UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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ASTEC INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ASTEC INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 201527, 2017
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Astec Industries, Inc., a Tennessee corporation, will be held at the Company's offices at 4101 Jerome Avenue, Chattanooga, Tennessee, on April 23, 2015,27, 2017, at 10:00 a.m., Chattanooga time, for the following purposes:
| 1. | To elect three directors in Class |
| 2. | To vote on a non-binding resolution to approve the compensation of the Company's executive officers. |
| 3. | To recommend the frequency with which shareholders will vote on a non-binding resolution to approve the compensation of the Company's executive officers in future years. |
| 4. | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the |
Only shareholders of record at the close of business on February 17, 20152017 are entitled to notice of, and to vote at, the Annual Meeting. The transfer books will not be closed. A complete list of shareholders entitled to vote at the Annual Meeting will be available for inspection by shareholders at the Company's offices from March 13, 201512, 2017 through the Annual Meeting.
By Order of the Board of Directors
Stephen C. Anderson
Secretary
Dated: March 10, 20152017
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, YOU MAY VOTE YOUR SHARES VIA A TOLL-FREE TELEPHONE NUMBER OR VIA THE INTERNET OR YOU MAY SIGN, DATE, AND RETURN THE PROXY APPOINTMENT CARD. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY APPOINTMENT AND VOTE IN PERSON.
ASTEC INDUSTRIES, INC.
1725 Shepherd Road
Chattanooga, Tennessee 37421
(423) 899-5898
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 23, 201527, 2017
The proxy appointment is solicited by and on behalf of the Board of Directors of Astec Industries, Inc. for use at its Annual Meeting of Shareholders to be held on April 23, 2015,27, 2017, at 10:00 a.m. Chattanooga time and at any adjournments thereof. The Annual Meeting will be held at the Company's offices at 4101 Jerome Avenue, Chattanooga, Tennessee.
On or about March 10, 2015,14, 2017, the Company began mailing to its shareholders a notice containing instructions for voting and how to access this Proxy Statement and the Company's 20142016 Annual Report online, and the Company began mailing a full set of the proxy materials, including this Proxy Statement, a proxy card or voting instruction form and the Company's 20142016 Annual Report, to shareholders who had previously requested delivery of a paper copy of the proxy materials. For information on how to vote your shares or request a paper copy of the proxy materials, see the instructions included on the proxy card or voter instruction form and under "Proxies and Voting" on page 2 of this Proxy Statement. If you request a paper copy of the proxy materials it will be mailed to you within three business days.
Only holders of record of the Company's Common Stock as of the close of business on February 17, 20152017 will be entitled to notice of, and to vote at, the Annual Meeting. As of such record date, there were 22,935,19223,046,049 shares of Common Stock outstanding and entitled to be voted at the Annual Meeting. A shareholder is entitled to one vote for each share of Common Stock held.
QUORUM AND VOTING REQUIREMENTS
A majority of the outstanding shares of Common Stock entitled to vote on any proposal at the Annual Meeting, either present or represented by proxy, constitutes a quorum for the Annual Meeting. A quorum is necessary to conduct business at the Annual Meeting. The presence, in person or by proxy, of holders of Common Stock representing a majority of the number of votes entitled to be cast on a specific proposal is required to consider that proposal at the Annual Meeting. Even if a quorum is established for the Annual Meeting, it is possible that a quorum may not be established for a specific proposal presented at the Annual Meeting. You will be considered part of the quorum if you attend the Annual Meeting in person, vote via a toll-free telephone number, vote via the internet or vote by proxy. Abstentions and votes withheld from director nominees count as "shares present" at the Annual Meeting for purposes of determining a quorum for the Annual Meeting, but broker non-votes do not count as "shares present" at the Annual Meeting for purposes of determining a quorum for any proposal, including the election of directors.
The affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote in the election of directors at the Annual Meeting at which a quorum is present is required for the election of each of the director nominees. Withholding authority to vote with respect to any one or more director nominees will constitute a vote against such nominee(s).
The approval of the non-binding resolution to approve the compensation of our executive officers and the ratification of the independent registered public accounting firm requires that the votes cast in favor of the matter exceed the votes cast opposing the matter. Abstaining to vote with respect to either of these matters will not constitute a vote for or against either matter.
The non-binding recommendation as to the frequency with which shareholders will vote on executive compensation (every one year, every two years or every three years) that receives the highest number of votes cast will be the frequency recommendation that has been selected by the shareholders. Abstentions do not count as votes cast, and therefore will not affect the voting result for this matter.
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Broker non-votes do not count as votes cast, and therefore will not affect the voting result as to any matter, including the election of directors. A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary authority to vote on that item and has not received instructions from the owner of the shares.
PROXIES AND VOTING
Shareholders have a choice of voting by internet, by telephone or by using a traditional proxy card.
| · | To vote by internet, go to www.proxyvote.com and follow the instructions. You will need the 12 digit number included on your proxy card or voter instruction form. |
| · | To vote by telephone, dial (800) 690-6903 and follow the instructions. You will need the 12 digit number included on your proxy card or voter instruction form. |
| · | If you received a notice and wish to vote by traditional proxy card, you can request to receive a full set of the proxy materials, including this Proxy Statement, a proxy card or voting instruction form and the Company's |
1) by internet: www.proxyvote.com
2) by phone: (800) 579-1639
3) by email: sendmaterial@proxyvote.com (your email should contain the 12 digit number in the subject line).
| · | If you choose not to vote by telephone or the internet and request a full set of the proxy materials, please mark your choices on the enclosed proxy card and then date, sign and return the proxy card at your earliest opportunity. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. |
The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker, the availability of telephone and internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive.
If you properly sign and return your proxy card or complete your proxy via the telephone or internet (and such proxy is not later revoked), your shares will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees. In voting by proxy with regard to the non-binding resolution to approve the compensation of our executive officers and the ratification of the selection of the independent auditor, you may vote for or against the proposal, or you may abstain from voting. In voting by proxy to recommend the frequency of non-binding shareholder votes to approve the compensation of our executive officers in future years, you may recommend that a vote should occur every year, every two years or every three years, or you may abstain from voting. You should specify your choices when voting by proxy. If you return a signed proxy card without indicating your vote with regard to the matters to be voted upon, the shares represented by proxy will be voted "FOR" the election of each of the nominees for director, "FOR" the non-binding resolution to approve the compensation of our executive officers, and "FOR" the ratification of the independent registered public accounting firm.firm, and in favor of a recommendation that a non-binding shareholder vote to approve the compensation of our executive officers occur every year.
A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting by (i) submitting written notice to the Secretary of the Company at the Company's address shown above, (ii) properly submitting to the Company (by mail, telephone or internet) a proxy bearing a later date, or (iii) attending the Annual Meeting and voting in person.
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PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, with the term of office of each class ending in successive years. The terms of directors of Class III expire with this Annual Meeting. The directors of Class IIIII and Class IIII will continue in office until the 20162018 and 2017 annual meetings2019 Annual Meetings of shareholders, respectively. At the present time, there are three directors serving in each of Classes I, and II and four directors in serving in Class III. The shareholders are being asked to vote for the election of three directors to serve in Class II.I.
The persons appointed as proxies will vote the shares represented by the proxy appointment in favor of the election to the Board of Directors of each of the three Class III nominees whose names appear below, unless the authority to vote for any or all of the nominees is withheld or such appointment has previously been revoked. It is anticipated that management shareholders of the Company will submit a proxy granting authority to vote their shares for the election of all the nominees. Each Class III director will be elected to hold office until the 20182020 Annual Meeting of shareholders and thereafter until his successor has been duly elected and qualified. In the event that any nominee is unable to serve (which is not anticipated), the persons appointed as proxies will cast votes for the remaining nominees and for such other persons as they may select.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
This proposal provides our shareholders with the opportunity to cast an advisory vote on the compensation of the Company's named executive compensation programofficers (commonly known as a "say-on-pay" proposal), as required by Section 14A of the Securities Exchange Act of 1934.
As discussed in the Compensation Discussion and Analysis beginning on page 11,10, we have designed our executive compensation program to attract and retain key executives who are critical to our future success and the creation of shareholder value. We believe that both short-term and long-term incentive compensation opportunities provided to executive officers are directly aligned with our performance, and that our compensation program is structured to ensure that a significant portion of executives' compensation opportunities is directly related to achievement of financial and operational goals and other factors that impact shareholder value.
The Board invites you to review carefully the Compensation Discussion and Analysis and the tabular and other disclosures on compensation under Executive Compensation beginning on page 17, and to cast a vote to approve the Company's executive compensation programs through the following resolution:
"Resolved, that the shareholders approve the compensation of the Company's named executive officers, including the Company's compensation philosophy, practices and principles, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative compensation disclosure contained in this Proxy Statement."
While the vote does not bind the Board to any particular action, the Board values the input of our shareholders and will take into account the outcome of this vote in considering future compensation decisions. The Board has adopted a policy providing for annual say-on-pay advisory votes. Unless the Board modifies this policy (including after giving consideration to the results of the advisory vote on the frequency of say-on-pay advisory votes at our 2017 Annual Meeting), the next say-on-pay advisory vote will be held at our 20162018 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
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PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF
ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
As discussed above, the Board values the input of our shareholders regarding the Company's executive compensation practices. Shareholders are invited to express their views on how frequently advisory votes on executive compensation, such as the advisory vote in Proposal 2, will occur. Shareholders can advise the Board on whether such votes should occur every year, every two years or every three years, or they may abstain from voting.
This is an advisory vote as required by Section 14A of the Securities Exchange Act of 1934, and as such is not binding on the Board. However, the Board will take the results of the vote into account when deciding how frequently to schedule advisory votes on executive compensation in the future. An advisory scheduling vote similar to this will occur at least once every six years.
The Board recommends that the advisory vote on executive compensation be held every year. We believe that annual "say-on-pay" votes will provide a high level of accountability and direct communication between the Company and its shareholders by enabling the shareholders to respond promptly to the information presented in the accompanying proxy statement for the applicable shareholders' meeting.
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO RECOMMEND THAT THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS OCCUR EVERY YEAR.
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015. Ernst & Young2017. KPMG LLP served as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014,2016, and the services it provided to the Company and its subsidiaries in the fiscal year ending December 31, 20142016 are described under "Audit-"Audit Matters" below.
We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2017. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of KPMG LLP to our shareholders for ratification as a matter of good corporate practice.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCALCALENDAR YEAR 2015.2017.
In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board of Directors. 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 the year if it determines that such a change would be in the best interests of the Company and its shareholders.
CERTAIN INFORMATION CONCERNING NOMINEES AND CONTINUING DIRECTORS
The following section sets forth the names of the nominees for director and of the Company's continuing directors as of the date of the Annual Meeting, their ages, the year in which they were first elected directors, their positions with the Company, their principal occupations and employers for at least the last five years, and any other directorships held by them in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 or any company registered as an investment company under the Investment Company Act of 1940. For information concerning membership on Committees of the Board of Directors, see "Corporate Governance—Board Committees" below.
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Nominees for Directors with Terms of Office Expiring in 2018 (Class II):
William D. Gehl, 68,70, served as a member of the Board and Chief Executive Officer of Gehl Company, a company engaged in the manufacturing of compact construction equipment, from 1987 and 1992, respectively, until his retirement in 2009. Mr. Gehl also served as Chairman of the Board of Gehl Company from 1996 until his retirement. Since June 2011, Mr. Gehl has been an owner and Chairman of IBD of Southeastern Wisconsin, an exclusive distributor of Interstate Batteries in southeastern Wisconsin since June 2011.Wisconsin. Mr. Gehl also serves as Chairman of the Board and a Director of FreightCar America, a public company engaged in the manufacturing of aluminum coal cars and other railroad freight cars. Mr. Gehl also serves as a Director of Mason Wells, Inc., a private equity firm located in Milwaukee, Wisconsin; The Oilgear Company, a manufacturer of hydraulic pumps;pumps, and Westbury Bancorp, a publically ownedpublically-owned bank located in West Bend, Wisconsin. Mr. Gehl is a member of the state bars of Wisconsin and Florida. Mr. Gehl has been a Director of the Company since 1999.
Mr. Gehl offers a broad range of experiences in both strategic planning and management, having served as the CEO of a publicly owned construction equipment manufacturing company for 16 years. Mr. Gehl's manufacturing, marketing and financing knowledge is very valuable to the Company.
William G. Dorey, 70,72, served as Director, President and Chief Executive Officer of Granite Construction Incorporated from 2004 until his retirement from employment in 2010. Mr. Dorey continues to serve as a Director of Granite Construction. Granite Construction is a publicly traded heavy civil contractor engaged in the construction and improvement of roads, mass transit facilities, airport infrastructure, bridges, dams and other infrastructure-related projects and the production of sand, gravel and asphalt concrete and other construction materials. Mr. Dorey started his career with Granite Construction in 1967 and held numerous positions over his 42 years with the company. Mr. Dorey has also served in various industry leadership roles, including founding Chairman of the Construction Industry Ethics and Compliance Initiative (CIECI) Steering Committee, trustee of the Norman Y. Mineta International Institute for Surface Transportation Policy Studies, member on the Construction Industry Round Table (CIRT), director of the California Chamber of Commerce, and director of the California Business Roundtable. Mr. Dorey has been a Director of the Company since 2011.
Mr. Dorey has extensive experience within the infrastructure construction industry and his knowledge and understanding of the industry and our customer needs provides valuable insight to the Company.
Charles F. Potts, 70,72, is the Chairman of the Board of Heritage Construction and Materials, a provider of construction materials and services that operates in the Midwest United States and China. He previously served as Chief Executive Officer of Heritage Construction and Materials from 2003 thru 2012. Prior to joining Heritage Construction and Materials, Mr. Potts was employed as an executive officer of Ashland, Inc., where he served as President of APAC Inc. and Senior Vice President of Ashland Inc. Mr. Potts also served as the Director of Construction of the Florida Department of Transportation for 18 years. Mr. Potts is currently a member of the Board of Directors of Banks Construction, a privately held company, and he has also served as the Chairman of the Board of the National Center for Asphalt Technology, the International Center for Aggregates Research, and the American Road and Transportation Builders Association.
Mr. Potts has been a Director of the Company since 2014.
Mr. Potts brings extensive experience in, and knowledge of, the construction and aggregates industry to the Company. In addition to his executive leadership experience in the industry, he has conducted extensive research involving highway construction materials and pavement design and published the original guide specification for asphalt recycled pavements.
Continuing Directors with Terms of Office Expiring in 20162019 (Class III):
W. Norman Smith, 75,77, has served as the Vice Chairman of the Company since January 2014. He previously served as the President and Chief Operating Officer of the Company from August 2012 to December 2013, Group President of the Company's Mobile Asphalt Paving Group from October 2013 to December 2013, and has also served as Group Vice President – Asphalt of the CompanyCompany's Asphalt Group from 1998 until August 2012, as the President of Astec, Inc., a subsidiary of the Company, from 1994 until 2006, and as the President of Heatec, Inc., a subsidiary of the Company, from 1977 until 1994. Mr. Smith is a registered professional engineer. Mr. Smith has been a Director of the Company since 1982.
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Mr. Smith, based on his service as President of two of the Company's subsidiaries for over 30 years, his service as Director of the Company for over 30 years and his prior service as President and Chief Operating Officer of the Company and his current service as Vice Chairman of the Company, provides the Board with invaluable industry experience and knowledge of the Company.
William B. Sansom, 73,75, has served as the Chairman and Chief Executive Officer of The H.T. Hackney Co., a diversified wholesale food distributor in the Southeast and Midwest United States, since 1983. Formerly, Mr. Sansom served as the Tennessee Commissioner of Transportation from 1979 to 1981 and as the Tennessee Commissioner of Finance and Administration from 1981 to 1983. Until recently, Mr. Sansom' s termSansom also served as a director of the board of the Tennessee Valley Authority, has recently ended, where he also servedincluding two terms as its Chairman. Additionally, Mr. Sansom served as a director on the board of First Horizon National Corporation, as well as a director and audit committee member of Martin Marietta Materials, Inc. He currently serves as a director on the board of Mid-American Apartment Communities. Mr. Sansom has been a Director of the Company since 1995.
Mr. Sansom brings over 30 years of experience as a CEO and Chairman of a diversified distribution/manufacturing company. Having also served in numerous governmental positions for the State of Tennessee, Mr. Sansom offers information and insight into areas of government relations and regulatory issues. Mr. Sansom has also previously served on the Board of Directors of the National Crushed Stone Association and has former business experience in the aggregate industry.
Benjamin G. Brock, 44,46, has served as the Company's Chief Executive Officer and President since January 2014. He previously served as the Vice President and President of the Company's Asphalt Group from August 2012 to December 2013 and as President of Astec, Inc. from 2006 to 2013. From 2003 until 2006 heHe held the position of Vice President - Sales of Astec, Inc. from 2003 until 2006 and Vice President/General Manager of CEI Enterprises, Inc. from 1997 until 2002. Mr. Brock's career with Astec began as a salesman in 1993. Mr. Brock is the son of J. Don Brock, the Company's Chairman of the Board. Mr. Brock has been a Director of the Company since 2013.
Mr. Brock, based on his current service as Chief Executive Officer and President of the Company, and his prior service as an officer of two toof the Company's subsidiaries for over 15 years and his prior service as Group President of the Company's Asphalt Group, provides the Board with invaluable industry experience and knowledge of the Company.
Continuing Directors with Terms of Office Expiring in 2018 (Class II):
Daniel K. Frierson, 75, has been the Chief Executive Officer of The Dixie Group, Inc., a public company in the floor-covering manufacturing business, since 1979 and has served as its Chairman of the Board since 1987. Mr. Frierson also currently serves as a director on the board of Louisiana-Pacific Corporation. Mr. Frierson has been a Director of the Company since 1994.
Mr. Frierson, based on his more than 35 years of experience as a CEO of a public company and his service as a Director of the Company for more than 20 years, provides the Board with valuable strategic planning and risk assessment experience. Mr. Frierson's knowledge and experience in manufacturing is also valuable to the Company.
Glen E. Tellock, 56, has been the President and CEO of Lakeside Foods, a privately-held international food processor, since May 2016. Previously, he served as the President and CEO of The Manitowoc Company, a manufacturer of construction and food service equipment, from May 2007 until October 2015. He also served as Chairman of the Board of The Manitowoc Company from February 2009 until October 2015. Prior to that, he served as Senior Vice President of The Manitowoc Company beginning in 1999 and President and General Manager of Manitowoc Crane Group beginning in 2002. Prior to joining Manitowoc in 1991, Mr. Tellock served as Financial Planning Manager with the Denver Post Corporation and as Audit Manager with Ernst and Whinney. Mr. Tellock also currently serves as a director on the board of Badger Meter, Inc. Mr. Tellock has been a Director of the Company since 2006.
Mr. Tellock, who serves as one of the financial experts of the Company's Audit Committee and has previously served as an audit manager of a major accounting firm, provides the Board with extensive knowledge and experience with respect to financial reporting and risk assessment. Mr. Tellock's knowledge of manufacturing and marketing of construction equipment both domestically and internationally is also very valuable to the Company.
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James B. Baker, 71, has been Managing Partner of River Associates Investments, LLC, a private equity investment fund which partners with management teams in buyouts, divestitures and recapitalizations of lower middle market companies, since 2001. From 1993 to 2001, he was a Partner in River Associates, LLC. Mr. Baker was President and Chief Operating Officer (1991-1992) and Senior Vice President (1987-1991) of CONSTAR International, Inc., a plastics container manufacturer. Mr. Baker also formerly served as a director of Wellman, Inc. and US Xpress. Mr. Baker has been a Director of the Company since 2010.
Mr. Baker's strong background in all aspects of executing acquisitions, both in the U.S. and internationally, are valuable to the Company. He also has over 30 years of experience in strategic planning and operating decisions for middle market companies in a variety of industries. Mr. Baker, who serves as one of the financial experts of the Company's Audit Committee, has a financial background and has had a wide range of experience in financial reporting for publicly-owned companies during his career. He has served as an independent director on the audit committees of two public companies, had primary responsibility for the financial reporting of a public company and also worked with several public companies during his career with Arthur Andersen & Co.
CORPORATE GOVERNANCE
Independent Directors
The Company's Common Stock is traded in the Nasdaq National Market under the symbol "ASTE." Nasdaq requires that a majority of the directors be "independent directors," as defined in the Rule 5605(a)(2) of the Nasdaq Marketplace Rules, which we refer to as the Nasdaq Rules. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director's immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined by resolution that current directors (including nominees for re-election) Baker, Dorey, Gehl, Frierson, Potts, Sansom and Tellock, which represent a majority of the directors, are independent directors as defined in the Nasdaq Rules based on an analysis of all facts specific to each director. The Board has affirmatively determined by resolution that the Company must have two or more regularly scheduled executive session meetings each year attended solely by these independent directors.
The independent members of the Board of Directors have selected Mr. Sansom as the Lead Independent Director. Among other duties, as Lead Independent Director, Mr. Sansom presides over, coordinates and develops the agenda for executive sessions of the independent directors, and consults with the CEO and Vice Chairman of the Board over Board and committee meeting agendas, Board meeting schedules and the flow of information to the Board.
Board Leadership Structure and Risk Oversight
As is common practice among public companies in the United States, the Company's Chief Executive Officer has historically also served as Chairman of the Board. Effective January 1, 2014, the Company implemented its previously announced leadership succession plan, whereby the office of Chief Executive Officer was transitioned from Dr. J. Don Brock to Mr. Benjamin G. Brock. Dr. Brock continuescontinued to serve as the Company's Chairman of the Board.Board until his death in March 2015. As CEO, Mr. Brock now has primary responsibility for the operations of the Company. AsCompany, setting the Board agendas and presiding over Board meetings. W. Norman Smith was appointed Vice Chairman of the Board Dr. Brock sets the strategic priorities for the Board, presides over its meetings and communicates its strategic findings and guidance to management.in January 2014.
Previously, when the offices of Chairman of the Board and Chief Executive Officer were combined, the Company's Board created the position of Lead Independent Director to ensure balance and preside over meetings of independent directors. The Board believes that the position of Lead Independent Director will continuecontinues to benefit the Company, and theCompany. The independent members of the Company's Board have selected Mr. Sansom to serve as Lead Independent Director. Additionally, as noted previously, seven of the tennine current directors are independent. With a supermajority of independent directors, an Audit Committee, Compensation Committee and Nominating and Governance Committee each comprised entirely of independent directors, and a presiding Lead Independent Director to oversee all meetings of the non-management directors, the Company's Board of Directors believes that its existing leadership structure provides for an appropriate balance that best serves the Company and its shareholders. The Company's Board of Directors will periodically review its leadership structure to ensure that it remains the optimal structure for the Company and its shareholders.
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As part of its general oversight duties, the Board oversees the Company's risk management. Management informs the Board of the operational and financial risks the Company is facing, and the Board reviews the steps that management is taking to address and mitigate such risks. We believe the Board's current leadership structure facilitates the Board's oversight of the Company's risk management.
Board Meetings and Attendance
The Company's expectation is that all directors attend all meetings of the Board of Directors and committees on which they serve and the annual meetingAnnual Meeting of shareholders. The Board has affirmatively determined by resolution that it encourages all members of the Board to attend each annual meetingAnnual Meeting of shareholders, particularly those directors who are nominees for election at any such meeting. During 2014,2016, the Board of Directors held fivesix meetings, and the Board's committees held the meetings described below. During 2014,2016, each incumbent director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during the period for which he has been a director and (2) the total number of meetings held by all committees of the Board on which he served during the periods that he served. All of the Company's directors were in attendance at the Company's 2014 annual meeting2016 Annual Meeting of shareholders.
Board Committees
During 2014,2016, the Company's Board of Directors had an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Certain information regarding the Board's committees is set forth below.
Executive Committee
The Executive Committee is authorized to act on behalf of the Board of Directors on matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act. During 2014,2016, the members of the Executive Committee were Dr.Messrs. Brock, (Chairman) and Messrs. Smith and Frierson.Frierson with Mr. Brock serving as Chairman. The Executive Committee did not meet during 2014.2016. The current members of the Executive Committee are Dr.Messrs. Brock, (Chairman) and Messrs. Smith and Frierson.Frierson with Mr. Brock serving as Chairman.
Audit Committee
The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, annually reviews and recommends to the Board the firm to be engaged as outside auditorsthe independent registered public accounting firm for the next fiscal year, reviews with the outside auditorsindependent registered public accounting firm the plan and results of the auditing engagement, reviews the scope and results of the Company's procedures for internal auditing and inquires as to the adequacy of the Company's internal accounting controls. Messrs. Tellock (Chairman),Baker, Dorey, Frierson, Gehl, Potts, Sansom Gehl and BakerTellock were members of the Audit Committee during all of 2014. Mr. Potts joined the Committee in April 2014.2016. During 2014,2016, the Audit Committee held teneight meetings. The current members of the Audit Committee are Messrs. TellockBaker (Chairman), Dorey, Frierson, Gehl, Potts, Sansom Gehl,and Tellock. Mr. Baker and Potts. The Chairman of the Audit Committee, Mr. Tellock hashave been designated by the Board as the Audit Committee financial expert.experts. All members of the Audit Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Audit Committee. A copy of the Company's current Audit Committee charter can be found on the Company's website at www.astecindustries.com.
Compensation Committee
The Compensation Committee is authorized to evaluate, determine and approve the compensation of our executive officers, including our named executive officers, to consider and recommend to the full Board the executive compensation policies of the Company and to administer the Company's stock incentive plans. Messrs. GehlDorey (Chairman), DoreyGehl, Baker and BakerPotts were members of the Compensation Committee during all of 2014. Mr. Potts joined the Committee in April 2014.2016. During 2014,2016, the Compensation Committee held threefive meetings. The current members of the Compensation Committee are Messrs. GehlDorey (Chairman), Dorey,Gehl, Baker and Potts. All members of the Compensation Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Compensation Committee. A copy of the Company's current Compensation Committee charter can be found on the Company's website at www.astecindustries.com. Pursuant to its charter, the Compensation Committee may form and delegate any of its responsibilities to one or more subcommittees comprised of one or more members of the Committee.
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The Compensation Committee's primary processes for establishing and overseeing executive compensation can be found in the Compensation Discussion and Analysis section beginning on page 1110 of this Proxy Statement. The Company's Chief Executive Officer typically attends Compensation Committee meetings but is not be present for the executive sessions or for any discussion of his own compensation. The Company's Chief Executive officer has historically given the Compensation Committee a performance assessment and compensation recommendation for each of the other named executive officers. Those recommendations are then considered by the Compensation Committee. Directors' compensation is established by the Board of Directors.
Compensation Committee Interlocks and Insider Participation
During 2014,2016, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during 2014,2016, none of our executive officers served on the compensation committee (or equivalent) of the board of directors of another entity whose executive officer(s) served on our Board of Directors or our Compensation Committee, and none of our executive officers served on the board of directors of another entity whose executive officer(s) served on our Compensation Committee. None of the members of the Compensation Committee was an officer or employee of the Company during 20142016 or at any time in the past.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee interviews, evaluates, nominates and recommends individuals for membership on the Company's Board and committees thereof and is responsible for establishing and periodically reviewing and revising the Company's corporate governance policies and principles. Messrs. Frierson (Chairman), Dorey, Sansom Tellock and DoreyTellock were members of the Nominating and Corporate Governance Committee during all of 2014.2016. The Nominating and Corporate Governance Committee held one meeting in 20142016 and has approved the Director nominations submitted in this Proxy Statement. The current members of the Nominating and Corporate Governance Committee are Messrs. Frierson (Chairman), Dorey, Sansom Tellock and Dorey.Tellock. All members of the Nominating and Corporate Governance Committee are independent (as independence is defined in the Nasdaq Rules).
The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors. A copy of the current Nominating and Corporate Governance Committee's charter is available on the Company's website at www.astecindustries.com.
Director Nomination Process
The Nominating and Corporate Governance Committee will consider written recommendations from shareholders for Company nominees to the Board. A shareholder who wishes to recommend a person to the Committee for nomination by the Company must submit a written notice by mail to the Nominating and Corporate Governance Committee c/o the Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. Such a written recommendation must be received no later than 120 days in advance of the annual meetingAnnual Meeting of shareholders and should include (i) the candidate's name, business address and other contact information, (ii) a complete description of the candidate's qualifications, experience and background, as would be required to be disclosed in the proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, (iii) a signed statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as a director if elected, (iv) a signed statement authorizing the Company to perform a background search on the candidate and (v) the name and address of the shareholder(s) of record making such a recommendation.
The Nominating and Corporate Governance Committee recommends nominees for election to the Board based on a number of qualifications, including but not limited to, independence, character and integrity, diversity, financial literacy, level of education and business experience, sufficient time to devote to the Board, and a commitment to represent the long-term interests of the Company's shareholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a candidate that is recommended for nomination for membership on the Company's Board by a shareholder. The Nominating and Corporate Governance Committee has not received any recommended nominations from any of the Company's shareholders in connection with the Annual Meeting.
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The Nominating and Corporate Governance Committee identifies potential Company nominees for director through a variety of business contacts, including current executive officers, directors, community leaders and shareholders. The Committee may, to the extent it deems appropriate, retain a professional search firm and other advisors to identify potential nominees for director.
The Nominating and Corporate Governance Committee evaluates candidates to the Board by reviewing their biographical information and qualifications. If the Nominating and Corporate Governance Committee determines that a candidate is qualified to serve on the Board, such candidate is interviewed by at least one member of the Nominating and Corporate Governance Committee and the Chief Executive Officer. Members of the Board also have an opportunity to interview qualified candidates. As described above, the Committee will also consider candidates recommended by shareholders. The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the Company nominate a candidate for approval by the shareholders to fill a directorship. With respect to an incumbent director whom the Nominating and Corporate Governance Committee is considering as a potential nominee for re-election, the Committee reviews and considers the incumbent director's service to the Company during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Company in addition to such person's biographical information and qualifications. The Nominating and Corporate Governance Committee gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors, but the Committee does not have a formal policy regarding Board diversity.
In evaluating candidates to the Board, the Nominating and Corporate Governance Committee also takes into account the skill sets that are needed to balance and complement the skill sets of other candidates and members of the Board, and the skills and expertise of a candidatecandidates that facilitate the Company's compliance with the rules of the Securities and Exchange Commission and the Financial Industry Regulatory Authority (FINRA).
The Board is nominating three individuals for election as Directors, each of whom is currently a Director. The Nominating and Corporate Governance Committee recommended each of the three nominees to the Board.
Shareholder Communications
The Board of Directors has unanimously adopted a process to facilitate written communications by shareholders to the Board. Shareholders wishing to write to the Board of Directors of the Company or a specified director or committee of the Board should send correspondence to the Secretary of the Company, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. All written communications received in such manner from shareholders of the Company shall be forwarded to the members of the Board of Directors to whom the communication is directed or, if the communication is not directed to any particular member(s) or committee of the Board of Directors, the communication shall be forwarded to all members of the Board of Directors.
COMPENSATION DISCUSSION AND ANALYSIS
Overview
In the paragraphs that follow, we will give an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. This section includes, among other things, an explanation of the overall objectives of our compensation program, what it is designed to reward, and each element of the compensation that we pay. Later in this proxy statement under the heading "Executive Compensation" you will find a series of tables containing specific information about the compensation earned or paid in 20142016 to the following individuals, who we refer to as our named executive officers:
| · | Benjamin G. Brock, |
| · | David C. Silvious, our Vice President, Chief Financial Officer and |
| · | W. Norman Smith, our Company Vice Chairman and Vice Chairman of the |
| · |
| · | Richard A. Patek, our Group |
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The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.
Objectives of Our Compensation Program
Our objectives with respect to the Company's executive compensation program are to:
| · | attract and retain qualified personnel who are critical to the Company's long-term success and the creation of shareholder value; |
| · | create a strong link between executive officer compensation and the Company's annual and long-term financial performance; and |
| · | encourage the achievement of Company performance by utilizing a performance-based incentive structure. |
In order to be effective, we believe our executive compensation program should meet the needs of the Company, our employees and our shareholders. We seek to provide direct compensation that is competitive within the marketplace, and believe that a portion of total compensation should be performance-based and in the form of equity awards.
How We Determine and Assess Executive Compensation
Our Compensation Committee of the Board of Directors, composed entirely of independent directors, reviews, determines and approves the base salaries and other compensation of our executive officers, including our named executive officers. Our Compensation Committee is also responsible for making recommendations to the Board with respect to the Company's executive compensation policies and the adoption of stock and benefit plans. As a starting point, base salary increases for named executive officers, when given, historically have reflected a cost of living adjustment, with further increases approved by the Compensation Committee based on a subjective assessment of a number of factors. As more fully described below, the factors on which this subjective assessment is based fall into three general categories: company performance factors, individual performance factors and competitive salary practices.
It is important to emphasize that the subjective assessment of these factors is qualitative, rather than quantitative, and there are no specific weightings or objective criteria associated with any of the factors. In determining base salaries annual cash incentives and long term stock incentives (if performance goals are met) for the named executive officers each year, the Compensation Committee has relied upon the Company's Chief Executive Officer ("CEO")CEO to provide evaluations of the other named executive officers (each of whom report directly or indirectly to the CEO) and to provide recommendations regarding whether adjustments to compensation opportunities are warranted. In determining the CEO's base salary annual cash incentives and long term stock incentives (if performance goals are met) each year, the Compensation Committee relies on its own observations and assessments with respect to his individual performance and the overall results of his leadership of the Company.
Our Compensation Committee's policy is to set senior executive pay at sufficiently competitive levels to attract, retain, and motivate highly talented individuals to contribute to our goals, objectives, and overall financial success. We believe that the Company's executive compensation program provides an overall level of compensation opportunity that is competitive within the construction equipment manufacturing industry, as well as with a broader group of companies of comparable size and complexity. Actual compensation levels may be greater or less than average competitive levels in similar companies based upon annual and long-term Company performance, as well as individual performance.
While market competitiveness is important, it is not the only factor we consider when establishing compensation opportunities of our named executive officers. Actual pay decisions are made following a review and discussion of the financial and operational performance of our businesses, individual performance, and competitive salary practices which address retention concerns and internal pay equity.
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During 2015, the Compensation Committee retained Arthur J. Gallagher & Co.'s Human Resources & Compensation Consulting Practice to assist with preliminary recommendations for compensation levels for the Company's management positions and to assist in the design of the annual and long-term incentive programs for Company officers and subsidiary presidents in order to ensure that our compensation remains at sufficiently competitive levels within our industry. The study's results were used in determining 2016 base pay rate increases and as a basis for drafting and approving annual incentive plans and long-term incentive plans for our executive officers and subsidiary presidents, a new Executive Change in Control Severance Plan and a new Stock Ownership Guidelines for Executives policy.
Company Performance Factors.
Compensation decisions for a particular year are made following a review of the financial and operational performance of the Company and its business groups for the prior year. In recommending and approving compensation levels for executive officers, the Chief Executive Officer and the Compensation Committee review and assess the Company's performance, with an emphasis on earnings, return on capital employed and cash flow on capital employed. These performance criteria are direct reflections of the Company's profitability and operating efficiency, which the Company believes are key drivers for creating shareholder value.
Company performance factors typically weighhave historically weighed more heavily in the determination of annual cash and long-term incentive compensation than in the determination of base salary adjustments for named executive officers. As more fully described below, base pay rates for the named executive officers were increased in 20142016 over 20132015 levels after consideration of promotions received by certain of the executives, the Company's performance in 20132015 and consideration of the current economic environment in which the Company operates.
Individual Performance Factors.
The subjective factors considered by the Compensation Committee in relation to a named executive officer's individual performance for the previous year include management, leadership, staff development, contribution to the Company's growth, scope of responsibilities and experience and an assessment of the named executive officer's future performance potential.
Competitive Compensation Practices.
As discussed above, the Compensation Committee's policy is to set named executive officer compensation at sufficiently competitive levels within the construction equipment manufacturing industry, as well as within a broader group of companies of comparable size and complexity, in order to attract, retain and motivate named executive officers. In the past, the Company has engaged the services of compensation consultants and instructed them to conduct a market analysis and to assist the Companycompany in developing a long-term incentive plan and its overall executive compensation program. The most recent study was performed by Towers and Watson during 2012 for the Committee's use
With Arthur J. Gallagher & Co.'s assistance in evaluating 2013 salary adjustments and overall compensation opportunities for the Company's executives. For wages paid during 2014 and to be paid during 2015, the Compensation Committee continued its past compensation program without significant deviation. The Compensation Committee plans to again engage a consultant during 2015 to further review the Company's executive compensation and benefits for use in 2016 salary adjustments and overall compensation opportunities in order to ensure that our compensation remains at sufficiently competitive levels within our industry.
| Accuride Corp | Commercial Vehicle Group, Inc. | |
| Actuant Corporation | ||
| Alamo Group Inc. | ||
| Altra Industrial Motion Corp. | Greenbrier Companies | |
| Blount Intl. Inc. | Lindsay Corporation | |
| Nordson Corporation | ||
| Wabash National Corp |
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In general, the review of competitive market data and compensation opportunities available to executive officers of companies within our Peer Group revealed that the base salaries and total compensation opportunities of our named executive officers are generally below market. This is one factor that was considered in raising the base salary of our Chief ExecutiveFinancial Officer and our Group Vice President of Aggregate and Mining for 2014,2016, and setting annual cash incentive compensation opportunities for our named executive officers, as discussed below.
Consideration of Last Year's Advisory StockholderShareholder Vote on Executive Compensation
At the Annual Meeting of Shareholders on April 24, 2014,2016, over 99% of the shares voted were cast to approve the compensation of the Company's named executive officers, as discussed and disclosed in the 20142016 Proxy Statement. The Board and the Compensation Committee appreciate and value the views of our shareholders. The results of this advisory vote on executive compensation shows that the compensation paid to our executive officers and the Company's overall pay practices were supported by a vast majority of the shares voted. In light of the strong shareholder support ofNo specific changes were made in the compensation paid to our executive officers evidenced bydue to the results of this advisory vote, the Compensation Committee does not intend to make any specific changes to our executive compensation program for 2015 in response to the vote.
Going forward, future advisory votes on executive compensation will serve as an additional tool to guide the Board and the Compensation Committee in evaluating the alignment of the Company's executive compensation program with the interests of the Company and its stockholders.shareholders.
At the Annual Meeting of Shareholders on April 28, 2011, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, the Board determined to implement an advisory vote on executive compensation every year until the next requiredsince that vote. A vote onto recommend the frequency of stockholderadvisory shareholder votes on the compensation of executive officers which is scheduledrequired every six years, and accordingly, a vote to recommend the frequency of such votes in the future will occur at the 2017 Annual Meeting.
Elements of Our Compensation Program
The Company's executive officer compensation program is comprised of base salary, annual cash incentive compensation and long-term incentive compensation in the form of equity grants. We also provide our executive officers certain perquisites and executive benefits, including contributions to the Company's Supplemental Executive Retirement Plan (SERP), as well as other benefits that are generally available to all employees of the Company, including medical and 401(k) plans.
Base Salary
Base salary is the fixed component of our named executive officers' total direct compensation, as opposed to at-risk compensation based on performance. The Compensation Committee reviews base salaries on an annual basis and approves salary levels after a subjective assessment of a number of factors as discussed above. The Compensation Committee increased the salaries of our named executive officers as of January 1, 2014. After reviewing the market analysis and peer group study performed during 2012,2015, the Compensation Committee set the initial salary for our newly appointed CEO at $400,000 (a 94.2% increase over his previous year salary as President of one of our subsidiaries), and increased the base salary of our CFO by 10.5% effective January 1, 2014. Due to his transition from CEO to Chairman, the salary of our Chairman was not adjusted from the prior year level. Each of our other named executive officers receivedgranted a 3.5% cost of living adjustment to theireach of the named executive officers' base pay, other than the CFO. As the compensation study showed our CFO's pay rate was well below the median, his base salary from 3.0% to 3.2%,was increased by 11.11% effective January 1, 2014. Additionally, the salary of our Group Vice President was increased an additional $28,500 upon his promotion to his current position effective July 1, 2014.
2016.
Annual Cash Incentive Compensation
Annual cash incentive compensation rewards an executive officer's individual performance as well as the overall performance of the Company for a given year. BeginningRewards granted under the incentive plan implemented in 2013, the2016 for Company has two separate bonus plansofficers (including Messrs. Brock, Silvious, Smith and Dorris) are based 100% on total company performance, while rewards for key management – one for the Company's corporate officersGroup Presidents (including Mr. Patek) are based 50% on total company performance and one for our subsidiary companies' Presidents.50% on their group's performance. Both plans useused two financial metrics—return on capital employed (weighted 60%)45% in 2016) and cash flow on capital employedEBITDA margin (weighted 25%)40% in 2016)—and other non-financial metrics related to employee safety (weighted 15%) in 2016) in determining the annual bonus amounts. Prior to 2013, annualincentive cash awards. For 2016, each named executive officer had a target incentive compensationopportunity established as a percentage of our Company corporate officers was determined on a discretionary basis by the Board's Compensation Committee after consultationhis base salary depending upon his position with the Chief Executive Officer.Company (100% for Mr. Brock; 75% for Mr. Dorris; 60% for Mr. Silvious and Mr. Patek; and 50% for Mr. Smith), and each could earn up to 200% of their target incentive amount based on achievement of performance goals.
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These metrics are the key indicators of proper capital management and are critical to the Company's success. These elements are measured against pre-determined goals and achievement against those goals which drives a formula that calculates the amount of annual bonusincentive award paid.
The Company's 2016 performance resulted in annual cash incentive planawards equal to 114.2% of target for Company corporate officers calculates annual bonusesthose executives measured 100% based upon Company's consolidated performance for all corporate officers except for Group Presidents/Vice Presidents. Half of the Group Presidents/Vice President's bonuses are based upon the Company's consolidated performance and 95.6% of target for the other half is based upon the combined resultsGroup President of the companies in their group. Each corporate officer can earnour Aggregate and Mining Group. Mr. Brock, our CEO, earned an annual bonusaward of up to 70%$531,891 (114.2% of their base salary. The plan forsalary); Mr. Silvious, our subsidiary companies' Presidents allows each subsidiary President to earnCFO, earned an annual bonusaward of up to 50%$171,302 (68.5% of their base salary based upon the performancesalary); Mr. Dorris, our Executive VP and COO, earned an award of their individual subsidiary.
Long-Term Incentive Compensation
The Company provides long-term incentives to its executive officers through its 2006 and 2011 Incentive Plans,Plan, which permitpermits the grant of various equity based awards, including stock options, stock appreciation rights, restricted stock and performance awards that are payable in stock. Grants of equity based compensation are designed to create a strong and direct link between executive officer pay and shareholder return and to enable executive officers to develop and maintain a long-term position in the Company's common stock. Awards are granted at our discretion based on Company performance, individual performance and the employee's position with the Company.
Under a long-term incentive program approved by the Compensation Committee approved a long-term incentive programin October 2010 (the "2011 RSU Program"), which reserved a maximum of 700,000 RSUs that may be earnedkey management employees could earn restricted stock units ("RSUs") each year by approximately 100 employees of the Company and its subsidiaries, including its named executive officers, based on achievement of earnings goals for the year at target levels foroverall Company and/or the applicable subsidiary company meeting a five-year performance period (fiscal yearnet income goal and a return on capital employed goal during the calendar years 2011 through fiscal year 2015).2015. If the goals discussed below arewere met, the Compensation Committee grantswould grant a certain number of RSUs determined in its discretion to each of the Company's key employees that participate in the program, including the named executive officers. The individuals with greater influence over the Company's performance generally receivereceived more RSUs. For example, the Company's CEO earnscould earn more RSUs than other employees because of his level of influence on Company operations. The Compensation Committee, in its discretion and after consideration of the recommendation of the Company's CEO, determinesdetermined the amount of RSUs granted to executive officers, including subsidiary presidents, and each subsidiary president then dividesofficers. RSUs earned under the remainder allocated to his or her subsidiary among the subsidiary's key employees. RSUs2011 RSU Program vest and convert into shares of the Company's common stock five years from the grant date, subject to the individual's continued employment (other than in certain cases, such as retirement after reaching age 65). In addition, management will receivereceived an additional award if the cumulative performance over the five-year period exceeds the cumulative goals.
2016 Restricted Stock Unit Program
In addition2016, the Compensation Committee approved a new 2016 Restricted Stock Unit Program for Executive Officers (the "2016 RSU Program"). The 2016 RSU Program is similar to achieving the net income goal,2011 RSU Program in that it provides key officers of the Company (and JCI,and group leaders with an annual opportunity to earn RSUs based on achievement of pre-established performance goals. The performance goals under the 2016 RSU Program are based on pre-tax profit margin and total shareholder return relative to a peer group ("TSR"), as applicable tofurther described below. The pre-tax margin goal for corporate employees is based on the entire corporation, whereas the pre-tax margin goal for group leaders is based partially on the results of the entire corporation and partially on the results of their group.
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The first performance period under the 2016 RSU Program is a one-year period consisting of calendar year 2016, for awards that may be granted during the first quarter of 2017. The second performance period will be a two-year period consisting of calendar years 2016 and 2017, for awards that may be granted during the first quarter of 2018. The third performance period will be a three-year performance period consisting of calendar years 2016, 2017 and 2018, for awards that may be granted during the first quarter of 2019. Thereafter, the performance periods will be the three calendar years immediately preceding the date of grant.
Under the 2016 RSU Program, each named executive officer has an annual target award opportunity expressed as a percentage of his base salary in effect for the prior year (100% for Mr. Elliot) must also attain a returnBrock; 50% for Mr. Smith; 75% for Mr. Dorris; 60% for Mr. Silvious and Mr. Patek). The actual number of RSUs earned is based on capital employed,the level of achievement of two performance metrics as defined,follows:
Performance Matrix for Executive Officers
| Performance Goals and Payout Percentages | ||||||||||||||||
| Performance Metric | Weighting (% of Target Award) | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | ||||||||||||
| Pre-Tax Profit Margin - Corporate | 70% | 3% | 7% | 11% | ||||||||||||
| Total Shareholder Return | 30% | 25th percentile | 50th percentile | 75th percentile | ||||||||||||
Performance Matrix for Group President
| Performance Goals and Payout Percentages | ||||||||||||||||
Performance Metric | Weighting (% of Target Award) | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | ||||||||||||
| Pre-Tax Profit Margin - Corporate | 20% | 3% | 7% | 11% | ||||||||||||
| Pre-Tax Profit Margin - Group | 50% | 5% | 10% | 15% | ||||||||||||
| Total Shareholder Return | 30% | 25th percentile | 50th percentile | 75th percentile | ||||||||||||
Based on the Company's and group's level of at least 14% for RSU grants to be earned byachievement of the performance goals during calendar year 2016 and the $67.46 closing price of the Company's common stock on December 31, 2016, the named executive officers in each year.
| 2012 | 2013 | 2014 | 2015 | |||||||||||||
| Mr. Brock | -- | -- | -- | -- | ||||||||||||
| Mr. Silvious | -- | -- | -- | -- | ||||||||||||
| Dr. Brock | -- | -- | -- | -- | ||||||||||||
| Mr. Smith | -- | -- | -- | -- | ||||||||||||
| Mr. Elliott | 1,125 | 1,125 | 1,125 | 563 | ||||||||||||
Perquisites and other Executive Benefits
Executive officers are eligible for certain perquisites and additional benefits that are not available to all employees (but are available to many management level employees), such as our Supplemental Executive Retirement Plan ("SERP"). The SERP provides additional benefits to individuals whose retirement benefits are affected by the limit on the maximum amount of compensation which may be taken into account under the qualified pension and 401(k) plans and provides additional benefits on annual profit sharing distributions not recognized under the qualified plans. Additional details regarding perquisites and other benefits provided to our named executive officers are disclosed in the Summary Compensation Table and described in the accompanying narrative.
We believe the perquisites and additional benefits provided to our named executive officers are reasonable in light of industry practices and competitive with the perquisites provided to executive officers within our peer group. We review the perquisites provided to our executive officers on an annual basis to ensure that we are providing benefits that align with our overall compensation goal of providing competitive compensation to our executive officers that maximizes the interests of our shareholders.
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Executive Change in Control Severance Plan
In 2016, the Compensation Committee adopted an Executive Change in Control Severance Plan, which provides change of control severance benefits for a select group of key executives, including our named executive officers, in the event that the executive's employment is terminated without "cause" or by the executive for "good reason" within two years following a change of control of the Company.
The change of control severance benefits are intended to keep participating key leaders "neutral" to the possibility of corporate transactions in the best interests of stockholders by removing the fear of job loss and other distractions that may result from potential, rumored or actual changes of control of the Company. All benefits under our change of control plan are "double-trigger" benefits, meaning that no compensation will be paid to participants solely upon the occurrence of a change of control so as to not create an unintended incentive. We believe that this structure is appropriate for employees whose jobs are in fact terminated in such a transaction, without providing a windfall to those who continue employment following the transaction.
The specific terms of the Executive Change of Control Severance Plan, and the potential payments and benefits to our named executive officers are described more fully in the "Potential Payments upon Termination or Change of Control" section below.
Other Factors Affecting Compensation
Tax Deductibility Under Section 162(m)
In establishing pay levels for our named executive officers, the Committee considers the impact of Section 162(m) of the Internal Revenue Code on the amount of compensation deductible by the Company. Under current tax law, Section 162(m) imposes a $1 million$1,000,000 limit (per "covered employee") that a publicly traded company can deduct for compensation paid to each of the CEO and fourthree other most highly compensated executive officers (other than the CFO) who are employed as of the end of any fiscalthe year. This limitation does not apply to pay that qualifies as "performance-based compensation" (as defined under Section 162(m)). In order to qualify as "performance-based", compensation must, among other things, be based solely on the attainment of pre-established objective goals under a shareholder approved plan, with no positive discretion permitted when determining award payouts.
The Committee generally seeks to structure long-term incentive arrangements for named executive officers to qualify for full tax deductibility under Section 162(m). Our current long-term equity incentive program is structured so that all awards to our Chief Executive Officernamed executive officers will be fully deductible under Section 162(m). Any future options and stock appreciation rights granted under the 2011 Incentive Plan will be exempt from the deduction limit of 162(m). The Compensation Committee may designate any other award granted under the 2011 Incentive Plan as performance-based in order to make the award fully deductible. However, the Committee reserves the right to make awards outside of these plans or to provide compensation that does not qualify for full tax deductibility under Section 162(m) when deemed appropriate.
Accounting Considerations
The Company considers the accounting implications of all aspects of its executive compensation program. As a result of the provisions of FASB ASC Topic 718, we do not expect accounting treatment of differing forms of equity awards to vary significantly and, therefore, accounting treatment is not expected to have a material effect on our selection of forms of equity compensation. In addition, accounting treatment is just one of many factors impacting plan design and pay determinations. Our executive compensation program is designed to achieve the most favorable accounting and tax treatment possible as long as doing so does not conflict with intended plan design or program objectives.
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Additional Executive Compensation Policies
Stock Ownership Guidelines
| CEO | 5x annual base salary | |
| COO | 3x annual base salary | |
| CFO, Group President, Group VP, Vice Chairman and VP-Admin | 2x annual base salary | |
| Corporate Controller | 1.5x annual base salary |
Until the Executive has satisfied the above stock ownership levelsguidelines, such Executive is required to determine whetherretain fifty percent (50%) of the "net shares" of common stock received from the Corporation as compensation that are issued after July 28, 2016. Furthermore, once an executive has satisfied the stock ownership requirements are warranted.
guidelines, any future sales of stock by such executive shall be permitted only to the extent that such executive shall continue to meet the guidelines immediately following such sale.
EXECUTIVE COMPENSATION
Summary Compensation Table
This table provides information regarding compensation paid to or earned by our 2016 named executive officers for each of the fiscal years ended December 31, 2012, December 31, 20132014, 2015 and December 31, 2014.2016 in which they were also named executive officers.
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||
Benjamin G. Brock, Chief Executive Officer(5) | 2014 | 400,000 | -- | -- | -- | 64,258 | 464,258 | |||||||||||||||||||||
David C. Silvious VP, Chief Financial Officer and Treasurer | 2014 2013 2012 | 210,000 190,000 170,000 | -- -- 35,000 | -- -- -- | -- 20,143 -- | 36,581 69,891 33,539 | 246,581 280,034 238,539 | |||||||||||||||||||||
J. Don Brock, Company Chairman and Chairman of the Board(6) | 2014 2013 2012 | 600,000 600,000 580,000 | -- -- 160,000 | -- -- -- | -- 63,610 -- | 108,481 130,011 151,722 | 708,481 793,621 891,722 | |||||||||||||||||||||
W. Norman Smith, Company Vice Chairman and Vice Chairman of the Board(7) | 2014 2013 2012 | 320,000 310,000 277,639 | -- -- 100,000 | -- -- -- | -- 32,865 -- | 49,595 55,088 48,503 | 369,595 397,953 426,142 | |||||||||||||||||||||
| Jeffery J. Elliott, Group VP- Aggregate and Mining and former President, Johnson Crushers, Inc.(8) | 2014 2013 | 234,915 214,663 | -- -- | 45,585 40,061 | 53,576 107,500 | 44,776 45,593 | 378,852 407,817 | |||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||
| Benjamin G. Brock, Chief Executive Officer | 2016 2015 2014 | 465,750 450,000 400,000 | -- 20,000 -- | -- -- -- | 531,891 -- -- | 69,893 67,458 64,258 | 1,067,534 537,458 464,258 | |||||||||||||||||||||
David C. Silvious, VP, Chief Financial Officer and Treasurer | 2016 2015 2014 | 250,000 225,000 210,000 | -- 15,000 -- | -- -- -- | 171,302 -- -- | 42,648 35,143 36,581 | 463,950 275,143 246,581 | |||||||||||||||||||||
W. Norman Smith, Company Vice Chairman and Vice Chairman of the Board | 2016 2015 2014 | 342,792 331,200 320,000 | -- 15,000 -- | -- -- -- | 195,736 -- -- | 53,499 47,494 49,595 | 592,027 393,694 369,595 | |||||||||||||||||||||
Richard J. Dorris, Executive Vice President and Chief Operating Officer | 2016 | 321,368 | -- | 17,678 | 275,254 | 56,277 | 670,577 | |||||||||||||||||||||
Richard A. Patek, Group President Aggregate and Mining Group | 2016 2015 | 294,434 284,625 | -- -- | -- -- | 168,969 60,391 | 62,583 55,900 | 525,986 400,916 | |||||||||||||||||||||
17
| (1) | Reflects discretionary |
| (2) | Dollar amounts shown are equal to the grant date fair value of RSUs granted in the reported year, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation ("FASB ASC Topic 718"). The grant date fair value of the RSUs is equal to the Company's per share stock value on each grant date times the number of RSUs granted. For more information regarding annual RSU grants pursuant to our long-term incentive program, see the Compensation Discussion and Analysis section of this proxy statement. |
| (3) | Reflects annual incentive |
| (4) | Amounts included in this column for |
| Mr. Brock | Silvious | Dr. Brock | Smith | Elliott | Brock | Silvious | Smith | Dorris | Patek | |||||||||||||||||||||||||||||||
Employer contribution to 401(k) plan | $ | 7,800 | $ | 7,800 | $ | 7,800 | $ | 7,800 | $ | 7,800 | $ | 7,950 | $ | 7,950 | $ | 7,950 | $ | 7,950 | $ | 7,950 | ||||||||||||||||||||
Employer contribution to SERP | 45,298 | 22,514 | 66,361 | 35,037 | 33,300 | 48,182 | 25,875 | 35,490 | 33,365 | 36,346 | ||||||||||||||||||||||||||||||
Tax gross up on perks | -- | -- | 12,872 | -- | -- | |||||||||||||||||||||||||||||||||||
Personal use of Company plane | -- | -- | 15,171 | -- | -- | |||||||||||||||||||||||||||||||||||
Personal use of automobile costs | 3,237 | 6,267 | 6,277 | 6,758 | 3,521 | 2,627 | 6,250 | 2,816 | 8,190 | 4,942 | ||||||||||||||||||||||||||||||
Compensation for unused vacation | 7,923 | -- | -- | -- | -- | 10,385 | 2,163 | -- | 5,374 | 11,330 | ||||||||||||||||||||||||||||||
Other | -- | -- | -- | -- | 155 | 749 | 410 | 7,243 | 1,398 | 2,015 | ||||||||||||||||||||||||||||||
| TOTAL | $ | 64,258 | $ | 36,581 | $ | 108,481 | $ | 49,595 | $ | 44,776 | $ | 69,893 | $ | 42,648 | $ | 53,499 | $ | 56,277 | $ | 62,583 | ||||||||||||||||||||
Grants of Plan-Based Awards for FiscalCalendar Year 20142016
The following table sets forth individual grants of awards made to each named executive officer during fiscal year 2014.2016.
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | |||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | Threshold ($) | Target ($) | Maximum ($) | (#)(2) | ($)(3) | ||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||||||||||||||||||||
| Mr. Brock | 1 | 280,000 | 280,000 | -- | 465,750 | 931,500 | |||||||||||||||||||||||||||||||||||||
| Mr. Silvious | 1 | 147,000 | 147,000 | -- | 150,000 | 300,000 | |||||||||||||||||||||||||||||||||||||
| Dr. Brock | 1 | 420,000 | 420,000 | ||||||||||||||||||||||||||||||||||||||||
| Mr. Smith | 1 | 224,000 | 224,000 | -- | 171,396 | 342,792 | |||||||||||||||||||||||||||||||||||||
Mr. Elliott | 1 | 145,000 | 145,000 | ||||||||||||||||||||||||||||||||||||||||
| 2-28-14 | 1,125 | 45,585 | |||||||||||||||||||||||||||||||||||||||||
| Mr. Dorris | -- | 241,026 | 482,052 | ||||||||||||||||||||||||||||||||||||||||
| 2/28/16 | 419 | 17,678 | |||||||||||||||||||||||||||||||||||||||||
| Mr. Patek | -- | 176,752 | 353,504 | ||||||||||||||||||||||||||||||||||||||||
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| (1) | Represents potential threshold, target and maximum payout opportunities for financial performance in |
| (2) | Represents restricted stock units granted under our 2011 Incentive Plan based on |
| (3) | Represents the aggregate grant date fair value of each restricted stock unit award. The grant date fair value of the awards is determined pursuant to FASB ASC Topic 718 and is equal to the Company's stock price on the date of grant times the number of RSUs granted. |
Outstanding Equity Awards at 2014 Fiscal Year-EndDecember 31, 2016
This table discloses outstanding stock awards for the named executive officers as of December 31, 2014.2016.
| Stock Awards | Stock Awards | Stock Awards | ||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (6) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | ||||||||||||
| Mr. Brock | 2,000 | 1 | 78,620 | -- | -- | |||||||||||
| 4,657 | 2 | 183,067 | ||||||||||||||
| Mr. Silvious | 800 | 1 | 31,448 | -- | -- | |||||||||||
| 1,590 | 2 | 62,503 | ||||||||||||||
| Dr. Brock | 9,000 | 1 | 353,790 | |||||||||||||
| 18,351 | 2 | 721,378 | ||||||||||||||
| Mr. Smith | 3,100 | 1 | 121,861 | -- | -- | |||||||||||
| 6,321 | 2 | 248,479 | ||||||||||||||
| Mr. Elliott | 1,125 | 3 | 44,224 | |||||||||||||
| Mr. Dorris | 1,031 | 1 | 69,551 | |||||||||||||
| 1,125 | 4 | 44,224 | 1,031 | 2 | 69,551 | |||||||||||
| 1,125 | 5 | 44,224 | 419 | 3 | 28,266 | |||||||||||
| Mr. Patek | 1,125 | 1 | 75,893 | |||||||||||||
| 638 | 2 | 43,039 | ||||||||||||||
| (1) | Reflects restricted stock units granted under our |
| (2) | Reflects restricted stock units granted under our |
| (3) | Reflects restricted stock units granted under our 2011 Incentive Plan. The restricted stock units vest as to 100% of the units on February 28, |
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| Reflects the value calculated by multiplying the number of restricted stock units by |
Nonqualified Deferred Compensation for Fiscalthe Year 2014Ended December 31, 2016
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) (1) | Aggregate Earnings (Losses) in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (3) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) (1) | Aggregate Earnings (Losses) in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (3) | ||||||||||||||||||||||||||||||
| Mr. Brock | -- | 45,298 | 20,024 | -- | 324,596 | -- | 48,182 | 34,259 | -- | 443,360 | ||||||||||||||||||||||||||||||
| Mr. Silvious | -- | 22,514 | 14,791 | -- | 219,394 | -- | 25,875 | 16,273 | -- | 280,336 | ||||||||||||||||||||||||||||||
| Dr. Brock | -- | 66,361 | 96,425 | -- | 2,284,776 | |||||||||||||||||||||||||||||||||||
| Mr. Smith | -- | 35,037 | 52,952 | -- | 1,157,371 | -- | 35,490 | 688,996 | -- | 1,948,494 | ||||||||||||||||||||||||||||||
| Mr. Elliott | -- | 33,300 | 29,176 | -- | 574,991 | |||||||||||||||||||||||||||||||||||
| Mr. Dorris | -- | 33,365 | 20,592 | -- | 336,727 | |||||||||||||||||||||||||||||||||||
| Mr. Patek | -- | 36,346 | 337,342 | -- | 1,096,548 | |||||||||||||||||||||||||||||||||||
| (1) | Reflects the annual Company contributions made to the Supplemental Executive Retirement Plan (SERP) accounts of the named executive officers in an amount equal to 10% of the executive's total compensation, as defined in the plan. These amounts are reflected in the Summary Compensation Table in the "All Other Compensation" column. |
| (2) | Reflects the aggregate earnings credited to the executive's account during |
| (3) | To the extent that a participant was a named executive officer in prior years, executive and Company contributions included in the "Aggregate Balance at Last FYE" column have been reported as compensation in the Summary Compensation Table for the applicable year. |
The Astec Industries, Inc. Supplemental Executive Retirement Plan (SERP) provides a fully vested retirement benefit to our named executive officers upon their termination of employment with the Company.
During a participant's employment, the Company contributes 10%, unless specified otherwise by the Board, of such participant's compensation (which includes base salary and annual profit sharing distributioncash incentive awards but excludes certain amounts, such as an amount realized from the granting or vesting of restricted stock units) to each named executive officer's SERP account. This amount is credited with earnings or losses based on the rate of return on the Participant's investment elections, which include money market funds, mutual funds, and Company common stock, and are generally the same investment choices available under our 401(k) plan.
Upon separation from service, the Company will pay the participant a single lump sum in cash equal to the amount in his or her SERP account or a participant may elect to receive payment in annual installments, not to exceed 10 years. If a participant dies before receiving the lump sum payment, or, in the case of an annual installment election, before receiving all installments, the SERP account balance will be distributed to his or her survivor in a single lump sum as soon as practicable following the participant's death.
Accelerated withdrawal is not permitted except in certain limited circumstances specified in the plan. The Company may terminate the SERP at any time but must pay participants the account value as determined under the SERP.
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Potential Payments Upon Termination or Change-in-Control
As a matter of business philosophy, the Company generally does not enter into separate employment agreements or severance agreements with the Company'sindividual senior executive officers, including the Company's named executive officers. InHowever, on July 28, 2016, the Company adopted the Astec Industries, Inc. Executive Change in Control Severance Plan (the "Severance Plan"), which provides for severance payments and benefits to the Company's executive officers and subsidiary presidents, including the named executive officers, in the event their employment is involuntarily terminated in connection with a change in control of the Company. Major provisions of the plan are as follows:
Under the Severance Plan, participants are grouped into three tiers of benefits, as selected and designated by the Compensation Committee. The Committee designated the following named executive officers to participate in the Severance Plan: Messrs. Brock and Smith, as Tier I Participants; and Messrs. Silvious, Dorris and Patek, as Tier II Participants.
Under the Severance Plan, if a terminationparticipating executive's employment is terminated by the Company without cause or resignation withoutby the participant for good reason or(as such terms are defined in the Severance Plan), and the termination occurs within a 24 month period following a change in control of the Company (or if the termination occurs prior to a change in control and it can reasonably be shown that the termination was in connection with the change in control), the participant will be entitled to certain severance payments and benefits (the "Change in Control Severance Benefits"). The Change in Control Severance Benefits include lump sum cash payments of the following amounts: (1) a pro rata target annual bonus, (2) a severance payment equal to 3.0 times, in the case of a Tier I Participant, or 2.0 times, in the case of a Tier II Participant, or 1.5 times, in the case of a Tier III Participant, the participant's base salary and target annual bonus, and (3) a payment equal to the full cost to provide group health benefits to the participant for 36 months, in the case of a Tier I Participant, or 24 months, in the case of a Tier II Participant, or 18 months, in the case of a Tier III Participant (based on group health benefits sponsored by the Company would consider at that timeand maintained by the participant as of the termination date). In addition, all of the participant's outstanding stock options, restricted stock units and other stock awards with time-based vesting restrictions will become fully vested and exercisable, and all of the participant's outstanding performance-based stock awards will be deemed to have been fully earned as of the termination date based on an assumed achievement of all relevant performance goals at "target" level, and will payout within 60 days following the circumstances whethertermination date. The participant will also be eligible for 12 months following the termination date for up to enter into any arrangements providing for payments to our named executive officers.$25,000 of outplacement services payable by the Company.
The Severance Plan does not provide for any tax gross-ups. In the event a participant would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits to the participant would be reduced to the maximum amount that does not trigger the excise tax unless the participant would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.
In addition, our 2011 Incentive Plans providePlan provides that, awards will vest and become fully-exercisable, either immediately or at the endregardless of any applicable performance year,a change in control, in the event of a termination of employment due to the death, disability or retirement (after reaching age 65) of the individual. In addition, in the event (i) a change in control occurs where the surviving entity does not assume or otherwise equitably convert the awards, or (ii) the participant's employment is terminated without Cause or for Good Reason (as such terms are defined in the Plans) within two years after the effective date of a change in control,, all outstanding stock options, restricted stock units and other stock awards vest andwith time-based vesting restrictions will become fully exercisable. In addition, our Compensation Committee has the discretionvested and exercisable, and all outstanding performance-based stock awards will be deemed to fully vest awards under the 2006 and 2011 Incentive Plans upon terminationhave been earned on a pro rata basis at "target" level of employment or a change in control, even if such events do not automatically trigger vesting under the plan.performance.
The following table sets forth the numberestimated payments and value (based upon the fair market valuebenefits to each of Astec stock on December 31, 2014) of restricted stock units held by the named executive officers if their employment with the Company had been terminated under various circumstances as of December 31, 2014 that would have vested and converted to shares of common stock upon a termination of employment or a change in control as of such date under the specified circumstances described above.2016.
| Restricted stock units vesting | ||||||||
| Name | (# | ) | ($) | |||||
| Mr. Brock | 6,657 | 261,687 | ||||||
| Mr. Silvious | 2,390 | 93,951 | ||||||
| Dr. Brock | 27,351 | 1,075,168 | ||||||
| Mr. Smith | 9,421 | 370,340 | ||||||
| Mr. Elliott | 3,375 | 132,671 | ||||||
21
| Involuntary Termination or Voluntary Resignation without a Change in Control) ($) | Involuntary Termination in connection with Change in Control ($) | Termination Due to Death or Disability ($) | ||||||||||
| Mr. Brock | ||||||||||||
| Severance Payment | -- | 2,794,500 | (1) | -- | ||||||||
| Payment for Health Benefits | -- | 67,248 | (2) | -- | ||||||||
| Value of Equity Acceleration | -- | -- | -- | |||||||||
| Outplacement Services | -- | 25,000 | -- | |||||||||
| Total | -- | 2,886,748 | -- | |||||||||
| Mr. Silvious | ||||||||||||
| Cash Severance | -- | 800,000 | (1) | -- | ||||||||
| Health Benefits | -- | 37,992 | (2) | -- | ||||||||
| Value of Equity Acceleration | -- | -- | -- | |||||||||
| Outplacement Services | -- | 25,000 | -- | |||||||||
| Total | -- | 862,992 | -- | |||||||||
| Mr. Smith | ||||||||||||
| Cash Severance | -- | 1,542,564 | (1) | -- | ||||||||
| Health Benefits | -- | 21,996 | (2) | -- | ||||||||
| Value of Equity Acceleration | -- | -- | -- | |||||||||
| Outplacement Services | -- | 25,000 | -- | |||||||||
| Total | -- | 1,589,560 | -- | |||||||||
| Mr. Dorris | ||||||||||||
| Cash Severance | -- | 1,124,788 | (1) | -- | ||||||||
| Health Benefits | -- | -- | -- | |||||||||
| Value of Equity Acceleration | -- | 167,368 | (3) | 167,368 | (3) | |||||||
| Outplacement Services | -- | 25,000 | -- | |||||||||
| Total | -- | 1,149,788 | 167,368 | |||||||||
| Mr. Patek | ||||||||||||
| Cash Severance | -- | 942,372 | (1) | -- | ||||||||
| Health Benefits | -- | 29,064 | (2) | -- | ||||||||
| Value of Equity Acceleration | -- | 118,932 | (3) | 118,932 | (3) | |||||||
| Outplacement Services | -- | 25,000 | -- | |||||||||
| Total | -- | 996,436 | 118,932 | |||||||||
| (1) | Reflects severance payment equal to 3.0 times, in the case of Messrs. Brock and Smith, or 2.0 times, in the case of Messrs. Silvious, Dorris and Patek, the executive's base salary and target annual bonus. No pro rata bonus for 2016 is reflected in this table, as the actual annual incentive earned by each named executive officer for 2016 is reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. |
| (2) | Reflects cash payment equal to the cost of health coverage for 36 months in the case of Messrs. Brock and Smith, or 24 months, in the case of Messrs. Silvious, Dorris and Patek. |
| (3) | Reflects the value (based upon the fair market value of Company common stock on December 31, 2016) of unvested RSUs that vest upon the designated event. |
22
The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment including accrued salary, vacation pay, regular pension benefits, welfare benefits and 401(k) and nonqualified deferred compensation distributions. Amounts that would be distributed pursuant to our SERP for retirement eligible executives are indicated in the Nonqualified Deferred Compensation Plan table above.
DIRECTOR COMPENSATION
Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | ||||||||||||||||||
| James B. Baker | 26,500 | 33,000 | 59,500 | 32,475 | 88,490 | 120,965 | ||||||||||||||||||
| William G. Dorey | 15,500 | 33,000 | 48,500 | 35,312 | 88,490 | 123,802 | ||||||||||||||||||
| Daniel K. Frierson | 10,500 | 33,000 | 43,500 | 27,282 | 88,490 | 115,772 | ||||||||||||||||||
| William D. Gehl | 26,500 | 33,000 | 59,500 | 25,899 | 88,490 | 114,389 | ||||||||||||||||||
| Charles F. Potts | 14,000 | 24,750 | 38,750 | 25,899 | 88,490 | 114,389 | ||||||||||||||||||
| William B. Sansom | 24,500 | 33,000 | 57,500 | 34,050 | 88,490 | 122,540 | ||||||||||||||||||
| Glen E. Tellock | 31,000 | 33,000 | 64,000 | 23,899 | 88,490 | 112,389 | ||||||||||||||||||
| (1) | Mr. Brock |
| (2) | Reflects meeting attendance fees paid for the various Board and Committee meetings attended through April 27, 2016 and prorated annual committee retainers paid through April 27, 2016 under the expired director payment plan plus prorated annual retainers |
| (3) | Reflects the grant date fair value of common stock awards granted as payment of the director's annual retainer, with respect to Messrs. Baker, Dorey, Frierson, Potts, Sansom and Tellock, and deferred stock awards granted as payment of the director's annual retainer, with respect to |
The following table shows the aggregate number of deferred stock awards held by each director who is not a named executive officer as of December 31, 2014:2016:
| Director | Deferred Stock Awards | |||
| Mr. Baker | -- | |||
| Mr. Dorey | -- | |||
| Mr. Frierson | ||||
| Mr. Gehl | ||||
| Mr. Potts | -- | |||
| Mr. Sansom | -- | |||
| Mr. Tellock | -- | |||
Material Terms of Director Compensation Plan
Our director compensation program provides for both cash and equity compensation for our non-employee directors. The principal features of the director compensation program as in effect for 2014prior to April 28, 2016 are described below. We review director compensation on an annual basis.basis, and effective April 28, 2016, the Company adopted the Astec Industries, Inc. Amended and Restated Non-Employee Directors Compensation Plan, which changed the manner in which Directors are compensated as also described below.
Compensation Plan Prior to April 28, 2016:
Annual Retainers. AllEach non-employee directors receiveddirector receives an annual board retainer fee of $33,000 which they can individually electelected to receive in the form of cash, stock, deferred stock or stock options each year. In addition, the director compensation plan providesprovided for the following supplemental annual retainers:
2014(1) | 2016(1) | |||||||
| Audit Committee member | $ | 4,000 | $ | 4,000 | ||||
| Compensation Committee member | 2,000 | 2,000 | ||||||
| Nominating and Corporate Governance Committee member | 2,000 | 2,000 | ||||||
| (1) |
Meeting Fees. Our director compensation plan providesprovided for meeting fees for non-employee directors as follows:
| · | $1,500 for each board meeting; |
| · | $1,000 for each committee meeting attended; and |
| · | $500 additional fee to the audit committee Chairman for each audit committee meeting attended. |
Equity Awards. In accordance with the Company's Non-Employee Directors Stock Incentive Plan, the Company's non-employee directors maycould elect to receive their annual retainer in the form of cash, shares of common stock, deferred stock or stock options. If the director electselected to receive common stock, whether on a current or deferred basis, the number of shares to be received iswas determined by dividing the dollar value of the annual retainer by the fair market value of the common stock on the date the retainer iswas payable.
Non-employee directors maycould elect to defer the receipt of common stock received as payment of the annual retainer until the earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind arewere distributed to shareholders prior to the non-employee director's receipt of his or her deferred shares, an amount equal to the cash value of such distribution will bewas credited to a deferred dividend account for the non-employee director. The deferred dividend account will provideprovided the non-employee director with the right to receive additional shares of common stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions.
Non-employee directors maycould also elect to receive stock options in payment of the annual retainer. If the director electselected to receive stock options, the number of options to be received iswould have been determined by dividing the dollar value of the annual retainer by the Black-Scholes value of an option on the date the retainer iswas payable. The options will bewould have been fully exercisable on the date of their grant.
Annual Retainers. All non-employee directors receive an annual board retainer fee of $50,000, which they individually elect to receive in the form of cash, stock or deferred stock.
24
Supplemental Annual Retainers. Any non-employee director who serves as the Board's non-Executive Chairman or Lead Director or serves on any Board committee receive a supplemental annual retainer as follows:
| Service Description | Amount | |||
| Non-Executive Chairman | $ | 30,000 | ||
| Lead Director | $ | 15,000 | ||
| Audit Committee Chair | $ | 15,000 | ||
| Compensation Committee Chair | $ | 10,000 | ||
| Nominating and Governance Committee Chair | $ | 10,000 | ||
| Audit Committee member | $ | 7,500 | ||
| Compensation Committee member | $ | 5,000 | ||
| Nominating and Governance Committee member | $ | 5,000 |
Annual Stock Award. Each non-employee director receives a grant of restricted stock units equal in value to $65,000 on the grant date on the day following each year's annual shareholder meeting. The restricted stock units vest and convert to shares of Company common stock on the day prior to the next Annual Meeting of shareholders, assuming the participants continued service as a director.
Non-employee directors could elect to defer the receipt of common stock received as payment of the annual retainer or due to the vesting restricted stock units issued as their annual stock award until the earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind were distributed to shareholders prior to the non-employee director's receipt of his or her deferred shares, an amount equal to the cash value of such distribution was credited to a deferred dividend account for the non-employee director. The deferred dividend account provided the non-employee director with the right to receive additional shares of common stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20142016 and in this proxy statement.
COMPENSATION COMMITTEE
William D. GehlG. Dorey (Chairman)
James B. Baker
William G. DoreyD. Gehl
Charles F. Potts
This Report of the Compensation Committee shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
REPORT OF THE AUDIT COMMITTEE
Decisions and recommendations regarding the financial reporting procedures of the Company are made by the Audit Committee of the Board of Directors, which was comprised of Messrs. Tellock,Baker, Dorey, Frierson, Gehl, BakerPotts, Sansom and SansomTellock during the entire 20142016 year. Mr. Potts joined the Committee in April 2014. The following report is not subject to incorporation by reference in any filings made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
25
We, as a committee of the Board of Directors, oversee the Company's financial reporting process on behalf of the Board of Directors. We operate under a written charter adopted by the Board of Directors. This report reviews the actions we have taken with regard to the Company's financial reporting process during 20142016 and the Company's audited consolidated financial statements as of December 31, 20142016 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.2016.
In March 2004, the Board also designated us to serve as the Company's Qualified Legal Compliance Committee, or QLCC, in accordance with SEC rules and regulations. In our capacity as the QLCC, we are responsible for handling reports of a material violation of the securities laws or a breach of a fiduciary duty by the Company, its officers, directors, employees, or agents. In our capacity as the QLCC, we have the authority and responsibility to inform the Company's Chief Executive Officer of any violations. We can determine whether an investigation is necessary and can take appropriate action to address these reports. If an investigation is deemed necessary or appropriate, we have the authority to notify the Board, initiate an investigation and retain outside experts.
We are composed solely of independent directors, as that term is defined in Rule 5605(a)(2) of the Nasdaq Rules, and as independence for audit committee members is defined in the Nasdaq Rules. None of the committee members is or has been an officer or employee of the Company or any of its subsidiaries or has engaged in any business transaction or has any business or family relationship with the Company or any of its subsidiaries or affiliates. Our Chairman,Mr. Baker and Mr. Tellock hashave been designated by the Board as our financial expert.experts.
The Company's management has the primary responsibility for the Company's consolidated financial statements and reporting process, including the systems of internal controls. The Company's outside auditors are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Our responsibility is to monitor and oversee these processes and to recommend annually to the Board of Directors the accountants to serve as the Company's outside auditors for the coming year.
We have implemented procedures to ensure that during the course of each fiscal year we devote the attention that we deem necessary or appropriate to fulfill our oversight responsibilities under our charter. To carry out our responsibilities, we met teneight times during 2014.
2016.
In fulfilling our oversight responsibilities, we reviewed and discussed with management the audited consolidated financial statements to be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014,2016, including a discussion of the quality (rather than just the acceptability) of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.
We reviewed with the Company's outside auditorsindependent registered public accounting firm during 2014, Ernst & Young2016, KPMG LLP, as to their judgments about the quality (rather than just the acceptability) of the Company's accounting principles. We discussed with Ernst & YoungKPMG LLP the matters required to be discussed pursuant to Public Company Accounting Oversight Board AU 380AS 16 (Communication With Audit Committees). In addition, we discussed with Ernst & YoungKPMG LLP their independence from management and the Company, and we received and discussed with Ernst & YoungKPMG LLP the written disclosures and the letter from Ernst & YoungKPMG LLP required by the Public Company Accounting Oversight Board regarding their communications with us regarding their independence. We also considered whether the provision of services during 20142016 by Ernst & YoungKPMG LLP that were unrelated to their audit of the consolidated financial statements referred to above and to their reviews of the Company's interim consolidated financial statements during 20142016 was compatible with maintaining Ernst & YoungKPMG LLP's independence with respect to the time such auditorit was performing services for the Company.
Additionally, we discussed with the Company's internal auditors and independent auditorsregistered public accounting firm the overall scope and plan for their respective audits. We met with the outside auditors,independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.
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In reliance on the reviews and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20142016 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
James B. Baker, Chairman
William G. Dorey
Daniel K. Frierson
William D. Gehl
Charles F. Potts
William B. Sansom
Glen E. Tellock
March 10, 2015
2017
TRANSACTIONS WITH RELATED PERSONS
The Company recognizes that transactions between the Company and any of its related persons (as such term is defined in Item 404(a) of Regulation S-K) can present potential or actual conflicts of interest or create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Therefore, as a general matter, it is the Company's preference to avoid such transactions. Nevertheless, the Company recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company. Therefore, the Company has adopted a written policy with respect to related person transactions which requires either the Company's Audit Committee or the Company's Compensation Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the Company's written policy, any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company's related persons had, has or will have a direct or indirect material interest, must be reviewed, and if appropriate, approved or ratified by either the Audit Committee or the Compensation Committee.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with respect to beneficial ownership of Company's Common Stock as of February 17, 2015,2017, by the following individuals or groups:
| · | each of our current directors, nominees for director, and Named Executive Officers individually; |
| · | all our directors and executive officers as a group; and |
| · | each person (or group of affiliated persons) known by us to own beneficially more than 5% of our outstanding common stock. |
The percentage of beneficial ownership of common stock is based on 22,999,61423,046,049 shares deemed outstanding as of February 17, 2015.2017. In preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of the outstanding shares of our common stock pursuant to Section 13(d) or 13(g) of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information that we considered to be accurate and complete. We have determined beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated, we believe, based on information furnished to us, that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.
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Name and Address1 | Shares Beneficially Owned2 | Percent of Class | ||||||
| Directors, Nominees and Named Executive Officers: | ||||||||
Benjamin G. Brock3 | 205,494 | -- | % | |||||
David C. Silvious4 | 1,617 | -- | ||||||
J. Don Brock5 | 2,072,416 | 9.0 | ||||||
W. Norman Smith6 | 120,152 | -- | ||||||
Jeffery J. Elliott7 | 4,218 | -- | ||||||
William B. Sansom8 | 21,732 | -- | ||||||
Daniel K. Frierson9 | 6,762 | -- | ||||||
| Glen E. Tellock | 8,022 | -- | ||||||
William D. Gehl10 | 5,364 | -- | ||||||
| James B. Baker | 4,392 | -- | ||||||
| William G. Dorey | 8,498 | -- | ||||||
| Charles F. Potts | 1,131 | -- | ||||||
All directors, nominees and executive officers as a group11 | 2,496,957 | 10.9 | % | |||||
| 5% Stockholders | ||||||||
Lynne W. Brock12 | 1,589,976 | 6.9 | % | |||||
Black Rock, Inc.13 | 1,640,205 | 7.1 | % | |||||
Franklin Advisory Services14 | 2,495,798 | 10.9 | % | |||||
The Vanguard Group15 | 1,260,493 | 5.4 | % | |||||
Gabelli Funds, Inc.16 | 1,913,694 | 8.3 | % | |||||
Name and Address1 | Shares Beneficially Owned2 | Percent of Class | ||||||
| Directors, Nominees and Named Executive Officers: | ||||||||
| Benjamin G. Brock | 190,939 | -- | % | |||||
| David C. Silvious | 1,407 | -- | ||||||
| W. Norman Smith | 107,796 | -- | ||||||
Richard J. Dorris3 | 9,419 | |||||||
Richard A. Patek4 | 5,892 | -- | ||||||
| William B. Sansom | 23,461 | -- | ||||||
Daniel K. Frierson5 | 7,453 | -- | ||||||
| Glen E. Tellock | 9,572 | -- | ||||||
William D. Gehl6 | 7,478 | -- | ||||||
| James B. Baker | 5,942 | -- | ||||||
| William G. Dorey | 10,227 | -- | ||||||
| Charles F. Potts | 2,681 | -- | ||||||
All directors, nominees and executive officers as a group7 | 402,029 | 1.7 | % | |||||
| 5% Shareholders | ||||||||
Lynne W. Brock8 | 1,587,540 | 6.9 | % | |||||
BlackRock, Inc.9 | 2,138,953 | 9.3 | % | |||||
Franklin Resources, Inc.10 | 1,165,214 | 5.1 | % | |||||
Vanguard Group, Inc.11 | 1,697,497 | 7.4 | % | |||||
Gabelli Funds, Inc.12 | 2,007,925 | 8.7 | % | |||||
Division of Investment, Department of Treasury, State of New Jersey13 | 1,245,000 | 5.4 | % | |||||
Dimensional Fund Advisors LP14 | 1,486,885 | 6.5 | % | |||||
1 Except as otherwise noted, the address of each beneficial owner listed in the table is c/o Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421.
2 The amounts of the Company's Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. The beneficial owner has both voting and dispositive power over the shares of Common Stock, unless otherwise indicated. As indicated, certain of the shares included are beneficially owned by the holders by virtue of their ownership of rights to acquire such shares pursuant to options to purchase Common Stock, deferred stock rights and restricted stock units. Unless indicated in the table, the number of shares included in the table as beneficially owned by a director, nominee or officer does not exceed one percent of the Common Stock of the Company outstanding on February 17, 2015.
2017.
3 Mr. BrockDorris is the Executive Vice President and Chief ExecutiveOperating Officer of the Company. Beneficially owned shares include 2,0001,031 of restricted stock units that convert to shares of Common Stock on February 28, 2015.2017.
4 Mr. SilviousPatek is the Vice President, Chief Financial OfficerGroup President-Aggregate and TreasurerMining of the Company. TheBeneficially owned shares beneficially owned by Mr. Silvious include 8001,125 of restricted stock units that convert to shares of Common Stock on February 28, 2015.2017.
5 Dr. Brock is Chairman of the Company, its Chairman of the Board and its former Chief Executive Officer. The shares beneficially owned by Dr. Brock include 44,475 shares held in a residuary trust over which shares Dr. Brock has control as trustee. Beneficially owned shares also includes 27,351 of restricted stock units that convert to shares of Common Stock on a future designated date, subject to earlier settlement upon retirement.
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10055.
13 The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on January 10, 2017 by the Division of Investment, Department of Treasury, State of New Jersey. According to the Schedule 13G/A, the Division of Investment, Department of Treasury, State of New Jersey beneficially owns 1,245,000 shares, with sole dispositive power and sole voting power over all such shares. The address for the Division of Investment, Department of Investment, State of New Jersey is 50 West State Street, 9th Floor, PO Box 290, Trenton, NJ 08625-0290.
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14The number of shares reported and the information included in this footnote were derived from a Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP ("Dimensional"). According to the Schedule 13G, Dimensional , a registered investment adviser, may be deemed to have beneficial ownership of 1,486,885 shares , which are held by certain investment companies, trusts and accounts for which Dimensional serves as investment manager, adviser or sub-adviser. Dimensional has sole dispositive power over all such shares and sole voting power over 1,419,343 shares. Dimensional disclaims beneficial ownership of all such shares. The address for Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and persons who own beneficially more than 10% of the Company's Common Stock to file reports of ownership and changes in ownership of such stock with the Securities and Exchange Commission, and to furnish the Company with copies of all Section 16(a) forms they file. In addition, Item 405 of Regulation S-K requires the Company to identify in this Proxy Statement any person that may have failed to file a Section 16(a) form in a timely manner. Based solely upon information provided to the Company by each such person, the Company believes that its directors, executive officers and greater than 10% shareholders timely complied with all applicable Section 16(a) filing requirements during fiscal 2014,2016 except that Jeffrey M. Schwarz filed one Form 4 late on May 29, 2014, as approved byJanuary 26, 2017, to report an award of restricted stock units from the Company's Board of Directors, the cash dividendsCompany on shares of the Company's stock held by its Supplemental Executive Retirement Plan that were received in connection with the Company's declaration of a dividend for the first quarter of 2014 were automatically reinvested in each participant's account in the plan by the acquisition of additional shares of the Company's stock on May 29, 2014; however, the related Form 4's for each participant were not filed until July 9, 2014. The number of shares that were acquired but reported late for each participant are as follows: Jeffrey Richmond, 8.88 shares; Norman Smith, 54.97 shares; Joseph Vig, 8.45 shares; Matthew Haven, 0.99 shares; Timothy Gonigam, 12.80 shares; Richard Patek, 27.64 shares; Michael Bremmer, 8.33 shares; J. Don Brock, 114.46 shares; Chris Colwell, 3.59 shares; Malcolm Swanson, 0.35 shares; Thomas Wilkey, 0.38 shares; and Lawrence Cummings, 7.35 shares.
February 28,
2016.
AUDIT MATTERS
Representatives of KPMG are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services rendered by Ernst & Young LLPKPMG for the audit of the Company's annual consolidated financial statements for the years ended December 31, 20142016 and 2013,2015 and fees billed for other services rendered by Ernst & Young LLPthe firm during those periods.2016 and 2015. No fees were paid to KPMG LLP during the periods.prior to March 31, 2015.
| 2014 | 2013 | |||||||
Audit Fees(1) | $ | 1,947,918 | $ | 1,570,971 | ||||
Audit-Related Fees(2) | 90,075 | 213,197 | ||||||
Tax Fees(3) | 32,621 | 176,512 | ||||||
All Other Fees(4) | 1,985 | 1,995 | ||||||
Total | $ | 2,072,599 | $ | 1,962,675 | ||||
| 2015 | 2016 | |||||||
Audit Fees(1) | $ | 1,890,392 | $ | 2,052,419 | ||||
| Audit-Related Fees | -- | -- | ||||||
Tax Fees(2) | 5,646 | 7,396 | ||||||
| All Other Fees | -- | -- | ||||||
| Total: | $ | 1,896,038 | $ | 2,059,815 | ||||
| (1) | Audit Fees consisted of professional services performed for the audit of the Company's annual consolidated financial statements and the required review of consolidated financial statements included in the Company's Form 10-Q filings, as well as fees for subsidiary statutory audits. |
| (2) |
| Tax Fees consisted of fees for tax compliance and tax consulting services. |
Audit Fee Approval
The Company's Audit Committee preapproved all audit fees, audit-related fees,and tax fees and all other fees that were paid to Ernst & YoungKPMG LLP in fiscal 20142016 and fiscal 2013.2015.
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Audit Committee Pre-Approval Policy
Since October 24, 2002, the Company's Audit Committee has approved all fees for audit and non-audit services of the Company's independent registered public accounting firm prior to engagement. It is the policy of the Audit Committee, as set forth in the Audit Committee Charter, to pre-approve, to the extent required by applicable law, all audit and non-audit services provided to the Company by its independent registered public accounting firm. In accordance with applicable law, the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee has delegated to each of its members the authority to grant the required pre-approvals for any engagement that does not exceed twenty-five thousand dollars ($25,000).
Audit Committee Review
The Company's Audit Committee has reviewed the services rendered and the fees billed by Ernst & YoungKPMG LLP for the fiscal year ended December 31, 2014.2016. The Audit Committee has determined that the services rendered and the fees billed last yearin 2016 that were not related to the audit of the Company's consolidated financial statements are compatible with the independence of Ernst & YoungKPMG LLP as the Company's independent registered public accounting firm.
SOLICITATION OF PROXIES
The costs of soliciting proxy appointments will be paid by the Company. The Company's directors, officers and employees may solicit proxies in person or by telephone, mail, facsimile, internet or otherwise, but they will not receive additional compensation for their services. The Company may request brokers holding stock in their names, or the names of nominees, to forward proxy soliciting material to the beneficial owners of such stock and will reimburse such brokers for their reasonable expenses.
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS
The delivery rules regarding proxy statements and annual reports may be satisfied by delivering a single copy of a proxy statement and annual report or notice of availability of these materials to an address shared by two or more shareholders. This method of delivery is referred to as "householding." Currently, the Company is not householding for registered shareholders, but brokers, dealers, banks or other entities which hold Common Stock in "street name" for beneficial owners of Common Stock and which distribute proxy statements and annual reports or notice of availability of these materials they receive to beneficial owners may be householding. Such brokers, dealers, banks or other entities may deliver only one proxy statement and annual report or notice of availability to certain multiple shareholders who share an address, unless the Company or such other distributor has received contrary instructions from one or more of those shareholders. The Company undertakes to deliver promptly upon request a separate copy of the proxy statement and/or annual report or notice of availability of these materials to a shareholder at a shared address to which a single copy of these documents was delivered. If you hold shares of Common Stock as a registered shareholder and prefer to receive separate copies of a proxy statement or annual report or notice of availability either now or in the future, please send a written request to the Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. Shareholders who hold Common Stock through a broker, dealer, bank or other entity, who share an address and are receiving multiple copies of annual reports or proxy statements or notices of availability and who prefer to receive a single copy of such material, either now or in the future, can request delivery of a single copy of a proxy statement, annual report and/or or notice of availability, as requested, by contacting such broker, dealer, bank or other entity.
Our Annual Report and Proxy Statement will also be available on the web prior to our annual meeting.Annual Meeting. Once posted, you will be able to access, view and download this year's Annual Report and Proxy Statement on the web at www.proxyvote.com.
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OTHER MATTERS
Management does not know of any other matters to be brought before the meeting other than those referred to above. If any matters which are not specifically set forth in the form of proxy appointment and this Proxy Statement properly come before the meeting, the persons appointed as proxies will vote thereon in accordance with their best judgment.
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company, made pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, intended to be presented for consideration at the 20162018 Annual Meeting of Shareholders of the Company must be received by the Company at its principal executive offices on or before November 12, 201514, 2017 in order to be included in the Company's proxy statement and form of proxy relating to the 20162018 Annual Meeting of Shareholders.
Any other matter proposed by shareholders to be discussed at the 20162018 Annual Meeting of Shareholders may be so discussed if (i) the proposal is received by the Company on or before January 26, 201628, 2018 and (ii) the Company in its sole discretion and in accordance with applicable law, approves discussion of the matter at the 20162018 Annual Meeting of Shareholders. Any shareholder proposal not received prior to January 26, 201628, 2018 will be considered untimely and, if such proposal is nonetheless presented at the 20162018 Annual Meeting of Shareholders, then the proxy holders will be able to vote your shares on any such proposal to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended.
The Company's consolidated financial statements and other financial information for the fiscal year ended December 31, 20142016 may be found in the Company's 20142016 Annual Report, which has been made available to all shareholders. The 20142016 Annual Report does not form any part of the material for the solicitation of proxies.
ANY SHAREHOLDER WHO HAS NOT RECEIVED A COPY OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SEC SHALL BE FURNISHED A COPY WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE DIRECT YOUR WRITTEN REQUEST TO THE CORPORATE SECRETARY, ASTEC INDUSTRIES, INC. AT 1725 SHEPHERD ROAD, CHATTANOOGA, TENNESSEE 37421.
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