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Severance and Change in Control Agreements
The Company believes that reasonable and appropriate severance and change in control benefits are necessary in order to be competitive in the Company’s executive attraction and retention efforts. As discussed below, the offer letters we enter into with our NEOs provide for certain payments, rights and benefits to the NEOs upon an involuntary termination of employment without Cause (as defined in “Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control-Severance Arrangements and Restrictive Covenants” below) from the Company or a termination by the NEO for Good Reason (as defined in “Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control-Severance Arrangements and Restrictive Covenants” below). In addition, our equity award agreements provide for accelerated vesting upon a change in control in certain circumstances and upon certain qualifying terminations of employment, as more fully described above under “―Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in
2018―2020―Terms of Equity Awards.”
In April 2020, Messrs. Reynal and Schiesl proactively recommended to the Board that their respective offer letters should be amended to align their severance terms with those of Ms. Weaver and Mr. Weatherred, and to be more in keeping with the Company’s compensation philosophy. Specifically, they recommended and agreed to reduce the amount of severance to which each of them is entitled in the event of a qualifying termination from (a) an amount equal to the sum of (x) his annual base salary and (y) the annual incentive award under the MIP, if any, earned in respect of our fiscal year preceding the fiscal year in which the termination date occurs to (b) an amount equal to his annual base salary.
Risk Management and Mitigation of Compensation Policies and Practices
The
Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent consultant, Pearl Meyer. In addition, our
Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the
Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.
For the foregoing reasons, the
Compensation Committee has concluded that the programs by which our executives are compensated strike an appropriate balance between short-term and long-term compensation and incentivize our executives to act in a manner that prudently manages enterprise risk.
We do not typically enter into employment agreements with our NEOs; however, we entered into an employment agreement with Mr. Miñarro Viseras when he joined the Company in 2016 and we entered into a new employment agreement with him in October 2018 in connection with our competitive review of executive officer compensation.
See “―2018 Compensation Program in Detail―Other 2018 Compensation Developments―Compensation Actions in Connection with Competitive Review of Executive Officer Compensation.” In addition, we entered into offer letters setting forth initial compensation and benefits, as well as severance terms,
for their service in substantially their current roles with
each of our other NEOs.Messrs. Reynal, Schiesl and Weatherred. Full descriptions of the material terms of the employment agreements we entered into with Mr. Miñarro Viseras and the offer letters we entered into with Messrs. Reynal,
Herndon, Schiesl, and
SnyderWeatherred are presented below in “―Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in
2018.2020.”
Executive Severance Benefits – Mr. Snyder and Mr. Miñarro Viseras
Transition Agreement - Ms. Weaver
In
February 2018,June 2020, in connection with
our annual review of our executive compensation, we increased the benefits to which Messrs. Snyder and Miñarro Viseras are entitled in the event of a termination byher separation from the Company,
without Cause (as that term is defined below under “Potential Payments to
Named Executive Officers uponTABLE OF CONTENTS
Terminationsecure her provision of Employment or Change in Control―Severance Arrangements and Restrictive Covenants”) or by the executive with Good Reason (as that term is defined below under “Potential Paymentstransitional services to Named Executive Officers upon Termination of Employment or Change in Control―Severance Arrangements and Restrictive Covenants”) to align them with the severance benefits to which our other senior executive officers are entitled.
Under the terms of the severance agreement we entered into with Mr. Snyder, if the Company terminates Mr. Snyder’s employment without Cause or if Mr. Snyder terminates his employment with us for Good Reason, subjectand to Mr. Snyder’s continued compliance with the restrictive covenantsinduce her to enter into a release and waiver of claims in his management equity agreements and his executionfavor of a customary waiver and release agreement, he will be entitled to receive:
Continued payment over a 12-month period (the “Severance Period”) of his annual base salary earned in respect of our fiscal year preceding the fiscal year in which the termination date occurs, payable in substantially equal monthly installments over the Severance Period; and
Continued group health coverage (on the same basis as actively employed employees of the Company), subject to his electing to receive benefits under COBRA, for 12 months following the date his employment terminates (or, if earlier, through the date that he becomes employed by another employer and eligible for health insurance coverage at such employer).
The amendment we and Mr. Miñarro Viseras entered into to his employment agreement provides for a mutual twelve-month advance notice period for a termination of employment not for cause or without good reason, during which Mr. Miñarro Viseras may be released from his work duties but will still be entitled to remuneration.
Transition Agreement – Mr. Herndon
In February 2019, in connection with his retirement from the Company, we entered into a transition agreement with Mr. Herndon.Ms. Weaver. See “Potential“―Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020” and “―Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
Section 162(m) of the Internal Revenue Code
We expect to be able to claim the benefit of a special exemption rule that applies to compensation paid (or compensation in respect of equity awards such as stock options granted) during a specified transition period following our initial public offering. This transition period was previously anticipated to potentially extend until our first annual stockholders meeting that occurs in 2021 pursuant to regulations under the Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Tax Cut and Jobs Act amended Section 162(m) of the Code in several respects, including the elimination of the “performance-based compensation” exception under Section 162(m) of the Code for tax years beginning after December 31, 2017. Pending further guidance under Section 162(m) of the Code, it is unclear whether the post-IPO transition period exception under Section 162(m) will continue to apply to us. Once applicable guidance is released, we expect the Compensation Committee to consider the implications of Section 162(m) and such guidance in its future compensation decisions.
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Summary Compensation Table The following table provides summary information concerning compensation of our NEOs for services rendered to us during the years indicated.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) |
Vicente Reynal, Chief Executive Officer | | 2018 | | | 766,500 | | | ― | | | 1,999,999 | | | 2,000,003 | | | 528,885 | | | 409,961 | | | 5,705,349 | |
| 2017 | | | 765,754 | | | 225,000 | | | ― | | | ― | | | 1,103,760 | | | 285,581 | | | 2,380,095 | |
| 2016 | | | 750,000 | | | ― | | | ― | | | 4,568,331 | | | 877,500 | | | 233,614 | | | 6,429,445 | |
Philip T. Herndon, Former Vice President and Chief Financial Officer | | 2018 | | | 409,000 | | | ― | | | 500,008 | | | 499,997 | | | ― | | | 25,298 | | | 1,434,302 | |
| 2017 | | | 406,750 | | | 125,000 | | | ― | | | ― | | | 588,960 | | | 11,258 | | | 1,131,968 | |
| 2016 | | | 347,917 | | | ― | | | ― | | | 3,257,821 | | | 446,262 | | | 7,897 | | | 4,059,972 | |
Andrew Schiesl, Vice President, General Counsel, Chief Compliance Officer and Secretary | | 2018 | | | 460,000 | | | ― | | | 337,496 | | | 337,495 | | | 238,050 | | | 42,954 | | | 1,415,995 | |
| 2017 | | | 457,500 | | | 100,000 | | | ― | | | ― | | | 489,900 | | | 73,301 | | | 1,120,701 | |
| 2016 | | | 450,000 | | | ― | | | ― | | | 610,717 | | | 367,875 | | | 49,565 | | | 1,478,082 | |
Neil D. Snyder, Vice President, and Chief Financial Officer(5) | | 2018 | | | 358,295 | | | ― | | | 199,990 | | | 200,002 | | | 124,221 | | | 155,965 | | | 1,038,473 | |
| 2017 | | | 351,000 | | | 75,000 | | | ― | | | ― | | | 254,160 | | | 123,941 | | | 804,101 | |
Enrique Miñarro Viseras, Vice President and General Manager, Industrials Segment EMEA(6) | | 2018 | | | 350,562 | | | ― | | | 499,997 | | | 500,002 | | | 249,950 | | | 213,203 | | | 1,813,714 | |
| 2017 | | | 316,000 | | | ― | | | ― | | | ― | | | 205,222 | | | 229,222 | | | 750,444 | |
| 2016 | | | 195,943 | | | 532,517 | | | ― | | | 691,114 | | | 113,015 | | | 155,548 | | | 1,684,817 | |
Vicente Reynal, Chief Executive Officer | | | 2020 | | | 861,358 | | | 843,150 | | | 6,699,947 | | | 1,674,996 | | | 1,500,000 | | | 561,723 | | | 12,141,175 |
| 2019 | | | 823,988 | | | ― | | | 2,175,009 | | | 2,175,003 | | | 269,808 | | | 91,703 | | | 5,535,511 |
| 2018 | | | 766,500 | | | ― | | | 1,999,999 | | | 2,000,003 | | | 528,885 | | | 409,961 | | | 5,705,349 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Vikram Kini, SVP, and Chief Financial Officer(6) | | | 2020 | | | 340,562 | | | 247,455 | | | 849,930 | | | 249,994 | | | 286,475 | | | 46,886 | | | 2,021,301 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Andrew Schiesl, SVP, General Counsel, Chief Compliance Officer and Secretary | | | 2020 | | | 437,083 | | | 375,000 | | | 949,973 | | | 237,493 | | | 375,000 | | | 1,026,939 | | | 3,401,488 |
| 2019 | | | 460,000 | | | ― | | | 362,497 | | | 362,497 | | | 110,400 | | | 40,921 | | | 1,336,315 |
| 2018 | | | 460,000 | | | ― | | | 337,496 | | | 337,495 | | | 238,050 | | | 42,954 | | | 1,415,995 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Enrique Miñarro Viseras, VP & GM, Industrial Technologies and Services, EMEIA(7) | | | 2020 | | | 396,782 | | | 388,430 | | | 999,995 | | | 249,998 | | | 393,863 | | | 89,626 | | | 2,518,695 |
| 2019 | | | 369,803 | | | ― | | | 249,996 | | | 250,004 | | | 237,163 | | | 234,140 | | | 1,341,105 |
| 2018 | | | 350,562 | | | ― | | | 499,997 | | | 500,002 | | | 249,950 | | | 213,203 | | | 1,813,714 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Michael Weatherred, SVP, IR Execution Excellence (IRX), Strategy & Business Development | | | 2020 | | | 357,796 | | | 311,000 | | | 699,975 | | | 174,999 | | | 311,250 | | | 86,799 | | | 1,941,818 |
| 2019 | | | 350,175 | | | ― | | | 175,014 | | | 175,004 | | | 56,304 | | | 33,842 | | | 790,338 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Emily Weaver, Former SVP, and CFO(8) | | | 2020 | | | 265,938 | | | 100,000 | | | 3,839,181 | | | 1,142,238 | | | ― | | | 694,666 | | | 3,130,390 |
| 2019 | | | 47,917 | | | 500,000 | | | 1,874,988 | | | 624,996 | | | 40,729 | | | 145 | | | 3,088,774 |
(1)
| (1) | ReflectsThe base salary of Messrs. Reynal, Kini, Schiesl, Miñarro Viseras and Weatherred were increased effective following the completion of the Merger on March 1, 2020 as follows: Mr. Reynal―from $843,150 to $1,000,000; Mr. Kini―from $272,121 to $325,000; Mr. Schiesl―from $460,000 to $500,000; Mr. Miñarro Viseras―from €330,000 to €406,000; and Mr. Weatherred from $351,900 to $415,000. Mr. Kini’s base salary amounts earnedwas further increased to $450,000 effective upon his promotion to Senior Vice President and Chief Financial Officer on June 15, 2020. Each of our NEOs’ base salary was reduced by our NEOs in the years indicated.15% from April 1, 2020 through December 31, 2020. |
(2)
| (2)Amounts shown for 2020 reflect one-time bonuses made in recognition of extraordinary efforts related to the merger and integration as discussed under “Compensation Discussion and Analysis―2020 Executive Compensation Program in Detail―One-Time Transaction Bonuses.” In addition, with respect to Mr. Kini, the amount shown reflects the portion of his retention and relocation bonus earned in 2020 as discussed under “Compensation Discussion and Analysis―2020 Executive Compensation Program in Detail―One-Time Merger-Related Retention and Relocation Bonus―Mr. Kini.” |
(3)
| Represents the aggregate grant date fair value of the RSU, PSU and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Compensation - Stock Compensation (“FASB ASC Topic 718”), using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.2020. The final value of the PSUs granted in fiscal 2020 will be determined subject to achievement under the relative total shareholder return measure. As the PSUs are only subject to market conditions and a service period requirement as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the fair values presented in the table. In addition, with respect to Ms. Weaver, the amounts shown in the “Stock Awards” and “Option Awards” columns also reflects the incremental fair value in connection with the modification of her outstanding options and RSUs granted in 2019 and 2020 as described under “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement―Transition Agreement with Ms. Weaver.” |
| (3)(4)
| Amounts shown for 20182020 reflect amounts earned under our 20182020 MIP. |
| (4)(5)
| Amounts reported under All Other Compensation for 2020 reflect the following: |
Vicente Reynal(f) | | | 186,978 | | | 272,551 | | | 93,733 | | | 1,746 | | | 6,715 | | | ― | | | ― | | | 561,723 |
Vikram Kini | | | 45,733 | | | 519 | | | ― | | | 634 | | | ― | | | ― | | | ― | | | 46,886 |
Andrew Schiesl | | | 66,599 | | | 853,176 | | | 106,043 | | | 1,121 | | | ― | | | ― | | | ― | | | 1,026,939 |
Enrique Miñarro Viseras | | | ― | | | 21,414 | | | 17,439 | | | ― | | | 9,365 | | | ― | | | 41,408 | | | 89,626 |
Michael Weatherred | | | 49,896 | | | 29,380 | | | 6,732 | | | 792 | | | ― | | | ― | | | ― | | | 86,799 |
Emily Weaver | | | 24,400 | | | 262,836 | | | 85,300 | | | 792 | | | ― | | | 321,338 | | | ― | | | 694,666 |
(a)
| Reflects Company matching contributions in the tax-qualified 401(k) Plan and the non-tax-qualified Excess Contribution Plan. |
(b)
| For all executives other than Mr. Miñarro Viseras, reflects relocation assistance in connection with the move of our Corporate Headquarters from Milwaukee, WI to Davidson, NC. General services covered under this assistance included: (i) departure home sale, (ii) moving expenses, (iii) home finding and new home purchase assistance, and (iv) temporary housing. For Mr. Schiesl, |
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also includes loss on resale of his departure home. All such relocation assistance was part of our standard relocation benefits offered to executives generally when relocating. Such assistance was a one-time expense designed to retain our top talent in light of the fact that relocating themselves and their families to Davidson, NC was a condition of continued employment. As to Mr. Miñarro Viseras, value primarily reflects reimbursement of lease cancellation fees related to a discontinued housing allowance.
(c)
| (a) | as toFor all executives other than Mr. Reynal, reimbursement for Company-paid life insurance premiums ($1,746), Company 401(k) match ($16,500), tax preparation services ($5,786) and Excess Contribution Plan match ($61,223). Mr. Reynal also receivedMiñarro Viseras, reflects a tax equalization payment with respect to certain European and state and tax payments ($324,706). |
| (b) | asrelocation payments. As with the relocation services, these items were a one-time item expense to ensure that we were able to retain our top talent, notwithstanding our relocation. As to Mr. Herndon, company-paid life insurance premiums ($757), Company 401(k) match ($3,068) and Excess Contribution Plan match ($21,473). |
| (c) | as to Mr. Schiesl, company-paid life insurance premiums ($1,071), Company 401(k) match ($16,500) and Company Excess Contribution Plan match ($25,383). |
| (d) | as to Mr. Snyder, company-paid life insurance premiums ($757), Company 401(k) match ($2,648), a housing allowance ($70,867),Miñarro Viseras, value reflects a tax gross-up relating to his housing allowance ($62,844) and Company Excess Contribution Plan match ($18,850).reimbursement of school fees. |
(d)
| Reflects severance payments made pursuant to Ms. Weaver's transition agreement. |
(e)
| as to Mr. Miñarro Viseras,Reflects actual Company expenditures for use, including business use, of a Company car, including expenditures for the car lease and gas, ($30,587), a housing allowance ($42,472),and reimbursement of school fees for Mr. Miñarro Viseras’ children ($58,489),Viseras' children. |
(f)
| In 2020, Mr. Reynal was permitted a tax gross-up relatingone-time personal use of the company-leased aircraft at the height of the COVID-19 pandemic, for which he reimbursed the full incremental cost to the Company. The incremental cost reimbursed by Mr. Reynal to the Company for his housing allowance ($28,788)one-time personal use of the Company-leased aircraft was calculated using the full actual operating costs for such flight charged by the leasing company, which includes an hourly use rate, fuel rate and a tax gross-up relating to our reimbursement of schoolother flight-related fees ($52,865).and expenses. |
| (5)(6)
| Mr. Snyder served asKini was appointed Senior Vice President and Chief Financial Officer of Strategy, Business Development & Planning until August 2018 at which point he became Senior Vice President of Global Finance, Business Development and Planning. Effective January 1, 2019 he was appointed CFO.the Company effective June 15, 2020. |
| (6)(7)
| Mr. Miñarro Viseras is based in Europe and compensated in Euros. We converted his 20182020 cash compensation, his amounts earned under our 20182020 MIP, and amounts shown in the “All Other Compensation” column for him to U.S. dollars at an exchange rate of 1.1798,1.1413, which was the average monthly translation rate for 2018.2020. |
(8)
| Ms. Weaver served as Senior Vice President and Chief Financial Officer of the Company until June 15, 2020. She left the Company on June 30, 2020. |
Grants of Plan-Based Awards in 2020
Vicente Reynal | | | | | | | | | 750,000 | | | 1,500,000 | | | 3,000,000 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 60,273 | | | 120,546 | | | 241,092 | | | | | | | | | | | | 3,349,973 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 60,273 | | | | | | | | | 1,674,987 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 60,273 | | | | | | | | | 1,674,987 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 170,918 | | | $27.79 | | | 1,674,996 |
Vikram Kini | | | | | | | | | 143,238 | | | 286,475 | | | 572,950 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 3,598 | | | 7,196 | | | 14,392 | | | | | | | | | | | | 199,977 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 3,598 | | | | | | | | | 99,988 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 3,598 | | | | | | | | | 99,988 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 10,204 | | | $27.79 | | | 99,999 |
| 6/30/20(7) | | | 6/12/20 | | | | | | | | | | | | 5,334 | | | 10,668 | | | 21,336 | | | | | | | | | | | | 299,984 |
| 6/30/20(7) | | | 6/12/20 | | | | | | | | | | | | | | | | | | | | | 5,334 | | | | | | | | | 149,992 |
| 6/30/20(7) | | | 6/12/20 | | | | | | | | | | | | | | | | | | | | | | | | 13,321 | | | $28.12 | | | 149,994 |
Andrew Schiesl | | | | | | | | | 187,500 | | | 375,000 | | | 750,000 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 8,546 | | | 17,092 | | | 34,184 | | | | | | | | | | | | 474,987 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 8,546 | | | | | | | | | 237,493 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 8,546 | | | | | | | | | 237,493 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 24,234 | | | $27.79 | | | 237,493 |
Enrique Miñarro Viseras | | | | | | | | | 63,483 | | | 423,221 | | | 846,443 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 8,996 | | | 17,992 | | | 35,984 | | | | | | | | | | | | 499,998 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 8,996 | | | | | | | | | 249,999 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 8,996 | | | | | | | | | 249,999 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 25,510 | | | $27.79 | | | 249,998 |
Michael Weatherred | | | | | | | | | 155,625 | | | 311,250 | | | 622,500 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 6,297 | | | 12,594 | | | 25,188 | | | | | | | | | | | | 349,987 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 6,297 | | | | | | | | | 174,994 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 6,297 | | | | | | | | | 174,994 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 17,857 | | | $27.79 | | | 174,999 |
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Grants of Plan-Based Awards in 2018
| | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3) (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) |
Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) |
Vicente Reynal | | | | | | | | 7,665 | | | 766,500 | | | 1,533,000 | | | | | | | | | | | | | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | 62,383 | | | | | | | | $ | 1,999,999 | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | | | | 142,349 | | $ | 32.06 | | $ | 2,000,003 | |
Philip T. Herndon | | | | | | | | 4,090 | | | 409,000 | | | 818,000 | | | | | | | | | | | | | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | 15,596 | | | | | | | | $ | 500,008 | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | | | | 35,587 | | $ | 32.06 | | $ | 499,997 | |
Andrew Schiesl | | | | | | | | 3,450 | | | 345,000 | | | 690,000 | | | | | | | | | | | | | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | 10,527 | | | | | | | | $ | 337,496 | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | | | | 24,021 | | $ | 32.06 | | $ | 337,495 | |
Neil D. Snyder | | | | | | | | 1,800 | | | 180,030 | | | 360,060 | | | | | | | | | | | | | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | 6,238 | | | | | | | | $ | 199,990 | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | | | | 14,235 | | $ | 32.06 | | $ | 200,002 | |
Enrique Miñarro Viseras | | | | | | | | 30,368 | | | 233,598 | | | 467,197 | | | | | | | | | | | | | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | 7,798 | | | | | | | | $ | 250,004 | |
| 2/22/2018 | | | 2/7/2018 | | | | | | | | | | | | | | | 17,794 | | $ | 32.06 | | $ | 250,006 | |
| 9/11/2018 | | | 9/10/2018 | | | | | | | | | | | | 9,549 | | | | | | | | $ | 249,993 | |
| 9/11/2018 | | | 9/10/2018 | | | | | | | | | | | | | | | 22,361 | | $ | 26.18 | | $ | 249,996 | |
Emily Weaver | | | | | | | | | 122,188 | | | 244,375 | | | 488,750 | | | | | | | | | | | | | | | | | | | | | |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | 14,843 | | | 29,686 | | | 59,372 | | | | | | | | | | | | 824,974 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 14,843 | | | | | | | | | 412,487 |
| 3/6/20(6) | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | 14,843 | | | | | | | | | 412,487 |
| 3/6/20 | | | 2/13/20 | | | | | | | | | | | | | | | | | | | | | | | | 42,091 | | | $27.79 | | | 412,492 |
| 6/12/20(8) | | | | | | | | | | | | | | | | | | | | | | | | 56,171 | | | | | | | | | 1,644,141 |
| 6/12/20(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | 65,789 | | | $33.38 | | | 548,047 |
| 6/12/20(9) | | | | | | | | | | | | | | | | | | | | | | | | 7,421 | | | | | | | | | 181,697 |
| 6/12/20(9) | | | | | | | | | | | | | | | | | | | | | | | | 14,843 | | | | | | | | | 363,395 |
| 6/12/20(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,045 | | | $27.79 | | | 181,700 |
| (1)
| Reflects the possible payouts of cash incentive compensation under the 20182020 MIP. The actual amounts earned are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Mr. Miñarro Viseras is based in Europe and compensated in Euros. His Estimated Possible Non-Equity Incentive Plan Payout amounts were converted to U.S. dollars at an exchange rate of 1.1798,1.1413, which was the average monthly translation rate for 2018. In connection with his retirement2020. |
(2)
| Reflects performance stock units granted under our 2017 Omnibus Incentive Plan. Actual earned award may range from the Company, Mr. Herndon was not eligible0% to receive any payment200% based on performance over a three-year performance period ending December 31, 2022. Vesting conditions and other key terms of these awards are discussed in respect of his 2018 MIP award.more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - 2020 Leadership and Compensation Developments.” |
| (2)(3)
| Reflects restricted stock units granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis―2018Analysis - 2020 Executive Compensation Program in Detail―Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis―2018Analysis - 2020 Executive Compensation Program in Detail―2018Detail - 2020 Leadership and Compensation Developments.” |
| (3)(4)
| Reflects stock optionoptions granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis―2018Analysis - 2020 Executive Compensation Program in Detail―Detail - Long-Term Equity Incentive Awards” and “Compensation Discussion and Analysis―2018Analysis - 2020 Executive Compensation Program in Detail―2018Detail - 2020 Leadership and Compensation Developments.” |
| (4)(5)
| Represents the grant date fair value, or incremental fair value, as applicable, of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.2020. The stock options have an exercise price per share equal to the closing price of the Company’sCompany's common stock as reported on the NYSE on the date of grant. |
(6)
| Reflects a one-time grant of RSUs intended to address the annual vesting shortfall created by the introduction of PSUs to the annual equity program. These grants are discussed in more detail above under “Compensation Discussion and Analysis - 2020 Executive Compensation Program in Detail - One-Time “Stub Period” RSUs Granted in 2020”. |
(7)
| Represents awards granted to Mr. Kini in connection with his promotion. |
(8)
| In connection with her separation, the terms of Ms. Weaver’s outstanding RSU and option awards granted to her in 2019 were modified so that the unvested portion of her awards remained outstanding following her termination and eligible to vest in accordance with their terms as if she had still been employed by the Company through each applicable vesting date. See “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement ― Transition Agreement with Ms. Weaver.” |
(9)
| In connection with her separation, the terms of Ms. Weaver’s outstanding RSU and option awards granted to her in 2020 were modified so that the unvested portion of her awards remained outstanding following her termination and eligible to vest in accordance with their terms as if she had still been employed by the Company through the next two vesting dates following her separation. See “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2020―Summary of NEO Offer Letters and Employment Agreement ― Transition Agreement with Ms. Weaver.” |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2018
2020
Summary of NEO Offer Letters and Employment Agreements
In general, the Company does not enter into employment agreements with employees, including our executive officers, however we do enter into offer letters with many of our executive officers. In addition, we did enter into an employment agreement with Mr. Miñarro Viseras in 2016 and a new employment agreement with him in October 2018. Descriptions of the offer letters we entered into with Messrs. Reynal, Herndon, Schiesl, and SnyderWeatherred, the transition agreement we entered into with Ms. Weaver and the employment agreementsagreement we entered into with Mr. Miñarro Viseras are provided below. All current NEOs serve at the will of our board of directors.
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Offer Letter with Mr. Reynal
The Company entered into an offer letter with Mr. Reynal, dated April 17, 2015, which was modified by a letter, dated November 19, 2015, we entered into with Mr. Reynal in connection with his promotion to Chief Executive Officer of the Company (the offer letter, dated April 17, 2015, as so modified, the “Reynal Offer Letter”). The Reynal Offer Letter provides that, as of January 1, 2016, Mr. Reynal is entitled to receive a base salary of $750,000, which base salary was increased to
$766,500$1,000,000 in
April, 2017,March 2020, and that Mr. Reynal is entitled to participate in our annual MIP with a target award opportunity of 100% of his annual base
salary. The Reynal Offer Letter further provides that,salary, which target was increased to 150% of salary in
2016, Mr. Reynal’s MIP award would be based on the achievement of performance goals comparable to those that typically would be assigned to the Chief Executive Officer of the Industrials segment; however, following Mr. Reynal’s transition to devoting more of his business time andMarch 2020.TABLE OF CONTENTS
attention to the performance of duties as the Chief Executive Officer of the Company, his annual MIP award would transition to being based on the achievement of Company performance goals.
Mr. Reynal was eligible to receive two option grants under our Long-Term Incentive Program: one grant of 876,975 options upon commencement of his employment as the Chief Executive Officer of our Industrials segment, which he received in May 2015; and one grant of 585,403 options in connection with his promotion to Chief Executive Officer of the Company, which he received in May 2016. In addition, pursuant to the terms of the Reynal Offer Letter, Mr. Reynal was expected to invest a minimum of $2,000,000, and was given the opportunity to invest significantly more, into our common stock, subject to satisfaction of applicable securities law requirements.
During the time Mr. Reynal was based in Munich, Germany (the “Expat Period”), the Reynal Offer Letter provides that he was entitled to certain expatriate benefits, including an annual cost of living adjustment of $26,000, a monthly housing allowance of $5,533, payment or reimbursement of tuition to an international school for his dependent children, payment or reimbursement of school-sponsored transportation for his dependent children, reimbursement of expenses related to tax preparation performed by a tax preparation firm, use of a company car, reimbursement for expenses in connection with storage of household goods in the United States and reimbursement for business class travel to the United States or a comparable location for Mr. Reynal and his immediate family once per year. Mr. Reynal was also entitled to tax equalization on his cash compensation and expatriate benefits during the Expat Period; provided that the annual cost to the Company of such tax equalization shall not exceed $275,000.
Mr. Reynal is also eligible to participate in the Company’s 401(k), Excess Contribution, medical, dental, life insurance and disability plans, along with a comprehensive wellness program.
The Reynal Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
Offer Letter with Mr. Herndon
The Company entered into an offer letter with Mr. Herndon, dated November 18, 2015, which was modified by an offer letter, dated September 2, 2016, we entered into with Mr. Herndon in connection with his promotion to Chief Financial Officer of the Company (the offer letter, dated November 18, 2015, as so modified, the “Herndon Offer Letter”). The Herndon Offer Letter provides that Mr. Herndon is entitled to receive a base salary of $400,000, which base salary was increased to $409,000 in April, 2017, and is eligible to participate in the annual MIP with a target award opportunity of 100% of his base salary.
Mr. Herndon was eligible to receive a grant of 468,323 options under our Long-Term Incentive Program, which he received in May 2016. In addition, pursuant to the terms of the Herndon Offer Letter, Mr. Herndon was expected to invest a minimum of $1,000,000, and was given the opportunity to invest significantly more, into our common stock, subject to satisfaction of applicable securities law requirements, no later than two months following the date his employment with us commenced.
Mr. Herndon is also eligible to participate in the Company’s 401(k), Excess Contribution, medical, dental, life insurance and disability plans, along with a comprehensive wellness program.
The Herndon Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
Offer Letter with Mr. Schiesl
The Company entered into an offer letter with Mr. Schiesl, dated November 25, 2013 (the “Schiesl Offer Letter”). The Schiesl Offer Letter provides that Mr. Schiesl is entitled to receive a base salary of $450,000, which base salary was increased to
$460,000$500,000 in
April, 2017,March 2020, and is eligible to participate in the annual MIP with a target award opportunity of 75% of his base salary.
Mr. Schiesl was eligible to receive (i) a grant of 394,474 options under our Long-Term Incentive Program, which he received in March 2014, and (ii) a grant of 36,739 options (the “Investment Options”) which he received in lieu of a sign-on bonus in March 2014 and which vested on June 16, 2014.
Mr. Schiesl is also eligible to participate in the Company’s 401(k), Excess Contribution, medical, dental, life insurance and disability plans, along with a comprehensive wellness program.
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The Schiesl Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
Employment Agreements with Mr. Miñarro Viseras
The employment agreement the Company entered into with Mr. Miñarro Viseras on October 22, 2018 (the “Miñarro Viseras Employment Agreement”) provided that Mr. Miñarro Viseras was entitled to receive a base salary of €330,000, which base salary was increased to €406,000 in March 2020, was eligible to participate in the annual MIP with an award opportunity of up to 45% of his base salary, which target was increased to 85% of salary in March 2020, and was eligible to participate in our Management Equity Program.
Under the Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras is eligible for use of a company car, and international school assistance for his children for each year thereafter.
Under the Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras was also covered under the standard group accident insurance of the Company.
Offer Letter with Mr.
SnyderWeatherred
The Company entered into an offer letter with Mr.
Snyder,Weatherred, dated
December 18, 2015April 30, 2018 (the
“Snyder“Weatherred Offer Letter”)
., in connection with his appointment as Vice President, Gardner Denver Operating System. The
SnyderWeatherred Offer Letter provides that Mr.
SnyderWeatherred is entitled to receive
aan annual base salary of
$300,000,$345,000, which base salary was increased to
$353,000$415,000 in
April, 2017, to $360,060 in 2018March 2020, and
to $425,000 effective January 1, 2019 and is eligible to participate in the
annual MIPCompany’s Management Incentive Plan with
aan annual target award opportunity of
45%50% of his
annual base salary, which target
award opportunity was increased to
50%75% of salary in
November 2016 and to 65% effective January 1, 2019.March 2020.
Mr.
SnyderWeatherred was
eligible to receive a grant of 263,430 options under our Long-Term Incentive Program, which he received in December 2016. In addition, pursuant to the terms of the Snyder Offer Letter, Mr. Snyder was expected to invest a minimum of $90,000, and was given the opportunity to invest significantly more, into our common stock, subject to satisfaction of applicable securities law requirements, no later than two months following the date his employment with us commenced.Under the Snyder Offer Letter, Mr. Snyder received a lump sum cash signing bonus of $300,000 in February 2016. Such bonus was subject to a repayment obligation upon certain terminations of Mr. Snyder’s employment.
Under the Snyder Offer Letter, Mr. Snyder is entitled to reimbursement for his reasonable commuting expenses (consistent with our travel policies) related to travel to and from his home, as well as a tax gross-up relating to such reimbursement.
Mr. Snyder is also eligible to participate in the Company’s 401(k), Excess Contribution, medical, dental, life insurance and disability plans, alonglong-term incentive plan with a comprehensive wellness program.
target annual equity grant opportunity equal to $275,000, which target annual equity grant opportunity was increased to $700,000 in March 2020.
The
SnyderWeatherred Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
Employment Agreements with Mr. Miñarro Viseras
The Company entered into an employment agreement with Mr. Miñarro Viseras, dated April 29, 2016 and commencing on May 10, 2016 (the “Miñarro Viseras Employment Agreement”), which was superseded by a new employment agreement on October 22, 2018 (the “New Miñarro Viseras Employment Agreement”). The Miñarro Viseras Employment Agreement provided that Mr. Miñarro Viseras was entitled to receive a base salary of $324,325, which base salary was increased to $331,992 in April, 2017 (converted from Euros to U.S. dollars at an exchange rate of 1.1798, which was the average monthly translation rate for 2018), was eligible to participate in the annual MIP with an award opportunity of up to 45% of his base salary and was eligible to participate in our Management Equity Program.
Under the Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras received a lump sum cash signing bonus of $470,263 (which amount was paid to Mr. Miñarro Viseras in Euros and has been converted to U.S. dollars at an exchange rate of 1.1065, which is the average monthly translation rate for 2016) in August 2016. Such bonus was subject to a repayment obligation upon certain terminations of Mr. Miñarro Viseras’ employment.
Under the Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras was eligible for relocation benefits, use of a company car, and international school assistance for his children in the amount of $54,271 for the first year of his employment and for $41,293 (in each case, converted from Euros to U.S. dollars at an exchange rate of 1.1798, which was the average monthly translation rate for 2018) for each year thereafter. Such relocation benefits were subject to a repayment obligation if Mr. Miñarro Viseras was terminated within 24 months by the Company for cause or by Mr. Miñarro Viseras without good reason.
Under the Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras was also covered under the standard group accident insurance of the Company.
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Transition Agreement with Ms. Weaver
The
Miñarro Viseras Employment Agreement provided forCompany entered into a
mutual three-month advance notice period, which notice period was increased to twelve months in February 2018, for a termination of employment not for cause or without good reason, during which Mr. Miñarro Viseras could be released from his work duties but would still be entitled to remuneration.transition agreement, dated June 12, 2020, with Emily Weaver (the “Weaver Transition Agreement”), the Company’s then Senior Vice President and Chief Financial Officer. Under the terms of the Miñarro Viseras EmploymentTransition Agreement, Mr. Miñarro Viseras was subject to certain restrictive covenants, including a perpetual confidentiality covenant, violation of which would constitute “cause” under such agreement, and a noncompetition covenant for the duration of theMs. Weaver’s employment relationship. Mr. Miñarro Viseras may be required to pay certain contractual penalties for each breach of either restrictive covenant.
On October 22, 2018, Mr. Miñarro Viseras entered into the New Miñarro Viseras Employment Agreement with the Company which replacedwould terminate on June 30, 2020 (the “Termination Date”). From June 12, 2020 until Mr. Kini’s appointment as Chief Financial Officer on June 15, 2020, Ms. Weaver continued to serve as the Miñarro Viseras Employment Agreement. The New Miñarro Viseras Employment Agreement incorporatedCompany’s Senior Vice President and Chief Financial Officer. From Mr. Kini’s appointment to that position on June 15, 2020, until the terms fromTermination Date (the “Transition Period”), Ms. Weaver served as an advisor to Mr. Kini, received her base salary at the Miñarro Viseras Employment Agreementrate of $575,000 per year, and participated in the Company’s employee benefit plans.
When Ms. Weaver’s employment terminated, she was entitled to receive (subject to her execution of a second release and compliance with the following significant changes: (i) Mr. Miñarro Viseras’ annual base salary was increased from $331,992restrictive covenants and other obligations in the Transition Agreement): (a) a cash severance payment of $575,000, payable in bi-monthly installments over the one-year period after the Termination Date; (b) subject to $389,331 (in each case, converted from Euros to U.S. dollars at an exchange rate of 1.1798, which was the average monthly translation rate for 2018), (ii) Mr. Miñarro Viseras’ target annual cash bonus opportunity was increased from 45% of his annual base salary to 60% of his annual base salary, and (iii) the annual amount of international school assistance for his children for which Mr. Miñarro Viseras is eligible was increased from $41,293 to the lesser of (x) $62,283 (converted from Euros to U.S. dollars at an exchange rate of 1.1798, which was the average monthly translation rate for 2018) and (y) actual cost. The New Miñarro Viseras Employment Agreement also allows Mr. Miñarro Viseras to continueher election to receive while hecontinued group health plan coverage under COBRA, continued coverage at active-employee rates for up to 18 months after the Termination Date; (c) executive outplacement services for up to 12 months after the Termination Date; (d) reimbursement of up to $50,000 for certain moving expenses if she relocates outside of the Charlotte, North Carolina metropolitan area by no later than December 31, 2022 (reduced by relocation benefits or expense reimbursements from a subsequent employer); (e) continued vesting of outstanding option and time-vesting RSU awards as if she had remained an employee of the Company through (I) the final vesting date, for the options and RSUs granted on December 4, 2019 (the “New Hire Grants”), and (II) the next two scheduled vesting dates for options and RSUs granted on March 6, 2020 (the “2020 Grants”); (f) the ability to exercise vested options until one year after the final tranche of a given grant vests as described in the forgoing sub clause (e); and (g) reimbursement of up to $10,000 of legal fees in connection with negotiating the Transition Agreement. These payments are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”
The incremental compensation expense in connection with the modification of Ms. Weaver’s option and time-vesting RSU awards is
livingincluded in
Germany the
same annual housing allowance that had been previously provided to him under“Option Awards” and “Stock Awards” columns of the
Company’s expatriate policies.Summary Compensation Table and in the Grants of Plan-Based Awards in 2020 table.
Outstanding Equity Awards at 20182020 Fiscal Year End
Vicente Reynal | | | 5/24/15 | | | 438,486 | | | ― | | | 10.61 | | | 5/24/25 | | | | | | | | | | | | |
| 5/24/15 | | | 318,488 | | | ― | | | 10.61 | | | 5/24/25 | | | | | | | | | | | | |
| 5/10/16 | | | 292,702 | | | ― | | | 10.61 | | | 5/10/26 | | | | | | | | | | | | |
| 5/10/16 | | | 292,701 | | | ― | | | 10.61 | | | 5/10/26 | | | | | | | | | | | | |
| 2/22/18 | | | 35,587 | | | 106,762 | | | 32.06 | | | 2/22/28 | | | 46,788 | | | 2,131,661 | | | | | | |
| 2/21/19 | | | 55,035 | | | 165,107 | | | 27.05 | | | 2/21/29 | | | 60,306 | | | 2,747,541 | | | | | | |
| 3/6/20 | | | ― | | | 170,918 | | | 27.79 | | | 3/6/30 | | | 60,273 | | | 2,746,038 | | | 241,092 | | | 10,984,152 |
| 3/6/20 | | | | | | | | | | | | | | | 60,273 | | | 2,746,038 | | | | | | |
Vikram Kini | | | 3/19/14 | | | 84,576 | | | ― | | | 8.16 | | | 3/19/24 | | | | | | | | | | | | |
| 3/19/14 | | | 84,577 | | | ― | | | 8.16 | | | 3/19/24 | | | | | | | | | | | | |
| 12/9/16 | | | 7,066 | | | ― | | | 11.43 | | | 12/9/26 | | | | | | | | | | | | |
| 12/9/16 | | | 7,066 | | | ― | | | 11.43 | | | 12/9/26 | | | | | | | | | | | | |
| 2/22/18 | | | 3,558 | | | 10,677 | | | 32.06 | | | 2/22/28 | | | 4,679 | | | 213,175 | | | | | | |
| 2/21/19 | | | 5,060 | | | 15,183 | | | 27.05 | | | 2/21/29 | | | 5,546 | | | 252,676 | | | | | | |
| 3/6/20 | | | ― | | | 10,204 | | | 27.79 | | | 3/6/30 | | | 3,598 | | | 163,925 | | | 14,392 | | | 655,700 |
| 3/6/20 | | | | | | | | | | | | | | | 3,598 | | | 163,925 | | | | | | |
| 6/30/20 | | | ― | | | 13,321 | | | 28.12 | | | 6/30/30 | | | 5,334 | | | 243,017 | | | 21,336 | | | 972,068 |
Andrew Schiesl | | | 2/22/18 | | | 6,005 | | | 18,016 | | | 32.06 | | | 2/22/28 | | | 7,896 | | | 359,742 | | | | | | |
| 2/21/19 | | | 9,172 | | | 27,518 | | | 27.05 | | | 2/21/29 | | | 10,051 | | | 457,924 | | | | | | |
| 3/6/20 | | | ― | | | 24,234 | | | 27.79 | | | 3/6/30 | | | 8,546 | | | 389,356 | | | 34,184 | | | 1,557,423 |
| 3/6/20 | | | | | | | | | | | | | | | 8,546 | | | 389,356 | | | | | | |
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| Option Awards | Stock Awards |
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(4) | Market Value of Shares of Stock That Have Not Vested ($)(5) |
Vicente Reynal | 5/24/15 | | 438,486 | | | — | | | — | | | 10.61 | | | 5/24/2025 | | | | | | | |
| 5/24/15 | | 438,486 | | | — | | | — | | | 10.61 | | | 5/24/2025 | | | | | | | |
| 5/10/16 | | 292,702 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 5/10/16 | | 292,701 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 2/22/18 | | — | | | 142,349 | | | — | | | 32.06 | | | 2/22/2028 | | | | | | | |
| 2/22/18 | | — | | | — | | | — | | | — | | | — | | | 62,383 | | $ | 1,275,732 | |
Philip T. Herndon | 5/10/16 | | 234,162 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 5/10/16 | | 234,161 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 12/9/16 | | 42,391 | | | 28,262 | | | — | | | 11.43 | | | 12/9/2026 | | | | | | | |
| 12/9/16 | | 42,392 | | | — | | | 28,262 | | | 11.43 | | | 12/9/2026 | | | | | | | |
| 2/22/18 | | — | | | 35,587 | | | — | | | 32.06 | | | 2/22/2028 | | | | | | | |
| 2/22/18 | | — | | | — | | | — | | | — | | | — | | | 15,596 | | $ | 318,938 | |
Andrew Schiesl | 3/19/14 | | 197,237 | | | — | | | — | | | 8.16 | | | 3/19/2024 | | | | | | | |
| 3/19/14 | | 197,237 | | | — | | | — | | | 8.16 | | | 3/19/2024 | | | | | | | |
| 3/19/14 | | 36,739 | | | — | | | — | | | 8.16 | | | 3/19/2024 | | | | | | | |
| 2/22/18 | | — | | | 24,021 | | | — | | | 32.06 | | | 2/22/2028 | | | | | | | |
| 2/22/18 | | — | | | — | | | — | | | — | | | — | | | 10,527 | | $ | 215,277 | |
Neil D. Snyder | 5/10/16 | | 131,715 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 5/10/16 | | 131,716 | | | — | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 12/9/16 | | 14,131 | | | 9,421 | | | | | | 11.43 | | | 12/9/2026 | | | | | | | |
| 12/9/16 | | 14,130 | | | — | | | 9,421 | | | 11.43 | | | 12/9/2026 | | | | | | | |
| 2/22/18 | | — | | | 14,235 | | | — | | | 32.06 | | | 2/22/2028 | | | | | | | |
| 2/22/18 | | | | | | | | | | | | | | | | | 6,238 | | $ | 127,567 | |
Enrique Miñarro Viseras | 5/10/16 | | 40,822 | | | 27,215 | | | — | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 5/10/16 | | 40,821 | | | — | | | 27,215 | | | 10.61 | | | 5/10/2026 | | | | | | | |
| 2/22/18 | | — | | | 17,794 | | | — | | | 32.06 | | | 2/22/2028 | | | | | | | |
| 2/22/18 | | — | | | — | | | — | | | — | | | — | | | 7,798 | | $ | 159,469 | |
| 9/11/18 | | — | | | 22,361 | | | — | | | 26.18 | | | 9/11/2028 | | | | | | | |
| 9/11/18 | | — | | | — | | | — | | | — | | | — | | | 9,549 | | $ | 249,993 | |
Enrique Miñarro Viseras | | | 5/10/16 | | | 13,607 | | | ― | | | 10.61 | | | 5/10/26 | | | | | | | | | | | | |
| 5/10/16 | | | 68,037 | | | ― | | | 10.61 | | | 5/10/26 | | | | | | | | | | | | |
| 2/22/18 | | | 4,448 | | | 13,346 | | | 32.06 | | | 2/22/28 | | | 5,849 | | | 266,480 | | | | | | |
| 9/11/18 | | | 11,180 | | | 11,181 | | | 26.18 | | | 9/11/28 | | | 4,775 | | | 217,549 | | | | | | |
| 2/21/19 | | | 6,326 | | | 18,978 | | | 27.05 | | | 2/21/29 | | | 6,932 | | | 315,822 | | | | | | |
| 3/6/20 | | | ― | | | 25,510 | | | 27.79 | | | 3/6/30 | | | 8,996 | | | 409,858 | | | 35,984 | | | 1,639,431 |
| 3/6/20 | | | | | | | | | | | | | | | 8,996 | | | 409,858 | | | | | | |
Michael Weatherred | | | 5/14/18 | | | 4,900 | | | 4,900 | | | 33.46 | | | 5/14/28 | | | 2,055 | | | 93,626 | | | | | | |
| 2/21/19 | | | 4,428 | | | 13,285 | | | 27.05 | | | 2/21/29 | | | 4,853 | | | 221,103 | | | | | | |
| 3/6/20 | | | ― | | | 17,857 | | | 27.79 | | | 3/6/30 | | | 6,297 | | | 286,891 | | | 25,188 | | | 1,147,565 |
| 3/6/20 | | | | | | | | | | | | | | | 6,297 | | | 286,891 | | | | | | |
Emily Weaver | | | 12/4/19 | | | ― | | | 65,789 | | | 33.38 | | | 12/4/29 | | | 56,171 | | | 2,559,151 | | | | | | |
| 3/6/20 | | | ― | | | 21,045 | | | 27.79 | | | 3/6/30 | | | 7,421 | | | 338,101 | | | ― | | | ― |
| 3/6/20 | | | | | | | | | | | | | | | 14,843 | | | 676,247 | | | | | | |
| (1)
| Reflects vested and exercisable Time Options Performance Options and in the case of Mr. Schiesl, InvestmentPerformance Options granted pursuant to our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan. |
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| (2)
| Reflects unvested Time Options granted prior to our initial public offering pursuant to our 2013 Stock Incentive Plan and unvested stock options granted infrom 2018 through 2020 pursuant to our 2017 Omnibus Incentive Plan. The unvested Time Optionsstock options granted to Mr. HerndonMs. Weaver on December 9, 2016, to Mr. Snyder on December 1, 2016 and to Mr. Miñarro Viseras on May 10, 2016 shown in this column4, 2019 will vest in equal thirds on the second, third, and become exercisable with respect to 50%fourth anniversaries of such Time Options on December 31st of each of 2019 and 2020, subject to the NEO’s continued employment through suchgrant date. The unvested stockStock options granted to our NEOs on February 22, 2018 vest in equal installments on February 22ndthe second, third, fourth, and fifth anniversaries of each of 2020, 2021, 2022 and 2023. Thethe grant date. All other unvested stock options granted to Mr. Miñarro Viseras on September 11, 2018our NEOs vest in equal installments on September 11th of each of 2019, 2020, 2021 and 2022. |
| (3) | Reflectsthe first four anniversaries of the grant date. Upon her termination, unvested Performance Optionsstock options granted to Ms. Weaver were treated pursuant to our 2013 Stock Incentive Plan. The unvested Performance Options shown in this column will vest and become exercisable with respect to 50% of such Performance Options granted to Mr. Herndon on December 9, 2016, Mr. Snyder on December 1, 2016 and Mr. Miñarro Viseras on May 10, 2016 on December 31st of each of 2019 and 2020, subject to the NEO’s continued employment through such date and our achievement of the relevant adjusted EBITDA target, or in full upon a Change in Control if we have achieved the Sponsor IRR and Sponsor MOIC targets (as described below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control”) at such time. At the end of the yearly measurement period with respect to any award of Performance Options, any then outstanding Performance Options that were not vested and exercisable in any previous year in accordance with their terms shall become vested and exercisable to the extent that the cumulative performance objectives have been satisfied in respect of the applicable performance period. We achieved the fiscal 2018 adjusted EBITDA target; accordingly, the amounts reflected in the table reflect target performance.her transition agreement. |
| (4)(3)
| Reflects unvested RSUs granted pursuant to our 2017 Omnibus Incentive Plan. The RSUs granted to Ms. Weaver on December 4, 2019 will vest in equal thirds on the second, third, and fourth anniversaries of the grant date. RSUs granted to our NEOs on February 22, 2018 vest in equal installments on February 22ndthe second, third, fourth, and fifth anniversaries of each of 2020, 2021, 2022 and 2023. Thethe grant date. All other RSUs granted to Mr. Miñarro Viseras on September 11, 2019our NEOs vest in equal installments on September 11the first four anniversaries of each of 2019, 2020, 2021 and 2022.the grant date. Upon her termination, RSUs granted to Ms. Weaver were treated pursuant to her transition agreement. |
| (5)(4)
| Values determined based on the December 31, 20182020 closing price of the Company’sCompany's common stock on the NYSE of $20.45.$45.56. |
(5)
| Reflects PSUs that will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure over the performance period beginning on January 1, 2020 and ending on December 31, 2022. As of December 31, 2020, the achievement level with respect to Relative TSR was between target and maximum. Accordingly, the number of PSUs reported in the table reflects the amount that would be earned for maximum performance. The actual number of shares that will vest with respect to the PSUs is not yet determinable. |
Option Exercises and Stock Vested in 2018
During 2018, none of2020
The following table provides information regarding Options exercises and RSUs vested during fiscal 2020 for our NEOs exercised options or had any shares of stock or restricted stock or restricted stock units or similar instruments vest.NEOs.
Vicente Reynal | | | 120,000 | | | 3,497,341 | | | 35,696 | | | 1,378,223 |
Vikram Kini | | | ― | | | ― | | | 3,407 | | | 131,544 |
Andrew Schiesl | | | 431,213 | | | 11,886,365 | | | 5,981 | | | 230,926 |
Enrique Miñarro Viseras | | | 54,429 | | | 1,734,108 | | | 6,646 | | | 250,324 |
Michael Weatherred | | | ― | | | ― | | | 2,644 | | | 89,864 |
Emily Weaver | | | ― | | | ― | | | ― | | | ― |
(1)
| Value realized on exercise is based on the gain, if any, equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less the exercise price, multiplied by the number of options exercised. |
(2)
| The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date. |
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Pension Benefits - Fiscal
20182020
During
2018,2020, no NEOs participated in either a tax-qualified or non-qualified defined benefit plan sponsored by the Company.
Non-Qualified Deferred Compensation - Fiscal
2018Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) |
Vicente Reynal | | 512,193 | | | 61,223 | | | (101,774 | ) | | — | | | 1,943,727 | |
Philip T. Herndon | | 42,372 | | | 21,473 | | | (1,989 | ) | | — | | | 61,855 | |
Andrew Schiesl | | 25,383 | | | 25,383 | | | (33,866 | ) | | — | | | 305,419 | |
Neil D. Snyder | | 18,850 | | | 18,850 | | | (5,606 | ) | | — | | | 32,094 | |
Enrique Miñarro Viseras | | — | | | — | | | — | | | — | | | — | |
2020
Vicente Reynal | | | 180,655 | | | 180,655 | | | 453,065 | | | ― | | | 3,255,987 |
Vikram Kini | | | 166,075 | | | 41,532 | | | 155,744 | | | ― | | | 1,020,123 |
Andrew Schiesl | | | 49,499 | | | 49,499 | | | 133,246 | | | ― | | | 667,333 |
Enrique Miñarro Viseras | | | ― | | | ― | | | ― | | | ― | | | ― |
Michael Weatherred | | | 32,711 | | | 32,711 | | | 27,821 | | | ― | | | 115,289 |
Emily Weaver | | | 7,300 | | | 7,300 | | | 1,833 | | | 16,433 | | | ― |
| (1)
| The amounts in this column are reported as compensation for fiscal 20182020 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. |
| (2)
| Represents the amount of the matching contribution made by us in accordance with our Excess Contribution Plan. Matching contributions are reported for the year in which the compensation against which the applicable deferral election is applied has been earned (regardless of whether such matching contribution is actually credited to the NEO’sNEO's non-qualified deferred compensation account in that year or the following year). The amounts in this column are reported as compensation for fiscal 20182020 in the “All Other Compensation” column of the Summary Compensation Table. |
| (3)
| Amounts in this column are not reported as compensation for fiscal 20182020 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. |
(4)
| (4) | Of theThe amounts reported in this column: $759,750 represents a portioncolumn include the following aggregate amounts for each of the following NEOs reported as compensation to such named executive officers for 2016 reportedprevious years in the “Base Salary” andSalary,” “Non-Equity Incentive Plan Compensation” columns and $81,750 represents a portion of the compensation for 2016 reported in the “All Other Compensation” columncolumns of the Summary Compensation Table forTable: Mr. Reynal; $32,768 represents a portion of the compensation forReynal, $841,500 in fiscal 2016, reported$1,049,316 in the “Base Salary”fiscal 2017, $573,416 in fiscal 2018 and “Non-Equity Incentive Plan Compensation” columns$83,485 in fiscal 2019; Mr. Schiesl, $65,536 in 2016, $114,162 in fiscal 2017, $50,766 in fiscal 2018 and $32,768 represents a portion of the compensation for 2016 reported$46,000 in the “All Other Compensation” column of the Summary Compensation Table forfiscal 2019; and Mr. Schiesl; $888,016 represents a portion of the compensation for 2017 reportedWeatherred, $20,994 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns and $161,300 represents a portion of the compensation for 2017 reported in the “All Other Compensation” column of the Summary Compensation Table for Mr. Reynal; and $57,081 represents a portion of the compensation for 2017 reported in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns and $57,081 represents a portion of the compensation for 2017 reported in the “All Other Compensation” column of the Summary Compensation Table for Mr. Schiesl.fiscal 2019. |
Non-qualified Deferred Compensation Plan
In addition to the 401(k) plan, U.S. employees with a salary grade of 20 or higher (generally senior managers and above) are eligible to participate in the Excess Contribution Plan. Once a participant in the Excess
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Contribution Plan reaches the IRS annual limits for the 401(k) plan, contributions will be made to the Excess Contribution Plan based on the salary deferral percentage elected by the participant under the 401(k) plan. The participant selects the deferral percentage for both the 401(k) plan and the Excess Contribution Plan at the time of initial enrollment in the Excess Contribution Plan or once per year in December for the following year. In December of each year, a participant may make a separate election to defer from the annual MIP award earned the following year and payable in the year thereafter. The Company matches each participant’s contributions to the Excess Contribution Plan with Company matching contributions. The Company match consists of $1 for each $1 the participant defers under the Excess Contribution Plan (up to the first 6% of a participant’s annual eligible compensation), less any matching contribution made to the 401(k) plan. The Company match is credited to the Excess Contribution Plan in the form of cash.
Historically, the NEOs were also credited with a nonelective Company contribution of 12% of eligible compensation in excess of the IRS annual limit. The Company nonelective contributions were also contributed in cash and became fully vested after three years of employment. We discontinued the nonelective Company contributions effective January 1, 2015.
With respect to employee and Company matching contributions made to the Excess Contribution Plan on and after January 1, 2019, participants may elect to receive distributions in a lump sum or 5- or 10-year installments payable (i) when the participant separates from service with the Company or (ii) on a specific in-service date designated by the participant. A participant makes this distribution election for the specific year’s contributions at the time the participant makes the salary and MIP deferral elections in December for the following year. For amounts deferred before January 1, 2019, participants in the Excess Contribution Plan may elect to receive distributions of their plan account in either a lump sum or 5- or 10-year installments payable when the participant separates from service with the Company, subject to the terms and conditions of the Excess Contribution Plan. Loans are not permitted under the Excess Contribution Plan.
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The investment options available to participants, including the NEOs, under the Excess Contribution Plan are similar to those offered to all of the participants in the 401(k) plan. Because some specific investment options available under the 401(k) plan are not available under the Excess Contribution Plan, the Company has made similar investment options available to the Excess Contribution Plan participants. Our stock is not a permitted investment option under the Excess Contribution Plan. The table below shows the funds available under the Excess Contribution Plan and their annual rate of return for the calendar year ended December 31, 2018,2020, as reported by the administrator of the plan.
AF GRTH FUND AMER R6
| RGAGX
| | (2.60
| )%
|
DODGE & COX STOCK | | | DODGX | | | (7.07
| )%7.16%
|
FID 500 INDEX | | | FXAIX | | | 18.40% |
FID CONTRAFUND K6 | | | (4.40FLCNX
| | | )%30.83%
|
FID LOW-PRICED ST K6 | | | FLKSX | | | 9.31% |
FID MID CAP IDX | | | FSMDX | | | (9.05
| )17.11%
|
MFS MID CAP GRTH R6 | | | OTCKX | | | 1.21
| %35.80%
|
AM CENT SMCAP VAL R6 | | | ASVDX | | | 9.32% |
VANG SM GR IDX INST | | | (16.75VSGIX
| | | )%35.31%
|
FID DIVERSFD INTL K6 | | | FKIDX | | | 19.40% |
MFS INTL NEW DISC R6 | | | MIDLX | | | (10.29
| )%
|
VANG SM GR IDX INST
| VSGIX
| | (5.69
| )%
|
AF EUROPAC GROWTH R6
| RERGX
| | (14.91
| )%10.14%
|
VANG TOT INTL STK AD | | | VTIAX | | | (14.43
| )%11.28%
|
FID FREEDOMFDM IDX 2020 K6INV | | | FATKXFPIFX
| | | (5.03
| )%12.70%
|
FID FREEDOMFDM IDX 2025 K6INV | | | FDTKXFQIFX
| | | (5.78
| )%13.55%
|
FID FREEDOMFDM IDX 2030 K6INV | | | FGTKXFXIFX
| | | (6.83
| )%14.32%
|
FID FREEDOMFDM IDX 2035 K6INV | | | FWTKXFIHFX
| | | (8.15
| )%15.52%
|
FID FREEDOMFDM IDX 2040 K6INV | | | FHTKXFBIFX
| | | (8.75
| )%16.45%
|
FID FREEDOMFDM IDX 2045 K6INV | | | FJTKXFIOFX
| | | (8.74
| )%16.42%
|
FID FREEDOMFDM IDX 2050 K6INV | | | FZTKXFIPFX
| | | (8.74
| )%16.44%
|
FID FREEDOMFDM IDX 2055 K6INV | | | FCTKXFDEWX
| | | (8.68
| )%16.48%
|
FID FREEDOMFDM IDX 2060 K6INV | | | FVTKXFDKLX
| | | (8.69
| )%16.40%
|
FID FREEDOMFDM IDX 2065 INV | | | FFIJX | | | 16.45% |
FID FDM IDX INC K6INV | | | FYTKXFIKFX
| | | 8.54% |
FID INFL PR BD IDX | | | (1.71FIPDX
| | | )%10.90%
|
FID TOTAL BOND K6 | | | FTKFX | | | 9.53% |
FID US BOND IDX | | | (0.77FXNAX
| | | )%7.80%
|
VANG VMMR-FED MMKT | | | VMFXX | | | (1.78
| )%0.45%
|
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Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control
The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans and arrangements assuming a qualifying termination if a termination or change in control occurred on December 31, 2018,2020, the last business day of our 20182020 fiscal year. A description of the provisions governing such payments under our agreements and any material conditions or obligations applicable to the receipt of payments is described below under “Severance Arrangements and Restrictive Covenants.”
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The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. These include accrued but unpaid salary and distributions of plan balances under our 401(k) savings plan.
Name | Cash Severance Payment ($)(1) | Continuation of Group Health Coverage ($)(2) | Accrued but Unused Vacation ($)(3) | Value of Time Option and Performance Option Acceleration ($)(4) | Value of Restricted Stock Unit and Stock Option Acceleration ($)(5) | Total ($) |
Vicente Reynal
| | | | | | | | | | | | | | | | | | |
Qualifying Termination | | 1,870,260 | | | 22,896 | | | — | | | — | | | 318,918 | | | 2,212,074 | |
Change in Control | | — | | | — | | | — | | | — | | | — | | | — | |
Qualifying Termination and Change in Control | | 1,870,260 | | | 22,896 | | | — | | | — | | | 1,275,732 | | | 3,168,888 | |
Philip T. Herndon
| | | | | | | | | | | | | | | | | | |
Qualifying Termination | | 409,000 | | | 22,896 | | | — | | | — | | | 79,735 | | | 511,631 | |
Change in Control | | — | | | — | | | — | | | 509,846 | | | — | | | 509,846 | |
Qualifying Termination and Change in Control | | 409,000 | | | 22,896 | | | — | | | 509,846 | | | 318,938 | | | 1,260,681 | |
Andrew Schiesl
| | | | | | | | | | | | | | | | | | |
Qualifying Termination | | 949,900 | | | 22,896 | | | — | | | — | | | 53,804 | | | 1,026,600 | |
Change in Control | | — | | | — | | | — | | | — | | | — | | | — | |
Qualifying Termination and Change in Control | | 949,900 | | | 22,896 | | | — | | | — | | | 215,277 | | | 1,188,073 | |
Neil D. Snyder
| | | | | | | | | | | | | | | | | | |
Qualifying Termination | | 351,000 | | | 22,896 | | | — | | | — | | | 31,882 | | | 405,778 | |
Change in Control | | — | | | — | | | — | | | 169,955 | | | — | | | 169,955 | |
Qualifying Termination and Change in Control | | 351,000 | | | 22,896 | | | — | | | 169,955 | | | 127,567 | | | 671,418 | |
Enrique Miñarro Viseras
| | | | | | | | | | | | | | | | | | |
Qualifying Termination | | 389,331 | | | — | | | — | | | — | | | 88,671 | | | 478,002 | |
Change in Control | | — | | | — | | | — | | | 535,591 | | | — | | | 535,591 | |
Qualifying Termination and Change in Control | | 389,331 | | | — | | | — | | | 535,591 | | | 354,746 | | | 1,279,668 | |
Vicente Reynal
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 1,000,000 | | | 23,423 | | | ― | | | 5,944,312 | | | 6,967,734 |
Change in Control (“CIC”) | | | ― | | | ― | | | ― | | | 10,929,252 | | | 10,929,252 |
Qualifying Termination and CIC | | | 1,000,000 | | | 23,423 | | | ― | | | 28,835,161 | | | 29,858,583 |
Vikram Kini
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 325,000 | | | 23,423 | | | ― | | | 584,007 | | | 932,430 |
Change in Control (“CIC”) | | | ― | | | ― | | | ― | | | 1,619,612 | | | 1,619,612 |
Qualifying Termination and CIC | | | 325,000 | | | 23,423 | | | ― | | | 3,495,150 | | | 3,843,573 |
Andrew Schiesl
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 500,000 | | | 23,423 | | | ― | | | 923,026 | | | 1,446,448 |
Change in Control (“CIC”) | | | ― | | | ― | | | ― | | | 1,549,632 | | | 1,549,632 |
Qualifying Termination and CIC | | | 500,000 | | | 23,423 | | | ― | | | 4,329,221 | | | 4,852,644 |
Enrique Miñarro Viseras
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 463,368 | | | ― | | | ― | | | 1,008,981 | | | 1,472,349 |
Change in Control (“CIC”) | | | ― | | | ― | | | ― | | | 1,631,230 | | | 1,631,230 |
Qualifying Termination and CIC | | | 463,368 | | | ― | | | ― | | | 4,452,251 | | | 4,915,619 |
Michael Weatherred
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 415,000 | | | 23,423 | | | ― | | | 526,528 | | | 964,950 |
Change in Control (“CIC”) | | | ― | | | ― | | | ― | | | 1,141,825 | | | 1,141,825 |
Qualifying Termination and CIC | | | 415,000 | | | 23,423 | | | ― | | | 2,221,268 | | | 2,659,691 |
Emily Weaver(5)
| | | | | | | | | | | | | | | |
Qualifying Termination | | | 601,000 | | | 35,134 | | | — | | | 2,918,980 | | | 3,555,141 |
| (1)
| Cash severance payment includes the following: |
Mr. Reynal - continued payment in substantially equal monthly installments over a 12-month period of the sum of (x) his annual base salary and (y) his annual incentive award under the MIP earned in fiscal 2017.
Mr. Herndon - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
Mr. Kini - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
Mr. Schiesl - continued payment in substantially equal monthly installments over a 12-month period of the sum of (x) his annual base salary and (y) his annual incentive award under the MIP earned in fiscal 2017.
Mr. Snyder - continued payment in substantially equal monthly installments over a 12-month period of the sum of his annual base salary earned in fiscal 2017.
salary.
Mr. Miñarro Viseras - twelve months’months' notice in the event of his termination, with the option to terminate him immediately with a lump sum payment of twelve months’months' salary (for the purposes of this table, salary converted to U.S. dollars at an exchange rate of 1.1413, which was the average monthly translation rate for 2020).
Mr. Weatherred - continued payment in substantially equal monthly installments over a 12-month period of his annual base salary.
Ms. Weaver - pursuant to the transition agreement entered into between the Company and Ms. Weaver: (i) a cash severance payment in the amount of $575,000 payable in bi-monthly installments over the one-year period after Ms. Weaver's termination date, (ii) executive outplacement services ($16,000), and (iii) reimbursement for legal fees in connection with negotiating the agreement ($10,000).
| (2)
| With respect to Messrs. Reynal, Herndon,Kini, Schiesl, and Snyder,Weatherred, reflects the cost of providing continued group health coverage (on the same basis as actively employed employees of the Company), subject to the executive’sexecutive's electing to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a period of 12 months, assuming 20182020 rates. For Ms. Weaver, reflects the actual value of 18 months of continued group health coverage available to Ms. Weaver upon her separation. Ms. Weaver’s COBRA coverage was canceled effective December 31, 2020 |
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| (3)
| Amounts reported in this column reflect zero accrued but unused vacation days for each of our NEOs. |
| (4) | Immediately prior to a Change in Control, all of our NEOs’ unvested Time Options granted prior to our IPO would vest and become immediately exercisable. In addition, immediately prior to a Change in Control, all of our NEOs’ Performance Options would vest and become immediately exercisable but only if, and to the extent that, KKR achieves (x) a Sponsor IRR of 22.5% and (y) a Sponsor MOIC of 2.5. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Terms of Equity Awards.” The amount reported in the table assumes that our Sponsor achieves the required Sponsor IRR and Sponsor MOIC. |
| (5)
| Unvested PSUs, RSUs and Options granted to our NEOs in 20182020 vest and, in the case of options, become immediately exercisable upon a termination without Cause (as defined below) within two years of a Change in Control. See “Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control―Equity Awards Granted in 2018”2020” below. |
(5)
| Ms. Weaver left the Company on June 30, 2020. The values shown reflect the amounts paid to Ms. Weaver following her separation, pursuant to her transition agreement. |
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Transition Agreement
– Mr. HerndonOn February 27, 2019,with Ms. Weaver
See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in
connection with Mr. Herndon’s departure from the Company, we entered into a transition agreement (the “Transition Agreement”) with Mr. Herndon. Under the2020 — Summary of NEO Offer Letters and Employment Agreements — Transition Agreement
subject to Mr. Herndon’s continued compliance with
the restrictive covenants and his non revocation of the release and waiver of claims therein, heMs. Weaver,” which description is
entitled to (all values determined as of the date of the Transition Agreement):a cash severance payment in the amount $639,830 payable in (i) ten equal monthly installments of $34,083 and (ii) a lump sum of $299,000;incorporated herein by reference.
subject to his electing to receive benefits under COBRA, continued group health coverage (on the same basis as actively employed employees of the Company) for ten months following his termination date (or, if earlier, through the date that he becomes employed by another employer and eligible for health insurance coverage at such employer) ($11,654);
pursuant to the terms of the respective grant agreements, accelerated vesting of his outstanding restricted stock units (“RSUs”) and options granted pursuant to our 2017 Omnibus Incentive Plan that would have vested on the next vesting date following his termination date ($103,908); and
continued vesting of his outstanding options granted pursuant to our 2013 Stock Incentive Plan in accordance with their terms following his termination date as if he remained an employee of the Company ($860,295).
Under the Transition Agreement, Mr. Herndon is subject to various restrictive covenants; Mr. Herndon also continues to be subject to the covenants in his Management Stockholder’s Agreement.
Mr. Herndon is also entitled to distribution of amounts held by him under the Excess Contribution Plan. See “—Non-Qualified Deferred Compensation – Fiscal 2018.”
Severance Arrangements and Restrictive Covenants
We entered into offer letters with each of our NEOs, other than Mr. Miñarro Viseras, that contain severance terms.
As discussed above under “Compensation Discussion and Analysis―Compensation Actions Taken in 2018,” inIn February 2018, we amended the terms of Mr. Miñarro Viseras’ employment agreement to increase his termination benefits, and in October 2018 we entered into a new employment agreement with Mr. Miñarro Viseras (which also includes such increase in termination benefits). His new employment agreement requires that we provide twelve months’ notice in the event of his termination, with the option to terminate him immediately with a lump sum payment of twelve months’ salary.
Messrs. Reynal and Schiesl
Under the terms of their offer letters, if the Company terminates either of Messrs. Reynal’s or Schiesl’s employment without Cause (as defined below) or either of Messrs. Reynal or Schiesl terminates his employment with us for Good Reason (as defined below), subject in Mr. Reynal’s case to his continued compliance with the restrictive covenants in his management equity agreements, in Mr. Schiesl’s case to certain provisions in the Severance Plan, and in either case to the NEO’s execution of a customary waiver and release agreement, he will be entitled to receive:
Continued payment over a 12-month period (the “Severance Period”) of the sum of (x) his annual base salary and (y) the annual incentive award under the MIP, if any, earned in respect of our fiscal year preceding the fiscal year in which the termination date occurs, payable in substantially equal monthly installments over the Severance Period; and
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Continued group health coverage (on the same basis as actively employed employees of the Company), subject to the NEO’s electing to receive benefits under COBRA, for 12 months following the date his employment terminates (or, if earlier, through the date the NEO becomes employed by another employer and eligible for health insurance coverage at such employer).
Mr. Snyder
In February 2018, we increased Mr. Snyder’s termination benefitsApril 2020, Messrs. Reynal and Schiesl proactively recommended to the Board that their respective offer letters should be amended to align their severance terms with those of the other Named Executive Officers, and to be more closely alignin keeping with market practices. the Company’s compensation philosophy. See “Compensation Discussion and Analysis―Other Compensation Practices and Policies that Align Our NEOs to Our Stockholders―Severance and Change in Control Agreements.”
Messrs. Kini and Weatherred
Under the terms of Mr. Snyder’sWeatherred's offer letter and severance terms applicable to Mr. Kini, if the Company terminates Mr. Snyder’stheir employment without Causecause or if Mr. Snyder terminates his employment with usthey resign for Good Reason,good reason, then, subject to Mr. Snyder’stheir continued compliance with the restrictive covenants in his management equity agreements and his execution of a customary waiver and release, agreement, hethey will be entitled to receive:
Continuedcontinued payment over a 12-month period (the “Severance Period”) of histheir then-current annual base salary earned in respect of our fiscal year preceding the fiscal year in which the termination date occurs, payable in substantially equal monthly installments over the Severance Period;for a 12-month period; and
Continued group health coverage (on the same basis as actively employed employees of the Company), subject to histheir electing to receive benefits under COBRA, continued coverage under the Company’s group health plans at active-employee rates for up to 12 months following the date his employment terminates (or, if earlier, through the date that he becomes employed by another employer and eligible for health insurance coverage at such employer).after her termination date.
Mr. Herndon
Under the terms of Mr. Herndon’s offer letter, if the Company terminated Mr. Herndon’s employment without Cause or if Mr. Herndon terminated his employment with us for Good Reason, subject to Mr. Herndon’s continued compliance with the restrictive covenants in his management equity agreements and his execution of a customary waiver and release agreement, he would have been entitled to receive:
Continued payment over a 12-month period (the “Severance Period”) of his annual base salary, payable in substantially equal monthly installments over the Severance Period; and
Continued group health coverage (on the same basis as actively employed employees of the Company), subject to his electing to receive benefits under COBRA, for 12 months following the date his employment terminates (or, if earlier, through the date that he becomes employed by another employer and eligible for health insurance coverage at such employer).
In addition to the payments described above, each of our NEOs is entitled to receive a distribution of all vested amounts under our Excess Contribution Plan. See “―Non-Qualified Deferred Compensation Fiscal 2018.2020.”
For purposes of each of the severance arrangements described above:
“Cause” means the occurrence of any of the following with respect to an NEO: (1) a material breach by the NEO of the terms of the Company’s policies, the terms of which have previously been provided to such NEO; (2) any act of theft, misappropriation, embezzlement, fraud or similar conduct by the NEO involving the Company or any of its affiliates; (3) the NEO’s failure to act in accordance with any specific lawful instructions given to the NEO by the board of directors (or any committee thereof) in connection with the performance of the NEO’s duties for the Company or any subsidiary of the Company, which continues beyond ten (10) business days after a written demand for substantial performance is delivered to the NEO by the Company (the “Cure
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Period”); (4) any damage of a material nature to the business or property of the Company or any affiliate caused by NEO’s willful or grossly negligent conduct which continues beyond the Cure Period (to the extent that, in the board of directors’ reasonable judgment, such breach can be cured); (5) any intentional misconduct by the NEO which is reasonably likely to be materially damaging to the Company without a reasonable good faith belief by the NEO that such conduct was in the best interests of the Company; (6) the conviction or the plea of nolo contendere or the equivalent in respect of any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit, or fraud by the NEO; or (7) a knowing and material breach of any written agreement with the Company to which the NEO is a party, which continues beyond the Cure Period (to the extent that, in the board of directors’ reasonable judgment, such breach can be cured). A termination for Cause shall be effective when the Company has given the NEO written notice of its intention to terminate for Cause, describing those acts or omissions that are believed to constitute Cause, and has given the NEO the Cure Period within which to respond.
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“Good Reason” means any of the following actions if taken without an NEO’s prior written consent (which will be deemed to have been given if the NEO does not provide written notification of an event described in clauses (1) and (2) within 90 days after the NEO knows or has reason to know of the occurrence of any such event): (1) a material adverse change in the NEO’s position causing it to be of materially less stature, responsibility, or authority or the assignment to the NEO of any material duties inconsistent with the customary duties of the NEO’s position, in each case without the NEO’s written consent (provided that if, after an initial public offering of equity securities of the Company, at a later date the Company or its successor entity ceases to be a publicly traded entity, such fact shall not constitute a change in the NEO’s existing position); (2) the relocation of the offices at which the NEO is principally employed to a location which is more than 50 miles from the offices at which the NEO is principally employed immediately prior to such relocation; or (3) a reduction, without the NEO’s written consent, in the NEO’s base salary or the target bonus amount the NEO is eligible to earn under the MIP; provided, however, that nothing herein shall be construed to guarantee the NEO’s MIP award payable for any fiscal year if the applicable performance targets are not met; and provided, further, that it shall not constitute Good Reason if the Company makes an appropriate pro rata adjustment to the applicable amount payable and targets under the MIP in the event of a change in the fiscal year.
Notwithstanding the foregoing, any event described in clauses (1) or (2) above must be an event that would result in a material negative change in the Executive’s employment relationship with the Company and thus effectively constitute an involuntary termination of employment for purposes of Section 409A of the Code.
In addition to the foregoing, Messrs. Reynal, Kini, Schiesl and Weatherred are entitled to a distribution of the amounts held under our Excess Contribution Plan in connection with any termination as disclosed above under “Non-Qualified Deferred Compensation - Fiscal 2020.”
Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control
The Time Option and Performance Option awards we granted to our NEOs prior to our initial public offering as well as the RSU and option awards we
have granted to our NEOs
insince 2018 provide for accelerated vesting in the event of certain qualifying terminations of employment as described below and/or, in certain circumstances described below, in connection with a change in control.
Equity awards granted prior to our initial public offering
Effect of Change in Control on Vesting of Options. Immediately prior to any Change in Control (as defined below), any unvested portion of the Time Options shall vest and become immediately exercisable as to 100% of such Time Options. In addition, immediately prior to any Change in Control, the Performance Options shall vest and become immediately exercisable as to 100% of such Performance Options but only if, and to the extent that, as of such Change in Control, KKR achieves (x) a Sponsor IRR (as defined below) of 22.5% and (y) a Sponsor MOIC (as defined below) of 2.5x. No option will become exercisable as to any additional shares of the Company’s common stock following the termination of employment of an NEO for any reason and any option that is unexercisable as of the NEO’s termination of employment will immediately expire without payment.
For purposes of the foregoing:
“Sponsor IRR” means, as of a Change in Control, the cumulative internal rate of return of KKR, excluding any fees paid to KKR or expenses reimbursed to KKR from time to time (“Sponsor Fees”), on KKR’s aggregate investment in the Company determined on a fully diluted basis, assuming inclusion of all shares of the Company’s common stock underlying all then outstanding Time Options and Performance Options.
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“Sponsor MOIC” means, as of a Change in Control, the result obtained by dividing (i) the cash consideration received by KKR (other than any Sponsor Fees) as of the Change in Control by (ii) the aggregate amount of cash invested in (and the initial gross asset value of any property (other than money) contributed to) the Company by KKR, directly or indirectly, from time to time in respect of such investment.
A “Change in Control” means, (i) in one or a series of related transactions, the sale of all or substantially all of the assets of the Company to any person (or group of persons acting in concert), other than to (x) KKR or one or more of its controlled affiliates or (y) any employee benefit plan (or trust forming a part thereof) maintained by the Company or its controlled affiliates; or (ii) a merger, recapitalization, or other sale by the Company, KKR, or any of their respective affiliates, to a person (or group of persons acting in concert) of the Company’s common stock that results in more than 50% of the common stock of the Company (or any resulting company after a merger) being held by a person (or group of persons acting in concert) that does not include
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(x) KKR or its affiliates or (y) an employee benefit plan (or trust forming a part thereof) maintained by the Company or its controlled affiliates; and in any event of clause (i) or (ii), which results in KKR and its controlled affiliates or such employee benefit plan ceasing to hold the ability to elect a majority of the members of the Company’s board of directors.
Expiration of Vested Options. Except as provided in the Management Stockholder’s Agreement described below under “Transactions with Related Persons—Arrangements with Our Executive Officers, Directors and Advisors—Management, Director and Advisor Stockholder’s Agreements,” all vested options will expire upon the earliest to occur of the following events: (1) the tenth anniversary of the date such options were granted, so long as the NEO remains employed with the Company through such date; (2) the first anniversary of the termination of the NEO’s employment with the Company because of death or Disability (as defined in the option award agreement); (3) one hundred eighty (180) days after the termination of the NEO’s employment with the Company without Cause (as defined in the option award agreement) (except due to death or Disability) or the NEO’s resignation for Good Reason (as defined in the option award agreement); (4) the date the NEO’s employment is terminated by the Company for Cause; or (5) thirty (30) days after the NEO’s employment is terminated by the NEO without Good Reason. In addition, at the discretion of the Company, options may be cancelled at the effective date of a merger, consolidation, or other transaction or capital change of the Company, in accordance with the terms of the 2013 Stock Incentive Plan, in exchange for a payment (payable in cash or other consideration depending on the terms of the transaction) per share equal to the excess, if any, of (x) the per share consideration paid to
shareholdersstockholders of the Company in the transaction over (y) the exercise price of the option.
Equity awards granted
insince 2018
Effect of Qualifying Termination on Vesting of OptionsPSUs, RSUs, and RSUsOptions. In the event of an NEO’s termination without Cause (as defined below) or Approved Retirement (as defined below), such NEO’s outstanding RSUs and options that would have vested on the first vesting date otherwise scheduled to occur immediately following the date of such termination without Cause or Approved Retirement will vest as of the date of such termination without Cause or Approved Retirement, as applicable. In the event of an NEO’s death or Disability (as defined in the 2017 Omnibus Incentive Plan), such NEO’s outstanding RSUs and options that would have vested on the first and second vesting date otherwise scheduled to occur immediately following the date of such death or Disability shall vest as of the date of death or Disability. Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the NEO’s jurisdiction that would likely result in the favorable treatment that applies to the RSUs and options if the NEO’s termination occurs as a result of NEO’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the NEO’s Retirement (as defined below) is no longer an Approved Retirement.
In the event of an NEO’s termination without Cause, Approved Retirement or death or Disability occurring after the expiration of the Performance Period and before the vesting date, the PSUs that would have vested on the vesting date will vest on the vesting date.
Effect of a Change in Control on Vesting of OptionsPSUs, RSUs, and RSUsOptions. In the event of an NEO’s termination without Cause during the two-year period following a Change in Control (as defined in our 2017 Omnibus Incentive Plan), all of such NEO’s outstanding RSUs and options will immediately vest as of the date of such termination without Cause.
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With respect to the PSUs, if a Change in Control occurs during the Performance Period, then the calculation of the number of PSUs that will vest is conducted as though (i) the last day of the Performance Period was the date of the Change in Control and (ii) the Company’s stock price at the end of the Performance Period was the price per share of the Company’s common stock payable in connection with such Change in Control. The number of PSUs resulting from such calculation will be the number that will vest upon the consummation of such Change in Control.
For purposes of the foregoing:
“Approved Retirement” means a Retirement that occurs following the NEO’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the 2017 Omnibus Incentive Plan.
“Cause” means the NEO’s (A) willful neglect in the performance of the NEO’s duties for the Company or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the NEO’s employment or service with the Company, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group (as defined in the 2017 Omnibus Incentive Plan); (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) engaging in any act of moral turpitude, illegality or harassment, whether or not such act was committed in connection with the NEO’s services to the Company Group; (E) material violation of the Company’s Code of Conduct or any other written policies of the Company, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company; (F) fraud or
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misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (G) act of personal dishonesty that involves personal profit in connection with the NEO’s employment or service to the Company.
“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the NEO’s employment or service with the Company for Cause; or (iii) a breach by the NEO of any restrictive covenant by which such NEO is bound, including, without limitation, the covenants contained in the applicable award agreement.
“Retirement” means the NEO’s termination of employment with the Company as a result of the NEO’s voluntary resignation on or after the date on which the NEO has reached age 62 and has completed at least 10 years of service with the Company Group.
Director Compensation in Fiscal
2018Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) |
Brandon F. Brahm | | — | | | — | | | — | | | — | |
Elizabeth Centoni(3) | | — | | | — | | | — | | | — | |
William P. Donnelly | | 100,000 | | | — | | | | (2) | | 100,000 | |
John Humphrey(4) | | 75,000 | | | 125,002 | | | — | | | 200,000 | |
Marc E. Jones(5) | | — | | | — | | | — | | | — | |
William E. Kassling | | 75,000 | | | — | | | | (2) | | 75,000 | |
Michael V. Marn | | 75,000 | | | — | | | | (2) | | 75,000 | |
Peter M. Stavros | | — | | | — | | | — | | | — | |
Nickolas Vande Steeg | | 75,000 | | | — | | | | (2) | | 75,000 | |
Joshua T. Weisenbeck | | — | | | — | | | — | | | — | |
2020
Kirk E. Arnold(3) | | | 54,000 | | | 174,994 | | | ― | | | 228,994 |
Brandon F. Brahm(4) | | | ― | | | ― | | | ― | | | ― |
Elizabeth Centoni | | | 66,562 | | | 174,994 | | | ― | | | 241,556 |
William P. Donnelly | | | 88,750 | | | 174,994 | | | (2) | | | 263,744 |
Gary D. Forsee(3) | | | 61,200 | | | 174,994 | | | ― | | | 236,194 |
John Humphrey | | | 88,750 | | | 174,994 | | | ― | | | 263,744 |
Marc E. Jones | | | 66,562 | | | 174,994 | | | ― | | | 241,556 |
William E. Kassling(4) | | | 12,375 | | | ― | | | (2) | | | 12,37 |
Michael V. Marn(4) | | | ― | | | ― | | | (2) | | | ― |
Peter M. Stavros | | | ― | | | ― | | | ― | | | ― |
Nickolas Vande Steeg(4) | | | 12,375 | | | ― | | | (2) | | | 12,375 |
Joshua T. Weisenbeck | | | ― | | | ― | | | ― | | | ― |
Tony L. White(3) | | | 54,000 | | | 174,994 | | | ― | | | 228,994 |
| (1)
| Represents the aggregate grant date fair value of stock awards granted during 20182020 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The aggregate number of restricted stock units outstanding as of December 31, 2018 for Mr. Humphrey was 3,899. These restricted stock units vested in full on February 22, 2019. |
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stock units outstanding as of December 31, 2020 for each of Mses. Arnold and Centoni and Messrs. Donnelly, Forsee, Humphrey, Jones and White was 6,297. These restricted stock units vested in full on March 6, 2021.
| (2)
| In May 2017, we granted 44,799 time-vesting options to Mr. Donnelly (the “Donnelly Time Options”) to purchase shares of our common stock at an exercise price of $20.00 per share. All of the Donnelly Time Options are fully vested and exercisable. In December 2013, we granted 57,534 time-vesting options (the “Director Time Options”) to purchase shares of our common stock at an exercise price of $8.16 per share to each non-employee director who was not associated with KKR: Messrs. Kassling, Marn and Vande Steeg. All of the Director Time Options are fully vested and exercisable. |
| (3)
| Ms. Centoni joined our Board of Directors in December 2018. |
| (4) | Mr. HumphreyArnold and Messrs. Forsee and White joined our Board of Directors in February 2018.2020 in connection with the closing of the Merger. |
(4)
| (5) | Mr. Jones joinedMessrs. Brahm, Kassling, Marn and Vande Steeg resigned from our Board of Directors in December 2018.February 2020 in connection with the closing of the Merger. In connection with their resignations, the Company agreed with each of Messrs. Kassling and Vande Steeg that their Director Time Options would remain outstanding until the end of such Director Options’ 10-year term notwithstanding their retirement. |
Description of Director Compensation
This section contains a description of the material terms of our compensation arrangements for our non-employee directors in
2018.2020.
Directors Associated with KKR
Our non-employee directors associated with KKR, including Messrs. Brahm, Stavros and Weisenbeck, received no compensation for their service on our Board of Directors in
2018.2020.
Messrs. Donnelley,
Forsee, Humphrey, Jones, Kassling, Marn,
and Vande Steeg and
Ms.White and Mses. Arnold and Centoni
Following a competitive market assessment of non-employee director compensation conducted by Pearl Meyer in connection with the Merger, the Board adopted the following director compensation program beginning in 2018upon the completion of the Merger for each of our non-employee directors not associated with KKR:
Annual cash retainer of $75,000, payable quarterly in arrears and prorated for any partial year of service;
Additional annual cash retainer of $25,000 payable quarterly in arrears for serving as the chairperson of our Audit Committee and a $10,000 annual cash retainer payable quarterly in arrears for serving as a member of such committee, prorated, in each case, for any partial year of service;
Additional annual cash retainer of $15,000 payable quarterly in arrears for serving as the chairperson of our Compensation Committee or Nominating Governance Committee, prorated, in each case, for any partial year of service; andAn annual equity award having a fair market value of $175,000 payable in restricted stock units which vests on the anniversary of the grant date. 44
As discussed above under “Compensation Discussion and Analysis,” members of our Board of Directors volunteered to temporarily reduce their cash director fees by 15% from April 1, 2020 through the end of 2020. Prior to the Merger in 2020, our director compensation program for our non-employee directors not associated with KKR was as follows:TABLE OF CONTENTS
Annual cash retainer of $75,000, payable quarterly in arrears and prorated for any partial year of service;
Additional annual cash retainer of $25,000 payable quarterly in arrears for serving as the chairperson of our Audit Committee or $12,500 payable quarterly in arrears for serving as the chairperson of our Compensation Committee, prorated, in each case, for any partial year of service; and
AnFor such non-employee directors other than Mr. Marn, an annual equity award having a fair market value of $125,000 payable in restricted stock units which vests on the anniversary of the grant date.
Our directors were not paid any fees for attending meetings, however, our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. Because each of our non-employee directors not associated with KKR other than Mr. Humphrey serving at the time the board of directors adopted the foregoing director compensation program was granted an equity award at or before our initial public offering, it was determined that such directors would not receive their first equity awards under the newly-adopted director compensation program until 2019.
While our directors who served prior to 2018 did not receive their first annual equity grant until 2019, in February 2018 Mr. Humphrey received an award of restricted stock units having a fair market value of $125,000 which vests on the anniversary of the grant date.
In connection with his election to our Board of Directors, Mr. Donnelly received the Donnelly Time Options, a grant of options under the 2013 Stock Incentive Plan with a fair value of $400,000 and vesting and becoming exercisable in equal parts on December 31, 2017 and December 31, 2018.