DEF 14A 1 a2018proxystatementdefinit.htm 2018 DEFINITIVE PROXY STATEMENT Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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OMNOVA SOLUTIONS INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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25435 Harvard Road
Beachwood, OH 44122
www.omnova.com
February 9, 2018
Dear Fellow Shareholder:
During fiscal 2017, OMNOVA Solutions Inc. (the “Company” or “OMNOVA”) continued its strategic evolution toward becoming a premier global innovative specialty solutions provider, and continued to execute on its value-creating overarching strategic priorities. As your representatives to the Company, your Board of Directors continues to be vigilant in overseeing, contributing to, and supporting the Company’s long-term strategy to facilitate our common goal of creating enduring value for our firm and our shareholders.
The Board of Directors greatly values engagement with shareholders and the feedback we receive. We wanted to highlight a few key changes during the 2017 fiscal year that demonstrate our ongoing commitment to thoughtful corporate governance, maintaining a performance-based executive compensation program, delivering shareholder value, and responding to shareholder feedback:
Refreshment of Long-Term Incentive Program. During the 2017 grant cycle, the Compensation & Corporate Governance Committee refreshed the design of the long-term incentive program for executive officers to more closely align with the Company’s strategic plans and with best practices for these programs. The changes for the named executive officers are described in detail in the Compensation Discussion & Analysis section of the proxy statement.
Board Committee Reorganization. During fiscal 2017, OMNOVA Board of Directors reorganized its committees, moving from two committees to four committees, each having a specialized focus and area of oversight. This reorganization has facilitated a broader and deeper engagement by the committees in their respective areas of oversight, and provided each committee additional time to devote to engagement with management on each topic.
Annual, Peer-Driven Evaluations for Each Director. In the past, only current directors who intended to stand for re-election at the next annual meeting were evaluated by their peers. Beginning in 2017, each director is evaluated by his or her peers, and receives constructive feedback on strengths and areas for improvement.
Our 2018 annual meeting of shareholders (the “Annual Meeting”) will be held on Friday, March 23, 2018 at OMNOVA Solutions' World Headquarters, 25435 Harvard Road, Beachwood, Ohio 44122, beginning at 9:00 a.m., Eastern time. We hope you can attend. Regardless of your attendance at the Annual Meeting, your vote and your feedback is important. We strongly encourage you to vote by proxy over the Internet, by phone, or by returning your proxy card if this proxy statement was mailed to you.
On behalf of the Board of Directors and the officers of OMNOVA, thank you for the trust you have placed in us, and look forward to seeing you at the meeting.
William R. Seelbach
Chairman of the Board
Anne P. Noonan
President and Chief Executive Officer



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Notice of Annual Meeting of Shareholders
Friday, March 23, 2018
9:00 a.m., Eastern time
Location
OMNOVA Solutions' World Headquarters, 25435 Harvard Road, Beachwood, Ohio 44122
Business items
1.
To elect the three directors named in the proxy statement to serve for three-year terms expiring at the 2021 annual meeting of shareholders of OMNOVA
2.
To ratify the appointment of Ernst & Young LLP as independent auditors of OMNOVA for the fiscal year ending November 30, 2018
3.
To approve, on an advisory basis, OMNOVA’s named executive officer compensation
Record date
Only shareholders of record at the close of business on Monday, January 22, 2018 will be entitled to receive notice of and to vote at the 2018 annual meeting of shareholders (the “Annual Meeting”).
Voting
Your vote is important. Please promptly vote your shares by proxy via the Internet, by phone, or by mailing your signed proxy card in the enclosed return envelope if this proxy statement was mailed to you. Voting your shares by proxy now does not prevent you from overriding your proxy instructions by voting your shares in person if you attend the Annual Meeting.
Notice of Internet availability of proxy materials
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on Friday, March 23, 2018. OMNOVA’s 2018 proxy statement and 2017 Annual Report on Form 10-K for the fiscal year ended November 30, 2017 (the “Annual Report”) are available free of charge at www.omnova.com and www.proxyvote.com.
Availability of proxy materials    
We will make the Notice of Internet Availability of Proxy Materials available to shareholders on or about February 9, 2018. On or about the same date, we will begin mailing paper copies of OMNOVA’s proxy materials to those shareholders who have requested them.
By order of the Board of Directors

Frank P. Esposito
Assistant General Counsel & Corporate Secretary
February 9, 2018




Proxy Summary
This proxy summary highlights some of the key information presented throughout the proxy statement. It does not contain all of the information you should consider. Please review the entire proxy statement carefully before voting your shares.
OMNOVA Solutions Inc.
OMNOVA Solutions Inc. (the “Company” or “OMNOVA”) is a global innovator of performance-enhancing chemistries and surfaces for a variety of commercial, industrial, and residential applications. The Company applies chemical and material science to develop emulsion polymers, specialty chemicals and functional and decorative surfaces that enhance the performance of customers’ products around the world. As a business-to-business strategic supplier, OMNOVA provides The Science in Better Brands, with products that are critical to the performance of top brand-name, end-use products sold around the world.
OMNOVA’s sales for the 2017 fiscal year ended November 30, 2017 were approximately $783 million. The Company has a global workforce of approximately 1,800 employees supporting OMNOVA’s manufacturing, sales, technology, and distribution facilities around the world.
OMNOVA Solutions is a member of the American Chemistry Council, and its business is committed to the chemical industry’s Responsible Care® initiative, which includes a strong product stewardship program.
Business Strategy
OMNOVA’s long-term strategic goal is to become a premier global innovative specialty solutions provider. The Company’s four overarching strategic priorities to achieve this goal include:
1.
Accelerating the profitable growth of the Company’s higher-margin specialty businesses
2.
Expanding margins and generating cash in the Company’s mature businesses to fuel further specialty growth
3.
Optimizing the Company’s portfolio for sustainable earnings growth through diversification, strategic alliances, and acquisitions
4.
Driving “One OMNOVA” excellence to create a strong foundation for profitable growth, by reducing complexity, increasing efficiency, and driving excellence in the Company’s sales, marketing, innovation, and operations functions
strategic_priorities.jpg


S-1


Executive compensation overview
Compensation philosophy. The Compensation & Organization Committee of the Board of Directors is committed to maintaining a compensation program driven by a pay-for-performance philosophy that is aligned with the interest of OMNOVA shareholders in sustainable, long-term, profitable growth
Primary components of compensation. OMNOVA’s executive compensation program has three principle components: base salary, annual incentives, and long-term incentives. Market-competitive base salary is an essential part of any compensation program and is necessary to attract and retain strong leadership talent. Annual incentives are intended to motivate the achievement of near-term company performance goals. Long-term incentives drive executives to focus on strategies that promote sustainable, profitable, long-term growth for our shareholders.
Program highlights. OMNOVA’s executive compensation program:
l
Establishes threshold, target, and maximum award levels under our performance incentive programs
l
Balances executive compensation to encourage prudent risk taking
l
Includes a rigorous, year round process through which the Compensation & Organization Committee makes and reviews pay decisions
l
Includes a robust, “no fault” compensation recovery policy applicable to all executive incentive programs
l
Requires a high percentage of the Chief Executive Officer’s and other Named Executive Officers; compensation to be performance based and variable
l
Is supported by an independent compensation consultant and with annually assessments of the consultant’s independence

l
Employs a diverse set of performance metrics to determine annual and long-term incentive awards
l
Measures long-term performance over a three-year measurement period
l
Avoids excessive perquisites and supplemental executive retirement programs
l
Prohibits options repricing without shareholder approval or the timing of equity grants
Recent program changes. In establishing the compensation program for 2017, the Compensation & Corporate Governance Committee (predecessor to the Compensation & Organization Committee) revised the structure of the long-term incentive program by (1) measuring performance based on three objectives: Cumulative Earnings Per Share (40%), Average ROIC (40%), and Relative TSR (20%) and (2) increasing the performance measurement period for the long-term incentive program from two years to three years.
2017 performance highlights. In evaluating management’s performance for fiscal 2017, the Board of Directors considered the following Company accomplishments, among others:
Delivering 2017 Adjusted Diluted Earnings per Share* of $0.56 per share, improved from $0.50 in 2016.
Continuing to deliver against the Company’s key strategic initiatives, with four quarters of growth in the Company’s specialty businesses and a 3.5% year-over-year increase in specialty volumes, with strength in the Company’s coatings, laminates & films, elastomeric modifiers, and oil & gas business lines.
Generating 75% of 2017 fiscal year Adjusted Segment Operating Profit* from specialty businesses.
Improving the Company’s Net Leverage Ratio* from 3.6x in 2016 to 3.2x through improved cash generation and working capital management, and Adjusted Segment Operating Profit* growth.
Continuing to develop a robust innovation pipeline, poised to fuel profitable future specialty growth.
 
 
(*)
“Adjusted Diluted Earnings per Share”, “Adjusted Segment Operating Profit”, and “Net Leverage Ratio” are non-GAAP financial measures. A reconciliation of GAAP to these non-GAAP financial measures can be found in Annex D, attached hereto.

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Key corporate governance practices
The Board of Directors of OMNOVA is committed to meeting high standards of corporate governance. Some of OMNOVA’s governance best practices include:
All Board members, other than Ms. Noonan, are independent in accordance with the New York Stock Exchange listing standards and OMNOVA’s Corporate Governance Guidelines
Separate independent Chairman and Chief Executive Officer roles
Majority voting in uncontested elections of directors
Regularly scheduled executive sessions at each Board and Board committee meeting
Standing Board committees consisting solely of independent directors
Board members with broad and extensive executive leadership, financial, and industry experience
Active Board leadership in the oversight of enterprise risks, including compensation risks
Comprehensive annual peer assessments of every director and the Chairman of the Board
Comprehensive self-assessments of the full Board and each Board committee
Comprehensive evaluation process for the Chief Executive Officer, lead by the Compensation & Organization committee
Share ownership and holding requirements for executive officer and directors
Prohibition of hedging or pledging of OMNOVA securities by directors, executive officers, and employees
Proposals for the Annual Meeting
Proposal
Board Recommendation
1.
Election of directors
FOR all nominees
 
You are being asked to elect three nominees to the OMNOVA Board of Directors. If elected, each nominee would hold office until the 2021 annual meeting of shareholders.
2.
Ratification of independent auditor
FOR
 
You are being asked to ratify the Audit Committee's appointment of Ernst & Young LLP as OMNOVA’s independent auditor for the 2018 fiscal year.
3.
To approve, on an advisory basis, OMNOVA’s named executive officer compensation
FOR
 
You are being asked to approve, on an advisory basis, the compensation of OMNOVA’s Named Executive Officers.

S-3


2018 director nominees
 
 
 
 
Committee Memberships
Name
Age
Director
Since
Independent
Audit
C&O
NCG
SHES
Executive
Janet Plaut Giesselman
63
2015
Yes
 
Chair
 
 
Anne P. Noonan
54
2016
No
 
 
 
 
 
Larry B. Porcellato
59
2008
Yes
 
 
 
Chair
 
 
C&O
Compensation & Organization
 
NCG
Nominating & Corporate Governance
SHE&S
Safety, Health, Environmental & Security
 
 
 
Annual Meeting Information
Annual meeting date:
Friday, March 23, 2018
 
 
Time:
9:00 a.m., Eastern time
 
 
Place:
OMNOVA Solutions' World Headquarters, 25435 Harvard Road, Beachwood, Ohio 44122
 
 
Record date:
Monday, January 22, 2018
 
 
Who may vote:
Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote for each director nominee and one vote on each proposal being presented.
 
 
How to vote by proxy before the meeting:
Follow the instructions in the Notice of Internet Availability of Proxy Materials or on your proxy card.
 
 
Attending the meeting and voting at the meeting:
Photo identification and proof of share ownership will be required to enter the Annual Meeting. If you want to vote shares that you hold in street name, you will need to bring a legal proxy in your name from your broker, bank, or other nominee that holds your shares. Even if you plan to attend the Annual Meeting, we encourage all shareholders to provide their proxy instructions in advance of the Annual Meeting.

S-4


 Table of Contents
Proposal 1: Election of directors
 
 
The role of the Board
Director independence
Meetings and meeting attendance
Board effectiveness
Director education
Succession planing
2017 director compensation table
 
 
Equity ownership requirements and holding periods
 
 
Compensation Discussion & Analysis
 
 



2017 summary compensation table
2017 components of all other compensation table
2017 grants of plan-based awards table
2017 outstanding equity awards at fiscal year end table
2017 option exercises and stock vested table
2017 pension benefits table
2017 nonqualified deferred compensation table
2017 post-termination tables
 
 
 
 
 
 
 
 
Information about the 2019 Annual Meeting
 
 
Annexes
 
Annex A - GAAP to Non-GAAP Reconciliation Tables




Proposals for the Annual Meeting

Proposal 1: Election of directors
The Board of Directors of OMNOVA (the “Board”) is recommending that shareholders re-elect three of the Board’s current members: Janet Plaut Giesselman, Anne P. Noonan, and Larry B. Porcellato. Consistent with the Retirement Policy set forth in the Company’s Corporate Governance Guidelines, Mr. Stefanko, a member of the Board since 2006, will be retiring from the Board effective at the Annual Meeting. The Board thanks Mr. Stefanko for his many years of counsel and service to the Company.
In accordance with OMNOVA’s Amended and Restated Code of Regulations (the “Code”), concurrent with the expiration of Mr. Stefanko’s term as a director at the Annual Meeting, the Board has fixed the number of directors constituting the Board at ten. The Board is divided into three classes by election year, with one class up for election each year. The members of each class serve a three-year term.
RECRUITMENT AND NOMINATION: The Nominating & Corporate Governance Committee of the Board identifies, evaluates, and recommends to the Board qualified candidates to be nominated for election at each annual meeting of shareholders. In evaluating potential nominees, the committee considers whether a candidate has demonstrated:
integrity, mature judgment, and effective decision making;
management and/or leadership experience, preferably in a senior leadership role with a publicly-traded organization or a complex, well-recognized organization (private, non-profit, governmental, scientific, or educational);
a high level of professional or business expertise relevant to OMNOVA;
the willingness and ability to serve at least one full term and to commit the time and effort to prepare for and participate in Board and committee meetings;
the willingness and ability to represent all shareholders of the Company, rather than a special interest or constituency;
the willingness and ability to balance interests of all of the Company’s stakeholders, including its shareholders, employees, customers, local communities, and the general public;
the ability to think independently while participating constructively in the Board process;
the willingness to become a shareholder of the Company (if not one already) and to comply with the Company’s share ownership guidelines;
the willingness to comply with the Company’s Corporate Governance Guidelines and Business Conduct Policies; and
a lack of conflicts with OMNOVA, including business conflicts and conflicts that may affect the director’s ability to dedicate appropriate time and attention to OMNOVA and its shareholders.
Candidates satisfying these guidelines are then considered for: skills and business experiences that complement the experiences of the current Board; experience with the business activities, markets, and geographies in which OMNOVA participates or plans to participate; whether the candidate would enhance the diversity of the Board; and other factors the Board deems relevant from time to time.
In addition to working with the full Board and management in conducting a director candidate search, the committee may retain independent, third-party search firms to assist with identifying director candidates from time to time. The committee has sole authority to retain, compensate, and terminate such firms. First-time candidates are asked to participate in a comprehensive background and reference check, and a series of personal interviews by the Chairman of the Board, the Chair of the Nominating & Corporate Governance Committee, and at least one other independent director. If the committee is satisfied with its review of the

1


candidate’s background and qualifications, it will communicate an offer for nomination to the candidate and, if the offer is accepted, recommend the candidate to the full Board for nomination. Directors seeking renomination to the Board participate in the Board’s annual comprehensive peer review for all independent directors, including individual evaluations from each of the other independent directors and a discussion among the independent directors, before being considered for renomination by the Board. Page 14 of this proxy statement includes additional information concerning the director evaluation process.
Shareholders may also recommend director candidates by providing prior written notice to the Chair of the Nominating & Corporate Governance Committee. Candidates identified by shareholders are subject to the same rigorous evaluation process as candidates identified by the committee. Page 56 of this proxy statement provides important information for shareholders seeking to submit a potential candidate or candidates for consideration for the 2019 annual meeting of shareholders.
2018 NOMINEES FOR DIRECTOR: The Board has nominated Janet Plaut Giesselman, Anne P. Noonan, and Larry B. Porcellato for election as Class I directors at the Annual Meeting. Each nominee’s background and qualifications to serve on the Board can be found under the heading “Corporate Governance and the Board—Nominees for election at the Annual Meeting” beginning on page 4 of this proxy statement. If elected, each nominee will serve until OMNOVA’s 2021 annual meeting of shareholders, or until a successor is duly elected and qualified. Each nominee is a current director of OMNOVA.
Each of the nominees has confirmed his or her intention to stand for election and each has consented to be named in this proxy statement as a nominee. Although the Board expects each nominee to be available to serve as a director, if any of them is unwilling or unable to serve, the Board may decrease the size of the Board. Alternatively, the Board may designate substitute nominees (in which case additional proxy materials would be filed with the Securities and Exchange Commission and provided to shareholders in advance of the Annual Meeting), and all votes cast by proxy will be voted in favor of such substitutes.
VOTE REQUIRED: Each nominee who receives the affirmative vote of a majority of the votes cast will be elected as a director.
BOARD RECOMMENDATION: The Board recommends that the shareholders vote “FOR” the election of each nominee.
Proposal 2: Ratification of independent auditor
The Audit Committee of the Board has selected Ernst & Young LLP as OMNOVA’s independent auditor to examine the financial statements of OMNOVA and its subsidiaries for the fiscal year ending November 30, 2018, and the Board asks shareholders to ratify that selection.
Although the Audit Committee is solely responsible for the appointment, compensation, retention, and oversight of OMNOVA’s independent auditors, the Board and the Audit Committee believe that the Company’s shareholders should express their views concerning this appointment. The committee will consider the outcome of this vote in determining whether or not to continue Ernst & Young’s engagement with OMNOVA. Representatives of Ernst & Young are expected to be present at the Annual Meeting to respond to any shareholder questions. They will also have an opportunity to make a statement at the meeting if they desire to do so.
Additional information concerning the Ernst & Young appointment and other Audit Committee matters can be found beginning on page 52 of this proxy statement. The Board and the Audit Committee believe that the continued retention of Ernst & Young LLP as the Company’s independent auditor is in the best interest of the Company and its shareholders.
VOTE REQUIRED: The affirmative vote of the majority of the votes cast represented in person or by proxy at the Annual Meeting.
BOARD RECOMMENDATION: The Board recommends that the shareholders vote “FOR” the ratification of Ernst & Young as OMNOVA’s independent auditor for the 2018 fiscal year.

2


Proposal 3: Approval, on an advisory basis, of Named Executive Officer compensation
As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), the Board is asking shareholders to cast an advisory vote on the following resolution:
RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed under the heading “Compensation Discussion & Analysis,” beginning on page 21 of this proxy statement, and the tabular disclosure under the heading “Compensation of Named Executive Officers,” beginning on page 41 of this proxy statement.
OMNOVA’s executive compensation program is designed to recruit, retain, and motivate highly qualified executives and to further align their interests with the shareholders’ interest of long-term value creation. OMNOVA’s compensation program allows the Compensation & Organization Committee of the Board to determine pay based on a comprehensive view of the differentiated roles, responsibilities, and performance of each Named Executive Officer and the performance of the Company overall. Among its other features, the program:
recognizes the achievement of specific short-term and long-term strategic and financial goals;
provides a market-competitive total pay opportunity;
emphasizes variable and performance-based compensation opportunities;
subjects a significant portion of compensation to long-term vesting; and
does not encourage unnecessary or excessive risk taking.
Although this vote will not overrule any decision made by the Compensation & Organization Committee regarding Named Executive Officer compensation, the Compensation & Organization Committee and the Board review the voting results for this proposal annually and seek to understand them through engagement with OMNOVA’s shareholders and other stakeholders. The Compensation & Organization Committee and the Board consider the constructive feedback obtained through this process in making future decisions about compensation.
At the OMNOVA’s 2017 annual meeting of shareholders, shareholders voted to hold the “say-on-pay” vote on an annual basis, which the Board of Directors promptly approved. The next “say-on-pay” vote is expected to take place at our 2019 annual meeting of shareholders, and the next vote on the frequency of this “say-on-pay” vote is expected to take place at our 2023 annual meeting of shareholders.
VOTE REQUIRED: The affirmative vote of the majority of the votes cast represented in person or by proxy at the Annual Meeting.
BOARD RECOMMENDATION: The Board recommends that the shareholders vote “FOR” the approval, on an advisory basis, of Named Executive Officer compensation.

3


Corporate Governance and the Board

Nominees for election at this Annual Meeting
 
 
Janet Plaut Giessleman
giesselmana04.jpg
Age:
63
 
 
Director since:
2015
 
 
Director class:
Class I (expiring 2018)
 
 
OMNOVA Committees:
Compensation & Organization Committee (Chair)
 
Executive Committee
Other public boards:
Twin Disc, Incorporated
NASDAQ
since 2015
 
Ag Growth International
TSX
since 2013
Ms. Giesselman is the retired President and General Manager of Dow Oil & Gas, a business unit of The Dow Chemical Company, a global manufacturer of agriculture, energy, specialty and commodity chemicals. From 2001 to 2010, she held numerous senior leadership positions throughout the organization and across geographies. Before joining Dow, Ms. Giesselman held various leadership positions in sales, marketing, and strategic planning with Rohm & Hass Company, a specialty and performance materials company. Currently, Ms. Giessleman is an independent consultant focusing on strategic planning and execution for companies with international growth objectives.
Ms. Giesselman brings to the board significant leadership experience as a senior executive at Dow, as well as service on the board of directors of several publicly traded companies. She brings critical insights into the specialty chemicals business, and in particular experience in the Company’s strategic growth markets, such as oil and gas, and several of its mature markets. She has extensive knowledge in the areas of corporate compensation; governance; international business; strategy; general management; acquisitions and divestitures; sales and marketing; environmental, health and safety matters; regulatory matters; and operations.

 
 
Anne P. Noonan
noonana16.jpg
Age:
54
 
 
Director since:
2016
 
 
Director class:
Class I (expiring 2018)
 
 
Other public boards:
CF Industries Inc.
NYSE
since 2015
 
 
 
 
Ms. Noonan became the President and Chief Executive Officer of OMNOVA Solutions Inc. in December 2016. Ms. Noonan joined OMNOVA in September 2014 as its President, Performance Chemicals. Prior to OMNOVA, Ms. Noonan spent 27 years with Chemtura Corporation, a global manufacturer of specialty chemicals. She most recently served as the Senior Vice President and President of Chemtura’s Industrial Engineered Products business from 2013 to 2014, and its Vice President of Strategic Business Development and President of its Great Lakes Solutions division, each from 2010 to 2013. During her tenure with Chemtura, Ms. Noonan held leadership roles across a wide range of disciplines, from strategic marketing to product development and innovation, to mergers and acquisitions and general management.

Ms. Noonan brings extensive management and operating experience, a deep understanding of the Company’s business, customers, and markets, and over thirty years of experience in the specialty chemicals industry to the Board. She provides the Board with a direct line of sight into the Company’s industry, customers, markets, operations, management team, strategic position, and actions to advance long-term shareholder value.


4


 
 
Larry B. Porcellato
porcellatoa04.jpg
Age:
59
 
 
Director since:
2008
 
 
Director class:
Class I (expiring 2018)
 
 
OMNOVA Committees:
Safety, Health, Environmental & Security Committee (Chair)
 
Executive Committee
Other public boards:
HNI Corporation
NYSE
since 2004
 
 
 
 
From 2009 to 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc., a worldwide leader in the design, manufacture, and marketing of do-it-yourself, construction, and specialty coatings products. From 2002 to 2007, he was the Chief Executive Officer of ICI Paints North America, a division of Imperial Chemical Industries PLC, and from 2000 to 2002 was Executive Vice President and General Manager, ICI Paint Stores, North America. Previously, he held executive and leadership roles with Stanley Mechanics Tools and Rubbermaid Incorporated.
Mr. Porcellato’s experience as the Chief Executive Officer of The Homax Group, Inc. and ICI Paints North America, as well as his service on the boards of public companies, has provided him valuable experience in manufacturing and distribution; industrial and specialty coatings; and significant knowledge and expertise in the areas of strategy, general management and finance, accounting and financial reporting.
Continuing directors not up for election
 
 
David J. D'Antoni
dantonia04.jpg
Age:
73
 
 
Director since:
2003
 
 
Director class:
Class II (expiring 2019)
 
 
OMNOVA Committees:
Nominating & Corporate Governance Committee
 
Safety, Health, Environmental & Security Committee
Other public boards:
Compass Minerals International, Inc.
NYSE
since 2004
 
State Auto Financial Corporation
NASDAQ
1995-2017
Mr. D’Antoni served as the Senior Vice President (from 1988) and Group Operating Officer (from 1999) of Ashland Inc., a specialty chemicals, energy, and transportation construction company, until his retirement in 2004. Prior to that, Mr. D'Antoni served as President of Ashland Paving and Construction, Inc. and as President of Ashland Chemical Company.
Mr. D’Antoni’s experience as a senior executive at Ashland and his service with the boards of public companies provides him with valuable chemicals industry and leadership experience. He brings significant knowledge in the areas of corporate governance; acquisitions and divestitures; environmental, health, and safety matters; operations; purchasing; and sales. Mr. D’Antoni has been recognized as an NACD Fellow, the National Association of Corporate Directors' highest level of credentialing for public company directors.

5


 
 
Joseph M. Gingo
gingoa04.jpg
Age:
73
 
 
Director since:
2015
 
 
Director class:
Class III (expiring 2020)
 
 
OMNOVA Committees:
Audit Committee
 
Safety, Health, Environmental & Security Committee
Other public boards:
A. Schulman, Inc.
NASDAQ
since 2000
 
OM Group, Inc.
NYSE
2015 only
Since 2008, Mr. Gingo has been the Chairman of the Board of A. Schulman, Inc., an international supplier of plastic compounds and resins with over 3,900 employees. In August 2016, Mr. Gingo was also named A. Schulman’s President and Chief Executive Officer (having previously served in these roles from 2008 to 2014). Prior to working at A. Schulman, Mr. Gingo was employed with the Goodyear Tire & Rubber Company for over 40 years in a variety of executive, senior management, and innovation and product management roles.

Mr. Gingo brings to the Board extensive business and leadership experience as Chairman, President and Chief Executive Officer of A. Schulman, a publicly-traded company. Mr. Gingo has significant knowledge and expertise in the areas of general management, operations and strategy, as well as significant experience providing leadership in industrial and manufacturing companies.
 
 
Michael J. Merriman
merrimana04.jpg
Age:
61
 
 
Director since:
2008
 
 
Director class:
Class III (expiring 2020)
 
 
OMNOVA Committees:
Nominating & Corporate Governance Committee (Chair)
 
Compensation & Organization Committee
 
Executive Committee
Other public boards:
Nordson Corporation
NASDAQ
since 2008
 
Regis Corporation
NYSE
since 2011
 
Invacare Corporation
NYSE
since 2014
 
American Greetings Corporation
NYSE
2006-2013
Since 2008, Mr. Merriman has been an Operating Advisor for Resilience Capital Partners LLC, a leading private equity firm investing across a range of industries. From 2006 through 2007, Mr. Merriman was the Chief Executive Officer of The Lamson & Sessions Co., a manufacturer of thermoplastic conduit, fittings, and electrical switch and outlet boxes. Previously, Mr. Merriman was Chief Financial Officer of American Greetings Corporation, a consumer products company, from 2005 to 2006. Prior to that, from 1995 until 2004, he was the President and Chief Executive Officer of Royal Appliance Mfg. Co. / Dirt Devil Inc.

Mr. Merriman’s prior experience as chief executive officer and chief financial officer of two public companies, his service on the boards of several public companies, as well as his experience at Resilience, provides him with valuable experience and significant knowledge in the areas of executive management, strategy, corporate governance, acquisitions and divestitures, finance and financial reporting, and investor relations.

6


 
 
James A. Mitarotonda
mitarotondaa04.jpg
Age:
63
 
 
Director since:
2015
 
 
Director class:
Class III (expiring 2020)
 
 
OMNOVA Committees:
Nominating & Corporate Governance Committee
 
Compensation & Organization Committee
Other public boards:
A. Schulman Inc.
NASDAQ
since 2005
 
Barington/Hilco Acquisition Corp.
NYSE
since 2014
 
The Eastern Company
NYSE
since 2015
 
Pep Boys - Manny, Moe and Jack
NYSE
2006-2016
 
Ebix, Inc.
NASDAQ
2014-2015
 
Jones Group, Inc.
NYSE
2013-2014
Mr. Mitarotonda has been the Chairman of the Board, President, and Chief Executive Officer of Barington Capital Group, L.P., an investment firm, since 1991, and of Barington Companies Investors, LLC, the general partner of Barington Companies Equity Partners, L.P., a value-oriented, activist investment fund, since 1999. Barington and its affiliates have extensive experience investing in industrial and specialty chemicals companies, including Ameron International, Stewart & Stevenson Services, Griffon Corporation, Gerber Scientific, The Eastern Company, Spartech Corporation, and A. Schulman, Inc.
Mr. Mitarotonda brings to the Board extensive public company director experience; financial, investment banking and corporate governance expertise; executive leadership experience as a chief executive officer; and experience investing in industrial and specialty chemical companies.
 
 
Steven W. Percy
percya04.jpg
Age:
71
 
 
Director since:
1999
 
 
Director class:
Class II (expiring 2019)
 
 
OMNOVA Committees:
Audit Committee (Chair)
 
Executive Committee
Other public boards:
Wavefront Technology Solutions, Inc.
TSX
since 2003
 
 
 
 
Prior to his retirement in 1999, Mr. Percy had been the Chairman and Chief Executive Officer of BP America Inc., an international energy company, since 1996. Over a twenty-three year career with BP, he held leadership positions of increasing responsibility in the United States and Europe, including as chief executive of BP Finance International and BP Oil. From July 2012 to June 2013, Mr. Percy served as the Interim Dean of the Monte Ahuja College of Business at Cleveland State University.
As Chairman and Chief Executive Officer of BP America and chief executive of BP Finance International, Mr. Percy developed significant knowledge of the industries in which OMNOVA operates; key OMNOVA growth markets, accounting and financial expertise; and valuable experience in general management and environmental, health, and safety matters. His role as Dean of the Monte Ahuja College of Business exposed him to cutting edge business management practices. The Board of Directors has determined that Mr. Percy is an "audit committee financial expert" as defined by the Securities and Exchange Commission.

7


 
 
Allan R. Rothwell
rothwella04.jpg
Age:
70
 
 
Director since:
2010
 
 
Director class:
Class II (expiring 2019)
 
 
OMNOVA Committees:
Audit Committee
 
Safety, Health, Environmental & Security Committee
Other public boards:
Compass Minerals International, Inc.
NYSE
since 2006
In 2006, Mr. Rothwell retired as Executive Vice President of Eastman, a global manufacturer and distributor of chemicals, fibers, and plastics. From 2002 until his retirement, Mr. Rothwell also served as President of Eastman’s Voridian division. During his career with Eastman, Mr. Rothwell held a variety of executive and senior management roles, including as Chief Financial Officer and President of various divisions.
Mr. Rothwell’s prior experience as a senior executive officer of Eastman Chemical Company and his service with public company boards provides him with valuable chemicals industry experience and significant knowledge and expertise in the areas of general management; strategic planning; sales; finance; international business; and acquisitions and divestitures. The Board of Directors has determined that Mr. Rothwell is an "audit committee financial expert" as defined by the Securities and Exchange Commission.

 
 
William R. Seelbach
seelbacha11.jpg
Age:
69
 
 
Director since:
2002
 
 
Director class:
Class III (expiring 2020)
 
 
OMNOVA Committees:
Nominating & Corporate Governance Committee
 
Compensation & Organization Committee
 
Executive Committee (Chair)
 
 
 
 
Mr. Seelbach is the Chairman of OMNOVA’s Board of Directors. Since 2007, Mr. Seelbach has been an Operating Partner and now a Senior Advisor with the Riverside Company, the world's largest private equity firm focused on investing in companies at the smaller end of the middle market, and a Senior Managing Director of Headwaters SC, a consulting firm for privately owned businesses, since 2014. Previously, Mr. Seelbach was the President and Chief Executive Officer of the Ohio Aerospace Institute, a technology-focused research organization, from 2003 through 2006. Prior to that, he was the President of Brush Engineered Materials, Inc., now known as Materion Corporation, a manufacturer of high performance engineered materials, and held various executive roles with Brush Wellman, Inc., from 1998 to 2002. Mr. Seelbach was also the Chairman and Chief Executive Officer of Inverness Partners, a limited liability company engaged in acquiring and operating Midwestern manufacturing companies, and a Partner with McKinsey & Co.
Mr. Seelbach’s prior experience as a public company executive officer and director, as well as his experience at Riverside, Headwaters, Inverness Partners, and McKinsey, provides him with valuable experience and significant knowledge in the areas of executive management; strategy; operations; corporate governance; acquisitions and divestitures; and finance.


8


The role of the Board
The Board represents OMNOVA’s shareholders while overseeing and supporting OMNOVA management in the achievement of the Company’s objectives and building long-term shareholder value. Members of the Board monitor and evaluate OMNOVA’s business performance through regular communication with the Chief Executive Officer and senior management, and by attending Board and committee meetings. At each Board meeting, directors are also invited to engage one-on-one with the executive officers and other members of management to ask questions or discuss any matters of interest to the director.
Board leadership
The Board is led by a Chairman, who is selected by and from among the directors. Mr. William R. Seelbach, an independent, non-executive director, currently serves as the Chairman. Among other duties incident to the office, Mr. Seelbach presides over all meetings of the Board (including executive sessions of the independent directors), provides direction and input on agendas, schedules, and materials for Board meetings, and discusses with senior management matters that the Board believes warrant attention.
The Board does not maintain a policy requiring the Chairman and Chief Executive Officer roles to be separated, or the Chairman role to be held by a non-management director. However, when the Chairman role has been held by a member of management, the Company’s Board has appointed an independent lead director with significant responsibilities.
Given the dynamic and competitive environment in which the Company operates, the Board believes it is important to maintain the flexibility to adopt a leadership structure that best serves shareholder interests and the Company’s evolving needs.The Board reviews its leadership structure periodically and from time to time as facts and circumstances warrant. The Board most recently evaluated its leadership structure in connection with the election of Anne Noonan as the Company’s President and Chief Executive Officer at the beginning of 2017 fiscal year.
The Board believes that its current leadership structure is in the shareholders best interests because it allows Ms. Noonan, the Company’s Chief Executive Officer, to focus her time and energy on the Company’s business, strategy, and performance and allows Mr. Seelbach to lead the Board in its fundamental role of providing advice, counsel, and oversight regarding the Company’s business, operations, and strategy.
Director independence
OMNOVA’s Corporate Governance Guidelines provide that at least a majority of the members of the Board will be independent under the rules of the New York Stock Exchange and other applicable laws, rules, and regulations. The independence standards set by the New York Stock Exchange identify categories of relationships between a director and OMNOVA that disqualify a director from being deemed independent.
The rules of the New York Stock Exchange charge the Board with affirmatively determining whether a director is independent from the Company at least annually. Every year, each director and officer of the Company completes a questionnaire that provides information about relationships that may affect the director’s independence. Management also provides the Board with any relevant facts and circumstances of which it is aware that may affect a determination of any director’s independence.
The Board has reviewed the independence of each director, taking into any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships between the directors and OMNOVA or its officers, and determined that, other than Ms. Noonan, all of its directors (David J. D’Antoni, Janet Plaut Giesselman, Joseph M. Gingo, James A. Mitarotonda, Michael J. Merriman, Steven W. Percy, Larry B. Porcellato, Allan R. Rothwell, William R. Seelbach, and Robert A. Stefanko) are independent for Board service generally, and independent for purposes of the committees on which they serve.

9


Board committees
In early 2017, upon consideration of director feedback from its annual Board and Board committee evaluation processes, the OMNOVA Board of Directors reconfigured its committee structure and reassigned committee oversight responsibilities to reflect the developing needs of the Company. The revised structure provides each committee with additional time and opportunity to engage more deeply with management in the committee’s areas of oversight responsibility. Accordingly, the Board constituted four standing committees: an Audit Committee; a Nominating & Corporate Governance Committee; a Compensation & Organization Committee; and a Safety, Health, Environmental & Security Committee. Each of the standing committees meets regularly during the year, and regularly reports on its activities and decisions, including risk oversight, to the full Board.
The Audit Committee, the Nominating & Corporate Governance Committee, and the Compensation & Organization Committee, are required by each Committee’s charter to be comprised solely of directors satisfying applicable independence requirements set by the Securities and Exchange Commission and the New York Stock Exchange. The charter of the Safety, Health, Environmental & Security Committee requires that the committee’s chair satisfy New York Stock Exchange standards for independence. At present, the members of all Board committees (including the Safety, Health, Environmental & Security Committee) are independent under applicable requirements.
Additionally, the Board maintains an Executive Committee that meets if needed for limited purposes. The table below summarizes the membership of the Board and its committees as of the date of this proxy statement.
Name
Audit
Nominating & Corporate Governance
Compensation & Organization
Safety, Health, Environmental, & Security
Executive
David J. D’Antoni
 
l
 
l
 
Joseph M. Gingo
l
 
 
l
 
Janet Plaut Giesselman
 
 
Chair
 
l
Michael J. Merriman
 
Chair
l
 
l
James A. Mitarotonda
 
l
l
 
 
Anne P. Noonan
 
 
 
 
 
Steven W. Percy
Chair
 
 
 
l
Larry B. Porcellato
 
 
 
Chair
l
Allan R. Rothwell
l
 
 
l
 
William R. Seelbach
 
l
l
 
Chair
Robert A. Stefanko (1)
l
 
 
 
 
Fiscal 2017 Meetings (2)
8
2
2
2
 
 
(1)
Consistent with the Retirement Policy set forth in the Company’s Corporate Governance Guidelines, Mr. Stefanko is not being nominated for re-election to the Board this year, but continue to serve until the Annual Meeting as a director and member of the Audit Committee.
(2)
Additionally, the Compensation & Corporate Governance Committee, which was retired in March 2017, met four times and the full Board met seven times during fiscal 2017.
The functions performed by these committees, which are described in more detail in their charters, are summarized below. The charters for each of the committees can be found on OMNOVA’s website at www.omnova.com.
Audit Committee
The Audit Committee is responsible for overseeing the financial information provided to OMNOVA’s shareholders. The committee is responsible for appointing, compensating, retaining, and terminating the Company’s independent auditor, and reviewing and discussing the audit plan and the results of the audit. The committee has sole authority to approve audit fees and any non-audit engagements. As required by

10


Securities and Exchange Commission rules, the Audit Committee is directly involved in the review and selection of the audit partner serving on the auditor’s engagement team during required partner rotations.
The Audit Committee also oversees and reviews certain risk functions, including the Company’s internal auditor and internal controls; financial reporting; legal and compliance matters; cybersecurity and information security matters; and insurance matters. The committee may also direct any special projects or investigations the committee deems necessary in connection with its responsibilities.
Further discussion of the Audit Committee can be found on page 52 of this proxy statement under the heading “Audit Matters.”
Nominating & Corporate Governance Committee
The Nominating & Corporate Governance Committee supports OMNOVA’s efforts to maintain an effective corporate governance program.
As the primary corporate governance body of OMNOVA, the Nominating & Corporate Governance Committee: oversees corporate governance; monitors emerging corporate governance practices and legal requirements affecting corporate governance; identifies and recommends to the Board the nominees to stand for election as directors (using the process described under the heading “Proposal 1: Election of directors” in this proxy statement); oversees the annual board, individual director, and Board Chairman evaluation processes; and recommends to the Board the structure and composition of Board committees. The Nominating & Corporate Governance Committee is also responsible for establishing and overseeing the Board’s director education program.
Compensation & Organization Committee
The Compensation & Organization Committee supports OMNOVA’s efforts to attract, retain, develop, and appropriately incentivize talent so that OMNOVA can achieve its strategic and business objectives. As OMNOVA’s compensation committee, it is responsible for overseeing: the compensation and incentive programs for the Company’s senior executives; employee incentive and benefits programs; talent management and development processes; and succession planning. The Compensation & Organization Committee approves the performance goals and objectives and the compensation of the Chief Executive Officer and the other senior executives, and evaluates their performance relative to those goals and objectives. The Compensation & Organization Committee also establishes OMNOVA’s overall compensation philosophy, and has responsibility for overseeing and enforcing OMNOVA’s compensation clawback policy.
Additionally, the Compensation & Organization Committee periodically reviews and recommends to the Board a director compensation program that may include equity-based incentive compensation, using broad-based market data to aid in its review. No executive officer of OMNOVA has any role in determining the amount of director compensation, although the committee may seek assistance from Company management in designing and implementing director compensation programs. The Compensation & Organization Committee has the authority to appoint, direct, oversee, and compensate (at the Company’s expense) third-party advisors and compensation consultants, and to perform the additional duties described in its charter.
Safety, Health, Environmental & Security Committee
The Safety, Health, Environmental & Security Committee assists the Board in its oversight of the Company’s safety, environmental, security, health, and risk matters. Accordingly, the Safety, Health, Environmental & Security Committee has oversight of the Company’s safety, environmental, and health practices and performance, and related legal and regulatory compliance, as well as the Company’s physical security programs. Additionally, the Safety, Health, Environmental & Security Committee advises management in the development, maintenance, and continuous improvement of the Company’s program and practices for assessing, managing, and mitigating enterprise-wide risks.

11


Executive Committee
The Executive Committee exercises the authority of the Board, except as restricted by law or by the Executive Committee charter, on any matter requiring Board or committee action between Board or committee meetings. The purpose of the Executive Committee is to permit corporate actions to be taken in important, time-sensitive matters where circumstance does not permit the full Board to take action. The stated preference of the Board is that corporate actions will generally be considered and approved by the full Board except in the limited circumstances described in the preceding sentence.
Risk management
Board oversight of corporate risk
OMNOVA’s Board plays an active role in directly and indirectly overseeing the management of OMNOVA’s risk. The Board exercises direct oversight of enterprise-wide risks, including operational, market, and strategic risks, and has delegated oversight of other risks and risk-related activities to its committees.
The Audit Committee oversees internal audit, financial reporting, compliance, and legal risks, and the implementation, management, and evaluation of appropriate internal controls.
The Compensation & Organization Committee oversees risks related to OMNOVA’s compensation policies and practices.
The Nominating & Corporate Governance Committee oversees risks related to current and emerging governance practices.
The Safety, Health, Environmental & Security Committee has oversight responsibility for the Company’s safety, environmental, health, and security risks. Additionally, the committee provides oversight, guidance, and support to management in structuring the Company’s enterprise risk management program.
While each committee is responsible for evaluating and overseeing the management of particular risks, the entire Board is regularly informed through committee reports of known risks to the strategy and business of OMNOVA. Committee Chairs are also responsible for bringing material matters within their respective committee’s risk oversight responsibility to the attention of the full Board.
OMNOVA’s management employs an enterprise risk management framework to identify, assess, and mitigate material risks to the Company. This framework is reviewed annually with the Safety, Health, Environmental & Security Committee and a report on the Company’s material risks, generated through that framework, is presented to the committee and to the full Board. Additionally, members of senior management regularly report on areas of material risk to the Board committees and to the Board as appropriate.
The Board believes that its leadership and committee structure assists the Board’s understanding of the Company’s material risks by allowing specialized committees to focus on risks within their expertise, and by providing the Board with a single-point resource, the Chief Executive Officer (who currently serves as a member of the Board), who can provide comprehensive insight into the material risks facing the Company.
Oversight of compensation practices and risks
OMNOVA’s compensation program is designed to offer compensation that rewards performance, is market competitive, and is aligned with OMNOVA’s short-term and long-term business objectives and the interests of shareholders. Annually, the Compensation & Organization Committee assesses the Company’s compensation policies and practices to determine if they inappropriately encourage excessive risk taking by employees and/or are reasonably likely to have a material adverse effect on the Company. As part of this assessment, the committee reviews the performance goals, incentive opportunities, and other material features of OMNOVA’s incentive compensation plans, as well the policies and practices that are designed to mitigate any risks that may be inherent in those programs. The Compensation & Organization Committee

12


engages its independent third-party compensation consultant, Pay Governance LLC, to assist with this assessment. Reviews of compensation plans by the Committee and OMNOVA management did not identify any plan that was reasonably likely to have a material adverse effect on OMNOVA or that would incentivize excessive risk taking. The material features, policies, and practices related to OMNOVA’s compensation programs for the Named Executive Officers are described under the heading “Compensation Discussion & Analysis” beginning on page 21 of this proxy statement.
Meetings and meeting attendance
The Board meets regularly during the year, and holds special meetings or acts by unanimous written consent as circumstances require. The Board and each of its committees meet in executive session at each regularly scheduled meeting. The Board and its committees held a total of twenty-five meetings during the 2017 fiscal year. The directors attended, on average, approximately 96% of these meetings, and no individual director attended less than 75% of required meetings. OMNOVA’s directors are requested to attend the annual meeting of shareholders, and all then-serving Board members did so for 2017.
Related-party transactions
OMNOVA’s Business Conduct Policies require all employees and directors of the Company and their related persons to avoid conflicts of interest with OMNOVA. Any transaction, relationship, or arrangement with OMNOVA in which a director, employee, or other related person has a direct or indirect material interest (excluding compensation for service as an officer or director) is subject to review by the Company’s law department and the Audit Committee to prevent, minimize, or where possible eliminate conflicts of interest.
During the 2017 fiscal year and through the date of this proxy statement, there were no transactions between OMNOVA and any employee, director, greater-than-5% shareholder, or their related persons that were required to be disclosed under Item 404(a) of Regulation S-K, and no such transactions are currently contemplated.
Board effectiveness
The Board is committed to continuous improvement through a rigorous self-evaluation process designed to solicit candid feedback about areas where the Board is functioning effectively and areas where the Board believes it can improve. During 2017, the Nominating & Corporate Governance Committee recommended to the Board an updated, comprehensive annual review cycle, through which each individual director would be asked to provide feedback on: (1) each OMNOVA director, whether or not the director is standing for reelection at the next annual meeting; (2) the Chairman of the Board; (3) the Board as a whole; and (4) each Board committee.
Individual director evaluations are conducted late in the fiscal year, prior to the renomination of any director to the Board. The Chair of the Nominating & Governance Committee, with assistance from the Chairman of the Board, conducts these individual director evaluations through oral interviews with each director. Feedback that may be applicable to all directors is reviewed during the December Board meeting, and individual feedback is provided to each director thereafter.
The Chairman, Board, and Board committee evaluations are conducted in advance of the Board’s annual organizational meeting in March, during which election of the Chairman and the composition of Board committees is considered. The Chairman’s evaluation is conducted by the Chair of the Nominating & Corporate Governance Committee through oral interviews with each director. The Chairman’s evaluation is discussed by the directors (excluding the Chairman) at the March Board meeting as part of the Board’s selection of its Chairman for the coming year.
Board and Board committee evaluations are conducted by the Corporate Secretary through written evaluation, with feedback provided to the Board and each Committee during their respective meetings.

13


Director education
OMNOVA hosts an orientation program to familiarize new Board members with its businesses, strategies, and policies, and to assist new directors in developing the skills and knowledge required for their service on the board of directors of a publicly-traded company. The Board also sponsors continuing education programs and presentations, and subscribes to Board-focused periodicals and webcasts, to assist the directors in maintaining the skills and knowledge necessary and appropriate for the performance of their responsibilities.
Succession planning
The Board is actively engaged in the Company’s talent management. The Compensation & Organization Committee reviews the Company’s human resources strategy in support of its business strategy at least annually and frequently discusses talent, talent development, incentives, challenges and opportunities with management during its meetings. The annual reviews include a detailed discussion of the Company’s executive leadership team, with a focus on succession planning for key positions at the senior management level. Following the Compensation & Organization Committee’s annual review, management presents its current succession plan and talent development strategies to the full Board for discussion.
In addition, the committees of the Board regularly discuss the talent pipeline for critical roles in their respective areas of oversight. High-potential leaders of the Company are given exposure and visibility to Board members through formal presentations, informal events, and one-on-one meeting opportunities at every regular Board meeting.
Communication with the Board
Shareholders and other interested parties are invited to contact the Board, in writing, concerning the Board and matters of corporate governance. Envelopes must be clearly marked “Board Communication” or “Director Communication.” The communication must identify the author and state whether the intended recipients are all members of the Board, a committee of the Board, or a specified director or directors. The Corporate Secretary routinely filters or redirects communications that are solicitations, consumer complaints, unrelated to the Company or its business, or pose a potential security risk to the addressee(s). Communications should be sent to OMNOVA’s headquarters at 25435 Harvard Road, Beachwood, Ohio 44122, addressed to the “Corporate Secretary” and marked “Confidential.”

14


Director compensation program
OMNOVA’s director compensation program seeks to further align the economic interests of the Company’s non-employee directors with the interest of OMNOVA’s shareholders. Annual compensation paid to each non-employee director of OMNOVA includes: (i) a cash fee and (ii) restricted share units. Directors do not receive additional per-meeting compensation for attending Board or committee meetings or Board-related activities, but OMNOVA reimburses reasonable expenses related thereto. Directors who serve in Board leadership roles (as chair of a committee or as the Board Chairman) receive additional cash fees for their increased responsibilities and time commitment. Ms. Noonan, an employee of OMNOVA, receives no compensation for her service as a director.
In early 2017, the Compensation & Corporate Governance Committee (predecessor to the Compensation & Organization Committee) reviewed OMNOVA’s director compensation program with the assistance of the committee’s independent compensation consultant, Pay Governance LLC. The review evaluated OMNOVA’s director compensation program in comparison to OMNOVA’s compensation peer group as well as twenty-five similarly sized Standard & Poors small cap companies. The review concluded that while OMNOVA’s director compensation program was structurally similar to the typical director compensation program in the evaluation group, the amount of compensation: (1) fell nearly 20% below the median of the comparison group and (2) fell below market norms for fees for committee chair service. After thorough review and discussion, the committee recommended, and the Board approved, the following director compensation program for 2017:
Annual Compensation Element
2017
($)
Cash Fees
75,000

Annual Restricted Share Units Grant
90,000

Board Chairman Fee
70,000

Audit Committee Chair Fee
15,000

C&O Committee Chair Fee
12,500

SHE&S Committee Chair Fee
7,500

NCGC Committee Chair Fee
7,500

The changes to the director compensation program for 2017 represented the first update to the director compensation program since March 2014, and brought the program in line with the median director compensation program for the evaluation group described above. The Compensation & Organization Committee has determined to review director compensation on an annual basis to ensure that the program generally remains consistent with market practices.
Restricted share units
As part of each director’s annual compensation, OMNOVA grants to each director restricted share units under OMNOVA’s 2017 Equity Incentive Plan. The number of shares granted is equal to $90,000 divided by the average closing price per OMNOVA common share on the New York Stock Exchange for the thirty trading days preceding the grant date. Regardless of the results of the calculation, OMNOVA’s 2017 Equity Incentive Plan, approved by shareholders in March 2017, limits grants to any individual, non-executive director to 50,000 shares in the aggregate during any calendar year. Restricted share units generally vest on the later of one year from the grant date or the date a director separates from the Board.
Deferral of cash fees
The Company’s Deferred Compensation Plan for Non-Employee Directors, an unfunded plan, allows each director to defer to a future date payment of the director’s cash fees (including committee and Board chairman fees) into phantom shares that track the price of OMNOVA common shares, into an S&P 500 index fund, or into a stable-value cash fund in which quarterly interest is credited. All distributions from the Deferred Compensation Plan for Non-Employee Directors are settled in cash, regardless of the investment program selected by the director.

15


2017 director compensation table
The following table sets forth certain information regarding the compensation earned by or paid to each non-employee director who served on the Board of Directors during the 2017 fiscal year.
Name
Fees Earned or Paid in Cash
($)
Stock
Awards
($)(1)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
Total
($)
David J. D'Antoni
75,000

90,102


165,102

Janet Plaut Giesselman (2)
87,500

90,102


177,602

Joseph M. Gingo
75,000

90,102


165,102

Michael J. Merriman (2)
82,500

90,102


172,602

James A. Mitarotonda
75,000

90,102


165,102

Steven W. Percy (2)(3)
90,000

90,102

52,500

232,602

Larry B. Porcellato (2)
82,500

90,102


172,602

Allan R. Rothwell
75,000

90,102


165,102

William R. Seelbach (2)
145,000

90,102


235,102

Robert A. Stefanko
75,000

90,102


165,102

 
 
(1)
Amounts reported as “Stock Awards” reflect the grant date fair value of restricted share units awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note O to the Consolidated Financial Statements contained in our 2017 Annual Report for an explanation of the assumptions made in valuing these awards.
On March 21, 2017, each of the directors received a grant of 9,956 restricted share units at a grant date fair market value of $9.05 per share. The number of restricted share units each director received was based on the equity grant value for the director compensation program, $90,000, divided by the thirty trading-day average price for OMNOVA’s common shares through March 20, 2017 ($9.04).
The aggregate amount of restricted share units shares held by each director at the Company’s fiscal year end 2017 is included for each director under the Column “Restricted Share Units” in the table “Ownership of OMNOVA Securities” found on page 18 of this proxy statement. Although that table is reported as of the record date, January 22, 2018, no director’s holdings of restricted share units shares changed from the end of fiscal 2017 through the record date. No director presently holds options for OMNOVA common shares.
(2)
Includes an additional retainer in respect of Board Chairman or Board committee chair responsibilities as follows: Janet Plaut Giesselman, $12,500 for service as chair of the Compensation & Organization Committee; Michael J. Merriman, $7,500 for service as chair of the Nominating & Corporate Governance Committee; Steven W. Percy, $15,000 for service as chair of the Audit Committee; Larry B. Porcellato, $7,500 for service as chair of the Safety, Health, Environmental & Security Committee; William R. Seelbach, $70,000 for service as Chairman of the Board of Directors.
(3)
In February 2000, the Board froze its Retirement Plan for Non-Employee Directors. Mr. Percy is the only currently-serving director who participated in this plan prior to the freeze and, in accordance with an election made at the time the plan was frozen, he has not accrued any additional service benefit since February 2000. The value of the benefit under the plan is based solely on the director’s tenure with the Board and the amount of the annual cash and equity retainer payable to directors at the time the benefit is paid. Therefore, the amount of the potential benefit is only subject to change in years where there is an overall change to directors’ compensation. Because there was a change to director compensation for the 2017 fiscal year, this column reflects the change in the value of Mr. Percy’s benefit under the plan during the 2017 fiscal year.


16


Corporate governance documents
OMNOVA’s Board committee charters, its Corporate Governance Guidelines, and its Business Conduct Policies (Code of Ethics) are all available on OMNOVA’s website: www.omnova.com. Copies of these documents will be delivered, free of charge, to any shareholder who contacts OMNOVA’s Corporate Secretary in writing at 25435 Harvard Road, Beachwood, Ohio 44122.
Corporate Governance Guidelines
The Board of Directors has adopted written Corporate Governance Guidelines that detail the Board’s corporate governance duties and responsibilities, many of which are described in this proxy statement. The Corporate Governance Guidelines are reviewed annually and updated periodically to take into consideration best practices in corporate governance and changes in applicable laws and regulations.
Business Conduct Policies (Code of Ethics)
OMNOVA is committed to the highest standards of personal and professional integrity and ethics. OMNOVA employees and directors are held to the standards set forth in the OMNOVA Solutions Business Conduct Policies, a code of ethics adopted by the Company. The Business Conduct Policies, which are reviewed and approved annually by the Audit Committee, cover a variety of subjects including sales practices, conflicts of interests, insider trading, financial reporting, mutual respect, environmental compliance, and compliance with laws. Only the Board is authorized to waive any provision of the Policies for OMNOVA’s executive officers or directors, and any waiver granted to executive officers or directors will be promptly disclosed on OMNOVA’s website. No such waivers were applied for or granted during the 2017 fiscal year.


17


Ownership of OMNOVA Securities
The following table reports the number of OMNOVA equity securities that were beneficially owned by the directors of the Company, the Named Executive Officers (as identified on page 21 of this proxy statement), and all directors and executive officers of the Company as a group. The table also sets forth the beneficial ownership of each person who has publicly reported ownership of more than 5% of OMNOVA’s common shares. Beneficially-owned OMNOVA equity securities include directly and indirectly-owned OMNOVA common shares and unvested restricted shares, as well as OMNOVA common shares that can be acquired within 60 days of the record date, Monday, January 22, 2018, through the exercise of an option or through the vesting of restricted share units, performance shares, or other share-based grants.
This information is provided as of the record date, except where otherwise noted.
Name
Common and Restricted Shares
(#)(1)
Restricted Share Units
(#)(2)
Total Beneficial Ownership
(#)(3)
Total Beneficial Ownership as a % of Outstanding Common Shares
(4)
Jay T. Austin (5)
82,588


82,588

0.18
%
David J. D'Antoni
20,023

80,785

100,808

0.22
%
Paul F. DeSantis
76,488


76,488

0.17
%
Janet Plaut Giesselman

31,728

31,728

0.07
%
Joseph M. Gingo
5,000

31,728

36,728

0.08
%
James C. LeMay
108,357


108,357

0.24
%
Michael J. Merriman
3,000

78,571

81,571

0.18
%
James A. Mitarotonda (6)
1,010,138

31,728

1,041,866

2.33
%
Marshall D. Moore
7,800

10,400

18,200

0.04
%
Anne P. Noonan
56,860


56,860

0.13
%
Steven W. Percy
15,617

80,785

96,402

0.22
%
Larry J. Porcellato
7,500

76,554

84,054

0.19
%
Allan R. Rothwell

65,979

65,979

0.15
%
William R. Seelbach
59,523

80,785

140,308

0.31
%
Robert A. Stefanko
2,513

80,785

83,298

0.19
%
All 15 Directors and Executive Officers as a group (5)
1,423,196

649,828

2,073,024

4.63
%
Royal Bank of Canada (7)
4,801,138


4,801,138

10.71
%
Wellington Management Company, LLP (8)
4,433,329


4,433,329

9.89
%
BlackRock et. al. (9)
3,390,028


3,390,028

7.57
%
Bank of New York Mellon Corporation (10)
2,776,436


2,776,436

6.20
%
 
 
(1)
This column includes each director’s or executive officer’s holdings or beneficial ownership of OMNOVA common shares and OMNOVA restricted common shares, as well as OMNOVA common shares held by executive officers in the OMNOVA Solutions Inc. Employee Share Purchase Plan or the OMNOVA common share stock fund of OMNOVA Solutions Retirement Savings Plan.
(2)
Restricted share units are granted annually to executives and to non-employee directors under OMNOVA’s 2017 Equity Incentive Plan. For executive officers, only restricted share units that are scheduled to vest within 60 days of the record date, Monday, January 22, 2018, are considered “beneficially owned” for purposes of this table. For more information concerning executive compensation, please see the discussion under the heading “Compensation Discussion & Analysis” beginning on page 21 of this proxy statement. For more information about director compensation, please see page 15 of this proxy statement.
(3)
The amounts reported in this column do not include shares that are committed for payment in cash upon vesting or distribution. Shares excluded for those reasons include shares held by directors under the Directors Deferred Compensation Plan and performance shares granted to executive officers under OMNOVA’s Long-Term Incentive Plan that are committed for payment in cash.

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(4)
The percentages reported in this column for each of OMNOVA’s directors, executive officers, and holders of more than 5% of OMNOVA common shares are based on OMNOVA’s 44,809,851 outstanding common shares on the record date, January 22, 2018.
(5)
Mr. Austin separated from the Company and was no longer an executive officer effective as of January 11, 2018. Per SEC requirement, Mr. Austin’s beneficial ownership is reported as of January 11, 2018. His ownership is excluded from the row “All 15 Directors and Executive Officers as a group” as he was not an executive officer of the Company on January 22, 2018.
(6)
The amounts reported for Mr. Mitarotonda under the “Common and Restricted Shares” column include 944,454 shares held directly by Barington Companies Equity Partners, L.P. (“Barington Equity”), and 65,684 shares held in the account of MSF Partners, LLLP (“MSF Account”), for which Barington Companies Investors, LLC (“Barington Investors”) serves as investment adviser. Mr. Mitarotonda is the sole stockholder of LNA Capital Corp. (“LNA”), the general partner of Barington Capital Group L.P. (“Barington Capital”), which is in turn the majority member of Barington Investors. Barington Investors serves as the general partner of Barington Equity. Accordingly, each of Mr. Mitarotonda, LNA, Barington Investors, and Barington Capital may be deemed to have sole power to vote and dispose of the shares owned by Barington Equity and the shares held in the MSF Account. Barington Equity may be deemed to have sole power to vote and dispose of the shares it owns directly. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
(7)
Based solely upon information contained in the Schedule 13F-HR filed by the Royal Bank of Canada (“RBC”) with the Securities and Exchange Commission on November 14, 2017. RBC reported that as of September 30, 2017, it had (a) shared investment discretion with RBC Global Asset Management (U.S.) for 4,801,134 shares, for which it had shared voting authority over 3,311,148 shares, and no voting authority over the remaining 1,489,986 shares, and (b) shared investment discretion with RBC Capital Markets, LLC for, and sole voting authority, over 4 shares. The reported address of RBC is 200 Bay Street, Toronto, Canada, A6 M5J2J5.
(8)
Based solely upon information contained in the Schedule 13F-HR filed by Wellington Management Group LLP (“Wellington”) with the Securities and Exchange Commission on November 13, 2017. Wellington reported that as of September 30, 2017, it had (a) shared investment discretion with Wellington Management Company LLP over 3,607,991 shares, of which it had shared voting authority over 2,838,311 shares and no voting authority over the remaining 769,680 shares, (b) shared investment discretion and voting authority with Wellington Trust Company, NA and Wellington Management Company LLP over 732,021 shares, and (c) shared investment discretion with Wellington Management International Ltd. for, but no voting authority over, 93,317 shares. The reported address of Wellington is 280 Congress Street, Boston, MA 02210.
(9)
Based solely upon information contained in the Schedules 13F-HR filed with the Securities and Exchange Commission on November 14, 2017 by each of BlackRock, Inc., BlackRock Advisors, LLC, BlackRock Fund Advisors, BlackRock Investment Management, LLC, BlackRock Group Limited, and BlackRock Institutional Trust Company, N.A. The entities reported their beneficial ownership of OMNOVA common shares as follows, as of September 30, 2017: (a) BlackRock, Inc. had (i) sole investment discretion over 10,176 shares, of which it had sole voting authority over 6,223 shares, and no voting authority over the remaining 3,953 shares; (b) BlackRock Advisors, LLC had sole investment discretion and voting authority over 145,197 shares; (c) BlackRock Fund Advisors had sole investment discretion and voting authority over 1,413,460 shares; (d) BlackRock Investment Management, LLC had sole investment discretion and voting authority over 161,171 shares; (e) BlackRock Group Limited had sole investment discretion over 71,975 shares, of which it had sole voting authority over 20,734 shares and no voting authority over 51,241 shares; and (f) BlackRock Institutional Trust Company, N.A. had sole investment discretion over 1,588,049 shares, of which it had sole voting authority over 1,499,865 shares, and no voting authority over 88,184 shares. BlackRock, Inc. specifically disclaims investment discretion over the holdings reported by its subsidiaries. The reported address of BlackRock Inc. is 55 East 52nd Street, New York, NY 10022.
(10)
Based solely upon information contained in the Schedule 13F-HR filed by Bank of New York Mellon Corporation (“BNYM”) with the Securities and Exchange Commission on November 6, 2017. BNYM reported that as of September 30, 2017, it had (a) shared investment discretion with The Bank of New York Mellon, and sole voting authority, over 306,695 shares; (b) shared investment discretion with The Boston Company Asset Management, LLC, and sole voting authority, over 979,881 shares; (c) shared investment discretion with The Dreyfus Corporation, and sole voting authority, over 1,427,710 shares; (d) shared investment discretion with Mellon Capital Management Corporation over 61,822 shares, of which it had sole voting authority over 23,487 shares and no voting authority over the remaining 38,335 shares, and (e) shared investment discretion with BNY Mellon Capital Markets, LLC, and sole voting authority, over 328 shares. The reported address of BNYM is 225 Liberty Street, New York, NY 10286.

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Equity ownership requirements and holding periods
The Compensation and Corporate Governance Committee of the Board has determined that: (i) each non-employee director should own at least 40,000 equity securities of OMNOVA; (ii) the Chief Executive Officer should own at least 350,000 equity securities of OMNOVA; and (iii) the other executive officers should own at least 75,000 equity securities of OMNOVA. Until the ownership guidelines are satisfied, executive officers (including the Chief Executive Officer) are not permitted to sell any OMNOVA common shares that are acquired upon the vesting of restricted shares or restricted share units, the issuance of any stock-based performance shares, or the exercise of stock options (other than those that may be sold to cover withholding taxes). Newly-elected directors and officers are required to come into compliance with the equity ownership requirements within five years of their appointment or election. As of the record date for the Annual Meeting, January 22, 2018, all officers or directors were in compliance with these requirements, or on track to come into compliance with these requirements within the timeline established by the Committee.
Hedging and pledging
OMNOVA strictly prohibits its directors and executive officers from engaging in hedging transactions involving OMNOVA equity securities or from pledging OMNOVA equity securities as collateral for any transaction. During the 2017 fiscal year, no director or executive officer hedged against, or pledged as collateral, any OMNOVA securities.
Section 16(a) beneficial ownership reporting compliance
OMNOVA’s directors, executive officers, and beneficial owners of more than 10% of any class of equity securities of OMNOVA are required to report their ownership and certain changes in ownership of OMNOVA equity securities to the Securities and Exchange Commission. The Securities and Exchange Commission has established certain due dates and requirements for these reports. Based solely on a review of copies of such reports furnished to OMNOVA or written representations that no other reports were required, OMNOVA knows of no director or executive officer who failed to timely file any report required to be filed during the 2017 fiscal year.

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Compensation Discussion & Analysis
This Compensation Discussion & Analysis (“CD&A”) provides an overview of OMNOVA’s executive compensation philosophy and practices, and the factors considered by the Compensation & Corporate Governance Committee in granting, and its successor, the Compensation & Organization Committee, in delivering, executive compensation for the 2017 fiscal year. The two committees are referred to in this CD&A, collectively, as the “Committee”.
This CD&A focuses on the individuals named in the following table (the “Named Executive Officers”), with their respective titles during the fiscal year and the year of hire or promotion to those roles listed next to their names. In its Current Report on Form 8-K filed on January 12, 2018, the Company disclosed that Mr. Austin’s position had been eliminated as of January 11, 2018 and that he would be leaving the Company.
Name
Current Title
Year Hired /
Promoted
Anne P. Noonan
President and Chief Executive Officer
2016
Paul F. DeSantis
Senior Vice President and Chief Financial Officer; Treasurer
2014
James C. LeMay
Senior Vice President, Corporate Development; General Counsel
2000
Jay T. Austin
Former Senior Vice President, Global Operations and Supply Chain
2017
Marshall D. Moore
Chief Technology Officer and Senior Vice President, Operations
2018
To review some of the elements of OMNOVA’s performance for the 2017 fiscal year that were considered by the Committee in determining the compensation of the Named Executive Officers, please see page S-2 of this proxy statement.
The definition of certain financial goals and metrics (Weighted Working Capital Days, EBIT, EPS, Segment Operating Profit, ROAE, ROIC and Relative TSR) used throughout this discussion can be found on page 39 of this proxy statement.
Compensation practices
OMNOVA’s compensation program incorporates a number of best practices in executive compensation program governance:
What we do
 
What we do not do
Place a significant portion of executive compensation at risk
 
No active supplemental executive retirement plans
Impose meaningful share ownership and holding requirements
 
No hedging or pledging of OMNOVA securities by executives or directors
Regularly review share utilization by compensation plans
 
No “timing” of equity grants
Include relative performance as a component of long-term performance incentives
 
No repricing of stock options without shareholder approval
Include minimum performance requirements and maximum performance caps on performance-based compensation
 
No duplication of metrics in annual and long-term incentive plans
Tie annual and long-term incentives to objective performance measures
 
No new executive plans or agreements with tax gross ups
Set rigorous annual and long-term incentive performance objectives
 
No “single-trigger” change in control provisions in incentive compensation plans (beginning in 2017) or employment agreements
Balancing executive compensation to encourage prudent risk taking
 
No guaranteed minimum bonuses
Maintain an executive compensation recovery policy
 
No factors that encourage excessive risk taking, which is assessed annually
Measure long-term performance over a three-year horizon
 
 

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Compensation philosophy
OMNOVA operates in the highly competitive specialty chemicals and engineered surfaces industries. To grow the business and compete on a global scale, the Company must successfully recruit, reward, and retain talented business leaders, and they, in turn, must perform for the Company and drive its strategy at a high level. To that end, the Committee is committed to maintaining a compensation program driven by a pay-for-performance philosophy that is aligned with the interest of OMNOVA shareholders in sustainable, long-term, profitable growth.
The Committee believes this philosophy is best implemented through a compensation program that:
establishes a straightforward and transparent connection between incentive compensation opportunities and the short-term and long-term performance of the Company;
is market-competitive and reasonable; and
contributes to attracting and retaining high-caliber executives who can contribute to the Company’s success.
In determining whether this philosophy is being delivered, the Committee considers both compensation reported in the Summary Compensation Table (provided on page 41 of this proxy statement) and “Realized Compensation.” The Committee believes that the Summary Compensation Table, which is structured in accordance with SEC requirements, does not provide the best format for evaluating the links between the Chief Executive Officer’s performance and her compensation. After considering possible alternatives, the Committee concluded that Realized Compensation is the most easily understood measure of compensation actually earned by the Chief Executive Officer as a result of performance outcomes.
“Realized Compensation” for a fiscal year is defined as the sum of base salary and annual incentives, the value of the performance awards earned for performance periods ending during that fiscal year, and the value of restricted shares that vested during that fiscal year. Realized Compensation measures the value of long-term variable and performance-based compensation that has been earned or vested during the year due to the attainment of performance goals and changes in OMNOVA’s common share price over time. By contrast, compensation reported in the Summary Compensation Table includes the accounting value of long-term variable and performance-based compensation that was granted during the year (valued as of the date it was granted). Realized Compensation excludes amounts reported in: (1) the “Change in Pension Value” column of the Summary Compensation Table, because this column reports changes in actuarial or accounting present value of certain benefits (not actual compensation “in hand”), and (2) the “All Other Compensation” column of the Summary Compensation Table, because this column reports amounts that are not performance-based and amounts that are required to be reported in the current fiscal year (regardless of when paid) as a result of a separation from employment with the Company.
To illustrate how Realized Compensation more clearly shows compensation paid for performance outcomes, during fiscal year 2017, Ms. Noonan earned compensation for the vesting of performance shares granted to her in early 2016. Achievement against performance goals for these shares was measured during a period that began in fiscal 2016 and concluded at the end of fiscal 2017. Based on achievement against these goals, Ms. Noonan earned approximately 78% of the target performance shares. However, because the price of the Company’s common shares increased significantly during fiscal 2016 and 2017 (from $6.92 on December 1, 2015 to $10.70 at November 30, 2017), the value of the performance shares that she earned was significantly higher (138%) than the grant date fair value of the performance shares. In other words, while Ms. Noonan earned fewer performance shares than expected, the shares she did earn were significantly more valuable at vesting than when they were granted.
The value of these performance shares only appears in Ms. Noonan’s Summary Compensation Table data for fiscal 2016 based on their grant date fair value (the target number of performance shares granted multiplied by the price of OMNOVA common shares on January 20, 2016). However, the Summary Compensation Table does not report (and provides no method to report) the value Ms. Noonan actually earned for those performance shares at the end of fiscal 2017. Accordingly, the Summary Compensation

22


Table cannot show the impact of performance (either performance against goals or share price performance) on the number and value of performance shares earned by Ms. Noonan.
Similarly, during 2017, Ms. Noonan vested in restricted shares that were granted in connection with her hire by the Company in 2014. Over the three-year vesting period, the value of these restricted shares increased with the increase in OMNOVA’s share price (from $7.39 on September 22, 2014 to $9.10 on September 22, 2017). As with the performance shares, the value of these restricted shares at vesting is not included in Ms. Noonan’s Summary Compensation Table data for fiscal 2017. Instead, Ms. Noonan’s Summary Compensation Table data for fiscal 2017 includes the value of restricted share units that were granted to her in February 2017 at their grant date fair value.
Accordingly, the Committee emphasizes Realized Compensation when considering whether its pay-for-performance compensation philosophy is being effectively implemented, because Realized Compensation focuses on the compensation actually earned for performance outcomes, while the Summary Compensation Table which focuses on the accounting expense of compensation at grant.
The following chart shows the total Summary Compensation Table compensation (“Reported Compensation”), and the corresponding Realized Compensation, for the Chief Executive Officer for the past three fiscal years. Amounts for fiscal years 2015 and 2016 relate to compensation paid to the Company’s former Chief Executive Officer, who resigned from the Company effective at the end of the 2016 fiscal year. Amounts for the 2017 fiscal year relate to compensation paid to the Company’s current Chief Executive Officer, Ms. Noonan.
realizedpaya08.jpg
The above chart and discussion are not intended as a substitute for the 2017 Summary Compensation Table and the other disclosures beginning on page 41 of this proxy statement. Instead, they provide additional information designed to give shareholders a concise method of understanding how performance-outcomes affect the actual compensation earned by the Named Executive Officers.

23


Key compensation components
The components of OMNOVA’s direct compensation program, and recent actions and adjustments, are summarized below.
Element
Characteristic
Purpose
Recent Actions and Adjustments
Base Salary
Fixed compensation, subject to annual review and adjustment in the Committee’s discretion
Provide market-competitive wages reflective of the responsibilities and duties of the individual’s role and contribution
For 2017, the Committee approved a market increase in the salaries of the Named Executive Officers (other than the Chief Executive Officer), in the range of 3-4%. Ms. Noonan’s base salary was established at her promotion to Chief Executive Officer on December 1, 2016.

In connection with Mr. Moore’s promotion to Chief Technology Officer and appointment as an executive officer, the Committee set Mr. Moore’s base salary at $280,000. In connection with Mr. Austin’s acceptance of new responsibilities for global operations, the Committee increased his base salary to $315,000.

Please see “Base salary” for additional details.
Annual Incentive
At-risk, performance-based compensation, tied to the achievement of short-term financial and strategic goals
Motivate and reward executives for achieving annual financial and strategic goals and value creation for shareholders
2017 annual incentives were funded by the Committee at 100% of target reflecting above threshold EBIT performance (weighted at 80%) and maximum Weighted Working Capital Days performance (weighted at 20%).
In designing the 2017 annual incentive plan, the Committee maintained from 2016 the levels of bonus opportunities as a percentage of salary for target performance for all Named Executive Officers. The Chief Executive Officer’s bonus opportunities were established at her promotion to Chief Executive Officer on December 1, 2016.
Please see “Annual incentive” for additional details.
Performance Shares
At-risk, performance-based compensation, tied to (i) the achievement of performance goals over a three-year period and (ii) the Company’s share price appreciation during that period
Focus executives on financial and strategic objectives over a longer measurement period, and reward performance and long-term value creation for shareholders
Payouts for the 2016-2017 performance shares were funded at 78% of target. Performance on the two-year cumulative EPS metric (weighted at 80%) and on the Average ROAE metric (weighted at 20%) were above threshold but below target, resulting in the Named Executive Officers earning a below-target number of performance shares. However, he overall value of the 2016-2017 performance shares increased due to the improvement in OMNOVA’s common share price during 2016-2017 period.
The Committee revised the performance objectives used for performance shares, and began a transition to a longer performance measurement period for performance shares, with grants made in early 2017. Performance opportunities were unchanged from 2016, although 2017 reflects the first year Ms. Noonan was granted performance shares reflecting her role as the Company’s Chief Executive Officer.
Please see "Long-term incentive—Performance shares" for additional details.
Time-Based Equity
At-risk, service-based compensation linked to OMNOVA’s share price appreciation over a three-year cliff vesting period
Enhance the long-term retention of high-caliber executives while motivating actions focused on long-term share price appreciation
For 2017, the Committee maintained the value of time-based equity for the Named Executive Officers (other than Ms. Noonan) at 35% of base salary. The value of Ms. Noonan’s time-based equity grant, at 75% of base salary, was established at her promotion to Chief Executive Officer on December 1, 2016.
For 2017 and forward, the Committee determined to issue time-based equity for all OMNOVA employees, including Named Executive Officers, in the form of restricted share units (rather than restricted shares) to provide retirement-eligible employees with more certainty in tax planning. Please see “Long-term incentives—Time-based equity” for additional details.
Each year the Committee evaluates the mix of compensation components that the Chief Executive Officer and the Named Executive Officers would receive assuming target performance across all compensation components. The mix is set based upon competitive market pay data for executive officers having similar roles to the Named Executive Officer, as well as individual performance considerations. Generally, the mix of compensation components is consistent between the Named Executive Officers (other than the Chief Executive Officer). With respect to long-term incentives, the Committee emphasizes performance-based grants over time-based equity, which is more consistent with the Company’s performance culture and increases the compensation program’s alignment with shareholders’ interests.

24


For fiscal year 2017, approximately 78% of the target compensation opportunity for OMNOVA’s Chief Executive Officer, and approximately 63%, on average, of the target compensation opportunity for the other Named Executive Officers, was at risk, as illustrated in the following charts:
tdcceoa11.jpg
tdcneoa10.jpg
The subsequent pages describe how each component of compensation was determined for the Named Executive Officers for the 2017 fiscal year.
Base salary
Generally, the Committee seeks to maintain base salaries for the Named Executive Officers within a reasonable range of the market median for executive officers having similar responsibilities in comparably-sized companies. Base salaries are established and reviewed by the Committee for each Named Executive Officer every year.
The Board of Directors established Ms. Noonan’s 2017 salary with her promotion to the role of Chief Executive Officer on December 1, 2016. In establishing her base salary, the Board conducted a market assessment, with the support of the Committee’s independent compensation consultant, Pay Governance LLC, of the starting base salaries for internally-promoted chief executive officers. The assessment concluded that the median base salary for an internally-promoted chief executive officer is approximately 85% of a departing chief executive officer’s salary. Accordingly, the Board set Ms. Noonan’s base salary for 2017 at $640,000 (approximately 81% of the base salary of OMNOVA’s prior Chief Executive Officer and below the median of the Company’s peer group).
For fiscal 2017, the Committee approved market salary increases ranging between 3% and 4% for the Named Executive Officers (excluding the Chief Executive Officer). In connection with his promotion to Senior Vice President and Chief Technology Officer, as well as his election as an executive officer of the Company, the Committee approved a base salary of $280,000 for Mr. Moore. Accordingly, Mr. Moore did not receive a market salary increase. Mr. Austin initially participated in the market increase of Named Executive Officer base salaries described above. Subsequently, upon accepting additional responsibility for managing the Company’s global operations, the Committee increased Mr. Austin’s salary to $315,000 (which resulted in an overall base salary increase for Mr. Austin of approximately 9% from 2016).
With respect to both the general market salary increase and the increases for Messrs. Austin and Moore, the Committee conducted a market assessment with the support of Pay Governance LLC. Even after these salary changes, the salaries of the Company’s Named Executive Officers (other than the Chief Executive Officer) continued to approximate market medians for similarly-situated executive officers within the Company’s peer group and other companies of OMNOVA’s size.

25


Annual incentive
All Named Executive Officers (including the Chief Executive Officer) participate in the OMNOVA Annual Incentive Plan, a performance-based cash incentive program. Annual incentive payments are earned based on the Company’s achievement against performance goals tied to short-term financial and strategic measures established by the Committee early in the fiscal year. In establishing annual incentive performance goals, the Committee sets a target level of performance, as well as a threshold level of performance (under which no incentive bonus is earned) and a maximum level of performance (over which no greater incentive bonus is can be earned).
For the 2017 annual incentive, the Committee maintained the level of each Named Executive Officer’s annual incentive opportunity (other than the Chief Executive Officer) at 2016 levels. The Named Executive Officers (other than Ms. Noonan) were each eligible for an annual incentive opportunity ranging from 30% of base salary at threshold performance to 120% of base salary at maximum performance, with target performance set at 60% of base salary.
Ms. Noonan’s 2017 annual incentive opportunities were established by the Board at 50% of her base salary at threshold performance to 200% of her base salary at maximum performance, with target performance set at 100% of her base salary. Ms. Noonan’s target opportunity of 100% remained unchanged from OMNOVA’s prior Chief Executive Officer. However, as part of the Board’s assessment of the Chief Executive Officer compensation program at her hire, the Committee established higher threshold and maximum opportunities for Ms. Noonan (50% and 200% of base salary, respectively, compared with 33% and 150% of base salary for the prior Chief Executive Officer), which increases were offset with a reduction of time-based equity grants described under the heading “—Time-based equity” below.
The Committee seeks to establish rigorous annual incentive performance goals, aligned with the corporate strategy, that incentivize the Named Executive Officers to achieve enhanced business performance and to increase the Company’s value for shareholders. Structurally, below-target performance will result in below-median annual incentives, and above target performance will result in above-median annual incentives. From 2013 through 2017, the annual incentive program has, on average, paid bonuses at 62% of the target incentive opportunity to the Chief Executive Officer, including two years in which at or near-target performance was achieved (2016 and 2017), and one year in which performance fell below threshold resulting in no incentive payment (2014). The following chart illustrates the effect of the Committee’s challenging goal setting on the annual incentives actually paid to the Chief Executive Officer (as a percentage of the target opportunity) over the last five fiscal years:
aiphistory.jpg
The annual incentives for 2017 required achievement against two performance goals: (1) EBIT, weighted at 80%, (2) Weighted Working Capital Days, weighted at 20%. EBIT, a measure of the Company’s operating profit, directly affects short-term shareholder value and is therefore afforded the greatest weight. Likewise, the Committee continued evaluating Weighted Working Capital Days for 2017 to tie a significant portion of the Chief Executive Officer’s and Named Executive Officers’ compensation to the Company’s strategic goal

26


of significantly reducing its overall working capital. For 2017, the Committee eliminated volume and sales growth goals, recognizing that the Company’s strategic evolution toward becoming a premier global innovative specialty solutions provider would require the Company to be agile in both acquiring and divesting lines of business in its portfolio. Setting absolute volume and sales targets would be inconsistent with the strategic flexibility needed to critically evaluate and make decisions concerning the Company’s portfolio (which might temporarily inflate or reduce volume and sales for any given period).
If threshold performance is not achieved on the EBIT performance goal, no portion of the annual incentive is paid for the year even if the Weighted Working Capital Days goal is at or above threshold. If threshold performance is not achieved on the Weighted Working Capital Days goal, the portion of the incentive attributed to Weighted Working Capital Days is not funded for the year.
When establishing the level of EBIT and Weighted Working Capital Days performance at each opportunity level for 2017, the Committee considered (among other things): (1) with respect to target, the level of performance the Company anticipated achieving as part of its 2017 operating plan, (2) with respect to threshold, setting threshold performance higher than the Company’s actual performance results for 2016, and (3) with respect to maximum, setting a level of performance that would demonstrate a significant improvement over the Company’s then-current performance, while being reasonably achievable with outstanding efforts.
The following table shows the levels of required performance determined by the Committee for the 2017 annual incentive plan, OMNOVA’s performance against those performance goals, and the calculated and approved funding for the 2017 annual incentive plan:
Metric
Performance Required
Actual Result
Funding Rate
Weight
Weighted Funding
Threshold
Target
Maximum
EBIT (in $ millions)
53.6

59.8

65.4

57.5

81.5
%
80
%
65.2
%
Weighted Working Capital Days
63.4

60.7

57.7

57.4

200.0
%
20
%
40.0
%
 
 
 
Total Plan Funding
 
105.2
%
 
 
 
Committee Approved Funding
 
100.0
%
Performance falling between threshold and target, or between target and maximum, is interpolated. The Named Executive Officers cannot receive an annual incentive payment in excess of the maximum opportunity. Based on the Committee’s approved funding level, the Committee confirmed the following payouts for the 2017 annual incentive plan:
Name
Target Annual Incentive
($)
Achieved
Payment
($)
Award
(% of Base Salary)
Anne P. Noonan
640,000

640,000

100
%
Paul F. DeSantis
269,400

269,400

60
%
James C. LeMay
225,300

225,300

60
%
Jay T. Austin
189,000

189,000

60
%
Marshall D. Moore
168,000

168,000

60
%

27


Long-term incentives
Performance shares
The Chief Executive Officer and the Named Executive Officers are eligible to receive performance shares through the OMNOVA Long-Term Incentive Plan or the OMNOVA 2017 Equity Incentive Plan. Performance shares are book entry units that track the price of OMNOVA common shares, and may be settled in cash or stock. The Committee’s historical practice has been to require that all performance shares be settled in cash at the end of the performance measurement period to prevent dilution from the issuance of performance shares.
The number of performance shares that can be earned depends upon achievement against performance goals established by the Committee at the beginning of the performance measurement period. In establishing performance goals for the performance shares, the Committee sets a target level of performance, as well as a threshold level of performance (under which no performance shares are earned) and a maximum level of performance (over which no additional performance shares are earned).
As with the annual incentive, the Committee seeks to establish rigorous performance goals for performance shares which are aligned with the Company’s long-term strategic priorities and which promote growth in long-term shareholder value. Structurally, below-target performance will result in below-median long-term incentives, and above target performance will result in above-median long-term incentives. From 2013 to 2017, performance shares have been earned at 76% of the target opportunity, with significant variability between performance periods, including two performance measurement periods in which performance shares were earned well below the target opportunity (the 2013-2014 and 2014-2015 performance shares). The following chart illustrates the effect of the Committee’s challenging goal setting for the performance shares (reflected as the percentage of target performance shares earned) for performance measurement periods ending during the last five fiscal years:
pshistory.jpg
To further align the value of performance shares to growth in long-term shareholder value, the final value of the performance awards is also determined by the change in the price of OMNOVA’s common shares during the performance measurement period. Accordingly, even if performance shares are earned at target performance, the amount ultimately paid in settlement of the performance shares may exceed (or fall below) the grant date value of the target opportunity due to the increase or decrease in OMNOVA’s common share price over the performance measurement period.
For long-term incentives granted before 2017, performance was measured over a cumulative two fiscal year period. Beginning with awards granted in 2017, the Committee implemented a transition of the performance measurement period to three fiscal years.

28


2016-2017 performance shares
For the performance measurement period beginning December 1, 2015 (the start of the 2016 fiscal year) and ending on November 30, 2017 (the end of the 2017 fiscal year) (the “2016-2017 Period”), the Committee established the number of performance shares that each executive could receive based on threshold, target, and maximum performance. To moderate day-to-day volatility in OMNOVA’s common share price, the Committee determined that the performance shares would be paid in cash based on the average value of OMNOVA’s common shares for the final thirty trading days of the 2016-2017 Period.
To determine the performance share opportunities for the Named Executive Officers, the Committee first determined the overall value of threshold, target, and maximum performance as a percentage of each officer’s base salary. The Committee set performance share opportunities for the Named Executive Officers at threshold, target, and maximum at 25%, 50%, and 100% of base salary, respectively, consistent with 2016 opportunities. Because Ms. Noonan was a Named Executive Officer (but not the Chief Executive Officer) at the time performance shares were granted to her for the 2016-2017 Period, Ms. Noonan’s opportunities (as a percentage of base salary) for the 2016-2017 Period remained the same as the other participating Named Executive Officers.
To determine the number of performance shares represented by the threshold, target, and maximum opportunities, the Committee divided the dollar value assigned to each level of performance by $6.18, the average closing price per OMNOVA common share for the first thirty trading days of the 2016-2017 Period. This procedure helps the Committee moderate day-to-day volatility in OMNOVA’s common share price and avoid the granting of an artificially high or low number of performance shares due solely to fortunate (or unfortunate) timing.
The Committee also established two weighted performance goals: a two-year cumulative EPS goal, weighted at 80%, and a two-year average ROAE goal, weighted at 20%. In the view of the Committee, two-year cumulative EPS is aligned to the long-term interests of shareholders and is commonly referred to by investors when making investment decisions. It therefore bears the greatest weight. Two-year average ROAE reflects the effectiveness of the Company’s strategic investments, its deployment of capital, and its efficient use of its assets in the production of EPS.
When establishing the level of cumulative EPS and average ROAE performance at each opportunity level for the 2016-2017 Period, the Committee considered (among other things): (1) establishing challenging objectives that reflected the Company’s overall improvement in financial and operating performance, (2) ensuring an appropriate relationship between the increase in compensation and the value realized by shareholders as performance increases from threshold to maximum, and (3) with respect to the maximum opportunity, setting performance objectives that would demonstrate a significant improvement over the Company’s then-current performance, while being reasonably achievable with outstanding efforts.
The following table provides the levels of required performance determined by the Committee for each performance goal for the 2016-2017 Period, OMNOVA’s actual performance against those performance goals, and the calculated and approved funding for the 2016-2017 Period:
Metric
Weight
Performance Required
Actual Result
Funding Rate
Weight
Weighted Funding
Threshold
Target
Maximum
Two-Year Cumulative EPS
80.0
%
$
0.82

$
1.23

$
1.50

$
1.06

79.2
%
80
%
63.4
%
Two-Year Average ROAE
20.0
%
6.86
%
8.33
%
9.33
%
7.67
%
77.6
%
20
%
15.5
%
 
 
 
 
Total Plan Funding
 
78.9
%
 
 
 
 
Committee Approved Funding
 
78.0
%
The following table provides, for each Named Executive Officer (other than Mr. Moore, who was not an executive office when performance shares were granted for the 2016-2017 Period), the number of performance shares that could have been earned at each level of performance, the number of performance shares actually earned by that officer based on the funding approved by the Committee, and the cash amount that was paid to each Named Executive Officer in settlement of the performance shares.

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Name(1)
Performance Shares Awarded at:
Performance Shares Earned
(#)
Cash Value of Earned Performance Shares
($)(2)
Cash Value
 (% of Target Incentive Opportunity)
Cash Value
(% of Base Salary)(3)
Threshold
(#)
Target
(#)
Maximum
(#)
Anne P. Noonan
16,600

33,300

66,500

25,940

283,784

138
%
44
%
Paul F. DeSantis
17,500

35,000

70,100

27,288

298,531

138
%
66
%
James C. LeMay
14,700

29,500

59,000

22,978

251,379

138
%
67
%
Jay T. Austin
11,800

23,600

47,300

18,400

201,296

138
%
66
%
 
 
(1)
Mr. Moore was not an executive officer at the time the performance shares were granted for the 2016-2017 Period.
(2)
The cash settlement value of the performance shares earned by the Named Executive Officers was determined by multiplying the number of earned performance shares by OMNOVA’s common share price for the final thirty trading days of the 2016-2017 Period ($10.94).
(3)
Ms. Noonan’s performance shares were granted based on her salary at the time of grant (when she was President of the Company’s former Performance Chemicals segment). Accordingly, the cash value of her earned performance shares as a percentage of base salary is less than the other participating Named Executive Officers (due to the increase in her salary when she became Chief Executive Officer on December 1, 2016).
2017-2019 performance shares
For a three-year performance period beginning on December 1, 2016 (the beginning of the 2017 fiscal year) and ending November 30, 2019 (the end of the 2019 fiscal year) (the “2017-2019 Period”), the Committee established the number of performance shares that each executive could receive for threshold, target, and maximum performance. As with the performance shares for the 2016-2017 Period, the Committee first determined the overall value of threshold, target, and maximum performance as a percentage of each officer’s base salary. These performance share opportunities remained unchanged from opportunities for the 2016-2017 Period (25%, 50%, and 100% of base salary) for the Named Executive Officers other than the Chief Executive Officer. Although the performance share opportunities for the Chief Executive Officer were unchanged from the prior year (60%, 125%, and 200% of base salary), Ms. Noonan was first able to participate in Chief Executive Officer-level performance share opportunities with the grant for the 2017-2019 Period. To determine the number of performance shares represented by the threshold, target, and maximum opportunities, the Committee divided the value of each level of performance by $9.43, the average closing price per OMNOVA common share for the thirty trading days preceding the grant date. The resulting number of performance shares for each officer was then rounded to the nearest hundred shares.
The following table provides the performance share opportunities that were determined by the Committee for each Named Executive Officer at each performance level:
Name
Performance Shares Awarded at:
Threshold
(#)
Target
(#)
Maximum
(#)
Anne P. Noonan
40,700

84,800

135,700

Paul F. DeSantis
11,900

23,800

47,600

James C. LeMay
10,000

19,900

39,800

Jay T. Austin
8,100

16,200

32,300

Marshall D. Moore
7,400

14,800

29,700

In connection with making performance share grants in early 2017, the Committee evaluated the performance metrics that it had previously employed to measure long-term performance, as well as the relative weighting of each performance metric within the measurement period. Following its review, the Committee concluded to make the following changes for performance shares issued in 2017. First, the Committee determined to continue using a cumulative EPS metric, given the direct connection between EPS growth and long-term value for the Company’s shareholders. However, the Committee determined to reduce the weighting of cumulative EPS to 40%, so that other long-term performance metrics could be emphasized. Second, the Committee elected to move from an average ROAE metric to an average ROIC metric, as ROIC more clearly reflects the Company’s capacity to generate returns through utilization of its

30


productive assets than average ROAE, which is an important factor in evaluating the Company’s execution of its long-term strategic plans. The Committee determined that average ROIC would be weighted at 40%.
Lastly, in consideration of feedback received from the Company’s largest shareholders and other stakeholders, the Committee determined to include a relative performance metric, Relative TSR, to provide a goal linked directly to shareholder value. However, because Relative TSR may be influenced by factors other than the Company’s achievement of its long-term strategic objectives, and to observe the impact of relative performance in the compensation structure, the Committee set the weight of the Relative TSR metric at 20%. The Committee also determined that the comparison group for the Relative TSR metric would be those companies within the Russell 3000 classified as being in the “Materials” industry group and the “Chemicals” industry under the Global Industry Classification System as of the start of a performance measurement period.
Due to the competitive sensitivity and forward-looking nature of the Company-specific metrics used in the 2017-2019 Period, OMNOVA does not disclose, until the end of the performance period, the levels of performance required for the performance goals of an in-progress long-term incentive. The Committee nonetheless views those performance goals as challenging and subject to risk. With respect to the Relative TSR measure, the Committee established the threshold, target, and maximum objectives at the 25th, 50th, and 75th percentiles, respectively, of the Relative TSR comparison group’s performance.
Time-based equity
The Committee grants time-based equity to the Named Executive Officers to:
further align the interests of the Named Executive Officers to those of the Company’s shareholders by linking a component of compensation directly to OMNOVA’s share price;
help ensure that the Named Executive Officers establish and maintain robust share ownership positions; and
establish a strong incentive for the Named Executive Officers to remain with the Company over the long term.
Beginning with grants made in 2017, the Committee determined that time-based equity grants to Company employees (including the Named Executive Officers) should be made in the form of restricted share units, rather than restricted shares as previously employed by the Company. The Committee concluded that this change would add additional certainty in tax planning for OMNOVA’s retirement-eligible employees without adding any additional expense or administrative difficulty to these grants. Restricted share units provide the right to receive OMNOVA common shares at some point in the future. Employees are generally required to remain employed with OMNOVA until the scheduled vesting date to vest in the restricted share units.
Generally, the amount of time-based equity the Named Executive Officers receive is equal to a percentage of their base salary, divided by the average price of OMNOVA common shares for the thirty trading-days preceding the grant date. As with performance shares, this thirty-day average share price is employed to moderate volatility in the price of OMNOVA’s common shares. For 2017, the percentage of base salary used to determine the number of restricted share units for the Named Executive Officers (other than Ms. Noonan) was 35%, unchanged from time-based equity grants in 2016.
In establishing Ms. Noonan’s compensation program for 2017, the Board set Ms. Noonan’s time-based equity grant at 75% of her base salary, a reduction from percentage used for the prior Chief Executive Officer’s in 2016 (at 100% of base salary). This change resulted from the rebalancing of certain components of the Chief Executive Officer’s compensation program, as discussed under the heading “—Annual Incentive” above, to place greater emphasis on the performance component of Ms. Noonan’s long-term incentive.
On February 9, 2017, based on a thirty trading-day average share price of $9.43 through the close of trading on the prior day (and rounded to the nearest hundred shares), the Committee approved the following grants of restricted share units to the Chief Executive Officer and each of the other Named Executive Officers:

31


Name
Restricted Share Units
(#)
Anne P. Noonan
50,900

Paul F. DeSantis
16,700

James C. LeMay
13,900

Jay T. Austin
11,300

Marshall D. Moore
10,400

The restricted share units will only vest if the executive remains employed with OMNOVA through the third anniversary of the date of grant, subject to the exceptions described under the heading “Potential Payments upon termination or change in control” beginning on page 48 of this proxy statement. The grant date fair value of the restricted share units for the Chief Executive Officer and each other Named Executive Officer is disclosed in the 2017 grants of plan-based awards table on page 43 of this proxy statement.
Other awards in fiscal year 2017
One-time 2017-2018 “bridge” performance shares
While evaluating the transition from a two-year to three-year performance measurement period for grants of performance shares to executive officers, the Committee noted that the Named Executive Officers would lose an opportunity to receive a performance-based payout in February 2019. This “gap year” would occur because the last two-year performance share program, the 2016-2017 performance shares, would be paid (if earned) in February 2018, while the first three-year performance share program, the 2017-2019 performance shares, would be paid (if earned) in February 2020. Concerned with the potential disincentive of a “gap year” in 2019, the Committee, with the assistance of Pay Governance LLC, evaluated various methods employed by public companies previously facing such transitions, including one-time cash grants, equity grants with various features, and performance-based grants.
After consideration, the Committee determined that a performance-based “bridge” program would be the most appropriate solution for the Company, given that the gap in compensation arose from the transition from a two-year to three-year measurement period for the Company’s performance shares. The Committee also determined that the “bridge” program should not increase the aggregate long-term incentive expense the Company would have otherwise experienced over the three-year transition period assuming the Committee had not required the transition.
Therefore, concurrently with granting the three-year 2017-2019 performance shares, the Committee established a final, two-year performance share program that would be payable, if earned, in February 2019. For a two-year performance period beginning on December 1, 2016 (the beginning of the 2017 fiscal year) and ending November 30, 2018 (the end of the 2018 fiscal year) (the “2017-2018 Period”), the Committee established a number of performance shares that each executive could earn for threshold, target, and maximum performance. To meet the its requirement concerning incentive expense, the Committee set performance share opportunities for the 2017-2018 Period at exactly half of the standard opportunities for a long-term performance incentive (30%, 62.5%, and 100% of base salary for the Chief Executive Officer, and 12.5%, 25%, and 50% of base salary for the other Named Executive Officers).
To determine the number of performance shares represented by the threshold, target, and maximum opportunities, the Committee divided the value of each level of performance by $9.43, the average closing price per OMNOVA common share for the thirty trading days preceding the grant date. The resulting number of performance shares for each officer was then rounded to the nearest hundred shares. The following table provides the performance share opportunities that were determined by the Committee for each Named Executive Officer at each performance level:

32


Name
Performance Shares Awarded at:
Threshold
(#)
Target
(#)
Maximum
(#)
Anne P. Noonan
20,400

42,400

67,900

Paul F. DeSantis
6,000

11,900

23,800

James C. LeMay
5,000

10,000

19,900

Jay T. Austin
4,000

8,100

16,200

Marshall D. Moore
3,700

7,400

14,800

Consistent with the three-year 2017-2019 performance shares, the Committee determined that performance for the two-year “bridge” program would be measured against the following metrics: two-year cumulative EPS (weighted at 40%), two-year average ROIC (weighted at 40%), and Relative TSR (weighted at 20%). Due to the competitive sensitivity and forward-looking nature of the Company-specific metrics used in the 2017-2018 Period, OMNOVA does not disclose, until the end of the performance period, the levels of performance required for the performance goals of an in-progress long-term incentive. The Committee nonetheless views those performance goals as challenging and subject to risk. With respect to the Relative TSR measure, the Committee established the threshold, target, and maximum objectives at the 25th, 50th, and 75th percentiles, respectively, of the Relative TSR comparison group’s performance.
Deferred new hire bonus
During fiscal 2017, Mr. Moore received a cash payment of $103,587, resulting from the vesting of a deferred new hire cash bonus granted to him when was hired by OMNOVA in 2015.
Other compensation elements
Executive officers receive additional compensation in the form of vacation, medical, life insurance, disability, and other benefits generally available to all of our employees. In addition, executive officers are eligible for the following benefits.
Perquisites
Executive officers receive certain limited perquisites intended to help ensure their continued health, to ease their transition into executive leadership with OMNOVA, and to support their continued focus on business matters. In this regard, OMNOVA pays the expense of annual physicals, related tests, and travel vaccinations for each executive officer, and pays for (or reimburses the cost of) financial planning, tax preparation, and estate planning services. New executive officers may also receive relocation assistance for a reasonable period, consistent with OMNOVA’s standard relocation practices and policies. Additionally, under the terms of her employment agreement, the Company maintains a $4 million life insurance policy on Ms. Noonan’s behalf. The Committee believes perquisites are commonly used or awarded by companies of OMNOVA’s size, and while the overall value is relatively small, perquisites represent an important part of maintaining a competitive compensation package for the executive officers.
The amounts of these benefits for each Named Executive Officer are provided in the 2017 components of all other compensation table on page 42 of this proxy statement.
Retirement programs
OMNOVA does not maintain special or enhanced retirement programs or benefits that are exclusively available to its executive officers. All executive officers are eligible to participate in the OMNOVA Solutions Inc. Retirement Savings Plan, a customary 401(k) plan, on the same basis as all other eligible employees. The Retirement Savings Plan provides for matching contributions by the Company of up to 3.5% of eligible compensation, subject to applicable Internal Revenue Code limitations.
The executive officers are also eligible to participate in OMNOVA’s Retirement Savings Benefits Restoration Plan. The Retirement Savings Benefits Restoration Plan allows all participants in the Retirement Savings Plan, whose contributions are subject to annual compensation limits under the Code, to defer additional

33


compensation under the plan once the Internal Revenue Code limits have been exceeded. Contributions into the Retirement Savings Benefits Restoration Plan are matched by the Company up to 3.5%. Contributions may be invested into the same investment vehicles available under the Retirement Savings Plan.
The matching contributions made to the Retirement Savings Plan and the Retirement Savings Benefits Restoration Plan for each Named Executive Officer are included in the 2017 components of all other compensation table on page 42 of this proxy statement.
Mr. LeMay is also a participant in the OMNOVA Solutions Inc. Consolidated Pension Plan and the related OMNOVA Solutions Inc. Pension Benefits Restoration Plan, each of which were frozen in all respects on June 1, 2009. Information about each of these plans is included in the narrative to the 2017 pension benefits table on page 46 of this proxy statement.
Employment agreements
Separation arrangements
OMNOVA maintains a Corporate Officers’ Severance Plan. The plan provides assistance to executive officers who have been involuntarily terminated by OMNOVA for reasons other than cause, recognizing that the availability of employment opportunities for executive-level talent is limited, and significant time is required for executives to identify and be placed into those opportunities. Each Named Executive Officer is eligible for benefits under the plan upon the execution of a severance and release agreement at the time of his or her separation. The Committee believes that offering a severance plan for executive officers is consistent with market practice, and that the terms of the Corporate Officers’ Severance Plan are reasonable. The terms of the Corporate Officers’ Severance Plan are described in more detail under the heading “Potential payments upon termination or change of control” beginning on page 48 of this proxy statement.
Ms. Noonan is eligible to receive severance benefits under her employment agreement with the Company. In the event of a separation "without cause" or for "good reason" (each as defined in the agreement), Ms. Noonan would receive cash severance equal to two times her base salary and target annual incentive for the year of separation, continued medical, dental, and life insurance benefits for a period of twenty-four months following separation from service, the value of accrued benefits and incentive bonuses, and prorated annual and long-term incentive bonuses for any incomplete incentive periods (based on actual performance). While Ms. Noonan is a participant in the Corporate Officer’s Severance Plan, she cannot receive separation benefits under that plan if she receives separation benefits under her employment agreement.
Change in control arrangements
The Committee believes that maintaining change in control arrangements with executive officers is in the best interests of shareholders, because such arrangements help attract and retain executive-level talent, and allow executive talent to objectively evaluate the merits of strategic transactions that could result in a change in control of OMNOVA without concern for the impact on their personal employment situation. The Committee believes that most companies in OMNOVA’s peer group (as described on page 37 of this proxy statement) maintain some form of change in control arrangements for their executive officers.
The Corporate Officer’s Severance Plan provides severance benefits for executive officers in a change in control scenario if the executive officer is involuntarily terminated following the change in control. This is often referred to as a “double-trigger” change of control benefit. The benefits provided to the executive officers in these circumstances are identical to the benefits available under the Corporate Officer’s Severance Plan for an involuntary, not for cause termination. In establishing the Corporate Officer’s Severance Plan in 2010, the Committee mandated the exclusion from this plan (as well as all other executive agreements and incentive and benefit plans) certain benefits (such as tax-gross ups) included in legacy plans and agreements.

34


All executive officers who have joined OMNOVA since 2010 can receive change in control benefits under this plan upon the execution of a severance and release agreement at the time of their separation. The change in control provisions of the Corporate Officers’ Severance Plan are described under the heading “Potential payments upon termination or change of control” on page 48 of this proxy statement and in the footnotes to the 2017 post-termination tables beginning on page 49 of this proxy statement .
Ms. Noonan is eligible to receive change in control benefits under her employment agreement with the Company. In the event of a separation "without cause" or for "good reason" within twenty-four months following a change in control of the Company, Ms. Noonan will be entitled to receive cash severance equal to three times her base salary and target annual incentive for the year of termination, continued medical, dental, and life insurance benefits for a period of twenty-four months following separation from service, the value of accrued benefits and incentive bonuses, a prorated bonus for incomplete annual incentive periods based on actual performance, and the value of long-term incentive bonuses assuming target performance for any incomplete bonus periods. While Ms. Noonan is a participant in the Corporate Officer’s Severance Plan, she cannot receive change in control benefits under that plan if she receives change in control benefits under her new employment agreement.
Prior to establishing the Corporate Officer’s Severance Plan, OMNOVA had entered into a severance agreement with Mr. LeMay which provides for certain benefits to him if he experiences a separation from service with the Company within twenty-four months of a change in control. While Mr. LeMay is a participant in the Corporate Officer’s Severance Plan, he cannot receive change in control benefits under that plan if he receives benefits under his legacy severance agreement. The terms of Mr. LeMay’s legacy severance agreement are described under the heading “Potential payments upon termination or change of control” on page 48 of this proxy statement and in the footnotes to the 2017 post-termination tables beginning on page 49 of this proxy statement. The Committee believes that the grandfathering of legacy change in control agreements with executive officers is a standard market practice.
Making compensation decisions
Executive compensation determinations for the Company’s executive officers, including the Chief Executive Officer, are made exclusively by the Committee. The Chief Executive Officer attends Committee meetings and provides information and input about the pay levels and performance of the executive officers. The Chief Executive Officer plays no role in setting her own compensation. The Committee regularly meets in executive session, during which no member of management is present, to discuss the recommendations and approve pay actions for the executive officers.
Committee independence, interlocks, and insider participation
The members of the Committee are Janet Plaut Giesselman (Chair), Michael J. Merriman, James A. Mitarotonda, and William R. Seelbach, each of whom is an independent director under the general standards of director independence set by the New York Stock Exchange and its heightened independence standards for directors serving on a compensation committee. No member of the Committee is currently, or during the 2017 fiscal year was formerly, an officer or employee of OMNOVA or any of its subsidiaries or affiliates. During the 2017 fiscal year, no member of the Committee had a relationship that is required to be disclosed under Securities and Exchange Commission rules regarding related-party transactions. During the 2017 fiscal year, none of OMNOVA’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the OMNOVA Board or the Committee.
Independent compensation consultant
The Committee retains Pay Governance LLC to serve as its independent executive compensation consultant. At the Committee’s request, Pay Governance LLC provides the Committee with information on current trends in compensation design and emerging compensation practices, as well as insight on legal and regulatory developments related to executive compensation. Pay Governance also provides the Committee with reviews, analysis and market surveys concerning the compensation of similarly situated

35


executives across industries and within OMNOVA’s self-determined peer group. Pay Governance reports directly to, and serves at the sole discretion of, the Committee. Pay Governance provided no other services to OMNOVA other than the services for which it was engaged by the Committee.
As part of its annual evaluation of its compensation consultant’s independence, as required under New York Stock Exchange rules, the Committee solicited information from Pay Governance, the executive officers of OMNOVA, and the members of the Board regarding any actual, potential, or perceived conflicts of interest with Pay Governance. Based on the Committee’s review, the Committee believes that the work performed by Pay Governance during the 2017 fiscal year did not raise a conflict of interest and there were no facts or circumstances that brought its independence into question.
Compensation process and committee discretion
For OMNOVA, compensation decisions are the result of a year-round process with continuous involvement and oversight by the Committee. At the beginning of each fiscal year, the Committee (i) considers whether base salary for the executive officers is appropriate and in line with the market; (ii) determines the amount of time-based equity that may be granted to executive officers; and (iii) determines the performance goals and opportunities for annual incentives and long-term, performance based incentives. Once performance goals have been determined, the Committee does not modify them absent unusual circumstances that fall into enumerated, preapproved categories.
Throughout the year, management updates the Committee on the Company’s performance and reviews scorecards showing how that performance stacks up to the goals set for the annual and long-term incentives. At fiscal year end, the Committee considers and confirms the Company’s achievement of performance goals for the performance periods that have ended, and determines and certifies the appropriate compensation outcomes for each executive officer.
In each fiscal year, the Committee establishes annual incentive performance metrics and goals and confirms achievement against those performance goals for the year, establishes long-term incentive performance metrics and goals for the performance measurement period beginning that fiscal year, and confirms achievement against the performance goals that were previously established for the performance measurement period that concluded at fiscal year end.
In evaluating the Company’s performance against the established performance goals, the Committee retains the discretion to include or exclude certain gains and losses that relate to unanticipated events and circumstances. The Committee establishes guidelines at the beginning of every performance measurement period for the categories of gains and losses that it considers reasonable for exclusion. These may include or exclude the impact of certain management actions taken for the long-term benefit of the Company that were not anticipated at the beginning of the measurement period or contemplated by the Company’s annual operating plan. The Committee believes that this approach is consistent with the Committee’s responsibility to: (1) ensure that executive officers take actions in the long-term interests of the Company and its shareholders without concern for any personal, negative financial implications of those actions; (2) ensure that the executive officers are not provided with an incentive to engage in unnecessarily risky activity that will increase personal, short-term economic gain at the risk of long-term shareholder value; and (3) ensure that the executive officers are not unfairly penalized, nor receive an unexpected windfall, because of the occurrence of such events or the taking of such actions. The Committee also retains the discretion to decrease (but not increase) the amount of incentive compensation paid, when appropriate, to reflect individual performance.
Chief Executive Officer evaluation process
As part of the Committee’s responsibility to oversee and compensate the performance of the Chief Executive Officer, the Committee maintains a comprehensive Chief Executive Officer evaluation process. The process begins early in the fiscal year with a discussion of the Chief Executive Officer’s primary strategic objectives between Ms. Noonan, the Committee, and the entire Board. Throughout the year, the Chief Executive Officer receives informal feedback from the Chairman of the Board and the directors through one-on-one meetings and executive sessions with the Chief Executive Officer present. At the end of

36


the year, Ms. Noonan provides the Committee with a self-assessment of her performance during the fiscal year, and the Chair of the Committee, Ms. Giesselman, solicits individual assessments of Ms. Noonan’s performance from each director. This process informs the Committee’s determination of Ms. Noonan’s performance for the prior fiscal year, as well as the Committee’s evaluation of Ms. Noonan’s compensation package for the coming fiscal year.
Evaluation of pay practices and consideration of “say on pay”
In consultation with Pay Governance, the Committee periodically reviews the Company’s compensation program, practices, and governance, and considers adjustments in light of the changing legal and regulatory landscape and emerging best practices. Additionally, members of management, including senior executives, regularly meet with significant institutional shareholders of OMNOVA and share any feedback received concerning the Company’s compensation program with the Committee.
Additionally, the Committee considers the results of the annual advisory vote on executive compensation held for the benefit of OMNOVA’s shareholders at every annual shareholder meeting. At the annual shareholder meeting held in 2017, approximately 88% of the votes cast were in favor of the Company’s “say-on-pay” proposal. The Committee believes this reflects general shareholder support for the compensation program and the compensation philosophy of the Company, and therefore the overall fiscal 2017 compensation program remains generally consistent with prior programs. Notwithstanding this level of support, the Committee continually reviews all elements of the compensation program for executive officers to ensure the design continues to support the Company’s short-term and long-term financial, operational, and strategic objectives. In response to feedback from OMNOVA’s shareholders during fiscal 2017 and to more closely align the compensation program to the corporate strategy, the Committee adopted several changes to the long-term incentive program for Named Executive Officers, such as including a relative performance metric, Relative TSR, and transitioning from a cumulative two-year performance measurement period to a cumulative three-year period.
Market competitiveness and peer group
The Committee seeks to deliver target compensation opportunities for Named Executive Officers that are at or near the 50th percentile of “total compensation” for executives in similar positions across the market. In reaching the 50th percentile of total compensation, the Committee places emphasis on long-term and performance-based compensation, focusing compensation on annual incentive and long-term incentive opportunities while seeking to maintain market-median base salaries.
While the Committee continuously reviews and evaluates the Company’s compensation program and practices, approximately every three years, the Committee, with the support of the Committee’s independent compensation consultant, Pay Governance LLC, engages in a formal, comprehensive review of the Company’s compensation program, practices, and governance, as well as areas for improvement. The latest comprehensive review was conducted in September 2016 to inform 2017 compensation decisions, and considered OMNOVA’s executive compensation program against OMNOVA’s then-current peer group as well as the general manufacturing industry. These comprehensive reviews are supplemented with (1) periodic interim reviews of the Company’s compensation decisions against broad-based third-party survey data, (2) ad hoc reviews of peer and industry compensation data when particular positions are being filled or established (as occurred for Ms. Noonan and Messrs. Austin and Moore in 2017) and (3) periodic updates on emerging best practices and trends.
The comprehensive review in 2016 determined that the total direct compensation opportunities for the then-Chief Executive Officer and the Named Executive Officers were within a reasonable range (±10%) of the 50th percentile of the peer group and the broader manufacturing industry, and all executive officers, taken together, were within 2% of the 50th percentile for total direct compensation opportunities.
When reviewing the comprehensive survey in September 2016, the Committee also considered changes to its compensation peer group with the support of Pay Governance. The intent of the Company’s self-selected peer group is to provide the Committee with further context in understanding common pay and governance practices among its competitors. In evaluating changes to the overall peer group, the

37


Committee considered whether each current and potential peer evidenced similarities in products, customers, end markets, market capitalization, and company size, and whether OMNOVA competed with current or potential peer for executive talent.
For fiscal 2017, the Committee considered the following companies to be part of OMNOVA’s peer group:
Peer Group Composition (1)
 
Peer Group Data (3)
A. Schulman, Inc.
Rayonier Advanced Materials
 
 
Revenue
($ millions)
Assets
($ millions)
Market Cap
($ millions)
Employees
Stepan Co
Tredegar Corporation
 
 
Minerals Technologies Inc.
Innophos Holdings Inc.
 
 
Chemtura Corporation (2)
Quaker Chemical Corporation
 
25th %ile
640
632
550
1,334
Kraton Performance Polymers
LSB Industries
 
Median
840
1,226
776
2,020
AEP Industries (2)
Myers Industries
 
75th %ile
1,239
1,478
1,440
2,800
Ferro Corp
Lydall
 
OMNOVA
783
613
480
1,800
Westlake Chemical Corp.
Calgon Carbon Corporation
 
 
 
 
 
 
Innospec Inc.
Hawkins, Inc.
 
 
 
 
 
 
 
 
(1)
In establishing the compensation peer group for 2017, the Committee removed certain prior peers as follows: OM Group and Zep Inc., each of which had been acquired, H.B. Fuller due to its disproportionate size on various metrics relative to OMNOVA, and Kronos Worldwide due to its dissimilar ownership structure.
(2)
These companies were acquired and taken private during 2017.
(3)
Based on publicly available data (September 2017), excluding Chemtura Corporation and AEP Industries. OMNOVA information is provided as of November 30, 2017.
Compensation recovery policy
The Board has adopted a compensation recovery policy and delegated responsibility for the policy to the Committee. The policy applies to incentive compensation paid to executive officers (such as compensation paid under the annual and long-term incentive programs). Under the policy, if the Company is required to publicly disclose an accounting restatement, then the Company will seek to recover the amount of “excess” incentive compensation paid to its executive officers during the three-year period preceding the date it was determined that a restatement was required. “Excess” incentive compensation means the difference between the compensation that was paid to the executive officers and the amount that would have been paid if the compensation had been determined in reference to the restated financial results. The policy does not require that any executive officer be personally at fault or have committed fraud to be subject to the recovery of incentive compensation. Although the Securities and Exchange Commission issued proposed rules for compensation recovery policies in July 2015, final rules have not yet been adopted. The Committee is authorized to amend the policy as necessary to be consistent with any final rules the Commission adopts.
Tax considerations
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Committee generally structured its historical compensation programs so that OMNOVA’s annual incentives and performance shares could potentially qualify as “performance-based compensation” for purposes of Section 162(m) and therefore could be deductible by OMNOVA for income tax purposes.
Based on the repeal described above and the operation of Section 162(m), compensation granted by the Committee may not qualify as “performance-based compensation” under certain circumstances. While the Committee considers in very general terms the deductibility of the compensation it awards, it did not consider in any substantial way any specific quantification of potential deductibility or potential lost

38


deductibility when making its 2017 compensation decisions. Therefore, the Committee retains the flexibility to award compensation that is consistent with its objectives and philosophy even if it does not qualify for a tax deduction. The Committee believes that the tax deduction limitation should not compromise its ability to design and maintain executive compensation arrangements that will attract and retain the executive talent necessary to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in some cases is not deductible for federal income tax purposes. Moreover, even if the Compensation & Organization Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m), there is no guarantee that such compensation would so qualify or ultimately would be deductible.
Definitions of certain goals and metrics
Subject to the Committee’s exercise of discretion, as described on page 36 of this proxy statement, for this Compensation Discussion & Analysis:
Segment Operating Profit means Adjusted Segment Operating Profit as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and last-in-first-out (“LIFO”) reserve adjustments. (non-GAAP measure)
Earnings Before Interest and Taxes (“EBIT”) means Consolidated Adjusted EBIT as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and LIFO reserve adjustments. (non-GAAP measure)
Earnings per share (“EPS”) means Adjusted Diluted Earnings Per Share from Continuing Operations as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases. (non-GAAP measure)
Return on Assets Employed (“ROAE”) means Segment Operating Profit (as defined above) less corporate and interest expense, tax effected at a normalized 30% rate, plus interest expense, divided by assets employed, adjusted to exclude certain one-time items to normalize the asset base in the second year of the two-year measurement period for which ROAE is being measured. (non-GAAP measure)
Return on Invested Capital (“ROIC”) means Adjusted Net Operating Profit After Taxes as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, divided by the sum of total shareholders equity and debt. (non-GAAP measure)
Relative Total Shareholder Return (“Relative TSR”) means the change in the Company’s average common share price during a performance measurement period, ranked against the change in the common share price of each company within the Company’s comparison group during the performance measurement period. Average common share price means: (1) with respect to the beginning of the performance period, the average common share price of OMNOVA or a comparison company during the thirty-trading days immediately preceding the start of the performance measurement period; and (2) with respect to the end of the performance period, the average common share price of OMNOVA or a comparison company during the last thirty-trading days of the performance measurement period.
Weighted Working Capital Days means the sum of the weighted monthly working capital days for the fiscal year. Monthly working capital days are (1) net accounts receivable divided by the trailing 90 days’ net sales, plus (2) net inventory excluding LIFO divided by the trailing 90 days’ cost of goods sold, less (3) trade accounts payable divided by the trailing 90 days’ cost of goods sold. The weight (for each month) is 3.33% for the first quarter, 6.66% for the second quarter, 10% for the third quarter, and 13.33% for the fourth quarter (totaling 100% for the fiscal year). The sum of the results for each of the monthly calculations will result in the Weighted Working Capital Days for the fiscal year. (non-GAAP measure)

39


Compensation Committee Report
The Compensation & Organization Committee has reviewed and discussed with management the Compensation Discussion & Analysis beginning on page 21 of this proxy statement and, based on this review and discussion, has recommended to the Board the inclusion of the Compensation Discussion & Analysis in this proxy statement and its incorporation by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2017.
By: The Compensation & Organization Committee of the OMNOVA Board of Directors
Janet Plaut Giesselman, Chair
Michael J. Merriman
James A. Mitarotonda
William R. Seelbach


40


Compensation of Executive Officers

2017 summary compensation table
The following table sets forth compensation information for the Company’s Named Executive Officers for each of the fiscal years ended November 30, 2017, 2016, and 2015, as applicable.
Name and Principal Position (1)
Fiscal Year
Salary
($)
Bonus
($)(2)
Stock
Awards
($)(3)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(4)
All Other Compensation
($)(5)
Total
($)
Anne P. Noonan
2017
637,358


1,531,660

640,000


78,824

2,887,842

President and Chief Executive Officer
2016
410,958


277,725

242,243


48,431

979,357

2015
400,000

225,000

293,408

160,800


143,601

1,222,809

Paul F. DeSantis
2017
448,818


450,640

269,400


50,668

1,219,526

Senior Vice President and Chief Financial Officer; Treasurer
2016
433,150

15,000

292,215

239,000


19,622

998,987

2015
420,200

15,000

308,286

197,914


10,544

951,944

James C. LeMay
2017
375,373


376,680

225,300

132,865

36,704

1,146,922

Senior Vice President, Corporate Development; General Counsel
2016
364,463


245,847

201,204

52,380

19,293

883,187

2015
355,000


260,344

167,312


22,813

805,469

Jay T. Austin
2017
313,353


306,160

189,000


26,702

835,215

Former Senior Vice President, Global Operations and Supply Chain
2016
292,267


197,064

161,350


9,642

660,323

2015
283,700


208,278

133,708


11,805

637,491

Marshall D. Moore
2017
273,027

103,587

284,660

168,000


9,588

838,862

Chief Technology Officer and Senior Vice President, Operations
2016







2015







 
 
(1)
Ms. Noonan became the Company’s President and Chief Executive Officer on December 1, 2016, the beginning of the Company’s 2017 fiscal year.
(2)
Amounts reported as “Bonus” for 2017 for Mr. Moore include the vesting of a deferred new hire cash bonus that was granted to him in 2015 and vested during the 2017 fiscal year. The award for Mr. Moore is discussed in more detail in the Compensation Discussion & Analysis beginning on page 21 of this proxy statement.
(3)
Amounts reported as “Stock Awards” for 2017 reflect the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718, based on the probable outcome of any applicable performance conditions and disregarding possible forfeitures. See Note O to the Consolidated Financial Statements contained in our 2017 Annual Report for an explanation of the assumptions made in valuing awards of restricted shares.
On February 9, 2017, each Named Executive Officer received grants consisting of a target number of performance shares and a number of restricted share units. The value of the restricted share units and the target number of performance shares was determined by multiplying the amount of such shares by $8.60, the price per OMNOVA common share at the close of trading on the grant date. The value and number of shares included for each of the equity-based grants reported in this column can be found in the 2017 grants of plan based awards table on page 43.
The value included in this table with respect to the performance shares is based on the grant date fair value of the target number of performance shares granted at the beginning of the performance period. The Company believes that target performance is the performance level most likely to be achieved during the performance measurement period for those shares. If the Company’s performance at the end of the measurement period resulted in the Named Executive Officers earning the maximum number of performance shares, then each of the Named Executive Officers would be entitled to an award having the grant date fair value set forth beside his or her name in the following table:

41


Name
Grant Date Fair Value of Maximum Award
($)
Anne P. Noonan
1,750,960

Paul F. DeSantis
614,040

James C. LeMay
513,420

Jay T. Austin
417,100

Marshall D. Moore
382,700

(4)
Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the year-over-year change in the present value of amounts to be paid at normal retirement age for Mr. LeMay under the Company’s Consolidated Pension Plan and its associated Pension Benefits Restoration Plan. The Consolidated Pension Plan and the Pension Benefits Restoration Plan were frozen to all new participants, including the Named Executive Officers, in 2004, and the accrual of additional benefits was frozen beginning in 2009, as described in the narrative to the 2017 pension benefits table on page 46 of this proxy statement. All amounts accrued by OMNOVA with respect to the Salaried Plan after June 1, 2009 reflect the impact of actuarial adjustments due to, for example, changes in applicable mortality tables and interest rates. Such amounts do not represent an increase in the accrued benefit that will actually become payable to a participant at normal retirement age. No above market or preferential earnings were paid to any Named Executive Officer on nonqualified deferred compensation.
(5)
Amounts reported in the “All Other Compensation” column are set forth in the 2017 components of all other compensation table below.

2017 components of all other compensation table
Name
Matching
Contributions
($)(1)
Company Paid
Life Insurance
($)(2)
Perquisites and Personal Benefits
($)(3)
Total
($)
Anne P. Noonan
31,339

14,903

32,582

78,824

Paul F. DeSantis
24,661

138

25,869

50,668

James C. LeMay
20,671

258

15,775

36,704

Jay T. Austin
10,630

385

15,687

26,702

Marshall D. Moore
9,450

138


9,588

 
 
(1)
Amounts in this columns consist of OMNOVA’s matching contributions to the qualified OMNOVA Retirement Savings Plan and the nonqualified OMNOVA Retirement Savings Benefits Restoration Plan. For more information about these plans, see pages 33 and 47 of this proxy statement.
(2)
Amounts in this column include (a) premiums of $14,765 paid by OMNOVA for a $4 million life insurance policy for Ms. Noonan pursuant to the terms of her employment agreement and (b) for all of the Named Executive Officers (including Ms. Noonan), 100% of the premium for a $100,000 life insurance benefit paid by the Company on their behalf.
(3)
Amounts reported in this column for the Named Executive Officers reflect Company paid or reimbursed costs for financial, tax, and estate planning services, executive physicals, and expenses related to attendance at the Company’s annual Circle of Excellence sales leadership event. For Ms. Noonan, this column also includes the value of relocation benefits paid to her during the 2017 fiscal year consistent with OMNOVA’s standard relocation practices and policies. Mr. Moore did not receive perquisites or personal benefits during the 2017 fiscal year that exceeded $10,000. For more information, see page 33 of this proxy statement under the heading “Perquisites.”


42


2017 grants of plan-based awards table
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
(#)(3)
 
Grant Date Fair Value of Stock and Option Awards
($)(4)
Threshold
Target
Maximum
 
Threshold
Target
Maximum
 
Anne P. Noonan

320,000

640,000

1,280,000










2/9/17




40,700

84,800

135,700




729,280

2/9/17




20,400

42,400

67,900




364,640

2/9/17








50,900


437,740

Paul F. DeSantis

134,700

269,400

538,800










2/9/17




11,900

23,800

47,600




204,680

2/9/17




6,000

11,900

23,800




102,340

2/9/17








16,700


143,620

James C. LeMay

112,650

225,300

450,600










2/9/17




10,000

19,900

39,800




171,140

2/9/17




5,000

10,000

19,900




86,000

2/9/17








13,900


119,540

Jay T. Austin

94,500

189,000

378,000










2/9/17




8,100

16,200

32,300




139,320

2/9/17




4,000

8,100

16,200




69,660

2/9/17








11,300


97,180

Marshall D. Moore

84,000

168,000

336,000










2/9/17




7,400

14,800

29,700




127,280


2/9/17




3,700

7,400

14,800





63,640


2/9/17








10,400


93,740

 
 
(1)
Amounts reported in these columns reflect annual incentive opportunities under OMNOVA’s Annual Incentive Plan for each of the Named Executive Officers for the fiscal year 2017. Bonuses for threshold, target, or maximum performance would result in a plan payout equal to 50%, 100%, or 200% of base salary, respectively, for Ms. Noonan, and 30%, 60%, or 120% of base salary, respectively, for each of the other Named Executive Officers. The actual bonus earned by the Named Executive Officers are reflected in the 2017 summary compensation table on page 41 of this proxy statement.
(2)
Amounts reported in these columns reflect the number of performance shares that each of the Named Executive Officers could receive at threshold, target, or maximum performance for (a) a grant of performance shares covering the three-year performance period that began on December 1, 2016 and ends November 30, 2019 (the “2017-2019 performance shares”, and (b) a one-time “bridge” grant of performance shares covering the two-year performance period that began on December 1, 2016 and ends November 30, 2018 (the “2017-2018 performance shares”). Each of these grants is discussed in detail under the heading “Compensation Discussion & Analysis” beginning on page 21 of this proxy statement. The 2017-2019 performance share grants for threshold, target, or maximum performance are equal to 60%, 125%, or 200% of base salary, respectively, for Ms. Noonan, and 25%, 50%, or 100% of base salary for the other Named Executive Officers. The 2017-2018 performance share grants were granted at half of the threshold, target, or maximum performance grant amounts for the 2017-2019 performance shares. The value of each award for threshold, target, and maximum performance was converted into an equivalent number of book-entry shares that track the price of OMNOVA common shares. The price at which the awards were converted to book-entry performance shares was based on the thirty-day average closing price of OMNOVA common shares for the first thirty trading days of the performance period ($9.43), rounded to the nearest hundred shares. The Committee determined that these shares would ultimately be paid in cash based upon measured performance.
(3)
Amounts reported in this column reflect the number of restricted share units granted to each of the Named Executive Officers on February 9, 2017, which generally vest in full three years from the grant date.
(4)
Amounts reported in this column represent the aggregate grant date fair value of each applicable equity or equity-based award granted during the 2017 fiscal year. The grant date fair value is based on the price per OMNOVA common share on February 9, 2017 ($8.60), multiplied by (a) in the case of restricted share units grants, the amount of restricted share units actually granted, or (b) in the case of performance share grants, the target number of performance shares granted. The accounting assumptions used in calculating the grant date fair value for the equity awards are described in Note O to the Consolidated Financial Statements contained in our 2017 Annual Report.

43


2017 outstanding equity awards at fiscal year end table
The following table sets forth information for each Named Executive Officer with respect to (i) each unvested award of restricted shares or restricted share units and (ii) each award of performance shares for which the performance measurement period had not expired, in each case as of November 30, 2017.
Name
Stock Awards
Number of Shares or Units of Stock That Have Not Vested
(#)(1)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(2)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested
($)(3)
Anne P. Noonan
91,600

980,120

127,200

1,361,040

Paul F. DeSantis
59,500

636,650

35,700

381,990

James C. LeMay
49,900

533,930

29,900

319,930

Jay T. Austin
40,200

430,140

24,300

260,010

Marshall D. Moore
18,200

194,740

22,200

237,540

 
 
(1)
Amounts reported in this column reflect the aggregate number of restricted shares and restricted share units outstanding as of November 30, 2017. The amounts and vesting dates for the various restricted shares and restricted share units grants included in this column are shown in the following table.
Name
Restricted Shares
 
Restricted Share Units
Grant Date
Shares
Granted
Vesting Date
 
Grant Date
Shares
Granted
Vesting Date
Anne P. Noonan
1/20/2016
24,200

1/20/2019
 
2/9/2017
50,900

2/9/2020
 
1/21/2015
16,500

1/21/2018
 
 
 
 
Paul F. DeSantis
1/20/2016
25,500

1/20/2019
 
2/9/2017
16,700

2/9/2020
 
1/21/2015
17,300

1/21/2018
 
 
 
 
James C. LeMay
1/20/2016
21,400

1/20/2019
 
2/9/2017
13,900

2/9/2020
 
1/21/2015
14,600

1/21/2018
 
 
 
 
Jay T. Austin
1/20/2016
17,200

1/20/2019
 
2/9/2017
11,300

2/9/2020
 
1/21/2015
11,700

1/21/2018
 
 
 
 
Marshall D. Moore
3/18/2015
700

3/18/2018
 
2/9/2017
10,400

2/9/2020
 
6/15/2015
2,100

6/15/2018
 
 
 
 
 
6/21/2016
5,000

6/21/2019
 
 
 
 
(2)
Amounts reported in this column reflect the aggregate number of performance shares outstanding as of November 30, 2017 (based on the Company’s assessment that performance was higher than threshold but not in excess of target performance as of that date). The amounts and vesting dates for the performance shares included in this column are shown in the following table.
Name
Grant Date
Shares
Granted
Vesting Date
 
Name
Grant Date
Shares
Granted
Vesting Date
Anne P. Noonan
2/9/2017
42,400

2/9/2018
 
Jay T. Austin
2/9/2017
8,100

2/9/2018
 
2/9/2017
84,800

2/9/2019
 
 
2/9/2017
16,200

2/9/2019
Paul F. DeSantis
2/9/2017
11,900

2/9/2018
 
Marshall D. Moore
2/9/2017
7,400

2/9/2018
 
2/9/2017
23,800

2/9/2019
 
 
2/9/2017
14,800

2/9/2019
James C. LeMay
2/9/2017
10,000

2/9/2018
 
 
 
 
 
 
2/9/2017
19,900

2/9/2019
 
 
 
 
 
(3)
Amounts reported in this column reflect the aggregate value of the performance shares outstanding on November 30, 2017, multiplied by the closing price per OMNOVA common share on November 30, 2017 ($10.70).

44


2017 option exercises and stock vested table
The following table provides information regarding the vesting of OMNOVA restricted shares and performance shares that were earned during the fiscal year ended November 30, 2017 for each of the Named Executive Officers. No Named Executive Officer held or exercised any stock options during the 2017 fiscal year.
Name
Vesting or Certification Date (1)
Stock Vested
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)(2)
Anne P. Noonan
1/17/2018

25,940

283,784

 
9/22/2017

40,000

364,000

Paul F. DeSantis
1/17/2018

27,288

298,531

 
6/17/2017

25,000

218,750

James C. LeMay
1/17/2018

22,978

251,379

 
1/22/2017

11,900

108,290

Jay T. Austin
1/17/2018

18,400

201,296

 
1/22/2017

9,500

86,450

Marshall D. Moore



 
 
(1)
Ms. Noonan received a grant of restricted shares on September 22, 2014 in connection with her hire that vested on September 22, 2017. Mr. DeSantis also received a grant of restricted shares on June 17, 2014 in connection with his hire, which vested on June 17, 2017. Messrs. LeMay and Austin each received a grant of restricted shares on January 22, 2014 that vested on January 22, 2017. Additionally, each of the Named Executive Officers earned 2016-2017 performance shares based on performance during the performance measurement period of December 1, 2015 to November 30, 2017. The cash value of the earned performance shares was certified by the Compensation & Organization Committee of the Board on January 17, 2018.
(2)
The value of the restricted shares which vested for each of the Named Executive Officers was based on the closing price per OMNOVA common share on the respective vesting date. Those closing prices are as follows: for Ms. Noonan, $9.10; for Messrs. LeMay and Austin, $9.10; for Mr. DeSantis, $8.75. The earned 2016-2017 performance shares were settled entirely in cash, based on the average trading price per OMNOVA common share for the thirty trading days ending November 30, 2017 ($10.94).


45


2017 pension benefits table
The following table presents information about the participation of the Named Executive Officers in OMNOVA’s defined benefit pension plans as of November 30, 2017.
Name
Plan Name
Number of Years of Credited Service
(#)
Present Value of Accumulated Benefits
($)(1)
Payments During Last Fiscal Year
($)
Anne P. Noonan
Consolidated Pension Plan



 
Pension Benefits Restoration Plan



Paul F. DeSantis
Consolidated Pension Plan



 
Pension Benefits Restoration Plan



James C. LeMay
Consolidated Pension Plan
19.00

785,237


 
Pension Benefits Restoration Plan
19.00

350,205


Jay T. Austin
Consolidated Pension Plan



 
Pension Benefits Restoration Plan



Marshall D. Moore
Consolidated Pension Plan



 
Pension Benefits Restoration Plan



 
 
(1)
The amounts reflected in this column were calculated as of November 30, 2017, assuming a normal retirement age of 65 years and using the same assumptions employed for financial reporting purposes under Accounting Standards Codification Topic 715. These assumptions are described in Note O of the Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report.
OMNOVA Solutions Consolidated Pension Plan:  OMNOVA sponsors the OMNOVA Solutions Consolidated Pension Plan, a defined benefit pension plan qualified under Section 401(a) of the Internal Revenue Code. Appendix A of the OMNOVA Solutions Consolidated Pension Plan (the “Salaried Plan”) provides benefits for salaried and non-union hourly employees who were employed by the company prior to December 1, 2004, the date the Salaried Plan was closed to new participants. Effective June 1, 2009, OMNOVA froze the accrual of benefit and vesting service under the Salaried Plan. Accordingly, the amounts in the “Present Value of Accumulated Benefits” column in the table above reflect the present value of the benefit that had been accrued by each Named Executive Officer as of June 1, 2009. All amounts accrued by OMNOVA with respect to the Salaried Plan after June 1, 2009 reflect the impact of actuarial adjustments due to, for example, changes in applicable mortality tables and interest rates. Such amounts do not represent an increase in the accrued benefit that will actually become payable to a participant at normal retirement age. The normal form of payment for a Salaried Plan participant is a single life annuity. Participants are eligible to begin receiving full benefits at the normal retirement age of 65, or a reduced benefit for early retirement at age 55 if the participant had 10 years of service with the Company. As of November 30, 2017, Mr. LeMay is the only Named Executive Officer who participates in the Salaried Plan.
OMNOVA Solutions Pension Benefit Restoration Plan:  OMNOVA sponsors the OMNOVA Solutions Pension Benefit Restoration Plan (the “Pension BRP”), an unfunded plan that is not qualified under the Internal Revenue Code. The Pension BRP provides benefits to participants in the Salaried Plan whose benefits are limited due to certain limits on qualified plans contained in the Internal Revenue Code. The benefit available under the Pension BRP is intended to restore the benefits that a participant would have received under the Salaried Plan but does not because of such Internal Revenue Code limits. Executive officers participate on the same terms and conditions as all other participants who are subject to such limitations. Consistent with the Salaried Plan, OMNOVA froze the accrual of benefit and vesting service under the Pension BRP on June 1, 2009. The amounts in the “Present Value of Accumulated Benefits” column in the table above reflect the present value of the benefit accrued by each Named Executive Officer as of June 1, 2009. Benefits under the Pension BRP are paid as a lump sum no sooner than 60 days after the participant’s retirement, subject to the requirements of Section 409A of the Internal Revenue Code (including its required six month delay on the making of payments to certain specified employees), if applicable.

46


2017 nonqualified deferred compensation table
OMNOVA sponsors the OMNOVA Solutions Retirement Savings Restoration Plan (the “Savings BRP”), an unfunded compensation deferral plan that is not qualified under the Internal Revenue Code. The Savings BRP allows participants in the OMNOVA Solutions Retirement Savings Plan (“401(k) Plan”) whose contributions to a tax-qualified savings plan are subject to annual compensation limits under the Internal Revenue Code to defer up 50% of cash compensation (including cash bonuses) to the Savings BRP once such compensation limits have been exceeded.
Participant deferrals are invested on a bookkeeping basis in investment funds that mirror the funds the participant has elected to invest in under the 401(k) Plan. OMNOVA provides participants with a match of 100% on the first 1%, and 50% on the next 5%, of participant contributions into the Savings BRP, for a total Company match of 3.5% of contributions. The Company’s executive officers participate in the Savings BRP on the same terms and conditions as all other 401(k) Plan participants whose benefits are limited by the Internal Revenue Code.
The following table shows activity for the Named Executive Officers during the 2017 fiscal year under the Savings BRP.
Name
Executive Contributions in Last FY
($)(1)
OMNOVA Contributions in Last FY
($)(2)
Aggregate Earnings in Last FY
($)(3)
Aggregate Withdrawals / Distributions
($)
Aggregate Balance at Last FYE
($)(4)(5)
Anne P. Noonan
37,524

21,889

17,500


138,271

Paul F. DeSantis
58,845

15,211

15,471


135,517

James C. LeMay
19,854

11,582

20,780


408,096

Jay T. Austin
2,024

1,180

17,618


127,667

Marshall D. Moore





 
 
(1)
Amounts reported in this column are included in the 2017 summary compensation table under the “Salary” column.
(2)
Amounts reported in this column are included in the 2017 summary compensation table under the “All Other Compensation” column.
(3)
Amounts reported in this column are not reflected in the 2017 summary compensation table because the earnings were neither preferential nor above-market.
(4)
Amounts reported in this column reflect the total ending account balance (including executive and OMNOVA contributions) at November 30, 2017 for each Named Executive Officer.
(5)
All nonqualified executive contributions and OMNOVA contributions included in this column are also included in the current-year compensation presented in the 2017 summary compensation table under the “Salary” and “All Other Compensation” columns, respectively. The aggregate amount of this balance that has been included as compensation for each of the Named Executive Officers in the summary compensation tables of prior years is:
Name
Amounts Previously Included
($)
Anne P. Noonan
58,917

Paul F. DeSantis
44,842

James C. LeMay
215,025

Jay T. Austin
80,195

Marshall D. Moore


47


Potential payments upon termination or change of control
The following table identifies the compensation and benefits enhancements that would generally be provided to the Named Executive Officers (other than Ms. Noonan) in various termination scenarios, based on the Company’s compensation practices for executive officers under various award agreements and the Corporate Officers’ Severance Plan as they were in effect at November 30, 2017. No benefits are payable to any Named Executive Officer (1) as a result of an involuntary, for cause termination except as required by law or (2) as a result of a resignation, except for earned but unpaid performance shares for completed performance periods. This table does not describe any other benefits that are available to both salaried employees and Named Executive Officers on the same terms and conditions. Exceptions to the benefits described below arising from other agreements are identified in footnotes to the post-termination tables.
Compensation or Benefit
Termination Event (1)
Retirement
Involuntary, Not For Cause
Change of Control Termination
Due to Disability
Death
Severance Pay
None
52 weeks of salary continuation
52 weeks of salary continuation
None
None
Annual Incentive
Payment for completed period; pro rata payment at actual performance for incomplete periods
Payment for completed period; pro rata payment at actual performance for incomplete periods
Payment for completed periods; payment at 75% of maximum bonus opportunity for incomplete periods
Payment for completed period; pro rata payment at actual performance for incomplete periods
Payment for completed period; pro rata payment at actual performance for incomplete periods
Time-Based Equity
1999 Equity and Performance Incentive Plan ("1999 Plan"): Time-based equity accelerates

2017 Equity Plan ("2017 Plan"): Time-based equity continues vesting per grant terms
1999 Plan: Time-based equity is forfeited, subject to the Committee's exercise of discretion to accelerate or permit continued vesting per original grant terms

2017 Plan: Time-based equity is forfeited, subject to the Committee's discretion to permit continued vesting per original grant terms
1999 Plan: Time-based equity is accelerated (whether or not individual is terminated)

2017 Plan and 2017 grants under the 1999 Plan: Time-based equity is accelerated only if (1) not replaced with equivalent value at the time CIC or (2) after replacement of award, executive is terminated within 24 months of the change of control
Time-based equity is accelerated
Time-based equity is accelerated
Performance Shares
Payment for completed performance period; incomplete periods prorated based on actual performance
Payment for completed performance period; incomplete periods may be prorated based on actual performance
Payment for completed performance period; immediate payment for incomplete periods assuming target performance
Payment for completed performance period; incomplete periods prorated based on actual performance
Payment for completed performance period; incomplete periods prorated based on actual performance
Life Insurance
None
None
None
None
Payable according to applicable insurance plans
Other Benefits (2)
None
Reasonable cost of 12 months of outplacement services; 100% of premiums for OMNOVA provided medical, dental and basic life insurance for 12 months
Reasonable cost of 12 months of outplacement services; 100% of premiums for OMNOVA provided medical, dental and basic life insurance for 12 months
None
None
 
 
(1)
“Retirement” includes a Named Executive Officer’s separation from employment (a) at or after age sixty-five or (b) at or after fifty-five years of age with at least ten years of service with OMNOVA . "Change of Control Termination" means involuntary termination (and for Ms. Noonan and Mr. LeMay, a resignation for “good reason") within two years after a change of control.
(2)
The “Other Benefits” row in the following tables assumes outplacement service costs of $25,000, medical insurance premiums of $23,688, dental insurance premiums of $1,260, and one year of the annual life insurance premiums reported in the 2017 components of all other compensation table for each Named Executive Officer.

48


2017 post-termination tables
The following tables report the compensation and benefits that would be paid by the Company to each Named Executive Officer, assuming that each of the termination events occurred on November 30, 2017.
Anne P. Noonan
Compensation or Benefit
Termination Event (1)
Resignation
($)(2)
Involuntary, Not For Cause
($)(2)
Change of Control Termination
($)
Due to Disability
($)
Death
($)
Severance Pay (3)

2,560,000

3,840,000



Annual Incentive

640,000

640,000

640,000

640,000

Time-Based Equity (4)


980,120

980,120

980,120

Performance Shares (4)
283,784

810,053

1,620,120

810,053

810,053

Life Insurance




4,100,000

Other Benefits (5)