UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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PROXY STATEMENT
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HARSCO CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of 2017 2019
Annual Meeting
of Stockholders
and Proxy Statement
Harsco Corporation
350 Poplar Church Road
Camp Hill, PA 17011 USA
350 Poplar Church Road
Camp Hill, PA 17011 USA
Invitation to Attend 20172019 Annual Meeting of Stockholders
Tuesday, April 25, 201723, 2019
9:00 a.m., Eastern Time
Hilton Harrisburg, One North Second Street, Harrisburg, PennsylvaniaThe Wagner at the Battery, New York, New York
Dear Fellow Stockholders:
You are cordially invited to attend the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”), which will be held on Tuesday, April 25, 2017,23, 2019, beginning at 9:00 a.m., Eastern Time, at The Wagner at the Hilton Harrisburg, One North SecondBattery, Two West Street, Harrisburg, Pennsylvania.New York, New York 10004.
Information about the business to be conducted at the Annual Meeting, including a listing and discussion of the various matters on which you will be asked to act, can be found in the attached Notice of 20172019 Annual Meeting of Stockholders and Proxy Statement.
Your vote is very important to us, and I encourage you to vote your shares whether or not you plan to attend the Annual Meeting. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found beginning on page 6 ofin the Proxy Statement.Statement under the heading “Questions and Answers About the Company’s Annual Meeting.”
I hope you will be able to attend this year’s Annual Meeting, and I look forward to greeting as many of you as possible. On behalf of my fellow members of the Board of Directors, I want to thank you in advance for voting and for your continued support of the Company.
| Sincerely,
F. Nicholas Grasberger III Chairman, President & Chief Executive Officer |
March 13, 201714, 2019
TABLE OF CONTENTSTable of Contents
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Meetings of the Board and Director Attendance at Annual Meeting | 18 | |
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Stockholder and Interested Party Communications with Directors | 21 | |
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SHARE OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 26 | |
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FEES BILLED BY THE INDEPENDENT AUDITORS FOR AUDIT AND NON-AUDIT SERVICES | 29 | |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 30 | |
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Business Highlights | 31 | |
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TABLE OF CONTENTSTable of Contents
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Potential Payments upon Change in Control and Other Potential Post-Employment Payments | 50 | |
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Policy Regarding Tax and Accounting Impact on Executive Compensation | 52 | |
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Compensation Policies and Practices as They Relate to Risk Management | 53 | |
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EQUITY COMPENSATION PLAN INFORMATION (AS OF DECEMBER 31, | 70 | |
PROPOSAL 3: VOTE, ON AN ADVISORY BASIS, | 71 | |
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Policies and Procedures Regarding Transactions with Related Persons | 72 | |
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TABLE OF CONTENTS
(continued)
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Stockholder Proposals and Nominations for Presentation at | ||
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350 Poplar Church Road
Camp Hill, PA 17011 USA
Notice of 20172019 Annual Meeting of Stockholders
Tuesday, April 25, 201723, 2019
9:00 a.m., Eastern Time
Hilton Harrisburg, One North Second Street, Harrisburg, PennsylvaniaThe Wagner at the Battery, New York, New York
The 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”) will be held on Tuesday, April 25, 2017,23, 2019, beginning at 9:00 a.m., Eastern Time, at The Wagner at the Hilton Harrisburg, One North SecondBattery, Two West Street, Harrisburg, Pennsylvania.New York, New York 10004.
The purposes of the meeting are as follows:
1. | To elect the eight nominees named in the Proxy Statement to serve as Directors until the |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, |
3. | To vote, on an advisory basis, |
4. |
To conduct such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Proxy Statement accompanying this Notice of 20172019 Annual Meeting of Stockholders describes each of these items in detail. TheIn addition, the Proxy Statement contains other important information that you should read and consider before you vote.
The Board of Directors of the Company has fixed the close of business on March 1, 2017February 26, 2019 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
The Company is furnishing proxy materials over the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 20172019 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form10-K and the Letter from our Chairman & CEO. We believe this process allows us to provide our stockholders with the information they need while lowering the costs of printing and distributing proxy materials. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.
Your vote is very important to us and we encourage you to vote your shares as soon as possible even if you plan to attend the Annual Meeting in person. Information about how to vote your shares via the Internet, by telephone, or by signing, dating and returning your Proxy Card can be found beginning on page 6 ofin the enclosed Proxy Statement.
By order of the Board of Directors,
Russell C. Hochman
Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary
March 13, 201714, 2019
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 25, 2017. 23, 2019. The Notice of 20172019 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on FormForm 10-K and the Letter from our Chairman & CEO are available free of charge atwww.envisionreports.com/hsc (for registered stockholders) orwww.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866)(800) 652-8683641-4276. or bye-mailingkjulian@harsco.com.
350 Poplar Church Road
Camp Hill, PA 17011 USA
Proxy Summary
20172019 ANNUAL MEETING OF STOCKHOLDERS
Date and Time: | Tuesday, April | |
9:00 a.m., Eastern Time | ||
Place: | ||
Record Date: |
VOTING MATTERS AND BOARD RECOMMENDATIONS
Voting Matter | Board Vote Recommendation | Page Number with More
Information | ||||
Proposal No. 1:Election of Directors | FOR each nominee | |||||
Proposal No. 2: | Ratification of Appointment of Independent Auditors | FOR | ||||
Proposal No. 3: | Vote, on an Advisory Basis, | FOR | ||||
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This Proxy Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you may wish to consider prior to voting. Please review the complete Proxy Statement and the Company’s Annual Report on Form10-K for additional information.
You have the opportunity to vote on the election of the following eight nominees for Director. Additional information regarding each Director nominee’s experience, skills and qualifications to serve as a member of the Company’s Board of Directors can be found on pages 15 – 18.in the section entitled “Nominees for Director.”
Name | Age | Years on Board | Position | Independent | Committee Memberships*# | Age
| Years on
| Position
| Independent
| Committee
| ||||||||||||
James F. Earl | 60 | 5 |
Executive Vice President of GATX Corporation
| Yes | MD&C+ Nominating | 62 | 7 | Retired Executive Vice President of GATX Corporation | Yes | MD&C+ Nominating | ||||||||||||
Kathy G. Eddy | 66 | 13 |
Founding Partner of McDonough, Eddy, Parsons & Baylous, AC
| Yes | Audit Nominating+ | 68 | 15 | Founding Partner of McDonough, Eddy, Parsons & Baylous, AC | Yes | Audit Nominating+ | ||||||||||||
David C. Everitt | 64 | 7 |
Non-Executive Chairman of the Board of Directors of the Company
| Yes | None | 66 | 9 | Lead Director of the Company | Yes | None | ||||||||||||
Stuart E. Graham | 71 | 8 |
Retired Chairman of Skanska AB
| Yes | MD&C Nominating | |||||||||||||||||
F. Nicholas Grasberger III | 53 | 3 |
President & Chief Executive Officer of the Company
| No | None | 55 | 5 | Chairman, President & CEO of the Company | No | None | ||||||||||||
Terry D. Growcock | 71 | 9 |
Retired Chairman of the Board of The Manitowoc Company
| Yes | Audit MD&C | |||||||||||||||||
Elaine La Roche | 67 | 3 |
CEO of China International Capital Corporation US
| Yes | Audit Nominating | |||||||||||||||||
Carolann I. Haznedar | 59 | ++ | Retired Senior Vice President Americas, DuPont Performance Materials | Yes | Audit Nominating | |||||||||||||||||
Mario Longhi | 64 | 1 | Retired President & Chief Executive Officer of United States Steel Corporation | Yes | Audit MD&C | |||||||||||||||||
Edgar (Ed) M. Purvis, Jr. | 61 | 1 | Retired Executive Vice President and Chief Operating Officer of Emerson Electric Co. | Yes | MD&C Nominating | |||||||||||||||||
Phillip C. Widman | 62 | 3 |
Retired Senior Vice President and Chief Financial Officer of Terex Corporation
| Yes | Audit+ MD&C | 64 | 5 | Retired Senior Vice President and Chief Financial Officer of Terex Corporation | Yes | Audit+ MD&C |
* | MD&C = Management Development and CompensationCommittee |
Nominating = Nominating and Corporate GovernanceCommittee |
# | Reflects Committee Memberships as of March |
+ | Indicates Committee Chair as of March |
++ | Currently in first year of service on the Company’s Board of Directors. Was appointed as a Director on October 22, 2018. |
Board Composition |
|
• Average age of Director nominees is 64
3 new Directors in the last two years;5 new Directors in last 5 years
Highly qualified Directors reflect broad mix of business backgrounds, skills and experiences
• Average tenure of Director nominees is 6.4 years
• 3 new Directors in last 5 years
• Highly qualified Directors reflect broad mix of business backgrounds, skills and experiences
Corporate Governance |
|
3 fully independent Board committees
Executive session of independent Directors held at each regularly-scheduled Board meeting
Declassified Board – all Directors elected annually
By-laws provide a resignation requirement if a Director does not receive majority approval in uncontested election (subject to acceptance by Board)
Restated Certificate of Incorporation provides for majority voting in uncontested elections of Directors
Formal policy on Board diversity
Mandatory retirement age of 72
Annual Board and committee self-assessments
Bi-Annual evaluation of individual Director performance
Corporate Governance Principles limit Director membership on other public company boards
Strong clawback and anti-hedging policies
Significant share ownership requirements for Directors and senior executives
Active role in risk oversight
Annual advisory vote to approve named executive officer compensation
EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program is intendeddesigned to provide competitive compensationpay based on Company performance, attract, retain and contributions to the Company, to incentivize, attract and retain key executives, tomotivate our senior leaders, align the interests of our key executives with the intereststhose of our stockholders, and to drivelong-term stockholder value. To achieve these objectives, our executive compensation program includes the following key features:
We Pay for Performance
by aligning our total compensation with business strategies to reward executives who achieve or exceed applicable Company and business unit goals.
We Pay Competitively
by setting total target compensation at the median of our defined market for talent.
by providing a significant amount of each NEO’s compensation opportunity in the form of equity and requiring NEO stock ownership.
We Employ Sound Compensation Governance
by including practices and policies that are consistent with market practices, supportive of our business structure and aligned with stockholders’ expectations.
NEO Total Target Compensation for 2016 | ||||||||||
Compensation Element | % of Total (CEO) | % of Total (All Other NEOs) | Description | Cash | Equity | |||||
Base Salary | 19 | 35 | Fixed annual cash amount | ✓ | ||||||
Annual Incentive (AIP Awards) | 21 | 26 | Variable, performance-based annual cash payment | ✓ | ||||||
Long-Term Incentive (LTIP Awards) | 60 | 39 | Variable, time- and performance-based annual equity award grant with three-year vesting | ✓ |
NEO Total Target Compensation for 2018 | ||||||||||
Compensation Element | % of Total (CEO) | % of Total (Avg. for All | Description | Cash | Equity | |||||
Base Salary | 18 | 33 | Annual stable source of income | Yes | ||||||
Annual Incentive (AIP Award) | 20 | 23 | Variable, performance-based annual cash payment | Yes | ||||||
Long-Term Incentive (LTIP Awards) | 62 | 44 | Variable, time and performance-based annual equity award grants with three-year vesting | Yes |
350 Poplar Church Road
Camp Hill, PA 17011 USA
Proxy Statement
This Proxy Statement and the accompanying form of proxy are first being sent to the stockholders on or about March 14, 2019, and are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Harsco Corporation (the “Company,” “Harsco,” “we” or “us”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at The Wagner at the Hilton Harrisburg, One North SecondBattery, Two West Street, Harrisburg, Pennsylvania,New York, New York 10004, on Tuesday, April 25, 2017,23, 2019, beginning at 9:00 a.m., Eastern Time.
Should you wish to obtain directions to The Wagner at the Hilton HarrisburgBattery in order to attend the Annual Meeting and vote in person, contact Kenneth D. Julian, Senior Director –our Corporate Communications Department by telephone atcalling (717)(717) 730-3683 or bye-mail atkjulian@harsco.com.763-7064.
The Notice of 20172019 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on FormForm 10-K and the Letter from our Chairman & CEO are available free of charge atwww.envisionreports.com/hsc (for registered stockholders) orwww.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866)(800) 652-8683641-4276. or bye-mailingkjulian@harsco.com.
QUESTIONS AND ANSWERS ABOUT THE COMPANY’S ANNUAL MEETINGQuestions and Answers about the Company’s Annual Meeting
Q: | Who is entitled to vote at the Annual Meeting? |
A: | You can vote if, as of the close of business on |
Q: | How do I vote my shares by proxy? |
A: | Most stockholders can vote their shares by proxy in three ways: |
• | By Internet – You can vote via the Internet by going towww.envisionreports.com/hsc and following the instructions outlined on that website; |
By Telephone – In the United States and Canada, you can vote telephonically by calling (800)1-800-652-8683652-8683 (toll free) and following the instructions provided by the recorded message; or
By Mail – If you received a paper copy of the proxy materials, you can vote by mail by filling out the enclosed proxy card and returning it pursuant to the instructions set forth on the card. If you wish to vote by mail but received a Notice of Internet Availability of Proxy Materials in lieu of a paper copy of the proxy materials, you may contact our Corporate Communications Department by calling (717)763-7064 to request that a full packet of proxy materials be sent to your home address. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 12, 2019.
Please see the Notice of Internet Availability of Proxy Materials or the information your bank, broker or other holder of record provided you for more information on these voting options.
Q: | Can I vote in person at the Annual Meeting instead of voting by proxy? |
A: | Yes, please bring the 2019 Annual Meeting Admission Ticket and photo identification to the registration desk when you arrive at the Annual Meeting. While we encourage all stockholders to attend the Annual Meeting, we encourage you to vote your shares via the Internet, by telephone or by mail prior to the Annual Meeting, even if you plan to attend. |
Q: | Can I change or revoke my proxy? |
A: | Yes. You may change or revoke your proxy by Internet, telephone or mail prior to 11:59 p.m. Eastern Time on Monday, April |
Q: | What if I am a beneficial owner and do not give instructions to my broker? |
A: | As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your broker by the deadline provided in the proxy materials you received from your broker. If you do not provide voting instructions to your broker, whether your shares can be voted by your broker depends on the proposal being considered. Under the rules of the New York Stock Exchange (“NYSE”), if your broker does not receive voting instructions from you, the broker is entitled to vote your shares on all “routine” proposals being considered, including the ratification of our auditors (Proposal No. 2). Brokers are not entitled to vote your shares with respect to the election of Directors or the advisory vote on the compensation of the Company’s named executive officers |
Q: | What if I hold my shares through the Harsco Corporation Savings Plan or the Harsco Retirement Savings & Investment Plan? |
A: | If you are a participant in the Harsco Corporation Savings Plan and/or the Harsco Retirement Savings & Investment Plan, you can instruct the Trustee of those plans how to vote the shares of Common Stock that are allocated to your account, if any, by going towww.proxyvote.com and following the instructions outlined in that website or by calling (800) |
If you do not instruct the Trustee how to vote your shares, the Trustee will vote them in the same proportion as those shares for which the Trustee did receive voting instructions.
Q: | How many shares must be present to conduct the Annual Meeting? |
A: | To carry on the business of the Annual Meeting, a minimum number of shares, constituting a quorum, must be present at the meeting, either in person or by proxy. A quorum consists of a majority of the issued and outstanding shares of our Common Stock as of the Record Date. |
Q: | What vote is required to pass each of the proposals at the Annual Meeting? |
A: | Assuming that a quorum is present: |
|
|
Proposal No. 1: Election of Directors – nominees for the Board of Directors will be elected if more votes are cast in favor of a nominee then are cast against such nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Auditors – the affirmative vote of the holders of at least a majority of the shares cast at the Annual Meeting, in person or by proxy, is required.
Proposal No. 3: Vote, on an Advisory Basis, to Approve the Compensation of the Company’s Named Executive Officers – the affirmative vote of the holders of at least a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote is required.
In certain circumstances, a stockholder will be considered to be present at the Annual Meeting for quorum purposes but will not be deemed to have cast a vote on each particular proposal. This occurs when a stockholder withholds a vote or abstains from voting on a proposal, or in the event of a brokernon-vote. In accordance with Delaware law and our restated certificateRestated Certificate of incorporationIncorporation andby-laws, brokernon-votes will not be treated as votes cast with respect to the election of Directors (Proposal No. 1) and therefore will not affect the outcome of Director elections. With respect to the advisory vote onto approve the compensation of our named executive officers (Proposal No. 3), as well as the advisory vote on the frequency of advisory votes on the compensation of our named executive officers (Proposal No. 4), abstentions will be treated ashave the effect of negative votes, but brokernon-votes will not have any effect. With respect to the ratification of our auditors (Proposal No. 2) and the proposal to approve Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan (Proposal No. 5), abstentions will be treated ashave the effect of negative votes.
Q: | What happens if a nominee for Director does not receive majority approval? |
A: | Our Restated Certificate of Incorporation provides that, in an uncontested election (that is, an election where the number of Director nominees does not exceed the number of Directors to be elected), each Director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. In addition, ourby-laws provide that if a nominee does not receive more “for” votes than votes “withheld” for his or her election, the Director must tender his or her resignation to the Board for consideration. The Nominating and Corporate Governance Committee will then review the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days following certification of the election results. |
If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 2020 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.
Q: | Who counts the votes and how will my shares be voted if I return a proxy but do not submit instructions regarding how to vote on a particular matter? |
A: | Stockholder votes will be tabulated by an independent inspector of election for the Annual Meeting. |
The individuals appointed by the Board to serve as proxies for the Annual Meeting will vote your shares in accordance with the instructions you provide on your proxy card or through your Internet or telephonic vote.
If you submit a proxy but do not indicate how your shares should be voted on a particular matter, your shares will be voted as follows:
FOR the election as Directors of each of the eight nominees of the Board;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2017;2019; and
FOR the vote,approval, on an advisory basis, of our named executive officer compensation;
compensation.
Q: | How are proxies solicited and what is the cost? |
A: | We pay the cost of soliciting proxies for the meeting. In addition to solicitation by mail, our employees may solicit proxies personally or by telephone or facsimile, but they will not receive additional compensation for these services. Arrangements may be made with brokerage houses, custodians, nominees and fiduciaries to send proxy materials to their principals and we may reimburse them for their expenses. We have retained |
THE BOARD OF DIRECTORSThe Board of Directors
The Board has general oversight responsibility for the Company’s affairs. Although the Board does not have responsibility forday-to-day management of the Company, Board members stay informed about the Company’s business through regular meetings, site visits and other periodic interactions with management. The Board is deeply involved in the strategic planning process for the Company and each of its business divisions. The Board also plays an important oversight role in the Company’s leadership development and succession planning processes.
The Board is currently comprised of eight Directors, seven of whom qualify as independent. In accordance with the Board’s Corporate Governance Principles and applicable sections of the NYSE Listed Company Manual (the “NYSE Rules”), the independent Directors regularly meet in executive session. These meetings allow the independent Directors to discuss important issues, including the business and affairs of the Company as well as matters concerning management, without any member of management present. During the 20162018 fiscal year, the independent Directors held sevenfive meetings. On average, the group of independent Directors attended 93%98% of the independent Directors’ meetings held in 2016.2018.
The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This
approach allows the Board to elect the most qualified Director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate. For example, as of September 10, 2012, we separated the positions of Chairman of
In 2018 the Board and CEO in light of the fact that our then-recently elected CEO was both new to the Company and had not previously served on a public company board of directors. Currently, F. Nicholas Grasberger III, serves as our President & CEO, a position he has held since August 1, 2014. In this role, Mr. Grasberger is responsible for managing theday-to-day operations of the Company and for planning, formulating and coordinating the development and execution of our corporate strategy, policies, goals and objectives. Mr. Grasberger is accountable for Company performance and reports directly to the Board.
Effective August 1, 2014, the Board appointed David C. Everitt to serve as theNon-Executive Chairman of the Board. In thisaddition, the Board elected David C. Everitt as independent Lead Director of the Board. When the Board appointed Mr. Everitt as the Lead Director, the Board reviewed the Lead Director’s role and responsibilities to ensure responsible oversight, including taking into account feedback received from existing investors (see “Engagement Regarding Leadership Structure” below).
As Lead Director, Mr. Everitt’sEveritt has the following responsibilities, includewhich are set forth in the following:Company’s Corporate Governance Principles:
Establishing the President & CEO in connection with strategic planning and other matters of strategic importance toagenda for the Company;
InRegularly consulting with the eventChairman;
Discussing the schedule and agenda for the Board determinesmeetings with the Chairman;
Approving the meeting schedules to assure that there is sufficient time for discussion of all agenda items;
Presiding at Board meetings in the same individual should serve as both Chairmanabsence of the Chairman;
Reviewing information that is sent to the Board and CEO,all critical communications to the Board will establish an independent Lead Director position. The individual serving as Lead Director will be selected byBoard; and
Being available for consultation and direct communication at the independent Directors and will have responsibilities similar to thoserequest of theNon-Executive Chairman of the Board.major stockholders.
Finally, the Board has established three standing committees to assist with its oversight responsibilities: (1) the Audit Committee; (2) the Management Development and Compensation Committee (the “MD&C Committee”); and (3) the Nominating and Corporate Governance Committee (the “Nominating Committee”). Each of the Audit Committee, MD&C Committee and Nominating Committee is comprised entirely of independent Directors.
TheEngagement Regarding Leadership Structure
In order to continuously evaluate the Company’s governance and compensation policies and processes, we continually engage our stockholders on various issues through an extensive and thoughtful investor relations program. In addition to the Company’s outreach via investor conferences, roadshows, and other means, an engagement team specifically reached out to holders of over 60% of our outstanding shares regarding governance matters and the potential recombination of our Chairman and CEO roles before the Board believes that its current leadership structure provides an appropriate balance among strategy development, operational executionelected Mr. Grasberger as Chairman. During those engagements, Harsco received valuable feedback on considerations for, and independent oversightresponsibilities of, a Lead Director. In addition, during those engagements Harsco also gained valuable insight on several topics, including:
Governance trends;
Environmental risk management;
Board composition and is therefore inDirector skills/expertise; and
Executive compensation and alignment with performance.
This feedback was shared with the best interests of the CompanyBoard and its stockholders.relevant committees.
Management is responsible for identifying, evaluating, managing and mitigating the Company’s exposure to risk. It is the Board’s responsibility to oversee the Company’s risk management process and to ensure that management is taking appropriate action to identify, manage and mitigate key risks. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to committees for further consideration and evaluation. The following table summarizes the role of the Board and each of its committees in overseeing risk:
Governing Body | Role | |
Board | • Regularly reviews the strategic plans of the Company and each of its business divisions, including risks associated therewith • Reviews enterprise-level and other key risks identified through the Company’s enterprise risk management (“ERM”) process as well as management’s plans to mitigate those risks • Conducts annual succession plan reviews to ensure the Company maintains appropriate succession plans for its senior officers | |
Audit Committee | • Oversees compliance with legal and regulatory requirements and the Company’s Code of Conduct • Oversees financial risks, including risks relating to key accounting policies • Oversees the Company’s ERM framework and the process for identifying, assessing and monitoring key business risks • Reviews internal controls with the Principal Financial Officer, Principal Accounting Officer and internal auditors • Meets regularly, including executive sessions, with representatives of the independent auditors |
Governing Body | Role of Risk Oversight
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MD&C Committee | • Oversees risks relating to the Company’s compensation programs* • Oversees risks relating to the Company’s equity programs* • Oversees the process for conducting annual risk assessments of the Company’s compensation policies and practices* • Employs an independent compensation consultant to assist in reviewing compensation programs, including the potential risks created by the programs* • Oversees the Company’s executive management succession planning program
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Nominating Committee | • Oversees risks relating to the Company’s governance structure and other corporate governance matters and processes • Evaluates related person transactions • Oversees compliance with key corporate governance documents, including the Corporate Governance Principles and the Insider Trading Policy • Oversees the delegation of risks identified in the ERM framework to the Board and its committees
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* Further detail regarding the MD&C Committee’s review of compensation-related risks can be found under the heading “Compensation Policies and Practices as They Relate to Risk Management” on page 61 of this Proxy Statement.
The decision to administer the Board’s oversight responsibilities in this manner has a key effect on the Board’s leadership and committee structure, described in more detail above. The Board believes that its current structure – including separate Chairman of the Board and CEO roles, seven independent Directors (out of eight) and committees comprised entirely of independent Directors – helps to ensure that key strategic decisions made by senior management, up to and including the President & CEO, are reviewed and overseen by independent Directors of the Board.
Experiences,Experience, Skills and Qualifications
The Nominating Committee works with the full Board to determine the appropriate characteristics, skills and experiences for the Board as a whole as well as its individual members. While the Nominating Committee has not established minimum criteria for Director candidates, it has established important factors that it considers when evaluating potential candidates. These factors are set forth in the Board’s Corporate Governance Principles and include integrity and strength of character, mature judgment, strategic thinking, demonstrated leadership skills, relevant business experience, experience with international business issues and risk, public company experience, innovation, technology or information technology expertise, brand marketing experience, availability, career specialization, relevant technical skills, time and willingness to perform duties as a Director, absence of conflicts of interest, diversity and the extent to which the candidate would fill a present need on the Board. In addition, as explained in more detail below in the section entitled “Diversity,” the Board is committed to a policy of inclusiveness that requires all new Board nominees to be drawn from a pool that includes diverse candidates, with a commitment to seeking out highly qualified women and minority candidates.
In addition to evaluating new Director candidates, the Nominating Committee regularly assesses the composition of the Board in order to ensure it reflects an appropriate balance of knowledge, skills, expertise, diversity and independence. As part of this assessment, each Director is asked to identify and assess the particular experiences, skills and other attributes that qualify him or her to serve as a member of the Board. Based on the most recent assessment of the Board’s composition completed in February 2017,2019, the Nominating Committee and the Board have determined that, in light of the Company’s current business structure and strategies, the Board has an appropriate mix of Director experiences, skills, qualifications and backgrounds.
Set forth below is a general description of the types of experiences and skills the Nominating Committee and the Board believe to be particularly relevant to the Company at this time:
Leadership Experience |
managing complex organizations. These individuals understand both theday-to-day operational responsibilities facing senior management and the role Directors play in overseeing the affairs of large organizations. Seven of the eight nominees are current or former executive officers.
International Experience
Given the Company’s global footprint and current focus on growing its presence in emerging markets, Directors with experience in markets outside the United States are critical to the Company’s long-term success.
Innovation and Technology Experience
In light of the important role of innovation and technology to the Company’s businesses, Directors with innovation and technology experience add significant value to the Board.
General Industrial Experience
Directors that have direct experience with industrial businesses bring key insights to the strategic planning process and provide important practical experience to the Board and management.
Brand Marketing Experience
Directors with a proven track record for marketing and growing global brands bring valuable skills that can have a positive impact on the Company’s operational results, especially as it looks to leverage its brand to expand into new markets and territories.
Financial Experience
Directors with an understanding of accounting, finance and financial reporting processes, particularly as they relate to large, multi-national businesses, are critical to the Company. Accurate financial reporting is a cornerstone of the Company’s success, and Directors with financial expertise help to provide effective oversight of the Company’s financial measures and processes.
A description of the most relevant experiences, skills, attributes and qualifications that qualify each Director and Director candidate to serve as a member of the Board is included in his or her biography.
The Board believes that diversity is one of many important considerations in board composition. To ensure the Board is comprised of members with an appropriate mix of characteristics, skills, experiences and backgrounds, the Board has adopted a Board diversity policy, which is set forth in the Board’s Corporate Governance Principles as well as the Nominating Committee’s written charter. Pursuant to the diversity policy, the Board is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates, including women and minority candidates.
As noted above, the Nominating Committee evaluates the current composition of the Board fromtime-to-time to ensure that the Directors reflect a diverse mix of skills, experiences, backgrounds and opinions. Depending on the current composition of the Board, the Nominating Committee may weigh certain factors, including those relating to diversity, more or less heavily when evaluating potential Director candidates.
The Board and the Nominating Committee believe that the Company’s current Directors, as a group, reflect the diverse mix of skills, experiences, backgrounds and opinions necessary to foster an effective decision-making environment and promote the Company’s culture across the globe. Each of the Company’s current Directors has significant experience working in international environments (including Directors who have lived and worked outside the United States for significant portions of their careers), and Board member experiences cover a wide range of industries, including manufacturing, rail, accounting, consulting, consumer products, industrial services and education.industries.
PROPOSALProposal 1: ELECTION OF DIRECTORSElection of Directors
The first proposal to be voted on at the Annual Meeting is the election of eight Directors, each of whom has been recommended for election by the Board. If elected, the Directors will hold office until the next annual meeting of stockholders or until their successors are elected and qualified, subject to the Board’s resignation requirement (as described in more detail below).
The Board recommends that stockholders vote “FOR” the election of each of the following nominees:
J. F. Earl,
C. I. Haznedar,
M. Longhi,
As discussed above, under the Company’s Restated Certificate of Incorporation, in any uncontested election, each Director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. This is known as a “majority voting standard.” If any Director nominee fails to receive more “for” votes than votes “against” for his or her election, then such Director will be required by the Company’sby-laws to tender his or her resignation to the Board for consideration. The Nominating Committee will then review the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Nominating Committee’s recommendation and publicly disclose its decision within 90 days following certification of the election results. In the event the Board determines not to accept the Director’s resignation, the Board will also disclose the reasons such resignation was rejected. The Director who tendered his or her resignation will not participate in the Nominating Committee’s recommendation or the Board’s decision.
If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 20182020 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.
Each nominee for election as Director was previously elected by our stockholders. All of the following Directors have been recommended for election by the Nominating Committee, and the Board has approved all such recommendations. Each nomineeof the following nominees for Director has accepted the nomination and has agreed to serve as a Director if elected by the Company’s stockholders.
The information set forth below states the name of each nominee for Director standing forre-election, his or her age (as of March 1, 2017)2019), a listing of present and recent employment positions, the year in which he or she first became a Director of the Company, other directorships held, the nominee’s specific experience, qualifications, attributes or skills that qualify him or her to serve as a Director and the committees of the Board on which the individual serves.
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James F. Earl Director since 2012, Age 62 Retired Executive Vice President of GATX Corporation (“GATX”) (one of the world’s leading railcar and locomotive leasing companies). Mr. Earl served as an executive with GATX since 1988 and was most recently Executive Vice President of GATX from 2006 until his retirement on March 1, 2018 and President of the GATX Rail International business segment and CEO of American Steamship Company (a division of GATX) from 2012 until his retirement on March 1, 2018. Prior to GATX, Mr. Earl held management positions with two railroad companies, Soo Line Railroad and Southern Pacific Transportation Company. He is a past recipient of the Norman W. Seip Award for Industry Excellence in the rail finance industry. With several decades of senior management experience in the rail industry, Mr. Earl contributes to the Board a sophisticated and informed perspective on one of the Company’s major business units. Furthermore, as the retired President of the GATX Rail International business segment, Mr. Earl has gained substantial international business experience, which enhances his contributions to the Board. Committee Memberships: MD&C (Chair), Nominating Kathy G. Eddy Director since 2004, Age 68 Founding partner of McDonough, Eddy, Parsons & Baylous, AC (a public accounting firm) since 1981. Chairman of the Board of Directors of the American Institute of Certified Public Accountants (“AICPA”) between 2000 and 2001. Current member of the AICPA Governing Council. Member of the Board of Directors, Executive Committee and Chairman of the Audit Committee of West Virginia United Health System, Inc. since 2011. Ms. Eddy brings substantial financial accounting and consulting experience to our Board, having served as a certified public accountant for over 30 years. She is a past recipient of the AICPA gold medal for distinguished service, and she continues to serve the AICPA as a member of the Governing Council. Ms. Eddy also gained significant leadership experience while serving as Chairman of the West Virginia Jobs Investment Trust Board from 1993 to 1997. In addition, Ms. Eddy served as Chairman of the Board of Directors of Camden Clark Memorial Hospital in Parkersburg, West Virginia from 1997 to 2000, and she continues to serve on Camden Clark’s Board of Directors and on its Executive Committee. Ms. Eddy’s extensive accounting career, her long tenure as a member of the Company’s Board and Audit Committee (where she served as Chairman from 2007 to 2010), her service as Chair of the Nominating Committee and her previous service as Lead Director, as well as her demonstrated leadership skills, make her an integral part of our Board. Committee Memberships: Audit, Nominating (Chair) Nominees for Election as Directors with Terms Expiring in 2020 - Contd... David C. Everitt Director since 2010, Age 66 Independent Lead Director of the Company since October 22, 2018. FormerNon-Executive Chairman of the Company from August 1, 2014 to October 22, 2018. Interim President & CEO of the Company from February 28, 2014 to July 30, 2014. FormerCo-Leader of the Agriculture and Turf division of Deere & Company (the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment), the company’s largest operating group. Mr. Everitt served as President – North America, Asia, Australia,Sub-Saharan and South Africa and Global Tractor and Turf Products from 2009 until his retirement from Deere & Company in September 2012. Prior to that, he had served as President, Agricultural Division – North America, Australia, Asia and Global Tractor and Implement Sourcing since January 2006. Mr. Everitt is a member of the Board of Directors of Allison Transmission, where he serves on the Nominating and Corporate Governance Committee, Brunswick Corporation, where he serves on the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee, and Nutrien Ltd., where he serves on the Audit Committee and the Human Resources and Compensation Committee. Mr. Everitt previously served on the Board of Directors of Agrium, Inc. until its merger with Potash Corporation, which formed Nutrien Ltd. He is also a member of the Board of Directors of the National Business Aviation Association. Mr. Everitt’s service both as formerNon-Executive Chairman and as former Interim President & CEO of the Company provides him with comprehensive knowledge of the various segments of our business and of the critical internal and external challenges facing the Company and the industries in which it operates. His leadership within the Company, as well his senior leadership roles across various Deere & Company entities, combined with his engineering experience and global expertise, make him a valuable Board contributor. Committee Memberships: None F. Nicholas Grasberger III Director since 2014, Age 55 Chairman, President and Chief Executive Officer since October 22, 2018. President and Chief Executive Officer from August 1, 2014 to October 22, 2018. Mr. Grasberger served as Senior Vice President and Chief Financial Officer from April 2013 to November 2014, and as President and Chief Operating Officer from April 2014 to August 2014. Prior to joining Harsco in 2013, Mr. Grasberger served as the Managing Director of the multinational Precision Polymers division of Fenner Plc from March 2011 to April 2013. From April 2009 to November 2009 he served as Executive Vice President and Chief Executive Officer of Armstrong Building Products. From January 2005 to March 2009 he served as Senior Vice President and Chief Financial Officer of Armstrong World Industries, Inc. Prior to his employment with Armstrong, Mr. Grasberger served as Vice President and Chief Financial Officer of Kennametal Inc. and before that as Corporate Treasurer and Director of the corporate planning process at H.J. Heinz Company. Mr. Grasberger’sday-to-day leadership of Harsco Corporation provides an invaluable contribution to the Company’s Board of Directors. From his previous executive positions with other large public companies serving in accounting, financial and operational roles, Mr. Grasberger brings leadership, vision and extensive business operating, financing and global experience to the Company. Committee Memberships: None Nominees for Election as Directors with Terms Expiring in 2020 - Contd... Carolann I. Haznedar Director since 2018, Age 59 Retired Senior Vice President Americas, DuPont Performance Materials. Ms. Haznedar held various positions with E.I. du Pont de Nemours and Company from August 1981 until June 2016. Most recently, she served as Senior Vice President Americas, DuPont Performance Materials from September 2015 until June 2016, Senior Vice President Americas, Packaging & Industrial Polymers from October 2011 until September 2015, and Senior Vice President Global, Packaging & Industrial Polymers from July 2008 until October 2011. Prior to E.I. du Pont de Nemours and Company, Ms. Haznedar worked for Edo Aire Corporation. Ms. Haznedar is currently a director of Allison Transmission, where she serves on the Audit Committee. Ms. Haznedar’s career at E.I. du Pont de Nemours included responsibility for their multi-billion dollar global packaging and industrial polymers business. Other global businesses she led include Engineering Polymers focused in the automotive industry, Kevlar® Life Protection, and Elastomers serving industrial markets. She started at DuPont in manufacturing at one of their largest plants. Ms. Haznedar brings strong operational excellence and business leadership to our Board. In addition, her experience in driving growth and innovation, and her deep global experience with lean organizations, identifying and developing talent, combined with her outstanding record of achieving significant profitable growth is a benefit to our Board. Committee Memberships: Audit, Nominating Mario Longhi Director since 2017, Age 64 Retired President & Chief Executive Officer and former Director of United States Steel Corporation (“US Steel”). Mr. Longhi served as Chief Executive Officer of US Steel from September 2013 until his retirement in June 2017. From July 2012 until September 2013 Mr. Longhi served in various other senior management positions within US Steel. Prior to joining US Steel, Mr. Longhi spent six years at Gerdau Ameristeel Corporation, serving first as President from 2005 through 2006 and then additionally in the role of Chief Executive Officer from 2006 until 2011. Before Gerdau Ameristeel, Mr. Longhi spent 23 years at Alcoa, Inc., which he joined in 1982 as a construction superintendent for the company’s Alumar Refinery in his native Brazil. Mr. Longhi received a Bachelor’s degree in metallurgical engineering from the Institute Mauá de Tecnologica in São Paulo, Brazil in 1977. Mr. Longhi was named 2015 Steelmaker of the Year by the Association for Iron and Steel Technology and CEO of the Year at the 2015 Platts Global Metals Awards. He was also honored by American Metal Market in 2011 with an Award for Steel Excellence as Industry Ambassador/Advocate of the Year. In January 2017, Mr. Longhi was invited to participate in U.S. President Donald Trump’s Manufacturing Jobs Initiative. Mr. Longhi is currently a director of ITT Corp., where he serves on the Compensation and Personnel Committee. Mr. Longhi’s career as one of the leading global steel industry executives brings a valuable addition to the Board. His experience serving as a CEO of multinational steel manufacturers not only adds considerable knowledge of our largest customer base to our Board, it also adds significant operational knowledge andin-depth understanding of our global business needs. Mr. Longhi also contributes operational leadership knowledge to the Board. His membership on other public company boards also enhances his contribution to the Board. Committee Memberships: Audit, MD&C Nominees for Election as Directors with Terms Expiring in 2020 - Contd... Edgar (Ed) M. Purvis, Jr. Director since 2018, Age 61 Retired Executive Vice President and Chief Operating Officer of Emerson Electric Co. (Emerson). Mr. Purvis served as Executive Vice President and Chief Operating Officer at Emerson from January 2015 until his retirement in November 2017. From 2008 until January 2015, Mr. Purvis served as Executive Vice President responsible for Climate Technologies at Emerson. Prior to working for Emerson, Mr. Purvis served in a number of senior management positions with Copeland Corporation from 1983 until it was acquired by Emerson in 2008. Mr. Purvis is a former member of the executive board of theAir-Conditioning, Heating and Refrigeration Institute, holds a bachelor’s degree in mechanical engineering from the University of Tennessee, a master’s degree in mechanical engineering from the University of Michigan – Dearborn, and a master’s degree in business administration from Capital University in Columbus, Ohio. During Mr. Purvis’ career at Emerson he was responsible for Emerson’sday-to-day business activities, which included financial reviews, global procurement, logistics, information technology, product development and strategic planning. His experience brings to the Board valuable insight into the operational challenges for a global organization. In addition, Mr. Purvis brings strong business acumen and leadership skills to the Board. Committee Memberships: MD&C, Nominating Phillip C. Widman Director since 2014, Age 64 Retired Senior Vice President and CFO of Terex Corporation (a global manufacturer delivering customer-driven solutions for a wide range of commercial applications, including the construction, infrastructure, quarrying, mining, manufacturing, transportation, energy and utility industries). Mr. Widman held this position from 2002 until his retirement in March 2013. Prior to that, he served as Executive Vice President and CFO of Philip Services Corporation (an integrated environmental and industrial service corporation) from 1998 to 2001. Mr. Widman currently serves as a director of Sturm, Ruger & Company, Inc., where he also serves as Chairman of the Audit Committee, as a member of the Risk Oversight Committee and as a member of the Ruger Capital Policy Committee; and Vectrus, Inc. where he serves on the Audit Committee and Compensation and Personnel Committee. He served as a member of the Board of Directors and Nominating and Governance Committee, and as Chairman of the Audit Committee, of Lubrizol Corporation from November 2008 until its acquisition by Berkshire Hathaway in September 2011. Having served as a CFO for multiple businesses operating in the industrial services and manufacturing markets for more than 15 years, Mr. Widman adds considerable financial expertise, business management skills and operational knowledge to the Board. His membership on other public company boards further enhances his contribution to the Board. Committee Memberships: Audit (Chair), MD&C
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MEETINGS AND COMMITTEES OF THE BOARDMeetings and Committees of the Board
Meetings of the Board and Director Attendance at Annual Meeting
The Board held sevenfive meetings during the fiscal year ended December 31, 2016.2018. Each Director attended at least 75% of the aggregate number of Board and applicable committee meetings held during the period of 20162019 for which he or she served as a Director.
It is our policy to request that all Board members attend annual stockholder meetings. However, we also recognize that personal attendance by all Directors is not always possible. All Directors that served on the Board at the time of our current Directorsthe Annual Meeting of Stockholders in 2018 attended the Annual Meeting of Stockholders in 2016.2018.
The Board has established standing Audit, Management Development and Compensation, and Nominating and Corporate Governance committees. Membership in each of these committees, as of March 13, 2017,1, 2019, is shown in the following chart:
Audit | Management Development and Compensation | Nominating and Corporate Governance | ||||
Phillip C. Widman (Chair) | James F. Earl (Chair) | Kathy G. Eddy (Chair) | ||||
Kathy G. Eddy
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Mario Longhi
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James F. Earl
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Carolann I. Haznedar | Edgar M. Purvis, Jr. | Carolann I. Haznedar | ||||
Mario Longhi | Phillip C. Widman | |||||
Edgar M. Purvis, Jr. |
All Directors listed above, including committee chairs, served on the respective committees listed above for the entire 20162018 fiscal year, except as follows:
Audit Committee – Mr. WidmanMs. Haznedar was named chair on April 26, 2016, Ms. Eddy and Mr. Growcock were added on April 26, 2016.October 22, 2018.
Nominating and Corporate Governance Committee – Mr. Earl and Mr. Graham wereMs. Haznedar was added on April 26, 2016.October 22, 2018.
The table below identifies the number of meetings held by each committee in 2016,2018, provides a brief description of the duties and responsibilities of each committee, and provides general information regarding the location of each committee’s charter:
Committee
| Meetings
| Duties
| General Information
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Audit | 5 | • Oversee financial reporting processes, including meeting with members of management, the external auditors and the internal auditors; • Review and approve audit andnon-audit services; • Review results of the annual audit; • Review adequacy of internal controls; | • Established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Committee
| Meetings | Duties & Responsibilities
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| General Information
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• Discuss (with management and the independent auditors) the Company’s guidelines, policies and controls with respect to risk assessments and risk management; • Oversee the Company’s ERM framework and the process for identifying, assessing and monitoring key business risks; • Oversee (in conjunction with the Nominating Committee) the Company’s compliance program; • Review and discuss Quarterly Reports on Form10-Q and Annual Report on Form10-K prior to filing with the Securities and Exchange Commission (the “SEC”); and • Review and discuss Quarterly Earnings Releases prior to their release. | • Copy of the Audit Committee charter can be viewed at the Corporate Governance section of our website atwww.harsco.com/about-us • See “Report of the Audit | |||||||
MD&C | 6 | • Establish and review the Company’s overall executive compensation philosophy, structure and operation to ensure they do not encourage excessive risk taking; • Review and approve goals and objectives relevant to executive officer
objectives; • Evaluate and approve (or recommend that the Board approve) compensation grants to executive officers under annual and incentive compensation plans, including equity-based compensation, and other executive benefits of executive officers; • Review incentive compensation plans and equity-based compensation plans; and • Oversee the executive officer assessment, development and succession planning process. |
• Copy of the MD&C Committee charter can be viewed at the Corporate Governance section of our website atwww.harsco.com/about-us • See “Compensation Committee Report” |
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Nominating | 5 | • Establish criteria for the selection of new Directors to serve on the Board; • Identify individuals qualified as candidates to serve on the Board and recommend Director candidates for election to the Board; • Consider matters relating to the retirement of Board members, including term limits or age caps; • Review matters relating to Director and Director nominee independence;
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• Copy of the Nominating Committee charter can be viewed at the Corporate Governance section of our website atwww.harsco.com/about-us • Additional details regarding the role of the Nominating Committee can be found in the section entitled “Nominations of Directors” |
Committee
| Meetings | Duties & Responsibilities
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| General Information
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• Review and make recommendations to the Board regarding Board and committee size and composition; • Oversee the evaluation of the Board and each of its committees; • Make recommendations to the Board regardingnon-employee Director compensation, including equity compensation; • Oversee the Company’s corporate governance program and Corporate Governance Principles; • Oversee (in conjunction with Audit Committee) the Company’s compliance program; and • |
CORPORATE GOVERNANCECorporate Governance
We have a long-standing commitment to good corporate governance practices. These practices come in many different forms and apply at all levels of our organization. They provide the Board and our senior management with a framework that defines responsibilities, sets high standards of professional and personal conduct and promotes compliance with our various financial, ethical, legal and other obligations and responsibilities.
Corporate Governance Principles
The Board has adopted Corporate Governance Principles that, along with the charters of the Board committees, provide the framework for our Board’s operation and governance. The Nominating Committee is responsible for overseeing and reviewing our Corporate Governance Principles at least annually and recommending any proposed changes to the Board for approval. The Corporate Governance Principles are available on our website atwww.harsco.com/about-us in the Corporate Governance section.
We have adopted a Code of Conduct applicable to our Directors, officers and employees worldwide. The Code of Conduct is issued in booklet form and an online training program facilitates new employee orientation and individual refresher training. Our Code of Conduct is produced in over 20 languages. The Code of Conduct, including amendments thereto or waivers thereof granted to a Director or executive officer, if any, can be viewed on our website atwww.harsco.com/about-us in the Corporate Governance section.
Stockholder and Interested Party Communications with Directors
The Board has established a formal process for stockholders and interested parties to communicate directly with theNon-Executive Chairman, Lead Director, thenon-management Directors or with any individual member of the Board. Stockholders and interested parties may contact any member of the Board by writing to the specific Board member in care of our Corporate Secretary at our Corporate Headquarters (350 Poplar Church Road, Camp Hill, PA 17011). Our Corporate Secretary will forward any such correspondence to the applicable Board member; provided, however, that any such correspondence that is considered by our Corporate Secretary to be improper for submission to the intended recipients will not be provided to such Directors. In addition, Board members, including theNon-Executive Chairman, Lead Director, can be contacted bye-mail atBoardofDirectors@harsco.com.
The Board has affirmatively determined that the following seven Directors are independent pursuant to the applicable independence requirements set forth in the NYSE Rules and by the SEC because they either have no relationship with the Company (other than as a Director and stockholder) or because any relationship they have with the Company is immaterial: Messrs. Earl, Everitt, Graham, GrowcockLonghi, Purvis and Widman and Ms. Eddy and Ms. La Roche.Haznedar. In making these independence determinations, the Board, in consultation with the Nominating Committee, reviewed the direct and indirect relationships between each Director and the Company and its subsidiaries, as well as the compensation and other payments each Director received from or made to the Company and its subsidiaries.
The Nominating Committee is responsible for overseeing the selection of qualified nominees to serve as members of the Board. Consistent with the Board diversity policy, in administering its oversight responsibilities, the Nominating Committee is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates, including women and minority candidates. Beyond those specific parameters, the Nominating Committee has not adopted formal selection procedures, but instead utilizes general guidelines that allow it to adjust the selection process to best satisfy the objectives established for any Director search. The Nominating Committee considers Director candidates recommended by any reasonable source, including current Directors, management and stockholders. In the case of Ms. Haznedar, the Nominating Committee
considered the recommendations of a third-party search firm. Pursuant to its charter, the Nominating Committee has the authority to retain search firms to assist it in identifying candidates to serve as Directors and to approve the fees and other retention terms of any such firms.
The Nominating Committee evaluates all Director candidates in the same manner, regardless of the source of the recommendation of such Director candidate.
The Nominating Committee will consider recommendations for Director candidates from stockholders if such recommendations are submitted in writing to:
Corporate Secretary
Harsco Corporation
350 PolarPoplar Church Road,
Camp Hill, PA 17011
Any such written recommendation from stockholders must set forth the following information:
The full legal name, address and telephone number of the stockholder recommending the Director candidate for consideration and whether that stockholder is acting on behalf of or in concert with other beneficial owners, and, if so, the same information with respect to them;
The number of shares held by the recommending stockholder as of a recent date and how long such shares have been held, or, if such shares are held in street name, reasonable evidence satisfactory to the Nominating Committee of such stockholder’s ownership of such shares as of a recent date;
The full legal name, address and telephone number of the proposed nominee for Director;
A reasonably detailed description of the proposed nominee’s background, experience and qualifications, financial literacy and expertise, as well as any other information required to be disclosed in the solicitation of proxies for election of directors pursuant to the rules of the SEC, and the reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our Directors;
Disclosure of any direct or indirect relationship (or arrangements or understandings) between the recommending stockholder and the proposed nominee (or any of their respective affiliates);
Disclosure of any direct or indirect relationship between the proposed nominee and the Company, any of our employees or Directors, any beneficial owner of more than 5% of our common stock, or any of their respective affiliates;
A written, signed and notarized acknowledgement from the proposed nominee consenting to such recommendation by the recommending stockholder, confirming that he or she will serve as a Director, if so elected, and consenting to our undertaking of an investigation into his or her background, experience and qualifications, any direct or indirect relationship with the recommending stockholder, the Company, our Directors or management or 5% stockholders, or interests in proposals or matters, and any other matter reasonably deemed relevant by the Nominating Committee to its considerations of such person as a potential Director candidate.
This information must be submitted as provided under the heading “STOCKHOLDER“STOCKHOLDER PROPOSALS AND NOMINATIONS FOR PRESENTATION AT 20182020 ANNUAL MEETING OF STOCKHOLDERS.STOCKHOLDERS.”
There were no material changes to the procedures relating to stockholder nominations during 2016,2018, and there have been no such changes to date in 2017.2019. The Nominating Committee believes that these procedural requirements are intended solely to ensure that it has a sufficient basis on which to assess potential Director candidates and are not intended to discourage or interfere with appropriate stockholder nominations. The Nominating Committee does not believe that any such requirements subject any stockholder or proposed nominee to any unreasonable burden. The Nominating Committee and the Board reserve the right to change the above procedural requirements from time to time and/or to waive some or all of the foregoing requirements with respect to certain nominees, but any such waiver shall not preclude the Nominating Committee from insisting upon compliance with any and all of the above requirements by any other recommending stockholder or proposed nominees.
NON-EMPLOYEENon-Employee DIRECTOR COMPENSATIONDirector Compensation
The general policy of our Board is that compensation fornon-employee Directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Nominating Committee annually reviews market data regarding comparable director compensation programs. This data is prepared by management and the independent compensation consultant utilizing several broad board compensation studies completed within one year of the Nominating Committee’s review.
As part of its efforts to reduce costs across the Company in recognition of market conditions, the Board, upon recommendation by the Nominating Committee, unanimously agreed to reduce Director compensation in 2016. Effective April 26, 2016 all cash amounts paid tonon-employee Directors for their service on the Board and its committees were reduced by 10%. The compensation structure fornon-employee Directors for 2016, after such reduction, were2018 was as follows:
Compensation Element | Current Program Value | |
Annual | $ | |
Non-Executive Chairman Premium (Annual):(1) | $ | |
Audit Committee Chair Retainer (Annual):(2) | $ | |
Audit Committee Member Retainer (Annual): | $ | |
MD&C Committee Chair Retainer (Annual):(2) | $ | |
MD&C Committee Member Retainer (Annual): | $ | |
Nominating Committee Chair Retainer (Annual):(2) | $ | |
Nominating Committee Member Retainer (Annual): | $ | |
Board and Committee Meeting Fee (Per Meeting) | (3) | |
Other Meetings | (3) | |
Telephonic Board Meeting Fee (Per Meeting) | (3) | |
Telephonic Committee Meeting Fee (Per Meeting) | (3) | |
Restricted Stock Unit Grant Value (Annual): | $ | |
Plan Participation | Deferred Compensation Plan |
(1) | TheNon-Executive Chairman |
(2) | Committee chair retainers are paid in lieu of, not in addition to, committee member retainers. |
(3) | For each Board or applicable committee meeting held in a given year in excess of twice the number of regularly scheduled meetings established at the beginning of such year, thenon-employee Directors will receive a per meeting fee equal to |
In addition to the above listed compensation, Directors are reimbursed for reasonable travel expenses related to attendance at Board or committee meetings.
Our Board has instituted a stockholding requirement for Board members equal to five times theirthe annual retainer. Board members have five years from the date they join the Board to comply with this requirement. Vested and unvested Restricted Stock Units (“RSUs”), as well as phantom shares acquired through deferral of Director fees (as described below), are included for purposes of determining compliance with Director stockholding requirements. At December 31, 2016,2018, all of ournon-employee Directors who had served for at least five years were in compliance with Director stockholding requirements.
Beginning in 2016, RSUs are granted under the new 2016Non-Employee Directors’ Long-Term Equity Compensation Plan (the “Director Plan”). Prior to 2016, RSUs were granted under the 1995Non-Employee Directors’ Stock Plan. Each RSU under the Director Plan vests at the close of business on the earlier of (i) the first anniversary of the grant date or (ii) the annual meeting of stockholders in the year immediately following the year of grant, subject to accelerated vesting in full if service as a Director terminates due to death, disability or under a
mandatory retirement policy, and subject to pro rata vesting in the event of termination of service in other circumstances. Each RSU will be settled by issuance of a share of our common stock. Dividend equivalents on the RSUs are not creditedpaid prior to vesting, but are creditedsettled thereafter.
The Deferred Compensation Plan forNon-Employee Directors allows eachnon-employee Director to defer all or a portion of his or her Director compensation, including RSU grant, until some future date selected by the Director. Pursuant to the Director’s election, the accumulated deferred compensation is held in either an interest-bearing account or a Company phantom share account. The interest-bearing deferred account accumulates notional interest on the account balance at a rate equal to the five-year United States Treasury Note yield rate in effect from time to time. Contributions to the phantom share account are recorded as notional shares of the Company’s Common Stock. Deferred amounts are credited to the Director’s account quarterly on the 15th of February, May, August and November. The number of phantom shares recorded is equal to the number of shares of Common Stock that the deferred compensation would have purchased at the market price of the stock on the day the account is credited. Dividend equivalents are earned on the phantom shares and are credited to the account as additional phantom shares. All phantom shares arenon-voting and payments out of the account are made solely in cash, based upon the market price of the Common Stock on the date of payment selected by the Director. Under certain circumstances, the accounts may be paid out early upon termination of directorship following a change in control.
Directors who are actively employed by us receive no additional compensation for serving as Directors, and we do not pay consulting or professional service fees to Directors.
20162018 Director Compensation
The table below details the compensation earned by ournon-employee Directors for 2016:2018:
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | Fees Earned ($) (1)
| Stock
| Total
| ||||||||||
James F. Earl | $78,500 | $109,998 | $0 | $0 | $188,498 |
| $88,125
|
| $119,993
| $208,118
| ||||||||
Kathy G. Eddy | $79,167 | $109,998 | $0 | $0 | $189,165 | $
| 85,312
|
| $119,993
| $205,305
| ||||||||
David C. Everitt | $158,667 | $109,998 | $0 | $0 | $268,665 |
| $165,750
|
| $119,993
| $285,743
| ||||||||
Stuart E. Graham | $73,000 | $109,998 | $0 | $0 | $182,998 | |||||||||||||
Terry D. Growcock | $76,167 | $109,998 | $0 | $0 | $186,165 | |||||||||||||
Henry W. Knueppel* | $27,500 | $0 | $0 | $0 | $27,500 | |||||||||||||
Elaine La Roche | $77,000 | $109,998 | $0 | $0 | $186,998 | |||||||||||||
James M. Loree* | $30,000 | $0 | $0 | $0 | $30,000 | |||||||||||||
Carolann I. Haznedar*
| $
| 20,625
|
| $60,171
| $80,796
| |||||||||||||
Stuart E. Graham+
|
| $23,042
|
| -0-
| $23,042
| |||||||||||||
Terry D. Growcock+
| $
| 23,762
|
| -0-
| $23,762
| |||||||||||||
Elaine La Roche#
|
| $46,053
|
| $119,993
| $166,046
| |||||||||||||
Mario Longhi
| $
| 80,438
|
| $119,993
| $200,431
| |||||||||||||
Ed Purvis, Jr.
|
| $72,000
|
| $119,993
| $191,993
| |||||||||||||
Phillip C. Widman | $81,500 | $109,998 | $0 | $0 | $191,498 | $
| 88,125
|
| $119,993
| $208,118
|
* | Ms. Haznedar was appointed to the Board on October 22, 2018. |
+ | Mr. Graham and |
# | Ms. La Roche resigned from the Board as of July 31, 2018. |
(1) | Includes fees associated with chairing or sitting on a Board committee as well as fees relating to Board and committee |
(2) | The amounts shown in this column represent the aggregate grant date fair value of the RSUs granted to eachnon-employee Director in |
As of December 31, 2018,non-employee Directors held the following RSUs: Mr. Earl, 22,786; Ms. Eddy, 45,276; Mr. Everitt, 28,450; Ms. Haznedar 2,444; Mr. Longhi, 5,911; Mr. Purvis 7,036; and Mr. Widman, 17,122.
SHARE OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERSShare Ownership of Directors, Management and Certain Beneficial Owners
The following table sets forth information with respect to the beneficial ownership of our outstanding voting securities, stock options and other stock equivalents by: (1) our Chairman, President & CEO, our CFO, and the other three current executive officers named in the 20162018 Summary Compensation Table, whom we refer to collectively as our NEOs; (2) each Director and Director candidate; (3) all current Directors and executive officers as a group; and (4) certain beneficial owners of more than 5% of our Common Stock. All of our outstanding voting securities are Common Stock.
Beneficial ownership information in the table is as of March 1, 2017,February 26, 2019, except the number of shares beneficially owned by beneficial owners of more than 5% of the Common Stock which is as of the dates stated in footnotes (4)(3) and (5)(4) to the table (percentages are calculated assuming continued beneficial ownership at March 1, 2017)February 26, 2019).
Number of Shares Beneficially Owned(1) | Percent of Class | Number of Exercisable Options(2) | Number of Other Stock Equivalents(3) | Number of Shares Beneficially Owned (1)
| Percent of Class
| Number of Other Stock
| ||||||||||||||||
Named Executive Officers | ||||||||||||||||||||||
F. N. Grasberger III | 201,341 | * | - | 860,483 |
691,402
| * | 406,716 | |||||||||||||||
P. F. Minan | 35,776 | * | - | 239,526 |
185,241
| * | 116,316 | |||||||||||||||
T. L. McKenzie | - | * | - | 123,631 |
61,472
| * | 61,824 | |||||||||||||||
R. C. Hochman | 851 | * | - | 101,133 |
64,782
| * | 62,681 | |||||||||||||||
S. H. Gerson | 63,434 | * | 35,000 | 119,695 | ||||||||||||||||||
J. S. Gill
|
32,659
| * | 49,162 | |||||||||||||||||||
Directors and Director Candidates who are not Named Executive Officers | Directors and Director Candidates who are not Named Executive Officers |
|
Directors and Director Candidates who are not Named Executive Officers
| |||||||||||||||||||
J. F. Earl | 32,589 | * | - | - |
46,529
| * | - | |||||||||||||||
K. G. Eddy | 58,349 | * | - | - |
64,260
| * | 8,029 | |||||||||||||||
D.C. Everitt | 65,924 | * | - | - | ||||||||||||||||||
S. E. Graham | 50,092 | * | - | - | ||||||||||||||||||
T. D. Growcock | 48,686 | * | - | 789 | ||||||||||||||||||
E. La Roche | 26,925 | * | - | - | ||||||||||||||||||
D. C. Everitt
|
79,865
| * | - | |||||||||||||||||||
C. I. Haznedar
|
2,444
| * | - | |||||||||||||||||||
M. Longhi
|
8,369
| * | - | |||||||||||||||||||
E. M. Purvis, Jr.
|
7,036
| * | - | |||||||||||||||||||
P. C. Widman | 26,925 | * | - | - |
40,865
| * | - | |||||||||||||||
All current Directors and executive officers as a group (13 persons in total, including those listed above) | 610,892 | * | 35,000 | 1,485,991 | ||||||||||||||||||
All current Directors and
|
1,314,373 | 1.64% | 768,666 | |||||||||||||||||||
More than 5% Beneficial Owners |
More than 5% Beneficial Owners
| |||||||||||||||||||||
BlackRock, Inc. 55 East 52 nd Street New York, NY 10055(4) | 9,112,206 | 11.36% | ||||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(5) | 6,796,147 | 8.48% | ||||||||||||||||||||
BlackRock, Inc. (3) East 52nd Street New York, NY 10055
| 11,465,982 | 14.32% | - | |||||||||||||||||||
The Vanguard Group (4) 100 Vanguard Blvd. Malvern, PA 19355
| 11,213,154 | 14.00% | - |
* Less than one percent.
* | Less than one percent. |
(1) | Includes securities that are exercisable, or vest, within 60 days. |
(2) | Includes, for executive officers, unvested RSUs, PSUs (stated at target), and SARs (stated on a gross basis). |
(3) | The information for BlackRock, Inc. is derived from a Schedule 13G/A filing by such entity with the SEC on January |
(4) | The information for The Vanguard Group is derived from a Schedule 13G/A filing by such entity with the SEC on February |
Except as otherwise stated, each individual or entity has sole voting and investment power over the shares set forth opposite his, her or its name. None of the Directors, Director candidates or executive officers individually beneficially owned 1% or more of our Common Stock, and our current Directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock.
REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee
The Audit Committee is currently composed of four Directors, each of whom is considered independent under the rules of the NYSE and the SEC. The Board has determined that each of Ms. La Roche, Ms. Eddy Mr. Growcock and Mr. Widman qualifies as an “audit committee financial expert” as that term is defined under the rules promulgated by the SEC.
The Audit Committee operates pursuant to a written charter that complies with the guidelines established by the NYSE.
The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management,
our independent auditors and our internal auditors following each Audit Committee meeting and as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss our Annual Report on Form10-K and quarterly reports on FormForm 10-Q prior to their being filed with the SEC, and also meets with management and our independent auditors to review and discuss our quarterly earnings prior to their release.
The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor our financial record keeping and controls, management is ultimately responsible for our financial reporting process, including our system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of our financial statements and issuing a report thereon.
The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for the year ended December 31, 20162018 and related periods. These discussions focused on the quality, not just the acceptability, of the accounting principles used by us, key accounting policies followed in the preparation of the financial statements and the reasonableness of significant judgments made by management in the preparation of the financial statements and alternatives that may be available.
In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed pursuant to Statement on Auditing Standards No. 16,1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has also received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.
Based on the review and discussions referred to above, the Audit Committee’s review of the representations of management and the report of the independent auditors, the Audit Committee recommended to the Board that the audited financial statements be included (and the Board approved such inclusion) in our Annual Report on Form10-K for the fiscal year ended December 31, 20162018 for filing with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE:
P. C. Widman, Chairman
K. G. Eddy
T. D. GrowcockC. I. Haznedar
E. La RocheM. Longhi
FEES BILLED BY THE INDEPENDENT AUDITORS FOR AUDIT ANDFees Billed By the Independent Auditors for Audit andNON-AUDITNon-Audit SERVICESServices
The following table sets forth the amount of audit fees, audit-related fees, tax fees and all other fees billed or expected to be billed by PricewaterhouseCoopers LLP, our principal auditor for the fiscal years ended December 31, 20162018 and December 31, 2015.2017.
Amount 2016 | Amount 2015 | |||
Audit Fees(1) | $3,355,200 | $3,705,300 | ||
Audit-Related Fees(2) | $1,906,991 | $529,197 | ||
Tax Fees(3) | $641,760 | $850,535 | ||
All Other Fees(4) | $5,400 | $5,735 | ||
Total Fees | $5,909,351 | $5,090,767 |
2018
| 2017
| |||
Audit Fees (1) | $5,536,075 | $4,157,600 | ||
Audit-Related Fees (2) | $120,765 | $545,100 | ||
Tax Fees (3) | $298,247 | $133,586 | ||
All Other Fees (4) | $9,208 | $23,524 | ||
Total Fees | $5,964,295 | $4,859,810 |
(1) | The 2018 figure includes fees related to the integrated audit of the consolidated financial statements and internal controls over financial reporting as well as statutory audits and quarterly reviews. |
(2) | The 2018 figure includes fees primarily related to accounting consultations with respect to the |
(3) | The 2018 figure includes fees related to income tax services other than those directly related to the audit of the income tax accrual, such as tax compliance and tax planning initiatives, including Treasury planning. |
(4) | The |
The Audit Committee has considered the possible effect ofnon-audit services on the auditors’ independence andpre-approved the type ofnon-audit services that were rendered. The Audit Committee has adopted a policy authorizing thepre-approval of certain audit,non-audit and tax services (and related fees) to be provided by the independent auditors. The services to be provided are to be reviewed with the Audit Committee and approval is given for a specific dollar amount and for a period of not greater than 12 months. Services that are notpre-approved in this manner must bepre-approved on acase-by-case basis throughout the year. Additionally, if thepre-approved fee is exceeded, the Audit Committee must be advised of such overruns. In making its decision regarding the approval of services, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the independent auditor is best positioned to provide such services and whether the services might enhance the Company’s ability to manage or control risk or improve audit quality. No services were provided during the last two fiscal years pursuant to the de minimis safe harbor exception from thepre-approval requirements.
All of the servicesfees included in the table above werepre-approved by the Audit Committee.
PROPOSALProposal 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSRatification of Appointment of Independent Auditors
The Audit Committee has appointed PricewaterhouseCoopers LLP as independent auditors to audit our financial statements for the fiscal year ending December 31, 2017.2019. Although not required to do so, the Board has determined to submit the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors to stockholders for ratification as a matter of good corporate governance. In the absence of contrary direction from stockholders, all proxies that are submitted will be voted in favor of the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors.
If this proposal is not ratified by at least a majority of the shares of our outstanding common stock present in person or by proxy and entitled to vote on matters at the Annual Meeting, the appointment of the independent auditors will be reevaluated by the Audit Committee. Due to the difficulty and expense of making any substitution of auditors, it is unlikely that their appointment for the audit of the financial statements for the fiscal year ending December 31, 20172019 would be changed. However, the Audit Committee may review whether to seek new independent auditors for the fiscal year ending December 31, 2018.2020.
A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting, with the opportunity to make a statement and answer questions of stockholders.
Required Vote: The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors will be approved if it receives the approval of at least a majority of the shares represented at the Annual Meeting.
The Board recommends that stockholders vote “FOR” the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017.2019.
COMPENSATION DISCUSSIONCompensation Discussion & ANALYSISAnalysis
In this Compensation Discussion & Analysis (“CD&A”) provides information regarding our executive compensation guiding principles,, we review the objectives and elements of ourHarsco’s executive compensation program and discuss the factors that2018 compensation earned by our named executive officers (“NEOs”).
Our NEOs for fiscal 2018 were considered in making compensation decisions for our NEOs in 2016. Our MD&C Committee is responsible for establishing our executive compensation program, including components underlying the philosophy and related policies. The MD&C Committee is charged with aligning the Company’s performance – and resulting impact on stockholder interests – with the compensation actions approved both for our NEOs and for the broader Harsco employee population.as follows:
F. Nicholas Grasberger III Chairman, President & Chief Executive Officer (“CEO”) (1) | Peter F. Minan Senior Vice President & Chief Financial Officer (“CFO”) | |||||||
Russell C. Hochman Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary | Tracey L. McKenzie Senior Vice President & Chief Human Resources Officer (“CHRO”) | |||||||
Jeswant S. Gill Senior Vice President & Group President, Harsco Rail | ||||||||
(1) | On October 22, 2018, the Board of Directors elected Mr. Grasberger to Chairman of the Board of Directors of the Company. |
EXECUTIVE SUMMARYExecutive Summary
Business Highlights and Approach to Executive Compensation: Summary of Achievements
Harsco managementDuring 2018, the Company continued to execute strategiesdeliver on its long-term strategy of generating financial returns in 2016 to transform Harsco into a more balanced portfolio company with a strengthened financial profile that generates capital returns aboveexcess of the cost of capital. Progresscapital and maintaining a strong financial profile. Harsco management successfully executed several initiatives to further strengthen and grow its existing businesses by exceeding its 2018 Annual Operating Plan goals and achieving other key business objectives.
In particular, the Company also accelerated its growth-focused investments in 2018 with Metal & Minerals’ (“M&M”) acquisition of the Altek Group, a high-growth company that provides global innovative environmental solutions to the aluminum industry. This acquisition expands the breadth our service capabilities into aluminum dross and scrap processing as well as providing breakthrough technology solutions aimed at providing value to our customers’ waste streams. Success in delivering against these objectives is illustrated by the increases we madeour strategic initiatives, along with a more favorable economic climate, resulted in the outlook forstrong 2018 financial performance and notable year-over-year improvements of key performance indicators and the year-over-year improvement in certain of these variables during 2016, despite volatile and more challenging market trends within our businesses.
Our Metals & Minerals (“M&M”KPIs”) business unit began reflecting the financial benefits of the transformative actions taken since 2013. M&M’s adjusted operating margin in 2016 stabilized at its highest level in over a decade due to efficiency gains and an improved mix on service contracts. Capital efficiency has also strengthened in M&M driving annual cash flow well above the levels realized in recent years. These gains were made despite weaker market conditions than experienced in 2015. Meanwhile, our Industrial and Rail business units demonstrated resilience at the bottom of their business cycles. Each unit initiated meaningful cost reductions and executed other improvements that enabled these businesses to maintain strong margins and solid free cash flow despite a decline in revenues. During 2016, Rail reported a $45 million forward loss provision on its outstanding contracts with SBB, the federal railway system in Switzerland. We subsequently made a number of functional and process changes within Rail to allow for more effective execution against these contracts and have since made considerable progress in developing highly-advanced equipment for this customer.
Harsco’s stated 2016 objectives included achieving the approved 2016 Annual Operating Plan, strengthening the M&M business unit by completing the final phase of Project Orion, executing cost reductions in Industrial and Rail to manage through unfavorable economic pressures and positioning these business units for longer-term growth, and reducing our financial leverage through a disciplined focus on free cash flow and select asset sales. The Company made significant progress towards these priorities, which are reflected in our 2016 financial results and improved share price. Overall, the Board and Harsco’s executive team were satisfied with the strategic and operational progress within the underlying businesses and remain confident in the key strategic initiatives of the Company..
A more extensive listsummary of ourHarsco’s key 2018 accomplishments are notedis highlighted below:
Harsco Consolidated
✓ | Exceeded our Annual Operating Plan and the financial goals and guidance provided to investors at the beginning of the year for 2018 KPIs, including operating income, free cash flow and return on invested capital (“ROIC”). |
✓ | Realized revenue growth of 7% and operating income improvement of 31%, with each business segment contributing to these increases and realizing double-digit margins for the second consecutive year. |
✓ | Generated $192 million of Cash from Operating Activities. |
✓ | Increased growth capital spending by 86% in 2018 compared with 2017. |
✓ | Repriced $545 million term loan B facility, realizing a75-basis point or $4 million improvement in annual interest costs on top of the200-basis point or $11 million improvement realized in 2017. Also increased the amount of revolving credit commitments by $100 million to $500 million and reduced leverage ratio from 1.9x to 1.7x. |
✓ | Harsco’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $75 million of its common stock, which indicates business confidence and financial flexibility. Under this program, Harsco repurchased approximately 1.3 million shares ($30 million) during 2018. |
Each of our businesses demonstrated considerable progressbusiness segments executed successfully against their operating objectives andstated strategy, which contributed positively to the Company’simprovements realized by Harsco, including:
Metals & Minerals – Continued its third year of strong financial performance and executed its growth strategies as a global environmental solutions provider – in particular, the acquisition of the Altek Group provides a significant environmental growth platform within the aluminum industry.
Industrial – Realized improvement in various performance indicators (described in the table below), while launching new product innovations and further penetrating target markets as capital spending by U.S. customers increased.
Rail – Generated strong financial results by growing revenue in short-cycle products and obtaining operating efficiencies. Invested in both research and development on new product technologies and commercial resources to enhance business growth in the coming years.
Financial and operational successes in 2016. Additionally, the development of an active and lean Corporate team remains a core strategy and a 41% decline in Corporate costs, excluding M&M separation costs, supported overall performance during the year. Achievements and other notable activities across ourfor each business unitsunit are summarized in the table below:
Metals & Minerals | Industrial | Rail | ||||
• • Operating income increased 18% and operating margin increased by
•
• • Continued to improve our customers’ environmental performance. | • Revenues increased 25%, with topline growth realized in each of the three major business segments. • Operating • Backlogs increased 145% compared withyear-end 2017. • Gained market share in downstream market forair-cooled heat exchangers. • Launched first instantaneous water heater product for the commercial market. • Further penetrated the stainless-steel commercial boiler market, with product sales growth of 8 percent. | • Increased
•
|
• Realized
•
|
The full extent of our progress in 2016 continues to be impacted by the economic pressureThrough product and these same factors continue to influence our 2017service innovation, returns earned on growth-focused investments, sound financial outlook. We have taken,management and will continue to take, proactive steps to withstand these economic pressures,delivering relevant and we maintain an overall positive outlook. The Company is currently positioned to benefit from improved market conditions in key end markets. Lastly, we remain committedsustainable value to our strategy and are confident our continued efforts will deliver improved capital returns and create valuecustomers, the outlook for our shareholders over time.each of Harsco’s business units remains positive for 2019.
Strategic Options Being Explored for Metals & Minerals
In 2015, the Board announced its intent to pursue strategic options for the separation of the Company’s M&M business from the Industrial and Rail businesses. At that time, the Company engaged a financial advisor, Goldman, Sachs & Co., to help evaluate all separation options for M&M, including but not limited to a potential sale ortax-free spinoff. We and the Board continue to evaluate options.
Our executive compensation program’s primary objective is aligning our executive’s pay with the interests of our stockholders. The program is also designed to reward short-and long-term financial, strategic and operational business results, while facilitating the Company’s need to attract, motivate, develop and retain highly-qualified executives who are critical to our long-term success.
Advisory Vote on Named Executive Officer Compensation
StockholdersAt our 2018 Annual Meeting, stockholders voted strongly in support of Harsco’s executiveNEO compensation program in 2016programs with approximately 96%95% of votes cast in support of the Harsco’ssay-on-pay proposal.
We continue to engage our stockholders on various issues through an extensive and thoughtful investor relations program. During this engagement, stockholders have an opportunity to provide feedback on a variety of topics, including executive compensation. The Company’s outreach via investor conferences, roadshows, and other means has increased and we have received strong favorable support from our stockholders the past few years. The MD&C Committee considers stockholders’ viewpoints in the development and approval of all compensation policies and practices at Harsco.
Program Governance Highlights
We strive to maintain a program that is consistent with market best practices, supportive of our business structure, and aligned with our stockholders’ expectations. The table below presents our compensation governance practices and polices:
What We Do | What We Don’t Do | |||||
✓ | Tie a significant amount of executive pay to Company performance; | × | Do not enter into employment contracts with our executives; | |||
✓ | Reward for business unit, corporate, and individual performance; | × | Nore-pricing of outstanding stock options and Stock Appreciation Rights (“SARs”); | |||
✓ | Deliver pay that is aligned with performance (below target for weak years and above target for strong years) | × | No extravagant benefits or perquisites provided to executives; | |||
✓ | Maintain a clawback policy in the event of a material financial restatement which impacts incentives; | × | No taxgross-ups except for relocation; | |||
✓ | Prohibit hedging and short sales; | × | No single trigger severance payments or equity acceleration on new awards; | |||
✓ | Utilize an independent compensation advisor and review performance and independence annually; | × | No dividends paid on unearned Performance Share Units (“PSUs”); | |||
✓ | Conduct an annual risk review and make program changes as necessary; | × | No PSU payout earned above target when the company’s Total Stockholder Return (“TSR”) is negative; and | |||
✓ | Require a “double trigger” for severance payments upon a change in control; and | × | No pledging of shares allowed by executives and non- employee Directors. | |||
✓ | Maintain stock ownership guidelines. |
Changes for 2018
In 2016,2018, the MD&C Committee management, and their external compensation advisorsmanagement partnered closely to adopt the following changes to the Company’s pay program:
Component | Change Details | Rationale for Change | ||
| The | |||
| The | The MD&C Committee made these changes in consideration of each NEO’s compensation as compared to market practices, additional responsibilities assumed by the executives and their individual performance. | ||
2018 PSU Design | Effective with the 2018 grant, the PSU payout will be capped at 100% (“ Additionally, the CEO’s mix of PSUs as a percent of his LTIP award was increased from | The
| ||
|
Incentive Plan Results
For 2016, results2018, all three business units earned an annual incentive payout based on their financial performance as compared against the approved Business Unit Contribution (“BUC”) annual incentive metric were varied, with both M&Mtargets. Harsco BUC consists of two distinct and separate components: 1) operating income (excluding the Industrial business units earning payouts based on their financial performance while an underperformance in our Rail business unit resulted in no payout.effect of certain special items as determined by the MD&C Committee) minus; 2) a fixed cost of capital rate applied to planned controllable net assets deployed. Upon consolidation of each business unit’s results including Corporate charges, Harsco Consolidated earned aan above target payout. The payout factors achieved related to the results achievedHarsco Consolidated and each of three business units are noted below.
Consolidated/Business Unit | Payout Factor | |
Harsco Consolidated | ||
Harsco M&M | ||
Harsco Rail | ||
Harsco Industrial |
The resulting payouts from the Annual Incentive Plan (“AIP”) along with the base salary earned andplus the long-term incentives granted in 20162018 for the NEOs are presented in the table below.
Fiscal Year 2018 Actual Compensation Awarded | ||||||||||||||||||||
Executive | Fiscal Year 2016 Actual Compensation Awarded | Base Salary Earned | Non-Equity Incentive | Long-Term Incentive Award Value Granted | Total Direct Compensation(1) | |||||||||||||||
Base Salary Earned | Non-Equity Incentive Earned | Long-Term Incentive Award Value Granted | Total Direct Compensation(1) | |||||||||||||||||
F. Nicholas Grasberger III | $825,000 | $680,625 | $2,497,392 | $4,003,017 | $877,538 | $1,323,770 | $3,407,985 | $5,609,293 | ||||||||||||
Peter F. Minan | $490,000 | $275,625 | $741,650 | $1,507,275 | $514,542 | $529,010 | $881,451 | $1,925,003 | ||||||||||||
Russell C. Hochman | $365,000 | $177,938 | $368,303 | $911,241 | $391,583 | $349,143 | $547,191 | $1,287,917 | ||||||||||||
Tracey L. McKenzie | $360,000 | $175,500 | $363,258 | $898,758 | $389,780 | $347,632 | $539,707 | $1,277,119 | ||||||||||||
Scott H. Gerson | $330,000 | $165,825 | $332,984 | $828,809 | ||||||||||||||||
Jeswant S. Gill | $356,825 | $334,725 | $468,689 | $1,160,239 |
(1) | Total Direct Compensation is equal to the sum of base salary earned, AIP earned for |
It is important to note that long-termLong-term incentives were granted in MayMarch of 2016 and2018 are considered by the MD&C Committee to be a pay opportunity with the realizable value fully dependent on Harsco’s future share price performance. The CEO’s long-term incentives consist of 40% PSUs, 30% SARs and 30% Restricted Stock Units (“RSUs”). For all other NEOs, long-term incentives consist ofone-third PSUs, SARs RSUs and PSUs.RSUs.
The Company granted performance share unitsPSUs in 20142016 with vesting conditioned generally on Harsco’s TSR performance relative to the S&P 400600 Industrial Index for the3-year three-year period from 20142016 through 2016.2018. Harsco’s TSR for the performance period was at the 6th96th percentile of the index, below the threshold performance level, resulting in no shares being earned from the 2014 grant.a payout of 200% of target.
Payout Factor | ||
Relative TSR versus S&P |
We strive to maintain a program that is consistent with market best practices, supportive of our business structure, and aligned with our stockholder’s expectations. The table below presents a list of components of our executive compensation program that are aligned with market best practices.
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Discussion and Analysis of Chief Executive Officer Pay
We believe our executive compensation program strikes an appropriate balance between our ability to attract, motivate, develop, and retain highly qualified leaders and aligning our executives’ interests with the long-term interests of our stockholders. As such, the majority of executive compensation is structured to be delivered through equity compensation thereby aligning the realized value of awards with stockholders.
Pay Opportunity versus Realized Pay
On an annual basis, the MD&C Committee approves a targeted pay opportunity through approval of the target AIP level and the grant value of long-term incentive awards for the year. However, the potential real value of these awards is highly dependent on: (1) Harsco’s operating performance (as defined by BUC) for the cash AIP award; (2) Harsco’s share price and relative TSR performance for the long-term incentive compensation; and (3) satisfaction of the service obligation in the vesting of schedules of the long-term incentives.
As a large majority of pay opportunity represents potential pay that could be realized in future years, we also look at realized pay for each full year as CEO. As illustrated below, while Mr. Grasberger’s pay opportunity is established to be competitive with median market levels, his realized pay varies based on Harsco’s stock price performance, equity vesting and incentive payouts. Due to a combination of below target AIP payouts, no PSUs earned, no SARs exercised and limited RSUs vesting, Mr. Grasberger’s realized pay was 29% of the pay opportunity granted over the same time period.
2016 Pay Opportunity:Base salary earned + target AIP + grant date fair value of long-term incentive awards.
Realized Value:Base salary earned + actual AIP paid + value of equity vested or exercised in 2016.
Pay Opportunity versus Realizable Pay
In addition to pay opportunity and realized pay, a third perspective that the Committee considers is realizable pay. Realizable pay considers cash compensation actually received and the “intrinsic” value of equity based on current share prices andin-cycle PSU vesting levels.
For both years, realizable cash compensation was below cash compensation opportunity due to a 75% AIP payout for 2016 and 0% AIP payout for 2015. The “intrinsic” value of equity awards granted in 2016 has increased in value due to the estimated performance payout for the 2016 PSU grant, making the point in time value of the unvested equity greater than the value at the grant date. Conversely, the “intrinsic” value of equity awards granted in 2015 are below the grant value awarded due to a decrease in the share price from time of grant. Mr. Grasberger’s realizable pay is 116% of the pay opportunity granted for the 2015-2016 period.
It is important to note that the “intrinsic” value of equity awards is based on share price performance and relative TSR performance of unvested awards and incomplete performance cycles. The actual realized value will continue to be determined by the future share price performance of the Company through the vesting periods.
Realizable Pay:Base salary earned + actual AIP paid + intrinsic value of PSUs at the currently projected vesting level + the intrinsic value of RSUs and SARs. Intrinsic values were established as of December 31, 2016 using a $13.60 share price for Harsco.
PSU TSR Performance Assumptions:2016 realizable pay assumes a 200% PSU payout based on the 2016 TSR relative to the S&P 600 Industrial Index. 2015 realizable pay assumes a 0% PSU payout based on the 2015 to 2016 TSR relative to the S&P 400 Index.
Realizable Pay versus the Peer Group
When we look at the last three years of realizable pay for Mr. Grasberger, there is strong alignment between Harsco’s total stockholder return and the CEO’s realizable pay. Harsco’s total shareholder return and Mr. Grasberger’s realizable pay for 2014 through 2016 are aligned as both are in the lower quartile when compared to our compensation peer group.
2016 NEOs and Executive Transition
This year we managed a key business transition by moving the executive team directly into the daily operations of our Rail business unit following the resignation of the Group President and subsequent search for a replacement. This executive oversight provided the stability and strategic direction necessary to support our 2016 stated goals.
As a result of an executive transition in fiscal 2016, and pursuant to the disclosure requirements contained in the Securities and Exchange Commission’s (“SEC”) rules, this year’s NEO list includes one individual who is no longer employed by the Company. Our NEOs for fiscal 2016 are as follows:
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For 2016, the CD&A and the related compensation tables and narratives cover six NEOs and disclose a variety of compensation decisions and actions, some of which were made specifically in reaction to these transition events. Details about the specific arrangements made with our NEOs can be found in the “Employment Arrangements with NEOs” and “Potential Payments upon Change in Control and Other Potential Post-Employment Payments” sections on pages 58 and 59.
DISCUSSION AND ANALYSIS OF 2016 COMPENSATION
Compensation Guiding Principles
The Company has a set of principles that guide our compensation program design with the core assumption that executive compensation is a highly effective business tool when designed, communicated and administered properly. These principles, listed below, strongly influenced our executive compensation decisions and the implementation of our 2016 program. The objectives set forth by the MD&C Committee and management team will help ensure that all future Company compensation programs will be designed according to our guiding principles.for fiscal 2018.
Guiding | How We Employ | |
Promote a |
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Provide Market-Competitive Rewards |
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Allow Flexibility within a Common Framework |
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Adhere to a Clear Governance Model |
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Be Well Communicated |
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Further aligning with our Guiding Principles, the MD&C Committee maintains a clear set of goals for designing and implementing our pay program.
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Response to PreviousSay-on-Pay Advisory VotingTalent Management Strategy
AtIntegral with our 2016 annual meeting, stockholders voted strongly in support of Harsco’s executive compensation programs with 96% of votes cast in support ofguiding principles is our talent management strategy developed by management and supported by both the program. This was an improvement over the 92% support level obtained in 2015.
We believe the continued support demonstrates our commitment to attain the highest levels of stockholder support for our executive compensation program as stockholder input is respected. After strong favorable support from last year, a formal outreach program on compensation was not conducted. Stockholders were engaged on various other issues throughout 2016 at which time stockholders had the opportunity to provide feedback on a variety of topics if they so wished. TheCompany’s MD&C Committee considers stockholder’s viewpoints inand the developmentBoard of Directors. Delivering our strategic goals and approval ofdriving positive stockholder return requires a strong focus on attracting and retaining a talented senior management team.
Annually, an organizational leadership review is performed, which assesses the critical organizational capabilities required to execute the Company’s strategy, executive team performance, succession depth, and retention risk across all compensation policies and practices at Harsco.
Key Changes Implemented in 2016
In 2016,critical executive leadership positions. Feedback is sought from both the MD&C Committee management, and their external compensation advisor partnered closely to adopt the following changes toBoard of Directors. In addition, Board members are involved in the Company’s pay program:selection process for our NEOs.
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Overview of 20162018 Compensation Decisions and Actions
Applying our principles and stated compensation practices, the MD&C Committee reviewed each NEO’s compensation package individually with the objective of supporting our business strategies, ensuring market competitiveness, promotingproviding incentives to motivate and retention ofretain our key executives, and underpinning our succession planning process.
President & CEOElements of 2018 NEO Compensation Program
For 2016,The key elements of our 2018 NEO compensation program are described in the following table:
Element | Description | |
Base Salary | • Annual stable source of income (fixed compensation) based on competitive market data. | |
Annual Incentive (AIP Awards) | • Variable, performance-based annual cash payment linked to and focused on financial and strategic short-term goals. | |
Long-Term Incentive (LTIP Awards) | • Variable, performance- and time-based annual award grant comprised of a mix of equity vehicles, including PSUs, SARs and RSUs. • Realizable compensation based upon the intrinsic value of the Company’s stock price performance. | |
Perquisites and Personal Benefits | • Limitednon-cash compensation designed to attract and retain NEOs and provide a competitive compensation opportunity. | |
Retirement Benefits | • Defined contribution plans and pension plan benefits similar in form to benefits available to our other employees. • Supplemental contributions available above Internal Revenue Code limits do not exceed amounts contributed below Internal Revenue Code limits. | |
Post-Employment Payments | • Contingent in nature and generally payable only if an NEO’s employment is terminated as specified under the terms of various plans and arrangements. |
Target Total Compensation Mix
As reflected in the following charts, the MD&C Committee held Mr. Grasberger’sapproved a significant amount of each NEO’s target total target direct compensation constant dueopportunity in the form of variable, rather than fixed, compensation for 2018. These results exclude retirement benefits and post-employment payments referred to in the challenging macroeconomic environment facing the Company and the below target financial performance achieved in 2015. The CEO’s annual base salary and target incentive levels are provided below:above table.
Fiscal Year | Base Salary | AIP Target (as a % of base salary) | LTIP Target (as a % of base salary) | |||
2016 | $825,000 | 110% | 300% | |||
2015 | $825,000 | 110% | 300% |
Other NEOs including Executive Transition
2018 Target Compensation Mix Chief Executive Officer | 2018 Target Compensation Mix Average of Other NEOs | |
No other NEOs received any changes to base salary, short-term or long-term target incentives in 2016.
We entered into a separation agreement in connection with the departure of Mr. Jacoby on August 16, 2016, the terms of which are described in detail under the heading “Potential Payments upon Change in Control and Other Potential Post-Employment Payments.”
Determining 2016 NEO Compensation Decision-Making Framework
General Process
Executive compensation decisions at the Company are the product of several factors, in each case subject to modification by the MD&C Committee as it may deem necessary in its discretion, and also dependent upon whether the decisions are made in the normal pay setting cycle or under special circumstances for a newly appointed or hired executive. For 2016,2018, the predominant factors influencing pay determinations for our NEOs who were serving as officers at the beginning of the year included:
Performance against the BUC performance metric;target;
Strategic initiatives, meeting our goals as outlinedincluding creating and implementing a growth strategy in our Project Orion improvement plan to boost the financialM&M business unit; driving growth in the Industrial business unit; executing cost and operational performance of M&M,improvements in the Rail business unit; and further improving free cash flow and ROIC, improving Harsco’sthe balance sheet position and growth within the Rail and Industrial businesses;position;
Achievement of specific operational goals relating to the sphere of influence of the applicable NEO; and
Market competitive compensation levels reflected in survey data and peer group data as described in more detail below.
Role ofBelow are the roles for the MD&C Committee, the Chairman, President & CEO, and the Compensation Consultants regarding the Compensation Decision-Making process.
For 2016, allRoles
MD&C Committee
All members of the MD&C Committee were independent Directors, enabling them to be objective representatives for our stockholders. The MD&C Committee oversaw the design and development of our 20162018 NEO compensation program and determined CEOour CEO’s compensation consistent with the overall objectives of the program, as described above. Theprogram. In addition, the MD&C Committee also approved all incentive compensation plans and approved or revised recommendations made by the Chairman, President & CEO for compensation decisions affecting any of the other NEOs.
Role of theChairman, President & CEO
Our Chairman, President & CEO, assisted by our Human Resources department, was responsible for the implementation and administration ofadministered the executive compensation program during 2016. Prior to and during 2016,as delegated by the MD&C Committee. Mr. Grasberger met with the MD&C Committee and, compensation advisorin consultation with the Compensation Consultant, made recommendations related to consider and recommend the overall structure for our NEO compensation program, to set and evaluate 2016evaluated 2018 AIP metrics and to makemade specific recommendations regarding the form and amount of compensation opportunities for the other NEOs. The final
Final decisions regarding the NEO’sNEO compensation were, however,are always made by the MD&C Committee. TheCommittee, and the Chairman, President & CEO does not play any role with respect to any matter affecting his own compensation.
Role ofIndependent Compensation Consultants
IndependentOur MD&C Committee Consultant
has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. At least annually, the MD&C Committee formally conducts an evaluation as to the effectiveness of the independent compensation consultant and periodically runs a request for proposal process to ensure the independent compensation consultant is meeting its needs. For 2016,2018, our MD&C Committee engaged Pay Governance to provideLLC through February and then engaged Pearl Meyer through the remainder of the year. Pearl Meyer was selected as the independent counsel and advice to the MD&C Committee. Pay Governance provided the following services toconsultant after an extensive review process conducted by the MD&C Committee based on clearly stated selection criteria including applicable expertise within our industry segment, reputation, and application of compensation philosophy with the MD&C Committee and the Company’s management team.
The following services were provided by the Independent Compensation Consultants in 2016:2018:
Consultant | Description of Services Provided | |
Pay Governance | • Review and recommendation regarding the compensation peer group for use in 2018; • Annual competitive market assessment and recommendations for 2018 pay decisions; • Review, design and recommendations for the 2018 short-and long-term incentive plans; and • Support in drafting the CD&A of the 2018 Proxy Statement. | |
Pearl Meyer | • Updates on trends and developments in executive compensation; • Conducted a risk assessment of the Company’s executive incentive plans; • Review and recommendation regarding the compensation peer group for use in 2019; • Annual competitive market assessment and recommendations for 2019 pay decisions; • Review, design and recommendations for the 2019 short-and long-term incentive plans; • Support in drafting the CD&A of the 2019 Proxy Statement; and • Other ad hoc requests related to executive compensation market practices. |
At the MD&C Committee’s direction during 2016,2018, management provided all MD&C Committee materials to the independent consultant and discussed such materials and any recommendations relating thereto with the consultant in advance of each MD&C Committee meeting. Pay GovernancePearl Meyer considered and discussed the information with the MD&C Committee chairperson, specifically identifying any issues or concerns. The MD&C Committee considered Pay Governance’sPearl Meyer’s input as part of its decision-making process.
Pay Governance also provided consulting related to thenon-employee Director compensation directly to the Nominating and Governance Committee.
Independence Assessment: No Compensation Consultant Conflicts of Interest
The MD&C Committee assessed the independence of both Pay Governance and Pearl Meyer in 2016,2018, as required under NYSE listing rules. The MD&C Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to the compensation consultant described above. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Pay Governance or Pearl Meyer that would prevent the consultant from serving as an independent consultant to the MD&C Committee.
Management Consultants
Our Human Resources department retained Willis Towers Watson during 20162018 to provide additional executive compensation support, including assistance with analysis and recommendations regarding short- and long-term incentive planning services because of their broad level of expertise and expansive knowledge of relevant market data in that area. In addition, Willis Towers Watson provided guidance related to the implementation of the CEO pay ratioPay Ratio disclosure requirements. Our Human Resources department also used various survey data compiled by Willis Towers Watson to provide information to the MD&C Committee as part of its decision-making processes.
In 2016,2018, Willis Towers Watson again provided pension plan-related and other similar advice to our Human Resources and Finance groupsdepartments as well as measurement support for various casualty exposures. The decision to engage Willis Towers Watson for thesenon-compensation related services was made by management.
How We Used Market Data for 20162018 Pay Decisions
Based on our compensation philosophy, ourOur first step in establishing pay levels for each of our NEOs is to target compensation initially at or near the median (50th(50th percentile) of market data for executives in similar positions. In reviewing the 20162018 compensation of our NEOs, the MD&C Committee utilizedreferences two sources of market data to develop such market data:when making compensation decisions: survey data and peer group data.
Survey data:The MD&C Committee consulted with Pay Governance to review third-party compensation surveys focused on capital goods, as well as general industryindustrial manufacturing and commodity-based companies reflecting similar revenue size to Harsco. As we are a diversified industrial services company, no other company perfectly matches our profile, and we believe that our most direct competitors for executive talent are not necessarily limited to the companies included in the survey or our Peer Group.peer group. The MD&C Committee does not materially rely upon data from any individual company participating in any of the surveys in making compensation decisions.
Compensation Peer groupGroup data: The MD&C Committee also consulted with Pay Governance to review peer group compensation data obtained from SEC filings to help us understand the pay levels in industries in which we compete for talent. Peer group data is focused on elements of compensation (salary,(base salary, annual bonus, and LTI)long-term incentives) for NEOs at companies with comparable revenues, market capitalization, industry focus, number of employees, global (multi-national) footprint, and other similar business relatedbusiness-related factors. Our 2016 peer group used in making compensation decisions (“Compensation Peer Group”) for 2018 is listed below.
Survey data and peer group data are generally weighted equally; however, we place more emphasis on survey data when there is not sufficient peer group data.
All components of the Company’s NEO compensation packages, as well as the aggregate target total compensation (the sum of base salary, target annual incentives, and target long-term incentives) levels for the NEOs, are initially targeted to the 50th50th percentile of similarly situated employees of companies in the comparison groupCompensation Peer Group and relevant survey data. Variation above or below the 50th50th percentile results when, in the judgment of the MD&C Committee, the value of the NEO’s experience, performance, scope and/or specific skills, together with his or her ability to impact business results, or other business conditions, justify the variation.
Variation can also result based upon the terms of individually negotiated employment arrangements andyear-to-year fluctuations in the peer groupPeer Group data and/or the survey data.
2016Compensation Peer Group
Each year, we review our Compensation Peer Group to ensure our compensation is being comparedbenchmarked to comparable companies. Uponcompanies considering industry, financial and operational similarities. In late 2017, upon review of the 20152017 Compensation Peer Group and the agreed upon selection criteria which is noted below, the MD&C Committee, per the recommendation ofin conjunction with Pay Governance, decided to remove Briggs & Stratton and add Mineral Technologies and SPX Flowdetermined no changes were required to the peer group19 publicly-traded companies to serve as the Compensation Peer Group for 2016. The2018. As in previous years, the following selection criteria was used in the development of the peer group:Compensation Peer Group:
Diversified industrial organizations;
Global (multi-national) footprint, operating in many individual locations (withwith approximately 30% or more of total revenues deriving from outside the United States);States;
Asset/capital intensive nature and/or long-term contract service providers; and
Sized to be approximately one half to 2.5 times our size as measured by revenues.revenues and within a reasonable range on a market cap basis.
Companies included in the 20162018 Compensation Peer Group were companies that had one or more business aspects that corresponded with one or more of the three main aspects of our business:three business units: M&M, Rail, and Industrial. The following companies comprise the 2018 Compensation Peer Group:
2018 Compensation Peer Group | ||
Actuant Corporation | Minerals Technologies | |
American Railcar Industries, Inc. | Rexnord Corporation | |
Astec Industries Inc. | SPX Corporation | |
Chart Industries Inc. | SPX FLOW, Inc. | |
CIRCOR International, Inc. | Standex International Corporation | |
Crane Co. | TriMas Corporation | |
EnPro Industries, Inc. | Valmont Industries, Inc. | |
Gibraltar Industries, Inc. | Watts Water Technologies, Inc. | |
The Greenbrier Companies, Inc. | Woodward, Inc. | |
Kennametal Inc. |
For the 2018 Compensation Peer Group, median revenuesrevenue for 2016 (20152018 (2017 data was utilized to determine 20162018 NEO compensation) werewas approximately $2.1$1.5 billion (as compared to the Company’s 20162018 revenues of approximately $1.5$1.7 billion) and median market capitalization as of December 31, 2016September 30, 2018 was approximately $3.2$1.9 billion (as compared to the Company’s 20162018 market capitalization of approximately $1.1$2.3 billion). The following charts illustrate Harsco’s position in comparison to the 2018 Compensation Peer Group’s median by total revenue and market capitalization measured as of September 30, 2018.
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In 2018, upon review of the 2018 Compensation Peer Group and the selection criteria noted above, the MD&C Committee approved the recommendation of Pearl Meyer to remove American Railcar Industries, Inc. and add three new companies - Meritor, Inc., The Timken Company and ITT Inc. to the Compensation Peer Group for 2019 due to the Company’s growing market capitalization and revenue size. Although there are other companies who compete with Harsco’s various business segments, some were not included in the compensation peer set due to their differences in size and scope as compared to Harsco.
The 21 companies in our new 2019 Compensation Peer Group will be discussed in our 2020 Proxy Statement.
Initial Benchmarking
In reviewing base salaries, target total cash compensation, and target total compensation for 2016,2018, the MD&C Committee initially targeted each NEO’s compensation opportunity at the 50th50th percentile of both the combined peer groupCompensation Peer Group data and survey data. The MD&C Committee believes that NEOs should not be compensated at either the high or low end of compensation as compared to the market, but rather should receive a reasonable level of compensation based on both the Company’s overall performance and their individual performance. The MD&C Committee then sets final compensation amounts either above or below the initial benchmarks, specifically taking specifically into account:
Differences in the scope of responsibilities held by the NEOs;
Performance (specifically the effect of what the MD&C Committee viewed as exceptional performance) of duties during a NEO’s tenure with Harsco;
Market requirements; and
Length of service with the Company in specific positions.
While past performance is considered by the MD&C Committee in setting current year target compensation opportunities, the effect of current performance is much more significant in determining the level at which those compensation opportunities are earned and paid out. Our program provides each NEO an opportunity to earn a competitive level of compensation each year if we achieve ourpre-established objectives, with an opportunity to earn greater amounts by helping us exceed those targets or lesser amounts when performance falls short of targets.
Impact of NEO Individual Performance on 20162018 Compensation
Consistent with our performance-oriented pay philosophy, theThe compensation structure for the Chairman, President & CEO is designed to deliver approximately 19%18% of the annual compensation opportunity in the form of fixed pay (base salary)base salary (fixed compensation) and the remaining 81%82% in the form of variable compensation (target annual incentive compensation and target long-term equity-based compensation). The actual amount of compensation realized by the CEO may vary from this target based upon performance evaluated under the terms of our variable compensation plans. Once per year, the MD&C Committee completes an evaluation with respect to the Company’s goals and objectives and makes a report to the Board. Based upon this assessment, the CEO’s compensation was set for the 20162018 fiscal year, including base salary, annual incentive target, long-term equity-based compensation, perquisites, and other benefits. When evaluating the total level of CEO compensation for the 20162018 fiscal year, the MD&C Committee considered the following information:
Personal performance againstpre-established goals and objectives;
The Company’s performance and relative TSR; and
The compensation of CEOs at comparable companies, as reflected in the benchmark compensation data.
With respect to setting the compensation for the other NEOs, the MD&C Committee strives to deliver a competitive level of total compensation to each of the NEOs by evaluating and balancing the following objectives:
The strategic importance of the position within our executive ranks;team;
The overall performance level of the individual and the potential to make significant contributions to the Company in the future;
The value of the position in the marketplace;
Internal pay equity; and
Our executive compensation structure and guiding principles.
Consistent with our pay for performance philosophy, target
Target total direct compensation for our NEOs other than the Chairman, President & CEO is designed to deliver approximately 65%67% variable compensation at target performance and 35% fixed compensation.33% of base salary (fixed compensation). The amounts of compensation actually realized by our NEOs will vary from the target awards based upon performance evaluated under the terms of our compensation plans.
Each year, the Chairman, President & CEO presents his Organizational Leadership Review to the MD&C Committee to discuss the individual performance and potential of each of the other NEOs. Following this review, the Chairman, President & CEO submits compensation recommendations to the MD&C Committee for each NEO. These recommendations address all elements of compensation, including base salary, target annual incentive compensation, long-term equity-based compensation, perquisites, and other benefits. In evaluating these compensation recommendations, the MD&C Committee considers information such as the NEOsNEOs’ individual performance, the performance of the Company, and the compensation of similarly situated executive officers as determined by the referenced benchmark data. The MD&C Committee takes into account all ofapplies the same considerations as noted above when making its compensation decisions for the Chairman, President & CEO.
Elements of 2016 NEO2018 Compensation ProgramDecision Details
The key elements of our 2016 NEO compensation program are described in the following table:
Base Salary |
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Target Compensation Mix
As reflected in the following charts, the MD&C Committee approved a significant amount of each NEO’s target total compensation opportunity in the form of variable, rather than fixed, compensation.
The charts above include annual base salary, Target AIP and Target LTIP as of December 31, 2016. The Average Other NEO Target 2016 chart includes data for those NEOs, excluding the President & CEO, serving as executive officers as of December 31, 2016.
Base Salary
Base salary represents annual fixed compensationa stable source of income (fixed compensation) and is a standard element of compensation necessary to attract and retain talent. It is the minimum payment for a satisfactory level of individual performance as long as the executive remains employed with the Company. Base salary is set at the MD&C Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected peer groupCompensation Peer Group and survey data from a broader index of comparable companies, our business strategy, our short- and long-term performance goals, and individual factors, such as position, salary history, individual performance and contribution, an individual’s length of service with the Company, and placement within the general base salary range offered to our NEOs.
TheEffective May 1, 2018, NEOs received increases in their annual base salary rates are effective on May 1stsalaries, in recognition of their contributions to the applicable fiscal year.Company, overall positioning relative to market data, as well as the overall merit increase budget for Harsco in the U.S. The table below reflects the year-over-year changes in base salary approved by the MD&C Committee and effective as of December 31, 2016:January 1, 2019:
Annual Base Salary Rate | |||||||||||||||||||||||||||
Annual Base Salary Rate | % Increase | ||||||||||||||||||||||||||
Executive | Effective May 1, 2015 | Effective May 1, 2016 | Effective May 1, | Effective May 1, | % Increase | Effective Jan 1, | % Increase | ||||||||||||||||||||
F. Nicholas Grasberger III | $ | 825,000 | $ | 825,000 | +0 | % | $849,750 | $892,500 | +5% | $919,275 | 3% | ||||||||||||||||
Peter F. Minan | $ | 490,000 | $ | 490,000 | +0 | % | $504,700 | $519,841 | +3% | $535,436 | 3% | ||||||||||||||||
Russell C. Hochman(1) | N/A | $ | 365,000 | N/A | |||||||||||||||||||||||
Russell C. Hochman | $375,950 | $400,000 | +6% | $412,000 | 3% | ||||||||||||||||||||||
Tracey L. McKenzie | $ | 360,000 | $ | 360,000 | +0 | % | $370,800 | $400,000 | +8% | $412,000 | 3% | ||||||||||||||||
Scott H. Gerson | $ | 330,000 | $ | 330,000 | +0 | % | |||||||||||||||||||||
Jeswant S. Gill | $350,000 | $360,500 | +3% | $371,315 | 3% |
(1) | Effective 2019, our NEOs will receive adjustments to |
2018 AIP Awards NEOs were eligible to participate in the Setting Target annual incentive opportunities are expressed as a percentage of base salary and payouts can range from 0% to 200% of target award amounts based on financial performance. Targets were established by the MD&C Committee based on Executive AIP Opportunity Range (% of Target Award Opportunity) F. Nicholas Grasberger III Peter F. Minan Russell C. Hochman Tracey L. McKenzie Jeswant S. Gill As of December 31, AIP Performance Metrics and Payouts Our annual cash incentive plan, the AIP, is intended to: For What Is Harsco BUC? Harsco BUC consists of two distinct components, including: 1. Operating income (excluding the effect of certain special items as determined by the MD&C Committee); minus 2. A fixed cost of capital rate applied to planned controllable net assets deployed. Why Harsco BUC? We believe this measure is appropriate for Harsco’s diverse portfolio of businesses because it: 1. Provides a clearline-of-sight for AIP participants; 2. Drives accountability towards delivering near-term commitments and consistent operating improvements; and 3. Is easy to understand and administer.201620162018 AIP program, which provides the opportunity to earn a performance-based cash incentive based on the achievement of near-term financial results and strategic goals. All NEOs were evaluated, in significant part, based on overall Company performance to improve financial results and drive stockholder value. In its decision-making authority, the MD&C Committee reviewed the targets as established based on the 20162018 Annual Operating Plan that was set at the beginning of the year versus actual financial results. The MD&C Committee is given discretion to reduce (but not increase) the final payout amounts for the NEOs.20162018 AIP Award Opportunitiesthe NEOseach NEO’s level of responsibilities and his or her ability to impact our overall results, as well as consideration of the benchmarking data as described beginning on page 49.previously discussed. For 2016,2018, there were no changes to target annual incentive levels for NEOs. FY ’16‘18
Target AIP(1)AIP(1) Executive Below
Threshold Threshold Target Maximum 110% 110% 75% 75% 65% 65% 0% of Target 25% of Target 100% of Target 200% of Target 200% of Target 65% 65% Scott H. Gerson75% 75% (1) 20162018, expressed as a percentage of base salary.Our annual cash incentive plan, the AIP, is intended to:• Hold our leadership team accountable for the efficient use of capital;• Drive growth;• Focus our executives on the achievement ofpre-determined Harsco BUC goals; and• Ensure accountability towards delivering near-term commitments and consistent operating improvements.What Is Harsco BUC?Harsco BUC consists of two distinct components, including:1) Operating income (excluding the effect of certain special items as determined by the MD&C Committee) minus2) A fixed cost of capital rate applied to planned controllable net assets deployed.Why Harsco BUC?We believe this measure is appropriate for Harsco’s diverse portfolio of businesses because it:1) Provides a clearline-of-sight for AIP participants;2) Drives accountability towards delivering near-term commitments and consistent operating improvements; and3) Is easy to understand and administer.2016,2018, all AIP payouts for NEOs were entirely dependent upon achievement of BUC performance. Performance metrics, weights and goals were developed based upon our annual operating plans, as approved by the Board, to drive alignment with commitments made to our stockholders. Specific weightings between Harsco Consolidated BUC and Business Unit BUC for each NEO is presented in the table below:below.
BUC Weighting | ||||||||||
Executive | Business Unit | Harsco Consolidated | Business Unit | |||||||
F. Nicholas Grasberger III | Harsco Consolidated | 100 | % | 0 | % | |||||
Peter F. Minan | Harsco Consolidated | 100 | % | 0 | % | |||||
Russell C. Hochman | Harsco Consolidated | 100 | % | 0 | % | |||||
Tracey L. McKenzie | Harsco Consolidated | 100 | % | 0 | % | |||||
Scott H. Gerson | Harsco Industrial | 50 | % | 50 | % |
BUC Weighting
| ||||||
Executive
| Business Unit
| Harsco Consolidated
| Business Unit
| |||
F. Nicholas Grasberger III
| Harsco Consolidated
| 100%
| 0%
| |||
Peter F. Minan
| Harsco Consolidated
| 100%
| 0%
| |||
Russell C. Hochman
| Harsco Consolidated
| 100%
| 0%
| |||
Tracey L. McKenzie
| Harsco Consolidated
| 100%
| 0%
| |||
Jeswant S. Gill
| Harsco Rail
| 50%
| 50%
|
In developing the Consolidated Harsco BUC goals,goal, we established the threshold, target and maximum levels by starting with the first component – our Operating Incomeoperating income target as approved by the Board of Directors in our annual operating plan. We then apply the second component –used a fixed cost of capital rate applied to planned controllable net assets deployed. The Operating Incomeoperating income metric at threshold, target and maximum iswas then reduced by the fixed cost of capital, (whichwhich is applied consistently across all performance levels)levels, to derive the final BUC result at each performance level. Harsco Consolidated Operating Incomeoperating income and BUC goals arewere a product of the goals across the individual lines of business less a charge for Corporate operating expenses.
The 2016 BUC goals at thewere designed to enable business unit leadership to execute controllable strategic actions that deliver improved income generation with an efficient use of capital resources. The 2018 Harsco Consolidated levelBUC goals are presented in the table below:chart below.
Performance Level | Harsco Operating Income Goal (% of Target) | Fixed Capital Charge | Harsco Consolidated BUC ($ Millions) | AIP Payout Factor (% of Target)(1) | Harsco Operating Income Goal (% of Target)
| Fixed Capital Charge
|
Harsco ($ Millions)
| AIP Payout (% of Target)(1)
| ||||||||||||||||
Maximum | 132% | - | Fixed cost of capital rate applied to planned controllable net assets deployed | = | $0.6 | 200% | 140%
| -
| Fixed cost of capital rate applied to planned controllable net assets deployed
| =
| td10.4
| 200%
| ||||||||||||
Target | 100% | - | = | ($30.5) | 100% | 100%
| -
| =
| $43.8
| 100%
| ||||||||||||||
Threshold | 70% | - | = | ($59.7) | 25% | 82%
| -
| =
| td3.4
| 25%
| ||||||||||||||
Below Threshold | < 70% | - | = | <($59.7) | 0% | < 82%
| -
| =
| <td3.4
| 0%
|
(1) | Payouts are interpolated between each specific performance level using anon-linear payout schedule. The schedule uses a commonly establishednon-linear design with an intermediate payout range of |
The Harsco Consolidated BUC target which isfor 2018 was based onon: (1) an operating income target of $96.9$166.4 millionminus (2) a fixed cost of capital rate applied to planned controllable net assets deployed. As our fixed capital charge exceeded theThis operating income target Harsco’s Consolidated BUC target was ($30.5) million.reflects an increase of 57% over the 2017 operating income target. In determining the operating income target for 2016,2018, we reviewed the prior year’s operating results, plusgrowth investments and the impact of current year’s strategic objectives tempered by a significantly weaker outlookpriorities. Continued improvement in the steel, energy and rail sectors wheremost of Harsco’s businesses operate.keyend-markets was anticipated for 2018. Below are specific factors by business unit thatwhich were considered impactful to the 2016 operating income target and thus contributed to the decline of thisincrease in the 2018 operating income target when compared with 2015 results:2017 actual results.
Metals & Minerals | ||||
•
•
• • Higher commodity prices,
• Personnel investments to support growth objectives, partially offset by expected cost savings from various operational initiatives. • Less favorable mix of mill services. • Positive foreign exchange translation impacts from a weaker U.S. dollar. | •
• • Positive impacts from further market penetration and new product initiatives. • More favorable product mix relative to • Manufacturing savings realized from prior capital investments. • More favorable competitive dynamics in | •
• • Lower anticipated contributions from services contracts. |
The MD&C Committee established a performance range around the operating income target of 70%82% to 132%140% of target from threshold to maximum after considering the significant headwinds facing all three business units, the volatility that commodity and served end market uncertainty was creating within our customer base, and the results of a market review of performance ranges in the industry. This range is wider than the 85% to 115% employed in 2015 and serves to moderate the sensitivity of payouts to changes in performance outcomes.
Actual Harsco Consolidated BUC achieved was ($49.7) million. Stronger cash flows from working capital initiatives, more disciplined capital spending, and more efficient use of controllable net assets reduced the capital component of BUC offset a$72.3 million, driven by shortfall on theimproved operating income componentperformance from the successful execution of BUC.business and cost control initiatives, favorable end market trends, higher commodity prices, and lower overhead costs. The MD&C Committee gave careful consideration and assessment of the management team’s achievement against the established goals. As contemplated when setting the targets, certain adjustments were made due to the impact on annual results of special items. These adjustments, totaling $7 million net, comprise certain nonrecurring, gains and lossesunusual items. The net adjustments reduced operating income by ($3.8) million. The adjustment for the capital component totaled $5.6 million for the capital charge associated with underperformingthe Company’s 2018 acquisition of the Altek business in its Metals and& Minerals sites exited in the current or prior years and certain nonrecurring corporate costs.segment. These net costsadjustments were determined by the MD&C Committee to be excluded from the
calculation of BUC since they dodid not directly reflect company or management performance and are unusual and occur infrequently.infrequent in nature. The adjusted performance produced a 75%2018 AIP payout for Mr. Grasberger, Mr. Minan, Mr. Hochmancalculations and Ms. McKenzie, who were awarded $680,625, $275,625, $177,938 and $175,500 respectively.results are noted in the table below.
At the business unit level, Mr. Gerson’sGill’s incentive awards are determined using an equal weighting between Harsco Consolidated BUC and Harsco IndustrialRail BUC. Mr. Gerson’sGill’s annual goals are a balance between critical contributions to overall Harsco performance with the specific strategic initiatives of the individualRail business unit. For 2016,2018, BUC performance for Harsco IndustrialRail was $14.5$30.6 million, resulting in a payout factor of 59%113% for Mr. GersonGill on the business unit component, and when including the Harsco Consolidated performance result, Mr. Gerson’s netGill’s combined payout factor was 67%125% and he was awarded $165,825.
$334,725. The 20162018 AIP calculations and results were as followfollows for the NEOs:
FY ’16 Target AIP(1) | BUC Payout Factor Achieved | |||||||||||||||||||||||||||
Executive
| FY ’18 Target AIP(1)
| BUC Payout Factor Achieved
| ||||||||||||||||||||||||||
FY ’16 Target AIP(1) | Consolidated | Business Unit | Result(2) | AIP Earned | Consolidated
| Business
| Result(2)
| AIP Earned
| ||||||||||||||||||||
F. Nicholas Grasberger III | 75% | + | NA | = | 75% | $680,625 | $966,255
| 137%
| +
| NA
| =
| 137%
| td,323,770
| |||||||||||||||
Peter F. Minan | $367,500 | 75% | + | NA | = | 75% | $275,625 | $386,139
| 137%
| +
| NA
| =
| 137%
| $529,010
| ||||||||||||||
Russell C. Hochman | $237,250 | 75% | + | NA | = | 75% | $177,938 | $254,849
| 137%
| +
| NA
| =
| 137%
| $349,143
| ||||||||||||||
Tracey L. McKenzie | $234,000 | 75% | + | NA | = | 75% | $175,500 | $253,746
| 137%
| +
| NA
| =
| 137%
| $347,632
| ||||||||||||||
Scott H. Gerson | $247,500 | 75% | + | 59% | = | 67% | $165,825 | |||||||||||||||||||||
Jeswant S. Gill
| $267,780
| 137%
| +
| 113%
| =
| 125%
| $334,725
|
(1) | Reflects |
(2) | For Mr. |
Long-Term Incentive Awards
The MD&C Committee’s philosophy, where long-term compensation is balanced between performance-based and service-based pay, helps us achieve alignment of stockholder and executive interests by:
Rewarding NEOs for the creation of sustained stockholder value, with compensation varying in line with performance;
Encouraging ownership of our stock, by management, including via our stock ownership guidelines;
Fostering teamwork that drives improved performance; and
Providing us with a means to retain and motivate high-caliber executives needed to attain our desired performance goals.
Setting 20162018 Long-Term Award Opportunities
Target long-term incentive opportunities are expressed as a percentage of base salary and the realized value is dependent on stock price and total shareholder return over a specified period of time. Targets were established by the MD&C Committee based on the NEOseach NEO’s level of responsibilities and his or her ability to impact our overall results, as well as consideration of the benchmarking data as described beginning on page 49. For 2016, there were no changes to target long-term incentive levels for NEOs.previously discussed.
| ||||
| ||||
| ||||
| ||||
|
As has been our practice historically, forFor the LTIP award cycle granted in 2016,2018, the MD&C Committee and the Board established the grant level for each NEO as a percentage of that NEO’s actualbase salary. The MD&C Committee and the Board set target values for the 20162018 LTIP awards with the intent that each NEO’s total direct compensation opportunity falls within a reasonable range of the market median for the NEO’s position. See the “2016 Grants“Grants of Plan-Based Awards Table” on page 66in Fiscal 2018” table for more information. In 2017,
At its February 2018 meeting, the timingMD&C Committee increased long term incentive targets for some of our NEOs. The MD&C Committee made these changes in consideration of the annual LTIP grantexecutive’s compensation as compared to peer companies, additional responsibilities assumed by the executive, tenure and individual performance. The table below reflects long-term incentive targets approved by the MD&C Committee:
Executive
|
FY’17 Target LTIP
|
FY’18 Target LTIP
| ||
F. Nicholas Grasberger III
| 300%
| 335%
| ||
Peter F. Minan
| 150%
| 150%
| ||
Russell C. Hochman
| 100%
| 125%
| ||
Tracey L. McKenzie
| 100%
| 125%
| ||
Jeswant S. Gill
| 100%
| 115%
|
In addition, the CEO’s LTI mix was changed from early Mayadjusted to early March to align40% PSUs, 30% RSUs and 30% SARs beginning with 2018 grants, while all other NEOs maintained an equal mix across all three vehicles.
CEO LTI Mix | NEOs LTI Mix | |
A Closer Look at the timing utilized by our peers and to be consistent with our annual incentive process.
LTIP Components
Over the last several years, our LTIP program has evolved with our changing business model, feedback from our stockholders and market trends to achieve the appropriate balance of risk, retention and performance. Beginning in 2014, we included PSUs as a component of the LTIP for our Executive Leadership Team and reduced the proportion of SARs so that PSUs, SARs, and RSUs are all equally weighted. We maintained this mix in 2015 and 2016 for all NEOs.
PSUs |
•Objective: Align pay with performance and reward contributions to Harsco stock performance relative to our market peers. •2018 Performance Period: January 1, 2018 through December 31, 2020. •Initial PSU Grant: Based on the closing price of Harsco Common Stock on the date of the grant. However, the actual accounting value of the award may differ from the grant value; realized value will be based on performance and stock price over time. •Payout: Capped at 100% (“target”) if TSR is negative over the performance measurement period. •TSR Calculation:30-day average stock price prior to the beginning of the performance period and the30-day average stock price at the end of the performance cycle. •Dividends: Assumed to have beenre-invested on theex-dividend date. •Vesting Date: Awards earned are settled in shares of Harsco Common Stock. Participants will also receive accumulated dividend equivalents on the ending number of shares delivered at the end of the performance period. |
One-third of the award value is granted in the form of PSUs, which “cliff” vest at the end of a three-year performance period.PSU Performance Level The performance period for the 2016 grant is from January 1, 2016 through December 31, 2018. The objective of PSUs is to align pay with performance and reward contributions to Harsco stock performance relative to our market peers.
Harsco’s TSR performance relative to the S&P 600 Industrial Index will generally determine the number of shares delivered at the end of the three-year performance cycle as follows (achievement will be interpolated between the various performance points on the table):
Performance Level | Index Percentile | Payout as a % of | ||
Maximum | 75th | 200% | ||
Target | 50th | 100% | ||
Threshold | 25th | 25% | ||
Below Threshold | Below 25th | 0% |
SARs |
•Objective: Reward contributions to long-term stock value growth. •Award Value: Granted in the form of stock-settled SARs with a10-year expiration term, which generally vest “ratably” over three years. •Exercise Date: Awards are settled in shares of Harsco Common Stock. |
RSUs |
•Objective: Reward contributions and continued employment (retention) with the Company. •Award Value: Granted in the form of time-vested RSUs, which generally vest “ratably” over three years. •Initial RSU Grant: Based on the closing price of Harsco Common Stock on the date of the grant. •Dividend Equivalents: Paid on RSUs quarterly through the regular payroll processes. •Vesting Date: Awards are settled in shares of Harsco Common Stock. |
One-third of the award value is granted in the form of stock-settled SARs with a10-year expiration term, which vest ratably over three years. At the exercise date, awards are settled as shares of Harsco Common Stock. The objective of SARs is to reward contributions to long-term stock value growth.
Vesting of 20142016 to 20162018 Performance Share Unit Plan
The Company granted performance share units in 20142016 with vesting conditioned on Harsco’s TSR performance relative to the S&P 400 index600 Industrial Index for the3-year three-year period from 20142016 through 2016.2018. Harsco’s TSR result for the period was atequaled the 6th96th percentile of the index, below the threshold performance level, resulting in no shares being earned froma payout at 200% of the 2014 grant.units granted in 2016.
Other Compensation Elements
During 2016,2018, we provided our NEOs with the following broad-based employee benefits on the same terms that apply to ournon-executive U.S. employees:
Health insurance;
Disability insurance;
Since defined benefit plan accruals for Harsco’s U.S. executives were frozen effective December 31, 2008, we continue to note the change in pension value representing the net effect of interest adjustments (i.e.,(in other words, change in present value due to shortening of the discount period) and changes in assumptions used to estimate present values. Our NEOs are also eligible to participate in theNon-Qualified Retirement Savings and Investment Plan (“NQ RSIP”), which supplements the RSIP with respect to contributions that could not be made because of Internal Revenue Service compensation and contribution limitations.
We provided other benefits to certain NEOs during 2016.2018. While rarely used, the Board maintains a policy regarding our Chairman, President & CEO’s personal use of our corporate aircraft. In the event of personal use of the corporate aircraft,
our Chairman, President & CEO is taxed on the imputed income attributable to personal use of our aircraft, and our Chairman, President & CEO does not receive a taxgross-up from us with respect to such imputed amounts.
We offer limited perquisites and other personal benefits to our NEOs at competitive levels with those provided by our peer groupPeer Group companies, as well as the larger group of companies within the general industry that are similar in overall size and relative performance. We believe that the other benefits we provided to our NEOs were necessary to help us attract and retain our senior executive team and that the values of these benefits were reasonable, competitive, and consistent with the overall executive compensation program.
For more information on the perquisites and certain other benefits provided to the NEOs in 2016,2018, see the All Other Compensation Table that serves as a supplement to the 20162018 Summary Compensation Table.
Employment Arrangements with NEOs
The Company is not a party to any employment agreements with its NEOs. Additionally, no offer letter arrangements were engaged inoutstanding between our NEOs and the Company in 2016.2018.
Potential Payments upon Change in Control and Other Potential Post-Employment Payments
Change in Control Severance Agreements
We are currently a party to change in control severance agreements with Messrs. Grasberger, Minan, Hochman, GersonGill and Ms. McKenzie.
These change in control severance agreements reflect what we believe to be a market-based approach to a potential change in control scenario and incorporated several stockholder-favored compensation practices, including:
“Double-trigger” payment provisions that require a qualifying termination of employment after a change in control before benefits and payments are received; and
No excise taxgross-ups on severance benefits (each NEO will either pay the excise taxes on his or her severance benefits or the severance benefits will be reduced to a point where the excise tax does not apply, depending on which result is more favorable to the executive).
Mr. Grasberger is entitled to receive double-trigger severance benefits equal to three times his highest base salary in effect during the period beginning 90 days prior to the change in control through the date of termination, plus three times his highest target annual incentive for the year of termination. Each of Messrs. Minan, Hochman, GersonGill and Ms. McKenzie is entitled to receive double-trigger severance benefits equal to two times his or her highest base salary in effect during the period beginning 90 days prior to the change in control through the date of termination, plus two times his or her highest target annual incentive for the year of termination. Each change in control severance agreement provides for a rolling three-year term that renews each year, subject to certain exceptions.
The change in control severance agreements are reviewed on a regular basis, though not necessarily as part of the annual compensation review.
The MD&C Committee believes that the change in control severance agreements serve the following purposes:
Assure that we have the continued dedication and full attention of certain key employees prior to and after the consummation of a change in control event;
Help ensure, that, if a possible change in control should arise and a change in control officer should be involved in deliberations or negotiations in connection with the possible change in control, such officer would be in a position to consider as objectively as possible whether the possible change in control transaction is in our best interest as well as the best interests of our stockholders, without concern for his or her position or financial well-being; and
Protect us by retaining key talent in the face of corporate changes.
Separation Arrangements
On August 15, 2016, the Company and Scott W. Jacoby entered into a Separation Agreement and General Release further to the separation date of August 16, 2016. Under this Separation Agreement, Mr. Jacoby received or will receive:
Under the Separation Agreement, all of Mr. Jacoby’s outstanding unvested equity compensation awards granted to him by the Company were terminated as of the separation date and forfeited without additional consideration, and Mr. Jacoby is subject to certainnon-disparagement and confidentiality provisions as well as restrictions outlined in thenon-compete andnon-disclosure clauses of his agreement. Mr. Jacoby also executed a general release of claims against us and we agreed to release Mr. Jacoby from claims to the extent they were suspected or known to the Company. Mr. Jacoby agreed to make himself available to us for a reasonable period of four months to provide assistance and information necessary to transition his job effectively.
Other Potential Post Employment Payments
Upon certain types of terminations of employment not related to a change in control, payments under various Company policies and plans may be paid to NEOs. These events and amounts are more fully explained under the heading “Termination or Change in Control Arrangements” beginning on page 73 of this Proxy Statement.Arrangements.”
In 2016,2018, we continued to maintain stock ownership guidelines that applied to the NEOs. Our stock ownership guidelines encourage the retention of stock acquired through our LTIP awards. No shares may be sold by participants until their applicable ownership guidelines are satisfied, subject to a hardship exception that will be administered by the MD&C Committee.
The stock ownership guidelines are established as a multiple of each NEO’s base salary and were benchmarked against the stock ownership guidelines for similarly situated executives at peer groupPeer Group companies. They were also based on the Board’s determination of appropriate share ownership levels based on our compensation system. Under the guidelines, each NEO is encouraged to own a specific amount of our common stock and is restricted from selling shares until the guideline has been satisfied. The share ownership levels (based on fair market value as measured periodically) for each NEO for 20162018 were as follows:
Name | Three Times Salary | Six Times Salary | ||
F. Nicholas Grasberger III | ✓ | |||
Peter F. Minan | ✓ | |||
Russell C. Hochman | ✓ | |||
Tracey L. McKenzie | ✓ | |||
| ✓ |
Our NEOs have five years from the date they are first granted LTIP awards to comply with the guidelines. If a NEO is promoted into a position with greater ownership requirements, that individual has five additional years to comply with the new guideline. All common stock held by the NEOs, whether acquired as a result of an LTIP award or otherwise, is included in determining whether they have achieved the applicable ownership guideline. Unvested stock options and unvested SARs are not included in calculating whether the guidelines have been met. Failure to meet the guidelines within the applicable five-year period will result in a review by the MD&C Committee to determine the cause of such failure and to develop an appropriate corrective action plan.
AtAs of December 31, 2016,2018, Messrs. Grasberger, Minan and GersonHochman along with Ms. McKenzie have met their ownership guidelines while Mr. Hochman and Ms. McKenzie wereGill was within the five-yearphase-in period for meeting theirhis ownership guidelines and continuecontinues to accumulate shares.
Right to Recover Incentive Compensation
Consistent with the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company and the Board reserve the right to recover (or “clawback”) from certain current and/or former key employees any wrongfully earned performance-based compensation, including stock-based awards, under the following circumstances:
There is a restatement of Company financials due to material noncompliance with any financial reporting requirement;
The Board determines that the current or former employee has willfully committed an act of fraud, dishonesty or recklessness in the performance of his or her duties that contributed to the noncompliance that resulted in the requirement to restate Company financials; and
The cash incentive or performance-based equity compensation would have been less valuable than what was actually awarded or paid based upon the application of the correct financial results.
These provisions are designed to deter and prevent detrimental behavior and to protect our investors from financial misconduct.
Policies on Hedging Policyand Pledging of Shares
Consistent with the Dodd-Frank Act, the Company’s Insider Trading Policy prohibits all Board members, employees, including corporate officers, from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company securities (or “hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like), and other hedging transactions designed to minimize the risk inherent in owning Common Stock, such aszero-cost collars and forward sales contracts.
Additionally, Board members and executives are prohibited from pledging shares as collateral for a loan or in a margin account.
Policy Regarding Tax and Accounting Impact on Executive Compensation
Section 162(m)The MD&C Committee annually reviews and considers the deductibility of the Internal Revenue Code generally limits to $1 million the U.S. federal tax deductibility of compensation paid in one taxable year by publicly-traded corporations to their CEO and the next three most highly compensated executive officers (with the exception of the CFO for public companies other than “smaller reporting companies”) serving at the end of the fiscal year. Qualified “performance-based compensation” as defined under Section 162(m) is not subject to the limits on deductibility, provided such compensation meets certain requirements, including stockholder approval of the material terms of the compensation.
We may, to the extent practicable, seek to preserve this deductibility of compensation paid to our NEOs while maintainingexecutive officers, which includes each of the NEOs. Under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance-based compensation was repealed for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million is generally not deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the MD&C Committee believes that its primary responsibility is to provide a compensation program that effectively attracts, retains and retains high performing executives in a highly competitive environment. However, on occasion itrewards the executive talent necessary for our success. Consequently, the MD&C Committee may pay or provide compensation that is not possibletax deductible or is otherwise limited as to satisfy all conditions of the Internal Revenue Code for deductibility and still meet our compensation needs. As a result, we may from time to time choose to pay compensation that would otherwise not be deductible under Section 162(m) if we believe that it is appropriate and in our and our stockholders’ best interests.tax deductibility.
The MD&C Committee has reviewed and discussed the Compensation Discussion & Analysis set forth above with management. Based on this review and discussion, the MD&C Committee recommended to the Board that the Compensation Discussion & Analysis be included in our Annual Report on Form10-K for the fiscal year ended December 31, 20162018 and our Proxy Statement for our 20172019 Annual Meeting of Stockholders, for filing with the SEC.
SUBMITTED BY THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
J. F. Earl, Chairman
S. M. Longhi
E. Graham
T. D. GrowcockM. Purvis
P. C. Widman
The foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.
Compensation Policies and Practices as They Relate to Risk Management
In 2016, Pay Governance,2018, Pearl Meyer, along with senior management, reviewed our compensation policies and practices for all employees. They concluded, and the MD&C Committee concurred, that any risks arising from
our compensation policies and practices are not reasonably likely to have a material adverse impact on the Company. In addition, we reviewed the relationship between our risk management policies and practices and the incentive compensation we provide to our NEOs and other key employees to confirm that our incentive compensation does not encourage unnecessary and excessive risk taking.
The findings of these reviews indicated that:
Our compensation program provides a balance between our short-term and long-term goals and objectives;
Under our compensation program, the highest amount of compensation can be achieved through consistent superior performance over sustained periods of time, which discourages short-term risk taking;
Incentive awards are capped by the MD&C Committee; and
Stock ownership guidelines, the clawback policy, and prohibition on hedging mitigate excessive risk taking.
Furthermore, as described above, compensation decisions may include the subjective use of negative discretion, which has the ability to restrain the influence of formulae or objective factors on excessive risk taking.
20162018 Summary Compensation Table
The following table presents the compensation provided to our NEOs for services rendered to us in 2014, 20152016, 2017 and 2016,2018, as applicable:
Name and Principal Position | Year (6) | Salary ($) | Bonus ($)(7) | Stock ($)(8)(9) | Option Awards ($)(9)(10) | Non-equity Incentive Plan Compensation ($)(11) | Change in Nonqualified ($)(12) | All Other Compensation ($) | Total ($) | |||||||||
F. Nicholas Grasberger III(1) | ||||||||||||||||||
President & Chief Executive Officer | 2016 | $825,000 | $0 | $1,672,391 | $825,000 | $680,625 | $0 | $50,148 | $4,053,164 | |||||||||
2015 | $809,596 | $0 | $1,547,678 | $825,733 | $0 | $0 | $130,057 | $3,313,064 | ||||||||||
2014 | $660,885 | $0 | $1,894,679 | $1,005,078 | $498,477 | $0 | $57,620 | $4,116,739 | ||||||||||
Peter F. Minan(2) | ||||||||||||||||||
SVP & Chief Financial Officer | 2016 | $490,000 | $0 | $496,650 | $245,001 | $275,625 | $0 | $31,378 | $1,538,654 | |||||||||
2015 | $484,865 | $0 | $459,631 | $245,216 | $0 | $0 | $35,683 | $1,225,395 | ||||||||||
2014 | $62,115 | $150,000 | $108,977 | $64,113 | $0 | $0 | $949 | $386,154 | ||||||||||
Russell C. Hochman(3) | ||||||||||||||||||
SVP & General Counsel, Chief Compliance Officer & Corporate Secretary | 2016 | $365,000 | $0 | $246,636 | $121,668 | $177,938 | $0 | $27,339 | $938,581 | |||||||||
Tracey L. McKenzie(4) | ||||||||||||||||||
SVP & Chief Human Resources Officer | 2016 | $360,000 | $0 | $243,259 | $120,001 | $175,500 | $0 | $27,452 | $926,212 | |||||||||
2015 | $356,577 | $0 | $225,133 | $120,108 | $0 | $0 | $41,586 | $743,404 | ||||||||||
Scott H. Gerson | ||||||||||||||||||
SVP & Group President, Harsco Industrial | 2016 | $330,000 | $0 | $222,982 | $110,001 | $165,825 | $0 | $32,050 | $860,858 | |||||||||
2015 | $319,731 | $0 | $206,371 | $110,097 | $57,621 | $0 | $38,902 | $732,722 | ||||||||||
2014 | $291,538 | $0 | $197,446 | $100,001 | $196,656 | $0 | $31,168 | $816,809 | ||||||||||
Scott W. Jacoby(5) | ||||||||||||||||||
Former SVP & Group President, Harsco Rail | 2016 | $215,769 | $0 | $222,982 | $110,001 | $0 | $0 | $807,889 | $1,356,641 | |||||||||
2015 | $319,731 | $0 | $206,371 | $110,097 | $99,636 | $0 | $40,941 | $776,776 | ||||||||||
2014 | $291,538 | $0 | $197,440 | $100,001 | $244,060 | $38,060 | $29,330 | $900,429 |
Name and Principal Position | Year (1) | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4)(5) | Non-equity Incentive Plan Compensation ($)(6) | Change in ($)(7) | All Other Compensation ($) | Total ($) | |||||||||
F. Nicholas Grasberger III
| ||||||||||||||||||
Chairman, President & Chief Executive Officer |
2018
| $877,538 | $0 | $2,553,980 | $854,005 | $1,323,770 | $0 | $128,254 | $5,737,547 | |||||||||
2017
| $841,183 | $0 | $1,851,734 | $825,006 | $1,740,550 | $0 | $75,990 | $5,334,463 | ||||||||||
2016
| $825,000 | $0 | $1,672,391 | $825,000 | $680,625 | $0 | $50,148 | $4,053,164 | ||||||||||
Peter F. Minan
| ||||||||||||||||||
SVP & ChiefFinancial Officer |
2018
| $514,542 | $0 | $629,093 | $252,358 | $529,010 | $0 | $65,375 | $1,990,378 | |||||||||
2017
| $499,612 | $0 | $549,933 | $245,004 | $704,851 | $0 | $45,955 | $2,045,355 | ||||||||||
2016
| $490,000 | $0 | $496,650 | $245,001 | $275,625 | $0 | $31,378 | $1,538,654 | ||||||||||
Russell C. Hochman
| ||||||||||||||||||
SVP & General Counsel, ChiefCompliance Officer & CorporateSecretary |
2018
| $391,583 | $0 | $390,537 | $156,654 | $349,143 | $0 | $46,545 | $1,334,462 | |||||||||
2017
| $372,160 | $0 | $273,091 | $121,668 | $455,036 | $0 | $34,951 | $1,256,906 | ||||||||||
2016
| $365,000 | $0 | $246,636 | $121,668 | $177,938 | $0 | $27,339 | $938,581 | ||||||||||
Tracey L. McKenzie
| ||||||||||||||||||
SVP & Chief Human Resources Officer |
2018
| $389,780 | $0 | $385,205 | $154,502 | $347,632 | $0 | $56,982 | $1,334,101 | |||||||||
2017
| $367,062 | $0 | $269,370 | $120,001 | $448,803 | $0 | $39,758 | $1,244,994 | ||||||||||
2016
| $360,000 | $0 | $243,259 | $120,001 | $175,500 | $0 | $27,452 | $926,212 | ||||||||||
Jeswant S. Gill
| ||||||||||||||||||
SVP & Group President, Harsco Rail | 2018 | $356,825 | $0 | $334,513 | $134,176 | $334,725 | $0 | $50,081 | $1,210,320 |
(1) | Amounts are not reported for 2016 and 2017 if the executive was |
(2) | No other bonus paid to any NEO for 2016, 2017 and 2018. |
(3) |
The amounts in this column reflect the aggregate grant date fair values (computed in accordance with FASB ASC Topic 718) of the RSU and PSU portion of the LTIP awards for 2016, |
actual value, if any, realized by |
The amounts for the PSUs granted in |
See Note 14, “Stock-Based Compensation,” to the Notes to Consolidated Financial Statements in our Annual Report on Form10-K for the year ended December 31, |
The amounts shown in this column for |
The amounts shown in this column reflect the actual AIP award payout (if any) for each NEO, as applicable, as approved by the MD&C Committee based on the achievement of thepre-determined financial objectives as further described above in the CD&A. |
None of the |
All Other Compensation
The following table summarizes the incremental cost of perquisites and other benefits provided to our NEOs in 2016,2018, and describes the benefits included in the “All Other Compensation” column of the 20162018 Summary Compensation Table:
All Other Compensation | Year | F. Nicholas Grasberger III | Peter F. Minan | Russell C. Hochman | Tracey L. McKenzie | Scott H. Gerson | Scott W. Jacoby | |||||||
Personal use of corporate aircraft (1) | 2016 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||
Company contributions to qualified plan | 2016 | $10,600 | $5,277 | $10,600 | $10,600 | $10,600 | $10,600 | |||||||
Dollar value of life insurance premiums paid by Company or on our behalf | 2016 | $960 | $960 | $960 | $960 | $960 | $601 | |||||||
Dollar value of health insurance premiums paid by Company or on our behalf | 2016 | $10,865 | $14,581 | $10,865 | $10,865 | $14,446 | $6,805 | |||||||
Dollar value of long-term disability premiums paid by us or on our behalf | 2016 | $600 | $600 | $600 | $600 | $600 | $376 | |||||||
Company contributions under Non-Qualified Restoration Plan | 2016 | $22,400 | $9,000 | $4,000 | $3,800 | $4,905 | $0 | |||||||
Dividend Equivalents (2) | 2016 | $4,723 | $960 | $314 | $627 | $539 | $539 | |||||||
Severance payments and benefits (3) | 2016 | $0 | $0 | $0 | $0 | $0 | $788,968 | |||||||
Total | 2016 | $50,148 | $31,378 | $27,339 | $27,452 | $32,050 | $807,889 |
All Other Compensation | Year | F. Nicholas Grasberger III | Peter F. Minan | Russell C. Hochman | Tracey L. McKenzie | Jeswant S. Gill | ||||||
Company contributions to qualified plan
| 2018
| $11,000
| $11,000
| $11,000
| $11,000
| $11,000
| ||||||
Dollar value of executive physical exam paid by us or on our behalf
| 2018
| $3,000
| $0
| $0
| $3,000
| $0
| ||||||
Dollar value of life insurance premiums paid by Company or on our behalf
| 2018
| $1,050
| $1,050
| $1,050
| $1,050
| $1,050
| ||||||
Dollar value of health insurance premiums paid by Company or on our behalf
| 2018
| $17,928
| $12,997
| $9,078
| $17,837
| $17,928
| ||||||
Company contributions to Health Savings Account
| 2018
| $1,000
| $2,000
| $2,000
| $1,000
| $1,000
| ||||||
Dollar value of long-term disability premiums paid by us or on our behalf
| 2018
| $552
| $552
| $552
| $552
| $552
| ||||||
Company contributions underNon-Qualified Restoration Plan
| 2018
| $93,724
| $37,776
| $22,865
| $22,543
| $18,551
| ||||||
Total
| 2018
| $128,254
| $65,375
| $46,545
| $56,982
| $50,081
|
20162018 Grants of Plan-Based Awards Table
The following table sets forth information concerning grants of plan-based awards made to the NEOs during 2016:2018:
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Stock RSUs | Option (#)(4) | Exercise SAR/ ($) | Grant Date SAR/Option Awards ($) | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All other Stock Awards: Number of shares of | All Other Option Awards: Number of Securities or | Exercise or Base Price of SAR/ | Grant Date Fair Value of Stock | |||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units RSUs (#)(3) | Underlying Options SARs (#)(4) | Option Awards ($) | and SAR/ Option | ||||||||||||||||||||||||||
F. Nicholas Grasberger III | F. Nicholas Grasberger III | F. Nicholas Grasberger III | ||||||||||||||||||||||||||||||||||||||||||
td41,564 | $966,255 | td,932,510 | ||||||||||||||||||||||||||||||||||||||||||
td26,875 | $907,500 | td,815,000 | 3/2/2018 | 14,377 | 57,509 | 115,018 | td,699,966 | |||||||||||||||||||||||||||||||||||||
5/6/2016 | 29,464 | 117,857 | 235,714 | $847,392 | 3/2/2018 | 43,132 | $854,014 | |||||||||||||||||||||||||||||||||||||
5/6/2016 | 117,857 | $824,999 | 3/2/2018 | 93,232 | td9.80 | $854,005 | ||||||||||||||||||||||||||||||||||||||
5/6/2016 | 281,570 | $7.00 | $825,000 | |||||||||||||||||||||||||||||||||||||||||
Peter F. Minan | Peter F. Minan | Peter F. Minan | ||||||||||||||||||||||||||||||||||||||||||
$91,875 | $367,500 | $735,000 | $96,535 | $386,139 | $772,278 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 8,750 | 35,000 | 70,000 | $251,650 | 3/2/2018 | 3,186 | 12,745 | 25,490 | $376,742 | |||||||||||||||||||||||||||||||||||
5/6/2016 | 35,000 | $245,000 | 3/2/2018 | 12,745 | td52,351 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 83,618 | $7.00 | $245,001 | 3/2/2018 | 27,550 | td9.80 | td52,358 | |||||||||||||||||||||||||||||||||||||
Russell C. Hochman | Russell C. Hochman | Russell C. Hochman | ||||||||||||||||||||||||||||||||||||||||||
$63,712 | td54,849 | $509,698 | ||||||||||||||||||||||||||||||||||||||||||
$59,313 | td37,250 | $474,500 | 3/2/2018 | 1,978 | 7,912 | 15,824 | td33,879 | |||||||||||||||||||||||||||||||||||||
5/6/2016 | 4,345 | 17,381 | 34,762 | td24,969 | 3/2/2018 | 7,912 | td56,658 | |||||||||||||||||||||||||||||||||||||
5/6/2016 | 17,381 | td21,667 | 3/2/2018 | 17,102 | td9.80 | td56,654 | ||||||||||||||||||||||||||||||||||||||
5/6/2016 | 41,525 | $7.00 | $121,668 | |||||||||||||||||||||||||||||||||||||||||
Tracey L. McKenzie | Tracey L. McKenzie | Tracey L. McKenzie | ||||||||||||||||||||||||||||||||||||||||||
$58,500 | $234,000 | $468,000 | $63,437 | td53,746 | $507,492 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 4,286 | 17,143 | 34,286 | $123,258 | 3/2/2018 | 1,951 | 7,804 | 15,608 | td30,686 | |||||||||||||||||||||||||||||||||||
5/6/2016 | 17,143 | $120,001 | 3/2/2018 | 7,804 | td54,519 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 40,956 | $7.00 | $120,001 | 3/2/2018 | 16,867 | td9.80 | td54,502 | |||||||||||||||||||||||||||||||||||||
Scott H. Gerson | ||||||||||||||||||||||||||||||||||||||||||||
Jeswant S. Gill | Jeswant S. Gill | |||||||||||||||||||||||||||||||||||||||||||
$61,875 | $247,500 | $495,000 | $66,945 | td67,780 | $535,560 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 3,929 | 15,714 | 31,428 | $112,984 | 3/2/2018 | 1,694 | 6,777 | 13,554 | td00,328 | |||||||||||||||||||||||||||||||||||
5/6/2016 | 15,714 | $109,998 | 3/2/2018 | 6,777 | td34,185 | |||||||||||||||||||||||||||||||||||||||
5/6/2016 | 37,543 | $7.00 | $110,001 | 3/2/2018 | 14,648 | td9.80 | td34,176 | |||||||||||||||||||||||||||||||||||||
Scott W. Jacoby (5) | ||||||||||||||||||||||||||||||||||||||||||||
5/6/2016 | 3,929 | 15,714 | 31,428 | $112,984 | ||||||||||||||||||||||||||||||||||||||||
5/6/2016 | 15,714 | $109,998 | ||||||||||||||||||||||||||||||||||||||||||
5/6/2016 | 37,543 | $7.00 | $110,001 |
(1) | These columns reflect |
(2) | These columns reflect the range of |
(3) | This column reflects the RSU component of the |
(4) | This column reflects the SAR component of the |
Outstanding Equity Awards at 20162018 FiscalYear-End Table
The following table sets forth information concerning the outstanding equity awards for the NEOs as of December 31, 2016:2018:
Name | Option Awards (1) | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Stock Have Not | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | |||||||||||||||||||||||||||||||||||||||||||||||||
F. Nicholas Grasberger III
| F. Nicholas Grasberger III
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Awards(1) | Stock Awards | 0 | 93,232 | $19.80 | 3/2/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of (#) | Number of Unexercised (#) | Option ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | ||||||||||||||||||||||||||||||||||||||||||||||||
F. Nicholas Grasberger III |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
44,861 | 89,724 | $13.70 | 3/3/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
187,713 | 93,857 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
243,579 | 0 | $16.53 | 5/8/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
84,290 | 0 | $25.11 | 8/1/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
51,900 | 0 | $23.25 | 4/7/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 281,570 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
81,193 | 162,386 | $16.53 | 5/8/2025 | 65,872 | 0 | $22.70 | 5/10/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
56,193 | 28,097 | $25.11 | 8/1/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
34,600 | 17,300 | $23.25 | 4/7/2024 | 235,456 | $4,676,156 | |||||||||||||||||||||||||||||||||||||||||||||||||||
39,522 | 26,350 | $22.70 | 5/9/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
235,714 | $3,205,710 | 122,564 | $2,434,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
210,016 | $2,856,218 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Peter F. Minan | Peter F. Minan | Peter F. Minan
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 83,618 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
24,111 | 48,224 | $16.53 | 5/8/2025 | 0 | 27,550 | $19.80 | 3/2/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||
8,267 | 4,134 | $20.48 | 11/25/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
70,000 | $952,000 | 13,322 | 26,646 | $13.70 | 3/3/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||
53,728 | $730,701 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
55,745 | 27,873 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
72,335 | 0 | $16.53 | 5/8/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
12,401 | 0 | $20.48 | 11/25/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
61,258 | $1,216,584 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
36,335 | $721,613 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Russell C. Hochman | Russell C. Hochman | Russell C. Hochman
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 17,102 | $19.80 | 3/2/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
6,616 | 13,232 | $13.70 | 3/3/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
27,683 | 13,842 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
18,710 | 0 | $16.53 | 5/8/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
7,258 | 0 | $25.93 | 5/9/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 41,525 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
6,236 | 12,474 | $16.53 | 5/8/2025 | 33,586 | $667,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
4,838 | 2,420 | $25.93 | 5/9/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
34,762 | $472,763 | 19,627 | $389,792 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
24,904 | $338,694 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tracey L. McKenzie | Tracey L. McKenzie |
| Tracey L. McKenzie
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 40,956 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
11,810 | 23,620 | $16.53 | 5/8/2025 | 0 | 16,867 | $19.80 | 3/2/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||
10,538 | 5,270 | $23.43 | 9/15/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
34,286 | $466,290 | 6,525 | 13,051 | $13.70 | 3/3/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||
29,383 | $399,609 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott H. Gerson |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 37,543 | $7.00 | 5/6/2026 | 27,304 | 13,652 | $7.00 | 5/6/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
10,825 | 21,652 | $16.53 | 5/8/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
8,170 | 4,085 | $25.93 | 5/9/2024 | 35,430 | 0 | $16.53 | 5/8/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
11,730 | 7,822 | $22.70 | 5/9/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
12,474 | 3,119 | $23.73 | 3/15/2022 | 15,808 | 0 | $23.43 | 9/15/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
31,851 | 0 | $31.75 | 1/24/2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3,149 | 0 | $31.75 | 1/24/2018 | 33,128 | $657,922 | |||||||||||||||||||||||||||||||||||||||||||||||||||
31,428 | $427,421 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
26,226 | $356,674 | 19,359 | $384,470 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott W. Jacoby | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeswant S. Gill
| Jeswant S. Gill
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
0 | 14,648 | $19.80 | 3/2/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
6,344 | 12,689 | $13.70 | 3/3/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
14,457 | 7,229 | $12.25 | 11/11/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
30,586 | $607,438 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
15,630 | $310,412 |
(1) | These columns reflect the following awards: |
(a) | For Mr. Grasberger, Mr. Minan, Mr. Hochman, Ms. McKenzie, and Mr. |
(b) | For Mr. Grasberger, Mr. Minan, Mr. Hochman, Ms. McKenzie, and Mr. |
(c) | For Mr. |
(d) | For Mr. Grasberger, Mr. Minan, Mr. Hochman and Ms. McKenzie (the third entry in these columns), the SARs granted on |
(e) | For Mr. Grasberger, Mr. Minan, Mr. Hochman and Ms. McKenzie (the |
(f) | For Mr. |
(g) | For |
(h) | For Mr. Grasberger (the fifth entry in these columns) |
(i) | For Mr. |
(j) | For Mr. |
(k) | For Mr. |
2012 and
2013 SARs grants generally vest and become exercisable in five equal installments on the first five anniversaries of the date of grant. The 2014 and later SARs grants generally vest and become exercisable in three equal installments on the first three anniversaries of the date of grant. |
(2) | The stock awards reflected in this column consist of: |
(a) | The following |
(b) | The following |
(c) | The following |
(d) | The following numbers of RSUs granted to Mr. Grasberger, |
(3) | The market value was computed by multiplying the closing market price of our stock on December 31,2018 ($19.86) by the number of RSUs and estimated shares in the previous column. |
(4) | The stock awards reflected in this column consist of PSUs based on: |
(a) | An estimate of a maximum performance for target grants of 60,219, 17,884, 8,881, 8,760 and 8,516 PSUs made to Mr. Grasberger, Mr. Minan, Mr. Hochman, Ms. McKenzie, and Mr. Gill, respectively, on March 3, 2017, which will generally “cliff” vest on December 31, 2019 based on performance for the three-year period ended December 31, 2019; and |
(b) | An estimate of a maximum performance for target grants of 57,509, 12,745, 7,912, 7,804 and 6,777 PSUs made to Mr. Grasberger, Mr. Minan, Mr. Hochman, Ms. McKenzie, and Mr. Gill, respectively, on March 2, 2018, which will generally “cliff” vest on December 31, 2020 based on performance for the three-year period ended December 31, 2020. |
(5) | The market value was computed by multiplying the closing market price of our stock on December 31, |
20162018 Option Exercises and Stock Vested Table
Option Awards | Stock Awards |
Option Awards
|
Stock Awards
| |||||||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1), (2) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares (#)(1), (2) | Value Realized on Vesting ($)(3) | ||||||||||||||||||||||||
F. Nicholas Grasberger III | - | - | 15,310 | $103,036 | - | - | 344,982 | $7,455,479 | ||||||||||||||||||||||||
Peter F. Minan | - | - | - | - | - | - | 102,450 | $2,214,069 | ||||||||||||||||||||||||
Russell C. Hochman | - | - | - | - | - | - | 47,350 | $1,021,920 | ||||||||||||||||||||||||
Tracey L. McKenzie | - | - | - | - | - | - | 50,180 | $1,084,450 | ||||||||||||||||||||||||
Scott H. Gerson | - | - | 3,060 | $20,594 | ||||||||||||||||||||||||||||
Scott W. Jacoby | - | - | 3,060 | $20,594 | ||||||||||||||||||||||||||||
Jeswant S. Gill
| - | - | 25,061 | $558,148 |
(1) | The number of shares in this column consists of the shares earned in settlement of the time-based portion of the LTIP awards, |
(a) | Mr. Grasberger’s shares consisted of three RSU grants, one grant of 20,073 RSUs vested on |
(b) | Mr. |
(c) | Mr. Hochman’s shares consisted of three RSU grants, one grant of 2,960 RSUs vested on March 3, 2018, at a fair market value of $19.80; the second grant of 5,794 RSUs vested on May 6, 2018, at a fair market value of $21.45; and the third grant of 3,834 RSUs vested on May 8, 2018, at a fair market value of $22.00. |
(d) | Ms. McKenzie’s shares consisted of three RSU grants, one grant of 2,920 RSUs vested on March 3, 2018, at a fair market value of $19.80; the second grant of 5,714 RSUs vested on May 6, 2018, at a fair market value of $21.45; and the third grant of 7,260 RSUs vested on May 8, 2018, at a fair market value of $22.00. |
(e) | Mr. Gill’s shares consisted of two RSU grants, one grant of |
(2) | On December 31, |
The following table describes pension benefits provided to the NEOs:
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||
F. Nicholas Grasberger III | ||||||||
Harsco Employees’ Pension Plan | N/A | N/A | N/A | |||||
Peter F. Minan | ||||||||
Harsco Employees’ Pension Plan | N/A | N/A | N/A | |||||
Russell C. Hochman | ||||||||
Harsco Employees’ Pension Plan | N/A | N/A | N/A | |||||
Tracey L. McKenzie | ||||||||
Harsco Employees’ Pension Plan | N/A | N/A | N/A | |||||
Scott H. Gerson | ||||||||
Harsco Employees’ Pension Plan | N/A | N/A | N/A | |||||
Scott W. Jacoby | ||||||||
Harsco Employees’ Pension Plan | 8.667 | $134,775 | $0 |
(3) | For the |
Retirement Plans2018 Pension Benefits
Only one NEO, Mr. Jacoby, isNone of our NEOs are covered under the Harsco Employees’ Pension Plan (the “HEPP”). Since Mr. Jacoby employment ceased during fiscal year 2016, his pension benefits have been adjusted accordingly. As described below, pension benefits were frozen effective December 31, 2008 under the HEPP. All other U.S.-based officers, therefore no future payments are now covered by the RSIP, as described in the narrative disclosure to the 2016 Nonqualified Deferred Compensation Table.
The HEPP is a defined benefit plan providing for normal retirement at age 65. Early retirement may be taken commencing with the first day of any month following the attainment of age 55, provided at least 15 years of service have been completed. Early retirement benefits commencing prior to age 65 are generally reduced, although the HEPP provides for unreduced pension benefits if retirement occurs after age 62, provided at least 30 years of service have been completed. The HEPP also provides for apre-retirement death benefit payable to a beneficiary designated by the participant for participants who die after qualifying for benefits.
Total pension benefits are based on final average compensation and years of service. The normal retirement benefit under the HEPP is equal to a total of 1.2% times final average compensation times years of service, up to a maximum of 33 years (the initial product), plus 1.5% times the initial product times years of service in excess of 33 years, but not in excess of 40 years. Final average compensation under the HEPP is defined as the aggregate compensation (base salary plusnon-discretionary incentive compensation) for the 60 highest consecutive months out of the last 120 months prior to the date of retirement or termination of employment.
Effective January 1, 2003, the HEPP was amended to reduce the amount ofnon-discretionary incentive compensation included in aggregate compensation from 100% to 50% for benefit amounts paid on or after that date. The amendments also reduced the multiplier applied to average compensation under the HEPP from 1.3% to 1.2%. Notwithstanding these amendments, no participant’s retirement benefit under the HEPP was reduced below the amount of benefit accrued at December 31, 2002.
The HEPP was amended again on December 31, 2003 to provide that no additional years of service would be credited to any of our salaried employees after that date, provided, however, that compensation earned for services performed after December 31, 2003 would continue to be included in determining final average compensation under the HEPP. The HEPP was further amended effective December 31, 2008 to provide that compensation earned after that date would not be included in determining final average compensation. As a result of this action and the December 31, 2003 freeze on pension benefit accrual service, the HEPP’s accrued pension benefits were frozen as of December 31, 2008. We do not provide retiree medical or retiree life insurance benefits to our executive officers.expected.
20162018 Nonqualified Deferred Compensation Table
The following table describes the nonqualified deferred compensation of the NEOs:
Name | Plan Name | Executive Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions | Aggregate Last FYE | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | ||||||||||||
F. Nicholas Grasberger III | F. Nicholas Grasberger III | F. Nicholas Grasberger III | ||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $22,400 | $5,530 | $0 | $93,516 | Non-Qualified Restoration Plan | $0 | $93,724 | ($15,956) | $0 | $247,020 | |||||||||||||
Peter F. Minan | Peter F. Minan | Peter F. Minan | ||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $9,000 | $382 | $0 | $18,244 | Non-Qualified Restoration Plan | $0 | $37,776 | ($934) | $0 | $80,271 | |||||||||||||
Russell C. Hochman | Russell C. Hochman | Russell C. Hochman | ||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $4,000 | $1,309 | $0 | $15,579 | Non-Qualified Restoration Plan | $0 | $22,865 | ($2,571) | $0 | $51,055 | |||||||||||||
Tracey L. McKenzie | Tracey L. McKenzie | Tracey L. McKenzie | ||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $3,800 | $477 | $0 | $9,774 | Non-Qualified Restoration Plan | $0 | $22,543 | ($1,309) | $0 | $43,567 | |||||||||||||
Scott H. Gerson | ||||||||||||||||||||||||
Jeswant S. Gill | Jeswant S. Gill | |||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $4,905 | $26,801 | $0 | $59,369 | Non-Qualified Restoration Plan | $0 | $18,551 | ($1,177) | $0 | $20,574 | |||||||||||||
Scott W. Jacoby (4) | ||||||||||||||||||||||||
Non-Qualified Restoration Plan | $0 | $0 | $5,733 | $0 | $79,686 |
(1) | This column reflects amounts contributed by us to the bookkeeping account maintained for each applicable NEO under our NQ RSIP. The NQ RSIP is an unfunded plan, and contributions are made in the form of credits ofnon-qualified deferred compensation to bookkeeping accounts maintained as a record of the benefits to which participants are entitled. The amounts reported in this column are reported as compensation for |
(2) | Aggregate |
(3) | Amounts reflect the value of the bookkeeping account maintained for each applicable NEO under the NQ RSIP, determined based on the value of the investment fund(s) to which such account is deemed to be allocated. The following amounts are included in the fiscalyear-end balance and, for NEOs that were included in the fiscal |
Mr. Hochman, $11,204; Ms. McKenzie, |
Nonqualified Deferred Compensation
Retirement Savings and Investment Plan (“RSIP”)
Under the RSIP, we make matching contributions to the account of each participating employee equal to 100% of the employee’s contributions up to the first 3% of compensation and 50% of the employee’s contributions up to the next 2% of compensation. In addition, the RSIP provides for a discretionary contribution, as decided by the Company each year, to the account of each eligible employee who remains an active employee as of December 31 of such plan year. Under the NQ RSIP, we provide the matching and discretionary contributions, if any, that would otherwise be made under the qualified portion of the RSIP for salaried employees’ contributions, but for Internal Revenue Code limitations under Section 402(g), Section 401(a)(17), Section 415 or Section 401(m). Company contributions to the NQ RSIP are made in the form of credits ofnon-qualified deferred compensation to bookkeeping accounts maintained as a record of the benefits to which employees are entitled.
Pursuant to Section 953(b) of the Dodd-Frank Act, the SEC issued the “Pay Ratio” disclosure rule under Item 402(u) of RegulationS-K requiring companies to disclose the ratio of annual total compensation for their Principal Executive Officer to that of the employee identified as the Company’s median compensated individual.
We determined that the 2018 annual total compensation of the individual identified as the Company’s median compensated individual (excluding the CEO) was $56,522, the annual total compensation of Mr. Grasberger was $5,737,547 and the ratio between the two was 102:1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Methodology for Selecting the Median Employee
The SEC pay ratio rules permit a company to use the same median employee identified in the first year of the required calculation for three years if there are no changes that would significantly affect the pay ratio disclosure. While our company acquired the Altek Group in 2018 (consisting of approximately 80 employees), this acquisition did not impact our employee population or compensation arrangements in any manner that would significantly affect our pay ratio disclosure. As such, the median employee used for 2018 is the same employee as identified in 2017, when we used the following methodology:
We selected October 1, 2017 as our determination date and used foreign exchange rates effective on September 30, 2017. We applied the 5% “de minimis” allowance to exclude the following countries from our employee population totaling 4.7%:
Egypt: 368 employees or 3.8% of 9,615; and
Serbia: 88 employees or 0.9% of 9,615.
The total population used for the “de minimus” exception prior to these exclusions is 9,615, with 2,091 being U.S. based employees, and 7,524 beingnon-U.S. employees. After applying the 5% “de minimis” exclusion, the total population is 9,159.
In selecting the median employee, we utilized a valid statistical sampling approach to identify a cluster of employees within 10% of the median, using a consistently applied compensation measure of annual base pay. To determine annual base pay for our hourly and our part-time employee population, we used reasonable assumptions to calculate the actual hours worked. From the cluster of employees at or near the median, we selected a median employee that best represented our overall employee population.
Putting the Ratio in Context
As discussed in the CD&A of this proxy, we target pay and benefits at competitive levels based on the job duties and location of the employee. It is our philosophy to offer total remuneration opportunities that actively support recruiting, motivating and retaining talented employees at all levels within our organization.
Our workforce is global – we have employees located in 37 countries around the world. Our international employee footprint is driven by the needs of our clients, with the majority of our employees working at client sites outside of the United States. As such, when interpreting our CEO Pay Ratio results, it is important to keep in mind that pay practices vary by country based on client contract terms, local statutory requirements, cost of living and applicable local market competitive pay practices.
Lastly, total compensation for our senior executives is comprised of a significant portion that varies based on financial and stock price performance of the Company. 82% of our CEO’s total pay varies with performance while the majority of pay for our median employee (77%) is fixed base salary and overtime. The equity portion of the CEO’s pay used in the CEO Pay Ratio calculation reflects his “opportunity” and the actual value of these awards will vary based on stock price and performance.
Termination or Change in Control Arrangements
We have entered into agreements with and maintain plans that will require us to provide compensation to certain of our NEOs in the event of a termination of employment, including as the result of a change in control.
Set forth below are tables, one for each NEO who remained an officer as of December 31, 2016,2018, showing our payment obligations following the potential termination of the officer’s employment with us, including as the result of a change in control. The amounts disclosed below in each table are estimates only and do not necessarily reflect the actual amounts that would be paid to the officers, which would only be known at the time that they become eligible for payment and, in the case of payments related to a change in control, would only be payable if a change in control were to occur. The tables reflect the amounts that would be payable under various arrangements assuming that the termination event occurred on December 31, 2016.2018.
Effective August 16, 2016, Scott W. Jacoby no longer served as Senior Vice President & Group President, Harsco Rail. For a description of the terms of the separation agreement entered into with Mr. Jacoby, see page 59.
Termination as a Result of | ||||||||||||||||||||||||||||||
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| Control (3) | ||||||||||||||||||||||||||
Voluntary (4) | Involuntary not for Cause (5) | Death or Disability (6) | Retirement (8) | |||||||||||||||||||||||||||
Compensation | ||||||||||||||||||||||||||||||
Unpaid base salary through date of termination | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Unpaidnon-equity incentive plan compensation | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||
Unpaid long-term incentives | ||||||||||||||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||||||||
| ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Unvested and accelerated (1) | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||||||
Vested | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Unvested and | ✓ | |||||||||||||||||||||||||||||
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Stock Appreciation Rights | ||||||||||||||||||||||||||||||
Vested | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Unvested and accelerated (1) | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||
Performance Shares | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||
Unpaid deferred compensation | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
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Multiple of base salary and | target incentive award | ✓ | ||||||||||||||||||||||||||||
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Benefits and | ||||||||||||||||||||||||||||||
Defined benefit pension plan | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
401(k) savings plan | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Supplemental retirement benefit plan | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
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Life insurance proceeds | ✓(7) | |||||||||||||||||||||||||||||
Accrued but unpaid vacation | ✓ | ✓ | ✓ | ✓ |
(1) | Pursuant to the terms of each RSU and SAR award agreement, RSUs and SARs granted to our NEOs immediately vest and becomenon-forfeitable upon the executive’s death, disability or retirement on or after the specified retirement age (age 62). In addition, RSUs and SARs granted to our NEOs under the 1995 Plan immediately vest and becomenon-forfeitable upon a change in control (as defined in the 1995 Plan). RSUs and SARs granted to our NEOs under the 2013 Plan immediately vest and becomenon-forfeitable upon the executive’s qualifying termination following a change in control (as defined in the 2013 Plan). |
(2) | The stock options granted to certain of our NEOs in 2011 automatically accelerate and become vested upon a change in control. |
(3) | In accordance with the terms of the change in control severance agreements entered into by and between us and |
Ms. McKenzie will each be entitled to the payments described below if such executive’s employment is terminated by us or by them under the circumstances described below during the three-year period following the date on which a “change in control” (as defined in the CIC Agreement) occurs (which we refer to as the “Protection Period”): |
Termination due to death or disability (as defined in the CIC Agreement): the CIC Agreement will terminate without further obligations other than those accrued or earned and vested (if applicable) as of the date of termination, including:
the executive’s full base salary through the date of termination at the rate in effect on the date of termination or, if higher, at the highest rate in effect at any time from the90-day period preceding the effective date of the change in control through the date of termination (the “Highest Base Salary”);
apro-rata target annual incentive compensation payment for the year of termination; and
any compensation previously deferred by the executive (together with any accrued interest) and not yet paid by us and any accrued vacation pay not yet paid by us (we refer to the amounts in these threesub-bullets as the “Accrued Obligations”);
Termination for “cause” (as defined in the CIC Agreement): the CIC Agreement will terminate without further obligations other than the obligation to pay to the executive the Highest Base Salary through the date of termination plus the amount of any compensation previously deferred by the executive (together with any accrued interest) and not yet paid by us;
Termination by the executive other than for “good reason” (as defined in the CIC Agreement), including by reason of retirement: the CIC Agreement will terminate without further obligations other than those accrued or earned and vested (if applicable) through the date of termination, including the executive’s base salary through the date of termination at the rate in effect on the date of termination plus the amount of any compensation previously deferred by the executive (together with any accrued interest) and not yet paid by us; and
Termination by us (other than for “cause,” death or disability) or termination by the executive for “good reason”: we shall pay the executive the aggregate of the following amounts:
the executive’s full base salary and vacation pay accrued through the date of termination at the rate in effect on the date of termination pluspro-rated annual incentive compensation through the date of termination at the same percentage rate applicable to the calendar year immediately prior to the year in which the date of termination occurs, plus all other amounts to which the executive is entitled under any of our compensation plans, programs, practices or policies in effect at the time such payments are due;
any compensation previously deferred by the executive (together with any accrued interest) and not yet paid by us; and
a lump sum severance payment in an amount equal to a multiple of the executive’s Highest Base Salary and target annual incentive compensation in effect for the year in which the date of termination occurs. The multiple is three times base salary and target incentive compensation in the case of Mr. Grasberger, and two times base salary and target incentive compensation in the case of Messrs. Minan, Hochman and Gill and Ms. McKenzie.
The payments described above and shown in the individual tables below may be subject to reduction to avoid the imposition of golden parachute excise taxes in certain cases. No downward adjustments have been estimated or reflected in the individual tables below. No NEO is entitled to agross-up payment to offset any golden parachute excise taxes or related taxes that may be owed as a result of the NEO’s receipt of compensation from the Company.
The individual tables below set forth the present value of lump sum payments for Accrued Obligations and the other payments described above based on 20162018 salaries and 20162018 target annual incentive compensation, assuming the triggering event occurred on December 31, 20162018 during a Protection Period.
In addition to the benefits provided under the CIC Agreements, following a qualifying change in control, each of our NEOs would be entitled to the following benefits under existing plans and arrangements:
(4) | The individual tables below set forth the present value of the lump sum payments for each executive officer assuming (a) the executive officer was terminated for cause or voluntarily on December 31, |
(5) | The individual tables below set forth the present value of the lump sum payments for each executive officer assuming (a) the executive officer was terminated involuntarily without cause on December 31, |
(6) | The individual tables below set forth the present value of the lump sum payments for each executive officer assuming (a) the executive’s death or disability occurred on December 31, |
(7) | Life insurance proceeds are payable only in the event of the executive’s death (not disability). |
(8) | The individual tables below set forth the present value of the lump sum payments for each executive officer assuming (a) the executive officer retired on December 31, |
The following table describes the potential compensation upon termination or a change in control for F. Nicholas Grasberger III, our Chairman, President & CEO, assuming such events occurred at December 31, 2016:2018:
Termination as a Result of
| ||||||||||||||||||||||||||||
Executive Benefits and Payments Upon Termination | Termination as a Result of | Change in
|
Change in Control — Involuntary not for Cause
| Cause or Voluntary ($) (1)
| Involuntary ($)
| Death
| Disability
| Retirement
| ||||||||||||||||||||
Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($)(1) | Involuntary not for Cause ($) | Death ($)(2) | Disability ($)(2) | Retirement ($) | ||||||||||||||||||||||
Compensation | ||||||||||||||||||||||||||||
Unpaid Base Salary | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation(3) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid Long-Term Incentives(4): | ||||||||||||||||||||||||||||
UnpaidNon-Equity Incen- tive Plan Compensation (3)
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid long-term incentives (4)
| ||||||||||||||||||||||||||||
RSUs (unvested and accelerated) | -0- | $2,856,218 | -0- | -0- | $2,856,218 | $2,856,218 | -0- | -0- | 2,434,121 | -0- | -0- | 2,434,121 | 2,434,121 | -0- | ||||||||||||||
SARs (unvested and accelerated) | -0- | $1,858,362 | -0- | -0- | $1,858,362 | $1,858,362 | -0- | -0- | 1,765,295 | -0- | -0- | 1,765,295 | 1,765,295 | -0- | ||||||||||||||
PSUs | -0- | $3,205,710 | -0- | -0- | $3,205,710 | $3,205,710 | -0- | -0- | 4,676,156 | -0- | -0- | 4,676,156 | 4,676,156 | -0- | ||||||||||||||
Multiple of Base Salary | -0- | $2,475,000 | -0- | -0- | -0- | -0- | -0- | -0- | 2,677,500 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Multiple ofNon-Equity Incentive Plan Compensation | -0- | $2,722,500 | -0- | -0- | -0- | -0- | -0- | -0- | 2,945,250 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Deferred Compensation | ||||||||||||||||||||||||||||
NQ RSIP and Unpaid Deferred Compensation | $93,516 | $93,516 | $93,516 | $93,516 | $93,516 | $93,516 | $93,516 | 247,020 | 247,020 | 247,020 | 247,020 | 247,020 | 247,020 | 247,020 | ||||||||||||||
RSIP | $111,163 | $111,163 | $111,163 | $111,163 | $111,163 | $111,163 | $111,163 | 194,429 | 194,429 | 194,429 | 194,429 | 194,429 | 194,429 | 194,429 | ||||||||||||||
Benefits and Perquisites | ||||||||||||||||||||||||||||
Benefits and perquisites
| ||||||||||||||||||||||||||||
Pension | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Life Insurance Proceeds | -0- | -0- | -0- | -0- | $500,000 | -0- | -0- | -0- | -0- | -0- | -0- | 500,000 | -0- | -0- | ||||||||||||||
Total: | $204,679 | $13,322,469 | $204,679 | $204,679 | $8,624,969 | $8,124,969 | $204,679 | 441,449 | 14,939,771 | 441,449 | 441,449 | 9,817,021 | 9,317,021 | 441,449 |
(1) | If Mr. Grasberger were terminated during the Protection Period for cause, he would receive the payment shown for termination as a result of cause in anon-change in control scenario. |
(2) | The amounts payable to Mr. Grasberger due to his death or disability during the Protection Period would match the amounts payable to him for such occurrences outside of the Protection Period. |
(3) | Assumes allnon-equity incentive plan compensation earned for |
(4) | Vesting of awards granted under the 2013 Plan only accelerates in the event of a qualifying termination following a change in control. |
The following table describes the potential compensation upon termination or a change in control for Peter F. Minan, our Senior Vice President & CFO, assuming such events had occurred at December 31, 2016:2018:
Termination as a Result of
| ||||||||||||||||||||||||||||
Executive Benefits and Payments Upon Termination | Termination as a Result of | Change in Control — Voluntary
|
Change in Control — Involuntary not for Cause
| Cause or Voluntary ($) (1)
| Involuntary not for Cause ($)
| Death
| Disability
| Retirement
| ||||||||||||||||||||
Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($)(1) | Involuntary not for Cause ($) | Death ($)(2) | Disability ($)(2) | Retirement ($) | ||||||||||||||||||||||
Compensation | Compensation
| |||||||||||||||||||||||||||
Unpaid Base Salary | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation(3) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid Long-Term Incentives(4): | ||||||||||||||||||||||||||||
UnpaidNon-Equity
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid long-term incentives (4)
| Unpaid long-term incentives (4)
| |||||||||||||||||||||||||||
RSUs (unvested and accelerated) | -0- | $730,701 | -0- | -0- | $730,701 | $730,701 | -0- | -0- | 721,613 | -0- | -0- | 721,613 | 721,613 | -0- | ||||||||||||||
SARs (unvested and accelerated) | -0- | $551,879 | -0- | -0- | $551,879 | $551,879 | -0- | -0- | 524,239 | -0- | -0- | 524,239 | 524,239 | -0- | ||||||||||||||
�� | ||||||||||||||||||||||||||||
PSUs | -0- | $952,000 | -0- | -0- | $952,000 | $952,000 | -0- | -0- | 1,216,584 | -0- | -0- | 1,216,584 | 1,216,584 | -0- | ||||||||||||||
Multiple of Base Salary | -0- | $980,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,039,682 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Multiple ofNon-Equity Incentive Plan Compensation | -0- | $735,000 | -0- | -0- | -0- | -0- | -0- | -0- | 779,761 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Deferred Compensation | Deferred Compensation
| |||||||||||||||||||||||||||
NQ RSIP and Unpaid Deferred Compensation | $18,244 | $18,244 | $18,244 | $18,244 | $18,244 | $18,244 | $18,244 | 80,271 | 80,271 | 80,271 | 80,271 | 80,271 | 80,271 | 80,271 | ||||||||||||||
RSIP | $53,433 | $53,433 | $53,433 | $53,433 | $53,433 | $53,433 | $53,433 | 128,920 | 128,920 | 128,920 | 128,920 | 128,920 | 128,920 | 128,920 | ||||||||||||||
Benefits and Perquisites | ||||||||||||||||||||||||||||
Benefits and perquisites
| Benefits and perquisites
| |||||||||||||||||||||||||||
Pension | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Life Insurance Proceeds | -0- | -0- | -0- | -0- | $500,000 | -0- | -0- | -0- | -0- | -0- | -0- | 500,000 | -0- | -0- | ||||||||||||||
Total: | $71,677 | $4,021,257 | $71,677 | $71,677 | $2,806,257 | $2,306,257 | $71,677 | 209,191 | 4,491,070 | 209,191 | 209,191 | 3,171,627 | 2,671,627 | 209,191 |
(1) | If Mr. Minan were terminated during the Protection Period for cause, he would receive the payment shown for termination as a result of cause in anon-change in control scenario. |
(2) | The amounts payable to Mr. Minan due to his death or disability during the Protection Period would match the amounts payable to him for such occurrences outside of the Protection Period. |
(3) | Assumes allnon-equity incentive plan compensation earned for |
(4) | Vesting of awards granted under the 2013 Plan only accelerates in the event of a qualifying termination following a change in control. |
The following table describes the potential compensation upon termination or a change in control for Tracey L. McKenzie, our Senior Vice President and Chief Human Resources Officer, assuming such events occurred at December 31, 2016:
Executive Benefits and Payments Upon Termination | Termination as a Result of | |||||||||||||
Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($)(1) | Involuntary not for Cause ($) | Death ($)(2) | Disability ($)(2) | Retirement ($) | ||||||||
Compensation | ||||||||||||||
Unpaid Base Salary | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
UnpaidNon-Equity Incentive Plan Compensation(3) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
Unpaid Long-Term Incentives(4): | ||||||||||||||
RSUs (unvested and accelerated) | -0- | $399,609 | -0- | -0- | $399,609 | $399,609 | -0- | |||||||
SARs (unvested and accelerated) | -0- | $270,310 | -0- | -0- | $270,310 | $270,310 | -0- | |||||||
PSUs | -0- | $466,290 | -0- | -0- | $466,290 | $466,290 | -0- | |||||||
Multiple of Base Salary | -0- | $720,000 | -0- | -0- | -0- | -0- | -0- | |||||||
Multiple ofNon-Equity Incentive Plan Compensation | -0- | $468,000 | -0- | -0- | -0- | -0- | -0- | |||||||
Deferred Compensation | ||||||||||||||
NQ RSIP and Unpaid Deferred Compensation | $9,774 | $9,774 | $9,774 | $9,774 | $9,774 | $9,774 | $9,774 | |||||||
RSIP | $59,275 | $59,275 | $59,275 | $59,275 | $59,275 | $59,275 | $59,275 | |||||||
Benefits and Perquisites | ||||||||||||||
Pension | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
Life Insurance Proceeds | -0- | -0- | -0- | -0- | $500,000 | -0- | -0- | |||||||
Total: | $69,049 | $2,393,258 | $69,049 | $69,049 | $1,705,258 | $1,205,258 | $69,049 |
The following table describes the potential compensation upon termination or a change in control for Russell C. Hochman, our Senior Vice President & General Counsel, Chief Compliance Officer & Corporate Secretary, assuming such events occurred at December 31, 2016:2018:
Termination as a Result of
| ||||||||||||||||||||||||||||
Executive Benefits and Payments Upon Termination | Termination as a Result of | Change in Control — Voluntary
|
Change in Control — Involuntary not for Cause
| Cause or Voluntary ($) (1) | Involuntary not for Cause ($)
| Death
| Disability
| Retirement
| ||||||||||||||||||||
Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($)(1) | Involuntary not for Cause ($) | Death ($)(2) | Disability ($)(2) | Retirement ($) | ||||||||||||||||||||||
Compensation | Compensation
| |||||||||||||||||||||||||||
Unpaid Base Salary | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation(3) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid Long-Term Incentives(4): | ||||||||||||||||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation (3)
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid long-term incentives (4)
| Unpaid long-term incentives (4)
| |||||||||||||||||||||||||||
RSUs (unvested and accelerated) | -0- | $338,694 | -0- | -0- | $338,694 | $338,694 | -0- | -0- | 389,792 | -0- | -0- | 389,792 | 389,792 | -0- | ||||||||||||||
SARs (unvested and accelerated) | -0- | $274,065 | -0- | -0- | $274,065 | $274,065 | -0- | -0- | 260,543 | -0- | -0- | 260,543 | 260,543 | -0- | ||||||||||||||
PSUs(5) | -0- | $472,763 | -0- | -0- | $472,763 | $472,763 | -0- | |||||||||||||||||||||
PSUs
| -0- | 667,018 | -0- | -0- | 667,018 | 667,018 | -0- | |||||||||||||||||||||
Multiple of Base Salary | -0- | $730,000 | -0- | -0- | -0- | -0- | -0- | -0- | 800,000 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Multiple ofNon-Equity Incentive Plan Compensation | -0- | $474,500 | -0- | -0- | -0- | -0- | -0- | -0- | 520,000 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Deferred Compensation | Deferred Compensation
| |||||||||||||||||||||||||||
NQ RSIP and Unpaid Deferred Compensation | $15,579 | $15,579 | $15,579 | $15,579 | $15,579 | $15,579 | $15,579 | 51,055 | 51,055 | 51,055 | 51,055 | 51,055 | 51,055 | 51,055 | ||||||||||||||
RSIP | $142,665 | $142,665 | $142,665 | $142,665 | $142,665 | $142,665 | $142,665 | 236,077 | 236,077 | 236,077 | 236,077 | 236,077 | 236,077 | 236,077 | ||||||||||||||
Benefits and Perquisites | ||||||||||||||||||||||||||||
Benefits and perquisites
| Benefits and perquisites
| |||||||||||||||||||||||||||
Pension | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Life Insurance Proceeds | -0- | -0- | -0- | -0- | $500,000 | -0- | -0- | -0- | -0- | -0- | -0- | 500,000 | -0- | -0- | ||||||||||||||
Total: | $158,244 | $2,448,266 | $158,244 | $158,244 | $1,743,766 | $1,243,766 | $158,244 | 287,132 | 2,924,485 | 287,132 | 287,132 | 2,104,485 | 1,604,485 | 287,132 |
(1) | If Mr. Hochman were terminated during the Protection Period for cause, he would receive the payment shown for termination as a result of cause in anon-change in control scenario. |
(2) | The amounts payable to Mr. Hochman due to his death or disability during the Protection Period would match the amounts payable to him for such occurrences outside of the Protection Period. |
(3) | Assumes allnon-equity incentive plan compensation earned for |
(4) | Vesting of awards granted under the 2013 Plan only accelerates in the event of a qualifying termination following a change in control. |
The following table describes the potential compensation upon termination or a change in control for Scott H. Gerson,Tracey L. McKenzie, our Senior Vice President and Group President Harsco Industrials,& Chief Human Resources Officer, assuming such events occurred at December 31, 2016:2018:
Termination as a Result of
| ||||||||||||||||||||||||||||
Executive Benefits and Payments Upon Termination | Termination as a Result of | Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good | Cause or Voluntary ($) (1) | Involuntary not for Cause ($) | Death ($) (2) | Disability ($) (2) | Retirement ($) | ||||||||||||||||||||
Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($)(1) | Involuntary not for Cause ($) | Death ($)(2) | Disability ($)(2) | Retirement ($) | ||||||||||||||||||||||
Compensation | Compensation
| |||||||||||||||||||||||||||
Unpaid Base Salary | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation(3) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid Long-Term Incentives(4): | ||||||||||||||||||||||||||||
UnpaidNon-Equity Incentive Plan Compensation (3)
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
Unpaid long-term incentives (4)
| Unpaid long-term incentives (4)
| |||||||||||||||||||||||||||
RSUs (unvested and accelerated) | -0- | $356,674 | -0- | -0- | $356,674 | $356,674 | -0- | -0- | 384,470 | -0- | -0- | 384,470 | 384,470 | -0- | ||||||||||||||
SARs (unvested and accelerated) | -0- | $247,784 | -0- | -0- | $247,784 | $247,784 | -0- | -0- | 256,971 | -0- | -0- | 256,971 | 256,971 | -0- | ||||||||||||||
PSUs(5) | -0- | $427,421 | -0- | -0- | $427,421 | $427,421 | -0- | |||||||||||||||||||||
PSUs
| -0- | 657,922 | -0- | -0- | 657,922 | 657,922 | -0- | |||||||||||||||||||||
Multiple of Base Salary | -0- | $660,000 | -0- | -0- | -0- | -0- | -0- | -0- | 800,000 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Multiple ofNon-Equity Incentive Plan Compensation | -0- | $495,000 | -0- | -0- | -0- | -0- | -0- | -0- | 520,000 | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Deferred Compensation | Deferred Compensation
| |||||||||||||||||||||||||||
NQ RSIP and Unpaid Deferred Compensation | $59,369 | $59,369 | $59,369 | $59,369 | $59,369 | $59,369 | $59,369 | 43,567 | 43,567 | 43,567 | 43,567 | 43,567 | 43,567 | 43,567 | ||||||||||||||
RSIP | $234,800 | $234,800 | $234,800 | $234,800 | $234,800 | $234,800 | $234,800 | 122,068 | 122,068 | 122,068 | 122,068 | 122,068 | 122,068 | 122,068 | ||||||||||||||
Benefits and Perquisites | ||||||||||||||||||||||||||||
Benefits and perquisites
| Benefits and perquisites
| |||||||||||||||||||||||||||
Pension | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||
Life Insurance Proceeds | -0- | -0- | -0- | -0- | $500,000 | -0- | -0- | -0- | -0- | -0- | -0- | 500,000 | -0- | -0- | ||||||||||||||
Total: | $294,169 | $2,481,048 | $294,169 | $294,169 | $1,826,048 | $1,326,048 | $294,169 | 165,635 | 2,784,998 | 165,635 | 165,635 | 1,964,998 | 1,464,998 | 165,635 |
(1) | If Ms. McKenzie were terminated during the Protection Period for cause, she would receive the payment shown for termination as a result of cause in anon-change in control scenario. |
(2) | The amounts payable to Ms. McKenzie due to her death or disability during the Protection Period would match the amounts payable to her for such occurrences outside of the Protection Period. |
(3) | Assumes allnon-equity incentive plan compensation earned for 2018, as disclosed in the“Non-Equity Incentive Plan Compensation” column of the 2018 Summary Compensation Table, has been earned as of December 31, 2018, and thus is not additional compensation resulting from the termination scenarios described in this table. |
(4) | Vesting of awards granted under the 2013 Plan only accelerates in the event of a qualifying termination following a change in control. |
The following table describes the potential compensation upon termination or a change in control for Jeswant S. Gill, our Senior Vice President & Group President Harsco Rail, assuming such events occurred at December 31, 2018:
Termination as a Result of | ||||||||||||||
Executive Benefits and Payments Upon Termination | Change in Control — Voluntary ($) | Change in Control — Involuntary not for Cause / for Good Reason ($) | Cause or Voluntary ($) (1) | Involuntary not for Cause ($) | Death ($) (2) | Disability ($) (2) | Retirement ($) | |||||||
Compensation
| ||||||||||||||
Unpaid Base Salary
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
UnpaidNon-Equity Incentive Plan Compensation (3)
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
Unpaid long-term incentives (4)
| ||||||||||||||
RSUs (unvested and accelerated)
| -0- | 310,412 | -0- | -0- | 310,412 | 310,412 | -0- | |||||||
SARs (unvested and accelerated)
| -0- | 134,056 | -0- | -0- | 134,056 | 134,056 | -0- | |||||||
PSUs
| -0- | 607,438 | -0- | -0- | 607,438 | 607,438 | -0- | |||||||
Multiple of Base Salary
| -0- | 721,000 | -0- | -0- | -0- | -0- | -0- | |||||||
Multiple ofNon-Equity Incentive Plan Compensation
| -0- | 540,750 | -0- | -0- | -0- | -0- | -0- | |||||||
Deferred Compensation
| ||||||||||||||
NQ RSIP and Unpaid Deferred Compensation
| 20,574 | 20,574 | 20,574 | 20,574 | 20,574 | 20,574 | 20,574 | |||||||
RSIP
| 54,025 | 54,025 | 54,025 | 54,025 | 54,025 | 54,025 | 54,025 | |||||||
Benefits and perquisites
| ||||||||||||||
Pension
| -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||
Life Insurance Proceeds
| -0- | -0- | -0- | -0- | 500,000 | -0- | -0- | |||||||
Total:
| 74,599 | 2,388,255 | 74,599 | 74,599 | 1,626,505 | 1,126,505 | 74,599 |
(1) | If Mr. |
(2) | The amounts payable to Mr. |
(3) | Assumes allnon-equity incentive plan compensation earned for |
(4) | Vesting of awards granted under the 2013 Plan only accelerates in the event of a qualifying termination following a change in control. |
EQUITY COMPENSATION PLAN INFORMATION (AS OF DECEMBEREquity Compensation Plan Information (as of December 31, 2016)2018)
Plan category
| Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)
| Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)
| |||
Equity compensation plans approved by security holders | 3,210,517(1) | $13.33 | 3,651,413(2) | |||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||
Total | 3,210,517(1) | $13.33 | 3,651,413(2) |
Plan category | Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in | |||
Equity compensation plans approved by security holders | 3,277,992 (1) | $17.76 | 3,889,526 (2) | |||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||
Total | 3,277,992 (1) | $17.76 | 3,889,526 (2) |
(1) | Includes |
(2) | Plans include the 1995 Executive Incentive Compensation Plan, the 1995Non-Employee Directors’ Stock Plan, the |
PROPOSALProposal 3: VOTE, ON AN ADVISORY BASIS, ON NAMED EXECUTIVE OFFICER COMPENSATIONVote, on an Advisory Basis, to Approve Named Executive Officer Compensation
In accordance with the Dodd-Frank Act and related SEC rules, and as required under Section 14A of the Exchange Act, our Board has adopted a policy of providing an annual stockholder vote to approve, on an advisory(non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement.
Response to PreviousSay-on-Pay Votes
Our 2016 annual meeting was our sixth year holding annual advisory votes on executive compensation, or“say-on-pay,” in accordance with the Dodd-Frank Act. Stockholders voted strongly in support of Harsco’s executive compensation programs in 20162018 with approximately 96%95% of votes cast in support of the program. We believe the continued support demonstrates that we are committed to attaining the highest levels of stockholder support for our executive compensation programs and that we respect input from our stockholders and take their concerns seriously.
As described in detail under “Compensation Discussion & Analysis,” our executive compensation program’s primary objective is aligning our executives’ pay with the interests of our stockholders. The program is also designed to reward short- and long-term financial, strategic and operational business results, while facilitating the Company’s need to attract, motivate, develop and retain and motivate superior executive talent, including our NEOs,highly-qualified executives who are critical to our success. Under this program, we seek to align pay and performance by making a significant portion of our NEOs’ total compensation dependent on:
success.
We have many compensation practices that help ensure that our compensation programs are strongly aligned with our goals and strategies and promote good pay and corporate governance practices. These practices are discussed in detail under “Meetings and Committees of the Board” and “Compensation Discussion & Analysis” and include:
Tie a significant amount of executive pay to Company performance;
Reward for business unit, corporate, and individual performance;
Maintain a clawback policy in the event of a material financial restatement;
Prohibit hedging and short sales;
Utilize an independent compensation advisor and review performance and independence annually;
Conduct an annual risk review and make program changes as necessary;
Require a “double trigger” for severance payments upon a change in control; and
Maintain substantial stock ownership guidelines and stock holding requirements for Directors and executive officers that promote alignment of their interests with our stockholders’ interests;
interests.
Please read the “Compensation Discussion & Analysis” beginning on page 33 and the accompanying executive compensation tables beginning on page 63section for additional details about our executive compensation programs, including information about the fiscal year 20162018 compensation of our NEOs.
We are asking our stockholders to support our NEO compensation as described in this Proxy Statement. This proposal gives you, as a stockholder, the opportunity to express your views on our NEOs’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our NEOs described in this Proxy Statement. Our MD&C Committee
and our Board believe our overall program effectively implements our compensation philosophy and achieves our goals. Accordingly, we ask you to vote “FOR” the following resolution at our Annual Meeting:
“RESOLVED, that Harsco Corporation’s stockholders approve, on an advisory basis, the compensation paid to Harsco Corporation’s Named Executive Officers, as disclosed in the Proxy Statement for the 20172019 Annual Meeting of Stockholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion & Analysis, the Executive Compensation Tables and related narrative discussion.”
Required Vote: Our NEO compensation as disclosed in this Proxy Statement will be approved if it receives more votes “FOR” than votes “AGAINST.” Abstentions will be treated ashave the effect of votes “AGAINST” with respect to this proposal and broker“non-votes” are not considered as votes cast with respect to this proposal and therefore will have no effect on the outcome.
This vote on NEO compensation is advisory, and therefore will not be binding on the Company, our MD&C Committee or our Board. However, our Board and MD&C Committee value our stockholders’ opinions. If a significant percentage of our stockholders votes against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns, and the Human Resources Department and MD&C Committee will evaluate whether any actions are necessary or appropriate to address those concerns. Unless our Board modifies its policy of holding an advisory vote to approve executive compensation on an annual basis, the next advisory vote will be held at our 20182020 Annual Meeting of Stockholders.
The Board recommends that you vote “FOR” the approval, on an advisory basis, of our Named Executive Officer compensation as disclosed in this Proxy Statement.
PROPOSAL 4: VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
As described in Proposal No. 3 above, in accordanceTransactions with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory vote to approve the compensation of our NEOs. This Proposal No. 4 affords stockholders the opportunity to cast an advisory vote on how often we should include asay-on-payRelated Persons proposal in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a“say-on-pay frequency proposal”). Under this Proposal No. 4, stockholders may vote to have thesay-on-pay vote every year, every two years, or every three years.
Our stockholders voted on a similar proposal in 2011 with the majority voting to hold thesay-on-pay vote every year. We continue to believe thatsay-on-pay votes should be conducted every year so that our stockholders may annually express their views on our executive compensation program.
As an advisory vote, this proposal is not binding on the Company or the Board. However, the Board values the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting asay-on-pay vote.
Stockholders may cast their advisory vote to conduct advisory votes on named executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”
Required Vote: The vote on the frequency of advisory votes on the compensation of the Company’s named executive officers requires the affirmative vote of the holders of at least a majority of the shares represented at the Annual Meeting. Please note that stockholder have four choices (every one, two or three years, or abstain). Stockholders are not voting to approve or disapprove the Board’s recommendation.
The Board recommends a vote to holdsay-on-pay votes every 1 YEAR (as opposed to 2 years or 3 years).
PROPOSAL 5: APPROVAL OF AMENDMENT NO. 1 TO THE 2013 EQUITY AND INCENTIVE COMPENSATION PLAN
On February 16, 2017, upon the recommendation of the MD&C Committee, the Board adopted Amendment No. 1 to the Company’s 2013 Equity and Incentive Compensation Plan (the “2013 Plan”) subject to stockholder approval of certain provisions of the amendment solicited by this proxy statement. The amendment is set forth in Appendix A hereto.
We are seeking stockholder approval to amend the 2013 Plan to (i) increase the number of shares of Common Stock of the Company (the “Shares”) reserved for issuance under the 2013 Plan by an additional one million Shares, increasing the total number of Shares under the 2013 Plan from 6,800,000 to 7,800,000; and (ii) increase the total number of Shares issuable in connection with “full value awards” (awards other than stock options, SARs or other awards for which the holder pays the intrinsic value existing as of the date of grant) from 3,400,000 Shares to 4,621,000 Shares. Our continuing ability to offer equity incentive awards under the 2013 Plan is critical to our ability to attract, motivate and retain qualified personnel, particularly in light of the highly competitive market for employee talent in which we operate.
The Board of Directors has determined that it is in the best interests of the Company and its stockholders to approve this proposal. The Board has approved the amendment to the 2013 Plan and share increase subject to stockholder approval, and recommends that stockholders vote in favor of this proposal at the Annual Meeting. Stockholder approval of this proposal requires the affirmative vote of a majority of the outstanding Shares that are present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.
If stockholders approve this proposal, Amendment No 1 to the 2013 Plan and the share increase will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, Amendment No 1 to the 2013 Plan and share increase will not take effect and our 2013 Plan will continue to be administered in its current form. The remainder of this discussion, when referring to the 2013 Plan, refers to the 2013 Plan as if this proposal to amend the 2013 Plan is approved by our stockholders, unless otherwise specified or the context otherwise references the 2013 Plan prior to amendment.
The 2013 Plan was initially adopted by the Board of Directors on March 18, 2013, and our stockholders approved it in April 2013. As described in more detail below, the initial share reserve under the 2013 Plan was 6,800,000 Shares, and the initial limitation on “full value awards” was 3,400,000. As discussed in our 2013 proxy statement, when we sought initial stockholder approval of the 2013 Plan, we believed the Shares reserved for issuance under it would be sufficient to enable us to grant equity awards until some point in 2017. This estimate was based on, among other factors, forecasts that took into account our recent share usage, the number of Shares we then had available for grant under our prior equity incentive plan and the historical burn rate under our prior equity incentive plan.
As of December 31, 2016, approximately 3,651,413 Shares remained available for grant under the 2013 Plan, of which 1,779,549 were issuable as “full value awards” under the remaining 2013 Plan limitation. The Board believes that additional Shares, as well as the increase in the limitation on “full value awards,” are necessary to meet the Company’s anticipated equity compensation needs for approximately the next four years from the Annual Meeting. This estimate is based on a forecast that takes into account our anticipated rate of growth in hiring, an estimated range of our stock price over time, our historical burn rates, and our current mix of award types under the 2013 Plan, as well as the number of Shares we have available for grant under our 2013 Plan. We have also considered proxy advisory firm guidelines in determining an appropriate number of Shares to seek to add to the 2013 Plan.
Reasons for Voting for the Proposal
Harsco delivers a significant portion of incentive compensation for eligible employees and senior executives in deferred equity awards, primarily in restricted stock units (RSUs) that are impacted by future stock price performance over a multi-year period, and performance stock units (PSUs) that only deliver value if the Company meets specific performance targets after three years. We believe this approach to executive compensation aligns the interests of the Company’s employees with those of its stockholders and is consistent with executive motivation, best practices, and regulatory principles.
The Board believes that the amendment to the 2013 Plan is in the best interest of stockholders and supports this proposal for the following reasons:
Information Regarding Company Equity Awards in the Last Three Fiscal Years
Information provided in the table below includes awards granted under the 2013 Plan, the 1995Non-Employee Directors’ Stock Plan and the Director Plan.
Fiscal Year
| Stock Options
| RSUs Granted
| PSUs Earned(1)
| Total Granted or
| Weighted
| Equity Burn
| ||||||
2016 | 576,405 | 646,771 | 0 | 1,223,176 | 80,100,000 | 1.53 | ||||||
2015 | 532,615 | 299,664 | 0 | 832,279 | 80,234,000 | 1.04 | ||||||
2014 | 450,894 | 311,263 | 1,784 | 763,941 | 80,884,000 | 0.94 |
Information Regarding Company Share Dilution and Overhang as of December 31, 2016
Information provided in the table below includes awards granted under the 2013 Plan, the 1995Non-Employee Directors’ Stock Plan and the Director Plan.
Stock Options
| Non-vested
| Shares
| Shares
| Total
| Common
| Diluted
| Additional
| Diluted
| ||||||||
1,590,873 | 1,619,644 | 3,651,413 | 290,002 | 7,151,932 | 80,174,963 | 8.19% | 1,000,000 | 9.23% |
The amendment to the 2013 Plan modifies the existing 2013 Plan to: (1) increase the number of shares available for new awards under the 2013 Plan from 6,800,000 shares to a total of 7,800,000 available shares; (2) increase the number of shares that may be issued or transferred by the Company in connection with awards other than options or appreciation rights from 3,400,000 shares to 4,621,000 shares; and (3) increase the number of shares that may be issued or transferred upon the exercise of incentive stock options from 6,800,000 shares to 7,800,000 shares.
The outstanding awards under the existing 2013 Plan will continue to remain outstanding in accordance with their terms.
Description of the 2013 Plan, as Amended
The following is a description of the principal provisions of the 2013 Plan, as amended. This summary is qualified in its entirety by reference to the full text of Amendment No. 1 attached as Appendix A to this Proxy Statement and the 2013 Plan document.
2013 Plan Highlights
Administration. The 2013 Plan is administered by the MD&C Committee. The MD&C Committee may delegate its authority under the 2013 Plan to a subcommittee. The MD&C Committee or the subcommittee may delegate to one or more of its members or to one or more of our officers, agents or advisors, administrative duties or powers, and may authorize one or more officers to do one or both of the following (subject to certain limitations described in the 2013 Plan):
Reasonable 2013 Plan Limits. Subject to adjustment as described in the 2013 Plan, total awards under the 2013 Plan are limited to 7,800,000 shares. In addition, the 2013 Plan contains a 59% full-value award limit, which means that, subject to adjustment as described in the 2013 Plan, the aggregate number of shares actually issued or transferred by us in connection with “full value awards” (awards other than stock options, SARs or other awards for which the holder pays the intrinsic value existing as of the date of grant) will not exceed 4,621,000 shares. However, all 7,800,000 shares available for awards under the 2013 Plan may be used for stock options and SARs. These shares may be shares of original issuance or treasury shares or a combination of the foregoing.
The 2013 Plan also provides that, subject to adjustment as described in the 2013 Plan:
Allowances for Conversion Awards and Assumed Plans. Common stock covered by awards granted under the 2013 Plan will not be counted as used unless and until the shares are actually issued or transferred. However, common stock issued or transferred under awards granted under the 2013 Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, RSUs or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against the aggregate share limit or other 2013 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the 2013 Plan under circumstances further described in the 2013 Plan, but will not count against the aggregate share limit or other 2013 Plan limits described above.
Limited Share Recycling Provisions. Common stock covered by awards granted under the 2013 Plan will not be counted as used unless and until the shares are actually issued or transferred. The 2013 Plan also provides that if any common stock issued or transferred with respect to awards granted under the 2013 Plan is forfeited, or if awards granted under the 2013 Plan expire or are settled for cash, those shares will again be available under the 2013 Plan to the extent of the forfeiture, expiration, or cash settlement. The following shares of common stock will not be added back to the aggregate share limit under the 2013 Plan: (1) shares tendered or withheld in payment of an option’s exercise price; (2) shares withheld by us to satisfy tax withholding obligations; and (3) shares that are repurchased by us with stock option proceeds. Further, all shares of common stock covered by SARs that are exercised and settled in stock, whether or not all shares of common stock covered by the SARs are actually issued to the participant upon exercise, will be considered issued or transferred pursuant to the 2013 Plan.
Minimum Vesting Periods. The 2013 Plan provides that, except for awards under which up to an aggregate of 5% of the maximum number of shares common stock are issued or transferred under the 2013 Plan:
No Repricing Without Stockholder Approval. We have never repriced underwater stock options or SARs, and the repricing of options and SARs (outside of certain corporate transactions or adjustment events described in the 2013 Plan) is prohibited without stockholder approval under the 2013 Plan.
Change of Control Definition. The 2013 Plan includes a definition of “change of control.” Generally, unless otherwise prescribed by the Committee, a change of control will be deemed to have occurred if:
Other Features.
Section 162(m)
The Internal Revenue Code limits to $1 million per year the deduction allowed for federal income tax purposes for compensation paid to the Chief Executive Officer and certain other highly compensated executive officers of public companies (we refer to this limit as the Deduction Limit). The Deduction Limit applies to compensation that does not qualify for any of a limited number of exceptions. The Deduction Limit does not apply to compensation paid under a stockholder-approved plan that meets certain requirements for “qualified performance-based compensation.” Generally, compensation attributable to stock options, stock appreciation rights and other performance-based awards is deemed to satisfy the “qualified performance-based compensation” requirement if:
Summary of the Other Provisions of the 2013 Plan
Eligibility. Our, and our subsidiaries’, officers and other eligible employees (estimated to be approximately 2,500 persons as of December 31, 2016) may be selected by the MD&C Committee to receive awards under the 2013 Plan. Any person who provides services to us or a subsidiary that are equivalent to those typically provided by an employee may also be eligible to participate in the 2013 Plan. The MD&C Committee determines which persons will receive awards and the number of shares subject to such awards.
Stock Options. The MD&C Committee may grant stock options that entitle the optionee to purchase shares of common stock at a price not less than market value per share at the date of grant. The option price is payable:
Further, each grant of stock options will specify whether payment of the option price is payable subject to any other conditions or limitations established by the MD&C Committee or our withholding shares of common stock otherwise issuable pursuant to a “net exercise” arrangement.
To the extent permitted by law, the Committee may permit payment of the exercise price in a broker-assisted process by which the proceeds of a sale through a broker of some or all of the option shares are forwarded to the Company in payment of the exercise price.
Stock options will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. No stock option may be exercisable more than ten years from the date of grant. Each grant will specify the period of continuous service with us or any subsidiary that is necessary before the stock options become exercisable. See “2013 Plan Highlights – Minimum Vesting Periods.” A grant of stock options may provide for the earlier vesting of such stock options in the event of the retirement, death or disability of the participant or a double-trigger change of control. Any grant of stock options may specify management objectives (as described below) that must be achieved as a condition to exercising such rights. Stock options granted pursuant to the 2013 Plan may not provide for any dividends or dividend equivalents thereon.
SARs. A SAR is a right, exercisable by the surrender of a related stock option (if granted in tandem with stock options) or by itself (if granted as a free-standing SAR), to receive from us an amount equal to 100%, or such lesser percentage as the MD&C Committee may determine, of the spread between the base price (or option exercise price if a tandem SAR) and the value of our shares of common stock on the date of exercise. Any grant may specify that the amount payable on exercise of a SAR may be paid by us in cash, in shares of common stock, or in any combination of the two.
SARs will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Any grant of a tandem SAR will provide that it may be exercised only at a time when the related stock option is also exercisable, at a time when the spread is positive, and by surrender of the related stock option for cancellation. Successive grants of a tandem SAR may be made to the same participant regardless of whether any tandem SARs previously granted to the participant remain unexercised. Each grant will specify in respect of each free-standing SAR a base price that may not be less than the market value per share of common stock on the date of grant. Successive grants may be made to the same participant regardless of whether any free-standing SARs previously granted to the participant remain unexercised. No free-standing SAR granted under the 2013 Plan may be exercised more than ten years from the date of grant. Each grant will specify the period of continuous service with us or any subsidiary that is necessary before the SARs become exercisable. See “2013 Plan Highlights – Minimum Vesting Periods.” A grant of SARs may provide for the earlier exercise of such SARs in the event of the retirement, death or disability of the participant or a double-trigger change of control. Any grant of SARs may specify management objectives (as described below) that must be achieved as a condition to exercising such SARs. SARs granted pursuant to the 2013 Plan may not provide for any dividends or dividend equivalents thereon.
Restricted Stock. A grant of restricted stock involves the immediate transfer by us to a participant of ownership of a specific number of shares of common stock in consideration of the performance of services. The
participant is entitled immediately to voting, dividend and other ownership rights in such shares of common stock. The transfer may be made without additional consideration or in consideration of a payment by the participant that is less than current market value at the date of grant, as the MD&C Committee may determine.
Restricted stock that vests upon the passage of time must be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code for a period no shorter than three years, except that the restrictions may be removed ratably during the three-year period as the MD&C Committee may determine. Each such grant or sale of restricted stock will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the restricted stock will be prohibited or restricted in the manner and to the extent prescribed by the MD&C Committee at the date of grant (which restrictions may include, without limitation, rights of repurchase or first refusal or provisions subjecting the restricted stock to a continuing substantial risk of forfeiture in the hands of any transferee). The MD&C Committee may provide in certain situations for a shorter period during which the forfeiture provisions are to apply in the event of the retirement, death or disability of the grantee or a double-trigger change of control.
Any grant of restricted stock may specify management objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. If the grant of restricted stock provides that management objectives must be achieved to result in a lapse of restrictions, the restrictions cannot lapse sooner than one year, but may be subject to earlier lapse or modification by virtue of the retirement, death or disability of a participant or a double-trigger change of control. The MD&C Committee may grant some awards, including restricted stock, that are not subject to these minimum vesting requirements, so long as the aggregate number of such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
Any grant of restricted stock may also specify, in respect of any applicable management objectives, a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of restricted stock on which restrictions will terminate if performance is at or above the minimum level or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the termination of restrictions.
The MD&C Committee may grant some awards, including restricted stock, that are not subject to the minimum time-based or performance-based vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
Any grant or sale of restricted stock may require that any or all dividends or other distributions paid with respect to the restricted stock during the period of restriction be automatically deferred and reinvested in additional shares of restricted stock, which may be subject to the same restrictions as the underlying award. However, dividends or other distributions on restricted stock with restrictions that lapse as a result of the achievement of management objectives will be deferred until and paid contingent upon the achievement of the applicable management objectives.
RSUs. A grant of RSUs constitutes an agreement by us to deliver common shares or cash to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the restriction period as the MD&C Committee may specify. During the applicable restriction period, the participant will have no rights of ownership in the common shares deliverable upon payment of the RSUs and will have no right to vote the common shares. The MD&C Committee may, at the date of grant, authorize the payment of dividend equivalents on RSUs on either a current, deferred or contingent basis, either in cash or in additional shares of common stock. However, dividends or other distributions on shares of common stock underlying RSUs with restrictions that lapse as a result of the achievement of management objectives will be deferred until and paid contingently upon the achievement of the applicable management objectives.
RSUs with a restriction period that lapses only by the passage of time will have a restriction period of at least three years, except that the restriction period may expire ratably during the three-year period as determined by the MD&C Committee. Additionally, the MD&C Committee may provide in certain situations for a shorter restriction period in the event of the retirement, death or disability of the grantee, or a double-trigger change of control. Any grant of RSUs may specify management objectives that, if achieved, will result in termination or early termination of the restriction period applicable to such shares of common stock. If the RSUs have a restriction period that lapses only upon the achievement of management objectives, the restriction period cannot lapse sooner than one year, but may be subject to earlier lapse or modification by virtue of the retirement, death or disability of the grantee or a double-trigger change of control. The MD&C Committee may grant some awards, including RSUs, that are not subject to the minimum time-based or performance-based vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
RSUs will be evidenced by an evidence of award containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by such participant that is less than the market value per share of common stock at the date of grant. Each grant or sale of RSUs will also specify the time and manner of payment of the RSUs that have been earned and will specify that the amount payable with respect to such grant will be paid by us in shares of common stock or cash, or a combination of the two.
Any grant of RSUs may also specify, in respect of any applicable management objectives, a minimum acceptable level of achievement and may set forth a formula for determining the number RSUs for which the restriction period will terminate if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the termination of restrictions.
Cash Incentive Awards, Performance Shares and Performance Units. A cash incentive award is a cash award based on the achievement of management objectives. A performance share is the equivalent of one common share and a performance unit is the equivalent of $1.00 or such other value as determined by the MD&C Committee. A participant may be granted any number of cash incentive awards, performance shares or performance units, subject to the limitations set forth above. The participant will be given one or more management objectives to meet within a specified period, or Performance Period. The specified Performance Period will be a period of time not less than one year, except in certain circumstances in the case of the retirement, death or disability of the grantee, or a double-trigger change of control, if the MD&C Committee so determines. The MD&C Committee may, however, grant some awards, including performance shares, that are not subject to these minimum vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
Each grant of cash incentive awards, performance shares or performance units may specify, in respect of the relevant management objectives, a minimum acceptable level or levels of achievement and will set forth a formula for determining the number of performance shares or performance units, or amount payable with respect to cash incentive awards, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the payment of the award.
To the extent earned, the cash incentive awards, performance shares or performance units will be paid to the participant at the time and in the manner determined by the MD&C Committee. Any grant may specify that the amount payable with respect thereto may be paid by us in cash, shares of common stock, in restricted stock or restricted stock units, or any combination thereof. The MD&C Committee may, at the date of grant of
performance shares, provide for the payment of dividend equivalents to a participant either in cash or in additional shares of common stock, subject in all cases to deferral and payment on a contingent basis based on the participant’s earning of the performance shares with respect to which such dividend equivalents are paid.
Cash incentive awards, performance shares and performance units will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Each grant will specify the amount of cash incentive awards, performance shares or performance units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors.
Other Awards. The MD&C Committee may, subject to limitations under applicable law, grant to any participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock or factors that may influence the value of such shares, including, without limitation:
The MD&C Committee will determine the terms and conditions of the other awards. Shares of common stock delivered pursuant to an award in the nature of a purchase right will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of common stock, other awards, notes or other property, as the MD&C Committee will determine. Cash awards, as an element of or supplement to any other award granted under the 2013 Plan, may also be granted.
If the earning or vesting of, or elimination of restrictions applicable to, other awards is based only on the passage of time rather than the achievement of management objectives, the period of time will be no shorter than three years, except that the restrictions may be removed no sooner than ratably during the three-year period. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this section of the 2013 Plan is based on the achievement of management objectives, the earning, vesting or restriction period may not terminate sooner than one year. Any grant of an award under this section of the 2013 Plan may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award in certain circumstances in the event of the retirement, death, or disability of the participant, or a double-trigger change of control. The MD&C Committee may grant some awards, including other awards, that are not subject to these minimum vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
The MD&C Committee may grant shares of common stock as a bonus, or may grant other awards in lieu of our obligation or a subsidiary’s obligation to pay cash or deliver other property under the 2013 Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the MD&C Committee in a manner that complies with Section 409A of the Internal Revenue Code.
Management Objectives. The 2013 Plan requires that the MD&C Committee establish “management objectives” for purposes of performance shares, performance units and cash incentive awards. When so
determined by the MD&C Committee, stock options, SARs, restricted stock, RSUs, dividend equivalents or other awards under the 2013 Plan may also specify management objectives. Management objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual participant or of the subsidiary, division, department, region, function or other organizational unit within the company or subsidiary in which the participant is employed. The management objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance criteria themselves. The MD&C Committee may grant awards subject to management objectives that may or may not be intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code. The management objectives applicable to any award intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code to a “covered employee,” within the meaning of 162(m) of the Internal Revenue Code, will be based on one or more, or a combination, of the following criteria:
As to each management objective, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles to the extent applicable, but, unless otherwise determined by the MD&C Committee and to the extent consistent with Code Section 162(m), will exclude the effect of certain designate items identified at the time of grant. If the MD&C Committee determines that a change in the business, operations, corporate structure or capital structure of our company, or the manner in which we conduct our business, or other events or circumstances render the management objectives unsuitable, the MD&C Committee may in its discretion modify such management objectives or the related minimum acceptable level of achievement, in whole or in part, as the MD&C Committee deems appropriate and equitable, except in the case of an award intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (other than in connection with a change of control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code. In such case, the MD&C Committee will not make any modification of the management objectives or minimum acceptable level of achievement with respect to such award.
Administration. The MD&C Committee may from time to time delegate all or any part of its authority under the 2013 Plan to any subcommittee. To the extent of any such delegation, references in the 2013 Plan to the MD&C Committee will be deemed to be references to such subcommittee.
The interpretation and construction by the MD&C Committee of any provision of the 2013 Plan or of any agreement, notification or document evidencing awards and any determination by the MD&C Committee will be final and conclusive. No member of the MD&C Committee will be liable for any such action or determination made in good faith.
The MD&C Committee or the subcommittee may authorize our officers to do the following on the same basis as the MD&C Committee or the subcommittee:
However, the MD&C Committee or the subcommittee may not delegate such responsibilities to any such officer for awards granted to an employee who is an officer or more than 10% beneficial owner as determined by the MD&C Committee in accordance with Section 16 of the Exchange Act. The resolution providing for such authorization must set forth the total number of shares of common stock any delegated officer may grant and the officer must report periodically to the MD&C Committee or the subcommittee, as the case may be, regarding the nature and scope of the awards granted pursuant to the delegated authority.
Amendments. Our Board may at any time and from time to time amend the 2013 Plan in whole or in part. However, if an amendment to the 2013 Plan:
then such amendment will be subject to stockholder approval and will not be effective until such approval has been obtained.
If permitted by Section 409A of the Internal Revenue Code and Section 162(m) of the Internal Revenue Code, in case of termination of the employment of a participant by reason of death, disability or retirement, or in the event of a change in control, if a participant holds:
the MD&C Committee may, in its sole discretion (other than in the event of a change in control), accelerate the time at which:
The MD&C Committee may also waive any other limitation or requirement under any such award, other than a limitation or requirement that is mandatory under the 2013 Plan.
The MD&C Committee may amend the terms of any awards granted under the 2013 Plan prospectively or retroactively, except in the case of an award intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (other than in connection with the participant’s death or disability, or a change of control) where such action would result in the loss of the otherwise available deduction. Except in connection with certain corporate transactions described in the 2013 Plan, no amendment will materially impair the rights of any participant without his or her consent.
Our Board may, in its discretion, terminate the 2013 Plan at any time. Termination of the 2013 Plan will not affect the rights of participants or their successors under any outstanding awards and not exercised in full on the date of termination.
In addition to the provisions in the 2013 Plan regarding acceleration of awards, up to 5% of the maximum number of shares of common stock that may be issued or transferred under the 2013 Plan, as may be adjusted, may be used for stock options, SARs, restricted stock, RSUs, performance shares, performance units and other awards granted under the 2013 Plan that do not comply with the applicable three-year vesting requirements with respect to time-vested awards or the applicableone-year vesting requirements with respect to awards subject to the achievement of performance goals.
No Repricing of Stock Options or SARs. Except in connection with certain corporate transactions described in the 2013 Plan, the terms of outstanding awards may not be amended to reduce the option price of outstanding stock options or the base price of outstanding SARs, or cancel outstanding stock options or SARs that have an exercise price or base price in excess of the current market price of the underlying shares in exchange for cash, other awards or stock options or SARs with an option price or base price, as applicable, that is less than the option price of the original stock options or base price of the original SARs, as applicable, without stockholder approval. This restriction is intended to prohibit the repricing of “underwater” stock options and SARs and will not be construed to prohibit the adjustments in connection with certain corporate transactions provided for in the 2013 Plan. This prohibition may not be amended without approval by our stockholders.
Transferability. Except as otherwise determined by the MD&C Committee (subject to applicable limitations under tax laws), no stock option, SAR, restricted stock, RSU, performance share, performance unit, cash incentive award or other awards granted under the 2013 Plan, or dividend equivalents paid with respect to awards made under the 2013 Plan, will be transferable by the participant except by will or the laws of descent and distribution, and in no event shall any such award granted under the 2013 Plan be transferred for value. Except as otherwise determined by the MD&C Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law and/or court supervision.
The MD&C Committee may provide at the date of grant additional restrictions on transfer for certain common shares earned under the 2013 Plan.
Adjustments. The MD&C Committee shall make or provide for such adjustments in the numbers of shares of common stock covered by outstanding stock options, SARs, RSUs, performance shares and performance units granted under the 2013 Plan and, if applicable, in the number of shares of common stock covered by other awards, in the option price and base price provided in outstanding stock options and SARs, in the kind of stock covered by such awards and in cash incentive awards as the MD&C Committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of participants or optionees that otherwise would result from:
In the event of any such transaction or event or in the event of a change of control, the MD&C Committee, in its discretion, may provide in substitution for any or all outstanding awards under the 2013 Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require the surrender of all awards so replaced in a manner that complies with Section 409A of the Internal Revenue Code.
In addition, for each stock option or SAR with an option price or base price greater than the consideration offered in connection with any such termination or event or change of control, the MD&C Committee may in its sole discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The MD&C Committee shall also make or provide for such adjustments in the total number of shares of common stock available under the 2013 Plan, theper-person award limits expressed in shares and any other share limits under the 2013 Plan as the MD&C Committee, in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described above, subject to applicable requirements under Code Sections 409A and 162(m). However, any adjustment to the number of ISOs that may be granted under the 2013 Plan will be made only if and to the extent that such adjustment would not cause any option intended to qualify as an ISO to fail to so qualify.
Detrimental Activity and Recapture Provisions. Any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions determined by the MD&C Committee, if a participant, either during his or her employment by us or a subsidiary or within a specific period after termination of employment, engages in any “detrimental activity” (as defined in such award agreement). In addition, any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the MD&C Committee from time to time or under Section 10D of the Exchange Act, or the rules of any national securities exchange or national securities association on which our common stock is traded.
Withholding Taxes. To the extent that we are required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the 2013 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to us for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the MD&C Committee) may include relinquishment of a portion of such benefit or the delivery to us of our common stock. In no event shall the market value per share of the common stock to be withheld and delivered to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld, if necessary to avoid additional accounting expense.
Termination. No grant will be made under the 2013 Plan after April 22, 2023, but all grants made on or prior to such date will continue in effect thereafter subject to the terms of the applicable award agreement and the terms of the 2013 Plan.
Federal Income Tax Consequences
The following is a brief summary of some of the federal income tax consequences of certain transactions under the 2013 Plan based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for 2013 Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), state local or foreign tax consequences.
Tax Consequences to Participants
Non-Qualified Stock Options. In general, (1) no income will be recognized by an optionee at the time anon-qualified stock option is granted; (2) at the time of exercise of anon-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares of common stock and the fair market value of the shares of common stock, if unrestricted, on the date of exercise; and (3) at the time of sale of shares of common stock acquired pursuant to the exercise of anon-qualified stock option, appreciation (or depreciation) in value of the shares of common stock after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares of common stock have been held.
Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares of common stock is made by such optionee within two years after the date of grant or within one year after the transfer of such shares of common stock to the optionee, then a upon sale of such shares of common stock, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of either the two or one year holding periods described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares of common stock at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares of common stock. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.
SARs. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.
Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares of common stock are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code (“Restrictions”). However, a recipient may instead elect under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares of common stock to have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares of common stock (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant and will not be eligible for the lower qualified dividend tax rate.
RSUs. No income generally will be recognized upon the award of RSUs. The recipient of a RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred to the participant pursuant to the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.
Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of theearn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received.
Cash Incentive Awards. Upon payment in respect of the earning of cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received.
Tax Consequences to Harsco Corporation or Subsidiary
To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided
that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code. In this regard, certain types of awards under the 2013 Plan, such as time-vested restricted stock and RSUs, cannot qualify as performance-based awards under Section 162(m), and in other cases awards may fail to qualify if all requirements for qualification are not met in connection with such awards.
Required Vote
The affirmative vote of a majority of the outstanding Shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve this proposal to amend the 2013 Plan to increase the number of Shares reserved for issuance under such plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE PROPOSAL TO APPROVE AMENDMENT NO. 1 TO THE 2013 EQUITY AND INCENTIVE COMPENSATION PLAN.
TRANSACTIONS WITH RELATED PERSONS
For the fiscal year ended December 31, 2016,2018, there were no transactions with the Company in which any related person had a direct or indirect material interest that would be required to be disclosed pursuant to Item 404 of RegulationS-K, nor were any such transactions planned.
Policies and Procedures Regarding Transactions with Related Persons
Our policies and procedures regarding related person transactions are set forth in writing in the Nominating Committee Charter and in our Code of Conduct. As set forth in its charter, the Nominating Committee is generally responsible for reviewing and approving all material transactions with any related person. Related persons include any of our Directors, Director nominees or executive officers and certain of our stockholders, and their immediate family members. Copies of the Nominating Committee’s Charter and our Code of Conduct are available at the Corporate Governance section of our website atwww.harsco.com/about-us. Approval of related person transactions by our full Board may also be warranted under certain circumstances (for example, to allow for approval of a related person transaction by a majority of disinterested Directors).
To identify related person transactions, each year we submit and require our Directors and officers to complete Directors’ and Officers’ Questionnaires identifying any and all transactions with us in which the officer or Director (or their family members) has an interest. We review related person transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests. We expect our Directors, officers and employees to act and make decisions that are in our best interests and encourage them to avoid situations which could present a conflict between our interests and their own personal interests.
Our Directors, officers and employees are prohibited from using their position of employment or other relationship with us to influence decisions concerning business transactions between us and a company in which they or a member of their immediate family has a personal interest through ownership, with the exception of investments in publicly-held corporations when the investment results in less than a one percent ownership interest. In addition, Directors, officers and employees must not accept personal favors or benefits from those dealing with us that could influence or could give the impression of influencing their business judgment. Our Code of Conduct, which applies to each of our Directors, officers and employees, sets forth our expectations regarding potential and actual conflicts of interest. The section of the Code of Conduct entitled “Serving our Markets with Integrity”“My Commitment to the Company” covers the concept of conflicts of interest and our view about when an inappropriate undertaking may be occurring.
EXECUTIVE DEVELOPMENT AND SUCCESSIONExecutive Development and Succession
The executive development process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing executive assignments. Through the integration of the performance assessment and executive development processes, position assignments are made based on executives’ qualifications and readiness for the position. Our future leaders are developed through these carefully selected assignments. We believe that consistent and ongoing application of this process meets the long-range requirements of the business and achieves competitive advantage.
Each year, our MD&C Committee reviews our leadership talent development program to ensure good performance and alignment between business strategies and operating plans. The Board annually reviews the results of the leadership capability and succession process with the Chairman, President & CEO in executive session.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation Committee Interlocks and Insider Participation
Messrs. Earl, Graham, Growcock,Longhi, Purvis and Widman served as members of our MD&C Committee during 2016.2018. None of them served as one of our officers or employees or as an officer or employee of any of our
subsidiaries during that time or in the past, and none of them or any other Director served as an executive officer of any entity for which any of our executive officers serve as a director or a member of its compensation committee.
None of the members of our MD&C Committee has a relationship with us that is required to be disclosed under Item 404 of RegulationS-K under the Exchange Act.
SECTIONSection 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, Directors and more than 10% stockholders to file with the SEC and the NYSE Euronext reports of ownership and changes in ownership in their holdings of our stock. Copies of these reports also must be furnished to us. Based on an examination of these reports and information furnished by these stockholders, all such reports have been timely filed.
Householding of Proxy Materials
We and some brokers “household” the SummaryLetter from our Chairman & CEO, Annual Report to Stockholderson Form10-K and other proxy materials, delivering a single copy of each to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, including the SummaryLetter from our Chairman & CEO and Annual Report to Stockholders,on Form10-K, or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker, if your shares are held in a brokerage account, or us, if you hold registered shares, at which time we will promptly deliver separate copies of the materials to each of the affected stockholders or discontinue the practice, according to your wishes. You can notify us by sending a written request to Harsco Corporation, 350 Poplar Church Road, Camp Hill, PA 17011 or by calling (717)(717) 763-7064.
Stockholder Proposals and Nominations for Presentation at 20182020 Annual Meeting of Stockholders
The 20182020 Annual Meeting of Stockholders is expected to be held on April 24, 2018.21, 2020. If one of our stockholders wishes to submit a proposal for consideration at the 20182020 Annual Meeting of Stockholders, such proposal must be received at our executive offices no later than November 3, 201712, 2019 to be considered for inclusion in our Proxy Statement and Proxy Card relating to the 20182020 Annual Meeting of Stockholders. Although a stockholder proposal received after such date will not be entitled to inclusion in our Proxy Statement and Proxy Card, a stockholder can submit a proposal for consideration at the 20182020 Annual Meeting of Stockholders in accordance with ourby-laws if written notice is given tomailed and received at the Secretaryprincipal executive offices of the Company not lessearlier than the close of business on the 120th and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days nor moreafter such anniversary date, notice by the stockholder in order to be timely must be delivered not earlier than 90the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if the first public announcement or notice of the date of such annual meeting is made or given to stockholders less than 100 days prior to the date of such annual meeting. Inmeeting, the event that we give less than 70 days’close of business on the 10th day following the day on which public announcement was made or notice of the annualdate of such meeting date to stockholders, the stockholder must give notice of the proposal within 10 days after the mailing of notice or announcement of the annual meeting date. is mailed, whichever first occurs.
In order to nominate a candidate for election as a Director at the 20182020 Annual Meeting of Stockholders, a stockholder must provide written notice and supporting information to the Secretary of the Company by personal delivery or mail not later than January 13, 2018.22, 2020. If the stockholder does not also comply with the requirements of Rule14a-4(c) under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal.
Appendix A
HARSCO CORPORATION
2013 EQUITY AND INCENTIVE COMPENSATION PLAN
Amendment No. 1
WHEREAS, the Board of Directors and stockholders of Harsco Corporation (the “Company”) have adopted the 2013 Equity and Incentive Compensation Plan (the “Plan”);
WHEREAS, pursuant to Section 3(a) of the Plan, a total of 6,800,000 shares of the common stock, par value $1.25 per share, of the Company (the “Common Stock”) have been reserved for issuance under the Plan;
WHEREAS, the Company desires to increase the number of shares issuable under the Plan to 7,800,000 shares, including shares previously issued thereunder, and to increase the aggregate limit on the number of shares that may be issued or transferred in connection with awards other than stock options or appreciation rights to 4,621,000 shares; and
WHEREAS, Section 18 of the Plan permits the Company to amend the Plan from time to time, subject only to certain limitations specified therein;
NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan subject to, and effective as of the date of, the approval of stockholders of the Plan as amended at the Company’s Annual Meeting of Stockholders on April 25, 2017:
1. Section 3(a) of the Plan shall be, and hereby is, amended such that the first sentence of such section shall hereby read as follows:
“Subject to adjustment as provided in Section 11 of this Plan, the number of shares of Common Stock that may be issued or transferred (A) upon the exercise of Option Rights or Appreciation Rights, (B) as Restricted Stock and released from substantial risks of forfeiture thereof, (C) in payment of Restricted Stock Units, (D) in payment of Performance Shares or Performance Units that have been earned, (E) as awards contemplated by Section 9 of this Plan, or (F) in payment of dividend equivalents paid with respect to awards made under the Plan will not exceed in the aggregate 7,800,000 shares; provided, that notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company in connection with awards other than Option Rights or Appreciation Rights granted under this Plan will not exceed 4,621,000 shares.”
2. Section 3(b) of the Plan shall be, and hereby is, amended to increase the limit on the aggregate number of shares that may be issued or transferred upon the exercise of Incentive Stock Options to 7,800,000, and the first sentence of such section is thereby to read as follows:
“Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 7,800,000 shares.”
3. In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has executed this Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan.
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Phone Call toll free1-800-652-VOTE (8683) within the USA, US territories and Canada | ||||||||||
Using ablack ink pen, mark your votes with
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals – The Board of Directors recommend a voteFOR all the nominees listed andFOR Proposals 2 - 3. | |||||||||||||||||||||||||||||||||||||||||||
1. | Election of Directors: | |||||||||||||||||||||||||||||||||||||||||||
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For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2017. | ☐ | ☐ | ☐ | 3. | Vote, on an advisory basis, on named executive officer compensation. | ☐ | ☐ | ☐ | |||||||||||
1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||
4. | Vote on the frequency of advisory votes on named executive officer compensation. | ☐ | ☐ | ☐ | ☐ | 5. | Vote on Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan. | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2019. | ☐ | ☐ | ☐ | 3. | Vote, on an advisory basis, on named executive officer compensation. | ☐ | ☐ | ☐ | |||||||||||
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B |
Authorized Signatures |
NOTE: Please sign exactly as namename(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or guardian,custodian, please give full title as such.title.
Date (mm/dd/yyyy) | Signature 1 | Signature 2 | ||||||
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2019 Annual Meeting Admission Ticket
2019 Annual Meeting of Harsco Corporation Stockholders
April 23, 2019, 9:00 am ET
The Wagner at the Battery
Two West Street, New York, NY 10004
Upon arrival, please present this admission ticket and photo identification at the registration desk.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
The Notice of 2017 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card and our 2016 Annual Report on Form 10-K arematerial is available at:http://www.envisionreports.com/hsc(for registered stockholders) orhttp://www.edocumentview.com/hsc(for all other stockholders).
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Help the environment by consenting to receive electronic | ||||
delivery, sign up at www.envisionreports.com/hsc |
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE,FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFNotice of 2019 Annual Meeting of Stockholders
HARSCO CORPORATIONProxy Solicited by Board of Directors for Annual Meeting – April 23, 2019
The undersigned hereby appoints D.C. Everitt, F.N.F. N. Grasberger III, and K.G.K. G. Eddy and eachD. C. Everitt, or any of them, each with power to act without the other and with power of substitution, as proxies and attorneys-in-fact andare hereby authorizes themauthorized to represent and vote as provided on the other side, all the shares of Harsco Corporation Common Stockthe undersigned, with all the powers which the undersigned is entitledwould possess if personally present, at the Annual Meeting of Stockholders of Harsco Corporation to be held on April 23, 2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and inFOR items2-3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
C | Non-Voting Items |
Change of Address – Please print new address below. | Comments – Please print your comments below. | |||
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Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. | ![]() |
2019 Annual Meeting Proxy Card |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A | Proposals – The Board of Directors recommend a voteFOR all the nominees listed andFOR Proposals 2 - 3. |
1. | Election of Directors: | ![]() |
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||
01 - J. F. Earl | ☐ | ☐ | ☐ | 02 - K. G. Eddy | ☐ | ☐ | ☐ | 03 - D. C. Everitt | ☐ | ☐ | ☐ | |||||||||||||||
04 - F. N. Grasberger III | ☐ | ☐ | ☐ | 05 - C. I. Haznedar | ☐ | ☐ | ☐ | 06 - M. Longhi | ☐ | ☐ | ☐ | |||||||||||||||
07 - E. M. Purvis, Jr. | ☐ | ☐ | ☐ | 08 - P. C. Widman | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2019. | ☐ | ☐ | ☐ | 3. | Vote, on an advisory basis, on named executive officer compensation. | ☐ | ☐ | ☐ |
B | Authorized Signatures – This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) – Please print date below. | Signature 1 – Please keep signature within the box. | Signature 2 – Please keep signature within the box. | ||||||
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02ZU8A
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/hsc q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q | ||
Harsco Corporation |
Notice of 2019 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting – April 23, 2019
F. N. Grasberger III, K. G. Eddy and D. C. Everitt, or any of them, each with the power of substitution, are hereby authorized to be held April 25, 2017 or at any adjournment or postponement thereof,represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES LISTED, “1 YEAR” ON ITEM 4 AND “FOR” ITEMS 2, 3 AND 5.
(Continued andStockholders of Harsco Corporation to be marked, datedheld on April 23, 2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and signedFOR items2-3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on the otherreverse side)