o
Preliminary Proxy Statement | ||||||||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||
Definitive Proxy Statement | ||||||||
Definitive Additional Materials | ||||||||
Soliciting Material Pursuant to §240.14a-12 |
x | ||||||||||||||
No fee required | ||||||||||||||
| ||||||||||||||
| ||||||||||||||
| ||||||||||||||
| ||||||||||||||
| ||||||||||||||
Fee paid previously with preliminary | ||||||||||||||
| ||||||
| ||||||
| ||||||
|
ATKORE INTERNATIONAL GROUP INC.
16100 South Lathrop Avenue
Harvey, Illinois 60426
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2018
The foregoing items of business are more fully described in our proxy statement filed with the U.S. Securities and Exchange Commission on or about December 15, 2017.
postponement thereof.
By Order of the Board of Directors,
Daniel S. Kelly
Vice President, General Counsel and Secretary
December 15, 2017
![]() | By Order of the Board of Directors, | ||||
![]() | |||||
Daniel S. Kelly | |||||
Vice President, General Counsel & Corporate Secretary | |||||
December 13, 2022 |
Whether or not you plan to attend the annual meeting, please vote by Internet at your earliest convenience or complete, sign, date and return the proxy card so that your shares will be represented at the meeting. You may choose to attend the meeting and personally cast your votes even if you vote by Internet or fill out and return a proxy card by mail. If you choose to attend the meeting in person, you may revoke your proxy and personally cast your votes at the meeting.
The proxy statement and the annual report on Form27, 2023
ATKORE INTERNATIONAL GROUP INC.
16100 South Lathrop Avenue
Harvey, Illinois 60426
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 31, 2018
The proxy statement and annual report to stockholders are available at
Page | |||||
Proxy Statement Summary | |||||
Corporate Governance at Atkore | |||||
Environment, Social & Governance | |||||
About the Board of Directors | |||||
Board Committees & Related Matters | |||||
Risk Oversight | |||||
Selection of Nominees for Election & Board Skills and Attributes | |||||
Director Compensation | |||||
Proposal 1: Election of Directors | |||||
Executive Officers & Compensation | |||||
Executive Officers | |||||
Compensation Discussion & Analysis | |||||
Human Resources & Compensation Committee Report | |||||
Executive Compensation Tables | |||||
CEO Pay Ratio | |||||
Delinquent Section 16(a) Reports | |||||
Security Ownership of Certain Beneficial Owners & Management | |||||
Proposal 2: Advisory Vote to Approve Executive Compensation | |||||
Proposal 3: Advisory Vote on Frequency of Advisory Executive Compensation Votes | |||||
Certain Relationships & Related Party Transactions | |||||
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | |||||
Pre-Approval Process | |||||
Audit and Related Fees | |||||
Report of the Audit Committee | |||||
Questions & Answers about the Annual Meeting | |||||
Other Business |
![]() | PROXY STATEMENT SUMMARY |
What are the proxy materials?
The board of directors of Atkore International Group Inc., a Delaware corporation (referred to as “Atkore,” the “Company,” “we,” “us,” or “our”), has made these proxy materials available to you on the Internet, or is providing printed proxy materials to you pursuant to your request, in connection with the solicitation of proxies for use at our 2018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, January 31, 2018, at 9:00 a.m. (Central Time), at The Waldorf Astoria Chicago, 11 E Walton St., Chicago, IL, 60611, for the purpose of considering and acting upon the matters set forth in this proxy statement.
This proxy statement includes important information that we are required to provide to you under SEC rules, and is designed to assist you in voting your shares. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability. These proxy materials are being made available or distributed to you on or about December 15, 2017. As a stockholder, you are invited to attend the Annual Meeting of Stockholders and are requested to vote on the proposals described in this proxy statement.
Why did we receive only one copy of the Notice of Internet Availability and how may I obtain an additional copy?
We are sending only one copy of our Notice of Internet Availability to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.
If your household received a single mailing this year and you would like to have additional copies of our Notice of Internet Availability mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to Atkore International Group Inc., c/o Secretary, 16100 South Lathrop Avenue, Harvey, Illinois, 60426. You may also contact us in the same manner if you received multiple copies of the Notice of Internet Availability and would prefer to receive a single copy in the future.
All stockholders and beneficial owners may access the proxy materials at www.proxyvote.com as well as the Company’s website—www.investors.atkore.com. If you would like to receive a paper orSTATEMENT BEFORE YOU VOTE.
Annual Meeting Information | DATE AND TIME | LOCATION | RECORD DATE | PROXY MAIL DATE | ||||||||||
January 27, 2023 at 8:00 a.m. (CT) | Waldorf Astoria Chicago, 11 E. Walton Street, Chicago, Illinois 60611 | November 30, 2022 | On or about December 13, 2022 | |||||||||||
How to Vote | BY INTERNET | BY PHONE | BY MAIL | AT THE ANNUAL MEETING | ||||||||||
Visit the website listed on your proxy card | Call the telephone number on your proxy card | Sign, date and return your proxy card in the enclosed envelope | Vote in person by following the instructions on page 57 |
What items of business will be voted on at the Annual Meeting?
The items of business scheduled to be voted on at the Annual Meeting are:
How does the board of directors recommend I vote on these proposals?
At the discretion of the proxy holders, either FOR or AGAINST, any other matter or business that may properly come before the Annual Meeting.
As of the date hereof, our board of directors is not aware of any other such matter or business to be transacted at our Annual Meeting. If other matters requiring a vote of the stockholders arise, the persons designated as proxies will vote the shares of common stock of the Company, par value $0.01 per share, represented by the proxies in accordance with their judgment on those matters.
Who is entitled to vote at the Annual Meeting?
The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting is December 5, 2017. At the close of business on that date, we had 63,431,472 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting held by approximately 2 stockholders of record. A quorum is required for our stockholders to conduct business at the Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.: Each outstanding share of common stock is entitled to one vote. Dissenters’ rights are not applicable to any of the matters being voted upon at the Annual Meeting.
By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.
Registered Stockholders. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the Company’s representatives listed on its proxy card or to vote in person at the Annual Meeting.
Beneficial Stockholders.If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, you are considered the beneficial owner of shares held in “street name” and the Notice of Internet Availability was forwarded to you by your broker, bank, trustee or other nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares using the methods prescribed by your broker, bank, trustee or other nominee on the voting instruction card provided to you. Beneficial owners are also invited to attend the Annual Meeting.
However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s, trustee’s or other nominee’s procedures for obtaining a legal proxy.
What votes are required to approve each of the proposals?
Proposal 1, the nominees for Class II director will be elected by a plurality of the votes cast of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors, which means that the four nominees receiving the highest number of affirmative votes will be elected. In accordance with our second amended and restatedby-laws, stockholders do not have the right to cumulate their votes for the election of directors.
Proposal 2, the
Proposal 3, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation and oversight of the work of any independent registered public accounting firm engaged by the Company. The Audit Committee has already appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte & Touche LLP for fiscal 2018; however, the Audit Committee will consider the outcome of the vote for fiscal 2018 and when making appointments of our independent registered public accounting firm in future years.
How are brokernon-votes and abstentions counted?
The presence of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, either in person or by proxy, will constitute a quorum. Shares of common stock represented by proxies at the meeting, including brokernon-votes and those that are marked “WITHHOLD AUTHORITY” or “ABSTAIN”, will be counted as shares present for purposes of establishing a quorum. Because brokernon-votes are not voted affirmatively or negatively, they will have no effect on the approval of any of the proposals, except where brokers may exercise their discretion on routine matters. A brokernon-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Neither withholding authority to vote with respect to one or more nominees nor a brokernon-vote will have an effect on the outcome of the election of directors in Proposal 1. As to Proposals 2 and 3, shares represented by proxies that are marked “ABSTAIN” will have the effect of a vote against the proposal, while a brokernon-vote will not have an effect on the outcome of any proposal other than Proposal 3. Only the ratification of the selection of our independent registered public accounting firm in Proposal 3 is considered a routine matter. Your broker will therefore not have discretion to vote on the“non-routine” matters set forth in Proposals 1 and 2 absent direction from you.
Can I vote in person at the Annual Meeting?
For stockholders with shares registered in the name of a brokerage firm or bank or other similar organization, you will need to obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares before you can vote your shares in person at the Annual Meeting. For stockholders with shares registered directly in their names with AST, you may vote your shares in person at the Annual Meeting.
What do I need to do to attend the Annual Meeting in person?
: Space for the Annual Meeting is limited and admission will be on a first-come, first-served basis. Stockholders should be prepared to present (1) valid government photo identification, such as a driver’s license or passport;Please see the Q&A Section on page 55 for more information on attending in person.
will need to bring proof of beneficial ownership as of December 5, 2017, the record date, such as their most recent account statement reflecting their stock ownership prior to December 5, 2017, a copy of the voting instruction card provided by their broker, bank, trustee or other nominee or similar evidence of ownership.
May stockholders ask questions?
Yes. Representatives of the Company will answer stockholders’ questions of general interest following the meeting in accordance with the rules and regulations of the annual meeting.
Can I vote by Internet?
For beneficial stockholders with shares registered in the name of a broker, bank, trustee or other nominee, a number of brokerage firms and banks are participating in a program that offers an Internet voting option. Stockholders should refer to the voting instruction card provided by their broker, bank, trustee or other nominee for instructions on the voting methods they offer. Registered stockholders with shares registered directly in their names with AST will also be able to vote using the Internet. For instructions on how to vote, please refer to the instructions included on the Notice of Internet Availability.
If your shares are held in an account at a broker, bank, trustee or other nominee participating in this program or registered directly in your name with AST, you may vote those shares by accessing the Internet website address specified on your Notice of Internet Availability. The giving of such an Internet proxy will not affect your right to vote in person should you decide to attend the Annual Meeting.
The Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. If you vote by Internet, you do not need to send in a proxy card or vote instruction form. The deadline for Internet voting will be 11:59 p.m., Eastern Time, on January 30, 2018.
What if I return my proxy card but do not provide voting instructions?
If you provide specific voting instructions, your shares will be voted as you instruct. Unless contrary instructions are specified, if you sign and return a proxy card but do not specify how your shares are to be voted, the shares of the common stock of the Company represented thereby will be voted in accordance with the recommendations of the board of directors. These recommendations are: “FOR” election of the nominees listed in
Matter | Board Vote Recommendation | Page Reference (for more details) | |||||||||
Proposal 1 | Election of Directors | ü FOR | |||||||||
Proposal 2 | Advisory Vote to Approve Executive Compensation | ü FOR | |||||||||
Proposal 3 | Advisory Vote on Frequency of Future Advisory Executive Compensation Votes | ü 1 YEAR | |||||||||
Proposal 4 | Ratification of Selection of Independent Registered Public Accounting Firm | ü FOR |
How do I change or revoke my proxy?
Subject to any rules your broker, bank, trustee or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the2023 Annual Meeting by voting again on a later date on the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted) or by attendance at the Annual Meeting and voting in person. Please note, however, that if a stockholder’s shares are held of record by a broker, bank, trustee or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring a legal proxy to the Annual Meeting.
Who will count and certify the votes?
Representatives of the firm of Broadridge Financial Solutions, Inc. (“Broadridge”) and the staff of our corporate secretary and investor relations offices will count the votes and certify the election results.Stockholders. The results will be publicly filed with the SEC on a Form8-K within four business days after the Annual Meeting.
How can I make a proposal or make a nomination for director for next year’s annual meeting?
You may present proposals for action at a future meeting or submit nominations for electionboard of directors only if you comply with the requirements(the "Board") of the proxy rules established by the SEC and our second amended and restatedby-laws, as applicable. In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statementAtkore first made this Proxy Statement and form of proxy relatingcard available to stockholders on or about December 13, 2022.
![]() |
Who pays for the cost of proxy preparation and solicitation?
Ourfull board is responsible for topics such as Cybersecurity and Risk Management, which the solicitationfull board is briefed on every quarter.
What is the board member annual meeting attendance policy?
Each continuing board member is expected to attend the Company’s annual meeting. All board members who served as memberseffectiveness of the board atand its committees.
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board StructureBoard's and Director Independence
Atkore was incorporatedmanagement's accountability and help build trust in the State of Delaware in November 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International, Inc. (“AII”). Prior to December 2010, we operated as the Tyco Electrical and Metal Products business of Tyco International Ltd., (“Tyco”). Atkore was initially formed as a holding company to hold ownership of AIH and to effect the transactions described below.
In December 2010, pursuant to the terms of the Investment Agreement (the “Investment Agreement”) by and among CD&R Allied Holdings, L.P. (the “CD&R Investor”), Tyco International Holdings S.à.r.l. (“Tyco Seller”), Tyco and AIH, (i) the CD&R Investor acquired shares of a newly created class of our cumulative convertible preferred stock (the “Preferred Stock”) that initially represented 51% of our outstanding capital stock (on anCompany.
In April 2014, we redeemed all of the shares of our common stock then held by the Tyco Seller, and the CD&R Investor converted shares of Preferred Stock held by it into shares of our common stock.
In June 2016 we completed an IPO of our common stock, pursuant to which the CD&R Investor sold an aggregate of 12,000,000 shares of our common stock. In a series of secondary offerings of our common stock
during fiscal 2017, the CD&R Investor reduced its remaining ownership in our company to approximately 48% as of December 5, 2017.
In connection with the IPO, we entered into a stockholders agreement (the “Stockholders Agreement”) with the CD&R Investor under which the CD&R Investor has the right to designate nominees for our board of directors, whom we refer to as “CD&R Designees,” subject to the maintenance of specified ownership requirements. The Stockholders Agreement grants the CD&R Investor the right to designate for nomination for election to our board of directors a number of CD&R Designees equal to:
With respect to any vacancy of a CD&R Designee, the CD&R Investor has the right to designate a new director for election by a majority of the remaining directors then in office. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”
Under our second amended and restated certificate of incorporation, the number of members on our board of directors may be fixed by resolution adopted from time to time by the board of directors. Subject to the Stockholders Agreement, any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
We are no longer a Controlled Company
Following the completion of the sale of shares of our common stock by the CD&R Investor on February 23, 2017, we ceased to be a “controlled company” within the meaning of NYSE corporate governance standards and our one year phase in period for full compliance with NYSE corporate governance standards commenced. Despite currently being eligible for certain exemptions to NYSE corporate governance rules and requirements during thisphase-in period, we currently do not rely on these exemptions. Only independent directors serve on our Audit Committee, Compensation Committee and Nominating and Governance Committee in compliance with all of the NYSE corporate governance rules and requirements.
Board Composition
Our board of directors is currently composed of eleven members. Our second amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of the directors. We currently have three directors in Class I, four directors in Class II and four directors in Class III. The terms of directors in Classes I, II, and III end at the annual meetings in 2020, 2018, and 2019, respectively.
|
| |||||
| ||||||
ü | 9 Director Nominees | |||||
| ||||||
ü | Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies | |||||
| ||||||
ü | Executive Compensation Driven by Pay for Performance | |||||
| ||||||
ü | Stock Ownership Guidelines for Executive Officers and Directors | |||||
| ||||||
ü | ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
|
At each annual meeting of stockholders, the successors of the directors whose term expires at that meeting are elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The board of directors is therefore asking you to elect the four nominees for director whose terms expire at the Annual Meeting. James G. Berges, Jeri L. Isbell, Wilbert W. James Jr. and Jonathan L. Zrebiec, our Class II directors, have been nominated for reelection at the Annual Meeting. See “Proposal 1—Election of Directors” below.
Set forth below is biographical information as well as background information relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and why the board of directors and Nominating and Governance Committee believe each individual is a valuable member of the board of directors. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of December 5, 2017.
Nominees for Election to the Board of Directors in 2018
Class II—Nominees Whose Term Expires in 2021
|
| |
|
|
Atkore delivered record financial results and expanded our business through several strategic acquisitions in 2022 | |||||
|
|
|
|
Continuing Members of the Board of Directors
Class III—Directors Whose Term Expires in 2019
![]() |
| ||||
|
| ||
|
| |
|
|
Class I—Directors Whose Term Expires in 2020
| |||||
ü | Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance | ||||
ü | Provide an appropriate mix of short-term and long-term compensation | ||||
ü | Require stock ownership and retention of a significant portion of equity-based awards | ||||
ü | Provide limited perquisites | ||||
ü | Engage an independent compensation consultant | ||||
ü | Allow the Company | ||||
ü | "Double Trigger" change in control vesting provisions | ||||
What We Don't Do | |||||
x |
| ||||
x | Provide incentives that encourage excessive risk-taking | ||||
x | Guarantee incentive awards for executive officers | ||||
x | Allow hedging, pledging or short sales of our
| ||||
x | |||||
|
| ||||||||
![]() | CORPORATE GOVERNANCE |
|
Director Independence
Our board
Key Governance Materials | |||||
ü | Certificate of Incorporation | ||||
ü | Bylaws | ||||
ü | Corporate Governance Guidelines | ||||
ü | Charter for Each Board Committee | ||||
ü | Code of Business Conduct and Ethics | ||||
ü | Code of Financial Ethics | ||||
ü | Whistleblower Protection Policy | ||||
ü | Human Rights Policy | ||||
ü | Supplier Code of Conduct | ||||
ü | Anti-Bribery and Anti-Corporation Policy |
Board Leadership Structure
ENERGY STAR® and internal initiatives, we take action to use natural resources responsibly, reduce waste, preserve water, and decrease our energy use and green house gas emissions.
![]() |
Meetings of
![]() |
Our board of directors held 9 meetings during the fiscal year ended September 30, 2017. Each of our directors attended at least 75% of the total number of meetings of the board and any committees during the period in which he or she was a director or a member of any committee, as applicable. Directors are required to attend our annual meetings. All board members who served as members of the board at the time of the 2017 Annual Meeting of Stockholders attended last year’s annual meeting.
Executive Sessions
Executive sessions, which are meetings of thenon-management members of the board of directors, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management andnon-independent directors. At each of these meetings, thenon-management and independent directors in attendance, as applicable, will determine which member will preside at such session. The committees of the board, as described more fully below, also meet regularly in executive session.
Corporate Governance
During fiscal year 2019, the board revised the Company's Corporate Governance Guidelines to limit non-employee directors to no more than four total public company boards.
![]() |
Our
![]() |
Audit | HR & Compensation | Nominating & Governance | Executive | |||||||||||||||||||||||||||||||||||
Michael V. Schrock | X | |||||||||||||||||||||||||||||||||||||
Jeri L. Isbell | X | X | ||||||||||||||||||||||||||||||||||||
Wilbert W. James, Jr. | X+ | X | ||||||||||||||||||||||||||||||||||||
Betty R. Johnson | X* | X | ||||||||||||||||||||||||||||||||||||
Justin A. Kershaw | X+ | X | ||||||||||||||||||||||||||||||||||||
Scott H. Muse | X- | X* | X | |||||||||||||||||||||||||||||||||||
William R. VanArsdale | X* | X | X | |||||||||||||||||||||||||||||||||||
William E. Waltz, Jr. | X | |||||||||||||||||||||||||||||||||||||
A. Mark Zeffiro | X- | X | ||||||||||||||||||||||||||||||||||||
Number of Meetings | 4 | 6 | 4 | 0 |
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ||||||||||||||||||||
| ![]() |
X= Current Committee Member; * = Chair
governance.
governance.
![]() |
governance.
act. The charter of our Executive Committee is available without charge on the investor relations portion of our website athttp://investors.atkore.com/governance-documents.governance. The members of our Executive Committee are Messrs. Knisely (Chairperson)Schrock (Chairman), SleeperMuse, VanArsdale and Williamson.
Waltz and Mses. Isbell (as of January 26, 2023) and Johnson.
![]() |
Pursuant
Communications with the Board
Any stockholder or interested party who wishes to communicate with our board of directors in anticipation of a director mandatory retirement scheduled to occur at the January 2024 annual meeting of stockholders. On December 12, 2022, in accordance with the Company's Articles of Incorporation, the Board approved the temporary expansion of the Board from nine members to ten, effective February 1, 2023, and appointed Barbara Joanne Edwards as a whole, the independent directors, or any individual member of the board or any committeeBoard to fill the newly created vacancy, effective immediately following the expansion of the Board from nine directors to ten directors on February 1, 2023. The Board has determined that Ms. Edwards is “independent” as defined under NYSE and the Securities Exchange Act of 1934, as amended.
![]() | Director Effective February 1, 2023 | ||||
Age: 66 | |||||
Other Public Company Boards: Standex International Corporation | |||||
![]() |
![]() |
The board has designated the Company’s Secretary as its agent to receive and review written communications addressed to the board, any of its committees, or any board member or group of members. The Secretary may communicate with the sender for any clarification. In addition, the Secretary will promptly forward to the Chairpersonchair of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed byreceived an additional annual cash retainer of $20,000, the Secretary to be potentially material to the Company. As an initial matter, the Secretary will determine whether the communication is a proper communication for the board. The Secretary will not forward to the board, any committee or any director communications of a personal nature or not related to the duties and responsibilitieschair of the board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Secretary to be immaterial to the Company.
Separately, the AuditHuman Resources & Compensation Committee has established a whistleblower policy for the receipt, retention and treatmentreceived an additional annual cash retainer of complaints received by the Company regarding accounting, internal accounting controls or auditing matters$15,000 and the confidential, anonymous submission by associateschair of the CompanyNominating and Governance Committee received an additional annual cash retainer of concerns regarding questionable accounting or auditing matters.
Risk Oversight
Our board of$10,000. For the 2023 Board Calendar, the annual cash retainer for all directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directlywill be increased to $100,000, the chairman's additional cash retainer will be increased to $140,000 and through its committees. The oversight responsibilitythe chair of the board of directorsNominating and its committees is informed by reports from our management team and from our internal audit department that are designedGovernance Committee's additional cash retainer will be increased to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, including oversight on compliance related to legal and regulatory exposure and meets regularly with our chief legal and compliance officers. Our Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Compensation Committee provide reports to the full board of directors regarding these and other matters.
Compensation Risk Assessment
The Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking. In fiscal 2017, the Compensation Committee’s compensation consultant, FW Cook, assisted us in a review of potential risks associated with our compensation practices. As part of its review, FW Cook examined the compensation programs for our senior leadership team and concluded, consistent$15,000.
designed to encourage behaviors aligned with the long-term interests of our shareholders, (2) there is an appropriate balance in fixed versus variable pay, cash versus equity, financial andnon-financial goals, short-term and long-term measurement periods, and discretion under our compensation programs, and (3) appropriate policies are in place to mitigate compensation risk (including stock ownership guidelines, insider trading prohibition and independent oversight). In addition, since2020 Board Calendar year, which began on the date of this review andthe 2020 Annual Meeting of Stockholders, we changed the compensation of our non-employee directors by replacing the prior policy of one-time grants of restricted stock units ("RSUs") with an annual equity award of RSUs with a value determined at the recommendationtime of FW Cook, we have also adoptedgrant, which for the 2022 Board Calendar year was equal to $140,000. RSUs will generally be subject to a clawback policy. See “Clawback Policy” below for additional information.
Director Compensation
In fiscal 2017, certain of our directors received compensation for their services as directors. These matters are further described below inone-year vesting schedule based on the section entitled “Executive Compensation—Director Compensation.”
Stock Ownership Guidelines
director’s continued service.
directors to meet the ownership guidelines. Under the ownership guidelines, members of the board of directors are expected to hold stock valued at five times the annual cash retainer. The annual cash retainer is currently set at $75,000,$100,000, resulting in a current expectation to hold stock valued at $375,000. Shares included in the ownership guideline calculation include shares owned by the director. The members of the board of directors who are employed by or affiliated with CD&R are not subject to the ownership guidelines as they do not receive cash and stock retainers.
The ownership guidelines for executive officers are based on a multiple of annual base salary, with the CEO expected to own stock valued at five times his annual salary and other executive officers expected to own stock valued at three times their respective annual salaries. Shares included in the ownership guideline calculation include shares owned by the executive.
$500,000.
| Retention Percentage | |||||||
Non-employee Directors | 100% |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
Michael V. Schrock | 190,000 | 140,035 | — | 330,035 | |||||||||||||||||||||||||
A. Mark Zeffiro | 90,000 | 140,035 | — | 230,035 | |||||||||||||||||||||||||
Jeri L. Isbell | 90,000 | 140,035 | — | 230,035 | |||||||||||||||||||||||||
William R. VanArsdale | 105,000 | 140,035 | — | 245,035 | |||||||||||||||||||||||||
Scott H. Muse | 100,000 | 140,035 | — | 240,035 | |||||||||||||||||||||||||
Justin A. Kershaw | 90,000 | 140,035 | — | 230,035 | |||||||||||||||||||||||||
Wilbert W. James, Jr. | 90,000 | 140,035 | — | 230,035 | |||||||||||||||||||||||||
Betty Johnson | 110,000 | 140,035 | — | 250,035 |
![]() | PROPOSAL 1: ELECTION OF DIRECTORS |
|
These retention requirements apply
![]() |
![]() | Director Since: 2015 | ||||
Age: 65 | |||||
Other Public Company Boards: SiteOne Landscape Supply Inc. | |||||
Board Committees: Human Resources & Compensation; Nominating & Governance | |||||
![]() | Director Since: 2017 | ||||
Age: 66 | |||||
Other Public Company Boards: Cornerstone Building Brands | |||||
Board Committees: Audit, Nominating & Governance | |||||
![]() |
![]() | Director Since: 2018 | ||||
Age: 64 | |||||
Other Public Company Boards: None currently | |||||
Board Committees: Audit, Executive | |||||
Clawback Policy
TheMYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. Ms. Johnson earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.
![]() | Director Since: 2017 | ||||
Age: 61 | |||||
Other Public Company Boards: None currently | |||||
Board Committees: Audit, Human Resources & Compensation | |||||
![]() |
![]() | Director Since: 2015 | ||||
Age: 65 | |||||
Other Public Company Boards: None currently | |||||
Board Committees: Audit, Executive, Nominating & Governance | |||||
recoupment policy is advisableMr. Muse was President and Chief Executive Officer of Lighting Corporation of America from 2000 to 2002 and President of Progress Lighting from 1993 to 2000. Additionally, he held leadership and management positions at Thomas Industries, American Electric and Thomas & Betts. Mr. Muse began his career in the best interestselectrical manufacturing industry in 1979. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University.
Qualifications: Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our board with insight into the challenges and opportunities in the electrical manufacturing sector.
![]() | Director Since: 2018 | ||||
Age: 69 | |||||
Other Public Company Boards: Plexus Corporation | |||||
Board Committees: Executive | |||||
![]() |
![]() | Director Since: 2015 | ||||
Age: 71 | |||||
Other Public Company Boards: None currently | |||||
Board Committees: Executive, Human Resources & Compensation; Nominating & Governance | |||||
![]() | Director Since: 2018 | ||||
Age: 58 | |||||
Other Public Company Boards: Quanex Building Products Corporation | |||||
Board Committees: Executive | |||||
Under the clawback policy,Chief Executive Officer and his significant prior experience in the event thatCompany's industry qualify him to serve on our board of directors.
![]() |
![]() | Director Since: 2015 | ||||
Age: 56 | |||||
Other Public Company Boards: None currently | |||||
Board Committees: Audit, Human Resources & Compensation | |||||
Incentive compensation covered by the clawback policy includes any variable compensation the vesting of which is based wholly or in part on the attainment of a financial reporting measure, including annual bonuses, stock options, restricted stock units and performance share units. Financial measures covered by the clawback policy include our stock price, total shareholder return and revenue-based and income-based measures, and improvement in working capital days.
The decision of whether to recover compensation under the clawback policy isGlobal Imaging Equipment division within the discretion of the board. If theGE Medical Systems Group. Mr. Zeffiro earned a B.S. in Quantitative Analytics from Bentley College.
![]() | EXECUTIVE OFFICERS AND COMPENSATION |
Name | Age | Position | First Became an Officer | |||||||
John P. Williamson | 56 | President and Chief Executive Officer, Director | 2011 | |||||||
James A. Mallak | 62 | Vice President and Chief Financial Officer | 2012 | |||||||
Kevin P. Fitzpatrick | 53 | Vice President, Global Human Resources | 2012 | |||||||
Daniel S. Kelly | 57 | Vice President, General Counsel and Secretary | 2013 | |||||||
Peter J. Lariviere | 56 | Vice President and Group President, Cable Solutions | 2013 | |||||||
Michael J. Schulte | 50 | Vice President and Group President, Mechanical Products & Solutions | 2014 | |||||||
William E. Waltz | 53 | Vice President and Group President, Electrical Raceway | 2013 |
John P. Williamson has served as ourNovember 30, 2022.
![]() | President and Chief Executive Officer, Director | ||||
Officer Since: 2013 | |||||
Age: 58 | |||||
![]() | Vice President, Chief Financial Officer & Chief Accounting Officer | ||||
Officer Since: 2018 | |||||
Age: 55 | |||||
James A. MallakJohnson has served as ourAtkore as Vice President and Chief Financial Officer since March 2012. From March 2008 to March 2012,August 2018 and as the Company's Chief Accounting Officer since January 2019. He has more than thirty years’ experience in strategic and financial planning, risk assessment, mergers & acquisitions, global tax strategies, international operations, and internal controls. Most recently, Mr. Mallak served as Managing Director at AlvarezJohnson was Vice President-Finance & Marsal, a global professional services firm. From 2004 to 2007, Mr. Mallak was the Chief Financial Officer at Tower Automotive Inc. Mr. Mallak also served as Executive Vice President and Chief Financial Officer for two operating segments of Textron, Inc., a global manufacturerOperations for the aerospace and defense, automotive and transportation, as well as industrial manufacturing industries. Additionally, he held several financial positions with ITT Corporation. Mr. Mallak holds a B.A. in Accounting from Michigan State University and an M.B.A. from the Eli Broad College of BusinessElectrical Sector business at Michigan State University.
Kevin P. Fitzpatrick has served as our Vice President for Global Human Resources since January 2012. Prior to that, Mr. Fitzpatrick served as Vice President of Human Resources for A.M. Castle & Company, a global distributor of specialty metals and supply chain services for aerospace, oil and gas, heavy equipment and other industries, from 2009 to 2012. Mr. Fitzpatrick also served as Vice President, North American Human Resources and Administration for UPM KymmeneEaton Corporation, a global forest products manufacturer, from 2001 to 2009. His past experience includes leadership roles in other manufacturing companies, where he was responsible for compensationsector financial planning, analysis and benefits, labor relations, talent acquisitionreporting, compliance, credit and management, training,collections and employment matters.government accounting, as well as global purchasing, manufacturing strategies, logistics and distribution. Prior to that, Mr. Fitzpatrick holdsJohnson was Vice President-Finance and Planning for the Americas Region (Eaton Electrical) where he was responsible for reporting, planning, acquisitions, and implementing common financial policies and reporting across numerous recently acquired businesses. During his twenty-four year tenure at Eaton, Mr. Johnson held other roles of progressive responsibilities, including Plant Controller, Division Controller, Director of Finance & Business Development, Vice President Finance & Business Development, and Vice President Finance & Planning-Europe, Middle East and Asia. Mr. Johnson began his career at Westinghouse Electric Corporation, where he held various accounting and analytical financial roles. Mr. Johnson earned a B.A.B.S. in Finance from theIndiana University of Wisconsin, Whitewater,Pennsylvania and an M.B.A. from Northwestern University Kellogg School of Management and a J.D. from Marquette University Law School.
DanielDuquesne University.
![]() |
![]() | Vice President, General Counsel & Corporate Secretary | ||||
Officer Since: 2013 | |||||
Age: 62 | |||||
2011, he was Vice President and General Counsel at ITT Fluid and Motion Control, covering ITT’s commercial business worldwide and from 2008 to 2010 served as Vice President and General Counsel at ITT Defense Electronics & Services. Mr. Kelly also spent three years at ITT headquarters as Deputy General Counsel, Director Field Legal Support. Mr. Kelly earned a B.S. from Georgetown University and a J.D. from Loyola University of Chicago School of Law.
Peter J. Lariviere has served as our Vice President and
![]() | President, Security & Infrastructure Business Unit | ||||
Officer Since: 2019 | |||||
Age: 56 | |||||
![]() |
![]() | President, Electrical Business Unit | ||||
Officer Since: 2020 | |||||
Age: 52 | |||||
Michael J. Schulte has served as ourConduit & Fittings business unit. Previously, Mr. Pregenzer was Vice President and Group PresidentGeneral Manager of Mechanical Products & Solutionsthe Plastic Pipe and Conduit strategic business unit, a position he held since September 2017. Prior to that, he served as Vice President and President of Mechanical Products & Solutions since September 2015, after joining Atkore as President, Metal Framing and Cable Management in May 2014. From 1990 until joining Atkore in 2014,July 2015. Mr. SchultePregenzer has spent the majority of his career in executive sales, marketing, and operations positions at various divisionswith Georg Fischer AG, a Swiss based industrial products manufacturer. During his tenure, Mr. Pregenzer held positions of Danaher Corporation, including President-Gilbarco North AmericaPresident and President-Hennessy Industries.Managing Director for Georg Fischer Piping Systems LLC and Georg Fischer Sloane, Inc., in addition to positions of Director of Marketing, Director of Product Management, and Regional Sales Manager. Prior to that, Mr. SchultePregenzer worked in specialized industrial distribution and mechanical contracting businesses. Mr. Pregenzer earned a Master of Business Administration from the University of Southern California, Marshall School of Business and a Bachelors of Accountancy from the University of San Diego. He also worked at Danaher Motion Group, including Group Seniorreceived a Certificate in Strategic Management from IMD Business School in Switzerland.
![]() | Vice President, Global Human Resources | ||||
Officer Since: 2019 | |||||
Age: 51 | |||||
William E. Waltz hasbenefit programs. Since 2016, Mrs. Lowe served as our Vice PresidentPresident-Group Human Resources, where she was responsible for driving human resources alignment and Group President ofsynergies among Electrical Raceway since September 2017.and Mechanical Products & Solutions businesses. Prior to that, heMrs. Lowe served as Vice President-Electrical Raceway business and Vice President, and President of ConduitHuman Resources-Conduit & Fittings since September 2015,business after initially joining Atkorethe company in 2014 as President,Vice President-Human Resources for the Plastic Pipe and Conduit strategic business unit in 2013. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company.unit. Prior to that, he spent 15 yearsAtkore, Mrs. Lowe held human resources roles with progressive responsibilities at Trinity Industries, Parker Hannifin Corporation and Reckitt Benckiser, where she was a strategic business partner tasked with enhancing the capability, diversity, culture and organizational structure, which drove productivity, customer service and overall profitability. Mrs. Lowe began her career in various divisions of Pentair plc, a water technologiesfinance and industrial products company, including leadershipaccounting roles of President—Pentair Flow Technologies, Vice President and General Manager of Pentair Water Treatment Division, Vice President and General Manager for Aurora Pump, Vice President of Sourcing andat International Operations; as well as Director of Pentair’s Commercial & Industrial business unit. Mr. Waltz began his career at General ElectricPaper Company. Mr. WaltzShe holds a B.S.Bachelor of Business Administration degree in Finance from Pennsylvania State University, an M.S. in Computer Science from Villanova University, an M.B.A. from Northwestern University, Kellogg Graduate School of Management and is a graduate of General Electric’s Information Systems Management Program.
![]() |
Introduction
Name | Title | ||||
William E. Waltz, Jr. | President & Chief Executive Officer | ||||
David P. Johnson | VP, Chief Financial Officer & Chief Accounting Officer | ||||
Daniel S. Kelly | VP, General Counsel & Corporate Secretary | ||||
Mark F. Lamps | President, Safety & Infrastructure Business Unit | ||||
John W. Pregenzer | President, Electrical Business Unit |
Fiscal 2017 was
2017 CompanyYear 2022 Business Resultsnet income of $84.6M and earnings per share of $1.27, up 44% and 35%record financial results for the fiscal year over year, respectively during 2017.ended September 30, 2022. The Company delivered these results despite domesticglobal economic volatility and demand weaknesssupply chain challenges in the non-residential construction and with one fewer week compared to fiscal 2016.industry. Through decisive actions and strong operational execution, the Company delivered the following value creatingvalue-creating results:Delivered revenues$1.5 billion, down slightly33.7%, compared to 2016, with organic growth$2,928.0 million for fiscal 2021;about 1%45.7%, after adjustingcompared to $1,125.6 million for fiscal 2021;number of working days, acquisitionsfiscal year ended September 30, 2022.divestitures, and foreign exchange differences.
![]() |
Adjusted EBITDA was used in fiscal 2017 for AIP purposes and was defined for fiscal 2017 as net income (loss) before: depreciationyear 2022 consists of 18 companies with Atkore's revenue positioned near the median. Considering Company and amortization, gain on extinguishment of debt, interest expense (net), income tax expense (benefit), restructuring and impairments, net periodic pension benefit cost, stock-based compensation, impact from anti-microbial coated sprinkler pipe, or “ABF,” product liability, consulting fees, legal settlements, transaction costs, other items,individual performances, market data for the new peer group and the impact from our Fence and Sprinkler exit. Adjusted EBITDA is anon-GAAP measure which management believes is a helpful indicator of operating performance. Because it is not a measurement of performance under GAAP, Adjusted EBITDA should not be considered as an alternativeCompany's stated compensation philosophy, the Committee increased compensation levels for fiscal year 2022 by 3.0% to net income (loss) or any other performance measure derived in accordance17.6% to more closely align with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.
the market median.
![]() |
decision making,decision-making, and continuously improve the performance of the business. A substantial amount of executive compensation is variable and tied to the achievement of both annual and long-term incentive plan goals. To support ourpay-for-performance philosophy, performance is evaluated as follows:— - The AIP isAnnual and Long-term Incentive Plans ("AIP" & "LTIP") are designed to reward the achievement of annual numericalas well as long-term financial goals and qualitativenon-financial goals. These goals are included in the annual operating plan and strategic forecasts prepared by management and approved by our board of directors.board. The annualincentive plans design and performance metrics apply to all executives and most other employees who are eligible for annual bonuses.bonuses and long-term incentive payouts.
![]() |
What We Do | |||||
ü | Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance | ||||
ü | Provide an appropriate mix of short-term and long-term compensation | ||||
ü | Require stock ownership and retention of a significant portion of equity-based awards | ||||
ü | Provide limited perquisites | ||||
ü | Engage an independent compensation consultant | ||||
ü | Allow the Company to recoup incentive compensation for executive officers through a clawback policy | ||||
ü | "Double Trigger" change in control vesting provisions | ||||
What We Don't Do | |||||
x | Gross-up excise taxes that may become due on change in control payments and benefits | ||||
x | Provide incentives that encourage excessive risk-taking | ||||
x | Guarantee incentive awards for executive officers | ||||
x | Allow hedging, pledging or short sales of our securities by our officers and directors | ||||
x | Discount or reprice stock options |
![]() |
| ||||||
Advanced Drainage Systems | ||||||
| Littelfuse, Inc. | |||||
| Masonite International Corporation | |||||
|
nVent | |||||
| Regal Beloit Corporation | ||||
EnerSys | Rexnord Corporation | ||||
| Sensata Technologies (1) | ||||
Gibraltar Industries, Inc. | Simpson Manufacturing Co. | ||||
| Valmont Industries |
![]() |
A.O. Smith Corporation (2) | Lincoln Electric Holdings, Inc. | ||||
Acuity Brands, Inc. | |||||
Advanced Drainage Systems (1) | Masonite International Corporation (1) | ||||
Apogee Enterprises, Inc. (1) | nVent Electric | ||||
Belden Inc. (1) | Pentair Plc (2) | ||||
Carlisle Companies Incorporated (2) | Regal Rexnord Corporation | ||||
Crane Holdings, Co. | Sensata Technologies, Inc. | ||||
EnerSys | Simpson Manufacturing Co. (1) | ||||
Flowserve Corporation (2) | Timken Company (2) | ||||
Generac Holdings | Valmont Industries | ||||
Gibraltar Industries, Inc. (1) | Vertiv Holdings (2) | ||||
Hubbell Inc. | Xylem Inc. (2) | ||||
JELD-WEN Holdings, Inc. (2) | Zurn Elkay Water Solutions (1) | ||||
Lennox International Inc. (2) |
![]() |
Executives’ salaries vary based on a review ofCook, with additional consideration given to individual performance, tenure, experience, and the other above referenced criteria. During fiscal 2017, base salariesinternal equity.
Name | Prior Base Salary | Current Base Salary | % Increase | |||||||||
John P. Williamson | $ | 750,000 | $ | 775,000 | 3.3 | % | ||||||
James A. Mallak | $ | 437,000 | $ | 437,000 | 0.0 | % | ||||||
Michael J. Schulte | $ | 411,200 | $ | 450,000 | 9.4 | % | ||||||
William E. Waltz | $ | 411,200 | $ | 450,000 | 9.4 | % | ||||||
Peter J. Lariviere | $ | 360,100 | $ | 400,000 | 11.1 | % |
During fiscal 2017, the Compensation Committee approved significant increases invarious base salary for Messrs. Schulte, Waltz and Lariviere due to company restructuring activities, as well as a need to retain each executive to provideon-going business continuity. Base pay increases for these individuals occurredrates in two parts; the first increase occurred at the Company’s regular annual merit cycle in April 2017 and the remainder occurred in September 2017 at the end of theeffect during fiscal year.
Name Prior Base Salary Current Base Salary % Increase from FY 2021 to FY 2022 William E. Waltz, Jr. $ 850,000 $ 1,000,000 17.6 % David P. Johnson $ 510,000 $ 525,000 3.0 % Daniel S. Kelly $ 412,000 $ 450,000 9.2 % Mark F. Lamps $ 399,000 $ 439,000 10.0 % John W. Pregenzer $ 399,000 $ 439,000 10.0 %
Metric | CEO and Other Executive Officers (%) | BU Presidents (%) | ||||||||||||
Atkore Adjusted EBITDA | 80 | 60 | ||||||||||||
Atkore Working Capital Days | 20 | — | ||||||||||||
Business Unit Adjusted EBITDA | — | 20 | ||||||||||||
Business Unit Working Capital Days | — | 20 |
Minimum (1) | Target | Maximum | ||||||||||||||||||
Personal Performance Factor | 80 | % | 100 | % | 120 | % |
![]() |
Metric | Threshold | Target | Maximum | Actual | ||||||||||||||||||||||
Atkore Adjusted EBITDA | $ | 543.8 | $ | 679.8 | $ | 979.8 | $ | 1,341.8 | ||||||||||||||||||
Atkore Working Capital Days | 70.7 | 66.1 | 59.5 | 70.2 | ||||||||||||||||||||||
BU Adjusted EBITDA: | ||||||||||||||||||||||||||
Safety & Infrastructure | $ | 91.4 | $ | 114.3 | $ | 142.9 | $ | 138.4 | ||||||||||||||||||
Electrical | $ | 516.6 | $ | 645.8 | $ | 937.2 | $ | 1,273.4 | ||||||||||||||||||
BU Working Capital Days: | ||||||||||||||||||||||||||
Safety & Infrastructure | 63.8 | 59.6 | 53.6 | 76.0 | ||||||||||||||||||||||
Electrical (1) | 74.3 | 69.4 | 62.5 | 68.1 | ||||||||||||||||||||||
Payout Percentage | 50 | % | 100 | % | 250 | % |
For our NEOs, our AIP, as currently designed, primarily rewards growthsignificant increase in Adjusted EBITDA versus targeted levels is primarily attributed to a continued increase in net sales and improvementpricing of PVC products, which were mostly driven by the plastic pipe and conduit category within the Electrical business unit. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that exact time frame is uncertain.
“
![]() |
In general, the company establishes a threshold, target and maximum performance for these financial metrics as follows: (i) using a bottom up approach that is conducted throughout the year using rolling
By using a bottom up and top down approach we are able to review and compare each for excess conservatism or excess optimism in determining the annual planned targets. Once the annual plan is reconciled, it is approved by Senior Management and the full Board of Directors.
For fiscal 2017, the maximum performance under all of these financial metrics was capped at 250% of target achievement, even if actual performance exceeds the maximum performance goal.
In addition, each executive has a portion of his or her AIP compensation based on personal performance factors, including, by way of example, cost management, strategic initiatives and talent development. The personal performance factors of each NEO are individually set, and, based on these personal performance factors, an NEO’s calculated annual incentive payout can be modified down (including to zero, so that no bonus is earned) or up to as much as 200% of the bonus that could have been earned in the absence of the personal performance factors. For fiscal 2017, each NEO’s personal performance factors were measured against objectives including cost management, strategic initiatives and talent development. These metrics measure the success of
the most important elements of our business strategy and require us to balance increases in revenue with financial discipline to produce strong margins and a high level of cash flow. For fiscal 2017, the financial metrics applicable to the named executive officers were weighted as follows:
Metric | CEO and Chief Financial Officer (%) | Business Unit Presidents (%) | Other Executive Officers (%) | |||||||||
Atkore Adjusted EBITDA | 75 | 25 | 75 | |||||||||
Atkore Working Capital Days | 25 | — | 25 | |||||||||
Business Unit Adjusted EBITDA | — | 50 | — | |||||||||
Business Unit Working Capital Days | — | 25 | — |
For fiscal 2017, the actual financial numbers assigned to Adjusted EBITDA and change in working capital days were as follows ($ in millions):
Metric | Threshold | Target | Maximum | Actual | ||||||||||||
Atkore Adjusted EBITDA | $ | 200.0 | $ | 250.0 | $ | 312.5 | $ | 225.8 | ||||||||
Atkore Working Capital Days | 62.4 | 59.4 | 54.6 | 62.9 | ||||||||||||
Business Unit Adjusted EBITDA: | ||||||||||||||||
Mechanical Products & Solutions | $ | 67.8 | $ | 84.7 | $ | 105.9 | $ | 70.1 | ||||||||
Conduit & Fittings | $ | 84.0 | $ | 105.0 | $ | 131.3 | $ | 112.6 | ||||||||
Cable Solutions | $ | 71.1 | $ | 88.9 | $ | 111.2 | $ | 68.1 | ||||||||
Business Unit Working Capital Days: | ||||||||||||||||
Mechanical Products & Solutions | 51.0 | 48.6 | 44.7 | 61.3 | ||||||||||||
Conduit & Fittings | 69.8 | 66.5 | 61.2 | 66.7 | ||||||||||||
Cable Solutions | 60.4 | 57.5 | 52.9 | 55.7 | ||||||||||||
Payout Percentage | 50 | % | 100 | % | 250 | % |
For fiscal 2017, the personal performance factor modified the amounts earned based on Adj. EBITDA and working capital days performance as follows:
Minimum | Target | Maximum | ||||||||||
Personal Performance Factor | 0 | % | 100 | % | 200 | % |
Fordisclosed herein may differ from those disclosed in the Annual Report on Form 10-K. Those metrics are further adjusted to exclude the impact of acquisitions and divestitures that occurred in the fiscal 2017,year, but were not forecasted within the Compensation Committee considered the following factors in determining the personal performance factor component for our named executive officers under the AIP: (i) input from the CEO; (ii) personal observation of performance; and (iii) the named executive officer’s achievement of individual objectives, which included cost management, strategic initiatives and talent development. For fiscal 2017, personal performance factors for the executive leadership team averaged 106%, with no membertarget.
The table below shows the threshold, target and maximum bonus payments set for the named executive officers under the AIP for fiscal 2017, as well as the actual bonus payments that each of the named executive officers received.
Fiscal 2017 AIP Bonus Summary
The following tables summarize the calculation of the AIP bonuses earned by our NEOs for fiscal 2017:
Named Executive | Target Bonus Opportunity as % of Base Salary | Atkore Adjusted EBITDA Achievement (%)(1) | Business Unit Adjusted EBITDA Achievement (%)(1) | Atkore Working Capital Days Achievement (%)(1) | Business Unit Working Capital Days Achievement (%)(1) | Bonus Payout % before Personal Performance Factor (A) | Personal Performance Factor (%) (B) | Final Bonus Earned as a % of Target (C) = (A)x(B) | ||||||||||||||||||||||||
John P. Williamson | 125 | 75.84 | — | 0.00 | — | 56.88 | 104.0 | 59.16 | ||||||||||||||||||||||||
James A. Mallak | 60 | 75.84 | — | 0.00 | — | 56.88 | 104.8 | 59.61 | ||||||||||||||||||||||||
Michael J. Schulte | 60 | 75.84 | 56.88 | — | 0.00 | 47.40 | 100.3 | 47.54 | ||||||||||||||||||||||||
William E. Waltz | 60 | 75.84 | 143.01 | — | 96.52 | 114.60 | 101.0 | 115.75 | ||||||||||||||||||||||||
Peter J. Lariviere | 60 | 75.84 | 0.00 | — | 157.39 | 58.31 | 101.8 | 59.36 |
Named Executive Officer | Target Bonus Opportunity ($) (D) | Actual ($) (C)x(D)(3) | ||||||
John P. Williamson | 968,750 | 573,101 | ||||||
James A. Mallak | 262,200 | 156,308 | ||||||
Michael J. Schulte(2) | 254,400 | 120,947 | ||||||
William E. Waltz(2) | 254,400 | 294,439 | ||||||
Peter J. Lariviere(2) | 228,000 | 135,337 |
year 2022 is outlined below:
Named Executive Officer | Target Bonus Opportunity (A) | Bonus Payout % before Personal Performance Factor (B) | Valued Earned Based on EBITDA & WCD Metric Performance (A * B) | Personal Performance Factor (%) (C) | Final Bonus Earned after Application of Personal Performance Factor (A * B) * C | |||||||||||||||||||||||||||
William E. Waltz Jr. | $ | 1,200,000 | 211.1 | % | $ | 2,532,814 | 105 | % | $ | 2,659,455 | ||||||||||||||||||||||
David P. Johnson | $ | 393,750 | 211.1 | % | $ | 831,080 | 105 | % | $ | 872,634 | ||||||||||||||||||||||
Daniel S. Kelly | $ | 315,000 | 211.1 | % | $ | 664,864 | 104 | % | $ | 691,459 | ||||||||||||||||||||||
Mark F. Lamps | $ | 307,300 | 200.0 | % | $ | 614,600 | 106 | % | $ | 651,476 | ||||||||||||||||||||||
John W. Pregenzer | $ | 307,300 | 225.5 | % | $ | 693,054 | 107 | % | $ | 741,568 |
![]() |
|
•"Adjusted net income" is defined for compensation purposes as net income (loss) before: M&A consulting fees and transaction costs, gains or losses on the sale of joint ventures, other fixed assets, or on the extinguishment of debt, other items, such as inventory reserves and adjustments, changes in tax or accounting standards and the impact of foreign exchange gains or losses, and the impact of the interest expense related to debt incurred in the repurchase of shares. The Committee approved modest changes to the definition of adjusted net income to simplify the calculation and appropriately reflect the items within and outside of management's control. These changes may make direct comparisons between fiscal year 2022 goals and actual performance not directly comparable to prior years. Adjusted net income is a non-GAAP measure that management believes is a helpful indicator of operating performance. However, because it is not a measurement of performance under GAAP, adjusted net income should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.
Internal Performance Metric (NI) | External Performance Metric (rTSR) | |||||||||||||||||||
Performance Level | % Achievement vs. Target | % of Target Payout | Performance Level | Relative TSR Percentile | % of Target Shares Vesting (1) | |||||||||||||||
Below Threshold Payout | < 80% of Target | —% | Below Threshold Payout | < 25th Percentile | —% | |||||||||||||||
Threshold Payout | 80% of Target | 50% | Threshold Payout | 25th Percentile | 50% | |||||||||||||||
Target Payout | 100% of Target | 100% | Target Payout | 50th Percentile | 100% | |||||||||||||||
Maximum Payout | >= 125% of Target | 200% | Maximum Payout | >= 75th Percentile | 150% |
Control” beginning on page 43.
![]() |
Name | Equity Awards | |||||||||||||||
Stock Option ($) | RSU ($) | PSU ($) | Total ($) | |||||||||||||
John P. Williamson | 612,500 | 612,500 | 1,225,000 | 2,450,000 | ||||||||||||
James A. Mallak | 125,000 | 125,000 | 250,000 | 500,000 | ||||||||||||
William E. Waltz | 128,750 | 128,750 | 257,500 | 515,000 | ||||||||||||
Michael J. Schulte | 128,750 | 128,750 | 257,500 | 515,000 | ||||||||||||
Peter J. Lariviere | 128,750 | 128,750 | 257,500 | 515,000 |
procedures (as measured based on the grant date value of such awards):
Equity Awards | |||||||||||||||||||||||
Name | Stock Options ($) | RSU ($) | PSU ($) | Total ($) | |||||||||||||||||||
William E. Waltz Jr. | 950,000 | 950,000 | 1,900,000 | 3,800,000 | |||||||||||||||||||
David P. Johnson | 275,000 | 275,000 | 550,000 | 1,100,000 | |||||||||||||||||||
Daniel S. Kelly | 150,000 | 150,000 | 300,000 | 600,000 | |||||||||||||||||||
Mark F. Lamps | 175,000 | 175,000 | 350,000 | 700,000 | |||||||||||||||||||
John W. Pregenzer | 187,500 | 187,500 | 375,000 | 750,000 |
Performance Cycle | Net Income Performance (50% Weighting) | rTSR Performance (50% Weighting) | Overall Payout % vs. Target | ||||||||||||||
Achievement % | Payout % | Percentile Rank | Payout % | ||||||||||||||
2020 - 2022 | 343% | 200% | 96th | 150% | 175% |
Named Executive Officer | Target Award (# of Shares) | Final Award (# of Shares) | ||||||
William E. Waltz Jr. | 35,246 | 62,436 | ||||||
David P. Johnson | 8,038 | 14,239 | ||||||
Daniel S. Kelly | 6,183 | 10,953 | ||||||
Mark F. Lamps | 6,183 | 10,953 | ||||||
John W. Pregenzer | 5,565 | 11,282 |
![]() |
Retention Awards
In order to provide an additional retention incentive to Mr. Mallak, in September 2017 we granted Mr. Mallak a retention bonus of $450,000, payable in two installments and subject to his remaining employed through the two payment dates. The payment dates for the retention bonus are July 1, 2018 and December 31, 2018. For each month after December 31, 2018 that Mr. Mallak remains employed, he would receive an additional retention bonus of $37,500, payable on a current basis. In determining the stated amount awarded to Mr. Mallak, the Compensation Committee reviewed proxy reporting data provided by Aon Hewitt through their CG Pro database. After reviewing this data, the Company determined that a payment of this type closely approximated one times base pay.
In addition, in September 2017 we made a grant of 68,846 additional RSUs to each of Messrs. Waltz, Schulte and Lariviere in order to provide them with additional incentives to remain employed with us during the applicable vesting period. We refer to these RSUs below as “special retention RSUs.” These special retention RSUs vest in a single installmentstock on the third anniversary of the date of grant with accelerated vesting in full in the event of the holder’s death or disability prior to the vesting date, and pro rata accelerated vesting in the event
of the holder’s termination without cause prior to the vesting date. At the time of grant the RSUs awarded were targeted at the median total direct compensation of our peer group for Messrs. Waltz, Schulte and Lariviere. Median total direct compensation for these individual was approximated $1.2 million.
on page 37.
Except for our CEO, none
See "Summary Compensation Table" and "Potential Payments upon Termination or Change in Control" on pages 38 and 43 for more information on compensation of our NEOs, including payments due to NEOs upon a termination of employment.
![]() |
Participant | Retention Percentage | ||||
Chief Executive Officer | 75% | ||||
All Other Executive Officers | 50% |
Section 162(m)
Executive Compensation
The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal 2017 ended on September 30, 2017.
Summary Compensation Table
Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||
John P. Williamson | 2017 | 777,700 | — | 1,837,502 | 612,497 | 573,101 | 19,303 | 3,820,103 | ||||||||||||||||||||||||
President & Chief | 2016 | 736,723 | (1) | — | — | — | 1,834,194 | 10,895 | 2,581,812 | |||||||||||||||||||||||
Executive Officer | 2015 | 646,154 | — | — | — | 1,583,204 | 9,595 | 2,238,953 | ||||||||||||||||||||||||
James A. Mallak | 2017 | 437,000 | — | 375,025 | 124,998 | 156,308 | 13,725 | 1,107,056 | ||||||||||||||||||||||||
Vice President & Chief | 2016 | 447,346 | (1) | — | — | — | 505,659 | 12,701 | 965,706 | |||||||||||||||||||||||
Financial Officer | 2015 | 415,594 | — | — | — | 461,391 | 12,141 | 889,126 | ||||||||||||||||||||||||
William E. Waltz | 2017 | 419,500 | — | 1,586,221 | 128,746 | 294,439 | 70,147 | 2,499,053 | ||||||||||||||||||||||||
Group President, Electrical | 2016 | 420,984 | (1) | — | — | — | 502,115 | 10,466 | 933,565 | |||||||||||||||||||||||
Raceway | 2015 | 363,992 | — | — | — | 223,041 | 10,414 | 597,447 | ||||||||||||||||||||||||
Michael J. Schulte | 2017 | 419,500 | — | 1,586,221 | 128,746 | 120,947 | 95,030 | 2,350,444 | ||||||||||||||||||||||||
Group President, | 2016 | 420,984 | (1) | — | — | — | 338,190 | 8,615 | 767,789 | |||||||||||||||||||||||
Mechanical | 2015 | 386,539 | — | — | — | 220,431 | 9,638 | 616,608 | ||||||||||||||||||||||||
Products & Solutions | ||||||||||||||||||||||||||||||||
Peter J. Larivere | 2017 | 369,746 | — | 1,586,221 | 128,746 | 135,337 | 9,695 | 2,229,745 | ||||||||||||||||||||||||
President, Cable Solutions | 2016 | 330,431 | — | — | — | 404,155 | 10,330 | 744,916 | ||||||||||||||||||||||||
2015 | 269,553 | — | — | — | 206,936 | 8,768 | 485,257 |
All Other Compensation
Name | Year | Perquisites ($)(1) | Retirement Plan Contributions ($)(2) | Health Savings Plan Contributions ($)(3) | Commuter Travel Expense ($)(4) | Total ($) | ||||||||||||||||||
John P. Williamson | 2017 | 3,676 | 7,841 | 1,000 | 6,786 | 19,303 | ||||||||||||||||||
2016 | 3,114 | 7,781 | — | — | 10,895 | |||||||||||||||||||
2015 | 1,645 | 7,950 | — | — | 9,595 | |||||||||||||||||||
James A. Mallak | 2017 | 4,625 | 8,100 | 1,000 | — | 13,725 | ||||||||||||||||||
2016 | 4,751 | 7,950 | — | — | 12,701 | |||||||||||||||||||
2015 | 4,191 | 7,950 | — | — | 12,141 | |||||||||||||||||||
William E. Waltz | 2017 | 2,578 | 7,724 | 1,000 | 58,845 | 70,147 | ||||||||||||||||||
2016 | 2,639 | 7,827 | — | — | 10,466 | |||||||||||||||||||
2015 | 2,464 | 7,950 | — | — | 10,414 | |||||||||||||||||||
Michael J. Schulte | 2017 | 938 | 8,100 | 500 | 85,492 | 95,030 | ||||||||||||||||||
2016 | 665 | 7,950 | — | — | 8,615 | |||||||||||||||||||
2015 | 606 | 9,032 | — | — | 9,638 | |||||||||||||||||||
Peter J. Larivere | 2017 | 1,654 | 8,041 | — | — | 9,695 | ||||||||||||||||||
2016 | 1,284 | 9,046 | — | — | 10,330 | |||||||||||||||||||
2015 | 607 | 8,161 | — | — | 8,768 |
Grants of Plan-Based Awards in Fiscal 2017
The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal 2017:
Name | Grant Date |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Option (#)(4) | Exercise or Base Price of Option Awards ($/ SH)(5) | Grant Date Fair Value of Stock and Option Awards | |||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||
John P. Williamson | $ | 484,375 | $ | 968,750 | $ | 2,421,875 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | 26,211 | 52,422 | 104,844 | — | — | — | $ | 1,224,997 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | 28,555 | — | — | $ | 612,505 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 69,287 | $ | 21.45 | $ | 612,497 | ||||||||||||||||||||||||||||||||
James A. Mallak | $ | 131,100 | $ | 262,200 | $ | 655,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | 5,350 | 10,699 | 21,398 | — | — | — | $ | 250,014 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | 5,828 | — | — | $ | 125,011 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 14,140 | $ | 21.45 | $ | 124,998 | ||||||||||||||||||||||||||||||||
William E. Waltz | $ | 127,200 | $ | 254,400 | $ | 636,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | 5,510 | 11,019 | 22,038 | — | — | — | $ | 257,492 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | 6,002 | — | — | $ | 128,743 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 14,564 | $ | 21.45 | $ | 128,746 | ||||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | — | 68,846 | — | — | $ | 1,199,986 | |||||||||||||||||||||||||||||||||
Michael J. Schulte | $ | 127,200 | $ | 254,400 | $ | 636,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | 5,510 | 11,019 | 22,038 | — | — | — | $ | 257,492 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | 6,002 | — | — | $ | 128,743 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 14,564 | $ | 21.45 | $ | 128,746 | ||||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | — | 68,846 | — | — | $ | 1,199,986 | |||||||||||||||||||||||||||||||||
Peter J. Larivere | $ | 114,000 | $ | 228,000 | $ | 570,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | 5,510 | 11,019 | 22,038 | — | — | — | $ | 257,492 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | 6,002 | — | — | $ | 128,743 | |||||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 14,564 | $ | 21.45 | $ | 128,746 | ||||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | — | 68,846 | — | — | $ | 1,199,986 |
Outstanding Equity Awards at 2017 FiscalYear-End
The following table shows, for each of the named executive officers, all equity awards that were outstanding as of September 30, 2017.
Name | Grant Date | Options Awards(1) | Stock Awards(2) | |||||||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Number of Unearned Shares, Units Other Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units Other Rights That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||||||
John P. Williamson | 6/10/2011 | 408,000 | — | — | $ | 7.30 | 6/10/2021 | — | — | — | — | |||||||||||||||||||||||||||||
12/7/2011 | 109,600 | — | — | $ | 7.30 | 12/7/2021 | — | — | — | — | ||||||||||||||||||||||||||||||
12/7/2012 | 383,600 | 95,900 | — | $ | 7.30 | 12/7/2022 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | 69,287 | — | $ | 21.45 | 11/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | 28,555 | $ | 557,108 | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 52,422 | $ | 1,022,753 | ||||||||||||||||||||||||||||||
James A. Mallak | 12/7/2012 | 230,160 | 57,540 | — | $ | 7.30 | 12/7/2022 | — | — | — | — | |||||||||||||||||||||||||||||
11/30/2016 | — | 14,140 | — | $ | 21.45 | 11/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | 5,828 | $ | 113,704 | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 10,699 | $ | 208,737 | ||||||||||||||||||||||||||||||
William E. Waltz | 2/24/2014 | 32,880 | 8,220 | — | $ | 7.30 | 2/24/2024 | — | — | — | — | |||||||||||||||||||||||||||||
2/24/2014 | 109,600 | 27,400 | — | $ | 7.30 | 2/24/2024 | — | — | — | — | ||||||||||||||||||||||||||||||
5/22/2014 | 65,760 | 43,840 | — | $ | 9.12 | 5/22/2024 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | 14,564 | — | $ | 21.45 | 11/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | 6,002 | $ | 117,099 | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 11,019 | $ | 214,981 | ||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | 68,846 | $ | 1,343,185 | — | — | ||||||||||||||||||||||||||||||
Michael J. Schulte | 5/12/2014 | 78,912 | 52,608 | — | $ | 9.12 | 5/12/2024 | — | — | — | — | |||||||||||||||||||||||||||||
5/12/2014 | 139,740 | 93,160 | — | $ | 9.12 | 5/12/2024 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | 14,564 | — | $ | 21.45 | 11/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | 6,002 | $ | 117,099 | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 11,019 | $ | 214,981 | ||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | 68,846 | $ | 1,343,185 | — | — | ||||||||||||||||||||||||||||||
Peter J. Larivere | 10/21/2013 | 27,400 | 27,400 | — | $ | 7.30 | 10/21/2023 | — | — | — | — | |||||||||||||||||||||||||||||
10/21/2013 | 8,220 | 8,220 | — | $ | 7.30 | 10/21/2023 | — | — | — | — | ||||||||||||||||||||||||||||||
5/22/2014 | 21,920 | 43,840 | — | $ | 9.12 | 5/22/2024 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | 14,564 | — | $ | 21.45 | 11/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | 6,002 | $ | 117,099 | — | — | ||||||||||||||||||||||||||||||
11/30/2016 | — | — | — | — | — | — | — | 11,019 | $ | 214,981 | ||||||||||||||||||||||||||||||
9/6/2017 | — | — | — | — | — | 68,846 | $ | 1,343,185 | — | — |
Option Exercises and Stock Vested in Fiscal 2017
The following table shows, for each of the named executive officers, stock options exercised and stock awards vesting that were outstanding as of September 30, 2017.
Name | Options Awards(1) | Stock Awards(2) | ||||||||||||||
Number of Shares Acquired on Exercise (#) | Option Exercise Price ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||
John P. Williamson | 140,000 | $ | 2,336,615 | — | $ | — | ||||||||||
James A. Mallak | 123,300 | $ | 2,322,606 | — | $ | — | ||||||||||
William E. Waltz | — | $ | — | — | $ | — | ||||||||||
Michael J. Schulte | — | $ | — | — | $ | — | ||||||||||
Peter J. Larivere | 150,700 | $ | 2,742,998 | — | $ | — |
Employment Agreements and Offer Letters
Except the CEO, none of our named executive officers is currently a party to an employment agreement or an offer letter, and all of our other named executive officers have elected to be covered under the severance policy adopted by us in July 2017.
In July 2017, we adopted a Severance and Retention Policy for Senior Management for the benefit of our named executive officers and certain other executive officers of the Company. Participation in the severance policy is voluntary, and if a participant who is subject to an employment agreement or offer letter elects to be covered by the severance policy, that employment agreement or offer letter would be superseded by the severance policy. To date, all of our named executive officers have elected to be covered under the policy.
Under the Policy, a Participant is entitled to receive severance payments and termination benefits upon a future termination of the Participant’s employment by the Company without “cause” or by the Participant with “good reason” (each, a “qualifying termination”). These payments and termination benefits include:
The severance multiples under the severance policy depend on whether the qualifying termination occurs before or after a change in control of us:
Participant | If the qualifying termination occurs prior to a change in control: | If the qualifying termination occurs within 24 months following a change in control: | ||||||
CEO | 2.0 | 2.5 | ||||||
Other NEOs | 1.0 | 1.5 |
The severance payment will be paid in a number of monthly installments equal to the number of months that comprise the severance multiple (e.g., if the severance multiple is 1, the number of monthly installments would be 12), except that, if the termination occurs after a change in control, the severance payment will be paid in a lump sum to the maximum extent practicable under applicable law. If any payments to a participant under the severance policy trigger golden parachute excise taxesexemption under Section 4999162(m) of the Internal Revenue Code, the payments would be reducedHuman Resources & Compensation Committee may authorize compensation that is not deductible if the reductionit is better for the participant on anafter-tax basis, and none of our employees is entitleddetermined to be made whole for these taxes under any circumstances.
The severance policy includes customary restrictive covenants that apply for a period based onappropriate and in the applicable severance multiple (and so determined whether or not the termination is a qualifying termination). In order to receive the severance payments and termination benefits under the severance policy, the participant must execute a release of claims and comply with the applicable restrictive covenants.
Pension Benefits andNon-Qualified Deferred Compensation
Our named executive officers do not currently participate in anytax-qualified ornon-qualified defined benefit pension plans, and we do not currently sponsor anynon-tax qualified deferred compensation plans. Our named executive officers do participate in ourtax-qualified 401(k) retirement savings plan, under which we match the contributions of each of our employees, including our named executive officers, at a rate of 50%best interests of the first 6% contributed by each employee. EmployeesCompany and named executive officers are immediately vested in the matching contributions. Matching contribution amounts can be found in the “All Other Compensation” table under the heading “Retirement Plan Contributions.” We intend to adopt anon-qualified supplemental defined contribution plan to provide a supplemental matching contribution to those of our executives (including our named executive officers) who are limited in their ability to defer compensation under our qualified 401(k) retirement savings plan due to compensation limits under the Code.
Potential Payments upon Termination or Change in Control
The following table summarizes the severance benefits that would have been payable to each of the named executive officers upon termination of their employment or the occurrence of a change in control, assuming that (1) the triggering event or events occurred on September 30, 2017, (2) payment is made to the relevant individual under our severance policy described above and (3) for equity awards, the relevant share price was the closing price of our common stock on September 29, 2017, which is the last day of fiscal 2017 for which public stock prices are available ($19.51). The specific benefits that would have been payable are further described in the footnotes following the table. For purposes of this table, “retirement” is deemed to occur on a voluntary termination after an individual’s age and years of service equal or exceed 67 (and subject to a six month advance notice requirement). Currently, Mr. Mallak is the only named executive officer who is eligible for retirement.
Name / Form of Compensation | Change in Control ($) | With Cause ($) | Without Cause or With Good Reason ($) | Resignation ($) | Death or Disability ($) | Retirement ($) | ||||||||||||||||||
John P. Williamson(1) | ||||||||||||||||||||||||
Severance | 5,785,503 | — | 4,737,512 | — | 573,101 | — | ||||||||||||||||||
Benefit & Perquisite Continuation | 27,001 | — | 27,001 | — | — | — | ||||||||||||||||||
Accelerated Vesting of Equity Awards(2)(3) | 13,754,452 | — | — | — | 2,750,800 | — | ||||||||||||||||||
James A. Mallak(1) | ||||||||||||||||||||||||
Severance | 1,373,488 | — | 967,761 | — | 156,308 | — | ||||||||||||||||||
Benefit & Perquisite Continuation | 23,501 | — | 19,167 | — | — | — | ||||||||||||||||||
Accelerated Vesting of Equity Awards(2)(3) | 3,835,258 | — | — | — | 1,025,004 | 1,025,004 | ||||||||||||||||||
William E. Waltz(1) | ||||||||||||||||||||||||
Severance | 1,479,237 | — | 1,084,304 | — | 294,439 | — | ||||||||||||||||||
Benefit & Perquisite Continuation | 32,626 | — | 25,250 | — | — | — | ||||||||||||||||||
Accelerated Vesting of Equity Awards(2)(3) | 4,988,610 | — | — | — | 2,565,683 | — | ||||||||||||||||||
Michael J. Schulte(1) | ||||||||||||||||||||||||
Severance | 1,135,732 | — | 797,470 | — | 120,947 | — | ||||||||||||||||||
Benefit & Perquisite Continuation | 32,626 | — | 25,250 | — | — | — | ||||||||||||||||||
Accelerated Vesting of Equity Awards(2)(3) | 5,461,589 | — | — | — | 3,189,794 | — | ||||||||||||||||||
Peter J. Larivere(1) | ||||||||||||||||||||||||
Severance | 1,108,551 | — | 784,146 | — | 135,337 | — | ||||||||||||||||||
Benefit & Perquisite Continuation | 20,873 | — | 17,416 | — | — | — | ||||||||||||||||||
Accelerated Vesting of Equity Awards(2)(3) | 3,228,352 | — | — | — | 2,565,683 | — |
For all of the NEOs, the “Benefit & Perquisite Continuation” row also includes the estimated cost of outplacement services that would be provided to the NEO ($14,000 in the case of Mr. Williamson, and $10,500 for the other NEOs).
![]() |
The effect of a change in control on outstanding equity awards is as follows:
Equity Compensation Plan Information
The following table contains information, as of September 30, 2017, about the amount of our common shares to be issued upon the exercise or settlement of outstanding options, RSUs and PSUs granted under our equity incentive plans.
Plan Category | Number of Securities to be Issue Upon Exercise of Outstanding Options, Warrants and Rights (1) | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) | |||||||||
Equity compensation plans approved by shareholders | 5,808,854 | 8.30 | 2,922,890 | |||||||||
Equity compensation plans not approved by shareholders | — | — | — | |||||||||
Total | 5,808,854 | 8.30 | 2,922,890 |
Director Compensation
For so long as the consulting agreement with CD&R, as described in “Certain Relationships and Related Transactions—Consulting Agreement,” remains in effect, no director affiliated with CD&R is compensated by the Company for any services as a director. Subject to limitations set forth in the consulting agreement, the Company reimburses its directors for reasonableout-of-pocket expenses incurred by them for attending meetings of our board of directors and committees thereof. For the period beginning with fiscal 2015 through fiscal 2017, we have appointed 6 independent outside directors.
Ournon-employee directors who are not affiliated with CD&R are paid an annual retainer fee of $75,000, which is paid on a quarterly basis as of the beginning of the Board Calendar year, which begins as of the date of the annual meeting of stockholders each year. In addition, the chairperson of the Audit Committee receives an additional annual cash retainer of $20,000, the chairperson of the Compensation Committee receives an additional annual cash retainer of $15,000 and the chairperson of the Nominating and Governance Committee receives an additional annual cash retainer of $10,000.
Messrs. James and Kershaw each received $18,750 cash retainer for their service on our board of directors during fiscal 2017, which represents one quarter of a full year’s retainer.
Beginning with the 2017 Board Calendar year, which began on the date of the 2017 Annual Meeting of Stockholders, we changed the compensation of ournon-employee directors who are not affiliated with CD&R by replacing the prior policy ofone-time grants of RSUs with an annual equity award of RSUs with a value at the time of grant equal to $85,000. RSUs will generally be subject to aone-year vesting schedule based on the director’s continued services to us.
The compensation paid to ournon-employee directors quantified in the table below reflects payments and grants made by the Company during fiscal 2017.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
A. Mark Zeffiro | 95,000 | 85,000 | — | — | — | 180,000 | ||||||||||||||||||
Jeri L. Isbell | 90,000 | 85,000 | — | — | — | 175,000 | ||||||||||||||||||
William R. VanArsdale | 75,000 | 85,000 | — | — | — | 160,000 | ||||||||||||||||||
Scott H. Muse | 75,000 | 85,000 | — | — | — | 160,000 | ||||||||||||||||||
Justin A. Kershaw | 18,750 | 85,000 | — | — | — | 103,750 | ||||||||||||||||||
Wilbert W. James Jr. | 18,750 | 85,000 | — | — | — | 103,750 |
Philip W. Knisely
William R. VanArsdale
![]() |
Name | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||||||||||||||||||
William E. Waltz Jr. | 2022 | 919,231 | 2,849,894 | 950,018 | 2,659,455 | 32,217 | 7,410,815 | |||||||||||||||||||||||||||||||||||||
President & Chief Executive Officer | 2021 | 823,077 | 2,099,778 | — | 2,571,250 | 29,320 | 5,523,425 | |||||||||||||||||||||||||||||||||||||
2020 | 706,410 | 1,899,992 | — | 730,671 | 29,629 | 3,366,702 | ||||||||||||||||||||||||||||||||||||||
David P. Johnson | 2022 | 516,923 | 824,976 | 275,014 | 872,634 | 13,822 | 2,503,369 | |||||||||||||||||||||||||||||||||||||
Vice President, Chief Financial Officer & Chief Accounting Officer | 2021 | 504,615 | 562,443 | 187,498 | 1,032,750 | 17,596 | 2,304,902 | |||||||||||||||||||||||||||||||||||||
2020 | 485,230 | 487,491 | 162,502 | 272,523 | 70,258 | 1,478,004 | ||||||||||||||||||||||||||||||||||||||
Daniel S. Kelly | 2022 | 429,538 | 450,018 | 149,990 | 691,459 | 22,755 | 1,743,760 | |||||||||||||||||||||||||||||||||||||
Vice President, General Counsel & Corporate Secretary | 2021 | 405,538 | 449,960 | 149,998 | 661,260 | 25,951 | 1,692,707 | |||||||||||||||||||||||||||||||||||||
2020 | 372,244 | 374,994 | 125,003 | 199,274 | 21,819 | 1,093,334 | ||||||||||||||||||||||||||||||||||||||
Mark F. Lamps | 2022 | 417,462 | 524,964 | 175,005 | 651,476 | 17,433 | 1,786,340 | |||||||||||||||||||||||||||||||||||||
BU President, Safety & Infrastructure | 2021 | 388,869 | 487,465 | 162,503 | 643,640 | 19,845 | 1,702,322 | |||||||||||||||||||||||||||||||||||||
2020 | 349,231 | 374,994 | 125,003 | 181,803 | 11,990 | 1,043,021 | ||||||||||||||||||||||||||||||||||||||
John W. Pregenzer | 2022 | 417,462 | 562,551 | 187,487 | 741,568 | 20,901 | 1,929,969 | |||||||||||||||||||||||||||||||||||||
BU President, Electrical | 2021 | 388,769 | 487,465 | 162,503 | 745,631 | 18,663 | 1,803,031 | |||||||||||||||||||||||||||||||||||||
2020 | 341,539 | 337,500 | 112,498 | 252,546 | 16,101 | 1,060,184 |
![]() |
Name | Year | Perquisites ($)(1) | Executive Physical ($)(2) | Financial Planning Stipend ($)(3) | Retirement Plan Contributions ($)(4) | Health Savings Plan Contributions ($)(5) | Other Expense Payments ($)(6) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
William E. Waltz Jr. | 2022 | 6,045 | 5,720 | 10,000 | 9,452 | 1,000 | — | 32,217 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 5,340 | 4,520 | 10,000 | 8,460 | 1,000 | — | 29,320 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 5,033 | 5,221 | 10,000 | 8,375 | 1,000 | — | 29,629 | |||||||||||||||||||||||||||||||||||||||||||
David P. Johnson | 2022 | 3,672 | — | — | 9,150 | 1,000 | — | 13,822 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 2,707 | 5,189 | — | 8,700 | 1,000 | — | 17,596 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 2,781 | 4,866 | — | 8,550 | 1,000 | 53,061 | 70,258 | |||||||||||||||||||||||||||||||||||||||||||
Daniel S. Kelly | 2022 | 4,566 | — | 8,039 | 9,150 | 1,000 | — | 22,755 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 4,209 | 4,483 | 7,559 | 8,700 | 1,000 | — | 25,951 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 3,918 | 5,245 | 3,008 | 8,648 | 1,000 | — | 21,819 | |||||||||||||||||||||||||||||||||||||||||||
Mark F. Lamps | 2022 | 3,456 | 4,827 | — | 9,150 | — | — | 17,433 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 3,000 | 5,600 | 2,825 | 8,420 | — | — | 19,845 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 2,386 | 5,681 | — | 3,923 | — | — | 11,990 | |||||||||||||||||||||||||||||||||||||||||||
John W. Pregenzer | 2022 | 2,574 | 7,125 | 2,500 | 7,702 | 1,000 | — | 20,901 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 2,400 | 5,692 | 4,200 | 5,371 | 1,000 | — | 18,663 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 2,303 | — | 5,827 | 6,971 | 1,000 | — | 16,101 |
![]() |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Option (#)(4) | Exercise or Base Price of Option Awards ($/ SH)(5) | Grant Date Fair Value of Stock and Option Awards(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William E. Waltz, Jr. | $ | 600,000 | $ | 1,200,000 | $ | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 8,369 | 16,738 | 29,591 | $ | 1,899,930 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 8,967 | $ | 949,964 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 19,027 | $ | 105.94 | $ | 950,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David P. Johnson | $ | 196,875 | $ | 393,750 | $ | 984,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 2,423 | 4,845 | 8,566 | $ | 549,956 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 2,596 | $ | 275,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 5,508 | $ | 105.94 | $ | 275,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel S. Kelly | $ | 157,500 | $ | 315,000 | $ | 787,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,322 | 2,643 | 4,673 | $ | 300,007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,416 | $ | 150,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 3,004 | $ | 105.94 | $ | 149,990 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark F. Lamps | $ | 153,650 | $ | 307,300 | $ | 768,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,542 | 3,083 | 5,451 | $ | 349,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,652 | $ | 175,013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 3,505 | $ | 105.94 | $ | 175,005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John W. Pregenzer | $ | 153,650 | $ | 307,300 | $ | 768,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,652 | 3,304 | 5,841 | $ | 375,037 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,770 | $ | 187,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 3,755 | $ | 105.94 | $ | 187,487 |
![]() |
Options Awards(1) | Stock Awards(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexorcisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Number of Unearned Shares, Units, Other Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units Other Rights That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
William E. Waltz, Jr. | 5/22/2014 | 109,600 | — | — | $9.12 | 5/22/2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/30/2016 | 14,564 | — | — | $21.45 | 11/30/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/28/2017 | 18,007 | — | — | $20.01 | 11/28/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/1/2018 | 142,180 | 94,787 | — | $25.91 | 10/1/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | — | 19,027 | — | $105.94 | 11/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 4,252 | $330,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 11,745 | $913,878 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 8,967 | $697,722 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 87,801 | $6,831,796 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 29,591 | $2,302,476 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David P. Johnson | 11/27/2018 | 14,884 | — | — | $17.90 | 11/27/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 7,710 | 3,856 | — | $37.24 | 11/21/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 4,643 | 9,287 | — | $29.80 | 11/17/2030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | — | 5,508 | — | $105.94 | 11/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 1,455 | $113,214 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 4,195 | $326,413 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 2,596 | $201,995 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 20,905 | $1,626,618 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 8,566 | $666,520 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel S. Kelly | 9/9/2013 | 88 | — | — | $7.30 | 9/9/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5/22/2014 | 24,500 | — | — | $9.12 | 5/22/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/30/2016 | 8,484 | — | — | $21.45 | 11/30/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/28/2017 | 10,504 | — | — | $20.01 | 11/28/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/27/2018 | 13,393 | — | — | $17.90 | 11/27/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 5,931 | 2,966 | — | $37.24 | 11/21/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 3,714 | 7,430 | — | $29.80 | 11/17/2030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | — | 3,004 | — | $105.94 | 11/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 1,119 | $87,069 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 3,636 | $261,130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,416 | $110,179 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 16,724 | $1,301,294 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 4,673 | $363,606 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark F. Lamps | 11/27/2018 | 2,480 | — | — | $17.90 | 11/27/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 5,931 | 2,966 | — | $37.24 | 11/21/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 4,024 | 8,049 | — | $29.80 | 11/17/2030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | — | 3,505 | — | $105.94 | 11/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 1,119 | $87,069 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 3,636 | $282,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,652 | $128,542 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 18,118 | $1,409,762 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 5,451 | $424,142 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John W. Pregenzer | 11/27/2018 | 6,548 | — | — | $17.90 | 11/27/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 5,338 | 2,669 | — | $37.24 | 11/21/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 4,024 | 8,049 | — | $29.80 | 11/17/2030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | — | 3,755 | — | $105.94 | 11/16/2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/21/2019 | 1,007 | $78,355 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 3,636 | $282,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 1,770 | $137,724 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/17/2020 | 18,118 | $1,409,762 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2021 | 5,841 | $454,488 |
![]() |
Options Awards(1) | Stock Awards(2) | ||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Option Exercise Price ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||||||||
William E. Waltz, Jr. | — | $ | — | 80,475 | $ | 6,775,262 | |||||||||||||||||
David P. Johnson | — | $ | — | 20,119 | $ | 1,732,728 | |||||||||||||||||
Daniel S. Kelly | — | $ | — | 15,845 | $ | 1,371,716 | |||||||||||||||||
Mark F. Lamps | — | $ | — | 17,227 | $ | 1,504,545 | |||||||||||||||||
John W. Pregenzer | — | $ | — | 14,219 | $ | 1,229,279 |
![]() |
Participant | If the qualifying termination occurs prior to a change in control: | If the qualifying termination occurs within 24 months following a change in control: | ||||||
CEO | 2.0 | 2.5 | ||||||
Other NEOs | 1.0 | 1.5 |
![]() |
Name / Form of Compensation | Qualifying Termination Change in Control ($) | With Cause ($) | Without Cause or With Good Reason ($) | Resignation ($) | Death or Disability ($) | Retirement ($) | ||||||||||||||||||||||||||||||||
William E. Waltz, Jr.(1) | ||||||||||||||||||||||||||||||||||||||
Severance | 10,127,268 | — | 8,633,705 | — | 2,659,455 | — | ||||||||||||||||||||||||||||||||
Benefit & Perquisite Continuation | 37,897 | — | 37,897 | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of Equity Awards(2)(3) | 32,765,363 | — | — | — | 15,996,165 | 15,996,165 | ||||||||||||||||||||||||||||||||
David P. Johnson(1) | ||||||||||||||||||||||||||||||||||||||
Severance | 2,749,088 | — | 2,123,603 | — | 872,634 | — | ||||||||||||||||||||||||||||||||
Benefit & Perquisite Continuation | 25,890 | — | 20,760 | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of Equity Awards(2)(3) | 4,964,293 | — | — | — | 3,537,067 | — | ||||||||||||||||||||||||||||||||
Daniel S. Kelly(1) | ||||||||||||||||||||||||||||||||||||||
Severance | 2,142,456 | — | 1,658,790 | — | 691,459 | — | ||||||||||||||||||||||||||||||||
Benefit & Perquisite Continuation | 36,516 | — | 27,844 | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of Equity Awards(2)(3) | 6,596,027 | — | — | — | 2,600,323 | 2,600,323 | ||||||||||||||||||||||||||||||||
Mark F. Lamps(1) | ||||||||||||||||||||||||||||||||||||||
Severance | 2,048,435 | — | 1,582,782 | — | 651,476 | — | ||||||||||||||||||||||||||||||||
Benefit & Perquisite Continuation | 24,483 | — | 19,822 | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of Equity Awards(2)(3) | 3,421,585 | — | — | — | 2,839,195 | — | ||||||||||||||||||||||||||||||||
John W. Pregenzer(1) | ||||||||||||||||||||||||||||||||||||||
Severance | 2,269,941 | — | 1,760,483 | — | 741,568 | — | ||||||||||||||||||||||||||||||||
Benefit & Perquisite Continuation | 22,979 | — | 18,819 | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of Equity Awards(2)(3) | 3,660,005 | — | — | — | 2,857,959 | — |
![]() |
![]() |
Country | Headcount | ||||
Canada | 80 | ||||
China | 9 | ||||
New Zealand | 68 | ||||
Russia | 30 |
![]() | Beneficial Ownership |
November 30, 2022.
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent (%) | ||||||
CD&R Allied Holdings, L.P.(1) | 30,460,377 | 48.0 | ||||||
Levin Capital Strategies, L.P.(2) | 4,035,007 | 6.4 | ||||||
Philip W. Knisely(3) | — | — | ||||||
John P. Williamson(4) | 1,096,710 | 1.7 | ||||||
James A. Mallak(4) | 160,514 | * | ||||||
William E. Waltz(4) | 228,794 | * | ||||||
Michael J. Schulte(4) | 269,346 | * | ||||||
Peter J. Lariviere (4) | 82,034 | * | ||||||
James G. Berges(1)(3) | 30,460,377 | 48.0 | ||||||
Jeri L. Isbell(5) | 10,965 | * | ||||||
Scott H. Muse(5) | 10,965 | * | ||||||
Nathan K. Sleeper(1)(3) | 30,460,377 | 48.0 | ||||||
William VanArsdale(5) | 10,965 | * | ||||||
A. Mark Zeffiro(5) | 14,313 | * | ||||||
Jonathan L. Zrebiec(1)(3) | 30,460,377 | 48.0 | ||||||
Justin A. Kershaw(5) | 4,126 | * | ||||||
Wilbert W. James(5) | 4,126 | * | ||||||
All current directors and executive officers as a group (15 persons)(1)(4)(5) | 32,353,235 | 51.0 |
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent (%) | ||||||||||||
Vanguard Group Inc.(1) | 5,102,098 | 11.01% | ||||||||||||
BlackRock, Inc.(2) | 3,428,584 | 7.4% | ||||||||||||
FMR LLC(3) | 2,821,357 | 6.086% | ||||||||||||
William E. Waltz Jr.(4) (5) | 390,819 | * | ||||||||||||
David P. Johnson(4) | 70,534 | * | ||||||||||||
Mark F. Lamps(4) | 41,639 | * | ||||||||||||
LeAngela W. Lowe(4) | 30,012 | * | ||||||||||||
Daniel S. Kelly(4) | 93,974 | * | ||||||||||||
John W. Pregenzer(4) | 49,448 | * | ||||||||||||
Michael V. Schrock(6) | 15,985 | * | ||||||||||||
Jeri L. Isbell(6) | 26,695 | * | ||||||||||||
Justin A. Kershaw(6) | 19,856 | * | ||||||||||||
Wilbert W. James Jr.(6) | 19,856 | * | ||||||||||||
Betty R. Johnson(6) | 14,009 | * | ||||||||||||
Scott H. Muse(6) | 26,695 | * | ||||||||||||
William R. VanArsdale(6) | 23,342 | * | ||||||||||||
A. Mark Zeffiro(7) | 20,043 | * | ||||||||||||
All current directors and executive officers as a group (14 persons)(4)(5) | 842,907 | 2.11% |
* | Less than one percent. |
According |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the SEC reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company and to furnish such reports to the Company. To the Company’s knowledge, based solely on a reviewSchedule 13G/A filed by Vanguard Group Inc. ("Vanguard"), as of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended September 30, 2017, all Section 16(a) filing requirements applicable to directors, executive officers and greater than ten percent beneficial owners were complied with by such persons, except that, due to an administrative error, the Company did not timely file Form 4s reflecting the automatic grant of RSUs to Messrs. Muse, VanArsdale and Zeffiro and Ms. Isbell on March 7, 2017, which was the date of the 2017 annual meeting. These Form 4s were filed with the SEC on May 4, 2017.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures for Related Person Transactions
Our board of directors has approved policies and procedures with respect to the review and approval of certain transactions between us and a “Related Person,” or a “Related Person Transaction,” which we refer to as our “Related Person Transaction Policy.” Pursuant to the terms of the Related Person Transaction Policy, our board of directors, acting through our Audit Committee, must review and decide whether to approve or ratify any Related Person Transaction. Any Related Person Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve any Related Person Transaction.
For the purposes of the Related Person Transaction Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest.
A “Related Person,” as defined in the Related Person Transaction Policy, means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of Atkore or a nominee to become a director of Atkore; any person who is known to be the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of ten percent or more.
Stockholders Agreement
In connection with our IPO, we entered into the Stockholders Agreement with the CD&R Investor. The Stockholders Agreement grants the CD&R Investor the right to designate for nomination for election to our board of directors a number of CD&R Designees equal to:
For purposes of calculating the number of CD&R Designees that the CD&R Investor is entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number
and the calculation would be made on a pro forma basis after taking into account any increase in the size of our board of directors.
With respect to any vacancy of a CD&R designated director, the CD&R Investor will have the right to designate a new director for election by a majority of the remaining directors then in office. The Stockholders Agreement provides that a CD&R Designee will serve as the Chairman of our board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstandingowned5,102,098 shares of our common stock. Vanguard reported sole voting power with respect to 0 shares, shared voting power with respect to 87,709 shares, sole dispositive power with respect to 4,973,185 shares and shared dispositive power with respect to 128,913 shares. The Stockholders Agreement also grantsaddress for Vanguard Group Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
![]() |
Registration Rights Agreement
In connectionsole dispositive power with our IPO, we entered into a registration rights agreement with the CD&R Investor.respect to 3,428,584 shares. The registration rights agreement grantsaddress for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
CEO Outstanding Aggregate Equity Holdings as of 11/30/2022 | |||||||||||
Awards | |||||||||||
Exercisable Vested Stock Options | Unvested | Total | |||||||||
Total Outstanding Equity | 338,086 | 246,240 | 584,326 | ||||||||
CEO Stock Ownership Summary as of 11/30/2022 | |||||||||||
Awards | |||||||||||
Notes | Vested | Unvested | Total | ||||||||
Shares Owned * | 173,817 | — | 173,817 |
Consulting Agreement
In connection with the closing of the Transactions, we, AIH and AII entered into a separate consulting agreement with CD&R. As discussed below, the consulting agreement with CD&R was terminated on June 15, 2016 in connection with our IPO.
Pursuant to the consulting agreement with CD&R, CD&R provided us with financial, investment banking, management, advisory and other services. The annual consulting fee payable to CD&R under the consulting agreement was $3.5 million, plusout-of-pocket expenses. We were also required to pay CD&R a fee equal to 1.0% of the transaction value of certain financing and acquisition or disposition transactions completed by us, plusout-of-pocket expenses, or such lesser amount as CD&R and we may agree.
In connection with our IPO in June 2016, we entered into a termination agreement with CD&R, pursuant to which the parties agreed to terminate the ongoing consulting fee described above. Pursuant to the termination agreement, we paid CD&R a termination fee of $12.8 million. Thereafter, the annual consulting fee terminated. No transaction fee was payable to CD&R under the consulting agreement as a result of the IPO.
Indemnification Agreement
In connection with the closing of the Transactions, we, AIH and AII entered into separate indemnification agreements (the “Indemnification Agreement”) with (i) CD&R and (ii) the CD&R Investor (collectively, the “CD&R Affiliates”).
Under the Indemnification Agreement, we, AIH and AII, subject to specified limitations, jointly and severally agreed to indemnify the CD&R Affiliates against specified liabilities arising out of performance of the consulting agreement and certain other claims and liabilities.
Our indemnification obligations under the Indemnification Agreement are primary to any similar rights to which any indemnitee may be entitled under any other agreement or document.
We have entered into indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement rights. See
“Description of Capital Stock—Limitations on Liability and Indemnification” in the prospectus we filed with the SEC on February 17, 2017 for additional information.
Transactions with Other Related Parties
During fiscal 2017, an investment fund affiliated with CD&R acquired a controlling interest in one of the Company’s customers, making such customer an affiliate of CD&R. In fiscal 2017, the Company sold an aggregate of $8.3 million of products to this affiliate. Management believes that sales to these customers were conducted on anarm’s-length basis at prices that an unrelated third party would pay.
The principal purpose of the Audit Committee is to assist the board of directors in its general oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit andnon-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its charter.
Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. Deloitte & Touche LLP, our independent registered public accounting firm for fiscal 2017, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
The Audit Committee has reviewed and discussed our audited financial statements for the fiscal1 year ended September 30, 2017 with management and with Deloitte & Touche LLP. These audited financial statements are included in our Annual Report on Form10-K for the fiscal year ended September 30, 2017.
The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 16 adopted by the Public Company Accounting Oversight Board (United States) regarding “Communications with Audit Committees.”
The Audit Committee also has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte and Touche LLP its independence from us.
Based on the review and discussions described above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form10-K for the fiscal year ended September 30, 2017 for filing with the SEC.
The Audit Committee
A. Mark Zeffiro (Chairperson)
Jeri L. Isbell
Scott H. Muse
This Report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
PROPOSAL 1: ELECTION OF DIRECTORS
The following individuals, alldate of whom are currently serving on our board of directors, are nominated for election this year as Class II directors:
If elected, each of these individuals will serve as a Class II director until the 2021 Annual Meeting next following the date of Stockholdersgrant: Mr. Schrock, 1,491 RSUs, Ms. Isbell, 1,491 RSUs, Mr. Kershaw, 1,491 RSUs, Mr. James, 1,491 RSUs, Ms. Johnson, 1,491 RSUs, Mr. Muse, 1,491 RSUs, Mr. VanArsdale, 1,491 RSUs, and until her or his successor has been elected and qualified, or until her or his earlier death, resignation or removal. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our board of directors may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a Class II director.
The relevant experiences, qualifications, attributes or skills of each nominee that led our board of directors to recommend the above persons as a nominee for director are described above in the section entitled “The Board of Directors and Corporate Governance.”
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS II NOMINEES LISTED ABOVE.
![]() | PROPOSAL 2: EXECUTIVE COMPENSATION |
ü | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT |
![]() | PROPOSAL 3: FREQUENCY OF EXECUTIVE COMPENSATION VOTES |
ü | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A FREQUENCY OF "EVERY YEAR" FOR FUTURE "SAY ON PAY" PROPOSALS ON EXECUTIVE COMPENSATION |
![]() | PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
▪independence and objectivity | ▪client service assessment and feedback from management | ||||
▪resources, technical capability and expertise | ▪industry-specific experience and insights | ||||
▪historical and recent performance | ▪external data relating to audit quality and performance | ||||
▪extent, quality and candor of communications | ▪appropriateness of fees for audit and non-audit services | ||||
▪report on quality | ▪length of time serving in this role, the benefits of longer tenure and the impacts of changing auditors |
ü | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2023. |
![]() |
Fiscal Year Ended | ||||||||
September 30, 2017 | September 30, 2016 | |||||||
Audit Fees(1) | $ | 2,427,516 | $ | 1,691,221 | ||||
All Other Fees(2) | $ | 447,481 | $ | 1,272,891 |
Fiscal Year Ended | |||||||||||
September 30, 2022 | September 30, 2021 | ||||||||||
Audit Fees(1) | $ | 2,753,700 | $ | 2,472,300 | |||||||
Audit Related Fees(2) | $ | — | $ | 190,750 | |||||||
Tax Fees | $ | — | $ | — | |||||||
All other fees | $ | — | $ | — |
![]() |
In accordance with the Sarbanes-Oxley Act
All of the services performed byaccurate and prepared in accordance with generally accepted accounting principles. Deloitte & Touche LLP, duringour independent registered public accounting firm for fiscal year 2022, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
![]() | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
![]() | QUESTIONS AND ANSWERS & OTHER BUSINESS |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() | ||||
![]() |
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS
![]() | ||||||||||||||
| ||||||||||||||
|
|
|
|
| ||||||||||
| ||||||||||||||
| ||||||||||||||
|
| ||||||||||||||||
STATEMENT
60Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Form
| ||||||||
|