☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
| Cooper Tire & Rubber Company |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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2018
20162018 Annual Meeting of Stockholders of Cooper Tire & Rubber Company (the “Company”) will be held at The Westin Detroit Metropolitan Airport, McNamara Terminal, 2501 Worldgateway Place, Detroit, Michigan 48242 on Friday, May 6, 2016,4, 2018, at 10:00 a.m., Eastern Daylight Time, for the following purposes: (1) To elect nineeight Directors of the Company for the ensuing year. (2) To ratify the selection of the Company’s independent registered public accounting firm for the year ending December 31, 2016.2018. (3) To approve, on a non-binding advisory basis, the Company’s named executive officer compensation. (4) To transact such other business as may properly come before the Annual Meeting or any postponement(s) or adjournment(s) thereof. 14, 2016,9, 2018, are entitled to notice of and to vote at the Annual Meeting.2016 TABLE OF CONTENTS Page Page1 1 1 2 3 3 8 9 10 10 11 11 12 13Incentive Compensation14 1914 20 20 20 21 22 2223 2223 23 2324 2425 2425 2627 2829 30 3020152017 Non-Qualified Deferred Compensation Table31 3332 4339
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TABLE OF CONTENTS(continued)
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2018
2018.
2017. Stockholders of record and participants in certain defined contribution plans sponsored by the Company (see below) may also vote by using a touch-tone telephone to call 1-800-690-6903, or by the Internet by accessing the following website:http://www.proxyvote.comwww.proxyvote.com..
· Spectrum Investment Savings Plan
· Pre-Tax Savings Plan (Texarkana Represented Employees)
· Pre-Tax Savings Plan (Findlay Represented Employees)
| · | Spectrum Investment Savings Plan; |
| · | Pre-Tax Savings Plan (Texarkana Represented Employees); or |
| · | Pre-Tax Savings Plan (Findlay Represented Employees). |
2, 2018.
 | |||
 | |||
| Non-Executive Chairman of the Board, | |||
 | Former Chairman of the Board, | ||
| Dollar Thrifty Automotive Group, Inc. | |||
| Mr. Capo, age | |||
| Director Since | 2007 | ||
| NOMINEES FOR DIRECTOR (CONT.) | |||
  | STEVEN M. CHAPMAN | Group Vice President, | |
| China and Russia, | |||
| Cummins, Inc. | |||
| Mr. Chapman, age | |||
| Director Since | 2006 | ||
  | SUSAN F. DAVIS | Former Executive Vice President, | |
| Asia-Pacific Region, | |||
| Johnson Controls | |||
Ms. Davis, age | |||
| Director Since | 2016 | ||
| NOMINEES FOR DIRECTOR (CONT.) | |||
  | JOHN J. HOLLAND | President, | |
| Greentree Advisors LLC | |||
| Mr. Holland, age | |||
| Director Since | 2003 | ||
  | |||
| Mr. | |||
| Director Since | |||
| NOMINEES FOR DIRECTOR (CONT.) | |||
 | TRACEY I. JOUBERT | Chief Financial Officer | |
| Molson Coors Brewing Company | |||
| Ms. Joubert, age 51, has served as Chief Financial Officer of Molson Coors Brewing Company since 2016. Molson Coors is a leading global brewer. Ms. Joubert was Executive Vice President and Chief Financial Officer of MillerCoors from 2012-2016 and served in a variety of increasingly responsible finance leadership roles at MillerCoors since 2003. A native of South Africa, Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of Witwatersrand in Johannesburg. She also serves on the Board of Directors of MillerCoors and Coors Brewing Company, subsidiaries of Molson Coors. Ms. Joubert’s education, board member experience, business management and finance experience qualify her to continue serving as a member of the Board of Directors. | |||
| Director Since | 2017 | ||
  | GARY S. MICHEL | ||
| Mr. Michel, age | |||
 | |||
| Mr. | |||
| Director Since | |||
| NOMINEES FOR DIRECTOR (CONT.) | |||
  | ROBERT D. WELDING | Former Non-Executive Chairman, | |
| Public Safety Equipment (Int’l) Limited | |||
| Mr. Welding, age | |||
| Director Since | 2007 | ||
Note: The beneficial ownership of the Directors and nominees in the Common Stock of the Company is shown in the table presented under the heading “Security Ownership of Management” in this proxy statement.
COMPENSATION
| · |
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| · |
| · |
| · |
| · | Pay is tied to performance: | |
| - | Approximately |
| - | There is an appropriate balance of annual and long-term incentives, and metrics used in the annual plan are different from the metrics used in the long-term incentive plan. |
| - | The annual incentive plan for the named executive officers is based upon the achievement of established corporate |
| - | Two-thirds of the long-term incentive opportunity is based on the achievement of established corporate performance goals. |
| - | Dividend equivalents are not accrued or paid on performance awards that are not notionally earned. |
| · |
| · | ||
| · | Executive officers, including named executive officers, receive the same group benefits as other salaried employees, including health, life insurance, disability, and retirement |
| · | Executive officer perquisites are limited and reviewed |
| · | The Company maintains a |
| · |
| · | The Compensation Committee references the market median with respect to establishing compensation levels for the named executive officers. |
| · | To align with investor expectations and changes in the Company’s business and market practice, compensation peer groups are regularly evaluated. |
| · | The Compensation Committee monitors all equity grants under the 2014 Incentive Compensation Plan, and the Company’s three-year average burn rate is below the mean burn rate for the Russell 3000 companies in GICS group | |
| · |
| · | The Compensation Committee regularly reviews all forms of |
| · | The Board has an established policy for recoupment (or clawback) of annual and long-term incentive compensation in the event of a restatement of reported financial results or if an employee has engaged in unethical conduct detrimental to the Company. | |
| · | The | |
| · | Our executive compensation consultant is retained directly by and reports to the Compensation Committee, does not provide any services to management, and had no prior relationship with our | |
The actual results against 2015 targets are as follows:
| Corporate Performance Metrics* | 2015 Targets | 2015 Performance Results | |||
| Operating Profit | $280,000,000 | $354,480,000 | |||
| Free Cash Flow | $50,000,000 | $94,624,000 | |||
| Net Income | $164,000,000 | $212,766,000 | |||
| Return on Invested Capital | 13.3% | 18.0% | |||
| · | Costs related to the Albany tornado – On January 22, 2017, a tornado hit the Company’s leased Albany, Georgia distribution center. In 2017, the Company incurred costs related to this tornado, net of insurance recoveries, of $5.6 million that have been excluded from the 2017 performance results. |
| · | Product liability reserve review –Based on a regular review of trends and developments impacting product liability claims against the Company, the Company’s estimate of pending and anticipated product liability claims costs was reduced by the Company in the third quarter of 2017. This reduction in estimated claims costs resulted in a $40.7 million decrease in the Company’s product liability reserve, which increased the Company’s earnings and operating profit. This favorable impact was excluded from the 2017 performance results. |
| · | Tax reform legislation impact – As a result of the passage of tax reform legislation in the fourth quarter of 2017, the Company incurred one-time non-cash income tax charges of $56 million, which were excluded from the 2017 performance results. |
| · | Valuation allowance activity – In the fourth quarter of 2017, the Company incurred $12 million of net non-cash valuation allowance charges related to the expected realization of certain foreign deferred tax assets. These net charges were excluded from the 2017 performance results. |
Corporate Performance Metrics* | 2017 Targets | 2017 Performance Results | 2017 Reported Results | |||||||||
| Operating Profit | $ | 395,000,000 | $ | 236,593,000 | $ | 271,724,000 | ||||||
| Free Cash Flow | $ | 100,000,000 | $ | (36,707,000 | ) | $ | 42,276,000 | |||||
| Net Income | $ | 250,000,000 | $ | 139,840,000 | $ | 95,400,000 | ||||||
| Return on Invested Capital | 15.0 | % | 10.6 | % | 12.2%** | |||||||
| * | For more information about how these performance metrics are calculated and reconciliations to amounts presented in the 2017 Form 10-K, see “Incentive Compensation – Performance Metrics for |
| ** | The Company reported return on invested capital, excluding the impact of the tax items noted above, of 12.2%. Without such exclusions return on invested capital would have been below the threshold for payouts of incentive awards. |
Chief Human Resources Officer, replacing Ms. Harmon who retired from the Company on April 19, 2017.
$3.08 billion (by comparison, Cooper Tire’s revenue for 2016 was about $2.92 billion). As an additional benchmark, we also conducted a review and analysis of compensation data for the CEO and CFO positions in the peer group listed below using 2016 proxy information.
| Kennametal Inc. | ||
| Cooper-Standard Holdings Inc. | Leggett & Platt Incorporated | |
| Crane Co. | Lennox International, Inc. | |
| Dana | ||
| Snap-on Incorporated | ||
| SPX Corp. | ||
| Steelcase Inc. | ||
| Gentex Corporation | The Timken Company | |
| Harley-Davidson, Inc. | Tower International, Inc. | |
| Harsco Corporation | ||
To facilitate Informed by a comprehensive viewreview of all current and previously granted forms of compensation, for each named executive officer, tally sheets are used by the Compensation Committee. Informed by tally sheet data, competitive market data, organization strategies, and individual performance assessments, the Compensation Committee uses its judgment, rather than a formulaic approach, in setting target compensation for each named executive officer each year.
In the event of death, disability, or retirement of a named executive officer, the annual incentive compensation is prorated for the period of time that the named executive officer was employed during the year; the performance-based stock units and cash awards are prorated for the period of the measurement period the named executive officer was employed and all restricted stock units granted immediately vest if the death, disability, or retirement was at least 6 months from the date of grant, otherwise, they are forfeited. Retirement is defined as the earlier of age 65 or the date on which the sum of the named executive officer’s years of age and service equal 70.
Element | Purpose | Nature of Component | |||
| Base Salary | To value the competencies, skills, experience, and performance of individual executives. | Cash. Not “at risk.” Based on responsibility, experience and performance. Reviewed annually. | |||
| Annual Incentive Compensation | To motivate and reward executives for the achievement of targeted financial | Cash award. Performance-based and “at risk.” Amount earned will vary based | |||
| Long-Term Incentive Compensation | To motivate and reward executives for the achievement of long-term goals and creation of stockholder value. | Equity and cash awards. Performance-based (for performance-based cash awards and performance-based stock units) and “at risk.” | |||
| Non-Qualified Benefits | To attract the level of talent required to achieve strategic objectives and to promote continuity of leadership. | Supplementary benefit plan to make up for qualified plan benefits lost due to limits of the |
| · | Expected performance based upon the annual operating plan as approved by the Board; |
| · | The economic environment in which we expect to operate during the year, including risk factors; |
| · | The achievement of financial results expected to enhance stockholder value; and |
| · | The strategic goals and initiatives of the Company. |
The
approach used for 2017.
At target levels of achievement, the Annual Incentive Plan (AIP) is designed to approximate the market median of awards for executives in similar roles in similar organizations. At the highest level of achievement, the annual cash incentive opportunity for our named executive officers was 200% of the target opportunity in 2015. At a threshold level of performance, the incentive opportunity was 50% of the target in 2015, with no incentive earned if performance was below the threshold achievement level.
At the highest level of achievement, the annual cash incentive opportunity for our named executive officers was 200% of the target opportunity in 2017. At a threshold level of performance, the incentive opportunity was 50% of the target in 2017, with no incentive earned if performance was below the threshold achievement level.
| 2015 Target Incentive | ||||
| Named Executive Officer | $ | (% of Salary) | ||
| Mr. Armes | $1,544,526 | 140% | ||
| Ms. Jones | $352,500 | 75% | ||
| Ms. Harmon | $269,007 | 65% | ||
| Mr. Hughes | $504,296 | 90% | ||
| Mr. Zamansky | $270,895 | 65% | ||
period.
| Named Executive Officer | Eligible Earnings | Weighted Target Bonus | Target Incentive | |||||||||
| Mr. Hughes | $ | 928,085 | 115 | % | $ | 1,067,298 | ||||||
| Ms. Jones | $ | 521,014 | 75 | % | $ | 390,760 | ||||||
| Mr. Bollman | $ | 313,425 | 60 | % | $ | 188,055 | ||||||
| Mr. Zamansky | $ | 444,864 | 65 | % | $ | 289,161 | ||||||
| Ms. Harmon | $ | 127,152 | 65 | % | $ | 82,648 | ||||||
| Performance Metric | Threshold Goal | Target Goal | Maximum Goal | Performance Result | Results as a Percent of Target | |||||
| Corporate Operating | $170,000,000 | $280,000,000 | $350,000,000 | $354,480,000 | 200% | |||||
| Profit | ||||||||||
| Corporate Free | $0 | $50,000,000 | $80,000,000 | $94,624,000 | 200% | |||||
| Cash Flow |
Performance Metric | Threshold Goal | Target Goal | Maximum Goal | Performance Result | Results as a Percent of Target | |||||||||||||||
| Corporate Operating Profit | $ | 295,000,000 | $ | 395,000,000 | $ | 495,000,000 | $ | 236,593,000 | 59.9 | % | ||||||||||
| Corporate Free Cash Flow | $ | 70,000,000 | $ | 100,000,000 | $ | 175,000,000 | $ | (36,707,000 | ) | Not Meaningful | ||||||||||
Operating Profit for 2017for AIP purposes:
| Corporate Operating Profit, as reported | $ | 271,724,000 | ||
| Plus: Net costs related to Albany tornado | 5,569,000 | |||
| Less: Product liability reserve adjustment | (40,700,000 | ) | ||
| Corporate Operating Profit | $ | 236,593,000 |
| Cash Provided by Continuing Operations | $ | 300,314,000 | ||
| Plus: Proceeds From Sale of Assets | 1,651,000 | |||
| Less: Capital Expenditures | (182,544,000 | ) | ||
| Less: Dividends | (24,797,000 | ) | ||
| Corporate Free Cash Flow | $ | 94,624,000 |
2017 for AIP purposes:
| Cash Provided by Continuing Operations | $ | 176,828,000 | ||
| Plus: Proceeds From Sale of Assets | 278,000 | |||
| Plus: Net costs related to Albany tornado | 5,569,000 | |||
| Less: Capital Expenditures | (197,186,000 | ) | ||
| Less: Dividends | (22,196,000 | ) | ||
| Corporate Free Cash Flow | $ | (36,707,000 | ) |
| 2015 Actual Incentive | ||||
| Named Executive Officer | $ | (% of Salary) | ||
| Mr. Armes | $3,089,052 | 280.0% | ||
| Ms. Jones | $705,000 | 150.0% | ||
| Ms. Harmon | $538,015 | 130.0% | ||
| Mr. Hughes | $1,008,592 | 180.0% | ||
| Mr. Zamansky | $541,790 | 130.0% | ||
0%.
| Named Executive Officer | Eligible Earnings | Weighted Target Bonus | Actual Bonus | |||||||||
| Mr. Hughes | $ | 928,085 | 115 | % | $ | 0 | ||||||
| Ms. Jones | $ | 521,014 | 75 | % | $ | 0 | ||||||
| Mr. Bollman | $ | 313,425 | 60 | % | $ | 0 | ||||||
| Mr. Zamansky | $ | 444,864 | 65 | % | $ | 0 | ||||||
| Ms. Harmon | $ | 127,152 | 65 | % | $ | 0 | ||||||
For 2015,2017, awards of restricted stock units (“RSUs”), performance-based stock units, and performance-based cash were granted, with each weighted approximately one-third of the total award. In determining the appropriate form or mix of long-term performanceincentive awards, the Compensation Committee considers such factors as the motivational impact of various components, alignment with stockholder interests, the attraction and retention of executive talent, the affordability of certain awards, and other business objectives which may prescribe or suggest the form or mix of awards at a particular time in the business cycle.
| · | One-year measurement periods within a three-year performance period; |
| · | At the start of each year, specific financial metrics are set; |
| · | At the end of each year within a three-year performance period, performance-based stock units and performance-based cash can be notionally earned |
| · | Payout opportunities can range from 0% to 200% of the target award opportunity; |
| · | Notionally earned performance-based stock units and performance-based cash, if any, vest and are payable at the end of the three-year cycle, with performance-based stock units payable in shares of common stock and performance-based cash awards settled in cash; |
| · | Dividend equivalents, which are credited to notionally earned performance-based stock units, are reinvested into additional stock units and paid at the end of the three-year cycle with the underlying and vested performance-based stock units. Performance-based stock units that have not been notionally earned do not receive dividend |
Since the performance period for each performance-based grant is three years, participants can have overlapping three-year award opportunities active at any time.
| · | Since the performance period for each performance-based grant is three years, participants can have overlapping three-year award opportunities active at any time. |
net income (80% weighting) and return on invested capital (20% weighting). The Compensation Committee selected these performance metrics because net income and prudent management of capital are essential to the strategic and financial goals of the Company over each measurement period and the full three-year performance period.
For purposesmetrics. In 2017, the potential payout on each of performance-based stock units and the performance-based cash awards, thefinancial metrics ranged from 0% to 200% of target.
| Performance Metric | Threshold Goal | Target Goal | Maximum Goal | Performance Result | Results as a Percent of Target | |||||
| Net Income | $100,000,000 | $164,000,000 | $200,000,000 | $212,766,000 | 200.0% | |||||
| Return on | 11.0% | 13.3% | 16.0% | 18.0% | 200.0% | |||||
| Invested Capital |
results:
Performance Metric | Threshold Goal | Target Goal | Maximum Goal | Performance Result | Results as a Percent of Target | |||||||||||||||
| Net Income | $ | 188,000,000 | $ | 250,000,000 | $ | 313,000,000 | $ | 139,840,000 | 55.9 | % | ||||||||||
| Return on Invested Capital | 11.0 | % | 15.0 | % | 18.0 | % | 10.6 | % | 70.7 | % | ||||||||||
| Net Income, as reported | $ | 95,400,000 | ||
| Plus: Net costs related to Albany tornado, net of tax of $1,829,000 | 3,740,000 | |||
| Less: Product liability reserve adjustment, net of tax of $13,366,000 | (27,334,000 | ) | ||
| Plus: Tax reform legislation impact | 55,791,000 | |||
| Plus: Valuation allowance activity | 12,243,000 | |||
| Net Income | $ | 139,840,000 |
| Numerator: | ||||
| Operating Profit | $ | 354,480,000 | ||
| Income Tax Expense | (118,224,000 | ) | ||
| Net Interest Tax Effect | (7,648,000 | ) | ||
| $ | 228,608,000 | |||
| Denominator: | ||||
| Average of Debt and Equity | $ | 1,272,227,000 | ||
| Corporate Return on Invested Capital | 18.0% |
2017 for long-term incentive purposes:
| Numerator: | ||||
| Operating Profit | $ | 271,724,000 | ||
| Plus: Net costs related to Albany tornado | 5,569,000 | |||
| Less: Product liability reserve adjustment | $ | (40,700,000 | ) | |
| Adjusted Operating Profit | $ | 236,593,000 | ||
| Income Tax Expense on Adjusted Operating Profit | (76,609,000 | ) | ||
| $ | 159,984,000 | |||
| Denominator: | ||||
| Average of Debt and Equity | $ | 1,508,398,000 | ||
| Return on Invested Capital | 10.60 | % | ||
2017.
| Target Performance-Based Stock Unit Award For 2015 | ||||||
| Named Executive Officer | 2013-2015 Long-Term Incentive Performance Period | 2014-2016 Long-Term Incentive Performance Period | 2015-2017 Long-Term Incentive Performance Period | |||
| Mr. Armes | 17,034 | 20,695 | 15,408 | |||
| Ms. Jones | — | — | 2,497 | |||
| Ms. Harmon | 2,392 | 2,736 | 1,844 | |||
| Mr. Hughes | 3,144 | 3,869 | 3,096 | |||
| Mr. Zamansky | 2,248 | 2,588 | 1,844 | |||
| Named Executive Officer | Target Performance-Based Stock Unit Award For 2017 | |||||||||||
2015-2017 Long-Term Incentive Performance Period | 2016-2018 Long-Term Incentive Performance Period | 2017-2019 Long-Term Incentive Performance Period | ||||||||||
| Mr. Hughes | 3,096 | 3,416 | 9,830 | |||||||||
| Ms. Jones | 2,497 | 2,557 | 2,823 | |||||||||
| Mr. Bollman | - | - | 1,055 | |||||||||
| Mr. Zamansky | 1,844 | 1,910 | 1,959 | |||||||||
| Ms. Harmon | 1,844 | 1,892 | 1,878 | |||||||||
2017.
| Target Performance-Based Cash Award For 2015 | ||||||
| Named Executive Officer | 2013-2015 Long-Term Incentive Performance Period | 2014-2016 Long-Term Incentive Performance Period | 2015-2017 Long-Term Incentive Performance Period | |||
| Mr. Armes | $451,111 | $495,834 | $564,000 | |||
| Ms. Jones | — | — | $91,389 | |||
| Ms. Harmon | $63,334 | $65,550 | �� | $67,500 | ||
| Mr. Hughes | $83,234 | $92,692 | $113,334 | |||
| Mr. Zamansky | $59,500 | $62,000 | $67,500 | |||
Target Performance-Based Cash Award For 2017 | ||||||||||||
Named Executive Officer | 2015-2017 Long-Term Incentive Performance Period | 2016-2018 Long-Term Incentive Performance Period | 2017-2019 Long-Term Incentive Performance Period | |||||||||
| Mr. Hughes | $ | 113,334 | $ | 125,556 | $ | 375,000 | ||||||
| Ms. Jones | $ | $ 91,389 | $ | 94,000 | $ | 107,667 | ||||||
| Mr. Bollman | $ | - | $ | - | $ | 45,302 | ||||||
| Mr. Zamansky | $ | 67,500 | $ | 70,200 | $ | 74,719 | ||||||
| Ms. Harmon | $ | 67,500 | $ | 69,534 | $ | 71,621 | ||||||
| 2015 Measurement Period | |||||||||||||
| 2013-2015 Performance Period | 2014-2016 Performance Period | 2015-2017 Performance Period | |||||||||||
| Named Executive Officer | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | |||||||
| Mr. Armes | 34,068 | $902,222 | 41,390 | $991,668 | 30,816 | $1,128,000 | |||||||
| Ms. Jones | — | — | — | — | 4,994 | $182,778 | |||||||
| Ms. Harmon | 4,784 | $126,668 | 5,472 | $131,100 | 3,688 | $135,000 | |||||||
| Mr. Hughes | 6,288 | $166,468 | 7,738 | $185,384 | 6,192 | $226,668 | |||||||
| Mr. Zamansky | 4,496 | $119,000 | 5,176 | $124,000 | 3,688 | $135,000 | |||||||
| 2017 Measurement Period | ||||||||||||||||||||||||
2015-2017 Performance Period | 2016-2018 Performance Period | 2017-2019 Performance Period | ||||||||||||||||||||||
Named Executive Officer | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | ||||||||||||||||||
Mr. Hughes | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Ms. Jones | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Mr. Bollman | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Mr. Zamansky | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Ms. Harmon | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
| 2013-2015 Performance Period | |||||||||||||||||
| 2013 Measurement Period | 2014 Measurement Period | 2015 Measurement Period | 2013-2015 Total Earned | ||||||||||||||
| 0% Achievement | 82.2% Achievement | 200.0% Achievement | |||||||||||||||
| Named Executive Officer | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | |||||||||
| Mr. Armes | — | — | 14,000 | $370,813 | 34,068 | $902,222 | 48,068 | $1,273,035 | |||||||||
| Ms. Jones | — | — | — | — | — | — | — | — | |||||||||
| Ms. Harmon | — | — | 1,965 | $52,060 | 4,784 | $126,668 | 6,749 | $178,728 | |||||||||
| Mr. Hughes | — | — | 2,583 | $68,418 | 6,288 | $166,468 | 8,871 | $234,886 | |||||||||
| Mr. Zamansky | — | — | 1,846 | $48,909 | 4,496 | $119,000 | 6,342 | $167,909 | |||||||||
2018.
| 2015-2017 Performance Period | ||||||||||||||||||||||||||||||||
| 2015 Measurement Period | 2016 Measurement Period | 2017 Measurement Period | 2015-2017 Total Earned | |||||||||||||||||||||||||||||
| 200% Achievement | 163.9% Achievement | 0% Achievement | ||||||||||||||||||||||||||||||
Named Executive Officer | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | PBUs | Performance Cash | ||||||||||||||||||||||||
Mr. Hughes | 6,192 | $ | 226,668 | 5,075 | $ | 185,754 | 0 | $ | 0 | 11,267 | $ | 412,422 | ||||||||||||||||||||
Ms. Jones | 4,994 | $ | 182,778 | 4,093 | $ | 149,787 | 0 | $ | 0 | 9,087 | $ | 332,565 | ||||||||||||||||||||
Mr. Bollman | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||||||||||
Mr. Zamansky | 3,688 | $ | 135,000 | 3,023 | $ | 110,633 | 0 | $ | 0 | 6,711 | $ | 245,633 | ||||||||||||||||||||
Ms. Harmon | 3,688 | $ | 135,000 | 3,023 | $ | 110,633 | 0 | $ | 0 | 6,711 | $ | 245,633 | ||||||||||||||||||||
Upon joining the Company, Mr. Bollman was awarded 11,644 restricted stock units which vest in equal annual installments over a four year period.
| · | 401(k) Plan.The Company provides a 401(k) retirement savings plan for eligible employees, including the named executive officers. Under the Spectrum Retirement Savings Plan, in which the named executive officers participate, participants may choose to contribute up to the annual limit determined by the Internal Revenue Service (“IRS”). |
| · |
Non-Qualified Supplementary Benefit Plan. The Non-Qualified Supplementary Benefit Plan is a non-elective deferred compensation plan. This plan is designed to |
The actuarial change from 2014 in our named executive officers’ pension benefit is presented in the “2015 Summary Compensation Table” on page 24. Detailed information about these pension plans is also presented in the “2015 Pension Benefits Table” and related disclosures on page 30.
Effective December 31, 2017, future deferrals under this plan were suspended.
25.
Officer | Ownership Guideline | Targeted Achievement Date | |
| Mr. | 5X Base Salary | ||
| Ms. Jones | 3X Base Salary | December 3, 2019 | |
| 3X Base Salary | |||
| Mr. Zamansky | 3X Base Salary | April 4, 2016 |
2018.
Regulations issued under
pool, respective bonus pools, the Compensation Committee determined the amounts paid under the annual and long-term incentive plans as previously described.
named executive officers.
12.
Company.
John F. Meier,
Robert D. Welding
| · | Mr. |
| · | Ms. Ginger M. Jones, Senior Vice President and Chief Financial Officer; |
| · | Mr. John J. Bollman, Senior Vice President and Chief Human Resources |
| Name and Principal Position(1) | Year | Salary | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation (6) | Total | |||||||||||||||||||||||||||
| Roy V. Armes | 2015 | $ | 1,103,344 | — | $ | 3,654,001 | — | $ | 4,362,087 | $ | 9,100 | $ | 249,154 | $ | 9,377,686 | |||||||||||||||||||||
| Chairman, Chief Executive | 2014 | $ | 1,071,911 | — | $ | 3,689,147 | $ | 1,851,910 | $ | 2,302,674 | $ | 8,709 | $ | 201,089 | $ | 9,125,440 | ||||||||||||||||||||
| Officer, and President | 2013 | $ | 1,040,459 | — | $ | 1,389,298 | $ | 1,621,496 | $ | 1,454,720 | $ | 8,334 | $ | 320,282 | $ | 5,834,589 | ||||||||||||||||||||
| Ginger M. Jones | 2015 | $ | 470,574 | — | $ | 367,309 | — | $ | 705,000 | — | $ | 27,550 | $ | 1,570,433 | ||||||||||||||||||||||
| Vice President and | 2014 | $ | 32,538 | — | $ | 479,025 | — | $ | 25,990 | — | — | $ | 537,553 | |||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
| Brenda S. Harmon | 2015 | $ | 413,881 | — | $ | 459,835 | — | $ | 716,743 | — | $ | 60,050 | $ | 1,650,509 | ||||||||||||||||||||||
| Senior Vice President and | 2014 | $ | 401,825 | — | $ | 664,210 | $ | 244,844 | $ | 396,786 | — | $ | 56,895 | $ | 1,764,560 | |||||||||||||||||||||
| Chief Human Resources | 2013 | $ | 389,663 | — | $ | 225,901 | $ | 227,662 | $ | 263,860 | — | $ | 78,988 | $ | 1,186,074 | |||||||||||||||||||||
| Officer | ||||||||||||||||||||||||||||||||||||
| Bradley E. Hughes | 2015 | $ | 559,912 | — | $ | 713,325 | — | $ | 1,243,478 | — | $ | 92,377 | $ | 2,609,092 | ||||||||||||||||||||||
| Senior Vice President and | 2014 | $ | 497,989 | — | $ | 726,218 | $ | 398,144 | $ | 550,618 | — | $ | 72,164 | $ | 2,245,133 | |||||||||||||||||||||
| Chief Operating Officer | 2013 | $ | 470,700 | — | $ | 273,980 | $ | 347,077 | $ | 343,452 | — | $ | 77,439 | $ | 1,512,648 | |||||||||||||||||||||
| Stephen Zamansky | 2015 | $ | 416,727 | — | $ | 449,096 | — | $ | 709,699 | — | $ | 56,957 | $ | 1,632,479 | ||||||||||||||||||||||
| Senior Vice President, | 2014 | $ | 393,354 | — | $ | 651,295 | $ | 266,324 | $ | 381,393 | — | $ | 46,922 | $ | 1,739,288 | |||||||||||||||||||||
| General Counsel and | ||||||||||||||||||||||||||||||||||||
| Secretary | ||||||||||||||||||||||||||||||||||||
Name and Principal Position(1) | Year | Salary | Bonus (2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (5) | Total | |||||||||||||||||||
| Bradley E. Hughes | 2017 | $ | 927,791 | _ | $ | 1,748,491 | _ | $ | 412,422 | _ | $ | 173,797 | $ | 3,262,501 | ||||||||||||||
| Chief Executive Officer, | 2016 | $ | 693,038 | _ | $ | 1,883,319 | _ | $ | 1,488,288 | _ | $ | 158,554 | $ | 4,223,199 | ||||||||||||||
| & President | 2015 | $ | 559,912 | _ | $ | 713,325 | _ | $ | 1,243,478 | _ | $ | 92,377 | $ | 2,609,092 | ||||||||||||||
| Ginger M. Jones | 2017 | $ | 521,260 | _ | $ | 623,600 | _ | $ | 332,565 | _ | $ | 93,445 | $ | 1,570,870 | ||||||||||||||
| Senior Vice President and | 2016 | $ | 499,036 | _ | $ | 467,771 | _ | $ | 584,041 | _ | $ | 109,142 | $ | 1,659,990 | ||||||||||||||
| Chief Financial Officer | 2015 | $ | 470,574 | _ | $ | 367,309 | _ | $ | 705,000 | _ | $ | 27,550 | $ | 1,570,433 | ||||||||||||||
| John J. Bollman Senior Vice President and Chief Human Resources Officer | 2017 | $ | 306,300 | $ | 50,000 | $ | 681,200 | _ | $ | _ | _ | $ | 35,345 | $ | 1,072,845 | |||||||||||||
| Stephen Zamansky | 2017 | $ | 444,723 | _ | $ | 442,159 | _ | $ | 245,633 | _ | $ | 69,689 | $ | 1,202,204 | ||||||||||||||
| Senior Vice President, | 2016 | $ | 430,401 | _ | $ | 443,767 | _ | $ | 713,036 | _ | $ | 82,521 | $ | 1,669,725 | ||||||||||||||
| General Counsel and Secretary | 2015 | $ | 416,727 | _ | $ | 449,096 | _ | $ | 709,699 | _ | $ | 56,957 | $ | 1,632,479 | ||||||||||||||
| Brenda S. Harmon | 2017 | $ | 135,598 | _ | $ | 429,111 | _ | $ | 245,633 | _ | $ | 51,205 | $ | 861,547 | ||||||||||||||
| Former Senior Vice | 2016 | $ | 426,312 | _ | $ | 446,560 | _ | $ | 724,725 | _ | $ | 91,161 | $ | 1,688,758 | ||||||||||||||
| President and Chief Human Resources Officer | 2015 | $ | 413,881 | _ | $ | 459,835 | _ | $ | 716,473 | _ | $ | 60,050 | $ | 1,650,509 | ||||||||||||||
| (1) |
| (2) | Upon joining the Company, Mr. Bollman received a signing bonus of $50,000. |
| (3) | Except as otherwise noted below, the amounts shown do not reflect compensation actually received by the named executive officer. The amounts shown in this column for 2017 are the aggregate grant date fair values computed in accordance with |
| (4) | The amounts shown in this column for |
| (5) |
| The amounts shown in this column for |
| Company | ||||||||||||||||||||||||||||
| Company | Contributions | |||||||||||||||||||||||||||
| Contributions | To | Personal, | Tax | |||||||||||||||||||||||||
| To Qualified | Non-Qualified | Spouse, | Gross-Up | |||||||||||||||||||||||||
| Defined | Defined | and | Related | Financial | ||||||||||||||||||||||||
| Contribution | Contribution | Dependent | to Travel | Planning | Executive | |||||||||||||||||||||||
| Named Executive Officer | Plan | Plan | Travel | Costs | Services | Physical | Total | |||||||||||||||||||||
| Roy V. Armes | $ | 21,620 | $ | 202,413 | $ | 5,024 | $ | 5,097 | $ | 13,733 | $ | 1,267 | $ | 249,154 | ||||||||||||||
| Ginger M. Jones | $ | 21,620 | — | — | — | $ | 2,900 | $ | 3,030 | $ | 27,550 | |||||||||||||||||
| Brenda S. Harmon | $ | 21,620 | $ | 35,376 | — | — | $ | 750 | $ | 2,304 | $ | 60,050 | ||||||||||||||||
| Bradley E. Hughes | $ | 21,620 | $ | 60,914 | $ | 387 | $ | 336 | $ | 9,120 | — | $ | 92,377 | |||||||||||||||
| Stephen Zamansky | $ | 21,620 | $ | 35,212 | $ | 66 | $ | 59 | — | — | $ | 56,957 | ||||||||||||||||
Named Executive Officer | Company Contributions To Qualified Defined Contribution Plan | Company Contributions To Non-Qualified Defined Contribution Plan | Personal, Spouse, and Dependent Travel | Tax Gross-Up Related to Travel Costs | Financial Planning Services | Executive Physical | Expense Allowance | Total | ||||||||||||||||||||||||
Bradley E. Hughes | $ | 18,847 | $ | 139,478 | $ | 3,102 | $ | 850 | $ | 9,500 | $ | 2,020 | - | $ | 173,797 | |||||||||||||||||
Ginger M. Jones | $ | 18,847 | $ | 67,219 | — | — | $ | 7,379 | — | - | $ | 93,445 | ||||||||||||||||||||
| John J. Bollman | $ | 18,847 | $ | 3,923 | — | — | $ | 2,575 | — | $ | 10,000 | $ | 35,345 | |||||||||||||||||||
| Stephen Zamansky | $ | 18,847 | $ | 49,202 | — | — | $ | 1,640 | — | - | $ | 69,689 | ||||||||||||||||||||
| Brenda S. Harmon | $ | 18,847 | $ | 24,575 | $ | 812 | $ | 271 | $ | 6,700 | — | - | $ | 51,205 | ||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||
Name (a) | Type(1) | Grant Date (b) | $ Threshold (2) (c) | $ Target (3) (d) | $ Maximum (4) (e) | # Threshold (5) (f) | # Target (6) (g) | # Maximum (7) (h) | All Other Stock Awards: Stock or Units (#) | Value of Stock and Option Awards ($) (8) (i) | ||||||||||||||||||||||||||||
| Roy V. | AIP | 2/19/2015 | $ | 772,263 | $ | 1,544,526 | $ | 3,089,052 | ||||||||||||||||||||||||||||||
| Armes | PBU1 | 2/19/2015 | 8,517 | 17,034 | 34,068 | $ | 626,425 | |||||||||||||||||||||||||||||||
| PBU2 | 2/19/2015 | 10,348 | 20,695 | 41,390 | $ | 761,059 | ||||||||||||||||||||||||||||||||
| PBU3 | 2/19/2015 | 7,704 | 15,408 | 30,816 | $ | 566,629 | ||||||||||||||||||||||||||||||||
| PBU4 | 2/19/2015 | $ | 225,556 | $ | 451,111 | $ | 902,222 | |||||||||||||||||||||||||||||||
| PBU5 | 2/19/2015 | $ | 247,917 | $ | 495,834 | $ | 991,668 | |||||||||||||||||||||||||||||||
| PBU6 | 2/19/2015 | $ | 282,000 | $ | 564,000 | $ | 1,128,000 | |||||||||||||||||||||||||||||||
| RSU | 46,224 | $ | 1,699,888 | |||||||||||||||||||||||||||||||||||
| Ginger M. | AIP | 2/19/2015 | $ | 176,250 | $ | 352,500 | $ | 705,000 | ||||||||||||||||||||||||||||||
| Jones | PBU3 | 2/19/2015 | 1,249 | 2,497 | 4,994 | $ | 91,827 | |||||||||||||||||||||||||||||||
| PBU6 | 2/19/2015 | $ | 45,695 | $ | 91,389 | $ | 182,778 | |||||||||||||||||||||||||||||||
| RSU | 7,491 | $ | 275,482 | |||||||||||||||||||||||||||||||||||
| Brenda S. | AIP | 2/19/2015 | $ | 134,504 | $ | 269,007 | $ | 538,015 | ||||||||||||||||||||||||||||||
| Harmon | PBU1 | 2/19/2015 | 1,196 | 2,392 | 4,784 | $ | 87,966 | |||||||||||||||||||||||||||||||
| PBU2 | 2/19/2015 | 1,368 | 2,736 | 5,472 | $ | 100,616 | ||||||||||||||||||||||||||||||||
| PBU3 | 2/19/2015 | 922 | 1,844 | 3,688 | $ | 67,813 | ||||||||||||||||||||||||||||||||
| PBU4 | 2/19/2015 | $ | 31,667 | $ | 63,334 | $ | 126,668 | |||||||||||||||||||||||||||||||
| PBU5 | 2/19/2015 | $ | 32,775 | $ | 65,550 | $ | 131,100 | |||||||||||||||||||||||||||||||
| PBU6 | 2/19/2015 | $ | 33,750 | $ | 67,500 | $ | 135,000 | |||||||||||||||||||||||||||||||
| RSU | 5,532 | $ | 203,439 | |||||||||||||||||||||||||||||||||||
| Bradley E. | AIP | 2/19/2015 | $ | 252,148 | $ | 504,296 | $ | 1,008,592 | ||||||||||||||||||||||||||||||
| Hughes | PBU1 | 2/19/2015 | 1,572 | 3,144 | 6,288 | $ | 115,621 | |||||||||||||||||||||||||||||||
| PBU2 | 2/19/2015 | 1,935 | 3,869 | 7,738 | $ | 142,282 | ||||||||||||||||||||||||||||||||
| PBU3 | 2/19/2015 | 1,548 | 3,096 | 6,192 | $ | 113,855 | ||||||||||||||||||||||||||||||||
| PBU4 | 2/19/2015 | $ | 41,617 | $ | 83,234 | $ | 166,468 | |||||||||||||||||||||||||||||||
| PBU5 | 2/19/2015 | $ | 46,346 | $ | 92,692 | $ | 185,384 | |||||||||||||||||||||||||||||||
| PBU6 | 2/19/2015 | $ | 56,667 | $ | 113,334 | $ | 226,668 | |||||||||||||||||||||||||||||||
| RSU | 7,491 | $ | 275,482 | |||||||||||||||||||||||||||||||||||
| Stephen | AIP | 2/19/2015 | $ | 135,448 | $ | 270,895 | $ | 541,790 | ||||||||||||||||||||||||||||||
| Zamansky | PBU1 | 2/19/2015 | 1,124 | 2,248 | 4,496 | $ | 82,670 | |||||||||||||||||||||||||||||||
| PBU2 | 2/19/2015 | 1,294 | 2,588 | 5,176 | $ | 95,174 | ||||||||||||||||||||||||||||||||
| PBU3 | 2/19/2015 | 922 | 1,844 | 3,688 | $ | 67,813 | ||||||||||||||||||||||||||||||||
| PBU4 | 2/19/2015 | $ | 29,750 | $ | 59,500 | $ | 119,000 | |||||||||||||||||||||||||||||||
| PBU5 | 2/19/2015 | $ | 31,000 | $ | 62,000 | $ | 124,000 | |||||||||||||||||||||||||||||||
| PBU6 | 2/19/2015 | $ | 33,750 | $ | 67,500 | $ | 135,000 | |||||||||||||||||||||||||||||||
| RSU | 5,532 | $ | 203,439 | |||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||
Name (a) | Type(1) | Grant Date (b) | $ Threshold ($)(2) (c) | $ Target ($)(3) (d) | $ Maximum ($)(4) (e) | # Threshold (#)(5) (f) | # Target (#)(6) (g) | # Maximum (#)(7) (h) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (8) (i) | ||||||||||||||||||||||||||
| Bradley E. | AIP | $ | 533,649 | $ | 1,067,298 | $ | 2,134,596 | _ | _ | _ | _ | _ | ||||||||||||||||||||||||
| Hughes | PBU1 | 2/15/17 | $ | _ | $ | _ | $ | _ | 1,548 | 3,096 | 6,192 | _ | $ | 118,112 | ||||||||||||||||||||||
| PBU2 | 2/15/17 | $ | _ | $ | _ | $ | _ | 1,708 | 3,416 | 6,832 | _ | $ | 130,320 | |||||||||||||||||||||||
| PBU3 | 2/15/17 | $ | _ | $ | _ | $ | _ | 4,915 | 9,830 | 19,660 | _ | $ | 375,015 | |||||||||||||||||||||||
| PBU4 | �� | 2/15/17 | $ | 56,667 | $ | 113,334 | $ | 226,668 | _ | _ | _ | _ | $ | _ | ||||||||||||||||||||||
| PBU5 | 2/15/17 | $ | 62,778 | $ | 125,556 | $ | 251,112 | _ | _ | _ | _ | $ | _ | |||||||||||||||||||||||
| PBU6 | 2/15/17 | $ | 187,500 | $ | 375,000 | $ | 750,000 | _ | _ | _ | _ | $ | _ | |||||||||||||||||||||||
| RSU | 2/15/17 | $ | _ | $ | _ | $ | _ | _ | _ | _ | 29,490 | $ | 1,125,044 | |||||||||||||||||||||||
| Ginger M. | AIP | 2/15/2017 | $ | 195,380 | $ | 390,760 | $ | 781,520 | ||||||||||||||||||||||||||||
| Jones | PBU1 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 1,249 | 2,497 | 4,994 | $ | 95,261 | |||||||||||||||||||||||
| PBU2 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 1,279 | 2,557 | 5,114 | $ | 97,550 | ||||||||||||||||||||||||
| PBU3 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 1,412 | 2,823 | 5,646 | $ | 107,697 | ||||||||||||||||||||||||
| PBU4 | 2/15/2017 | $ | 45,695 | $ | 91,389 | $ | 182,778 | _ | _ | _ | _ | |||||||||||||||||||||||||
| PBU5 | 2/15/2017 | $ | 47,000 | $ | 94,000 | $ | 188,000 | $ | _ | |||||||||||||||||||||||||||
| PBU6 | 2/15/2017 | $ | 53,834 | $ | 107,667 | $ | 215,334 | _ | _ | _ | _ | $ | _ | |||||||||||||||||||||||
| RSU | 8,469 | $ | 323,092 | |||||||||||||||||||||||||||||||||
| John J. | AIP | 3/21/17 | $ | 94,028 | $ | 188,055 | $ | 376,110 | _ | _ | _ | _ | ||||||||||||||||||||||||
| Bollman | PBU1 | 3/21/17 | $ | _ | $ | _ | $ | _ | _ | _ | _ | _ | ||||||||||||||||||||||||
| PBU2 | 3/21/17 | $ | _ | $ | _ | $ | _ | _ | _ | 2,110 | _ | |||||||||||||||||||||||||
| PBU3 | 3/21/17 | $ | _ | $ | _ | $ | _ | 528 | 1,055 | _ | _ | $ | 45,302 | |||||||||||||||||||||||
| PBU4 | 3/21/17 | $ | $ | _ | $ | _ | _ | _ | _ | _ | $ | _ | ||||||||||||||||||||||||
| PBU5 | 3/21/17 | $ | _ | $ | _ | $ | _ | _ | _ | _ | _ | $ | _ | |||||||||||||||||||||||
| PBU6 | 3/21/17 | $ | 22,651 | $ | 45,302 | $ | 90,604 | _ | _ | _ | _ | $ | _ | |||||||||||||||||||||||
| RSU | 3/21/17 | $ | _ | $ | _ | $ | _ | _ | _ | _ | 14,809 | $ | 635,898 | |||||||||||||||||||||||
| Stephen | AIP | 2/15/2017 | $ | 144,581 | $ | 289,161 | $ | 578,322 | ||||||||||||||||||||||||||||
| Zamansky | PBU1 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 922 | 1,844 | 3,688 | _ | $ | 70,349 | ||||||||||||||||||||||
| PBU2 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 955 | 1,910 | 3,820 | _ | $ | 72,867 | |||||||||||||||||||||||
| PBU3 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 980 | 1,959 | 3,918 | _ | $ | 74,736 | |||||||||||||||||||||||
| PBU4 | 2/15/2017 | $ | 33,750 | $ | 67,500 | $ | 135,000 | _ | _ | _ | _ | |||||||||||||||||||||||||
| PBU5 | 2/15/2017 | $ | 35,100 | $ | 70,200 | $ | 140,400 | _ | _ | _ | _ | |||||||||||||||||||||||||
| PBU6 | 2/15/2017 | $ | 37,360 | $ | 74,719 | $ | 149,438 | _ | _ | _ | _ | |||||||||||||||||||||||||
| RSU | 5,877 | $ | 224,208 | |||||||||||||||||||||||||||||||||
| Brenda S. | AIP | 2/15/2017 | $ | 41,324 | $ | 82,648 | $ | 165,296 | ||||||||||||||||||||||||||||
| Harmon | PBU1 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 922 | 1,844 | 3,688 | _ | $ | 70,349 | ||||||||||||||||||||||
| PBU2 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 946 | 1,892 | 3,784 | _ | $ | 72,180 | |||||||||||||||||||||||
| PBU3 | 2/15/2017 | $ | _ | $ | _ | $ | _ | 939 | 1,878 | 3,756 | _ | $ | 71,646 | |||||||||||||||||||||||
| PBU4 | 2/15/2017 | $ | 33,750 | $ | 67,500 | $ | 135,000 | _ | _ | _ | _ | |||||||||||||||||||||||||
| PBU5 | 2/15/2017 | $ | 34,767 | $ | 69,534 | $ | 139,068 | _ | _ | _ | _ | |||||||||||||||||||||||||
| PBU6 | 2/15/2017 | $ | 35,811 | $ | 71,621 | $ | 143,242 | _ | _ | _ | _ | |||||||||||||||||||||||||
| RSU | 5,634 | $ | 214,937 | |||||||||||||||||||||||||||||||||
| (1) | AIP = Annual Incentive Plan; PBU1 = Performance-based stock units granted in the |
| (2) | The amounts shown in column (c) with respect to AIP represent the threshold opportunity if all of the performance metrics are met. The threshold payout is based on |
| (3) | The amounts shown in column (d) with respect to AIP represent the target opportunity if |
| (4) | The amounts shown in column (e) with respect to AIP represent the maximum opportunity if |
| (5) | The amounts shown in column (f) represent the threshold number of performance-based stock units that the executive would notionally earn for |
| (6) | The amounts shown in column (g) represent the target number of performance-based stock units that the executive would notionally earn for |
| (7) | The amounts shown in column (h) represent the maximum number of performance-based stock units that the executive would notionally earn for |
| (8) | The amounts in column |
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
Equity | |||||||||||||||||||||||
| Roy V. Armes | — | 41,673 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | ||||||||||||||||||||||
| — | 100,702 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | |||||||||||||||||||||||
| 174,317 | $ | 6,597,909 | 51,511 | $ | 1,949,691 | |||||||||||||||||||||||||||
| — | 142,375 | |||||||||||||||||||||||||||||||
| Ginger M. Jones | 27,784 | $ | 1,051,624 | 4,994 | $ | 189,023 | ||||||||||||||||||||||||||
| Brenda S. | 18,000 | — | $ | 22.970 | February 23, 2011 | February 23, 2021 | — | — | — | — | ||||||||||||||||||||||
| Harmon | 11,702 | 5,851 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | ||||||||||||||||||||||
| 6,657 | 13,314 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | |||||||||||||||||||||||
| 24,667 | $ | 933,646 | 6,424 | $ | 243,148 | |||||||||||||||||||||||||||
| 36,359 | 19,165 | |||||||||||||||||||||||||||||||
| Bradley E. | 17,840 | 8,920 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | ||||||||||||||||||||||
| Hughes | 10,825 | 21,650 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | ||||||||||||||||||||||
| 34,174 | $ | 1,293,498 | 10,061 | $ | 380,809 | |||||||||||||||||||||||||||
| 28,665 | 30,570 | |||||||||||||||||||||||||||||||
| Stephen | — | 6,156 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | ||||||||||||||||||||||
| Zamansky | 14,482 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | |||||||||||||||||||||||
| — | 24,246 | $ | 917,724 | 6,276 | $ | 237,547 | ||||||||||||||||||||||||||
| — | 20,638 | |||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | |||||||||||||||||||
| Bradley E. Hughes | 26,760 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | |||||||||||||||||||
| 32,475 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | ||||||||||||||||||||
| 68,136 | $ | 2,408,608 | 23,076 | $ | 815,737 | |||||||||||||||||||||||
| 59,235 | ||||||||||||||||||||||||||||
| Ginger M. Jones | 20,626 | $ | 729,129 | 8,203 | 289,976 | |||||||||||||||||||||||
| John J. Bollman | 14,976 | $ | 529,402 | 2,110 | $ | 74,589 | ||||||||||||||||||||||
| Stephen Zamansky | 14,934 | $ | 527,917 | 5,828 | $ | 206,020 | ||||||||||||||||||||||
| Brenda S. Harmon | 18,000 | $ | 22.970 | February 23, 2011 | February 23, 2021 | — | — | — | — | |||||||||||||||||||
| 17,553 | $ | 25.425 | February 21, 2013 | February 21, 2023 | — | — | — | — | ||||||||||||||||||||
| 19,971 | $ | 23.960 | February 20, 2014 | February 20, 2024 | — | — | — | — | ||||||||||||||||||||
| 55,524 | 3,137 | $ | 110,893 | — | — | |||||||||||||||||||||||
| (1) | The stock options vest in one-third increments on each of the first three anniversaries of the |
| (2) | Includes dividend equivalent units earned on outstanding restricted stock units. The amounts reported in this column will vest: for Mr. |
| (3) | Value is based on the closing price of our common stock of |
| (4) | Reflects the target payout opportunity for |
Name (a) Plan Name (b) Number of (c) Present Value of Accumulated (d) Payments During Last Fiscal Year (e) Non-Qualified Supplementary Benefit Plan – DB Account Payments Made Upon Retirement, Death, or Disability Name Fees Earned or Stock Option Total $220,000 Contents The information contained on or accessible through the Company’s website is not incorporated by reference in this proxy statement and should not be considered a part of this proxy statement. The Compensation 2017. the Securities Act or under the Exchange Act. 4, 2018 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 01) 02) 03) 04) The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s).For non-Plan participants, if no direction is made, this proxy will be voted FOR Items 1, 2 and 3. If any other matters properly come before the Annual Meeting, the persons named in this proxy will vote in their discretion. For address changes and/or comments, please check this box and write them on the back where indicated.exerciseexercises of stock options, plus the value realized at exercise by each named executive officer, and restricted stock awards that vested, plus the value realized by each named executive officer as a result of such vesting, during 2015. Option Awards Stock Awards Number of Number of Shares Value Shares Value Acquired Realized Acquired Realized on Exercise on Exercise on Vesting on Vesting Name (#) ($) (#) ($)(1) (a) (b) (c) (d) (e) Roy V. Armes 557,917 $21,989,102 103,961 $3,713,190 Ginger M. Jones — — — — Brenda S. Harmon 52,500 $2,008,650 18,912 $672,972 Bradley E. Hughes 80,600 $3,044,928 20,940 $748,109 Stephen Zamansky 65,653 $2,444,918 24,969 $938,724 Option Awards Stock Awards Bradley E. Hughes — — 35,220 $ 1,353,832 Ginger M. Jones — — 20,668 774,602 John J. Bollman — — — — Stephen Zamansky 7,241 $ 298,546 15,485 $ 627,924 Brenda S. Harmon __ __ 21,903 $ 868,733 (1) These amounts represent the fair market value of our common stock on the vesting date or distribution date multiplied by the number of shares that vested or were distributed. This table shows the actuarial present value of accumulated benefits payable to, and the number of years of service credited to Mr. Armes, who is the only named executive officer with a benefit under our now frozen defined benefit plan. Mr. Armes has a cash balance plan benefit under the Spectrum Retirement Plan, and a related supplementary benefit under the Non-Qualified Supplementary Benefit Plan.
Years
Credited
Service
Benefit Roy V. Armes Spectrum Retirement Plan 9 $43,828 $0 9 $167,504 $0 For purposes of the amounts reflected above under column (d), we have used the same assumptions that we use for financial reporting purposes under generally accepted accounting principles, except that we have assumed that the retirement age for our named executive officers is their normal retirement age of 65. Mr. Armes has announced his intention to retire on August 31, 2016. His actual benefit under the qualified and non-qualified plans will be determined under the provisions of those plans as they apply to all participants. See Note 12 to our Consolidated Financial Statements for the twelve months ended December 31, 2015, for details as to our valuation method and the material assumptions applied in quantifying the present value of the current accrued benefit. See also our discussion of pension and postretirement benefits under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” beginning on page 31 of the Company’s Form 10-K for the year ended December 31, 2015.30Upon retirement, a participant’s benefit under the cash balance plan will be paid in the form20152017 for each of our named executive officers under our non-qualified deferred compensation plans and programs. As noted above, Mr. Armes is the only named executive officer who has a benefit under the Non-Qualified Supplementary Plan that is related to the now frozen defined benefit (cash balance) plan.Name Executive
Contributions
($)(1) Company
Contributions
($)(2) Aggregate
Earnings
($)(3) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at 12/31/15
($)(4) Roy V. Armes Non-Qualified Supplementary Benefit Plan — $202,413 $13,343 — $1,001,030 Deferred Restricted Stock Units — — $319,430 — $3,377,015 Ginger M. Jones Non-Qualified Supplementary Benefit Plan — $21,944 — — $21,944 Brenda S. Harmon Non-Qualified Supplementary Benefit Plan — $35,376 $18,191 — $222,808 Bradley E. Hughes Non-Qualified Supplementary Benefit Plan — $60,914 $2,505 — $199,449 Stephen Zamansky Non-Qualified Supplementary Benefit Plan — $35,212 $1,184 — $95,797 Name — $ 139,478 $ 6,103 — $ 475,381 — $ 67,219 $ 2,468 — $ 174,644 — $ 3,923 — — $ 3,923 — $ 49,202 $ 4,631 — $ 213,816 — — $ 15,959 $ (308,752 ) $ 0 31(1) The amounts reported as Executive Contributions are fully reported in the 20152017 Summary Compensation Table.(2) The amounts reported as Company Contributions include amounts with respect to both base salary and annual incentive compensation earned by each named executive officer for 2015.2017. These amounts include contributions made in 20162018 with respect to 2015.2017. All of these amounts are reported as All Other Compensation in the 20152017 Summary Compensation Table.(3) None of the amounts reported as Aggregate Earnings are reported in the 20152017 Summary Compensation Table.(4) The Aggregate Balance at December 31, 2015,2017, includes deferred compensation and Company contributions which waswere reported in the Summary Compensation Table for this year and prior year proxies. The amounts are $1,221,433$475,381 for Mr. Armes, $1,130,632Hughes; $161,280 for Ms. Jones, $205,454Jones; $3,923 for Mr. Bollman; $163,195 for Mr. Zamansky and $0 for Ms. Harmon, $168,558 for Mr. Hughes, and $60,944 for Mr. Zamansky.Harmon.Internal Revenue Code. Mr. Armes has an accrued benefit under the frozen cash balance plan.32Payments to Mr. ArmesWe are a party to an employment agreement with Mr. Armes. The initial term of employment for Mr. Armes was for three years beginning January 1, 2007, which term is automatically extended for one additional year commencing each January 1 after the commencement of the initial term until the year in which Mr. Armes’ 64th birthday occurs, unless either Mr. Armes or we give prior notice by September 30th that the term will Ms. Harmon did not be extended. The employment agreement contains non-competition and non-solicitation provisions that extend for two years after any termination of employment. Certain compensation awards granted to Mr. Armes are also governed by the applicable compensation plans and award agreements. Below is a description of the payments or compensation Mr. Armes is entitled to when his employment with us is terminated, including upon his announced retirement on August 31, 2016, or upon a change in control.Payments Made Upon RetirementMr. Armes has announced his intention to retire effective August 31, 2016. Upon such retirement, he will be entitled to his then current base salary, to the extent unpaid through his termination date, plus the prorated portion of our annual and long-term incentive compensation programs based upon actual performance through the end of the applicable measurement period(s) to be distributed in accordance with the terms of the plans. Additionally, all outstanding stock options (or similar equity awards) will remain outstanding and exercisable in accordance with their terms. The vesting and distribution of restricted stock units will be in accordance with the terms of the grants. He will also receive any accrued and vestedadditional compensation in connection with her retirement benefits, including underfrom the Company’s Non-Qualified Supplementary Benefit Plan.Payments Made Upon Death or DisabilityIn the event of Mr. Armes’ death or termination of employment due to disability, he or his beneficiaries or estate will be entitled to payment of a full target annual incentive, a prorated long-term performance based incentive compensation payout based on actual performance through the end of the most recent fiscal quarter, and 24 months’ continuation of life and accident benefits and health benefits followed by eligible COBRA benefits, as well as distribution of any unpaid vested restricted stock unit award.Payments Made Upon Termination for Cause or Without Good ReasonUpon a termination for cause or without good reason, Mr. Armes is entitled to payment of any earned and unpaid base pay as of the date of termination and vested benefits in accordance with the terms of the applicable plans.
Company.33Payments Made Upon Termination Without Cause or for Good ReasonMr. Armes is entitled to certain separation benefits and payments upon an involuntary termination without cause or a voluntary termination due to good reason (as defined in the employment agreement). These payments and benefits include the following:·Prorated portion of long-term performance based incentive compensation based on actual performance through the end of the most recent fiscal quarter;·Lump sum payment of $75,000 plus two times the sum of his base pay and average annual incentive compensation earned over the prior three years;·Accelerated vesting of all then unvested time-based restricted stock unit awards payable in accordance with the terms of the applicable plans;·Stock option awards that are vested at the date of termination, subject to exercise for 90 days following termination; and·24 months’ continuation of life, accident, and health benefits followed by retiree medical and life insurance coverage to the extent eligible, subject to mitigation.Payments Made in Connection with a Termination Following a Change in ControlMr. Armes is entitled to certain separation benefits and payments upon a termination without cause or a voluntary termination due to good reason within two years following a change in control. These payments and benefits upon termination include the following:·Prorated portion of long-term performance based incentive compensation based on actual performance through the end of the most recent fiscal quarter;·Lump sum payment of $75,000 plus two times the sum of his base pay and average annual incentive compensation earned over the prior three years;·Accelerated vesting of all then unvested time-based restricted stock unit and stock option awards with payment made in accordance with the terms of the applicable plans (stock options will be subject to exercise for 90 days following termination) or the Company may pay the value in cash; however, if the successor company has not assumed the obligation at the date of the change in control, vesting will occur at the time of the change in control;·24 months’ continuation of life, accident, and health benefits followed by retiree medical and life insurance coverage to the extent eligible, subject to mitigation; and·A tax gross-up for excise taxes, if the parachute payments exceed 110% of the “Section 280G safe harbor limit,” resulting from payments triggered as a result of a change in control. If the parachute payments do not exceed 110% of the “Section 280G safe harbor limit,” the payments are cut-back to the “Section 280G safe harbor limit” and there is no tax gross-up for excise taxes.All post-termination payments are conditioned upon the execution by Mr. Armes at the time of termination of a release of all claims against the Company.34Payments to Other Named Executive Officers· Prorated incentive (annual and long-term) compensation through the date of termination based upon actual performance through the end of the applicable measurement period(s) to be distributed in accordance with the terms of the plans; · Accrued and vested retirement benefits; · Upon death or disability, stock options fully vest and are exercisable for twelve (12) months; upon retirement, stock options continue to vest in accordance with the terms of the plans and are exercisable for five years from the date of retirement; and · Unvested restricted stock unit awards vest upon retirement, death, or disability and are distributable in accordance with participant elections under the terms of the plan.plan· Notionally earned performance units and cash under long-term compensation plans and annual incentive plans for completed performance periods vest in full upon certification by the Compensation Committee. · Vested stock options at the date of termination are exercisable for thirty (30) days for voluntary termination; ninety (90) days for involuntary termination without cause. · Payment of notionally earned and unpaid annual and long-term incentive compensation; · Prorated target for annual or long-term incentive compensation that is not notionally earned; · If the time-based restricted stock units or stock option awards are not assumed by the successor upon the change in control, the restricted stock units and stock options vest upon the change in control. Stock options remain exercisable for 90 days following termination. Restricted stock units and stock options may be converted to cash if the acquiring company does not assume responsibility for the obligation; and 35· Upon a qualified termination under a potential change in control only, accelerated vesting of all then unvested time-based restricted stock units and stock option awards with payment of restricted stock units in accordance with the participant elections under terms of the plan and stock options are exercisable for 90 days following termination. · Prorated annual incentive compensation from the date of the beginning of the performance period through the date of termination for awards or programs in which the executive participates at target levels; · If the time-based restricted stock units or stock option awards are assumed by the successor upon the change in control, accelerated vesting of all then unvested time-based restricted stock units and stock option awards with payment in accordance with the terms of the applicable plans (stock options will be subject to exercise for 90 days following termination); · TwoAn amount equal to three times the sum of the namedchief executive officer’s annual base pay plus target annual incentive compensation at the greater of the amount at termination or immediately prior to the change in control; two times the sum for all other named executive officers.· 36 months for Mr. Hughes and 24 months’months for all other named executive officers of continuation of life, accident, and health benefits, followed by retiree medical and life insurance coverage to the extent eligible, subject to mitigation;· Outplacement services for 12 months, in an amount up to 15% of the named executive officer’s base salary; and · If the parachute payments on an after-tax basis exceed 110% of the parachute payments that would have been received calculated without a reduction to the “Section 280G safe harbor limit,” the payments are not cut back to the “Section 280G safe harbor limit,” otherwise they are cut back. In any event, there is no tax gross-up for excise taxes. 31, 2015,29, 2017, and that the price of our Common Stock equals $37.85,$35.35, which was the closing price of our Common Stock on December 31, 2015,29, 2017, as reported on the New York Stock Exchange. Actual amounts that we may pay to any named executive officer upon termination of employment, however, can only be determined at the time of such named executive officer’s actual separation from Cooper Tire & Rubber Company.
Tire.36Roy V. ArmesBradley E. HughesRoy V. Armes, Chairman,Bradley E. Hughes, Chief Executive Officer and President.Benefits and Payments
Upon Termination Retirement
on
12/31/15
(A) Termination
by Death
on
12/31/15 Termination
by
Disability
on
12/31/15 Termination
Without
Cause or
for Good
Reason on
12/31/15 Termination
for Cause
or Without
Good
Reason on
12/31/15 Termination
Subsequent
to a Change
in Control
on
12/31/15 Compensation: Base Salary(1) $ — Annual Incentive Compensation(2) $ 3,089,052 3,089,052 3,089,052 3,089,052 3,089,052 3,089,052 Cash Severance - Base Salary and Average Annual Incentive Compensation Multiple(3) $ 5,739,576 5,739,576 Long-Term Incentive - Performance-Based Stock Units and Cash(4) $ 9,009,688 9,009,688 9,009,688 9,009,688 9,009,688 Stock Options(5) $ 1,958,211 1,958,211 1,958,211 1,958,211 1,958,211 Restricted Stock Units(6) $ 6,590,821 6,590,821 6,590,821 6,590,821 3,377,053 6,590,821 Benefits and Perquisites: Pension Plan and Non-Qualified Supplementary Benefit Plan(7) $ 1,168,534 1,168,534 1,168,534 1,168,534 1,168,534 1,168,534 Executive Deferred Compensation Plan $ — Life, Accident, and Health Insurance(8) $ — 34,397 34,397 34,397 34,397 Retiree Medical and Life Insurance(9) $ — Excise Tax Gross-Up(10) $ — Outplacement Services(11) $ — Total $ 21,816,306 21,850,703 21,850,703 27,590,279 7,634,639 27,590,279 Compensation: $ - $ - $ - 6,051,713 $ - 1,223,902 1,223,902 817,934 1,223,902 $ - 635,483 635,483 635,483 635,483 $ - 2,208,421 2,208,421 2,208,421 Benefits and Perquisites: $ - 475,380 475,380 475,380 475,380 475,380 Executive Deferred Compensation Plan $ - $ - 48,477 $ - 140,738 Total $ - 4,543,186 4,543,186 1,928,797 475,380 10,784,114 (A) EligibleNot eligible for retirement at 12/31/15.Mr. Armes intends to retire 8/31/16.29/17.Benefits and Payments
Upon Termination Retirement
on
12/31/15
(A) Termination
by Death
on
12/31/15 Termination
by
Disability
on
12/31/15 Termination
Without
Cause or
for Good
Reason on
12/31/15 Termination
for Cause
or Without
Good
Reason on
12/31/15 Termination
Subsequent
to a Change
in Control
on
12/31/15 Compensation: Base Salary(1) $ — Annual Incentive Compensation(2) $ — 705,000 705,000 705,000 705,000 705,000 Cash Severance - Base Salary and Average Annual Incentive Compensation Multiple(3) $ — 1,085,837 Long-Term Incentive - Performance-Based Stock Units and Cash(4) $ — 371,801 371,801 371,801 Stock Options(5) $ — Restricted Stock Units(6) $ — 862,602 862,602 862,602 Benefits and Perquisites: Pension Plan and Non-Qualified Supplementary Benefit Plan(7)(B) $ — 21,944 21,944 21,944 21,944 21,944 Executive Deferred Compensation Plan $ — Life, Accident, and Health Insurance(8) $ — 34,971 Retiree Medical and Life Insurance(9) $ — Excise Tax Gross-Up(10) $ — Outplacement Services(11) $ — 70,500 Total $ — 1,961,347 1,961,347 726,944 726,944 3,152,655 Compensation: $ - $ - $ - 1,837,500 $ - 963,626 963,626 659,714 963,626 $ - _ _ _ _ _ $ - 579,280 579,280 _ _ 579,280 Benefits and Perquisites: $ - 174,644 174,644 174,644 174,644 174,644 Executive Deferred Compensation Plan $ - $ - 30,317 $ - 78,750 Total $ - 1,717,550 1,717,550 834,358 174,644 3,664,117 (A) Not eligible for retirement at 12/ 31/15.29/17.(B)Not eligible to participate in Pension Plan.Brenda S. HarmonJohn J. BollmanBrenda S. Harmon,John J. Bollman, Senior Vice President and Chief Human Resources Officer.Benefits and Payments
Upon Termination Retirement
on
12/31/15
(A) Termination
by Death
on
12/31/15 Termination
by
Disability
on
12/31/15 Termination
Without
Cause or
for Good
Reason on
12/31/15 Termination
for Cause
or Without
Good
Reason on
12/31/15 Termination
Subsequent
to a Change
in Control
on
12/31/15 Compensation: Base Salary(1) $ — Annual Incentive Compensation(2) $ 538,015 538,015 538,015 538,015 538,015 538,015 Cash Severance - Base Salary and Average Annual Incentive Compensation Multiple(3) $ — 1,376,760 Long-Term Incentive - Performance-Based Stock Units and Cash(4) $ 1,187,957 1,187,957 1,187,957 1,187,957 1,187,957 Stock Options(5) $ 780,886 780,886 780,886 780,886 780,886 Restricted Stock Units(6) $ 500,756 500,756 500,756 500,756 Benefits and Perquisites: Pension Plan and Non-Qualified Supplementary Benefit Plan(7)(B) $ 222,808 222,808 222,808 222,808 222,808 222,808 Executive Deferred Compensation Plan $ — Life, Accident, and Health Insurance(8) $ — 27,445 Retiree Medical and Life Insurance(9) $ — Excise Tax Gross-Up(10) $ — Outplacement Services(11) $ — 62,580 Total $ 2,320,422 3,230,422 3,230,422 2,729,666 760,823 4,697,207 Compensation: $ - $ $ - 1,198,770 $ $ $ 529,402 529,402 529,402 Benefits and Perquisites: $ - 3,923 3,923 3,923 3,923 3,923 Executive Deferred Compensation Plan $ - $ - 23,499 $ - 60,000 Total $ 533,325 533,325 3,923 3,923 1,815,594 (A) EligibleNot eligible for retirement at 12/31/15.29/17.(B)Not eligible to participate in Pension Plan.Bradley E. Hughes-36-The following table shows the potential payments upon termination under various circumstances for Bradley E. Hughes, Senior Vice President and Chief Operating Officer.Benefits and Payments
Upon Termination Retirement
on
12/31/15 (A) Termination
by Death
on
12/31/15 Termination
by Disability
on
12/31/15 Termination
Without
Cause or
for Good
Reason on
12/31/15 Termination
for Cause
or Without
Good
Reason on
12/31/15 Termination
Subsequent
to a Change
in Control
on
12/31/15 Compensation: Base Salary(1) $ — Annual Incentive Compensation(2) $ — 1,008,592 1,008,592 1,008,592 1,008,592 1,008,592 Cash Severance - Base Salary
and Average Annual Incentive
Compensation Multiple(3) $ — 2,147,000 Long-Term Incentive -
Performance-Based Stock
Units and Cash(4) $ — 1,709,046 1,709,046 571,825 1,709,046 Stock Options(5) $ — 810,331 810,331 810,331 810,331 Restricted Stock Units(6) $ — 644,510 644,510 644,510 Benefits and Perquisites: Pension Plan and Non-Qualified
Supplementary Benefit Plan(7)(B) $ — 199,449 199,449 199,449 199,449 199,449 Executive Deferred
Compensation Plan $ — Life, Accident, and Health
Insurance(8) $ — 35,393 Retiree Medical and Life
Insurance(9) $ — Excise Tax Gross-Up(10) $ — Outplacement Services(11) $ — 84,750 Total $ — 4,371,928 4,371,928 2,590,197 1,208,041 6,639,071 (A) Not eligible for retirement at 12/31/15.(B) Not eligible to participate in Pension Plan.Benefits and Payments
Upon Termination Retirement
on
12/31/15 (A) Termination
by Death
on
12/31/15 Termination
by Disability
on
12/31/15 Termination
Without
Cause or
for Good
Reason on
12/31/15 Termination
for Cause
or Without
Good
Reason on
12/31/15 Termination
Subsequent
to a Change
in Control
on
12/31/15 Compensation: Base Salary(1) $ — Annual Incentive Compensation(2) $ — 541,790 541,790 541,790 541,790 541,790 Cash Severance - Base Salary
and Average Annual Incentive
Compensation Multiple(3) $ — 1,389,690 Long-Term Incentive -
Performance-Based Stock
Units and Cash(4) $ — 1,135,706 1,135,706 408,786 1,135,706 Stock Options(5) $ — 283,799 283,799 283,799 283,799 Restricted Stock Units(6) $ — 500,756 500,756 500,756 Benefits and Perquisites: Pension Plan and Non-Qualified
Supplementary Benefit Plan(7)(B) $ — 95,797 95,797 95,797 95,797 95,797 Executive Deferred
Compensation Plan $ — Life, Accident, and Health
Insurance(8) $ — 23,642 Retiree Medical and Life
Insurance(9) $ — Excise Tax Gross-Up(10) $ — Outplacement Services(11) $ — 63,180 Total $ — 2,557,848 2,557,848 1,330,172 637,587 4,034,630 (A) Not eligible for retirement at 12/31/15.(B) Not eligible to participate in Pension Plan. Compensation: $ - $ - $ - 1,481,205 $ - 714,289 714,289 487,261 714,289 $ - $ - 415,963 415,963 415,963 Benefits and Perquisites: $ - 213,816 213,816 213,816 213,816 213,816 Executive Deferred Compensation Plan $ - $ - 29,455 $ - 67,328 Total $ - 1,344,068 1,344,068 701,077 213,816 2,922,056 41(A) Not eligible for retirement at 12/29/17. (1) As of December 31, 2015,29, 2017, the amount of base salary payable to the named executive officers for services rendered during 20152017 has been paid.(2) Amounts shown are actual amounts payable in early 2016,2018, if any, based upon achieved performance metrics established for 20152017 although the payments could be different for a termination during the year under the various listed terminations.(3) Termination within two years after a change in control: $75,000 lump sum payment in addition to two (2)Mr. Hughes would receive three (3) times the sum of base salary as of the end of 2015 plus average annual cash incentive award over the prior three (3) years for Mr. Armes. Mr. Armes would receive the same amount if terminated without cause or for good reason. All other named executive officers would receive two (2) times the sum of base salary as of the end of 20152017 plus target annual cash incentive compensation for termination due to a change in control. Other named executive officers would receive an amount equal to two (2) times the sum of the same amount. Any required reduction due to a Section 280G related excise tax “Cap” for other named executives due to a change in control adjusts the cash severance.(4) Amounts shown are based on the performance-based stock units and performance-based cash earned as of December 31, 2015,29, 2017, as part of the 2013-2015,2015-2017, the 2014-2016,2016-2018, and the 2015-20172017-2019 long-term incentive programs’ performance-based grants. Units were valued at the closing price of our common stock at December 31, 2015.29, 2017.(5) Total in-the-money/intrinsic dollar value of vested and non-vested stock options for change in control. Total in-the-money/intrinsic dollar value of vested and non-vested stock options for retirement, disability, or death with specific periods for exercise. (6) Total dollar value of vested and non-vested restricted stock units for termination without cause or for good reason (Mr. Armes only), retirement, disability, death, and termination in connection with a change in control. Total dollar value of only vested restricted stock units for termination with cause or without good reason. When restricted units become vested, the grantee shall receive shares of common stock equal to the number of restricted units granted in addition to dividend equivalents earned. The common stock is to be delivered on the date specified by the grantee in their restricted stock award agreement.(7) All vested Non-Qualified Supplementary Benefit Plan retirement plus investment savings benefits are payable to all participants upon termination. (8) Present value of 36 months for Mr. Hughes and 24 months’months for all other named executive officers of coverage offor Company-provided life, accident, and health benefits. In accordance with Mr. Armes’ employment agreements, he would receive this same amount if terminated without cause or for good reason, or due to death or disability.(9) Present value of Company-paid lifetime medical and life insurance valued to age 85. This benefit is only for employees hired before January 1, 2003, who are eligible to retire.(10)Under the terms of the employment agreement with Mr. Armes, this reflects the estimated gross-up payment for excise taxes imposed by Code Section 4999, if any, assuming a change in control and subsequent termination of the executive’s employment as of December 31, 2015. The gross-up payment would cover federal excise taxes and additional income taxes resulting from the payment of the gross-up.(11)The amount shown reflects the total amount payable for outplacement assistance for, Ms. Harmon, Ms. Jones, and Messrs. Hughes, Bollman and Zamansky, which is equal to 15% of current base salary.20152017 DIRECTOR COMPENSATION TABLE
(a)
Paid in Cash
($)(1)
(b)
Awards
($)(2)
(c)
Awards
($)(3)
(d)
($)
(h) Thomas P. Capo $120,000 $125,000 — $245,000 Steven M. Chapman $100,000 $125,000 — Susan F. Davis $0 $0 — $0 John J. Holland $105,000 $125,000 — $230,000 John F. Meier $115,000 $125,000 — $240,000 Gary S. Michel $0 $0 — $0 John H. Shuey $115,000 $125,000 — $240,000 Richard L. Wambold $75,000 $125,000 — $200,000 Robert D. Welding $112,000 $125,000 — $237,000 Thomas P. Capo $ 234,000 $ 125,000 — $ 359,000 Steven M. Chapman $ 100,000 $ 125,000 — $ 225,000 Susan F. Davis $ 100,000 $ 125,000 — $ 225,000 John J. Holland $ 120,000 $ 125,000 — $ 245,000 Tracey I. Joubert* — — — — John F. Meier* $ 28,750 — — $ 28,750 Gary S. Michel $ 100,000 $ 125,000 — $ 225,000 John H. Shuey $ 100,000 $ 125,000 — $ 225,000 Robert D. Welding $ 114,250 $ 125,000 — $ 239,250 (1) The amounts listed under “Fees Earned or Paid in Cash” represent the compensation amounts discussed in the narration below. The Non-Employee Directorsonly non-employee Director who deferred the following amounts of fees reported in column (b) initially into phantom stock units under our Directors’ deferral plan, as described below: Mr. Capo, $0;below, was Mr. Chapman $100,000; Ms. Davis, $0; Mr. Meier, $28,750; Mr. Holland, $30,000; Mr. Michel, $0; Mr. Shuey, $0; Mr. Wambold, $50,000; and Mr. Welding, $0.who deferred $100,000.(2) 108 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the twelve monthsyear ended December 31, 2015,2017, for details as to the assumptions used to determine the fair value of the phantom stock awards. The Non-Employeenon-employee Directors had phantom stock awards outstanding as of December 31, 2015,2017, for the following number of shares: Mr. Capo, 46,229;54,368; Mr. Chapman, 96,750;111,558; Ms. Davis, 7,070; Mr. Holland, 110,579; Ms. Joubert 0; Mr. Holland, 99,363; Mr. Meier, 88,554; Mr. Michel, 0;7,070; Mr. Shuey, 15,375; Mr. Wambold, 0;3,247; and Mr. Welding, 61,722. Each Non-Employee70,219.Each non-employee Director, other than Ms. Joubert, who joined the Board on November 16, 2017, and Mr. Meier, who resigned from the Board on January 10, 2017, received an annual grant of phantom stock awards of: 3,449.73,180.7 units on May 8, 2015.5, 2017. The entire grant date fair value (including amounts reported for 2015)2017) of the phantom stock awards issued to each of the Non-Employeenon-employee Directors other than Ms. Joubert in 20152017 was $125,000.* (3)The Non-Employee Directors had option awards outstanding as of December 31, 2015, forMs. Joubert joined the following number of shares: Mr. Capo, 0; Mr. Chapman, 2,631; Ms. Davis, 0; Mr. Holland, 2,631;Board on November 16, 2017, and Mr. Meier 2,631; Mr. Michel, 0; Mr. Shuey, 0; Mr. Wambold, 0; and Mr. Welding, 0.resigned from the Board on January 10, 2017.Non-Employeenon-employee Directors upon the recommendation of the Nominating and Governance Committee. Compensation of Directors is reviewed on an annual basis utilizing benchmarks and trends in director compensation provided by an independent consultant. Except as noted in the footnotes above, our Non-Employeenon-employee Directors received the following compensation on an annual basis for the period January 1, 20152017 through December 31, 20152017:· Non-Employeenon-employee Director received an annual retainer of $100,000.$100,000. There were no fees for attendance at meetings of the Board of Directors and meetings of the Committees of the Board of Directors;· The Lead Directornon-executive Chairman of the Board received an additional annual fee of $20,000for$125,000 for serving in that capacity;· $20,000for$20,000 for serving in that capacity;· The Chair of the Compensation Committee received an additional annual fee of $15,000 for serving in that capacity; and · The Chair of the Nominating and Governance Committee received an additional annual fee of $12,000 for serving in that capacity. Non-Employeenon-employee Director received an annual grant of phantom stock units in an amount equal to $125,000 divided by the average of the highest and the lowest quoted selling price of a share of the Company’s common stock, as reported on the New York Stock Exchange Composite Tape, on the grant date for that particular year.Non-Employeenon-employee Directors from unit-based to monetary-based. All Directors are required to own at least $500,000 of our common stock, excluding options, and have five years from the date they join the Board to meet this requirement. As of the date of this proxy statement, each of our Directors, except Gary Michel, who joined the Board in October 2015, and Susan Davis, who joined the Board in February 2016, and Tracey Joubert, who joined the Board in November 2017, has met this requirement.Non-Employeenon-employee Directors also participate in our Amended and Restated 1998 Non-Employeenon-employee Directors Compensation Deferral Plan, which we refer to as the Directors’ deferral plan. The Directors’ deferral plan permits our Non-Employeenon-employee Directors to defer some or all of the fees payable to them for service on the Board of Directors. The amounts that our Non-Employeenon-employee Directors defer, and dividend equivalents on those amounts, are converted to phantom stock units and credited to a bookkeeping account established for this purpose, or are invested in various alternative investment funds available from time to time. Deferred amounts may be transferred from phantom stock units into the alternative investment funds, but not back into phantom stock units. The amount of alternative investment funds will be equal to (1) the amount of phantom stock units to be transferred multiplied by (2) the average of the highest and the lowest quoted selling price of a share of our common stock, as reported on the New York Stock Exchange Composite Tape, on the date the phantom stock units were transferred (or, if there were no sales on the date the phantom stock units were transferred, the next preceding date during which a sale of our common stock occurred).the existingthis leadership structure, with Mr. ArmesCapo serving as the non-executive Chairman of the Board and Mr. Hughes serving as a Director and the Chief Executive Officer, and an independent Board member serving as Lead Director, is the most efficient and effective structure for the Company through Mr. Armes’ retirement, effective on August 31, 2016. Mr. Capo currently serves as Lead Director. at this time. The Board believes that having the Mr. Armes serve as Chairman of the Board and having an independent director serve as Lead Directornon-executive Chairman of the Board and Mr. Hughes serving as Chief Executive Officer strikes an effective balance between management and independent director participation in the Board process.For example, our leadership structure currently provides for Mr. Armes to serve as our Chairmanthe Board because, among other things, he possesses an intimate working knowledge and understanding of our day-to-day business, plans, strategies, and initiatives. Because of this knowledge and understanding, he is in an excellent position to identify strategic opportunities and priorities and to lead the discussion between management and the Board for execution of our strategies and achievement of our objectives.At the same time, having a Lead Director, when the Chairman of the Board is not an independent director, who has a strong working relationship with our independent directors ensures communication between these directors, which are all of the directors other than Mr. Armes, and the management of the Company. Our Lead Director is elected annually by a majority of the independent directors of the Board to serve until his or her successor is elected or until such earlier time as he or she ceases to be a director, resigns as Lead Director or is replaced as Lead Director by a majority of the independent directors. The specific duties and responsibilities of our Lead Director are described in our Lead Director Responsibilities and Qualifications. Among other things, our Lead Director:·Presides at meetings of the Board in the absence of, or upon the request of, the Chairman of the Board, including all executive sessions of the independent directors;·Serves as principle liaison to facilitate communications between other members of the Board and the Chairman of the Board and Chief Executive Officer, without inhibiting direct communications between the Chairman of the Board and other directors;·Consults with the Chairman of the Board in the preparation of the Board meeting agendas and in determining the need for special meetings of the Board;·Advises and consults with the Chairman of the Board and Chief Executive Officer on matters related to corporate governance and Board performance; and·Serves as a liaison to stockholders who request direct communications with the Board.The independent directors of the Board elected Mr. Capo to serve as Lead Director of the Board. In anticipation of Mr. Armes’ retirement and the naming of Bradley E. Hughes as the next Chief Executive Officer, the Board has determined to change the leadership structure by separating the role of the Chairman of the Board and Chief Executive Officer. The Board expects to elect Thomas P. Capo, an independent director, to serve as Non-Executive Chairman of the Board upon Mr. Armes’ retirement.The Board evaluates risk both collectively and as a function of its respective committees, including general oversight of (i) the financial exposure of the Company, (ii) risk exposure as related to overall Company portfolio and impact on earnings, (iii) oversight for information technology security and risk, and (iv) all systems, processes, and organizational structure and people responsible for finance and risk functions. The Board administers its risk oversight function as a component of its duties, but not in any capacity that has a specific effect on its leadership structure.Business Conduct and EthicsBusiness Conduct and Ethics for our Directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer) and employees. We have and intend to continue to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers from our Code of Business Conduct and Ethics by filing Current Reports on Form 8-K with the Securities and Exchange Commission, andor promptly disclosing on our website any such amendments or waivers. We will make any amended Code of Business Conduct and Ethics available at the Investor Relations/Governance link on our website athttp://www.coopertire.com.athe potential appearance of improper or inappropriate conduct, the Board of Directors has adopted a policy with respect to hedging and pledging of Common Stock or other equity securities of the Company (“Company Securities”).Securities. This anti-hedging policy prohibits Company officers and Directors, including certain family members of such persons, from hedging Company Securities, including short-selling, options, puts, calls, collars and exchange funds, as well as derivatives such as swaps, forwards and futures, or pledging or otherwise encumbering Company Securities as collateral for indebtedness. Persons subject to this policy will be afforded a reasonable opportunity to unwind or otherwise terminate any prohibited hedging transactions or arrangements existing as of the time such person becomes subject to the policy.2015,2017, our Board of Directors held fiveseven Board meetings, fourfive meetings of our Audit Committee, fivesix meetings of our Compensation Committee, and three meetings of our Nominating and Governance Committee. Each Director attended more than 75% of the aggregate number of meetings of the Board of Directors and meetings of Committees on which such Director served during the past fiscal year during their tenure on the Board.2015,2017, other than Mr. Armes,Hughes, has no material relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us).Director other thanof Mr. ArmesCapo, Mr. Chapman, Ms. Davis, Mr. Holland, Ms. Joubert, Mr. Michel, Mr. Shuey and Mr.Welding is “independent” under the NYSE listing standards, which provide that a Director is not independent if:· The Director is, or has been within the last three years, one of our employees, or an immediate family member is, or has been within the last three years, one of our executive officers; · The Director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from us, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); · (1) The Director is a current partner or employee of a firm that is our internal or external auditor; (2) the Director has an immediate family member who is a current partner of such a firm; (3) the Director has an immediate family member who is a current employee of such a firm and personally works on our audit; or (4) the Director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time; · The Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or · The Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. background described on pages 4 to 7 of this proxy statement.background. The Audit Committee:Committee, among other things:· Assists the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of our financial statements and compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and performance of the independent registered public accounting firm and our internal audit function; and · Prepares the Audit Committee’s report included in this proxy statement. 2015,2017, we did not have any related person transactions, but our Audit Committee will review and discuss any related person, insider, or affiliated party transactions pursuant to the Audit Committee Charter. It is the written policy of the Company that the Audit Committee will review and discuss reports and disclosures of insider and affiliated party transactions.MeierWelding (Chairman), Chapman and Welding,Davis each of whom is “independent” under the NYSE’s Corporate Governance Listing Standards and the Exchange Act. Compensation decisions for the Company’s senior officers and other key executives are made by our Compensation Committee, and actions of the Committee are reported to the Board of Directors after each meeting.Committee:· Establishes the remuneration (base salary, annual and long-term cash, and equity-based incentive compensation, perquisites, and benefits) of our Chief Executive Officer and approves the remuneration (as described for the Chief Executive Officer) of the Company’s senior officers and other key executives, including reviewing and approving the corporate financial goals and objectives relevant to the remuneration arrangements; · Reviews the cash and equity-based compensation plans for officers and senior management and makes or recommends changes to the Board of Directors as it deems appropriate; · Reviews and approves any executive employment agreements, severance pay plans, deferred compensation plans, and similar plans and arrangements and the executives to whom they apply; · Oversees regulatory compliance with respect to compensation matters; and · Establishes stock ownership guidelines for the Company’s officers and other key executives and reviews compliance with those guidelines. 20162018 and to assist the Committee in monitoring and assessing compensation trends for senior management personnel, including the Chief Executive Officer.WeldingCapo (Chairman), Meier,Shuey and Shuey,Welding, each of whom is “independent” under the New York Stock Exchange’sNYSE’s Corporate Governance Listing Standards. The Nominating and Governance Committee:Committee, among other things:· Recommends candidates for membership on the Board; and· Ensures that the Board acts within the governance guidelines and that the governance guidelines remain appropriate.appropriate; and· Performs an annual assessment of the performance of the Board. Mr. Michel,Ms. Joubert, who was elected to the Board in December 2015,November 2017, was recommended to the Board by the Nominating and Governance Committee after being identified by a third party executive recruiter. Ms. Davis, who was elected to the Board in February 2016, was recommended to the Nominating and Governance Committee by a current member of the Board.search firm. The Nominating and Governance Committee may consider candidates for Board membership at its regular or special meetings held throughout the year.a variety of experience and diverse backgrounds and, among other things, diversity with respect to background, experience, viewpoint, national origin, race, gender and skills, as well as, demonstrated integrity, executive leadership, and financial, marketing, or business knowledge and experience. Chairman of the Board and Chief Executive Officer. If the Nominating and Governance Committee determines, in consultation with the Chairman of the Board or Lead Director, as applicable, and the Chief Executive Officer, that further consideration of the candidate is warranted, members of our senior management gather additional information regarding the candidate. The Nominating and Governance Committee or members of our senior management then conduct background and reference checks and any final interviews, as necessary, of the candidate. At that point, the candidate is invited to meet and interact with the members of the Board who are not on the Nominating and Governance Committee. The Nominating and Governance Committee then makes a final determination whether to recommend the candidate to the Board for Board membership.Business Conduct, and Ethics, and Committee ChartersBusiness Conduct, and Ethics, and the charters for the Audit Committee, Compensation Committee, and Nominating and Governance Committee are available at the Investor Relations/Investors/Governance link on our website athttp://www.coopertire.com.Non-Employeenon-employee Directors as a group, or any of the Directors. Any stockholder or interested party who wishes to communicate with the Board, the Non-Employeenon-employee Directors as a group, or any Director may send a written communication addressed to:Non-Employeenon-employee Directors as a group, or the individual Director(s) specifically addressed in the written communication. The Secretary will discard written communications clearly of a marketing nature. Written communications better addressed by a specific Company department will be forwarded to such department, and written communications containing complaints regarding accounting, internal auditing controls, or auditing matters will be forwarded to the Chairman of the Audit Committee.20152017 Annual Meeting.Meier, Chapman, Wambold,Davis, Meier and Welding served as members of the Compensation Committee during 2015.2017. During 2015,2017, none of the members of the Compensation Committee was one of our or our subsidiaries’ officers or employees, was formerly one of our or our subsidiaries’ officers or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K. Additionally, during 2015,2017, none of our executive officers or Directors was a member of the board of directors, or on a committee thereof, of any other entity such that the relationship would be construed to constitute a committee interlock within the meaning of the rules of the Securities and Exchange Commission.2015,2017, and has been appointed by the Audit Committee to continue in that capacity during 2016.2018. The Audit Committee’s decision to appoint Ernst & Young LLP has been ratified by the Board and will be recommended to the stockholders for ratification at the Annual Meeting. Ernst & Young LLP has advised the Company that neither the firm nor any of its members or associates has any direct or indirect financial interest in the Company. During 2015,2017, Ernst & Young LLP rendered both audit services, including an audit of the Company’s annual financial statements, and certain non-audit20142016 and 20152017 for professional services rendered by them for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting required by the Sarbanes-Oxley Act of 2002, the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements for those years are listed below.20142016 - $2,080,485$2,253,32520152017 – $2,007,092$2,332,553 20142016 and 20152017 for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, and are not reported under “Audit Fees” above, were:20142016 - $308,307$227,14520152017 – $199,051$224,043 20142016 and 20152017 for professional services rendered by them for tax compliance, tax advice, and tax planning were:20142016 - $197,403$405,98820152017 – $328,353$656,132 20142016 and 20152017 represented fees primarily for international tax planning and domestic and foreign tax compliance. All tax services were pre-approved.20142016 and 20152017 for products and services provided by them, other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” were as follows:20142016 - $020152017 – $0as defined in the policy, must be approved prior to the performance of such services, and requests for audit-related services, tax services, and permitted non-audit services, each as defined in the policy, must be presented for approvalapproved prior to the year in whichperformance of such services are to be performed to the extent known at that time.services. The policy prohibits the Company’s independent registered public accounting firm from providing certain services described in the policy as prohibited services.20162018 Annual Meeting16,1301, Communications With Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. The Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Committee has concluded that the independent registered public accounting firm is, in fact, independent of the Company.fourfive meetings during the fiscal year 2015.2015,2017, for filing with the Securities and Exchange Commission.29, 201628, 2018 (except as noted below).2015,2017, those plans held 1,447,1651,224,146 shares, or 2.59%2.41% of the Company’s outstanding Common Stock. The trustee, in its fiduciary capacity, has no investment powers and will vote the shares held in the plans in accordance with the instructions provided by the plan participants. If no such instructions are received, the provisions of the plans direct the trustee to vote such participant shares in the same manner in which the trustee was directed to vote the majority of the shares of the other participants who gave directions as to voting. Amount and Nature of Percent of Title of Class Name and Address of Beneficial Owner Beneficial Ownership Class Common Stock The Vanguard Group(1) 5,332,005 9.51% Common Stock National Rural Electric Cooperative Association(2) 3,537,812 6.28% Common Stock BlackRock, Inc.(3) 3,498,227 6.2% Common Stock LSV Asset Management(4) 2,909,577 5.19% Title of Class Name and Address of Beneficial Owner Percent of Class Common Stock 5,612,187 11.05 % Common Stock 4,274,253 8.41 % Common Stock 3,950,317 7.78 % Common Stock 3,901,156 7.68 % Common Stock 2,965,302 5.84 % Common Stock 2,634,088 5.19 % (1) BlackRock, Inc. filed a Schedule 13G/A with the SEC on January 19, 2018, indicating that as of December 31, 2017, BlackRock, Inc. had sole voting power with respect to 5,484,399 shares and sole dispositive power with respect to 5,612.187 shares. BlackRock, Inc. has indicated that it is a parent holding company. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (1)(2)The Vanguard Group filed a Schedule 13G13G/A with the SEC on February 10, 2016,9, 2018, indicating that as of December 31, 2015,2017, The Vanguard Group had sole voting power with respect to 75,95057,152 shares, shared voting power with respect to 3,0007,079 shares, sole dispositive power with respect to 5,256,3554,214,562 shares, and shared dispositive power with respect to 75,65059,691 shares. The Vanguard Group has indicated that it is an investment advisor. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.(2)(3)Dimensional Fund Advisors LP, filed a Schedule 13G with the SEC on February 9, 2018, indicating that as of December 31, 2017, Dimensional Fund Advisors LP, had sole voting power with respect to 3,837,110 shares and sole disposition power with respect to 3,950,317 shares. Dimensional Fund Advisors LP, has indicated that it is an investment adviser. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746. (4) Fairpointe Capital LLC, filed a Schedule 13G with the SEC on February 7, 2018, indicating that as of December 31, 2017, Fairpointe Capital LLC had sole voting power with respect to 3,688,809 shares and sole disposition power with respect to 3,901,156 shares. Fairpointe Capital LLC, has indicated that it is an investment adviser. The address of Fairpointe Capital LLC is One N. Franklin, Suite 3300, Chicago, IL 60606. (5) RE Advisers Corporation and National Rural Electric Cooperative Association jointly filed a Schedule 13G/A on February 6, 2016,13, 2018, indicating that as of December 31, 2015, National Rural Electric Cooperative Association2017, they had sole voting power with respect to 3,537,8122,965,302 shares and sole dispositive power with respect to 3,537,8122,965,302 shares. RE Advisers Corporation has indicated that it is an investment adviser and National Rural Electric Cooperative Association has indicated that it is an employee benefit plan or endowment fund.a parent holding company. The address of RE Advisers Corporation and National Rural Electric Cooperative Association is 4301 Wilson Boulevard, Arlington, VA 22203.(3)(6)BlackRock, Inc.Royce & Associates, LP filed a Schedule 13G with the SEC on January 26, 2016,22, 2018, indicating that as of December 31, 2015, BlackRock, Inc.2017, Royce & Associates, LP had sole voting power with respect to 3,368,9782,634,088 shares and sole dispositivedisposition power with respect to 3,498,2272,634,088 shares. BlackRock, Inc. has indicated that it is a parent holding company. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.(4)LSV Asset Management filed a Schedule 13G with the SEC on February 12, 2016, indicating that as of December 31, 2015, LSV Asset Management had sole voting power with respect to 1,138,891 shares and sole dispositive power with respect to 2,909,577 shares. LSV Asset ManagementRoyce & Associates, LP has indicated that it is an investment advisor.adviser. The address of LSV Asset ManagementRoyce & Associates, LP is 155 N. Wacker Drive, Suite 4600, Chicago, IL 60606.745 Fifth Avenue, New York, NY 10151.29, 2016,28, 2018, to indicate beneficial ownership by our executive officers and Directors as a group and each named executive officer and Director, individually, of our Common Stock in accordance with Rule 13d-3 under the Exchange Act, as well as ownership of certain other Company securities and ownership of our Common Stock plus certain other Company securities: Amount and Nature of Beneficial Ownership of Percent of Ownership of Other Ownership of Common Percent Name of Beneficial Owner Common Stock Class Securities Stock and Other Securities of Class Roy V. Armes 135,503 shs (1)(2) * 343,578 shs (4)(5) 479,081 shs (1)(2)(4)(5) 1.57% Thomas P. Capo 0 shs * 46,229 shs (3) 46,229 shs (3) * Steven M. Chapman 2,631 shs (2) * 96,750 shs (3) 99,381 shs (2)(3) * Susan F. Davis 0 shs * 0 shs 0 shs * Ginger M. Jones 9,663 shs * 32,930 shs (4)(5) 42,593 shs (4)(5) * Brenda S. Harmon 102,180 shs (2) * 35,251 shs (4)(5) 137,431 shs (2)(4)(5) * John J. Holland 7,859 shs (2) * 99,363 shs (3) 107,222 shs (2)(3) * Bradley E. Hughes 143,554 shs (2) * 50,193 shs (4)(5) 193,747 shs (2)(4)(5) * John F. Meier 6,684 shs (2) * 88,554 shs (3) 95,238 shs (2)(3) * Gary S. Michel 0 shs * 0 shs 0 shs * John H. Shuey 0 shs * 15,375 shs (3) 15,375shs (3) * Robert D. Welding 1,500 shs * 61,722 shs (3) 63,222 shs (3) * Stephen Zamansky 32,076 shs * 34,476 shs (4)(5) 66,552 shs (4)(5) * All executive officers and 441,650 shs (1)(2) 0.80% 904,421 shs (3) 1,346,071 shs (1)(2)(3) 2.43% Directors as a group (12 persons) Name of Beneficial Owner John J. Bollman 0 shs * * Thomas P. Capo 0 shs * * Steven M. Chapman 2,631 shs * * Susan F. Davis 0 shs * * John J. Holland * * Bradley E. Hughes * * Ginger M. Jones 27,946 shs * * Tracey I. Joubert 0 shs * * Gary S. Michel 0 shs * * John H. Shuey 0 shs * * Robert D. Welding 1,500 shs * * Stephen Zamansky 49,183 shs * * All executive officers and Directors as a group (12 persons) 0.56% 1.61% * Less than 1% (1) Includes 397 shares held in the Company’s Spectrum Investment Savings Plan obtainable within 60 days following February 28, 2015.(2)Includes59,235 shares obtainable on exercise of stock options by Mr. Hughes within 60 days following February 28, 2015,2018, which options have not been exercised, as follows: Steven M. Chapman — 2,631; Brenda S. Harmon — 48,867; John J. Holland — 2,631; Bradley E. Hughes — 48,410; and John F. Meier — 2,631.exercised.(3)(2)Non-Employeenon-employee Directors Compensation Deferral Plan described above under “Director Compensation”, the following Directors have been credited with the following number of phantom stock units as of February 28, 2015:2018: Thomas P. Capo — 46,229;54,368; Steven M. Chapman — 96,750;111,558; Susan F. Davis — 7,070; John J. Holland — 99,363; John F. Meier110,579; Tracey I. Joubert — 88,554;0; Gary S. Michel — 7,070; John H. Shuey — 15,375;3,247; and Robert D. Welding — 61,722.70,219. The holders do not have voting or investment power over these phantom stock units.(4)(3)Includes the following number of restricted stock units for each of the following executive officers: Roy V. ArmesJohn J. Bollman — 205,944;20,136; Ginger M. Jones – 27,936; Brenda S. Harmon – 17,041;17,519; Bradley E. Hughes – 24,145;79,116; and Stephen Zamansky – 17,095.12,536. The holders do not have voting or investment power over these restricted stock units. The agreements pursuant to which the restricted stock units were granted provide for accrual of dividend equivalents and deferral of the receipt of the underlying shares until a date selected by the executive at the time of the grant.equivalents. At that time, an executive’s restricted stock unit account will be settled through delivery to the executive on the date selected of a number of shares of our Common Stock corresponding to the number of restricted stock units awarded to the executive, plus shares representing the value of dividend equivalents.(5)(4)Includes the number of performance-based stock units that were notionally earned by each of the following executive officers for 20142015 and 20152016 net income and operating cash flowreturn on invested capital performance plus accrued dividend equivalents. No performance-based stock units were notionally earned in 2013. The holders do not have voting or investment power over these performance-based stock units. Roy V. ArmesJohn J. Bollman — 137,634;0; Ginger M. Jones – 4,994; Brenda S. Harmon — 18,210;13,494; Bradley E. Hughes — 26,048;17,134; and Stephen Zamansky – 17,381.10,003.20152017 were timely filed. in 2017 and who wishes to have the proposal included in the Company’s proxy statement and form of proxy for that Annual Meeting must deliver the proposal to the Secretary of the Company, at the Company’s principal executive offices, so that it is received no later than November 22, 2016.19, 2018. In addition, if a stockholder intends to present a proposal at the Company’s 20172019 Annual Meeting without the inclusion of that proposal in the Company’s proxy materials and written notice of the proposal is not received by the Company on or between December 22, 201619, 2018 and January 21, 2017,18, 2019, in accordance with the Bylaws, proxies solicited by the Board for the 2017Company’s 2019 Annual Meeting will confer discretionary authority to vote on the proposal if presented at the 2019 Annual Meeting.2324 of this proxy statement, disclosure regarding the Company’s Audit Committee and Audit Committee’s financial expert that begins on page 4746 of this proxy statement, and the Audit Committee Report on page 5448 of this proxy statement shall not be deemed to be incorporated by reference by any general statement incorporating this proxy statement by reference into any filing under the Securities Act of 1933, which we refer to as the Securities Act, or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.20152017 Annual Report and proxy statement is being delivered to multiple stockholders sharing an address unless the Company received contrary instructions from one or more of the stockholders. If a stockholder at a shared address to which a single copy of the Notice of Internet Availability of Proxy Materials or 20152017 Annual Report and proxy statement were delivered wishes to receive a separate copy of the Notice of Internet Availability of Proxy Materials or 20152017 Annual Report or proxy statement, he or she should contact the Company’s Director of Investor Relations Department at 701 Lima Avenue, Findlay, Ohio 45840 or (419) 423-1321. The stockholder will be delivered, without charge, a separate copy of the Notice of Internet Availability of Proxy Materials or 20152017 Annual Report or proxy statement promptly upon request. If stockholders at a shared address currently receiving multiple copies of the Notice of Internet Availability of Proxy Materials or 20152017 Annual Report and proxy statement wish to receive only a single copy of these documents, they should contact the Company’s Director of Investor Relations Department in the manner provided above.$7,500,$7,000 plus expenses. The Company also will reimburse brokers and other persons for their reasonable expenses in forwarding proxy material to the beneficial owners of the Company’s stock. In addition to the solicitation by use of the mails, solicitations may be made by telephone, facsimile, or by personal calls, and it is anticipated that such solicitation will consist primarily of requests to brokerage houses, custodians, nominees, and fiduciaries to forward soliciting material to beneficial owners of shares held of record by such persons. If necessary, officers and other employees of the Company may by telephone, facsimile, or personally, request the return of proxies.
STOCKHOLDER MEETING TO BE HELD ON MAY 6, 201620152017 and our 20152017 Annual Report, are available free of charge at http://www.proxyvote.com.2016
COOPER TIRE & RUBBER COMPANYATTN: CORPORATE SECRETARY701 LIMA AVENUEFINDLAY, OH 45840-0550VOTE BY INTERNET -www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E04998-P73853-Z67227KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY COOPER TIRE & RUBBER COMPANY For Withhold For All THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” ITEMS 1, 2 AND 3.All All Except Vote on Directors ☐ ☐ ☐ 1. To elect as Directors of Cooper Tire & Rubber Company for a term expiring in 2017, the nominees listed below: Nominees: Roy V. Armes 06) John F. Meier Thomas P. Capo 07) Gary S. Michel Steven M. Chapman 08) John H. Shuey Susan F. Davis 09) Robert D. Welding 05) John J. Holland Vote on Proposals For Against Abstain 2. To ratify the selection of the Company’s independent registered public accounting firm for the year ending December 31, 2016. ☐ ☐ ☐ 3. To approve, on a non-binding advisory basis, the Company’s named executive officer compensation. ☐ ☐ ☐ ☐ Please indicate if you plan to attend this meeting. ☐ ☐ Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
2018Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:-52-The Notice and Proxy Statement, Shareholder Letter and 10-K Report are available at www.proxyvote.com.E04999-P73853-Z67227Proxy Card - Cooper Tire & Rubber CompanyTHIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSOF COOPER TIRE & RUBBER COMPANY FORTHE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 6, 2016The undersigned hereby appoints Roy V. Armes, Ginger M. Jones and Stephen Zamansky, or any of them or their substitutes, as proxies, each with the power to appoint his or her substitutes, and hereby authorizes them to represent and vote, as designated herein, all the shares of common stock of Cooper Tire & Rubber Company held of record by the undersigned at the close of business on March 14, 2016, with all powers that the undersigned would possess if personally present, at the Annual Meeting of Stockholders to be held at The Westin Hotel, Detroit Metropolitan Airport, McNamara Terminal, 2501 Worldgateway Place, Detroit, Michigan 48242, on Friday, May 6, 2016, at 10:00 a.m. EDT, or any reconvened Annual Meeting following any adjournment(s) or postponement(s) of the Annual Meeting.For stockholders, this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is indicated, this proxy will be voted“FOR”each of the director nominees named herein,“FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm and“FOR”the approval of, on a non-binding advisory basis, the Company’s named executive officer compensation. The proxies are authorized to take action in accordance with their judgment upon any other business that may properly come before the Annual Meeting, or any reconvened Annual Meeting following any adjournment(s) or postponement(s) of the Annual Meeting.Principal Trust Company is Trustee under the following defined contribution plans (the “Plans”) sponsored by Cooper Tire & Rubber Company: Spectrum Investment Savings Plan, Pre-Tax Savings Plan (Texarkana), and Pre-Tax Savings Plan (Findlay). This proxy card is also soliciting voting instructions on behalf of the Board of Directors of Cooper Tire & Rubber Company from Plan participants to direct the Trustee to vote the shares of common stock of Cooper Tire & Rubber Company held in the participants’ accounts under such Plans in accordance with their instructions.YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE. FOR STOCKHOLDERS, YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, BUT THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN, DATE AND RETURN THIS PROXY CARD. FOR PLAN PARTICIPANTS, IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, YOU WILL NEED TO MARK THE “FOR” BOXES FOR PROPOSALS 1, 2 AND 3.PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.Address Changes/Comments:(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)(Continued and to be voted on the reverse side)
