UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒
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2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
(the “Company”), which will be held at 1201 15th Street NW, Washington DC 20005, on Thursday, September 7, 2017, at 10:00 a.m. (EDT). All holders of record of the Company’s outstanding common stock at the close of business on July 24, 2017, will be entitled to vote at the Annual Meeting.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May
For the Board of Directors, |
Charles Fabrikant |
Executive Chairman and Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2017 |
This proxy statement and the 2016 Annual Report are available at www.seacorholdings.com (Investors-Financial Information) and at www.seacorholdingsinvestors.com. |
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS To be Held on Thursday, September 7, 2017, at 10:00 a.m. (EDT) |
2017
April 10, 2014
1. | To elect |
2. | To approve, on a non-binding, advisory basis, named executive officer compensation; |
To approve, on a non-binding, advisory basis, the |
4. | To ratify the appointment of |
Shareholders
For the Board of Directors,
Paul L. Robinson
Corporate Secretary
For the Board of Directors, |
William C. Long |
Executive Vice President Chief Legal Officer and Corporate Secretary |
Page | ||
SEACOR Holdings Inc.
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2017 |
Annual Meeting of StockholdersTo be Held on May 28, 2014
SOLICITATION OF PROXIES, VOTING AND REVOCATION
August 7, 2017.
and Quorum
We do not have cumulative voting rights for the election of directors.
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2017 Proxy Statement | 1 |
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On routine matters, brokers have the discretion to vote shares held in “street name” – a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. Generally, “broker non-votes” occur when shares held by a broker for a beneficial owner are not voted with respect to a non-routine matter because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares because of the non-routine nature of the matter. If your shares are held in “street name” by a broker and you wish to vote on the proposal to elect the directors, or to act upon any other non-routine business that may properly come before the Annual Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on the ratification of the appointment of Ernst & YoungGrant Thornton LLP, as the Company’s independent registered public accounting firm, and other routine matters. Except for the proposal to ratify the appointment of Ernst & Young LLP, allfirm. All other matters at the Annual Meeting are expected to be non-routine.
non-routine and therefore brokers will not be entitled to vote on a beneficial owner’s behalf without voting instructions or discretionary authority on such matters.
September 7, 2017
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2 | 2017 Proxy Statement |
We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $7,500$8,500 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact our proxy solicitation agent as follows:
(866) 796-7182.
The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so they may review and request changes. Directors also have unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics.
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2017 Proxy Statement | 3 |
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4 | 2017 Proxy Statement |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||||
BlackRock, Inc.(1) 40 East 52nd Street New York, NY 10022 | 1,788,952 | 8.69 | % | |||
Dimensional Fund Advisors LP(2) Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 1,424,212 | 6.91 | % | |||
Royce & Associates LLC(3) 745 Fifth Avenue New York, NY 10151 | 1,688,428 | 8.20 | % | |||
T. Rowe Price Associates, Inc.(4) 100 E. Pratt Street Baltimore, MD 21202 | 2,126,570 | 10.32 | % | |||
The Vanguard Group, Inc.(5) 100 Vanguard Blvd. Malvern, PA 19355 | 1,336,204 | 6.49 | % | |||
Wellington Management Company, LLP(6) 280 Congress Street Boston, MA 02110 | 2,153,707 | 10.46 | % |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | |||
BlackRock, Inc.(1) 55 East 52nd Street New York, New York 10055 | 1,902,713 | 10.75 | % | ||
Dimensional Fund Advisors LP(2) Building One 6300 Bee Cave Road Austin, Texas 78746 | 1,467,960 | 8.30 | % | ||
Royce & Associates, LLC(3) 745 Fifth Avenue New York, New York 10151 | 1,478,740 | 8.36 | % | ||
T. Rowe Price Associates, Inc.(4) 100 E. Pratt Street Baltimore, Maryland 21202 | 2,765,877 | 15.63 | % | ||
The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 1,407,207 | 7.95 | % | ||
Wellington Management Group LLP(6) c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | 1,821,028 | 10.29 | % |
(1) | According to a Schedule 13G amendment filed with the SEC on January |
(2) | According to a Schedule 13G amendment filed with the SEC on February |
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2017 Proxy Statement | 5 |
(3) | According to a Schedule 13G amendment filed with the SEC on January |
(4) | According to a Schedule 13G amendment filed with the SEC on February |
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(5) | According to a Schedule 13G amendment filed with the SEC on February |
(6) | According to a Schedule 13G amendment filed with the SEC on February |
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6 | 2017 Proxy Statement |
Name and Address(1) | Amount and Nature of Beneficial Ownership(2) | Percentage of Class | ||
Charles Fabrikant(3) | 1,271,866 | 6.17% | ||
David Berz(4) | 875 | * | ||
Pierre de Demandolx(5) | 18,581 | * | ||
Dick Fagerstal(6) | 55,683 | * | ||
Oivind Lorentzen(7) | 268,106 | 1.30% | ||
Andrew R. Morse(8) | 56,259 | * | ||
R. Christopher Regan(9) | 39,157 | * | ||
Paul Robinson(10) | 28,021 | * | ||
Richard Ryan(11) | 18,894 | * | ||
Steven J. Wisch(12) | 35,803 | * | ||
All current directors and executive officers as a group (11 persons)(13) | 2,089,422 | 10.14% |
July 24, 2017.
Name and Address(1) | Amount and Nature of Beneficial Ownership(2) | Percentage of Class | |||
Charles Fabrikant(3) | 1,435,520 | 7.95 | % | ||
David Berz(4) | 17,037 | * | |||
Matthew Cenac(5) | 38,923 | * | |||
Pierre de Demandolx(6) | 35,681 | * | |||
Eric Fabrikant(7) | 109,985 | * | |||
John Gellert(8) | 163,498 | * | |||
Bill Long(9) | 4,487 | * | |||
Oivind Lorentzen(10) | 275,822 | 1.54 | % | ||
David Schizer(11) | 12,875 | * | |||
Bruce Weins(12) | 31,871 | * | |||
All current directors and executive officers as a group (8 persons)(13) | 1,923,278 | 10.47 | % |
* | Less than 1.0%. |
(1) | Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316. |
(2) | The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days after |
(3) | Includes |
(4) | Includes |
(5) | Effective June 1, 2017, Mr. Cenac left the Company to become the Chief Financial Officer of SEACOR Marine upon consummation of the spin-off. The beneficial ownership amount of Mr. Cenac is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Cenac’s beneficial ownership. |
(6) | Includes |
(7) | Includes |
(8) | Effective June 1, 2017, Mr. Gellert left the Company to become the Chief Executive Officer of SEACOR Marine upon consummation of the Spin-Off. The beneficial ownership amount of Mr. Gellert is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Gellert’s beneficial ownership. |
(9) | Includes |
(10) | Includes 12,800 shares of restricted stock over which Mr. Lorentzen exercises sole voting power, 32,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and |
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(11) | Includes |
(12) | Includes |
(13) |
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2017 Proxy Statement | 7 |
Statement or on the applicable proxy.
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2017 Proxy Statement | 9 |
Name | Age | Position | Director Since | |||
Charles Fabrikant | 73 | Executive Chairman and Chief Executive Officer | December 1989 | |||
David R. Berz(1)(2)(3) | 69 | Lead Independent Director | February 2014 | |||
Pierre de Demandolx(1)(2)(3) | 76 | Director | April 1994 | |||
Oivind Lorentzen | Vice Chairman | August 2001 | ||||
David M. Schizer(1)(2)(3) | ||||||
Director | ||||||
(1) | Member of the Compensation |
(2) | Member of the Nominating and Corporate Governance |
(3) | Member of the Audit |
Company'sCompany’s inception in 1989. Effective September 2010, Mr. Fabrikant resigned as President and Chief Executive Officer of the Company and was designated Executive Chairman. Mr. Fabrikant has served as a director and member of the Audit Committee of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company'sCompany’s former offshore marine services division, SEACOR Marine Holdings Inc. (“SEACOR Marine”), an operator of offshore support vessels primarily servicing major integrated national and international oil companies, large independent oil and gas exploration and production companies and emerging independent companies. Additionally, Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company’s former aviation division, Era Group Inc. (“Era Group”), an international helicopter operator providing transportation services to the offshore drilling industry. He served as the President and Chief Executive Officer of Era Group from October 2011 through April 2012. He2012 and as a Director of Dorian LPG Ltd., a liquefied petroleum gas shipping company and leading owner and operator of modern Very Large Gas Carriers (“VLGCs”), from July 2013 through December 2015. Mr. Fabrikant is also President of Fabrikant International Corporation (“FIC”), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of the Company. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.thirty years30 years’ experience in the maritime, transportation, investment and environmental industries and given his position as the founder and former President and current Chief Executive Officer of the Company, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as a director.from August 1985 through December 2013, where he headed the law firm'sfirm’s environmental practice. Mr. Berz is a nationally acknowledged authority on U.S. and international environmental law. As a litigator, he served as lead counsel in civil and criminal environmental matters involving federal and state water, air and hazardous waste and substance statutes. He regularly counseled multinational corporations and boards of directors in developing environmental compliance and social responsibility programs and servesserved as environmental counsel to financial institutions. He co-authored the three-volume treatise Environmental Law in Real Estate and Business Transactions and frequently lectures and writes on a broad range of environmental topics. Mr. Berz received the American Bar Association’s 2011 Award for Excellence in Environmental and Resources Stewardship. Mr. Berz serves on the Board of Trustees of the Legal Aid Society of the District of Columbia and on the Board of Governors of the American Jewish Committee. He is past president of the Dean’s Council of the George Washington University School of Law.9
Mr. Berz’s extensive knowledge of U.S. and international environmental law has been and will continue to be of invaluable assistance to the Company in assessing and complying with local, state, federal and international water and air quality standards.
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10 | 2017 Proxy Statement |
Andrew R. Morsefinance, adds a valuable perspective to the Board. As the Company’s former Chief Executive Officer, Mr. Lorentzen also provides valuable insight to the Board and a deep understanding of the Company’s operations.
energy law and corporate governance issues.
R. Christopher Regan is Co-Founder and, since March 2002, Managing Director, of The Chartis Group, a management consultancy group offering strategic, operational, risk management, governance and compliance advice to U.S. healthcare providers, suppliers and payers. Prior to co-founding The Chartis Group in 2001, Mr. Regan served from March 2001 to December 2001 as President of H-Works, a healthcare management consulting firm and a division of The Advisory Board Company. From January 2000 through December 2000, Mr. Regan served as Senior Vice President of Channelpoint, Inc., a healthcare information services company. Mr. Regan also serves as a Trustee of Hamilton College and Ascension Health Ventures.
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Mr. Regan’s experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board’s breadth of experience on these important factors, and especially benefits the Compensation and Audit Committees, of which he is a member.
Steven J. Wisch has been the Managing Partner of El Dorado Partners, LLC, an investment firm since 2013. Mr. Wisch was a Co-Founder of IREO, an Indian real estate development fund from 2005 through 2013 and the Co-Founder and Managing Partner of India Equity Partners, an Indian private equity fund, from 2006 through 2013. From November 2003 through 2005, Mr. Wisch was President of Related Investments, a New York based private investment firm. From December 2001 through August 2002, Mr. Wisch was Chief Operating Officer of The 9/11 United Services Group, a New York based not-for-profit organization. In December 2001, Mr. Wisch retired as a Partner and Managing Director of Goldman, Sachs & Co., an international investment bank, where he was employed from 1983 through 1985 and again from 1987 through December 2001. Mr. Wisch also serves on the Boards of Louis Dreyfus Commodities Holdings, the U.S.-India Business Council, and Channel Control Merchants, LLC. Mr. Wisch serves on various advisory boards at Stanford University including the Global Studies Task Force, The School of Humanities and Sciences' Advisory Council and The Center for South Asia. Mr. Wisch is Co-Chairman of The Ramer Institute in Berlin, Germany, and is a member of the Council on Foreign Relations.
Mr. Wisch’s experience with the Company dates back to his time at Goldman Sachs. He introduced Goldman Sachs to SEACOR and Goldman Sachs became an early investor in the Company. He also worked on the Company’s initial public offering. His strong finance background and international and investment banking experience qualify him as a financial expert and bringtax initiatives brings significant value to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, of which he is a member.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR-NOMINEES NAMED ABOVE.
The Board unanimously recommends a vote FOR each of the nominees named in this proxy statement for election to the Board. |
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12 | 2017 Proxy Statement |
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award annual equity grants to each non-employee director consisting of 3,000 options to purchase shares of Common Stock and 500 shares of Common Stock at its regularly pre-scheduled annual meetings. The 500 shares of Common Stock granted are delivered in four equal installments beginning with the date of such annual meeting and on the dates that are three, six and nine months thereafter (each such installment of shares, until the delivery date thereof, “Unvested Stock Award”). These grants are made on dates previously established by the Board and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards. If our 2014 Share Incentive PlanAs a result of the Board and management changes that occurred in connection with the Spin-Off, the Company determined to hold the Annual Meeting in September, and has not yet granted any annual equity awards to the non-employee directors in respect of 2017 service. The Company is approved, future grants to directors will be made understill in the new plan.
process of determining 2017 equity compensation for its nonemployee directors.
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Name | Fees earned or paid in cash(4) ($) | Stock Awards(5) ($) | Option Awards(6) ($) | Total ($) | ||||||
David R. Berz(1)(2)(7) | — | — | — | — | ||||||
Pierre de Demandolx(1)(2)(8) | 94,000 | 41,869 | 81,390 | 217,259 | ||||||
Richard Fairbanks(9) | 3,322 | 10,840 | — | 14,162 | ||||||
Blaine V. Fogg(10) | 6,022 | 10,555 | — | 16,577 | ||||||
John Hadjipateras(11) | 26,589 | 8,849 | — | 35,438 | ||||||
Andrew R. Morse(1)(2)(3)(12) | 128,000 | 41,869 | 81,390 | 251,259 | ||||||
R. Christopher Regan(1)(3)(13) | 122,000 | 41,869 | 81,390 | 245,259 | ||||||
Steven Webster(14) | 4,022 | 10,555 | — | 14,577 | ||||||
Steven J. Wisch(2)(3)(15) | 116,000 | 41,869 | 81,390 | 239,259 |
2016.
Name | Fees earned or paid in cash(4) ($) | Stock Awards(5) ($) | Option Awards(6) ($) | Total ($) | ||||||||
David R. Berz(1)(2)(3)(7) | 80,000 | 28,755 | 51,600 | 160,355 | ||||||||
Pierre de Demandolx(1)(2)(3)(8) | 80,000 | 28,755 | 51,600 | 160,355 | ||||||||
Oivind Lorentzen(9) | 72,000 | 28,755 | 51,600 | 152,355 | ||||||||
Andrew R. Morse (1)(2)(3)(10) | 90,000 | 28,755 | 51,600 | 170,355 | ||||||||
R. Christopher Regan(1)(3)(11) | 90,000 | 28,755 | 51,600 | 170,355 | ||||||||
David M. Schizer(1)(2)(3)(12) | 86,000 | 28,755 | 51,600 | 166,355 | ||||||||
Steven J. Wisch(2)(3)(13) | 35,667 | 6,354 | — | 42,020 |
(1) | Member of the Compensation Committee. |
(2) | Member of the Nominating and Corporate Governance Committee. |
(3) | Member of the Audit Committee. |
(4) |
(5) | On June |
(6) | On June |
As of December 31, |
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As of December 31, |
(9) | As of December 31, |
As of December 31, |
(11) | As of December 31, 2016, Mr. Regan had 36,062 outstanding options to purchase Common Stock, of which 33,062 were exercisable. Mr. Regan resigned from the Board on May 10, 2017. In connection with the Spin-Off, all of Mr. Regan’s outstanding stock options vested as of May 11, 2017, and will remain exercisable for the remainder of the applicable term of the stock option. |
(12) | As of December 31, 2016, Mr. Schizer had 4,500 outstanding options to purchase Common Stock, of which 1,500 were exercisable. |
(13) | As of December 31, 2016, Mr. Wisch had 36,062 outstanding options to purchase Common Stock, of which 33,062 were exercisable. |
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14 | 2017 Proxy Statement |
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Each Nominating and Corporate Governance committee member has been determined by the Board to be “independent” within the meaning of the NYSE listing standards. The current members of the Nominating and Corporate Governance Committee areduring 2016 were Messrs. Berz, de Demandolx Morse and WischSchizer (Chair).
, each of whom is currently a member of the committee.
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2017 Proxy Statement | 15 |
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The current members of the Audit Committee are Messrs. Berz, de Demandolx and Schizer (Chair). During 2016, the members of the Audit Committee were Messrs. Morse,tenseven meetings during the last fiscal year.year and acted by Unanimous Written Consent on one occasion. The charter of the Audit Committee is available on the Company’s website at16 2017 Proxy Statement (Chair), Regan and Wisch.Schizer. Steven Wisch was also a member of the Audit committee during 2016, however, he did not stand for reelection at the June, 1, 2016 Annual Meeting. The Board has determined that all members of the Audit Committee are “independent” and “financially literate” under the applicable rules of the NYSE. The Board has further determined that Mr. Morsede Demandolx is an “Audit Committee Financial Expert” within the meaning of the regulations of the SEC, and is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the rules promulgated under the Exchange Act. For Mr. de Demandolx’s relevant experience, please refer to his biography on pages 10-11. Additionally, each member of the Audit Committee meets the heightened requirement for independence set forth in the Sarbanes-Oxley Act.2013,2016, the Audit Committee has:16,61, as amended, Communications with Audit Committees; andfirm'sfirm’s independence.
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The foregoing report is respectfully submitted by the Audit Committee.
Andrew R.
were members of the Audit Committee at the time of the recommendation that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for filing with the SEC and they recommended inclusion of the such statements at that time.
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18 | 2017 Proxy Statement |
COMPENSATION COMMITTEE REPORT
Statement.
David M. Schizer
Overview
Committee approved certain adjustments to outstanding Company stock options and restricted stock awards. In general, outstanding stock options were adjusted based on an adjustment formula that was meant to preserve the aggregate intrinsic value of such stock options prior to the Spin-Off. This resulted in an adjustment to both the number of stock options outstanding and to the exercise prices applicable to such stock options. In addition, the Compensation Committee approved the vesting of restricted stock awards
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2017 Proxy Statement | 19 |
Offshore Marine Services operates a diverse fleet of support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide.
Illinois Corn Processing LLC (“ICP”) operates an alcohol manufacturing, storageservices for third party vessel owners.
Otheralso has other activities thatwhich primarily include:
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Our Executive Chairman, Chief Executive Officer and Chief Financial Officer, as well as the other executive officers included in the Summary Compensation Table on page 36, are referred to as the “Named Executive Officers” or “NEOs” throughout this Proxy Statement.
Our Business Environment
The segments in which we operate are fragmented with many competitors and are driven by macroeconomic conditions that influence the need for our services. The Company'sCompany’s financial success and growth are dependent on maintaining a relevant asset base for its lines of business, anticipating trends in logistics and equipment design and market movements, maintaining efficient operations spread over many geographic regions, building the business organically as well as finding new investments and acquisitions to build on existing businesses, pro-actively managing its cash and balance sheet, ensuring access to capital, and finding new investment opportunities. Mergers and acquisitions, divestitures, the successful formation and maintenance of joint ventures, designing and building new equipment and trading assets are all essential elements of the Company'sCompany’s business.
In 2013, we engaged
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20 | 2017 Proxy Statement |
Placing two newly built U.S.-flag product tankers into service on long-term time charters Investing $25.0 million in and received $9.5 million from various joint ventures Acquiring $162.6 million in principal amount of certain of its outstanding Senior Notes and Convertible Senior Notes for total consideration of $157.8 million and debt extinguishment gains of $5.2 million Successfully refinancing its wind farm utility fleet Successfully defending various claims in litigation, primarily related to |
In 2013, the Company:
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equity awards granted in respect of 2016 Company and individual performance. Analysis, but did not make any material changes to its executive compensation programs as a result of the 2016 advisory vote.ConsiderationSay-On-Pay Vote ResultsCompany's 2013Company’s 2016 Annual Meeting of Stockholders, a non-binding, advisory vote was taken with respect to the compensation of the Company'sCompany’s Named Executive Officers. Stockholders expressed substantial support for the compensation of the Company'sCompany’s Named Executive Officers, with over 92%97% of the votes cast in favor of the “say-on-pay” advisory resolution approving the Company'sCompany’s Named Executive Officer compensation. In 2011, the stockholders voted to conduct say-on-pay advisory votes on an annual basis and the Board has adopted this position. The Compensation Committee considered the results of the 20132016 advisory vote and also considered other factors in evaluating the Company'sCompany’s executive compensation programs as discussed in this Compensation Discussion and Analysis.Significant 2013 Compensation Actions2013, the Compensation Committee continued to structure our senior executives' pay packages so that a significant portion of their 2013 compensation was dependent upon performance. These actions included the following:keeping salaries at 2012 levels (which, for most individuals have not increased from levels set in 2007);adjustments in annual cash bonuses awarded in response to and individual performance; andslightly reduced equity awards.Current Executive Compensation “Best Practices”For 2013,2016, we employed the following executive compensation best practices:FrozeIn 2013, we generally kept our NEOs' NEOs’ base salaries the same since 2007.were unchanged.NEOs'NEOs’ annual bonuses to subsequent years, with 20% to be paid in the first quarter of 20152018 and the remaining 20% to be paid in the first quarter of 2016.2019. Typically, approximately one-half of Historically, each executives'executive’s long-term incentive grant is delivered either as stock options (priced at four designated quarterly dates throughout the year of grant) and one-halfor as restricted stock, each of which has a four-year and five-year vesting period.period, respectively.Peer Benchmarking Practices. While we reviewed general market data to set 2013 compensation levels, we did not target any particular level against a set peer group as we do not believe a completely comparable group exists.Implemented a Clawback Policy. The Company implementedhas a clawback policy applicable to our NEOs'NEOs’ executive compensation starting in 2013.compensation.
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2017 Proxy Statement | 21 |
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governance.
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2017 Proxy Statement | 22 |
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The Executive Chairman and Chief Executive Officer does not participate in any decisions with respect to his own compensation.
Consideration
Committee believes it is in the Company’s and the stockholders’ best interest to conduct its own research regarding executive compensation, which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.
Deductibility of Executive Compensation
The Company reviews the total expenses attributed to executive compensation, and the accounting and tax treatment of such programs. The Company addressed the impact of Section 162(m) of the Internal Revenue Code by obtaining stockholder approval of the Management Incentive Plan (the “MIP”), which is submitted for reapproval in Proposal No. 3, and by allowing certain grants under the Amended Share Incentive Plan to qualify as performance-based compensation. Three of the five Named Executive Officers participated in the MIP for 2013.those institutions. The Compensation Committee considersdoes not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the benefits Section 162(m)general competitiveness of the Internal Revenue Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approveproposed compensation that is not deductible under Section 162(m) of the Internal Revenue Code if it determines that it is in our best interest not to do so.
Clawback Policy
Effective for fiscal 2013, the Company adopted a policy whereby it will seek to recoup compensation paid to NEOs in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of: 1) the material noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.
Policy Against Pledging and Hedging Company Securities
During fiscal 2013, the Company revised its Policy on Insider Trading to prohibit hedging and pledging of Company securities by our directors, senior officers and employees.
Setting Compensation in Relation to Performance
The Company evaluated and set 20132016 executive compensation in the context of the current economic conditions, the Company’s performance and the performance of its key personnel. Compensation decisions are determined with a view toward ensuring that management avoids high-risk strategies and does not focus principally on short-term results. Although, as discussed below,later in this Compensation Discussion and Analysis, the Company utilizes performance targets in setting certain bonus and equity awards in accordance with Section 162(m) of the Internal Revenue Code, the CompanyCompensation Committee believes reasoned judgment, rather than automatic formulas, is the appropriate basis by which to set compensation, and the use of itsuses discretion to alteradjust awards based on performance targets. The CompanyCompensation Committee believes using formulas alone may foster an environment that encourages short-sighted decisions intended to meet formulaic goals rather than work toward long-term benefits.benefits or adapt to a changing environment that might be best met by altering strategy during the year or re-prioritizing goals. Consequently, the CompanyCompensation Committee constructs its compensation incentives to reward consistent and durable performance.
performance in a way that maintains flexibility.
The
factors given the constantly changing nature of a business that is volatile, and the need to adjust priorities and address opportunities as developed during the year. Such opportunities can include raising capital, selling assets, acquiring businesses, and similar variables.
The Compensation Committee's Subjective Consideration
The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements described herein is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s and the Stockholders' best interest to conduct its own research regarding executive compensation,
which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.
Market Information
The Compensation Committee also reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. The companies with obviously similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include: Bristow Group, GATX Corporation, GulfMark Offshore, Inc., Hornbeck Offshore Services, Inc., Kirby Corporation, Nabors Industries Ltd., Oceaneering International, Inc., Overseas Shipholding Group, Inc., Tidewater Inc. and Transocean Ltd. The Compensation Committee also considers compensation practices at various investment banking institutions and private equity funds, as it believes the skill sets of its executives overlap with those required by those institutions. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels.
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Overview
Alignment with our executive compensation philosophy is achieved through the executive compensation components for our senior executives, including our Named Executive Officers, outlined below.
Compensation Element | Compensation Objectives and Principles | Relation to Performance | 2016 Actions/Results | ||||||
Base Salary- Fixed annual cash; paid on a semi-monthly basis. | • | Compensate NEOs for services rendered during the year in the form of fixed cash compensation. | Increases in base salary reflect market positioning, economic conditions and the Compensation | The NEOs’ 2016 base salaries were unchanged from | |||||
• | Base salary levels are set to reflect the | ||||||||
Annual Bonus - Cash, paid 60% in the year awarded and 20% in each of the next two subsequent years. | • | Reward senior executives, including NEOs, for performance over a one-year period. | Annual bonuses reflect company and individual performance. | Bonus awards were adjusted from | |||||
• | Payment is not guaranteed and levels vary according to company and individual performance. | ||||||||
Long-Term Incentives • Stock Options - A portion of each executive’s LTI grant is delivered as Stock Options with a four-year vesting period and priced at four designated quarterly dates throughout the year of grant. • Restricted Stock - Historically, a portion of the executive’s LTI grant is delivered as Restricted Stock with a five-year vesting period. | • | Align NEOs’ interests with those of the | Prior-year | Approximately Approximately 50% of NEOs' LTI grant was in Restricted Stock for 2013. | |||||
• | Pay for performance. | Approximately 75% of NEOs’ 2016 LTI grant value was in restricted stock. | |||||||
• | Reward NEOs for long- term growth. | ||||||||
• | Attract, retain and reward NEOs for company and individual performance. | ||||||||
Health and Welfare Benefits -Eligibility to participate in our | • | Identical to benefits provided to all Company employees. | Not directly related to performance. Reflects competitive pay practice. | No significant actions regarding health and welfare benefits in | |||||
• | Attract, retain and motivate. | ||||||||
Retirement Plans - Eligibility to participate in our broad-based 401(k) plan for all employees. | • | Identical to benefits provided to all company employees. | Not directly related to performance. Reflects competitive pay practice. | No significant actions regarding retirement plans in | |||||
• | Attract, retain and motivate. | ||||||||
Perquisites - None | • | The Company does not provide any perquisites. | The Company believes existing pay practices are sufficient to attract and retain senior management. | No actions with respect to perquisites in |
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2017 Proxy Statement | 25 |
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26 | 2017 Proxy Statement |
Base Compensation
As explained above, the Compensation Committee determined not to increase the base salary of any of the Named Executive Officers in 2013, which generally have remained unchanged since 2007.
Base salary levels for senior managers are also set in recognition of the fact that the Company has no:
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2017 Proxy Statement | 27 |
The chart below details the 20132016 and 2017 base salaries for our NEOs:
Named Executive Officer | 2012 Base Salary ($) | 2013 Base Salary ($) | Change % | Rationale | ||||
Charles Fabrikant Executive Chairman | 700,000 | 700,000 | — | Base salary levels reflect the NEO's role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness. | ||||
Richard Ryan Senior Vice President and Chief Financial Officer | 350,000 | 350,000 | — | See above. | ||||
Oivind Lorentzen Chief Executive Officer | 700,000 | 700,000 | — | See above. | ||||
Paul Robinson Senior Vice President, General Counsel and Secretary | 350,000 | 350,000 | — | See above. | ||||
Dick Fagerstal Senior Vice President Corporate Development and Finance | 350,000 | 350,000 | — | See above. |
Named Executive Officer | 2016 Base Salary | 2017 Base Salary | ||||||
Charles Fabrikant | $ | 700,000 | $ | 700,000 | ||||
Matthew Cenac | 450,000 | 450,000 | ||||||
Eric Fabrikant | 450,000 | 450,000 | ||||||
John Gellert | 450,000 | 450,000 | ||||||
Bruce Weins | 245,000 | 245,000 |
With reference to the MIP performance targets, but using no formula, the Compensation Committee determined cash and equity bonus awards (i.e., reducing the amounts otherwise payable under the MIP) by considering the Company’s financial performance and that of its business units and investments, taken in context of the overall business environment, and each individual’s contribution to that performance without providing particular weight to any individual factor. The Compensation Committee, in conjunction with the Executive Chairman and the Chief Executive Officer, also evaluated the performance of senior managers in achieving specific initiatives, such as executive corporate transactions and financings, improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities. Performance was reviewed for senior managers in a multi-year context, considering contributions to decisions and strategies initiated in the past that may affect the present.
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28 | 2017 Proxy Statement |
The chart below details the 20132016 annual bonuses for our NEOs:
ANNUAL BONUS
Payments | ||||||||||||
Named Executive Officer | 2013 Bonus ($) | Q1 2014 (60%) ($) | Q1 2015 (20%) ($) | Q1 2016 (20%) ($) | ||||||||
Charles Fabrikant Executive Chairman | 2,200,000 | 1,320,000 | 440,000 | 440,000 | ||||||||
Richard Ryan Senior Vice President and Chief Financial Officer | 675,000 | 405,000 | 135,000 | 135,000 | ||||||||
Oivind Lorentzen Chief Executive Officer | 1,300,000 | 780,000 | 260,000 | 260,000 | ||||||||
Paul Robinson Senior Vice President, General Counsel and Secretary | 500,000 | 300,000 | 100,000 | 100,000 | ||||||||
Dick Fagerstal Senior Vice President Corporate Development and Finance | 300,000 | 180,000 | 60,000 | 60,000 |
The cash component of bonus compensation is paid over three years, 60% in the year awarded (for services in the prior calendar year) and 20% in each of the next two subsequent years. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. This rate is set and approved by the Compensation Committee. The objective is to establish a retention system that links executivesNEOs, as compared to the outcomeamounts paid in respect of their decisions over a period of years.
Long Term2015 annual bonuses:
Named Executive Officer | 2016 Annual Bonus | 2015 Annual Bonus | ||||||
Charles Fabrikant | $ | — | $ | 900,000 | ||||
Matthew Cenac | 260,000 | 300,000 | ||||||
Eric Fabrikant | 240,000 | 300,000 | ||||||
John Gellert | — | 300,000 | ||||||
Bruce Weins | 115,000 | 130,000 |
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Based on the Compensation Committee'sCommittee’s determination, in 2017 the Named Executive Officers were granted the following stock options for 2013:
in respect of 2016:
Annual Option Grant Amount | Vesting on March 4 of each year | |||||||||||||||||
Named Executive Officer | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||
Charles Fabrikant Executive Chairman | 30,000 | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||
Richard Ryan Senior Vice President and Chief Financial Officer | — | — | — | — | — | — | ||||||||||||
Oivind Lorentzen Chief Executive Officer | 30,000 | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||
Paul Robinson Senior Vice President, General Counsel and Secretary | 5,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Dick Fagerstal Senior Vice President Corporate Development and Finance | — | — | — | — | — | — |
Annual Option Grant Amount | Vesting on March 4 of each year | ||||||||||||||
Named Executive Officer | 2018 | 2019 | 2020 | 2021 | |||||||||||
Charles Fabrikant | 20,000 | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||
Matthew Cenac | — | — | — | — | — | ||||||||||
Eric Fabrikant | 20,000 | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||
John Gellert | — | — | — | — | — | ||||||||||
Bruce Weins | 8,000 | 2,000 | 2,000 | 2,000 | 2,000 |
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2017 Proxy Statement | 29 |
in respect of 2016:
Annual Restricted Stock Grant Amount | Vesting on March 4 of each year | |||||||||||||||||
Named Executive Officer | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||
Charles Fabrikant Executive Chairman | 22,000 | 4,400 | 4,400 | 4,400 | 4,400 | 4,400 | ||||||||||||
Richard Ryan Senior Vice President and Chief Financial Officer | — | — | — | — | — | — | ||||||||||||
Oivind Lorentzen Chief Executive Officer | 22,000 | 4,400 | 4,400 | 4,400 | 4,400 | 4,400 | ||||||||||||
Paul Robinson Senior Vice President, General Counsel and Secretary | 5,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Dick Fagerstal Senior Vice President Corporate Development and Finance | — | — | — | — | — | — |
Annual Restricted Stock Grant Amount | Vesting on March 4 of each year | |||||||||||||||||
Named Executive Officer | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||
Charles Fabrikant | 30,000 | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||
Matthew Cenac | 10,500 | 2,100 | 2,100 | 2,100 | 2,100 | 2,100 | ||||||||||||
Eric Fabrikant | 14,000 | 2,800 | 2,800 | 2,800 | 2,800 | 2,800 | ||||||||||||
John Gellert | 13,500 | 2,700 | 2,700 | 2,700 | 2,700 | 2,700 | ||||||||||||
Bruce Weins | 4,000 | 800 | 800 | 800 | 800 | 800 |
Executive Chairman (Principal Executive Officer): Mr. Charles Fabrikant (Age: 69)
As described above, the Compensation Committee did not use a formula to determine Mr. Fabrikant’s salary, bonus and equity awards for 2013. Program
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compensation for Mr. Fabrikant was not dependent on any one factor or any specific combination of factors.Company’s risk management efforts. The Compensation Committee believes that the subjective considerationCompany’s compensation program is structured to provide proper incentives for executives to balance risk and reward appropriately and in accordance with the Company’s risk management philosophy, particularly by having a significant portion of these different elementsthe executives’ compensation vest over a three-to five-year time line. Compensation distributed over a period of years serves to reinforce the benefit of long-term decision-making and the Compensation Committee’s ability to reward decisions that, although they may have a perceived short-term negative effect, serve the Company’s (and our stockholders’) best interests in the long-term. The Company believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and do not encourage excessive risk-taking behavior.
In establishing basefor federal income tax purposes and bonus compensation for Mr. Fabrikant,other relevant factors when determining executive compensation. However, the Compensation Committee considered as reference points pay and benefit practicesmay, from time to time, approve compensation that is not deductible under Section 162(m) of the Internal Revenue Code if it determines that it is in the legal profession, finance and investment businesses, as well as practices of operating businesses similarCompany’s best interest to thosedo so.
For 2013, the Compensation Committee considered Mr. Fabrikant's role in creating long-term stockholder value by, in particular, successfully completing the following corporate transactions:
The achievements outlined above and the successful operation of the Company's diverse business units led to the following results in 2013:
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The Compensation Committee recognized that decisions made and actions taken by Mr. Fabrikant years earlier facilitated the successful implementation of these corporate actions, and were key in the development of the Company's global operations, while delivering solidpublished financial performance, positioning for future growth, providing strong leadership and cultivating a talented management team. The Compensation Committee believes Mr. Fabrikant executed the corporate initiatives described above while providing improved results. The Compensation Committee also considered the improved results in the Company's offshore marine and shipping services business lines.
In particular, in determining the fiscal 2013 compensation for Mr. Fabrikant, the Compensation Committee considered the financial and non-financial factors described above,statements as well as the following additional skills:
In setting Mr. Fabrikant's bonus for the 2013 fiscal year, the Compensation Committee focused on the Company's successful spin-off of Era Group, the placement of the Convertible Notes and its entry into various commercial arrangements, including the HHI Transaction, the Dorian Transactions and the NASSCO Transaction, and the overall results for the Company, which generally increased year-over-year.
The Compensation Committee determined that Mr. Fabrikant's base salary for 2014 should remain the same as in the prior year at $700,000. His bonus was increased from $1,500,000 for 2012 to $2,200,000 for 2013, his stock option grant award remained the same with options to purchase 30,000 shares of Common Stock, and his restricted stock award was slightly increased from 20,000 shares for 2012 to 22,000 shares for 2013. The Compensation Committee noted Mr. Fabrikant has a history of holding a meaningful percentage of restricted stock once vested and has generally waited to exercise most of his stock options near their dates of expiration.
As a result of his original investment inof: 1) the Company and such retention of equity awards, Mr. Fabrikant beneficially owns 1,271,866 shares of Common Stock, representing a beneficial ownership stake of over 5% of the Company's outstanding Common Stock. The Compensation Committee believes such holdings demonstrate Mr. Fabrikant's commitment to the Company in both his capacity as an executive and as a stockholder. Although Mr. Fabrikant's compensation is slightly higher than the other Named Executive Officers, the Compensation Committee believes Mr. Fabrikant's solid results as the Company's steward and primary architect of its growth and diversification over the past 26 years, his 42 years of experience in shipping and related businesses, his professional skills, visibility in financial circles and familiarity with a wide range of different businesses merit the compensation awarded to him.
Chief Financial Officer (Principal Financial Officer): Mr. Richard Ryan (Age: 59)
As described previously, the Compensation Committee did not use a formula in determining Mr. Ryan’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final
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compensation for Mr. Ryan is not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.
Mr. Ryan is a certified accountant in the United Kingdom, where he started his career in the UK Atomic Energy Authority. He holds an MBA from the University of East Anglia. Prior to joining the Company, he worked for one of the Company’s Offshore Marine Services' competitors in their accounting departments in the United States, Singapore and the United Kingdom. Mr. Ryan was recruited to the Company in 1996 as International Controller and, prior to his appointment as Chief Financial Officer in September 2005, served as SEACOR Marine International’s Chief Operating Officer.
Mr. Ryan, in addition to being responsible for managing all financial personnel and supervising reporting and preparation of financial statements, is responsible for internal controls, overseeing information technology and risk management, supervising human resources, complying with public reporting requirements and the Sarbanes-Oxley Act, and providing services to the Board and the business units, including development of analytical tools for understanding the operating performance of the different business units of the Company. In order to handle these responsibilities, the Executive Chairman, the Chief Executive Officer and the Compensation Committee believe that familiarity with international transactions, accounting experience and background in operations are important skills.
Mr. Ryan played a central role in the execution of the Company's strategic acquisitions and divestitures, which included due diligence, planning and oversight of all of the Company's 2013 transactions. In particular, Mr. Ryan had a significant role in (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment; (ii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; and (iii) the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses.
Taking into account Mr. Ryan's skills and experience in handling investor relations, his leadership of the financial group, his efforts in improving financial administration, the overall performancematerial noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.
Chief Executive Officer: Mr. Oivind Lorentzen (Age: 63)
As described previously, the Compensation Committee did not use a formula in determining Mr. Lorentzen’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Lorentzen was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.
Mr. Lorentzen is the Chief Executive Officer and a director of the Company. Mr. Lorentzen, who shares executive responsibilities with Mr. Fabrikant, has vast experience and a deep background in shipping and industrial businesses, particularly in South America. Mr. Lorentzen provides strategic direction with the Company's debt offerings, joint ventures and acquisitions.
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In establishing base and bonus compensation for Mr. Lorentzen, the Compensation Committee considered as reference points pay and benefit practices in the finance and investment businesses, as well as practices of operating businesses similar to those in which theThe Company has invested. The Compensation Committee obtains information regarding these reference points from publicly available filingsadopted policies prohibiting hedging and survey material, but does not ascribe particular weight to any specific reference point.
For 2013, the Compensation Committee considered Mr. Lorentzen's role in creating long-term stockholder valuepledging of Company securities by in particular successfully completing the following corporate transactions: (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment, by means of a dividend to SEACOR's stockholders of all the issuedour directors, senior officers and outstanding common stock of Era Group, now an independent company whose common stock is listed on the New York Stock Exchange under the symbol “ERA”; (ii) the entry into an agreement with HHI, through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two VLGCs with expected deliveries in 2014 with an option to purchase up to three additional VLGCs; (iii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; (iv) the termination of its $360.0 million unsecured Revolving Credit Facility Agreement; (v) the successful placement of $230.0 million aggregate principal amount of its 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses; and (vi) the entry into a Contract for Construction with NASSCO, through Seabulk Tankers, Inc., for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016 with an option for a fourth vessel.
The achievements noted above and the successful operation of the Company's diverse business units led to the following results in 2013:
The Compensation Committee believes Mr. Lorentzen executed the corporate initiatives described above while providing improved results in the Company's offshore marine and shipping services business lines.
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30 | 2017 Proxy Statement |
The Compensation Committee believes that the following financial and non-financial factors and skill sets will be used in determining future compensation:
The Compensation Committee determined that Mr. Lorentzen's base salary for 2014 should remain the same as in the prior year at $700,000. His bonus was increased from $1,000,000 for 2012 to $1,300,000 for 2013, his stock option grant remained the same at options to purchase 30,000 shares of Common Stock and his restricted stock award was slightly increased from 20,000 shares for 2012 to 22,000 shares for 2013.
Senior Vice President, General Counsel and Corporate Secretary: Mr. Paul Robinson (Age: 47)
As described previously, the Compensation Committee did not use a formula in determining Mr. Robinson’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Robinson is not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.
Mr. Robinson joined the Company in October 2007 as Senior Vice President, General Counsel and Corporate Secretary. From 1999 through June 2007, Mr. Robinson held various positions at Comverse Technology, Inc., including Chief Operating Officer, Executive Vice President, General Counsel and Secretary. Mr. Robinson also was a director at Verint Systems Inc. and Ulticom, Inc. Prior to that, Mr. Robinson was an associate attorney at Kramer, Levin, Naftalis & Frankel, LLP, counsel to the United States Senate Committee on Governmental Affairs with respect to its special investigation into illegal and improper campaign fund-raising activities during the 1996 federal election, and an associate attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Robinson received a B.A. in Political Science and was Phi Beta Kappa from State University of New York at Binghamton in 1989 and a J.D., cum laude, from Boston University School of Law in 1992.
Mr. Robinson's base compensation reflects his experience in operating the legal department of an international public company, legal knowledge and experience, and background in operations acquired during his years with other public companies. Mr. Robinson's bonus for the year ending 2013 reflects the Company's performance, his management of significant corporate transactions, complex commercial litigations and class actions, acquisitions, dispositions, securities filings, financings, and enhancing the Company's legal flexibility and reducing its costs. In determining Mr. Robinson's compensation, the Compensation Committee considered his leadership of the legal group, the overall performance of the Company and the financial and non-financial factors described above.
In particular, for 2013, the Compensation Committee considered Mr. Robinson's role in overseeing the legal aspects in several significant corporate transactions, including: (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment; (ii) the entry into an agreement with HHI, through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two VLGCs with expected deliveries in 2014 and an option to purchase up to three additional VLGCs; (iii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; (iv) the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028; and (v) the entry into a Contract for Construction with NASSCO for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016 with an option for a fourth vessel.
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The Compensation Committee recognized the significant legal work required to facilitate the successful completion of these corporate actions and determined that Mr. Robinson's base salary for 2014 should be increased from $350,000 to $450,000 and his bonus should remain the same at $500,000 (without taking into account his special one-time bonus of $150,000 for 2012). His stock option grant award was decreased from options to purchase 7,000 shares to 5,000 shares of Common Stock, and his restricted stock award was decreased from 6,000 shares to 5,000 shares.
Senior Vice President Corporate Development and Finance: Dick Fagerstal (Age: 53)
As described previously, the Compensation Committee did not use a formula in determining Mr. Fagerstal’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Fagerstal was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.
Mr. Fagerstal has been associated with the Company for over 15 years. He holds an MBA from New York University. His prior experience was that of a commercial banker working with the shipping industry. Mr. Fagerstal served as Chief Financial Officer of Chiles Offshore, Inc., a publicly-traded affiliate of the Company prior to its sale, and also has experience in raising capital in the public markets and banking sector. He is responsible for managing the Company’s cash, overseeing compliance with debt covenants, and maintaining relationships with banks and rating agencies. He also works closely with the business units supporting acquisition activities.
Mr. Fagerstal's base compensation reflects his experience in banking and public company administration, knowledge base in shipping and offshore activities, and background in operations acquired during his years with Chiles Offshore, Inc. Mr. Fagerstal's bonus for the year ending 2013 reflects the Company's performance, the results of investments made in prior years in which his involvement was integral, and his successful renegotiation of various banking arrangements, including enhancing the Company's flexibility and reducing its costs. In particular, for 2013, the Compensation Committee considered Mr. Fagerstal's role in overseeing the financial aspects of several significant corporate transactions, including the termination of the Company’s $360.0 million unsecured Revolving Credit Facility Agreement and the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses.
In determining Mr. Fagerstal's compensation, the Compensation Committee considered his contribution to operating performance, the overall performance of the Company and the financial factors described above. The Compensation Committee determined that Mr. Fagerstal's base salary for 2014 should remain at $350,000 and his bonus was decreased from $450,000 for 2012 to $300,000 for 2013. Mr. Fagerstal did not receive equity awards in respect of fiscal year 2013.
Executive Officers of the Registrant
Executive officers of the Company serve at the pleasure of the Board of Directors. The following sets forth information regarding John Gellert, an executive officer of the Company as of the date hereof. For information regarding our other current executive officers, Charles Fabrikant, Oivind Lorentzen, Paul Robinson, Richard Ryan and Matthew Cenac, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
Senior Vice President and President of Offshore Marine Services: John Gellert (Age 44)
Mr. Gellert joined the Company as a financial and market analyst in 1992, and worked as an assistant to the Chairman for chartering and marketing. He became a Senior Vice President in 2004 and, in July 2005, assumed responsibility for the entire offshore services group. As President of Offshore Marine Services, Mr. Gellert is responsible for the Company’s offshore marine services activities. He oversees day to day trading strategies (asset purchases and acquisitions), chartering, identification of new investment opportunities, new construction opportunities, operations, and is responsible for segment profit and loss and return on capital and property, plant and equipment.
Employment Contracts/Termination of Employment/Change of Control Agreements
As mentioned above, the Named Executive Officers do not have employment, severance or change-of-control agreements with the Company.
During the last fiscal year, the Compensation Committee considered the advisability of implementing a severance policy for a limited number of executives. The Compensation Committee has previously weighed the retentive value of a formal severance policy against the flexibility that its current practices allow for, and ultimately decided not to implement a severance policy in order to preserve its current practice of administering severance benefits on a case-by-case basis.34
Certain benefit or incentive plans or arrangements do, however, provide for payments to Named Executive Officers upon a termination of employment or a change in control of the Company. The information in the tables below describes and quantifies certain compensation that would become payable under existing plans and arrangements if a Named Executive Officer'sOfficer’s employment had terminated on December 31, 2013,2016, given the Named Executive Officer'sOfficer’s compensation as of such date and, if applicable, based on the Company'sCompany’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company'sCompany’s 401(k) savings plan, disability benefits and accrued vacation pay.
2016.
Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||
Charles Fabrikant(3) | 2013 | 700,000 | 2,200,000 | 1,363,400 | 788,500 | 26,828 | 5,078,728 | ||||||||||||||
Executive Chairman | 2012 | 700,000 | 1,500,000 | 983,400 | 430,429 | 40,187 | 3,654,016 | ||||||||||||||
2011 | 700,000 | 500,000 | 4,918,500 | 894,485 | 40,986 | 7,053,971 | |||||||||||||||
Richard Ryan(4) | 2013 | 350,000 | 675,000 | 409,020 | 157,700 | 12,657 | 1,604,377 | ||||||||||||||
Senior Vice President | 2012 | 350,000 | 475,000 | 344,190 | 143,476 | 11,367 | 1,324,033 | ||||||||||||||
and Chief Financial Officer | 2011 | 350,000 | 320,000 | 491,850 | 298,162 | 9,287 | 1,469,299 | ||||||||||||||
Oivind Lorentzen(5) | 2013 | 700,000 | 1,300,000 | 1,363,400 | 788,500 | 18,465 | 4,170,365 | ||||||||||||||
Chief Executive Officer | 2012 | 700,000 | 1,000,000 | 983,400 | 430,429 | 11,307 | 3,125,136 | ||||||||||||||
2011 | 700,000 | 500,000 | — | 894,485 | 7,082 | 2,101,567 | |||||||||||||||
Paul Robinson(6) | 2013 | 350,000 | 500,000 | 477,190 | 157,700 | 11,030 | 1,495,920 | ||||||||||||||
Senior Vice President, | 2012 | 350,000 | 650,000 | 344,190 | 143,476 | 12,333 | 1,499,999 | ||||||||||||||
General Counsel and Secretary | 2011 | 350,000 | 400,000 | 491,850 | 298,162 | 9,636 | 1,549,648 | ||||||||||||||
Dick Fagerstal(7) | 2013 | 350,000 | 300,000 | 340,850 | 210,267 | 9,172 | 1,210,289 | ||||||||||||||
Senior Vice President Corporate | 2012 | 350,000 | 450,000 | 393,360 | 200,867 | 11,664 | 1,405,891 | ||||||||||||||
Development and Finance | 2011 | 335,000 | 400,000 | 393,480 | 357,794 | 9,277 | 1,495,551 |
2014.
Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | |||||||||||||
Charles Fabrikant(3) | 2016 | 700,000 | — | 1,423,240 | 854,810 | 9,275 | 2,987,325 | |||||||||||||
Executive Chairman and | 2015 | 700,000 | 900,000 | 1,589,500 | 555,047 | 15,928 | 3,760,475 | |||||||||||||
Chief Executive Officer | 2014 | 700,000 | 3,000,000 | 1,963,940 | 766,159 | 29,736 | 6,459,835 | |||||||||||||
Matthew R. Cenac(4) | 2016 | 450,000 | 260,000 | 487,260 | 170,962 | 11,899 | 1,380,121 | |||||||||||||
Former Executive Vice | 2015 | 450,000 | 300,000 | 433,500 | 111,009 | 11,493 | 1,306,002 | |||||||||||||
President and Chief | 2014 | 362,500 | 425,000 | 607,850 | 129,360 | 10,363 | 1,535,073 | |||||||||||||
Financial Officer | ||||||||||||||||||||
Eric Fabrikant(5) | 2016 | 450,000 | 240,000 | 609,960 | 341,924 | 11,696 | 1,653,580 | |||||||||||||
Co-Chief Operating Officer | 2015 | 450,000 | 300,000 | 505,750 | 185,016 | 11,493 | 1,452,259 | |||||||||||||
John Gellert(6) | 2016 | 450,000 | — | 508,300 | 170,962 | — | 1,129,262 | |||||||||||||
Former Co-Chief Operating | 2015 | 450,000 | 300,000 | 1,083,750 | 351,530 | 11,493 | 2,196,773 | |||||||||||||
Officer | 2014 | 450,000 | 600,000 | 1,428,320 | 465,695 | 11,680 | 2,955,695 | |||||||||||||
Bruce Weins(7) | 2016 | 245,000 | 115,000 | 177,905 | 102,577 | 10,435 | 650,917 | |||||||||||||
Senior Vice President and Chief Accounting Officer | 2015 | 245,000 | 130,000 | 216,750 | 83,257 | 10,236 | 685,243 |
(1) | Sixty percent (60%) of the annual bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.” |
(2) | The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during |
(3) | “All Other Compensation” for Mr. Fabrikant includes |
(4) | “All Other Compensation” for Mr. |
(5) | “All Other Compensation” for Mr. |
(6) | “All Other Compensation” for Mr. |
(7) | “All Other Compensation” for Mr. |
36
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32 | 2017 Proxy Statement |
2016)
Name | Approval Date | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1)(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3)(4) (#) | Exercise or Base Price of Option Awards ($) | Market Price on Grant Date ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | ||||||||||||||
Charles Fabrikant | 3/4/2013 | 3/4/2013 | 20,000 | 68.17 | 1,363,400 | ||||||||||||||||
Executive Chairman | 3/4/2013 | 3/4/2013 | 7,500 | 68.17 | 68.17 | 161,610 | |||||||||||||||
3/4/2013 | 6/4/2013 | 7,500 | 77.51 | 77.51 | 186,749 | ||||||||||||||||
3/4/2013 | 9/4/2013 | 7,500 | 84.69 | 84.69 | 212,743 | ||||||||||||||||
3/4/2013 | 12/4/2013 | 7,500 | 92.10 | 92.10 | 227,399 | ||||||||||||||||
Richard Ryan | 3/4/2013 | 3/4/2013 | 6,000 | 68.17 | 409,020 | ||||||||||||||||
Senior Vice President | 3/4/2013 | 3/4/2013 | 1,500 | 68.17 | 68.17 | 32,322 | |||||||||||||||
and Chief Financial Officer | 3/4/2013 | 6/4/2013 | 1,500 | 77.51 | 77.51 | 37,350 | |||||||||||||||
3/4/2013 | 9/4/2013 | 1,500 | 84.69 | 84.69 | 42,549 | ||||||||||||||||
3/4/2013 | 12/4/2013 | 1,500 | 92.10 | 92.10 | 45,480 | ||||||||||||||||
Oivind Lorentzen | 3/4/2013 | 3/4/2013 | 20,000 | 68.17 | 1,363,400 | ||||||||||||||||
Chief Executive Officer | 3/4/2013 | 3/4/2013 | 7,500 | 68.17 | 68.17 | 161,610 | |||||||||||||||
3/4/2013 | 6/4/2013 | 7,500 | 77.51 | 77.51 | 186,749 | ||||||||||||||||
3/4/2013 | 9/4/2013 | 7,500 | 84.69 | 84.69 | 212,743 | ||||||||||||||||
3/4/2013 | 12/4/2013 | 7,500 | 92.10 | 92.10 | 227,399 | ||||||||||||||||
Paul Robinson | 3/4/2013 | 3/4/2013 | 7,000 | 68.17 | 477,190 | ||||||||||||||||
Senior Vice President, | 3/4/2013 | 3/4/2013 | 1,500 | 68.17 | 68.17 | 32,322 | |||||||||||||||
General Counsel and Secretary | 3/4/2013 | 6/4/2013 | 1,500 | 77.51 | 77.51 | 37,350 | |||||||||||||||
3/4/2013 | 9/4/2013 | 1,500 | 84.69 | 84.69 | 42,549 | ||||||||||||||||
3/4/2013 | 12/4/2013 | 1,500 | 92.10 | 92.10 | 45,480 | ||||||||||||||||
Dick Fagerstal | 3/4/2013 | 3/4/2013 | 5,000 | 68.17 | 340,850 | ||||||||||||||||
Senior Vice President Corporate | 3/4/2013 | 3/4/2013 | 2,000 | 68.17 | 68.17 | 43,096 | |||||||||||||||
Development and Finance | 3/4/2013 | 6/4/2013 | 2,000 | 77.51 | 77.51 | 49,800 | |||||||||||||||
3/4/2013 | 9/4/2013 | 2,000 | 84.69 | 84.69 | 56,731 | ||||||||||||||||
3/4/2013 | 12/4/2013 | 2,000 | 92.10 | 92.10 | 60,640 |
Name | Approval Date | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1)(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3)(4) (#) | Exercise or Base Price of Option Awards ($) | Market Price on Grant Date ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | ||||||||||||
Charles Fabrikant | 3/4/2016 | 3/4/2016 | 28,000 | 50.83 | 1,423,240 | ||||||||||||||
Executive Chairman | 3/4/2016 | 3/4/2016 | 12,500 | 50.83 | 50.83 | 188,647 | |||||||||||||
and Chief Executive | 3/4/2016 | 6/4/2016 | 12,500 | 57.11 | 57.11 | 210,415 | |||||||||||||
Officer | 3/4/2016 | 9/4/2016 | 12,500 | 58.88 | 58.88 | 209,423 | |||||||||||||
3/4/2016 | 12/4/2016 | 12,500 | 63.44 | 63.44 | 246,325 | ||||||||||||||
Matthew Cenac | 3/4/2016 | 3/4/2016 | 7,000 | 50.83 | 355,810 | ||||||||||||||
Former Executive Vice | 4/6/2016 | 4/6/2016 | 2,500 | 52.58 | 131,450 | ||||||||||||||
President and Chief | 3/4/2016 | 3/4/2016 | 2,500 | 50.83 | 50.83 | 37,729 | |||||||||||||
Financial Officer | 3/4/2016 | 6/4/2016 | 2,500 | 57.11 | 57.11 | 42,083 | |||||||||||||
3/4/2016 | 9/4/2016 | 2,500 | 58.88 | 58.88 | 41,885 | ||||||||||||||
3/4/2016 | 12/4/2016 | 2,500 | 63.44 | 63.44 | 49,265 | ||||||||||||||
Eric Fabrikant | 3/4/2016 | 3/4/2016 | 12,000 | 50.83 | 609,960 | ||||||||||||||
Co-Chief Operating | 3/4/2016 | 3/4/2016 | 5,000 | 50.83 | 50.83 | 75,459 | |||||||||||||
Officer | 3/4/2016 | 6/4/2016 | 5,000 | 57.11 | 57.11 | 84,166 | |||||||||||||
3/4/2016 | 9/4/2016 | 5,000 | 58.88 | 58.88 | 83,769 | ||||||||||||||
3/4/2016 | 12/4/2016 | 5,000 | 63.44 | 63.44 | 98,530 | ||||||||||||||
John Gellert | 3/4/2016 | 3/4/2016 | 10,000 | 50.83 | 508,300 | ||||||||||||||
Former Co-Chief | 3/4/2016 | 3/4/2016 | 2,500 | 50.83 | 50.83 | 37,729 | |||||||||||||
Operating Officer | 3/4/2016 | 6/4/2016 | 2,500 | 57.11 | 57.11 | 42,083 | |||||||||||||
3/4/2016 | 9/4/2016 | 2,500 | 58.88 | 58.88 | 41,885 | ||||||||||||||
3/4/2016 | 12/4/2016 | 2,500 | 63.44 | 63.44 | 49,265 | ||||||||||||||
Bruce Weins | 3/4/2016 | 3/4/2016 | 3,500 | 50.83 | 177,905 | ||||||||||||||
Senior Vice President | 3/4/2016 | 3/4/2016 | 1,500 | 50.83 | 50.83 | 22,638 | |||||||||||||
and Chief Accounting | 3/4/2016 | 6/4/2016 | 1,500 | 57.11 | 57.11 | 25,250 | |||||||||||||
Officer | 3/4/2016 | 9/4/2016 | 1,500 | 58.88 | 58.88 | 25,130 | |||||||||||||
3/4/2016 | 12/4/2016 | 1,500 | 63.44 | 63.44 | 29,559 |
(1) | The amounts set forth in this column reflect the number of shares of restricted stock granted in |
(2) | Excludes restricted stock granted |
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2017 Proxy Statement | 33 |
(3) | Options granted are exercisable in 20% annual increments beginning on |
37
(4) | Excludes stock options granted on |
(5) | The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and |
38
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34 | 2017 Proxy Statement |
(2016)
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price(2) ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(3) ($) | ||||||||||||
Charles Fabrikant | 9,666 | — | 35.49 | 3/11/2015 | 4,000 | (4) | 364,800 | |||||||||||
Executive Chairman | 9,666 | — | 26.99 | 3/11/2015 | 25,600 | (5) | 2,334,720 | |||||||||||
9,666 | — | 38.95 | 3/11/2015 | 16,000 | (6) | 1,459,200 | ||||||||||||
9,666 | — | 36.09 | 3/11/2015 | 6,000 | (7) | 547,200 | ||||||||||||
9,666 | — | 41.28 | 3/2/2016 | 4,000 | (8) | 364,800 | ||||||||||||
9,666 | — | 49.34 | 3/2/2016 | |||||||||||||||
9,666 | — | 52.31 | 3/2/2016 | |||||||||||||||
9,666 | — | 57.77 | 3/2/2016 | |||||||||||||||
9,666 | — | 58.54 | 3/4/2017 | |||||||||||||||
9,666 | — | 57.70 | 3/4/2017 | |||||||||||||||
9,666 | — | 52.61 | 3/4/2017 | |||||||||||||||
9,666 | — | 54.76 | 3/4/2017 | |||||||||||||||
9,666 | — | 58.15 | 3/4/2018 | |||||||||||||||
9,666 | — | 53.15 | 3/4/2018 | |||||||||||||||
9,666 | — | 48.65 | 3/4/2018 | |||||||||||||||
9,666 | — | 30.26 | 3/4/2018 | |||||||||||||||
7,732 | 1,934 | (9) | 28.44 | 3/4/2019 | ||||||||||||||
7,732 | 1,934 | (9) | 44.96 | 3/4/2019 | ||||||||||||||
7,732 | 1,934 | (9) | 43.11 | 3/4/2019 | ||||||||||||||
7,732 | 1,934 | (9) | 42.42 | 3/4/2019 | ||||||||||||||
5,799 | 3,867 | (10) | 46.19 | 3/4/2020 | ||||||||||||||
5,799 | 3,867 | (10) | 37.18 | 3/4/2020 | ||||||||||||||
5,799 | 3,867 | (10) | 47.35 | 3/4/2020 | ||||||||||||||
5,799 | 3,867 | (10) | 71.62 | 3/4/2020 | ||||||||||||||
3,866 | 5,800 | (11) | 72.45 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 71.35 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 62.01 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 64.22 | 3/4/2021 | ||||||||||||||
966 | 3,867 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 7,500 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 92.10 | 3/4/2023 |
39
Option Awards | Stock Awards | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(2) ($) | |||||||||||||
Charles Fabrikant | 9,666 | — | 58.54 | 3/4/2017 | 20,400 | (3) | 1,454,112 | ||||||||||||
Executive Chairman and | 9,666 | — | 57.70 | 3/4/2017 | 18,400 | (4) | 1,311,552 | ||||||||||||
Chief Executive Officer | 9,666 | — | 52.61 | 3/4/2017 | 14,400 | (5) | 1,026,432 | ||||||||||||
9,666 | — | 54.76 | 3/4/2017 | 10,000 | (6) | 712,800 | |||||||||||||
9,666 | — | 58.15 | 3/4/2018 | 5,600 | (7) | 399,168 | |||||||||||||
9,666 | — | 53.15 | 3/4/2018 | ||||||||||||||||
9,666 | — | 48.65 | 3/4/2018 | ||||||||||||||||
9,666 | — | 30.26 | 3/4/2018 | ||||||||||||||||
9,666 | — | 28.44 | 3/4/2019 | ||||||||||||||||
9,666 | — | 44.96 | 3/4/2019 | ||||||||||||||||
9,666 | — | 43.11 | 3/4/2019 | ||||||||||||||||
9,666 | — | 42.42 | 3/4/2019 | ||||||||||||||||
9,666 | — | 46.19 | 3/4/2020 | ||||||||||||||||
9,666 | — | 37.18 | 3/4/2020 | ||||||||||||||||
9,666 | — | 47.35 | 3/4/2020 | ||||||||||||||||
9,666 | — | 71.62 | 3/4/2020 | ||||||||||||||||
9,666 | — | 72.45 | 3/4/2021 | ||||||||||||||||
9,666 | — | 71.35 | 3/4/2021 | ||||||||||||||||
9,666 | — | 62.01 | 3/4/2021 | ||||||||||||||||
9,666 | — | 64.22 | 3/4/2021 | ||||||||||||||||
3,866 | 967 | (8) | 72.42 | 3/2/2022 | |||||||||||||||
3,866 | 967 | (8) | 62.43 | 3/2/2022 | |||||||||||||||
3,866 | 967 | (8) | 63.72 | 3/2/2022 | |||||||||||||||
3,866 | 967 | (8) | 66.62 | 3/2/2022 | |||||||||||||||
4,500 | 3,000 | (9) | 68.17 | 3/4/2023 | |||||||||||||||
4,500 | 3,000 | (9) | 77.51 | 3/4/2023 | |||||||||||||||
4,500 | 3,000 | (9) | 84.69 | 3/4/2023 | |||||||||||||||
4,500 | 3,000 | (9) | 92.10 | 3/4/2023 | |||||||||||||||
3,000 | 4,500 | (10) | 89.27 | 3/4/2024 | |||||||||||||||
3,000 | 4,500 | (10) | 80.79 | 3/4/2024 | |||||||||||||||
3,000 | 4,500 | (10) | 80.23 | 3/4/2024 | |||||||||||||||
3,000 | 4,500 | (10) | 72.90 | 3/4/2024 | |||||||||||||||
1,500 | 6,000 | (11) | 72.25 | 3/4/2025 | |||||||||||||||
1,500 | 6,000 | (11) | 69.73 | 3/4/2025 |
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2017 Proxy Statement | 35 |
Option Awards | Stock Awards | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(2) ($) | |||||||||||||
1,500 | 6,000 | (11) | 62.49 | 3/4/2025 | |||||||||||||||
1,500 | 6,000 | (11) | 55.63 | 3/4/2025 | |||||||||||||||
— | 12,500 | (12) | 50.83 | 3/4/2026 | |||||||||||||||
— | 12,500 | (12) | 57.11 | 3/4/2026 | |||||||||||||||
— | 12,500 | (12) | 58.88 | 3/4/2026 | |||||||||||||||
— | 12,500 | (12) | 63.44 | 3/4/2026 | |||||||||||||||
Matthew R. Cenac(16) | 194 | — | 28.41 | 3/4/2019 | 5,800 | (3) | 413,424 | ||||||||||||
Former Executive Vice President | 194 | — | 44.95 | 3/4/2019 | 400 | (13) | 28,512 | ||||||||||||
and Chief Financial Officer | 194 | — | 43.09 | 3/4/2019 | 5,100 | (4) | 363,528 | ||||||||||||
194 | — | 42.40 | 3/4/2019 | 400 | (14) | 28,512 | |||||||||||||
451 | — | 46.18 | 3/4/2020 | 4,100 | (5) | 292,248 | |||||||||||||
451 | — | 37.16 | 3/4/2020 | 400 | (15) | 28,512 | |||||||||||||
451 | — | 47.33 | 3/4/2020 | 3,100 | (6) | 220,968 | |||||||||||||
1,127 | — | 71.62 | 3/4/2020 | 1,900 | (7) | 135,432 | |||||||||||||
1,611 | — | 72.45 | 3/4/2021 | ||||||||||||||||
1,611 | — | 71.35 | 3/4/2021 | ||||||||||||||||
1,611 | — | 62.01 | 3/4/2021 | ||||||||||||||||
1,611 | — | 64.22 | 3/4/2021 | ||||||||||||||||
1,288 | 323 | (8) | 72.42 | 3/2/2022 | |||||||||||||||
1,288 | 323 | (8) | 62.43 | 3/2/2022 | |||||||||||||||
1,288 | 323 | (8) | 63.72 | 3/2/2022 | |||||||||||||||
1,288 | 323 | (8) | 66.62 | 3/2/2022 | |||||||||||||||
900 | 600 | (9) | 68.17 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 77.51 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 84.69 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 92.10 | 3/4/2023 | |||||||||||||||
500 | 750 | (10) | 89.27 | 3/4/2024 | |||||||||||||||
500 | 750 | (10) | 80.79 | 3/4/2024 | |||||||||||||||
500 | 750 | (10) | 80.23 | 3/4/2024 | |||||||||||||||
500 | 750 | (10) | 72.90 | 3/4/2024 | |||||||||||||||
300 | 1,200 | (11) | 72.25 | 3/4/2025 | |||||||||||||||
300 | 1,200 | (11) | 69.73 | 3/4/2025 | |||||||||||||||
300 | 1,200 | (11) | 62.49 | 3/4/2025 | |||||||||||||||
300 | 1,200 | (11) | 55.63 | 3/4/2025 | |||||||||||||||
— | 2,500 | (12) | 50.83 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 57.11 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 58.88 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 63.44 | 3/4/2026 | |||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price(2) ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(3) ($) | ||||||||||||
Richard Ryan | — | 596 | (9) | 28.41 | 3/4/2019 | 1,200 | (4) | 109,440 | ||||||||||
Senior Vice President | — | 596 | (9) | 44.95 | 3/4/2019 | 3,820 | (5) | 348,384 | ||||||||||
and Chief Financial | — | 596 | (9) | 43.09 | 3/4/2019 | 2,900 | (6) | 264,480 | ||||||||||
Officer | — | 596 | (9) | 42.40 | 3/4/2019 | 1,900 | (7) | 173,280 | ||||||||||
— | 1,288 | (10) | 46.19 | 3/4/2020 | 1,200 | (8) | 109,440 | |||||||||||
— | 1,288 | (10) | 37.18 | 3/4/2020 | ||||||||||||||
— | 1,288 | (10) | 47.34 | 3/4/2020 | ||||||||||||||
1,934 | 1,288 | (10) | 71.62 | 3/4/2020 | ||||||||||||||
1,288 | 1,934 | (11) | 72.45 | 3/4/2021 | ||||||||||||||
1,288 | 1,934 | (11) | 71.35 | 3/4/2021 | ||||||||||||||
— | 1,934 | (11) | 62.01 | 3/4/2021 | ||||||||||||||
— | 1,934 | (11) | 64.22 | 3/4/2021 | ||||||||||||||
322 | 1,289 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
322 | 1,289 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
322 | 1,289 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
322 | 1,289 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 1,500 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 92.10 | 3/4/2023 | ||||||||||||||
Oivind Lorentzen | 3,866 | — | 13.87 | 5/19/2014 | 4,000 | (4) | 364,800 | |||||||||||
Chief Executive Officer | 3,866 | — | 32.51 | 6/27/2015 | 6,000 | (5) | 547,200 | |||||||||||
3,866 | — | 47.01 | 5/17/2016 | 12,000 | (14) | 1,094,400 | ||||||||||||
3,866 | — | 57.94 | 5/17/2017 | 6,000 | (6) | 547,200 | ||||||||||||
3,866 | — | 53.15 | 3/4/2018 | 6,000 | (7) | 547,200 | ||||||||||||
3,866 | — | 40.14 | 5/13/2019 | 4,000 | (8) | 364,800 | ||||||||||||
3,866 | — | 39.53 | 5/20/2020 | |||||||||||||||
3,866 | 5,800 | (11) | 72.45 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 71.35 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 62.01 | 3/4/2021 | ||||||||||||||
3,866 | 5,800 | (11) | 64.22 | 3/4/2021 | ||||||||||||||
966 | 3,867 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 7,500 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 92.10 | 3/4/2023 | ||||||||||||||
966 | 3,867 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
966 | 3,867 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 7,500 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 7,500 | (13) | 92.10 | 3/4/2023 |
![]() | ||
36 | 2017 Proxy Statement |
40
Option Awards | Stock Awards | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(2) ($) | |||||||||||||
Eric Fabrikant | 805 | — | 58.15 | 3/4/2018 | 6,000 | (3) | 427,680 | ||||||||||||
Co-Chief Operating Officer | 805 | — | 53.14 | 3/4/2018 | 600 | (13) | 42,768 | ||||||||||||
805 | — | 48.64 | 3/4/2018 | 5,400 | (4) | 384,912 | |||||||||||||
805 | — | 30.24 | 3/4/2018 | 600 | (14) | 42,768 | |||||||||||||
805 | — | 28.41 | 3/4/2019 | 4,600 | (5) | 327,888 | |||||||||||||
805 | — | 44.95 | 3/4/2019 | 600 | (15) | 42,768 | |||||||||||||
805 | — | 43.09 | 3/4/2019 | 3,800 | (6) | 270,864 | |||||||||||||
805 | — | 42.40 | 3/4/2019 | 2,400 | (7) | 171,072 | |||||||||||||
1,127 | — | 46.18 | 3/4/2020 | ||||||||||||||||
1,127 | — | 37.16 | 3/4/2020 | ||||||||||||||||
1,127 | — | 47.33 | 3/4/2020 | ||||||||||||||||
1,127 | — | 71.62 | 3/4/2020 | ||||||||||||||||
1,127 | — | 72.45 | 3/4/2021 | ||||||||||||||||
1,127 | — | 71.35 | 3/4/2021 | ||||||||||||||||
1,127 | — | 62.01 | 3/4/2021 | ||||||||||||||||
1,127 | — | 64.22 | 3/4/2021 | ||||||||||||||||
1,030 | 258 | (8) | 72.43 | 3/2/2022 | |||||||||||||||
1,030 | 258 | (8) | 62.43 | 3/2/2022 | |||||||||||||||
1,030 | 258 | (8) | 63.71 | 3/2/2022 | |||||||||||||||
1,030 | 258 | (8) | 66.62 | 3/2/2022 | |||||||||||||||
900 | 600 | (9) | 68.17 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 77.51 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 84.69 | 3/4/2023 | |||||||||||||||
900 | 600 | (9) | 92.10 | 3/4/2023 | |||||||||||||||
600 | 900 | (10) | 89.27 | 3/4/2024 | |||||||||||||||
600 | 900 | (10) | 80.79 | 3/4/2024 | |||||||||||||||
600 | 900 | (10) | 80.23 | 3/4/2024 | |||||||||||||||
600 | 900 | (10) | 72.90 | 3/4/2024 | |||||||||||||||
500 | 2,000 | (11) | 72.25 | 3/4/2025 | |||||||||||||||
500 | 2,000 | (11) | 69.73 | 3/4/2025 | |||||||||||||||
500 | 2,000 | (11) | 62.49 | 3/4/2025 | |||||||||||||||
500 | 2,000 | (11) | 55.63 | 3/4/2025 | |||||||||||||||
— | 5,000 | (12) | 50.83 | 3/4/2026 | |||||||||||||||
— | 5,000 | (12) | 57.11 | 3/4/2026 | |||||||||||||||
— | 5,000 | (12) | 58.88 | 3/4/2026 | |||||||||||||||
— | 5,000 | (12) | 63.44 | 3/4/2026 | |||||||||||||||
John Gellert(17) | 9,666 | — | 58.54 | 3/4/2017 | 12,700 | (3) | 905,256 | ||||||||||||
Former Co-Chief Operating | 9,666 | — | 57.70 | 3/4/2017 | 11,200 | (4) | 798,336 | ||||||||||||
Officer | 9,666 | — | 52.61 | 3/4/2017 | 8,200 | (5) | 584,496 |
![]() | ||
2017 Proxy Statement | 37 |
Option Awards | Stock Awards | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(2) ($) | |||||||||||||
9,666 | — | 54.76 | 3/4/2017 | 5,000 | (6) | 356,400 | |||||||||||||
9,666 | — | 58.15 | 3/4/2018 | 2,000 | (7) | 142,560 | |||||||||||||
9,666 | — | 53.15 | 3/4/2018 | ||||||||||||||||
9,666 | — | 48.65 | 3/4/2018 | ||||||||||||||||
9,666 | — | 28.44 | 3/4/2019 | ||||||||||||||||
9,666 | — | 44.96 | 3/4/2019 | ||||||||||||||||
9,666 | — | 43.11 | 3/4/2019 | ||||||||||||||||
9,666 | — | 42.42 | 3/4/2019 | ||||||||||||||||
11,277 | — | 46.19 | 3/4/2020 | ||||||||||||||||
11,277 | — | 37.18 | 3/4/2020 | ||||||||||||||||
11,277 | — | 47.35 | 3/4/2020 | ||||||||||||||||
11,277 | — | 71.62 | 3/4/2020 | ||||||||||||||||
11,277 | — | 72.45 | 3/4/2021 | ||||||||||||||||
11,277 | — | 71.35 | 3/4/2021 | ||||||||||||||||
11,277 | — | 62.01 | 3/4/2021 | ||||||||||||||||
11,277 | — | 64.22 | 3/4/2021 | ||||||||||||||||
2,577 | 645 | (8) | 72.42 | 3/2/2022 | |||||||||||||||
2,577 | 645 | (8) | 62.43 | 3/2/2022 | |||||||||||||||
2,577 | 645 | (8) | 63.72 | 3/2/2022 | |||||||||||||||
2,577 | 645 | (8) | 66.62 | 3/2/2022 | |||||||||||||||
3,000 | 2,000 | (9) | 68.17 | 3/4/2023 | |||||||||||||||
3,000 | 2,000 | (9) | 77.51 | 3/4/2023 | |||||||||||||||
3,000 | 2,000 | (9) | 84.69 | 3/4/2023 | |||||||||||||||
3,000 | 2,000 | (9) | 92.10 | 3/4/2023 | |||||||||||||||
1,800 | 2,700 | (10) | 89.27 | 3/4/2024 | |||||||||||||||
1,800 | 2,700 | (10) | 80.79 | 3/4/2024 | |||||||||||||||
1,800 | 2,700 | (10) | 80.23 | 3/4/2024 | |||||||||||||||
1,800 | 2,700 | (10) | 72.90 | 3/4/2024 | |||||||||||||||
950 | 3,800 | (11) | 72.25 | 3/4/2025 | |||||||||||||||
950 | 3,800 | (11) | 69.73 | 3/4/2025 | |||||||||||||||
950 | 3,800 | (11) | 62.49 | 3/4/2025 | |||||||||||||||
950 | 3,800 | (11) | 55.63 | 3/4/2025 | |||||||||||||||
— | 2,500 | (12) | 50.83 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 57.11 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 58.88 | 3/4/2026 | |||||||||||||||
— | 2,500 | (12) | 63.44 | 3/4/2026 | |||||||||||||||
Bruce Weins | 96 | — | 46.15 | 3/4/2020 | 2,670 | (3) | 190,318 | ||||||||||||
Senior Vice President and Chief | 96 | — | 37.13 | 3/4/2020 | 2,330 | (4) | 166,082 | ||||||||||||
Accounting Officer | 96 | — | 47.31 | 3/4/2020 | 1,850 | (5) | 131,868 |
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price(2) ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(3) ($) | ||||||||||||
Paul Robinson | — | 225 | (9) | 28.43 | 3/4/2019 | 1,400 | (4) | 127,680 | ||||||||||
Senior Vice President, | — | 225 | (9) | 44.96 | 3/4/2019 | 4,160 | (5) | 379,392 | ||||||||||
General Counsel and | — | 225 | (9) | 43.10 | 3/4/2019 | 3,100 | (6) | 282,720 | ||||||||||
Secretary | — | 225 | (9) | 42.41 | 3/4/2019 | 2,100 | (7) | 191,520 | ||||||||||
— | 1,288 | (10) | 46.19 | 3/4/2020 | 1,400 | (8) | 127,680 | |||||||||||
— | 1,288 | (10) | 37.18 | 3/4/2020 | ||||||||||||||
— | 1,288 | (10) | 47.34 | 3/4/2020 | ||||||||||||||
— | 1,289 | (10) | 71.62 | 3/4/2020 | ||||||||||||||
— | 1,934 | (11) | 72.45 | 3/4/2021 | ||||||||||||||
— | 1,934 | (11) | 71.35 | 3/4/2021 | ||||||||||||||
— | 1,934 | (11) | 62.01 | 3/4/2021 | ||||||||||||||
— | 1,934 | (11) | 64.22 | 3/4/2021 | ||||||||||||||
— | 1,289 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
— | 1,289 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
— | 1,289 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
— | 1,289 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 1,500 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 1,500 | (13) | 92.10 | 3/4/2023 | �� | |||||||||||||
Dick Fagerstal | — | 644 | (9) | 28.43 | 3/4/2019 | 1,000 | (4) | 91,200 | ||||||||||
Senior Vice President | — | 644 | (9) | 44.96 | 3/4/2019 | 3,400 | (5) | 310,080 | ||||||||||
Corporate Development and | — | 644 | (9) | 43.11 | 3/4/2019 | 2,600 | (6) | 237,120 | ||||||||||
Finance | — | 644 | (9) | 42.42 | 3/4/2019 | 1,800 | (7) | 164,160 | ||||||||||
— | 1,546 | (10) | 46.19 | 3/4/2020 | 1,000 | (8) | 91,200 | |||||||||||
— | 1,546 | (10) | 37.18 | 3/4/2020 | ||||||||||||||
— | 1,546 | (10) | 47.35 | 3/4/2020 | ||||||||||||||
— | 1,547 | (10) | 71.62 | 3/4/2020 | ||||||||||||||
— | 2,320 | (11) | 72.45 | 3/4/2021 | ||||||||||||||
— | 2,320 | (11) | 71.35 | 3/4/2021 | ||||||||||||||
— | 2,320 | (11) | 62.01 | 3/4/2021 | ||||||||||||||
— | 2,320 | (11) | 64.22 | 3/4/2021 | ||||||||||||||
— | 1,804 | (12) | 72.42 | 3/2/2022 | ||||||||||||||
— | 1,804 | (12) | 62.43 | 3/2/2022 | ||||||||||||||
— | 1,804 | (12) | 63.72 | 3/2/2022 | ||||||||||||||
— | 1,804 | (12) | 66.62 | 3/2/2022 | ||||||||||||||
— | 2,000 | (13) | 68.17 | 3/4/2023 | ||||||||||||||
— | 2,000 | (13) | 77.51 | 3/4/2023 | ||||||||||||||
— | 2,000 | (13) | 84.69 | 3/4/2023 | ||||||||||||||
— | 2,000 | (13) | 92.10 | 3/4/2023 |
![]() | ||
38 | 2017 Proxy Statement |
Option Awards | Stock Awards | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(2) ($) | |||||||||||||
96 | — | 71.62 | 3/4/2020 | 1,300 | (6) | 92,664 | |||||||||||||
387 | — | 72.45 | 3/4/2021 | 700 | (7) | 49,896 | |||||||||||||
387 | — | 71.35 | 3/4/2021 | ||||||||||||||||
387 | — | 62.01 | 3/4/2021 | ||||||||||||||||
387 | — | 64.22 | 3/4/2021 | ||||||||||||||||
386 | 194 | (8) | 72.43 | 3/2/2022 | |||||||||||||||
386 | 194 | (8) | 62.43 | 3/2/2022 | |||||||||||||||
386 | 194 | (8) | 63.71 | 3/2/2022 | |||||||||||||||
386 | 194 | (8) | 66.62 | 3/2/2022 | |||||||||||||||
400 | 400 | (9) | 68.17 | 3/4/2023 | |||||||||||||||
400 | 400 | (9) | 77.51 | 3/4/2023 | |||||||||||||||
600 | 400 | (9) | 84.69 | 3/4/2023 | |||||||||||||||
600 | 400 | (9) | 92.10 | 3/4/2023 | |||||||||||||||
440 | 660 | (10) | 89.27 | 3/4/2024 | |||||||||||||||
440 | 660 | (10) | 80.79 | 3/4/2024 | |||||||||||||||
440 | 660 | (10) | 80.23 | 3/4/2024 | |||||||||||||||
440 | 660 | (10) | 72.90 | 3/4/2024 | |||||||||||||||
225 | 900 | (11) | 72.25 | 3/4/2025 | |||||||||||||||
225 | 900 | (11) | 69.73 | 3/4/2025 | |||||||||||||||
225 | 900 | (11) | 62.49 | 3/4/2025 | |||||||||||||||
225 | 900 | (11) | 55.63 | 3/4/2025 | |||||||||||||||
— | 1,500 | (12) | 50.83 | 3/4/2026 | |||||||||||||||
— | 1,500 | (12) | 57.11 | 3/4/2026 | |||||||||||||||
— | 1,500 | (12) | 58.88 | 3/4/2026 | |||||||||||||||
— | 1,500 | (12) | 63.44 | 3/4/2026 |
(1) | Options vest incrementally at a rate of one-fifth per year. |
The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of the |
(3) | These shares vested on March 4, |
41
These shares will vest on March 4, 2018, assuming continued employment or directorship with the Company. |
(5) | These shares will vest on March 4, 2019, assuming continued employment or directorship with the Company. |
(6) | These shares will vest on March 4, 2020, assuming continued employment or directorship with the Company. |
(7) | These shares will vest on March 4, 2021, assuming continued employment or directorship with the Company. |
(8) | These options vested on March 4, |
(9) | These options |
(10) | These options |
(11) | These options |
![]() | ||
2017 Proxy Statement | 39 |
(12) | These options |
(13) | These shares vested on May 27, 2017. |
(14) | These shares will vest on |
(15) | These shares will vest on May 27, 2019, assuming continued employment or directorship with the Company. |
(16) | In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Cenac vested. |
(17) | In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Gellert vested. |
2016)
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | ||||||||
Charles Fabrikant | — | — | — | — | ||||||||
Executive Chairman | ||||||||||||
Richard Ryan | 9,855 | 216,155 | — | — | ||||||||
Senior Vice President and Chief Financial Officer | ||||||||||||
Oivind Lorentzen | 3,866 | 250,478 | — | — | ||||||||
Chief Executive Officer | ||||||||||||
Paul Robinson | 16,367 | 295,812 | — | — | ||||||||
Senior Vice President, General Counsel and Secretary | ||||||||||||
Dick Fagerstal | 27,832 | 947,359 | — | — | ||||||||
Senior Vice President Corporate Development and Finance |
Option Awards | Stock Awards | |||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | ||||||
Charles Fabrikant | 9,666 | 70,028 | 24,800 | 1,260,584 | ||||||
Executive Chairman and Chief Executive Officer | ||||||||||
Matthew Cenac | — | — | 5,000 | 256,694 | ||||||
Former Executive Vice President and Chief Financial Officer | ||||||||||
Eric Fabrikant | — | — | 4,700 | 242,717 | ||||||
Co-Chief Operating Officer | ||||||||||
John Gellert | 9,666 | 65,350 | 14,700 | 747,201 | ||||||
Former Co-Chief Operating Officer | ||||||||||
Bruce Weins | — | — | 2,330 | 118,434 | ||||||
Senior Vice President and Chief Accounting Officer |
(1) | The value realized on the exercise of stock options is based on the difference between the exercise price and the market price on the date of exercise. |
(2) | The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting. |
43
![]() | ||
2017 Proxy Statement | 41 |
2016)
Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | ||||||||||
Charles Fabrikant | — | — | — | — | — | ||||||||||
Executive Chairman | |||||||||||||||
Richard Ryan(1) | 569 | — | 1,444 | — | 9,856 | ||||||||||
Senior Vice President and Chief Financial Officer | |||||||||||||||
Oivind Lorentzen | — | — | — | — | — | ||||||||||
Chief Executive Officer | |||||||||||||||
Paul Robinson | — | — | — | — | — | ||||||||||
Senior Vice President, General Counsel and Secretary | |||||||||||||||
Dick Fagerstal | — | — | — | — | — | ||||||||||
Senior Vice President Corporate Development and Finance |
Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | ||||||||||
Charles Fabrikant | — | — | — | — | — | ||||||||||
Executive Chairman and Chief Executive Officer | |||||||||||||||
Matthew Cenac | — | — | — | — | — | ||||||||||
Former Executive Vice President and Chief Financial Officer | |||||||||||||||
Eric Fabrikant | — | — | — | — | — | ||||||||||
Co-Chief Operating Officer | |||||||||||||||
John Gellert | — | — | 1,589 | — | 19,590 | ||||||||||
Former Co-Chief Operating Officer | |||||||||||||||
Bruce Weins | — | — | 1,508 | — | 20,163 | ||||||||||
Senior Vice President and Chief Accounting Officer |
![]() | ||
42 | 2017 Proxy Statement |
44
Name | Bonus Awards(1) ($) | Option Awards(2) ($) | Stock Awards(3) ($) | Total ($) | ||||||||
Charles Fabrikant | 2,937,161 | 2,285,468 | 5,070,720 | 10,293,349 | ||||||||
Executive Chairman | ||||||||||||
Richard Ryan | 910,767 | 708,555 | 1,005,024 | 2,624,346 | ||||||||
Senior Vice President and Chief Financial Officer | ||||||||||||
Oivind Lorentzen | 1,824,151 | 1,259,083 | 3,465,600 | 6,548,834 | ||||||||
Chief Executive Officer | ||||||||||||
Paul Robinson | 791,514 | 632,136 | 1,108,992 | 2,532,642 | ||||||||
Senior Vice President, General Counsel and Secretary | ||||||||||||
Dick Fagerstal | 569,191 | 869,792 | 893,760 | 2,332,743 | ||||||||
Senior Vice President Corporate Development and Finance |
2016.
Name | Bonus Awards(1) ($) | Option Awards(2) ($) | Stock Awards(3) ($) | Total ($) | ||||||||
Charles Fabrikant | 993,070 | 871,395 | 4,904,064 | 6,768,529 | ||||||||
Executive Chairman and Chief Executive Officer | ||||||||||||
Matthew Cenac | 474,048 | 177,010 | 1,511,136 | 2,162,194 | ||||||||
Former Executive Vice President and Chief Financial Officer | ||||||||||||
Eric Fabrikant | 521,445 | 333,585 | 1,710,720 | 2,565,750 | ||||||||
Co-Chief Operating Officer | ||||||||||||
John Gellert | 247,825 | 255,722 | 2,787,048 | 3,290,595 | ||||||||
Former Co-Chief Operating Officer | ||||||||||||
Bruce Weins | 198,591 | 111,015 | 630,828 | 940,434 | ||||||||
Senior Vice President and Chief Accounting Officer |
(1) | As described in footnote 1 to Table I, sixty percent (60%) of a bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the award. The amount in this table represents the total of all remaining annual installments and any accrued interest yet to be paid as of December 31, |
(2) | The dollar amount in this column reflects the accumulated value based on the difference between the strike prices and the closing price of the Common Stock on December 31, |
(3) | The dollar amount in this column reflects the closing price of the Common Stock on December 31, |
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Voting. The affirmative vote of a majority of the votes present (in person or by proxy) at the Annual Meeting is required to approve the compensation paid by the Company to the Named Executive Officers as described in this Proxy Statement. Abstentions and broker non-votes will not be counted as votes cast FOR or AGAINST the proposal.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAID BY THE COMPANY TO THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
The Board unanimously recommends a vote FOR the approval on a non-binding, advisory basis, of the compensation of our Named Executive Officers, as disclosed in this Proxy Statement. |
REAPPROVAL
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The following paragraphs summarize the material features of the MIP, as it is proposed to be adopted. This summary is qualified in its entirety by references to the full text of the MIP, which is attached hereto as Appendix A.
Eligibility
Executive employees who are, or are expected to be, “covered employees” under Section 162(m) of the Code and other key members of management of the Company and its subsidiaries, selected in the sole discretion of the Compensation Committee and/or the Board of Directors, are eligible to participate in the MIP. It is expected that approximately 15 employees will be eligible to participate in the MIP.
Administration
The MIP will be administered by the Compensation Committee, consisting of not less than two members of the Board, each of whom must be an “outside director” as defined in Section 162(m) of the Code. The Compensation Committee will have full power to administer and interpret the MIP.
Performance Periods and Performance Goals
A participant may be designated as being eligible to receive an incentive cash bonus with respect to an annual performance period (“Annual Bonus”). The maximum Annual Bonus payable to any participant is $6 million. Unless otherwise determined by the Compensation Committee or the Board, the annual performance period will begin on January 1 of each calendar year and end on December 31 of that calendar year. No later than 90 days after the beginning of each performance period, but in no event after 25% of the performance period, the Compensation Committee and/or the Board will establish (i) performance goals for such annual performance period; (ii) the performance measures to be used to measure the performance goals in terms of an objective formula or standard; (iii) the method for computing the amount of compensation payable to each participant if such performance goals are obtained; and (iv) the participants or class of participants to which such performance goals apply.
The performance goals are specific targets and objectives established by the Compensation Committee. These performance goals will primarily be based on the earnings before interest, taxes, depreciation, amortization and non-cash items based on the performance of the Company, or any business or division thereof, but may also be based on one or more of the following performance measures individually or in combination, based on the performance of the Company, or any business or division thereof: (i) revenue growth, (ii) earnings, (iii) operating income; (iv) pre- or after-tax income; (v) cash flow (before or after dividends); (vi) cash flow per share (before or after dividends); (vii) earnings per share; (viii) return on equity; (ix) return on capital (including return on total capital or return on invested capital); (x) cash flow return on investment; (xi) return on assets; (xii) economic value added (or an
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equivalent metric); (xiii) market share or penetration; (xiv) share price performance; (xv) total shareholder return; (xvi) improvement in or attainment of expense levels or expenses ratios; (xvii) employee satisfaction; (xviii) customer satisfaction; (xix) customer retention; (xx) rating agency ratings and (xxi) attainment of strategic and/or organizational development goals.
Performance goals may also be based on comparisons to the performance of other companies or an index covering multiple companies, measured by one or more of the foregoing performance measures.
As soon as reasonably practical following the completion of each annual performance period, the Compensation Committee shall confirm which of the applicable performance goals, if any, have been achieved and the amount of bonuses payable as a result. The evaluation of performance measures against the performance goals may (A) be adjusted consistent with exclusions or adjustments provided for in the Company’s financing agreements, or (B) exclude or adjust for the impact of certain events or occurrences that were not budgeted or planned for in setting the goals, including but not limited to changes in accounting standards or tax laws and the effects of non-operational or extraordinary items as defined by generally accepted accounting principles. The Annual Bonus shall be paid to each participant within a reasonable period of time after the end of the annual performance period.
The Compensation Committee may not increase any Annual Bonus payable. The Compensation Committee may, however, reduce or eliminate any Annual Bonus payable; provided, however, that such action will not result in any increase in the amount of any Annual Bonus payable to any other MIP participant.
Authority
The Compensation Committee has the power to establish rules for its administration, including, without limitation, rules regarding the impact of employment termination during the performance period and prior to the date the Annual Bonus is paid.
Payment of Incentive Awards
The Annual Bonus will be paid to each participant within a reasonable period of time after the end of the performance period.
Amendment or Termination of MIP
The Board may, at any time, or from time to time, amend, suspend or terminate the MIP at any time, subject to any shareholder approval requirements of Section 162(m) of the Code.
Federal Income Tax Consequences
Under present federal income tax law, participants will generally realize ordinary income equal to the amount of the award received in the year of receipt. That income will be subject to applicable income and employment tax withholding by the Company. The Company will generally receive a deduction for the amount constituting ordinary income to the participant, provided that the MIP satisfies the requirements of Section 162(m) of the Code, which limits the deductibility of non-performance related compensation paid to certain corporate executives, and otherwise satisfies the requirements for deductibility under federal income tax law. The Compensation Committee considers the benefits Section 162(m) of the Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approve compensation that is not deductible under Section 162(m) of the Code if it determines that it is in our best interest not to do so.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR REAPPROVAL OF THE MANAGEMENT INCENTIVE PLAN.
APPROVAL OF THE SEACOR HOLDINGS INC. 2014 SHARE INCENTIVE PLAN
The Board has adopted the SEACOR Holdings Inc. 2014 Share Incentive Plan (referred to herein as the “Plan”), subject to the approval of our stockholders. If the Plan is approved by our stockholders, no future equity awards will be made pursuant to the SEACOR Holdings Inc. 2007 Share Incentive Plan, the SEACOR Holdings Inc. 2007 Share
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Incentive Plan (as amended through March 11, 2009) or the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan (as amended through April 23, 2012) (collectively, the “Predecessor Plans”). All existing outstanding awards will remain subject to the applicable Predecessor Plan. The Plan, if approved, will expire in 2024. In the event that our stockholders do not approve the Plan, it will not become effective, no awards will be granted under the Plan, and the Predecessor Plans will continue in accordance with their terms as previously approved by our stockholders.
Summary of the Plan
Set forth below is a summary of the principal features of the Plan. This summary is qualified in its entirety by reference to the terms of the Plan, a copy of which is included in this Proxy Statement as Appendix B.
Why We Believe You Should Vote for this Item
We believe our future success depends in partprovide input on our ability to attract, motivatecompensation policies and retain high quality employees, directors and consultants and that the ability to provide equity-based and/or incentive-based awards under the Plan is critical to achieving this success. We would be atprograms on a significant competitive disadvantage if we couldregular basis. This advisory vote, although not use stock-based awards to recruit and compensate these individuals. Replacing equity awards with cash would also increase cash compensation expense and use cash that would be better utilized if reinvested in our businesses or returned to our stockholders.
The use of our stock as part of our compensation program is also important to our continued success because we believe it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. Equity compensation aligns the compensation interests of our directors, employees and consultants with the investment interests of our stockholders and promotes a focusbinding on long-term value creation because our equity compensation awards can be subject to vesting and/or performance criteria.
The Plan permits the granting of (i) stock options, including incentive stock options (or ISOs) entitling the optionee to favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) stock appreciation rights (“SARs”), (iii) restricted stock, (iv) restricted stock units (“RSUs”), (iv) performance awards, and (v) other awards valued in whole or in part by reference to or otherwise based on our common stock (“Other Stock-Based Awards”). Each type of award is described below under “Types of Awards Under the Plan.” Each of the awards will be evidenced by an award document setting forth the applicable terms and conditions. Some of the key features of the Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection.
We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute shareholder equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.
As of April 2, 2014, only 29,684 shares remained available for issuance under the Predecessor Plans (net of 133,050 stock options to purchase shares that will be priced in substantially equal increments on June 4, 2014, September 4, 2014 and December 4, 2014). In 2013, we granted awards under the Predecessor Plans to 81 individuals covering 362,200 shares of our common stock, without taking into consideration the mandatory adjustment to previously granted awards resulting from the spin-off of Era Group. If the Plan is not approved, we will be compelled to increase significantly the cash component of our employee compensation, which may not align employee compensation interests with the investment interests of our stockholders as well as the alignment provided by equity-based awards.
If the Plan is approved, 1,000,000 shares (in addition to those remaining available under the Predecessor Plans) will be available for grant under the Plan. If the Plan is approved, no future awards will be granted under the Predecessor Plans. Based on the closing price for our common stock on April 2, 2014 of $87.42 per share, the aggregate market value as of April 2, 2014, of the 1,000,000 shares proposed to be issued under the Plan was $87,420,000.
Our long-term goal is to limit the annual average dilution from the Plan (which, if approved, will be our only equity incentive program available for future grants) to less than 10%. “Dilution” is measured as the total number of shares under all outstanding equity awards (i.e., share awards granted, less share award cancellations), as a percentage of the weighted average number of shares of common stock outstanding for that year. Over the past three years, our average annual dilution was 8.4%, 7.2% and 9.0% (for 2011, 2012 and 2013, respectively).
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Our “burn rate” measures the number of shares under outstanding equity awards granted during a given year (disregarding cancellations), as a percentage of the weighted average number of shares of common stock outstanding for that year. It measures the potential dilutive effect of annual equity grants. Over the past three years, the burn rate was of 3.6%, 2.5% and 3.0% (for 2011, 2012 and 2013, respectively). We believe that our three-year average burn rate is within the levels recommended by shareholder advisory groups on an overall basis when taking into account our business lines in multiple industry classifications.
Our “overhang rate” measures the total number of shares under all outstanding plan awards, plus the number of shares authorized for future plan awards, as a percentage of the shares of common stock outstanding for that year. It measures the potential dilutive effect of outstanding equity awards and future awards available for grant. Over the past three years, the overhang rate was 9.9%, 12.4% and 10.5% (for 2011, 2012 and 2013, respectively). If the Plan is approved by the stockholders, our overhang rate would be 14.76%, based on the number of shares of common stock outstanding as of April 2, 2014. The Plan would also result in a 4.42% increase in the “adjusted common stock outstanding,” which is the sum of the total number of shares under all outstanding awards and authorized for future plan awards (i.e., the overhang amount), plus the total number of shares of common stock outstanding.
If the Plan is approved, we intend to utilize the shares authorized under the Plan to continue our practice of incentivizing key individuals through annual equity grants. Based on our current projections, we anticipate that the shares requested under the Plan will last for approximately three years.
Plan Highlights
Double-Trigger Vesting. The Plan contains a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a change of control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the Plan and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change of control.
Independent Plan Administrator. The Compensation Committee, which is composed of independent directors, administers the Plan, and retains full discretion to determine the number and amount of awards to be granted under the Plan, subject to the terms of the Plan.
Reasonable Plan Limits. Subject to adjustment as described in the Plan, total awards under the Plan are limited to 1,000,000 shares of our common stock, plus any shares remaining available for issuance under the Predecessor Plans and any shares that are again available for issuance under the Plan or the Predecessor Plans. These shares may be shares of original issuance or treasury shares or a combination of the foregoing.
The Plan also provides that, subject to adjustment as described in the Plan:
Stockholder Approval of Material Amendments. The Plan requires us to seek stockholder approval for any material amendments to the Plan, such as materially increasing benefits accrued to participants and materially increasing the number of shares available.
Prohibition on the Repricing of Options and SARs. The Plan prohibits the repricing of outstanding stock options or SARs without stockholder approval (outside of certain corporate transactions or adjustment events described in the Plan). We have never repriced underwater stock options or SARs.
No Transfers of Awards for Value. The Plan requires that no awards granted under the Plan may be transferred for value, subject to exceptions for certain familial transfers.
No Discounted Stock Options or SARs. The Plan requires that the exercise price for newly-issued stock options or SARs be at least 100% of the per share “fair market value” (as defined in the Plan) on the date of grant.
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Prohibition of Dividends or Dividend Equivalents on Unvested Performance Awards. The Plan prohibits the current payment of dividends or dividend equivalents with respect to shares underlying performance-based awards prior to the achievement of the applicable performance objectives. Any such dividends or dividend equivalents will be deferred until and contingent upon the achievement of the underlying performance objectives.
Prohibition on Liberal Share Counting. The Plan does not permit adding back to the shares of common stock available for issuance under the Plan shares that were used to pay the exercise price of stock options or to cover withholding obligations.
Section 162(m)
The Code limits to $1.0 million per year the deduction allowed for federal income tax purposes for compensation paid to the Chief Executive Officer and certain other highly compensated executive officers of public companies (the “Deduction Limit”). The Deduction Limit applies to compensation that does not qualify for any of a limited number of exceptions. The Deduction Limit does not apply to compensation paid under a stockholder-approved plan that meets certain requirements for “qualified performance-based compensation.” The Compensation Committee considers the benefits Section 162(m) of the Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approve compensation that is not deductible under Section 162(m) of the Code if it determines that it is in our best interest not to do so.
Purpose
The Plan authorizes the Compensation Committee, or another committee designatedtaken into account by the Board and made upour Compensation Committee when determining the frequency of two or more non-employee directors and outside directors (as applicable, the “Committee”), to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining directors, employees and certain consultants and providing our directors, employees and such consultants incentives and rewards for superior performance.
The Plan is designed to comply with the requirements of applicable federal and state securities laws, and the Code, including allowing us to issue awards that may comply with the performance-based exclusion from the deduction limitations under Section 162(m) of the Code.
Shares Subject to the Plan
The Board has authorized the issuance of 1,000,000 shares of our common stock in connection with awards pursuant to the Plan. In addition, any shares remaining available for issuance under the Predecessor Plans and any shares that are again available for issuance under the Predecessor Plans are available for issuance in connection with awards pursuant to the Plan. No more than 1,000,000 of the total number of shares available for issuance under the Plan may be issued upon the exercise of ISOs. The number of shares with respect to awards (including options and SARs) that may be granted under the Plan to any individual participant in any single fiscal year may not exceed 200,000 shares, the maximum number of shares that may be paid to any individual participant in connection with awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code in respect of a single performance period may not exceed 200,000 (or the cash equivalent of such shares), and the number of shares with respect to awards (including options and SARs) that may be granted under the Plan to any individual non-employee member of the Board may not exceed 100,000 shares, each as subject to potential adjustment as described in the Plan.
Any shares of our common stock covered by an award granted under the Plan, which for any reason is canceled, forfeited or expires or, in the case of an award other than a stock option, is settled in cash, will again be available for awards under the Plan. However, (i) shares not issued or delivered as a result of the net settlement of an outstanding stock option or SAR and (ii) shares used to pay the exercise price or withholding taxes related to an outstanding award may not again be made available for delivery to participants under the Plan.
Subject to the Plan’s share counting rules, common stock covered by awards granted under the Plan will not be counted as used unless and until the shares are actually issued or transferred. However, common stock issued or transferred under awards granted under the Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, RSUs or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count
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against (or be added back to) the aggregate share limit or other Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Plan, under circumstances further described in the Plan, but will not count against the aggregate share limit or other Plan limits described above. The various limits described above are subject to potential adjustment as described in the Plan.
Plan Administration
The Plan is administered by the Committee. The Committee generally may select eligible employees to whom awards are granted, determine the types of awards to be granted and the number of shares covered by awards and set the terms and conditions of awards. The Committee’s determinations and interpretations under the Plan will be binding on all interested parties. The Committee may delegate to a subcommittee or to officers certain authority with respect to the granting of awards other than awards to certain officers and directors as specified in the Plan.
Eligibility
Awards may be made by the Committee to any of our employees or certain qualifying consultants, or to employees or certain qualifying consultants of our affiliates, or non-employee directors who are members of the Board or the board of directors of our affiliates; provided that ISOs may only be granted to our employees or employees of our affiliates. Currently, there are approximately 5,350 individuals whom we believe would be eligible to participate in the Plan subject to any necessary approvals by the Committee.
No Repricing Without Shareholder Approval
Except in connection with a corporate transaction or other adjustment event described in the Plan, repricing of underwater options and SARs is prohibited without stockholder approval under the Plan.
Types of Awards Under the Plan
Stock Options. Option rights may be granted that entitle the optionee to purchase shares of our common stock at a price not less than (except with respect to Substitute Awards described below) fair market value at the date of grant, and may be ISOs, nonqualified stock options, or combinations of the two. Stock options granted under the Plan will be subject to such terms and conditions, including exercise price and conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement. Payment in respect of the exercise of an option granted under the Plan may be made (i) in cash or its equivalent, or (ii) in the discretion of the Committee, by exchanging shares owned by the optionee (which are not the subject of any pledge or other security interest and which have been owned by such optionee for at least six months), or (iii) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, either through delivery of irrevocable instructions to a broker to sell the shares being acquired upon exercise of the option and to deliver promptly to us an amount equal to the aggregate exercise price or (iv) in the discretion of the Committee and subject to any conditions or limitations established by the Committee, by having us withhold from shares otherwise deliverable an amount equal to the aggregate option exercise price, or (v) by a combination of the foregoing, or (vi) by such other methods as may be approved by the Committee, provided that the combined value of all cash and cash equivalents and the fair market value of such shares so tendered to us or withheld as of the date of such tender or withholding is at least equal to the aggregate exercise price of the option. No stock option may be exercisable more than 10 years from the date of grant.
Stock Appreciation Rights. SARs granted under the Plan will be subject to such terms and conditions, including grant price and the conditions and limitations applicable to exercise thereof, as may be determined by the Committee and specified in the applicable award agreement. SARs may be granted in tandem with another award, in addition to another award, or freestanding and unrelated to another award. A SAR will entitle the participant to receive an amount equal to the excess of the fair market value of a share on the date of exercise of the SAR over the grant price thereof (which may not be (except with respect to Substitute Awards described below) less than fair market value on the date of grant). The Committee, in its sole discretion, will determine whether a SAR will be settled in cash, shares or a combination of cash and shares. No SAR may be exercisable more than 10 years from the date of grant. At the discretion of the Committee, SARs may, but need not be, intended to qualify as performance-based compensation.
Restricted Stock and Restricted Stock Units. Restricted stock and RSUs granted under the Plan will be subject to such terms and conditions, including the duration of the period during which, and the conditions, if any, under
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which, the restricted stock and restricted stock units may be forfeited to us, as may be determined by the Committee in its sole discretion. Each RSU will have a value equal to the fair market value of a share of our common stock. RSUs will be paid in cash, shares, other securities or other property, as determined by the Committee in its sole discretion, upon or after the lapse of the restrictions applicable thereto or otherwise in accordance with the applicable award agreement. Dividends paid on any Restricted Stock or dividend equivalents paid on any RSUs will be paid directly to the participant, withheld by us subject to vesting of the Restricted Stock or RSUs under the terms of the applicable award agreement, or may be reinvested in additional Restricted Stock or in additional RSUs, as determined by the Committee in its sole discretion.
Performance Awards. Performance awards granted under the Plan will consist of a right which is (i) denominated in cash or shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee will establish, and (iii) payable at such time and in such form as the Committee will determine. Subject to the terms of the Plan and any applicable award agreement, the Committee will determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award and the amount and kind of any payment or transfer to be made pursuant to any performance award. Performance awards may be paid in a lump sum or in installments following the close of the performance period (as set forth in the applicable award agreement) or, in accordance with procedures established by the Committee, on a deferred basis. The Committee may require or permit the deferral of the receipt of performance awards upon such terms as the Committee deems appropriate and in accordance with Section 409A of the Code.
Other Stock-Based Awards. In addition to the foregoing types of awards, the Committee will have authority to grant to participants an “other stock-based award” (as defined in the Plan), which will consist of any right which is (i) not a stock option, SAR, restricted stock or RSU or performance award and (ii) an award of shares or an award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our common stock (including, without limitation, securities convertible into shares of our common stock), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable award agreement, the Committee will determine the terms and conditions of any such other stock-based award, including the price, if any, at which securities may be purchased pursuant to any other stock-based award granted under the Plan.
Dividend Equivalents. In the sole discretion of the Committee, an award (other than options or SARs), whether made as another stock-based award or as any other type of award issuable under the Plan, may provide the participant with the right to receive dividends or dividend equivalents, payable in cash, shares, other securities or other property and on a current or deferred basis. However, for awards with respect to which any applicable performance criteria or goals have not been achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the extent the underlying award vests.
Performance Criteria
The Plan requires that the Committee establish measurable “Performance Criteria” for purposes of any award under the Plan that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Performance Criteria that will be used to establish such performance goal(s) will be based on one or more, or a combination of, the following: (i) return on net assets; (ii) pretax income before allocation of corporate overhead and bonus; (iii) budget; (iv) net income; (v) division, group or corporate financial goals; (vi) return on stockholders’ equity; (vii) return on assets; (viii) return on capital; (ix) revenue; (x) profit margin; (xi) earnings per Share; (xii) net earnings; (xiii) operating earnings; (xiv) free cash flow; (xv) attainment of strategic and operational initiatives; (xvi) appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; (xvii) market share; (xviii) gross profits; (xix) earnings before interest and taxes; (xx) earnings before interest, taxes, depreciation and amortization; (xxi) operating expenses; (xxii) capital expenses; (xxiii) enterprise value; (xxiv) equity market capitalization; (xxv) sales; (xxvi) net sales; (xxvii) market share; (xxviii) economic value-added models and comparisons with various stock market indices; or (xxix) reductions in costs. To the extent required under Section 162(m) of the Code, the Committee will, within the first 90 days of a performance period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such performance period. Performance awards can be granted that either are intended to or not intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
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Amendments
The Board may amend the Plan from time to time without further approval by our stockholders, except where (i) the amendment would materially increase the benefits accruing to participants under the Plan, (ii) the amendment would materially increase the number of securities which may be issued under the Plan, or (iii) stockholder approval is required by applicable law or securities exchange rules and regulations, and provided that no such action that would adversely affect the rights of any participant with respect to awards previously granted under the Plan will be effective without the participant’s consent.
Transferability
Each award, and each right under any award, will be exercisable only by the participant during the participant’s lifetime, or, if permissible under applicable law, by the participant’s guardian or legal representative, and no award may be sold, assigned, pledged, attached, alienated or otherwise transferred or encumbered by a participant, other than by will or by the laws of descent and distribution, and any such purported sale, assignment, pledge, attachment, alienation, transfer or encumbrance will be void and unenforceable against us or any affiliate; provided that the designation of a beneficiary will not constitute a sale, assignment, pledge, attachment, alienation, transfer or encumbrance. In no event will any award granted under the Plan be transferred for value. However, the Committee may permit the transferability of an award under the Plan by a participant to certain members of the participant’s immediate family or trusts for the benefit of such persons or other entities owned by such persons.
Adjustments
The number and kind of shares covered by outstanding awards and available for issuance or transfer (and Plan limits) under the Plan and, if applicable, the prices per share applicable thereto, are subject to adjustment in the event of dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of ours, issuance of warrants or other rights to purchase our shares or other securities, or other corporate transaction or event. In the event of any such transaction, the Committee may, in its discretion, adjust to prevent dilution or enlargement of benefits (i) the number of our shares or other securities (or number and kind of other securities or property) with respect to which awards may be granted, (ii) the number of our shares or other securities of (or number and kind of other securities or property) subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the case of options and SARs will equal the excess, if any, of the fair market value of the shares subject to such options or SARs over the aggregate exercise price or grant price of such options or SARs. However, such adjustment to the Plan limits will be made only if and to the extent that such adjustment would not cause any ISO to fail to so qualify.
Change of Control
Unless a Replacement Award (as defined in the Plan) is provided to the participant, in the event of a Change of Control (as defined in the Plan), unless otherwise (i) determined by the Committee at the date of grant, (ii) set forth in the applicable award agreement, or (iii) provided in an individual severance or employment agreement to which a participant is a party, each then-outstanding option and SAR will become fully vested and exercisable and the restrictions applicable to each outstanding restricted stock award, restricted stock unit award, performance award or other stock-based award will lapse and the award will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting).
With respect to a Replacement Award, upon the Involuntary Termination (as defined in the Plan) of a participant holding such Replacement Award during the period of two years after a Change of Control, (a) all Replacement Awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (b) all options and SARs held by the participant immediately before such termination of employment that the participant also held as of the date of the Change of Control or that constitute Replacement Awards will remain exercisable for a period of 90 days following such Involuntary Termination or until the expiration of the stated term of such option or SAR, whichever period is shorter (subject to any longer period of exercisability that may be provided in the applicable award agreement).
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Withholding Taxes
A participant may be required to pay to us, and, subject to Section 409A of the Code, we will have the right and are authorized to withhold from any award, from any payment due or transfer made under any award or under the Plan or from any compensation or other amount owing to a participant the amount (in cash, shares, other securities, other awards or other property) of any applicable withholding taxes in respect of an award, its exercise, or any payment or transfer under an award or under the Plan and to take such other action as may be necessary in our opinion to satisfy all obligations for the payment of such taxes. In the discretion of the Committee and subject to such rules as the Committee may adopt, a participant may satisfy, in whole or in part, the withholding liability by delivery of shares owned by the participant (which are not subject to any pledge or other security interest and which have been owned by the participant for at least six months) with a fair market value equal to such withholding liability or by having us withhold from the number of shares otherwise issuable upon the occurrence of a vesting event a number of shares with a fair market value equal to such withholding liability.
Detrimental Activity and Recapture Provisions
Any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions determined by the Committee, if a participant, either during (i) his or her employment or other service with us or an affiliate or (ii) within a specific period after termination of employment or service, engages in any “detrimental activity” (as defined in such award agreement). In addition, any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time or under Section 10D of the Securities Exchange Act of 1934, as amended, or the rules of any national securities exchange or national securities association on which our common stock is traded.
Termination
No grant will be made under the Plan more than 10 years after March 31, 2014 (the date on which the Plan was approved by the Board), but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Plan.
Federal Income Tax Consequences Relating to Awards
The following is a brief summary of some of the federal income tax consequences of certain transactions under the Plan based on federal income tax laws in effect on the date hereof. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences. The following is not to be considered as tax advice to any persons who may be participants in the Plan, and any such persons are advised to consult with their own tax counsel.
Tax Consequences to Participants
Non-qualified Stock Options. In general, (i) no income will be recognized by an optionee at the time a non-qualified stock option is granted; (ii) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (iii) at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss), depending on how long the shares have been held.
Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If shares of our common stock are issued to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of our common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of
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disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss), depending on the holding period.
Stock Appreciation Rights. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of our common stock received on the exercise.
Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.
Restricted Stock Units. No income generally will be recognized upon the award of RSUs. The recipient of an RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of our common stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.
Performance Awards. No income generally will be recognized upon the grant of performance awards. Upon payment in respect of the earn-out of performance awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of our common stock received.
Tax Consequences to Us or Our Subsidiaries
To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.
Compliance with Section 162(m) of the Code
The Plan is designed to enable us to provide certain forms of performance-based compensation to executive officers that may be able to meet the requirements for tax deductibility under Section 162(m) of the Code. The Compensation Committee considers the benefits Section 162(m) of the Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approve compensation that is not deductible under Section 162(m) of the Code if it determines that it is in our best interest not to do so.
Compliance with Section 409A of the Code
To the extent applicable, it is intended that the Plan and any grants made thereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the participants. The Plan and any grants made under the Plan will be administered in a manner consistent with this intent. Any reference in the Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
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Registration with the SEC
We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of our common stock under the Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as is practicable after approval of the Plan by our stockholders.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2013 regarding shares of the common stock to be issued upon exercise and the weighted-average exercise price of all outstanding options, warrants and rights granted under the Company’s equity compensation plans as well as the number of shares available for issuance under such plans. No equity compensation plans have been adopted without the approval of the Company’s stockholders.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||
Equity compensation plans approved by security holders | 1,481,280 | $ | 57.95 | 346,454 | |||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 |
The following table sets forth information as of April 2, 2014 regarding shares of the common stock to be issued upon exercise and the weighted-average exercise price of all outstanding options, warrants and rights granted under the Company’s equity compensation plans as well as the number of shares available for issuance under such plans.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||
Equity compensation plans approved by security holders | 1,466,360 | $ | 59.34 | 29,684(1 | ) | ||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 |
The Board unanimously recommends a vote to EVERY YEAR. |
New Plan Benefits
Because awards to be granted in the future under the Plan are at the discretion of the Committee, it is not possible to determine the benefits or the amounts to be received (or that would have been received had the Plan been in effect for the last fiscal year) under the Plan by our directors, officers or employees.
Vote Required
The affirmative vote of a majority in voting power of our common stock represented in person or by proxy and entitled to vote is required for the approval of the SEACOR Holdings Inc. 2014 Share Incentive Plan.
Other Information
It is the policy of the Board to award annual equity grants to each non-employee director consisting of 3,000 options to purchase shares of Common Stock and 500 shares of Common Stock at its regularly pre-scheduled annual meetings, including the Annual Meeting.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FORAPPROVAL OF THESEACOR HOLDINGS INC. 2014 SHARE INCENTIVE PLAN.
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2017 Proxy Statement | 47 |
2016 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through June 9, 2017, neither the Company nor anyone on its behalf consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG.
Grant Thornton.
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48 | 2017 Proxy Statement |
2013 | 2012 | |||||
Audit Fees | $ | 2,744,948 | $ | 2,823,472 | ||
Audit-Related Fees | 28,020 | 7,060 | ||||
Tax Fees | 29,719 | 121,681 | ||||
All Other Fees | 28,985 | 44,244 | ||||
Total | $ | 2,831,672 | $ | 2,996,457 |
2016 | 2015 | ||||||
Audit Fees | $ | 4,151,073 | $ | 2,704,418 | |||
Audit-Related Fees | 33,995 | 254,445 | |||||
Tax Fees | 72,733 | 95,219 | |||||
All Other Fees | — | — | |||||
Total | $ | 4,257,801 | $ | 3,054,082 |
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The Board unanimously recommends a vote FOR ratification of the appointment of Grant Thornton LLP as our Independent Registered Accounting Firm. |
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2017 Proxy Statement | 49 |
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on the one hundred fiftieth (150th) day nor later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary date of the previous year’s annual meeting of stockholders (subject to certain exceptions), and the notice must contain (A) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be transacted, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-Laws, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting and (iv) any material interest of such stockholder in such business; and (C) as to the stockholder giving the notice on whose behalf the nomination or proposal is made (i) the name and address, as they appear on the Company’s most recent stockholder lists, of the stockholder proposing such proposal, (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the stockholder, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or other proposal between or among such stockholder, any affiliate or associate, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, with respect to shares of stock of the Company, (v) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (vi) a representation whether the stockholder intends or is part of a group which intends (a) to
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50 | 2017 Proxy Statement |
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fiftieth (150th) day nor later than the one hundred twentieth (120th) day prior to the date which represents the second Tuesday in May of the current year); provided, however, that in the event that the date of the annual meeting is more than twenty-five (25) days before or after such anniversary date, then, to be considered timely, notice by the stockholders must be received not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Company. As noted above, the Company expects that the 2018 annual meeting will be more than 25 days before the anniversary of the 2017 meeting and, if that it the case, will issue a press release as soon as the date for the 2018 annual meeting is deteremined. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
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SEACOR HOLDINGS INC.MANAGEMENT INCENTIVE PLAN
1. PURPOSE
The purpose of the SEACOR Holdings Inc. Management Incentive Plan (the “Plan”) is to provide senior executives of SEACOR Holdings Inc. (the “Company”) and its subsidiaries, including individuals who may be characterized as covered employees within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (such employees, “Covered Employees”) with incentive based compensation upon the achievement of established performance goals.
2. ELIGIBILITY
Participants in the Plan will consist of such key members of management of the Company and its subsidiaries that the Compensation Committee of the Company (as defined in Section 7 hereof) and/or Board of Directors of the Company (the “Board”) in its sole discretion selects to participate. An employee who is a Participant for one annual performance period shall not have the right to be a Participant in any subsequent annual performance period.
3. AWARDS
3.1 Annual Bonuses. A Participant may be designated as being eligible to receive an incentive cash bonus with respect to an annual performance period (the “Annual Bonus”), subject to the procedure and requirements of Section 4 below; provided, however, that the Compensation Committee and/or Board shall at all times have the authority and discretion to reduce or eliminate the Annual Bonus of any Participant to the extent it deems appropriate, even if performance goals are attained. Any reduction of one Participant's Annual Bonus will not result in an increase of another Participant's Annual Bonus.
3.2 Other Bonuses. The Compensation Committee and/or Board may award cash bonuses in such amounts and on such terms and conditions as it determines in its sole discretion, without regard to the procedure and requirements set forth in Section 4 below, to any individual who is or has been hired to be a key management employee of the Company or any of its subsidiaries.
4. PROCEDURE
4.1 Performance Period. Unless otherwise determined by the Compensation Committee and/or Board, the annual performance period with respect to an Annual Bonus shall be the calendar year (January 1 - December 31).
4.2 Establishment of Goal. No later than ninety (90) days after the commencement of the performance period (but in no event after twenty-five percent (25%) of the performance period has elapsed), the Compensation Committee and/or Board shall establish (i) the performance goals applicable to the performance period; (ii) the performance measures to be used to measure the performance goals in terms of an objective formula or standard; (iii) the method for computing the amount of compensation payable to each Participant if such performance goals are obtained; and (iv) the Participants or class of Participants to which such performance goals apply.
4.3 Performance Measures. The performance goals to be achieved to earn an Annual Bonus shall primarily be based on earnings before interest, taxes, depreciation, amortization and non-cash items based on the performance of the Company, or any business or division thereof (“EBITDA”), but may also be based on one or more of following performance measures, individually or in combination, based on the performance of the Company, or any business or division thereof, (i) revenue growth, (ii) earnings, (iii) operating income; (iv) pre- or after-tax income; (v) cash flow (before or after dividends); (vi) cash flow per share (before or after dividends); (vii) earnings per share; (viii) return on equity; (ix) return on capital (including return on total capital or return on invested capital); (x) cash flow return on investment; (xi) return on assets; (xii) economic value added (or an equivalent metric); (xiii) market share or penetration; (xiv) share price performance; (xv) total shareholder return; (xvi) improvement in or attainment of expense levels or expenses ratios; (xvii) employee satisfaction; (xviii) customer satisfaction; (xix) customer retention; (xx) rating agency ratings; and (xxi) attainment of strategic and/or organizational development goals.
4.4 Relative Performance Measures. Performance goals may also be based on comparisons to the performance of other companies or an index covering multiple companies, measured by one or more of the foregoing performance measures.
4.5 Certain Events. The evaluation of performance measures against the performance goals may (A) be adjusted consistent with exclusions or adjustments provided for in the Company’s financing agreements, or (B) exclude or
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adjust for the impact of certain events or occurrences that were not budgeted or planned for in setting the goals, including but not limited to (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) foreign exchange gains and losses; and (viii) discontinued operations as determined by the Compensation Committee at the time it establishes the goals in accordance with Section 4.2.
4.6 Maximum Bonus. The maximum Annual Bonus payable under the Plan to any Participant for any one calendar year is $6 million.
4.7 Determination of Bonus Amounts. As soon as reasonably practical following the completion of each performance period, the Compensation Committee shall confirm which of the applicable performance goals, if any, have been achieved and the amount of bonuses payable as a result thereof. The Annual Bonus shall be paid to each Participant within a reasonable period of time after the end of the performance period; provided, however, that no Annual Bonus will be paid for any performance period to any Participant who is subject to the limitations of Section 162(m) of the Code with respect to any Performance Period until such confirmation is made by the Compensation Committee.
4.8 Re-approval of Performance Measurements. The Company shall seek re-approval of the Plan and/or the performance measures listed in Section 4.3 after the first shareholder meeting that occurs in the fifth year following the year in which stockholders first approve the Plan (and every fifth year following any re-approval thereafter).
5. PLAN ADMINISTRATION
5.1 Compensation Committee. The Plan shall be administered by the compensation committee of the Company which shall consist solely of at least two (2) “outside directors” within the meaning of Section 162(m) of the Code (the “Compensation Committee”). The Compensation Committee may delegate any of its duties and powers, in whole or in part, to any subcommittee thereof, provided such subcommittee consists solely of at least two (2) “outside directors” within the meaning of Section 162(m) of the Code.
5.2 Authority. The Compensation Committee shall have full power to administer and interpret the Plan and to establish rules for its administration, including, without limitation, rules regarding the impact of employment termination during the performance period and prior to the date the Annual Bonus or Other Bonus is paid. Any rule adopted by the Compensation Committee with respect to Covered Employees shall be consistent with the provisions of Section 162(m) of the Code.
5.3 Reliance on Advice. The Compensation Committee and/or Board, in making any determination under or referred to in the Plan shall be entitled to rely on opinions, reports or statements of officers or employees of the Company and other entities and of counsel, public accountants and other professional expert persons.
6. AMENDMENT AND TERMINATION OF THE PLAN
The Board may at any time, or from time to time, suspend or terminate the Plan, in whole or in part, or amend it in such respects as the Board may determine; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders to the extent required to comply with the requirements of Section 162(m) of the Code, or any other applicable laws, regulations or rules.
7. MISCELLANEOUS PROVISIONS
7.1 No Right to Continued Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to continue to be employed by or perform services for the Company or any subsidiary.
7.2 Nontransferable. Except as may be approved by the Compensation Committee, a Participant’s rights and interests under the Plan may not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or indirectly by operation of law or otherwise (except in the event of the Participant’s death).
7.3 Withholding. The Company and its subsidiaries shall have the right to deduct from any payment made under the Plan any federal, state, local or foreign income or other taxes required to be withheld with respect to such payment.
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7.4 Compliance with Section 162(m). This Plan shall be administered and interpreted in accordance with Section 162(m) of the Code, to ensure the deductibility by the Company or its subsidiaries of the payment of the Annual Bonuses.
7.5 Governing Law. The Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.
8. EFFECTIVE DATE
This Plan is adopted as of January 1, 2009; provided, however, the right of any Participant who is a Covered Employee to an Annual Bonus under this Plan shall be subject to approval of the Plan by the Company’s stockholders.
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SEACOR HOLDINGS INC.2014 SHARE INCENTIVE PLAN
Section 1. Purpose. The purposes of this SEACOR Holdings Inc. 2014 Share Incentive Plan are to promote the interests of SEACOR Holdings Inc. and its stockholders by (a) attracting and retaining employees and directors of, and certain consultants to, the Company and its Affiliates; (b) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and/or (c) enabling such individuals to participate in the long-term growth and financial success of the Company.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
“Affiliate” shall mean any entity (i) that, directly or indirectly, is controlled by, controls or is under common control with, the Company or (ii) in which the Company has a significant equity interest, in either case as determined by the Committee.
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Stock-Based Award or Performance Compensation Award made or granted from time to time hereunder.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company.
“Board” shall meanFor the Board of Directors, of the Company.
“Cause” as a reason for a Participant’s termination of employment or service shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant
“Change of Control” shall mean the occurrence of any of the following events:
(a) a change in control of the direction and administration of the Company’s business of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or
(b) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board or any individuals who would be Continuing Directors cease for any reason to constitute at least a majority thereof; or
(c) the Shares shall cease to be publicly traded; or
(d) the Board shall approve a sale of all or substantially all of the assets of the Company, and such transaction shall have been consummated; or
(e) the Board shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (b) or (c) above, and such transaction shall have been consummated.
Notwithstanding the foregoing, unless otherwise determined by the Board in its sole discretion, any spin-off of a division or subsidiary of the Company to its stockholders shall not constitute a Change of Control.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer the Plan and composed of not less than two directors, each of whom is required to be a “Non-Employee Director” (within the meaning of Rule 16b-3) and an “outside director” (within the meaning of Section 162(m) of the Code) to the extent Rule 16b-3 and Section 162(m) of the Code, respectively, are applicable to the Company and the Plan.
“Company” shall mean SEACOR Holdings Inc., together with any successor thereto.
“Continuing Director” shall mean (a) the directors of the Company in office on the Effective Date and (b) any successor to any such director and any additional director who after the Effective Date was nominated or selected by a majority of the Continuing Directors in office at the time of his or her nomination or selection.
“Disabiltiy” shall mean a physical or mental disability or infirmity that prevents the performance by the Participant of his or her duties lasting (or likely to last, based on competent medical evidence presented to the Company) for a continuous period of six months or longer.
“Effective Date” shall have the definition as set forth in Section 18(a) of the Plan.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Existing Plans” shall mean (a) the SEACOR Holdings Inc. 2007 Share Incentive Plan, (b) the SEACOR Holdings Inc. 2007 Share Incentive Plan (as amended through March 11, 2009) and (c) the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan (as amended through April 23, 2012).
“Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, as of any date, the closing sale price (excluding any “after hours” trading) of the Shares on the date of grant or the date of calculation, as the case may be, on the stock exchange or over the counter market on which the Shares are principally trading on such date (or on the last preceding trading date if Shares were not traded on such date) if the Shares are readily tradable on a national securities exchange or other market system, and if the Shares are not readily tradable, Fair Market Value shall mean the amount determined in good faith by the Committee as the fair market value of the Shares.
“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or an Affiliate. If the Participant is not a party to an employment, severance or similar agreement with the Company or an Affiliate in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Good Reason” shall mean (i) a material diminution in the Participant’s base salary from the level immediately prior to the Change of Control; or (ii) a material change in the geographic location at which the Participant must primarily perform the Participant’s services (which shall in no event include a relocation of the Participant’s current principal place of business to a location less than 50 miles away) from the geographic location immediately prior to the Change of Control; provided that no termination shall be deemed to be for Good Reason unless (a) the Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 90 days after the initial existence of the occurrence of such facts or circumstances, (b) the Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice, and (c) the effective date of the termination for Good Reason occurs no later than one 180 days after the initial existence of the facts or circumstances constituting Good Reason.
“Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. Incentive Stock Options may be granted only to Participants who meet the definition of “employees” under Section 3401(c) of the Code.
“Involuntary Termination” shall mean termination by the Company of a Participant’s employment or service by the Company without Cause or termination of a Participant’s employment by the Participant for Good Reason. For avoidance of doubt, an Involuntary Termination shall not include a termination of the Participant’s employment or service by the Company for Cause or due to the Participant’s death, Disability or voluntary resignation.
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“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award; provided, that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code. By way of example and not by way of limitation, in no event shall any discretionary authority granted to the Committee by the Plan including, but not limited to, Negative Discretion, be used to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained or (b) increase a Performance Compensation Award above the maximum amount payable under Section 4(a) or 11(d)(vi) of the Plan.
“Non-Qualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is not intended to be an Incentive Stock Option or does not meet the requirements of Section 422 of the Code or any successor provision thereto.
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
“Other Stock-Based Award” shall mean any right granted under Section 10 of the Plan.
“Participant” shall mean any employee of, or consultant to, the Company or its Affiliates, or non-employee director who is a member of the Board or the board of directors of an Affiliate, eligible for an Award under Section 5 and selected by the Committee, or its designee, to receive an Award under the Plan.
“Performance Award” shall mean any right granted under Section 9 of the Plan.
“Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
“Performance Criteria” shall mean the measurable criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any performance-based Awards under the Plan, including Performance Compensation Awards. Performance Criteria may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Affiliates. The Performance Criteria may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance criteria themselves. The Committee may grant performance-based Awards subject to Performance Criteria that are either Performance Compensation Awards or are not Performance Compensation Awards. The Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards shall be based on one or more, or a combination of, the following: (i) return on net assets; (ii) pretax income before allocation of corporate overhead and bonus; (iii) budget; (iv) net income; (v) division, group or corporate financial goals; (vi) return on stockholders’ equity; (vii) return on assets; (viii) return on capital; (ix) revenue; (x) profit margin; (xi) earnings per Share; (xii) net earnings; (xiii) operating earnings; (xiv) free cash flow; (xv) attainment of strategic and operational initiatives; (xvi) appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; (xvii) market share; (xviii) gross profits; (xix) earnings before interest and taxes; (xx) earnings before interest, taxes, depreciation and amortization; (xxi) operating expenses; (xxii) capital expenses; (xxiii) enterprise value; (xxiv) equity market capitalization; (xxv) sales; (xxvi) net sales; (xxvii) market share; (xxviii) economic value-added models and comparisons with various stock market indices; or (xxix) reductions in costs. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.
“Performance Formula” shall mean, for a Performance Period, one or more objective formulas applied against the relevant Performance Goal to determine, with regard to a performance-based award (including a Performance Compensation Award) of a particular Participant, whether all, some portion but less than all, or none of the performance-based award has been earned for the Performance Period.
“Performance Goals” shall mean, for a Performance Period, one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period, or at any time thereafter (but only to the extent the exercise of such authority after the first 90 days of a Performance Period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section
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162(m) of the Code), in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants, (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company; or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.
“Performance Period” shall mean the one or more periods of time of at least one year in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a performance-based award, including a Performance Compensation Award.
“Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization, government or political subdivision.
“Plan” shall mean this SEACOR Holdings Inc. 2014 Share Incentive Plan.
“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.
“Restricted Stock Unit” shall mean any unit granted under Section 8 of the Plan.
“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.
“SEC” shall mean the Securities and Exchange Commission or any successor thereto and shall include the Staff thereof.
“Shares” shall mean the common stock of the Company, par value $.01 per share, or such other securities of the Company (i) into which such common stock shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction, or (ii) as may be determined by the Committee pursuant to Section 4(b) of the Plan.
“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.
“Substitute Awards” shall mean any Awards granted under Section 4(c) of the Plan.
Section 3. Administration.
(a) The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant and designate those Awards which shall constitute Performance Compensation Awards; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award (subject to Section 162(m) of the Code with respect to Performance Compensation Awards) shall be deferred either automatically or at the election of the holder thereof or of the Committee (in each case consistent with Section 409A of the Code); (vii) interpret, administer or reconcile any inconsistency, correct any defect, resolve ambiguities and/or supply any omission in the Plan, any Award Agreement, and any other instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) establish and administer Performance Goals and certify whether, and to what extent, they have been attained; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
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(b) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.
(c) The mere fact that a Committee member shall fail to qualify as a “Non-Employee Director” or “outside director” within the meaning of Rule 16b-3 and Section 162(m) of the Code, respectively, shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. Notwithstanding anything in this Section 3 to the contrary, the Board, or any other committee or sub-committee established by the Board, is hereby authorized (in addition to any necessary action by the Committee) to grant or approve Awards as necessary to satisfy the requirements of Section 16 of the Exchange Act and the rules and regulations thereunder and to act in lieu of the Committee with respect to Awards made to non-employee directors under the Plan.
(d) No member of the Committee and no employee of the Company shall be liable for any determination, act or failure to act hereunder (except in circumstances involving his or her bad faith), or for any determination, act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the Committee who is an employee of the Company or an Affiliate against any and all liabilities or expenses to which they may be subjected by reason of any determination, act or failure to act with respect to their duties on behalf of the Plan (except in circumstances involving such person’s bad faith).
(e) With respect to any Performance Compensation Award granted to a Covered Employee (within the meaning of Section 162(m) of the Code) under the Plan, the Plan shall be interpreted and construed in accordance with Section 162(m) of the Code.
(f) The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. In addition, subject to applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not officers or directors of the Company subject to Section 16 of the Exchange Act or Covered Employees (within the meaning of Section 162(m) of the Code). The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Affiliate whose employees have benefited from the Plan, as determined by the Committee.
Section 4. Shares Available for Awards.
(a) Shares Available.
(i) Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Awards may be granted from time to time under the Plan shall in the aggregate not exceed, at any time, the sum of (A) 1,000,000 Shares, plus (B) the number of Shares that remained available for issuance for future award grants under the Existing Plans as of the Approval Date, immediately prior to such approval (the “Existing Plan Shares”), plus (C) any Shares that again become available for Awards under the Plan in accordance with Section 4(a)(ii), plus (D) any Shares granted under any Existing Plan that again become available for future award grants under the applicable Existing Plan in accordance with the terms and conditions of the applicable Existing Plan; provided, that, for the avoidance of doubt, (I) all Shares granted on or prior to the Approval Date (before such approval) under any Existing Plan will be settled under the applicable Existing Plan and such settlement will not reduce the aggregate number of Shares with respect to which Awards may be granted under the Plan and (II) the Existing Plan Shares will be available for issuance under the Plan until such time as contemplated by Section 18 of the Plan. Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be 1,000,000 Shares. Subject in each instance to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Awards (including Options and Stock Appreciation Rights) may be granted to any single Participant in any fiscal year shall be 200,000 Shares, the maximum number of Shares which may be paid to a Participant in the Plan in connection with the settlement of any Award(s) designated as “Performance
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Compensation Awards” in respect of a single Performance Period shall be as set forth in Section 11(d)(vi), and the maximum number of Shares with respect to which Awards (including Options and Stock Appreciation Rights) may be granted to any single non-employee member of the Board in any fiscal year shall be 100,000 Shares.
(ii) Shares covered by an Award granted under the Plan shall not be counted unless and until they are actually issued and delivered to a Participant and, therefore, the total number of Shares available under the Plan as of a given date shall not be reduced by Shares relating to prior Awards that (in whole or in part) have expired or have been forfeited or cancelled, and upon payment in cash of the benefit provided by any Award, any Shares that were covered by such Award will be available for issue hereunder. For the avoidance of doubt, the following Shares may not again be made available for delivery to Participants under the Plan: (A) Shares not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right or (B) Shares used to pay the exercise price or withholding taxes related to an outstanding Award.
(b) Adjustments. Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines in its sole discretion that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitably adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, which, in the case of Options and Stock Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to each such Option or Stock Appreciation Right over the per Share exercise price or grant price of such Option or Stock Appreciation Right. The Committee will also make or provide for such adjustments in the numbers of Shares specified in Section 4(a)(i) (and, to the extent consistent with Section 162(m) of the Code, Section 11(d)(vi)) of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 4(b); provided, however, that any such adjustment to the numbers specified in Section 4(a)(i) (and, to the extent consistent with Section 162(m) of the Code, Section 11(d)(vi)) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify.
(c) Substitute Awards.
(i) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in an acquisition or merger transaction with the Company or any subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code.
(ii) In the event that an entity acquired by the Company or any subsidiary or with which the Company or any subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for Awards made after such acquisition or merger under this Plan; provided, however, that Awards using such available shares may not be made after the date awards or grants could not have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any subsidiary prior to such acquisition or merger. The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.
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(iii) Any Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Sections 4(c)(i) or 4(c)(ii) above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits described in Section 4(a)(i) of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Sections 4(c)(i) or 4(c)(ii) above will be added to the aggregate limit described in Section 4(a)(i) of the Plan.
(d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.
Section 5. Eligibility. Any employee of, or consultant to, the Company or any of its Affiliates (including any prospective employee), or non-employee director who is a member of the Board or the board of directors of an Affiliate, shall be eligible to be selected as a Participant.
Section 6. Stock Options.
(a) Grant. Subject to the terms of the Plan, the Committee shall have sole authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the exercise price thereof and the conditions and limitations applicable to the exercise of the Option. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. All Options when granted under the Plan are intended to be Non-Qualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options. No Option shall be exercisable more than ten years from the date of grant.
(b) Exercise Price. The Committee shall establish the exercise price at the time each Option is granted, which exercise price shall be set forth in the applicable Award Agreement and which exercise price (except with respect to Substitute Awards) shall not be less than the Fair Market Value per Share on the date of grant.
(c) Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement. The Committee may impose such conditions with respect to the exercise of Options, including, without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable.
(d) Payment.
(i) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefore is received by the Company. Such payment may be made (A) in cash, or its equivalent, or (B) in the discretion of the Committee, by exchanging Shares owned by the optionee (which are not the subject of any pledge or other security interest and which have been owned by such optionee for at least six months), or (C) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price, or (D) in the discretion of the Committee and subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), or (E) by a combination of the foregoing, or (F) by such other methods as may be approved by the Committee, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company or withheld as of the date of such tender or withholding is at least equal to such aggregate exercise price.
(ii) Wherever in this Plan or any Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to
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procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.
Section 7. Stock Appreciation Rights.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. Stock Appreciation Rights with a grant price equal to or greater than the Fair Market Value per Share as of the date of grant may be intended to qualify as “performance-based compensation” under Section 162(m) of the Code. In the sole discretion of the Committee, Stock Appreciation Rights may, but need not, be intended to qualify as performance-based compensation in accordance with Section 11 hereof. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either before, at the same time as the Award or at a later time. No Stock Appreciation Right shall be exercisable more than ten years from the date of grant.
(b) Exercise and Payment. A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over the grant price thereof (which grant price (except with respect to Substitute Awards) shall not be less than the Fair Market Value on the date of grant). The Committee shall determine in its sole discretion whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.
(c) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at the grant of a Stock Appreciation Right, the term, methods of exercise, methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.
Section 8. Restricted Stock and Restricted Stock Units.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards.
(b) Transfer Restrictions. Unless otherwise directed by the Committee, (i) certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company, or (ii) Shares of Restricted Stock shall be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock. Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall, as applicable, either deliver such certificates to the Participant or the Participant’s legal representative or the transfer agent shall remove the restrictions relating to the transfer of such Shares. Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except, in the case of Restricted Stock, as provided in the Plan or the applicable Award Agreements.
(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon or after the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Dividends paid on any Shares of Restricted Stock or dividend equivalents paid on any Restricted Stock Units shall be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Stock or Restricted Stock Units, as applicable, pursuant to the terms of the applicable Award Agreement, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as determined by the Committee in its sole discretion. Shares of Restricted Stock and Shares issued in respect of Restricted Stock Units may be issued with or without other payments therefor as may be required by applicable law or such other consideration as may be determined by the Committee.
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Section 9. Performance Awards.
(a) Grant. The Committee shall have sole authority to determine the Participants who shall receive a “Performance Award”, which shall consist of a right which is (i) denominated in cash or Shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such Performance Goals during such Performance Periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.
(b) Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award. The Committee may require or permit the deferral of the receipt of Performance Awards upon such terms as the Committee deems appropriate and in accordance with Section 409A of the Code.
(c) Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period as set forth in the Award Agreement on the date of grant.
Section 10. Other Stock-Based Awards. The Committee shall have authority to grant to Participants an “Other Stock-Based Award”, which shall consist of any right which is (i) not an Award described in Sections 6 through 9 above, and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award, including the price, if any, at which securities may be purchased pursuant to any Other Stock-Based Award granted under this Plan.
Section 11. Performance Compensation Awards.
(a) General. The Committee shall have the authority, at the time of grant of any Award described in Sections 6 through 10 (other than Options and Stock Appreciation Rights), to designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code.
(b) Eligibility. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. Designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.
(c) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) is/are to apply to the Company and the Performance Formula, as applicable. Within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.
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(d) Payment of Performance Compensation Awards.
(i) Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (1) the Performance Goals for such period are achieved; and (2) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.
(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Performance Compensation Awards earned for the Performance Period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion, if and when it deems appropriate.
(iv) Negative Discretion. In determining the final payout of an individual Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.
(v) Timing of Award Payments. The Awards granted for a Performance Period shall be paid as provided for in any applicable Award Agreement.
(vi) Maximum Award Payable. Notwithstanding any provision contained in the Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 200,000 Shares or, in the event the Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first day of the Performance Period to which such Performance Compensation Award relates. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Performance Compensation Award is deferred and the payment date) increase (i) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in Shares, by an amount greater than the appreciation of a Share from the date such Performance Compensation Award is deferred to the payment date.
Section 12. Amendment and Termination.
(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that if an amendment to the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii) would materially increase the number of securities which may be issued under the Plan, or (iii) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange upon which the Shares are traded or quoted, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained; and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.
(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, except in the case of a Performance Compensation Award (other than in connection with the Participant’s death or disability, or a Change of Control) where such action would result in the loss of the otherwise available exemption of the Performance Compensation Award under Section 162(m) of the Code (in such case, the Committee will not make any modification of the Performance Criteria/Goals with respect to such Performance Compensation Award); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.
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(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
(d) Repricing. Except in connection with a corporate transaction or event described in Section 4(b) hereof, the terms of outstanding Awards may not be amended to reduce the exercise price of Options or the grant price of Stock Appreciation Rights, or cancel Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price or grant price, as applicable, that is less than the exercise price of the original Options or grant price of the original Stock Appreciation Rights, as applicable, without stockholder approval. This Section 12(d) is intended to prohibit the repricing of “underwater” Options and Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 4(b) of this Plan.
Section 13. Change of Control.
In the event of a Change of Control, unless otherwise determined by the Committee in a written resolution at the date of grant or set forth in an Award Agreement or as provided in an individual severance or employment agreement to which a Participant is a party, the following acceleration, exercisability and valuation provisions will apply:
(a) Upon a Change of Control, each then-outstanding Option and Stock Appreciation Right will become fully vested and exercisable and the restrictions applicable to each outstanding Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award will lapse and such Award will be fully vested (with any applicable Performance Goals deemed to have been achieved at a target level as of the date of such vesting), except to the extent that an award meeting the requirements of Section 13(b) hereof (a “Replacement Award”) is provided to the Participant holding such Award in accordance with Section 13(b) hereof to replace or adjust such outstanding Award (a “Replaced Award”).
(b) An award meets the conditions of this Section 13(b) (and hence qualifies as a Replacement Award) if (i) it is of the same type (e.g., stock option for Option, restricted stock for Restricted Stock, restricted stock unit for Restricted Stock Unit, etc.) as the Replaced Award, (ii) it has a value at least equal to the value of the Replaced Award, (iii) it relates to publicly traded equity securities of the Company or its successor in the Change of Control or another entity that is affiliated with the Company or its successor following the Change of Control, (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) its other terms and conditions are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including but not limited to the provisions that would apply in the event of a subsequent Change of Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 13(b) are satisfied will be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion (taking into account the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) and compliance of the Replaced Award or Replacement Award with Section 409A of the Code). Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.
(c) Upon the Involuntary Termination during the period of two years after a Change of Control of a Participant holding Replacement Awards, (i) all Replacement Awards held by the Participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (ii) all Options and Stock Appreciation rights held by the Participant immediately before such termination of employment that the Participant also held as of the date of the Change of Control or that constitute Replacement Awards will remain exercisable for a period of 90 days following such Involuntary Termination or until the expiration of the stated term of such Option or Stock Appreciation Right, whichever period is shorter (provided, however, that if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).
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(d) Notwithstanding anything in this Plan or any Award Agreement to the contrary, to the extent any provision of this Plan or an Award Agreement would cause a payment of deferred compensation that is subject to Section 409A of the Code to be made upon the occurrence of (i) a Change of Control, then such payment shall not be made unless such Change of Control also constitutes a “change in ownership”, “change in effective control” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Section 409A of the Code or (ii) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payment that would have been made except for the application of the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change of Control or termination of employment or service, but disregarding any future service or performance requirements.
Section 14. Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.
Section 15. Detrimental Activity and Recapture Provisions. Any Award Agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, during employment or other service with the Company or an Affiliate, shall engage in activity detrimental to the business of the Company. In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the Shares may be traded.
Section 16. General Provisions.
(a) Nontransferability.
(i) Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.
(ii) No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. In no event may any Award granted under this Plan be transferred for value.
(iii) Notwithstanding the foregoing, at the discretion of the Committee, an Award may permit the transferability by a Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including trusts for such persons, subject to any restriction included in the Award.
(b) Dividend Equivalents. In the sole discretion of the Committee, an Award (other than Options or Stock Appreciation Rights), whether made as an Other Stock-Based Award or as an Award granted pursuant to Sections 6 through 9 hereof, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other
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securities or other property on a current or deferred basis; provided, that in the case of Awards with respect to which any applicable Performance Criteria/Goals have not been achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the extent the underlying Award vests.
(c) No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).
(d) Share Certificates. Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(e) Withholding.
(i) A Participant may be required to pay to the Company or any Affiliate, and, subject to Section 409A of the Code, the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.
(ii) Without limiting the generality of clause (i) above, in the discretion of the Committee and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for at least six months) with a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option (or the settlement of such Award in Shares) a number of Shares with a Fair Market Value equal to such withholding liability.
(f) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including but not limited to the effect on such Award of the death, disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.
(g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, restricted stock units, Shares and other types of Awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.
(h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, or as a director on the Board or board of directors, as applicable, of, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or any applicable employment contract or agreement.
(i) No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall be entitled to the rights of a stockholder in respect of such Restricted Stock.
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(j) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.
(k) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(l) Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws.
(m) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(n) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
(o) Deferrals. In the event the Committee permits a Participant to defer any Award payable in the form of cash, all such elective deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code.
(p) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Section 17. Compliance with Section 409A of the Code.
(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Affiliates.
(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the
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identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, with interest, on the earlier of the first business day of the seventh month or death.
(d) To the extent that the Plan and/or Awards granted thereunder are subject to Section 409A of the Code, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Award, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A of the Code, including without limitation any regulations or other guidance that may be issued after the date of the grant. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.
Section 18. Term of the Plan.
(a) Effective Date. This Plan shall be effective as of March 31, 2014, which was the date of its approval by the Board (the “Effective Date”), subject to approval of the Plan by the stockholders of the Company within 12 months of the Effective Date (with such approval of stockholders being a condition to the right of each Participant to receive any Awards or benefits hereunder). Any Awards granted under the Plan prior to such approval of stockholders shall be effective as of the date of grant (unless, with respect to any Award, the Committee specifies otherwise at the time of grant), but no such Award may be exercised or settled and no restrictions relating to any Award may lapse prior to such stockholder approval, and if stockholders fail to approve the Plan as specified hereunder, any such Award shall be canceled. No grants will be made under any Existing Plan on or after the date this Plan is first approved by the stockholders of the Company (the “Approval Date”), following such approval, except that outstanding awards granted under the Existing Plans shall continue unaffected following the Approval Date.
(b) Expiration Date. No grant will be made under this Plan more than ten years after the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.
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IMPORTANT VOTING INFORMATION
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2014
The proxy statement and annual report are available at www.seacorholdings.com (Investors-Financial Information) and at www.seacorholdingsinvestors.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2017 |
This proxy statement and the 2016 Annual Report are available at www.seacorholdings.com (Investors-Financial Information) and at www.seacorholdingsinvestors.com. |