|
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
||
|
(Zip Code)
|
|
(Address of principal executive offices)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
☒ |
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
|
Emerging growth company
|
|
PART III.
|
|||
Item 10.
|
5 |
||
Item 11.
|
6 |
||
Item 12.
|
41 |
||
Item 13.
|
44 |
||
Item 14.
|
45 |
||
PART IV.
|
|||
Item 15.
|
46 |
||
Item 16.
|
47 |
||
50 |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. |
EXECUTIVE COMPENSATION
|
Name
|
Title
|
David H. Li
|
President and Chief Executive Officer
|
Scott D. Beamer
|
Former Vice President and Chief Financial Officer
|
Daniel D. Woodland
|
Vice President and President, Electronic Materials
|
Jeffrey M. Dysard
|
Vice President and President, Performance Materials
|
H. Carol Bernstein
|
Vice President, Secretary and General Counsel
|
• |
link the interests of our executive officers to the interests of our stockholders,
|
• |
align compensation with business objectives and performance, and
|
• |
attract and retain talented executives.
|
Advanced Energy Industries
|
II-VI, Inc.
|
Brooks Automation, Inc.
|
Ingevity Corp.
|
Cognex Corporation
|
Innospec Inc.
|
Coherent, Inc.
|
Macom Technology Solutions
|
Element Solutions, Inc.
|
Rogers Corporation
|
Entegris, Inc.
|
Semtech Corporation
|
FormFactor, Inc.
|
W.R. Grace & Co.
|
Element
|
Description
|
Reason Provided
|
||||
Base Salary
|
Fixed amount paid in cash biweekly, as for all our employees.
|
As for all our employees, provides named executive officers with a steady, predictable amount of fixed income with merit increases from time-to-time based on
performance and market comparisons (if provided, usually effective on January 1 of the calendar year following such evaluation).
|
||||
Annual Cash Incentives (Short-Term Incentive Program, currently, pursuant to 2021 OIP and previously, pursuant to 2012 OIP)
|
Cash payment made within 75 days following completion of fiscal year depending on company and individual performance, as for all our employees.
|
As for all our employees, aligns compensation with business objectives and performance by communicating goals and motivating individuals to achieve these goals, and
rewarding performance actually achieved.
|
||||
Long-Term Equity Incentives (currently, pursuant to 2021 OIP and previously, pursuant to 2012 OIP)
|
Performance Share Units (Annual), Restricted Stock/Restricted Stock Unit Awards (Initial, Annual and Deposit Share Program) and Stock Option Grants (Initial, Annual).
|
As for all our employees who receive awards pursuant to our equity incentive plan, “at risk” and long-term performance goal-based nature of equity awards links
interests with those of our stockholders; provides ongoing retention mechanism over vesting periods.
|
||||
Change in Control Severance Protection Benefits for Executive Officers and other Key Employees (and Post-Termination Agreement for Chief Executive Officer)
|
Salary and other benefits paid if terminated within a certain period of time pursuant to a Change in Control of our company (three years’ salary and other benefits
for Chief Executive Officer; two years’ for other Executive Officers other than Principal Accounting Officer; one year’s for Key Employees and Principal Accounting Officer).
|
Assures company of dedicated executive and key employee team, notwithstanding the possibility, threat or occurrence of a change in control; provides for continuity of executive management and key employees in the
event of an actual or threatened change in control.
|
||||
Retirement and Other Benefits
|
401(k) defined contribution savings plan, Supplemental Plan, statutory benefits, basic life and disability insurance and limited perquisites, as for all our employees.
|
Represents market practice and competitive factors; the Supplemental Plan is a broad-based program for all U.S. employees who exceed the federal 401(k) compensation
limit.
|
Name
|
2021 Base Salary ($)
(Effective as of the
January 1, 2021 Pay Period)
|
Percentage Increase
Over FY 2020
and Reasoning
|
2022 Base Salary ($)
(Effective as of the
January 1, 2022 Pay Period)
|
Percentage Increase
Over FY 2021
and Reasoning
|
David H. Li
|
735,000
|
5%, in consideration of market comparables and individual and company performance
|
735,000
|
See above
|
Scott D. Beamer
|
432,600
|
3%, in consideration of market comparables and individual and company performance
|
432,600*
|
N/A
|
Daniel D. Woodland
|
500,000
|
5.3%, in consideration of market comparables and individual and company performance
|
500,000
|
See above
|
Jeffrey M. Dysard
|
445,500
|
10%, in consideration of market comparables, his relatively recent promotion to his current position and individual and company performance
|
445,500
|
See above
|
H. Carol Bernstein
|
425,300
|
5%, in consideration of market comparables and individual and company performance
|
425,300
|
See above
|
FY21 STIP Achievement Against Performance Goals
|
||||||||||||||||
Performance Objectives and Weighting
|
Threshold
|
Target
|
Stretch
|
Actual
|
||||||||||||
Revenue, $M (Weighted 50%)
|
$
|
1,104.1
|
$
|
1,200.1
|
$
|
1,296.1
|
$
|
1,199.8
|
||||||||
Adjusted EBITDA, as a percentage of Revenue (Weighted 50%)
|
31.0
|
%
|
32.0
|
%
|
33.0
|
%
|
29.9
|
%
|
Name
|
Fiscal Year 2021
STIP Target (as %
of Base Salary)
|
Fiscal Year 2021
STIP Target* ($)
|
Fiscal Year 2021
Actual Cash
Incentive Earned** ($)
|
||||||||
David H. Li
|
105
|
771,750
|
380,481
|
||||||||
Scott D. Beamer
|
65
|
281,200
|
139,300
|
||||||||
Daniel D. Woodland
|
65
|
325,000
|
160,100
|
||||||||
Jeffrey M. Dysard
|
65
|
289,600
|
141,200
|
||||||||
H. Carol Bernstein
|
65
|
276,400
|
136,300
|
* |
The STIP award target is calculated by reference to the actual base salary earned with respect to the fiscal year.
|
** |
In assessing our company’s and executive officers’ achievement of the noted Performance Goals for purposes of the multiplier described above, the compensation committee concluded that a performance factor of 49.9% had been achieved and the
STIP pool was funded accordingly, with allocation to the executive officers according to this percentage achievement. In assessing each named executive officer’s individual performance for fiscal year 2021, and for purposes of the multiplier
described above, the compensation committee pursuant to its ability to exercise negative discretion, ultimately decided upon a factor of 1.0 for each named executive officer that recognized the collective contributions of the executive
officers to the company’s success for the year.
|
Name
|
Fiscal Year 2021
Non-Qualified Stock
Option Grant (#)
|
Fiscal Year 2021
Restricted Stock Unit Award (#)
|
Target Performance Share Unit
Award (#) for the Fiscal Year
2021 through Fiscal Year 2023
Performance Period
|
|||||||
David H. Li
|
23,196
|
6,680
|
13,360
|
|||||||
Scott D. Beamer
|
6,610
|
1,903
|
2,538
|
|||||||
Daniel D. Woodland
|
6,958
|
2,004
|
2,672
|
|||||||
Jeffrey M. Dysard
|
5,915
|
1,703
|
2,271
|
|||||||
H. Carol Bernstein
|
5,362
|
1,603
|
2,137
|
Name
|
Fiscal Year 2022
Non-Qualified Stock
Option Grant (#)
|
Fiscal Year 2022
Restricted Stock Unit Award (#)
|
Target Performance Share Unit
Award (#) for the Fiscal Year
2022 through Fiscal Year 2024
Performance Period
|
|||||||
David H. Li
|
21,105
|
7,580
|
15,160
|
|||||||
Scott D. Beamer*
|
—
|
—
|
—
|
|||||||
Daniel D. Woodland
|
5,803
|
2,274
|
3,032
|
|||||||
Jeffrey M. Dysard
|
5,381
|
1,932
|
2,577
|
|||||||
H. Carol Bernstein
|
4,642
|
1,819
|
2,425
|
FY19-21 PSU Award Achievement Against Performance Goals
|
||||||||||||||||
Performance Objectives and Weighting
|
Threshold
(50%)
|
Target
(100%)
|
Stretch
(200%)
|
Actual
|
||||||||||||
Revenue Growth (Weighted 50%)
|
4%
|
|
7%
|
|
10%
|
|
4.1%
|
|
||||||||
Cumulative Earnings per Share (Weighted 50%)
|
$
|
15.75
|
$
|
21.00
|
$
|
24.50
|
$
|
20.70
|
Name
|
Target Performance
Share Unit Award (#)
for the Fiscal Year
2019 through Fiscal
Year 2021
Performance Period
|
Revenue Growth
and
Cumulative EPS
Actual Performance
|
Relative TSR Multiplier
|
Overall Actual
Performance
|
Actual Shares
Earned (#)
|
|||||||||||||||
David H. Li
|
13,728
|
74.7
|
%
|
1.0
|
x
|
74.7
|
%
|
10,255
|
||||||||||||
Scott D. Beamer
|
3,295
|
74.7
|
%
|
1.0
|
x
|
74.7
|
%
|
2,461
|
||||||||||||
Daniel D. Woodland
|
3,494
|
74.7
|
%
|
1.0
|
x
|
74.7
|
%
|
2,610
|
||||||||||||
Jeffrey M. Dysard
|
1,997
|
74.7
|
%
|
1.0
|
x
|
74.7
|
%
|
1,492
|
||||||||||||
H. Carol Bernstein
|
2,895
|
74.7
|
%
|
1.0
|
x
|
74.7
|
%
|
2,163
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Stock Awards
($)1
|
Option Awards
($)1
|
Non-Equity
Incentive
Plan
Compensation
($)2
|
All Other
Compen-
sation
($)3
|
Total Compen-
sation
($)
|
||||||||||||||||||
David H. Li
|
2021
|
726,250
|
3,004,303
|
1,186,107
|
380,481
|
298,319
|
5,595,460
|
||||||||||||||||||
President and Chief
Executive Officer
|
2020
|
700,000
|
2,423,521
|
938,799
|
825,000
|
264,081
|
5,151,401
|
||||||||||||||||||
2019
|
687,500
|
2,120,064
|
707,868
|
742,000
|
451,304
|
4,708,736
|
|||||||||||||||||||
Scott D. Beamer
|
2021
|
429,450
|
668,283
|
337,996
|
139,300
|
28,709
|
1,603,738
|
||||||||||||||||||
Former Vice President and
Chief Financial Officer4
|
2020
|
418,000
|
531,294
|
260,822
|
304,800
|
46,896
|
1,561,812
|
||||||||||||||||||
2019
|
409,000
|
583,744
|
254,815
|
283,900
|
46,919
|
1,578,378
|
|||||||||||||||||||
Daniel D. Woodland
|
2021
|
493,750
|
693,130
|
355,791
|
160,100
|
47,979
|
1,750,750
|
||||||||||||||||||
Vice President and President, Electronic Materials
|
2020
|
462,650
|
554,086
|
276,407
|
337,400
|
44,224
|
1,674,767
|
||||||||||||||||||
2019
|
414,200
|
619,274
|
270,295
|
293,200
|
51,064
|
1,648,033
|
|||||||||||||||||||
Jeffrey M. Dysard
|
2021
|
435,375
|
639,001
|
302,458
|
141,200
|
43,367
|
1,561,401
|
||||||||||||||||||
Vice President and
|
2020
|
391,250
|
429,190
|
189,732
|
285,300
|
36,404
|
1,331,876
|
||||||||||||||||||
President, Performance Materials
|
2019
|
337,278
|
353,972
|
154,470
|
221,200
|
127,462
|
1,194,383
|
||||||||||||||||||
H. Carol Bernstein
|
2021
|
420,225
|
554,385
|
300,985
|
136,300
|
43,490
|
1,455,385
|
||||||||||||||||||
Vice President, Secretary and General Counsel
|
2020
|
400,000
|
459,137
|
233,483
|
291,700
|
48,678
|
1,432,998
|
||||||||||||||||||
2019
|
380,075
|
512,889
|
227,023
|
265,300
|
54,950
|
1,440,237
|
1 |
The amounts in the column headed “Stock Awards” represent the aggregate grant date fair value of grants in fiscal years 2021, 2020 and 2019 computed in accordance with ASC 718. The actual value realized by a named executive officer related
to stock or stock unit awards will depend on the market value of our common stock on the date the stock is sold. For restricted stock unit awards, the fair value is equal to the underlying value of the stock and is calculated using the
closing price of our common stock on the award date. For performance share unit awards, the fair value is equal to the grant date fair value computed in accordance with ASC 718. The maximum potential value of the fiscal year 2021 performance
share unit awards is shown below:
|
Name
|
Performance
Share
Units at
Maximum
Value ($)
|
||||
Mr. Li
|
4,013,878
|
||||
Mr. Beamer
|
762,516
|
||||
Dr. Woodland
|
802,776
|
||||
Dr. Dysard
|
682,300
|
||||
Ms. Bernstein
|
642,040
|
2 |
The amounts in the column headed “Non-Equity Incentive Plan Compensation” represent the amounts earned under the STIP for fiscal years 2021, 2020 and 2019.
|
3 |
The information in the column headed “All Other Compensation” predominantly reflects amounts that by nature generally recur each year, such as benefit costs we contribute on behalf of our named executive officers in the same manner in
which we contribute such costs for all our employees. For example, the information in the column includes contributions (both “nonelective” employer contributions and “matching” contributions) made by us to our tax-qualified savings plan (the
“401(k) Plan”) and accruals under our non-qualified supplemental savings plan (the “Supplemental Plan”) according to the standard terms of each of these plans as applied to all our employees, including our named executive officers and other
executive officers. Under the 401(k) Plan, we make a nonelective employer contribution on each employee’s behalf of 3% of the employee’s eligible compensation (up to the I.R.S. eligible compensation limit), regardless of whether the employee
makes a contribution to the 401(k) Plan, and a safe harbor matching contribution on each employee’s behalf of 100% of the first 6% of the employee’s eligible compensation (up to the I.R.S. eligible compensation limit), that the employee
contributes to the 401(k) Plan. With respect to the Supplemental Plan, which applies to all employees, including our named executive officers and other executive officers, at such time as they reach the I.R.S. eligible compensation limit
under the 401(k) Plan, we continue to make an employer contribution of the equivalent of 4% of each employee’s eligible compensation (over the I.R.S. eligible compensation limit) to the Supplemental Plan on the employee’s behalf. Through
December 31, 2021, employees have not been able to make contributions to the Supplemental Plan.
|
Name
|
401(k) Plan ($)
|
Supplemental Plan ($)
|
|||||||
Mr. Li
|
14,644
|
50,423
|
|||||||
Mr. Beamer
|
10,697
|
17,760
|
|||||||
Dr. Woodland
|
26,100
|
21,627
|
|||||||
Dr. Dysard
|
25,919
|
17,196
|
|||||||
Ms. Bernstein
|
13,607
|
16,861
|
4 |
Mr. Beamer resigned as Vice President and Chief Financial Officer on November 15, 2021.
|
Type of
Award
|
Grant
Date
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards ($) (1)
|
Estimated Possible
Payouts Under Equity
Incentive Plan Awards (#)(2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or
Units (#)(2)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)(3)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)(4)
|
Grant Date
Fair Value
of Stock
and Option
Awards
($)(4)
|
||||||||||||||||||||||||||||||||||||||||
Name
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||||||||||||||
David H. Li
|
PSU(5)
|
12/3/20
|
—
|
—
|
—
|
6,680
|
13,360
|
32,064
|
—
|
—
|
—
|
2,006,939
|
|||||||||||||||||||||||||||||||||||
RSU(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
6,680
|
—
|
—
|
972,474
|
||||||||||||||||||||||||||||||||||||
|
Option(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
23,196
|
145.58
|
1,186,107
|
|||||||||||||||||||||||||||||||||||
|
STIP |
—
|
0
|
771,750
|
1,543,500
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
Scott D. Beamer
|
PSU(5)
|
12/3/20
|
—
|
—
|
—
|
1,269
|
2,538
|
6,091
|
—
|
—
|
—
|
381,258
|
|||||||||||||||||||||||||||||||||||
RSU(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
1,903
|
—
|
—
|
277,039
|
||||||||||||||||||||||||||||||||||||
Option(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,610
|
145.58
|
337,996
|
||||||||||||||||||||||||||||||||||||
|
STIP |
—
|
0
|
281,200
|
562,400
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
Daniel D. Woodland
|
PSU(5)
|
12/3/20
|
—
|
—
|
—
|
1,336
|
2,672
|
6,413
|
—
|
—
|
—
|
401,388
|
|||||||||||||||||||||||||||||||||||
RSU(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
2,004
|
—
|
—
|
291,742
|
||||||||||||||||||||||||||||||||||||
Option(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,958
|
145.58
|
355,791
|
||||||||||||||||||||||||||||||||||||
STIP
|
—
|
0
|
325,000
|
650,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
Jeffrey M. Dysard
|
PSU(5)
|
12/3/20
|
—
|
—
|
—
|
1,136
|
2,271
|
5,450
|
—
|
—
|
—
|
341,150
|
|||||||||||||||||||||||||||||||||||
RSU(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
1,703
|
—
|
—
|
247,923
|
||||||||||||||||||||||||||||||||||||
Option(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
5,915
|
145.58
|
302,458
|
||||||||||||||||||||||||||||||||||||
STIP
|
—
|
0
|
289,600
|
597,200
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
H. Carol Bernstein
|
PSU(5)
|
12/3/20
|
—
|
—
|
—
|
1,069
|
2,137
|
5,129
|
—
|
—
|
—
|
321,020
|
|||||||||||||||||||||||||||||||||||
RSU(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
1,603
|
—
|
—
|
233,365
|
||||||||||||||||||||||||||||||||||||
Option(6)
|
12/3/20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
5,362
|
145.58
|
300,985
|
||||||||||||||||||||||||||||||||||||
STIP
|
—
|
0
|
276,400
|
552,800
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1 |
The amounts in these columns reflect the threshold (0%), target (100%) and maximum (200%) amounts that could be earned by each named executive officer pursuant to the STIP for fiscal year 2021. The target STIP opportunity for each named
executive officer was based on a percentage of base salary, which was 105% for Mr. Li, and 65% for each of Mr. Beamer, Dr. Woodland, Dr. Dysard, and Ms. Bernstein.
|
2 |
The amounts in these columns do not include restricted stock units and performance share units awarded to our named executive officers after the end of fiscal year 2021. On December 6, 2021, as part of our annual equity incentive award
program, we awarded restricted stock units to our named executive officers (other than Mr. Beamer) with a fair market value based on the closing price of our stock on the award date of $141.18 per share that lapse in equal increments upon
each anniversary over four years, and performance share units to our named executive officers for the performance period of fiscal year 2022 through fiscal year 2024, in the amounts set forth in the table below:
|
Name
|
Restricted Stock
Unit Award (#)
|
Performance
Share
Unit Award
(#)
(Target)
|
|||||||
Mr. Li
|
7,580
|
15,160
|
|||||||
Mr. Beamer
|
—
|
—
|
|||||||
Dr. Woodland
|
2,274
|
3,032
|
|||||||
Dr. Dysard
|
1,932
|
2,577
|
|||||||
Ms. Bernstein
|
1,819
|
2,425
|
3 |
As with all other grants of stock options and stock awards to our named executive officers and other executive officers, other than the number of options or restricted stock or restricted stock units awarded, the terms and conditions of
the stock option grants in this column are the same as those made to all other employees.
|
Name
|
Securities Underlying Options (#)
|
|||
Mr. Li
|
21,105
|
|||
Mr. Beamer
|
—
|
|||
Dr. Woodland
|
5,803
|
|||
Dr. Dysard
|
5,381
|
|||
Ms. Bernstein
|
4,642
|
4 |
As with all our grants and stock awards to date, the exercise price was the fair market value based on the closing price of our stock on the date of grant.
|
5 |
Payment of each performance share unit award is contingent on the company attaining certain levels of average annual revenue growth and cumulative earnings per share in the fiscal year 2021 through fiscal year 2023 performance period
(weighted 50% each). If threshold, target, or stretch (maximum) performance goals are attained in the performance period, 50%, 100%, or 200% of the target amount, respectively, may be earned. If actual performance falls between the threshold
and target goals or the target and stretch goals, the payout would be determined using linear interpolation. The shares initially earned based on performance against the performance metrics are subject to potential upward (+20%) or downward
(-20%) adjustment based on the company’s relative TSR against a peer group during the performance period, resulting in a maximum payout of up to 240% of target.
|
6 |
Each restricted stock unit award and stock option grant vests in 25% increments on each of the first four anniversaries of the grant date.
|
Name
|
Shares on Deposit (#)
|
Corresponding Award Shares (#)
|
|||||
Mr. Li
|
335
|
167
|
|||||
Mr. Beamer
|
279
|
139
|
|||||
Dr. Dysard
|
1,398
|
699
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
Option
Exercise Price
($)
|
Option
Expiration
Date
|
Number of
Shares or Units
of Stock That
Have Not
Vested
(#)(2)
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(2)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
(#)(3)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not Vested
($)(3)
|
||||||||||||||||||||||||
David H. Li
|
31,100
|
—
|
60.27
|
12/5/2026
|
||||||||||||||||||||||||||||
16,540
|
5,514
|
92.57
|
12/5/2027
|
|||||||||||||||||||||||||||||
12,712
|
12,712
|
101.73
|
12/6/2028
|
|||||||||||||||||||||||||||||
5,903
|
17,709
|
127.48
|
12/5/2029
|
|||||||||||||||||||||||||||||
—
|
23,196
|
145.58
|
12/3/2030
|
16,987
|
2,093,308
|
25,780
|
3,176,869
|
|||||||||||||||||||||||||
Scott D. Beamer
|
5,847
|
1,949
|
97.89
|
1/16/2028
|
||||||||||||||||||||||||||||
4,576
|
4,576
|
101.73
|
12/6/2028
|
|||||||||||||||||||||||||||||
1,640
|
4,920
|
127.48
|
12/5/2029
|
|||||||||||||||||||||||||||||
—
|
6,610
|
145.58
|
12/3/2030
|
8,376
|
1,032,174
|
4,838
|
596,187
|
|||||||||||||||||||||||||
Daniel D. Woodland
|
1,055
|
—
|
46.45
|
12/3/2024
|
||||||||||||||||||||||||||||
7,850
|
—
|
42.37
|
12/3/2025
|
|||||||||||||||||||||||||||||
15,800
|
—
|
60.27
|
12/5/2026
|
|||||||||||||||||||||||||||||
7,200
|
2,400
|
92.57
|
12/5/2027
|
|||||||||||||||||||||||||||||
4,854
|
4,854
|
101.73
|
12/6/2028
|
|||||||||||||||||||||||||||||
1,738
|
5,214
|
127.48
|
12/5/2029
|
|||||||||||||||||||||||||||||
—
|
6,958
|
145.58
|
12/3/2030
|
5,415
|
667,290
|
5,112
|
629,952
|
|||||||||||||||||||||||||
Jeffrey M. Dysard
|
1,293
|
—
|
60.27
|
12/5/2026
|
||||||||||||||||||||||||||||
1,564
|
1,564
|
92.57
|
12/5/2027
|
|||||||||||||||||||||||||||||
1,387
|
2,774
|
101.73
|
12/6/2028
|
|||||||||||||||||||||||||||||
1,193
|
3,579
|
127.48
|
12/5/2029
|
|||||||||||||||||||||||||||||
—
|
5,915
|
145.58
|
12/3/2030
|
4,560
|
561,929
|
3,943
|
485,896
|
|||||||||||||||||||||||||
H. Carol Bernstein
|
5,850
|
1,950
|
92.57
|
12/5/2027
|
||||||||||||||||||||||||||||
4,022
|
4,022
|
101.73
|
12/6/2028
|
|||||||||||||||||||||||||||||
1,418
|
4,254
|
127.48
|
12/5/2029
|
|||||||||||||||||||||||||||||
—
|
5,362
|
145.58
|
12/3/2030
|
4,404
|
542,705
|
4,157
|
512,267
|
1 |
These columns show the outstanding stock option awards that are classified as exercisable or unexercisable that were held by each named executive officer as of September 30, 2021. The option awards vest or vested over four years in equal
increments upon each anniversary of the grant date, with a term expiring on the tenth anniversary of the grant date. Outstanding options that vested after September 30, 2021 are shown in the section entitled “Security Ownership of Certain
Beneficial Ownership and Management” above.
|
2 |
The restricted stock unit awards made to Mr. Li have the following vesting schedules: 6,680 units vest over four years in equal increments upon each anniversary of the December 3, 2020 award date, 4,659 units vest over three years in equal
increments upon each anniversary of the December 5, 2019 award date, 3,432 units vest over two years in equal increments upon each anniversary of the December 6, 2018 award date, and 1,654 units vested on December 5, 2021 upon the anniversary
of the December 5, 2017 award date. The restricted stock awards made to Mr. Li under the Deposit Share Program have the following vesting schedules: 395 shares vested on December 12, 2021 upon the third anniversary of the December 12, 2018
award date and 167 shares vest on December 15, 2023 upon the third anniversary of the December 15, 2020 award date.
|
Name
|
Accrued Dividend Equivalents on
Outstanding Restricted Stock Unit
Awards ($)
|
|||
Mr. Li
|
57,608
|
|||
Mr. Beamer
|
38,955
|
|||
Dr. Woodland
|
20,187
|
|||
Dr. Dysard
|
13,462
|
|||
Ms. Bernstein
|
16,451
|
3 |
The total amounts and values in these columns equal the total number of performance share units, at the target level for the fiscal year 2020-2022 performance period and at the maximum level for the fiscal year 2021-2023 performance
period, held by each named executive officer and multiplied by the market price of company common stock at the close of the last trading day in fiscal year 2021, which was $123.23 per share. These amounts exclude the performance share units
for the fiscal year 2019-2021 performance period that vested based on performance through September 30, 2021, and are reported in the “2021 Option Exercises and Stock Vested” table. In calculating the number of performance share units and
their value, we are required by SEC rules to compare our performance through the end of fiscal year 2021 under the performance share unit grants against the threshold, target and maximum performance levels for the grant and report in these
columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if performance through the previous year exceeded
target, even by only a modest amount, and even if it is unlikely that we will achieve the results that would dictate the payment of the maximum amount, we are required by SEC rules to report the maximum potential payouts. For the second year
of the fiscal year 2020 through fiscal year 2022 performance period, we exceeded threshold levels of average annual revenue growth and cumulative earnings per share and have accordingly reported the performance share units at the target award
level for this performance period (i.e., 100% of target). For the first year of the fiscal year 2021 through fiscal year 2023 performance period, we exceeded target levels of average annual revenue growth and cumulative earnings per share and
have accordingly reported the performance share units at the maximum award level for this performance period (i.e., 200% of target). Such numbers are further subject to potential upward (+20%) or downward (-20%) adjustment based on the
application of the company’s relative TSR multiplier, which will be applied following the completion of each performance period. The total value reported with respect to the performance share units held by each named executive officer
includes the following accrued dividend equivalents with respect to each performance period, at the target and maximum levels, respectively (which are not paid unless the performance goals are met with respect to the underlying performance
share units):
|
Name
|
Number of Fiscal
Year 2020 through
Fiscal Year 2022
Performance Shares
(Target)
|
Number of Fiscal
Year 2021 through
Fiscal Year 2023
Performance Shares
(Maximum)
|
Fiscal Year 2020 through
Fiscal Year
2022 Performance
Share Unit
Accrued Dividend
Equivalents ($)
|
Fiscal Year 2021 through
Fiscal Year
2023 Performance
Share Unit
Accrued Dividend
Equivalents ($)
|
|||||||||||||
Mr. Li
|
12,420
|
26,720
|
44,215
|
48,630
|
|||||||||||||
Mr. Beamer
|
2,300
|
5,076
|
8,188
|
9,238
|
|||||||||||||
Dr. Woodland
|
2,440
|
5,344
|
8,686
|
9,726
|
|||||||||||||
Dr. Dysard
|
1,672
|
4,542
|
5,952
|
6,086
|
|||||||||||||
Ms. Bernstein
|
2,020
|
4,274
|
7,191
|
7,779
|
Option Awards
|
Stock Awards
|
||||||||||||||||
Name
|
Number
of Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)1
|
Number
of Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)2
|
|||||||||||||
David H. Li
|
38,000
|
3,967,199
|
20,469
|
3,153,159
|
|||||||||||||
Scott D. Beamer
|
—
|
—
|
7,317
|
1,195,571
|
|||||||||||||
Daniel D. Woodland
|
—
|
—
|
6,674
|
1,040,859
|
|||||||||||||
Jeffrey M. Dysard
|
—
|
—
|
3,374
|
524,496
|
|||||||||||||
H. Carol Bernstein
|
3,950
|
418,374
|
5,886
|
919,267
|
1 |
For option awards, the value realized on exercise is equal to the aggregate difference between the exercise price of the options and the fair market value of the shares on the date of exercise.
|
2 |
For stock awards (restricted stock units, performance share units, and deposit share program award shares), the value realized is the number of shares vested multiplied by the fair market value of the shares at the time of vesting plus
payout of any accrued dividend equivalents.
|
Name
|
Registrant
contributions
in last FY ($)1
|
Aggregate
earnings
in last FY ($)
|
Aggregate
balance at
last FYE ($)
|
||||||||||
David H. Li
|
50,423
|
61,328
|
410,215
|
||||||||||
Scott D. Beamer
|
17,760
|
13,240
|
74,358
|
||||||||||
Daniel D. Woodland
|
21,627
|
31,375
|
145,592
|
||||||||||
Jeffrey M. Dysard
|
17,196
|
7,664
|
60,059
|
||||||||||
H. Carol Bernstein
|
16,861
|
107,874
|
555,375
|
1 |
These amounts are included in the “All Other Compensation” column of the Summary Compensation Table.
|
Named Executive
Officer
and Triggering
Event
|
Cash
Severance
($)1
|
Cash
Incentive
Through
Termination
Date($) 2
|
Cash Incentive
Continuation($)2
|
Retirement
Plan
Contributions($)
|
Accelerated
Vesting of
Equity
Awards($)3
|
Post-
Termination
Healthcare($)4
|
Outplacement
Services($)
|
280G
Tax
Gross
Up($)5
|
Total($)
|
||||||||||||||||||||||||||||
David H. Li
|
|||||||||||||||||||||||||||||||||||||
• Involuntary (Not for Cause or
Good Reason – No Change in
Control)
|
735,000
|
—
|
—
|
—
|
1,166,844
|
—
|
—
|
—
|
1,901,844
|
||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – With Change in Control)
|
2,205,000
|
1,300,000
|
3,900,000
|
195,201
|
5,712,544
|
60,000
|
110,250
|
—
|
13,482,995
|
||||||||||||||||||||||||||||
• Position Elimination Termination(6)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Retirement (Rule of 70)(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Death
|
—
|
—
|
—
|
—
|
5,712,544
|
—
|
—
|
—
|
5,712,544
|
||||||||||||||||||||||||||||
• Disability
|
—
|
—
|
—
|
—
|
4,395,969
|
—
|
—
|
—
|
4,395,969
|
||||||||||||||||||||||||||||
Scott D. Beamer
|
|||||||||||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – No Change in Control)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – With Change in Control)
|
865,200
|
390,000
|
780,000
|
56,914
|
1,776,133
|
40,000
|
64,890
|
—
|
3,973,137
|
||||||||||||||||||||||||||||
• Position Elimination Termination
|
—
|
—
|
—
|
—
|
1,132,211
|
—
|
—
|
—
|
1,132,211
|
||||||||||||||||||||||||||||
• Retirement (Rule of 70)(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Death
|
—
|
—
|
—
|
—
|
1,776,133
|
—
|
—
|
—
|
1,776,133
|
||||||||||||||||||||||||||||
• Disability
|
—
|
—
|
—
|
—
|
1,526,633
|
—
|
—
|
—
|
1,526,633
|
Named Executive
Officer
and Triggering
Event
|
Cash
Severance
($)1
|
Cash
Incentive
Through
Termination
Date($) 2
|
Cash Incentive
Continuation($)2
|
Retirement
Plan
Contributions($)
|
Accelerated
Vesting of
Equity
Awards($)3
|
Post-
Termination
Healthcare($)4
|
Outplacement
Services($)
|
280G
Tax
Gross
Up($)5
|
Total($) |
||||||||||||||||||||||||||||
Daniel D. Woodland
|
|||||||||||||||||||||||||||||||||||||
• Involuntary (Not for Cause or
Good Reason – No Change in
Control)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – With Change in Control)
|
1,000,000
|
494,000
|
988,000
|
95,454
|
1,475,187
|
40,000
|
75,000
|
—
|
4,167,641
|
||||||||||||||||||||||||||||
• Position Elimination Termination
|
—
|
—
|
—
|
—
|
840,722
|
—
|
—
|
—
|
840,722
|
||||||||||||||||||||||||||||
• Retirement (Rule of 70)(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Death
|
—
|
—
|
—
|
—
|
1,475,187
|
—
|
—
|
—
|
1,475,187
|
||||||||||||||||||||||||||||
• Disability
|
—
|
—
|
—
|
—
|
1,212,323
|
—
|
—
|
—
|
1,212,323
|
||||||||||||||||||||||||||||
Jeffrey M. Dysard
|
|||||||||||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – No Change in Control)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – With Change in Control)
|
891,000
|
289,575
|
579,150
|
86,230
|
1,155,418
|
40,000
|
66,825
|
—
|
3,108,198
|
||||||||||||||||||||||||||||
• Position Elimination Termination
|
—
|
—
|
—
|
—
|
572,417
|
—
|
—
|
—
|
572,417
|
||||||||||||||||||||||||||||
• Retirement (Rule of 70)(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Death
|
—
|
—
|
—
|
—
|
1,155,418
|
—
|
—
|
—
|
1,155,418
|
||||||||||||||||||||||||||||
• Disability
|
—
|
—
|
—
|
—
|
936,130
|
—
|
—
|
—
|
936,130
|
||||||||||||||||||||||||||||
H. Carol Bernstein
|
|||||||||||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – No Change in Control)(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Involuntary (Not for Cause or Good Reason – With Change in Control)
|
850,600
|
438,400
|
876,800
|
60,937
|
1,201,232
|
40,000
|
63,795
|
—
|
3,531,764
|
||||||||||||||||||||||||||||
• Position Elimination Termination(7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
• Retirement (Rule of 70)(7)
|
—
|
—
|
—
|
—
|
990,297
|
—
|
—
|
—
|
990,297
|
||||||||||||||||||||||||||||
• Death
|
—
|
—
|
—
|
—
|
1,201,232
|
—
|
—
|
—
|
1,201,232
|
||||||||||||||||||||||||||||
• Disability
|
—
|
—
|
—
|
—
|
990,297
|
—
|
—
|
—
|
990,297
|
1 |
This figure reflects (i) for Mr. Li only, in the event of a termination not for cause or for good reason not in connection with a Change in Control, the lump sum value of twelve months of salary continuation, or (ii) in the event of a
termination not for cause or for good reason in connection with a Change in Control, the lump sum value of three times (in the case of Mr. Li) or two times (in the case of the other named executive officers) the executive’s annual base
salary.
|
2 |
In accordance with the terms of the change in control agreements described below, for purposes of calculating the annual cash incentive through the termination date, the annual cash incentive amount for each named executive officer is
equal to the greatest of: (i) the target annual cash incentive amount for the fiscal year in which the Change in Control occurs, (ii) the target annual cash incentive amount for the fiscal year in which the termination date occurs, and (iii)
the highest annual cash incentive amount paid or payable to the named executive officer in respect of any of the three fiscal years preceding the fiscal year in which the Change in Control occurs. Assuming a Change in Control and termination
date as of September 30, 2021, the bonus amounts for each named executive officer represent the highest annual cash incentive amounts paid to them in respect of one of the three fiscal years preceding fiscal year 2021. The amounts disclosed
as cash incentive continuation for Mr. Li represents three times his annual cash incentive amount and the amounts disclosed as bonus continuation for Mr. Beamer, Dr. Woodland, Dr. Dysard, and Ms. Bernstein represent two times their annual
cash incentive amounts, each in accordance with the terms of the change in control agreements described below.
|
3 |
This figure represents the aggregate value of stock options, restricted stock units, restricted stock, and performance share units whose vesting either accelerates or continues following the specified termination of service, based on the
fair market value of a share of our common stock on September 30, 2021 ($123.23). For the stock options, the aggregate value is equal to the difference between the exercise price of the accelerated options and the fair market value of a share
of our common stock multiplied by the number of options on September 30, 2021, not including the value of vested but unexercised options multiplied by the number of stock options. For restricted stock units, restricted stock and performance
share units, the aggregate value is equal to the number of shares and units vested (for performance share units, assuming achievement at target) multiplied by the fair market value of a share of common stock on September 30, 2021, not
including the value of restricted stock that has already vested (including shares on deposit under our Executive Officer Deposit Share Program). The table below sets forth the value of accelerated options, the total value of all options
(including the value of accelerated options and the vested but unexercised options), the value of accelerated restricted stock units and restricted stock and the value of accelerated performance share units as of September 30, 2021:
|
Value of Accelerated Equity Awards
|
||||||||||||||||||||||||||||||||||||||||
Named
Executive
Officer
|
Options
(Non-Change
in Control)
|
Options
(Change
in
Control)
|
Options
(Position
Elimination)
|
Total Value
of Options
|
RSUs and
Restricted
Stock
(Non-
Change
in Control)
|
RSUs and
Restricted
Stock
(Change
in Control)
|
RSUs
(Position
Elimination)
|
PSUs
(Non-
Change
in
Control)
|
PSUs
(Change
in
Control)
|
PSUs
(Position
Elimination)
|
||||||||||||||||||||||||||||||
Mr. Li
|
305,713
|
442,367
|
—
|
3,180,848
|
861,131
|
2,093,308
|
—
|
—
|
3,176,869
|
—
|
||||||||||||||||||||||||||||||
Mr. Beamer
|
—
|
147,772
|
115,990
|
394,319
|
—
|
1,032,174
|
669,534
|
—
|
596,187
|
346,687
|
||||||||||||||||||||||||||||||
Dr. Woodland
|
—
|
177,945
|
144,440
|
2,213,580
|
—
|
667,290
|
329,194
|
—
|
629,952
|
367,088
|
||||||||||||||||||||||||||||||
Dr. Dysard
|
—
|
107,593
|
88,200
|
266,773
|
—
|
561,929
|
217,609
|
—
|
485,896
|
266,608
|
||||||||||||||||||||||||||||||
Ms. Bernstein
|
—
|
146,260
|
—
|
412,094
|
—
|
542,705
|
—
|
—
|
512,267
|
—
|
4 |
This amount assumes comparable health care coverage to that which is currently provided under our existing plan. Our company is self-insured, therefore there is no direct employer contribution amount. We have estimated the cost of
post-termination health care to be $20,000 per person per year. This amount could vary depending on the details of any new or replacement plan that may be in place in the event of a change in control, or any changes to our plan that are made
for regulatory or other reasons.
|
5 |
More detail is provided in the section entitled “Change in Control Severance Protection Agreements,” below.
|
6 |
In the event that Mr. Li’s employment was terminated involuntarily due to a position elimination termination, such termination would be treated as a termination without cause, and thus Mr. Li would receive the benefits summarized in this
table for a termination without cause.
|
7 |
As of September 30, 2021, Ms. Bernstein is retirement-eligible pursuant to the Rule of 70 and therefore, qualifies for accelerated vesting of certain equity awards upon Retirement (as discussed in more detail below under “Treatment of
Equity Awards”). As such, in the event that Ms. Bernstein’s employment was terminated involuntarily due to a position elimination termination or for any reason other than for cause, such termination would be treated as a retirement. No other
named executive officer was retirement-eligible under the Rule of 70 at the end of fiscal year 2021.
|
• |
accrued and unpaid compensation including: base salary, reimbursement for reasonable and necessary expenses incurred by the executive on our behalf through the date of termination, vacation pay and earned and unpaid bonuses and incentive
compensation with respect to the period prior to the termination date;
|
• |
the Bonus Amount (which is the greatest of (i) the executive’s target cash incentive amount for the fiscal year in which the change in control occurs, (ii) the executive’s target cash incentive amount for the fiscal year in which the
termination date occurs, and (iii) the highest annual cash incentive paid or payable to the executive in respect of any of the three fiscal years preceding the fiscal year in which change in control occurs), pro-rated for the number of days
that have elapsed in the fiscal year through the termination date;
|
• |
two times (in the case of Mr. Beamer, Dr. Woodland, Dr. Dysard, and Ms. Bernstein) or three times (in the case of Mr. Li) the executive’s annual base salary plus the Bonus Amount plus an amount equal to the contributions made or credited
by us under all qualified and non-qualified retirement plans for the benefit of the executive for the most recently completed plan year of each such plan (e.g., the 401(k) Plan and Supplemental Plan), payable in a lump sum;
|
• |
health and welfare benefits (consistent with health and welfare benefits available to all employees for which they had been eligible prior to their termination) for 24 months (in the case of Mr. Beamer, Dr. Woodland, Dr. Dysard, and Ms.
Bernstein) or 36 months (in the case of Mr. Li) following the executive officer’s termination date;
|
• |
payment or reimbursement for the costs, fees and expense of outplacement assistance services, up to a maximum of 15% of the executive officer’s annual base salary; and
|
• |
only for change in control severance protection agreements for executive officers entered into as of 2008, a full “gross-up payment” of any and all excise (but not income) taxes assessed on amounts received under the change in control
agreements, as well as all other taxes, other than income taxes, that may become due as a result of the gross-up payment. Mr. Li’s and Ms. Bernstein’s change in control severance protection agreements were entered into as of 2008, and thus
the terms of their agreements provide for such treatment. For Mr. Li, the hypothetical amount of the excise tax (“280G”) gross-up reported as payable in the table above for him is based only on circumstances in place as of September 30, 2021,
including his average W-2 income level (or “base amount”) used to calculate the potential excise tax amount. Actual excise tax amounts, if any, would be determined based on the circumstances existing at the time of an actual change in control
transaction, considering any relevant factors, including but not limited to the value of services to be provided in the event of a change in control, and/or an agreement to refrain from performing services pursuant to a covenant not to
compete or similar covenant in existence prior to, at the time of, or after a change in control of the company. Any change in control severance protection agreement entered into subsequent to 2008 for a new executive officer does not include
this provision. Mr. Beamer’s, Dr. Woodland’s, and Dr. Dysard’s change in control severance protection agreements, which were entered into subsequent to 2008, thus do not include this provision. Instead, their agreements provide that in the
event that amounts or benefits they would receive under such agreements or otherwise would subject them to excise taxes, we would reduce such amounts and benefits to an amount such that they would not be subject to excise taxes, provided that
such reduction results in greater after-tax benefits to them. Actual excise tax amounts and related reductions, if any, would be determined based on the circumstances existing at the time of an actual change in control transaction,
considering any relevant factors, including but not limited to the value of services to be provided in the event of a change in control, and/or an agreement to refrain from performing services pursuant to a covenant not to compete or similar
covenant in existence prior to, at the time of, or after a change in control of the company.
|
Name
|
Fees Earned
or Paid
in Cash ($)1
|
Stock
Awards
($)2
|
Option
Awards
($)2
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||
William P. Noglows
|
140,000
|
95,852
|
89,998
|
—
|
325,850
|
||||||||||||||||
Richard S. Hill
|
115,000
|
95,852
|
89,998
|
—
|
300,850
|
||||||||||||||||
Barbara A. Klein
|
115,000
|
95,852
|
89,998
|
—
|
300,850
|
||||||||||||||||
Paul J. Reilly
|
102,500
|
95,852
|
89,998
|
—
|
288,350
|
||||||||||||||||
Anne K. Roby 3
|
30,000
|
140,756
|
68,145
|
—
|
238,901
|
||||||||||||||||
Susan M. Whitney
|
102,500
|
95,852
|
89,998
|
—
|
288,350
|
||||||||||||||||
Geoffrey Wild
|
90,000
|
95,852
|
89,998
|
—
|
275,850
|
1 |
Represents actual fees paid in fiscal year 2021, which includes an annual retainer fee, and, as applicable, a board of directors Chair or committee Chair annual retainer fees, both earned quarterly, each as discussed in more detail below.
For Mr. Reilly and Ms. Whitney, this includes partial year committee Chair fees. Dollar amounts are comprised as follows:
|
Name
|
Annual
Retainer Fee
($)
|
Committee
Chair Fee
($)
|
Non-
Executive
Board
Chair Fee ($)
|
||||||||||
Mr. Noglows
|
90,000
|
—
|
50,000
|
||||||||||
Mr. Hill*
|
90,000
|
25,000
|
—
|
||||||||||
Ms. Klein**
|
90,000
|
25,000
|
—
|
||||||||||
Mr. Reilly***
|
90,000
|
12,500
|
—
|
||||||||||
Dr. Roby
|
30,000
|
—
|
—
|
||||||||||
Ms. Whitney
|
90,000
|
12,500
|
—
|
||||||||||
Mr. Wild
|
90,000
|
—
|
—
|
* |
Nominating and corporate governance committee Chair
|
** |
Compensation committee Chair (effective as of March 2021)
|
*** |
Audit committee Chair (effective as of March 2021)
|
2 |
The amounts in the column headed “Stock Awards” represent the aggregate award date fair value of awards made in fiscal year 2021 computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) Topic 718, Stock Compensation (“ASC 718”). For these restricted stock unit awards, the fair value is equal to the underlying value of the stock and is calculated using the closing price of our common stock on the award date. The actual
value realized by a non-employee director related to restricted stock unit awards will depend on the market value of our common stock on the date the underlying stock is sold following vesting of the awards.
|
Name
|
Award or
Grant Date
|
Number of
Restricted Stock
Units
|
Award Date Fair
Value ($)
|
Number of
Options
|
Grant Date
Fair Value ($)
|
|||||||||||||
Mr. Noglows
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
|||||||||||||
Mr. Hill
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
|||||||||||||
Ms. Klein
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
|||||||||||||
Mr. Reilly
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
|||||||||||||
Dr. Roby
|
6/1/2021
|
914
|
*
|
140,756
|
1,107
|
68,145
|
||||||||||||
Ms. Whitney
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
|||||||||||||
Mr. Wild
|
3/3/2021
|
561
|
95,852
|
1,305
|
89,998
|
Aggregate Number of Awards
Outstanding as of September 30,
2021
|
|||||||||
Name
|
Stock Awards*
|
Option Awards
|
|||||||
Mr. Noglows
|
561
|
91,569
|
|||||||
Mr. Hill
|
561
|
6,235
|
|||||||
Ms. Klein
|
561
|
42,069
|
|||||||
Mr. Reilly
|
561
|
14,431
|
|||||||
Dr. Roby
|
914
|
1,107
|
|||||||
Ms. Whitney
|
561
|
37,569
|
|||||||
Mr. Wild
|
561
|
37,569
|
3 |
Dr. Roby was elected to the board of directors effective June 1, 2021.
|
Description of Director Compensation, Effective March 2016
|
Amount/Value ($)
|
||||
Annual Retainer Fee1
|
90,000
|
||||
Committee Chair Annual Retainer Fees1:
|
|||||
Audit committee Chair
|
25,000
|
||||
Compensation committee Chair
|
25,000
|
||||
Nominating and corporate governance committee Chair
|
25,000
|
||||
No Standing Committee or Board Meeting Fees2
|
—
|
||||
Non-Executive Board Chair Fee3
|
50,000
|
||||
Annual Non-qualified Stock Option Grant4
|
90,000
|
||||
Annual Restricted Stock Unit Award4
|
90,000
|
||||
Initial Restricted Stock Unit Award5
|
90,000
|
1 |
Paid quarterly beginning with the quarter end following the effective date of appointment, and subsequently, beginning with the quarter end following our annual meeting. Directors do not receive additional compensation for serving as
committee members.
|
2 |
To the extent a special committee is established by board of directors to address a unique matter, a committee meeting fee of $1,500 will be provided.
|
3 |
If a non-executive serves as Chair of the board of directors, he or she will receive a retainer amount in addition to the annual retainer fee.
|
4 |
Made at the time of our annual meeting (or initial appointment to the board of directors, on a pro-rata basis according to the number of days left until the subsequent annual meeting from the initial date of election) based on a fixed
dollar value, with 100% vesting occurring on the first anniversary of the grant/award date. Number of units are calculated consistent with methodology used to calculate employee awards, using multiple-day average stock price in advance of
award date (annual meeting), and Black-Scholes value of option grants, as applicable.
|
5 |
New directors receive initial restricted stock unit awards, based on a fixed dollar value. Each award vests 25% per year on the first four anniversaries of the award date.
|
• |
The median of the annual total compensation of all employees of the company (other than our CEO) was $93,504; and
|
• |
The annual total compensation of our CEO was $5,595,460.
|
1. |
We determined that, as of September 30, 2021, our employee population consisted of approximately 2,200 individuals working at the company and its consolidated subsidiaries, with approximately 1,200 of these individuals located in the
United States and approximately 1,000 of these individuals located outside of the United States.
|
2. |
We utilized the base pay for the fiscal year ending September 30, 2021 as our consistently applied compensation measure to identify the median employee from our total employee population, which we applied to all employees included in our
analysis. We did not make any cost-of-living adjustments in identifying the median employee. Using this methodology, we determined that the median employee was a full-time, hourly employee located in the United States.
|
3. |
With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for the fiscal year ending September 30, 2021 in accordance with the requirements of Item
402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $93,504.
|
4. |
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2021 Summary Compensation Table included in this Form 10-K/A and incorporated by reference under Item 11 of
Part III of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
• |
all persons known by us to own beneficially more than 5% of our outstanding common stock;
|
• |
each of our directors;
|
• |
each of the named executive officers in the Compensation Discussion and Analysis Section and the Summary Compensation Table included in this Form 10-K/A; and
|
• |
all our directors and executive officers as a group.
|
Name and Address
|
Number of Shares
Beneficially
Owned1
|
Approximate
Percent of Class1
|
||||||||
Certain beneficial owners:
|
||||||||||
1. BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
3,118,743
|
2
|
10.9
|
%
|
||||||
2. The Vanguard Group, Inc.
P.O. Box 2600
Valley Forge, Pennsylvania 19482
|
2,870,726
|
3
|
10.0
|
%
|
||||||
3. Neuberger Berman Group LLC
1290 Avenue of the Americas
New York, NY 10104
|
1,898,913
|
4
|
6.6
|
%
|
||||||
4. EARNEST Partners, LLC
1180 Peachtree Street NE, Suite 2300
Atlanta, Georgia 30309
|
1,674,339
|
5
|
5.9
|
%
|
||||||
Directors and executive officers:
|
||||||||||
David H. Li
|
163,355
|
6
|
*
|
|||||||
William P. Noglows
|
156,668
|
67
|
*
|
|||||||
Richard S. Hill
|
13,559
|
6
|
*
|
|||||||
Barbara A. Klein
|
38,446
|
6
|
*
|
|||||||
Paul J. Reilly
|
20,105
|
6
|
*
|
|||||||
Anne K. Roby
|
924
|
6
|
*
|
|||||||
Susan M. Whitney
|
48,643
|
6
|
*
|
|||||||
Geoffrey Wild
|
48,643
|
6
|
*
|
|||||||
Scott D. Beamer
|
39,642
|
6
|
*
|
|||||||
Daniel D. Woodland
|
32,607
|
6
|
*
|
|||||||
Jeffrey M. Dysard
|
11,195
|
6
|
*
|
|||||||
H. Carol Bernstein
|
64,242
|
68
|
*
|
|||||||
All directors and executive officers as a group (14 persons)
|
617,803
|
69
|
2.2
|
%
|
* |
= less than 1%
|
1 |
“Beneficial ownership” generally means any person who, directly or indirectly, has or shares voting or investment power with respect to a security or has the right to acquire such power within 60 days. Shares of common stock subject to
options, warrants or rights that are currently exercisable or exercisable within 60 days of January 7, 2022 are deemed outstanding for computing the ownership percentage of the person holding such options, warrants or rights, but are not
deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 28,568,967 shares of our common stock outstanding as of January 7, 2022, unless otherwise indicated.
|
2 |
Of the shares reported as beneficially owned, BlackRock, Inc. exercises (a) sole power to vote 3,079,821 shares, (b) no power to vote 38,922 shares, and (c) sole investment power over 3,118,743 shares. The total number of shares reported
as beneficially owned is 3,118,743, as of September 30, 2021. The number of shares indicated is based on information reported in Form 13F Holdings Report filed by BlackRock, Inc. on November 9, 2021.
|
3 |
Of the shares reported as beneficially owned, The Vanguard Group, Inc. exercises (a) shared power to vote 56,016, (b) sole investment power over 2,788,624 shares, and (c) shared investment power over 82,102 shares. The total number of
shares reported as beneficially owned is 2,870,726, as of November 30, 2021. The number of shares indicated is based on information reported in the Schedule 13G/A filed by The Vanguard Group, Inc. on December 9, 2021.
|
4 |
Of the shares reported as beneficially owned, Neuberger Berman Group LLC exercises (a) sole power to vote 1,844,879 shares, (b) no power to vote 54,034 shares, (c) sole investment power over 16,497 shares, and (d) shared investment power
over 1,882,416 shares. The total number of shares reported as beneficially owned is 1,898,913 shares, as of September 30, 2021. The number of shares indicated is based on the information reported in the Form 13F Holdings Report filed by
Neuberger Berman LLC on November 12, 2021.
|
5 |
Of the shares reported as beneficially owned, EARNEST Partners, LLC exercises (a) sole power to vote 1,163,595 shares, (b) shared power to vote 3,180 shares, (c) no power to vote 507,564 shares, and (d) sole investment power over 1,674,339
shares. The total number of shares reported as beneficially owned is 1,674,339 shares, as of September 30, 2021. The number of shares indicated is based on the information reported in the Form 13F Holdings Report filed by EARNEST Partners,
LLC on November 15, 2021.
|
6 |
Includes shares of our common stock that such person has the right to acquire pursuant to stock options granted pursuant to the 2012 OIP or pursuant to the 2021 OIP, in either case, exercisable within 60 days of January 7, 2022, as
follows:
|
Name
|
Upon Exercise
Shares Issuable
|
||||
Mr. Li
|
69,677
|
||||
Mr. Noglows
|
91,569
|
||||
Mr. Hill
|
6,235
|
||||
Ms. Klein
|
14,431
|
||||
Mr. Reilly
|
14,431
|
||||
Dr. Roby
|
—
|
||||
Ms. Whitney
|
37,569
|
||||
Mr. Wild
|
37,569
|
||||
Mr. Beamer
|
19,592
|
||||
Dr. Woodland
|
22,096
|
||||
Dr. Dysard
|
—
|
||||
Ms. Bernstein
|
18,009
|
Equity Incentive Program Restricted Stock Units
|
||||||||||||||||||||
Name
|
1/16/18
|
1/16/18
|
12/6/18
|
12/5/19
|
12/3/20
|
12/6/21
|
||||||||||||||
Mr. Li
|
—
|
—
|
1,716
|
3,106
|
5,010
|
7,580
|
||||||||||||||
Mr. Beamer
|
3,282
|
526
|
618
|
860
|
1,428
|
—
|
||||||||||||||
Dr. Woodland
|
—
|
—
|
656
|
916
|
1,503
|
2,274
|
||||||||||||||
Dr. Dysard
|
—
|
—
|
375
|
626
|
1,278
|
1,932
|
||||||||||||||
Ms. Bernstein
|
—
|
—
|
543
|
760
|
1,203
|
1,819
|
Name
|
Non-Employee Director
Restricted Stock Units
|
|||
Mr. Noglows
|
561
|
|||
Mr. Hill
|
561
|
|||
Ms. Klein
|
561
|
|||
Mr. Reilly
|
561
|
|||
Dr. Roby
|
914
|
|||
Ms. Whitney
|
561
|
|||
Mr. Wild
|
561
|
7 |
Includes 41,125 shares of our common stock held in trust for the benefit of Mr. Noglows’ family members, comprised of 26,125 shares held in trust for the benefit of Mr. Noglows’ spouse, over which Mr. Noglows has no voting or investment
power or ownership control, 7,500 shares held in trust for the benefit of a child of Mr. Noglows, over which Mr. Noglows has investment and voting, but no ownership, control, and 7,500 shares held in another trust for the benefit of another
child of Mr. Noglows, over which Mr. Noglows has investment and voting, but no ownership, control.
|
8 |
Includes 20,808 shares of our common stock held in trust for the benefit of Ms. Bernstein’s family members, over which Ms. Bernstein has voting and investment, but no ownership, control.
|
9 |
Includes all individuals who were directors and executive officers as of January 7, 2022, and does not include individuals who ceased to be executive officers prior to such date, except for Mr. Noglows, who since January 1, 2016 has been a
non-employee director. Includes 318,435 shares of our common stock that our directors and executive officers have the right to acquire pursuant to stock options exercisable within 60 days of January 7, 2022, and 43,661 restricted shares of
our common stock or restricted stock units held by our executive officers still subject to restrictions as of January 12, 2022 (which include shares subject to restrictions or conditions pursuant to our Deposit Share Program).
|
Plan category
|
(a) Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
(b) Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
|
(c) Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
||||||
Equity compensation plans approved by security holders (1)
|
1,010,486
|
(2)
|
$
|
89.61
|
(2)
|
2,361,281
|
(3)
|
||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||
Total
|
1,010,486
|
(2)
|
$
|
89.61
|
(2)
|
2,361,281
|
(3)
|
1. |
See Note 16 of “Notes to the Consolidated Financial Statements” of the Original Form 10-K for more information regarding the composition of our equity compensation plans.
|
2. |
Column (a) includes 779,010 shares subject to outstanding nonqualified stock options, 146,960 shares that employees and non-employee directors have the right to acquire upon the vesting of the equivalent RSUs that they have been awarded
under our equity incentive plans, and 84,516 initial granted shares that certain employees have the right to acquire upon the vesting of the performance-based restricted stock units (PSUs) that they have been awarded under our equity
incentive plans, which may be subject to downward or upward adjustment depending on the performance measures during the particular performance period pursuant to the PSU award agreement. Column (b) excludes all of these RSUs and PSUs from the
weighted-average exercise price. The weighted average term of stock options is 6.04 years.
|
3. |
Column (c) includes 239,941 shares available for future issuance under the Employee Stock Purchase Plan.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fees
|
Fiscal Year Ended
September 30, 2021 ($)
|
Fiscal Year Ended
September 30, 2020 ($)
|
|||||||
Audit Fees1
|
2,912,803
|
3,622,542
|
|||||||
Audit-Related Fees2
|
—
|
—
|
|||||||
Tax Fees3
|
372,334
|
825,206
|
|||||||
All Other Fees4
|
4,500
|
4,500
|
|||||||
Total
|
3,289,637
|
4,452,248
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements:
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of (Loss) Income for the years ended September 30, 2021, 2020 and 2019
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended September 30, 2021, 2020 and 2019
|
|
Consolidated Balance Sheets at September 30, 2021 and 2020
|
|
Consolidated Statements of Cash Flows for the years ended September 30, 2021, 2020 and 2019
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2021, 2020 and 2019
|
|
Notes to the Consolidated Financial Statements
|
|
2.
|
Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts for the years ended September 30, 2021, 2020 and 2019
|
3.
|
Exhibits - The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-K/A:
|
ITEM 16. |
FORM 10-K SUMMARY
|
Exhibit
No.
|
Description
|
Filed as an exhibit to, and incorporated by reference from
|
|||||||
Form
|
File No.
|
Filing Date
|
|||||||
2.1
|
8-K
|
000-30205
|
August 17, 2018
|
||||||
3.2
|
8-K
|
000-30205
|
October 1, 2020
|
||||||
3.3
|
8-K
|
000-30205
|
October 1, 2020
|
||||||
4.1
|
10-K
|
000-30205
|
November 17, 2020
|
||||||
4.2
|
10-K
|
000-30205
|
November 17, 2020
|
||||||
10.1
|
10-K
|
000-30205
|
November 17, 2020
|
||||||
10.2
|
10-K
|
000-30205
|
November 25, 2008
|
||||||
10.3
|
10-Q
|
000-30205
|
May 6, 2021
|
||||||
10.4
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
10.5
|
10-K
|
000-30205
|
November 25, 2008
|
||||||
10.6
|
10-K
|
000-30205
|
November 17, 2020
|
||||||
10.7
|
10-K
|
000-30205
|
November 25, 2008
|
||||||
10.8
|
10-K
|
000-30205
|
November 17, 2020
|
||||||
10.9
|
10-Q
|
000-30205
|
February 8, 2013
|
||||||
10.10
|
10-Q
|
000-30205
|
August 8, 2012
|
||||||
10.11
|
10-Q
|
000-30205
|
February 8, 2016
|
||||||
10.12
|
10-Q
|
000-30205
|
February 7, 2018
|
||||||
10.13
|
10-Q
|
000-30205
|
February 7, 2018
|
||||||
10.14
|
10-Q
|
000-30205
|
February 7, 2018
|
||||||
10.15
|
10-K
|
000-30205
|
November 12, 2021
|
10.16
|
10-Q
|
000-30205
|
May 6, 2021
|
||||||
10.17
|
10-Q
|
000-30205
|
May 6, 2021
|
||||||
10.18
|
10-Q
|
000-30205
|
August 5, 2021
|
||||||
10.19
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
10.20
|
10-Q
|
000-30205
|
February 6, 2015
|
||||||
10.21
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
10.22
|
10-Q
|
000-30205
|
February 4, 2021
|
||||||
10.23
|
8-K
|
000-30205
|
December 24, 2019
|
||||||
10.24
|
8-K
|
000-30205
|
July 6, 2021
|
||||||
21.1
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
23.1
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
24.1
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
31.1
|
|||||||||
31.2
|
|||||||||
32.1
|
10-K
|
000-30205
|
November 12, 2021
|
||||||
101.INS
|
XBRL Instance Document - The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
||||||||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
||||||||
104
|
Cover Page Interactive Data File - The Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
|
*
|
Management contract, or compensatory plan or arrangement.
|
||
**
|
Substantially similar change in control severance protection agreements have been entered into with David H. Li, Scott D. Beamer, H. Carol Bernstein, Eleanor K.
Thorp, Jeffrey M. Dysard, Colleen E. Mumford, Jeanette A. Press, and Daniel D. Woodland, with differences only in the amount of payments and benefits to be received by such persons.
|
||
***
|
Substantially similar deposit share agreements have been entered into with Scott D. Beamer, Jeffrey M. Dysard, David H. Li, Jeanette A. Press, and Eleanor K.
Thorp with differences only in the amount of initial deposit made and deposit shares purchased by such persons.
|
CMC MATERIALS, INC.
|
||
Date: January 19, 2022
|
/s/ DAVID H. LI
|
|
David H. Li
President and Chief Executive Officer
[Principal Executive Officer]
|