✔ | Majority Voting in Director Elections |
✔ | Nine of Ten Directors are Independent |
✔ |
✔ |
✔ | Commitment to Board Refreshment |
✔ | Qualified and Diverse Board |
✔ | Active Shareholder Engagement |
✔ | Proxy Access |
✔ | Commitment to Sustainability |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
Minerals Technologies Inc. |
(Name of Registrant as Specified in its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | | | No fee required. | |||
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
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| | (2) | | | Aggregate number of securities to which transaction applies: | |
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| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| | (4) | | | Proposed maximum aggregate value of transaction: | |
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| | (5) | | | Total fee paid: | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (4) | | | Date Filed: | |
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Douglas T. Dietrich Chairman of the Board and Chief Executive Officer |
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ii |
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS |
1. | the election of three directors; |
2. | a proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Minerals Technologies Inc. for the |
3. | an advisory vote to approve |
4. | any other business that properly comes before the meeting, either at the scheduled time or after any adjournment. |
| | By Order of the Board of Directors, | |
| | ||
| | Thomas J. Meek | |
| | Senior Vice President, General Counsel, Secretary and Chief Compliance |
1 |
PROXY SUMMARY |
| Proposal | | | Issue | | | FOR | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Item 1. | | | Election of | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 01 | | | John J. Carmola | | |
|
PROXY SUMMARY |
PROXY SUMMARY
We are the world leader in Greensand Bond Systems for the foundry market. There is a large market opportunity to capitalize on trends in China and India, two of the world’s largest foundry markets, where our customers are responding to demand for higher quality castings. In 2020, we increased penetration into the China foundry market with volume growth of 17% for our tailored blended products. We are the world leader in Precipitated Calcium Carbonate (PCC). Our strategy is to expand volumes globally through base filler contracts in underpenetrated regions, such as Asia, and by capitalizing on growing opportunities in adjacent markets, such as packaging and tissue, where we can deploy our latest technologies. In 2020, our penetration into China continued to gain momentum as PCC sales increased there by 13% over the prior year. In addition, business development continued with two new contracts signed and the start-up of 2 new satellites in the fourth quarter. SOLID OPERATING PERFORMANCE WHILE NAVIGATING A CHALLENGING ENVIRONMENT The Company delivered a solid performance in a challenging environment. We took decisive actions to align our cost structure to market changes as volume and product mix impacted margins. Throughout the year, we also drove productivity improvements, tightly managed our expenses, and continued to drive pricing actions to offset inflationary cost pressures. Operating income, excluding special items, was $213 million and represented 13.4% of sales. The Company generated strong cash flow from operations for the year at $241 million, an increase of 1% from the prior year. Cash flows provided from operations in 2020 were principally used for repayment of debt, to fund capital expenditures, repurchase shares and pay the Company’s dividends to common shareholders. Free cash flow increased 1% to $175 million. We repurchased approximately 804,000 shares for $41 million in the year. Throughout the year, we continued to strengthen our balance sheet and improve flexibility. We reduced net debt by $122 million in 2020 and our net leverage ratio at the end of 2020 was 1.8 times EBITDA. SAFETY, OPERATIONAL EXCELLENCE AND SUSTAINABILITY Protecting the health and safety of our employees is one of our core values. Since the onset of the pandemic, we have put in place a robust series of protocols to protect our employees while ensuring the safe and efficient operations of our facilities. While implementing these new work practices, we continued to drive our safety performance toward world class levels and strive for our target of zero injuries. In 2020, our lost workday injury rate was 0.22 and our recordable injury rate was 0.60, the lowest in our company’s history. Continued success implementing Operational Excellence and Lean principles, with employees having held over 8,600 Kaizen events (highly focused workshops) and received over 63,000 suggestions from our employees, of which 74% were implemented. Productivity improved 4.1 percent despite lower volumes, which resulted in savings of approximately $0.6 million. In 2020, MTI made considerable progress to more closely embed and align our sustainability practices with our business strategy and goals. After taking steps in 2019 to further advance our sustainability initiatives by establishing 2025 environmental reduction targets in six focus areas, we continued to reduce our environmental footprint, including our Scope 1, Scope 2, and airborne pollutant emissions, and are on track to meet or exceed our reduction targets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | Age | | | Director Since | | | Professional Background | | | Gender, National or Ethnic Diversity | | | Independent | | | Audit Committee | | | Compensation Committee | | | Corporate Governance and Nominating Committee | | | Number of Other U.S. Public Boards | |
| Joseph C. Breunig | | | 59 | | | 2014 | | | Chief Operating Officer, OrthoLite LLC | | | | | ✔ | | | | | | | | | 0 | | ||||
| John J. Carmola | | | 65 | | | 2013 | | | Former Segment President, Goodrich Corporation | | | | | ✔ | | | | | | | | | 0 | | ||||
| Robert L. Clark* | | | 57 | | | 2010 | | | Provost and Senior Vice President for Research, University of Rochester | | | | | ✔ | | | | | | | | | 0 | | ||||
| Alison A. Deans | | | 59 | | | 2019 | | | Independent consultant and former Chief Investment Officer at CRT | | | ✔ | | | ✔ | | | | | | | | | 0 | | |||
| Douglas T. Dietrich | | | 52 | | | 2016 | | | Chairman of the Board and Chief Executive Officer, Minerals Technologies | | | | | | | | | | | | | 0 | | |||||
| Duane R. Dunham | | | 79 | | | 2002 | | | Former President and Chief Operating Officer, Bethlehem Steel Corporation | | | | | ✔ | | | | | | | | | 0 | | ||||
| Franklin L. Feder | | | 70 | | | 2017 | | | Former Regional Chief Executive Officer for Latin America & the Caribbean, Alcoa | | | ✔ | | | ✔ | | | | | | | | | 1 | | |||
| Carolyn K. Pittman | | | 57 | | | 2017 | | | Senior Vice President and Chief Accounting Officer of Maxar Technologies | | | ✔ | | | ✔ | | | | | | | | | 0 | | |||
| Marc E. Robinson | | | 60 | | | 2012 | | | Former Senior Vice President, Enterprise Strategy, CVS Health and Aetna | | | | | ✔ | | | | | | | | | 0 | | ||||
| Donald C. Winter | | | 72 | | | 2014 | | | Former 74th Secretary of the Navy | | | | | ✔ | | | | | | | | | 0 | |
* Lead Independent Director | | | | | Committee Chairman | | | | | Member |
PROXY SUMMARY |
✔ | Majority Voting in Director Elections |
✔ | Nine of Ten Directors are Independent |
✔ |
✔ |
✔ | Commitment to Board Refreshment |
✔ | Qualified and Diverse Board |
✔ | Active Shareholder Engagement |
✔ | Proxy Access |
✔ | Commitment to Sustainability |
✔ | Pay for Performance |
✔ | Link Long-Term Compensation to Stock Performance |
✔ | Expect High Performance |
✔ | Double Trigger for Vesting on Change in Control |
✔ | Clawback Policy |
✔ | Minimal Perquisites |
✔ | Stringent Stock Ownership Requirements for Directors and Executive Officers |
✔ | Retention Period on Exercised Stock Options and Vested DRSUs (executives must hold at least 50% of after-tax value for at least five years) |
6 |
PROXY SUMMARY |
7 |
8 |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
9 |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
10 |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
11 |
SHAREHOLDER ENGAGEMENT |
12 |
CORPORATE GOVERNANCE |
13 |
CORPORATE GOVERNANCE |
14 |
CORPORATE GOVERNANCE |
15 |
CORPORATE GOVERNANCE |
16 |
CORPORATE GOVERNANCE |
17 |
CORPORATE GOVERNANCE |
18 |
CORPORATE GOVERNANCE |
19 |
CORPORATE GOVERNANCE |
20 |
CORPORATE GOVERNANCE |
21 |
CORPORATE GOVERNANCE |
22 |
CORPORATE GOVERNANCE |
23 |
COMMITTEES OF THE BOARD OF DIRECTORS |
24 |
COMMITTEES OF THE BOARD OF DIRECTORS |
25 |
REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE |
| | Robert L. Clark, Chair | |
| | Joseph C. Breunig | |
| | Alison A. Deans | |
| | Carolyn K. Pittman | |
| | Marc E. Robinson | |
| | Donald C. Winter |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
| Title of Class | | | Name and Address of Beneficial Owner(a) | | | Amount and Nature of Beneficial Ownership(b) | | | Percent of Class | | | Number of Share Equivalent Units Owned(c) | |
| Common | | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | 3,797,141(d) | | | 11.2% | | | — | |
| | | Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355 | | | 3,063,502(e) | | | 9.1% | | | — | | |
| | | T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | | | 2,752,785(f) | | | 8.1% | | | — | | |
| | | Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | | | 2,189,244(g) | | | 6.5% | | | — | | |
| | | D.T. Dietrich | | | 291,435(h) | | | * | | | 6,412 | | |
| | | M.E. Garth | | | 41,623(i) | | | * | | | 1,703 | | |
| | | D.J. Monagle, III | | | 201,795(j) | | | * | | | 4,171 | | |
| | | T.J. Meek | | | 195,427(k) | | | * | | | 8,294 | | |
| | | J.J. Hastings | | | 114,867(l) | | | * | | | 2,187 | | |
| | | J.C. Breunig | | | 1,200 | | | * | | | 10,042 | | |
| | | J.J. Carmola | | | 1,200 | | | * | | | 14,721 | | |
| | | R.L. Clark | | | 400 | | | * | | | 21,313 | | |
| | | A.A. Deans | | | 400 | | | * | | | 5,731 | | |
| | | D.R. Dunham | | | 1,700 | | | * | | | 32,459 | | |
| | | F.L. Feder | | | 450 | | | * | | | 9,536 | | |
| | | C.K. Pittman | | | 400 | | | * | | | 7,328 | | |
| | | M.E. Robinson | | | 411(m) | | | * | | | 15,255 | | |
| | | D.C. Winter | | | 400(n) | | | * | | | 17,985 | | |
| | | Directors and Officers as a group (19 individuals) | | | 1,066,020(o) | | | 3.2% | | | 172,861 | |
* | Less than 1%. |
(a) | The address of each director and officer is c/o Minerals Technologies Inc., 622 Third Avenue, New York, New York 10017-6707. |
(b) | Sole voting and investment power, except as otherwise indicated. Does not include “Share Equivalent Units.” |
(c) | “Share Equivalent Units,” which entitle the officer or director to a cash benefit equal to the number of units in his or her account multiplied by the closing price of our common stock on the business day prior to the date of payment, have been credited to Messrs. Dietrich, Garth, Monagle, Hastings, and Meek under the |
(d) | Based on a statement on Schedule 13G/A filed on January |
(e) | Based on a statement on Schedule 13G/A filed on February 2020. |
(f) | Based on a statement on Schedule 13G/A filed on February 2020. |
(g) | Based on a statement on Schedule 13G/A filed on February 12, 2021 with the SEC on behalf of investment adviser Dimensional Fund Advisors LP representing ownership as of December 31, 2020. |
(h) | 190,493 of these shares are subject to options which are exercisable currently or within 60 days. |
(i) | 31,548 of these shares are subject to options which are exercisable currently or within 60 days. |
(j) | 135,095 of these shares are subject to options which are exercisable currently or within 60 days. |
(k) | 114,901 of these shares are subject to options which are exercisable currently or within 60 days. |
(l) | 73,618 of these shares are subject to options which are exercisable currently or within 60 days. |
(m) | Shares held in trust with spouse. |
(n) | Shares held in joint tenancy with spouse. |
(o) | 651,036 of these shares are subject to options which are exercisable currently or within 60 days. |
28 |
ITEM 1—ELECTION OF DIRECTORS |
| Item 1. Election of Directors | | ||
| Board Recommendation | | ||
| A vote FOR election of Mr. John J. Carmola, Dr. Robert L. Clark, Jr., and Mr. Marc E. Robinson is unanimously recommended. | | ||
| JOHN J. CARMOLA | ||||
| Director Since: 2013 Committees: • Audit Committee • Compensation Committee (Chairman) | | | ||
| |||||
| Key Qualifications and Experience: | ||||
| Relevant President Experience—Former Segment President at Goodrich Corporation and former President, Aerospace Customers and Business Development of United Technologies. | ||||
| • | Operational and Engineering Experience—Extensive experience in engineering, management, product delivery and operations. |
29 |
ITEM 1—ELECTION OF DIRECTORS |
| ROBERT L. | ||||
| Age: 57 Director Since: 2010 Committees: • Compensation Committee • Corporate Governance and Nominating Committee (Chairman) | | | Lead Independent Director of the Company since March 2021. Provost and Senior Vice President for Research, University of Rochester, since July 2016. Senior Vice President for Research since 2013 and Professor and Dean of the Hajim School of Engineering and Applied Sciences, University of Rochester since September 2008. Dean of the Pratt School of Engineering at Duke University August 2007 to September 2008. Between 1992 and August 2007, held increasing positions of academic responsibility at Duke University from Assistant Professor to Senior Associate Dean of Pratt School of Engineering and Chair, Mechanical Engineering and Materials Science. Chair of Strategic Research Advisory Board at AIT Austrian Institute of Technology GmbH since 2013. | |
| |||||
| Key Qualifications and Experience: | ||||
| • | Industry and Technology Experience—Extensive academic experience in the materials science field at the University of Rochester and Duke University. | |||
| • | Research and Development Expertise—Extensive research and development experience through various roles, including his current position as Senior Vice President for Research, University of Rochester, and formerly Senior Associate Dean for Research, Pratt School of Engineering, Duke University and Vice President and Senior Research Scientist for Adaptive Technologies Incorporated. | |||
| • | Intellectual Property Management Experience—Founder of the intellectual property company SparkIP. | |||
| • | Process Manufacturing Expertise—Holds a Ph.D. in Mechanical Engineering from Virginia Polytechnic Institute and State University and research in this field. | |||
| • | Government Contracting Expertise—Headed numerous research programs funded by government agencies, including the National Aeronautics and Space Administration, the Department of Defense and the National Science Foundation. |
| MARC E. ROBINSON | ||||
| Age: 60 Director Since: 2012 Committees: • Audit Committee (Chairman) • Corporate Governance and Nominating Committee | | | Former Senior Vice President, Enterprise Strategy of CVS Health and Aetna | |
| |||||
| Key Qualifications and Experience: | ||||
| • | High Level of Financial Literacy—Extensive experience in | |||
| • | Industry and Technology Experience—Extensive strategic and operational experience in the consumer health care industry, with special focus in marketing, sales, research and development, finance, and human resources at Johnson & Johnson, Pfizer Inc. and Warner-Lambert Company. | |||
| • | Operational Experience—Extensive experience in innovation, human capital development, mergers and acquisitions, licensing, and global marketing. | |||
| • | Global Expertise—Extensive global experience managing large multi-functional businesses in emerging and developed markets in North America, Europe, Asia-Pacific, and Latin America. |
30 |
ITEM 1—ELECTION OF DIRECTORS |
| DOUGLAS T. | ||||
| Age: 52 Director Since: 2016 Committees: None | | | Chief Executive Officer of Minerals Technologies Inc. since December | |
| |||||
| Key Qualifications and Experience: | ||||
| Relevant Chief Executive Officer/President Experience—Chief Executive Officer of the Company effective 2016. | ||||
| • | Operational and Engineering Experience—Extensive experience in engineering, management, product delivery and operations. | |||
| • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with the Company, including as Chief Financial Officer from 2011 to 2016, and with Alcoa Inc. | |||
| • | Industry and Technology Experience—Extensive experience in the industrial goods, mining and metals manufacturing field. | |||
| • | Extensive International Experience—Experience from leadership positions with several international divisions of Alcoa Inc. |
| CAROLYN K. PITTMAN | ||||
| Age: 57 Director Since: 2017 Committees: • Audit Committee • Corporate Governance and Nominating Committee | | | Senior Vice President and Chief Accounting Officer of Maxar Technologies since July 2019. Prior to Maxar, Ms. Pittman was Vice President-Finance and Controller, for Huntington Ingalls Newport News | |
| |||||
| Key Qualifications and Experience: | ||||
| High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with Maxar Technologies, Huntington Ingalls Newport News Shipbuilding and Northrop Grumman. | ||||
| • | Operational Experience—Extensive experience in enterprise shared services, information technology, and audit roles with Northrop Grumman. | |||
| • | Risk Management Experience—Extensive experience with Enterprise Risk Management evaluation, Sarbanes-Oxley Risk and Control Matrices, and business continuity planning. | |||
| • | Industry and Technology Experience—Extensive experience with project management of large ERP conversions, governance, risk and control systems, and IT controls. Certified Information Systems auditor. |
31 |
ITEM 1—ELECTION OF DIRECTORS |
| DONALD C. | ||||
| Age: 72 Director Since: 2014 Committees: • Audit Committee • Corporate Governance and Nominating Committee | | | Special Government Employee Office of Secretary of Defense, United States Department of Defense, since 2019. Independent consultant and | |
| |||||
| Key Qualifications and Experience: | ||||
| • | Industry and Technology Experience—Extensive experience in the aerospace and defense industry as a | |||
| • | Engineering Expertise—Holds a doctorate in physics from the University of Michigan and Chair of the National Academy of Engineering. | |||
| • | Operational and International Experience—President and CEO of TRW Systems (later Northrop Grumman Mission Systems) from 2000 to 2005, a business engaged in systems engineering, information technology and services addressing defense, intelligence, civil and commercial markets, with operations throughout the U.S., U.K., Northern and Eastern Europe, the Middle East and the Pacific Rim. | |||
| • | Governmental Experience—Served as 74th Secretary of the Navy, where he led America’s Navy and Marine Corps Team, from January 2006 to March 2009. |
| JOSEPH C. BREUNIG | ||||
| 59 Director Since: 2014 Committees: • Corporate Governance and Nominating Committee • Compensation Committee | | | Currently | |
| |||||
| Key Qualifications and Experience: | ||||
| • | Industry and Technology Experience—Former Vice President, Chemicals at Axiall Corporation and Former Executive Vice President and Chief Operating Officer at BASF Corporation, the world’s leading chemical company. | |||
| • | Operational Experience—Extensive experience in engineering, management, marketing and operations |
32 |
ITEM 1—ELECTION OF DIRECTORS |
| ALISON A. DEANS | ||||
| Age: 59 Director Since: 2019 Committees: • Corporate Governance and Nominating Committee • Compensation Committee | | | Currently an independent consultant focusing on the | |
| |||||
| Key Qualifications and Experience: | ||||
| • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with CRT, Lehman Brothers/Neuberger Berman, BankOne, and Travelers/Citigroup. | |||
| • | Market Experience—Extensive experience in financial markets as Chief Investment Officer at CRT and Lehman Brothers/Neuberger Berman. |
| DUANE R. DUNHAM | ||||
| Director Since: 2002 None | | | Chairman of the Board of Directors | |
| |||||
| Key Qualifications and Experience: | ||||
| Relevant Chief Executive Officer/President Experience—Former Chairman and Chief Executive Officer of Bethlehem Steel Corporation. | ||||
| • | Industry and Technology Experience—Extensive experience in the steel industry, one of the Company’s important market areas. | |||
| • | Board Experience—Prior service on the Company’s Board, as well as on the board of Bethlehem Steel Corporation. | |||
| • | Operational Experience—Experience in manufacturing, management and operations, mining operations and reserves, marketing, labor relations, environmental, health and safety oversight, compensation, and human resources oversight with Bethlehem Steel Corporation. |
33 |
ITEM 1—ELECTION OF DIRECTORS |
| FRANKLIN L. | ||||
| Age: 70 Director Since: 2017 Committees: • Compensation Committee • Audit Committee | | | ||
| |||||
| Key Qualifications and Experience: | ||||
| • | Extensive International Experience—Experience from leadership positions with Alcoa Inc., including as Regional Chief Executive Officer for Latin America & the | |||
| • | High Level of | |||
| • | Board Experience—Service on the Company’s Board, as well as on the boards of PACCAR, Inc. | |||
| • | Industry and Technology Experience—Extensive experience in the manufacturing field with Alcoa Inc. |
34 |
ITEM 2—RATIFICATION OF APPOINTMENT OF AUDITORS |
| Item 2. Ratify Auditors | | ||||||||||||||
| Board Recommendation | | ||||||||||||||
| A vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the
|
| | | 2017 | | 2016 | | 2020 | | 2019 | | ||||||||||
| Audit Fees | | | $ | 3,283,678 | | | | $ | 3,317,827 | Audit Fees | | $3,077,963 | | $3,210,531 | | ||||
| Audit Related Fees | | | | 75,180 | | | | | 91,720 | Audit Related Fees | | $93,518 | | 85,082 | | ||||
| Tax Fees | | | | 99,617 | | | | | 23,598 | Tax Fees | | $36,396 | | 89,666 | | ||||
| All Other Fees | | | | 10,725 | | | | | 11,094 | All Other Fees | | $11,354 | | 11,020 | | ||||
| Total Fees | | | $ | 3,469,200 | | | | $ | 3,444,239 | Total Fees | | $3,219,231 | | $3,396,299 | |
35 |
ITEM 2—RATIFICATION OF APPOINTMENT OF AUDITORS |
| | Marc E. Robinson, Chair | |
| | John J. Carmola | |
| | Franklin L. Feder | |
| | Carolyn K. Pittman | |
| | Donald C. Winter |
36 |
ITEM 3—ADVISORY VOTE TO APPROVE 2020 NAMED EXECUTIVE OFFICER COMPENSATION |
| Item 3. Advisory Vote to Approve Executive Compensation | | ||
| Board Recommendation | | ||
| A vote FOR the advisory vote approving | |
37 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Name | | | Title | |
| Douglas T. Dietrich | | | Chief Executive Officer | |
| Matthew E. Garth | | | Senior Vice President, Finance and Treasury, Chief Financial Officer | |
| D.J. Monagle III | | | ||
Group President, Specialty Minerals and Refractories | | ||||
| Thomas J. Meek | | | Senior Vice President, General Counsel, | |
| Jonathan J. Hastings | | | Group President, Performance Materials | |
38 |
COMPENSATION DISCUSSION AND ANALYSIS |
39 |
COMPENSATION DISCUSSION AND ANALYSIS |
40 |
COMPENSATION DISCUSSION AND ANALYSIS |
41 |
COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
48 |
COMPENSATION DISCUSSION AND ANALYSIS |
49 |
COMPENSATION DISCUSSION AND ANALYSIS |
50 |
COMPENSATION DISCUSSION AND ANALYSIS |
| What We Do | | ||
| ✔ Pay for Performance – We tie pay to performance. The great majority of executive pay is not guaranteed. We set clear goals for corporate and business unit performance and differentiate based on individual achievement. The vast majority of our named executive officers’ compensation is at-risk and variable depending on Company and individual performance. | | ||
| ✔ Use Objective Financial Metrics – A substantial majority | | ||
| ✔ Link Long-Term Compensation to Stock Performance – The majority of our long-term awards are in the form of equity awards that vest over a three-year period. We believe that such awards directly link pay with the interests of shareholders. In addition, two of the three metrics in our cash-based long-term incentive plan are based on our stock performance. | | ||
| ✔ Use An Appropriate Peer Group – We annually evaluate the peer group we use to ensure that we use appropriate comparators for benchmarking our compensation program. | | ||
| ✔ Expect High Performance – We expect our executives to deliver sustained high performance year-over-year and over time to stay in their respective positions. | | ||
| ✔ Review Tally Sheets – We review tally sheets for our named executive officers prior to making annual executive compensation decisions. | | ||
| ✔ Have Appropriate Severance Arrangements – In 2016, we revised our officers’ change-in-control arrangements to reduce the severance payable upon a change-in-control. | | ||
| ✔ Double Trigger for Vesting on Change in Control – Our equity compensation plan provides for accelerated vesting of awards after a change in control only if an employee is also terminated (a “double trigger”). | | ||
| ✔ Clawback – We have a policy to recoup certain incentive and other compensation payments (a “clawback” policy) to ensure that our executives do not retain undeserved windfalls and to enhance our pay-for-performance initiatives. | | ||
| ✔ Minimal Perquisites – We provide only minimal perquisites that have a sound benefit to the Company’s business. | | ||
| ✔ Stringent Stock Ownership Guidelines – We have adopted stringent stock ownership guidelines—six times base salary for our CEO, four times base salary for our CFO and Group Presidents, three times base salary for our other executives, and five times the annual cash retainer for directors. | | ||
| ✔ Retention Period on Exercised Stock Options and Vested DRSUs – Executives must hold for at least five years a minimum of 50% of after-tax value of appreciation of stock options upon exercise and retain at least 50% of stock received after-tax from Deferred Restricted Stock Units (DRSUs) upon vesting. | | ||
| ✔ Independent Compensation Consulting Firm – The Compensation Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company. | |
| What We Don’t Do | | ||
| ✗ We Do Not Pay Dividend Equivalents on Stock Options and Unvested DRSUs | | ||
| ✗ No Repricing Underwater Stock Options or Backdating Stock Options | | ||
| ✗ No Inclusion of the Value of Equity Awards in Pension or Severance Calculations | | ||
| ✗ No Excise Tax Gross-Up Payments Upon Change In Control | | ||
| ✗ No Hedging Transactions, Pledges of Stock Or Short Sales By Executives Permitted | |
51 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | | | 2017 Target Direct Remuneration Mix(1) | | |||||||||||||||||||||||||||||||||
| Name | | | Fixed | | | At- Risk | | | Short- Term | | | Long- Term | | | Cash | | | Equity | | ||||||||||||||||||
| D.T. Dietrich | | | | | 20% | | | | | | 80% | | | | | | 40% | | | | | | 60% | | | | | | 64% | | | | | | 36% | | |
| M.E. Garth | | | | | 26% | | | | | | 74% | | | | | | 47% | | | | | | 53% | | | | | | 68% | | | | | | 32% | | |
| G.L. Castagna | | | | | 26% | | | | | | 75% | | | | | | 45% | | | | | | 55% | | | | | | 67% | | | | | | 33% | | |
| D.J. Monagle, III | | | | | 23% | | | | | | 77% | | | | | | 41% | | | | | | 59% | | | | | | 64% | | | | | | 36% | | |
| T.J. Meek | | | | | 25% | | | | | | 75% | | | | | | 44% | | | | | | 56% | | | | | | 67% | | | | | | 33% | | |
| | | 2020 Target Direct Remuneration Mix(1) | | ||||||||||||||||
| Name | | | Fixed | | | At- Risk | | | Short- Term | | | Long- Term | | | Cash | | | Equity | |
| D.T. Dietrich | | | 14% | | | 86% | | | 31% | | | 69% | | | 59% | | | 41% | |
| M.E. Garth | | | 25% | | | 75% | | | 43% | | | 57% | | | 66% | | | 34% | |
| D.J. Monagle, III | | | 23% | | | 77% | | | 40% | | | 60% | | | 64% | | | 36% | |
| T.J. Meek | | | 24% | | | 76% | | | 42% | | | 58% | | | 65% | | | 35% | |
| J.J. Hastings | | | 24% | | | 76% | | | 42% | | | 58% | | | 65% | | | 35% | |
(1) | The only fixed component of total direct remuneration at the Company is base salary. All other elements of total direct remuneration are performance-based and at-risk (not guaranteed). The short-term components are base salary and annual incentives. The cash component includes base salary, annual incentives and Performance Units (which are denominated in and paid out in cash). |
| Element of Compensation Program | | | Description | | | How This Element Promotes Company Objectives/Positioning vs. Market | |
| Annual Compensation: | | ||||||
| —Base Salary | | | Fixed annual compensation that is certain as to payment; provides continuous income to meet ongoing living costs. | | | Intended to be competitive with marketplace, to aid in recruitment and retention. | |
| —Annual Incentives | | | Offers opportunity to earn performance-based compensation for achieving pre-set annual goals. | | | Motivate and reward achievement of corporate objectives. | |
| Long-Term Compensation: | | ||||||
| —Stock Options | | | Stock options granted at fair market value on date of grant typically with ratable vesting over three years. This represents approximately 20% of target long-term incentive compensation for each individual. | | | More highly leveraged risk and reward alignment with shareholder value; vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | |
52 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Element of Compensation Program | | | Description | | | How This Element Promotes Company Objectives/Positioning vs. Market | |
| —DRSUs | | | Full value grant of stock units typically with ratable vesting over three years. This represents approximately 40% of target long-term incentive compensation for each individual. | | | Intended to increase long-term equity ownership and to focus executives on providing shareholders with superior investment returns; vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | |
| —Performance Units | | | Units pay out in cash based on three-year performance goals. This represents approximately 40% of target long-term incentive compensation for each individual. | | | Units earned based on performance metrics that are believed to be key to achieving success in the Company’s strategies. |
| |||||||||||
| Other Compensation Elements: | | |||||||||
| —Retirement Income | | | Qualified and non-qualified defined benefit and qualified defined contribution plans intended to provide for replacement of annual compensation with pension or lump-sum payments upon retirement. | | | Fair and competitive program designed to provide basic retirement benefits and encourage long-term service. | | |||
| —Deferred Compensation | | | Nonfunded deferred compensation plan that mirrors the Company’s qualified defined contribution plan and allows for an annual election of deferrals of salary and bonus. | | | Modest program that allows executives to have same level of benefits as other participants not subject to IRS limits. | | |||
| —Severance Payments | | | Payments and benefits upon termination of an executive’s employment in specified circumstances, including after a change in control. | | | Intended to provide assurance of financial security to attract lateral hires and to retain executives, especially in disruptive circumstances, such as a change in control and leadership transitions; encourages management to consider transactions that could benefit shareholders. | | |||
| —Benefits | | | Health and welfare benefits. | | | Fair and competitive programs to provide family protection, facilitate recruitment and retention. | | |||
| —Perquisites | | | Modest personal benefits limited to financial counseling. | | | Highly desired benefits which can represent cost-effective elements of compensation. We do not provide tax gross-ups for perquisites. | |
53 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Name | | | 2017 Base Salary | | | Target Percentage of Base Salary | | | Target Annual Incentive Compensation | | | Maximum Annual Incentive Compensation | | | Performance Factor Achieved | | | 2017 Incentive Compensation Earned | |||||||||||||||||
| D.T. Dietrich | | | | $ | 800,000 | | | | | | 100% | | | | | $ | 800,000 | | | | | $ | 1,600,000 | | | | | | 120.0% | | | | | $ | 960,000 |
| M.E. Garth | | | | $ | 450,000 | | | | | | 75% | | | | | $ | 337,500 | | | | | $ | 675,000 | | | | | | 126.6% | | | | | $ | 427,100 |
| G.L. Castagna | | | | $ | 510,000 | | | | | | 75% | | | | | $ | 382,500 | | | | | $ | 765,000 | | | | | | 116.9% | | | | | $ | 447,000 |
| D.J. Monagle, III | | | | $ | 515,000 | | | | | | 75% | | | | | $ | 386,300 | | | | | $ | 772,600 | | | | | | 115.4% | | | | | $ | 445,700 |
| T.J. Meek | | | | $ | 513,000 | | | | | | 75% | | | | | $ | 384,800 | | | | | $ | 769,600 | | | | | | 119.3% | | | | | $ | 459,200 |
| Name | | | 2020 Base Salary | | | Target Percentage of Base Salary | | | Target Annual Incentive Compensation | | | Performance Factor Achieved | | | 2020 Incentive Compensation Earned | |
| D.T. Dietrich | | | $1,000,000 | | | 120% | | | $1,200,000 | | | 114.7% | | | $1,375,800 | |
| M.E. Garth | | | $535,600 | | | 75% | | | $401,700 | | | 115.8% | | | $465,000 | |
| D.J. Monagle, III | | | $574,225 | | | 75% | | | $430,669 | | | 106.6% | | | $459,200 | |
| T.J. Meek | | | $572,021 | | | 75% | | | $429,016 | | | 112.0% | | | $480,400 | |
| J.J. Hastings | | | $548,990 | | | 75% | | | $411,743 | | | 112.4% | | | $463,000 | |
54 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | | Company Financial Targets | | Business Unit Financial Targets | | Personal Performance | | | Company Financial Targets | | Business Unit Financial Targets | | Personal Performance | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Weighting | | Achievement | | Weighting | | Achievement | | Weighting | | Achievement | | Name | | Weighting | | Achievement | | Weighting | | Achievement | | Weighting | | Achievement | | |||||||||||||||||||||||||||
| D.T. Dietrich | | | | 70% | | | | | 120.8% | | | | | — | | | | | — | | | | | 30% | | | 118.1% | | D.T. Dietrich | | 70% | | 108.8% | | 0% | | 0% | | 30% | | 128.3% | | ||||||||||||
| M.E. Garth | | | | 70% | | | | | 120.8% | | | | | — | | | | | — | | | | | 30% | | | 140.0% | | M.E. Garth | | 70% | | 108.8% | | 0% | | 0% | | 30% | | 132.0% | | ||||||||||||
| G.L. Castagna | | | | 20% | | | | | 120.8% | | | | | 50% | | | | | 118.3% | | | | | 30% | | | 111.8% | | D.J. Monagle, III | | 20% | | 108.8% | | 50% | | 99.9% | | 30% | | 116.4% | | ||||||||||||
| D.J. Monagle, III | | | | 50% | | | | | 120.8% | | | | | 20% | | | | | 115.0% | | | | | 30% | | | 106.7% | | T.J. Meek | | 70% | | 108.8% | | 0% | | 0% | | 30% | | 119.4% | | ||||||||||||
| T.J. Meek | | | | 70% | | | | | 120.8% | | | | | — | | | | | — | | | | | 30% | | | 116.0% | | J.J. Hastings | | 20% | | 108.8% | | 50% | | 124.0% | | 30% | | 95.6% | |
| | | Threshold | | | Target | | | Maximum | | |
| Operating Income | | | $134.9 million | | | $236.0 million | | | $275.5 million | |
| Return on Capital | | | 4.7% | | | 7.9% | | | 9.3% | |
55 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | | Weight | | | 2020 Performance Factor | | | Weighted Average Payout | | |
| Paper PCC Business Unit(1) | | | 18.2% | | | 67.7% | | | 12.3% | |
| Performance Minerals Business Unit(1) | | | 14.0% | | | 156.6% | | | 21.9% | |
| Refractories Business Unit(1) | | | 16.9% | | | 89.0% | | | 15.0% | |
| Performance Materials Business Unit(2) | | | 44.0% | | | 124.0% | | | 54.6% | |
| Energy Services Business Unit | | | 3.9% | | | 36.4% | | | 1.4% | |
| Corporate Expense | | | | | | | 3.6% | | ||
| Overall Company Total | | | | | | | 108.8% | |
(1) | Mr. Monagle’s Business Unit performance factor is a weighted average of the performance factors of these three Business Units. |
(2) | Mr. Hastings’s Business Unit performance factor is the performance factor of this Business Unit. |
• | Expense control (for Corporate Staff)(*) |
• | Revenue growth (for Business Unit leaders)(*) |
• | Variable conversion cost performance (for Business Unit leaders)(*) |
• | Working capital efficiency (for Business Unit leaders)(*) |
• | New technology deployment (for Business Unit leaders)(*) |
(*) | Quantifiable financial target |
56 |
COMPENSATION DISCUSSION AND ANALYSIS |
57 |
COMPENSATION DISCUSSION AND ANALYSIS |
58 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Performance Unit Payout History | | ||||||
| Grant Date | | | Three Year Performance Period | | | Actual Payout as a Percentage of Payout at Target Performance | |
| 2018 | | | 2018 – 2020 | | | 58% | |
| 2017 | | | 2017 – 2019 | | | 46% | |
| 2016 | | | 2016 – 2018 | | | 94% | |
| 2015 | | | 2015 – 2017 | | | 81% | |
| 2014 | | | 2014 – 2016 | | | 154% | |
| 2013 | | | 2013 – 2015 | | | 190% | |
| 2012 | | | 2012 – 2014 | | | 266% | |
| 2011 | | | 2011 – 2013 | | | 220% | |
| 2010 | | | 2010 – 2012 | | | 150% | |
| 2009 | | | 2009 – 2011 | | | 78% | |
| | | | Threshold | | | Target | | | Maximum | | ||||||
| Return on Capital | | | | | 7.0% | | | | | | 9.3% | | | | 11.1% | |
| Company Stock Performance as a Percentage of S&P MidCap 400 Index and Russell 2000 Index | | | | | 75% | | | | | | 100% | | | | 130% | |
| Company Stock Performance as a Percentage of Peer Company Index | | | | | 75% | | | | | | 110% | | | | 130% | |
| | | Threshold | | | Target | | | Maximum | | |
| Return on Capital | | | 7.0% | | | 9.3% | | | 11.1% | |
| Company Stock Performance as a Percentage of S&P MidCap 400 Index and Russell 2000 Index | | | 75% | | | 100% | | | 130% | |
| Company Stock Performance as a Percentage of Peer Company Index | | | 75% | | | 110% | | | 130% | |
59 |
COMPENSATION DISCUSSION AND ANALYSIS |
| ROC Performance | | | Component Achievement | ||
| <7.0% (minimum) | | | | $ | 0 |
| 7.8% | | | | $ | 75 |
| 9.3% (target) | | | | $ | 100 |
| 9.8% | | | | $ | 200 |
| 11.0% (maximum) | | | | $ | 300 |
| ROC Performance | | | Component Achievement | |
| <7.0% (minimum) | | | $0 | |
| 7.5% | | | $75 | |
| 9.3% (target) | | | $100 | |
| 9.8% | | | $200 | |
| 11.1% (maximum) | | | $300 | |
| Company TSR Performance as a % of Target | | | Component Achievement | ||
| <75% (minimum) | | | | $ | 0 |
| 75% | | | | $ | 75 |
| 100% (target) | | | | $ | 100 |
| 120% | | | | $ | 200 |
| 130+% (maximum) | | | | $ | 300 |
| Company TSR Performance as a % of Target | | | Component Achievement | |
| <75% (minimum) | | | $0 | |
| 75% | | | $75 | |
| 100% (target) | | | $100 | |
| 120% | | | $200 | |
| 130+% (maximum) | | | $300 | |
| Company TSR Performance as a % of Target | | | Component Achievement | ||
| <75% (minimum) | | | | $ | 0 |
| 75% | | | | $ | 40 |
| 100% | | | | $ | 90 |
| 110% (target) | | | | $ | 100 |
| 120% | | | | $ | 200 |
| 130+% (maximum) | | | | $ | 300 |
| Company TSR Performance as a % of Target | | | Component Achievement | |
| <75% (minimum) | | | $0 | |
| 75% | | | $40 | |
| 100% | | | $90 | |
| 110% (target) | | | $100 | |
| 120% | | | $200 | |
| 130+% (maximum) | | | $300 | |
| Performance Measure | | | 2018-2020 Performance | | | Component Achievement | | | Weight | |
| 2018 – 2020 Return on Capital, as compared to target of 9.3% | | | 7.5% | | | $15.63 | | | 33.3% | |
| 2018 – 2020 Company TSR Performance as compared to Russell 2000 Index | | | 71% | | | $0 | | | 16.7% | |
| 2018 – 2020 Company TSR Performance as compared to S&P MidCap 400 Index | | | 76% | | | $12.67 | | | 16.7% | |
| 2018 – 2020 Company TSR Performance as compared to Peer Company Index | | | 99% | | | $29.33 | | | 33.3% | |
| Total | | | | | $57.63 | | | |
60 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | | Performance Measure | | | | | 2020 Compensation Result | | |||||||||||
| | | | | Achievement | | | Weight | | | | | Payout | | ||||||
| 2020 Annual Incentive Compensation | | | 2020 Personal Performance (see page 57) | | | | | 128.3% of target | | | 30% | | | | | Overall payout to Mr. Dietrich of 114.7% of target | | ||
| | | | | 108.8% of target | | | 70% | | |||||||||||
| LTIP – 2018 Performance Units | | | 2018 – 2020 Return on Capital | | | | | $15.63 | | | 33.3% | | | | | Overall payout of $57.63 on Performance Units issued in 2018 (57.63% of target) | | ||
| 2018 – 2020 Company TSR Performance as compared to Russell 2000 Index | | | | | $0 | | | 16.7% | | ||||||||||
| 2018 – 2020 Company TSR Performance as compared to S&P MidCap 400 Index | | | | | $12.67 | | | 16.7% | | ||||||||||
| 2018 – 2020 Company TSR Performance as compared to Peer Company Index | | | | | $29.33 | | | 33.3% | |
| | | Annual Incentive Bonus | | | Long-term Incentive Payout | | | Total | | |||||||||||||||||||
| | | Target | | | Payout | | | Percent Achievement | | | Target | | | Payout | | | Percent Achievement | | | Target | | | Payout | | | Percent Achievement | | |
| 2020 | | | $1,200,000 | | | $1,375,800 | | | 114.7% | | | $1,260,000 | | | $726,138 | | | 58% | | | $2,460,000 | | | $2,101,938 | | | 85.4% | |
| 2019 | | | $1,200,000 | | | $1,191,800 | | | 99.3% | | | $980,000 | | | $450,800 | | | 46% | | | $2,180,000 | | | $1,642,600 | | | 75.3% | |
| 2018 | | | $990,000 | | | $1,176,200 | | | 118.8% | | | $504,000 | | | $475,474 | | | 94% | | | $1,494,000 | | | $1,651,674 | | | 110.6% | |
61 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | | Salary | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | |
| 2020 | | | | | | | | | | | | | | | | |||||||
| Reported Value | | | $1,000,000 | | | $1,920,014 | | | $960,008 | | | $2,101,938 | | | $113,871 | | | $53,323 | | | $6,149,154 | |
| Realizable Value | | | $1,000,000 | | | $2,068,348 | | | $387,985 | | | $2,101,938 | | | $113,871 | | | $53,323 | | | $5,725,465 | |
| 2019 | | | | | | | | | | | | | | | | |||||||
| Reported Value | | | $997,692 | | | $1,600,008 | | | $952,197 | | | $1,642,600 | | | $149,211 | | | $52,911 | | | $5,394,619 | |
| Realizable Value | | | $997,692 | | | $1,825,893 | | | $387,985 | | | $1,642,600 | | | $149,211 | | | $52,911 | | | $5,056,292 | |
| 2018 | | | | | | | | | | | | | | | | |||||||
| Reported Value | | | $898,077 | | | $1,260,046 | | | $733,843 | | | $1,651,674 | | | $185,557 | | | $46,209 | | | $4,775,406 | |
| Realizable Value | | | $898,077 | | | $1,029,515 | | | $— | | | $1,651,674 | | | $185,557 | | | $46,209 | | | $3,811,032 | |
62 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
63 |
COMPENSATION DISCUSSION AND ANALYSIS |
62 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
63 |
COMPENSATION DISCUSSION AND ANALYSIS |
62 |
COMPENSATION DISCUSSION AND ANALYSIS |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
| Albermarle Corporation | | | Kraton Corp. | |
| Cabot Corporation | | | Kronos Worldwide, Inc. | |
| Compass Minerals International, Inc. | | | Martin Marietta Materials, Inc. | |
| Element Solutions, Inc. | | | Olin Corporation | |
| Ferro Corporation | | | Sensient Technologies Corp. | |
| H.B. Fuller Company | | | Tronox Limited | |
| Harsco Corporation | | | United States Lime & Minerals, Inc. | |
| Innophos Holdings, Inc. | | | Vulcan Materials Co. | |
| Innospec Inc. | | | W.R. Grace & Co. | |
| Koppers Holdings Inc. | | | |
63 |
COMPENSATION DISCUSSION AND ANALYSIS |
64 |
COMPENSATION DISCUSSION AND ANALYSIS |
65 |
COMPENSATION DISCUSSION AND ANALYSIS |
| | John J. Carmola, Chair | |
| | Joseph C. Breunig | |
| | Robert L. Clark | |
| | Alison A. Deans | |
| | Franklin L. Feder |
66 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
Name and Principal Position (a) | | Year (b) | | Salary ($) (c) | | Bonus ($) (d) | | Stock Awards ($)(1) (e) | | Option Awards ($)(2) (f) | | Non-Equity Incentive Plan Compensation* ($)(3) (g) | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) (h) | | All Other Compensation ($)(5) (i) | | Total ($) (j) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas T. Dietrich Chief Executive Officer | | | | | 2017 | | | | $ | 800,000 | | | | | — | | | | $ | 979,994 | | | | $ | 653,335 | | | | $ | 1,349,616 | | | | $ | 102,051 | | | | $ | 42,171 | | | | $ | 3,927,167 | ||||||||||||||||||||||||||||||||||
| | | 2016 | | | | $ | 527,289 | | | | $ | 150,000 | | | | $ | 503,984 | | | | $ | 326,738 | | | | $ | 1,175,964 | | | | $ | 33,618 | | | | $ | 88,637 | | | | $ | 2,806,230 | ||||||||||||||||||||||||||||||||||||
| | | 2015 | | | | $ | 507,981 | | | | | — | | | | $ | 1,379,982 | | | | $ | 316,684 | | | | $ | 1,227,927 | | | | $ | 61,983 | | | | $ | 29,760 | | | | $ | 3,524,317 | ||||||||||||||||||||||||||||||||||||
Matthew E. Garth Senior Vice President, Finance and Treasury, Chief Financial Officer | | | | | 2017 | | | | $ | 403,269 | | | | | — | | | | $ | 365,001 | | | | $ | 243,335 | | | | $ | 427,100 | | | | | — | | | | $ | 9,900 | | | | $ | 1,448,605 | ||||||||||||||||||||||||||||||||||
| | | 2016 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | ||||||||||||||||||||||||||||||||||||
| | | 2015 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | ||||||||||||||||||||||||||||||||||||
Gary L. Castagna Group President, Performance Materials | | | | | 2017 | | | | $ | 506,885 | | | | | — | | | | $ | 443,026 | | | | $ | 295,315 | | | | $ | 710,803 | | | | $ | 454,001 | | | | $ | 15,800 | | | | $ | 2,425,830 | ||||||||||||||||||||||||||||||||||
| | | 2016 | | | | $ | 477,596 | | | | | — | | | | $ | 366,387 | | | | $ | 235,266 | | | | $ | 685,672 | | | | $ | 387,895 | | | | $ | 15,600 | | | | $ | 2,168,416 | ||||||||||||||||||||||||||||||||||||
| | | 2015 | | | | $ | 467,789 | | | | $ | 200,000 | | | | $ | 625,021 | | | | $ | 197,916 | | | | $ | 866,919 | | | | $ | 247,492 | | | | $ | 15,600 | | | | $ | 2,620,737 | ||||||||||||||||||||||||||||||||||||
D.J. Monagle, III Group President, Specialty Minerals and Refractories | | | | | 2017 | | | | $ | 512,716 | | | | | — | | | | $ | 524,328 | | | | $ | 349,659 | | | | $ | 841,160 | | | | $ | 80,581 | | | | $ | 34,023 | | | | $ | 2,342,467 | ||||||||||||||||||||||||||||||||||
| | | 2016 | | | | $ | 490,952 | | | | | — | | | | $ | 501,801 | | | | $ | 328,516 | | | | $ | 1,161,482 | | | | $ | 27,843 | | | | $ | 33,787 | | | | $ | 2,544,381 | ||||||||||||||||||||||||||||||||||||
| | | 2015 | | | | $ | 486,921 | | | | | — | | | | $ | 837,234 | | | | $ | 321,405 | | | | $ | 1,228,092 | | | | $ | 62,048 | | | | $ | 32,291 | | | | $ | 2,967,991 | ||||||||||||||||||||||||||||||||||||
Thomas J. Meek Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer | | | | | 2017 | | | | $ | 510,445 | | | | | — | | | | $ | 449,502 | | | | $ | 299,678 | | | | $ | 790,211 | | | | $ | 73,279 | | | | $ | 34,715 | | | | $ | 2,157,830 | ||||||||||||||||||||||||||||||||||
| | | 2016 | | | | $ | 486,150 | | | | $ | 150,000 | | | | $ | 428,218 | | | | $ | 274,985 | | | | $ | 1,063,638 | | | | $ | 36,515 | | | | $ | 90,415 | | | | $ | 2,529,921 | ||||||||||||||||||||||||||||||||||||
| | | 2015 | | | | $ | 478,308 | | | | | — | | | | $ | 1,307,820 | | | | $ | 269,068 | | | | $ | 1,160,190 | | | | $ | 57,982 | | | | $ | 32,054 | | | | $ | 3,305,422 | ||||||||||||||||||||||||||||||||||||
| Name and Principal Position (a) | | Year (b) | | Salary ($) (c) | | Stock Awards ($)(1) (e) | | Option Awards ($)(2) (f) | | Non-Equity Incentive Plan Compensation* ($)(3) (g) | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) (h) | | All Other Compensation ($)(5) (i) | | Total ($) (j) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Douglas T. Dietrich Chief Executive Officer | | | 2020 | | td,000,000 | | td,920,014 | | $960,008 | | td,101,938 | | td13,871 | | $53,323 | | $6,149,154 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | | $997,692 | | td,600,008 | | $952,197 | | td,642,600 | | td49,211 | | $52,911 | | $5,394,619 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | | $898,077 | | td,260,046 | | $733,843 | | td,651,674 | | td85,557 | | $46,209 | | $4,775,406 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Matthew E. Garth Senior Vice President, Finance and Treasury, Chief Financial Officer | | | 2020 | | $533,800 | | $492,747 | | td46,368 | | $695,520 | | — | | $36,152 | | td,004,587 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | | $517,769 | | $507,606 | | td72,328 | | $570,500 | | — | | $35,372 | | td,903,575 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | | $494,615 | | $399,976 | | td32,622 | | $460,600 | | — | | $30,075 | | td,617,888 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| D.J. Monagle, III Group President, Specialty Minerals and Refractories | | | 2020 | | $572,295 | | $608,654 | | $304,347 | | $774,263 | | $65,320 | | $37,577 | | td,362,456 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | | $555,102 | | $618,654 | | $338,416 | | $657,278 | | $84,892 | | $36,755 | | td,291,097 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | | $533,739 | | $546,692 | | $317,929 | | td,001,721 | | td08,913 | | $35,765 | | td,544,759 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thomas J. Meek Senior Vice President, General Counsel, Secretary and Chief Compliance Officer | | | 2020 | | $570,099 | | $549,144 | | td74,569 | | $763,536 | | $72,767 | | $37,495 | | td,267,610 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | | $552,978 | | $560,953 | | $304,071 | | $617,570 | | $72,775 | | $36,676 | | td,145,023 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | | $531,739 | | $491,244 | | td85,684 | | $877,264 | | $75,912 | | $35,691 | | td,297,534 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jonathan J. Hastings Group President, Performance Materials | | | 2020 | | $547,145 | | $516,044 | | td58,018 | | $716,226 | | — | | $36,646 | | td,074,079 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | | $530,435 | | $529,707 | | td85,474 | | $490,142 | | — | | $35,848 | | td,871,606 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | | $504,662 | | $439,449 | | td56,408 | | $689,654 | | — | | $34,694 | | td,924,867 | |
* | Non-equity Incentive plan compensation for 2020 consists of the following: |
| Name | | | 2017 Annual Incentive Bonus | | | 2017 Long-term Incentive Payout | | | Total | ||||||||
| D.T. Dietrich | | | | $ | 960,000 | | | | | $ | 389,616 | | | | | $ | 1,349,616 |
| M.E. Garth | | | | $ | 427,100 | | | | | | — | | | | | $ | 427,100 |
| G.L. Castagna | | | | $ | 447,000 | | | | | $ | 263,803 | | | | | $ | 710,803 |
| D.J. Monagle, III | | | | $ | 445,700 | | | | | $ | 395,460 | | | | | $ | 841,160 |
| T.J. Meek | | | | $ | 459,200 | | | | | $ | 331,011 | | | | | $ | 790,211 |
| Name | | | 2020 Annual Incentive Bonus | | | 2020 Long-term Incentive Payout | | | Total | |
| D.T. Dietrich | | | $1,375,800 | | | $726,138 | | | $2,101,938 | |
| M.E. Garth | | | $465,000 | | | $230,520 | | | $695,520 | |
| D.J. Monagle, III | | | $459,200 | | | $315,063 | | | $774,263 | |
| T.J. Meek | | | $480,400 | | | $283,136 | | | $763,536 | |
| J.J. Hastings | | | $463,000 | | | $253,226 | | | $716,226 | |
** | There were no discretionary bonuses paid to any of the named executive officers in 2018, 2019, and 2020. Accordingly, the column entitled “Bonus” has been omitted from this table. |
(1) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of stock awards under FASB ASC Topic 718 by multiplying the number of shares by the average of the high and low price of the Company’s common stock on the New York Stock Exchange on the grant date. See Note 7 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the assumptions made in determining FASB ASC Topic 718 values. |
(2) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of option awards under FASB ASC Topic 718 using the Black-Scholes valuation model. See Note 7 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the assumptions made in determining FASB ASC Topic 718 values. |
(3) | Amounts shown for 2020 represent the sum of (i) 2020 Annual Incentive awards under the 2020 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2020, which vested on December 31, 2020, as detailed in the above note (*). The value of these Performance Units was $57.63 per unit. |
67 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
(4) | Amounts shown in column (h) are solely an estimate of the increase in actuarial present value during 2020 of the named executive officer’s normal retirement age (defined as the earliest age at which the executive can receive a benefit unreduced for early retirement) accumulated benefit under the Company’s Retirement Plan and the Supplemental Retirement Plan. Mr. Garth and Mr. Hastings do not participate in a pension plan. The amount attributable to each plan is shown in the table below: |
| | | Change in Pension Value | | | | Change in Pension Value | | |||||||||||||||||||||||
| Name | | Retirement Plan | | Supplemental Retirement Plan | | Total | | Name | | Retirement Plan | | Supplemental Retirement Plan | | Total | | |||||||||||||||
| D.T. Dietrich | | | $ | 27,004 | | | | $ | 75,047 | | | | $ | 102,051 | | | D.T. Dietrich | | $5,763 | | $108,108 | | $113,871 | | ||||||
| M.E. Garth | | | | — | | | | | — | | | | | — | | | M.E. Garth | | — | | — | | — | | ||||||
| G.L. Castagna | | | $ | 96,869 | | | | $ | 357,132 | | | | $ | 454,001 | | | D.J. Monagle, III | | $13,397 | | $51,923 | | $65,320 | | ||||||
| D.J. Monagle, III | | | $ | 31,223 | | | | $ | 49,358 | | | | $ | 80,581 | | | T.J. Meek | | $18,070 | | $54,697 | | $72,767 | | ||||||
| T.J. Meek | | | $ | 21,053 | | | | $ | 52,226 | | | | $ | 73,279 | | | J.J. Hastings | | — | | — | | — | |
| Discount rate: | | | 2020 year end: | | | 2.10% for the qualified plan | |
| | | | | 1.39% for the nonqualified plan | | ||
| | | 2019 year end: | | | 2.95% for the qualified plan | | |
| | | | | 2.46% for the nonqualified plan | | ||
| | | 2018 year end: | | | 4.02% for the qualified plan | | |
| | | | | 3.67% for the nonqualified plan | | ||
| Mortality table: | | | 2020 year end: | | | ||
“RP-2012 Mortality Table adjusted to 2006 with Generational Projection (Scale | | |||||||
| | | 2019 year end: | | | “RP-2012 Mortality Table adjusted to 2006 with Generational Projection (Scale | | |
| | | 2018 year end: | | | “RP-2014 Mortality Table adjusted to 2006 with Generational Projection (Scale | |
(5) | All Other Compensation for 2020 consists of the following: |
| Name | | | Perquisites* | | | 401(k) Plan Match** | | | Supplemental Savings Plan Match | | | Total | |||||||||||
| D.T. Dietrich | | | | $ | 1,833 | | | | | $ | 10,800 | | | | | $ | 29,538 | | | | | $ | 42,171 |
| M.E. Garth | | | | | — | | | | | $ | 9,900 | | | | | | — | | | | | $ | 9,900 |
| G.L. Castagna | | | | $ | 5,000 | | | | | $ | 10,800 | | | | | | — | | | | | $ | 15,800 |
| D.J. Monagle, III | | | | $ | 5,000 | | | | | $ | 10,800 | | | | | $ | 18,223 | | | | | $ | 34,023 |
| T.J. Meek | | | | $ | 5,000 | | | | | $ | 10,800 | | | | | $ | 18,915 | | | | | $ | 34,715 |
| Name | | | Perquisites* | | | 401(k) Plan Match** | | | Supplemental Savings Plan Match | | | Total | |
| D.T. Dietrich | | | $5,000 | | | $11,400 | | | $36,923 | | | $53,323 | |
| M.E. Garth | | | $5,000 | | | $11,400 | | | $19,752 | | | $36,152 | |
| D.J. Monagle, III | | | $5,000 | | | $11,400 | | | $21,177 | | | $37,577 | |
| T.J. Meek | | | $5,000 | | | $11,400 | | | $21,095 | | | $37,495 | |
| J.J. Hastings | | | $5,000 | | | $11,400 | | | $20,246 | | | $36,646 | |
* | Consists solely of reimbursement for financial counseling up to $5,000. |
** | Consists of plan match under the Savings and Investment Plan. |
68 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| | | | | | | | | Performance Units (#) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | | Grant Date Closing Price | | | Exercise or Base Price of Option Awards ($/Sh)(5) | | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | |||||||||||||||||||||||||||||||||
Name* | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
D.T. Dietrich | | | | | (1) | | | | | | | | | | | $ | 200,000 | | | | | $ | 800,000 | | | | | $ | 1,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017(2) | | | | | | 9,800 | | | | | $ | 620,634 | | | | | $ | 980,000 | | | | | $ | 2,940,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,560 | | | | | | | | | | | | | | | | | | | | | | | $ | 979,994 | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,568 | | | | | $ | 77.40 | | | | | $ | 78.025 | | | | | $ | 653,335 | | |
M.E. Garth | | | | | (1) | | | | | | | | | | | $ | 84,375 | | | | | $ | 337,500 | | | | | $ | 675,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017(2) | | | | | | 3,650 | | | | | $ | 231,155 | | | | | $ | 365,000 | | | | | $ | 1,095,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,678 | | | | | | | | | | | | | | | | | | | | | | | $ | 365,001 | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,033 | | | | | $ | 77.40 | | | | | $ | 78.025 | | | | | $ | 243,335 | | |
G.L. Castagna | | | | | (1) | | | | | | | | | | | $ | 95,625 | | | | | $ | 382,500 | | | | | $ | 765,000 | | | | | �� | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017(2) | | | | | | 4,430 | | | | | $ | 280,552 | | | | | $ | 443,000 | | | | | $ | 1,329,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,678 | | | | | | | | | | | | | | | | | | | | | | | $ | 443,026 | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,749 | | | | | $ | 77.40 | | | | | $ | 78.025 | | | | | $ | 295,315 | | |
D.J. Monagle, III | | | | | (1) | | | | | | | | | | | $ | 96,575 | | | | | $ | 386,300 | | | | | $ | 772,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017(2) | | | | | | 5,243 | | | | | $ | 332,039 | | | | | $ | 524,300 | | | | | $ | 1,572,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,720 | | | | | | | | | | | | | | | | | | | | | | | $ | 524,328 | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,543 | | | | | $ | 77.40 | | | | | $ | 78.025 | | | | | $ | 349,659 | | |
T.J. Meek | | | | | (1) | | | | | | | | | | | $ | 96,200 | | | | | $ | 384,800 | | | | | $ | 769,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017(2) | | | | | | 4,495 | | | | | $ | 284,668 | | | | | $ | 449,500 | | | | | $ | 1,384,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,761 | | | | | | | | | | | | | | | | | | | | | | | $ | 449,502 | | |
| | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,893 | | | | | $ | 77.40 | | | | | $ | 78.025 | | | | | $ | 299,678 | | |
| Name* | | | Grant Date | | | Performance Units (#) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | | Grant Date Closing Price | | | Exercise or Base Price of Option Awards ($/Sh)(5) | | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | ||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||||||||||||||
| D.T. Dietrich | | | (1) | | | | | $300,000 | | | $1,200,000 | | | $2,400,000 | | | | | | | | | | | | ||||||
| 1/21/2020(2) | | | 19,200 | | | $1,216,000 | | | $1,920,000 | | | $5,760,000 | | | | | | | | | | | | ||||||||
| 1/21/2020 | | | | | | | | | | | 33,296 | | | | | | | | | $1,920,014 | | ||||||||||
| 1/21/2020 | | | | | | | | | | | | | 57,191 | | | $57.22 | | | $57.665 | | | $960,008 | | ||||||||
| M.E. Garth | | | (1) | | | | | $100,425 | | | $401,700 | | | $803,400 | | | | | | | | | | | | ||||||
| 1/21/2020 (2) | | | 4,928 | | | $312,107 | | | $492,800 | | | $1,478,400 | | | | | | | | | | | | ||||||||
| 1/21/2020 | | | | | | | | | | | 8,545 | | | | | | | | | $492,747 | | ||||||||||
| 1/21/2020 | | | | | | | | | | | | | 14,677 | | | $57.22 | | | $57.665 | | | $246,368 | | ||||||||
| D.J. Monagle, III | | | (1) | | | | | $107,667 | | | $430,669 | | | $861,338 | | | | | | | | | | | | ||||||
| 1/21/2020(2) | | | 6,087 | | | $385,510 | | | $608,700 | | | $1,826,100 | | | | | | | | | | | | ||||||||
| 1/21/2020 | | | | | | | | | | | | 10,555 | | | | | | | | | $608,654 | | |||||||||
| 1/21/2020 | | | | | | | | | | | | | 18,131 | | | $57.22 | | | $57.665 | | | $304,347 | | ||||||||
| T.J. Meek | | | (1) | | | | | $107,254 | | | $429,016 | | | $858,032 | | | | | | | | | | | | ||||||
| 1/21/2020 (2) | | | 5,491 | | | $347,763 | | | $549,100 | | | $1,647,300 | | | | | | | | | | | | ||||||||
| 1/21/2020 | | | | | | | | | | | 9,523 | | | | | | | | | $549,144 | | ||||||||||
| 1/21/2020 | | | | | | | | | | | | | 16,357 | | | $57.22 | | | $57.665 | | | $274,569 | | ||||||||
| J.J. Hastings | | | (1) | | | | | $102,936 | | | $411,743 | | | $823,486 | | | | | | | | | | | | ||||||
| 1/21/2020(2) | | | 5,161 | | | $326,863 | | | $516,100 | | | $1,548,300 | | | | | | | | | | | | ||||||||
| 1/21/2020 | | | | | | | | | | | 8,949 | | | | | | | | | $516,044 | | ||||||||||
| 1/21/2020 | | | | | | | | | | | | | 15,371 | | | $57.22 | | | $57.665 | | | $258,018 | |
* | The Company did not have any equity incentive plans during 2020, nor does it currently have such plans. Accordingly, the columns entitled “Estimated Future Payouts Under Equity Incentive Plan Awards” have been omitted from this table. |
(1) | Represents threshold, target and maximum payout levels under our 2020 Annual Incentive Plan. The actual amount of incentive awards earned by each named executive officer in 2020 is reported in the Summary Compensation Table under note (*). For a more detailed discussion of the 2020 Annual Incentive Plan, see “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Annual Incentives.” |
(2) | Represents the number of Performance Units granted to the named executive officers in 2020 under the Company’s long-term incentive program and estimated threshold, target and maximum payouts. Performance Units vest at the end of a three-year performance period. For the 2020 – 2022 performance period, the value of each performance unit is based on three metrics: (i) the Company’s ROC performance, (ii) the Company’s stock performance comparison to the S&P MidCap 400 Index and the Russell 2000 Index, and (iii) the Company’s stock performance comparison to a Peer Group Index. If performance does not meet minimum threshold levels, the Performance Unit will be worth $0. At threshold performance for each of the metrics, a Performance Unit is worth $63.33; at target performance, $100 per unit; at maximum performance, $300 per unit. The Performance Unit value for the 2020 – 2022 performance period will be paid out (subject to meeting the above performance criteria) in early 2023. For a more detailed discussion of Performance Units, see “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Long-term Incentives.” |
3) | DRSUs vest in three equal annual installments beginning on the first anniversary of the grant date (subject to accelerated vesting in specified circumstances). DRSUs are not credited with dividends or dividend equivalents prior to vesting. |
(4) | Options vest in three equal annual installments beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date (subject to accelerated vesting in specified circumstances). |
(5) | The exercise price of option awards is determined by the average of the high and low price of the Company’s common stock on the grant date. Accordingly, the exercise price of option awards granted on January 21, 2020 is $57.665. The closing price of the Company’s common stock on January 21, 2020 was $57.22. |
(6) | The grant date fair value of each DRSU is determined by the average of the high and low price of the Company’s common stock on the grant date. Accordingly, the per share grant date fair value of each DRSU granted on January 21, 2020 is $57.665. The grant date fair value, calculated in accordance with FASB ASC Topic 718 using the Black-Scholes valuation method, of each option granted on January 21, 2020 is $16.786. |
69 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| | | Option Awards (1) | | | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||
D.T. Dietrich | | | | | 13,740 | | | | | | — | | | | | | N/A | | | | | $ | 24.56 | | | | | | 1/27/2020 | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A |
| | | | | 14,894 | | | | | | — | | | | | | | | | | | $ | 32.23 | | | | | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 18,256 | | | | | | — | | | | | | | | | | | $ | 32.03 | | | | | | 1/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 18,558 | | | | | | — | | | | | | | | | | | $ | 41.29 | | | | | | 1/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 13,936 | | | | | | — | | | | | | | | | | | $ | 57.97 | | | | | | 1/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 9,347 | | | | | | 4,673 | | | | | | | | | | | $ | 60.19 | | | | | | 1/20/2025 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 7,656 | | | | | | 15,312 | | | | | | | | | | | $ | 38.29 | | | | | | 1/19/2026 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 21,568 | | | | | | | | | | | $ | 78.03 | | | | | | 1/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,978(3) | | | | | $ | 1,995,135 | | | | | | | | | | | | |
M.E. Garth | | | | | — | | | | | | 8,033 | | | | | | | | | | | $ | 78.03 | | | | | | 1/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,678(4) | | | | | $ | 322,080 | | | | | | | | | | | | |
G.L. Castagna | | | | | 4,696 | | | | | | — | | | | | | N/A | | | | | $ | 61.27 | | | | | | 6/03/2024 | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A |
| | | | | 5,842 | | | | | | 2.920 | | | | | | | | | | | $ | 60.19 | | | | | | 1/20/2025 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5,513 | | | | | | 11,025 | | | | | | | | | | | $ | 38.29 | | | | | | 1/19/2026 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | 9,749 | | | | | | | | | | | $ | 78.03 | | | | | | 1/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,519(5) | | | | | $ | 1,068,483 | | | | | | | | | | | | |
D. J. Monagle, III | | | | | 24,000 | | | | | | — | | | | | | N/A | | | | | $ | 19.86 | | | | | | 1/28/2019 | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A |
| | | | | 19,100 | | | | | | — | | | | | | | | | | | $ | 24.56 | | | | | | 1/27/2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 18,364 | | | | | | — | | | | | | | | | | | $ | 32.23 | | | | | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 20,478 | | | | | | — | | | | | | | | | | | $ | 32.03 | | | | | | 1/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 19,673 | | | | | | — | | | | | | | | | | | $ | 41.29 | | | | | | 1/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 14,598 | | | | | | — | | | | | | | | | | | $ | 57.97 | | | | | | 1/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1,180 | | | | | | — | | | | | | | | | | | $ | 65.16 | | | | | | 4/01/2024 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 9,486 | | | | | | 4,743 | | | | | | | | | | | $ | 60.19 | | | | | | 1/20/2025 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 7,698 | | | | | | 15,395 | | | | | | | | | | | $ | 38.29 | | | | | | 1/19/2026 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | 11,543 | | | | | | | | | | | $ | 78.03 | | | | | | 1/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,094(6) | | | | | $ | 1,383,472 | | | | | | | | | | | | |
T.J. Meek | | | | | 10,000 | | | | | | — | | | | | | N/A | | | | | $ | 22.18 | | | | | | 9/1/2019 | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A |
| | | | | 20,000 | | | | | | — | | | | | | | | | | | $ | 24.56 | | | | | | 1/27/2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 15,250 | | | | | | — | | | | | | | | | | | $ | 32.23 | | | | | | 1/26/2021 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 17,114 | | | | | | — | | | | | | | | | | | $ | 32.03 | | | | | | 1/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 16,795 | | | | | | — | | | | | | | | | | | $ | 41.29 | | | | | | 1/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 12,608 | | | | | | — | | | | | | | | | | | $ | 57.97 | | | | | | 1/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 7,942 | | | | | | 3,970 | | | | | | | | | | | $ | 60.19 | | | | | | 1/20/2025 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6,444 | | | | | | 12,886 | | | | | | | | | | | $ | 38.29 | | | | | | 1/19/2026 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | 9,893 | | | | | | | | | | | $ | 78.03 | | | | | | 1/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,459(7) | | | | | $ | 1,408,602 | | | | | | | | | | | | |
| | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| D.T. Dietrich | | | 18,256 | | | — | | | | | $32.03 | | | 1/25/2022 | | | | | | | | | | |||||
| 18,558 | | | — | | | | | $41.29 | | | 1/22/2023 | | | | | | | | | | ||||||||
| 13,936 | | | — | | | | | $57.97 | | | 1/22/2024 | | | | | | | | | | ||||||||
| 14,020 | | | — | | | | | $60.19 | | | 1/20/2025 | | | | | | | | | | ||||||||
| 22,968 | | | — | | | | | $38.29 | | | 1/19/2026 | | | | | | | | | | ||||||||
| 21,568 | | | — | | | | | $78.03 | | | 1/17/2027 | | | | | | | | | | ||||||||
| 16,530 | | | 8,265 | | | | | $76.38 | | | 1/23/2028 | | | | | | | | | | ||||||||
| 2,447 | | | 1,223 | | | | | $73.70 | | | 3/13/2028 | | | | | | | | | | ||||||||
| 16,829 | | | 33,657 | | | | | $54.44 | | | 1/22/2029 | | | | | | | | | | ||||||||
| — | | | 57,191 | | | | | $57.67 | | | 1/21/2030 | | | | | | | | | | ||||||||
| | | | | | | | | | | 58,415 (3) | | | $3,628,740 | | | | | | ||||||||||
| M.E. Garth | | | 8,033 | | | — | | | | | $78.03 | | | 1/17/2027 | | | | | | | | | | |||||
| 5,998 | | | 2,998 | | | | | $76.38 | | | 1/23/2028 | | | | | | | | | | ||||||||
| 4,813 | | | 9,626 | | | | | $54.44 | | | 1/22/2029 | | | | | | | | | | ||||||||
| — | | | 14,677 | | | | | $57.67 | | | 1/21/2030 | | | | | | | | | | ||||||||
| | | | | | | | | | | 16,506(4) | | | $1,025,353 | | | | | | ||||||||||
| D.J. Monagle, III | | | 20,478 | | | — | | | | | $32.03 | | | 1/25/2022 | | | | | | | | | | |||||
| 19,673 | | | — | | | | | $41.29 | | | 1/22/2023 | | | | | | | | | | ||||||||
| 14,598 | | | — | | | | | $57.97 | | | 1/22/2024 | | | | | | | | | | ||||||||
| 1,180 | | | — | | | | | $65.16 | | | 4/01/2024 | | | | | | | | | | ||||||||
| 14,229 | | | — | | | | | $60.19 | | | 1/20/2025 | | | | | | | | | | ||||||||
| 23,093 | | | — | | | | | $38.29 | | | 1/19/2026 | | | | | | | | | | ||||||||
| 11,543 | | | — | | | | | $78.03 | | | 1/17/2027 | | | | | | | | | | ||||||||
| 8,197 | | | 4,098 | | | | | $76.38 | | | 1/23/2028 | | | | | | | | | | ||||||||
| 5,981 | | | 11,962 | | | | | $54.44 | | | 1/22/2029 | | | | | | | | | | ||||||||
| — | | | 18,131 | | | | | $57.67 | | | 1/21/2030 | | | | | | | | | | ||||||||
| | | | | | | | | | | 20,517(5) | | | $1,274,516 | | | | | | ||||||||||
| T.J. Meek | | | 17,114 | | | — | | | | | $32.03 | | | 1/25/2022 | | | | | | | | | | |||||
| 16,795 | | | — | | | | | $41.29 | | | 1/22/2023 | | | | | | | | | | ||||||||
| 12,608 | | | — | | | | | $57.97 | | | 1/22/2024 | | | | | | | | | | ||||||||
| 11,912 | | | — | | | | | $60.19 | | | 1/20/2025 | | | | | | | | | | ||||||||
| 19,330 | | | — | | | | | $38.29 | | | 1/19/2026 | | | | | | | | | | ||||||||
| 9,893 | | | — | | | | | $78.03 | | | 1/17/2027 | | | | | | | | | | ||||||||
| 7,366 | | | 3,682 | | | | | $76.38 | | | 1/23/2028 | | | | | | | | | | ||||||||
| 5,374 | | | 10,748 | | | | | $54.44 | | | 1/22/2029 | | | | | | | | | | ||||||||
| — | | | 16,357 | | | | | $57.67 | | | 1/21/2030 | | | | | | | | | | ||||||||
| | | | | | | | | | | 18,536(6) | | | $1,151,456 | | | | | �� | ||||||||||
| J.J. Hastings | | | 10,718 | | | — | | | | | $41.29 | | | 1/22/2023 | | | | | | | | | | |||||
| 1,021 | | | — | | | | | $42.42 | | | 3/20/2023 | | | | | | | | | | ||||||||
| 8,960 | | | — | | | | | $57.97 | | | 1/22/2024 | | | | | | | | | | ||||||||
| 7,814 | | | — | | | | | $60.19 | | | 1/20/2025 | | | | | | | | | | ||||||||
| 12,922 | | | — | | | | | $38.29 | | | 1/19/2026 | | | | | | | | | | ||||||||
| 7,653 | | | — | | | | | $78.03 | | | 1/17/2027 | | | | | | | | | | ||||||||
| 5,389 | | | 2,694 | | | | | $76.38 | | | 1/23/2028 | | | | | | | | | | ||||||||
| 1,232 | | | 615 | | | | | $74.38 | | | 6/1/2028 | | | | | | | | | | ||||||||
| 5,046 | | | 10,090 | | | | | $54.44 | | | 1/22/2029 | | | | | | | | | | ||||||||
| — | | | 15,371 | | | | | $57.67 | | | 1/21/2030 | | | | | | | | | | ||||||||
| | | | | | | | | | | 17,361(7) | | | $1,078,465 | | | | | |
(1) | Option awards vest in three equal annual installments beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date, subject to accelerated vesting in specified circumstances. The grant date is ten years earlier than the expiration date reported in the Option Expiration column. |
(2) | The market value is calculated by multiplying the number of DRSUs by $62.12, the closing price of the Company’s common stock on December 31, 2020. |
70 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
(3) | Consists of the following: 4,812 DRSUs granted on January 23, 2018 and vesting in three equal annual installments beginning January 23, 2019; 712 DRSUs granted on March 13, 2018 and vesting in three equal annual installments beginning March 13, 2019; 19,595 DRSUs granted on January 22, 2019 and vesting in three equal annual installments beginning January 22, 2020; and 33,296 DRSUs granted on January 21, 2020 and vesting in three equal annual installments beginning on January 21, 2021. |
(4) | Consists of the following: 1,745 DRSUs granted on January 23, 2018 and vesting in three equal annual installments beginning January 23, 2019; and 6,216 DRSUs granted on January 22, 2019 and vesting in three equal annual installments beginning January 22, 2020; and 8,545 DRSUs granted on January 21, 2020 and vesting in three equal annual installments beginning on January 21, 2021. |
(5) | Consists of the following: 2,386 DRSUs granted on January 23, 2018 and vesting in three equal annual installments beginning January 23, 2019; 7,576 DRSUs granted on January 22, 2019 and vesting in three equal annual installments beginning January 22, 2020; and 10,555 DRSUs granted on January 21, 2020 and vesting in three equal annual installments beginning on January 21, 2021. |
(6) | Consists of the following: 2,144 DRSUs granted on January 23, 2018 and vesting in three equal annual installments beginning January 23, 2019: and 6,869 DRSUs granted on January 22, 2019 and vesting in three equal annual installments beginning January 22, 2020; and 9,523 DRSUs granted on January 21, 2020 and vesting in three equal annual installments beginning on January 21, 2021. |
(7) | Consists of the following: 1,568 DRSUs granted on January 23, 2018 and vesting in three equal annual installments beginning January 23, 2019; and 358 DRSUs granted on June 1, 2018 and vesting in three equal annual installments beginning June 1, 2019 and 6,486 DRSUs granted on January 22, 2019 and vesting in three equal annual installments beginning January 22, 2020; and 8,949 DRSUs granted on January 21, 2020 and vesting in three equal annual installments beginning on January 21, 2021. |
| | | | Option Awards | | | Stock Awards | |||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($) | |||||||||||
| D.T. Dietrich | | | | | — | | | | | | — | | | | | | 14,480 | | | | | | 1,131,316 |
| M.E. Garth | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| G.L. Castagna | | | | | — | | | | | | — | | | | | | 15,683 | | | | | | 1,189,920 |
| D.J. Monagle, III | | | | | — | | | | | | — | | | | | | 11,638 | | | | | | 908,283 |
| T.J. Meek | | | | | — | | | | | | — | | | | | | 13,169 | | | | | | 1,029,114 |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($) | |
| D.T. Dietrich | | | 14,894 | | | $433,297 | | | 19,508 | | | $1,105,714 | |
| M.E. Garth | | | — | | | — | | | 6,414 | | | $369,265 | |
| D.J. Monagle, III | | | 18,364 | | | $511,289 | | | 8,415 | | | $484,694 | |
| T.J. Meek | | | 15,250 | | | $444,417 | | | 7,500 | | | $431,867 | |
| J.J. Hastings | | | 5,190 | | | $158,231 | | | 6,658 | | | $380,626 | |
(1) | Certain of these shares were withheld for the payment of taxes. |
Name | | | Plan Name | | | Present Value of Number of Years Credited Service (#) | | | Accumulated Benefit ($)(1) | | | Payments During Last Fiscal Year ($) | ||||||||
D.T. Dietrich | | | Retirement Plan | | | | | 10.4 | | | | | $ | 113,057 | | | | | | — |
| | | Supplemental Retirement Plan | | | | | 10.4 | | | | | $ | 247,993 | | | | | | — |
M.E. Garth | | | Retirement Plan | | | | | — | | | | | | — | | | | | | — |
| | | Supplemental Retirement Plan | | | | | — | | | | | | — | | | | | | — |
G.L. Castagna | | | Retirement Plan | | | | | 16.9 | | | | | $ | 501,648 | | | | | | — |
| | | Supplemental Retirement Plan | | | | | 16.9 | | | | | $ | 1,365,131 | | | | | | — |
D.J. Monagle, III | | | Retirement Plan | | | | | 15.0 | | | | | $ | 174,993 | | | | | | — |
| | | Supplemental Retirement Plan | | | | | 15.0 | | | | | $ | 243,126 | | | | | | — |
T.J. Meek | | | Retirement Plan-PC&E | | | | | 8.3 | | | | | $ | 111,556 | | | | | | — |
| | | Supplemental Retirement Plan-PC&E | | | | | 8.3 | | | | | $ | 232,321 | | | | | | — |
| Name | | | Plan Name | | | Present Value of Number of Years Credited Service (#) | | | Accumulated Benefit ($)(1) | | | Payments During Last Fiscal Year ($) | |
| D.T. Dietrich | | | Retirement Plan | | | 13.4 | | | $5,763 | | | — | |
| Supplemental Retirement Plan | | | 13.4 | | | $108,108 | | | — | | |||
| M.E. Garth | | | Retirement Plan | | | — | | | — | | | — | |
| Supplemental Retirement Plan | | | — | | | — | | | — | | | | |
| D.J. Monagle, III | | | Retirement Plan | | | 18.0 | | | $13,397 | | | — | |
| Supplemental Retirement Plan | | | 18.0 | | | $51,923 | | | — | | |||
| T.J. Meek | | | Retirement Plan | | | 11.3 | | | $18,070 | | | — | |
| Supplemental Retirement Plan | | | 11.3 | | | $54,697 | | | — | | | | |
| J.J. Hastings | | | Retirement Plan | | | — | | | — | | | — | |
| Supplemental Retirement Plan | | | — | | | — | | | — | |
(1) | The present value of accumulated benefits under the Retirement Plan and Supplemental Retirement Plan is calculated using the following assumptions: (a) a discount rate of 2.10% for the Retirement Plan and 1.39% for the Nonfunded Supplemental Retirement Plan and (b) mortality rates from the RP-2012 Mortality Table with Scale MP-2020 at 2020 year end, post-retirement only. |
71 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| Name | | | Executive Contributions in Last FY ($)(1) | | | Registrant Contributions in Last FY ($)(2) | | | Aggregate Earnings in Last FY ($)(3) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($) | ||||||||||||||
| D.T. Dietrich | | | | | 36,923 | | | | | | 29,538 | | | | | | (30,629) | | | | | | 0 | | | | | | 428,395 |
| M.E. Garth | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| G.L. Castagna | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| D.J. Monagle, III | | | | | 22,779 | | | | | | 18,223 | | | | | | (22,808) | | | | | | 0 | | | | | | 474,421 |
| T.J. Meek | | | | | 33,101 | | | | | | 18,915 | | | | | | (53,893) | | | | | | 0 | | | | | | 564,793 |
| Name | | | 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 ($) | |
| D.T. Dietrich | | | $46,154 | | | $36,923 | | | $47,149 | | | — | | | $671,494 | |
| M.E. Garth | | | $24,690 | | | $19,752 | | | $15,981 | | | — | | | $142,122 | |
| D.J. Monagle, III | | | $260,991 | | | $21,177 | | | $65,891 | | | — | | | $896.870 | |
| T.J. Meek | | | $36,917 | | | $21,095 | | | $43,326 | | | — | | | $698,766 | |
| J.J. Hastings | | | $35,430 | | | $20,246 | | | $15,710 | | | — | | | $408,600 | |
(1) | In 2020, named executive officers could elect to defer up to 100% of regular earnings and bonus that the named executive officer would have been otherwise able to contribute on a before-tax basis to the Company’s Savings and Investment Plan. The amounts reported in this column reflect the amounts so deferred by the named executive officers, which amounts were deducted from cash compensation and credited as a contribution to their respective accounts in the Supplemental Savings Plan. |
(2) | The amounts reported in this column represent matching contributions made by the Company and credited to the officer’s Supplemental Savings Plan account. Such amounts were also reported as part of the named executive officer’s “All Other Compensation” in the Summary Compensation Table and specifically listed in footnote 5 to such table. If Internal Revenue Code restrictions prevent the officer from receiving matching contributions under the Company’s Savings and Investment Plan, the officer’s account in the Supplemental Savings Plan will be credited by the amounts that would have been otherwise contributed by the Company to the Savings and Investment Plan, as matching contributions. |
(3) | The amounts reported in this column represent the aggregate earnings during 2020 of each officer’s account. Supplemental Savings Plan participants, including the named executive officers, do not receive any earnings on their Supplemental Savings Plan accounts that are not otherwise paid to all other Savings and Investment Plan participants with a balance in the same investment fund. Accordingly, no amounts shown in this column are reported as compensation in the Summary Compensation Table. |
72 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| | | Upon Termination and Prior to a Change in Control | | | On or After a Change in Control | | ||||||||||||||||||||||||
Name | | | Voluntary Resignation or “For Cause” Termination | | | Death, Disability or Retirement | | | Termination without “Cause” or Resignation for “Good Reason” | | | No Termination of Employment | | | Termination without “Cause” or Resignation for “Good Reason” | | |||||||||||||||
D.T. Dietrich | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance Payment(1) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 3,200,000 | | | | | $ | 0 | | | | | $ | 4,800,000(2) | | |
Benefits(3) | | | | | 0 | | | | | | 0 | | | | | | 80,902 | | | | | | 0 | | | | | | 80,902 | | |
DRSU Vesting(4) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,995,135 | | |
Stock Option Vesting(5) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 310,409 | | |
Performance Unit Vesting(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,484,000 | | |
M.E. Garth | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance Payment(1) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,181,250 | | | | | $ | 0 | | | | | $ | 2,362,500(2) | | |
Benefits(3) | | | | | 0 | | | | | | 0 | | | | | | 5,483 | | | | | | 0 | | | | | | 7,271 | | |
DRSU Vesting(4) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 322,080 | | |
Stock Option Vesting(5) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Performance Unit Vesting(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 365,000 | | |
G.L. Castagna | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance Payment(1) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,338,750 | | | | | $ | 0 | | | | | $ | 2,677,500(2) | | |
Benefits(3) | | | | | 0 | | | | | | 0 | | | | | | 52,439 | | | | | | 0 | | | | | | 70,044 | | |
DRSU Vesting(4) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,068,483 | | |
Stock Option Vesting(5) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 272,715 | | |
Performance Unit Vesting(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 809,300 | | |
D.J. Monagle, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance Payment(1) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,351,875 | | | | | $ | 0 | | | | | $ | 2,703,750(2) | | |
Benefits(3) | | | | | 0 | | | | | | 0 | | | | | | 67,465 | | | | | | 0 | | | | | | 90,157 | | |
DRSU Vesting(4) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,383,472 | | |
Stock Option Vesting(5) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 405,716 | | |
Performance Unit Vesting(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,031,000 | | |
T.J. Meek | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance Payment(1) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,346,625 | | | | | $ | 0 | | | | | $ | 2,693,250(2) | | |
Benefits(3) | | | | | 0 | | | | | | 0 | | | | | | 48,235 | | | | | | 0 | | | | | | 64,441 | | |
DRSU Vesting(4) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,408,602 | | |
Stock Option Vesting(5) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 337,423 | | |
Performance Unit Vesting(6) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 877,700 | | |
| | | Upon Termination and Prior to a Change in Control | | | On or After a Change in Control | | ||||||||||
| Name | | | Voluntary Resignation or “For Cause” Termination | | | Death, Disability or Retirement | | | Termination without “Cause” or Resignation for “Good Reason” | | | No Termination of Employment | | | Termination without “Cause” or Resignation for “Good Reason” | |
| D.T. Dietrich | | | | | | | | | | | | |||||
| Severance Payment(1) | | | $0 | | | $0 | | | $4,400,000 | | | $0 | | | $6,600,000(2) | |
| Benefits(3) | | | 0 | | | 0 | | | 59,313 | | | 0 | | | 59,313 | |
| DRSU Vesting(4) | | | 0 | | | 0 | | | 0 | | | 0 | | | 3,628,740 | |
| Stock Option Vesting(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 513,440 | |
| Performance Unit Vesting(6) | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,780,000 | |
| M.E. Garth | | | | | | | | | | | | |||||
| Severance Payment(1) | | | $0 | | | $0 | | | $1,405,950 | | | $0 | | | $2,811,900(2) | |
| Benefits(3) | | | 0 | | | 0 | | | 5,098 | | | 0 | | | 6,762 | |
| DRSU Vesting(4) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,025,353 | |
| Stock Option Vesting(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 139,362 | |
| Performance Unit Vesting(6) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,350,400 | |
| D.J. Monagle, III | | | | | | | | | | | | |||||
| Severance Payment(1) | | | $0 | | | $0 | | | $1,507,341 | | | $0 | | | $3,014,682(2) | |
| Benefits(3) | | | 0 | | | 0 | | | 53,289 | | | 0 | | | 71,225 | |
| DRSU Vesting(4) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,274,516 | |
| Stock Option Vesting(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 172,702 | |
| Performance Unit Vesting(6) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,724,100 | |
| T.J. Meek | | | | | | | | | | | | |||||
| Severance Payment(1) | | | $0 | | | $0 | | | $1,501,556 | | | $0 | | | $3,003,111(2) | |
| Benefits(3) | | | 0 | | | 0 | | | 52,791 | | | 0 | | | 70,589 | |
| DRSU Vesting(4) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,151,456 | |
| Stock Option Vesting(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 155,469 | |
| Performance Unit Vesting(6) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,551,300 | |
| J.J. Hastings | | | | | | | | | | | | |||||
| Severance Payment(1) | | | $0 | | | $0 | | | $1,441,100 | | | $0 | | | $2,882,199(2) | |
| Benefits(3) | | | 0 | | | 0 | | | 55,753 | | | 0 | | | 74,552 | |
| DRSU Vesting(4) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,078,465 | |
| Stock Option Vesting(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 146,019 | |
| Performance Unit Vesting(6) | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,479,900 | |
(1) | Represents cash payments potentially payable upon termination of employment. Amounts shown for termination without “Cause” or resignation for “Good Reason” prior to a change in control are based on a multiple of annual base salary plus bonus amounts that would have otherwise been payable to the officer, which for purposes of this table are assumed to be the amount of the officer’s target bonus. This amount equals 2 times the sum of annual base salary and target bonus for Mr. Dietrich and 1.5 times the sum of annual base salary and target bonus for the other named executive officers. Amounts shown for termination without “Cause” or resignation for “Good Reason” on or after a change in control equal 3.0 times the sum base salary and target bonus for all named executive officers. |
(2) | Severance payment may be reduced if the full payment would result in a portion of the payment being subject to the excise tax under Section 4999 of the Code. In such event, the amount of the severance payment will be reduced by the minimum amount necessary such that no portion of the severance payment is subject to the excise tax. |
73 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
(3) | Amounts shown for termination without “Cause” or resignation for “Good Reason” prior to a change in control equal 1.5 times the present value of 24 months of life, disability, accident and health insurance coverage for Mr. Dietrich and 1.5 times the present value of 18 months of life, disability, accident and health insurance coverage for the other named executive officers. Amounts shown for termination without “Cause” or resignation for “Good Reason” on or after a change in control equal 1.5 times the present value of 24 months of life, disability, accident and health insurance coverage for all named executive officers. |
(4) | This amount represents the aggregate value of DRSUs which would become vested as a direct result of the termination event and/or change in control before the applicable stated vesting date solely as a direct result of the termination event or change in control before the stated vesting date. The stated vesting date is the date at which an award would have vested absent such termination event or change in control. This calculation of value does not discount the value of awards based on the portion of the vesting period elapsed at the date of the termination event or change in control. The value of DRSUs is based on a closing stock price of $62.12 on December 31, 2020. |
(5) | This amount represents the aggregate in-the-money value of stock options which would become vested as a direct result of the termination event and/or change in control before the applicable stated vesting date solely as a direct result of the termination event or change in control before the stated vesting date. The stated vesting date is the date at which an award would have vested absent such termination event or change in control. This calculation of value does not attribute any additional value to stock options based on their remaining term and does not discount the value of awards based on the portion of the vesting period elapsed at the date of the termination event or change in control. Represents the intrinsic value of stock options, based on a closing stock price of $62.12 on December 31, 2020. |
(6) | For termination due to death, disability or retirement, if a participant has been employed for two of the three years of the performance period, participant is eligible to receive a pro rata payout at the end of the performance period based on actual performance. Participants who have been employed for less than two of the three years of the performance period forfeit outstanding units related to that performance cycle. The Plan gives the Compensation Committee discretion to accelerate the vesting of Performance Units upon a change in control. Under the officers’ CIC agreements, vesting of such Performance Units is required to be accelerated upon a change of control. Amounts represent vesting of Performance Units granted in 2019 and 2020 at the target of $100 per Unit. |
74 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
75 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings | | | All Other Compensation ($)(3) | | | Total ($) | ||||||||||||||||||||
| Joseph C. Breunig | | | | $ | 90,000 | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 744 | | | | | $ | 190,744 |
| John J. Carmola | | | | $ | 97,498(4) | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 1,334 | | | | | $ | 198,832 |
| Robert L. Clark | | | | $ | 95,000(4) | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 2,840 | | | | | $ | 197,840 |
| Douglas T. Dietrich(5) | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | | | | | — |
| Duane R. Dunham(6) | | | | $ | 450,000(6) | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 5,172 | | | | | $ | 555,172 |
| Franklin F. Feder | | | | $ | 17,534(4) | | | | | | — | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 6 | | | | | $ | 17,540 |
| Carolyn K. Pittman | | | | $ | 30,476(4) | | | | | | — | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 18 | | | | | $ | 30,494 |
| Marc E. Robinson | | | | $ | 95,000 | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 1,774 | | | | | $ | 196,774 |
| Barbara R. Smith | | | | $ | 50,003(7) | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 1,142 | | | | | $ | 151,145 |
| Donald C. Winter | | | | $ | 90,000(4) | | | | | $ | 100,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 1,962 | | | | | $ | 191,962 |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings | | | All Other Compensation ($)(3) | | | Total ($) | |
| Joseph C. Breunig | | | $95,000 | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $1,873 | | | $206,873 | |
| John J. Carmola | | | $107,500(4) | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $2,741 | | | $220,241 | |
| Robert L. Clark | | | $105,000(4) | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $4,096 | | | $219,096 | |
| Alison A. Deans | | | $95,000(4) | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $976 | | | $205,976 | |
| Douglas T. Dietrich(5) | | | $— | | | $— | | | N/A | | | N/A | | | N/A | | | $— | | | $— | |
| Duane R. Dunham | | | $207,500 | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $6,346 | | | $323,846 | |
| Franklin L. Feder | | | $97,500(4) | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $1,616 | | | $209,116 | |
| Carolyn K. Pittman | | | $97,500(4) | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $1,284 | | | $208,784 | |
| Marc E. Robinson | | | $114,500 | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $2,914 | | | $227,414 | |
| Donald C. Winter | | | $97,500 | | | $110,000 | | | N/A | | | N/A | | | N/A | | | $3,458 | | | $210,958 | |
(1) | Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of phantom stock units awarded to each director pursuant to the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors calculated by multiplying the number of units by the closing price of our common stock on the grant date. Each Non-Employee Director was granted 2,606 phantom stock units on May 13, 2020, on which date the closing price of our common stock was $42.21 per share. Such phantom stock units were non-forfeitable upon grant. |
| J.C. Breunig | | | 10,042 | | |||
| J.J. Carmola | | | 14,613 | | |||
| R.L. Clark | | | 21,270 | | |||
| A.A. Deans | | | 5,670 | | |||
| D.R. Dunham | | | 32,459 | | |||
| F.L. Feder | | | 9,241 | | |||
| C.K. Pittman | | | 7,249 | | |||
| M.E. Robinson | | | 15,255 | | |||
D.C. Winter | | | 17,985 | |
(2) | The Company does not currently compensate its directors with stock options. |
(3) | All Other Compensation consists of the value of dividends earned on phantom stock units, in the amount of $0.05 per unit awarded quarterly and calculated by multiplying the number of units held by the director on the dividend record date. |
(4) | During 2020, Mr. Carmola, Dr. Clark, Ms. Deans, Mr. Feder, and Ms. Pittman elected to partially defer their fees, in units which have the economic value of one share of the Company’s stock as permitted under the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors. |
(5) | Mr. Dietrich was elected Chief Executive Officer of the Company and a Director in December 2016. Mr. Dietrich is not compensated as a director. |
76 |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS |
| | By Order of the Board of Directors, | |
| | ||
| | Thomas J. Meek | |
| | Senior Vice President, General Counsel, | |
| | Secretary and Chief Compliance Officer | |
| |
77 |
APPENDIX A |
| (millions of dollars, except per share data) | | | Year Ended | | |||||||||
| | | | Dec. 31, 2017 | | | Dec. 31, 2016 | | ||||||
| ||||||||||||||
| Net income attributable to MTI | | | | $ | 195.1 | | | | | $ | 133.4 | | |
| Special items: | | | | ||||||||||
| Acquisition related transaction costs | | | | | 3.4 | | | | | | 8.0 | | |
| Restructuring and other charges | | | | | 15.0 | | | | | | 28.3 | | |
| Debt modification costs and fees | | | | | 3.9 | | | | | | 0.0 | | |
| Write-off of receivables for Malaysia bankruptcy | | | | | 2.1 | | | | | | 0.0 | | |
| Related tax effects on special items | | | | | (8.9) | | | | | | (12.3) | | |
| Related tax effects on special items | | | | | (47.3) | | | | | | 0.0 | | |
| Net income attributable to MTI, excluding special items | | | | $ | 163.3 | | | | | $ | 157.4 | | |
| Diluted earnings per share, excluding special items | | | | $ | 4.59 | | | | | $ | 4.47 | | |
| Segment Operating Income Data | | | | ||||||||||
| Specialty Minerals Segment | | | | $ | 88.9 | | | | | $ | 102.7 | | |
| Performance Materials Segment | | | | | 119.7 | | | | | | 121.1 | | |
| Refractories Segment | | | | | 39.8 | | | | | | 37.0 | | |
| Energy Services Segment | | | | | 6.1 | | | | | | (25.9) | | |
| Unallocated Corporate Expenses | | | | | (8.4) | | | | | | (6.0) | | |
| Acquisition related transaction costs | | | | | (3.4) | | | | | | (8.0) | | |
| Consolidated | | | | $ | 242.7 | | | | | $ | 220.9 | | |
| Special Items | | | | ||||||||||
| Specialty Minerals Segment | | | | $ | 12.3 | | | | | $ | 0.0 | | |
| Refractories Segment | | | | | 0.0 | | | | | | (2.0) | | |
| Energy Services Segment | | | | | 0.7 | | | | | | 30.3 | | |
| Unallocated Corporate Expenses | | | | | 4.1 | | | | | | 0.0 | | |
| Acquisition related transaction costs | | | | | 3.4 | | | | | | 8.0 | | |
| Consolidated | | | | $ | 20.5 | | | | | $ | 36.3 | | |
| Segment Operating Income, Excluding Special Items | | | | ||||||||||
| Specialty Minerals Segment | | | | $ | 101.2 | | | | | $ | 102.7 | | |
| Performance Materials Segment | | | | | 119.7 | | | | | | 121.1 | | |
| Refractories Segment | | | | | 39.8 | | | | | | 35.0 | | |
| Energy Services Segment | | | | | 6.8 | | | | | | 4.4 | | |
| Unallocated Corporate Expenses | | | | | (4.3) | | | | | | (6.0) | | |
| Consolidated | | | | $ | 263.2 | | | | | $ | 257.2 | | |
| % of Sales | | | | | 15.7% | | | | | | 15.7% | | |
|
(millions of dollars, except per share data) | | | Year Ended | |||
| | Dec. 31, 2020 | | | Dec. 31, 2019 | |
Net income attributable to MTI | | | $112.4 | | | $132.7 |
Special items: | | | | | ||
Acquisition-related expenses | | | 3.1 | | | — |
Restructuring and other items, net | | | 7.6 | | | 13.2 |
Litigation expenses | | | 10.4 | | | 10.9 |
Write-off of receivables for U.K. bankruptcy | | | — | | | 2.5 |
Cybersecurity incident costs | | | 4.0 | | | — |
Non-cash pension settlement charge | | | 6.4 | | | — |
Related tax effects on special items | | | (7.4) | | | (5.8) |
Tax credit from statute expiration | | | — | | | (5.0) |
Net income attributable to MTI, excluding special items | | | $136.5 | | | $148.5 |
Diluted earnings per share, excluding special items | | | $3.99 | | | $4.23 |
Segment Operating Income Data | | | | | ||
Performance Materials Segment | | | $103.6 | | | $97.1 |
Specialty Minerals Segment | | | 67.8 | | | 83.1 |
Refractories Segment | | | 35.5 | | | 39.8 |
Energy Services Segment | | | 5.2 | | | 7.8 |
Unallocated Corporate Expenses | | | (21.1) | | | (19.1) |
Acquisition related transaction costs | | | (3.1) | | | — |
Consolidated | | | $187.9 | | | $208.7 |
Special Items | | | | | ||
Performance Materials Segment | | | $— | | | $7.0 |
Specialty Minerals Segment | | | 7.6 | | | 2.5 |
Refractories Segment | | | — | | | 3.3 |
Energy Services Segment | | | — | | | 1.8 |
Unallocated Corporate Expenses | | | 14.4 | | | 12.0 |
Acquisition-related expenses | | | 3.1 | | | — |
Consolidated | | | $25.1 | | | $26.6 |
78 |
APPENDIX A |
(millions of dollars, except per share data) | | | Year Ended | |||
| | Dec. 31, 2020 | | | Dec. 31, 2019 | |
Segment Operating Income, Excluding Special Items | | | | | ||
Performance Materials Segment | | | $103.6 | | | $104.1 |
Specialty Minerals Segment | | | 75.4 | | | 85.6 |
Refractories Segment | | | 35.5 | | | 43.1 |
Energy Services Segment | | | 5.2 | | | 9.6 |
Unallocated Corporate Expenses | | | (6.7) | | | (7.1) |
Consolidated | | | $213.0 | | | $235.3 |
% of Sales | | | 13.4% | | | 13.1% |
Cash flow from Operations | | | $240.6 | | | $238.3 |
Capital Expenditures | | | 66.1 | | | 65.0 |
Free Cash Flow | | | $174.5 | | | $173.3 |
79 |