098 | | | | | | — | | | | | | 288,074 | | | | | | 87,511 | | | | | | — | | | | | | — | | | | | | — | | | | | | 935,683 | | |
Name
|
| | Company Contributions to Qualified Defined Contribution Plan |
| | Company Contributions to Nonqualified Defined Contribution Plan |
| | Financial Planning/ Income Tax Preparation |
| |
Relocation
|
| |
Tax Gross-up
|
| | Amounts Paid in Connection with Termination |
| ||||||||||||||||||
Mark Vergnano | | | | | 20,800 | | | | | | 80,637 | | | | | | 7,353 | | | | | | | | | | | | | | | | | | | | |
Mark Newman | | | | | 17,335 | | | | | | | | | | | | 3,370 | | | | | | 2,097 | | | | | | 1,927 | | | | | | | | |
Paul Kirsch | | | | | 7,650 | | | | | | | | | | | | | | | | | | 23,985 | | | | | | 22,033 | | | | | | | | |
Bryan Snell | | | | | 18,320 | | | | | | 17,828 | | | | | | | | | | | | 110,548 | | | | | | 96,690 | | | | | | | | |
Chris Siemer | | | | | 16,713 | | | | | | | | | | | | 3,704 | | | | | | | | | | | | | | | | | | | | |
Thierry Vanlancker | | | | | 82,442 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,019,100 | | |
| | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Nonequity Incentive Plan Awards |
| | Estimated Future Payouts Under Equity Incentive Plan Awards |
| |
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 ($) |
| |
Grant Date
Fair Value of Stock and Option Awards ($) |
| | ||||||||||||||||||||||||||||||||||||||||||||
Name
|
| | Grant Date |
| | Action Date |
| |
Description
|
| | Threshold ($) |
| | Target ($) |
| | Maximum ($) |
| | Threshold (#) |
| | Target (#) |
| | Maximum (#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark Vergnano
|
| | | | | | | | | | | | | |
2016 AIP
|
| | | | 585,000 | | | | | | 1,170,000 | | | | | | 2,340,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 543,944 | | | | | $ | 5.40 | | | | | $ | 1,713,424 | | | | ||||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 155,336 | | | | | | 310,672 | | | | | | 621,344 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,895,099(1) | | | | ||||
Mark Newman
|
| | | | | | | | | | | | | |
2016 AIP
|
| | | | 229,600 | | | | | | 459,200 | | | | | | 918,400 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 166,089 | | | | | $ | 5.40 | | | | | $ | 523,180 | | | | ||||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 47,431 | | | | | | 94,862 | | | | | | 189,724 | | | | | | | | | | | | | | | | | | | | | | | $ | 578,658(1) | | | | ||||
Paul Kirsch
|
| | | | | | | | | | | | | |
2016 AIP
|
| | | | 206,250 | | | | | | 412,500 | | | | | | 825,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2016 | | | | | | 4/26/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,308 | | | | | $ | 8.80 | | | | | $ | 240,000 | | | | ||||
| | | 6/1/2016 | | | | | | 4/26/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 20,455 | | | | | | 40,910 | | | | | | 81,820 | | | | | | | | | | | | | | | | | | | | | | | $ | 249,551(1) | | | | ||||
| | | 6/22/2016 | | | | | | 4/26/2016 | | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 81,819 | | | | | | | | | | | | | | | | | $ | 720,007 | | | | ||||
Bryan Snell
|
| | | | | | | | | | | | | |
2016 AIP
|
| | | | 150,000 | | | | | | 300,000 | | | | | | 600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 110,726 | | | | | $ | 5.40 | | | | | $ | 348,787 | | | | ||||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 31,621 | | | | | | 63,242 | | | | | | 126,484 | | | | | | | | | | | | | | | | | | | | | | | $ | 385,776(1) | | | | ||||
Chris Siemer
|
| | | | | | | | | | | | | |
2016 AIP
|
| | | | 97,500 | | | | | | 195,000 | | | | | | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62,283 | | | | | $ | 5.40 | | | | | $ | 196,191 | | | | ||||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 17,787 | | | | | | 35,574 | | | | | | 71,148 | | | | | | | | | | | | | | | | | | | | | | | $ | 217,001(1) | | | | ||||
| | | 8/2/2016 | | | | | | 8/2/2016 | | | |
RSU
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 56,562 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 500,008(2) | | | | ||||
Thierry Vanlancker
|
| | | | | | | | | | | | | |
2016 AIP(3)
|
| | | | 164,463 | | | | | | 328,927 | | | | | | 657,854 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 48,523 | | | | | $ | 5.40 | | | | | $ | 152,847 | | | | ||||
| | | 3/1/2016 | | | | | | 2/23/2016 | | | |
PSU
|
| | | | | | | | | | | | | | | | | | | | | | 13,857 | | | | | | 27,715 | | | | | | 55,430 | | | | | | | | | | | | | | | | | | | | | | | $ | 169,062(1) | | | |
| | | | | | | | | Number of Securities Underlying Unexercised Options(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | Shares or Units of Stock that Have Not Vested(2) |
| | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights that Have Not Vested(3) |
| |||||||||||||||||||||||||||||||||
Name
|
| | Grant Date |
| | Exercisable (#) |
| | Unexercisable (#) |
| | Number (#) |
| | Market Value ($) |
| | Number (#) |
| | Market or Payout Value ($) |
| |||||||||||||||||||||||||||||||||
Mark Vergnano
|
| | | | 3/1/2016 | | | | | | | | | | | | 543,944 | | | | | $ | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 155,336 | | | | | $ | 3,421,372 | | |
| | | 8/5/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 107,375 | | | | | $ | 2,371,914 | | | | | | | | | | | | | | | ||
| | | 7/6/2015 | | | | | | | | | | | | 331,231 | | | | | $ | 16.04 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 7/6/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 85,178 | | | | | $ | 1,881,582 | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 66,040 | | | | | | 132,081 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 22,701 | | | | | $ | 501,465 | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 102,262 | | | | | | 51,130 | | | | | $ | 15.487100 | | | | | | 2/4/2021 | | | | | | 12,689 | | | | | $ | 280,300 | | | | | | | | | | | | | | | ||
| | | 2/6/2013 | | | | | | 220,759 | | | | | | | | | | | $ | 11.869273 | | | | | | 2/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/6/2012 | | | | | | 200,151 | | | | | | | | | | | $ | 12.955122 | | | | | | 2/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mark Newman
|
| | | | 3/1/2016 | | | | | | | | | | | | 166,089 | | | | | $ | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 47,431 | | | | | $ | 1,047,751 | | |
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 61,194 | | | | | $ | 1,351,775 | | | | | ||||||||||||
| | | 7/6/2015 | | | | | | | | | | | | 197,161 | | | | | $ | 16.04 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 35,891 | | | | | | 71,784 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 12,338 | | | | | $ | 272,546 | | | | | | | | | | | | | | | ||
| | | 11/11/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,043 | | | | | $ | 685,740 | | | | | | | | | | | | | | | ||
Paul Kirsch
|
| | | | 6/22/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,095 | | | | | $ | 1,813,479 | | | | | | | | | | | | | | |
| | | 6/1/2016 | | | | | | | | | | | | 41,308 | | | | | $ | 8.80 | | | | | | 06/1/2026 | | | | | | | | | | | | | | | | | | 20,455 | | | | | $ | 451,851 | | | ||
Bryan Snell
|
| | | | 3/1/2016 | | | | | | | | | | | | 110,726 | | | | | $ | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 31,621 | | | | | $ | 698,508 | | |
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,795 | | | | | $ | 901,162 | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 12,634 | | | | | | 25,268 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 4,344 | | | | | $ | 95,959 | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 18,894 | | | | | | 9,447 | | | | | $ | 15.487100 | | | | | | 2/4/2021 | | | | | | 2,345 | | | | | $ | 51,801 | | | | | | | | | | | | | | | ||
| | | 2/6/2013 | | | | | | 11,878 | | | | | | | | | | | $ | 11.869273 | | | | | | 2/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Chris Siemer
|
| | | | 8/2/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 56,752 | | | | | $ | 1,253,652 | | |
| | | 3/1/2016 | | | | | | | | | | | | 62,283 | | | | | $ | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 17,787 | | | | | $ | 392,915 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,948 | | | | | $ | 506,921 | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 9,476 | | | | | | 18,953 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 3,258 | | | | | $ | 71,969 | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 15,583 | | | | | | 7,790 | | | | | $ | 15.487100 | | | | | | 2/4/2021 | | | | | | 1,935 | | | | | $ | 42,744 | | | | | | | | | | | | | | | ||
| | | 2/6/2013 | | | | | | 28,082 | | | | | | | | | | | $ | 11.869273 | | | | | | 2/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/6/2012 | | | | | | 17,909 | | | | | | | | | | | $ | 12.955122 | | | | | | 2/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/2/2011 | | | | | | 15,088 | | | | | | | | | | | $ | 12.972635 | | | | | | 2/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Thierry Vanlancker
|
| | | | 3/1/2016 | | | | | | | | | | | | 48,523 | | | | | $ | 5.40 | | | | | | 7/31/2017 | | | | | | | | | | | | | | | | | | 13,857 | | | | | $ | 306,101 | | |
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,397 | | | | | $ | 450,570 | | | | | | | | | | | | | | | ||
| | | 7/6/2015 | | | | | | | | | | | | 55,206 | | | | | $ | 16.04 | | | | | | 7/31/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 10,050 | | | | | | 10,051 | | | | | $ | 18.449414 | | | | | | 7/31/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 17,046 | | | | | | 8,522 | | | | | $ | 15.487100 | | | | | | 7/31/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/6/2013 | | | | | | 32,678 | | | | | | | | | | | $ | 11.869273 | | | | | | 7/31/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
3/1/2016 | | | Vests in equal installments on March 1, 2017, 2018 and 2019 | |
6/1/2016 | | | Vests in equal installments on June 1, 2017, 2018 and 2019 | |
7/6/2015 | | | Balance vests on March 1, 2018 | |
2/4/2015 | | | Vests in equal installments on February 4, 2017 and 2018 (with the exception of Thierry Vanlancker for whom the balance vests on February 4, 2017) | |
2/5/2014 | | | Balance vests on February 5, 2017 | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
6/22/2016 | | | Balance vests forty percent (40%) on June 1, 2017, forty percent (40%) June 1, 2018 and twenty percent (20%) June 1, 2019 | |
8/5/2015 | | | Balance eligible to vest August 5, 2018 subject to the satisfaction of performance conditions | |
8/4/2015 | | | Balance eligible to vest August 4, 2018 subject to the satisfaction of performance conditions | |
7/6/2015 | | | Balance vests on March 1, 2017 | |
2/4/2015 | | | Vests in equal installments on February 4, 2017 and 2018 | |
11/11/2014 | | | Balance vests on November 11, 2017 | |
2/5/2014 | | | Balance vests on February 5, 2017 | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
8/2/2016 | | | Balance eligible to vest in 25% increments on four successive quarterly measurement dates beginning March 31, 2017 and ending December 31, 2017 subject to the satisfaction of performance conditions | |
6/1/2016 | | | Performance period ending December 31, 2018 | |
3/1/2016 | | | Performance period ending December 31, 2018 | |
| | |
Option Awards
|
| |
Stock Awards(1)
|
| ||||||||||||||||||
Name
|
| | Number of Shares Acquired on Exercise (#) |
| | Value Realized on Exercise ($) |
| | Number of Shares Acquired on Vesting (#) |
| | Value Realized on Vesting ($) |
| ||||||||||||
Mark Vergnano | | | | | — | | | | | | — | | | | | | 121,694 | | | | | $ | 607,915 | | |
Mark Newman | | | | | — | | | | | | — | | | | | | 37,106 | | | | | $ | 668,975 | | |
Paul Kirsch | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | |
Bryan Snell | | | | | — | | | | | | — | | | | | | 7,434 | | | | | $ | 31,495 | | |
Chris Siemer | | | | | — | | | | | | — | | | | | | 5,861 | | | | | $ | 24,813 | | |
Thierry Vanlancker
|
| | | | — | | | | | | — | | | | | | 38,005 | | | | | $ | 274,471 | | |
Name
|
| |
Plan Name
|
| | Number of Years of Credited Service(1) |
| | Present Value of Accumulated Benefit |
| |