Cost efficient▪cost-efficient group welfare benefits and retirement plans which are comparable to the plans of peers with which we compete for talent.
An annual performance management process is used to establish individual goals and objectives, including for our named executive officers. Managers are required to jointly develop these individual goals and objectives with employees to ensure understanding of and accountability for the desired business results.
Best Practices in Compensation Governance
Highlighted below are the key features of our executive compensation program, including the pay practices that we have implemented to drive sustainable results, encourage executive retention and align executive and stockholder interests.
| | | | | |
| 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 |
Process for Setting Executive Compensation
The
Compensation Committee is responsible for reviewing and approving the compensation of our named executive officers and other senior management (other than the CEO) as recommended by the CEO. The Chairman of the board
of directors and the
Compensation Committee evaluate the CEO’s performance and, based upon the results of this performance evaluation, make a recommendation to the full board
of directors to determine the CEO’s compensation.
ATKORE 2022 PROXY STATEMENT 27
The
Compensation Committee’s annual process considers our financial performance and total
shareholderstockholder return, as well as the relative performance of the executive officers throughout the fiscal year. The timing of these determinations is set in order to enable the
Compensation Committee to examine and consider our financial performance, as well as the relative performance of the executive officers, during the previous fiscal year in establishing the upcoming fiscal year’s compensation and performance goals. Throughout this process, the
Compensation Committee receives input from members of management. In addition, during fiscal
2017,year 2022, the
Compensation Committee engaged FW Cook as its executive
and non-employee director compensation consultant to provide advice on an ongoing basis as to these matters.
At our 2022 Annual Meeting of Stockholders, 94% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2021, as disclosed in our 2021 proxy statement. The Committee considers the results of our "say-on-pay" advisory votes in connection with the design of the Company's executive compensation program, and viewed the result of the fiscal year 2021 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2022, the Committee did not make any significant changes to our executive compensation programs.
The Committee regularly reviews the compensation program design for alignment with our evolving business strategy, market practices and human resource objectives and considers stockholder input. Based on this year's review, the Committee made no changes to our annual incentive and long-term incentive plan design for fiscal year 2022. See page 30 for annual incentive plan and page 32 for long-term incentive plan changes.
The CEO recommends to the
Compensation Committee compensation packages for executives who report directly to him, including the named executive officers other than himself. The Vice President of Global Human Resources also provides input to the CEO and to the
Compensation Committee on compensation for each of the executives other than
himself.herself. In fiscal
2017,year 2022, prior to each
Compensation Committee meeting, the CEO and the Vice President of Global Human Resources were primarily responsible for preparing the materials that management presented to the
Compensation Committee.
Use of Compensation Consultants and Peer Group
The
Compensation Committee’s charter provides that it may retain advisors, including compensation consultants, in its sole discretion. During fiscal
2017,year 2022, the
Compensation Committee continued to use the services of FW Cook to assist our
Compensation Committee with the analysis and development of our compensation arrangements and to provide recommendations with respect to these and similar matters. As part of its engagement, FW Cook developed a peer group against which to conduct benchmarking analysis as and when necessary or appropriate. In developing the peer group, FW Cook reviewed revenue and market capitalization size; similarity of industry or products; and entities that we
or our financial advisors considered to be peers.
Atkore’s revenue is slightly above the median; however, its market capitalization is below the median but above the bottom quartile of the peer group. The peer group developed by FW Cook and approved by our
Compensation Committee
for use in setting fiscal year 2022 target compensation consists of the following companies:
| | | | | |
AAON Inc.
Acuity Brands, Inc | | Hubbell Inc.Lincoln Electric (1) |
Advanced Drainage Systems | | Interface Inc. |
Apogee Enterprises, Inc.
| | Littelfuse, Inc. |
Armstrong World Industries,Apogee Enterprises, Inc.
| | Masonite International Corporation |
AZZ Incorporated
Belden Inc. | | NCI Building Systems |
| | nVent |
Belden Inc.
Crane Holdings, Co. (1) | Regal Beloit Corporation |
| EnerSys | Rexnord Corporation |
Encore Wire Corporation
Generac Holdings | Sensata Technologies (1) |
| Gibraltar Industries, Inc. | Simpson Manufacturing Co. |
General CableHubbell Inc.
| Valmont Industries |
(1)Crane Holdings, Co., Lincoln Electric Holdings, Inc. and Sensata Technologies, Inc. were added to the peer group used to establish fiscal year 2022 target compensation. Armstrong World Industries, Inc., AZZ Incorporated and Quanex Building Products Corporation were removed from the peer group due to relative size profile versus Atkore.
ATKORE 2022 PROXY STATEMENT 28
As of October 2021 (the beginning of fiscal year 2022), our revenue approximated the median to 75th percentile of the fiscal year 2022 peer group and our market capitalization approximated the 25th percentile to median of the fiscal year 2022 peer group.
In May 2022, the Committee approved changes to the compensation peer group for use in fiscal year 2023 compensation planning. Eight companies were removed and nine were added with these changes intended to reflect Atkore’s growth from $2.9 billion to $3.9 billion in revenue for fiscal year 2022 which positioned our revenue near the median of the updated peer group. The table below outlines the companies that will be removed and added to our peer group for compensation planning purposes for fiscal year 2023 and beyond:
| | | | | |
| A.O. Smith Corporation (2) | Lincoln Electric Holdings, Inc. |
| Acuity Brands, Inc. | USGLittelfuse, Inc. (1) |
| 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) | |
(1)Represents companies that have been removed from the peer group for fiscal year 2023 and beyond.
(2)Represents companies that have been added to the peer group for fiscal year 2023 and beyond.
For fiscal
2017,year 2022, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:
•base salary;
•annual incentive compensation paid in the form of cash bonuses;
•long-term equity incentive compensation in the form of stock options, RSUs and PSUs; and
•other benefits (primarily our retirement savings plan and our group health and welfare plans).
During fiscal
2017,year 2022, and as described in greater detail below, FW Cook benchmarked the
target total direct compensation (consisting of base salary, target bonus opportunity and value of long-term incentive grants) of the named executive officers at the median of the
2022 peer group, with the intention that the total direct compensation of these named executive officers
generally would be set at amounts that are in the market median range. It was the
Compensation Committee’s judgment that setting compensation levels at the median levels of the
2022 peer group would create an appropriate level of retention and incentive for the management team.
Individual executives’Each individual executive's target total direct compensation could vary above or below the median level of the peer group due to an executive’s skills, experience in current role and individual performance.
ATKORE 2022 PROXY STATEMENT 29
Base salary represents the fixed portion of our named executive officers’ total compensation. Although the
Compensation Committee believes that a substantial portion of each executive officer’s total compensation should be “at risk,” the
Compensation Committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the
Compensation Committee
takes into accountconsiders competitive
considerations,practice, individual performance and time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal
2017,year 2022, decisions regarding executive salaries were determined primarily by a review of salary data
forusing the
50th percentile using2022 peer group data prepared by FW
Cook.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.
All of the NEOs
were increased following a reviewshown below received larger than usual base pay increases based on the Company's exceptional performance and targeted median levels of the
relevant salary data, such that as ofpeer group data. The table below outlines the
end of fiscal 2017, base salaries of the NEOs were as follows: | | | | | | | | | | | | |
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.
year 2022: | | | | | | | | | | | | | | | | | | | | |
| 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 | % |
Annual Incentive Plan
("AIP") Compensation
We currently maintain the AIP, which is intended to retain and motivate our executive officers and certain other key employees by providing them with an opportunity to earn cash incentives based on our attainment of certain specified performance goals. The AIP is administered by our Compensation Committee, which selects those of our employees who will participate in the AIP for a specified performance period and establishes the applicable performance goals.
For fiscal year 2022, the financial metrics applicable to the named executive officers were weighted as follows:
| | | | | | | | | | | | | | |
| 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 | |
For fiscal year 2022, the AIP metric weighting for our Business Unit Presidents was changed from the prior year. A heavier emphasis was placed on Atkore Adjusted EBITDA; the weighting was increased to 60% from 40% while the Business Unit Adjusted EBITDA weighting was decreased to 20% from 40%. This change was made to better facilitate a one Atkore philosophy while still holding executives accountable for performance at the BU level.
For fiscal year 2022, the Committee considered the following factors in determining the PPF 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, diversity, equity and inclusion and talent development objectives.
| | | | | | | | | | | | | | | | | | | | |
| | Minimum (1) | | Target | | Maximum |
| Personal Performance Factor | | 80 | % | | 100 | % | | 120 | % |
(1) Given individual facts and circumstances an incentive payout could be modified below 80% to 0%.
ATKORE 2022 PROXY STATEMENT 30
The threshold, target and maximum goals for such performance period no later than 90Adjusted EBITDA and change in working capital days afterapproved by the Committee at the beginning of fiscal year 2022 and our actual performance during the performance period, or if earlier,year are outlined below ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | % | | |
(1)Electrical Business Unit Working Capital Days metric and targets shown are the date on which 25%sum total of the performance period has been completed. our North American Electrical business.
The
maximum amount payable to any participant under the AIP during any given twelve-month performance period is $4 million, and this figure is proportionately increased or decreased for longer or shorter performance periods.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.
Atkore’s Approach to Goal-Setting
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 12-15 month forecasts, which takes into consideration market growth rates based on industry estimates and the vertical markets (education, manufacturing, warehouse, etc.) that we participate in, as well as the productivity initiatives that are planned for the upcoming year; (ii) performing a top-down approach undertaken by our Corporate Financial Planning and Analysis group to determine the next year’s budget by analyzing base growth assumptions in the numberbusiness, strategic initiatives planned, providing for inflation concerns, eliminating the past year’s one-time impacts and adding in acquisitions.
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.
For fiscal year 2022, the maximum performance under all of working capital days (as defined below). these financial metrics was capped at 250% of target achievement, even if actual performance exceeded the maximum performance goal.
Performance Metric Definitions
"Adjusted
EBITDA was used in fiscal 2017 for AIP purposes andEBITDA" was defined for fiscal
2017year 2022 AIP as net income (loss) before: depreciation and amortization,
gain on extinguishment of debt, interest expense,
(net), income tax expense (benefit),taxes, restructuring and impairments,
net periodic pension benefit cost, stock-based compensation, impact from anti-microbial coated sprinkler pipe, or “ABF,” product liability,M&A consulting fees
legal settlements,and transaction costs,
gain on sale of joint venture and other items,
such as inventory reserves and
adjustments. The Committee approved modest changes to the
impact from our Fencedefinition of Adjusted EBITDA to simplify the calculation and
Sprinkler exit.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 EBITDA is a
non-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 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.
“
ATKORE 2022 PROXY STATEMENT 31
"Working capital
days”days" improvement is a measure intended to reflect the improvement, from one fiscal year to the next, of our
short termshort-term financial health and efficiency. Working capital days, both on a corporate and business unit level, is defined as the sum of “Days Sales
Outstanding”Outstanding" (i.e., accounts receivable) and
“Days"Days Inventory on
Hand”Hand" (i.e., the number of days it takes to sell our average balance of inventory) minus
“Days"Days Sales Outstanding in Account
Payables”Payables" (i.e., accounts payable).
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
12-15
month forecasts which take into consideration market growth rates based on Dodge estimates and the vertical markets (education, manufacturing, warehouse, etc.) that we participate in, as well as the productivity initiatives that are planned for the upcoming year; (ii) performing a top down approach undertaken by our Corporate Financial Planning and Analysis group to determine the next year’s budget by analyzing base growth assumptions in the business, strategic initiatives planned, providing for inflation concerns, eliminating the past year’s one time impacts and adding in acquisitions.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.
Fiscal Year 2022 AIP Bonus Summary
The calculations of the
executive leadership team receiving greater than 16% above or below the target of 100%.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
Officer | | 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 | |
(1) | The percentages equate to the actual achievement of the relevant financial metric shown in the table of financial metrics in the “—Annual Incentive Plan Compensation” section above. The financial metrics were interpolated from the percentages that correspond to threshold, target or maximum achievement levels. For example, for all of our NEOs, the 75.84% listed for Adjusted EBITDA is based on the actual achievement of this metric of $225.8 million, which has been interpolated from the 100% payout percentage that would have resulted from achievement of $250 million. The business units by which our NEOs’ performance was evaluated were: Mr. Schulte, Mechanical Products and Solutions, Mr. Waltz, Conduit & Fittings and Mr. Lariviere, Cable Solutions. |
(2) | The target bonus opportunity for Messrs. Schulte, Waltz and Lariviere were determined based on their base salary as of August 1, 2017. Messrs. Schulte and Waltz both had base salaries equal to $424,000 and Mr. Lariviere had a base salary of $380,000. |
(3) | All percentages shown in the table above are rounded to two decimal places and actual bonus amounts shown above were calculated using four decimal places. Any differences in bonus amounts shown versus amounts calculated using table percentages are due to rounding. |
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 | |
During fiscal
2017,year 2022, we compensated our named executive officers with equity compensation consisting of stock options, RSUs and PSUs:
Options
▪Our CEO, Mr. Waltz's long-term incentive equity grants mix was changed such that for fiscal years beginning in 2022 he would receive annual grants in the same mix as other senior executives. As such, Mr. Waltz's long-term incentive was allocated based on dollar value of the grant in the following percentages: 25% to stock options, 25% to RSUs and 50% to PSUs. The dollar value of Mr. Waltz equity grant for fiscal year 2022 was $3,800,000. Prior to fiscal year 2022, upon his promotion to CEO in fiscal year 2019, Mr. Waltz was granted a one-time stock option grant valued at $3,000,000. This stock option grant was sized to represent the stock option portion of his annual equity grants for fiscal years 2019, 2020 and 2021.
▪Stock options are granted with an exercise price equal to the fair market value (closing price) of our shares on the date of grant, vest ratably over three years and have a term of ten years. We compensate our named executive officers with stock options because we view stock options as inherently performance-based even when vesting based solely on continued service.because they only deliver value if our stock price increases from the time of grant.
▪An RSU represents a right to receive a share of Company common stock in the future, if and when the RSU vests. All RSUs granted as part of our annual grant processes vest ratably over three years unless earlier forfeited.years. We compensate our named executive officers with service-vesting RSUs to provide additional incentives based on the performance of our stock price and to encourageretain our named executive officers to remain employed during the vesting period.
ATKORE 2022 PROXY STATEMENT 32
▪A PSU represents a right to receive a share of Company common stock in the future, if and when the PSU vests. Each award of PSUs is denominated in a target number of our shares, andwith the number of shares that may be earned ranging from 0% to 175% of the target number based on actual performance against the performance metrics. PSUs vest based on achievement of the following performance criteria, measured during a period of the three fiscal years commencing on October 1, 2020: (i) 50% of each PSU award vests based on the total stockholder return of our common stock relative to a group of comparable companies ("performance peer group" as described below) (rTSR) as specified in the PSU award agreement, and (ii) 50% of each PSU award vests based on achievement of cumulative adjusted net income ("NI") relative to internally-established goals.
| shares that may be earned ranges from 0% to 200% of the target number based on actual performance against the performance metrics. PSUs vest based on achievement of the following performance criteria, measured during a period of the three fiscal years commencing on October 1, 2016: (i) 30% of each PSU award vests based on total stockholder return with respect to Company stock relative to the total stockholder return with respect to common stock of a group of comparable companies including our peer companies specified in the applicable PSU award agreement, and (ii) 70% of each PSU award vests based on achievement of cumulative adjusted net income during the3-yr performance period. We grant PSUs to our named executive officers in order to provide incentives to achieve corporate goals that are important to us and our stockholders and to provide appropriate rewards to our executives for achieving those goals.
|
•"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.
•We grant PSUs to our named executive officers in order to provide incentives to achieve corporate goals that are important to us and our stockholders and to provide appropriate rewards to our executives for achieving those goals. Payout levels for each PSU metric is shown in the chart below:
| | | | | | | | | | | | | | | | | | | | |
| 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% |
(1)Vesting for rTSR component limited to 100% of target if Atkore absolute TSR for the Performance Period is negative
The rTSR performance peer group is determined annually and for fiscal year 2022 was comprised of 92 companies. This group is determined based on the following objective criteria:
▪Companies that are constituents of the Russell 3000 Index
▪Companies that are traded on U.S. stock exchanges
▪Companies in the Capital Goods Industry Group (GICS 2010), the Steel Industry (GICS 15104050), the Commodity Chemicals Industry (GICS 15101010) and are a part of our executive compensation peer companies
▪Companies with revenue ranging from $1.0 billion to $6.0 billion
▪Companies with market capitalization ranging from $1.0 billion to $13.0 billion
For the effect of a termination of employment or a change in control of us on these equity awards,
please see
“Executive Compensation—Potential“Potential Payments upon Termination or Change in
Control.”Control” beginning on page 43.
ATKORE 2022 PROXY STATEMENT 33
In fiscal
2017,year 2022, our named executive officers received the following grants of equity compensation as part of our normal equity awards
procedures: | | | | | | | | | | | | | | | | |
Name | | Equity Awards | | | | |
| | Stock Option ($) | | | 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 | |
Payout Under the 2020-2022 PSU Performance Cycle
For grants issued in fiscal year 2020, 50% of each NEO's annual target long-term incentive was converted to a target number of PSUs by dividing the intended value by a weighted average stock price calculated as 50% of the Atkore closing stock price as of the date of grant plus 50% of the fair value (under FASB ACS Topic 718) calculation of Atkore stock over the three-year performance period. The fair value calculation was determined by AON Consulting using the closing price of Atkore stock on the date of grant.
For the 2020-2022 performance cycle, our overall performance resulted in a payout of 175.0% of the target award, as illustrated in the table below. Our net income was achieved at 342.5% of target, resulting in a net income payout of 200.0% of target. Our rTSR performance over the 3-year performance cycle beginning in 2020 and ending in 2022 was 161.4% . This level of achievement placed Atkore at the 96th percentile of the performance peer group, resulting in a rTSR payout of 150.0% of target.
| | | | | | | | | | | | | | | | | |
| 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% |
The maximum achievement and payout of Adjusted Net Income versus targeted levels is directly attributed to the increase in net sales which were mostly driven by the plastic pipe and conduit category within the Electrical business unit. The rTSR component of the performance plan payout is solely driven by company performance versus a 92 member peer set of companies that are of similar size based on revenue and market capitalization and are within the same general industries as Atkore.
Named Executive Officer PSU Distribution
Based on the final payout of 175.0%, the NEOs received the following number of shares of Atkore common stock:
| | | | | | | | |
| 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 | |
Additional information regarding the payouts under the 2020-2022 PSU performance cycle is provided in the Options Exercised and Stock Vested table on page 42.
ATKORE 2022 PROXY STATEMENT 34
The
Compensation Committee generally intends to make equity grants at approximately the same time each year (during the first fiscal quarter) following our release of financial information; however, the
Compensation Committee may choose to make equity awards outside
anof the annual broad-based grant
(i.e.(e.g., for new hires, employee promotions, company acquisitions or employee retention purposes). It is the
Compensation Committee’s practice not to grant equity awards when the Company or its subsidiaries possess material
non-public information, unless the
Compensation Committee has considered the potential impact that public disclosure will have on the stock price, and the
Compensation Committee has made an affirmative decision to go forward with the grant.
StockThe stock options may be granted only with an exercise price at or above the fair market value of our
stock.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
date.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.
Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract, retain and motivate high-caliber executives. Our primary benefits for our named executive officers include participation in our broad-based plans:
tax-qualified defined contribution 401(k) retirement savings plan, health and dental plans and various insurance plans, including disability and life insurance. Specific to our 401(k) retirement savings plan, we match the contributions of each of our employees, including our named executive officers, at a rate of 50% of the first 6% of the employee’s contributions. Employees and named executive officers are immediately vested in both their individual contributions and company matching contributions. Our executive officers do not currently participate in or have a vested right to any defined benefit pension plans, supplemental executive retirement plans, or “SERP,” or other deferred compensation plans.
The perquisites that we provide to our named executive officers are not
material and are not considered by our
Human Resources & Compensation Committee in determining compensation levels of our named executive officers. These include
housing allowances, cell phone stipends, group term life insurance
covered,coverage, relocation expenses,
commuter expenses, employee referral bonusesexecutive physicals and
spot awards (although no named executive officer received an employee referral bonus or a spot award in fiscal 2017).financial planning and tax preparation services. For a description of the perquisites paid to our named executive officers,
please see the Summary Compensation Table
below.on page 37.
Employment and Severance Agreements
Except for our CEO, none
None of the named executive officers is currently a party to an employment agreement, offer letter or severance
agreement. The CEO’s employment agreement
survives only tothat governs the
extent it is not superseded by the retention and severance provisionsterms of
the severance policy adopted in July 2017. Although certain other of our named executive officers were previously subject to severance agreements, alltheir post-termination compensation. All of the named executive officers
have elected to terminate these arrangements and are
now covered under the severance policy adopted in July 2017.
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.
Compensation Risk Assessment
The 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 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 year 2022, the 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 with the conclusions of our Committee, that (1) our compensation programs are well designed to encourage behaviors aligned with the long-term interests of our stockholders, (2) there is an appropriate balance in fixed versus variable pay, cash versus equity, financial and non-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, a robust clawback policy, insider trading prohibition and independent oversight).
ATKORE 2022 PROXY STATEMENT 35
Stock Ownership Guidelines
The board has adopted stock ownership guidelines for executive officers of the Company. The board believes that setting these ownership guidelines will enhance an executive officer's alignment with other stockholders. The Committee expects that these ownership guidelines will be met over time and intends to review executive officer stock ownership levels on an annual basis but has currently not adopted any specific time frame for meeting them.
The ownership guidelines for executive officers are based on a multiple of annual base salary, with the CEO expected to own stocks 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 and do not include unearned PSUs, unvested RSUs or unexercised stock options.
Until an executive officer meets the stock ownership requirements set forth above, he or she must retain a specified percentage of after-tax “net profit shares” realized from (i) the exercise of stock options, (ii) the settlement of PSUs and (iii) the vesting of RSUs. Net profit shares are calculated after payment of the stock option exercise price and using the maximum marginal federal, state and local employment and income tax rates. The percentages of the net profit shares required to be retained are as follows:
| | | | | |
| Participant | Retention Percentage |
| Chief Executive Officer | 75% |
| All Other Executive Officers | 50% |
Clawback Policy
In 2017, the board adopted a clawback policy applicable to current and former executive officers of the Company. Although the clawback rules enacted under Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) are not yet effective, the board concluded that having a robust recoupment policy is advisable and in the best interests of the Company and our stockholders, furthers our culture of integrity and accountability and reinforces our pay-for-performance compensation philosophy. The policy was effective as of May 2, 2017 and updated as of July 28, 2020, and applies to covered incentive compensation approved, awarded or granted after the initial policy date.
Under the updated clawback policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the securities laws or a covered employee commits illegal acts, theft, fraud, or intentional misconduct, the board may require reimbursement or forfeiture (on an after-tax basis) of any incentive compensation received during the three completed fiscal years immediately preceding the date on which Atkore is required to prepare an accounting restatement.
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, RSUs and PSUs. Financial measures covered by the clawback policy include our stock price, total stockholder 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 is within the discretion of the board. If the board determines to apply the policy, it may do so by requiring the covered executive to reimburse the Company, pursuing gain realized from the vesting, exercise or settlement of equity awards, offsetting other compensation owed to the covered executive, canceling outstanding awards, or taking other actions permitted by applicable law.
Tax Deductibility of Compensation and
otherOther Company Policies
Section 162(m)
In light of the Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer and three other most highly compensated executive officers (other than the principal financial officer) employed asrepeal of the end of the year. This limitation does not apply toperformance-based compensation that is paid only if the executive’s performance meetspre-established objective goals based on performance criteria approved by our stockholders. Both our Annual Incentive Plan and our Omnibus Incentive Plan have been approved by our stockholders in order to qualify for this exception, in those situations in which we determine it to be advisable to utilize this exception. However, because we believe that the primary drivers for determining the amount and form of executive compensation must be the retention and motivation of superior executive talent, we have awarded, and we will also consider awarding, compensation that may not be fully deductible if we determine that the nondeductible compensation is nonetheless in the Company’s best interests and the best interests of its stockholders (for example, service-vesting RSUs).
Executive Compensation
The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal 2017 ended on September 30, 2017.
Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Year | | | Salary
($) | | | 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 | |
(1) | Salary data for fiscal 2016 is reflective of 27 pay periods for all of our NEOs except Mr. Lariviere, as his salary is based on the customary 26 pay periods in a normal fiscal year. |
(2) | The amounts reported in the Stock Awards column reflect the grant date fair value associated with awards of RSUs and PSUs to each of the NEOs. The value of the PSUs awarded is subject to the achievement of certain performance criteria over a three-year performance period. For further information, see “Compensation Discussion and Analysis—Long-Term Incentives” beginning on page 30. |
(3) | The amounts reported in the Option Awards column represent the grant date fair value associated with option grants to each of the NEOs. For further information on the stock option grants awarded, see “Grants of Plan-Based Awards” beginning on page 35. |
(4) | Amounts reflect annual cash incentive compensation earned under the AIP for the relevant fiscal year. For further information, see “—Compensation Discussion and Analysis” under the heading “—Annual Incentive Plan Compensation in Fiscal 2017” beginning on page 28. |
(5) | Amounts represent certain perquisites, retirement and health plan contributions and commuter travel expenses as shown in the following table. |
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 | |
(1) | Amounts listed include payments and benefits relating to cell phone stipends and group term life insurance coverage. |
(2) | Amounts reflect matching contributions made on behalf of each named executive officer to ourtax-qualified 401(k) retirement savings plan. |
(3) | Amounts reflect employer provided contributions made on behalf of each named executive officer to theirtax-qualified health savings account plan. |
(4) | Amounts reflect employer paid commuter travel expenses. Amounts shown for Messrs. Waltz and Schulte include commuter travel expenses for fiscal years 2015 and 2016 that were not previously reported. Mr. Waltz’s fiscal year 2015 expenses total $15,866 and his fiscal year 2016 expenses total $20,267. Mr. Schulte’s fiscal year 2015 expenses total $21,756 and his fiscal 2016 expenses total $38,430. |
Grants of Plan-Based Awards in Fiscal 2017
The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal 2017:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other
Stock
Awards:
Number
of Shares
of
Stock or
Units
(#)(3) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Option
(#)(4) | | | Exercise
or Base
Price of
Option
Awards
($/
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 | |
(1) | Amounts in these columns represent potential annual performance bonuses that the NEOs could have earned under the AIP for fiscal 2017. The actual amounts of the awards made to the NEOs are included in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
(2) | Subject to the achievement of certain performance criteria, represents the potential number of shares that may be issued to the NEO pursuant to the grant of PSU awards made in fiscal 2017 under the Omnibus Incentive Plan of 2016 (see “Compensation Discussion and Analysis—Long-Term Incentives” beginning on page 30. |
(3) | Represents the number of shares subject to RSU awards made in fiscal 2017 under the Omnibus Incentive Plan of 2016. The RSU awards vestone-third on the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date. RSU grants made to Messrs. Waltz, Schulte and Lariviere equaling 68,846 vest three years from the date of grant. |
(4) | Represents the number of shares subject to stock option grants made in fiscal 2017 under the Omnibus Incentive Plan of 2016. All options granted in fiscal 2017 to NEOs have a term of ten years from the grant date and vestone-third on the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date. |
(5) | Represents the exercise price for the option awards, which were determined based on the closing market price of a share of our common stock on the date of grant. |
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 | | | | — | | | | — | |
(1) | Stock option awards granted prior to November 30, 2016 vest over a period of five years withone-fifth becoming exercisable on each anniversary of the grant date. Stock option awards granted after November 29, 2016 vest over a period of three years withone-third becoming exercisable on each anniversary of the grant date. |
(2) | In general, annual RSU grants vest over a period of three years withone-third becoming exercisable on each anniversary of the grant date. RSUs granted to Messrs. Waltz, Schulte and Lariviere on September 6, 2017 vest on the third anniversary of the grant date. PSUs vest at the end of a three-year performance period. |
(3) | RSU market value is determined by multiplying the total number of shares awarded that have not vested times $19.51, the closing price of a share of our common stock on the NYSE on September 29, 2017. |
(4) | PSU market value is determined by multiplying the total number of shares awarded that have not vested times $19.51, the closing price of a share of our common stock on the NYSE on September 29, 2017. |
Option Exercises and Stock Vested in Fiscal 2017
The following table shows, for each of the named executive officers, stock options exercised and stock awards vesting that were outstanding as of September 30, 2017.
| | | | | | | | | | | | | | | | |
Name | | Options Awards(1) | | | Stock Awards(2) | |
| | Number of
Shares
Acquired on
Exercise
(#) | | | Option
Exercise
Price
($) | | | 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 | | | | — | | | $ | — | |
(1) | Stock options exercised by Messrs. Mallak and Larivere were paid out in both cash and shares of Atkore common stock; Mr. Mallak retained 25,000 shares and Mr. Lariviere retained 17,640 shares. |
(2) | No stock awards vested during Fiscal year 2017. |
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:
a severance payment equal to the sum of (x) the Participant’s then-current base salary times a “severance multiple” (described below) plus (y) the average of Participant’s three most recent annual bonuses times the severance multiple;
apro-rated annual bonus payment for the fiscal year in which the termination occurs, based on actual performance of Company metrics and target performance of individual metrics, and payable in a lump sum on the date of payment of annual bonuses generally; and
to the extent the Participant elects COBRA continuation coverage, the provision of such coverage at active-employee rates for a period equal to the lesser of 18 months or the number of months (of severance) to which Participant would be entitled after applying the severance multiple
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.
stockholders.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 | | | | — | |
(1) | Under the terms of our severance policy, if the employment of a named executive officer is terminated without “cause” or for “good reason,” he is eligible to receive (1) a multiple of his base salary and prior years’ bonuses, (2) a pro rata bonus for the year of termination, and (3) continued health and welfare insurance benefits at active employee rates for 18 months post-termination. The applicable multiples are described above, see “Executive Compensation—Employment Agreements and Offer Letters.” In the “Severance” row of the table, the figure in the “Change in Control” column includes only the incremental value that would be paid to the named executive officer in the event of a qualifying termination following a change in control arising from the application of the higher multiple (i.e., the named executive officer would also receive the amount in the “Without Cause or With Good Reason” column). |
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).
ATKORE 2022 PROXY STATEMENT 36
(2) | The effect of a termination of employment prior to a change in control on outstanding equity awards is as follows: | | | | | | | |
| • | | Options.Options vest in full on termination due to the holder’s death or permanent disability. In addition, options granted after our IPO continue to vest due to the holder’s retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, unvested options are forfeited. |
| • | | RSUs.RSUs vest in full on termination due to the holders’ death or permanent disability and continue to vest due to retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, RSUs are forfeited, except that the special retention RSUs granted to Messrs. Waltz, Schulte and Lariviere vest on a pro rata basis upon the holder’s termination without cause. |
| • | | PSUs.Upon the holders’ death, permanent disability or retirement, a number of PSUs will vest based on actual performance during the entire performance period (as if the holder were employed for the full performance period),pro-rated for the period of actual employment during the performance period. (For retirement vesting to occur, the holder must be employed for at least six months of the performance period and must remain in compliance with applicable restrictive covenants.) On any other termination of employment, PSUs are forfeited. For purposes of the “Death or Disability” column, we have assumed pro rata vesting based on the target number of PSUs rather than actual performance. |
The effect of a change in control on outstanding equity awards is as follows:
| • | | Options and RSUs.In the event of a change in control, outstanding RSUs and options will be converted into economically equivalent awards with (1) an equivalent or better vesting schedule and (2) accelerated vesting on a termination without cause of a constructive termination with “good reason” within two years following the change in control. If not so converted, the outstanding RSUs and options will be fully vested and cancelled for a cash payment equal to the price paid per share in the change in control (less, in the case of options, the strike prices of the options). |
| • | | PSUs.In the event of a change in control, our Omnibus Incentive Plan provides that the PSUs will be converted into time-vesting RSUs that vest based on continued service over the remainder of the performance period. The number of RSUs resulting from this conversion is based on either the target number of PSUs or actual performance measured against the performance goals, and in either case prorated based on service for the elapsed portion of the performance period through date of the change in control. These RSUs may then be converted into alternative awards with the features described in the immediately preceding paragraph (i.e., accelerated vesting on a termination without cause of a constructive termination with “good reason” within two years following the change in control), and if not so converted will be fully vested and cancelled for a cash payment equal to the price paid per share in the change in control. |
(3) | For purposes of the “Accelerated Vesting of Equity Awards” row and the “Change in Control” column, we have assumed that (1) a change in control occurred on September 29, 2017, which is the last day of the fiscal year for which public stock prices are available, (2) PSUs were converted into RSUs based on the target number, rather than based on actual performance, and (3) the RSUs resulting from such conversion, as well as all other RSUs and all options, were fully vested and cancelled for cash at the closing stock price on that date ($19.51) (minus, in the case of options, the applicable exercise price). |
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 | |
(1) | The figures in this column reflect 5,158,388 stock options, 466,448 RSUs and 184,018 PSUs granted to officers and directors pursuant to the Stock Incentive Plan and Omnibus Incentive Plan. |
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 | |
(1) | Fees earned for Messrs. Kershaw and James represent one quarter of the total annual fees to be paid as both were appointed to Atkore’s Board of Directors during the company’s fourth quarter of the 2017 fiscal year. |
(2) | Ms. Isbell and Messrs. Zeffiro, VanArsdale and Muse were each granted 3,353 RSUs at a per share value of $25.35. Messrs. Kershaw and James were each granted 4,126 RSUs at a per share value of $20.60. The RSUs will vest one day prior to the Company’s next Annual Meeting of Stockholders in 2018. |
Human Resources & Compensation Committee Report
The Company’s
Human Resources & Compensation Committee has reviewed the Compensation Discussion and Analysis, discussed it with management and, based on such review and discussions, has recommended to the
Boardboard that the Compensation Discussion and Analysis should be included in this Proxy Statement.
William R. VanArsdale(Chair)
Jeri L. Isbell (Chairperson)Philip W. Knisely
William R. VanArsdale
Justin A. Kershaw
A. Mark Zeffiro
This Human Resources & Compensation Committee Report is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
ATKORE 2022 PROXY STATEMENT 37
Executive Compensation Tables
The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal year 2022 ended on September 30, 2022.
Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Year | | Salary
($) | | 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 | |
(1)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value associated with awards of RSUs and PSUs to each of the NEOs, determined in accordance with FASB ASC Topic 718. The value of the PSUs awarded is subject to the achievement of certain performance criteria over a three-year performance period. Assuming the highest level of performance is achieved for the 2022 PSU awards, the maximum value of these awards at the grant date would be as follows; Mr. Waltz - $4,308,838; Mr. Johnson - $1,247,347; Mr. Kelly - $680,443; Mr. Lamps - $793,756 and Mr. Pregenzer - $850,526. For more details see "Compensation Discussion and Analysis, Long-Term Incentives" on page 32. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for additional detail regarding assumptions underlying the valuation of our equity awards.
(2)The amounts reported in the Option Awards column represent the aggregate grant date fair value associated with option grants to each of the NEOs, determined in accordance with FASB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for additional detail regarding assumptions underlying the valuation of our equity awards. For further information on the stock option grants awarded, see "Grants of Plan-Based Awards" on page 40.
(3)Amounts reflect annual cash incentive compensation earned under the AIP for the relevant fiscal year. For more information, see “Compensation Discussion and Analysis, Annual Incentive Plan Compensation” on page 30.
(4)Amounts represent certain perquisites, executive physical, financial planning, retirement and health plan contributions and commuter travel and relocation expenses as shown in the following table .
ATKORE 2022 PROXY STATEMENT 38
All Other Compensation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Year | | Perquisites
($)(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 | |
(1)Amounts listed include payments and benefits relating to cell phone stipends and group term life insurance coverage.
(2)Amount reflect the cost of Executive Physical through Northwestern Executive Health.
(3)Amounts reflect the cost of Executive Financial and Estate Planning; this perquisite is limited to $10,000 per year.
(4)Amounts reflect matching contributions made on behalf of each named executive officer to our tax-qualified 401(k) retirement savings plan. Amounts shown reflect matching contributions across portions of two calendar years.
(5)Amounts reflect employer provided contributions made on behalf of each named executive officer to their tax-qualified health savings account plan.
(6)Mr. Johnson's payment for fiscal year 2020 represent expenses associated with his relocation to Illinois.
ATKORE 2022 PROXY STATEMENT 39
Grants of Plan-Based Awards in Fiscal Year 2022
The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal year 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1) | |
Estimated Possible Payouts Under
Equity Incentive Plan Awards(2) | | | | | | | | |
All Other
Stock
Awards:
Number
of Shares
of
Stock or
Units
(#)(3) | | All Other
Option
Awards:
Number of
Securities
Underlying
Option
(#)(4) | | Exercise
or Base
Price of
Option
Awards
($/
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 | |
(1)Amounts in these columns represent potential annual performance bonuses that the NEOs could have earned under the AIP for fiscal year 2022. The actual amounts of the awards paid to the NEOs in respect of fiscal year 2022 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
(2)Subject to the achievement of certain performance criteria, represents the potential number of shares that may be issued to the NEO pursuant to the grant of PSU awards made in fiscal year 2022 under the Omnibus Incentive Plan of 2020 (see “Compensation Discussion and Analysis, Long-Term Incentives” beginning on page 32).
(3)Represents the number of shares subject to RSU awards made in fiscal year 2022 under the Omnibus Incentive Plan of 2020. The RSU awards vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date.
(4)Represents the number of shares subject to stock option grants made in fiscal year 2022 under the Omnibus Incentive Plan of 2020. All options granted in fiscal year 2022 to NEOs have a term of ten years from the grant date and vest one-third on each of the first, second and third anniversaries of the grant date, contingent on the NEO continuing their employment with the Company through each date.
(5)Represents the exercise price for the option awards, which was determined based on the closing market price of a share of our common stock on the date of grant.
(6)The aggregate grant date fair value of PSU, RSU and stock option awards was determined in accordance with FASB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for additional detail regarding assumptions underlying the valuation of our equity awards.
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table shows, for each of the named executive officers, all equity awards that were outstanding as of September 30, 2022.
ATKORE 2022 PROXY STATEMENT 40
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 |
ATKORE 2022 PROXY STATEMENT 41
(1)Stock option awards granted prior to November 30, 2016 vest over a period of five years with one-fifth becoming exercisable on each anniversary of the grant date. Stock option awards granted after November 29, 2016 vest over a period of three years with one-third becoming exercisable on each anniversary of the grant date. Stock options granted to Mr. Waltz on October 1, 2018 vest over a period of five years, with one-fifth becoming exercisable on each anniversary of the grant date.
(2)In general, annual RSU grants vest over a period of three years with one-third becoming exercisable on each anniversary of the grant date. PSUs vest at the end of a three-year performance period.
(3)RSU market value is determined by multiplying the total number of shares awarded that have not vested times $77.81, the closing price of a share of our common stock on the NYSE on September 30, 2022.
(4)PSU market value is determined by multiplying the total number of unvested outstanding shares based on maximum performance levels as of September 30, 2022 times $77.81, the closing price of a share of our common stock on the NYSE on September 30, 2022.
Option Exercises and Stock Vested in Fiscal Year 2022
The following table shows, for each of the named executive officers, stock options exercised and stock awards vesting that were outstanding as of September 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| Options Awards(1) | | Stock Awards(2) |
| Name | Number of
Shares Acquired on
Exercise
(#) | | Option
Exercise
Price
($) | | 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 | |
(1)There were no stock options exercised by our NEOs in fiscal year 2022.
(2)Stock awards are in the form of RSUs and PSUs vested during fiscal year 2022. RSU value realized upon vesting is prior to any tax withholding requirements. PSU value realized is an estimated value based on the estimated performance as of September 30, 2022 and the closing price of Atkore common stock on September 30, 2022. PSU performance is not finalized until board of director approval at our November board meeting.
Employment Agreements and Offer Letters
None of our named executive officers is currently a party to an employment agreement, an offer letter or a severance agreement that governs the terms of their post-termination compensation. All of our named executive officers are covered under the severance policy.
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:
▪a severance payment equal to the sum of (x) the Participant’s then-current base salary times a “severance multiple” (described below) plus (y) the average of the Participant’s three most recent annual bonuses times the severance multiple;
▪a pro-rated annual bonus payment for the fiscal year in which the termination occurs, based on actual performance of Company metrics and target performance of individual metrics, and payable in a lump sum on the date of payment of annual bonuses generally; and
ATKORE 2022 PROXY STATEMENT 42
▪to the extent the Participant elects COBRA continuation coverage, the provision of such coverage at active-employee rates for a period equal to the lesser of 18 months or the number of months (of severance) to which the Participant would be entitled after applying the severance multiple.
The severance multiples under the severance policy depend on whether the qualifying termination occurs before or after a change in control as follows:
| | | | | | | | |
| 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 taxes under Section 4999 of the Internal Revenue Code, the payments would be reduced if the reduction is better for the participant on an after-tax basis, and none of our employees is entitled to be made whole for these taxes under any circumstances.
The severance policy includes customary restrictive covenants that apply for a period based on 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. See "Potential Payments upon Termination or Change in Control" below for more information on severance payments and termination benefits due to NEOs upon a termination of employment.
Pension Benefits and Non-Qualified Deferred Compensation
Our named executive officers do not currently participate in any tax-qualified or non-qualified defined benefit pension plans, and we do not currently sponsor any non-tax qualified deferred compensation plans. Our named executive officers do participate in our tax-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% of the first 6% contributed by each employee. Employees 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.”
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, 2022, (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 30, 2022, which is the last day of fiscal year 2022 for which public stock prices are available ($77.81). The specific benefits that would have been payable are further described in the footnotes following the table. For purposes of this table, “retirement” is deemed to occur on a voluntary termination under the "Rule of 65," after an individual’s age and years of service equal or exceed 65 (and subject to a six month advance notice requirement). Currently, Messrs. Waltz and Kelly are the only named executive officers who are eligible for retirement.
ATKORE 2022 PROXY STATEMENT 43
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name / Form of Compensation | | Qualifying Termination Change in
Control
($) | | 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 | | | — | |
(1)Under the terms of our severance policy, if the employment of a named executive officer is terminated without “cause” or for “good reason,” he is eligible to receive (1) a multiple of his base salary and prior years’ bonuses, (2) a pro rata bonus for the year of termination, and (3) continued health and welfare insurance benefits at active employee rates for 18 months post-termination. The applicable multiples are described above, see “Employment Agreements and Offer Letters.” In the “Severance” row of the table, the amount in the “Change in Control” column includes only the incremental value that would be paid to the named executive officer in the event of a qualifying termination following a change in control arising from the application of the higher multiple (i.e., the named executive officer would also receive the amount in the “Without Cause or With Good Reason” column). For all of the NEOs (other than Mr. Waltz), the “Benefit & Perquisite Continuation” row also includes the estimated $10,500 cost of outplacement services that would be provided to the NEO.
(2)The effect of a termination of employment prior to a change in control on outstanding equity awards is as follows:
•Options. Options vest in full on termination due to the holder’s death or permanent disability. In addition, options granted after our IPO continue to vest due to the holder’s retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, unvested options are forfeited.
•RSUs. RSUs vest in full on termination due to the holders’ death or permanent disability and continue to vest due to retirement (subject to compliance with applicable restrictive covenants). On any other termination of employment, RSUs are forfeited.
•PSUs. Upon the holders’ death, permanent disability or retirement, a number of PSUs will vest based on actual performance during the entire performance period (as if the holder were employed for the full performance period), pro-rated for the period of actual employment during the performance period. (For retirement vesting to occur, the holder must be employed for at least six months of the performance period and must remain in compliance with applicable restrictive covenants.) On any other termination of employment, PSUs are forfeited. For purposes of the “Death or Disability” and "Retirement" columns, we have assumed pro rata vesting based on the target number of PSUs rather than actual performance.
The effect of a change in control on outstanding equity awards is as follows:
•Options and RSUs. In the event of a change in control, outstanding RSUs and options will be converted into economically equivalent awards with (1) an equivalent or better vesting schedule and (2) accelerated vesting on a termination without cause or a constructive termination with “good reason” within two years following the change in control. If not so converted, the outstanding RSUs and options will be fully vested and canceled for a cash payment equal to the price paid per share in the change in control (less, in the case of options, the strike prices of the options).
•PSUs. In the event of a change in control, our Omnibus Incentive Plan provides that the PSUs will be converted into time-vesting RSUs that vest based on continued service over the remainder of the performance period. The number of RSUs resulting from this conversion is based on either the target number of PSUs or actual performance measured against the performance goals, and in either case prorated based on service for the elapsed portion of the performance period
ATKORE 2022 PROXY STATEMENT 44
through date of the change in control. These RSUs may then be converted into alternative awards with the features described in the immediately preceding paragraph (i.e., accelerated vesting on a termination without cause or a constructive termination with “good reason” within two years following the change in control), and if not so converted will be fully vested and canceled for a cash payment equal to the price paid per share in the change in control.
(3)For purposes of the “Vesting of Equity Awards” row and the “Change in Control” column, we have assumed that (1) a change in control occurred on September 30, 2022, which is the last day of the fiscal year for which public stock prices are available, (2) PSUs were converted into RSUs based on the target number, rather than based on actual performance, and (3) the RSUs resulting from such conversion, as well as all other RSUs and all options, were fully vested and canceled for cash at the closing stock price on that date $77.81 (minus, in the case of options, the applicable exercise price).
ATKORE 2022 PROXY STATEMENT 45
CEO Pay Ratio
We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO as required by Item 402(u) of Regulation S-K. We identified our median employee using our global population of approximately 4,556 regular and temporary employees, and Mr. Waltz as our CEO, in each case as of June 30, 2022 in accordance with applicable SEC rules. In compliance with the "de minimis" exemption of Item 402(u), we excluded all employees in four countries totaling 187 employees (approximately 4.1% of our total workforce of 4,556. Employees in the following countries were excluded:
| | | | | |
| Country | Headcount |
| Canada | 80 |
| China | 9 |
| New Zealand | 68 |
| Russia | 30 |
As a result, our pay ratio includes 4,369 of our employees in over five countries. IRS Form W-2 or W-2 equivalent earnings is our consistently applied compensation measure used to identify the median employee. This earnings definition provides an accurate depiction of total earnings for the purpose of identifying our median employee. W-2 equivalent earnings for employees outside the United States were converted to United States Dollars by applying the applicable exchange rates in effect on October 1, 2021 which is the beginning of our 2022 fiscal year. No cost of living adjustments were applied in our methodology. Our median employee’s total compensation of $47,348 was calculated in the same manner as we calculated total compensation for each of the named executive officers in the Summary Compensation Table. Mr. Waltz’s total compensation for purposes of this disclosure is $7,410,815.
Accordingly, our CEO to Employee Pay Ratio is 157:1.
DELINQUENT SECTION 16(a) REPORTS
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 review 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, 2022, all Section 16(a) filing requirements applicable to directors, executive officers and greater than ten percent beneficial owners were complied with by such persons.
However, the Company has determined that the following reports during fiscal year 2023, calendar year 2022 were delinquent due to an administrative error:
• One Form 4 report for each of William E. Waltz, Jr., David Paul Johnson, Daniel S. Kelly, Mark F. Lamps, John W. Pregenzer and LeAngela W. Lowe in connection with a grant of RSUs and a grant of stock options on November 11, 2022. These forms were filed three days late on November 18, 2022.
ATKORE 2022 PROXY STATEMENT 46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of
December 8, 2017November 30, 2022 with respect to the ownership of our common stock by:
▪each person known to own beneficially more than five percent of our common stock;
▪each of our directors;
▪each of our named executive officers; and
▪all of our current executive officers and directors as a group.
The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Percentage computations are based on
approximately 63,431,47239,865,270 shares of our common stock outstanding as of
December 8, 2017.November 30, 2022.
Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise set forth in the footnotes to the table, the address for each listed stockholder is c/o Atkore
International Group Inc., 16100 South Lathrop Avenue, Harvey, Illinois 60426.
| | | | | | | | |
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% |
(1) | CD&R Associates VIII, Ltd., or “CD&R Holdings GP,” as the general partner of CD&R Investor, CD&R Associates VIII, L.P., as the sole shareholder of CD&R Holdings GP, and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of the Company’s common stock. Each of CD&R Holdings GP, CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of the Company’s common stock in which the CD&R Investor has beneficial ownership. CD&R Investment Associates VIII, Ltd. is managed by a(1)two-person board of directors. Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of the Company’s common stock in which the CD&R Investor has beneficial ownership. Such persons expressly disclaim such beneficial ownership. Investment and voting decisions with respect to the shares of the Company’s common stock held by the CD&R Investor are made by an investment committee of limited partners of CD&R Associates VIII, L.P., the “Investment Committee.” The CD&R investment professionals who have effective voting control of the Investment Committee are Michael G. Babiarz, Vindi Banga, James G. Berges, John C. Compton, Kevin J. Conway, Russell P. Fradin, Thomas C. Franco, Kenneth A. Giuriceo, Donald J. Gogel, Jillian Griffiths, Marco Herbst, Sarah Kim, John Krenicki, Jr., David A. Novak, Paul S. Pressler, Ravi Sachdev, Christian Rochat, Richard J. Schnall, Stephen W. Shapiro, Nathan K. Sleeper, Derek L. Strum, Sonja Terraneo, David H. Wasserman and Jonathan L. Zrebiec. Messrs. Berges, Sleeper and Zrebiec are directors of Atkore. All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by the CD&R Investor, Mr. Berges, Mr. Sleeper or Mr. Zrebiec. The address for each of the CD&R Investor, CD&R Holdings GP, CD&R Associates VIII, L.P., and CD&R Investment Associates VIII, Ltd. is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman,KY1-1104, Cayman Islands. |
(2) | According to the Schedule 13G filed by Levin Capital Strategies, L.P., as of February 24, 2017, Levin Capital Strategies, L.P. beneficially owned 4,035,007 shares of our common stock. Levin Capital Strategies, L.P. reported shared voting power with respect to 3,326,017 shares and shared dispositive power with respect to 4,035,007 shares. The address for Levin Capital Strategies, L.P. is 595 Madison Avenue, 17thFloor, New York, NY 10022. |
(3) | Messrs. Knisely, Berges, Sleeper and Zrebiec are directors of Atkore. Messrs. Berges, Sleeper and Zrebiec are partners of CD&R and Mr. Knisely is an operating advisor to CD&R funds. They expressly disclaim beneficial ownership of the shares held by the CD&R Investor. The address for Messrs. Knisely, Berges, Sleeper and Zrebiec is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, New York, New York 10152. |
(4) | Includes shares which the current executive officers have the right to acquire prior to February 6, 2018 through the exercise of stock options or vesting of RSUs: Mr. Williamson, 973,710, Mr. Mallak, 216,399, Mr. Waltz, 215,094, Mr. Schulte, 225,506, and Mr. Lariviere, 64,394. All current executive officers as a group have the right to acquire 1,912,181 shares prior to December 8, 2017 through the exercise of stock options or vesting of RSUs. |
(5) | Includes RSUs granted to the directors for board service that were immediately vested upon grant: Ms. Isbell, 10,965 RSUs, Mr. Muse, 10,965 RSUs, Mr. VanArsdale, 10,965 RSUs, Mr. Zeffiro, 14,313 RSUs, Mr. Kershaw, 4,126 RSUs and Mr. James, 4,126 RSUs. |
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:
at least a majority of the total number of directors comprising our board of directors at such time as long as the CD&R InvestorFebruary 9, 2022, Vanguard beneficially owns at least 50% of the outstanding shares of our common stock;
at least 40% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 40% but less than 50% of the outstanding shares of our common stock;
at least 30% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 30% but less than 40% of the outstanding shares of our common stock;
at least 20% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 20% but less than 30% of the outstanding shares of our common stock; and
at least 5% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 5% but less than 20% of the outstanding shares of our common stock.
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.
ATKORE 2022 PROXY STATEMENT 47
(2)According to the CD&R Investor certain other rights, including specified informationSchedule 13G/A filed by BlackRock, Inc. ("BlackRock"), as of February 3, 2022, BlackRock beneficially owned 3,428,584 shares of our common stock. BlackRock reported sole voting power with respect to 3,330,701 shares and access rights.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.
(3)According to the CD&R InvestorSchedule 13G/A filed by FMR LLC ("FMR"), as of February 8, 2022 FMR beneficially owned 2,821,357 shares of our common stock. FMR reported sole voting power with respect to 659,322 shares and sole dispositive power with respect to 2,821,357 shares. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(4)Includes shares which the current executive officers had the right to cause us, at our expense,acquire prior to use our reasonable best effortsNovember 30, 2022 through the exercise of stock options or vesting of RSUs: Mr. Waltz, 338,086; Mr. Johnson, 37,569; Mr. Lamps, 20,593; Mrs. Lowe, 4,428; Mr. Kelly, 74,296 and Mr. Pregenzer, 23,854. All current executive officers as a group had the right to registeracquire 498,826 shares prior to November 30, 2022 through the exercise of stock options or vesting of RSUs and PSUs.
(5)Further to footnote (5) Mr. Waltz's full direct and indirect holding of Atkore stock is shown in the table below:
| | | | | | | | | | | |
| 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 |
•Shares owned includes 121,084 shares held in a separate trust. Beneficially owned shares of 390,819 is the sum of exercisable vested stock options equal to 338,086 plus the vested shares owned equal to 173,817 minus the shares held in the separate trust equal to 121,084. Mr. Waltz disclaims beneficial ownership in the shares held by the CD&R Investor for public resale, subject to specified limitations. If we register any of our common stock, the CD&R Investor and the other partiesfamily trust.
(6) Includes RSUs granted to the
registration rights agreement also havedirectors for board service that will vest at the
right to require us to use reasonable best efforts to include sharesearlier of
our common stock held by them, subject to specified limitations, including as determined by the underwriters. The registration rights agreement provides for us to indemnify the CD&R Investor and its affiliates in connection with the registration of our common stock.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.
REPORT OF THE AUDIT COMMITTEE
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.
Mr. Zeffiro, 1,491 RSUs.ATKORE 2022 PROXY STATEMENT 48
| | | | | | | | |
| PROPOSAL 2: EXECUTIVE COMPENSATION | |
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
As a result of the Dodd-Frank Act, and in accordance with Section 14A of the Exchange Act, the Company’s stockholders are entitled to approve, on an advisory basis, the compensation of our named executive officers. This
non-binding advisory vote, commonly known as a “Say on Pay” vote, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. At the Company’s annual meeting of stockholders on March 7, 2017, holders of a majority in aggregate principal amount of shares entitled to vote considered and approved a proposal that the Company put to vote a Say on Pay proposal each year.
As described in the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”), the
Human Resources & Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executives based on our performance. In particular, the
Human Resources & Compensation Committee strives to (i) attract and retain highly motivated, qualified and experienced executives, (ii) focus the attention of the named executive officers on the strategic, operational and financial performance of the Company, and (iii) encourage the named executive officers to meet long-term performance objectives and increase stockholder value. To do so, the
Human Resources & Compensation Committee uses a combination of short- and long-term incentive compensation to motivate and reward executives who have the ability to significantly influence our long-term financial success and who are responsible for effectively managing our operations in a way that maximizes stockholder value. It is always the intention of the
Human Resources & Compensation Committee that our executive officers be compensated competitively with the market and consistently with our business strategy, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our stockholders and that the total compensation package provided to our named executive officers are reasonable and not excessive.
For these reasons, the board
of directors is asking stockholders to vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
As you consider this Proposal 2, we urge you to read the CD&A section of this proxy statement for additional details on executive compensation, including the more detailed information about our compensation philosophy and objectives and the past compensation of our named executive officers, and to review the tabular disclosures regarding named executive officer compensation together with the accompanying narrative disclosures in the “Executive
Compensation”Compensation Tables” section of this proxy statement.
REQUIRED VOTE
As an advisory vote, Proposal 2 is not binding on our board
of directors or the
Human Resources & Compensation Committee, will not overrule any decisions made by our board
of directors or the
Human Resources & Compensation Committee, or require our board
of directors or the
Human Resources & Compensation Committee to take any specific action. Although the vote is
non-binding, our board
of directors and the
Human Resources & Compensation Committee value the opinions of our stockholders, and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers.
| | | | | |
| ü | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT |
ATKORE 2022 PROXY STATEMENT 49
| | | | | |
| PROPOSAL 3: FREQUENCY OF EXECUTIVE COMPENSATION VOTES |
ADVISORY VOTE ON THE FREQUENCY OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OFFUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THIS
In addition to the advisory “Say on Pay” vote set forth in Proposal 2, under the Dodd-Frank Act and Section 14A of the Exchange Act, stockholders are also entitled, at least once every six years, to indicate on an advisory basis, their preference regarding how frequently we should solicit the “Say on Pay” vote. This non-binding advisory vote is commonly referred to as a “Say on Frequency” vote. By voting on this Proposal 3, stockholders may indicate whether the advisory “Say on Pay” vote should occur every year, every two years or every three years or they may abstain from voting. Although the vote is advisory and is not binding on the board of directors, the board will take into account the outcome of the vote when considering the frequency of future “Say on Pay” proposals.
After careful consideration, the Board of directors believes that an advisory vote on executive compensation that occurs EVERY YEAR is the most appropriate alternative for our Company as an annual vote cycle gives the Human Resources & Compensation Committee frequent information about our stockholders’ sentiments so that it can take any action to implement necessary changes to our executive compensation policies and procedures.
REQUIRED VOTE
This non-binding advisory vote on the frequency of future advisory votes approving executive compensation will be determined by 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. As an advisory vote, this proposal is not binding and this proposal does not provide stockholders with the opportunity to vote for or against any particular resolution. Rather it permits stockholders to choose how often they would like us to include a stockholder advisory vote on the compensation of our executives on the agenda for the annual meeting of stockholders. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide that it is in the best interest of our stockholders and the Company to conduct “Say on Frequency” votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
| | | | | |
| ü | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A FREQUENCY OF "EVERY YEAR" FOR FUTURE "SAY ON PAY" PROPOSALS ON EXECUTIVE COMPENSATION |
ATKORE 2022 PROXY STATEMENT.STATEMENT 50
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| | | | | | | | |
| PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
The Audit Committee of the board of directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018,2023, and recommends that the stockholders vote for ratification of such selection. 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.
As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent audit firm. Deloitte & Touche rotates its lead audit engagement partner every five years, with a new lead engagement partner beginning with the Atkore fiscal year 2019 audit. The Audit Committee believes there are significant benefits to having an independent auditor with history with the Company, including higher quality audit work and accounting due to Deloitte & Touche's institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework. On an annual basis, the Audit Committee reviews and considers Deloitte & Touche's performance of the Company's independent audit in determining whether to reappoint the firm, carefully considering factors such as:
| | | | | |
▪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 |
Based on this evaluation, the Audit Committee has determined that continued retention of Deloitte & Touche as our independent auditor for fiscal year 2023 is in the best interest of the Company and its stockholders.
In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte & Touche LLP for fiscal
2018;year 2023; however, the Audit Committee will consider the outcome of the vote for fiscal
2018 andyear 2023 when making appointments of our independent registered public accounting firm in future years.
Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from those attending the meeting.
| | | | | |
| 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. |
ATKORE 2022 PROXY STATEMENT 51
Pre-Approval Policies and Procedures
In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee charter provides that the Audit Committee of the board has the sole authority and responsibility to pre-approve all audit services, audit-related tax services and other permitted services to be performed for the Company by its independent auditors and the related fees. Pursuant to its charter and in compliance with rules of the SEC and Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has established a pre-approval policy that requires the pre-approval of all services to be performed by the independent auditors. The independent auditors may be considered for other services not specifically approved as audit services or audit-related services and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent auditor.
All of the services performed by Deloitte & Touche LLP during the fiscal years ended September 30, 2022 and September 30, 2021, were approved in advance by the Audit Committee pursuant to the pre-approval policy.
Audit Fees and Related Fees
The following table presents, for fiscal
2017year 2022 and
2016,2021, fees for professional services rendered by Deloitte & Touche LLP for the audit of our annual financial statements, audit-related services, tax services and all other services. In accordance with the SEC’s definitions and rules, “audit fees” are fees we paid Deloitte & Touche LLP for professional services for the audit of our
Consolidated Financial Statementsconsolidated financial statements included in our Annual Report on Form
10-K, review of the financial statements included in our quarterly reports on Form
10-Q and services that are normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; “tax fees” are fees for tax compliance, tax advice and tax planning; and “all other fees” are fees for any products and services provided by Deloitte & Touche LLP not included in the first three categories.
| | | | | | | | |
| | | 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 | $ | — | | | $ | — | |
(1)Audit fees include fees related to the audits of the Company and other services associated with regulatory filings as well as other fees associated with audits of certain subsidiaries of the Company.
(2)Audit related fees primarily include fees for issuance of comfort letter related to Company's issuance of debt.
ATKORE 2022 PROXY STATEMENT 52
(1) | Audit fees include fees related to the audits of the Company and other services associated with regulatory filings as well as other fees associated with audits of certain subsidiaries of the Company. | | | | | | | |
| | |
(2) | Includes services rendered in connection with our IPO, secondary offerings and other related expenses. |
Pre-Approval
Policies and ProceduresIn accordance with the Sarbanes-Oxley Act
REPORT OF THE AUDIT COMMITTEE
The principal purpose of 2002, the Audit Committee charter provides thatis to assist the board in its general oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee ofis responsible for appointing and retaining our independent auditor and approving the board of directors has the sole authorityaudit and responsibility topre-approve all audit services, audit- related tax services and other permittednon-audit services to be performed for the Company by its independent auditors and the related fees. Pursuant to its charter and in compliance with rules of the SEC and Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has established apre-approval policy that requires thepre-approval of all services to be performedprovided by the independent auditors.auditor. The independent auditors may be consideredAudit Committee’s function is more fully described in its charter.
Our management is responsible for other services not specifically approved as audit services or audit-related servicespreparing our financial statements and tax services so long as the servicesensuring they are not prohibited by SEC or PCAOB rulescomplete and would not otherwise impair the independence of the independent auditor.
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.
The Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended September 30, 20172022 with management and with Deloitte & Touche LLP. These audited financial statements are included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 were approved in advance2022.
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 pursuantconcerning 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 that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for filing with the SEC.
pre-approval
policy.OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
The Audit Committee
Betty R. Johnson (Chair)
Wilbert W. James, Jr.
Justin A. Kershaw
Scott H. Muse
A. Mark Zeffiro
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.
ATKORE 2022 PROXY STATEMENT 53
| | | | | | | | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | |
Policies and Procedures for Related Person Transactions
Our board 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, 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 VOTE “FOR” RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.“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, or sister-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.
Transactions with Related Parties
The Company is not aware of any related party transactions during fiscal year 2022.
ATKORE 2022 PROXY STATEMENT 54
| | | | | | | | |
| QUESTIONS AND ANSWERS & OTHER BUSINESS | |
What are the proxy materials?
The board of directors (the "board") of Atkore 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 Annual Meeting to be held on Thursday, January 27, 2023, at 8:00 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. The proxy materials include this proxy statement, our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and the proxy card. 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 13, 2022.
As a stockholder, you are invited to attend the Annual Meeting 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 Inc., c/o Corporate Secretary (Legal Department), 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 copy or an e-mail copy of our proxy materials, at no charge, please make the request by mail to Atkore Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois 60426, by Internet at www.proxyvote.com, by telephone to 1-800-579-1639, requesting Daniel S. Kelly, or by e-mail to sendmaterial@proxyvote.com.
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:
▪Proposal 1: The election of nine nominees named in the proxy statement as directors for a term expiring at the 2024 Annual Meeting.
▪Proposal 2: A non-binding advisory vote approving executive compensation.
▪Proposal 3: A non-binding advisory vote on the frequency of future advisory votes on executive compensation.
▪Proposal 4: The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
▪To transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.
ATKORE 2022 PROXY STATEMENT 55
How does the board of directors recommend I vote on these proposals?
▪Proposal 1: “FOR” each of the nominees named in the proxy statement as directors for a term expiring at the 2024 Annual Meeting.
▪Proposal 2: “FOR” the non-binding advisory vote approving executive compensation.
▪Proposal 3: "FOR EVERY YEAR" for the non-binding advisory vote on frequency of future executive compensation advisory votes.
▪Proposal 4: “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
If any other matters properly come before the Annual Meeting that require a vote of the stockholders, 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, either FOR, AGAINST or ABSTAIN, in accordance with their judgment on those matters. 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.
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 was November 30, 2022. At the close of business on that date, we had 39,865,270 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting held by one stockholder 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.
ATKORE 2022 PROXY STATEMENT 56
What votes are required to approve each of the proposals?
Proposals 1-4 will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. In accordance with our currently applicable By-laws, stockholders do not have the right to cumulate their votes for the election of directors. As advisory votes, the results of Proposals 2 and 3 are non-binding. However, our board and Human Resources & Compensation Committee will consider the outcome of the votes when making future decisions.
Proposal 4, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, 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, 2023. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte & Touche LLP for fiscal year 2023. Additionally, the Audit Committee will consider the outcome of the vote for fiscal year 2023 when making appointments of our independent registered public accounting firm in future years.
How are broker non-votes and abstentions counted?
If you hold your shares in "street name" through a broker, bank or other nominee, you should have received instructions from such broker, bank or nominee on how to instruct the holder of record to vote your shares. If you do not submit voting instructions to the holder of record, your broker may generally vote your shares in its discretion on matters designated as "routine." However, a broker cannot vote shares held in "street name" on matters designated as "non-routine" unless the broker receives voting instructions from the "street name" holder. A broker non-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. Only the ratification of the selection of our independent registered public accounting firm in Proposal 4 is considered a routine matter. Your broker will therefore not have discretion to vote on the “non-routine” matters set forth in Proposals 1-3 absent direction from you. Because broker non-votes are not considered entitled to vote, they will have no effect on the approval of Proposals 1-3. For Proposals 1, an abstention will not be counted as a vote cast either "for" or "against" that director's election. For Proposals 2 through 4, an abstention will have the effect of a vote against the proposal.
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 broker non-votes and those that are marked “ABSTAIN,” will be counted as shares present for purposes of establishing a quorum.
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 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; and (2) beneficial stockholders holding their shares through a broker, bank, trustee or other nominee will need to bring proof of beneficial ownership as of November 30, 2022, the record date, such as their most recent account statement reflecting their stock ownership prior to November 30, 2022, a copy of the voting instruction card provided by their broker, bank, trustee or other nominee or similar evidence of ownership.
ATKORE 2022 PROXY STATEMENT 57
How can I vote my shares without attending the Annual Meeting in person?
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 following Internet website address: www.proxyvote.com. 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 26, 2023.
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.
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.
These recommendations are:
▪Proposal 1: “FOR” each of the nominees named in the proxy statement as directors for a term expiring at the 2024 Annual Meeting,
▪Proposal 2: “FOR” the non-binding advisory vote approving executive compensation,
▪Proposal 3: "FOR EVERY YEAR" for the non-binding advisory vote on frequency of future executive compensation advisory votes.
▪Proposal 4: "FOR" the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
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 the 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. The results will be publicly filed with the SEC on a Form 8-K within four business days after the Annual Meeting.
ATKORE 2022 PROXY STATEMENT 58
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 election of directors only if you comply with the requirements of the proxy rules established by the SEC and our then current by-laws, as applicable. In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held on January 30, 2024, the proposal or nomination must be received by us at our principal executive offices no later than August 15, 2023. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2024 (but not include it in our proxy materials) must provide written notice of such proposal to our Corporate Secretary (Attn: Legal Department) at our principal executive offices between October 2, 2023 and November 1, 2023 and comply with the other provisions of our then current by-laws.
Who pays for the cost of proxy preparation and solicitation?
Our board is responsible for the solicitation of proxies for the Annual Meeting. Broadridge will assist us in the distribution of proxy materials , and will provide voting and tabulation services for the Annual Meeting for a fee of approximately $10,000 plus reimbursement of expenses. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding proxy materials to street name holders. We are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.
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 members of the board at the time of the 2022 Annual Meeting of Stockholders attended last year’s annual meeting.
ATKORE 2022 PROXY STATEMENT 59
OTHER BUSINESS
The board does not know of any matters which will be brought before the Annual Meeting other than those specifically set forth in the notice of meeting. If any other matters are properly introduced at the meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named in the Company’s proxy will have discretion to vote in accordance with their best judgment, unless otherwise restricted by law.
A list of stockholders entitled to be present and vote at the Annual Meeting will be available at the Company’s offices at 16100 South Lathrop Avenue, Harvey, ILIllinois, 60426, for inspection by the stockholders during regular business hours from December 5, 2017,November 30, 2022, to the date of the Annual Meeting.
The list also will be available during the Annual Meeting for inspection by stockholders who are present.
Whether or not you expect to attend the Annual Meeting, we urge you to vote via the Internet, as instructed on the proxy card and Notice of Internet Availability or, if so requested, by executing and returning the requested proxy card in the
postage paidpostage-paid envelope that will be provided, so that your shares may be represented at the Annual Meeting.
By Order of the Board of Directors,
Vice President, General Counsel and
Corporate Secretary
December 15, 201713, 2022
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 | | VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
☒
KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS
ATKORE 2022 PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | |
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| | | | The Board of Directors recommends you vote FOR the following: | | | | | |  |
| | | | 1. | | Election of Directors | | | | | | | |
| | | | | | Nominees
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| | | | | | | | For | | Against | | Abstain | |
| | | | 1A | | James G. Berges | | ☐ | | ☐ | | ☐ | |
| | | | 1B
| | Jeri L. Isbell
| | ☐
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| | | | 1C | | Wilbert W. James, Jr. | | ☐ | | ☐ | | ☐ | | |
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| | | | 1D | | Jonathan L. Zrebiec | | ☐ | | ☐ | | ☐ | | |
| | | | The Board of Directors recommends you vote FOR proposals 2 and 3.
| | For | | Against | | Abstain | | |
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| | | | 2 | | Thenon-binding advisory vote approving executive compensation. | | ☐ | | ☐ | | ☐ | | |
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| | | | 3 | | The ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2018. | | ☐ | | ☐ | | ☐ | | |
| | | | NOTE:Such other business as may properly come before the meeting or any adjournment thereof.
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| | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
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CUSIP#
SEQUENCE#
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| | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | Signature (Joint Owners) | | Date | | | |
STATEMENT
60
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Form
10-K
are available at
www.proxyvote.com
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| | | | ATKORE INTERNATIONAL GROUP INC.
Annual Meeting of Stockholders
January 31, 2018 09:00 AM CST
This proxy is solicited by the Board of Directors
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| | The stockholders(s) hereby appoint(s) Keith L. Whisenand and Courtney H. Young, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of ATKORE INTERNATIONAL GROUP INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholder(s) to be held at 09:00 AM, CST on January 31, 2018 at the Waldorf Astoria Chicago, 11 E. Walton Street, Chicago, Illinois 60611, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side
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