DEF 14A 1 atkore-def14a2020.htm DEF 14A Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
 
 
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Preliminary Proxy Statement
 
 
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Definitive Proxy Statement
 
 
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Definitive Additional Materials
 
 
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Soliciting Material Pursuant to §240.14a-12
ATKORE INTERNATIONAL GROUP INC.
(Name of Registrant as Specified In Its Charter)
 
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
 
  
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ATKORE INTERNATIONAL GROUP INC.
16100 South Lathrop Avenue
Harvey, Illinois 60426
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Atkore International Group Inc. (the "Company") will be held on Thursday, January 30, 2020, at 8:00 a.m. (Central Time), at The Waldorf Astoria Chicago, 11 E. Walton St., Chicago, IL, 60611, for the following purposes:
1.
To elect the three Class I directors named in this proxy statement to serve until the 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting").
2.
To hold a non-binding advisory vote approving executive compensation.
3.
To approve the Atkore International Group Inc. 2020 Omnibus Incentive Plan.
4.
To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.
5.
To transact such other business as may properly come before the Annual Meeting of Stockholders or any reconvened meeting following any adjournment or postponement thereof.
The foregoing items of business are more fully described in our proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on or about December 13, 2019 on behalf of the board of directors of the Company.
Only stockholders of record at the close of business on December 3, 2019 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
We are furnishing our proxy materials to all of our stockholders over the Internet rather than in paper form. We believe that this delivery process lowers the costs of printing and distributing our proxy materials and reduces our environmental impact, without impacting our stockholders' timely access to this important information. Accordingly, stockholders of record at the close of business on December 3, 2019 will receive a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and may vote at the Annual Meeting of Stockholders. Such stockholders will also receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders on or about December 13, 2019.
By Order of the Board of Directors,

atkoredsk.jpg
Daniel S. Kelly
Vice President, General Counsel and Corporate Secretary
December 13, 2019



Whether or not you plan to attend the annual meeting, please vote by Internet at your earliest convenience or complete, sign, date and return the proxy card so that your shares will be represented at the meeting. You may choose to attend the meeting and personally cast your votes even if you vote by Internet or fill out and return a proxy card by mail. If you choose to attend the meeting in person, you may revoke your proxy and personally cast your votes at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 30, 2020:
The proxy statement and the annual report on Form 10-K for the fiscal year ended September 30, 2019 are available at www.proxyvote.com or www.investors.atkore.com.



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ATKORE INTERNATIONAL GROUP INC.
16100 South Lathrop Avenue
Harvey, Illinois 60426

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 30, 2020

The proxy statement and annual report to stockholders are available at
www.proxyvote.com or www. investors.atkore.com

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") has been mailed to our stockholders on or about December 13, 2019. Stockholders will have the ability to access the proxy materials on the websites listed above, or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.

The Notice of Internet Availability also provides instructions on how you may request that we send future proxy materials to you electronically by electronic mail or in printed form by mail. If you choose to receive future proxy materials by electronic mail, you will receive an electronic mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic mail or in printed form by mail will remain in effect until you terminate it. We encourage you to choose to receive future proxy materials by electronic mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.



TABLE OF CONTENTS
 
 
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING
What are the proxy materials?
The board of directors (the "board") of Atkore International Group Inc., a Delaware corporation (referred to as “Atkore,” the “Company,” “we,” “us,” or “our”), has made these proxy materials available to you on the Internet, or is providing printed proxy materials to you pursuant to your request, in connection with the solicitation of proxies for use at our Annual Meeting to be held on Thursday, January 30, 2020, at 8:00 a.m. (Central Time), at The Waldorf Astoria Chicago, 11 E. Walton St., Chicago, IL, 60611, for the purpose of considering and acting upon the matters set forth in this proxy statement.
This proxy statement includes important information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares. The proxy materials include this proxy statement, our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, and the proxy card. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability. These proxy materials are being made available or distributed to you on or about December 13, 2019.
As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.
Why did we receive only one copy of the Notice of Internet Availability and how may I obtain an additional copy?
We are sending only one copy of our Notice of Internet Availability to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.
If your household received a single mailing this year and you would like to have additional copies of our Notice of Internet Availability mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to Atkore International Group Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois, 60426. You may also contact us in the same manner if you received multiple copies of the Notice of Internet Availability and would prefer to receive a single copy in the future.
All stockholders and beneficial owners may access the proxy materials at www.proxyvote.com as well as the Company’s website—www.investors.atkore.com. If you would like to receive a paper copy or an e-mail copy of our proxy materials, at no charge, please make the request by mail to Atkore International Group Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois 60426, by Internet at www.proxyvote.com, by telephone to 1-800-579-1639, requesting Daniel S. Kelly, or by e-mail to sendmaterial@proxyvote.com.
What items of business will be voted on at the Annual Meeting?
The items of business scheduled to be voted on at the Annual Meeting are:
Proposal 1: The election of three nominees named in the proxy statement as Class I directors for a term expiring at the 2021 Annual Meeting.
Proposal 2: A non-binding advisory vote approving executive compensation.
Proposal 3: Approval of the Atkore International Group Inc. 2020 Omnibus Incentive Plan.
Proposal 4: The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.
To transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.
How does the board of directors recommend I vote on these proposals?
Proposal 1: “FOR” each of the nominees named in the proxy statement as Class I directors for a term expiring at the 2021 Annual Meeting.

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Proposal 2: “FOR” the non-binding advisory vote approving executive compensation.
Proposal 3: "FOR" approval of the Atkore International Group Inc. 2020 Omnibus Incentive Plan.
Proposal 4: “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.
If any other matters properly come before the Annual Meeting that require a vote of the stockholders, the persons designated as proxies will vote the shares of common stock of the Company, par value $0.01 per share, represented by the proxies, either FOR, AGAINST or ABSTAIN, in accordance with their judgment on those matters. As of the date hereof, our board of directors is not aware of any other such matter or business to be transacted at our Annual Meeting.
Who is entitled to vote at the Annual Meeting?
The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was December 3, 2019. At the close of business on that date, we had 47,165,549 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting held by one stockholder of record. A quorum is required for our stockholders to conduct business at the Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. Dissenters’ rights are not applicable to any of the matters being voted upon at the Annual Meeting.
By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.
Registered Stockholders. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice of Internet availability was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the Company’s representatives listed on its proxy card or to vote in person at the Annual Meeting.
Beneficial Stockholders. If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, you are considered the beneficial owner of shares held in “street name” and the Notice of Internet Availability was forwarded to you by your broker, bank, trustee or other nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares using the methods prescribed by your broker, bank, trustee or other nominee on the voting instruction card provided to you. Beneficial owners are also invited to attend the Annual Meeting.
However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s, trustee’s or other nominee’s procedures for obtaining a legal proxy.
What votes are required to approve each of the proposals?
Proposal 1, the nominees for Class I director will be elected by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. In accordance with our currently applicable By-laws, stockholders do not have the right to cumulate their votes for the election of directors.
Proposal 2, the non-binding advisory vote approving executive compensation, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. As an advisory vote, this proposal is not binding. However, our board and Human Resources & Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers.
Proposal 3, the approval of the Atkore International Group Inc. 2020 Omnibus Incentive Plan, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote.
Proposal 4, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020, will be determined by the affirmative vote of the holders of at least a majority of

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the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation and oversight of the work of any independent registered public accounting firm engaged by the Company. The Audit Committee has already appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte & Touche LLP for fiscal year 2020. Additionally, the Audit Committee will consider the outcome of the vote for fiscal year 2020 and when making appointments of our independent registered public accounting firm in future years.
How are broker non-votes and abstentions counted?
If you hold your shares in "street name" through a broker, bank or other nominee, you should have received instructions from such broker, bank or nominee on how to instruct the holder of record to vote your shares. If you do not submit voting instructions to the holder of record, your broker may generally vote you shares in its discretion on matters designated as "routine." However, a broker cannot vote shares held in "street name" on matters designated as "non-routine" unless the broker receives voting instructions from the "street name" holder. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Only the ratification of the selection of our independent registered public accounting firm in Proposal 4 is considered a routine matter. Your broker will therefore not have discretion to vote on the “non-routine” matters set forth in Proposals 1 through 3 absent direction from you. Because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of Proposals 1 through 3. For Proposal 4, broker non-votes will have the effect of a vote against the proposal. For Proposals 1 through 4, an abstention will have the effect of a vote against the proposal.
The presence of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, either in person or by proxy, will constitute a quorum. Shares of common stock represented by proxies at the meeting, including broker non-votes and those that are marked “ABSTAIN,” will be counted as shares present for purposes of establishing a quorum.
Can I vote in person at the Annual Meeting?
For stockholders with shares registered in the name of a brokerage firm or bank or other similar organization, you will need to obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares before you can vote your shares in person at the Annual Meeting. For stockholders with shares registered directly in their names with AST, you may vote your shares in person at the Annual Meeting.
What do I need to do to attend the Annual Meeting in person?
Space for the Annual Meeting is limited and admission will be on a first-come, first-served basis. Stockholders should be prepared to present (1) valid government photo identification, such as a driver’s license or passport; and (2) beneficial stockholders holding their shares through a broker, bank, trustee or other nominee will need to bring proof of beneficial ownership as of December 3, 2019, the record date, such as their most recent account statement reflecting their stock ownership prior to December 3, 2019, a copy of the voting instruction card provided by their broker, bank, trustee or other nominee or similar evidence of ownership.
May stockholders ask questions?
Yes. Representatives of the Company will answer stockholders’ questions of general interest following the meeting in accordance with the rules and regulations of the annual meeting.
Can I vote by Internet?
For beneficial stockholders with shares registered in the name of a broker, bank, trustee or other nominee, a number of brokerage firms and banks are participating in a program that offers an Internet voting option. Stockholders should refer to the voting instruction card provided by their broker, bank, trustee or other nominee for instructions on the voting methods they offer. Registered stockholders with shares registered directly in their names with AST will also be able to vote using the Internet. For instructions on how to vote, please refer to the instructions included on the Notice of Internet Availability.
If your shares are held in an account at a broker, bank, trustee or other nominee participating in this program or registered directly in your name with AST, you may vote those shares by accessing the following Internet website address:

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www.proxyvote.com. The giving of such an Internet proxy will not affect your right to vote in person should you decide to attend the Annual Meeting.
The Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. If you vote by Internet, you do not need to send in a proxy card or vote instruction form. The deadline for Internet voting will be 11:59 p.m., Eastern Time, on January 29, 2020.
What if I return my proxy card but do not provide voting instructions?
If you provide specific voting instructions, your shares will be voted as you instruct. Unless contrary instructions are specified, if you sign and return a proxy card but do not specify how your shares are to be voted, the shares of the common stock of the Company represented thereby will be voted in accordance with the recommendations of the board.
These recommendations are:
Proposal 1: “FOR” each of the nominees named in the proxy statement as Class I directors for a term expiring at the 2021 Annual Meeting,
Proposal 2: “FOR” the non-binding advisory vote approving executive compensation,
Proposal 3: "FOR" approval of the Atkore International Group Inc. 2020 Omnibus Incentive Plan.
Proposal 4: "FOR" the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.
How do I change or revoke my proxy?
Subject to any rules your broker, bank, trustee or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted) or by attendance at the Annual Meeting and voting in person. Please note, however, that if a stockholder’s shares are held of record by a broker, bank, trustee or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring a legal proxy to the Annual Meeting.
Who will count and certify the votes?
Representatives of the firm of Broadridge Financial Solutions, Inc. (“Broadridge”) and the staff of our Corporate Secretary and investor relations offices will count the votes and certify the election results. The results will be publicly filed with the SEC on a Form 8-K within four business days after the Annual Meeting.
How can I make a proposal or make a nomination for director for next year’s annual meeting?
You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our then current by-laws, as applicable. In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held on January 28, 2021, the proposal or nomination must be received by us at our principal executive offices no later than August 16, 2020. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2021 (but not include it in our proxy materials) must provide written notice of such proposal to our Corporate Secretary at our principal executive offices between October 2, 2020 and November 2, 2020 and comply with the other provisions of our then current by-laws.
Who pays for the cost of proxy preparation and solicitation?
Our board is responsible for the solicitation of proxies for the Annual Meeting. Broadridge will assist us in the distribution of proxy materials and provide voting and tabulation services for the Annual Meeting for a fee of approximately $6,000 plus reimbursement of expenses. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding

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proxy materials to street name holders. We are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.
What is the board member annual meeting attendance policy?
Each continuing board member is expected to attend the Company’s annual meeting. All board members who served as members of the board at the time of the 2019 Annual Meeting of Stockholders attended last year’s annual meeting.

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THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Independence
Our board has determined, after considering all of the relevant facts and circumstances, that all members of the board, with the exception of Mr. Waltz, are “independent” as defined under NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) rules and regulations. This means that none of the independent directors has any direct or indirect material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.
Board Leadership Structure
Our board is led by our non-executive Chairman, Mr. Schrock. As stated in our Corporate Governance Guidelines, the board has no policy with respect to the separation of the offices of Chairman of the board and CEO. The board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company at a given point in time. The board believes this governance structure currently promotes a balance between the board’s independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis. If the board chooses to combine the offices of Chairman and CEO in the future, a lead director will be appointed annually by the independent directors. The board expects to periodically review its leadership structure to ensure that it continues to meet our needs.
Board Composition
Under our Certificate of Incorporation, the number of members on our board may be fixed by resolution adopted from time to time by the board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Our board is currently composed of nine members. Our currently applicable Certificate of Incorporation and By-laws provide for a classified board of directors until the 2022 annual meeting of stockholders, with members of the three classes serving staggered terms. We currently have three directors in each of the classes. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors until the board is fully declassified in 2022. The current terms of directors in Classes I, II, and III end at the annual meetings in 2020, 2021, and 2022, respectively. At the 2019 Annual Meeting of Stockholders, the management proposal to declassify the board was approved by our stockholders. As a result, beginning at the 2020 Annual Meeting, directors will be elected to serve one year terms. This will result in a fully declassified board by the 2022 Annual Meeting of Stockholders.
Director
  
Class
Betty R. Johnson
  
Class I—Expiring 2020 Annual Meeting
William E. Waltz Jr.
  
Class I—Expiring 2020 Annual Meeting
A. Mark Zeffiro
  
Class I—Expiring 2020 Annual Meeting
Jeri L. Isbell
  
Class II—Expiring 2021 Annual Meeting
Wilbert W. James Jr
  
Class II—Expiring 2021 Annual Meeting
Michael V. Schrock*
  
Class II—Expiring 2021 Annual Meeting
Justin A. Kershaw
  
Class III—Expiring 2022 Annual Meeting
Scott H. Muse
  
Class III—Expiring 2022 Annual Meeting
William R. VanArsdale
  
Class III—Expiring 2022 Annual Meeting
*Chairman of the board of directors
Under our currently applicable Certificate of Incorporation and By-laws, at each annual meeting of stockholders the successors of the directors whose term expires at that meeting are elected to hold office for a one-year term, expiring at the next annual meeting of stockholders following the year of their election. The board is therefore asking you to elect the three nominees for director whose terms expire at the Annual Meeting. Betty R. Johnson, William E. Waltz, Jr. and A. Mark Zeffiro, our Class I directors, have been nominated for reelection at the Annual Meeting. See “Proposal 1—Election of Directors” below.

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Set forth below is biographical information as well as background information relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and why the board and Nominating and Governance Committee believe each individual is a valuable member of the board. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of December 3, 2019.
Nominees for Election to the Board of Directors in 2020
Class I—Directors Whose Term Expires in 2020
Ms. Betty R. Johnson
Age 61
Director of the Company since 2018
Betty R. Johnson became a director in August 2018. Ms. Johnson is the Senior Vice President, Chief Financial Officer and Treasurer of MYR Group Inc., a publicly traded, North American electrical contractor specializing in transmission, distribution, substation, commercial and industrial construction. Prior to MYR Group, Ms. Johnson held various executive positions within manufacturing and construction industries, including chief financial officer roles at Faith Technologies, Inc., Sloan Valve Company, and Block and Company, Inc. In addition, Ms. Johnson has eleven years of audit experience for construction, financial services, and manufacture and distribution industries during her tenure at Deloitte and Touche. Ms. Johnson previously served on the MYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. Ms. Johnson earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.

Qualifications: Ms. Johnson brings both financial expertise and more than twenty years' experience with electrical contractors to our board.
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Mr. William E. Waltz Jr.
Age 55
Director of the Company since 2018
William E. Waltz Jr. became a director, and has served as the Company's President and Chief Executive Officer, since October 2018. Prior to that, he served in several executive roles at the Company, including Chief Operating Officer and Group President of the Atkore Electrical Raceway reporting segment. During his tenure with Atkore, Mr. Waltz was also the President of the Atkore Conduit and Fittings business unit, a position he held for two years beginning in September 2015, after joining Atkore as President-Plastic Pipe and Conduit in 2013. From 2009 until joining Atkore, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company. Prior to that, he spent fifteen years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz holds a B.S. in Industrial Engineering from Pennsylvania State University, a M.S. in Computer Science from Villanova University and an M.B.A. from Northwestern University, Kellogg Graduate School of Management. He was also a graduate of General Electric’s Information Systems Management Program.

Qualifications: Mr. Waltz's intimate knowledge of the Company's day-to-day operations as President and Chief Executive Officer and his significant prior experience in the Company's industry qualify him to serve on our board of directors.
 
 
Mr. A. Mark Zeffiro
Age 53
Director of the Company since 2015
A. Mark Zeffiro became a director in 2015. Mr. Zeffiro was the President and Chief Executive Officer at Horizon Global Corporation, a designer, manufacturer and distributor of custom-engineered towing, trailering, cargo management products and accessories, until May of 2018. In July 2015, Horizon Global was formed as a stand-alone, publicly traded company from a division of TriMas Corporation, where Mr. Zeffiro was Group President. Prior to that, Mr. Zeffiro spent seven years as the Chief Financial Officer at TriMas with responsibility for investor relations, financial planning, external reporting, business analysis, treasury, tax and corporate capital. Mr. Zeffiro also spent four years at Black and Decker Corporation as Vice President of Finance for Global Consumer Products Group and Vice President of Finance for the U.S. Consumer Products Group. Mr. Zeffiro began his career at General Electric Company, where he held roles of progressive responsibility during his 15-year tenure, culminating in the position of chief financial officer of the Americas and Global Imaging Equipment division within the GE Medical Systems Group. Mr. Zeffiro earned a B.S. in Quantitative Analytics from Bentley College.
 
Qualifications: Mr. Zeffiro’s leadership positions provide our board with insight into improving financial and operational performance at public companies.

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Class II - Directors Whose Term Expires in 2021
Ms. Jeri L. Isbell
Age 62
Director of the Company since 2015
Jeri L. Isbell became a director in 2015. Until her retirement in December 2016, Ms. Isbell was the Vice President of Human Resources and Corporate Communications for Lexmark International, Inc., a manufacturer of imaging and output technology and provider of enterprise services, a position she held since February 2003. Prior to that, Ms. Isbell held a number of leadership positions at Lexmark, including Vice President, Compensation and Employee Programs and Vice President, Finance and U.S. Controller. Prior to joining Lexmark in 1991, Ms. Isbell held various positions at IBM. Ms. Isbell is a director of SiteOne Landscape Supply Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant and a National Association of Corporate Directors Board Leadership Fellow.

Qualifications: Ms. Isbell's human resources and communications leadership positions provide our board with insight into key issues and market practices in these areas for public companies.
 
 
Mr. Wilbert W. James Jr.
Age 63
Director of the Company since 2017
Wilbert W. James Jr. became a director in 2017. Mr. James was the President of Toyota Motor Manufacturing of Kentucky, Inc. (TMMK) from June 2010 through December 2017, which included Toyota's largest manufacturing plant in the world. Prior to becoming President, Mr. James worked in various positions within Toyota Motor's U.S. operations for 23 additional years. Mr. James is a director of Columbia Forest Products and joined the Cornerstone Building Brands board of directors in May 2019. He holds a B.S. in Mechanical Engineering Technology from Old Dominion University.

Qualifications: Mr. James' experience in manufacturing and operations, with a significant focus in lean manufacturing, helps provide the board with insight into various operational, financial and strategic issues the Company encounters.
 
 
Mr. Michael V. Schrock
Age 66
Director of the Company since 2018
Michael V. Schrock became a director in May 2018 and has served as Chairman of our board of directors since August 2018. Mr. Schrock is a senior operating advisor of Oak Hill Capital Partners. He retired in 2013 from Pentair LLC, a global water, fluid, thermal management, and equipment protection company.  Mr. Schrock began his Pentair career in 1998, where he most recently served as President and Chief Operating Officer, beginning in 2006.  His other roles at Pentair included President of Water Technologies Americas and President of the Pump and Pool Group and President and COO of Pentair Technical Products.  Prior to joining Pentair, Mr. Schrock held numerous senior leadership positions at Honeywell International Inc.  He currently serves on the board of directors of MTS Corporation, Plexus Corporation and SafeFleet Corporation, as well as serving on the Board of Governors of the St. Thomas School of Engineering. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from the Kellogg School at Northwestern University.

Qualifications: Mr. Schrock brings more than forty years of experience in the electrical industry and more than a dozen years of experience on public company boards, including service as a lead director, to our board.

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Class III - Directors Whose Term Expires in 2022
Mr. Justin A. Kershaw
Age 58
Director of the Company since 2017
Justin A. Kershaw became a director in 2017. Mr. Kershaw is the Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products. Prior to Cargill, he was the Senior Vice President and CIO at the Industrial Sector of Eaton Corporation. Earlier, while the CIO of W.L. Gore and Associates, he also served as an original member of the State of Delaware’s Information Technology Investment Council. He holds a B.A. in Economics from LaSalle University.
 
Qualifications: Mr. Kershaw’s global work experience in the broad technology sector provides the board with insight into various international operational, technology and strategic issues the Company encounters.
 
 
Mr. Scott H. Muse
Age 62
Director of the Company since 2015
Scott H. Muse became a director in 2015. From 2002 until he retired in 2014, Mr. Muse served as President of Hubbell Lighting Inc., a leading manufacturer of lighting fixtures and controls, and Group Vice President of Hubbell Inc., the parent company of Hubbell Lighting, an international manufacturer of electrical and electronic products for non-residential and residential construction, industrial and utility applications. Prior to that, Mr. Muse was President and Chief Executive Officer of Lighting Corporation of America from 2000 to 2002 and President of Progress Lighting from 1993 to 2000. Additionally, he held leadership and management positions at Thomas Industries, American Electric and Thomas & Betts. Mr. Muse began his career in the electrical manufacturing industry in 1979. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University.
 
Qualifications: Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our board with insight into the challenges and opportunities in the electrical manufacturing sector.
 
 
Mr. William R. VanArsdale
Age 68
Director of the Company since 2015
William R. VanArsdale became a director in 2015. From 2004 until his retirement on August 1, 2015, Mr. VanArsdale served as Group President of Eaton Corporation plc, a diversified power management company, where he led the hydraulics, filtration and golf grip business units. From 2001 to 2004, Mr. VanArsdale was President of Electrical Components Operation at Eaton, where he was also Operations Vice President of Global Sales and Service from 1999 to 2001. Prior to that, he spent 12 years in various leadership roles at Rockwell Automation. Mr. VanArsdale currently serves as a director of Cornerstone Building Brands Company (formerly) NCI Building Systems, Inc.) and he holds a B.S. in Electrical Engineering from Villanova University.
 
Qualifications: Mr. VanArsdale’s broad operations, sales and leadership experience in the manufacturing sector provide our board with insight into challenges and opportunities for the manufacturing sector.
Meetings of the Board of Directors and Attendance at the Annual Meeting
Our board held six meetings during the fiscal year ended September 30, 2019. Each of our directors attended at least 75% of the total number of meetings of the board and any committees during the period in which he or she was a director or a member of any committee, as applicable. Directors are required to attend our annual meetings. All board members who served as members of the board at the time of the 2019 Annual Meeting of Stockholders attended last year’s annual meeting.
Executive Sessions
Executive sessions, which are meetings of the non-management members of the board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management. The committees of the board, as described more fully below, also meet regularly in executive session.
Corporate Governance Guidelines
Our board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents. These guidelines provide a framework for our corporate governance initiatives and cover topics

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including, but not limited to, director qualification and responsibilities, board composition, director compensation and management and succession planning. The Nominating and Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to our board any changes to the guidelines. During fiscal year 2019, the board revised the Company's Corporate Governance Guidelines to limit non-employee directors to no more than four total public company boards.
Code of Business Conduct and Ethics and Financial Code of Ethics
We have a Code of Business Conduct and Ethics that applies to all of our officers, employees and directors, and our board has adopted a Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer and chief accounting officers, and any other person performing similar tasks or functions. The Financial Code of Ethics and the Code of Business Conduct and Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Financial Code of Ethics and the Code of Business Conduct and Ethics are available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents.
We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our officers, including our Chief Executive Officer, Chief Financial Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer and chief accounting officers, and any other person performing similar tasks or functions, and our directors, by posting such information on our website at http://investors.atkore.com/governance-documents.
Board Committees
Our board maintains an Audit Committee, a Human Resources & Compensation Committee, a Nominating and Governance Committee and an Executive Committee. Below is a brief description of our committees. The following table shows the current members of each committee and the number of meetings held during fiscal year 2019.
Director (1)
  
Audit
 
HR & Compensation
 
Nominating and
Governance
 
Executive
 
Jeri L. Isbell
  
X
 
X*
 
 
 
 
X
 
Wilbert W. James, Jr.
  
 
 
 
 
 
 
X
 
 
 
 
Betty R. Johnson
  
X
 
 
 
 
 
 
 
 
 
Justin A. Kershaw
  
 
 
 
X
 
 
 
 
 
 
 
Scott H. Muse
  
X
 
 
 
 
X*
 
X
 
Michael V. Schrock
  
 
 
 
 
 
 
 
 
 
X*
 
William R. VanArsdale
  
 
 
 
X
 
X
 
 
 
 
William E. Waltz, Jr.
  
 
 
 
 
 
 
 
 
 
X
 
A. Mark Zeffiro
  
X*
 
 
 
 
 
 
 
X
 
Number of Meetings
  
4
 
7
 
6
 
1
 
X= Current Committee Member; * = Chairperson
(1)
In fiscal year 2019, each member of the board was invited to attend any committee meeting, even if he or she was not a member of that committee.
Audit Committee
Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents.
The members of our Audit Committee are Mr. Zeffiro (Chairperson), Ms. Isbell, Ms. Johnson and Mr. Muse. Our board has designated each of Mr. Zeffiro and Mses. Isbell and Johnson as an “audit committee financial expert,” and each of the four

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members has been determined to be “financially literate” under NYSE rules. Our board has also determined that each of the four members is “independent” as defined under the NYSE rules and the Exchange Act and rules and regulations promulgated thereunder; therefore, we meet the independence requirements of Rule 10A-3 under the Exchange Act or the NYSE rules. The charter of our Audit Committee states that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than three public companies (including the Company), unless the board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Company’s Audit Committee. As of the date of this proxy statement, none of our Audit Committee members are serving on more than three audit committees of public companies.
Human Resources & Compensation Committee
Our Human Resources & Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the Chief Executive Officer, subject to final approval by our board), establishing the general compensation policies of our company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our company and its subsidiaries. Our Human Resources & Compensation Committee is also responsible for periodically reviewing management development and succession plans. The charter of our Human Resources & Compensation Committee is available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents.
The members of our Human Resources & Compensation Committee are Ms. Isbell (Chairperson) and Messrs. Kershaw and VanArsdale, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Human Resources & Compensation Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Human Resources & Compensation Committee.
The Human Resources & Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During fiscal year 2019, the committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the named executive officers and non-employee directors. FW Cook is a global professional services company. The Human Resources & Compensation Committee performed an assessment of FW Cook’s independence to determine whether the consultant is independent, taking into account FW Cook’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Human Resources & Compensation Committee determined that the firm’s work has not raised any conflict of interest and the firm is independent.
Nominating and Governance Committee
Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the board for election to our board, reviewing the composition of the board and its committees, developing and recommending to the board corporate governance guidelines that are applicable to us, and overseeing board evaluations. The charter of our Nominating and Governance Committee is available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents.
The members of our Nominating and Governance Committee are Messrs. Muse (Chairperson), James and VanArsdale, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Nominating and Governance Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Nominating and Governance Committee.
Executive Committee
The Executive Committee is responsible, among its other duties and responsibilities, for assisting the board with its responsibility and, except as may be limited by law, our Certificate of Incorporation or our By-laws, to act as specifically assigned by the board between board meetings or when it is otherwise impracticable for the full board to act. The charter of our Executive Committee is available without charge on the investor relations portion of our website at http://investors.atkore.com/governance-documents. The members of our Executive Committee are Ms. Isbell and Messrs. Schrock (Chairperson), Muse, Waltz and Zeffiro.

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Human Resources & Compensation Committee Interlocks and Insider Participation
During fiscal year 2019, our Human Resources & Compensation Committee was comprised of Ms. Isbell (Chairperson), and Messrs. Kershaw and VanArsdale. No member of our Human Resources & Compensation Committee was a former or current officer or employee of the Company or any of its subsidiaries in fiscal year 2019. In addition, during fiscal year 2019 none of our executive officers served as a director or as a member of the Human Resources & Compensation Committee of a company that had an executive officer serve as a director or as a member of our Human Resources & Compensation Committee.
Selection of Nominees for Election to the Board
Our Corporate Governance Guidelines provide that the Nominating and Governance Committee will identify and recommend that the board select board candidates who the Nominating and Governance Committee believes are qualified and suitable to become members of the board consistent with the criteria for selection of new directors adopted from time to time by the board. The Nominating and Governance Committee considers the board’s current composition, including expertise, diversity, and balance of inside, outside and independent directors, and considers the general qualifications of the potential nominees, such as strong values and discipline, high ethical standards, a commitment to full board participation on the board and its committees, and relevant career experience, along with other skills and characteristics that meet the current needs of the board, including the ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole; a background and experience with manufacturing, operations, finance or marketing or other functions or fields which will complement the talents of the other board members; public company experience; ability to work professionally and effectively with other board members and the Company’s management; availability to remain on the board long enough to make an effective contribution; satisfaction of applicable independence standards; and absence of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues.
In identifying candidates for election to the board, the Nominating and Governance Committee considers nominees recommended by directors, stockholders and other sources. The Nominating and Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full board. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
The Nominating and Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the board for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Atkore International Group Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois, 60426. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board. Our currently applicable By-laws set forth the requirements for direct nomination by a stockholder of persons for election to the board.
Communications with the Board
Any stockholder or interested party who wishes to communicate with our board as a whole, the independent directors, or any individual member of the board or any committee of the board may write to or email the Company at: Atkore International Group Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois, 60426 or BoardofDirectors@atkore.com.
The board has designated the Company’s Corporate Secretary as its agent to receive and review written communications addressed to the board, any of its committees, or any board member or group of members. The Corporate Secretary may communicate with the sender for any clarification. In addition, the Corporate Secretary will promptly forward to the Chairperson of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially material to the Company. As an initial matter, the Corporate Secretary will determine whether the communication is a proper communication for the board. The Corporate Secretary will not forward to the board, any committee or any director communications of a personal nature or not related to the duties and responsibilities of the board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Corporate Secretary to be immaterial to the Company.

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Separately, the Audit Committee has established a whistleblower policy for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by associates of the Company of concerns regarding questionable accounting or auditing matters.
Risk Oversight
Our board as a whole has responsibility for overseeing our risk management. The board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board about the identification and assessment of key risks and our risk mitigation strategies. The full board has primary responsibility for evaluating strategic and operational risk management, and succession planning. The full board also receives an update on cyber related activities at each board meeting and has not delegated responsibility for evaluating cyber security risks to any committee. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, including oversight on compliance related to legal and regulatory exposure and meets regularly with our chief legal and compliance officers. Our Human Resources & Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Human Resources & Compensation Committee provide reports to the full board regarding these and other matters.
Director Compensation
In fiscal year 2019, certain of our directors received compensation for their services as directors. These matters are further described below in the section entitled “Director Compensation."

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EXECUTIVE OFFICERS
The following table sets forth certain information concerning our executive officers as of December 3, 2019.  
Name
 
Age
 
Position
 
First
Became
an Officer
William E. Waltz Jr.
 
55
 
President and Chief Executive Officer, Director
 
2013
David P. Johnson
 
52
 
Vice President, Chief Financial Officer and Chief Accounting Officer
 
2018
Daniel S. Kelly
 
59
 
Vice President, General Counsel & Corporate Secretary
 
2013
Mark F. Lamps
 
53
 
Group President, Mechanical Products & Solutions
 
2019
Peter J. Lariviere
 
58
 
President, Cable Solutions
 
2013
LeAngela W. Lowe
 
48
 
Vice President, Global Human Resources
 
2019
William E. Waltz Jr. has served as the Company's President and Chief Executive Officer and as a director since October 2018. Prior to that, he served in several other executive roles at the Company, including Chief Operating Officer and Group President of the Atkore Electrical Raceway reporting segment. During his tenure with Atkore, Mr. Waltz was also the President of the Atkore Conduit and Fittings business unit, a position he held for two years beginning in September 2015, after joining Atkore as President-Plastic Pipe and Conduit in 2013. From 2009 until joining Atkore, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company. Prior to that, he spent fifteen years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz holds a B.S. in Industrial Engineering from Pennsylvania State University, a M.S. in Computer Science from Villanova University and an M.B.A. from Northwestern University, Kellogg Graduate School of Management. He was also a graduate of General Electric’s Information Systems Management Program.
David P. Johnson has served as Atkore as Vice President and Chief Financial Officer since August 2018 and as the Company's Chief Accounting Officer since January 2019. He has more than thirty years’ experience in strategic and financial planning, risk assessment, mergers & acquisitions, global tax strategies, international operations, and internal controls. Most recently, Mr. Johnson was Vice President-Finance & Operations for the Electrical Sector business at Eaton Corporation, where he was responsible for sector financial planning, analysis and reporting, compliance, credit and collections and government accounting, as well as global purchasing, manufacturing strategies, logistics and distribution. Prior to that, Mr. Johnson was Vice President-Finance and Planning for the Americas Region (Eaton Electrical) where he was responsible for reporting, planning, acquisitions, and implementing common financial policies and reporting across numerous recently acquired businesses. During his twenty-four year tenure at Eaton, Mr. Johnson held other roles of progressive responsibilities, including Plant Controller, Division Controller, Director of Finance & Business Development, Vice President Finance & Business Development, and Vice President Finance & Planning-Europe, Middle East and Asia. Mr. Johnson began his career at Westinghouse Electric Corporation, where he held various accounting and analytical financial roles. Mr. Johnson earned a B.S. in Finance from Indiana University of Pennsylvania and an M.B.A. from Duquesne University.
Daniel S. Kelly has served as our Vice President, General Counsel and Corporate Secretary since September 2013. Prior to joining Atkore, he spent 20 years working in strategic legal roles within ITT Corporation and its spinoff, Xylem, Inc., which manufactures equipment that transports, treats and tests water and wastewater. From 2011 to 2013, Mr. Kelly served as Deputy General Counsel and acting General Counsel of Xylem, Inc. From 2010 to 2011, he was Vice President and General Counsel at ITT Fluid and Motion Control, covering ITT’s commercial business worldwide and from 2008 to 2010 served as Vice President and General Counsel at ITT Defense Electronics & Services. Mr. Kelly also spent three years at ITT headquarters as Deputy General Counsel, Director Field Legal Support. Mr. Kelly earned a B.S. from Georgetown University and a J.D. from Loyola University Chicago School of Law.
Mark F. Lamps was promoted to his current position of Group President, Mechanical Products & Solutions in March 2019 with responsibility for products and services that frame, support and secure component parts in a broad range of structures, equipment and systems for electrical, industrial and construction applications. Mr. Lamps joined the Company in October 2018 as Vice President-Business Development & Strategy. Prior to that, Mr. Lamps was Vice President-Technology for nVent LLC, where he was responsible for leading new product development and digitization activities. Prior to that, Mr. Lamps held numerous leadership roles during his 23-year tenure at Pentair, LLC, including Vice President-Technology, Product Management and Strategy for Pentair Electrical; Vice President & General Manager-Pentair Equipment Protection, in addition to residing in China during a four-year international assignment as Vice President & General Manager for Pentair Technical Products-APAC. Mr. Lamps also held engineering positions at General Motors Corporation, after initially starting his career at

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Accenture. Mr. Lamps earned a Master of Business Administration from Kellogg Graduate School of Management at Northwestern University, as well as a Master of Science in Manufacturing Systems Engineering and a Bachelor of Science in Mechanical Engineering from Stanford University.
Peter J. Lariviere has served as our Vice President and President of Cable Solutions since September 2015, after joining Atkore as Chief Operating Officer of the AFC Cable business unit in September 2013, with responsibility for manufacturing, engineering, sourcing, distribution and logistics and serving as President, AFC Cable business unit from January 2015 until September 2015. Mr. Lariviere was previously President of Storage and Workplace Solutions, a division of Stanley Black and Decker, from 2010 until 2013. Prior to that, Mr. Lariviere was Chief Executive Officer at Lista International Corporation. Mr. Lariviere also held several positions at Amesbury Group Inc., including Senior Vice President-Window Hardware Division and Group Vice President. Mr. Lariviere holds a B.S. from the University of Massachusetts and an M.B.A. from New Hampshire College. He also is a graduate of the Executive Management Program at University of North Carolina, Kenan-Flagler Business School.
LeAngela (Angel) W. Lowe was promoted to her current role as Vice President, Global Human Resources in June 2019 with responsibility for talent acquisition and development, onboarding and immersion, leadership training, employee development, employee and labor relations, payroll as well as compensation and benefit programs. Since 2016, Mrs. Lowe served as Vice President-Group Human Resources, where she was responsible for driving human resources alignment and synergies among Electrical Raceway and Mechanical Products & Solutions businesses. Prior to that, Mrs. Lowe served as Vice President-Electrical Raceway business and Vice President, Human Resources-Conduit & Fittings business after initially joining the company in 2014 as Vice President-Human Resources for the Plastic Pipe and Conduit strategic business unit. Prior to Atkore, Mrs. Lowe held human resources roles with progressive responsibilities at Trinity Industries, Parker Hannifin Corporation and Reckitt Benckiser, where she was a strategic business partner tasked with enhancing the capability, diversity, culture and organizational structure, which drove productivity, customer service and overall profitability. Mrs. Lowe began her career in finance and accounting roles at International Paper Company. She holds a Bachelor of Business Administration degree in Finance from Mississippi College.


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EXECUTIVE COMPENSATION
Human Resources and Compensation Committee Report
The Company’s Human Resources and Compensation Committee has reviewed the Compensation Discussion and Analysis, discussed it with management and, based on such review and discussions, has recommended to the board that the Compensation Discussion and Analysis should be included in this Proxy Statement.
Jeri L. Isbell, (Chairperson)
Justin A. Kershaw
William R. VanArsdale
This Human Resources & Compensation Committee Report is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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Compensation Discussion and Analysis
Introduction
The Compensation Discussion and Analysis section discusses and analyzes the executive compensation program for our named executive officers for fiscal year 2019. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”
Name
Title
William E. Waltz, Jr.
President & Chief Executive Officer
David P. Johnson
VP, Chief Financial Officer & Chief Accounting Officer
Peter J. Lariviere
President, Cable Solutions
Daniel S. Kelly
VP, General Counsel & Corporate Secretary
Mark F. Lamps
Group President, Mechanical Products & Solutions
Executive Summary
Our executive compensation programs are designed to reward for performance by our executives and align the interests of our executives with those of our stockholders. In fiscal year 2019, our annual incentive awards for our NEOs were based on the Company’s achievement of financial objectives related to its base business operations and the NEOs’ individual performances, and half of our long-term incentive award is linked to cumulative net income and relative total shareholder return over a three-year performance period.
The Human Resources & Compensation Committee (the "Committee") continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. We believe that our compensation programs align the compensation of our executives with the interests of our stockholders while managing compensation risk, including through stock ownership guidelines, an independent Human Resources & Compensation Committee and the use of an independent compensation consultant.
Compensation of our NEOs during fiscal year 2019 was directly tied to our strong performance during the year, and reflects actions taken in support of successful execution of our leadership succession plan that culminated in Mr. Waltz's promotion to CEO on October 1, 2018.
Fiscal Year 2019 Company Results
Atkore achieved net income of $139 million and diluted earnings per share of $2.83, up 1.8% and 14.1% year over year, respectively during 2019. The Company delivered these results despite domestic economic volatility and demand weakness in non-residential construction. Through decisive actions and strong operational execution, the Company delivered the following value creating results:
Delivered revenues of $1.9 billion, up 4.4% compared to 2018, with organic growth of about 2.3%, after adjusting for acquisitions and divestitures, and foreign exchange differences.
Delivered net income growth of $2.4 million, up 1.8% compared to 2018; as well as net income growth of $80.2 million, up 136% over the last three fiscal years.
Delivered adjusted EBITDA growth of $52.9 million, up 19.5% compared to 2018, as well as adjusted EBITDA growth of $89.4 million, up 38.0% over the last 3 year fiscal years.
Delivered relative Total Shareholder Return (rTSR) growth of 15.0% during 2019, as well as, rTSR growth of 67.0% over the last 3 year fiscal years.
Delivered productivity savings of approximately $15 million on an annualized basis.
Maintained its commitment to investing in product leadership and innovation, with approximately $34.9 million in capital expenditures and more than 14 new product launches throughout 2019.

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Generated cash provided by operating activities of $210 million and repurchased 1 million shares for approximately $24 million to return value to stockholders. The Company’s balance sheet remains strong, with capacity to invest, fund future growth, and assess opportunistic value creating M&A activity.
Fiscal Year 2019 Compensation Actions
During fiscal year 2019, the Company took the following key compensation actions:
Upon Mr. Waltz's promotion to President and CEO, his base pay increased to $700,000 and his AIP bonus eligible target increased to 100% of his base pay, effective October 1, 2018. The Company also granted the anticipated stock option portion of Mr. Waltz's equity grants for the fiscal years 2019, 2020 and 2021 annual award cycles, valued at $3,000,000 as part of his promotion to President and CEO.
Mr. Waltz will not receive a stock option grant as part of the annual award process for fiscal 2020 or 2021. The stock option grant made to him in fiscal 2019 is taken in account when the Committee determines the size of his Restricted Stock Unit and Performance Share Unit awards for fiscal years 2019 - 2021.
Fiscal year 2019 Annual Incentive plan bonuses for our NEOs funded on average at 123.2% relative to target payout of 100% based on solid financial performance as noted above.
Fiscal year 2017 - 2019 Performance Share Plan achieved 123.8% payout versus target. This payout is based on a significant over target achieved on rTSR and a slightly below target achievement on adjusted Net Income.
During our 2019 Annual Meeting of Stockholders, more than 96% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2018. The Committee viewed this result of the fiscal year 2018 advisory vote as supportive of our compensation philosophy.
Compensation Overview and Philosophy
The purpose of our compensation program is to motivate employees to create long-term stockholder value in exchange for meaningful financial rewards. The program supports the attraction, retention and motivation of talented employees who are committed to delivering the levels of quantitative and qualitative performance that we require, as discussed below.
This pay-for-performance model includes a total compensation package consisting of base salary and short- and long-term incentives. Total compensation for our NEOs is targeted to provide compensation at the market median if we achieve our financial and operating business plans. Our compensation program also allows for above or below median total compensation when justified by individual and Company results. We also provide benefits that are intended to be at substantially the same levels as the companies with which we compete for talent.
Five key principles guide the philosophy of our compensation programs for all of our employees, including our named executive officers: 
Performance based—a significant portion of compensation should be at risk and tied to corporate, business unit and/or individual performance. At risk compensation is only paid based on the achievement of specific pre-established performance goals and/or an increase in Atkore's stock price. Annual incentive payouts are subject to further adjustment based upon business unit and/or individual performance. We also view stock options, which only have value if our stock price rises, as inherently performance-based and at risk even when vesting is based solely on continued service. 73% of our CEO's target compensation is at-risk based on financial, stock price, relative total shareholder return and/or individual performance.
Attract and retain talent—the total compensation package is competitive with the general industry and our compensation peer group and is at a level that is appropriate to attract, retain and motivate highly qualified executives capable of leading us to higher performance. Base salary and annual incentives provide a competitive annual total cash compensation opportunity in the short term and equity incentives provide a competitive opportunity over the long term. All of these elements serve to support our desire to attract and retain executive talent and are reviewed for competitiveness annually. We have concluded that we can compete successfully for talent by targeting total compensation (i.e., base salary, annual incentives and long-term incentives) at market median levels, with the opportunity to earn more or less than median levels based on our performance.

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Aligned with stockholder interests—the interests of executives should align with the interests of our stockholders by using performance measures that correlate well with the creation of stockholder value. Our short-term and long-term incentive plans are both designed to use financial performance measures that correlate well with stockholder value.
Balanced—Compensation plan designs promote a balance between annual and long-term business results. While we believe the creation of long-term stockholder value is extremely important, we also believe that the achievement of our annual goals is the best way to contribute to our sustainable, long-term success.
Supportive of our mission and values—Compensation supports our mission to be the customers’ first choice by providing unmatched quality, delivery, and value based on sustainable excellence in strategy, people and processes. We inherently believe that we are most successful when we focus on living our values of accountability, teamwork, integrity, respect and excellence. We achieve this goal primarily by having annual incentives that can decrease or increase based on the subjective assessment of qualitative performance goals.
Compensation Strategy
Compensation is intended to reward employees to exert discretionary effort, apply appropriate risk analysis in decision-making, and continuously improve the performance of the business. A substantial amount of executive compensation is variable and tied to the achievement of both annual and long-term incentive plan goals. To support our pay-for-performance philosophy, performance is evaluated as follows:
Corporate Performance—The AIP is designed to reward the achievement of annual financial goals and qualitative goals. These goals are included in the annual operating plan prepared by management and approved by our board. The annual design and performance metrics apply to all executives and most other employees who are eligible for annual bonuses.
Business Unit Performance—The CEO reviews the performance of each business unit based on the achievement of goals included in our annual operating plan consisting of both financial and qualitative measures. Based on this assessment, the CEO has been delegated the discretion by the Committee to adjust the annual incentive pool upward or downward to reflect the business unit’s performance. In the case of a business unit adjustment impacting an executive, including any of our named executive officers, the Committee will review and approve any such adjustment upon receiving a recommendation from the CEO (other than with respect to his own compensation).
Individual Performance—our performance review process applies to all salaried employees, including the CEO and our other named executive officers. An employee’s performance is evaluated against the expectations of his or her position and the annual operating plan. Individual performance goals are established at the beginning of each fiscal year and individual performance goals are aligned with our annual operating plan. Performance under the plan is evaluated at least annually. An individual's personal performance is scored against his or her goals; this score is referred to a Personal Performance factor PPF. The PPF is used as a multiplier to the financial performance of the annual incentive plan and is also used to determine the relative value of any long-term incentive award on an annual basis. For our named executive officers other than the CEO, the CEO will make a recommendation to the Committee for its approval due to his direct supervision of these individuals. For the CEO, these determinations are made by the Committee, subject to the final approval of our board.
Total compensation is targeted at the median of comparable market data. As with our compensation philosophy generally, this strategy is intended to evolve with the business but consistently includes the following elements:
definition of the market for executive compensation is tied to our industry compensation peer group and survey data sources;
determination of an appropriate pay mix for total direct compensation, consisting of defined levels of base salary, as well as short- and/or long-term incentive opportunities;
a direct link between incentives payouts and business results;
the requirement that an NEO accumulate and hold stock having a value that represents a meaningful commitment to him or her; and

19


Cost-efficient group welfare benefits and retirement plans which are comparable to the plans of peers with which we compete for talent.
An annual performance management process is used to establish individual goals and objectives, including for our named executive officers. Managers are required to jointly develop these individual goals and objectives with employees to ensure understanding of and accountability for the desired business results.
Best Practices in Compensation Governance
Highlighted below are the key features of our executive compensation program, including the pay practices that we have implemented to drive sustainable results, encourage executive retention and align executive and stockholder interests.
What We Do
ü
Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance
ü
Provide an appropriate mix of short-term and long-term compensation
ü
Require stock ownership and retention of a significant portion of equity-based awards
ü
Provide limited perquisites
ü
Engage an independent compensation consultant
ü
Allow the Company to recoup incentive compensation for executive officers through a clawback policy
ü
"Double Trigger" change in control vesting provisions
What We Don't Do
x
Gross-up excise taxes that may become due on change in control payments and benefits
x
Provide incentives that encourage excessive risk taking
x
Guarantee incentive awards for executive officers
x
Allow hedging, pledging or short sales of our securities by our officers and directors
x
Discount or reprice stock options
Process for Setting Executive Compensation
The Committee is responsible for reviewing and approving the compensation of our named executive officers and other senior management (other than the CEO) as recommended by the CEO. The Chairman of the board and the Committee evaluate the CEO’s performance and, based upon the results of this performance evaluation, make a recommendation to the full board to determine the CEO’s compensation.
The Committee’s annual process considers our financial performance and total shareholder return, as well as the relative performance of the executive officers throughout the fiscal year. The timing of these determinations is set in order to enable the Committee to examine and consider our financial performance, as well as the relative performance of the executive officers, during the previous fiscal year in establishing the upcoming fiscal year’s compensation and performance goals. Throughout this process, the Committee receives input from members of management. In addition, during fiscal year 2019, the Committee engaged FW Cook as its executive compensation consultant to provide advice on an ongoing basis as to these matters.
At our 2019 Annual Meeting of Stockholders, more than 96% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2018, as disclosed in our 2018 proxy statement. The Committee considers the results of our "say-on-pay" advisory votes in connection with the design of the Company's executive compensation program, and viewed the result of the fiscal year 2018 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2019, the Committee did not make any significant changes to our executive compensation programs.
The Committee regularly reviews the compensation program design for alignment with our evolving business strategy, market practices and human resource objectives and in consideration of shareholder input. Based on this year's review, the Committee approved several changes to our Annual Incentive and Long-term Incentive plan designed for fiscal year 2020. See page 22 for annual incentive plan and page 25 for long-term incentive plan changes.

20


The Role of Management
The CEO recommends to the Committee compensation packages for executives who report directly to him, including the named executive officers other than himself. The Vice President of Global Human Resources also provides input to the CEO and to the Committee on compensation for each of the executives other than herself. In fiscal year 2019, prior to each Committee meeting, the CEO and the Vice President of Global Human Resources were primarily responsible for preparing the materials that management presented to the Committee.
Use of Compensation Consultants and Peer Group
The Committee’s charter provides that it may retain advisors, including compensation consultants, in its sole discretion. During fiscal year 2019, the Committee continued to use the services of FW Cook to assist our Committee with the analysis and development of our compensation arrangements and to provide recommendations with respect to these and similar matters. As part of its engagement, FW Cook developed a peer group against which to conduct benchmarking analysis as and when necessary or appropriate. In developing the peer group, FW Cook reviewed revenue and market capitalization size; similarity of industry or products; and entities that we considered to be peers. Atkore’s revenue approximates the median and our market capitalization was between the 25th percentile and median. The peer group developed by FW Cook and approved by our Committee for use in setting fiscal year 2019 target compensation consists of the following companies:
Advanced Drainage Systems
  
Hubbell Inc.
Apogee Enterprises, Inc.
  
Interface Inc.
Armstrong World Industries, Inc.
  
Littelfuse, Inc.
AZZ Incorporated
  
Masonite International Corporation
Belden Inc.
  
NCI Building Systems
Encore Wire Corporation
 
Regal Beloit Corporation
General Cable Corporation
 
Rexnord Corporation
Gibraltar Industries, Inc.
 
Simpson Manufacturing Co.
Global Brass and Copper Holdings, Inc. (1)
 
USG Corporation
(1)
Global Brass and Copper Holdings was added to the peer group used to establish fiscal year 2019 target compensation.
Elements of Compensation
For fiscal year 2019, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:
base salary;
annual incentive compensation paid in the form of cash bonuses;
long-term equity incentive compensation in the form of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"); and
other benefits (primarily our retirement savings plan and our group health and welfare plans).
During fiscal year 2019, and as described in greater detail below, FW Cook benchmarked the target total direct compensation (consisting of base salary, target bonus opportunity and value of long-term incentive grants) of the named executive officers at the median of the peer group, with the intention that the total direct compensation of these named executive officers would be set at amounts that are in the market median range. It was the Committee’s judgment that setting compensation levels at the median levels of the peer group would create an appropriate level of retention and incentive for the management team. Individual executives’ target total direct compensation could vary above or below the median level of the peer group due to an executive’s skills, experience in current role and individual performance.

21


Base Salary
Base salary represents the fixed portion of our named executive officers’ total compensation. Although the Committee believes that a substantial portion of each executive officer’s total compensation should be “at risk,” the Committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the Committee considers competitive practice, individual performance and time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal year 2019, decisions regarding executive salaries were determined primarily by a review of salary data for the median using peer group data prepared by FW Cook.
Executives’ salaries vary based on a review of individual performance and the other above-referenced criteria. During fiscal year 2019, base salaries of the NEOs were increased following a review of the relevant salary data, such that as of the end of fiscal year 2019, base salaries of the NEOs were as follows: 
Name
 
Prior Base Salary
 
Current Base Salary
 
% Increase
William E. Waltz, Jr.
 
$
550,000

 
$
700,000

 
27.3
%
David P. Johnson
 
$
475,000

 
$
489,250

 
3.0
%
Peter J. Lariviere
 
$
400,000

 
$
412,000

 
3.0
%
Daniel S. Kelly
 
$
350,000

 
$
365,000

 
4.3
%
Mark F. Lamps
 
n/a

 
$
340,000

 
n/a

As of the beginning of fiscal year 2019, the Committee approved a significant increase in base salary for Mr. Waltz due to his promotion from President & COO to President & CEO of the Company. Effective October 1, 2018, Mr. Waltz assumed the role of President & CEO of the Company, and his base salary was increased to $700,000. Base pay increases for these individuals will generally occur in April of the year following the end of each fiscal year.
Annual Incentive Plan Compensation
We currently maintain the AIP, which is intended to retain and motivate our executive officers and certain other key employees by providing them with an opportunity to earn cash incentives based on our attainment of certain specified performance goals. The AIP is administered by our Committee, which selects those of our employees who will participate in the AIP and establishes the applicable performance goals. The maximum amount payable to any participant under the AIP during any given twelve-month performance period is $4 million.
For our NEOs, our AIP primarily rewards growth in Adjusted EBITDA and improvement in the number of working capital days (as defined below). Adjusted EBITDA was used in fiscal year 2019 for AIP purposes and was defined for fiscal year 2019 as net income (loss) before: unallocated expenses, depreciation and amortization, interest expense, net, gain (loss) on extinguishment of debt, restructuring and impairments, stock-based compensation, certain legal matters, consulting fees, transaction costs, gain on sale of joint venture and other items, such as inventory reserves and adjustments, release of indemnified uncertain tax positions, and the impact of foreign exchange gains or losses. Adjusted EBITDA is a non-GAAP measure which management believes is a helpful indicator of operating performance. Because it is not a measurement of performance under GAAP, Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.
“Working capital days” improvement is a measure intended to reflect the improvement, from one fiscal year to the next, of our short-term financial health and efficiency. Working capital days, both on a corporate and business unit level, is defined as the sum of “Days Sales Outstanding” (i.e., accounts receivable) and “Days Inventory on Hand” (i.e., the number of days it takes to sell our average balance of inventory) minus “Days Sales Outstanding in Account Payables” (i.e., accounts payable).
Adjusted EBITDA and Working Capital Days disclosed herein may differ from those disclosed in the Annual Report on Form 10-K. Those metrics are further adjusted to exclude the impact of acquisitions and divestitures that occur in the fiscal year, but was not forecasted within the target.
In general, the Company establishes a threshold, target and maximum performance for these financial metrics as follows: (i) using a bottom-up approach that is conducted throughout the year using rolling 12-15 month forecasts which take into consideration market growth rates based on Dodge estimates and the vertical markets (education, manufacturing, warehouse, etc.) that we participate in, as well as the productivity initiatives that are planned for the upcoming year; (ii) performing a top-

22


down approach undertaken by our Corporate Financial Planning and Analysis group to determine the next year’s budget by analyzing base growth assumptions in the business, strategic initiatives planned, providing for inflation concerns, eliminating the past year’s one-time impacts and adding in acquisitions.
By using a bottom-up and top-down approach, we are able to review and compare each for excess conservatism or excess optimism in determining the annual planned targets. Once the annual plan is reconciled, it is approved by Senior Management and the full board. For fiscal year 2019, Atkore's adjusted EBITDA target was set at a 7.6% improvement over prior fiscal year performance. Working Capital Day targets were set at a 2.5% improvement over prior fiscal year performance.
For fiscal year 2019, the maximum performance under all of these financial metrics was capped at 250% of target achievement, even if actual performance exceeded the maximum performance goal.
In addition, each executive has a portion of his or her AIP compensation based on personal performance factors, including, by way of example, cost management, strategic initiatives and talent development. The personal performance factors of each NEO are individually set, and, based on these personal performance factors, an NEO’s calculated annual incentive payout can be modified down (including to zero, so that no bonus is earned) or up to as much as 200% of the bonus that could have been earned in the absence of the personal performance factors (subject to the a $4,000,000 individual maximum payout). For fiscal year 2019, each NEO’s personal performance factors were measured against objectives including cost management, strategic initiatives and talent development. These metrics measure the success of the most important elements of our business strategy and require us to balance increases in revenue with financial discipline to produce strong margins and a high level of cash flow. For fiscal year 2019, the financial metrics applicable to the named executive officers were weighted as follows:
Metric
 
CEO and Other
Executive Officers
(%)
 
Group/Business Unit
Presidents
(%)
Atkore Adjusted EBITDA
 
80

 
30

Atkore Working Capital Days
 
20

 

Group/Business Unit Adjusted EBITDA
 

 
50

Group Working Capital Days
 

 
20


For fiscal year 2019, the actual financial numbers assigned to Adjusted EBITDA and change in working capital days were as follows ($ in millions):
Metric
 
Threshold
 
Target
 
Maximum
 
Actual
Atkore Adjusted EBITDA
 
$
235.1

 
$
293.9

 
$
367.4

 
$
323.3

Atkore Working Capital Days
 
67.4

 
64.2

 
59.1

 
68.7

Group/Business Unit Adjusted EBITDA:
 
 
 
 
 
 
 
 
Mechanical Products & Solutions
 
$
68.6

 
$
85.8

 
$
107.2

 
$
89.4

Cable Solutions
 
$
45.2

 
$
56.5

 
$
70.6

 
$
60.1

Conduit & Fittings
 
$
146.9

 
$
183.7

 
$
229.6

 
$
214.2

Group Working Capital Days:
 
 
 
 
 
 
 
 
Mechanical Products & Solutions
 
61.5

 
58.5

 
53.9

 
66.2

Electrical Raceway(1)
 
69.7

 
66.4

 
61.1

 
70.2

Payout Percentage
 
50
%
 
100
%
 
250
%
 
 
(1)
Electrical Raceway Group Working Capital Days metric and targets shown are the sum total of our North American Electrical Raceway business.
For fiscal year 2019, the personal performance factor modified the amounts earned based on Adjusted EBITDA and working capital days performance as follows:
 
 
Minimum
 
Target
 
Maximum
Personal Performance Factor
 
0%
 
100
%
 
200
%
For fiscal year 2019, the Committee considered the following factors in determining the personal performance factor component for our named executive officers under the AIP: (i) input from the CEO; (ii) personal observation of performance;

23


and (iii) the named executive officer’s achievement of individual objectives, which included cost management, strategic initiatives and talent development. For fiscal year 2019, personal performance factors for the executive leadership team averaged 101.2%, and ranged from 98% - 103%.
The table below shows the threshold, target and maximum bonus payments set for the named executive officers under the AIP for fiscal year 2019, as well as the actual bonus payments that each of the named executive officers received.
For fiscal year 2020, the Committee has approved the following changes to our Annual Incentive Plan design to meet the evolution of our business strategy and human resource objective. The plan design will 1) place a heavier weighting on corporate and business segment financial performance, 2) narrow the potential range of outcomes for the Personal Performance Factors (PPF) from 0%-200% to 80%-120% to increase recognition and 3) change Group/BU President profit metric weighting from (50% Group/BU EBITDA, 30% Atkore EBITDA) to (40% Group/BU EBITDA, 40% Atkore EBITDA).
Fiscal Year 2019 AIP Bonus Summary
The following tables summarize the calculation of the AIP bonuses earned by our NEOs for fiscal year 2019:
Named Executive
Officer
 
Target Bonus Opportunity as % of Base Salary
 
Atkore Adjusted
EBITDA Achievement
(%)(1)
 
Group /Business Unit Adjusted
EBITDA
Achievement
(%)(1)
 
Atkore Working
Capital Days
Achievement
(%)(1)
 
Group/Business
Unit Working
Capital Days
Achievement
(%)(1)
 
Bonus
Payout %
before
Personal
Performance
Factor (A)
 
Personal
Performance
Factor (%)
(B)
 
Final Bonus
Earned as a % of Target
(C) =
(A)x(B)
William E. Waltz Jr.
 
100

 
160.00

 

 
0.00

 

 
128.00

 
101
%
 
129.28
%
David P. Johnson
 
60

 
160.00

 

 
0.00

 

 
128.00

 
102
%
 
130.56
%
Peter J. Lariviere
 
65

 
160.00

 
138.40

 

 
0.00

 
117.20

 
98
%
 
114.86
%
Daniel S. Kelly
 
60

 
160.00

 

 
0.00

 

 
128.00

 
100
%
 
128.00
%
Mark F. Lamps (2)
 
50

 
160.00

 
125.68

 

 
0.00

 
110.94

 
102
%
 
113.06
%
Named Executive Officer
 
Target Bonus
Opportunity
($) (D)
 
Actual
($)
(C)x(D)(4)
William E. Waltz Jr.
 
700,000

 
905,000

David P. Johnson
 
293,550

 
383,250

Peter J. Lariviere
 
267,800

 
307,584

Daniel S. Kelly
 
219,000

 
280,313

Mark F. Lamps
 
170,000

 
181,106

(1)
The percentages equate to the actual achievement of the relevant financial metric shown in the table of financial metrics in the “Compensation Discussion and Analysis-Annual Incentive Plan Compensation” section above. The financial metrics were interpolated from the percentages that correspond to threshold, target or maximum achievement levels. For example, for all of our NEOs, the 160.00% listed for Adjusted EBITDA is based on the actual achievement of this metric of $323.3 million, which has been interpolated from the 100% payout percentage that would have resulted from achievement of $293.9 million. The group segments and business unit by which our NEOs’ performance was evaluated were: Mr. Lamps, Mechanical Products and Solutions Group, as well as total Atkore and Mr. Lariviere, Cable Solutions business unit.
(2)
Mr. Lamps received a prorated AIP bonus payout for fiscal year 2019. His employment with Atkore began after the beginning of the fiscal year. His date of hire was October 22, 2018.
(3)
All percentages shown in the table above are rounded to two decimal places and actual bonus amounts shown above were calculated using four decimal places. Any differences in bonus amounts shown versus amounts calculated using table percentages are due to rounding.

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Long-Term Incentives
During fiscal year 2019, we compensated our named executive officers with equity compensation consisting of stock options, RSUs and PSUs:
Options are granted with an exercise price equal to the fair market value (closing price) of our shares on the date of grant, vest ratably over three years and have a term of ten years. We compensate our named executive officers with stock options because we view stock options as inherently performance-based because they only deliver value if our stock price increases from the time of grant.
An RSU represents a right to receive a share of Company common stock in the future, if and when the RSU vests. All RSUs granted as part of our annual grant processes vest ratably over three years. We compensate our named executive officers with service-vesting RSUs to provide additional incentives based on the performance of our stock price and to retain our named executive officers during the vesting period.
A PSU represents a right to receive a share of Company common stock in the future, if and when the PSU vests. Each award of PSUs is denominated in a target number of our shares, with the number of shares that may be earned ranging from 0% to 200% of the target number based on actual performance against the performance metrics. PSUs vest based on achievement of the following performance criteria, measured during a period of the three fiscal years commencing on October 1, 2018: (i) 30% of each PSU award vests based on the total stockholder return of our stock relative to a group of comparable companies as specified in the PSU award agreement, and (ii) 70% of each PSU award vests based on achievement of cumulative adjusted net income relative to internally-established goals. We grant PSUs to our named executive officers in order to provide incentives to achieve corporate goals that are important to us and our stockholders and to provide appropriate rewards to our executives for achieving those goals.
For the effect of a termination of employment or a change in control of us on these equity awards, see “Potential Payments upon Termination or Change in Control” beginning on page 35.
In fiscal year 2019, our named executive officers received the following grants of equity compensation as part of our normal equity awards procedures (as measured based on the grant date value of such awards):
Name
Equity Awards
 
 
Stock Option ($)(1)
 
RSU ($)(2)
 
PSU ($)
 
Total ($)
William E. Waltz Jr.
3,000,000

 
425,000

 
1,275,000

 
4,700,000

David P. Johnson
125,000

 
125,000

 
250,000

 
500,000

Peter J. Lariviere
128,750

 
128,750

 
257,500

 
515,000

Daniel S. Kelly
112,500

 
112,500

 
225,000

 
450,000

Mark F. Lamps
62,500

 
332,500

 
125,000

 
520,000

(1)
The Stock option grant shown for Mr. Waltz valued at $3,000,0000 was granted upon his promotion to CEO on October 1, 2018. This one-time grant was intend cover the stock option portion of his annual award cycles for fiscal years 2019, 2020 and 2021.
(2)
Mr. Lamps' RSU grant shown valued at $332,500 is the sum of three separate RSU grants throughout fiscal year 2019. Mr. Lamps' received a grant of RSUs valued at $120,000 on November 1, 2018 to cover the buy-out of awards granted prior to his employment with Atkore. He received a promotional grant of RSUs valued at $150,000 on March 1, 2019 in recognition of his promotion to Group President of Mechanical Products & Solutions. The remainder of this RSUs grant was granted as part of the regular annual award cycle.
For fiscal year 2020, the Committee has approved the following changes to the relative Total Shareholder Return (rTSR) allocation of our Performance Share Unit (PSU) Plan design to meet the evolution of our business strategy and human resource objectives. The new PSU plan design will 1) increase the weighting placed on rTSR to 50% from 30% and 2) decrease the maximum payout allowed under the rTSR allocation to 150% of target from 200% of target.
Payout Under the 2017-2019 PSU Performance Cycle
For grants issued in Fiscal 2017, 50% of each NEO's annual target long-term incentive was converted to a target number of PSUs by dividing the intended value by a weighted average stock price calculated as 70% of the Atkore closing stock price as of the date of grant plus 30% of the fair value (under ACS Topic 718) calculation of Atkore stock over the three-year performance period. The fair value calculation was determined by AON Consulting using the closing price of Atkore stock on the date of grant.

25


For the 2017-2019 performance cycle, our overall performance resulted in a payout 123.8% of the target award, as illustrated in the table below. Our net income was achieved at 97.2% of target, resulting in a net income payout of 92.9% of target. Our rTSR was at the 74th percentile of the performance peer group, resulting in a rTSR payout of 196.0% of target.
Performance Cycle
Net Income Performance (70% Weighting)
rTSR Performance (30% Weighting)
Overall Payout % vs. Target
 
Achievement %
Payout %
Percentile Rank %
Payout %
 
2017 - 2019
97.2%
92.9%
74%
196%
123.8%
Named Executive Officer PSU Distribution
Based on the final payout of 123.8%, the NEOs received the following number of shares of Atkore common stock:
Named Executive Officer
Target Award (# of Shares)
Final Award (# of Shares)
William E. Waltz Jr.
11,019

13,642

David P. Johnson
n/a

n/a

Peter J. Lariviere
11,019

13,642

Daniel S. Kelly
6,419

7,947

Mark F. Lamps
n/a

n/a

Additional information regarding the payouts under the 2017-2019 PSU performance cycle is provided in the Options Exercised and Stock Vested table on page 33.
Equity Awards Procedure
The Committee generally intends to make equity grants at approximately the same time each year (during the first fiscal quarter) following our release of financial information; however, the Committee may choose to make equity awards outside of the annual broad-based grant (e.g., for new hires, employee promotions, company acquisitions or employee retention purposes). It is the Committee’s practice not to grant equity awards when the Company or its subsidiaries possess material non-public information, unless the Committee has considered the potential impact that public disclosure will have on the stock price, and the Committee has made an affirmative decision to go forward with the grant. Stock options may be granted only with an exercise price at or above the fair market value of our stock.
Benefit Plans
Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract, retain and motivate high-caliber executives. Our primary benefits for our named executive officers include participation in our broad-based plans: tax-qualified defined contribution 401(k) retirement savings plan, health and dental plans and various insurance plans, including disability and life insurance. Specific to our 401(k) retirement savings plan, we match the contributions of each of our employees, including our named executive officers, at a rate of 50% of the first 6% of the employee’s contributions. Employees and named executive officers are immediately vested in both their individual contributions and company matching contributions. Our executive officers do not currently participate in or have a vested right to any defined benefit pension plans, supplemental executive retirement plans, or “SERP,” or other deferred compensation plans.
Perquisites
The perquisites that we provide to our named executive officers are not considered by our Human Resources & Compensation Committee in determining compensation levels of our named executive officers. These include cell phone stipends, group term life insurance coverage and relocation expenses. Beginning in fiscal year 2019 the Committee implemented two new perquisites; our NEOs now have the opportunity to undergo executive physicals and, obtain financial planning and tax preparation services on an annual basis. For a description of the perquisites paid to our named executive officers, see the Summary Compensation Table below.

26


Employment and Severance Agreements
None of the named executive officers is currently a party to an employment agreement, offer letter or severance agreement that governs the terms of their post-termination compensation. Although certain other of our named executive officers were previously subject to severance agreements, all of the named executive officers have elected to terminate these arrangements and are now covered under the severance policy adopted in July 2017.
Compensation Risk Assessment
The Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking. In fiscal year 2019, the Committee’s compensation consultant, FW Cook, assisted us in a review of potential risks associated with our compensation practices. As part of its review, FW Cook examined the compensation programs for our senior leadership team and concluded, consistent with the conclusions of our Committee, that (1) our compensation programs are well designed to encourage behaviors aligned with the long-term interests of our shareholders, (2) there is an appropriate balance in fixed versus variable pay, cash versus equity, financial and non-financial goals, short-term and long-term measurement periods, and discretion under our compensation programs, and (3) appropriate policies are in place to mitigate compensation risk (including stock ownership guidelines, insider trading prohibition and independent oversight).
Stock Ownership Guidelines
The board has adopted stock ownership guidelines for executive officers of the Company. The board believes that setting these ownership guidelines will enhance an executive officers’ alignment with other stockholders. The Committee expects that these ownership guidelines will be met over time and intends to review executive officer stock ownership levels on an annual basis but has currently not adopted any specific time frame for meeting them.
The ownership guidelines for executive officers are based on a multiple of annual base salary, with the CEO expected to own stock valued at five times his annual salary and other executive officers expected to own stock valued at three times their respective annual salaries. Shares included in the ownership guideline calculation include shares owned by the executive.
Until an executive officer meets the stock ownership requirements set forth above, he or she must retain a specified percentage of after-tax “net profit shares” realized from (i) the exercise of stock options, (ii) the settlement of PSUs and (iii) the vesting of RSUs. Net profit shares are calculated after payment of the stock option exercise price and using the maximum marginal federal, state and local employment and income tax rates. The percentages of the net profit shares required to be retained are as follows:
Participant
Retention Percentage
Chief Executive Officer
75%
All Other Executive Officers
50%
Clawback Policy
In 2017, the board adopted a clawback policy applicable to current and former executive officers of the Company. Although the clawback rules enacted under Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) are not yet effective, the board concluded that having a robust recoupment policy is advisable and in the best interests of the Company and our stockholders, furthers our culture of integrity and accountability and reinforces our pay-for-performance compensation philosophy. The policy was effective as of May 2, 2017 and applies to covered incentive compensation approved, awarded or granted after that date.
Under the clawback policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the securities laws, the board may require reimbursement or forfeiture (on an after-tax basis) of any excess incentive compensation received by any covered executive during the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. “Excess incentive compensation” for this purpose means any amount of compensation in excess of the

27


amount that would have been paid based on the restated financial results (using such methods of calculation and estimates as the board determines to be reasonable).
Incentive compensation covered by the clawback policy includes any variable compensation, the vesting of which is based wholly or in part on the attainment of a financial reporting measure, including annual bonuses, stock options, restricted stock units and performance share units. Financial measures covered by the clawback policy include our stock price, total shareholder return and revenue-based and income-based measures, and improvement in working capital days.
The decision of whether to recover compensation under the clawback policy is within the discretion of the board. If the board determines to apply the policy, it may do so by requiring the covered executive to reimburse the Company, pursuing gain realized from the vesting, exercise or settlement of equity awards, offsetting other compensation owed to the covered executive, canceling outstanding awards, or taking other actions permitted by applicable law.
Tax Deductibility of Compensation and Other Company Policies
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") imposes a $1 million limit on the amount that a public company may deduct for compensation paid certain of the Company's executive officers who are "covered employees." For compensation arrangements in place as of November 2, 2017, the Section 162(m) limitation did not apply to compensation that is paid only if the executive’s performance meets pre-established objective goals based on performance criteria approved by our stockholders. Both our Annual Incentive Plan and our Omnibus Incentive Plan were approved by our stockholders in order to qualify for this exception, in those situations in which we determine the exception advisable to use.
During our fiscal year 2018, the federal legislation referred to as the Tax Cuts and Jobs Act expanded the $1 million deduction limitation to a larger group of "covered employees," including a company's chief financial officer (in addition to the chief executive officer and three other most highly compensated executive officers), plus any individual who has been a "covered employee" in any taxable year beginning after December 31, 2016, and eliminated the "performance based compensation" exception to the Section 162(m) deduction limitations beginning with the next tax year commencing after December 31, 2017 (in the Company's case, beginning with our fiscal year 2019). Because we believe that the primary drivers for determining the amount and form of executive compensation must be the retention and motivation of superior executive talent, we have awarded, and we will also consider awarding, compensation that may not be fully deductible if we determine that the nondeductible compensation is nonetheless in the Company’s best interests and the best interests of its stockholders (for example, service-vesting RSUs).

28


Executive Compensation Tables
The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal year 2019 ended on September 30, 2019.
Summary Compensation Table
Name
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(1)
 
Option
Awards
($)(2)
 
Non-Equity
Incentive Plan
Compensation
($)(3)
 
All Other
Compensation
($)(4)
 
Total
($)
William E. Waltz Jr.
 
2019
 
700,000

 
 
1,700,000

 
3,000,002

(5)
905,000

 
29,044

 
6,334,046

President & Chief Executive Officer
 
2018
 
490,385

 
 
449,991

 
149,998

 
640,338

 
54,991

 
1,785,703

 
2017
 
419,500

 
 
1,586,221

 
128,746

 
294,439

 
70,147

 
2,499,053

David P. Johnson
 
2019
 
482,125

 
 
374,989

 
125,000

 
383,250

 
120,237

 
1,485,601

Vice President, Chief Financial Officer & Chief Accounting Officer
 
2018
 
63,942

 
 
700,024

 

 

 
9,893

 
773,859

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peter J. Lariviere
 
2019
 
405,538

 
 
386,257

 
128,747

 
307,584

 
17,986

 
1,246,112

President, Cable Solutions
 
2018
 
400,000

 
 
386,239

 
128,748

 
216,705

 
9,748

 
1,141,440

 
2017
 
369,746

 
 
1,586,221

 
128,746

 
135,337

 
9,695

 
2,229,745

Daniel S. Kelly
 
2019
 
357,500

 
 
337,498

 
112,501

 
280,313

 
12,711

 
1,100,523

Vice President, General Counsel & Corporate Secretary
 
2018
 
344,500

 
 
262,506

 
87,498

 
307,833

 
12,592

 
1,014,929

 
2017
 
323,700

 
 
225,012

 
74,999

 
106,060

 
12,262

 
742,033

Mark F. Lamps
 
2019
 
314,904

 
 
457,521

(6)
62,507

 
181,106

 
12,234

 
1,028,272

Group President, Mechanical Products & Solutions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The amounts reported in the Stock Awards column reflect the aggregate grant date fair value associated with awards of RSUs and PSUs to each of the NEOs, determined in accordance with FSB ASC Topic 718. See Note 6 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 for additional detail regarding assumptions underlying the valuation of our equity awards. The value of the PSUs awarded is subject to the achievement of certain performance criteria over a three-year performance period. For more details see "Compensation Discussion and Analysis, Long-Term Incentives" on page 25.
(2)
The amounts reported in the Option Awards column represent the aggregate grant date fair value associated with option grants to each of the NEOs, determined in accordance with FSB ASC Topic 718. See Note 6 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 for additional detail regarding assumptions underlying the valuation of our equity awards. For further information on the stock option grants awarded, see "Grants of Plan-Based Awards" on page 31.
(3)
Amounts reflect annual cash incentive compensation earned under the AIP for the relevant fiscal year. For more information, see “Compensation Discussion and Analysis, Annual Incentive Plan Compensation” on page 22.
(4)
Amounts represent certain perquisites, executive physical, financial planning, retirement and health plan contributions and commuter travel and relocation expenses as shown in the following table    .
(5)
Mr. Waltz was granted an award of stock options with a grant date value of $3,000,000 on October 1, 2018. This grant of stock options will vest ratably over a 5 year period with 1/5 vesting on each successive year from the date of grant.
(6)
Mr. Lamps was granted an award of restricted stock units with a grant date value of $120,000. This grant was made on November 1, 2018 and vests ratably over a 3 year period with 1/3 vesting on each successive year from date of grant. Mr. Lamps was also granted a promotional grant of restricted stock units on March 1, 2019 valued at $150,000. This grant of restricted stock units will vest ratably over a 3 year period with 1/3 vesting on each successive year from date of grant. The remainder of Mr. Lamps stock grant had a grant date value of $250,000, $62,500 was delivered in the form of Stock Options which vests ratably over a 3 year period as described above and $187,500 was delivered in the form of RSU and PSU which vests ratably over 3 year period and on a 3 year cliff basis respectively.

29


All Other Compensation
Name
 
Year
 
Perquisites
($)(1)
 
Executive Physical ($)(2)
 
Financial Planning Stipend ($)(3)
 
Retirement
Plan
Contributions
($)(4)
 
Health
Savings Plan
Contributions
($)(5)
 
Other
Expense Payments
($)(6)
 
Total
($)
William E. Waltz Jr.
 
2019
 
4,554

 
5,336

 
10,000

 
8,154

 
1,000

 

 
29,044

 
 
2018
 
2,770

 
 
 
 
 
7,952

 
1,000

 
43,269

 
54,991

 
 
2017
 
2,578

 
 
 
 
 
7,724

 
1,000

 
58,845

 
70,147

David P. Johnson
 
2019
 
2,754

 

 

 
11,688

 
500

 
105,295

 
120,237

 
 
2018
 
330

 
 
 
 
 
1,918

 

 
7,645

 
9,893

Peter J. Lariviere
 
2019
 
1,835

 

 
7,942

 
8,209

 

 

 
17,986

 
 
2018
 
1,806

 
 
 
 
 
7,942

 

 

 
9,748

 
 
2017
 
1,654

 
 
 
 
 
8,041

 

 

 
9,695

Daniel S. Kelly
 
2019
 
3,147

 

 

 
8,564

 
1,000

 

 
12,711

 
 
2018
 
3,080

 
 
 
 
 
8,512

 
1,000

 

 
12,592

 
 
2017
 
2,974

 
 
 
 
 
8,288

 
1,000

 

 
12,262

Mark F. Lamps
 
2019
 
2,135

 
4,770

 
1,100

 
4,229

 

 

 
12,234

(1)
Amounts listed include payments and benefits relating to cell phone stipends and group term life insurance coverage.
(2)
Amount reflect the cost of Executive Physical through Northwestern Executive Health.
(3)
Amounts reflect the cost of Executive Financial and Estate Planning; this perquisite is limited to $10,000 per year.
(4)
Amounts reflect matching contributions made on behalf of each named executive officer to our tax-qualified 401(k) retirement savings plan. Amounts shown reflect matching contribution across portions of two calendar years.
(5)
Amounts reflect employer provided contributions made on behalf of each named executive officer to their tax-qualified health savings account plan.
(6)
Amounts for Mr. Waltz reflected employer-paid commuter travel expenses. These expenses have been discontinued for fiscal year 2019 and beyond. Mr. Johnson's payments for fiscal year 2018 and 2019 represent expenses associated with his relocation to Illinois.

30


Grants of Plan-Based Awards in Fiscal Year 2019
The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal year 2019:
 
Name
 
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
(#)(3)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Option
(#)(4)
 
Exercise
or Base
Price of
Option
Awards
($/
SH)(5)
 
Grant Date
Fair Value
of
Stock and
Option
Awards(6)
 
 
Threshold  
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
 
 
William E. Waltz, Jr.
 
 
 
$
350,000

 
$
700,000

 
$
1,750,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
35,066

 
70,132

 
140,264

 
 
 
 
 
 
 
$
1,275,000

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
23,743

 
 
 
 
 
$
425,000

 
 
 
10/1/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
236,967

 
$
25.91

 
$
3,000,002

 
David P. Johnson
 
 
 
$
146,775

 
$
293,550

 
$
733,875

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
6,876

 
13,751

 
27,502

 
 
 
 
 
 
 
$
249,993

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
6,983

 
 
 
 
 
$
124,996

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,881

 
$
17.90

 
$
125,000

 
Peter J. Lariviere
 
 
 
$
133,900

 
$
267,800

 
$
669,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
7,082

 
14,164

 
28,328

 
 
 
 
 
 
 
$
257,502

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
7,193

 
 
 
 
 
$
128,755

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,327

 
$
17.90

 
$
128,747

 
Daniel S. Kelly
 
 
 
$
109,500

 
$
219,000

 
$
547,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
6,188

 
12,376

 
24,752

 
 
 
 
 
 
 
$
224,996

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
6,285

 
 
 
 
 
$
112,502

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,393

 
$
17.90

 
$
112,501

 
Mark F. Lamps
 
 
 
$
85,000

 
$
170,000

 
$
425,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
3,438

 
6,876

 
13,752

 
 
 
 
 
 
 
$
125,006

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
3,495

 
 
 
 
 
$
62,507

 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,440

 
$
17.90

 
$
62,496

 
 
 
11/1/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
5,926

 
 
 
 
 
$
120,002

 
 
 
3/1/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
6,522

 
 
 
 
 
$
150,006

(1)
Amounts in these columns represent potential annual performance bonuses that the NEOs could have earned under the AIP for fiscal year 2019. The actual amounts of the awards paid to the NEOs in respect of fiscal year 2019 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
(2)
Subject to the achievement of certain performance criteria, represents the potential number of shares that may be issued to the NEO pursuant to the grant of PSU awards made in fiscal year 2019 under the Omnibus Incentive Plan of 2016 (see “Compensation Discussion and Analysis, Long-Term Incentives” beginning on page 25).
(3)
Represents the number of shares subject to RSU awards made in fiscal year 2019 under the Omnibus Incentive Plan of 2016. The RSU awards vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date.
(4)
Represents the number of shares subject to stock option grants made in fiscal year 2019 under the Omnibus Incentive Plan of 2016. All options granted in fiscal year 2019 to NEOs have a term of ten years from the grant date and vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date with the exception of those stock options granted to Mr. Waltz on October 1, 2018. This grant of stock options vests one-fifth on each of the first, second, third, fourth and fifth anniversaries of the grant date.
(5)
Represents the exercise price for the option awards, which were determined based on the closing market price of a share of our common stock on the date of grant.
(6)
The aggregate grant date fair value of PSU, RSU and stock option awards was determined in accordance with FASB ASC Topic 718. See Note 6 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 for additional detail regarding assumptions underlying the valuation of our equity awards.


31


Outstanding Equity Awards at 2019 Fiscal Year-End
The following table shows, for each of the named executive officers, all equity awards that were outstanding as of September 30, 2019.
Name
 
Grant Date
 
Options Awards(1)
 
Stock Awards(2)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
 
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)(3)
 
Number
of Unearned
Shares, Units, Other
Rights That
Have Not
Vested
(#)
 
Market
Value of
Unearned
Shares, Units
Other Rights
That Have
Not
Vested ($)(4)
William E. Waltz, Jr.
 
2/24/2014
 
41,100

 

 

 
$7.30
 
2/24/2024
 
 
 
 
 
 
 
 
 
2/24/2014
 
137,000

 

 

 
$7.30
 
2/24/2024
 
 
 
 
 
 
 
 
 
 
5/22/2014
 
109,600

 

 

 
$9.12
 
5/22/2024
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
9,708

 
4,856

 

 
$21.45
 
11/30/2026
 
 
 
 
 
 
 
 
 
 
11/28/2017
 
6,001

 
12,006

 

 
$20.01
 
11/28/2027
 
 
 
 
 
 
 
 
 
 
10/1/2018
 

 
236,967

 

 
$25.91
 
10/1/2028
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
 
 
 
 
 
 
 
 
 
 
2,002

 
$60,761
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
4,998

 
$151,689
 
 
 
 
 
 
9/6/2017
 
 
 
 
 
 
 
 
 
 
 
68,846

 
$2,089,476
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
23,743

 
$720,600
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,630

 
$413,671
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70,132

 
$2,123,506
David P. Johnson
 
11/27/2018
 

 
14,881

 

 
$17.90
 
11/27/2028
 
 
 
 
 
 
 
 
 
9/1/2018
 
 
 
 
 
 
 
 
 
 
 
10,227

 
$310,389
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
6,983

 
$211,934
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,751

 
$417,434
Peter J. Lariviere
 
10/21/2013
 
15,400

 

 

 
$7.30
 
10/21/2023
 
 
 
 
 
 
 
 
 
10/21/2013
 
8,220

 

 

 
$7.30
 
10/21/2023
 
 
 
 
 
 
 
 
 
 
5/22/2014
 
21,920

 

 

 
$9.12
 
5/22/2024
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
4,854

 
4,856

 

 
$21.45
 
11/30/2026
 
 
 
 
 
 
 
 
 
 
11/28/2017
 
5,151

 
10,305

 

 
$20.01
 
11/28/2027
 
 
 
 
 
 
 
 
 
 
11/27/2018
 

 
15,327

 

 
$17.90
 
11/27/2028
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
 
 
 
 
 
 
 
 
 
 
2,002

 
$60,761
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
4,290

 
$130,202
 
 
 
 
 
 
9/6/2017
 
 
 
 
 
 
 
 
 
 
 
68,846

 
$2,089,476
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
7,193

 
$218,308
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,699

 
$355,065
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,164

 
$429,877
Daniel S. Kelly
 
9/9/2013
 
68,500

 

 

 
$7.30
 
9/9/2023
 
 
 
 
 
 
 
 
 
5/22/2014
 
109,600

 

 

 
$9.12
 
5/22/2024
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
5,655

 
2,829

 

 
$21.45
 
11/30/2026
 
 
 
 
 
 
 
 
 
 
11/28/2017
 
3,500

 
7,004

 

 
$20.01
 
11/28/2027
 
 
 
 
 
 
 
 
 
 
11/27/2018
 

 
13,393

 

 
$17.90
 
11/27/2028
 
 
 
 
 
 
 
 
 
 
11/30/2016
 
 
 
 
 
 
 
 
 
 
 
1,166

 
$35,388
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
2,916

 
$88,501
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
6,285

 
$190,750
 
 
 
 
 
 
11/28/2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,951

 
$241,313
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,376

 
$375,612
Mark F. Lamps
 
11/27/2018
 

 
7,440

 

 
$17.90
 
11/27/2028
 
 
 
 
 
 
 
 
 
11/1/2018
 
 
 
 
 
 
 
 
 
 
 
5,926

 
$179,854
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
3,492

 
$105,982
 
 
 
 
 
 
3/1/2019
 
 
 
 
 
 
 
 
 
 
 
6,522

 
$197,943
 
 
 
 
 
 
11/27/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,876

 
$208,687
(1)
Stock option awards granted prior to November 30, 2016 vest over a period of five years with one-fifth becoming exercisable on each anniversary of the grant date. Stock option awards granted after November 29, 2016 vest over a period of three years with one-

32


third becoming exercisable on each anniversary of the grant date. Stock Options granted to Mr. Waltz on October 1, 2018 vest over a period of five years with one-fifth becoming exercisable on each anniversary of the grant date.
(2)
In general, annual RSU grants vest over a period of three years with one-third becoming exercisable on each anniversary of the grant date. RSUs granted to Messrs. Waltz and Lariviere on September 6, 2017 vest on the third anniversary of the grant date. PSUs vest at the end of a three-year performance period.
(3)
RSU market value is determined by multiplying the total number of shares awarded that have not vested times $30.35, the closing price of a share of our common stock on the NYSE on September 30, 2019.
(4)
PSU market value is determined by multiplying the total number of shares awarded that have not vested times $30.35, the closing price of a share of our common stock on the NYSE on September 30, 2019.
Option Exercises and Stock Vested in Fiscal Year 2019
The following table shows, for each of the named executive officers, stock options exercised and stock awards vesting that were outstanding as of September 30, 2019.
Name
Options Awards(1)
 
Stock Awards(2)
Number of
Shares Acquired on
Exercise
(#)
 
Option
Exercise
Price
($)
 
Number of
Shares
Acquired on
Vesting
(#)
 
Value
Realized on
Vesting
($)
William E. Waltz, Jr.

 
$

 
18,140

 
$
507,483

David P. Johnson

 
$

 
15,340

 
$
445,013

Peter J. Lariviere
12,000

 
$
208,301

 
17,786

 
$
500,028