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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Filed by a Party other than the Registranto

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material Pursuant to §240.14a-12


Chase Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
     
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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CHASE CORPORATION
26 Summer Street
Bridgewater, MA 02324
Telephone (508) 819-4200


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

        Notice is hereby given that the annual meeting of shareholders of Chase Corporation will be held at 9:30 a.m. on Monday,Tuesday, February 6, 20125, 2013 at Chase Corporation's Global Operations Center, 295 University Avenue, Westwood, Massachusetts 02090 for the following purposes:

        Only shareholders of record on the books of Chase Corporation at the close of business on November 30, 20112012 are entitled to notice of and to vote at the meeting.

        The Board of Directors hopes that all shareholders who can conveniently do so will personally attend the meeting.

  By order of the Board of Directors,

 

 

GEORGE M. HUGHES
Corporate Secretary

December 21, 20112012

SHAREHOLDERS ARE REQUESTED TO SIGN AND DATE THE ACCOMPANYING
PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE


CHASE CORPORATION
26 Summer Street
Bridgewater, MA 02324
Telephone (508) 819-4200


PROXY STATEMENT
December 21, 20112012

        The enclosed proxy is solicited by and on behalf of the Board of Directors of Chase Corporation (the "Company") for the annual meeting of the Company's shareholders to be held on February 6, 20125, 2013 at 9:30 a.m., and at any adjournment thereof (the "Meeting"). The cost of solicitation will be borne by the Company. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telephone.

        The authority granted by a duly executed proxy may be revoked at any time before it is exercised by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or by voting in person at the Meeting. Shareholders who attend the Meeting in person will not be deemed thereby to have revoked their proxies unless they affirmatively indicate at the meeting their intention to vote their shares in person. Unless a proxy is revoked, the shares represented thereby will be voted as directed. If no specifications are made, then proxies will be voted "for" the election of the directors nominated by the Board of Directors, "for" the approval, on an advisory and non-binding basis, ofproposal to adopt the compensation of the Company's named executive officers, for the "every three years" option for the frequency, on an advisory and non-binding basis, of future advisory votes on executive compensation,Chase Corporation 2013 Equity Incentive Plan, "for" the ratification of the appointment of the Company's independent registered public accounting firm, and in accordance with the judgment of the proxy holders as to any other matter that may be properly brought before the Meeting or any adjournment or postponement thereof.

        On November 30, 2011,2012, there were 9,042,1539,065,677 outstanding shares of the Company's Common Stock, $0.10 par value per share (the "Common Stock"), which is the only class of voting stock outstanding. Shareholders of record at the close of business on November 30, 20112012 are entitled to vote at the Meeting. With respect to all matters that will come before the Meeting, each shareholder may cast one vote for each share of Common Stock registered in his or her name on the record date.

        A majority in interest of the Company's Common Stock outstanding and entitled to vote represented at the Meeting in person or by proxy will constitute a quorum for the transaction of business at the Meeting. Directions to withhold authority, abstentions, and broker non-votes will be counted for purposes of determining the existence of a quorum at the Meeting. A "broker non-vote" occurs when a registered broker holding a customer's shares in the name of the broker has not received voting instructions on a matter from the customer and is barred by applicable rules from exercising discretionary authority to vote on the matter and so indicates on the proxy.

        The approximate date on which this proxy statement and accompanying proxy card will be first sent or given to shareholders is December 26, 2011.2012. The Company's annual report for the fiscal year ended August 31, 20112012 will be sent to shareholders on the same date.

        Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 6, 20125, 2013:

        The Notice of Annual Meeting of Shareholders, this proxy statement, and the Company's annual report to shareholders are available at https://materials.proxyvote.com/16150R.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding ownership of the Company's Common Stock as of November 30, 20112012 by (i) all persons known to the Company to be beneficial owners of more than 5% of the Company's outstanding Common Stock, (ii) each of our directors or nominees for director, (iii) each of the executive officers named in our summary compensation table, and (iv) all of our directors and officers as a group.


 Nature and Amount of Beneficial Ownership  
  Nature and Amount of Beneficial Ownership  
 
Name
 Number of
Shares
Owned(a)
 Shares
Subject to
Options(b)
 Total Shares
Beneficially
Owned(c)
 Percentage of
Outstanding
Shares
  Number of
Shares
Owned(a)
 Shares
Subject to
Options(b)
 Total Shares
Beneficially
Owned(c)
 Percentage of
Outstanding
Shares
 
Edward L. Chase Revocable Trust(d) 1,057,512  1,057,512 11.70%
39 Nichols Road
Cohasset, MA 02025
 

FMR LLC(e)

 

894,586

 


 

894,586

 

9.89

%
82 Devonshire Street
Boston, MA 02109
 

Royce & Associates, LLC(f)

 

773,974

 


 

773,974

 

8.56

%
1414 Avenue of the Americas
New York, NY 10019
 

Peter R. Chase(g)

 

1,273,778

 

50,568

 

1,324,346

 

14.56

%
26 Summer Street
Bridgewater, MA 02324
 

Edward L. Chase Revocable Trust(d)
39 Nichols Road
Cohasset, MA 02025

 1,057,512  1,057,512 11.67%

FMR LLC(e)
82 Devonshire Street
Boston, MA 02109

 
904,986
 
 
904,986
 
9.98

%

Royce & Associates, LLC(f)
1414 Avenue of the Americas
New York, NY 10019

 
773,974
 
 
773,974
 
8.54

%

Peter R. Chase(g)
26 Summer Street
Bridgewater, MA 02324

 
1,259,035
 
93,529
 
1,352,564
 
14.77

%

Adam P. Chase(h)

 

170,699

 

30,035

 

200,734

 

2.21

%
 
180,902
 
53,221
 
234,123
 
2.57

%

Kenneth L. Dumas(i)

 

64,445

 

15,205

 

79,650

 

*

 
 
64,484
 
27,197
 
91,681
 
1.01

%

Mary Claire Chase

 

3,475

 


 

3,475

 

*

 
 
4,967
 
 
4,967
 
*
 

J. Brooks Fenno

 

12,891

 


 

12,891

 

*

 
 
14,621
 
 
14,621
 
*
 

Lewis P. Gack

 

14,850

 


 

14,850

 

*

 
 
13,879
 
 
13,879
 
*
 

George M. Hughes

 

4,756

 


 

4,756

 

*

 
 
6,248
 
 
6,248
 
*
 

Ronald Levy

 

21,350

 


 

21,350

 

*

 
 
21,600
 
 
21,600
 
*
 

Thomas Wroe, Jr.

 

7,177

 


 

7,177

 

*

 
 
7,200
 
 
7,200
 
*
 

All executive officers and directors as a group (9 persons)

 
1,573,421
 
95,808
 
1,669,229
 
18.27

%
  
1,572,936
 
173,947
 
1,746,883
 
18.91

%

*
Less than one percent

(a)
Excludes shares that may be acquired through stock option exercises.

(b)
Pursuant to Rule 13d-3(d) (1) of the Exchange Act, includes shares that may be acquired through stock option exercises within the 60-day period following November 30, 2011.2012. Excludes shares underlying stock options that have not vested and will not vest within such 60-day period.

(c)
The beneficial owners of these shares have sole voting power and sole investment power over such shares, except as otherwise indicated.

(d)
These shares are deemed to be beneficially owned by the Edward L. Chase Revocable Trust. The trustees have voting and investment power with respect to the shares. Ownership information is based upon the Form 4 filed by the trust on November 9, 2010. The trustees of the trust are Andrew Chase, Claire Chase, Sarah Chase, E. Stephen Chase, and Janet Gibson, each of whom has a business address c/o Edward L. Chase Revocable Trust, 39 Nichols Road, Cohasset, MA 02025. Under a voting agreement with the Company, the trust has agreed to vote its shares for the persons nominated to the Board of Directors by the Company's Nominating and Corporate Governance Committee until our annual meeting of shareholders in 2013 or, if earlier, such time as the trust ceases to own 10% of our common stock. Under the terms of the voting agreement, Mary Claire Chase has been nominated for election as a director of the Company at the Meeting.

(e)
These shares are deemed to be beneficially owned by FMR LLC (formerly FMR Corp.), Edward C. Johnson, Fidelity Management & Research Company, and Fidelity Low Priced Stock Fund, a registered investment company, each of which has sole investment power over the shares. Fidelity Low Priced Stock Fund has sole voting power over the shares. This information is based upon the Schedule 13G/A filed on February 14, 2011 and the Form 13F-HR filed on November 14, 2012 by FMR LLC.

(f)
These shares are deemed to be beneficially owned by Royce & Associates, LLC which has sole voting and investment power over the shares. This information is based upon the Schedule 13G/A filed on January 12, 20119, 2012 by Royce & Associates, LLC.

(g)
Of the total shares beneficially owned, 168,347101,617 represent shares of restricted stock, subject to forfeiture under time-based vesting provisions, with respect to which the executive has the right to vote and receive dividends.

(h)
Of the total shares beneficially owned, 52,626 represent shares of restricted stock, subject to forfeiture under time-based vesting provisions, with respect to which the executive has the right to vote and receive dividends. Of this amount 21,2268,213 shares of restricted stock are further subject to forfeiture under performance vesting provisions.

(h)(i)
Of the total shares beneficially owned, 64,55127,130 represent shares of restricted stock, subject to forfeiture under time-based vesting provisions, with respect to which the executive has the right to vote and receive dividends. Of this amount 8,178 shares of restricted stock are further subject to forfeiture under performance vesting provisions.

(i)
Of the total shares beneficially owned, 34,686 represent shares of restricted stock, subject to forfeiture under time-based vesting provisions, with respect to which the executive has the right to vote and receive dividends. Of this amount 4,3943,648 shares of restricted stock are further subject to forfeiture under performance vesting provisions.


Certain Transactions

        The Trustees of the Edward L. Chase Revocable Trust (the "Trust") have the power to vote the 1,057,512 shares of the Company's Common Stock held of record by the Trust on November 30, 20112012 at the Meeting. Under a voting agreement with the Company, signed in 2002 and amended in 2003, the Trust has agreed to vote its shares for the persons nominated to the Board of Directors by the Company's Nominating and Corporate Governance Committee until our annual meeting of shareholders in 2013 or, if earlier, such time as the


Trust ceases to own 10% of our Common Stock. Under the terms of the


voting agreement, Mary Claire Chase has beenwas nominated for election as a director of the Company at the Meeting.2012 annual meeting of shareholders. She was renominated for election at the Meeting, but not as a representative of the Trust.

        Consistent with the requirements of the NYSE Amex,MKT, the Audit Committee of the Board of Directors of the Company reviews and oversees any transactions with a "related person" within the scope of the SEC's rules on disclosure of such transactions. From time to time, the Board of Directors has formed a special independent committee of the Board comprised of independent and non-interested directors to review and oversee proposals relating to specific transactions with related persons on an ad hoc basis.basis, although no such committee was used during the 2012 fiscal year. The Company does not have a written policy relating to such review. Other than as described above, and other than the compensation and severance arrangements with the Company's named executive officers and the director compensation arrangements described in "Executive Officer and Director Compensation," the Company is not a participant in any transaction since the beginning of its last completed fiscal year, or any presently proposed transaction, involving more than $120,000 in which any shareholder holding more than 5% of the Company's Common Stock, any of its executive officers or directors or their immediate family members, or any other "related person" (as such term is defined in the rules of the Securities and Exchange Commission) has or will have a direct or indirect material interest.


Compensation Committee Interlocks and Insider Participation

        The current members of the committee are Messrs. Levy (Chairman), Wroe and Gack. None of the Company's executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the Company's Board of Directors or Compensation and Management Development Committee.



PROPOSAL 1
ELECTION OF DIRECTORS

        EightSeven directors are to be elected at the Meeting. The Board of Directors recommends that the eightseven nominees named below be elected as directors. The directors elected at the Meeting will hold office until the next annual meeting and until their successors are elected and qualified. When a proxy in the accompanying form is properly executed and returned, unless marked to the contrary, all shares represented by such proxy will be voted for the election of the persons named below. If any nominee should become unable or unwilling to serve as director, then the persons voting the accompanying proxy may in their discretion vote for a substitute. The Board of Directors is not presently aware of any reason that would prevent any nominee from serving as a director if elected.


Vote Required

        As long as a quorum is present, the nominees for director shall be elected by a plurality of the votes cast at the Meeting by the holders of shares entitled to vote at the Meeting. Votes may be cast in favor of the election of the nominees for director or withheld; votes that are withheld and broker non-votes will have no effect on the outcome of the election of directors.


Nominees

        The following table contains certain information about the nominees for director, as of the record date, including their business experience, qualifications, and other directorships. In addition to the qualifications and other attributes presented below, the Company also believes that each of the nominees has demonstrated the personal and professional integrity, good business judgment, adherence to high ethical standards, and commitment to service to the Company that are required of all directors. All of the directors' present terms expire in 2012.2013.

Name
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 
Adam P. Chase 39 President of the Company since January 2008, Chief Operating Officer of the Company since February 2007, Vice President Operations from February 2006 through February 2007, and Vice President Chase Coating & Laminating Division March 2003 through February 2007. 2010 40 President of the Company since January 2008, Chief Operating Officer of the Company since February 2007, and Vice President Operations from February 2006 through February 2007. 2010 


 

 

 

Adam Chase has thirteen years experience at Chase Corporation in various capacities including finance and operations as well as five years as an executive officer of the Company. His background in the day-to-day management of sales and operations as well as his present-day perspective gives him insight into the critical components that will help grow the Company.

 

 
   

Adam Chase has over fourteen years' experience at Chase Corporation in various capacities including finance and operations as well as six years as an executive officer of the Company. His background in the day to day management of sales and operations as well as his present-day perspective gives him insight into the critical components that will help grow the Company.

   

Peter R. Chase

 

63

 

Chairman of the Board of the Company since February 2007. Chief Executive Officer of the Company since September 1993. He is also a director of Bridgewater Savings Bank and AIM Mutual Insurance Company.

 

1993
 
64
 

Chairman of the Board of the Company since February 2007. Chief Executive Officer of the Company since September 1993. He is also a director of Bridgewater Savings Bank and AIM Mutual Insurance Company.

 
1993
 

Name
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 
   Peter Chase has two decades experience as an executive officer of the Company, and more than 35 years in various positions since starting with Chase Corporation. He has extensive knowledge of both the day to day operations of the Company and its strategic vision. The Board believes that it is important to have the insight of the Chief Executive Officer of the Company reflected in its strategic thinking.     

In 1988 Peter Chase was named an executive officer of the Company, and has more than 40 years' experience in various positions since starting with Chase Corporation. He has extensive knowledge of both the day to day operations of the Company and its strategic vision. The Board believes that it is important to have the insight of the Chief Executive Officer of the Company reflected in its strategic thinking.

   

Mary Claire Chase

 

56

 

President of Chase Partners, LTD., an executive search firm specializing in financial services and management consulting, since August 2000.

 

2005
 
57
 

President of Chase Partners, LTD., an executive search firm specializing in financial services and management consulting, since August 2000.

 
2005
 


 

 

 

Mary Claire Chase has an extensive background in human resources. Her experience with evaluating executive talent gives her insight into organizational structure which is critical to executing strategic plans. Mary Claire Chase has been nominated for election as a director of the Company pursuant to a Voting Agreement dated December 26, 2002, as amended December 10, 2003, between the Company and the Edward L. Chase Revocable Trust.

 

 
   

Mary Claire Chase has an extensive background in human resources. Her experience with evaluating executive talent gives her insight into organizational structure which is critical to executing strategic plans. Through and including our annual meeting of shareholders in 2012, Mary Claire Chase was nominated for election as a director of the Company under a Voting Agreement between the Company and the Edward L. Chase Revocable Trust.

   

J. Brooks Fenno

 

77

 

Founder and former President of Salesmark, a sales and marketing management consulting firm. Former director and current Board of Advisors for Bixby International Corporation and Acorn Manufacturing Company.

 

2006


 

 

 

The Board believes that Mr. Fenno's extensive experience in marketing and new product development, and his active involvement in mergers and acquisitions with other firms, will contribute to Chase's successful growth strategy.

 

 

Lewis P. Gack

 

67

 

Principal of LPG Consulting, an accounting and business consulting firm. Previously Treasurer and Chief Financial Officer of the United Group Operating Companies, Inc., a wholesale liquor distributor, from 1998 to October 2007.

 

2002
 
68
 

Principal of LPG Consulting, an accounting and business consulting firm. Previously Treasurer and Chief Financial Officer of the United Group Operating Companies, Inc., a wholesale liquor distributor, from 1998 to October 2007.

 
2002
 


 

 

 

Mr. Gack offers financial, accounting and legal experience as well executive experience to the Board. He has a background in public accounting in addition to operations and management expertise including a focus on inventory management and distribution.

 

 
   

Mr. Gack offers financial, accounting and legal experience as well executive experience to the Board. He has a background in public accounting in addition to operations and management expertise including a focus on inventory management and distribution.

   

George M. Hughes

 

72

 

Founder and Principal of the law firm, Hughes & Associates since May 1996.

 

1984
 
73
 

Founder and Principal of the law firm, Hughes & Associates since May 1996.

 
1984
 

   

Mr. Hughes is a business lawyer and has been a director of the Company for 29 years. The Board believes that his legal background, together with his extensive knowledge of the Company's operations and history, offer a valuable contribution to the Board, particularly on matters relating to corporate governance, board oversight, and strategic acquisitions.

  

Name
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 Age Business Experience During Past Five Years,
Other Directorships and Qualifications
 Has Been a
Director Since
 
   Mr. Hughes is a business lawyer and has been a director of the Company for 28 years. The Board believes that his legal background, together with his extensive knowledge of the Company's operations and history, offer a valuable contribution to the Board, particularly on matters relating to corporate governance, board oversight, and strategic acquisitions.  

Ronald Levy

 

73

 

Retired. Consultant at Navigant Consulting, Inc., from April 2002 through April 2006. Previously, Consultant with Arthur D. Little, Inc. from June 1969 to April 2002 and Vice President from 1987 to April 2002.

 

1994
 74 

Retired. Consultant at Navigant Consulting, Inc., from April 2002 through April 2006. Previously, Consultant with Arthur D. Little,  Inc. from June 1969 to April 2002 and Vice President from 1987 to April 2002.

 1994 


 

 

 

Mr. Levy has extensive experience as a strategic consultant to the international building products, wire and cable and construction industries. Mr. Levy offers a perspective drawn from decades of experience and exposure to a wide variety of other businesses and industries.

 

 
   

Mr. Levy has extensive experience as a strategic consultant to the international building products, wire and cable and construction industries. Mr. Levy offers a perspective drawn from decades of experience and exposure to a wide variety of other businesses and industries.

   

Thomas Wroe, Jr.

 

61

 

Chairman of the Board and Chief Executive Officer of Sensata Technologies, formerly the Sensors & Controls business of Texas Instruments, since 2000.

 

2008
 
62
 

Chairman of the Board and Chief Executive Officer of Sensata Technologies, formerly the Sensors & Controls business of Texas Instruments, since 2000.

 
2008
 


 

 

 

Mr. Wroe's strong executive experience, including as chief executive of a large public company, provides a well-rounded global perspective. He has experience in the oversight of complex operations and engineering, acquisitions and integration, manufacturing and customer relations, and offers additional business development expertise to the Board.

 

 
   

Mr. Wroe's strong executive experience, including as chief executive of a large public company, provides a well-rounded global perspective. He has experience in the oversight of complex operations and engineering, acquisitions and integration, manufacturing and customer relations, and offers additional business development expertise to the Board.

   

        Adam P. Chase, President and Chief Operating Officer of the Company, is the son of Peter R. Chase, grandson of Edward L. Chase (deceased) and nephew of Mary Claire Chase.

        Peter R. Chase, Chairman and Chief Executive Officer of the Company, is the father of Adam P. Chase, the son of Edward L. Chase (deceased) and the brother of Mary Claire Chase.

        Mary Claire Chase is the daughter of Edward L. Chase (deceased), and the sister of Peter R. Chase.

        J. Brooks Fenno is a current member of the Company's Board of Directors. In October 2012, Mr. Fenno informed the Company that he would not be standing for re-election at the Meeting.


Corporate Governance

        The Company has long believed that good corporate governance and high corporate ethics are important to ensure that the Company is managed for the long-term benefit of its shareholders.

        The Company's Board of Directors held fiveseven meetings during the fiscal year ended August 31, 2011.2012. Each director attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings held by committees of the Board on which he or she served. The Company does not have a formal policy with respect to director attendance at annual shareholders meetings; however it does


encourage all directors to attend. SixSeven out of eight directors attended last year's annual shareholders meeting held in January 2011.February 2012.

        The Company has adopted the Chase Corporation Code of Ethics, which is applicable to all of our employees, including our Chief Executive Officer, President, Chief Financial Officer, and Corporate Controller


and other employees with important roles in the financial reporting process. The Company has also adopted a Code of Business Conduct and Ethics for Directors of Chase Corporation, which is applicable to members of our Board of Directors. The Chase Corporation Code of Ethics and the Code of Business Conduct and Ethics for Directors of Chase Corporation are both available on the Chase Corporation web sitewww.chasecorp.com. It is the Company's intent to disclose any amendment to these codes of ethics, as they apply to our directors and executive officers, and to disclose any waiver, including an implicit waiver, from the provisions of these codes of ethics as they relate to such directors and officers, on its web site.

        Shareholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee directors as a group, by writing to: Chase Corporation, 26 Summer Street, Bridgewater, Massachusetts 02324, Attn: Board of Directors.

        The Board undertakes a review of director independence annually. As a result of its most recent review, the Board has determined that the following directors are independent, as defined in the listing standards of the NYSE Amex:MKT: J. Brooks Fenno, Lewis P. Gack, George M. Hughes, Ronald Levy and Thomas Wroe, Jr. In making this decision, the Board considered all relationships between the Company and the directors, including Mr. Hughes' role as (and compensation related to) outside general counsel to the Company.Company, as well as his administrative role as corporate secretary, which is a non-employee and non-officer position. The Board determined each such relationship, and the aggregate of such relationships, to be immaterial to the applicable director's ability to exercise independent judgment.


Board Leadership Structure

        The Company currently combines the offices of Chairman and Chief Executive Officer. The Board believes that it is in the best interests of the Company's shareholders to combine these offices because it puts the Company's senior-most executive officer in a position to guide the Board in setting its policies, priorities and strategies, while ensuring that key business issues and risks are brought to the Board's or Audit Committee's attention. The Chairman and Chief Executive Officer has a long history with the Company, and the Board believes that its current leadership structure makes the best use of his extensive knowledge of the Company and its industry, and enables clear communication between management and the Board.

        While the independent directors meet regularly in executive session, the Board currently has elected not to have a designated lead independent director to chair meetings at which only independent directors are present. The Board's view is that given the relatively small size of the Board, the appointment of a lead independent director is not necessary at this time. The standing committees of the Board all have one or more overlapping members, and the Board feels that communication among committees is relatively efficient in light of this cross-fertilization of membership. The Board believes that it is appropriate to choose the director to lead a particular discussion on a case by case basis, depending on the matter to be discussed, and that the existing structure fosters collaboration among independent directors.



Board's Role in Risk Oversight

        The Board is responsible for monitoring the risks that affect the Company, including operational, legal, regulatory, strategic and financial risks. As part of the regular Board meetings, management presents the Board with updates regarding key facets of the Company's operations. The Board is


responsible for assessing risks based on its working knowledge of the Company and the risks inherent in the Company's business. As discussed below, the Audit Committee monitors the Company's financial and audit-related risks. The Compensation and Management Development Committee monitors any risks that may arise from the Company's compensation policies and practices.


Committees of the Board of Directors

        The Board has the following standing committees: (a) Audit, (b) Compensation and Management Development, and (c) Nominating and Governance. All members of the committees serve at the pleasure of the Board of Directors. The functions and current membership of each committee are as follows:

        Audit Committee.    The Audit Committee recommends to the Board of Directors the engagement of the Company's registered public accounting firm, reviews the scope and extent of its audit of the Company's financial statements, reviews the annual financial statements with the registered public accounting firm and with management, and makes recommendations to the Board of Directors regarding the Company's policies and procedures as to internal accounting and financial controls. The current members of the Audit Committee are Lewis P. Gack, Chairman, J. Brooks Fenno and Thomas Wroe, Jr. Each member of the committee is independent, as independence for audit committee members is defined in the listing standards of the NYSE AmexMKT and the applicable regulations of the Securities and Exchange Commission. As Mr. Fenno is not standing for re-election as a member of the Board of Directors, Mr. Ronald Levy will replace Mr. Fenno on the Audit Committee as of the date of the Meeting. The Board has determined that Lewis P.Mr. Gack is an audit committee financial expert as defined in the Securities and Exchange Commission regulations. The Audit Committee held sixfive meetings during the fiscal year ended August 31, 2011.2012. The Audit Committee operates under a written charter that is available through the Company's website atwww.chasecorp.com.

        Compensation and Management Development Committee.    The Compensation and Management Development Committee advises the Board of Directors on matters of management, organization, and succession, recommends persons for appointments to key employee positions, and makes the final decisions regarding compensation for directors, officers and key employees. The committee administers the Company's equity incentive plans. The role of our Chief Executive Officer in reporting his evaluations of our other executive officers and making recommendations as to their compensation, as well as the committee's use of compensation consultants from time to time in benchmarking base salaries and providing other industry data, are described in more detail in the Compensation Discussion and Analysis presented elsewhere in this proxy statement. The members of the committee are Ronald Levy, Chairman, Lewis P. Gack and Thomas Wroe, Jr. Each member of the committee is independent, as independence for compensation committee members is defined under the listing standards of the NYSE Amex.MKT. The committee held four meetings during the fiscal year ended August 31, 2011.2012. The Compensation and Management Development Committee operates under a written charter that is available through the Company's website atwww.chasecorp.com.

        Nominating and Governance Committee.    The Nominating and Governance Committee recommends persons for election as directors of the Company, and makes recommendations to the Board of Directors regarding the structure and membership of the various committees of the Board of Directors, including the Nominating and Governance Committee itself. The members of the Nominating


and Governance Committee are J. Brooks Fenno, Chairman, George M. Hughes, and Ronald Levy. Each member of the committee is independent, as independence for nominating committee members is


defined in the listing standards of the NYSE Amex.MKT. The Nominating and Governance Committee held two meetingsone meeting during the fiscal year ended August 31, 2011.2012. The Nominating and Governance Committee operates under a written charter that is available through the Company's website atwww.chasecorp.com.


Director Nomination Process

        The Nominating and Governance Committee identifies individuals believed to be qualified to become Board members and recommends individuals to fill vacancies. In nominating candidates, the Committee takes into consideration such factors as it deems appropriate, including judgment, experience, skills and personal character, as well as the needs of the Company. The Nominating and Governance Committee will consider nominees recommended by shareholders if such recommendations are made in writing to the committee. The Nominating and Governance Committee does not plan to change the manner in which the committee evaluates nominees for election as a director based on whether the nominee has been recommended by a shareholder or otherwise.

        Mary Claire Chase has been nominated for election as a director of the Company pursuant to a Voting Agreement dated December 26, 2002, as amended December 10, 2003, between the Company and the Edward L. Chase Revocable Trust.

The Company's Bylaws provide that the Nominating and Governance Committee shall recommend for the election to the Board (i) a lineal descendant or spouse of Edward L. Chase (so long as the spouse of Edward L. Chase, his issue, a trust for the benefit of his spouse and/or his issue, or his estate owns 10% or more of the outstanding voting stock of the Company) and (ii) the Chief Executive Officer of the Company.

        The Company's Bylaws also provide that the Nominating and Governance Committee shallmay recommend to the Board of Directors any individual or individuals for election to the Board of Directors if, after such election, a majority of the Board of Directors shall consist of "non-affiliated directors." "Non-affiliated directors" are directors (i) who are not lineal descendants of Edward L. Chase (whether by blood or adoption); (ii) who are not the spouse of Edward L. Chase or of any of such spouse's lineal descendants; (iii) who are not at the time of determination, and shall not have been at any time within three years preceding such time, officers or employees of the Company (or its predecessor) or any of its subsidiaries, affiliates or divisions; (iv) who are not at the time of determination the beneficial owners of more than 10% of the issued and outstanding shares of any class of the Company's stock; and (v) who are not officers, employees, directors or partners of any person who at the time of determination is a holder of more than 10% of the issued and outstanding shares of any class of the Company's stock.

        The Nominating and Governance Committee does not have a formal policy relating to diversity among directors. In considering new nominees and whether to re-nominate existing members of the Board, the committee examines each person's specific skills and attributes in the context of the skill sets represented on the Board as a whole, and seeks to achieve a Board with strengths in its collective knowledge and a broad diversity of perspectives, skills and business and professional experience. Among other items, the committee looks for a range of experience in strategic planning, sales, finance, executive leadership, legal and similar attributes.


        In addition to the requirements relating to "non-affiliated directors" summarized above, at least a majority of the directors on the Board must be independent directors as defined in the rules of the NYSE Amex.MKT.



Audit Committee Report

        The Audit Committee of the Board of Directors is appointed by the Board of Directors. The members of the Audit Committee meet the independence requirements of the NYSE Amex.MKT. The Audit Committee, in accordance with its written charter, oversees the Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended August 31, 20112012 with management including a discussion of the quality, not just the acceptability, of the Company's accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

        The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company's Independent Registered Public Accounting Firm, the matters required to be discussed by Statement of Auditing Standards No. 61,Communication with Audit Committees, as amended, as adopted by PCAOB, which provides that certain matters related to the conduct of the audit of the Company's financial statements are to be communicated to the Audit Committee. The Audit Committee has also received the written disclosures and letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP's communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from the Company.

        The Audit Committee discussed with PricewaterhouseCooopers LLP, the overall scope and plans for its audit. The Audit Committee met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examination, its evaluation of the Company's internal controls and the overall quality of the Company's financial reporting.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended August 31, 20112012 for filing with the Securities and Exchange Commission. The Audit Committee has selected PricewaterhouseCoopers LLP to serve as the Company's Independent Registered Public Accounting Firm for fiscal year 2012.2013.



EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis

Introduction

        This Compensation Discussion and Analysis is intended to provide a context for the disclosures contained in this proxy statement with respect to the compensation paid to our chief executive officer, Peter R. Chase, our chief financial officer, Kenneth L. Dumas, and our chief operating officer, Adam P. Chase. Together, these officers are referred to as the "named executive officers," and their compensation is detailed in the tables that follow this Compensation Discussion and Analysis. Specifically, this Compensation Discussion and Analysis will explain the objectives and material elements of the compensation of the named executive officers during the fiscal year ended August 31, 2011.2012.

        The Compensation and Management Development Committee of our Board of Directors has the responsibility of developing and overseeing a comprehensive compensation philosophy, with strategies and principles that have the support of the Board of Directors and management, and that ensure the fair and consistent administration of our compensation program. The Compensation and Management Development Committee makes recommendations to the full Board for approval relating to the total compensation to be paid to the named executive officers, including salary, performance bonus, equity awards, long-term awards, benefits and perquisites.

        In this analysis, we refer to the Compensation and Management Development Committee as "the committee" or "the compensation committee." The committee operates under a written charter which is available on our corporate web site,www.chasecorp.com, under "Corporate Governance."

Philosophy and Objectives of Our Compensation Program

        The primary objectives of the compensation committee are to ensure that our executive compensation and benefits programs:

        Our compensation committee believes that the most effective compensation program is one that will provide incentives that are directly linked to the achievement of company strategies through easily measured, company-wide performance targets, while providing a reasonable level of income security to the named executive officers through competitive base salaries and retirement benefits. To this end, our executive compensation reflects a balance of cash and non-cash compensation, and a mix of currently paid compensation and long-term incentives. The compensation committee does not set a rigid target for these mixes, and the mix will necessarily vary from year to year based upon our underlying financial


performance. Our incentive plans combine financial targets to reward performance with time-based vesting to assist retention.

Committee Purposes and Responsibilities

        One of the primary purposes of the compensation committee is to determine the total target compensation levels for the senior executive officers of the company and to establish and annually review the programs that will determine the actual rewards against those targets.

        The committee is charged with ensuring that the target compensation levels and the allocation of short term and long term components are sufficient to attract, motivate and retain seasoned professional managers, while at the same time ensuring that the pay is reasonable and fair to our shareholders in light of the company's financial performance and when compared to executive officers of similar position and responsibility at other businesses.

        The committee is also responsible for reviewing the annual compensation for service on our Board of Directors or for service as a member or chair of any of the various committees of our Board of Directors, and, if appropriate, for recommending to the Board for approval any changes to those programs.

        The committee has the authority to retain and terminate any legal counsel or any compensation or other consultant to be used to assist in the evaluation of director or executive compensation and has sole authority to approve the consultant's fees or other retention terms.

        It also reviews and administers our equity compensation plans, and reviews any existing or proposed employment agreement, change in control or severance agreement, or any special or supplemental benefits not offered as part of a broad-based plan that are made available to our named executive officers. Where appropriate, it recommends adoption, amendment, or termination of such programs or agreements to the full Board of Directors.

Role of Executive Officers in Compensation Decisions

        Our compensation committee makes all determinations affecting the compensation for our named executive officers, including our Chief Executive Officer, and recommends those determinations to the full Board of Directors for approval. Our Chief Executive Officer attends meetings of the committee as a non-voting advisory member, except that he is not present for any discussion of his own compensation. The compensation committee receives and carefully considers our Chief Executive Officer's evaluations of all named executive officers other than himself, as well as his recommendations with respect to all components of compensation of the other named executive officers. In reviewing and considering the evaluations and recommendations of the Chief Executive Officer, the committee takes into account the familial relationship between the Chief Executive Officer and Adam P. Chase, the President and Chief Operating Officer, and satisfies itself that the recommendations are based solely on merit and performance. The committee expressly reserves the right to exercise its discretion in modifying any adjustments or awards recommended by our Chief Executive Officer, although historically the committee has given significant weight to the recommendations of our Chief Executive Officer with respect to the other named executive officers.


Use of Compensation Consultants and Benchmarking Data

        A description of the extent to which we benchmark our base salary levels against other companies is described below under "Base Salary." The committee has taken advice from expert compensation consultants engaged both by the committee and by management to set up the position values and salary ranges for executive officers and continues to adjust base salaries annually in order for the Company to be competitive with respect to executive compensation. Consultants used by the committee and management in the past have included among others James F. Reda & Associates, LLC ("Reda") and Thomas Warren Associates. The compensation consultants have used similar benchmarking data in recommending the performance based components of the executive compensation package. In 2010, as noted in more detail below, the committee engaged Reda to perform a competitive review of overall executive pay levels in comparison to market levels and to recommend appropriate changes to our long term incentive plans. After considering their recommendations, the committee adopted certain changes to the performance metrics used in our cash and equity incentive plans and the thresholds and pro ration curves used under those plans. Reda was engaged directly by the committee. It advised solely on executive compensation and offered no other services which might cause a conflict of interest. The committee did not use the services of a compensation consultant during 2011.2012.

Principal Elements of our 20112012 Compensation Program

        There were threefour principal elements of compensation for our named executive officers during fiscal 2011.2012. These were:

        The financial measurement metrics and targets used in the annual cash incentive plan and the annual equity award plan are subject to annual review by the committee, which reserves the right to set different objectives on either the cash incentive plan or equity award program as it feels appropriate in light of the annual and long term objectives of the Company. As discussed in more detail below, in fiscal 2009 and prior years the cash and equity incentive plans both used the same performance measurement to determine actual payouts to the named executive officers, but beginning in 2010 the committee adoptedutilizes differing financial performance targets for the two programs. The cash incentive plan and the equity awards programprogram. The two programs also differ in the dollar value of the target awards and in their vesting provisions, since payments under the cash incentive plan are made after the end of each fiscal year, and the equity awards, both those with performance-based vesting criteria and those without, vest over a period of three years from the time of grant. The total compensation package thus provides a mix of (1) current cash payments in the form of salary, independent of year-to-year financial performance;


(2) annual cash payments determined by reference to the Company's actual results of operations for the year compared to a target; and (3) equity awards, half of the target value of which is subject to vesting provisions relating to the Company's financial results, together with restricted stock and stock options that are not specifically tied to financial performance, all of which are subject to time-based vesting provisions in order to foster our retention objectives. In addition, we maintain a pension plan and other retirement benefits for our executives.

        The cash incentive plan for 20112012 sets compensation levels with respect to earnings before interest, taxes, depreciation and amortization ("EBITDA") for the fiscal year in question, as adjusted at the discretion of the committee. The equity award program sets compensation levels with respect to our earnings per share ("EPS") for the fiscal year in question, as adjusted at the discretion of the committee. As a result, a substantial proportion of our named executive officers' total compensation is tied to our earnings in each fiscal year. The committee determined for 20112012 that EBITDA is the most appropriate tool for measuring the underlying performance of the company and its management team for the annual incentive plan while EPS is used for the equity plan as it is a more common and consistent measure for longer term incentive programs and aligns with how shareholders are rewarded. In addition, the committee has chosen to emphasize company-wide achievement of financial objectives in this manner, as opposed to emphasizing more subjective individual performance criteria or measurements based upon business units or other operating data, because it believes it is important to use a metric that is easily measured and understood from the beginning of the year, that fosters teamwork among the management team, and that most directly aligns the interest of the named executive officers with those of all shareholders. The committee does retain discretion to adjust or supplement the cash incentive awards paid, either upward or downward, but these individual adjustments based on qualitative or subjective factors have historically had a relatively small impact on total compensation compared to the objective components.downward.

        The following discussion seeks to explain why the compensation committee has chosen to pay each compensation element, how it determines the amount of each element, and how the element and the committee's decisions regarding that element in fiscal 20112012 fit into the Company's overall compensation objectives and affect decisions regarding other elements.

        Base Salary.    We pay a base salary to each of our named executive officers. The objective is to provide base compensation to the executive that is competitive with base compensation that the executive could earn in a similar position at other companies and which will provide a reasonable level of income security for the executive without regard to year-to-year fluctuations in our financial condition. A range of base salary levels for key positions in the Company was established most recently in 2010 upon the recommendation of a compensation consultant, Reda, which was engaged by the committee to provide analysis and input on executive pay and incentive plan design for the top three executive officers.


The ranges for these key positions were established taking into account benchmarking data provided by the compensation consultant which included a survey of the following 20 companies:

Optical Cable Corporation

 

Nortech Systems,  Inc.

SatCon Technology Corporation

 

SigmaTron International, Inc.

Omega Flex,  Inc.

 

Eastern Company

Spire Corporation

 

Zoltek Companies,  Inc.

BTU International, Inc.

 

Sterling Chemicals, Inc.

Transcat Inc.

 

NL Industries,  Inc.

Magnetek,  Inc.

 

Material Sciences Corporation

Met-Pro Corporation

 

KMG Chemicals,  Inc.

CORE Molding Technologies

 

American Pacific Corporation

SurModics,  Inc.

 

Balchem Corporation

        The companies surveyed had median revenues in fiscal 2008 and 2009the two years prior to the survey of approximately $121 million (putting us at the 39th percentile), median full time employees of 347 (putting us at the 54th percentile) and median market capitalization of approximately $54 million (putting us at the 63rd percentile). Our pre-tax profit growth was at the 63rd percentile relative to the companies surveyed. In comparison to the peer group, Reda reported that our executive officers' total compensation was in line with market rates. Our Chief Executive Officer's compensation was above the median with respect to both salary and total compensation, representing in part his long tenure at the Company, while our Chief Operating Officer's total compensation and salary were approximately at market, and our Chief Financial Officer's compensation was below the median with respect to both salary and total compensation. Additionally, management has previously engaged Thomas Warren Associates, to ensure salary ranges were and remained appropriate throughout the Company, not just at the management level. Individual executives' base salaries are set initially upon hiring or promotion to a position within the established range, taking into account each executive's experience in the role and other subjective factors, and are reviewed annually thereafter. As outlined above, the Chief Executive Officer makes salary adjustment recommendations to the committee with respect to the named executive officers other than himself. Historically, salary increases have been in the range of 3% to 6% per year, or higher in circumstances where executives are promoted to substantially increased responsibilities. The committee intends from time to time, but not necessarily annually, to revisit the salary ranges used by reference to updated benchmark data, in order to ensure that salaries remain competitive but not excessive. For fiscal 2011,2012, the committee increased the base salaries of Peter R. Chase,each of our Chief Executive Officer,named executive officers by 4%, of Adam P. Chase, our President, by 5%, and of Kenneth L. Dumas, our Chief Financial Officer, by 5%,3.5% over the prior year.

        Cash Incentive Plan.    At the beginning of each fiscal year, following the annual budget presentation by management to the Board of Directors, the committee sets a corporate performance target for the upcoming fiscal year to be used in connection with the company's incentive compensation programs. As noted above, for fiscal 20112012 this financial target was set at a certain level ofestablished as an EBITDA with respect torelated target under the cash incentive plan. The EBITDA target was set by the committee with reference to both historical performance and expected future performance. The committee believes that the targets set as a general matter should be reasonably attainable through consistent performance as compared to recent years, and it is the committee's expectation that the actual awards granted under the relevant plan will exceed the "target" awards where management achieves growth over historical annual EBITDA levels. The corporate EBITDA targets are set in a way that tends to reflect improvement over historical results


generally, at least during periods of multi-year growth in EBITDA, but do not always reflect improvement


over the most immediately preceding fiscal year. For fiscal 2011,2012, the corporate EBITDA target set by the committee was $19.4$21.4 million. In fiscal 2011 actual results exceeded the target.

        At the end of the fiscal year, actual results are compared to the target established at the beginning of the year. In establishing the compensation program, it was the Board's intent to exclude from actual performance measurements the effect of unusual or nonrecurring events, income or expenses from the calculations. The committee consequently has the discretion to decide, and has decided from time to time in the past, to exclude certain items or to make other adjustments in order to fairly reflect our underlying operating performance for the year. ForNo adjustments were made for fiscal 2009, for example, it2010 or fiscal 2011. In fiscal 2012, the committee made net upward adjustments of approximately $0.5$4.6 million to our actual results used to calculate payments under the plan in order to reflectexclude transaction costs associated with the Company's acquisition of NEPTCO and to exclude unanticipated and unusual charges. For periods priornon-cash pension settlement costs on the defined benefit pension plan. The reconciliation from net income to fiscal 2010, earnings before tax, or EBT, was the metric used for both the annual cash incentive and equity incentive plans before changing to anadjusted EBITDA based target and an EPS target in fiscal 2010 for the cash and equity incentive plans, respectively. No adjustments were made for fiscal 2011 or 2010.2012 is as follows (in thousands):

Net income

 $9,338 

Interest expense

  398 

Income taxes

  4,775 

Depreciation

  3,257 

Amortization

  2,716 
    

EBITDA

 $20,484 

Acquistion related costs

  3,206 

Expense related to inventory step-up

  828 

Defined benefit plan settlement costs

  550 
    

Adjusted EBITDA

 $25,068 
    

        In order for any amounts to be payable under the plan, the Company must meet a threshold level of 90% of the target EBITDA. Actual payments are made under the plan by reference to the target awards established by the committee for each of the named executive officers as a percentage of their base salaries, although they are subject to adjustment as described below. The maximum award under the cash incentive plan is reached at 120% of the target performance measure. The actualadjusted EBITDA of $21.3as presented above was $25.1 million for fiscal 20112012 and represented achievement at approximately 110%117% of the target amount. Amounts potentially payable under the cash incentive plan, as a percentage of salary, and amounts actually paid are reflected in the table below for fiscal year 2011.2012.

 
  
  
  
 Actual FY 2011 Payments 
 
 Cash Awards Payable for 2011 
 
 Award as
percentage
of annual
salary
  
 
Name of executive
 At 90%
of target
 At 100%
of target
 At 120%
of target
 Final
payments
made(1)
 
 
 (as percentage of base salary)
  
  
 

Peter R. Chase

  25% 50% 100% 74%$389,319 

Adam P. Chase

  20% 40% 80% 69%$175,000 

Kenneth L. Dumas

  15% 30% 60% 50%$90,000 

(1)
The compensation committee retains the discretion to make adjustments based upon subjective factors and the recommendation of the Chief Executive Officer. In fiscal 2011, based upon the recommendation of the Chief Executive Officer, additional discretionary amounts of $25,000 and $9,400 were paid to Adam P. Chase and Kenneth L. Dumas, respectively. These adjustments are reflected in the final payments made in the table above.
 
  
  
  
 Actual FY 2012 Payments 
 
 Cash Awards Payable for 2012 
 
 Award as
percentage
of annual
salary
  
 
Name of executive
 At 90%
of target
 At 100%
of target
 At 120%
of target
 Final
payments
made
 
 
 (as percentage of base salary)
  
  
 

Peter R. Chase

  25% 50% 100% 93%$504,012 

Adam P. Chase

  20% 40% 80% 74%$194,189 

Kenneth L. Dumas

  15% 30% 60% 56%$104,345 

        A similar cash incentive program was approved by the committee and maintained and paid out of a bonus pool, with payments determined by reference to our adjusted EBITDA, for other key employees at


the Company. In fiscal 2011,2012, approximately 4050 employees participated in that program (with most payments at the discretion of the Chief Executive Officer and the other executive officers).

        Equity Incentive Plan.    The third element of our compensation program is our equity-based long-term incentive plan. In 20112012 our equity incentive plan used a combination of three types of equity awards: performance-based restricted stock, time-vesting restricted stock and stock options.


        The performance-based element measured annual performance against an earnings per share ("EPS") target for fiscal 20112012 and represented 50% of the total target equity award for each of the name executive officers. The other half of the total target equity award to each named executive officer was split evenly between time-based restricted stock and stock options.

        The following table shows, for each of the named executive officers, the total target equity awards for each officer as determined at the beginning of the fiscal year, and the final equity incentive awards with respect to the performance based restricted stock as calculated at the end of the fiscal year.

Name
 Target Equity
Award as %
of Salary
 Value at Grant Date Performance
Shares at Grant Date(1)
 Time Vesting
Shares at Grant Date(2)
 Stock Options at
Grant Date(2)
 Actual Payout
for 2011
Performance
shares
(# of shares)
  Target Equity
Award as %
of Salary
 Value at
Grant Date
 Performance
Shares at
Grant Date(1)
 Time Vesting
Shares at
Grant Date(2)
 Stock Options at
Grant Date(2)
 Actual Payout
for 2012
Performance
shares
(# of shares)
 

Peter R. Chase

 100%$523,770 20,621 10,310 39,204 41,242  100%$542,102 21,226 10,613 33,430 42,452 

Adam P. Chase

 80%$201,802 7,945 3,972 15,105 15,890  80%$208,865 8,178 4,089 16,953 16,356 

Kenneth L. Dumas

 60%$108,436 4,269 2,135 8,116 8,538  60%$112,231 4,394 2,197 9,110 8,788 

(1)
Value represents 50% of the total equity award assuming achievement at 100% of the performance targets, using the closing share price on the last day of the prior fiscal year.

(2)
Value represents 25% of the total equity award using the closing share price on the last day of the prior fiscal year, in the case of time-based restricted stock awards, and the Black-Scholes value of the options on such date, in the case of the option awards.

        In the event of a named executive officer's retirement, death or disability or dismissal without cause before the scheduled vesting date, then the awards will vest pro rata to the date of the termination of employment. In the event of a named executive officer's voluntary termination of employment or termination for cause, all of the award will be forfeited. Upon a change of control of the Company, any unvested awards will automatically vest.

        Each of the three types of equity awards that collectively comprise our equity incentive plan are described in more detail below:





        Discretionary Bonuses.    The committee does not typically pay discretionary cash bonuses as a routine component of the executive compensation program, separately from the cash incentive plan described above. As noted above, the committee has the discretion to adjust an award determined under the cash incentive plan upward or downward, and has exercised that discretion in the pastprior years in a manner that has historically had a small impact on total compensation compared to the objective components.

        In fiscal 2012, however, the Company completed the acquisition of NEPTCO Inc., which represented approximately 39% of the Company's consolidated total assets at the end of fiscal 2012, and was the largest acquisition in the Company's history. The Board of Directors determined to recognize the work of our named executive officers on the acquisition throughout the year by awarding supplemental, discretionary bonuses of $81,315, $39,162, and $28,058 to Peter R. Chase, Adam P. Chase and Kenneth L. Dumas, respectively. In each case, these amounts reflect 15% of the respective officer's base compensation.

        Voting and Dividends on Stock Awards.    Beginning inSince fiscal 2008, the compensation committee decided to usehas used restricted stock awards with both performance and time vesting provisions in lieu of the restricted stock units it had previously used. The primary difference is that the participants in the equity award program are now able to vote and receive dividends upon their restricted shares before the vesting period. The committee determined that permitting the participants to vote and receive dividends prior to the vesting of the awards was appropriate and consistent with the committee's retention and pay for performance objectives. The committee took into account the fact that dividends on such unvested awards would typically represent a small percentage of the executives' total compensation. Dividends paid on unvested awards are not required to be repaid if the vesting provisions are not met, but the underlying shares themselves remain subject to forfeiture through the vesting date, putting the bulk of the economic value of the award at risk and subject to the performance and time-based vesting conditions.


Retirement Programs

        In addition to the primary components of executive pay described above, we maintain certain retirement plans and benefits for our executive officers. Many of these plans are available to larger groups of employees. The committee feels that the opportunity to participate in programs that assist the executives and other employees in saving for retirement is an important part of those employees' compensation package.


Other Benefits

        In 1997, we structured a split dollar life insurance program for our Chief Executive Officer, Peter R. Chase. The program was restructured in 2005 following the enactment of the Sarbanes-Oxley Act of 2002 and the issuance by the Internal Revenue Service of regulations relating to the treatment of so-called "equity" split dollar arrangements. As part of this restructuring, we agreed to provide Mr. Chase an annual bonus payment in an amount sufficient for the after-tax portion to be used to pay the premium on a life insurance policy in his own name. These premiums (and consequently our obligation to make these payments) are spread over nine years beginning in January 2005. Our obligations will cease if Mr. Chase terminates his employment with us, unless the termination is the result of a disability, without cause or within one year of a change in control. We pay Mr. Chase $309,210 annually under this agreement. This benefit is unrelated to Mr. Chase's salary or other compensation, and the committee does not consider the value of this benefit in setting the other components of Mr. Chase's compensation. The Company entered into this agreement in recognition of Mr. Chase's valuable services to the Company and the voluntary transfer as part of the restructuring program by Mr. Chase to the


Company of life insurance policies, which were owned by him and subject to a collateral assignment split dollar agreement with the Company.

        We also own a life insurance policy on the life of Peter Chase as a mechanism to fund our obligations under the unfunded, nonqualified excess benefit plan described above.

        We also provide Peter Chase with a company car and a golf club membership. We provide our other named executive officers a car allowance of $1,000 per month. We provide each of our named executive officers reimbursement for certain financial planning and tax services up to $5,000 per year. Our compensation committee considers these arrangements to be fair and reasonable in light of the relatively low cost to the Company. These amounts are reported as income to the executive for tax purposes.

        Named executive officers may also participate in our medical and dental insurance offerings by electing to make payroll deductions designed to cover approximately 25% of the cost of these programs (with the company covering the other 75% of the cost). We also provide disability and life insurance coverage for our named executive officers and pay a portion of the related premiums.

Named Executive Agreements

        In prior years, as any of our named executives were hired by us, promoted or have taken on additional responsibilities, we entered into agreements with them pursuant to which they would be entitled to receive severance benefits upon termination by us without cause, or upon the occurrence of certain enumerated events during the two years following a change in control. The events that trigger payment are generally those related to termination of employment without cause or detrimental changes in the executive's terms and conditions of employment. See "Payments Upon Termination or Change of Control" below for a more detailed description of these triggering events and the resulting benefits. We believe that this structure will help: (i) assure that the named executive officers can give their full attention and dedication to us, free from distractions caused by personal uncertainties and risks related to a pending or threatened change in control, (ii) assure the named executives' objectivity in considering


shareholders' interests, (iii) assure the named executives of fair treatment in case of involuntary termination following a change in control, and (iv) attract and retain key executive talent in a competitive market.

Consideration of the 2012 Shareholder Advisory Vote on Executive Compensation

        At the Company's 2012 annual meeting of shareholders, over 88% of votes cast at the meeting with respect to the proposal were voted to approve, on an advisory basis, the compensation of our named executive officers. No specific component of our 2012 executive compensation program was altered based upon this passage rate. However, the committee will continue to monitor shareholder feedback as it reviews and establishes future executive compensation plans and determines awards for our named executive officers. Our Board of Directors has determined that an advisory vote will be conducted on a triennial basis. The next such vote will be conducted at our 2015 annual meeting of stockholders.

Compensation Risks

        The Compensation and Management Development Committee has considered the components of the Company's compensation policies and practices. We believe that risks arising from our compensation policies and practices for our employees, including our executive officers, are not likely to have a material


adverse effect on us. In addition, although a significant portion of executive compensation is performance based and "at-risk," the committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risk.

        The committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking. It concluded that:

Impact of Tax and Accounting Issues

        Section 162(m) of the Internal Revenue Code denies a tax deduction to a public corporation for annual compensation in excess of one million dollars paid to its Chief Executive Officer and certain of its other most highly compensated officers, unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Section 162(m) of the Code, which include an exception for "performance based" compensation meeting certain requirements. Where possible, the committee attempts to structure its compensation programs such that compensation paid will be tax deductible whenever it is consistent with our compensation philosophy. However, the committee has not adopted a policy requiring all compensation to be deductible. Our compensation committee believes that factors other than tax deductibility are more important in determining the forms and levels of executive compensation most appropriate and in the best interests of our shareholders. Our compensation committee believes that it is important to retain the flexibility to design compensation programs consistent with our executive compensation philosophy, even if some executive compensation is not fully deductible. Also, the deductibility of some types of compensation payments will depend on the timing of an executive's vesting or exercise of previously granted rights. Accordingly, our compensation committee may from time to time approve elements of compensation for certain executives that are not fully deductible.


        In addition, the compensation committee considers the impact of Section 409A of the Internal Revenue Code, which imposes certain requirements on "nonqualified deferred compensation plans." These may be particularly relevant in the case of compensation paid after termination of a named executive officer's employment under the change in control and severance agreements discussed above. We believe that this compensation is in compliance with the applicable requirements of Section 409A.



Report of the Compensation and Management Development Committee

        The Compensation and Management Development Committee of the Chase Corporation Board of Directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with management of the Company and, based on such review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.



Executive Compensation

        The following table contains a summary of the compensation paid or accrued during the fiscal years ended August 31, 2012, 2011 2010 and 20092010 to our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.

Summary Compensation Table

Name and Principal Position
 Fiscal
Year
 Salary
($)(1)
 Bonus
($)(2)
 Stock
Awards
($)(3)
 Option
Awards
($)(3)
 Non-Equity
Incentive Plan
Compensation
($)(4)
 Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5)
 All Other
Compensation
($)(6)
 Total
($)
  Fiscal
Year
 Salary
($)(1)
 Bonus
($)(2)
 Stock
Awards
($)(3)
 Option
Awards
($)(3)
 Non-Equity
Incentive Plan
Compensation
($)(4)
 Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5)
 All Other
Compensation
($)(6)
 Total
($)
 
Peter R. Chase 2011 523,770 309,210 392,827 130,942 389,319 399,584 165,541 2,311,193  2012 542,102 390,525 406,584 102,964 504,012 343,000 126,365 2,415,552 

Chairman & Chief

 2010 499,780 309,210 484,254 268,500 503,624 498,898 96,474 2,660,740 

Executive Officer

 2009 484,254 398,353 484,254  165,857 838,689 102,213 2,473,620 

Chairman & Chief Executive

 2011 523,770 309,210 392,827 130,942 389,319 399,584 165,541 2,311,193 

Officer

 2010 499,780 309,210 484,254 268,500 503,624 498,898 96,474 2,660,740 

Adam P. Chase

 

2011

 

252,252

 

25,000

 

151,352

 

50,450

 

150,000

 

(10,596

)

 

39,493

 

657,951

 
 
2012
 
261,081
 
39,162
 
156,650
 
52,215
 
194,189
 
40,000
 
45,679
 
788,976
 

President & Chief

 2010 235,405  184,800 179,000 192,192 8,949 33,222 833,568 

Operating Officer

 2009 231,000 46,706 184,800  63,294 25,609 34,508 585,917 

President & Chief Operating

 2011 252,252 25,000 151,352 50,450 150,000 (10,596) 39,493 657,951 

Officer

 2010 235,405  184,800 179,000 192,192 8,949 33,222 833,568 

Kenneth L. Dumas

 

2011

 

180,726

 

9,400

 

81,325

 

27,109

 

80,600

 

(2,992

)

 

29,691

 

405,859

 
 
2012
 
187,052
 
28,058
 
84,167
 
28,059
 
104,345
 
19,000
 
32,388
 
483,069
 

Chief Financial Officer &

 2010 168,656  99,300 89,500 103,272 6,585 25,478 492,791  2011 180,726 9,400 81,325 27,109 80,600 (2,992) 29,691 405,859 

Treasurer

 2009 165,500 35,990 99,300  34,010 12,287 30,381 377,468  2010 168,656  99,300 89,500 103,272 6,585 25,478 492,791 

(1)
Salary includes amounts earned in the fiscal year, whether or not deferred.

(2)
The bonus for Peter R. Chase in each year reflects the annual reimbursement of $309,210 to Mr. Chase by the Company for the cost of premiums incurred by him for certain life insurance policies owned by him. The Company agreed in January 2005 to make these premium payments on behalf of Mr. Chase for a nine year period in connection with his restructuring of previously existing split dollar arrangements as a result of the enactment of the Sarbanes-Oxley Act of 2002 and the issuance by the Internal Revenue Service of regulations relating to the treatment of so-called "equity" split dollar arrangements. The additional amountsamount paid to Mr. Chase in fiscal 20092012 and the amounts paid to our other named executive officers in the same year represent discretionary adjustments equal to 15% of base compensation for their efforts through the calculated amount underyear on the annual cash incentive program. The amounts for Mr. Adam Chase and Mr. Dumas in fiscal 2011 represent discretionary adjustments to the calculated amount under the annual cash incentive program based on their involvement in several important strategic initiatives during that year.acquisition of NEPTCO.

(3)
Amounts under "Stock Awards" reflect the grant date fair value of the stock-based incentive awards granted under our equity incentive program in that fiscal year, based on the estimated probable outcome of the award as of the grant date. Amounts under "Option Awards" reflect the grant date fair value of stock options awarded during the fiscal year. In each case, amounts are reported whether or not the award had vested and was recorded as compensation expense in accordance with the accounting for stock based compensation guidance during the year. Assumptions made in the valuation are described in more detail in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011.2012. The amounts reported have been adjusted to eliminate service-based forfeiture assumptions used for financial reporting purposes. AssumingUsing the grant date fair value but assuming the maximum performance target under the stock-based incentive plan were met or exceeded, the amounts reported under "Stock Awards" for 20112012 would have been $654,710$677,635 for Peter R. Chase, $252,247$261,082 for Adam P. Chase, and $135,547$140,283 for Kenneth L. Dumas. The total compensation column for such officers in 20112012 would have correspondingly been increased by $261,887, $100,902,$271,051, $104,433, and $54,216,$56,116, respectively. These maximum amounts were achieved for 20112012 based on our financial results for the year.

(4)
These amounts reflect incentive payments made under our Annual Cash Incentive Program earned during fiscal 2012, 2011 2010 and 20092010 and paid in November following the respective fiscal year period. The incentive program is described in the Compensation Discussion and Analysis under the heading "Principal Elements of our 20112012 Compensation Program—Cash Incentive Plan".

(5)
Represents the current year benefit increase (or decrease) of the present value of the qualified defined benefit plan as well as the supplemental pension plan as described under "—Other Executive Plans—Pension Plan".

(6)
These amounts include all other compensation as described in the following table:

Name
 Fiscal
Year
 Qualified
401(k) and
Supplemental
Retirement Plan
Contributions
(a)
 Life &
Long-Term
Disability
Insurance
Premiums
(b)
 Automobile
Allowance
or Use of
Company
Car
(c)
 Other
(d)
 Total  Fiscal
Year
 Qualified
401(k) and
Supplemental
Retirement Plan
Contributions
(a)
 Life &
Long-Term
Disability
Insurance
Premiums
(b)
 Automobile
Allowance
or Use of
Company
Car
(c)
 Other
(d)
 Total 

Peter R. Chase

 2011 $18,332 $15,882 $24,888 $106,439 $165,541  2012 $18,949 $14,307 $24,888 $68,221 $126,365 

 2010 17,272 16,541 24,888 37,773 96,474  2011 18,332 15,882 24,888 106,439 165,541 

 2009 15,875 17,088 24,888 44,362 102,213  2010 17,272 16,541 24,888 37,773 96,474 

Adam P. Chase

 
2011
 
6,792
 
2,620
 
12,000
 
18,081
 
39,493
  
2012
 
6,666
 
2,620
 
12,000
 
24,393
 
45,679
 

 2010 6,632 2,374 12,000 12,216 33,222  2011 6,792 2,620 12,000 18,081 39,493 

 2009 6,065 2,389 12,000 14,054 34,508  2010 6,632 2,374 12,000 12,216 33,222 

Kenneth L. Dumas

 
2011
 
6,082
 
1,893
 
12,000
 
9,716
 
29,691
  
2012
 
6,286
 
1,962
 
12,000
 
12,140
 
32,388
 

 2010 5,681 1,747 12,000 6,050 25,478  2011 6,082 1,893 12,000 9,716 29,691 

 2009 5,392 1,712 12,000 11,277 30,381  2010 5,681 1,747 12,000 6,050 25,478 

(a)
This amount represents the contribution by the Company on behalf of the named executive officers to the Chase Corporation Retirement Savings Plans.

(b)
These amounts include the portions of premiums paid by us for: (i) life insurance coverage exceeding $50,000 and (ii) long term disability premiums. Peter R. Chase is the only named executive officer who has supplemental long-term disability insurance. The premiums for this insurance totaled $7,650 in 2012, 2011 2010 and 20092010 and are included above.

(c)
These amounts represent automobile allowances or personal use of a company leased car.

(d)
These amounts represent payment of dividends on restricted stock, country club membership and all other compensation (consisting of reimbursement for financial planning and tax services) as follows:

Name
 Fiscal
Year
 Dividends on
Restricted Stock
 Country Club
Membership(i)
 All Other Total  Fiscal
Year
 Dividends on
Restricted Stock
 Country Club
Membership(i)
 All Other Total 

Peter R. Chase

 2011 $47,274 $59,165 $ $106,439  2012 $58,921 $4,300 $5,000 $68,221 

 2010 28,608 4,165 5,000 37,773  2011 $47,274 $59,165 $ $106,439 

 2009 35,197 4,165 5,000 44,362  2010 28,608 4,165 5,000 37,773 

Adam P. Chase

 
2011
 
18,081
 
 
 
18,081
  
2012
 
22,593
 
 
1,800
 
24,393
 

 2010 10,416  1,800 12,216  2011 18,081   18,081 

 2009 12,554  1,500 14,054  2010 10,416  1,800 12,216 

Kenneth L. Dumas

 
2011
 
9,716
 
 
 
9,716
  
2012
 
12,140
 
 
 
12,140
 

 2010 5,836  214 6,050  2011 9,716   9,716 

 2009 7,164  4,113 11,277  2010 5,836  214 6,050 

(i)
In 2011, Peter R. Chase received $55,000 for country club membership initiation fees. In exchange for this compensation, his 2012 equity award will be(stock option component) was reduced by the same amount.

Grants of Plan-Based Awards for Fiscal 20112012

        The following table sets forth information relating to potential payments to each of our named executive officers under our fiscal 20112012 cash and equity-based incentive award programs. The actual amounts that we paid under each of these programs are reflected in the Summary Compensation Table and its footnotes and are described in more detail under our Compensation Discussion and Analysis under the heading "Principal Elements of our 20112012 Compensation Program—Cash Incentive Plan" and "—Equity Incentive Program"Plan".


  
  
  
  
  
  
  
 All Other Option
Awards
  
   
  
  
  
  
  
  
  
 All Other Option
Awards
  
 

  
 Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
 Estimated Future Payouts
Under Equity Incentive Plan
Awards
  
   
 Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
 Estimated Future Payouts Under
Equity Incentive Plan Awards
  
  
 

  
 Number of
Securities
Underlying
Options
(#)
 Exercise or
Base Price
of Option
Awards
($/Share)
  
   
  
 Number of
Securities
Underlying
Options
(#)
 Exercise or
Base Price
of Option
Awards
($/Share)
  
 

  
 Grant Date
Fair Value of
Stock Awards
($)
   
 All Other
Stock
Awards
(#)
 Grant Date
Fair Value of
Stock Awards
($)
 
Name & Award
 Grant
Date
 Threshold
($)
 Target
($)
 Maximum
($)
 Threshold
(#)
 Target
(#)
 Maximum
(#)
  Grant
Date
 Threshold
($)
 Target
($)
 Maximum
($)
 Threshold
(#)
 Target
(#)
 Maximum
(#)
Exercise or
Base Price
of Option
Awards
($/Share)
Peter R. Chase  

Cash award

 9/1/2010 $130,943 $261,885 $523,770              9/1/2011 $135,526 $271,051 $542,102              

Performance restricted stock grant

 9/1/2010       10,310 20,621 41,242     $261,874  9/1/2011       10,613 21,226 42,452       $271,056 

Time vesting restricted stock grant

 9/1/2010       N/A 10,310 N/A     130,937  9/1/2011             10,613     135,528 

Option award

 9/1/2010             39,204 $12.70 130,941  9/1/2011               33,430 $12.77 102,964 

Adam P. Chase

 
 

Cash award

 9/1/2010 $50,450 $100,901 $201,802              9/1/2011 $52,216 $104,432 $208,865               

Performance restricted stock grant

 9/1/2010       3,972 7,945 15,890     $100,889  9/1/2011       4,089 8,178 16,356       $104,433 

Time vesting restricted stock grant

 9/1/2010       N/A 3,972 N/A     50,444  9/1/2011             4,089     52,217 

Option award

 9/1/2010             15,105 $12.70 50,451  9/1/2011               16,953 $12.77 52,215 

Kenneth L. Dumas

 
 

Cash award

 9/1/2010 $27,109 $54,218 $108,436              9/1/2011 $28,058 $56,116 $112,231               

Performance restricted stock grant

 9/1/2010       2,135 4,269 8,538     $54,229  9/1/2011       2,197 4,394 8,788       $56,111 

Time vesting restricted stock grant

 9/1/2010       N/A 2,135 N/A     27,115  9/1/2011             2,197     28,056 

Option award

 9/1/2010             8,116 $12.70 27,107  9/1/2011               9,110 $12.77 28,059 

        The grant date reflected in the table above is the beginning of the fiscal year which coincides with the effective date of the award for each both the non-equity (cash) incentive plan, and the long-term equity incentive program.plan. Amounts in the table above under "Threshold" represent cash amounts payable under the cash incentive plan if 90% of the corporate EBITDAEBITDA-based performance target is achieved, representing a specified percentage of the named executive officers' base salaries, and share amounts payable under the performance based equity incentive program if 90% of the corporate EPSEPS-based performance target is achieved. Below those performance levels, no payments would be made under the respective plans. Amounts under "Target" represent 100% of the target payout under each of those plans, which is set in each case as a specified percentage of the named executive officer's base salary. The maximum payout under either the cash incentive plan or the performance based equity award program is 200% of the target award. The grant date fair value of the possible equity awards reflects the fair value of our common stock on September 1, 20102011 multiplied by the total number of shares of restricted stock to be awarded assuming the target was met (assumed to be the probable outcome of the performance conditions at the grant date). The awards were actually paid in accordance with the plans upon finalization of our annual financial results and certification of the awards by the compensation committee in November 2011.2012. The actual payments for fiscal year 20112012 reflected the achievement of


the maximum payout for the participating officers in the case of the performance-based equity award, and achievement of an amount between the target and the maximum in the case of the cash incentive plan.


Outstanding Equity Awards at Fiscal Year-End 20112012

        The following table sets forth information relating to options and unvested restricted stock outstanding as of August 31, 20112012 that were granted pursuant to our 2005 Equity Incentive Plan or predecessor plans to our named executive officers.


  
  
  
  
  
 Stock Awards   
  
  
  
 Stock Awards 

  
  
  
  
  
  
  
  
 Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
  Option Awards 

 Option Awards  
  
 Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
   
 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
 
Name
 Number of
Securities
Underlying
Unexercised
Options
#
Exercisable
 Number of
Securities
Underlying
Unexercised
Options
#
Unexercisable
 Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
 Option
Exercise
Price
($)
 Option
Expiration
Date
 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
 Number of
Securities
Underlying
Unexercised
Options
#
Exercisable
 Number of
Securities
Underlying
Unexercised
Options
#
Unexercisable
 Option
Exercise
Price
($)
 Option
Expiration
Date
 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 

Peter R. Chase

 37,500 37,500  $11.15 8/31/2019 115,887 $1,479,877   56,250 18,750 $11.15 8/31/2019 83,391 $1,356,772 

 13,068 26,136  $12.70 8/31/2020         26,136 13,068 $12.70 8/31/2020     

 11,143 22,287 $12.77 8/31/2021     

Adam P. Chase

 
 
150,000
 
 
$

16.53
 
7/8/2018
 
44,339
 
$

566,209
 
 
  
 
150,000
 
$

16.53
 
7/8/2018
 
32,129
 
$

522,739
 

 37,500 12,500 $11.15 8/31/2019     

 25,000 25,000  $11.15 8/31/2019          10,070 5,035 $12.70 8/31/2020     

 5,035 10,070  $12.70 8/31/2020          5,651 11,302 $12.77 8/31/2021     

Kenneth L. Dumas

 
 
100,000
 
 
$

16.53
 
7/8/2018
 
23,826
 
$

304,258
 
 
  
 
100,000
 
$

16.53
 
7/8/2018
 
17,264
 
$

280,885
 

 12,500 12,500  $11.15 8/31/2019          18,750 6,250 $11.15 8/31/2019     

 2,705 5,411  $12.70 8/31/2020          5,410 2,706 $12.70 8/31/2020     

 3,037 6,073 $12.77 8/31/2021     

        The stock option awards noted in the table above with August 2021 expiration dates vest in three equal annual tranches beginning August 31, 2012 through August 31, 2014. The stock option awards noted in the table above with August 2020 expiration dates vest in three equal annual tranches beginning August 31, 2011 through August 31, 2013. The stock option awards noted in the table above with August 2019 expiration dates vest in four equal annual tranches beginning August 31, 2010 through August 31, 2013. The stock option awards granted to Adam P. Chase and Kenneth L. Dumas with July 2018 expiration dates are scheduled to cliff vest on July 8, 2013.

        Amounts under the "Stock Awards" columns reflect restricted stock issued under our equity incentive programs for fiscal 20112012 and 2010.2011. The columns include the value of the share amounts issued during fiscal 20112012 and 2010,2011, even though the final number of shares comprising the 20112012 award was not certified until after the fiscal year end and remained subject to increase or decrease as of August 31, 2011.2012. The market value of all restricted stock is based on the closing price of our common stock on the last trading day in the fiscal year. The closing price as reported by the NYSE AmexMKT on August 31, 20112012 was $12.77.$16.27.


        Stock awards for fiscal 2010 will vest on August 31, 2012 and awards for fiscal 2011 will vest on August 31, 2013 and awards for fiscal 2012 will vest on August 31, 2014 as outlined in the table below:


 Vesting of Stock Awards  Vesting of Stock Awards 
Name
 August 31, 2012 August 31, 2013  August 31, 2013 August 31, 2014 

Peter R. Chase

 84,956 30,932  51,552 31,839 

Adam P. Chase

 32,422 11,918  19,862 12,267 

Kenneth L. Dumas

 17,423 6,404  10,673 6,591 

        As noted above, subsequent to August 31, 2011,2012, the additional stock awards to be granted under our equity incentive program for fiscal 20112012 under the financial performance measures applicable to that plan (and vesting August 31, 2013)2014) were determined to be 20,62121,226 for Peter R. Chase, 7,9458,178 for Adam P. Chase, and 4,2694,394 for Kenneth L. Dumas. Because the amounts were determined after August 31, 2012, based on our fiscal year performance, these shares are not reflected in the tables above. See the discussion under "Principal Elements of our 20112012 Compensation Program—Equity Incentive Plan" in our Compensation Discussion and Analysis above.

Option Exercises and Stock Vested for 20112012

        The following table sets forth information relating to options exercised in the year ended August 31, 20112012 that were granted pursuant to our 2005 or 2001 Equity Incentive Plans (or outstanding with respect to options granted under predecessor plans)Plan by each of our named executive officers. The table also reflects stock vesting during fiscal 2011,2012, which represented the equity incentive awards made during fiscal 2009.2010.


 Option Awards Stock Awards  Option Awards Stock Awards 
Name
 Number of
Shares Acquired
on Exercise
(#)
 Value Realized
Upon
Exercise
($)
 Number of
Shares Acquired
on Vesting
(#)
 Value Realized
on Vesting
($)
  Number of
Shares Acquired
on Exercise
(#)
 Value Realized
Upon Exercise
($)
 Number of
Shares Acquired
on Vesting
(#)
 Value Realized
on Vesting
($)
 

Peter R. Chase

   19,182 $243,611    84,956 $1,382,234 

Adam P. Chase

   7,320 $92,964    32,422 $527,506 

Kenneth L. Dumas

   3,933 $49,949    17,422 $283,456 

Payments Upon Termination or Change of Control

        Executive Severance and Change in Control Agreement.    In July 2006, weWe have entered into severance agreements with each of Peter R. Chase, Adam P. Chase and Kenneth L. Dumas. In the case of Peter R. Chase, our Chief Executive Officer, the agreement superseded a previous severance agreement from October 1994. In the case of the other named executive officers, the agreements were new. In October 2008, to reflect his new responsibilities as president, the severance agreement for Adam P. Chase was superseded by a new agreement. Under the terms of the agreements, if the named executive's employment is terminated by the Company without cause, or terminated by the executive within 24 months after the occurrence of a change in control of the Company for good reason, then the named executive will receive the following benefits:



        If terminated for cause, the named executive shall be entitled to his salary through the period ending with the date of such termination and any accrued benefits. In case of death, disability or retirement, the named executive shall be entitled to such benefits as may be provided to him pursuant to the Company's employee benefit plans.

        Amounts that would have been owed to the executive officers upon termination or a change of control assuming a triggering event took place on August 31, 2011,2012, the last day of the Company's most recently completed fiscal year, are presented below.

Name
 Benefit Voluntary or
For Cause
 Before
Change in
Control
Termination
without
Cause
 After Change
in Control
Termination
without
Cause or
by the
Executive
for Good
Reason
 Disability Death or
Retirement
 Change in
Control
  Benefit Voluntary
or For
Cause
 Before
Change in
Control
Termination
without
Cause
 After Change
in Control
Termination
without
Cause or
by the
Executive
for Good
Reason
 Disability Death or
Retirement
 Change in
Control
 
Peter R. Chase Salary  $1,047,540 $1,047,540     

Salary

  $1,084,204 $1,084,204    
 Non-Equity Incentive Plan Compensation  892,943 892,943     

Non-Equity Incentive Plan Compensation

  974,646 974,646    
 Medical Benefits  12,862 12,862     

Medical Benefits

  11,997 11,997    
 Executive Bonus  618,432 618,432 $618,432    

Executive Bonus

  309,210 309,210 $309,210   
 All Other Compensation  34,214 34,214     

All Other Compensation

  33,256 33,256    
 Acceleration of Stock Options   62,580   $62,580  

Acceleration of Stock Options

   220,656   $220,656 
 Acceleration of Restricted Stock  942,698 1,743,207 942,698 $942,698 1,743,207  

Acceleration of Restricted Stock

  846,957 1,702,119 846,957 $846,957 1,702,119 
       
 Total  $3,548,689 $4,411,778 $1,561,130 $942,698 $1,805,787  

Total

  $3,260,270 $4,336,088 $1,156,167 $846,957 $1,922,775 
   
Adam P. Chase Salary  $378,378 $378,378     

Salary

  $391,622 $391,622    
 Non-Equity Incentive Plan Compensation  275,394 275,394     

Non-Equity Incentive Plan Compensation

  306,263 306,263    
 Medical Benefits  14,742 14,742     

Medical Benefits

  18,353 18,353    
 Executive Bonus        

Executive Bonus

       
 All Other Compensation  21,412 21,412     

All Other Compensation

  21,286 21,286    
 Acceleration of Stock Options   41,205   $41,205  

Acceleration of Stock Options

   121,532   $121,532 
 Acceleration of Restricted Stock  360,565 667,667 $360,565 $360,565 667,667  

Acceleration of Restricted Stock

  326,317 655,795 $326,317 $326,317 655,795 
       
 Total  $1,050,491 $1,398,798 $360,565 $360,565 $708,872  

Total

  $1,063,841 $1,514,851 $326,317 $326,317 $777,327 
   
Kenneth L. Dumas Salary  $180,726 $180,726     

Salary

  $187,052 $187,052    
 Non-Equity Incentive Plan Compensation  96,636 96,636     

Non-Equity Incentive Plan Compensation

  111,202 111,202    
 Medical Benefits  16,659 16,659     

Medical Benefits

  18,353 18,353    
 Executive Bonus        

Executive Bonus

       
 All Other Compensation  19,975 19,975     

All Other Compensation

  20,248 20,248    
 Acceleration of Stock Options   20,629   $20,629  

Acceleration of Stock Options

   62,915   $62,915 
 Acceleration of Restricted Stock  193,751 358,773 $193,751 $193,751 358,773  

Acceleration of Restricted Stock

  175,342 352,376 $175,342 $175,342 352,376 
       
 Total  $507,747 $693,398 $193,751 $193,751 $379,402  

Total

  $512,197 $752,146 $175,342 $175,342 $415,291 
   

        If the named executive officer is terminated without cause, or for good reason within 24 months of a change of control, the Company will also pay, at the request of the executive, for an outplacement service for a period of up to one year. These services are not reflected in the table above, as the amount cannot be determined.


Other Executive Plans

        2005 Incentive Plan.    The 2005 Incentive Plan (the "2005 Plan") provides for the grant of stock options (both non-statutory options or "NSOs" and, in the case of employees, incentive stock options or "ISOs"), restricted stock, performance awards (including cash), dividend equivalents, deferred stock and unrestricted stock. Unless otherwise determined by the Committee, awards may not be transferred except by will or by the laws of descent and distribution, until the award has been exercised and all restrictions have lapsed, as applicable. The number of shares subject to grant under the 2005 Plan is 1,000,000. The maximum number of awards that may be issued to any person in any calendar year is 200,000 shares. The maximum annual cash award that may be issued to any person is $2,000,000. As of August 31, 20112012 there were 290,005161,600 shares of the Company's Common Stock available for future issuance under the 2005 Plan.

        2001 Senior Management Stock Plan.    The 2001 Senior Management Stock Plan (the "Management Plan") reserved 1,500,000 shares of the Company's Common Stock for equity awards to senior management, including named executive officers. Under the terms of the Management Plan, awards may be granted in the form of incentive stock options, non-qualified stock options and restricted stock. Options granted under the Management Plan generally vest over a period ranging from three to five years and expire after ten years. As of August 31, 2011 there were no shares of the Company's Common Stock available for future issuance under the Management Plan.

        Non-Qualified Retirement Savings Plan.    The Company maintains a non-qualified Supplemental Savings Plan covering selected employees, including the named executive officers. The Supplemental Savings Plan covers those employees of the Company who from time to time may be designated by the Board of Directors and who meet other eligibility and salary criteria. Currently, the Company's Chief Executive Officer, President, and Chief Financial Officer have been designated by the Board of Directors as being covered by the Supplemental Savings Plan, although only the Company's Chief Executive Officer participated during 2011.2012. Participants may elect to defer a portion of their compensation for future payment in accordance with the terms of the plan. The following table gives details relating to our named executive officers' participation in this plan.

Non-Qualified Deferred Compensation for 20112012

Name
 Fiscal Year Executive
Contributions in
Fiscal Year ($)(1)
 Registrant
Contributions in
Fiscal Year ($)(2)
 Aggregate Earnings
(Loss) in
Fiscal Year ($)(3)
 Aggregate Balance at
Fiscal Year End ($)(4)
  Fiscal Year Executive
Contributions in
Fiscal Year ($)(1)
 Registrant
Contributions in
Fiscal Year ($)(2)
 Aggregate Earnings
(Loss) in
Fiscal Year ($)(3)
 Aggregate Balance at
Fiscal Year End ($)(4)
 

Peter R. Chase

 2011 $16,923 $9,871 $40,717 $410,866  2012 $19,882 $10,922 $38,099 $479,768 

(1)
Amounts in this column are included in the "Salary" column in the Summary Compensation Table.

(2)
Amounts in this column are included in the "All Other Compensation" column in the Summary Compensation Table.

(3)
Amounts in this column are not included in the Summary Compensation Table.

(4)
This column includes amounts in eachthe named executive officer's total deferred compensation account as of the last day of the fiscal year. In addition to the contribution for fiscal 2011,2012, this column reports the portion of the aggregate balance that was reported as compensation in the

Name
 Plan Name Number of
Years Credited
Service (#)
 Present Value of
Accumulated
Benefit ($)
 Payments
During Last
Fiscal Year ($)
  Plan Name Number of
Years Credited
Service (#)
 Present Value of
Accumulated
Benefit ($)
 Payments
During Last
Fiscal Year ($)
 

Peter R. Chase

 Pension Plan for Employees of Chase Corporation 40 $1,431,000   Pension Plan for Employees of Chase Corporation 40 $1,550,000  

 Supplemental Pension Plan 40 $4,371,000   Supplemental Pension Plan 40 $4,595,000  

Adam P. Chase

 

Pension Plan for Employees of Chase Corporation

 
13
 
$

46,000
 
  Pension Plan for Employees of Chase Corporation 14 $69,000  

 Supplemental Pension Plan 13 $40,000   Supplemental Pension Plan 14 $57,000  

Kenneth L. Dumas

 

Pension Plan for Employees of Chase Corporation

 
9
 
$

20,000
 
  Pension Plan for Employees of Chase Corporation 10 $32,000  

 Supplemental Pension Plan 9 $18,000   Supplemental Pension Plan 10 $25,000