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Table of Contents
 | 2016 Proxy Statement | |||
Steve Scheinkman, CEO June 17, 2016 Dear On behalf of A. M. Castle, When we announced my appointment as CEO in early 2015, it was apparent that significant change was necessary to return the Company to profitability and to improve our long-term financial position. Under my leadership, we reorganized and reenergized our management team and employee base and executed against an ambitious operational restructuring and refinancing plan. The operational restructuring plan, announced in April 2015, was implemented to right size our business to the current economic environment and allow us to better serve our customers’ needs. These activities included the optimization of our facility footprint, cost cutting activities, and the opening of a new facility in Janesville, Wisconsin, which will serve as a center of excellence for our bar business in the Midwest. We executed this plan on time and within budget, and we believe that we will fully realize the expected cost reductions as projected. In addition, over the past year we have taken significant steps to improve the capital structure of the business. Specifically, we announced a plan to refinance our public debt in January 2016, the sale of the vast majority of our energy-related inventory in February 2016, and the sale of the assets of our Total Plastics, Inc. (“TPI”) subsidiary in March 2016. The refinancing activities allowed us to de-lever our balance sheet and provided the liquidity we needed to reposition the organization for long term growth. The sale of TPI and our energy-related inventory not only added liquidity, but also helped us streamline our business to focus on our Aerospace and Industrial end markets, where our competitive position is more robust. With this strategic refinancing process now substantially complete, we believe we have established the financial foundation we need to grow and prosper in the future, all while enhancing the long-term competitiveness of the business. The Management team and I are excited about the year ahead, but understand that the hard work is not behind us. Our job is to ensure that A.M. Castle remains focused on building long-term stockholder value. We remain steadfast in our confidence about the future of A.M. Castle and we look forward to working together to support our employees as they further enhance and build our brand. We look forward to reporting even more success to you in 2016. Q&A with our Steve Scheinkman was appointed as President and Chief Executive Officer of Can you talk about your first year as A.M. Castle’s CEO? Having served in the industry for 27 years, including as President of what is now Castle’s aerospace business, I was well aware of the Company’s strong capability to provide metal products, services, and processing capabilities at the highest levels of quality and customer satisfaction. A.M. Castle has a great brand and a strong reputation in our industry. It was for those reasons that I was very excited to accept the position as President and CEO. The Board and I had a clear vision of how to better empower our employees, utilize their expertise and creativity, and further develop a complete and customized solution that positions Castle as the go-to growth partner for our customers at all levels of the supply chain. That being said, I don’t think anyone could have predicted the headwinds that our industry experienced in 2015. Commodity pricing and ongoing end market pressures accelerated throughout the year, a trend that made my first year as CEO that much more challenging. Despite this, I am proud of our team and the progress we made on all facets that were within our control, including the successful completion of our restructuring and refinancing plans. With our improved financial and operational stability, we are now in a position to grow our business and opportunistically leverage our stronger balance sheet to improve our competitive position in 2016 and beyond. Can you elaborate on the trends you’re seeing in Castle’s respective end markets? How will the reduced exposure to the Energy sector change the profile of A.M. Castle? With the sale of our Total Plastics subsidiary and the sale of the vast majority of our energy-related inventory in early 2016, A.M. Castle looks like a much different Company than it has historically. We will now focus almost entirely on the Aerospace and Industrial end markets. These are two markets that we know deeply and in which we enjoy a strong network of diverse customers and mill partners. This narrower focus will allow us to better refine our service and sales organization, react faster to our customers’ needs, and to provide a more comprehensive solution than we have in the past. With my extensive background in Aerospace, I feel very comfortable that we can be industry leaders in that market given the changes we’ve made internally to build out our team and become even closer to our customers through local market empowerment. Market data and channel checks all show encouraging signs in Aerospace, and I feel confident that we can continue the positive momentum we have built in an effort to capture market share and continue to grow in that end market. With regard to our Industrial end market, while the economic data remains less optimistic in the near-term, we now have the internal structure in place to react to our customers’ demands while maintaining appropriate inventory levels and lead times. We have rightsized our branch network to reflect the current market environment, and when we do experience a rebound in the Industrial economy, we believe we will be How do you feel about the Company’s performance? What expectations do you have for the year ahead? Can stockholders have confidence that AM Castle will find ways to create long-term stockholder value? Our original restructuring plan from April 2015 had two essential thrusts – (1) improve the value proposition we provide our customers by increasing customer intimacy, service, and support, and (2) improve the financial position of the Company through better balance sheet management and a reduced, more efficient cost structure. Regarding the first component, we have significantly improved our value proposition by driving more resources, capabilities, responsibility, and accountability down to our branches so they may be closer to our customers and more responsive to the customers’ evolving needs. We have also maintained the highest level of quality, service, and safety for which we are known. Regarding the second thrust, we have efficiently managed our inventory, sold some of our real estate and other non-core assets, and recently sold the assets of our Total Plastics, Inc. subsidiary and the vast majority of our remaining energy-related inventory, all with the ultimate goal of de-leveraging our balance sheet and driving to profitability. Our recent refinancing was crucial in improving our capital structure and throughout all of the restructuring initiatives, we’ve maintained our focus on We are pleased to invite you to join our Board of Directors and Items of Record Date: The Board of Directors How to Vote: Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Please review the instructions on each of your voting options described on the enclosed proxy card. Meeting Admission Requirements: If you plan to attend the meeting in person, refer to the question and answer section on page 63 for By Order of the Board of Directors, Marec E. Edgar Executive Vice President, General Counsel, Secretary & Oak Brook, IL The Proxy Statement and Annual Report are available atwww.proxyvote.com We are committed to good corporate governance, which promotes the long-term interests of · Independent, Non-Executive Board Chairman · Regular Executive Sessions of Independent Directors · Active Board Oversight of Risk Management · Annual Board and · Stock Ownership Guidelines for Officers and Non-Employee Directors · Cash and Equity Awards with Clawback Provisions · Anti-Hedging and Anti-Pledging Policies GOVERNANCE DOCUMENT DASHBOARD You can access the following key governance materials on the “Corporate Governance” section of Castle’s website at https://www.castlemetals.com/investors/corporate-governance. *The information on our website is not part of this proxy statement and is not deemed to be incorporated by reference herein. · Corporate Governance Guidelines & Board and Committee Charters · Code of Conduct for Directors · Code of Conduct for Officers · Audit, Human Resources, and Governance Committee Charters · Related Party Transactions & Insider Trading Policies Proposal 1 – Election of Class III Proposal Snapshot What am I voting on? Stockholders are being asked to elect three Director nominees for a three-year term. This section includes information about the Board of Directors Board Our Board is currently comprised of eight directors who are divided into three classes, each of If any of the director nominees unexpectedly 2015 Board Membership Changes On March 17, 2015, Mr. Terrence Keating and Mr. John McCartney resigned from their positions as Class I Directors and three new directors joined our Board: Mr. Steven Scheinkman, Mr. Kenneth Traub, and Mr. Allan Young. On April 16, 2015, Mr. Scott Dolan resigned as the Company’s President and Chief Executive Officer, and as a Class II Director. Mr. Steven Scheinkman was appointed as the Company’s President and Chief Executive Officer. On October 30, 2015, Mr. James Kelly resigned from his position as a Class I Director of our Board. Director Nominees Qualifications and Experience The following biographical information is given as of the date of this Proxy Statement for all directors. The biographies of Settlement Agreement with Raging Capital On May 27, 2016, the Company entered into a Settlement Agreement (the “2016 Settlement Agreement”) with Raging Capital Management, LLC and certain of its affiliates (the “Raging Capital Group”) and Mr. Kenneth H. Traub, Mr. Allan J. Young and Mr. Richard N. Burger. Pursuant to the terms of the 2016 Settlement Agreement, the Board of Directors of the Company agreed to nominate for election at the Annual For additional information regarding the 2016 Settlement Agreement, see “Related Parties—Related Party Transactions and Relationships” and the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2016. Class Richard Burger Age: 65 Background Richard Burger is the former Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Coleman Cable, Inc., which was a public company and leading provider of electrical wire and cable products in Gary A. Masse Age: 54 Director since: 2012 Chairman Independent Committees Audit Human Resources Background Chief Executive Officer of Coveris Holdings Corp., a global plastics packaging company, since April 2014. Mr. Masse previously served as Chief Executive Officer of Precision Holding, LLC. a leading global manufacturing and engineering services company, from 2010 to April 2014. Mr. Masse served as Group President - Cooper Tools & Hardware, a business unit of Cooper Industries Plc, a diversified manufacturer of electrical products, tools and hardware, from 2006 to 2010. Mr. Masse joined Cooper after nine years with Danaher Corporation, a global designer, manufacturer and marketer of a wide variety of industrial products, where he most recently served as Vice President and Group Executive of its Gilbarco/Veeder-Root business, a leading provider of equipment and integrated technology solutions to the retail petroleum and commercial fueling industry, from 2003 to 2005. Qualifications Mr. Masse’s service as Chief Executive Officer of Coveris Holdings Corp. and previously of Precision Holding, LLC and his other executive and management experience well qualifies him to serve on our Board. His expertise in leading complex global organizations, as well as strong background and experience in engineering, manufacturing (domestic and international), and business development contributes greatly to the Board’s composition. Michael Sheehan Age: 55 Background Michacl Sheehan is the current Chief Executive Officer of Boston Globe Media Partners. Prior to joining the Globe in January 2014, he spent 20 years at Hill Holliday, where he served as Chairman. Chief Executive Officer, President, and Chief Creative Officer. During his tenure as President and CEO, Hill Holiday grew 85%. He has also served as Executive Vice President and Executive Creative Director for DDB Chicago, another large advertising agency. Qualifications Mr. Sheehan has served on the Board of Directors of BJ’s Wholesale Club where he chaired the Compensation Committee and was a member of the Governance Committee. He has also served on the Board of the American Association of Advertising Agencies, and has chaired the Board of Trustees of his alma mater, Saint Anselm College. He currently serves on the Boards of ChoiccStream, a leading programmatic advertising firm as well as the American Repertory Theater and Catholic Charities of the Archdiocese of Boston. He attended the United States Naval Academy and graduated from Saint Anselm College in 1982 with a B.A. in English. Class II Directors – Terms Expire in 2018 Pamela Forbes Lieberman Age:62 Director since:2007 Independent Committees Audit (Chair) Governance Human Resources BackgroundInterim Chief Operating Officer of Entertainment Resource, Inc., a video distributor, from March 2006 to August 2006. Ms. Forbes Lieberman was Director, President, andChief Executive Officer of TruServ Corporation (now known as True Value Company), amember owned wholesaler of hardware and related merchandise, and provider ofmarketing, merchandising and other value added services, from 2001 to 2004. Ms.Forbes Lieberman is also a director of Standard Motor Products, Inc., a leading manufacturer, distributor, and marketer of replacement parts for motor vehicles, since2007, and VWR Corporation, a provider of laboratory products, services, and solutions,since 2009. She is also a member of the Board of Directors of the Company’s KreherSteel joint venture, and has served as Chairperson of the Company’s Audit Committeesince 2012. QualificationsMs. Forbes Lieberman’s service as Chief Executive Officer of True Value Company brings to the Board senior executive experience leading a public reporting wholesale/distribution business, with expertise in turnaround management, communications, culture change, and distribution and supply chain strategies. Ms. Forbes lieberman also possesses valuable financial expertise, including extensive experience as chief financial officer of various distribution and manufacturing businesses, both public reporting and private, where she was directly responsible for financial and accounting issues, acquisition and divestitures and information systems. She also possesses public accounting expertise as a former senior manager at PricewaterhouseCoopers LLP. Through her service on the boards described above, she has valuable experience in governance, executive compensation, and finance, including private equity, and audit issues. Kenneth H. Traub Age: 55 Director since: March 2015 Committees None BackgroundManaging partner at Ragin Capital Management, LLC, an investment management firm,since 2015. Mr. Traub previously served as the President and Chief Executive Officer ofEthos Management, LLC, an investment advisory company, since 2009, the GeneralPartner of Rosemark Capital, a private equity firm, since 2013, and the President andChief Executive Officer of American Bank Note Holographies, Inc., a global supplier ofoptical security devices, from 1999 until its acquisition by JDS Uniphase Corp. in 2008.Mr. Traub is currently a director of the following public companies: (i) MRVCommunications, Inc., a leading provider of optical communications network equipment and integration, since 2011, (ii) DSP Group, Inc., a leading global provider of wirelesschipset solutions for converged communications, since 2012, (iii) Athersys, Inc., abiotechnology company engaged in the discovery and development of therapeuticproduct candidates, since 2012, and (iv) Intermolecular. Inc (IMI), a supplier ofadvanced material technologies, since May 2016. Mr. Traub previously served as adirector of Vitesse Semiconductor Corporation, a leading supplier of integrated circuitsolutions for next-generation carrier and enterprise networks, since 2013. QualificationsMr. Traub’s service as Chief Executive Officer of Ethos Management, LLC and over 20 years of senior management, corporate governance, turnaround and transactional experience with various public and private companies well qualifies him to serve on our Board. His wealth of board experience will allow him to provide valuable advice and guidance to our Board. Allan J. YoungAge:60Director since:March 2015Committees Governance Background Managing Partner at Raging Capital Management, LLC, an investment management firm, since 2006. Mr. Young previously served as a Director of Research at RateFinancials. Inc., an independent securities research firm, from 2003 to 2006, and as a director of SMG Indium Resources Ltd., a company that stockpiles indium for consumer electronics manufacturing applications, from 2013 to January 2016.Qualifications Mr. Young’s extensive experience in financial analysis, accounting, public company reporting, and corporate governance well qualifies him to serve on our Board. His strong financial background and experience with investment analysis provides the Board with valuable financial expertise. Class I Directors Jonathan B. Mellin Age:52 Director since:2014 Independent Committees Governance Background President and Chief Executive Officer of Simpson Estates, Inc., a private asset management firm, since 2013. Mr. Mellin became President of Simpson Estates, Inc. in 2012. prior to being appointed as Chief Executive Officer. Prior to joining Simpson Estates, Inc., Mr. Mellin served as the Chief Financial Officer for the Connors Family group of companies, from 2005 to 2012.QualificationsMr. Mellin’s years of experience as the Chief Financial Officer of large private companies and subsidiaries of publicly-held companies provides valuable financial expertise to the Board, including extensive experience in annual business planning, forecasting, and expense reduction. His expertise in leading complex finance functions as well as strong background and experience with strategic acquisitions and major restructuring projects contributes greatly to the Board’s composition. Mr. Mellin is also a Certified Public Accountant. Steven W. Scheinkman Age: 62 Director since: March 2015 Committees None Background President and Chief Executive Officer The Board currently separates the roles of the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chairman of the Board, The The Chief Executive Officer, Steven While the Board believes The Board has three standing committees: the Audit Committee, the Governance Committee and the Human Resources Committee. Each committee has a written charter adopted by the Board, copies of which are posted under the“Corporate Governance” section of the Company’s website athttps://www.castlemetals.com/investors/corporate-governance. Each Committee reviews the appropriateness of its charter and performs a self-evaluation at least annually. The Board will review the composition of each committee in light of the expected changes to the Board’s composition as a result of the Annual Meeting. The following table summarizes the current membership and responsibilities of each of our three standing Board Committees: · Oversight of the quality and integrity of the Company’s financial statements and internal controls · Monitors the Company’s compliance with legal and regulatory requirements · Reviews the qualifications, performance, and independence of the Company’s independent auditors · Reviews the performance of the Company’s internal audit function · Oversight of annual risk management assessments · Monitors reports received on the Company’s incident reporting hotline · Oversight of compliance program, including an annual review of the Code of Conduct · Prepares the “Report of the Audit Committee” for our stockholders on page 52 Ms. Forbes Lieberman (Chair) Mr. Anderson Mr. Masse · Oversight of governance policies and practices · Reviews governance-related legal and regulatory matters that could impact the Company · Reviews and makes recommendations on the overall size and composition of the Board and its Committees · Oversight of Board recruitment, including identification of potential director candidates, evaluating candidates, and recommending nominees for membership to the full Board · Leads the annual self-evaluation of the Board and its Committees and reports the results Mr. Anderson (Chair) Ms. Forbes Lieberman Mr. Mellin Mr. Young · Determines the composition and value of non-CEO executive officer compensation and makes recommendations with respect to CEO compensation to the independent members of the Board who collectively have final approval authority · Reviews the compensation philosophy, selection of compensation elements to balance risk, reward, and retention objectives and the alignment of incentive compensation to the Company’s strategy · Oversight of compensation plans and policies · Retains authority to retain and terminate a compensation consultant · Reviews and recommends changes to the Board regarding Director compensation · Prepares the Human Resources Committee’s report to stockholders as provided below in the section entitled, “Report of the Human Resources Committee,” below Mr. Anderson (Interim Chair1) Ms. Forbes Lieberman Mr. Masse Current members of the Human Resources Committee are Brian Anderson (Interim Chairperson), Pamela Forbes Lieberman, and Gary Masse. All members of the Human Resources Committee are independent directors pursuant to NYSE standards, and no member is, or was during such member’s service on the Committee, an employee or former employee of the Company. During 2015, none of the Company’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Human Resources Committee. The Board 1As a result of the related party transactions in February 2016 with W.B. & Co. and FOM Corporation described below in the section entitled “Related Party Transactions and Relationships,” certain members of the Human Resources Committee were rendered no longer eligible to serve under our governance documents. To correct this, on March 9, 2016, the Board of Directors unanimously approved reconstitution of the Human Resources Committee to include the above-referenced Directors, for an interim period until such time as the Company’s director elections at its Annual Meeting for 2016 are completed and the then-current Board can re-assess its committee membership. During Directors who are not employees of the Company receive an annual $60,000 cash retainer, paid in quarterly installments. Additional annual retainers are paid to our Board Leadership, as shown below: In addition, our non-employee director compensation program includes the following components: The Company also maintains a Directors Deferred Compensation Plan (the “Directors Plan”), under which a director may elect to defer receipt of up to 100% of his or her board compensation for the following year. A director may elect to defer board compensation into either an interest or a stock equivalent investment option. Compensation held in the interest account is credited with interest at the rate of 6% per year compounded annually. Compensation deferred in the stock equivalent accounts are divided by the closing price of the Company’s common stock on Disbursement of the interest account and the stock equivalent unit account can be made only upon a director’s resignation, retirement or death as a lump sum or in installments on one or more distribution dates at the director’s election made at the time of the election to defer compensation. Director Compensation Table - Fiscal Year 2015 The following table summarizes the compensation paid to or earned by the non-employee directors for 2015. Employees of Fees Paid in ($) Stock ($)(1) Change in ($)(2) All Other Compensation ($) Total ($) Director Stock Ownership Guidelines Director stock ownership guidelines require each director to beneficially own Company common stock with a value equivalent to four times the annual cash retainer (not including any chairperson retainer(s)). Directors have five years from the date they are initially elected as a director in which to accumulate the required amount. The equity components that are used to meet the director stock ownership guidelines are as follows: Please see the “Stock Ownership” section below for additional detail on the stock holdings of our directors. The Board is actively involved in oversight of risks that could affect the Company. The full Board retains responsibility for general oversight of risks. The Board has adopted a Code of Every Any stockholder who wishes to recommend individuals for nomination to the Board may do so in accordance with The Governance Committee identifies nominees for directors from various sources, including suggestions from Board members and management and The current membership of the Board represents a diverse mix of directors in terms of While our Corporate Governance Guidelines do not prescribe specific diversity standards, they do provide that the Board will seek a diversified membership for the Board as a whole, in terms of both the personal characteristics of individuals involved, Under the Company’s Corporate Governance Guidelines, no director may be nominated for re-election following Our Related Party Transactions Policy governs the review, approval and ratification of transactions involving the Company and related persons where the amount involved exceeds $120,000. Related persons Potential related party transactions are reviewed by the The Governance Committee considers all of the relevant facts and circumstances available, including but not limited to: In the event that the Company becomes aware of a related-party transaction that has not been previously approved or ratified by the Governance Committee, a similar process will be undertaken by the Governance Committee in order to determine if the existing transaction should continue or be terminated. A copy of our Related Party Transactions Policy can be found on the Related Party Transactions and Relationships Raging Capital Management, LLC 2015 Settlement Agreement On March 17, 2015, the Company entered into a Settlement Agreement (the “2015 Settlement Agreement”) with the Raging Capital Group and Mr. Steven W. Scheinkman, Mr. Kenneth Traub and Mr. Allan Young. Pursuant to the terms of the 2015 Settlement Agreement, the size of the Board of Directors was expanded from 9 to 10 members, and the Company agreed to nominate three Raging Capital Group director nominees to our Board. The Board also formed a Finance Committee to review, evaluate and make recommendations to the Board regarding the Company’s capital structure, working capital management and other financial policies. If the members of Raging Capital Group cease collectively to beneficially own less than 1,762,835 shares of the Company’s common stock, then one Raging Capital Group nominee selected by the Raging Capital Group (initially, Mr. Young) will promptly tender his resignation from the Board and any committee of the Board on which he is a member; provided, that the Board may, but is not obligated, to accept any such resignation. Following Mr. Dolan’s resignation and the appointment of Mr. Scheinkman as President and Chief Executive Officer of the Company, the Company and the Raging Capital Group entered into a First Amendment to Settlement Agreement to allow the Company to reduce the size of its current Board to nine directors. A Second Amendment to the Settlement Agreement was entered into following Mr. Kelly’s resignation in October 2015 to allow the Company to further reduce the size of the Board to eight directors. All other terms of the Raging Capital 2015 Settlement Agreement remain unchanged. 2016 Settlement Agreement On May 27, 2016, the Company entered into the 2016 Settlement Agreement with the Raging Capital Group and Mr. Kenneth H. Traub, Mr. Allan J. Young and Mr. Richard N. Burger. Pursuant to the terms of the 2016 Settlement Agreement, the Board of Directors of the Company agreed to nominate for election at the Company’s 2016 annual meeting of stockholders (a) Richard N. Burger, (b) Michael Sheehan and (c) current director Gary A. Masse to serve as Class III directors (with a term expiring at the Company’s 2019 annual meeting of stockholders). In addition, the Board agreed to disband the Finance Committee it had previously formed in connection with the 2015 Settlement Agreement and to hold its 2016 Annual Meeting of stockholders no later than July 27, 2016. The members of the Raging Capital Group, Mr. Burger, Mr. Traub and Mr. Young also agreed to customary standstill restrictions during the standstill period beginning on the date of execution of the 2016 Settlement Agreement and ending on the date that is one day after the Company’s 2018 annual meeting of stockholders, including specified prohibitions against solicitation of proxies, submission of stockholder proposals, nomination of director candidates, formation of a group, calling a special meeting and engaging in extraordinary transactions with or involving the Company. The standstill also restricts the members of the Raging Capital Group from acquiring beneficial ownership of in excess of 22.5% of the Company’s total outstanding common stock or beneficial ownership of any of the Company’s 12.75% Senior Secured Notes due 2016 (the “Old Secured Notes”), 12.75% Senior Secured Notes due 2018 (the “New Secured Notes”), 7.0% Convertible Senior Notes due 2017 (the “Old Convertible Notes”), 5.25% Convertible Senior Secured Notes due 2019 (the “New Convertible Notes”) or any other interests in the Company’s indebtedness such that the aggregate principal amount of all such indebtedness exceeds $40,000,000. Raging Capital Group’s Ownership of Equity and Debt Securities Two of our directors, Messrs. Young and Traub, are Managing Partners of, and hold an economic interest in, Raging Capital Group. Raging Capital Group currently owns approximately 14.6% of the Company’s outstanding common stock (excluding shares underlying the Company’s New Convertible Notes held by Raging Capital), $27,500,000 principal amount of the Company’s New Secured Notes and $2,940,000 principal amount of the Company’s New Convertible Notes. In the first quarter of 2016, the Company entered into separate Transaction Support Agreements (the “Support Agreements”) with holders of the Company’s Old Secured Notes and Old Convertible Notes to refinance the Company’s public indebtedness. The Raging Capital Group is party to one of the Support Agreements. For additional information on the terms of the Support Agreements, as amended, see the Company’s Current Reports on Form 8-K filed with the SEC on March 22, 2016 and May 13, 2016. As a holder of the Company’s Old Secured Notes and Old Convertible Notes, which were exchanged through private exchanges (the “Note Exchanges”) in early 2016 for the Company’s New Secured Notes and New Convertible Notes, respectively, pursuant to the terms of the Support Agreements (as defined above). Raging Capital Group received interest payments in 2015 with respect to such notes, commensurate with other holders of the Old Secured Notes and Old Convertible Notes. In connection with the exchange of its Old Secured Notes, Raging Capital Group received a consent payment commensurate with similarly situated holders of the Old Secured Notes. Raging Capital Group will receive interest payments with respect to the New Secured Notes and New Convertible Notes in 2016, commensurate with other holders thereof. Simpson Estates, Inc. Two of our current directors, Mr. Mellin and Mr. Donnelley are general partners of, and hold an economic interest in, entities affiliated with Simpson Estates, Inc. (collectively, “Simpson”). Simpson currently owns approximately 21.1% of the Company’s outstanding common stock and $32,496,000 principal amount of the Company’s New Secured Notes. Simpson is also party to one of the Support Agreements described above. Simpson received interest payments in 2015 with respect to its Old Secured Notes, and in connection with the exchange of its Old Secured Notes, received a consent payment commensurate with similarly situated holders of the Old Secured Notes. Simpson will receive interest payments with respect to the New Secured Notes in 2016, commensurate with other holders thereof. The following table sets forth the number of shares and percentage of the Company’s common stock that was owned beneficially as of June 6, 2016, by each of the Company’s directors and director nominees, each current or former named executive officer (“Named Executive Officer”) set forth in the Summary Compensation Table, and by all directors, director nominees and executive officers as a group, with each person having sole voting and dispositive power except as indicated: Shares of 5,343,174 16.6% *Percentage of shares owned equals less than 1%. †Mr. Garrett separated from employment on March 15, 2016. The only persons who held of record or, to our knowledge (based on our review of Schedules 13D, 13F and 13G, and amendments thereto), owned beneficially more than 5% of the outstanding shares of our common stock as of March 1, 2016, are set forth below, with each person having sole voting and dispositive power except as indicated: Shares of Stock Beneficially Owned 4,000,000 6,101,741 Royce & Associates, LLC 2,719,632 Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors and beneficial owners of more than 10% of the Company’s common stock to file Based Proposal 2 – Advisory Vote to Approve Proposal Snapshot What am I voting on? Stockholders are being asked to approve, on an advisory basis, the We seek to closely align the interests of our Named Executive Officers with the interests of our stockholders. Pay for performance is an At our 2015 Annual Meeting of 2015 Compensation Improvements: This Proposal 2, commonly known as a “say-on-pay” proposal, is “RESOLVED, that the The Board of Directors recommends a voteFOR the Executive Compensation Overview üStringent stock ownership guidelines üAlign executive compensation with stockholder returns through long-term incentives üInclude “double-trigger” change in control provisions in equity awards üBalance of short- and long-term incentives üClawback provisions in all compensation programs üAnnual stockholder “say-on-pay” advisory vote ü Condition grants of long-term incentive awards on execution of appropriate restrictive covenants OLimited use of employment contracts ONo repricing underwater options ONo tax gross-ups ONo excessive perquisites ONo hedging of Company stock O No pledging of Company stock Elements of Compensation, Recent Enhancements and Link to Strategy We have three elements of total direct compensation: base salary, annual incentives, and long-term incentives, which are described in the following table. We also provide our Named Executive Officers with limited perquisites and standard retirement and benefit plans (see the sections below entitled “Retirement Benefits” and “Perquisites and Other Personal Benefits”). In the past year, we have made significant enhancements to our compensation program to further align leadership performance by focusing on future stock price appreciation to increase value to our stockholders. ·Fixed compensation recognizes individual performance, seniority, scope of responsibilities, leadership skills and experience. ·Reviewed annually. ·Competitive base salaries help attract and retain executive talent. ·Increases are not automatic or guaranteed. ·Variable compensation based on performance against annually established targets and individual performance. ·Designed to reward executives for annual performance on key operational and financial measures, as well as individual performance. ·Metrics and targets are evaluated each year for alignment with business strategy. ·Consistent with strategy to focus on ·Variable equity compensation; payable in the ·Designed to drive sustainable performance that delivers long-term value to stockholders and directly ties the interests of executive to those of stockholders. ·The Human Resources Committee reviews the equity metrics annually. ·For 2015, the mix of equity was changed to 2/3 stock options and 1/3 restricted stock units. ·Our long-term incentive program is designed to focus on ·Awards vest over multi-year periods to help encourage retention of talent. Executive Compensation Each year, the Human Resources Committee These programs are designed to provide a total compensation opportunity for the Benchmarking In order to establish the market median guideline, the Human Resources Committee reviews competitive market compensation data on a biennial basis, including the compensation practices of selected similar companies (the “Compensation Peer Group”), and broader industry compensation data provided by its executive compensation consultant. The Compensation Peer Group consists of Executive Compensation Process Oversight of the The Human Resources Committee Process for Executives other than the CEO We utilize a formal performance management process to establish goals for our executive officers, including the Named Executive Officers, and to evaluate management performance. The Human Resources Committee annually reviews the performance of the executive officers with the CEO and the The In addition to the reviews of individual executive performance, the Human Resources Committee takes into account the overall performance of the Company (as related to the short term and long term incentive plans), as well as the analysis and findings of its executive compensation consultant regarding market pay levels and practices. The Process for the CEO Early each year, the As with the process for the other The Board meets annually, without the CEO present, to consider the recommendations of the Human Resources Committee, determine any compensation adjustments applicable to the CEO, and finalize the Base Salary With the exception of the CEO, whose compensation was reviewed and recommended by the Human Resources Committee and approved by the independent members of the Board, the Human Resources Committee reviewed and approved the base salaries of the Annual Incentives Annual incentives are awarded under the Company’s Short-Term Incentive Program (“STIP”). Reduction of 2015 STIP Targets In The original and modified 2015 STIP award opportunities for the named executive officers July 2015 2015 STIP Payouts In February 2016, following the successful results of In order to illustrate the Company’s historical performance against STIP performance measures, the following is a summary of the actual overall corporate STIP payout percentages achieved for the Changes to the STIP for 2016 To align the efforts of the Named Executive Officers (other than Mr. Long-Term Incentives Overview We grant long-term incentive awards under our Long-Term Compensation Plan (“LTCP”) to our executive officers, including the Under the LTCP, 2015 Long-Term Incentive Award The LTCP was updated in 2015 to replace grants of The number of restricted stock units and stock options granted to our Named Executive Officers who were actively employed at the time of grant is provided below (Messrs. Dolan and Letnich did not receive 2015-2017 LTCP awards because their employment with the Company terminated before such awards were granted, and thus, they are not included in the summary below): Stock Option 2014 Long-Term Incentive Award The 2014-2016 LTCP remains outstanding and will vest on December 31, 2016. The 2014-2016 LTCP consists of two-thirds performance 2014 Performance Measures As previously disclosed, the performance measures under the 2014-2016 LTCP consist of 50% relative total The 2014 Outstanding Awards The outstanding awards under the 2013 Long-Term Incentive Award The 2013-2015 LTCP vested on December 31, 2015. The 2013-2015 LTCP consisted of two-thirds performance shares and 2013 As previously disclosed, the performance measures under the 2013-2015 LTCP consisted of 50% RTSR and The RTSR Peer Group 2013 Payout Upon vesting and The Company Garrett Retention On February 15, 2016, the Board entered into a retention agreement with Mr. Garrett to incentivize his assistance and ongoing performance in effectuating the sale of TPI. The retention agreement provided Mr. Garrett with the following benefits: New CEO Arrangements As previously disclosed, Mr. Dolan Resignation As previously disclosed, in connection with the resignation of Mr. Dolan, the Company entered into a Separation Agreement and Other Cash Awards In February 2015, Mr. Anderson received a $20,000 cash bonus in connection with his assumption of the Severance and Change in Control Benefits In order to attract and retain an appropriate caliber of talent, we provide our Retirement Benefits We currently We maintain the Salaried Employees Pension Plan (the “Salaried Pension Plan”), a qualified, noncontributory defined benefit pension plan covering eligible salaried employees We maintain the 401(k) Savings and Retirement Plan (the “401(k) Plan”), a qualified defined contribution plan, for our employees in the United We maintain an unfunded, nonqualified, deferred compensation Perquisites and Other Personal Benefits We provide the following limited perquisites to our executive The amount of perquisites and Stock Ownership Guidelines Similar to the stock ownership guidelines for directors, the Company maintains an executive stock ownership guideline for ownership of the The table below describes the ownership guidelines for each Compensation Recovery Policy The Company has adopted a compensation recovery (or “clawback”) policy that requires paid incentive compensation The Anti-Hedging and Under our Insider Trading Policy, Tax and Accounting Implications of Executive Compensation Code 162(m) of the All of the Compensation Consultant The Human Resources Committee engaged Pearl Meyer & Partners as the Company’s compensation consultant for the first three quarters of 2015. In September 2015, the Company transitioned to a new compensation consultant, Lockton Companies. Prior to the retention of any compensation consultant, the Human Resources Committee reviews relevant NYSE independence factors and any potential conflicts of interest. The Human Resources Committee conducted this review regarding its engagement of Lockton and concluded that Lockton is independent. The Company’s compensation consultant provides advice to the Human Resources Committee as follows: At the direction of the Human Resources Committee, management, in coordination with its advisors, annually conducts a comprehensive risk assessment of the Company’s compensation policies and practices, which included the following actions: Management conducted this assessment of all compensation policies and practices for all employees, including the Named Executive Officers, and determined that the compensation programs are not reasonably likely to have a material adverse effect on the Company. This process included a review of the Company’s executive and non-executive incentive compensation programs. Management reviewed the results of this risk assessment with the Human Resources Committee. During the review, several risk mitigating factors inherent in the Company’s compensation practices were noted, including: (i) the Human Resources Committee’s discretion in approving executive compensation and establishing performance goals for short-term and long-term compensation plans; (ii) the Company’s use of a balanced array of performance measures in its short-term incentive plan; (iii) stock ownership guidelines for executive officers; and (iv) the Company’s compensation recovery policy. Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate future filings, in whole or in part, the Report of the Human Resources Committee shall not be deemed to be “Soliciting Material,” are not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The Human Resources Committee of the The Mr. Scott Name and Principal Position Salary Bonus Stock Option Non-Equity Change in All Other Total ($) Scott Dolan, Former President and Chief Executive Officer(8) Patrick Anderson, EVP, Chief Financial Officer & Treasurer Marec Edgar, EVP, General Counsel, Secretary & CAO Stephen Letnich, Former Chief Commercial Officer(10) All Other Compensation Table The table below provides additional information about the amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above: Deferred Plan Relocation ($) Grants of Plan-Based Awards The following table sets forth plan-based awards granted to Estimated Possible Payouts Under All Other Grant Date Fair Name Threshold ($) Target ($) Maximum ($) Outstanding Equity Awards at The following table sets forth information on the holdings of stock options and stock awards by our Number of Option Option Exercises and Stock Vested The table below describes for each No performance shares were earned The market price of our common stock was $1.59 on December 31, Pension Benefits The table below describes for each Only Messrs. Anderson, Garrett, and Under the Number of Present Value of Accumulated Benefit Nonqualified Deferred Compensation - Fiscal Year The table below provides information on the Executive Company Aggregate Aggregate Aggregate To assure stability and continuity of management, we entered into severance and change in control agreements Voluntary/Involuntary For Cause Termination An executive officer may terminate their employment at any time and we may terminate an executive officer’s employment at any time pursuant to our “at will” employment arrangements. We are not obligated to provide any special benefits or compensation upon a voluntary termination by the Short-Term Incentive Plan: Stock Options Short-Term Incentive Plan: Cash Bonus Long-Term Incentive Plan: Stock Options Long-Term Incentive Plan: Restricted Stock/Stock Units As defined in the Involuntary Not for Cause or for Good Reason If the employment of an executive officer is terminated due to either an involuntary termination by the Company without Cause or by the executive for “Good Reason,” then the executive would generally be eligible to receive the following: Short-Term Incentive Plan: Stock Options Short-Term Incentive Plan: Cash Bonus Long-Term Incentive Plan: Stock Options Long-Term Incentive Plan: Restricted Stock/Stock Units As defined in the Change in Control Termination If the employment of an executive officer is involuntarily terminated for any reason other than for Cause or if a Good Reason termination occurs after a change in control, the executive officer would generally be eligible to receive the following: Short-Term Incentive Plan: Stock Options Short-Term Incentive Plan: Cash Bonus Long-Term Incentive Plan: Stock Options Long-Term Incentive Plan: Restricted Stock/Stock Units As defined in the Change in Control Without Termination Upon a change in control without termination of employment an executive officer would generally be eligible to receive the following: Death, Disability and Retirement If an executive officer terminates employment due to retirement, death, or disability, then the officer would generally be entitled to the following benefits. Former CEO Departure In connection with the resignation of Mr. Dolan, the Company entered into a Separation Agreement and General Release with Mr. Dolan dated April 16, Former Chief Commercial Officer Departure Mr. Letnich separated from employment with the Company on June 24, 2015. In connection with his separation of employment, and pursuant to an existing severance agreement, Mr. Letnich received a severance payment of $325,024. Payments Upon Termination or Change in Control Tables The tables below show the estimated payments that our current Named Executive Officers would receive if their employment were terminated under various circumstances, based on the terms of the For Voluntary For Voluntary For Voluntary For Voluntary For Voluntary This table provides information regarding the equity authorized for issuance under our equity compensation plans as of December 31, Plan Category (a) Number of (b) Weighted-average (c) Number of available for future issuances plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders(3) The number of equity performance shares outstanding represents the maximum number of shares to be awarded under the Company’s Long-Term Compensation Plans for the 2013-2015 and 2014-2016 performance periods. (2) Equity performance (3) The 
A. M. CASTLE & CO.Notice of Annual Meeting ofStockholders and2015 Proxy Statement
Your vote is importantPlease vote by using the Internet, the telephone,or by signing, dating and returning the enclosed proxy card.A. M. CASTLE & CO.Brian P. AndersonChairman of the BoardApril 29, 2015
StockholderFellow Stockholder:& Co.:we would like to thank you for your trust and continued support over the past year. While 2015 proved to be a very challenging year across the commodities and metals space, our management team and Board came together to effect meaningful and long-term positive change for the Company. As a result of the strategic actions taken in 2015, we have improved the financial and competitive position of the Company, while also reducing risk and enhancing the capital efficiency of our business.Sincerely, 
2016 Proxy Statement You are cordially invited to attend2015 Annual MeetingPresident and
Chief Executive Officer StockholdersA.M. Castle in April 2015. Steve joined with extensive background in the metals service industry and had prior leadership history with A.M. Castle as he was the former President and Chief Executive Officer of Transtar Metals Corporation, which A. M. Castle & Co. (“Castle”),acquired in late 2006. Steve’s long history in the industry and knowledge of A.M. Castle made him the ideal candidate to return the Company to long-term prosperity. Steve accepted this role with the intention of recapturing A.M. Castle’s niche leadership position in the industry. He led the Company through a substantial restructuring initiative in 2015, as well as a recent, successful refinancing of its public debt.heldin a strong position to capture new business and grow our market share. 2016 Proxy Statement Thursday, May 28, 2015, at 10:00 a.m., Central Daylight Time, atcustomer satisfaction and quality. So with regard to everything in our offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523.control, we have delivered, in my opinion. However, as with any Company, our goal is to constantly improve stockholder value. To do that, number one priority is to become EBITDA positive as quickly as possible. All of the initiatives we’ve undertaken have created the platform to become a profitable Company, as we continue our recovery.
The business to be conducted at the annual meeting is outlined in the enclosed
Notice of Annual Meeting of StockholdersWHEN: WHERE: Wednesday, July 27, 2016 1420 Kensington Road, Suite 220 10:00 a.m., Central Time Oak Brook, Illinois 60523 Proxy Statement. The annual report for the year ended December 31, 2014, is also enclosed. Our senior executives and Board members will be presentmanagement at the annual meeting to answer your questions concerning Castle.Your vote is important. Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone, or by mailing the completed proxy card. Voting by anyCastle’s 2016 Annual Meeting of these methods will ensure your shares are represented at the annual meeting.Thank you for your continued interest in Castle.Sincerely,
Brian P. AndersonChairmanStockholders.the BoardA. M. CASTLE & CO.1420 Kensington Road, Suite 220Oak Brook, IL 60523A. M. CASTLE & CO.NOTICE OF ANNUAL MEETINGOF STOCKHOLDERSTHURSDAY, MAY 28, 2015A.M. Castle & Co. Corporate Headquarters1420 Kensington Road, Suite 220Oak Brook, Illinois 60523NOTICE IS HEREBY GIVEN that the 2015 annual meeting of stockholders (the “Annual Meeting”) of A. M. Castle & Co., a Maryland corporation (“Castle” or the “Company”), will be held at the Company’s offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523 on Thursday, May 28, 2015, at 10:00 a.m., Central Daylight Time, for the purposes of considering and voting upon the following:1. Election of Class II directors and newly-appointed Class IIII directors;2. To approve the Company’s executive compensation on an advisory (non-binding) basis; 3. To ratify the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2015;2016;4. To approve an amendment to the 2008 A.M. Castle & Co. Omnibus Incentive Plan (the “Plan”) to increase the share reserve by two million shares, and to effect certain other changes as described herein; and 4.5.To conduct any other business that may properly come before the Annual Meeting. (the “Board”) of the Company has fixed the close of business on April 1, 2015,June 6, 2016, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. On or about April 29, 2015,June 17, 2016, a full set of proxy materials, including a copy of the Proxy Statement, the annual report and a proxy card, was first sent or made available to our stockholders of record.any reason you should decide to revoke your proxy, you may do so at any time prior to its exercise at the Annual Meeting.
SecretaryApril 29, 2015Important Notice Regarding the Availability of Proxy Materialsfor the Stockholders Meeting to Be Held on May 28, 2015: TABLE OF CONTENTS2016 Proxy Statement PROPOSAL 1: ElectionGOVERNANCE HIGHLIGHTSClass IIour stockholders, strengthens our Board and Management accountability and builds trust in Castle. The Governance section of our proxy follows, which includes the below highlights:newly-appointed Class ICommittee Self-Evaluations 1 2016 Proxy Statement FREQUENTLY ASKED QUESTIONS ABOUT VOTINGQ: Who can vote at the Annual Meeting? Q: What is the quorum for the meeting?A:You are entitled to vote at the Annual Meeting if you owned shares of A. M. Castle & Co. common stock at the close of business on April 1, 2015, which is referred to as the “record date”. A list of registered stockholders entitled to vote at the meeting will be available at A. M. Castle’s offices, 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523, during the 10 days prior to the meeting and also at the meeting.A:We can conduct business at the Annual Meeting if the holders of a majority of the outstanding shares held on the record date are present either in person or by proxy. As of the record date, 23,571,356 shares of A.M. Castle & Co. common stock were issued and outstanding.Q: If I hold shares in street name, does my broker need instruction in order to vote my shares?Q: How does the Board recommend that I vote?A: Under the rules of the New York Stock Exchange (“NYSE”), if you hold shares of common stock in street name and do not submit specific voting instructions to your brokers, banks, or other nominees, they generally will have discretion to vote your shares on routine matters, such as Proposal 3, but will not have discretion to vote your shares on non-routine matters, such as Proposals 1 and 2. When the broker, bank, or other nominee is unable to vote on a proposal because the proposal is not routine and you do not provide any voting instructions, a broker non-vote occurs and, as a result, your shares will not be voted on these proposals.A:Our Board recommends that you vote your shares as follows:•“FOR” the election of each of the Class II Directors named in this Proxy Statement to hold office until the 2018 Annual Meeting of Stockholders and the newly-appointed Class I Directors named in this Proxy Statement to hold office until the 2017 Annual Meeting;•“FOR” a proposal to approve, on an advisory (non-binding) basis, the 2014 compensation of our named executive officers as disclosed in this Proxy Statement; and•“FOR” the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accountants for the fiscal year ending December 31, 2015.Q: What can I do if I change my mind after I vote my shares?Q: Who counts the votes and how do I find out the voting results?A: Any stockholder who authorizes their vote by telephone or by Internet or executes and returns a proxy card or voting form may revoke the proxy prior to the Annual Meeting by:Notifying in writing the Corporate Secretary of A.M. Castle & Co., at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523, Attention: Corporate Secretary;Executing and returning a subsequent proxy;Subsequently authorizing the individuals designated by the Company to vote its interests by calling the toll-free telephone number or by using the Internet as described in the instructions included on the proxy card; or appearing in person or by representative with a signed proxy and voting at the Annual Meeting.A:American Stock Transfer & Trust Company, LLC will act as inspector of elections and certify the voting results.We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC on or before June 3, 2015. The Form 8-K will be available at:http://www.amcastle.com/investors/corporate-sec-filings/corporate-sec-filings-current.aspxand on the SEC’s website at: http://www.sec.gov.1GENERAL INFORMATIONThe
Director Nominees
(“Board”) of A. M. Castle & Co. (“Castle” or the “Company”) is soliciting the enclosed proxy for use at our 2015 Annual Meeting of stockholders and any adjournments or postponements thereof (the “Annual Meeting”). As of the close of business on April 1, 2015, the record date established for determining the stockholders entitled to notice of and to vote at the Annual Meeting, there were 23,571,356 outstanding shares of the Company’s common stock. Each share of common stock outstanding on the record date is entitled to one vote on all matters submitted at the Annual Meeting. If you are a participant in any of the Company’s 401(k) or employee benefit plans, your proxy card will represent the number of shares allocated to your account under the plans and will serve as a direction to the plan’s trustee as to how the shares in your account are to be voted.Solicitation CostsAll of the expenses involved in preparing, assembling, and mailing this Proxy Statement and the material enclosed herewith will be paid by the Company, including, upon request, expenses incurred in forwarding proxies and proxy statements to beneficial owners of stock held in the name of another. The Company has retained Innisfree M&A Incorporated to assist in the solicitation of proxies. Innisfree’s fees are estimated to be $25,000, plus out-of-pocket expenses, to assist with the solicitation. Officers, directors, and employees of the Company may also solicit proxies from certain stockholders; however, no additional compensation will be paid to those individuals for these activities.SecuritiesThe presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Shares that are present and entitled to vote on any of the proposals to be considered at the Annual Meeting will be considered to be present at the Annual Meeting for purposes of establishing the presence or absence of a quorum for the transaction of business. Abstentions and broker non-votes will also be considered as present for purposes of determining the presence or absence of a quorum at the Annual Meeting.If your shares are held in street name, your shares may be voted in certain instances even if you do not provide the brokerage firm with voting instructions. Under New York Stock Exchange (“NYSE”) rules, your broker may vote shares held in street name on certain “routine” matters. We believe that only Proposal 3 (ratification of appointment of independent auditors) will be considered a routine matter for this meeting. As a result, your broker is permitted to vote your shares on that proposal at its discretion if it does not receive instruction from you. All proposals that stockholders will consider at the Annual Meeting, other than Proposal 3, are non-routine matters and if a beneficial owner of the shares has not provided voting instructions to the brokerage firm with respect to these proposals, the brokerage firm cannot vote the shares. This is called a broker non-vote.With respect to Proposal 1, Directors are elected by a plurality of the votes cast, meaning that the director nominees with the most affirmative votes are elected to fill the available seats. You may vote “FOR” all nominees, “WITHHOLD” your vote as to all nominees, or “FOR” all nominees except those specific nominees from whom you “WITHHOLD” your vote. A properly executed proxy marked “WITHHOLD” with respect torecommendation: FOR the election of one or more directors will not be voted with respecteach of the Class III Director nominees. The combination of the various qualifications, skills, and experiences of the Class III Director nominees would contribute to an effective and well-functioning Board. The Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the director or directors indicated. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the results of the vote. Any Class I director chosen in this manner will hold office for a term expiring at the 2017 annual meeting of stockholders and until his or her successor is duly elected and qualified, and any Class II director chosen in this manner will hold office for a term expiring at the 2018 annual meeting of stockholders and until his or her successor is duly elected and qualified.Under the Company’s Corporate Governance Guidelines, in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected), any nominee for director who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election shall promptly tender his or her resignation following certification of the stockholder vote. The Governance Committee shall promptly consider the resignation offer and make a recommendation to the Board. The management.will act on the Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Thereafter, the Board will promptly publicly disclose its decision regarding whether to accept the director’s resignation offer. For purposes of this provision of the Company’s Corporate Governance Guidelines, only votes “FOR” or “WITHHELD” from a given candidate will be counted. Abstentions and broker non-votes will not be counted.2The proposal to approve our executive compensation (Proposal 2) represents an advisory vote and the results will not be binding on the Board or the Company. The affirmative vote of a majority of all of the shares cast at the Annual Meeting will constitute the stockholders’ non-binding approval with respect to our executive compensation programs. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. For purposes of this advisory vote (sometimes referred to as a “say-on-pay” proposal), abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the vote.The affirmative vote of the majority of all of the votes cast at the Annual Meeting is required for the adoption of the proposal to ratify the appointment of independent auditor (Proposal 3). Abstentions will not be counted as votes cast and will have no effect on the results of the vote.All shares entitled to vote and represented by properly executed and unrevoked proxies will be voted at the Annual Meeting in accordance with the instructions given therein. If no instructions are indicated on a properly executed proxy (other than broker non-votes), the shares represented by that proxy will be voted as recommended by the Board.If any other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the persons named in the enclosed form of proxy will have discretion to vote on those matters to the same extent as the person signing the proxy would be entitled to vote. It is not currently anticipated that any other matters will be raised at the Annual Meeting.Revocability of ProxyAny proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by filing with the Company’s Corporate Secretary, at or before taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy, in either case later dated than the prior proxy relating to the same shares. A proxy may also be revoked by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not itself revoke a proxy. Any written notice of revocation or subsequent proxy should be sent so as to be delivered to A. M. Castle & Co., 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary, at or before the taking of the vote at the Annual Meeting.Householding of Proxy MaterialsThe U.S. Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.A number of brokers with account holders who are our stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker directly or direct your written request to: Corporate Secretary, A. M. Castle & Co., 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523, or by phone at (847) 455-7111. Stockholders who currently receive multiple copies of their proxy statement at their address and would like to request “householding” of their communications should contact their broker.3PROPOSAL 1: ELECTION OF CLASS II DIRECTORS ANDNEWLY-APPOINTED CLASS I DIRECTORSwhichwhom is elected for a three-year term, with theterm. The term of Class II Directors expiring at this year’s Annual Meeting of Stockholders, the term of Class III Directors expiring at the Annual Meeting of Stockholders to be held in 2016 and the term of Class I Directors expiring at the Annual Meeting of Stockholders to be held in 2017. On March 17, 2015, upon resignation of Mr. Terrence J. Keating and Mr. John McCartney, the Board appointed Mr. Jonathan B. Mellin and Ms. Pamela Forbes Lieberman to fill the Class I Director vacancies created by the resignations of Mr. Keating and Mr. McCartney. The Board also expanded from nine to ten directors and appointed Mr. Steven W. Scheinkman to fill the newly-created Class I Director position. The Board then appointed Mr. Kenneth H. Traub and Mr. Allan J. Young to fill the Class II Director positions vacated by Mr. Mellin and Ms. Forbes Lieberman.On April 16, 2015, upon resignation of Mr. Scott J. Dolan as the Company’s President and Chief Executive Officer, and Class II Director, the Board appointed Mr. Steven W. Scheinkman to serve as the Company’s President and Chief Executive Officer. The Board then re-appointed Ms. Forbes Lieberman as a Class II Director.After the above-mentioned changes, the Board is currently comprised of nine directors. Ms. Forbes Lieberman, Mr. Traub, and Mr. Young have been nominated to serve as Class II Directors. If elected at the Annual Meeting, each of the three nominees would serve until the 2018 Annual Meeting and until his or her successor is duly elected and qualified. Mr. Mellin and Mr. Scheinkman have been nominated to serve as Class I Directors, and pursuant to Article III, Section 2 of the Amended and Restated Bylaws of the Company, Mr. Mellin and Mr. Scheinkman may only hold office until the next annual meeting of stockholders. As such, Class I Directors Mr. Mellin and Mr. Scheinkman are standing for electionexpires at this year’s Annual Meeting of Stockholders. If elected at the Annual Meeting, each of the newly-appointedour Class I nominees wouldIII Directors will serve until the 20172019 Annual MeetingMeeting. In connection with the 2016 Settlement Agreement with Raging Capital Group, as described below, the nominees for Class III Directors are Mr. Gary Masse, Mr. Richard N. Burger and until his or her successor is duly electedMr. Michael Sheehan. Prior to the settlement with Raging Capital, current Class III directors Mr. Brian Anderson and qualified. All nominees are currently members of our Board.becomesbecome unavailable for election, proxy holders may vote for a substitute nominee designated by the Board or, as an alternative, the Board may reduce the number of directors to be elected at the meeting. 2 2016 Proxy Statement EachOur directors have a variety of qualifications, skills and experience that contribute to an effective and well-functioning Board. All of our director nominees brings a wealth of leadership experience, have demonstrated business acumen, and an ability to exercise sound business judgment. They alsodirectors possess extensive board and/or financial experience. In addition, we believe all of our director nominees have a reputation for integrity, honesty, and adherence to the highest ethical standards. following key characteristics:· Wealth of leadership experience; · Demonstrate business acumen and an ability to exercise sound business judgment; · Extensive board and/or financial experience; and · Reputation for integrity, honesty and adherence to the highest ethical standards. each of the director nominees is set forth below and includes the name of each nominee,our directors include the year in which each nomineeindividual first became a director of the Company, the committee(s)Committee(s) of the Board on which the nomineedirector currently serves, the nominee’sdirector’s age, business experience for the past five years, the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and individual experiences, qualifications, attributes or skills that caused the Governance Committee and the Board to determine that the person should serve as a director for the Company. We have also included similar information for each director not standingMeeting.recommends a vote “FOR” each ofalso agreed to appoint Mr. Masse as Chairman, effective immediately, and to disband the nominees for Finance Committee it had previously formed in connection with its prior settlement with Raging Capital in March 2015.IIIII Directors and newly-appointed Class I Directors presentedDirector Nominees
Proposal 1.4Class II Directors - Terms Expirethe United States and Canada. Mr. Burger spent 17 years at Coleman Cable, 13 of which were in 2015 3 2016 Proxy Statement Pamela Forbes LiebermanDirector since 2007Age 61 Committees:Audit ChairpersonGovernanceMemberInterim Chief Operating Officer of Entertainment Resource, Inc., a video distributor, from March 2006 to August 2006. Ms. Forbes Lieberman was Director, President, and Chief Executive Officer of TruServ Corporation (now known as True Value Company), a member owned wholesaler of hardware and related merchandise, and provider of marketing, merchandising and other value added services, from 2001 to 2004. Ms. Forbes Lieberman is also a director of Standard Motor Products, Inc., a leading manufacturer, distributor, and marketer of replacement parts for motor vehicles, since 2007, and VWR Corporation, a provider of laboratory products, services, and solutions, since 2009. She is also a member of the Board of Directors of the Company’s Kreher Steel joint venture, and has served as Chairperson of the Company’s Audit Committee since 2012.Ms. Forbes Lieberman’s service as Chief Executive Officer of True Value Company brings to the Board senior executive experience leading a public reporting wholesale/distribution business, with expertise in turnaround management, communications, culture change, and distribution and supply chain strategies. Ms. Forbes Lieberman also possesses valuable financial expertise, including extensive experience as chief financial officer of various distribution and manufacturing businesses, both public reporting and private, where she was directly responsible for financial and accounting issues, acquisition and divestitures and information systems. She also possesses public accounting expertise as a former senior manager at PricewaterhouseCoopers LLP. Through her service on the boards described above, she has valuable experience in governance, executive compensation, and finance, including private equity, and audit issues.
Kenneth H. TraubNewly-Elected Director since March 2015Age 53 Committees:Human Resources ChairpersonFinance MemberPresident and Chief Executive Officer of Ethos Management, LLC, an investment advisory company, since 2009. Mr. Traub is also the General Partner of Rosemark Capital, a private equity firm, since 2013. Previously, he served as President and Chief Executive Officer of American Bank Note Holographics, Inc., a global supplier of optical security devices, from 1999 until its acquisition by JDS Uniphase Corp. in 2008. Mr. Traub is currently a director of the following public companies: (i) Vitesse Semiconductor Corporation, a leading supplier of integrated circuit solutions for next-generation carrier and enterprise networks, since 2013, (ii) MRV Communications, Inc., a leading provider of optical communications network equipment and integration, since 2011, (iii) DSP Group, Inc., a leading global provider of wireless chipset solutions for converged communications, since 2012, and (iv) Athersys, Inc., a biotechnology company engaged in the discovery and development of therapeutic product candidates, since 2012. He previously has served as a director for the following companies: (i) Phoenix Technologies, Inc., a supplier of the basic input output system for the personal computer industry, from 2009 to 2010, (ii) iPass, Inc., a global provider of mobility services for enterprises and carriers, from 2009 to 2013, (iii) MIPS Technologies, Inc., a provider of industry standard processor architectures and cores, from 2011 to 2013, (iv) Xyratex Limited, a supplier of data storage technologies, from 2013 to 2014, and (v) Tix Corporation, a provider of ticketing services, from 2011 to 2014.Mr. Traub’s service as Chief Executive Officer of Ethos Management, LLC and over 20 years of senior management, corporate governance, turnaround and transactional experience with various public and private companies well qualifies him to serve on our Board. His wealth of board experience will allow him to provide valuable advice and guidance to our Board.52016 Proxy Statement Allan J. YoungNewly-Elected Director since March 2015Age 58 Committees:FinanceMemberGovernanceMember
Managing Partner at Raging Capital Management, LLC, an investment management firm, since 2006. Mr. Young previously served as a Director of Research at RateFinancials, Inc., an independent securities research firm, from 2003 to 2006. He also serves as a director of SMG Indium Resources Ltd., a company that stockpiles indium for consumer electronics manufacturing applications, since 2013.Mr. Young’s extensive experience in financial analysis, accounting, public company reporting, and corporate governance well qualifies him to serve on our Board. His strong financial background and experience with investment analysis provides the Board with valuable financial expertise. 5 2016 Proxy Statement 
-– Terms Expire in 2015
6 2016 Proxy Statement Jonathan B. MellinDirector since October 2014Age 51 Committees:FinanceChairpersonGovernanceMemberHuman Resources Member
of Simpson Estates, Inc., a private asset management firm, since 2013. Mr. Mellin became President of Simpson Estates, Inc. in 2012, prior to being appointed as Chief Executive Officer. Prior to joining Simpson Estates, Inc., Mr. Mellin served as the Chief Financial Officer for the Connors Family group of companies, from 2005 to 2012.Mr. Mellin’s years of experience as the Chief Financial Officer of large private companies and subsidiaries of publicly-held companies provides valuable financial expertise to the Board, including extensive experience in annual business planning, forecasting, and expense reduction. His expertise in leading complex finance functions as well as strong background and experience with strategic acquisitions and major restructuring projects contributes greatly to the Board’s composition. Mr. Mellin is also a Certified Public Accountant.Steven W. ScheinkmanNewly-elected Director since March 2015Age 61President and Chief Executive OfficerPresident and Chief Executive Officer of the Company since April 2015. Prior to joining the Company, Mr. Scheinkman served as President and Chief Executive Officer and a director of Innovative Building Systems LLC, and certain of its affiliates and predecessor entities, a leading customer modular home producer, since 2010. He served as a director of Claymont Steel Holdings, Inc., a manufacturer of custom discrete steel plate, from 2006 to 2008. He served as the President and Chief Executive Officer and a director of Transtar Metals Corp. (“Transtar”), a supply chain manager/distributor of high alloy metal products for the transportation, aerospace and defense industries, from 1999 to 2006. Following Transtar’s acquisition by the Company in September 2006, he served as President of Transtar Metals Holdings Inc. until September 2007 and thereafter served as its advisor until December 2007. He served in various capacities as an executive officer of Macsteel Service Centers USA, a distributor and processor of steel products, including President, Chief Operating Officer and Chief Financial Officer, from 1986 to 1999.Mr. Scheinkman’s extensive experience serving as an executive of various metal products companies coupled with his significant financial expertise makes him a valuable addition to the Board.6Directors Not Standing For Election:Class I Director - Term Expires in 2017James D. KellyDirector since 2010Age 62Committees:Human Resources MemberRetired Vice President - Enterprise Initiatives for Cummins Inc., a global manufacturer and distributor of engines and related technologies, a position he held from March 2010 to September 2010. Previously, Mr. Kelly served as the President, Engine Business and as a Vice President for Cummins Inc. from 2005 to 2010. Mr. Kelly was employed by Cummins in a variety of positions of increasing responsibility, including, most recently, the Vice President and General Manager - Mid Range Engine Business between 2001 and 2004, and the Vice President and General Manager - Mid Range and Heavy Duty Engine Business from 2004 through 2005. Mr. Kelly served as a director of Cummins India Limited from 2009 to 2013. Mr. Kelly served as an advisory board member of MAG US Holdings, LLC, a manufacturer of tire and wheel assemblies, from 2014 to February 2015. He is also a director of Wabash National Corporation, a publicly-traded, diversified industrial manufacturer, since 2006.Mr. Kelly’s service as President, Engine Business and Vice President, Cummins, Inc. brings to the Board senior executive experience leading a worldwide business, including sales and operational expertise. Through his service on the board of Wabash National Corporation, he also has valuable experience in governance and executive compensation matters.Class III Directors - Terms Expire in 2016Brian P. AndersonDirector since 2005Age 64Board ChairmanCommittees:GovernanceChairpersonAuditMemberNon-executive Chairman of the Board of the Company since 2010. Former Executive Vice President/CFO of OfficeMax, Incorporated, a distributor of business to business and retail office products, from 2004 to 2005. Mr. Anderson was also Senior Vice President and Chief Financial Officer of Baxter International, Inc., a medical products and services company, from 1998 to 2004. Mr. Anderson is also a director of W.W. Grainger, Inc., a global broad line supplier of maintenance, repair, and operating products, since 1999, PulteGroup, Inc., a homebuilding company, since 2005, and James Hardie Industries, Plc, a global manufacturer of fiber cement siding and backerboard, since 2006.Mr. Anderson served as the chief financial officer of two publicly-traded companies, held finance positions including corporate controller and vice president of audit, and was an audit partner at an international public accounting firm. As a result, he has in-depth knowledge of accounting and finance as well as familiarity in risk management and risk assessment and the application of the Committee of Sponsoring Organizations of the Treadway Commission internal controls framework. In addition, while serving as a chief financial officer of one of the two publicly-traded companies, Mr. Anderson had primary responsibility for the supply chain and logistics of that company. Mr. Anderson presently serves on the compensation committee of one public company, the governance committee of three, and the audit committee of four, including Castle.7Reuben S. DonnelleyDirector since 2011Age 56Committees:Human Resources MemberGeneral Partner at W.B. & Co., a nominee partnership, since 2013. Mr. Donnelley served as a broker at Cassandra Trading Group, L.L.C., a registered broker-dealer and market maker, from 2005 to 2013. He is also a director of Simpson Estates, Inc., a private asset management firm, since 1996.Mr. Donnelley’s years of experience with capital market transactions and private equity investments provides valuable financial expertise to the Board, including extensive experience with investments in both public and private companies.Gary A. MasseDirector since 2012Age 53Committees:AuditMemberFinanceMemberChief Executive Officer of Coveris Holdings Corp., a global plastics packaging company, since April 2014. Mr. Masse previously served as Chief Executive Officer of Precision Holding, LLC, a leading global manufacturing and engineering services company, from 2010 to April 2014. Mr. Masse served as Group President - Cooper Tools & Hardware, a business unit of Cooper Industries Plc, a diversified manufacturer of electrical products, tools and hardware, from 2006 to 2010. Mr. Masse joined Cooper after nine years with Danaher Corporation, a global designer, manufacturer and marketer of a wide variety of industrial products, where he most recently served as Vice President and Group Executive of its Gilbarco/Veeder-Root business, a leading provider of equipment and integrated technology solutions to the retail petroleum and commercial fueling industry, from 2003 to 2005.Mr. Masse’s service as Chief Executive Officer of Coveris Holdings Corp. and previously of Precision Holding, LLC and his other executive and management experience well qualifies him to serve on our Board. His expertise in leading complex global organizations, as well as strong background and experience in engineering, manufacturing (domestic and international), and business development contributes greatly to the Board’s composition.8PROPOSAL 2:APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATIONThe Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.As discussed in our Compensation Discussion and Analysis starting on page 25 of this Proxy Statement, we seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.Pay for performance is an essential element of the Company’s executive compensation philosophy. The Company’s executive compensation programs are designed so that a significant portion of an executive’s compensation is dependent upon the performance of the Company. Measures of financial performance for short term and long term incentive programs, and the use of equity, are intended to align compensation with the creation of stockholder value. We believe that the Company’s executive compensation programs have been effective at appropriately incentivizing long term stockholder value creation and in enabling the Company to attract and retain very talented executives within our industry.We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this Proxy Statement. This Proposal 2, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to express your views on our fiscal year 2014 executive compensation policies and procedures for named executive officers. The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:“RESOLVED, that the 2014 compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”Although this is an advisory vote that will not be binding on the Company, our Board, or the Human Resources Committee, we will carefully review the results of the vote. Our Board and Human Resources Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The Company currently conducts annual advisory votes on executive compensation, and we expect to conduct the next advisory vote at our 2016 annual meeting of stockholders.The Board recommends a vote “FOR” Proposal 2.9PROPOSAL 3:RATIFICATION OF APPOINTMENT OF AUDITORDeloitte & Touche LLP (“Deloitte”), which has been the Company’s independent auditor since 2002, has been appointed by the Audit Committee as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (“Fiscal 2015”). This appointment is being presented to the stockholders for ratification. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate practice. If the appointment of Deloitte as auditor for Fiscal 2015 is not approved by the stockholders, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during Fiscal 2015 if it determines that such a change would be in the best interests of the Company since April 2015. Prior to joining the Company, Mr. Scheinkman served as President and our stockholders.A representativeChief Executive Officer and a director of Innovative Building Systems LLC, and certain of its affiliates and predecessor entities, a leading customer modular home producer, since 2010. He served as a director of Claymont Steel Holdings, Inc., a manufacturer of custom discrete steel plate, from Deloitte will be present at2006 to 2008. He served as the Annual MeetingPresident and will have the opportunity to makeChief Executive Officer and a statement if he desires to do so. The representative will also be available to respond to appropriate questions.The Board recommendsdirector of Transtar Metals Corp. (“Transtar”), a vote “FOR” Proposal 3.10AUDIT COMMITTEE MATTERSAudit and Non-Audit FeesThe following table sets forth the aggregate fees billed or expected to be billed by Deloitte for professional services incurredsupply chain manager/distributor of high alloy metal products for the years ended December 31, 2014,transportation, aerospace and 2013, on our behalf:2014 2013 Audit Fees 1,240,400 1,101,700 Audit-Related Fees — 5,000 Tax Fees 204,400 147,200 Total Fees 1,444,800 1,253,900 A description of the type of services provided in each category is as follows:Audit Fees. Consists of fees billed for professional services rendered for the audits of the Company’s annual financial statements on Form 10-K and internal controls over financial reporting, review of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, and other services normally provided in connection with statutory and regulatory filings or engagements.Audit-Related Fees. Consists of fees billed for professional services rendered for assurance and related services that are reasonably relateddefense industries, from 1999 to the performance of the audit or review of the Company’s financial statements.Tax Fees. Consists of fees billed for professional services rendered for tax compliance, tax advice, and tax planning. These services include assistance with the preparation of various tax returns.Pre-Approval Policy for Audit and Non-Audit ServicesThe Audit Committee has adopted a policy for the pre-approval of all audit and permitted non-audit services to be provided2006. Following Transtar’s acquisition by the Company’s independent auditor. Also, specific pre-approval by the Audit Committee is required for any proposed services exceeding pre-approved cost levels. The Audit Committee may delegate pre-approval authority for audit and non-audit services to one or more of its members, and such authority has been delegated to the Chairman of the Audit Committee. The decisions of any member to whom such authority is delegated are reported to the full Audit Committee at its next scheduled meeting. The Audit Committee periodically reviews reports summarizing all services provided by the independent auditor. In 2014, the Audit Committee pre-approved all audit and non-audit services provided to the Company in accordanceSeptember 2006, he served as President of Transtar Metals Holdings Inc. until September 2007 and thereafter served as its advisor until December 2007. He served in various capacities as an executive officer of Macsteel Service Centers USA, a distributor and processor of steel products, including President, Chief Operating Officer and Chief Financial Officer, from 1986 to 1999. Qualifications Mr. Scheinkman’s extensive experience serving as an executive of various metal products companies coupled with the Audit Committee pre-approval policy.Report of the Audit CommitteeThe Audit Committee assists the Board in fulfilling its oversight responsibilities. The Board has determined that each of the members of the Audit Committee is “independent”, as that term is defined in the independence requirements for audit committee members contained in the applicable rules of the SEC and the listing standards of the NYSE. The Audit Committee acts underhis significant financial expertise makes him a written charter that is reviewed by the Audit Committee at least annually.Management is responsible for the preparation, presentation, and integrity of the Company’s consolidated financial statements, accounting and financial reporting principles, internal controls over financial reporting and disclosure controls. Deloitte, an independent registered public accounting firm and the Company’s independent auditor, was responsible for performing an independent audit of the Company’s most recent consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on (i) the fairness of the presentation of the Company’s consolidated financial statements for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America, in all material respects, and (ii) the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, based on the framework of The Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee’s responsibility is to monitor and oversee these processes. In this regard, the Audit Committee meets periodically with management, the internal auditor, and our independent registered public accounting firm.11The Audit Committee has the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in performing its responsibilities. The Audit Committee is responsible for selecting and, if appropriate, replacing our independent registered public accounting firm.The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements and the effectiveness of internal control over financial reporting with management and Deloitte. Management representedvaluable addition to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with Deloitte matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU, Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Deloitte also provided to the Audit Committee the letter and written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed the independence of the independent registered public accounting firm with management and Deloitte. The Audit Committee concluded that Deloitte’s independence had not been impaired.Based on the review and discussions described above, the Audit Committee (including then-current members, Terrence J. Keating and John McCartney) recommended to the Board that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2014, for filing with the SEC.Audit Committee (members serving in 2014)Pamela Forbes Lieberman, ChairmanGary A. Masse12CERTAIN GOVERNANCE MATTERSBoard LeadershipBOARD LEADERSHIP Brian P. Anderson,Gary A. Masse, is an independent director and became Chairman in 2010. He is Chairman of the Governance Committee,2016. Mr. Masse also currently serves as a member of the Audit Committee,and Human Resources Committees, and also regularly attends meetings of the other standing committees of the Board. With the new Class III directors expected to join after the Annual Meeting, the Board will re-evaluate its committee structure following the Annual Meeting. duties of the Chairman of the Board include providing strategic leadership and guidance; establishing the agendas for meetings of the Board and independent directors with advice from senior management; advising and consulting with the Chief Executive Officer regarding strategies, risks, opportunities, and other matters; and presiding over meetings of the full Board and executive sessions of independent directors.· Provides strategic leadership and guidance; · Establishes the agendas for Board meetings, with advice from senior management; · Advises and consults with the Chief Executive Officer regarding strategies, risks, opportunities, and other matters; and · Presides over meetings of the full Board and executive sessions of independent directors. W. Scheinkman, was elected to the position of President and Chief Executive Officer in April 2015, after previous service as President and Chief Executive Officer of Innovative Building Systems, LLC, and certain of its affiliates and predecessor entities. He is the principal management officer of the Company, with responsibility for supervision of its executive and senior management and theits day-to-day operations and performance of the Company.thisthe Company’s leadership model provides appropriate oversight and an effective governance structure, it recognizes that, depending on the circumstances, other leadership models, such as combinedcombining the roles of Chief Executive Officer and Chairman of the Board, might be appropriate. Accordingly, the Board periodically reviews its leadership structure. 7 2016 Proxy Statement STANDING BOARD COMMITTEES Responsibilities Current Committee
MembersAUDIT
COMMITTEEGOVERNANCE COMMITTEE 8 2016 Proxy Statement Responsibilities Current Committee
MembersHUMAN RESOURCES COMMITTEE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION DIRECTOR INDEPENDENCE; FINANCIAL EXPERTS Meetingshas affirmatively determined that each current board member, except for Mr. Scheinkman, (i) is “independent” within the definitions contained in the current NYSE listing standards and Attendancethe standards set by the Board in the Company’s Corporate Governance Guidelines, and (ii) has no other “material relationship” with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current SEC rules. Furthermore, the Board has determined that all members of the Company’s Audit Committee meet the financial literacy requirements of the NYSE and qualify as “audit committee financial experts” as defined by the SEC, and that Mr. Anderson’s simultaneous service on the audit committees of W.W. Grainger, Inc., PulteGroup, Inc., James Hardie Industries Plc, and the Company does not impair his ability to serve effectively on the Company’s Audit Committee. 9 2016 Proxy Statement BOARD MEETINGS AND ATTENDANCE 2014,2015, the Board held nineseventeen meetings. The Board’s non-employee directors also met in regularly scheduled executive sessions to evaluate the performance of the Chief Executive Officer and to discuss other corporate matters. Mr. Anderson, the Chairman of the Board presidesduring 2015, presided as the chair at meetings or executive sessions of non-employee directors. Also,Additionally, during 2015, there were sixfive meetings of the Audit Committee, fivefour meetings of the Finance Committee, seven meetings of the Governance Committee, and fivesix meetings of the Human Resources Committee.committeesCommittees on which he or she served.Allserved.All of the directors, then onother than Messrs. Masse and Kelly, attended the Board attended the2015 Annual Meeting of StockholdersStockholders.NON-EMPLOYEE DIRECTOR COMPENSATION Role Additional Annual Retainers Board Chairperson $40,000 Audit Committee Chairperson* $40,000 Governance Committee Chairperson $5,000 Human Resources Committee Chairperson $7,500 *Includes service as a director of the Company’s Kreher Steel joint venture. · Annual restricted stock award in an amount valued at $70,000, based upon the 60-day trailing average stock price on the date of grant. The 2015 restricted stock grants vest upon the expiration of three years from the date of grant, and the 2016 restricted stock grants are expected to vest upon the expiration of one year from the date of grant; · Reimbursement for travel and accommodation expenses incurred to attend meetings and participate in other corporate functions; · Reimbursement for the cost of attending one director continuing education program annually; and · Company-paid personal excess liability, business travel accident, and director and officer liability insurance policies covering each of our directors. April 24, 2014.the day as of which such compensation would otherwise have been paid to the director to yield a number of stock equivalent units. 10 2016 Proxy Statement OversightRisk Managementthe Company who serve as directors receive no additional compensation for service as a director. Name
Earned
or
Cash
Awards
Pension Value
and
Nonqualified
Deferred Compensation EarningsBrian Anderson 104,688 69,815 — — 174,503 Reuben Donnelley 60,000 69,815 7,076 — 136,891 Terrence Keating(3) 27,667 — — — 27,667 James Kelly(4) 69,115 69,815 — — 138,930 Pamela Forbes Lieberman(5) 100,000 69,815 — — 169,815 Gary Masse 60,000 69,815 — — 129,815 John McCartney(6) 27,667 — — — 27,667 Jonathan Mellin 62,708 69,815 — — 132,523 Steven Scheinkman(7) 2,500 — — — 2,500 Kenneth Traub 35,796 69,815 — — 105,611 Allan Young 32,500 69,815 — — 102,315 (1) Stock Awards. On April 23, 2015, each director received an annual restricted stock award of 18,667 shares of our common stock. The amounts shown reflect the grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”). As of December 31, 2015, each director held the following number of shares subject to outstanding unvested stock awards: · Mr. Anderson – 30,629 shares; · Mr. Donnelley – 27,667 shares; · Ms. Forbes Lieberman – 27,667 shares; · Mr. Masse – 27,667 shares; · Mr. Mellin – 18,667 shares; · Mr. Traub. – 18,667 shares; and · Mr. Young – 18,667 shares. (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings.Nonqualified deferred compensation plan interest account balances earn interest at the rate of 6% per year. The amount shown in the table above reflects that portion of the earnings that exceeds 120% of the long-term applicable federal rate (based on the average 120% rate of 3.01% for 2015). In 2015, Mr. Donnelley deferred 100% of his annual cash retainer into an interest bearing account. (3) Mr. Terrence Keating resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. Keating’s unvested restricted stock awards, in the amount of 14,804 shares. Pursuant to his deferred compensation election, Mr. Keating also received payouts of the cash and stock equivalent units held in his account of $98,001.55 and 9,680 shares, respectively. (4) Mr. James Kellyresigned from the Board on October 30, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. Kelly’s unvested restricted stock awards, in the aggregate amount of 27,667 shares. (5) Ms. Pamela Forbes Lieberman’sBoard fees earned include $30,000 compensation received for being a member of Kreher Steel Company’s Board of Directors. 11 2016 Proxy Statement (6) Mr. John McCartney resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. McCartney’s unvested restricted stock awards, in the aggregate amount of 14,804 shares. Pursuant to his deferred compensation election, Mr. McCartney also received payouts of the cash and stock equivalent units held in his account of $56,944.48 and 3,006 shares, respectively. (7) Mr. Steven Scheinkmanwas elected to the Company’s Board on March 17, 2015, and served as a non-employee director until his election as Chief Executive Officer on April 16, 2015. The compensation he received for his service as Chief Executive Officer in 2015 is set forth in the Summary Compensation Table. OVERSIGHT OF RISK MANAGEMENT ThisThe Board implements its risk oversight is conducted primarilyfunction both as a whole and through committees ofdelegation to Board Committees, which meet regularly and report back to the Board as disclosed in the descriptionsfull Board. The risk management role of each of the committees below and in the charters of each of the committees. For example, the Human Resources Committee reviews risks related to the Company’s overall compensation programs and effectiveness at both linking executive pay to performance and aligning the interests of our executives and our stockholders. The Audit Committee reviews risks related to financial reporting and considers various allegations and disciplinary actions regarding material violations of the Company’s Code of Ethics brought to its attention on a periodic basis. Additionally, the outcome of the Company’s Enterprise Risk Assessment, which identifies and evaluates potential material risks that could affect the Company and identifies appropriate mitigation measures,Board Committees is reviewed with the Audit Committee annually. The Finance Committee reviews financial risk management, including interest rates, foreign exchange, etc. detailed further below:· The Audit Committee oversees the risk related to the Company’s financial statements, financial reporting process and accounting and legal matters. The Audit Committee oversees the internal audit function, the Company’s Code of Conduct program and monitors the Company’s cyber security action plans. Additionally, the outcome of the Company’s periodic Enterprise Risk Assessment, which identifies and evaluates potential material risks that could affect the Company and identifies appropriate mitigation measures, is reviewed with the Audit Committee. · The Governance Committee oversees the governance-related risk, including development of the Company’s policies and practices, and Board succession planning. · The Human Resources Committee oversees the risks associated with the Company’s compensation programs. As discussed in more detail on page 32, the Human Resources Committee reviews and approves compensation features that mitigate risk and align pay to performance with the interests of our executives and our stockholders. The Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through periodic reports directly from senior management responsible for oversight of particular risks within the Company. In addition, keyKey risks to the Company’s business strategy are considered by the Board as part of the Company’s annual strategy review.Compensation RiskAt Additional information regarding the direction of the Human Resources Committee, management annually conducts a comprehensive risk assessment of the Company’s compensation policies and practices, which included the following actions:Assigned a team, consisting of members of the human resources and internal audit functions, the responsibility to assess compensation risk;Completed an inventory of the Company’s compensation programs, with input from the Human Resources Committee’s independent compensation consultant as to a framework for assessing compensation risk;Reviewed both business and compensation risk to ensure that the Company’s compensation plans appropriately take into account key business risks and do not have design flaws which motivate inappropriate or excessive risk taking; and13Reported its findings to the Human Resources Committee.Management conducted this assessment of all compensation policies and practices for all employees, including the named executive officers, and determined that the compensation programs are not reasonably likely to have a material adverse effect on the Company. This process included a review of the Company’s executive and non-executive incentive compensation programs. Management reviewed the results of this risk assessment with the Committee. During the review, several risk mitigating factors inherent in the Company’s compensation practices were noted, including: (i) the Human Resources Committee’s discretion in approving executive compensation and establishing performance goals for short term and long term compensation plans; (ii) the Company’s use of a balanced array of performance measures in its short term incentive plan; (iii) stock ownership guidelines for executive officers; and (iv) the Company’s compensation recovery policy.Standing Board CommitteesThe Board has four standing committees: the Audit Committee, the Finance Committee, the Governance Committee, and the Human Resources Committee. Each committee has a written charter adoptedfaced by the Board, copies of whichCompany are posted underincluded in our Annual Report on Form 10-K for the “Corporate Governance” section of the Company’s website at http://www.amcastle.com/investors/corporate-governance. Each committee reviews the appropriateness of its charter and performs a self-evaluation at least annually. Mr. Scheinkman is the only director who is an employee of the Company, and he does not serve on any Board committee. He does not participate in the portion of any Board or committee meetings during which his compensation is evaluated. The Board also has the authority to appoint such additional committeesyear ended December 31, 2015, as it may from time-to-time determine.The following table summarizes the current membership of each of our four standing Board committees:Board CommitteesDirectorAuditFinanceHuman ResourcesGovernanceBrian P. AndersonXChairReuben S. DonnelleyXJames D. KellyXPamela Forbes LiebermanChairXGary A. MasseXX Jonathan B. Mellin 12 2016 Proxy Statement ChairXXKenneth H. Traub XChairAllan J. YoungXX The Audit Committee is charged with the engagement of the Company’s independent auditor, and reviewing the results of internal audits and the audit report of the independent auditor. The Audit Committee meets on a regular basis with management and the independent auditor to review and discuss financial matters. Further, the Audit Committee is empowered to make independent investigations and inquiries into financial reporting, financial controls, or other financial matters of the Company as it deems necessary. The Audit Committee’s report to stockholders is provided in the section above titled “Report of the Audit Committee”.The Finance Committee was created in March 2015, and is charged with reviewing, evaluating, and making recommendations to the Board regarding the Company’s capital structure, working capital management, and other financial policies. Further, the Finance Committee also reviews financial risk management, including interest rates, foreign exchange, etc.The Governance Committee is charged with assisting the Board by reviewing the size, composition, and organizational structure of the Board, identifying potential director candidates, and developing and evaluating governance policies.The Human Resources Committee is charged with approving the compensation of the Company’s executive officers, reviewing succession plans for key employee positions, reviewing reports to stockholders on executive compensation, and reviewing and recommending the Chief Executive Officer’s compensation for approval by the Board. The Human Resources Committee also approves incentive and equity-based compensation plans, and reviews and recommends changes to the Board regarding director compensation. The Human Resources Committee’s report to stockholders is provided below in the section titled “Report of the Human Resources Committee”.14Compensation Committee Interlocks and Insider ParticipationDuring 2014, the Human Resources Committee consisted of Reuben S. Donnelley, James D. Kelly, and Jonathan B. Mellin. Patrick J. Herbert, III also served on the Human Resources Committee during 2014, until his resignation from the Board in October 2014. On March 17, 2015, Mr. Kenneth H. Traub was elected to serve as a member of the Committee. All members of the Human Resources Committee are independent directors, and no member was an employee or former employee of the Company. During 2014, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Human Resources Committee.Code of EthicsEthicsConduct for Directors and a Code of EthicsConduct for Officers. A copy of each of the respectiveour Code of EthicsConduct policies can be found on the “Corporate Governance”“Corporate Governance” section of the Company’s website athttp:https://www.amcastle.com/www.castlemetals.com/investors/corporate-governance.directorDirector and officerOfficer is required to read and follow the Code that is applicable to their role. Any waiver of either Code for officers or directors of the CompanyConduct requires the approval of the Governance Committee, of the Board and must be promptly disclosed to the Company’sour stockholders. We intend to disclose on the “Corporate Governance”“Corporate Governance” section of our website (http://www.amcastle.com/investors/corporate-governance) any amendments to, or waivers from, the Code that is required to be publicly disclosed under the rules of the SEC.Corporate Governance GuidelinesThe Board has adopted corporate governance guidelines which establish the practices the Board follows with respect to Board function and operations, Board organization, composition, and Board conduct. A copy of the Corporate Governance Guidelines can be found on the “Corporate Governance” section of the Company’s website at:http://www.amcastle.com/investors/corporate-governance.Director CandidatesDIRECTOR CANDIDATES ourthe Company’s Bylaws, which require advance notice to the Company and certain other information. If you are interested in recommending a director candidate, you should request a copy of the Bylaw provisions by writing to ourthe Corporate Secretary at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523. at times in the past has used third party consultants to assist in identifying and evaluating potential nominees. The Governance Committee will generally consider persons recommended by the stockholders in the same manner as a committee-recommended nominee.gender, race, background and expertise. In considering whether to recommend persons to be nominated for directors, including candidates recommended by stockholders, the Governance Committee will apply the criteria set forth in the Company’s Corporate Governance Guidelines. These criteria include the candidate’s experience, integrity, absence of conflict or potential conflict of interest, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties. Guidelines, which include:· Business experience; · Integrity; · Absence of conflict or potential conflict of interest; · Ability to make independent analytical inquiries; · Understanding of the Company’s business environment; and · Willingness to devote adequate time to Board duties. and their various experiences and areas of expertise. When identifying and evaluating candidates, the Governance Committee, as a matter of practice, also considers whether there are any evolving needs of the Board that require experience in a particular field, and may consider additional factors it deems appropriate. The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee also conducts regular reviews of current directors whose terms are nearing expiration, but who may be proposed for re-election, in light of the considerations described above and their past contributions to the Board.his or hertheir 7215Settlement AgreementOn March 17, 2015, the Company entered into a Settlement Agreement (the “Raging Capital Settlement Agreement”) with Raging Capital Management, LLC and certain of its affiliates (the “Raging Capital Group”), and Mr. Steven W. Scheinkman, Mr. Kenneth H. Traub, and Mr. Allan J. Young (the “Raging Capital Nominees”).Pursuant to the terms of the Raging Capital Settlement Agreement, the size of the Board of Directors was expanded from 9 to 10 members, Mr. John McCartney and Mr. Terrence J. Keating resigned from the Board, and each of Ms. Pamela Forbes Lieberman and Mr. Jonathan B. Mellin were elected as Class I directors to fill the vacancies in those classes created by the resignations of Mr. McCartney and Mr. Keating. Then the Board elected Mr. Scheinkman as a Class I director, Mr. Traub as a Class II director, and Mr. Young as a Class II director. The Board also agreed to nominate the Raging Capital Nominees for election at the 2015 Annual Meeting to serve in the classes set forth above.The Board appointed the Raging Capital Nominees to serve on the following committees of the Board: Mr. Scheinkman-Audit Committee; Mr. Traub-Finance Committee and Human Resources Committee; and Mr. Young-Finance Committee and Governance Committee. For so long as at least two Raging Capital Nominees remain members of the Board, one Raging Capital Nominee will be offered the opportunity to be a member of each committee of the Board. The Board has also formed a Finance Committee to review, evaluate and make recommendations to the Board regarding the Company’s capital structure, working capital management, and other financial policies.If the members of the Raging Capital Group (together with their controlled affiliates) cease collectively to beneficially own an aggregate net long position in at least 1,762,835 shares of the Company’s common stock, then one Raging Capital Nominee selected by the Raging Capital Group (which will initially be Mr. Young) will promptly tender his resignation from the Board and any committee of the Board on which he is a member; provided, that the Board may, but is not obligated, to accept any such resignation.The Raging Capital Group agreed to cause all shares of the Company’s common stock to which it is entitled to vote at the 2015 Annual Meeting to be voted in favor of (i) the election of each of the directors nominated for election; (ii) the approval of the Company’s executive compensation; and (iii) the ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.Raging Capital has entered into an agreement with Mr. Traub pursuant to which he will be eligible to receive from Raging Capital Management a portion of Raging Capital Management’s incentive allocation attributable solely to the performance of Raging Capital Management’s investment in the Company’s common stock that is earned by Raging Capital Management. Mr. Young is a Managing Partner at, and holds an economic interest in, Raging Capital Management.Pursuant to Mr. Scheinkman’s appointment as the Company’s President and Chief Executive Officer on April 16, 2015, Mr. Scheinkman tendered his resignation from the Company’s Audit Committee. On April 22, 2015, following Mr. Dolan’s resignation and the appointment of Mr. Scheinkman as President and Chief Executive Officer, the Company and the Raging Capital Group entered into a First Amendment to Settlement Agreement (the “First Amendment”). The First Amendment modified section 2.10 of the Raging Capital Settlement Agreement to allow the Company to reduce the size of its current Board to nine directors. All other terms of the Raging Capital Settlement Agreement remain unchanged.Director Independence; Financial ExpertsThe Board has affirmatively determined that each current board member, except for Mr. Scheinkman, (i) is “independent” within the definitions contained in the current NYSE listing standards and the standards set by the Board in the Company’s Corporate Governance Guidelines, and (ii) has no other “material relationship” with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current SEC rules. Furthermore, the Board has determined that all members of our Audit Committee meet the financial literacy requirements of the NYSE and qualify as “audit committee financial experts” as defined by the SEC, and that Mr. Anderson’s simultaneous service on the audit committees of W.W. Grainger, Inc., PulteGroup, Inc., James Hardie Industries Plc, and the Company will not impair his ability to serve effectively on the Company’s Audit Committee.16Communication with DirectorsStockholders and others who are interested in communicating directly with our chairman, any individual director or our Board or non-management directors as a group may do so by writing to the directors at the following address: A. M. Castle & Co.Board Communication1420 Kensington Road, Suite 220Oak Brook, Illinois 60523Attn: Corporate SecretaryAll written communications are received and processed by the Company prior to being forwarded to the chairman of the board or other appropriate members of the Board. Directors generally will not be forwarded communications that are primarily commercial in nature, relate to improper or irrelevant topics, or request general information about the Company.In addition, the Audit Committee has established both a telephonic voice call in and electronic communication method on an independent website (www.mysafeworkplace.com) entitled “MySafeWorkplace” which also can be accessed from the Company’s website. The system provides for electronic communication, either anonymously or identified, for employees, vendors, and other interested parties to communicate concerns, including concerns with respect to our accounting, internal controls or financial reporting, to the Audit Committee. Concerns may be reported via telephone at 1-800-461-9330 or via the link to MySafeWorkplace which can be found on the “Corporate Governance” section of the Company’s website at:http://www.amcastle.com/investors/corporate-governance.17STOCK OWNERSHIP OF DIRECTORS, MANAGEMENTAND PRINCIPAL STOCKHOLDERSStock Ownership of Directors and ManagementThe following table sets forth the number of shares and percentage of the Company’s common stock that was owned beneficially as of April 1, 2015, by each of the Company’s directors, each current or former named executive officer set forth in the Summary Compensation Table, and by all directors and executive officers as a group, with each person having sole voting and dispositive power except as indicated:Beneficial Owner Percentage of Common Stock Directors * Brian P. Anderson 58,727 * Reuben S. Donnelley 4,243,085 (2) 18.0 % James D. Kelly 19,498 * Pamela Forbes Lieberman 31,350 * Gary A. Masse 16,804 * Jonathan B. Mellin 5,484,859 (3 ) 23.3% Steven W. Scheinkman 7,500 (4 ) * Kenneth H. Traub 18,888 (4 ) * Allan J. Young 0 (4 ) * Named Executive Officers Patrick R. Anderson 14,097 * Marec E. Edgar 0 * Thomas L. Garrett 28,925 * Stephen J. Letnich 6,166 * Former Named Executive Officers Scott J. Dolan 181,677 Kevin H. Glynn 0 * Anne D. Scharm 0 * Scott F. Stephens 40,689 * All directors and executive officers as a group (19 persons) 5,938,470 25.2 % * Percentage of shares owned equals less than 1%.(1) Includes shares issuable upon exercise of stock options that are exercisable on April 1, 2015, or that become exercisable within 60 days after that date, as follows: Mr. Brian Anderson - 7,500 stock options; Mr. Patrick Anderson - 4,800 stock options; Mr. Garrett - 6,300 stock options; and all directors and executive officers as a group - 18,600 stock options.The number of shares owned by each named executive officer (and all executive officers as a group) includes the number of shares of Company common stock owned indirectly as of March 31, 2015, by such executive officer in our employee benefit plans, as reported to us by the plan trustee.13 2016 Proxy Statement (2)See Note 4 under “Principal Stockholders” below.(3)See Note 3 under “Principal Stockholders” below.(4)See Note 7 under “Principal Stockholders” below.RELATED PARTIES18Principal StockholdersThe only persons who held of record or, to our knowledge (based on our review of Schedules 13D, 13F and 13G, and amendments thereto), owned beneficially more than 5% of the outstanding shares of our common stock as of April 1, 2015, are set forth below, with each person having sole voting and dispositive power except as indicated:Name and Address of Beneficial Owner Percentage of Common Stock (1) 5,089,655 (2) 21.6 % 4,630,795 19.6 % 3,284,089 13.9 % 2,573,142 10.9 % 1,775,713 7.5 % 1,677,479 7.1 % 1,421,300 6.0 % 1,397,428 5.9 % (1)Applicable percentage ownership is based upon 23,571,356 shares of common Stock outstanding as of April 1, 2015.19(2)The reported number of shares reflects the beneficial ownership of shares of the reporting group, with the beneficial ownership of each individual reporting person detailed in specific footnotes (3) - (6) below.(3)As reported in a Schedule 13D, as amended by Amendment No. 11, filed October 29, 2014, with the SEC, by W.B. & Co. (“WB”), Jonathan B. Mellin, Reuben S. Donnelley, and FOM Corporation (“FOM”). WB is an Illinois partnership, and nominee of Simpson Estates, Inc. The general partners of WB are Mr. Mellin and Mr. Donnelley, who share voting power with respect to shares beneficially owned by WB. Mr. Mellin reported that he beneficially owned 5,089,655 shares of common stock of the Company, over which Mr. Mellin has shared voting power over all such shares, shared dispositive power over 861,374 of such shares and no sole voting or sole dispositive power. Mr. Mellin expressly disclaims beneficial ownership of these shares, except with respect to Mr. Mellin’s pecuniary interest therein and these shares include the shares owned by WB.(4)Mr. Donnelley reported that he beneficially owned 4,243,085 shares of common stock of the Company, over which Mr. Donnelly has shared voting power over 4,228,281 of such shares, sole voting power and sole dispositive power over 14,804 such shares and no shared dispositive power. Mr. Donnelly expressly disclaims beneficial ownership of these shares, except with respect to Mr. Donnelly’s pecuniary interest therein and these shares include the shares owned by WB.(5)WB reported that it beneficially owned 4,228,281 shares of common stock of the Company, over which it has shared voting power over all such shares and no sole voting power and no sole or shared dispositive power.(6)FOM is a trustee and custodian, as applicable, with respect to certain trusts and custodial accounts for which WB holds shares of common stock of the Company. FOM reported that it beneficially owned 4,220,744 shares of common stock of the Company, over which FOM has sole voting power over 307,412 of such shares and shared voting power over 564,728 such shares. FOM has sole dispositive power with respect to 3,656,016 shares and shared dispositive power with respect to 564,728 shares. The Schedule also included the amendment to the amended and restated partnership agreement of WB.(7)As reported in a Schedule 13D, as amended by Amendment No. 3, filed March 18, 2015, with the SEC by Raging Capital Master Fund, Ltd. (“Raging Master”), Raging Capital Management, LLC (“Raging Management”), and William C. Martin, Kenneth H. Traub, Steven W. Scheinkman and Allan J. Young (collectively, the “Raging Capital Reporting Persons”). Raging Master reported that, as an investment company, it beneficially owned 4,630,795 shares of common stock of the Company, over which it has shared voting and shared dispositive power over 4,630,795 shares, and no sole voting or sole dispositive power. Raging Management and Mr. Martin as the Chairman, Chief Investment Officer and Managing Member of Raging Management, as an investment manager for Raging Master, reported that by virtue of their affiliations with Raging Master, each also beneficially owned 4,630,795 shares of common stock of the Company, over which they have shared voting and shared dispositive power over 4,630,795 shares, and no sole voting or sole dispositive power. Mr. Traub reported beneficial ownership of 18,888 shares of common stock of the Company, over which he has sole voting and sole dispositive power over 18,888 shares and no shared voting or shared dispositive power. Mr. Scheinkman reported beneficial ownership of 7,500 shares of common stock of the Company, over which he has sole voting and sole dispositive power over 7,500 shares and no shared voting or shared dispositive power. Mr. Young reported that he did not own any shares as of the date of the filing.(8)As reported in a Schedule 13G, filed February 10, 2015, with the SEC jointly by T. Rowe Price Associates, Inc. (“TRPA”) and T. Rowe Price Small-Cap Value Fund, Inc., (“TRPSC”). TRPA reported that, as an investment adviser, it beneficially owned 1,955,789 shares of common stock of the Company, over which it has sole voting power with respect to 201,839 shares and sole dispositive power with respect to 1,955,789 shares and no shared voting or dispositive power. TRPSC reported that, as an investment company, it beneficially owned 1,328,300 shares of common stock of the Company, over which it has sole voting power with respect to 1,328,300 shares and no sole dispositive power, no shared voting power and no shared dispositive power. The Schedule stated that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Company’s common stock but that no one person’s interest in the Company’s common stock is more than five percent of the total outstanding common shares. Exhibit A to the Schedule includes the joint filing agreement between TRPA and TRPSC.(9)As reported in a Schedule 13D, as amended by Amendment No. 5, filed February 27, 2015, with the SEC by Huber Capital Management LLC (“Huber Capital”). Huber Capital reported that, as an investment adviser, it beneficially owned 2,573,142 shares of the common stock of the Company, over which it has sole voting power with respect to 1,183,702 shares, sole dispositive power with respect to 2,573,142 shares, shared voting power over 280,981 shares and no shared dispositive power.20(10)As reported in a Schedule 13G, as amended by Amendment No. 5, filed January 26, 2015, with the SEC by BlackRock Inc. (“BlackRock”). BlackRock reported that, as a parent holding company or control person, it beneficially owned 1,775,713 shares of the common stock of the Company, over which it has sole voting power with respect to 1,744,297 shares and sole dispositive power with respect to 1,775,713 shares and no shared voting or shared dispositive power. The Schedule stated that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Company’s common stock but that no one person’s interest in the Company’s common stock is more than five percent of the total outstanding common shares. Exhibit A to the Schedule lists those subsidiaries of BlackRock that hold shares of the Company’s common stock.(11)As reported in a Schedule 13G, as amended by Amendment No. 5, filed February 5, 2015, with the SEC by Dimensional Fund Advisors LP (“Dimensional Funds”). Dimensional Funds reported that, as an investment adviser, it beneficially owned 1,677,479 shares of the common stock of the Company, over which it has sole voting power with respect to 1,611,814 shares and sole dispositive power with respect to 1,677,479 shares and no shared voting or shared dispositive power. Dimensional Fund serves as investment adviser to four investment companies and as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund may act as an advisor or subadvisor to certain funds. The Funds own these shares, and in its role as investment advisor, subadvisor and/or manager, Dimensional Fund has the sole power to vote and direct investments with regard to all such shares. Dimensional Fund expressly disclaimed beneficial ownership of all shares reported beneficially owned.(12)As reported in a Schedule 13G, filed January 30, 2015, with the SEC by Tocqueville Asset Management L.P. (“Tocqueville”). Tocqueville reported that, as an investment adviser, does not beneficially own any shares of common stock of the Company, but has sole voting power with respect to 1,421,300 shares, sole dispositive power with respect to 1,421,300 shares and no shared voting power or shared dispositive power.(13)As reported in a Schedule 13D, filed August 20, 2012, with the SEC by EPE, LLC (“EPE”), Ryerson Inc. (“Ryerson”), Ryerson Holding Corporation (“Ryerson Holding”), Platinum Equity Capital Partners-PF, L.P. (“PECP-PF”), Platinum Equity Capital Partners, L.P. (“PECP”), Platinum Equity Capital Partners-A, L.P. (“PECP-A”), Platinum Equity Capital Partners-PF II, L.P. (“PECP-PF II”), Platinum Equity Capital Partners II, L.P. (“PECP II”), Platinum Equity Capital Partners-A II, L.P. (“PECP-A II”), Platinum Rhombus Principals, LLC (“Rhombus” and, together with PECP-PF, PECP, PECP-A, PECP-PF II, PECP II and PECP-A II, the “Funds”), Platinum Equity Partners, LLC (“Platinum Partners”), Platinum Equity Investment Holdings, LLC (“Platinum Investment”), Platinum Equity Partners II, LLC (“Platinum Partners II”), Platinum Equity Investment Holdings II, LLC (“Platinum Investment II”), Platinum Equity, LLC (“Platinum Equity”), and Tom T. Gores (collectively, the “Platinum Reporting Persons”). Each of the Platinum Reporting Persons reported shared voting power and shared dispositive power with respect to 1,397,428 shares of Common Stock.EPE is a direct wholly owned subsidiary of Ryerson, which is a direct wholly owned subsidiary of Ryerson Holding. Substantially all of the issued and outstanding capital stock of Ryerson Holding is owned by the Funds. Platinum Partners is the general partner of each of PECP-PF, PECP and PECP-A. Platinum Investment is the senior managing member of each of Rhombus and Platinum Partners. Platinum Partners II is the general partner of each of PECP-PF II, PECP II and PECP-A II. Platinum Investment II is the senior managing member of Platinum Partners II. Platinum Equity is the sole member of each of Platinum Investment and Platinum Investment II. Mr. Gores is the chairman and the ultimate beneficial owner of Platinum Equity.RELATED PARTY TRANSACTIONSinclude our directors, director nominees, executive officers, 5% stockholders and immediate family members of such persons, and entities in which one of these persons has a direct or indirect material interest. Under this policy, any potential related-party transaction must be brought toinclude:· Directors; · Director nominees; · Executive officers; · 5% stockholders; · Immediate family members of the above persons; and · Entities in which the above persons have a direct or indirect material interest. attention of the Company’s General Counsel. The General Counsel, in consultation with management and outside counsel, as appropriate, then assesses whether the proposed transaction is a related-party transaction for purposes of the policy.21Ifif the General Counsel determines that the proposed transaction is a related-party transaction for such purposes, the proposed transaction is then submitted to the Governance Committee of the Board for its consideration. review. (i) whether the proposed transaction is on terms that are fair to the Company and no less favorable to the Company than terms that could have been reached with an unrelated third party; (ii) the purpose of, and the potential benefits to the Company; (iii) the impact on a director’s independence, in the event such person is a director; and (iv) whether the proposed transaction would present an improper conflict of interest. No member of the Governance Committee shall participate in any vote on the approval of any related-party transaction with respect to which such member or any of his or her immediate family members is the related party. · whether the proposed transaction is on terms that are fair to the Company and no less favorable to the Company than terms that could have been reached with an unrelated third party; · the purpose of, and the potential benefits to, the Company; · the impact on a director’s independence, in the event such person is a director; and · whether the proposed transaction would present an improper conflict of interest. Pursuant to the Settlement Agreement, and First Amendment thereof, with the Raging Capital Group, the Board elected Mr. Steven W. Scheinkman to the Board as a Class I director, Mr. Kenneth H. Traub as a Class II director and Mr. Allan J. Young as a Class II director. Mr. Young is a Managing Partner at, and holds an economic interest in, Raging Capital Management.Raging Capital Management, together with certain affiliates, currently owns approximately 19.6% of the Company’s outstanding common stock, $21,500,000 principal amount of the Company’s 12.75% Senior Secured Notes due 2016, and $4,200,000 principal amount of the Company’s 7.0% Convertible Notes due 2017. As a holder of the Company's 12.75% Senior Secured Notes due 2016, Raging Capital Management received an interest payment on such notes of $796,785 on December 15, 2014.“Corporate Governance”“Corporate Governance” section of our website athttp:https://www.amcastle.com/www.castlemetals.com/investors/corporate-governance. 14 2016 Proxy Statement 15 2016 Proxy Statement STOCK OWNERSHIP .
Beneficial Owner
Common
Stock
Beneficially
Owned(1)Percentage
of Common
StockAdditional Information Directors and Director Nominees Brian Anderson 69,894 * Richard Burger — — Reuben Donnelley 4,261,752 13.3% See note 2 under “Principal Stockholders” table below. Pamela Forbes Lieberman 50,017 * Gary Masse 35,471 * Jonathan Mellin 5,151,938 16.0% See note 2 under “Principal Stockholders” table below. Michael Sheehan — — Kenneth Traub 37,555 * See note 4 under “Principal Stockholders” table below. Allan Young 18,667 * See note 4 under “Principal Stockholders” table below. Named Executive Officers Steven Scheinkman 7,500 * Patrick Anderson 25,682 * Includes 4,800 vested, unexercised stock options. Marec Edgar — — Thomas Garrett† 32,591 * Includes 7,991 vested, unexercised stock options. Ronald Knopp 16,344 * Former Named Executive Officers Scott Dolan 238,265 * Stephen Letnich — — All directors, director nominees and executive officers as a group (12 persons) Includes 4,800 vested, unexercised stock options. 16 2016 Proxy Statement SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Name and Address of Beneficial Owner
Common Percentage of
Common Stock
(1)Jonathan B. Mellin
Reuben S. Donnelley
W.B. & Co.
FOM Corporation
30 North LaSalle Street, Suite 1232
Chicago, Illinois 60602-25046,789,269 (2) 21.1% Stone House Capital Management, LLC
SH Capital Partners, L.P.
Mark Cohen
950 Third Avenue, 17th Floor
New York, New York 10022(3) 12.4% Raging Capital Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way,
Camana Bay, Grand Cayman KY 1-9007, Cayman Islands
Raging Capital Management, LLC
William C. Martin
Kenneth H. Traub
Allan J. Young
Robert L. Lerner
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
Richard N. Burger(4) 18.2%
745 Fifth Avenue
New York, New York 10151(5) 8.5% (1) Applicable percentage ownership is based upon 32,129,911 shares of common Stock outstanding as of June 6, 2016. (2) Based on a Schedule 13D/A filed with the SEC on March 29, 2016. W.B. & Co. shares voting power with respect to 4,228,281 shares of common stock. Mr. Mellin has sole voting power over 54,323 shares of common stock, shared voting power over 5,097,615 shares of common stock, sole dispositive power over 109,791 shares of common stock and shared dispositive power over 869,334 shares of common stock. Mr. Donnelley has sole voting and dispositive power over 33,471 shares of common stock and shared voting power over 4,228,281 shares of common stock. FOM Corporation has sole voting power over 1,594,372 shares of common stock, shared voting and dispositive power over 572,688 shares of common stock and shared dispositive power over 572,688 shares of common stock. (3) Based on a Schedule 13D/A filed with the SEC on March 24, 2016. Each of Stone House Capital Management, LLC, SH Capital Partners, L.P. and Mark Cohen share voting and dispositive power with respect to the 4,000,000 shares of common stock beneficially owned by them. (4) Based on a Schedule 13D/A filed with the SEC on May 31, 2016. Includes 1,414,724 shares underlying the New Convertible Notes. Each of Raging Capital Management, LLC and William C. Martin share voting and dispositive power with respect to 6,045,519 shares of common stock. Mr. Traub has sole voting power over 37,555 shares of common stock and sole dispositive power over 18,888 shares of common stock. Mr. Young has sole voting power over 18,667 shares of common stock. (5) Based on a Schedule 13G/A filed on January 12, 2016. 17 2016 Proxy Statement SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE initial reports of ownership and reports of changes in ownership of the Company’s common stock with the SEC and to furnish the Company with a copy of those reports.solely uponon our review of the formsreports and upon the written confirmation that we received by the Company or on written representationfrom each of our executive officers and directors, we believe that suchall Section 16(a) reports were timely filed in 2015. 18 2016 Proxy Statement
Executive Compensation
Company complied with all such Section 16(a) filing requirements for 2014, except that a Form 4 was filed one day late on behalf of Mr. Thomas Garrett on March 27, 2014, and Mr. Ronald Knopp filed a Form 3/A on May 22, 2014, to disclose shares that had inadvertently been omitted from his original Form 3 that was filed on May 12, 2012.NON-EMPLOYEE DIRECTOR COMPENSATIONDirectors who are not employeescompensation of the Company receive an annual retainer of $60,000.Named Executive Officers as described in the Compensation Discussion and Analysis and the Compensation Tables below. Voting recommendation: FOR the advisory vote to approve executive compensation. The Chairman of the Board receives an additional annual retainer of $40,000. The chairperson of the Human Resources Committee receives an additional annual retainer of $7,500.takes very seriously its responsibilities to oversee the Company’s compensation programs and values input from stockholders. The chairpersonHuman Resources Committee will take into account the outcome of the Governance Committee receivesadvisory vote when considering future executive compensation decisions.additional annual retainer of $5,000. The chairperson of the Finance Committee receives an additional annual retainer of $5,000. The chairperson of the Audit Committee receives an additional annual retainer of $40,000, which includes service as a directoressential element of the Company’s Kreher Steel joint venture. In addition, each year, directors receive a restricted stock award in an amount valuedcompensation philosophy. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term and long-term strategic and operational goals, while at $70,000, based upon the 60-day trailing average stock price onsame time avoiding the dateencouragement of grant. The restricted stock vests upon the expirationunnecessary or excessive risk-taking.three years from the dateStockholders, our stockholders expressed continued support of our executive compensation programs with 98% of the grant. The director restricted stock awards are subject to the termsstockholders casting votes supporting our proposal. However, as a result of the Company’s 2008 Omnibus Incentive Plan, which was approved by the Company’s stockholders. Directors are also reimbursed for travel and accommodation expenses incurred to attend meetings and participaterestructuring actions in other corporate functions. In addition, the Company maintains a personal excess liability coverage policy for each of our directors.Under the Company’s Directors Deferred Compensation Plan (the “Directors Plan”), a director may elect prior to the end of a calendar year to defer receipt of up to 100% of his or her board compensation for the following year. A deferred compensation account is maintained for each director who elects to defer board compensation. A director who defers board compensation may select either an interest or a stock equivalent investment option for amounts in the director’s deferred compensation account. Compensation held in the interest account is credited with interest at the rate of 6% per year compounded annually. Compensation deferred in the stock equivalent accounts are divided by the closing price of the Company’s common stock on the day as of which such compensation would otherwise2015, we have been paid to the director to yieldmade a number of stock equivalent units.significant changes to our compensation programs with the long-term interests of our stockholders in mind. We greatly value our stockholders’ feedback on our program changes. The stock equivalent accountCompany currently conducts annual advisory votes on executive compensation.· Redesigned Short-Term Incentive Plan · Focused on creating an improved capital structure for the Company. · Opportunities for the Named Executive Officers tied to individual contributions to the successful refinancing of the Company’s long-term public debt. · Redesigned Long-Term Incentive Plan · Focused on aligning executive compensation with creating shareholder value through improved stock price performance. · For all Company participants, award mix changed from restricted stock units and performance shares to restricted stock units and non-qualified stock options. credited onnot intended to address any dividend payment date with stock equivalent units equalspecific element of compensation; rather, your vote relates to the productoverall compensation structure of our Named Executive Officers, as described in this Proxy Statement. We ask you to support the declared dividend per share multiplied byfollowing resolution:number of stock equivalent units in the director’s accountstockholders APPROVE, on the record date of the dividend.22Disbursement of the interest account and the stock equivalent unit account can be made only upon a director’s resignation, retirement, or death as a lump sum or in installments on one or more distribution dates at the director’s election made at the time of the election to defer compensation. If payment from the stock equivalent unit account is made in shares of the Company’s common stock, it will be made on the later of the date of the request or the date of the termination event.Director Compensation - Fiscal Year 2014The following table summarizesan advisory basis, the compensation paid to or earned by the non-employee directors for 2014. EmployeesCompany’s named executive officers, as disclosed pursuant to Item 402 of the Company who serve as directors receive no additional compensation for service as a director.Brian P. Anderson 100,000 66,403 0 0 166,403 Reuben S. Donnelley 60,000 66,403 3,683 0 130,086 65,000 66,403 0 10,000 141,403 60,000 66,403 1,501 0 127,904 James D. Kelly 67,500 66,403 0 0 133,903 Pamela Forbes Lieberman 100,000 66,403 0 0 166,403 Gary A. Masse 60,000 66,403 0 0 126,403 60,000 66,403 3,057 0 129,460 0 0 0 0 0 (1)In 2014, Messrs. Donnelley, Keating, and McCartney deferred their cash retainers under the Directors Plan. Mr. Donnelley deferred 100% of his annual cash retainer into the interest account. Messrs. Keating and McCartney deferred 50% of their annual cash retainer into the interest account and 50% into the stock equivalent unit account.(2)On April 24, 2014, each director received an annual restricted stock award of 4,854 shares of our common stock. The amounts shown reflect the grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”). As of December 31, 2014, each director held the following number of outstanding unvested stock awards and unexercised stock options: Mr. Anderson - 17,766 stock awards, 7,500 options; Mr. Donnelley - 14,804 stock awards; Mr. Keating - 14,804 stock awards, 6,839 phantom stock awards; Mr. Kelly - 14,804 stock awards; Ms. Forbes Lieberman -14,804 stock awards; Mr. Masse - 14,804 stock awards; and Mr. McCartney - 14,804 stock awards, 2,084 phantom stock awards.(3)Nonqualified deferred compensation plan interest account balances earn interest at the rate of 6% per year. The amount shown in the table above reflects that portion of the earnings that exceeds 120% of the long-term applicable federal rate (based on the average 120% rate of 3.79% for 2014).(4)The amount listed includes charitable contributions made by the Castle Foundation at the request of the director.(5)Mr. Herbert resigned from the Board on October 23, 2014. In recognition of his long and distinguished service to the Company, the Board approved the acceleration of Mr. Herbert’s unvested restricted stock awards, in the amount of 14,804 shares. Mr. Herbert also received payout pursuant to his deferred compensation election of the stock equivalent units held in his account in the amount of 23,835 shares.(6)Mr. Keating resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. Keating’s unvested restricted stock awards, in the amount of 14,804 shares. Mr. Keating also received payout pursuant to his deferred compensation election of the cash and stock equivalent units held in his account in the amount of $98,001.55 and 9,680 shares.23(7)Mr. McCartney resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. McCartney’s unvested restricted stock awards, in the amount of 14,804 shares. Mr. McCartney also received payout pursuant to his deferred compensation election of the cash and stock equivalent units held in his account in the amount of $56,944.48 and 3,006 shares.(8)Mr. Mellin was elected to the Board on October 23, 2014.(9)Mr. Traub, Mr. Scheinkman, and Mr. Young were elected to the Board on March 17, 2015.Director stock ownership guidelines require each director to beneficially own Company common stock with a value equivalent to four times the annual cash retainer (notRegulation S-K, including any chairperson retainer(s)). Directors have five years from the date they are initially elected as a director in which to accumulate the required amount. Shares owned outright and beneficially, restricted stock, stock equivalent units and unexercised, vested stock options count toward the ownership guidelines. Unvested stock options do not count toward satisfying these guidelines. All of our directors have met or exceeded or, for the directors who have been on the Board for less than five years, are on track to meet or exceed the ownership requirement.24COMPENSATION DISCUSSION AND ANALYSISExecutive SummaryThis Compensation Discussion and Analysis, (“CD&A”) explainscompensation tables, and narrative discussion.” 19 2016 Proxy Statement Company'sadvisory vote to approve executive compensation programs and how those programs apply to our “named executive officers,” whose compensation information is presented in the Summary Compensation Table below.The following are our named executive officers for 2014:2015Name Position Notes NamePositionPresident and Chief Executive OfficerAppointed to current role on April 16, 2015. Executive Vice President, Chief Financial Officer and Treasurer Appointed to current expanded CFO role on May 27, 2015. Marec Edgar Executive Vice President, General Counsel, Secretary & Chief Administrative Officer Appointed to current expanded CAO role on May 27, 2015. Thomas Garrett Vice President, President, Total Plastics Appointed to this role on March 28, 1988. Mr. Garrett separated from employment on March 15, 2016. Ronald Knopp Executive Vice President, Chief Operating Officer Appointed to current expanded COO role on May 27, 2015. Scott J. Dolan(1)Former President and Chief Executive Officer Resigned on April 16, 2015. Scott F. StephensStephen Letnich(2)Former Vice President, Chief Financial Officer and TreasurerPatrick R. AndersonInterim Vice President Chief Financial Officer and Treasurer, and Vice President, Corporate Controller and Chief Accounting Officer(3)Marec E. Edgar(4)Vice President, General Counsel & SecretaryThomas L. GarrettPresident, Total PlasticsKevin H. Glynn(5)Former Vice President, Chief Information OfficerStephen J. LetnichChief Commercial Officer Anne D. Scharm(6)Former Vice President, Human ResourcesSeparated from employment on June 24, 2015. Checklist of Compensation Practices WHAT WE DO WHAT WE DON’T DO 20 2016 Proxy Statement CEO 2015 Target Total Direct Compensation (1) Mr. Dolan resigned fromBase Salary44% Cash Annual Incentive 15% Long-Term Incentive 41% Other Named Executive Officers’ 2015 Target Total Direct Compensation* Base Salary 63% Cash Annual Incentive 16% Long-Term Incentive 21% *represents average opportunity for Messrs, Anderson, Edgar, Garrett and Knopp in 2015 Pay Element Description and Purpose Actions and Recent Enhancements Link to Business and
Talent RetentionBase Salary ·Salary increases implemented under new consolidated management structure in May 2015 to recognize enhanced roles and responsibilities. Annual Incentives ·Reduced number of participants eligible to participate to align with short-term Company objectives; for 2015, our main focuses were to successfully complete the CompanyCompany’s refinancing and effectuate immediate improvements to our capital structure.April 16, 2015.capital structure improvements, incentive was based on the executive management team’s individual efforts in successfully refinancing the Company’s long-term public debt. 21 2016 Proxy Statement (2) Mr. Stephens resigned from the Company on September 26, 2014. (3) Mr. Anderson was appointed Interim Vice President Chief Financial OfficerPay ElementDescription and Treasurer, on September 26, 2014.PurposeActions and Recent Enhancements Link to Business and
Talent RetentionLong-Term Incentives (4) Mr. Edgar joinedCompanyform of restricted stock units and stock options. April 1, 2014.(5) Mr. Glynn separated employment from the Company on May 27, 2014.(6) Ms. Scharm separated employment from the Company on May 27, 2014.stock price appreciation. 2014 Compensation DecisionsBelow are some of the key compensation decisions that occurred in 2014:The return on invested capital (“ROIC”) goals for the 2014 Long-Term Compensation Plan (“LTCP”) were set at: threshold 4.5%, target 6.0%, and maximum 7.5%. In addition, based on Company performance during the 2012-2014 period, there was no payout under the 2012 LTCP.Salary increases for named executive officers ranged from 0% to 5%, effective April 7, 2014, with an average salary increase for the executive officer group as a whole of 2%.The Company’s 2014 Short-Term Incentive Plan (“STIP”) did not pay out for any of our named executive officers, other than for Mr. Garrett, whose 2014 STIP is based on the results of our Plastics segment. Mr. Garrett’s 2014 STIP paid out at 95.2% of target.Corporate GovernanceThe Company's executive compensation programs are generally designed to incentivize long term stockholder value creation and to provide a total compensation opportunity that will allow the Company to attract, retain, and motivate highly talented executives. The programs consist of the following elements:Base salaries that are targeted at median salary levels for similar positions at a selected group of comparable companies;25Short term incentive compensation that is paid in cash upon the successful accomplishment of the Company's annual business and financial objectives;Long term equity compensation that vests over multi-year periods, a portion of which include performance criteria tied to the achievement of corporate financial performance goals over rolling three-year performance periods;Total compensation (cash and long-term equity compensation) that is targeted at the median level of total compensation for comparable positions at a selected group of comparable companies;A “clawback” policy that permits the Company to recover incentive compensation from executive officers to the extent such compensation would have been lower due to restated financial results;A policy that prohibits our directors, named executive officers, and other executive officers from hedging the economic interest in the Company securities that they hold;A policy that prohibits our directors, named executive officers, and other executive officers, from purchasing securities on margin or pledging Company securities as collateral for a loan;Significant stock ownership guidelines that align executives' interests with those of stockholders;Qualified retirement plans that provide benefits commensurate with perceived market practices and that are generally available to all other employees of the Company; andLimited perquisites, termination benefits, and nonqualified savings and retirement plans that are in line with perceived market practices.The Company also maintains a strong risk management program, which includes our Human Resources Committee's oversight of the ongoing evaluation of the relationship between our compensation programs and risk. The Committee consults with and is advised by an independent compensation consultant that does not provide any services to management and that had no prior relationship with management prior to engagement.Pay for PerformanceThe Company emphasizes pay for performance by placing a majority of our named executive officer group’s total compensation at risk through the short term and long term incentive plans. Total compensation includes the sum of base salary, target short term incentive plan opportunity, and target long term compensation plan opportunity. The graph below shows the mix of fixed (base pay) and at risk pay for the named executive officers for 2014:
(1)Reflects target annual total direct compensation (i.e., excludes special one-time bonuses, severance payments, and equity grants such as promotional/recruitment grants).Shareholder Advisory Voting on Executive CompensationAt our 2014 annual meeting of stockholders, our stockholders expressed their continued support of our executive compensation programs by approving our non-binding advisory vote on our executive compensation, with 91% of the stockholders casting votes voting for the proposal. In 2014, we reviewed our executive compensation programs, considering the results of the advisory vote on our executive compensation programs. Following such review and assessment, we made no significant changes to our executive compensation program. We continue to believe that our executive compensation programs are designed to support our business strategies and are in line with our compensation philosophy. We value feedback from our stockholders on this matter.26Oversight of the ProgramsThePhilosophyof the Company's Board (the “Committee”) oversees the Company's executive compensation programs, operating under a Committee charter that is reviewed annuallyreviews and approved by the Board. All members of the Committee are independent directors. The Committee operates with the assistance of an executive compensation consultant, who is engaged on an annual basis and is also independent of the Company and management.The Committee approves the elements of the Company's executive compensation programs that cover the named executive officers with the exception of the Chief Executive Officer (“CEO”), whose compensation is reviewed and recommended by the Committee and approved by the independent members of the Board. The Committee is comprised of Mr. Kenneth H. Traub (Chairman), Mr. Reuben S. Donnelley, Mr. James D. Kelly, and Mr. Jonathan B. Mellin. Prior to his resignation from the Board in October 2014, Mr. Patrick J. Herbert, III was also a member of the Committee. Mr. Traub was elected to serve on the Committee as of March 17, 2015, and as its Chairperson on April 23, 2015. The Board has determined that all of the Committee members are independent directors under the applicable NYSE and SEC rules. In addition, none of the Company's executive officers serves as a director of any company where an executive officer of that other company serves on the Committee.Compensation ConsultantFor 2014, the Committee engaged a compensation consultant, Pearl Meyer & Partners (“PM&P”), to provide advice on matters for which the Committee is responsible, and pursuant to this engagement, PM&P provided the following:Review of the Company's executive compensation program designs and levels, including the mix of total compensation elements, compared to industry peer groups and broader market practices;Information on emerging trends and legislative developments in executive compensation and implications for the Company;Review of the Company's 2014 executive compensation programs, including performance measures and the structure of equity awards under our Long Term Compensation Plan;Review of the Company's executive stock ownership guidelines, compared to industry peer groups and broader market practices; andReview of the Company's director compensation program compared to industry peer groups and broader market practices.The Committee met with PM&P throughout 2014 to review its advice in these areas. In accordance with NYSE rules under the Dodd-Frank Act on adviser independence, the Committee also reviewed the relevant factors contained in the NYSE rules and assessed PM&P's independence, concluding that PM&P's engagement did not raise any conflicts of interest. The Committee has the authority to determine the scope of PM&P's services and retains the right to terminate its engagement at any time. PM&P did not perform any additional services for the Company in 2014.Executive Compensation PhilosophyIn 2014, the Committee reviewed and approved the Company'sCompany’s overall Compensation Philosophy and Strategy. Pay for performance is an essential element of the Company'sCompany’s executive compensation philosophy. The Company'sCompany’s executive compensation programs are designed so that a significant portion of an executive'sexecutive’s compensation is dependent upon the performance of the Company. Measures of financial performance for short termshort-term and long termlong-term incentive programs, and the use of equity, are intended to align compensation with the creation of stockholder value. Threshold, target, and maximum performance goals under incentive programs are selected so as to generate minimum, target, or maximum payouts, commensurate with performance, respectively.named executive officersNamed Executive Officers that is competitive with the total compensation opportunity offered to executives with similar responsibilities at comparable companies, also known as the “market median guideline.” Actual compensation will differ from the targeted opportunity based on actual Company performance. Total compensation is the aggregate of the following categories: (i) base salary; (ii) short termshort-term incentive compensation; and (iii) long termlong-term incentive compensation. In reviewing the executive officers'Named Executive Officers’ target total cash compensation and total direct compensation opportunities, the Human Resources Committee uses the fiftieth percentile of the competitive market data (“market median,” as described below) as a guideline. In 2014,2015, based on Company performance and corresponding incentive plan achievement, the actual total cash compensation and actual total direct compensation of the named executive officersNamed Executive Officers was below market median. Other factors considered by the Human Resources Committee in setting each executive'sNamed Executive Officer’s opportunity are experience, internal equity (rational linkage between job responsibilities and total compensation opportunities across all jobs within the Company), individual executive performance, and the alignment between Company performance and executive pay.27publicly tradedpublicly-traded corporations that operate either in the metals industry or in the distribution of industrial products, with market capitalization and/or revenue similar to the Company’s and with which we compete for executive talent. Adjustments are made to the Compensation Peer Group biennially baseda focus on those considerations. As a result of the acquisition of Metals USA Holdings Corp. by Reliance Steel & Aluminum Co., and upon recommendation of PM&P, the Committee updated thethat have similar business models to Castle. The Compensation Peer Group for 2015 remained the same as 2014, by removing Metals USA Holdings Corp. and adding The Timken Company and Global Brass and Copper Holdings.The entire Compensation Peer Group for 2014 consisted of the following 13 companies:Applied Industrial Tech, Inc. Olympic Steel Inc.Quanex Building Products CorporationKaman Corporation Carpenter Technology Corp. Quanex BuildingSchnitzer Steel Industries, Inc.Lawson Products, CorporationInc.Gibraltar Industries, Inc. Schnitzer SteelShiloh Industries, Inc.The Timken Company Global Brass and Copper Holdings Shiloh Industries, Inc.Haynes International, Inc. The Timken CompanyKaman CorporationWorthington Industries, Inc. Lawson Products,Olympic Steel Inc. 22 2016 Proxy Statement The Committee also considers compensation data for similar-sized companies covered in general industry compensation surveys. The compensation data utilized varies depending on each executive's position and responsibility, and generally covers companies with revenue similar to thatCompany.Processapproved 2014oversees our executive compensation plans for all of the Company's executive officers, except for the compensation plan of the CEO which was recommended by the Committeeprograms, operating under a charter that is reviewed annually and approved by the independentBoard. All members of the Board inHuman Resources Committee are required to be independent and non-employee directors under the applicable NYSE and SEC rules. The Human Resources Committee operates with the assistance of an executive session. The CEO did not participate incompensation consultant, who is engaged on an annual basis and is also independent of the Committee's or the Board's deliberations or decisions with regard to his compensation.The Company utilizesCEO'sCEO’s recommendation for any changes in the executive officers'officers’ compensation.CEO'sCEO’s performance review of the executive officers addresses each executive'sexecutive’s performance relative to established financial and personal objectives and specific project assignments, and includes a review of the following leadership competencies: strategic driving cross-functional decision talent engaging businessfinancialother relevant subject matter acumen. The individual objectives for each executive officer, other than the CEO, are determined by the CEO.Committee then approves the compensation for the named executive officers, other than the CEO. TheHuman Resources Committee also reviews and approves the material terms of any employment, severance, and change in controlchange-in-control agreements with named executive officers, other than the CEO,Named Executive Officers, with a view to approving terms that are competitive in the marketplace and that serve to attract, motivate and retain executives.Chairman of the Board holds a meetingmeets in executive session with the CEO to discuss the CEO'sCEO’s prior year performance, and to identify tentative goals and objectives for the CEO for the upcoming year. After this meeting, the Chairman of the Board solicits input from all Board members. The Chairman of the Board then reports the results of the meeting with the CEO to the Committee and shares feedback from other non-Committee directors. named executive officers,Named Executive Officers, the Human Resources Committee also takes into accountconsiders individual performance, Company performance, and the analysis of its executive compensation consultant.28 then develops recommendations for CEO compensation and goals and objectives for the upcoming year for consideration by the Board.CEO'sCEO’s goals and objectives for the upcoming year.Components The independent members of the Executive Compensation ProgramsBoard then meet with the CEO. 23 2016 Proxy Statement executive officers, including the named executive officers.Named Executive Officers. In each case, the Human Resources Committee took into account the CEO'sCEO’s recommendation, as well as experience, internal equity, the performance of each executiveNamed Executive Officer during the year, and external competitive compensation data. The Human Resources Committee made the following decisions regarding the base pay of the Named Executive Officers in 2015:February 2014,July 2015, the Board voted to substantially redesign the STIP to focus on the Company’s immediate priorities—the completion of the Company’s refinancing and wholesale improvements to the financial condition of the Company. Accordingly, and as previously disclosed, the Board reduced each Named Executive Officer’s cash STIP opportunity (other than Mr. Garrett’s opportunity, which related to the performance of a Company subsidiary, Total Plastics, Inc. (“TPI”), and which remained unchanged) to 40% of the original target cash award. The Board also approved stock option awards under the STIP for each Named Executive Officer (other than Mr. Garrett) with a grant date fair value equal to approximately 18% of the original target cash award.(other than Mr. Dolan) received salary increases ranging from 0% to 5%, effective April 7, 2014,who were actively employed at the time of grant are shown below in detail (Messrs. Dolan and Letnich did not receive 2015 STIP awards because their employment with an average salary increase for the executive officer group as a wholeCompany terminated before such awards were granted, and thus, they are not included in the summary below): Name Original Target
Bonus
OpportunityJuly 2015
Target Cash
Bonus
Opportunity
Stock Option
Award (#)Stock Option
Award Grant
Date ValueSteven Scheinkman(1) $576,148 $230,459 50,000 $105,000 Patrick Anderson $165,000 $66,000 14,100 $29,610 Marec Edgar $187,000 $74,800 15,900 $33,390 Thomas Garrett(2) $99,502 $99,502 — — Ronald Knopp $165,000 $66,000 14,100 $29,610 (1) Mr. Scheinkman’s target cash award opportunity under the 2015 STIP was prorated based on his April 16, 2015 start date as President and Chief Executive Officer. (2) The performance measures applicable to Mr. Garrett’s 2015 STIP opportunity were EBITDA, On-Time Delivery, and Days’ Sales in Inventory for TPI for the year. 24 2016 Proxy Statement 2%. In September 2014, Mr. Patrick Anderson received a 5% base salary increasethe Company’s refinancing efforts, the Board approved generally enhanced payouts under the 2015 STIP, in connectionrecognition of the significant achievements made by our Named Executive Officers in improving the Company’s overall financial health and the substantial advancements made with his appointmentrespect to the interim CFO role.Mr. Dolan's base salary was reviewed in February 2014 as partoperational restructuring of the annual executive officer base salary review process. At that time,Company and the independent membersdivestiture of the Board, upon recommendation of the Committee, did not take any action on his base salary.In February 2015, the Committee reviewed the base salaries of the named executive officers (other than Messrs. Glynn,various Company business segments (both completed and Stephens and Ms. Scharm, who separated employment from the Companythen in May 2014, September 2014, and May 2014, respectively) and did not approve any base salary increases for 2015 at that time. Upon recommendation of the Committee, the independent members of the Board kept Mr. Dolan’s base salary unchanged from 2014.Short Term Incentive Compensation Plan (STIP)Short term incentive compensation is provided under the Company's STIP. This is a performance-based plan that is used to provide opportunities for annualprogress). The cash bonuses to the Company's executive officers and other select managers. Approximately 106 employees participated in the STIP in 2014. All STIP awards described below are subject to the terms of the Company's 2008 Omnibus Incentive Plan (the “Plan”), which waspayouts ultimately approved by the Company's stockholders.In February 2014,Board under the Committee (or2015 STIP are provided in the case of the CEO, the independent members of the Board) assigned each named executive officer a threshold, target, and maximum STIP award opportunity after a review of the competitive data and with the assistance of PM&P. 2014 STIP award opportunities, as a percentage of annual base salary, were maintained at the prior year’s levels for each of our named executive officers, except that Mr. Dolan’s target STIP opportunity was increased from 100% to 125% in order to further incentivize near-term improvements in corporate performance and Mr. Stephens’ STIP opportunity was reduced to a level comparable to his STIP opportunity before his assumption of the role of interim CEO in 2012. Each executive's award opportunity is subject to an individual performance modifier (“Performance Modifier”), either an increase for superior performance of individual objectives or a decrease for sub-par performance of such objectives, as was the case in 2013. The following table sets forth the STIP award opportunities for 2014, as a percentage of annual base salary, at threshold, target, maximum and maximum with the Performance Modifier for the named executive officers:Name Threshold Target Maximum Scott J. Dolan 0% 125% 250% 300% Scott F. Stephens 0% 55% 110% 132% Patrick R. Anderson 0% 40% 80% 96% Marec E. Edgar 0% 40% 80% 96% Thomas L. Garrett 0% 40% 80% 96% Kevin H. Glynn 0% 40% 80% 96% Stephen J. Letnich 0% 55% 110% 132% Anne D. Scharm 0% 40% 80% 96% 29The Committee established the following performance measures for the 2014 STIP for all of our named executive officers, other than Mr. Garrett:Name Actual 2015 STIP Cash Payout 2014 STIPPerformance MeasuresWeighting$230,459Adjusted EBITDA (defined below)Patrick Anderson50%$165,000Average day sales outstanding in inventory (“DSI”)Marec Edgar25%$187,000On-Time DeliveryThomas Garrett (2)25%—Ronald Knopp $165,000 In order to focus on operational profitability, the Committee uses adjusted EBITDA, which is a non-GAAP measure defined by the Company as net income (loss) before provision for income taxes plus depreciation and amortization, and interest expense, less interest income, and excluding restructuring, the impact of unrealized gains and losses on commodity hedges and loss on extinguishment of debt due to bond buy backs, net of tax (“Adjusted EBITDA”). The Committee continues to use DSI (average days sales outstanding in inventory for any consecutive 90-day period during the second half of the year) as a STIP component in 2014 to further support the Company's inventory reduction goals. Also, recognizing the importance of customer service in retaining existing customers and as a means to increase sales, on-time delivery continues to be used as a performance measure.In general, the Committee strives to establish target levels of performance consistent with Company's internal business plan. The level of performance to attain a threshold payment is generally set at a minimally acceptable level of results at which the Committee believes an incentive payment is appropriate. The level of performance to attain a maximum payment is generally set at a level of performance that the Committee deems truly superior. (1) The Board determined to pay Mr. Scheinkman’s 2015 STIP award at his July 2015 target amount. (2) In lieu of a payout under the 2015 STIP and pursuant to the retention agreement entered into on February 15, 2016 (described in more detail in the section below entitled, “Retention Agreements”), Mr. Garrett received a $100,000 cash bonus, which was contingent upon his remaining employed by the Company through the earlier of April 1, 2016, or a sale of TPI. named executive officersNamed Executive Officers as a group (other than Mr. Garrett), expressed as a percentage of target opportunity, for the last three years: 10% in 2012; 2013; and 20132014.2014
59% in 2015Garrett’s 2014Garrett, who is no longer employed by the Company following the completion of the sale of TPI in March 2016) with the Company’s current goals, in February 2016, the Board approved the 2016 STIP with performance measures aretied directly to: (1) de-leveraging the Company’s balance sheet and reducing interest expense through strategic asset sales completed at maximized value; and (2) improving the near-term profitability of the Company by ensuring cash-positive operating performance. Specifically, 60% of the Named Executive Officers’ 2016 STIP opportunity will be based on the same criteria and relative percentages as the overall corporate objectives, but as they applytotal gross value delivered to the resultsCompany (and subsequently used for debt reduction) via the sale of pre-defined strategic assets; the remaining 40% of the Plastics segment. The actual overallNamed Executive Officers’ 2016 STIP payout percentages achieved by the Plastics segment, expressed as a percentage of target opportunity for the last three years were: 17.5% in 2012; 83.8% in 2013; and 95.2% in 2014.At the corporate level, the threshold, target, and maximum performance goals for 2014 in the areas of Adjusted EBITDA, DSI, and On-Time Delivery are shown below.Measurement Threshold Target Maximum Adjusted EBITDA $50 million $60 million $80 million DSI 150 days 140 days 120 days On-Time Delivery 93% 94% 95% If a threshold is not reached, no amount is earned for that portion of the performance goal. The Committee (or in the case of the CEO, the independent members of the Board, upon recommendation of the Committee) has discretion to increase or decrease individual awards based on corporate results or other factors prior to payment and to award discretionary bonuses. Voluntary or involuntary termination (other than for Good Reason or not for Cause, as defined below) of active employment prior to the payout of the award disqualifies an executive from receiving the STIP payment, except in the case of retirement, disability, or death, in which case the award is prorated.Based on 2014 Company performance, there were no payouts under the 2014 STIP for our named executive officers other than Mr. Garrett, whose STIP iswill be based on the Company’s achievement of cash-positive operating performance ofin 2016. 25 2016 Proxy Statement Plastics segment. At the corporate level, Adjusted EBITDA used to determine the 2014 STIP payout was $(16.9) million. For 2014, the Company's DSINamed Executive Officers, and On-Time Delivery metrics for purposes of the 2014 STIP were 169.4 days and 91.0%, respectively. For 2014, the Company's Plastics segment exceeded the threshold for Adjusted EBITDA performance, did not meet the threshold for DSI performance, and exceeded the maximum performance level for On-Time Delivery.30STIP awards are typically paid in the first quarter after the prior year's financial audit is completed and earned amounts are approved by the Committee, or, in the case of the CEO, by the independentselect members of the Board.Long Term Incentive Compensation Plan (LTCP)Long term incentive compensation is provided under the Company's LTCP, which is usedmanagement, to provide opportunities for equity awards to executive officers and other select managers based upon the achievement ofreward performance or tenure goals established by the Committee. The current LTCP consists of restricted stock units which vest over multi-year periods and performance share units tied to achievement of corporate financial performance goals.a three-year time period. Equity-based compensation remains an important component of the Company'sCompany’s overall compensation strategy to align the interests of our executive officersNamed Executive Officers with the interests of our stockholders and serves as an important tool for the Company with respect to attracting and retaining executive talent. Approximately 65 employees participated in the LTCP in 2014.performance share unitsawards are granted annually at the discretion of the Human Resources Committee (or, in the case of the CEO, the Board). The Human Resources Committee approves a specific long term compensation targetLTCP award opportunity for each executive officer with(with the exception of the CEO, whose specific long term target opportunity under the LTCP is reviewed and recommended by the Human Resources Committee and approved by the independent members of the Board. Payment of the performance share unit awards is based upon the Company's attainment of pre-established performance goals over three-year overlapping performance periods. The target number of performance share units for a performance period is determined by dividing the long term incentive compensation target by the average closing share price of the Company's common stock during the sixty calendar day period prior to and including the date of approval of the LTCP award. The Committee (or in the case of the CEO, the Board) approves target awards for the named executive officers, and it also approves the performance measures and weightings, performance goals and calibration of shares earned over the payout range between the threshold, target and maximum opportunities.. All LTCP awards described below are subject to the terms of the Plan, which was previously approved by the Company'sCompany’s stockholders. A descriptionour LTCP awards in each of 2012, 2013, and 2014 follows.2012 LTCP Award. In 2012, half the performance measure for thestock units, which used to be a component of the LTCP, with non-qualified stock options, in addition to time-based restricted stock units. Accordingly, our 2015-2017 LTCP was comprised of one-third restricted stock units and two-thirds non-qualified stock options. Approximately 50 employees were granted awards madeunder the 2015-2017 LTCP. Name Restricted Stock
Units Award
AwardStock Option
Award Grant
PriceSteven Scheinkman 65,000 180,000 $3.92 Patrick Anderson 7,394 36,505 $3.92 Marec Edgar 11,454 41,373 $3.92 Thomas Garrett 7,914 24,216 $3.92 Ronald Knopp 9,147 36,505 $3.92 share units wasshares and one-third time-based restricted stock units.stockholdershareholder return (“RTSR”) and 50% return on invested capital (“ROIC”). RTSR was measured against a groupPayout of peer companies either in the metals industry or inperformance shares is based on the industrial products distribution business (the “RTSR Peer Group”) over the three-year performance period. The RTSR Peer Group for the 2012-2014 performance period, as established by the Committee, consistsattainment of the following 26 companies:· RTSR threshold is the 25th percentile · ROIC threshold is 4.5% · RTSR target is the 50th percentile · ROIC target is 6.0% AEP Industries Inc.Gibraltar Industries, Inc.·Reliance Steel & Aluminum Co.RTSR maximum is the 75th percentile· ROIC maximum is 7.5% AK Steel Holding Corporation Haynes International, Inc.26RTI International Metals, Inc.2016 Proxy StatementAllegheny Technologies Inc.Kaman CorporationSchnitzer Steel industries, Inc.Amcol International Corp.Lawson Products, Inc.Steel Dynamics, IncApplied Industrial Technologies, Inc.MSC Industrial Direct Co., Inc.Stillwater Mining CoCarpenter Technology Corp.Nucor Corp.Texas Industries Inc.Cliffs Natural Resources Inc.Olin Corp.United States Steel Corp.Commercial Metals CompanyOlympic Steel, Inc.Worthington Industries, Inc.Fastenal CompanyQuanex Building Products Corporation other half ofHuman Resources Committee approves the performance measure for the 2012-2014measures, weightings, performance period was based on modified return on invested capital (“Modified ROIC”). The Modified ROIC measure was based on a cumulative three-year averagegoals, and calibration of shares earned over the performance period, excluding the impact of any unrealized gainspayout range between threshold, target and losses on conversion option derivative liability associated with the Company's convertible bonds, as allowed by the Plan and approved by the Committee.maximum opportunities. The performance measures and weightings for the performance share unitRTSR peer group was previously disclosed in our 2015 Proxy Statement.20122014-2016 LTCP were set as shown below.2012 LTCPPerformance MeasuresWeightingRTSR50%Three-year average Modified ROIC50%31The Company's weighted average cost of equity and cost of debt was established as the threshold level of performance for the three-year average Modified ROIC performance measure. For 2012, the three-year average Modified ROIC can be calculated as follows:
where $570,187,000 represents the sum of (i) the Company's market capitalization as of December 31, 2011, based on the 60-day trailing average price of the Company's common stock, plus (ii) the book value of the Company's long-term debt as of December 31, 2011.The Committee maintained the target value mix of the LTCP as 67% performance share units, and 33% time-based restricted stock units.granted to each Named Executive Officer, other than Mr. Letnich joined the Company in July 2013, and Mr. EdgarScheinkman, who joined the Company in April 2014,2015, is shown below: Performance Shares Name Restricted
Stock UnitsThreshold Target Maximum Patrick Anderson 3,002 3,007 6,013 12,026 Marec Edgar 4,937 4,944 9,888 19,776 Thomas Garrett 3,374 3,380 6,759 13,518 Ronald Knopp 3,632 3,638 7,275 14,550 Scott Dolan(1) 29,979 30,025 60,049 120,098 Stephen Letnich(1) 8,118 8,130 16,259 32,518 (1) Outstanding awards forfeited upon departure from the Company. neither received a 2012 LTCP award. The table below summarizes each named executive officer's target award opportunity as a percentage of base salary and theone-third time-based restricted stock unit and performance share unit award opportunity established for the 2012-2014 performance period:2012 LTCP Awards Name Target award opportunity as a % of Base Salary Restricted Stock Units (#) Performance Share Units (#) Threshold Target Maximum 200% 0 28,812 57,624 115,248 140% 15,400 15,400 30,800 61,600 Patrick R. Anderson 55% 3,500 3,550 7,100 14,200 Thomas L. Garrett 50% 3,700 3,700 7,400 14,800 75% 5,100 5,150 10,300 20,600 75% 4,600 4,550 9,100 18,200 Restricted stock unit awards made in conjunction with the 2012 LTCP vest 100% at the end of the three-year performance period, provided the executive remains in the employment of the Company through the vesting date. Each restricted stock unit that becomes vested entitles the participant to receive one share of the Company's common stock or, at the discretion of the Committee; payment may be made in cash.With respect to performance share unit awards made in conjunction with the 2012 LTCP:•The threshold, target, and maximum performance levels for RTSR are the 25th, 50th, and 75th percentile, respectively, relative to RTSR Peer Group performance over the performance period; and32Threshold, target and maximum payouts under the Modified ROIC performance measure are based on obtaining the respective Modified ROIC performance levels on a cumulative three-year average basis over the performance period. The threshold, target and maximum performance levels for Modified ROIC are 13%, 14%, and 17%, respectively. The Committee established the threshold level of performance equal to the Company's then-current Weighted Average Cost of Capital (‘WACC”). Levels of performance to attain target and maximum payouts were set consistent with the Company's internal business plan.In February 2015, the Committee reviewed the extent to which the RTSR and Modified ROIC performance goals were satisfied for the 2012-2014 performance period and determined that the Company’s performance relative to RTSR Peer Group performance was at the 8th percentile and the Modified ROIC was 1.5%. Therefore, RTSR performance and Modified ROIC performance were below the threshold levels. Based on Company performance against these performance goals, the named executive officers did not receive any payments with respect to the performance share units under the 2012 LTCP.LTCP Award. In 2013, it was determined thatPerformance Measuresweightings for50% Three-Year Modified ROIC. Payout of the performance share unit awards under the 2013 LTCP should remain unchanged from 2012. The RTSR for 2013shares was based on the sameattainment of the following goals over a three-year period.· RTSR threshold is the 25th percentile · ROIC threshold is 10% · RTSR target is the 50th percentile · ROIC target is 11.5% · RTSR maximum is the 75th percentile · ROIC maximum is 13.5% that was usedpreviously disclosed in 2012. The performance measuresour 2015 Proxy Statement.weightings forfollowing the Human Resources Committee’s review of the attainment of the performance share unit awardsgoals under the 20132013-2015 LTCP, the following awards were set as shown below. As in 2012,paid out to the Modified ROIC measureNamed Executive Officers, other than Mr. Scheinkman and Mr. Edgar, who both joined the Company after the grant date for 2013 is based on a cumulative three-year average over the performance period, and excludes the impact of any unrealized gains and losses on conversion option derivative liability associated with the Company's convertible bonds.Name Restricted Stock Units Performance Shares(1) 2013 LTCPPerformance MeasuresWeighting2,300— RTSRThomas Garrett50%2,900— Three-year average Modified ROICRonald Knopp50%2,700— Scott Dolan (2) 17,342 — Stephen Letnich (3) — — The performance levels for the three-year average Modified ROIC performance measure was adjusted from the prior period to take into consideration the Company's internal business plan. For 2013, the three-year average Modified ROIC can be calculated as follows:
where $596,025,000 represents the sum of (i) the Company's market capitalization as of December 31, 2012, based on the 60-day trailing average price of the Company's common stock, plus (ii) the book value of the Company's long-term debt as of December 31, 2012.With respect to the outstanding LTCP performance share units, upon the completion of the three year performance period, the Committee will determine the extent to which the performance goals were satisfied. Each performance share unit represents a right to receive one share or its value in cash. The performance share units are paid in shares or in cash, as determined by the Committee, in February of the year that follows the end of the performance period. Unless covered by a specific change in control or severance agreement, a participant whose employment is terminated for any reason during the performance period forfeits any award. (See the “Executive Compensation and Other Information - Potential Payments Upon Termination or Change-in-Control” section below.)For 2013, the Committee maintained the target value mix of the LTCP as 67% performance share units, and 33% time-based restricted stock units. In March 2013, target share awards and performance goals for the 2013-2015 performance period were established. Mr. Edgar joined the Company in April 2014 and did not receive a 2013 LTCP Award. The table below summarizes each named executive officer's target award opportunity as a percentage of base salary and the restricted stock unit and performance share unit award opportunity established for the 2013-2015 performance period.332013 LTCP Awards Name Target award opportunity as a % of Base Salary Restricted Stock Units (#) Performance Share Units (#) Threshold Target Maximum 200% 26,000 26,050 52,100 104,200 120% 9,600 9,600 19,200 38,400 Patrick R. Anderson 55% 2,300 2,350 4,700 9,400 Thomas L. Garrett 60% 2,900 2,950 5,900 11,800 75% 3,400 3,400 6,800 13,600 Stephen J. Letnich 110% 5,900 5,900 11,800 23,600 75% 3,300 3,300 6,600 13,200 (2) As a result of Mr. Stephens’ resignation of employment from the Company, all of his restricted stock unit and performance share unit awards under the 2013 LTCP were forfeited in September 2014. (3) As a result of Mr. Glynn’s separation of employment from the Company, all of his restricted stock unit and performance share unit awards under the 2013 LTCP were forfeited in May 2014. (4) As a result of Ms. Scharm’s separation of employment from the Company, all of her restricted stock unit and performance share unit awards under the 2013 LTCP were forfeited in May 2014. Restricted stock unit awards made in conjunction with the 2013 LTCP vest 100% at the end of the three-year performance period, provided the executive remains in the employment of the Company through the vesting date. Each restricted stock unit that becomes vested entitles the participant to receive one share of the Company's common stock or, at the discretion of the Committee; payment may be made in cash.With respect to performance share unit awards made in conjunction with the 2013 LTCP:(1) The Human Resources Committee reviewed the extent to which the performance measures were met and determined that the Company’s RTSR performance was below the 25th percentile and the Modified ROIC was below 10%. As the results were below the threshold goals, there were no performance shares paid out under the 2013-2015 LTCP. (2) Represents a prorated payout of the 2013-2015 LTCP RSUs, pursuant to Mr. Dolan’s Separation Agreement. (3) Shares were forfeited upon Mr. Letnich’s departure from the Company. • The threshold, target and maximum performance levels for RTSR are the 252016 Proxy Statementth, 50th and 75th percentile, respectively, relative to RTSR Peer Group performance over the performance period; andThreshold, target and maximum payouts under the Modified ROIC performance measure are based on obtaining the respective Modified ROIC performance levels on a cumulative three-year average basis over the performance period. The threshold, target and maximum performance levels for Modified ROIC are 10%, 11.5%, and 13.5%, respectively. Levels of performance to attain threshold, target, and maximum payouts were set consistent with the Company's internal business plan. The Committee also took into consideration the Company's then-current WACC in establishing the maximum level of performance.2014 LTCP Award. The Committee maintained the target value mix of the LTCP as 67% performance share units, and 33% time-based restricted stock units. The performance measures and weightings for the performance share unit awards under the 2014 LTCP remained unchanged from 2013. However, for 2014, the Committee made certain changes to the RTSR Peer Group for the 2014-2016 performance period, by removing Fastenal Company and adding Universal Stainless and Alloy Products Inc. Following these changes, the 2014 LTCP RTSR Peer Group consists of the following 27 companies:34AEP Industries Inc.Gibraltar Industries, Inc.Reliance Steel & Aluminum Co.AK Steel Holding CorporationHaynes International, Inc.RTI International Metals, Inc.Allegheny Technologies Inc.Kaman CorporationSchnitzer Steel industries, Inc.Alloy Products, Inc.Lawson Products, Inc.Steel Dynamics, IncAmcol International Corp.MSC Industrial Direct Co., Inc.Stillwater Mining CoApplied Industrial Technologies, Inc.Nucor Corp.Texas Industries Inc.Carpenter Technology Corp.Olin Corp.United States Steel Corp.Cliffs Natural Resources Inc.Olympic Steel, Inc.Universal Stainless Steel Corp.Commercial Metals CompanyQuanex Building Products CorporationWorthington Industries, Inc.The performance measures and weightings for the performance share unit awards under the 2014 LTCP were set as shown below. For 2014, the ROIC measure is based on net operating profit after taxes (excluding interest and investment earnings and earnings from discontinued operations) divided by Invested Capital. Invested Capital is defined as net assets minus non-interest bearing current liabilities, cash and marketable securities, and assets attributable to discontinued operations. This result is divided by 3.2014 LTCPPerformance MeasuresWeightingRTSR50%ROIC50% The performance levels for the ROIC performance measure were adjusted from the prior period to take into consideration the Company’s internal business plan.With respect to the outstanding LTCP performance share units, upon the completion of the three-year performance period, the Committee will determine the extent to which the performance goals were satisfied. Each performance share unit represents a right to receive one share or its value in cash. The performance share units are paid in shares or in cash, as determined by the Committee, in February of the year that follows the end of the performance period. Unless covered by a specific change in control or severance agreement, a participant whose employment is terminated for any reason during the performance period forfeits any award. (See the “Executive Compensation and Other Information - Potential Payments Upon Termination or Change-in-Control” section below.)In March 2014, target share awards and performance goals for the 2014-2016 performance period were established. The table below summarizes each named executive officer's target award opportunity as a percentage of base salary and the restricted stock unit and performance share unit award opportunity established for the 2014-2016 performance period.352014 LTCP Awards Name Target award opportunity as a % of Base Salary Restricted Stock Units (#) Performance Share Units (#) Threshold Target Maximum 200% 29,979 30,025 60,049 120,098 110% 10,147 10,162 20,324 40,648 Patrick R. Anderson 60% 3,002 3,007 6,013 12,026 Marec E. Edgar 75% 4,937 4,944 9,888 19,776 Thomas L. Garrett 60% 3,374 3,380 6,759 13,518 75% 4,022 4,028 8,055 16,110 Stephen J. Letnich 110% 8,118 8,130 16,259 32,518 75% 3,995 4,002 8,003 16,006 Restricted stock unit awards made in conjunction with the 2014 LTCP vest 100% at the end of the three-year performance period, provided the executive remains in the employment of the Company through the vesting date. Each restricted stock unit that becomes vested entitles the participant to receive one share of the Company's common stock or, at the discretion of the Committee; payment may be made in cash.With respect to performance share unit awards made in conjunction with the 2014 LTCP:•The threshold, target and maximum performance levels for RTSR are the 25th, 50th and 75th percentile, respectively, relative to RTSR Peer Group performance over the performance period; andThreshold, target and maximum payouts under the ROIC performance measure are based on obtaining the respective ROIC performance levels over the performance period. The threshold, target, and maximum performance levels for ROIC are 4.5%, 6.0%, and 7.5%, respectively. Levels of performance to attain threshold, target, and maximum payouts were set consistent with the Company's internal business plan. The Committee also took into consideration the Company's then-current WACC in establishing the maximum level of performance.generallyprimarily relies uponon the established LTCP and STIP for long-term and short-term incentives for our executive officers. In limited circumstances, the Company uses awards of restricted stock, restricted stock units, and discretionary cash awards in connection with executive recruitment, for retention purposes, or in recognition of executive promotions or performance.Awards.Agreement· A retention bonus equal to 75% of his annual base salary, which was payable within 30 days following the closing of a transaction or series of transactions in which all or substantially all of the assets or common stock of TPI were sold, transferred, or otherwise disposed of (a “Sale of TPI”) before the first anniversary of the effective date of the agreement. Mr. Garrett was required to remain employed by TPI or an affiliate thereof through such a sale in order to receive the retention bonus (he was also entitled to receive the retention bonus in the event that his employment was terminated without “cause” or for “good reason,” as such terms are defined therein, during the term of the agreement and before a Sale of TPI). · A lump sum “enterprise value escalator” if the gross sale price at the closing of a Sale of TPI exceeded the target price established by the Human Resources Committee. Such enterprise value escalator was equal to $1.25 for every $100 by which the sale price realized on a Sale of TPI exceeded the target price, provided that Mr. Garrett remained continuously employed by TPI and the successor thereto for at least 180 days following the Sale of TPI (he was also entitled to receive the enterprise value escalator in the event that his employment was terminated without cause or for good reason after the Sale of TPI, but before 180 days following the Sale of TPI). · Enhanced severance benefits if Mr. Garrett’s employment was terminated (by TPI or its successor) within 24 months following the Sale of TPI without cause or for good reason, equal to the sum of: (i) 1.5 times Mr. Garrett’s annualized base salary, and (ii) the grossed-up cost of 18 months of COBRA continuation coverage at the same level of coverage that Mr. Garrett had elected prior to his termination, payable within 30 days following his termination of employment. Any severance benefits payable under the retention agreement was to be reduced by base salary amounts and COBRA benefits payable under Mr. Garrett’s severance and/or change in control agreements. Mr. Garrett would have been required to timely execute and not revoke a waiver and release of all claims against TPI and its affiliates. · A $100,000 cash payment in lieu of any amount payable to Mr. Garrett under the Company’s 2015 STIP (as noted above) on the earlier of April 1, 2016 or a Sale of TPI, provided that Mr. Garrett had remained continuously employed by TPI or an affiliate thereof until the earlier of such dates. in May 2012, the Committee approved retention awards to certain named executive officers in connection with the Company’s CEO leadership transition: Mr. Stephens received a retention award of $100,000 payable in cash upon continued employment through June 1, 2013, and 7,994 shares of restricted stock that would have vested in full had he continued employment through December 31, 2014; Mr. Patrick Anderson received a retention award of $75,000 payable in cash upon continued employment through June 1, 2013; and Ms. Scharm received a retention award of $75,000 payable in cash upon continued employment through June 1, 2013. All of the cash retention awards were earned and paid to the named executive officers in 2013. In September 2014, Mr. Stephens forfeited his unvested restricted stock retention award as he did not continue his employment with the Company through the December 31, 2014, vesting date.36Inentered into an employment offer letter dated April 2014, the Committee awarded16, 2015, with Mr. Edgar 5,088 restricted stock units in connection with his recruitment to the Company. The restricted stock units will vest after three years, assuming continued employment by Mr. Edgar through April 1, 2017.Other Cash Awards. In April 2014, the Committee approved a sign-on bonus to Mr. Edgar in the amount of $100,000 payable in cash upon his employment start date. In recognition of Mr. Patrick Anderson’s appointment to the interim CFO role in September 2014, the Committee awarded him a discretionary cash bonus of $20,000 in September 2014, contingent upon continued employment through April 30, 2015.New CEO Arrangements. OnScheinkman, and on April 17, 2015, the Board appointed Mr. Scheinkman to the position of President and Chief Executive Officer, effective immediately. The Company entered into an employment offer letter dated April 16, 2015, with Mr. Scheinkman, including compensation arrangements summarized below.Officer. In accordance with the offer letter, Mr. Scheinkman receives an annual base salary of $650,000 and is eligible for the annual and long-term awards described above. The Company also entered into Severanceseverance and Changechange in Control Agreementscontrol agreements with Mr. Scheinkman, asScheinkman. Such agreements are described below in the section below titledentitled, “Potential Payments Upon Termination or Change in Control”.Control.” 28 2016 Proxy Statement Base SalaryBonus.General Release with Mr. Scheinkman will receive an annual base salary of $650,000 and will be eligible for an annual bonus underDolan, dated April 16, 2015. For more information on this agreement, please see the Company’s STIP with a target amount of 125% of base salary. Both base salary and bonus are subject to annual review.Long-Term Compensation. Mr. Scheinkman will be eligible to participatedescription in the Company’s LTCP, beginningsection below entitled, “Potential Payments Upon Termination or Change in Control.”2015-2017 LTCPInterim Chief Financial Officer role. In May 2015, Mr. Edgar received a $50,000 cash bonus in connection with his performance period. Participation in the plan is subjectwith respect to annual review and actual payout will depend on achievement of performance-based goals which will be establishedpreparing for the three year performance period by the independent members2015 Annual Meeting of the Board. PursuantStockholders. Also in May 2015, Mr. Knopp received a $26,929 cash bonus in recognition of his promotion to Mr. Scheinkman’s offer letter, when the 2015-2017 LTCP is finalized, Mr. Scheinkman will receive the following in accordance with the Company’s 2008 Omnibus Incentive Plan: (i) a grant of 90,000 stock options vesting in equal annual installments, based on his anniversary date, over a three-year period with a ten year expiration; (ii) 65,000 shares of restricted stock that will vest fully on December 31, 2017 and (iii) 65,000 performance share units that will vest based on an EBITDA metric for the performance period. named executive officers with the opportunity to be protected under severance and change in control agreements. Such severance and change in control agreements are summarized below in the section titledentitled, “Potential Payments uponUpon Termination or Change in Control”.The Companymaintains three pension plans:maintain the following retirement plans for our executive officers that are generally available to all non-union, salaried employees.· Salaried Pension Plan and Supplemental Pension Plan (the “Salaried Pension Plan”),who meet certain age and service requirements. We also maintain an unfunded supplemental employee retirement plan (“SERP”(the “Supplemental Pension Plan”) for our executives and senior management, to restorewhich restores benefits lost due to compensation and benefit limitationsbenefits limitation imposed by the IRS on deferrals under the U.S. Internal Revenue Code, and a noncontributory defined benefit pension plan covering eligible non-union hourly employees (the “Hourly Pension Plan”). The Salaried Pension Plan and the Hourly Pension Plan provide benefits to covered individuals satisfying certain age and service requirements, based upon an average earnings and years of service formula.Plan. As of June 30, 2008, the benefits for all participants inunder the Salaried Pension Plan and the HourlySupplemental Pension Plan were frozen.401(k) Savings and Retirement PlanThe Company has a qualified There are no enhanced pension formulas or benefits available to the Named Executive Officers. Refer to the Pension Benefits table below for the value of accumulated pension benefits for the Named Executive Officers.· 401(k) Savings and Retirement Plan States. The named executive officersStates who work full-time. There are eligibleno enhanced 401(k) benefits available to participate in the same manner as all other employees covered byNamed Executive Officers. Refer to the All Other Compensation Table below for the Company’s contributions to each Named Executive Officer under the 401(k) Plan. Eligible participants are permitted to make contributions to the 401(k) Plan up to limits proscribed by the Internal Revenue Code of 1986, as amended (the “Tax Code”). Beginning in 2008, in conjunction with the Company's decision to freeze its pension plans, the Company instituted a match of 50% for each dollar contributed by an employee, up to 6% of compensation, and began making an additional annual fixed contribution into employees' 401(k) accounts equal to 4% of an employee's base salary. The Company also provided additional transition credits in the form of annual contributions to the 401(k) accounts of 3% of base salary for employees at least 40 years of age with 5 years of service as of June 30, 2008; and 6% of base salary for employees at least 50 years of age with 5 years of service as of June 30, 2008. The transition credits only applied to employees who were participants in our salaried and non-union hourly employees' pension plan prior to June 30, 2008.37In connection with certain cost reduction initiatives implemented by the Company in early 2009, the 401(k) Plan was modified to suspend all contributions by the Company. In 2010, the Company's 50% matching contribution and transition credits were reinstated, while the additional annual fixed contribution remained suspended. In 2011, in lieu of the additional annual fixed contribution, the Company increased its matching contribution to 100% of each dollar contributed by an employee, up to 6% of compensation.In 2014, the Company's contributions to the 401(k) Plan amounted to $15,600, $9,192, $10,559, $8,670, $18,257, $8,597, $15,822 and $4,100 for Messrs. Dolan, Stephens, Anderson, Edgar, Garrett, Glynn, Letnich and Ms. Scharm, respectively.Nonqualified Deferred CompensationThe Company maintains a Supplemental 401(k) Savings and Retirement Plan, in which key employees, including the named executive officers, are eligible to participate. This Supplemental 401(k) Plan (the “Deferred Plan”) is· Supplemental 401(k) Savings and Retirement Plan arrangement createdplan, the Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”), for the Company'sour executive officers and senior executive officers.management. The purpose of the DeferredSupplemental 401(k) Plan is to givehas investment options that mirror our 401(k) Plan and provide participants with the ability to save for retirement with additional tax-deferred funds that otherwise would have been limited due to IRS compensation and benefit limitations. All of the named executive officers participated in the Deferred Plan in 2014, except Mr. Glynn and Ms. Scharm.Eligible employees may elect to defer a portion of their annual base salary and STIP award until a fixed date or upon separation from service. Such elections must be made priorRefer to the start ofAll Other Compensation Table below for the calendar year immediately preceding the calendar year in which the deferral election is effective. Deferred compensation is creditedCompany’s contributions to the participant's deferred compensation account on the date such compensation would otherwise have been paid to the employee.Thoseeach participating in the Deferred Plan select from the same selection of investment funds available in the Company's 401(k) Plan (excluding the Company stock fund) for their deferral investments and are credited with the returns generated. Interest, dividends and capital gains/losses are credited on a daily basis as earned on the amount shown in each participant's deferred compensation account. All funds deferredNamed Executive Officer under the plan and the notional returns generated, however, are assets of the Company. No funds are set aside in a trust or otherwise; the individual executives in the Deferred Plan are considered general unsecured creditors of the Company for payment of their Deferred Plan accounts.Employees who wish to participate identify the amount to be deferred, the investment designation and allocation, the method by which the amounts credited to his or her deferred compensation account are to be paid, the date at which payment(s) of the amounts credited to his or her deferred compensation account is to occur, and the beneficiary designated to receive payment of the amounts credited to the deferred compensation account in the event of a participant’s death prior to distribution.Beginning in 2008, the Company made matching and fixed contributions to a participant's deferred compensation account in an amount determined under the same formula as the Company'sSupplemental 401(k) Plan. In connection with certain cost reduction initiatives implemented by the Company in early 2009, however, the Deferred Plan was modified to suspend all contributions by the Company. Coincident with the changes to the Company's 401(k) Plan, the Company's 50% matching contribution and the transition credits were reinstated under the Deferred Plan in 2010 and, in lieu of the additional annual fixed contribution, in 2011 the Company amended the Deferred Plan to increase the matching contribution to 100% of each dollar contributed by an employee, up to 6% of compensation.In 2014, the Company's contributions to the Deferred Plan amounted to $35,490, $17,362, $4,780, $2,629, $8,898, and $6,148 for Messrs. Dolan, Stephens, Anderson, Edgar, Garrett and Letnich, respectively. Mr. Glynn and Ms. Scharm did not receive any Company contributions under the Deferred Plan.The Company providesofficers, including the named executive officers. These include automobile usage or stipends for all named executive officersofficers:· Automobile usage or stipends. · Phone allowances. 29 2016 Proxy Statement · Personal Excess Liability Coverage policy. · Reimbursement of spousal travel expenses on Company business. · Medical, dental, life insurance, short-term, and long-term disability coverage (standard benefits available to most of our employees). phone allowances.The Company also maintains a Personal Excess Liability Coverage policy for each of our executive officers, including the named executive officers. In addition,personal benefits paid in limited circumstances, a spouse may accompany an executive officer while he or she is traveling on company business, generally to industry-sponsored events. Although this occurs on a very limited basis, the reimbursement of the spouse travel expense is included in taxable compensation for the executive. Amounts and types of perquisites2015 are shown in the footnotes to the Summary Compensation Table.ADDITIONAL EXECUTIVE COMPENSATION INFORMATION AND POLICIES 38The Company also provides health and welfare benefit plans to executives under plans available to most of our employees. These include medical, dental, life insurance, and short- and long-term disability coverage.2015 Compensation DecisionsThe Board is currently evaluating significant changes to the 2015 compensation of the Company’s executive officers that could materially impact some or all of the components of the Executive Compensation Programs described herein. All 2015 compensation actions will be made in accordance with the Company’s 2008 Omnibus Incentive Plan.Additional Executive Compensation PoliciesThe Company maintains executiveCompany'sCompany’s stock by our executive officers, including the named executive officers.Named Executive Officers. The program is designed to further strengthen alignment between the interests of executive management and those of the Company'sCompany’s stockholders. The guidelines currently provide that executive officers reach prescribed stock ownership levels within five years of their appointment as an officer. The total number of shares required to meet the prescribed stock ownership levels is recalculated on December 31 of each year, based on the executive's base salary on that date and the Company's average stock price for the 200 trading days immediately prior to that date. Unexercised, vested stock options are valued at the amount recognized by the Company for financial statement reporting purposes.The ownership guidelines require the CEO to maintain common stock equivalent in value to five times his base salary and the Chief Financial Officer and Chief Commercial Officer to maintain common stock equivalent in value to three times their base salaries. Other executive officers are required to maintain common stock equivalent in value to one time their respective base salaries. following:· Named Executive Officers must reach stock ownership levels (provided in table below) within five years of their appointment as an officer. · Until the Named Executive Officer meets the stock ownership requirement, the Named Executive Officer must retain 100% of the after-tax shares of vested restricted stock and 100% of the net after-tax shares of an option exercise. · After the Named Executive Officer meets the stock ownership requirement, the Named Executive Officer must retain at least 50% of the after-tax shares of vested restricted stock and 100% of the net after-tax shares of an option exercise for a period of six months. · Compliance reports are presented to the Human Resources Committee on an annual basis. · Shares owned outright and beneficially, shares held in nonqualified retirement plans, performance-based shares earned but not yet paid, time-based restricted stock and restricted stock units, and vested stock options count toward satisfaction of the ownership guidelines. Unvested stock options and unearned performance shares do not help satisfy such guidelines. Unexercised, vested stock options are valued at the amount recognized by the Company for financial statement reporting purposes.· Unvested stock options and unearned performance shares do not help satisfy ownership requirements. named executive officer, except for Messrs. Glynn and Stephens and Ms. Scharm, who separated employment from the Company in 2014, and the number of shares ownedNamed Executive Officer actively employed as of December 31, 2014, as calculated in accordance with the ownership guidelines.2015. Name Ownership
Requirement as a
% of Base SalaryNumber of
Shares
Required(1)Number of
Shares
OwnedDate to Meet
RequirementsSteven Scheinkman 500% 883,152 72,500 04/16/2018 Patrick Anderson 300% 244,565 47,961 09/26/2019 Marec Edgar 100% 92,391 21,479 04/01/2019 Thomas Garrett 100% 67,597 57,784 03/05/2014 Ronald Knopp 100% 81,522 29,123 07/02/2018 (1) The ownership value will be calculated based on the executive’s base salary and the “fair market value” of the stock at the time that the ownership value is measured, rather than at the time of the initial acquisition of the stock. For purposes of this valuation, “fair market value” of the stock shall equal the average stock price of the Company’s common stock for the 200-day period prior to the measurement date, and in the 30 2016 Proxy Statement Name Number of Shares Required Date to Meet Requirements 500% 321,146 276,902 10/15/2017 300% 68,893 20,665 09/26/2019 Marec E. Edgar 100% 28,458 10,025 04/01/2019 Thomas L. Garrett 100% 24,581 36,865 03/05/2014 Stephen J. Letnich 300% 96,351 24,098 07/08/2018 (2) Mr. Dolan resigned from the Company on April 16, 2015. (3) Appointed Interim Vice President, Chief Financial Officer and Treasurer on September 26, 2014. The Committee reviews the guidelines annually and monitors each executive officer’s progress toward, and continued compliance with, the approved guidelines.Holding RestrictionsIn 2010, as part of an amendment to the Company's executive stock ownership guidelines, the Committee adopted holding restrictions for restricted stock and stock options for the executive officers, including the named executive officers. The guidelines provide that until an executive officer fully meets his prescribed stock ownership level, the executive officer is required to retain a number of shares equal to 100% of the net after tax value from the vesting of restricted stock and 100% of the net after tax39proceeds of an option exercise. After the prescribed stock ownership level is fully met, the executive officer is required to retain a number of shares equal to at least 50% of the net after tax value from the vesting of restricted stock and at least 50% of the net after tax proceeds of an option exercise for a period of six months after vesting or exercise. If an executive officer leaves the Company for any reason, the holding restrictions lapse.case of vested unexercised stock options the “fair market value” shall equal the dollar value of those awards recognized by the Company for financial statement reporting purposes. shouldto be recovered by the Company to the extent such compensation would have been lower due to restated financial results. The Human Resources Committee has been given the authority to calculate the amount of overpayment of any cash or equity incentive compensationoverpayment and, in its sole discretion, to seek to recover amounts determined to have been inappropriately received by any current or former executive of the Company.Policyclawback policy provides that overpayments of compensation should be recovered within twelve months after an applicable restatement of financial resultsresults.shall derive from the following sources in the order shown below:Deductions from future incentive compensation payments;Reduction in the Company's liability for payment of any incentive compensation that an executive elected to defer until a future date; orCertified check.The recovery or attempted recovery of compensation under this policy will not limit other remedies available to the Company in the event such overpayment involved negligence or willful misconduct by an executive.Hedging Transactions and PledgingAnti-Pledging PolicyIn 2010, the Company amended itsto prohibit our directors namedand executive officers and other executive officersare prohibited from (i) hedging the economic interest in the Companyour securities, that they hold through transactions such as zero-cost collars and forward sale contracts and (ii) purchasing securities on margin, holding Company securities in a margin account, or pledging Company securities as collateral for a loan.40SectionTaxInternal Revenue Code of 1986, as amended (the “Code”), places a limit of $1,000,000 on the amount of compensation that the Company may deduct in any one year with respect to each of our named executive officers,Named Executive Officers, with the exception of our CFO.Chief Financial Officer. There is an exception to the $1,000,000 limitation for performance-based compensation that meets certain requirements. To the extent deemed necessary and appropriate by the Human Resources Committee, LTCP performance share awardsthe Company’s short- and STIPlong-term incentive plan awards may be designed to be performance basedperformance-based to meet the requirements of Section 162(m) of the Code, so that such amounts may be excluded from the $1,000,000 cap on compensation for deductibility purposes. Base salary, discretionary bonuses, and restricted stock awardsThe following types of compensation generally do not meet the requirements of performance basedperformance-based compensation under Section 162(m). of the Code:· Base salary; · Discretionary bonuses; and · Restricted stock awards. Company'sCompany’s incentive awards and individual incentive awards are subject to Federal income, FICA, and other tax withholding as required by applicable law.. of the Code. While the Human Resources Committee generally intends to provide incentive compensation opportunities to the Company'sCompany’s executives in as tax-efficient a manner as possible, the CommitteeCompany recognizes that from time to time it may be in the best interests of stockholders to provide a non-deductible amount.LTCP performance share awards in accordance with the requirements of ASC Topic 718.· Review of the Company’s executive compensation program designs and levels, including the mix of total 31 2016 Proxy Statement REPORT OF THE HUMAN RESOURCES COMMITTEEcompensation elements, compared to industry peer groups and broader market practices. · Information on emerging trends and legislative developments in executive compensation and implications for the Company. · Review of the Company’s executive and director stock ownership guidelines, compared to industry peer groups and broader market practices. · Review of the Company’s director compensation program compared to industry peer groups and broader market practices. COMPENSATION RISK · Completed an inventory of the Company’s compensation programs, with input from the Company’s outside legal counsel as to a framework for assessing compensation risk; · Reviewed both business and compensation risk to ensure that the Company’s compensation plans appropriately take into account key business risks and do not have design flaws which motivate inappropriate or excessive risk taking; and · Reported its findings to the Human Resources Committee. REPORT OF THE HUMAN RESOURCES COMMITTEE Company'sCompany’s Board of Directors has reviewed and discussed with management the disclosures contained in the section entitled “Compensation Discussion and Analysis” of this Proxy Statement. Based upon itstheir review and discussion, the applicable current and former members of the Human Resources Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in the Company'sCompany’s Proxy Statement relating to the 20152016 Annual Meeting of Stockholders.Human Resources Committee, Brian P. Anderson, Chairman Pamela Forbes Lieberman Gary A. Masse 
32 2016 Proxy Statement Human Resources Committee (members serving in 2014)James D. Kelly, ChairmanReuben S. DonnelleyJonathan B. Mellin41EXECUTIVE COMPENSATION AND OTHER INFORMATIONfollowing table sets forthbelow includes the total compensation paid to or earned by each of the Chief Executive Officer, the Chief Financial Officer, the three other most highly compensated current executive officers, and as required, any former executive officers of the Company for the fiscal years ended December 31, 2015, 2014, and 2013. Compensation from 2013 and 2012. or 2014 is only included if the officer was a Named Executive Officer in such prior year(s).F. Stephens,Dolan and Mr. Kevin H. Glynn, and Ms. Anne D. ScharmStephen Letnich are also included in the following table as named executive officers. For our named executive officers in 2014, compensation from prior years is shown only if the officer was a named executive officer in such prior year(s).Name and Principal Position Year Scott J. Dolan, Former President and Chief Executive Officer(7) 2014 650,000 — 1,466,362 — — — 66,787 2,183,149 2013 650,000 — 1,492,372 — 201,500 — 32,956 2,376,828 2012 112,500 60,000 2,309,801 — 137,123 — 5,671 2,625,095 Scott F. Stephens, Former Vice President, Chief Financial Officer and Treasurer 2014 339,485 — 496,300 — — — 38,109 873,894 2013 400,000 100,000 550,272 — 124,000 — 54,809 1,229,081 2012 379,183 50,000 616,276 — 30,000 — 40,083 1,115,542 Patrick R. Anderson, Interim Vice President, Chief Financial Officer & Treasurer, Vice President, Corporate Controller & Chief Accounting Officer 2014 212,513 20,000 146,851 — — 1,133 25,210 405,707 Marec E. Edgar, Vice President, General Counsel & Secretary(8) 2014 203,815 100,000 316,463 — — — 69,299 689,577 Thomas L. Garrett, Vice President, President, Total Plastics 2014 247,256 — 165,061 — 94,764 101,737 33,494 642,312 2013 243,878 — 168,280 — 81,748 — 29,575 523,481 2012 243,078 — 125,134 — 5,975 77,330 29,427 480,944 Kevin H. Glynn, Former Vice President, Chief Information Officer 2014 114,452 — 196,722 — — — 270,996 582,170 Stephen J. Letnich, Chief Commercial Officer(9) 2014 323,478 — 397,059 — — — 30,737 751,274 2013 141,539 25,000 438,188 — 44,000 — 8,527 657,254 Anne D. Scharm, Former Vice President, Human Resources 2014 113,675 — 195,437 — — — 250,526 559,368 Year
($)(1)
($)(2)
Awards
($)(3)
Award
(4)
Incentive Plan
Compensation
($)(5)
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
Compensation
($)(7)Steven Scheinkman,
President and Chief Executive Officer2015 455,000 — 254,800 474,000 230,459 — 132,040 1,546,299 2015 278,750 — — — — — 1,006,779 1,285,529 2014 650,000 — 1,466,362 — — — 66,787 2,183,149 2013 650,000 — 1,492,372 — 201,500 — 32,956 2,376,828 2015 282,938 119,000 28,984 104,445 66,000 — 36,257 637,624 2014 212,513 20,000 146,851 — — 1,133 25,210 405,707 2015 331,077 162,200 44,900 118,205 74,800 — 38,671 769,853 2014 203,815 100,000 316,463 — — — 69,299 689,577 Thomas Garrett,
Former Vice President, President, Total Plastics (9)2015 258,324 — 31,023 49,643 — — 50,604 389,594 2014 247,256 — 165,061 — 94,764 101,737 33,494 642,312 2013 243,878 — 168,280 — 81,748 — 29,575 523,481 Ronald Knopp,
EVP, Chief Operating Officer2015 281,920 125,929 35,856 104,445 66,000 — 17,713 631,863 2015 194,986 — — — — — 355,480 550,466 2014 323,478 — 397,059 — — — 30,737 751,274 2013 141,539 25,000 438,188 — 44,000 — 8,527 657,254 (1) Salary and bonus represents 29.8%approximately 29.4%, 38.8%21.7%, 57.5%62.3%, 44.1%64.1%, 38.5%66.3%, 19.7%64.5%, 43.1% and 20.3%,35.4% of total compensation for the year 20142015 for Messrs. Scheinkman, Dolan, Stephens, Anderson, Edgar, Garrett, Glynn,Knopp, and Letnich, and Ms. Scharm, respectively. The amount in this column for Mr. Scheinkman does not include the fee ($2,500) that he received for his service as a non-employee director on the Board for a portion of 2015 prior to becoming Chief Executive Officer (such amount is instead reported in the Director Compensation Table). 33 2016 Proxy Statement (2) The amounts in this column include the following paidfollowing: for 2015 - discretionary bonuses for Mr. Anderson ($20,000); Mr. Edgar ($50,000); and Mr. Knopp ($26,929); and the portion of the 2015 STIP bonuses for Messrs. Anderson, Edgar, and Knopp in 2014:excess of their target bonuses; for 2014 - a discretionary bonus for Mr. Anderson and a sign-on bonus for Mr. EdgarEdgar; and for 2013 - a discretionary bonus for Mr. Anderson. For 2013, the amounts in this column include: retention bonuses for Mr. Stephens and a sign onsign-on bonus for Mr. Letnich.42For 2012, the amounts in this column (i) for Mr. Dolan reflects a sign-on bonus in connection with his hiring in October 2012, and (ii) for Mr. Stephens reflects a retention bonus in connection with his appointment as Interim Chief Executive Officer in May 2012.(3) The amounts reported in this column reflect the aggregate grant date fair value of stock-based awards (other than stock options) granted in the year computed in accordance with FASB ASC Topic 718, except that in compliance with SEC requirements, for awards that are subject to performance conditions, we reported the value at the grant date based upon the probable outcome of such conditions. These amounts are not paid or realized by the officer. The grant date fair values of each individual stock based award in 2014 are set forth in the “Grant of Plan Based Awards - Fiscal Year 2014” table below. Additional information about these values is included in Note 8 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014, and is incorporated herein by reference.2015, as amended.For 2014, the amounts in this column include the grant date fair value of performance share unit awards under the 2014-2016 LTCP based upon achievement of target level of performance, in the following amounts: Mr. Dolan - $1,036,163; Mr. Stephens - $350,691; Mr. Anderson - $103,772; Mr. Edgar - $170,617; Mr. Garrett - $116,644; Mr. Glynn - $139,006; Mr. Letnich - $280,566; and Ms. Scharm - $138,109. The grant date value of those performance share unit awards assuming maximum performance level, if achieved, would be as follows: Mr. Dolan - $2,072,326; Mr. Stephens - $701,382; Mr. Anderson - $207,544, Mr. Edgar - $341,234; Mr. Garrett - $233,288; Mr. Glynn - $278,012; Mr. Letnich - $561,132; and Ms. Scharm - $276,218.For Mr. Edgar, the amounts in this column include an award of 5,088 shares of restricted stock upon commencement of his employment with the Company.For Mr. Letnich, the amounts in this column for 2013 include an award of 6,281 shares of restricted stock upon commencement of his employment with the Company.For Mr. Dolan, the amounts in this column for 2012 also include the following: (i) the grant date fair value of performance share unit awards under the 2010-2012 LTCP and the 2011-2013 LTCP based upon achievement of target level of performance, in the amount of $15,479 and $334,894, respectively, which awards were granted to Mr. Dolan in connection with his hiring on October 15, 2012. The grant date value of those performance share unit awards assuming maximum performance level, if achieved, would be $30,958 and $669,788, respectively; and (ii) the grant date fair value of restricted stock units (RSUs) granted as Mr. Dolan’s inducement award under the applicable NYSE rules in connection with his hiring on October 15, 2012. Such RSUs vest or would have vested in equal installments on each of the first four anniversaries of the date on which they were awarded.For Mr. Stephens, the amounts in this column for 2012, also include the grant date fair value of restricted stock units granted in connection with retention awards in the amount of $95,448, which restricted stock units would have vested on December 31, 2014.The amounts in this column for 2015 reflect the grant date fair value of restricted stock unit awards under the 2015-2017 LTCP. For Mr. Edgar, the amounts in this column for 2014 include an award of 5,088 shares of restricted stock upon commencement of his employment with the Company. For Mr. Letnich, the amounts in this column for 2013 include an award of 6,281 shares of restricted stock upon commencement of his employment with the Company. (4) The amounts reported in this column reflect the aggregate grant date fair value of stock options granted under the 2015 STIP and under the 2015-2017 LTCP, computed in accordance with ASC Topic 718. Additional information about these values is included in Note 8 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015, as amended. (5) Reflects the cash awards under the Company’s STIP (amounts earned during the applicable fiscal year but paid after the end of that fiscal year). (5)(6)Reflects the actuarial increasedecrease in the present value of the named executive officer’sNamed Executive Officer’s benefits under the Salaried Pension Plan and the SERPSupplemental Pension Plan determined using assumptions consistent with those used in the Company’s financial statements. As described in more detail below under “Pension Benefits - Fiscal Year 2014,2015,” pension accruals ceased for all named executive officersNamed Executive Officers in 2008, and named executive officersNamed Executive Officers hired after that date are not eligible for coverage under any pension plan. Accordingly, the amounts reported for the named executive officersNamed Executive Officers do not reflect additional accruals but reflect the fact that each of them is one year closer to “normal retirement age” as defined under the terms of the Salaried Pension Plan and SERPthe Supplemental Pension Plan as well as changes to other actuarial assumptions. For 2014,2015, there was an actuarial increasedecrease in the present value of the benefits under the Salaried Pension Plan for Mr. Anderson in the amount of $1,133 and the Pension Plan and SERP$(461), for Mr. Garrett in the amount of $101,737.$(8,289) and for Mr. Knopp of $(275); and under the Supplemental Pension Plan for Mr. Garrett in the amount of $(2,139). Because these amounts are negative, they are not reported in this column or in the Total Compensation column in the Summary Compensation Table.(6)(7)The amounts shown are detailed in the supplemental “All Other Compensation Table-Table – Fiscal Year 2014”2015” below.(7)(8)Mr. Dolan joined the Company on October 15, 2012, and resigned on April 16, 2015.(8)(9)Mr. Edgar joinedGarrett separated from employment with the Company on April 1, 2014.March 15, 2016.(9)(10)Mr. Letnich joinedseparated from employment with the Company on JulyJune 24, 2013.2015. 34 2016 Proxy Statement 43-– Fiscal Year 2014 Total All Other Compensation ($) Scott J. Dolan 15,600 35,490 — — 15,697 66,787 Scott F. Stephens 9,192 17,362 — — 11,555 38,109 Patrick R. Anderson 10,559 4,780 — — 9,871 25,210 Marec E. Edgar 8,670 2,629 — 45,930 12,070 69,299 Thomas L. Garrett 18,257 8,898 — — 6,339 33,494 Kevin H. Glynn 8,597 — 255,173 — 7,226 270,996 Stephen J. Letnich 15,822 6,148 — — 8,767 30,737 Anne D. Scharm 4,100 — 239,657 — 6,769 250,526 401(k) Plan
Company
Matching
Contributions
($)
Company
Matching
Contributions
($)Severance
Payments
(1)($)
Expense
ReimbursementMiscellaneous
($)(2)Total All Other
Compensation
($)Steven Scheinkman 12,600 11,400 — 102,334 5,706 132,040 Scott Dolan 15,900 825 975,000 — 15,054 1,006,779 Patrick Anderson 7,351 11,077 — — 17,829 36,257 Marec Edgar 15,900 6,965 — — 15,806 38,671 Thomas Garrett 27,513 7,287 — — 15,804 50,604 Ronald Knopp 13,669 — — — 4,044 17,713 Stephen Letnich 11,699 — 325,024 — 18,757 355,480 (1) Represents Company matchingSeverance payments were made to Messrs. Dolan and fixed contributions under the Company’s 401(k) Profit Sharing Plan.Letnich pursuant to their then-existing agreements.(2) Represents Company matching and fixed contributions under the Company’s Deferred Plan.(3)Includes the cost, including insurance, fuel and lease payments, of a Company-provided automobile or vehicle stipend, Company-paid life insurance premiums, and a cellular telephone allowance. Also includes, for Mr. DolanMessrs. Scheinkman and Mr. Letnich, reimbursement of travel and other event related expenses associated with attendance at Company and industry events to which family members were invited. 35 2016 Proxy Statement (4) Payments were made pursuant to existing severance agreements.44-– Fiscal Year 2014named executive officers during 2014. Name Grant Date 03/24/14 — 812,500 1,625,000 03/24/14 30,025 60,049 120,098 1,036,163 03/24/14 29,979 430,199 03/24/14 — 220,000 440,000 03/24/14 10,162 20,324 40,648 350,691 03/24/14 10,147 145,609 Patrick R. Anderson 03/24/14 — 92,960 185,920 03/24/14 3,007 6,013 12,026 103,772 03/24/14 3,002 43,079 Marec E. Edgar 04/01/14 — 115,200 230,400 04/01/14 4,994 9,888 19,776 170,617 04/01/14 4,937 70,846 04/01/14 5,088 75,000 Thomas L. Garrett 03/24/14 — 99,502 199,005 03/24/14 3,380 6,759 13,518 116,644 03/24/14 3,374 48,417 03/24/14 — 94,869 189,739 03/24/14 4,028 8,055 16,110 139,006 03/24/14 4,022 57,716 Stephen J. Letnich 03/24/14 — 178,763 357,527 03/24/14 8,130 16,259 32,518 280,566 03/24/14 8,118 116,493 03/24/14 — 97,205 194,410 03/24/14 4,002 8,003 16,006 138,109 03/24/14 3,995 57,328
Non-Equity Incentive Plan
Awards (1)
Stock
Awards:
Number
of Shares of
Stock or
Units (2)
(#)All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)(4)Exercise or
Base Price
of Option
Awards
($/Sh)
Value of Stock
Awards
($)(4)Grant Date Steven Scheinkman — — 230,459 — 7/24/15 65,000 369,000 7/24/15 50,000 3.92 105,000 7/24/15 180,000 3.92 254,800 Patrick Anderson — — 66,000 — 7/24/15 7,394 28,984 7/24/15 14,100 3.92 29,610 7/24/15 36,505 3.92 74,835 Marec Edgar — — 74,800 — 7/24/15 11,454 44,900 7/24/15 15,900 3.92 33,390 7/24/15 41,373 3.92 84,815 Thomas Garrett — — 99.502 199.005 7/24/15 7,914 31,023 7/24/15 24,216 3.92 49,643 Ronald Knopp — — 66,000 — 7/24/15 9,147 35,856 7/24/15 14,100 3.92 29,610 7/24/15 36,505 3.92 74,835 (1) These columns show the range of potential cash payouts for 2014 performance under the Company’s 2015 STIP, which is described above in the section titled “Short Term Incentive Compensation Plan” in the Compensation Discussion and Analysis. In addition, each award is subject to a Performance Modifier equal to a 20% increase for superior performance or a 40% or more decrease for sub-par performance of individual performance metrics. The incentive payment for 2014 performance has been made as shown in the Summary Compensation Table and discussed above.entitled, “Annual Incentives.”(2) Reflects the award of performance share units under the 2014 - 2016 LTCP, which is described in the section titled “Long Term Incentive Compensation Plan” in the Compensation Discussion and Analysis above.(3)Reflects the award of restricted stock units under the 2014 - 20162015-2017 LTCP, which is described above in the section titled “Long Termentitled, “2015 Long-Term Incentive Compensation Plan”Award.” The restricted stock unit awards vest in full on December 31, 2017, provided that the Named Executive Officer remains employed by the Company as of such date.(3) Reflects the award of stock options under the 2015 STIP. The 2015 STIP is described above in the Compensation Discussion and Analysis above.section entitled, “Annual Incentives.” The shares underlying the option awards are subject to the following vesting schedules, provided that the Named Executive Officer remains employed by the Company as of each vesting date:· Mr. Scheinkman: 16,666 shares will vest and become exercisable on July 24, 2016, and 16,667 shares will vest and become exercisable on each of July 24, 2017, and July 24, 2018. · Mr. Anderson: 4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018. · Mr. Edgar: 5,300 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018. · Mr. Knopp: 4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018. 36 2016 Proxy Statement (4) Reflects the award of restricted stock units under the 2015-2017 LTCP, which is described above in the section entitled, “2015 Long-Term Incentive Award.” The shares underlying the option awards are subject to the following vesting schedules, provided that the Named Executive Officer remains employed by the Company as of each vesting date: · Mr. Scheinkman: 60,000 shares vested on April 17, 2016 and will become exercisable on July 24, 2016, and 60,000 shares will vest and become exercisable on each of April 17, 2017, and April 17, 2018. · Mr. Anderson: 12,168 shares vested on February 25, 2016 and will become exercisable on July 24, 2016, 12,168 shares will vest and become exercisable on February 25, 2017, and 12,169 shares will vest and become exercisable on February 25, 2018. · Mr. Edgar: 13,791 shares vested on February 25, 2016 and will become exercisable on July 24, 2016, and 13,791 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018. · Mr. Garrett: 8,072 shares vested on February 25, 2016 and will become exercisable on July 24, 2016, and 8,072 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018. · Mr. Knopp: 12,168 shares vested on February 25, 2016 and will become exercisable on July 24, 2016, 12,168 shares will vest and become exercisable on February 25, 2017, and 12,169 shares will vest and become exercisable on February 25, 2018. (5) The amounts shown do not reflect realized compensation by the named executive officers.Named Executive Officers. The amounts shown represent the value of the performance share unitsstock options and restricted stock units granted to the named executive officersNamed Executive Officers based on the grant date fair value of the awards as determined in accordance with FASB ASC Topic 718. The performance share unit awards are reflected at the target payout level. If the performance share unit awards were reflected at maximum payout levels, the totals in this column for the performance share units would be as follows: Mr. Dolan - $2,072,326; Mr. Stephens - $701,382; Mr. Anderson - $207,544; Mr. Edgar - $341,234; Mr. Garrett - $233,288; Mr. Glynn - $278,012; Mr. Letnich - $561,132; and Ms. Scharm - $276,218.(5) Upon resignation or separation of employment, all awards granted in 2014 were forfeited.372016 Proxy Statement 4520142015 Fiscal Year-Endnamed executive officersNamed Executive Officers as of the end of 2014.Name Option Awards Number of Securities Underlying Un-exercised Options (#) Exercisable Number of Securities Underlying Un-exercised Options (#) Unexercisable Option Expiration Date Scott J. Dolan — — — — 95,225 759,896 56,075 447,475 Scott F. Stephens — — — — — — — — Patrick R. Anderson 4,800 — 12.79 3/17/18 5,302 42,310 5,357 42,745 Marec E. Edgar — — — — 10,025 80,000 4,944 39,453 Thomas L. Garrett 6,300 — 12.79 3/17/2018 6,274 50,067 6,330 101,019 Kevin H. Glynn — — — — — — — — Stephen J. Letnich — — — — 20,299 161,986 14,030 111,956 Anne D. Scharm — — — — — — — — Stock Awards Option Awards Equity Equity
Incentive
PlanName Number of
Securities
Underlying
Un-exercised
Options (#)
Exercisable
Securities
Underlying
Un-exercised
Options (#)
Unexercisable
(1)
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(3)Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(5)Steven Scheinkman — 50,000 3.92 7/23/25 — 180,000 3.92 7/23/25 65,000 103,350 Scott Dolan(6) — — — — — — — — Patrick Anderson 4,800 — 12.79 3/17/18 14,100 3.92 7/23/25 36,505 3.92 7/23/25 10,396 16,530 3,007 4,781 Marec Edgar — 15,900 3.92 7/23/25 — 41,373 3.92 7/23/25 21,479 34,152 4,944 7,861 Thomas Garrett 6,300 — 12.79 3/17/18 — 24,216 3.92 7/23/25 11,288 17,948 3,380 5,374 Ronald Knopp — 14,100 3.92 7/23/25 — 36,505 3.92 7/23/25 12,779 20,319 3,638 5,784 Stephen Letnich(7) — — — — — — — — (1) OfThe vesting schedule for the total shares reportedincluded in this column for each of the Named Executive Officers is as follows:· Mr. Dolan, 19,623 would have vestedScheinkman:○ 16,666 shares will vest and become exercisable on July 24, 2016; ○ 16,667 shares will vest and become exercisable on each of October 15, 2015July 24, 2017 and October 15, 2016, 26,000 would haveJuly 24, 2018;○ 60,000 shares vested on December 31, 2015,April 17, 2016, and 29,979 would havewill become exercisable on July 24, 2016; and○ 60,000 shares will vest and become exercisable on each of April 17, 2017, and April 17, 2018. · Mr. Anderson: ○ 4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018; ○ 12,168 shares vested on December 31, 2016. OfFebruary 25, 2016, and will become exercisable on July 24, 2016;○ 12,168 shares will vest and become exercisable on February 25, 2017; and ○ 12,169 shares will vest and become exercisable on February 25, 2018. · Mr. Edgar: ○ 5,300 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018; 38 2016 Proxy Statement ○ 13,791 shares vested on February 25, 2016, and will become exercisable on July 24, 2016; and ○ 13,791 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018. · Mr. Garrett: ○ 8,072 shares vested on February 25, 2016, and will become exercisable on July 24, 2016; and ○ 8,072 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018. · Mr. Knopp: ○ 4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018; ○ 12,168 shares vested on February 25, 2016, and will become exercisable on July 24, 2016; ○ 12,168 shares will vest and become exercisable on February 25, 2017; and ○ 12,169 shares will vest and become exercisable on February 25, 2018. (2) The vesting schedule for the shares reportedincluded in this column for each of the Named Executive Officers is as follows:· Mr. Anderson, 2,300Scheinkman:○ 65,000 will vest on December 31, 2015, and 2017.· Mr. Anderson: ○ 3,002 will vest on December 31, 2016. Of the shares reported for 2016, and○ 7,394 will vest on December 31, 2017. · Mr. Edgar, Edgar:○ 4,937 will vest on December 31, 2016, and ○ 5,088 will vest on April 1, 2017. Of the total shares reported for Mr. Garrett, 2,9002017, and○ 11,454 will vest on December 31, 2015, and 2017.· Mr. Garrett: ○ 3,374 will vest on December 31, 2016. Of the total shares reported for Mr. Letnich, 5,9002016, and○ 7,914 will vest on December 31, 2015, 6,281 will vest on July 24, 2016, and 8,1182017.· Mr. Knopp: ○ 3,632 will vest on December 31, 2016.2016, and○ 9,147 will vest on December 31, 2017. (2)(3) Market value has been computed by multiplying the closing price of the Company’s common stock on December 31, 2014,2015, by the number of shares of stock.(3)(4)Reflects performance share unitsshares at the threshold payout level under the 2013-2015 LTCP and the 2014-2016 LTCP, both of which areis described above in the section titled “Long Termentitled, “2014 Long-Term Incentive Compensation Plan” of the Compensation Discussion and Analysis.Award.”(4)(5)Market value has been computed by multiplying the closing price of the Company’s common stock on December 31, 20142015, $1.59, by the number of performance share units.shares.(5)(6)Pursuant to Mr. Dolan'sDolan’s resignation of employment from the Company, 56,588 shares of his restricted stock units were vested on an accelerated vestedbasis as of April 16, 2015. All other outstanding stock awards were forfeited.(7) Upon Mr. Letnich’s departure from the Company, all outstanding, unvested stock awards were forfeited. 39 2016 Proxy Statement 46-– Fiscal Year 2014named executive officerNamed Executive Officer the amount of stock options exercised during 2014,2015, including the number of shares acquired upon exercise and the value realized, and the number of shares acquired upon the vesting of performance share unitsshares and restricted stock units and the value realized by the executive before the payment of any applicable withholding tax based on the fair market value (or closing market price) of our common stock on the date of the exercise or vesting, as applicable. Option Awards Stock Awards Name Scott J. Dolan — — 19,623 126,372 Scott F. Stephens — — — — Patrick R. Anderson — — 3,500 (2) 27,930 Marec E. Edgar — — — — Thomas L. Garrett — — 3,700 (3) 29,526 Kevin H. Glynn — — — — Stephen J. Letnich — — — — Anne D. Scharm — — — — Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of Shares
Acquired on
Vesting
(#)(1) Value Realized
on Vesting
($) Steven Scheinkman — — — — Scott Dolan — — 56,588 225,220 Patrick Anderson — — 2,300 (2) 3,657 Marec Edgar — — — — Thomas Garrett — — 2,900 (3) 4,611 Ronald Knopp — — 2,700 (4) 4,293 Stephen Letnich — — — — (1) Amounts in this column include restricted stock units that vested and/or were surrendered to the Company in satisfaction of tax withholdings due upon receipt of restricted stock units that vested in 2014.2015. The shares reported vested on December 31, 2014,2015, other than for Mr. Dolan, whose shares vested on October 15, 2014. No performance share unitsApril 16, 2015. with respect to the 2012-2014 LTCP. The market price of our common stock was $7.98 on December 31, 2014, and $6.44 on October 15, 2014.Amounts in this column do not include the following numbers of performance share units with respect to the 2011-2013 LTCP that vested2013-2015 LTCP.2013,2015, and that were paid in 2014 (subject to tax withholding) at a per share amount of $13.87$3.98 on February 26, 2014, or for Mr. Dolan, whose award was paid on February 27, 2014, $14.33: Mr. Dolan - 9,469; Mr. Stephens - 5,370; Mr. Anderson - 1,260; Mr. Garrett - 1,320; Mr. Glynn - 1,890; and Ms. Scharm - 213. These awards were previously discussed in our 2013 Proxy Statement because they were based on performance through the end of 2013.(2) Includes 2,200715 shares withheld from Mr. Anderson to satisfy tax withholdings at a value of $17,556.$1,137. Mr. Anderson has not sold any of the remaining shares he acquired upon this vesting.(3) Includes 1,135916 shares withheld from Mr. Garrett to satisfy tax withholdings at a value of $9,057.$1,456. Mr. Garrett has not sold any of the remaining shares he acquired upon this vesting.(4) Includes 839 shares withheld from Mr. Knopp to satisfy tax withholdings at a value of $1,334. Mr. Garrett has not sold any of the remaining shares he acquired upon this vesting. 40 2016 Proxy Statement 47-– Fiscal Year 2014named executive officerNamed Executive Officer the number of years of credited service and the estimated present value of the accumulated benefit under the Salaried Pension Plan and the SERP. Supplemental Pension Plan. Contributions and benefits under the Company’s Salaried Pension Plan and Supplemental Pension Plan were frozen as of June 30, 2008.GarrettKnopp are eligible to receive benefits under the Salaried Pension Plan, and only Mr. Garrett is eligible to receive benefits under the SERP,Supplemental Pension Plan, as the Company ceased benefit accruals under these plans prior to the commencement of employment with the Company by the other named executive officers withcurrent Named Executive Officers.Company. Under theSalaried Pension Plan and the SERP,Supplemental Pension Plan, the benefits are computed on the basis of straight-life annuity amounts. No payments of pension benefits were made to any of the named executive officersNamed Executive Officers in 2014.2015. The Company does not have a policy of granting extra pension service. For a description of the Company’s Salaried Pension Plan and SERPSupplemental Pension Plan, see the section above entitled, “Retirement Benefits” and “401(k) Savings and Retirement Plan” section of the Compensation Discussion and Analysis.Name Plan Name Patrick R. Anderson Salaried Employees Pension Plan 0.75 9,416 Thomas L. Garrett Salaried Employees Pension Plan 12.5 357,362 Supplemental Pension Plan 12.5 92,238 Name Plan Name
Years Credited
Service
(#)
($)(1)Patrick Anderson Salaried Employees Pension Plan 0.75 8,955 Thomas Garrett Salaried Employees Pension Plan 12.5 349,297 Supplemental Pension Plan 12.5 90,157 Ronald Knopp Salaried Employees Pension Plan 0.75 5,780 (1) The material assumptions used for this calculation are as described in FootnoteNote 9 to the Company’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014, and are incorporated herein by reference.2015, as amended.(2)Contributions and benefits under the Company’s Salaried Employee Pension Plan and Supplemental Pension Plan were frozen as of June 30, 2008.2014nonqualified deferred compensation plan that our named executive officers participated in during 2014. Mr. Glynn and Ms. Scharm did not participate inSupplemental 401(k) Plan, the nonqualified deferred compensation plan in 2014.which our Named Executive Officers, other than Mr. Knopp, participated during 2015. For a description of the Company’s nonqualified deferred compensation planSupplemental 401(k) Plan, see the “Nonqualified Deferred Compensation” section of the Compensation Discussion and Analysis.Name 35,490 35,490 1,436 — 72,343 Scott F. Stephens 49,561 17,362 12,518 541,509 — Patrick R. Anderson 8,066 4,780 4,769 — 132,757 Marec E. Edgar 2,629 2,629 (33) — 2,612 Thomas L. Garrett 9,895 8,898 4,799 — 167,202 Stephen J. Letnich 6,648 6,148 88 — 6,688 Name
Contributions in
Last Fiscal
Year
($)(1)
Contributions
in Last Fiscal
Year
($)(2)
Earnings in
Last Fiscal
Year
($)
Withdrawals /
Distributions
($)
Balance at
Last Fiscal
Year End
($)(3)Steven Scheinkman 11,400 11,400 (891) — 22,625 Scott Dolan 825 825 4,093 (78,001) — Patrick Anderson 27,441 11,077 (18,423) — 174,894 Marec Edgar 6,965 6,965 (911) — 19,099 Thomas Garrett 11,305 7,287 (20,479) — 186,929 Stephen Letnich — — 512 (6,905) — (1) Executive contributions represent deferral of base salary and bonus paid during 2014,2015, which amounts are also disclosed in the 20142015 Salary column and the 20142015 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.(2) All Company contributions to the DeferredSupplemental 401(k) Plan in 20142015 are included as compensation in the 2014 41 2016 Proxy Statement 2015 Other Compensation column of the Summary Compensation Table. (3) Represents vested balance as of December 31, 2014.(4)Mr. Dolan resigned from the Company on April 16, 2015.48Potential Payments Upon Termination or Change-in-ControlThe amount of compensation payable to each of the named executive officers upon voluntary (without Good Reason), and involuntary (for Cause) termination, involuntary not for Cause termination or Good Reason termination, change in control (involuntary not for Cause termination or Good Reason termination), change in control without termination, death, or disability are shown in the “Estimated Payments Upon Termination”POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL table of this Proxy Statement. The amounts shown assume that such termination was effective December 31, 2014, are based on the terms of the applicable plans and agreements that were in effect on December 31, 2014, and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts of payments and benefits can only be determined at the time the relevant termination event occurs. A description of the separation agreement with Mr. Dolan and payments thereunder in connection with his resignation on April 16, 2015, is set forth following the tables below.General(collectively, the “Executive Severance Agreements”) with each of our executive officers. In addition, in connection with Mr. Dolan’s hiring in October 2012 as our President and Chief Executive Officer, the Company entered into an employment offer letter (the “CEO Employment Agreement”) with Mr. Dolan, which contains certain terms regarding the amount of compensation payable in the event of termination. In consideration of the payments that the executive officers may be entitled to receive under the Executive Severance Agreements,these agreements, the executive officers agree to comply with restrictive covenants, such as confidentiality, non-disparagement, non-compete, and non-solicit, during employment and for 12 months following any termination (five years with respect to confidentiality). In addition, the executive officers are required to sign a waiver and release at the time of termination in order to receive any severanceseparation benefits.Summary ofCircumstances, Rights and Obligations Attendant to Each Type of TerminationBenefit Termination Provision Salary ŸVoluntary (without Good Reason) and Involuntary (for Cause) Termination: An executive officer may terminate his or her employment at any time and we may terminate an executive officer at any time pursuant to our “at will” employment arrangements with our executive officers. We are not obligated to provide the executive with any additional or special compensation or benefits upon a voluntary termination (without Good Reason (as defined below)) by the executive or involuntary (for Cause (as defined below)) termination by us. All compensation, bonuses, benefits, and perquisites cease upon a voluntary termination (without Good Reason) by the executive or involuntary (for Cause) termination by us. In general, in the event of either such termination, an executive officer would:ŸBeBase salary paid his or her base salary through the date of termination and the value of any accrued but unused vacation;vacationŸNot be eligible for an annual STIP payment;ŸNot be ableForfeiture of unvested stock options, and the right to exercise vested stock options for three months following a voluntary termination;terminationŸForfeit any unvested cash-based retention awards;Not eligible for paymentŸForfeit anyForfeiture of unvested stock options;options, and the right to exercise vested stock options for three months following terminationŸForfeit anyForfeiture of unvested time-based restricted stock and restricted stock units; andunitsLong-Term Incentive Plan:
Performance Shares/UnitsŸForfeitForfeiture of any unvested performance share units.sharesExecutive Severance Agreements,executive severance agreements, “Cause” generally means the reason for the executive’s involuntary termination of employment was: (i) conviction of, or entry of a plea of guilty or nolo contendere to, a felony; (ii) engagement in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Company, the executive’s credibility and reputation no longer conform to the standard of the Company’s executives; (iii) willful misconduct that, in the reasonable judgment of the Company, results in a demonstrable and material injury to the Company or its affiliates; (iv) willful and continued failure (other than a failure due to mental or physical illness) to perform assigned duties, provided that such assigned duties are consistent with the job duties of the executive and such failure is not cured within 30 days after notice from the Company; or (v) material breach of the Executive Severance Agreement,severance agreement, provided that such breach is not cured within 30 days after notice of such breach from the Company.An executive officer would not be entitled to any cash severance in the event of either a voluntary (without Good Reason) or involuntary (for Cause) termination of employment under the Executive Severance Agreements.49 42 ŸRetirement and Early Retirement2016 Proxy Statement: If an executive officer terminates employment due to retirement, then the officer would generally: ŸBe paid his or her base salary through the date of retirement and the value of any accrued but unused vacation; ŸReceive monthly income from any defined benefit pension plans, both tax-qualified and non-tax-qualified, that the executive participated in solely to the extent provided under the terms of such plans;Benefit Termination Provision ŸReceive lump sum distributions from any defined contribution plans, both tax-qualified and non-tax-qualified, that the executive participated in solely to the extent provided under the terms of such plans;ŸForfeit any unvested cash-based retention awards;ŸForfeit any unvested time-based restricted stock and restricted stock units; andŸForfeit any performance share units.Retirement and early retirement are defined in the respective plans in which the executive officer participates. In addition, if an executive meets the “qualified retirement” definition under the Plan and holds outstanding stock options, he or she may exercise those stock options to the extent that those stock options are exercisable or become exercisable in accordance with their terms within three years following retirement.ŸInvoluntary Not For Cause Termination or Good Reason TerminationSalary:��If the employment of an executive officer is terminated due to either an involuntary termination by us without Cause or a Good Reason termination by the executive, in each case before the date of a Change in Control (as defined in the Executive Severance Agreement), then the executive would generally be eligible to receive the following:ŸAn amount equal to one-hundredone hundred percent (100%) of the executive’s annual base salary in effect at the time of termination; or previously in the case of Mr. Dolan, an amount equal to one-hundred and fifty percent (150%) of the sum of (i) the executive’s annual base salary in effect at the time of termination and (ii) the executive’s annual STIP award at target level;ŸForfeiture of unvested stock options, and the right to exercise vested stock options for three months following terminationPro-rata annual STIP award for the number of days of the fiscal year of eligible participation, based uponon actual results, which will only be paid only if and at the same time that the Company pays STIP awards to active employees;employees.ŸContinued health insurance forForfeiture of unvested stock options, and the 18-month period following termination; provided that for the first 12 month period, the Company shall pay for such coverage and for the remaining period, the executive officer shall pay for such coverage on a monthly cost of coverage basis;ŸContinued use of the Company-owned or leased automobile or payment of a relevant automobile stipend for the 12-month period following termination;ŸOutplacement services for the 6-month period following termination, except previously in the case of Mr. Dolan, for a 12-month period following termination;ŸA lump sum cash payment equal to the value of unused vacation;ŸSuch pension and post-retirement health and life insurance benefits due to the executive officer upon his termination pursuant to and in accordance with the respective Company-sponsored benefit plans, programs, or policies under which they are accrued and/or provided;ŸThe right to exercise vested stock options for three months following termination or the normal expiration of the options, whichever is shorter;ŸForfeiture of any unvested stock options and any unvested time-based restricted stock and stock units; no effect on vested restricted stock or restricted stock units other than retention awards;ŸAcceleration of the vesting of retention awards subject to the terms of those specific awards and the Plan;ŸLong-Term Incentive Plan:
Performance Shares/UnitsFor unvested performance share units under the LTCPshares for which the date of termination precedes the end of the performance period by less than one year, pro-rata payout for the number of days of performance period eligible participation, based uponon actual results and will only be paid if and at the same time that the Company pays LTCP awards to active employees; andno effect on vested performance sharesAuto Benefit ŸForfeitureContinued use of the Company-owned or leased automobile or payment of any unvested performance share units underalternative automobile stipend for the LTCP12-month period following terminationOutplacement Services Company-paid outplacement services for whicha 6-month period following termination (not to exceed $12,500 in total value)Health and Welfare Benefits Company-paid health insurance continuation coverage for the date of12-month period following termination precedes the end of the performance period by one year or more.50Executive Severance Agreement,executive severance agreement, “Good Reason” generally means the executive officer’s termination of his or hertheir employment as a result of any of the following events: (i) the Company reduces the executive officer’s base salary by ten percent (10%) or more (either upon one reduction or during a series of reductions over a period of time); provided,, that such reduction neither comprises a part of a general reduction for all of the Company’s executive officers as a group (determined as of the date immediately before the date on which the executive officer becomes subject to such material reduction) nor results from a deferral of the executive officer’s base salary; (ii) a material diminution in the executive’s authority (including, but not limited to, the budget over which the executive retains authority), duties, or responsibilities within the Company; (iii) a material change by more than fifty (50) miles in the geographic location at which the executive must perform services for the Company; or (iv) any other action or inaction that constitutes a material breach by the Company of the Executive Severance Agreement or the CEO Employment Agreement. 43 ŸTermination Related to a Change in Control2016 Proxy Statement: If the employment of an executive officer is involuntarily terminated for any reason other than for Cause or if a “Good Reason” termination (as described below) occurs after a change-in-control, the executive officer would generally be eligible to receive the following: ŸBenefit Termination Provision Salary An amount equal to one-hundred to two-hundredone hundred percent (100% - 200%) (or two hundred percent (200%), for Messrs. Scheinkman and Edgar) of the executive’s annual base salary in effect at the time of termination; or previously in the case of Mr. Dolan, an amount equal to two-hundred percent (200%) of the sum of (i) the executive’s annual base salary in effect at the time of termination and (ii) the executive’s annual STIP award at target level (the “Severance Pay”);ŸAccelerated vesting of unvested stock options, and the right to exercise vested stock options for three months following terminationPro-rata annual STIP award for the number of days of the fiscal year of eligible participation, based uponon actual results, which will only be paid only if and at the same time that the Company pays STIP awards to active employees;employeesŸContinued health insurance forAccelerated vesting of unvested stock options, and the 18-month period following termination; provided that for the first 12 month period, the Company shall pay for such coverage and for the remaining 6-month period, the executive officer shall pay for such coverage on a monthly cost of coverage basis;ŸContinued use of the Company-owned or leased automobile or payment of a relevant automobile stipend for the 12-month period following termination;ŸOutplacement services for the 6-month period following termination, except previously in the case of Mr. Dolan, for the 12-month period following termination;ŸA lump sum cash payment equal to the value of unused vacation;ŸSuch pension and post-retirement health and life insurance benefits due to the executive officer upon his termination pursuant to and in accordance with the respective Company-sponsored benefit plans, programs, or policies under which they are accrued and/or provided;ŸThe right to exercise vested stock options for three months following termination or the normal expiration of the options, whichever is shorter;ŸAccelerated vesting of the following awards upon a change in control, regardless of whether the executive officer is terminated:ŸAcceleration of the vesting of retention awards subject to the terms of those specific awards and the Plan;ŸAcceleration of the vesting of unvested stock options and any unvested time-based restricted stock or restrictedand stock units provided that upon a change-in-control, if and to the extent such unvested stock options, restricted stock or restricted stock units is not converted into common stock of the acquirer or if such common stock of the acquirer is not listed on a national securities exchange, then such award shall immediately vest as of the change-in-control and payment in respect of such award shall be made in cash, based on the value per share of the Company’s common stock provided to stockholders generally in connection with the change-in-control (or if none, based on the closing market price of a share of the Company’s common stock on the date of a change-in-control); andŸLong-Term Incentive Plan:
Performance Shares/UnitsAcceleration of the vesting of unvested performance share unitsshares under the LTCP, and pro-rata payout immediately upon a change-in-controlchange in control for the number of days of performance period eligible participation which is based upon actual results as of the end of the completed calendar month immediately preceding the change-in-control (with any cumulative performance measures prorated on a straight line basis through such date),change in control, and payment in respect of such award shallto be made in cash based on the value per shareAuto Benefit Continued use of the Company’s common stock providedCompany-owned or leased automobile or payment of any alternative automobile stipend for the 12-month period following terminationOutplacement Services Company-paid outplacement services for a 6-month period following termination (not to stockholders generallyexceed $12,500 in connection withtotal value)Health and Welfare Benefits Company-paid health insurance continuation coverage for the change-in-control (or if none, based on the closing market price of a share of the Company’s common stock on the date of a change-in-control).12-month period following termination51Executive Severance Agreement,executive severance agreement, “Good Reason” in connection with a termination related to a change-in-controlchange in control generally means the executive officer’s termination of his or her employment as a result of any of the following events: (i) the Company reduces the executive officer’s base salary by ten percent (10%) or more (either upon one reduction or during a series of reductions over a period of time); , that such reduction neither comprises a part of a general reduction for all of the Company’s executive officers as a group (determined as of the date immediately before the date on which the executive officer becomes subject to such material reduction) nor results from a deferral of the executive officer’s base; (ii) the Company fails to continue in effect any plan in which the executive participates immediately prior to the change-in-controlchange in control which is material to the executive’s total compensation, unless an applicable arrangement (embodied in an ongoing substitute plan) has been made, or the Company fails to continue the executive’s participation therein (or in such substitute plan) on a basis no less favorable to the executive’s then-current peers as a group (determined as of the date immediately prior to the change-in-control)change in control); (iii) a demotion in position (including a decrease in organizational level) or a material diminution in the executive’s authority (including, but not limited to, the budget over which the executive retains authority), duties, or responsibilities within the Company; (iv) a material change by more than fifty (50) miles in the geographic location at which the executive must perform services for the Company; or (v) any other action or inaction that constitutes a material breach by the Company of the Executive Severance Agreement or the CEO Employment Agreement.The table below states the multiplier of the annual base salary, or previously in the case of Mr. Dolan, the sum of annual base salary plus STIP award at target level (bonus), used in the named executive officer’s severance formula under involuntary not for Cause or Good Reason termination and change-in-control provisions.Name Multiplier - Change in Control 150% 200% Scott F. Stephens 100% 200% Patrick R. Anderson 100% 100% Marec E. Edgar 100% 200% Thomas L. Garrett 100% 100% Kevin H. Glynn 100% 100% Stephen J. Letnich 100% 100% Anne D. Scharm 100% 200% Ÿ Ÿ Acceleration of the vesting of retention awards subject to the terms of those specific awards and the Plan; Ÿ Acceleration of the vesting of unvested stock options and any unvested time-based restricted stock or restricted stock units, provided that upon a change-in-control, if and to the extent such unvested stock options, restricted stock or restricted stock units is not converted into common stock of the acquirer or if such common stock of the acquirer is not listed on a national securities exchange, then such award shall immediately vest as of the change-in-control and payment in respect of such award shall be made in cash, based on the value per share of the Company’s common stock provided to stockholders generally in connection with the change-in-control (or if none, based on the closing market price of a share of the Company’s common stock on the date of a change-in-control); and Ÿ Acceleration of the vesting of unvested performance share units under the LTCP, and pro-rata payout immediately upon a change-in-control for the number of days of performance period eligible participation which is based upon actual results as of the end of the completed calendar month immediately preceding the change-in-control (with any cumulative performance measures prorated on a straight line basis through such date), and payment in respect of such award shall be made in cash, based on the value per share of the Company’s common stock provided to stockholders generally in connection with the change-in-control (or if none, based on the closing market price of a share of the Company’s common stock on the date of a change-in-control). 52 44 2016 Proxy Statement ŸDisability and Death:Benefit If an executive officer is disabled and is prevented from working for pay or profit in any job or occupation, he or she may be eligible for our salaried employee disability benefit program which provides for short-term and long-term disability (“LTD”) benefits. Our executive officers are not covered under a separate program. While covered under LTD, an executive officer is eligible for 60 percentPaymentRetention Awards Accelerated vesting of his or her base salary reduced (or offset) by other sources of income, such as social security disability, upretention awards, subject to a maximum payment of $10,000 per month. In the event of a total and permanent disability as defined by this program, an executive officer may exercise vested and outstanding (i) incentive stock options, any time within one year after becoming disabled, and (ii) nonqualified stock options, any time within three years after becoming disabled. Other than for Mr. Dolan, in the event an executive officer has unvested restricted stock, restricted stock units or performance share units, such restricted stock, restricted stock units or performance share units will be forfeited.In the event of an executive officer’s death, such executive officer’s beneficiary will retain the right to exercise vested and outstanding stock options through the normal expirationterms of such option. Other than for Mr. Dolan, allawardsStock Options; Time-Based Restricted Stock/Stock Units Accelerated vesting of unvested stock options and time-based restricted stock and restricted stock unitsunit awards, if, and performance share units, will be forfeited. The executive officer’s beneficiary will receive surviving spouse benefits under the defined benefit and defined contribution plans solely to the extent such awards are not converted into common stock of the acquirer (or if such common stock of the acquirer is not listed on a national securities exchange); payment in respect of the awards made in cash, based on the value of the Company’s common stock provided to shareholders generally in those plans. The executive officer’sconnection with the change in controlPerformance Shares/Units Accelerated vesting of unvested performance shares under the LTCP, and pro-rata payout immediately upon a change in control for the number of days of the performance period eligible participation, which is based upon actual results as of the end of the completed calendar month immediately preceding the change in control, to be paid in cash Event Benefit Termination Provision Retirement Salary Paid through termination date Annual Incentive Unvested awards are forfeited Equity Awards Unvested awards are forfeited; vested options are exercisable for three years following retirement Death Salary Payment to beneficiary will alsothrough termination dateAnnual Incentive Beneficiary eligible to receive a pro-rata annual STIP award for the number of days of fiscal year eligible participation, based uponon actual results, paid only if and at the same time that the Company pays STIP awards to active employees.Previously for Mr. Dolan, in the event of his death or if he is unable to render services of substantially the kind and nature required to be rendered as a chief executive officer due to illness or other disability for 60 consecutive days, or shorter periods aggregating at least 180 days within any 12 month period, or, if longer, the elimination period under the Company’s LTD program and his employment is terminated, he would be receive, other than the continued ability to exercise vested and outstanding stock options as described above:ŸPro-rata annual STIP award for the number of days of fiscal year eligible participation based upon actual results, which will be paid only if and at the same time that the Company pays STIP awards to active employees;employeesEquity Awards ŸPro-rata vesting (based onVested and outstanding options exercisable by beneficiary through the numbernormal expiration of months of employment during the vesting period) of each then-outstanding and unvested stocksuch option or time-based restricted stock or restricted stock unit awards; andŸPro-rata payout for unvested performance share unit awards under the LTCP for the number of days of performance period eligible participation based upon actual results, which will be paid only if and at the same time that the Company pays LTCP awards to active employees.The table below shows the estimated payments that our named executive officers would receive if their employment were terminated under various circumstances based on the terms of the plans and agreements that were in effect as of December 31, 2014. 53Estimated Payments Upon Termination or Change in ControlNameTotal ($)Scott J. Dolan(1)Involuntary Not for Cause Termination or Good Reason Termination2,245,023Change in Control (Involuntary Not for Cause Termination or Good Reason Termination)(2)3,736,169Change in Control without Termination(2)759,896(3)Salary 374,994Death(4)254,994Voluntary (without Good Reason) and Involuntary (for Cause) Termination—Patrick R. AndersonInvoluntary Not for Cause Termination or Good Reason Termination268,350Change in Control (Involuntary Not for Cause Termination or Good Reason Termination)(2)315,502Change in Control without Termination(2)47,152Disability(3)120,000Death(4)—Voluntary (without Good Reason) and Involuntary (for Cause) Termination—Marec E. EdgarInvoluntary Not for Cause Termination or Good Reason Termination314,795Change in Control (Involuntary Not for Cause Termination or Good Reason Termination)(2)682,795Change in Control without Termination(2)80,000Disability(3)120,000Death(4)—Voluntary (without Good Reason) and Involuntary (for Cause) Termination—Thomas L. GarrettInvoluntary Not for Cause Termination or Good Reason Termination373,085Change in Control (Involuntary Not for Cause Termination or Good Reason Termination)(2)422,374Change in Control without Termination(2)40,290Disability(3)120,000Death(4)94,764Voluntary (without Good Reason) and Involuntary (for Cause) Termination—Stephen J. LetnichInvoluntary Not for Cause Termination or Good Reason Termination371,673Change in Control (Involuntary Not for Cause Termination or Good Reason Termination)(2)533,659Change in Control without Termination(2)161,986Disability(3)120,000Death(4)—Voluntary (without Good Reason) and Involuntary (for Cause) Termination—(1)Mr. Dolan resigned from the Company on April 16, 2015. A description60% of the separation agreement with Mr. Dolan and payments thereunder in connection with his resignation is set forth below.(2)Based on performance to date and the Company’s current projected payout levels as of December 31, 2014, this table assumes a payout of $0 for each of the 2013-2015 and 2014-2016 LTCPs.(3)This amount includes $120,000, which is the maximum annual amount payable under LTD, and is not offsetsalary, reduced by other sources of income, such as social security. Payments under LTD would continue over the termup to a maximum payment of the disability.$10,000 per month (4)Annual IncentiveThis amount does not include the surviving spouse benefits payable under the Salaried Pension Plan. Messrs. AndersonForfeitedEquity Awards All unvested restricted stock and Garrettperformance stock are the only named executive officers who participate in our Salaried Pension Plan.forfeited. Vested and outstanding incentive options can be exercised within one year after becoming disabled, and non-qualified options can be exercised within three years after becoming disabled.54Mr. Stephens voluntarily resigned from the Company in September 2014 and, accordingly, Mr. Stephens received no severance payments. Mr. Glynn separated employment from the Company in May 2014. In connection with his separation of employment and pursuant to an existing severance agreement, Mr. Glynn received a severance payment of $255,173. Ms. Scharm separated employment from the Company in May 2014. In connection with her separation of employment and pursuant to an existing severance agreement, Ms. Scharm received a severance payment of $239,657.2015 (the “Separation Agreement”).2015. In accordance with the Separation Agreement, Mr. Dolan will receive (i) a total of $1.3received the following:2016, (ii) immediate2016;units, (iii) up to 12 months of health, dental and vision coverage for himself and his eligible dependent, (iv) upunits; 45 2016 Proxy Statement · Up to 12 months of health, dental and vision coverage for himself and any eligible dependents; · Up to $30,000 for executive outplacement services for up to 18 months following the date of the Separation Agreement; and · Continued use of a Company issued vehicle for up to one year following the date of the Separation Agreement. Separation Agreement,plans and (v) continued useagreements that were in effect as of a Company issued vehicle for up to one year following the date of the Separation Agreement.December 31, 2015. Benefit Steven Scheinkman Death Disability
Cause/Without
Cause /
Good
ReasonChange
in
Control TerminationChange in
Control (No Termination)
(1)Cash Severance — $120,000 — $650,000 $1,300,000 — Annual Incentive $230,459 — — $230,459 $230,459 — Unvested Equity RSUs — — — — $103,350 $103,350 Options(2) — — — — — — Performance Equity(3) — — — — — — Subtotal $230,459 $120,000 — $880,459 $1,633,809 $103,350 Other Benefits: Health & Welfare — — — $21,232 $21,232 — Outplacement — — — $12,500 $12,500 — Company Auto — — — $10,920 $10,920 — Subtotal — — — $44,652 $44,652 — Total $230,459 $120,000 — $925,111 $1,678,461 $103,350 46 2016 Proxy Statement Benefit PATRICK ANDERSON Death Disability
Cause/Without
Cause /
Good
ReasonChange
in
Control TerminationChange in
Control (No Termination)
(1)Cash Severance — $120,000 — $300,000 $300,000 — Annual Incentive $165,000 — — $165,000 $165,000 — Unvested Equity RSUs — — — — $20,187 $20,187 Options (2) — — — — — — Performance Equity (3) — — — — — — Subtotal $165,000 $120,000 — $465,000 $485,187 $20,187 Other Benefits: Health & Welfare — — — $21,016 $21,016 — Outplacement — — — $12,500 $12,500 — Company Auto — — — $14,400 $14,400 — Subtotal — — — $47,916 $47,916 — Total $165,000 $120,000 — $512,916 $533,103 $20,187 Benefit MAREC EDGAR Death Disability
Cause/Without
Cause /
Good
ReasonChange
in
Control TerminationChange in
Control (No Termination)
(1)Cash Severance — $120,000 — $340,000 $680,000 — Annual Incentive $187,000 — — $187,000 $187,000 — Unvested Equity RSUs — — — — $34,152 $34,152 Options (2) — — — — — — Performance Equity (3) — — — — — — Subtotal $187,000 $120,000 — $527,000 $901,152 $34,152 Other Benefits: Health & Welfare — — — $13,142 $13,142 — Outplacement — — — $12,500 $12,500 — Company Auto — — — $14,402 $14,402 — Subtotal — — — $40,044 $40,044 — Total $187,000 $120,000 — $567,044 $941,196 $34,152 47 2016 Proxy Statement Equity Compensation Plan Information Benefit THOMAS GARRETT(5) Death Disability
Cause/Without
Cause /
Good
ReasonChange in
Control TerminationChange in
Control (No Termination)
(1)Cash Severance — $120,000 — $248,756 $248,756 — Annual Incentive — — — — — — Unvested Equity RSUs — — — — $22,559 $22,559 Options (2) — — — — — — Performance Equity (3) — — — — — — Subtotal — $120,000 — $248,756 $271,315 $22,559 Other Benefits: Health & Welfare (4) — — — — — — Outplacement — — — $12,500 $12,500 — Company Auto — — — $14,400 $14,400 — Subtotal — — — $26,900 $26,900 — Total — $120,000 — $275,656 $298,215 $22,559 Benefit RONALD KNOPP Death Disability
Cause/Without
Cause /
Good
ReasonChange
in
Control TerminationChange in
Control (No Termination)
(1)Cash Severance — $120,000 — $300,000 $300,000 — Annual Incentive $165,000 — — $165,000 $165,000 — Unvested Equity RSUs — — — — $24,612 $24,612 Options (2) — — — — — — Performance Equity (3) — — — — — — Subtotal $165,000 $120,000 — $465,000 $489,612 $24,612 Other Benefits: Health & Welfare — — — $21,232 $21,232 — Outplacement — — — $12,500 $12,500 — Company Auto — — — $17,016 $17,016 — Subtotal — — — $50,748 $50,748 — Total $165,000 $120,000 — $515,748 $540,360 $24,612 48 2016 Proxy Statement (1) The amounts in this column attributable to accelerated vesting of outstanding and unvested RSUs assume that such awards were not assumed by the acquirer in a change in control. (2) The exercise price of the outstanding and unvested stock options held by Named Executive Officers as of December 31, 2015 ($3.92 per share) was greater than the closing price of a share our common stock as of such date ($1.59 per share); thus, no amount attributable to the acceleration of unvested stock options upon certain terminations of employment is shown in these tables. (3) Based on performance to date and the Company’s projected payout levels as of December 31, 2015, these tables assume payouts of $0 for the 2014-2016 LTCP performance share awards. (4) Mr. Garrett did not participate in our health and welfare benefit plans as of December 31, 2015 and thus, no amount attributable to Company-paid health insurance continuation coverage is shown in this table. (5) Mr. Garrett separated from employment on March 15, 2016. EQUITY COMPENSATION PLAN INFORMATION 2014. Equity compensation plans approved by security holders 1,267,165 (2) $13.62 (3) 1,517,969 48,169 N/A (5) Total 1,315,334 N/A 1,517,969
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights
exercise price of
outstanding
options, warrants
and rights
securities
remaining
under equity
compensation1,131,238 (1) $4.43 (2) 1,339,540 0 N/A (4) N/A (5) Total 1,131,238 N/A 1,339,540 (1) This table does not include information regarding the Company’s 401(k) Plan.(2)This number represents the gross number of underlying shares of common stock associated with outstanding stock options, restricted stock units and equity performance share award units granted under the Company’s 1995 Directors Stock Option Plan (“1995 Plan”), 1996 Restricted Stock and Stock Option Plan (“1996 Plan”), 2000 Restricted Stock and Stock Option Plan (“2000 Plan”), 2004 Restricted Stock, Stock Option and Equity Compensation Plan (“2004 Plan”), and2008 Omnibus Incentive Plan. This does not include 169,631 shares of non-vested restricted stock issued under the 2008 Omnibus Incentive Plan (“2008 Plan”, and collectively, the “Plans”).outstanding as of December 31, 2015. As of December 31, 2014, 82,2002015, the following equity remains outstanding and reserved for issuance:· 691,246 stock options awards remain outstanding for shares of common stock reserved for issuance under the Plans, and 266,719· 210,290 restricted stock units and 578,808· 229,702 equity performance share units remain outstanding for shares of common stock reserved for issuance under the Plans. The number of equity performance share units outstanding represents the maximum number of shares to be awarded under the Company’s Long-Term Compensation Plans for the 2012-2014, 2013-2015 and 2014-2016 performance periods.(3) share awards and restricted share awards and restricted stock units granted under the 2008 Plan do not have an exercise price and are settled for shares of the Company’s common stock on a one-for-one basis based on actual performance compared to target goals or upon vesting. These awards have been disregarded for purposes of computing the weighted-average exercise price.55(4)The 1986 Directors Deferred Compensation Plan (“Directors Plan”) was not approved by the stockholders. Below is a brief description of the material features of the Directors Plan, but is qualified in its entirety by the text of such plan. The Company also granted 78,492 restricted stock units to Mr. Scott J. Dolan upon his appointment as President and Chief Executive Officer of the Company on October 15, 2012. As of December 31, 2014, 39,246 of Mr. Dolan’s restricted stock units had vested. These restricted stock units were a non-plan grant made under NYSE inducement grant rules.Under the Directors Plan, a director may elect to defer receipt of up to 100% of his or her cash retainer. A director who defers board compensation may select either an interest or a stock equivalent investment option for amounts in the director’s deferred compensation account. Compensation deferred in the stock equivalent accounts are divided by the closing price of the Company’s common stock on the day as of which such compensation would otherwisea one-for-one basis based on actual performance compared to target goals or upon vesting. These awards have been paid todisregarded for purposes of computing the director to yield a number of stock equivalent units.weighted-average exercise price. 49 2016 Proxy Statement stock equivalent account is credited on1986 Directors Deferred Compensation Plan (“Directors Plan”) was not approved by the dividend payment date with stock equivalent units equal to the productstockholders. A brief description of the declared dividend per share multiplied bymaterial features of the number of stock equivalent unitsDirectors Plan is included above in the director’s account on the record date of the dividend. Disbursement of the stock equivalent unit account may be in shares of Company common stock or in cash as designated by the director. If payment from the stock equivalent unit account is made in shares of the Company’s common stock, the number of shares to be distributed will equal the number of full stock equivalent units held in the director’s account.section entitled, “Non-Employee Director Compensation.” As of December 31, 2014,2015, there were 8,923no shares subject to outstanding deferrals under the Directors Plan.
