UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material under Rule 14a‑12 |
JOHN BEAN TECHNOLOGIES CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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March 29, 201828, 2019
Dear JBT Corporation Stockholder:Shareholder:
It is my pleasure to invite you to attend the 20182019 Annual Meeting of Stockholders of John Bean Technologies Corporation, which will be held on Friday, May 11, 2018 at 9:30 a.m., Central Time, at 70 West Madison Street, 2nd Floor Conference Center, Chicago, Illinois. At the meeting, we will ask our stockholders to approve our nominees for directors; approve on an advisory basis a non-binding resolution regarding the compensation of our named executive officers described in the accompanying Proxy Statement; and ratify the appointment of KPMG LLP as our auditor for 2018. You may vote at the Annual Meeting if you were a stockholder of record as of the close of business on March 15, 2018.Corporation.
| For Re-Election Of Each Of The Nominees For Director, For Non-Binding Resolution Regarding Named Executive Officer Compensation For Ratification Of The Appointment Of Our Auditor | |
When: Friday, May 10, 2019 Time: 9:30 a.m. CT Where: 70 West Madison Street, Who: Stockholders as of March 14, 2019 | Voting Recommendations: | |
√ | For Re-Election Of Each Of The Nominees For Director; Alan D. Feldman and James E. Goodwin | |
√ | For Non-Binding Resolution Regarding Named Executive Officer Compensation | |
√ | For Ratification Of The Appointment Of Our Auditor |
Please refer to the accompanying Proxy Statement for additional information about the matters to be considered at the meeting.
The Proxy Statement includes a description of our executive compensation program, which is designed to provide competitive, performance-based compensation that places a significant portion of our named executive officers’ compensation at risk. Our named executive officers’ at-risk compensation depends on our achievement of pre-approved performance measures designed to ensure we provide long-term value to our stockholders. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, our proxy requests an advisory vote from stockholders on our named executive officers’ compensation, which we request annually in accordance with our previous advisory vote of our stockholders and the direction of our Board of Directors.
| Your vote is important. To be sure that your vote counts and to assure a quorum, please submit your vote promptly whether or not you plan to attend the meeting. You can revoke a proxy prior to its exercise at the meeting by following the instructions in the accompanying Proxy Statement. |
Sincerely, Thomas W. Giacomini Chairman of the Board |
Friday, May 10, 2019
Time:9:30 a.m., Central Time
Location:70 West Madison Street, 2nd Floor Conference Center, Chicago, IL 60602
Items of Business
1.Re-elect two directors, Alan D. Feldman and James E. Goodwin, each for a term of three years; |
2.Approve on an advisory basis a non-binding resolution regarding the compensation of our named executive officers as described in the Proxy Statement for the 2019 Annual Meeting; |
3.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2019; and |
4.Vote on any other business properly brought before the meeting or any postponement or adjournment thereof. |
How to Vote
Internet | Phone | Mail | In Person Cast your vote in person at the Annual Meeting. |
Stockholders may help us reduce printing and mailing costs and conserve resources by opting to receive future proxy materials by e-mail. Information about how to do this is included in the accompanying Proxy Statement.
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NOTICE OF THE 2018
ANNUAL MEETING OF STOCKHOLDERS
Friday, May 11, 2018 at 9:30 a.m., Central Time
70 West Madison Street, 2nd Floor Conference Center, Chicago, IL 60602
The 2018 Annual Meeting of Stockholders of John Bean Technologies Corporation will be held at the time and place noted above. At the meeting we will ask our stockholders to:
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INFORMATION ABOUT VOTING2019PROXY STATEMENT SUMMARY
Who is soliciting my vote? — The Board of Directors (the “Board”) of John Bean Technologies Corporation (“JBT Corporation” orThis summary highlights selected information contained in this proxy statement. Please read the “Company,” “we,” “us” or “our”) is soliciting proxies for use at our 2018 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments of that meeting.entire proxy statement carefully before voting your shares. On March 29, 2018,28, 2019, we began to mail to our stockholders of record as of the close of business on March 15, 2018,14, 2019, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. As permitted by Securities and Exchange Commission rules, we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet. The notice of electronic availability contains instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a notice by mail or electronically delivered by e-mail, you will not receive a printed copy of the proxy materialsThis summary highlights information contained in the mail. Instead, the notice or e-mail instructs you on how to access and reviewProxy Statement. This summary does not contain all of the important information contained in thisthat you should consider, and you should read the entire Proxy Statement andbefore voting. For more complete information regarding the Company’s 2018 performance, please review the Company’s Annual Report throughon Form 10-K for the Internet. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail or e-mail and would like to receive a printed copyyear ended December 31, 2018.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
Proposal 1 Election of two Directors | Board Recommendation FORall nominees | √ | See Pages 1-16 |
Alan D. Feldman INDEPENDENT DIRECTOR | James E. Goodwin LEAD INDEPENDENT DIRECTOR | ||||
From 2003 to 2012, President and Chief Executive Officer and from 2006 to 2012, Chairman of Midas, Inc. (an international automotive services company). Mr. Feldman previously served in various senior management positions within the fast-food, quick service and snack food industries. | From 1999 to 2001, Chairman and Chief Executive Officer of UAL Corporation (an international air transportation company). Before that, Mr. Goodwin served in various senior management positions during a 34 year career in the airline industry. |
Proposal 2 Advisory Vote on Named Executive Officer Compensation | Board Recommendation FOR | √ | See Pages 17-51 |
Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm | Board Recommendation FOR | √ | See Pages 52-53 |
2019 Proxy Statement | i |
DIRECTOR NOMINEES
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Name |
| Age |
| Director |
| Independent |
| Audit |
| Compensation |
| Corporate |
Alan D. Feldman |
| 67 |
| 2008 |
| Yes |
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James E. Goodwin |
| 74 |
| 2008 |
| Yes |
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Chairperson
What am I voting on? — Member
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with both the legal requirements applicable to us and a business model that requires our employees to conduct business with the highest standards of integrity. The agendaBoard has adopted and adheres to corporate governance principles which the Board and senior management believe promote this purpose, are sound and represent best practices.
Corporate Governance Practices
Number of directors 7 | Majority voting in uncontested director elections √ Yes | Director orientation and continuing education programs √ Yes | Annual stockholder approval of executive compensation √ Yes | |||
Number of independent directors 6 | Stock ownership and retention guidelines √ Yes | All audit committee members are “audit committee financial experts” √ Yes | Stockholder engagement program √ Yes | |||
Number of Female Directors 2 | Annual stock grant to non-employee directors √ Yes | Code of business ethics and conduct √ Yes | No poison pill NEW √ Yes | |||
Average tenure of directors 11 years | Executive sessions of Independent directors √ Yes | Ethics hotline policy √ Yes | Board succession planning and skills matrix √ Yes | |||
Director retirement age 75 prior to election date | Independent compensation consultant √ Yes | Lead independent director √ Yes | Separation of Chairman and CEO Roles No |
JBT OVERVIEW
JBT Corporation is a leading global technology solutions provider to high-value segments of the food and beverage industry with a focus on proteins, liquid foods and automated system solutions. JBT designs, produces and services sophisticated products and systems for the Annual Meeting is to:multi-national and regional customers through its FoodTech segment. JBT also sells critical equipment and services to domestic and international air transportation customers through its AeroTech segment. JBT Corporation employs approximately 5,900 people worldwide and operates sales, service, manufacturing and sourcing operations in more than 25 countries.
ii | 2019 Proxy Statement |
2018 PERFORMANCE HIGHLIGHTS
Selected Financial Highlights
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(dollars in millions except per share data) For the year ended December 31, 2018 |
| 2018 |
| 2017 |
| 2016 |
| 2015 |
| 2014 | |||||
Total revenue |
| $ | 1,919.7 |
| $ | 1,635.1 |
| $ | 1,350.5 |
| $ | 1,107.3 |
| $ | 984.2 |
Operating income |
| $ | 143.8 |
| $ | 143.8 |
| $ | 101.0 |
| $ | 88.4 |
| $ | 51.3 |
Net income |
| $ | 104.1 |
| $ | 80.5 |
| $ | 67.6 |
| $ | 55.9 |
| $ | 30.8 |
Diluted earnings per share from continuing operations |
| $ | 3.24 |
| $ | 2.58 |
| $ | 2.28 |
| $ | 1.88 |
| $ | 1.03 |
Total assets |
| $ | 1,442.5 |
| $ | 1,391.4 |
| $ | 1,187.4 |
| $ | 876.1 |
| $ | 697.8 |
Long-term debt, less current portion |
| $ | 387.1 |
| $ | 372.7 |
| $ | 491.6 |
| $ | 280.6 |
| $ | 173.8 |
EXECUTIVE COMPENSATION HIGHLIGHTS
Pay-for-Performance Alignment for Executive Officers
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Competitive Pay Opportunities
· | We provide competitive pay opportunities consistent with target benchmark levels, with appropriate differences based on individual experience, impact and performance. |
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Who can vote? — You can vote at the Annual Meeting if you were a holder of John Bean Technologies Corporation common stock (“Common Stock”) as of the close of business on March 15, 2018. Each share of Common Stock is entitled to one vote. As of March 15, 2018, we had 31,577,182 shares of Common Stock outstanding and entitled to vote. The shares you may vote include those held directly in your name as a stockholder of record and shares held for you as a beneficial owner through a broker, bank or other nominee.
ManyTarget Compensation of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their name. If your shares are registered directly in your name withCEO
62% | ||||
20% | Performance-Based | |||
18% | Performance-Based | and Time-Based | ||
Base Salary | Annual Cash Bonus | Equity Awards | ||
Target Compensation of our transfer agent, Computershare Investor Services, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy to the persons appointed by us or to vote in person at the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares, and you are also invited to attend the Annual Meeting. However, if you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy, executed in your favor, from the stockholder of record. Your broker or nominee is obligated to provide you with a voting instruction card for you to use.Other Named Executive Officers
42% | ||||
36% | Performance-Based | |||
Base Salary | 22% | and Time-Based | ||
Performance-Based | Equity Awards | |||
Annual Cash Bonus | ||||
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2019 Proxy Statement | iii |
Executive Compensation Best Practices
√ | Annual say-on-pay stockholder vote | |||
√ | Competitive compensation opportunities against an appropriate compensation committee-approved peer group | |||
√ | Non-guaranteed performance-based annual cash bonuses | |||
√ | Challenging performance targets under our annual cash bonus plan and long-term stock-based compensation plan | |||
√ | Significant emphasis on performance-based stock-based compensation | |||
√ | Multi-year vesting periods for stock awards | |||
√ | “Double trigger” change-in-control provisions in executive agreements | |||
√ | No tax gross-ups in any executive agreement | |||
√ | No repricing of stock options without stockholder approval | |||
√ | Maximum caps on annual cash bonus and performance share payouts | |||
√ | No dividends paid on performance-based restricted stock until performance goals and vesting requirements are met | |||
√ | Stock ownership and retention guidelines for directors and executive officers | |||
√ | Prohibitions on short sales, pledging and hedging transactions | |||
√ | Clawback of incentive compensation in the event of misconduct prejudicial to the company or financial restatements |
iv | 2019 Proxy Statement |
How do I vote? — If you received a noticeTable of electronic availability, you cannot vote your shares by filling out and returning the notice. The notice, however, provides instructions on how to vote by Internet, by telephone or by requesting and returning a paper proxy card or voting instruction card. Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other nominee. You may vote your shares in one of the following ways:Contents
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PROPOSAL 1:BOARD OF DIRECTOR NOMINEES | 1 |
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If you hold your shares in street name (through a bank, broker or other nominee) it is critical that you cast your vote if you want it counted on Proposals 1 and 2. Proposals 1 and 2 are not routine matters, and therefore your bank or broker may not vote your uninstructed shares on Proposals 1 and 2 on a discretionary basis. As a result, if you hold your shares in street name, and you do not instruct your bank or broker how to vote on Proposals 1 and 2, no votes will be cast on those Proposals on your behalf. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
Telephone and Internet voting for stockholders of record will be available 24 hours a day, seven days a week, and will close at 11:59 p.m. Central Time on May 10, 2018. If you vote by telephone or through the Internet, you do not have to return a proxy card.
Who counts the votes? — Our Board of Directors will designate individuals to serve as inspectors of election for the Annual Meeting. The inspectors will determine the number of shares outstanding and the number of shares represented at the Annual Meeting. They will also determine the validity of proxies and ballots, count all of the votes and determine the results of the actions taken at the Annual Meeting.
How many votes must be present to hold the meeting? — Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of our outstanding shares of Common Stock as of March 15, 2018, must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.
What is a broker non-vote? — If a broker does not have discretion to vote shares held in street name on a particular proposal and does not receive instructions from the beneficial owner on how to vote the shares, the broker may return a proxy card without voting on that proposal. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any matter properly introduced at the Annual Meeting but are counted for purposes of establishing a quorum at the meeting.
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If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on Proposal 3, the ratification of the appointment of our auditor, even if the broker does not receive voting instructions from you.
How many votes are needed to approve the proposals? — The election of directors at the 2018 Annual Meeting will be an uncontested election. Accordingly, the election of directors will be determined by a majority voting standard. This means that a director nominee will be elected to the Board of Directors only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Only votes “FOR” or “AGAINST” will affect the outcome. Abstentions and broker non-votes will be disregarded. The Nominating and Governance Committee has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the director’s resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision within ninety (90) days after the date of certification of the election results.
For the proposals for (i) approval, on an advisory basis, of a non-binding resolution regarding the compensation of our named executive officers, and (ii) ratification of our Audit Committee’s appointment of KPMG LLP as our independent public accounting firm for 2018, the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at the meeting will be required. Abstentions have the effect of a vote against such proposals, and broker non-votes have no effect on the outcome of the vote on such proposals.
Could other matters be decided at the Annual Meeting? — As of the date this Proxy Statement was printed, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.
If other matters are properly presented at the Annual Meeting for consideration, the proxy holders designated on proxy cards or designated in the other voting instructions you have submitted will have the discretion to vote on those matters for you.
Can I access the Notice of Annual Meeting, Proxy Statement and 2017 Annual Report on the Internet? — The Notice of Annual Meeting, Proxy Statement and 2017 Annual Report may be viewed and downloaded from the website www.envisionreports.com/JBT.
Can I revoke a proxy after I submit it? —You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:
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2019 Proxy Statement |
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Who can attend the Annual Meeting? — The Annual Meeting is open to all holders of Common Stock. Each holder is permitted to bring one guest. Security measures will be in effect in order to ensure the safety of attendees and the orderly conduct of the Annual Meeting.
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Do I need a ticket to attend the Annual Meeting? — Yes, you will need an admission ticket or proofProposal 1 – Board of ownership of Common Stock to enter the Annual Meeting. If your shares are registered in your name and you received the proxy materials by mail, you will find an admission ticket attached to the proxy card sent to you. If your shares are in the name of your broker or bank or you received your materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. All stockholders will be required to present valid picture identification. IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN JBT CORPORATION COMMON STOCK, YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING.Director Nominees
Election of Directors | FOR each director nominee | |||
Proposal Election of Directors | Board Recommendation The Board of Directors recommends that you vote FOR each director nominee | √ |
PROPOSALS TO BE VOTED ONPROPOSAL SUMMARY
Proposal 1: ElectionThe re-election of Directorstwo Directors.
The Board of Directors currently consists of seven members. We have three classes of directors, each class being of as nearly equal size as possible. The term for each class is three years. Class terms expire on a rolling basis, so that one class of directors is elected each year. The term for the nominees for director at the 20182019 Annual Meeting will expire at the 20212022 Annual Meeting.
The nominees for director this year are C. Maury DevineAlan D. Feldman and James M. Ringler.E. Goodwin. Information about the nominees, the continuing directors and the Board of Directors as a whole is contained in the section of this Proxy Statement entitled “Board of Directors.”
The Nominating and Governance Committee has determined to re-nominate Messrs. Feldman and Goodwin as Class II directors at the 2019 Annual Meeting of stockholders. The Committee determined, upon agreement with Mr. Doheny, not to re-nominate Mr. Doheny as a Class II director at the 2019 Annual Meeting. Since Mr. Doheny became the President and CEO of Sealed Air Corporation in January 2018, it has become apparent that certain markets in which Sealed Air operates have similarities to markets that present growth and expansion opportunities for the Company. Mr. Doheny and our other Directors have concluded that Mr. Doheny’s continuing service on the Board would likely present potential conflict in the future. The Board wishes to thank Mr. Doheny for his years of dedicated service to JBT. The Board has determined to reduce the size of the Board from seven directors to six directors and eliminate the vacancy in Class II effective on the date of the Annual Meeting.
The Board of Directors expects that all of the nominees will be able and willing to serve as directors. If any nominee is not available:
· | the proxies may be voted for another person nominated by the current Board of Directors to fill the vacancy; |
· | the Board of Directors may decide to leave the vacancy temporarily unfilled; or |
· | the size of the Board of Directors may be |
Vote Required
The election of directors will be determined by a majority voting standard. This means that a director nominee will be elected to the Board of Directors only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election.
2019 Proxy Statement | 1 |
Proposal 1 – Election of Directors
Nominees for Directors
(Class II — Term Expiring in 2022)
Alan D. Feldman | |||||
Background • President and Chief Executive Officer of Midas, Inc. from January 2003 until May 2012 and its Chairman from May 2006 until May 2012. • Held several senior management posts with McDonald’s Corporation, becoming President of McDonald’s USA in 1998 and Chief Operating Officer and President of McDonald’s Americas in 2001. • Served in financial and operations posts at Frito-Lay and Pizza Hut. At Pizza Hut, Mr. Feldman was named Senior Vice President of Operations in 1990 and Senior Vice President, Business Strategy and Chief Financial Officer, in 1993. • Mr. Feldman currently serves on the Board of Directors of GNC Holdings, Inc. since July 2013, the Board of Directors of Foot Locker, Inc. since May 2005, and on the Board of Directors of the University of IllinoisFoundation since September 2012 (where he also serves as Chair). | Qualifications • Expertise in the fast-food, quick-serve and snack food industries, markets for our FoodTech businesses, as a result of his senior management positions with McDonald’s and PepsiCo’s Frito-Lay and Pizza Hut operating units. • Experience as the Chief Financial Officer of Pizza Hut allows him to make significant contributions to the Board’s Audit Committee, and his former role as CEO and Chairman of Midas, Inc. provides our Board with the expertise and experience of a former chief executive officer and board chairman of an international retail, parts and services business. Committees: Chair of the Audit Committee Member of the Nominating andGovernance Committee | ||||
Director Since: 2008 Former Chairman of the Board, President and Chief Executive Officer of Midas, Inc., an international automotive services company Age: 67 |
2 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
James E. Goodwin | |||||
Background • Chairman and Chief Executive Officer of UAL Corporation and United Airlines from March 1999 until his retirement on October 31, 2001. • President and Chief Operating Officer of UAL Corporation and United Airlines from 1998 to 1999. During his career with UAL Corporation and United Airlines, Mr. Goodwin became Senior Vice President-Marketing in 1985, Senior Vice President-Services in 1988, Senior Vice President-Maintenance Operations in 1991, Senior Vice President-International in 1992 and Senior Vice President-North America in 1995. • Mr. Goodwin currently serves on the Boards of Directors of AAR Corp. since April 2002 and Federal Signal Corporation since October 2005 (where he currently serves as lead independent director). • Advisory Board of Wynnchurch Capital, a private equity firm, and has served on the Boards of Directors of two of their portfolio companies, Burtek Enterprises, Inc. and Northstar Aerospace, Inc., since March 2013. | Qualifications • Thirty-four years of operational and management experience in the airline industry brings significant expertise to the management of our AeroTech division. • Experience as a chief executive and board chairman of UAL Corporation and United Airlines, as well as his current service as a director and as a member of the audit committee of AAR Corp., an aviation support company, and his experience as chairman of the board of Federal Signal Corporation adds to the insights he brings to our Board regarding opportunities in the aviation industry, to our Board’s Audit Committee and more generally in assessing and evaluating risks and opportunities facing our Company. Committees: Lead Independent Director Member of the Audit Committee Member of the Nominating and Governance Committee | ||||
Director Since: 2008 Former Chairman of the Board of Federal Signal Corporation, a manufacturer of emergency audio and visual warning device systems, and Retired Chairman of the Board and Chief Executive Officer of UAL Corporation, parent corporation of United Airlines, an international airtransportation company Age: 74 |
2019 Proxy Statement | 3 |
Proposal 1 – Election of Directors
Class III — Term Expiring in 2020
Thomas W. Giacomini | |||||
Background • President and Chief Executive Officer since September 2013 and Chairman of the Board since May 2014. • Served as Vice President (since February 2008) of Dover Corporation, a diversified global manufacturer, and President and Chief Executive Officer (since November 2011) of Dover Engineered Systems. • President (from April 2009 to November 2011) and Chief Executive Officer (from July 2009 to November 2011) of Dover Industrial Products and President (from October 2007 to July 2009) of Dover’s Material Handling Platform. • Joined Dover in 2003 following its acquisition of Warn Industries. During his tenure at Warn Industries he held a variety of leadership roles including President and Chief Operating Officer. • Prior to joining Warn Industries, Mr. Giacomini held various roles at TRW, Inc. • Mr. Giacomini currently serves as a director of MSA Safety Incorporated since June 2017. • Mr. Giacomini had served as a director of Clarcor, Inc. from August 2015 through February 2017, when it was acquired by Parker-Hannifin. | Qualifications • Experience as a senior executive officer of a large and diversified global manufacturing company brings to the Board a managerial and operating perspective gained from his experience managing the risks, implementing the strategies and spearheading growth initiatives of a larger global company. • MBA from Northwestern’s Kellogg School of Management and a Bachelor’s degree in Mechanical Engineering from University of Michigan (Dearborn). Committees: Chairman of the Board of Directors | ||||
Director Since: 2013 Chairman of the Board, President & Chief Executive Officer of JBT Corporation Age: 53 |
Polly B. Kawalek | |||||
Background • Retired in 2004 after serving for 25 years in various capacities with Quaker Oats, Inc., which in 2001 became a business unit of PepsiCo. • Served as President of Quaker Oats’ U.S. Foods division from 2001 until her retirement and from 1997 through 2000 she served as President of its Hot Breakfast division. •Ms. Kawalek currently serves as a director of Elkay Manufacturing Company since 2005. • Ms. Kawalek had served as a director of Martek Biosciences Corp. from 2005 until February 2011 and as a director of Kimball International, Inc. from 1998 until January 2009. | Qualifications • Twenty-five years of food industry experience from her roles at Quaker Oats, both prior and subsequent to its acquisition by PepsiCo. Ms. Kawalek’s insights into research and development, product innovation and marketing brings our Board key perspectives for strategic planning. Committees: Chair of the Nominating and Governance Committee Member of the Compensation Committee | ||||
Director Since: 2008 Retired President of PepsiCo’s Quaker Foods Division, an international manufacturer of branded products Age: 64 |
4 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
Class I — Term Expiring in 2021
C. Maury Devine | |||||
Background • President and Managing Director of ExxonMobil Corporation’s Norwegian affiliate, Exxon Mobil Norway, from 1996 to 2000. • Secretary of Mobil Corporation from 1994 to 1996. From 1990 to 1994, Ms. Devine managed Mobil’s international government relations and from 1988 to 1990, Ms. Devine served as manager, security planning for Mobil. • From 2000 to 2003, Ms. Devine was a Fellow at Harvard University’s Belfer Center for Science and International Affairs. • 15 years in the United States government in positions at the White House, the American Embassy in Paris, France, and the U.S. Department of Justice. • Ms. Devine currently serves on the Boards of Directors of Valeo since 2015 and Conoco Phillips since 2017 and the Georgetown Visitation Preparatory School since 2013. • Ms. Devine had served on the Boards of Det Norske Veritas (DNV) from 2000 to 2010, Aquatic Energy LLC from 2010 to 2012, FMC Technologies, Inc. from 2005 to 2016, and Technip from 2011 to 2017. | Qualifications • Fifteen years of government service, including posts in the White House, the American Embassy in Paris, France and the Department of Justice, provides insights intointernational affairs and knowledge of the Federal government. • Member of the Council on Foreign Relations, an asset to our businesses that market and sell to the U.S. government and navigate international trade issues Committees: Member of the Audit Committee Member of the Nominating and Governance Committee | ||||
Director Since: 2008 Retired President and Managing Director, ExxonMobil Norway, an oil and gas exploration company Age: 68 |
James M. Ringler | |||||
Background • Former Chairman of the Board of Teradata Corporation. • Vice Chairman of Illinois Tool Works Inc. until his retirement in 2004. • Chairman, President and Chief Executive Officer of Premark International, Inc., which merged with Illinois Tool Works in November 1999. • President and Chief Operating Officer of Premark from 1990 to 1996. • From 1986 to 1990, he was President of White Consolidated Industries’ Major Appliance Group, and from 1982 to 1986, he was President and Chief Operating Officer of The Tappan Company. He also was a Consulting manager with Arthur Andersen & Co. • Mr. Ringler is the Former Chairman of the Board of Teradata Corporation serving since September 2007 and he has been a member of the Boards of Directors of Autoliv, Inc. since 2002, TechnipFMC since 2001, and Veoneer, Inc. since 2018. • Mr. Ringler had served on the Boards of Directors of Ingredion Incorporated from 2001 to 2014 and DowDuPont, Inc. from 2001 to March 2019. | Qualifications • Service on the Board of Directors of our predecessor, TechnipFMC, formerly known as FMC Technologies, Inc. beginning in 2001 brings to the Board familiarity with the historical business strategies, products and management of the businesses that now comprise JBT Corporation. • Experience as a chief executive and board chairman provide the Board with significant experience in its evaluations of risks and opportunities facing our company. Committees: Member of the Nominating and Governance Committee Member of the Compensation Committee | ||||
Director Since: 2008 Former Chairman of the Board of Teradata Corporation, a data warehousing and analytic technologies company, and Retired Vice Chairman of Illinois Tool Works Inc., an international manufacturer of highly engineered components and industrial systems Age: 73 |
2019 Proxy Statement | 5 |
Proposal 1 – Election of Directors
INFORMATION ABOUT THE BOARD OF DIRECTORS
Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with both the legal requirements applicable to us and a business model that requires our employees to conduct business with the highest standards of integrity. The Board has adopted and adheres to corporate governance principles which the Board and senior management believe promote this purpose, are sound and represent best practices. The Board reviews these governance practices, the corporate laws of the State of Delaware under which we were incorporated, the rules and listing standards of the New York Stock Exchange and the regulations of the Securities and Exchange Commission, as well as best practices recognized by governance authorities to benchmark the standards under which it operates. The corporate governance principles adopted by the Board of Directors may be viewed on our website under Corporate Governance at www.jbtc.com/investors, and are also available in print to any stockholder upon request. A request should be directed to our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, Attention: Executive Vice President, General Counsel.
Our Board of Directors believes that stockholders should have opportunities to engage directly with Company management and the Board. The Company engages with stockholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on the Company’s strategy, operating results, compensation and governance policies. Stockholder feedback from this engagement is considered by the Board of Directors and reflected in enhancements to policies and practices. The Company’s stockholder engagement program includes but is not limited to roadshows, one-on-one conferences and general availability to respond to investor inquiries. The multi-faceted nature of this program allows the Company to maintain meaningful engagement with a broad audience and various types of stockholders.
In addition to the opportunity for direct engagement with senior management, there are a number of ways for stockholders to effectively communicate a point of view with the Board of Directors, including the following: a) the annual election of director nominees by way of a majority vote standard; b) the annual advisory vote to approve executive compensation; c) our commitment to thoughtfully consider stockholder proposals properly submitted to the Company; d) the ability to attend and voice opinions at the Annual Meeting of Stockholders; and e) direct written communications to our Board of Directors.
Our Board of Directors held 6 meetings during 2018. Each director attended at least 75% of the meetings of the Board. In addition, each of our directors attendedat least 75% of the meetings of the committees on which he or she served during 2018. The Board of Directors recommendshas scheduled a voteboard meeting on the day of the 2019 Annual Meeting of Stockholders, and the Company encourages Board members to attend the Annual Meeting of Stockholders. All of our Board members attended the 2018 Annual Meeting of Stockholders.
Committees of the Board of Directors
The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.
Each of these committees operates pursuant to a written charter setting out the functions and responsibilities of the committee, each of which may be reviewed on our website under Corporate Governance at FORwww.jbtc.com/investors the re-election, and is also available in print to stockholders upon request submitted to our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, Attention: Executive Vice President, General Counsel.
6 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Alan D. Feldman (Chair) C. Maury Devine James E. Goodwin | •Responsibilities associated with our external independent auditor, including their appointment, compensation, retention or termination, and oversight; •Review and discuss with management, our Vice President of Internal Audit and our independent auditor the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies that could significantly affect our financial statements; •Review of the scope, planning and staffing of the prospective audit and approval of estimated fees therefor; •Resolution of disagreements between management and our independent auditor regarding financial reporting; •Oversight over accounting and financial reporting processes associated with the preparation of our financial statements and filings with the Securities and Exchange Commission; •Review of reports by management and legal counsel relating to litigation and compliance with laws, internal policies and controls that are material to our financial statements; •Review and assess our financial and accounting organization and internal controls; •Review policies with respect to major risk assessment and risk management practices designed to monitor and control exposure to such risks; •Review of matters associated with auditor independence and approval of non-audit services; and •Oversight over “whistle-blower” procedures for reporting questionable accounting and audit practices. | 8 |
Audit Committee members meet privately in separate sessions with representatives of our senior management, our independent public accountants and our Vice President of Internal Audit after certain Audit Committee meetings (4 such sessions were held following Audit Committee meetings in 2018).
The Audit Committee charter gives the Audit Committee the authority and responsibility for the engagement, compensation and oversight of our independent public accountants and the review and approval in advance of the scope of audit and non-audit assignments and the related fees of the independent public accountants. The Audit Committee charter also gives this committee authority to fulfill its obligations under Securities and Exchange Commission and New York Stock Exchange requirements.
The Board of Directors has determined that all of the members of the Audit Committee (C. Maury Devine, Alan D. Feldman and James E. Goodwin) (i) are independent directors as defined by the New York Stock Exchange listing rules and satisfy the enhanced independence criteria required for audit committee service under Securities and Exchange Commission rules and the New York Stock Exchange listing rules and (ii) meet the New York Stock Exchange standard of having accounting or related financial management expertise and meet the Securities and Exchange Commission criteria for an “audit committee financial expert.”
2019 Proxy Statement | 7 |
Proposal 1 – Election of Directors
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Edward L. Doheny, II (Chair) Polly B. Kawalek James M. Ringler | •Reviewing succession plans for the Chief Executive Officer and other primary executive officers annually, and reporting to the full Board on succession planning and management development; •Administering our 2017 Incentive Compensation and Stock Plan and any other predecessor plans (the “Incentive Compensation Plan”), approving and administering other equity compensation plans; •Reviewing our overall compensation philosophies to ensure policies appropriately link management interests with those of stockholders and mitigate risks; •Approving the peer group used for compensation levels, program design and relative performance comparisons and ensuring our pay programs are competitive and enable us to attract, retain and motivate top talent; •Reviewing all new employee benefit plans and fringe benefits and approving the activities related to mergers, consolidations, split-ups, spin-offs or terminations of such plans; •Reviewing and approving the short- and long-term performance goals and individual objectives (as it relates to the Chief Executive Officer) compared to incentive plan terms and total incentive compensation amounts to be paid to executive officers, and reviewing, approving and administering policies and agreements permitting recovery of executive officer compensation in the event of a restatement of our financial results; •Reviewing and approving the short- and long-term performance goals and individual objectives (as it relates to the Chief Executive Officer) compared to incentive plan terms and total incentive compensation amounts to be paid to executive officers, and reviewing, approving and administering policies and agreements permitting recovery of executive officer compensation in the event of a restatement of our financial results; •Appointing members of the Employee Benefits Plan Committee and periodically reviewing the actions taken by that committee; •Approving all executive officer pay packages, periodically reviewing executive officer perquisites and executive severance arrangements, hedging and pledging policies, and establishing and monitoring compliance with executive stock ownership guidelines; •Recommending to the full Board changes to compensation for non-employee directors; •Reviewing management’s Compensation Discussion and Analysis to be included in our annual proxy statement, issuing its report on executive compensation for inclusion in our annual report or proxy statement, reviewing and recommending for Board approval the frequency of advisory votes on executive compensation (“say-on-pay”), and reviewing the results of say-on-pay resolutions and the input received from our stockholders engagement efforts, and considering any implications thereof; and •Hiring an executive compensation consultant to advise the Committee after determining that the consultant met independence requirements. | 3 |
Mr. Doheny’s term as a Class II director will conclude at the Annual Meeting. See “Proposal I — Board of Director Nominees — Proposal Summary.” The Board intends to appoint another Board member to succeed Mr. Doheny as the Chair of the Compensation Committee at its meeting following the Annual Meeting.
8 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
The Board of Directors has determined that all of the members of the Compensation Committee (Edward L. Doheny, II, Polly B. Kawalek and James M. Ringler.Ringler) are independent directors as defined by the New York Stock Exchange listing rules and satisfy the enhanced independence criteria required for compensation committee service under Securities and Exchange Commission regulations and the New York Stock Exchange corporate governance listing standards. The Compensation Committee members meet privately in separate sessions with representatives of our compensation consultant and our Executive Vice President, Human Resources after most Compensation Committee meetings (3 such sessions were held following the Compensation Committee in 2018).
Under its charter, our Compensation Committee has the authority to engage the services of outside consultants, outside lawyers, and others to assist the committee’s fulfillment of these responsibilities, and our Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an internationally recognized executive compensation consulting firm, as the Committee’s independent compensation consultant for 2018. For 2018, the Compensation Committee’s engagement agreement with Meridian provided for a scope of work that included ensuring that the Compensation Committee’s compensation recommendations were consistent with our business strategy, pay philosophy, prevailing market practices and relevant regulatory mandates and assisting the Committee’s efforts to make compensation decisions that were aligned with the interests of our stockholders. In addition, Meridian’s engagement for 2018 included the provision of incentive compensation plan design advice as well as advising on the Company’s compensation peer group. In connection with its engagement of Meridian in 2018, the Compensation Committee considered various factors bearing upon Meridian’s independence including, but not limited to, the amount of fees received by Meridian from the Company as a percentage of Meridian’s total revenue, Meridian’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship with any member of the Compensation Committee or management that could impact Meridian’s independence. After reviewing these and other factors, the Compensation Committee determined that Meridian was independent and that its engagement did not present any conflicts of interest. Meridian also determined that it was independent from management and confirmed this in a written statement delivered to the Chair of the Compensation Committee.
The Compensation Committee annually reviews executive pay, peer group selection criteria, compensation design practices and performance to help ensure that our total compensation program is consistent with our compensation philosophies. When determining compensation levels for executive officers for 2018, the Compensation Committee utilized compensation survey data that was supplied by Meridian and Aon Hewitt. For purposes of this survey, a group of peer companies was selected by our management, reviewed by Meridian and approved by the Compensation Committee. The list is reviewed prior to each compensation survey by the Compensation Committee to ensure continuing relevancy of the peer group considering the size, industry, and financial performance of the proposed companies. With each survey, the Compensation Committee’s independent consultant collects, analyzes and reports back to the Compensation Committee on the amounts, designs, and components of compensation paid by the peer group, utilizing regression analysis to develop size-adjusted values for companies with varying revenue size and to provide relevant comparisons. For our Chief Executive Officer, Chief Financial Officer and Executive Vice Presidents, the Compensation Committee also reviews data compiled annually by Meridian from proxy statement filings by peer group companies to assess pay levels and design practices for comparable executive officers.
Based on the survey market data and the additional data from public filings, the Compensation Committee reviewed the appropriateness of management’s recommendations for each of our executive officer’s base pay, annual management incentive plan bonus and long term incentive plan awards for 2018. The Compensation Committee allocated total annual compensation to our executive officers among the various elements of short-term cash (base pay and management incentive plan bonus) and long-term compensation (equity incentive awards) to approximate the market 50th percentile targeted pay levels and mix identified in the survey results and in the data obtained from public filings, with appropriate differences based on individual experience, impact and performance.
The scope of authority delegated to the Compensation Committee by the Board of Directors is to decide whether or not to accept, reject or modify our management’s proposals for total compensation awards to our named executive officers. The Compensation Committee also has the authority to recommend to the Board of Directors the amount of compensation to be paid to our non-employee directors. Our Chief Executive Officer participated this year in the compensation decisions for the other named executive officers.
2019 Proxy Statement | 9 |
Proposal 1 – Election of Directors
He did not have a role in setting his own base pay, annual management incentive plan compensation or the size of his annual long-term incentive plan award. Our Executive Vice President, Human Resources, working with Meridian, provided recommendations for each executive’s base pay, annual management incentive plan bonus and annual long-term incentive plan award for the Compensation Committee’s review. Our Chief Financial Officer and our Director, Financial Planning & Analysis also provided the Compensation Committee with information related to our financial performance against our objectives. This information was then used by the Compensation Committee as a factor in setting annual targets and ratings associated with incentive compensation awards and selecting appropriate performance metrics and objectives for long-term performance-based incentive compensation awards.
Nominating and Governance Committee
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Polly B. Kawalek (Chair) C. Maury Devine Edward L. Doheny II Alan D. Feldman James E. Goodwin James M. Ringler | •Identifying and recommending to the Board of Directors qualified candidates for vacancies on the Board in accordance with criteria established by the Board; •Identifying and recommending nominees for the Board of Directors to be submitted for election at the Annual Meeting •Making recommendations to the Board of Directors concerning the membership of Board committees and committee chairpersons; •Developing and recommending to the Board of Directors a set of Corporate Governance Guidelines, reviewing them annually, and making recommendations to the Board from time to time regarding matters of corporate governance; •Recommending to the Board of Directors in the event of an emergency, a temporary replacement of the Chief Executive Officer or any other primary executive officer, in accordance with the applicable succession plan; •Reviewing our ethics policy annually and recommending changes to the Board of Directors; •Annually reviewing and evaluating all relationships between non-employee directors and our company and making recommendations to the Board of Directors regarding the assessment of each non-employee director’s independence; •Monitoring orientation and training needs of the directors and making recommendations regarding director training programs and advising the Board on emerging governance trends; and •Reportingannually to the Board of Directors the Committee’s assessment of the performance of the Board and its committees.. | 2 |
The Nominating and Governance Committee will consist of the five remaining members starting on the date of the Annual Meeting. The Board of Directors has determined that all of the members of the Nominating and Governance Committee (C. Maury Devine, Edward L. Doheny II,Alan D. Feldman, James E. Goodwin, Polly B. Kawalek and James M. Ringler) are independent directors as defined by the New York Stock Exchange listing rules.
Stockholders may submit recommendations for future candidates for election to the Board of Directors for consideration by the Nominating and Governance Committee by writing to: Executive Vice President, General Counsel, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602. A letter making a director candidate recommendation must include the candidate’s name, biographical information and a summary of the candidate’s qualifications. In addition, the letter should be accompanied by a signed statement from the nominee indicating that the nominee is willing to serve as a member of the Board. To make a recommendation for the 2020 Annual Meeting, please refer to the timing requirements specified in the section of this Proxy Statement entitled “Proposals for the 2020 Annual Meeting of Stockholders.” All submissions from stockholders meeting these requirements will be reviewed by the Nominating and Governance Committee.
10 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
In connection with its role in recommending candidates for the Board, the Nominating and Governance Committee advises the Board with respect to the combination of skills, experience, perspective and background that its members believe are required for the effective functioning of the Board considering our current business strategies and regulatory, geographic and market environment. The Committee has not established specific, minimum qualifications for director nominees. Our Corporate Governance Guidelines provide that directors should be selected based on integrity, successful business experience, stature in their own fields of endeavor and the diversity of perspectives they bring to the Board. Our Corporate Governance Guidelines also require that a majority of our non-employee directors be active or retired senior executives, preferably chief executive, chief financial or chief operating officers or other similar senior officers of publicly-held companies. In addition, the Corporate Governance Guidelines provide that our non-employee directors also be chosen based on recognized experience in our lines of business and leadership in areas of government service, academia, finance and international trade. Nominees to be evaluated by the Nominating and Governance Committee for future vacancies on the Board will be selected by the Committee from candidates recommended by multiple sources, including business and personal contacts of the members of the Nominating and Governance Committee, recommendations by our senior management and candidates identified by independent search firms, stockholders and other sources, all of whom will be evaluated based on the same criteria. All of the current nominees for the Board are standing members of the Board that are proposed by the entire Board for re-election.
The Nominating and Governance Committee conducted a review of the independence of the members of the Board of Directors and its committees and reported its findings to the full Board at its February 22, 2019 meeting. Six of our seven directors who served on our Board in 2018 were non-employee directors. Our Chairman, President and Chief Executive Officer, Thomas W. Giacomini, is our single employee director. Each of our directors completes an annual questionnaire requiring disclosure of any relationships (including industrial, banking, consulting, legal, accounting, charitable or familial relationships) which could impair the independence of such director. The Nominating and Governance Committee reviewed all of the commercial transactions, relationships and arrangements between us and our subsidiaries, affiliates and executive officers with companies with whom the six non-employee directors who served on our Board in 2018 are affiliated or employed. The only transaction, relationship and arrangement of this nature that exists and was reviewed by the Nominating and Governance Committee was the continuing service by James M. Ringler as a member of the Board of Directors of TechnipFMC, formerly known as FMC Technologies, Inc., the company from which we separated in a spin-off transaction in July 2008.TechnipFMC and JBT Corporation are parties to certain agreements that pertain to the separation of the operations of the two companies and which address, among other things, continuing indemnification obligations between the two companies, intellectual property licensing arrangements, and sales distributor agreements. Although the Board has not adopted categorical standards of materiality, this relationship was not deemed to be material or as impacting the independence of our non-employee directors.
Based on the report and recommendation of the Nominating and Governance Committee, the Board has determined that each of its non-employee members (C. Maury Devine, Edward L. Doheny II, Alan D. Feldman, James E. Goodwin, Polly B. Kawalek and James M. Ringler) satisfies the independence criteria set forth in the corporate governance listing standards of the New York Stock Exchange. In addition, all of the members of the Audit Committee satisfy the enhanced independence criteria required for members of audit committees, and all of the members of the Compensation Committee satisfy the enhanced independence criteria required for members of compensation committees, under regulations adopted by the Securities and Exchange Commission and the New York Stock Exchange corporate governance listing standards.
Executive Sessions of Independent Directors
The Board of Directors holds executive sessions of only its independent directors after regularly scheduled Board of Directors meetings. James E. Goodwin was selected by the Board of Directors to serve as the presiding “lead independent director” for these executive sessions during 2018, and was re-selected to serve in that capacity for 2019.
2019 Proxy Statement | 11 |
Proposal 1 – Election of Directors
Stockholder Communications to the Board
Stockholders and other interested parties may communicate directly with the Board of Directors, with the presiding “lead independent director” for an upcoming meeting or the independent directors as a group by submitting written correspondence c/o Lead Independent Director, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602. The lead independent director will review any such communication at the next regularly scheduled Board meeting unless, in his or her judgment, earlier communication to the full Board is warranted.
The Board retains the authority to modify its Board leadership structure to address our Company’s circumstances and advance the best interests of the Company and its stockholders as and when appropriate. The Board believes combining the role of Chief Executive Officer and the role of Chairman, together with the designation of a lead independent director, provides an appropriate balance in the Company’s leadership. Our Corporate Governance Guidelines provide for the annual election of a lead independent director by a majority of the non-employee directors. The lead independent director chairs executive sessions of independent directors, which our Corporate Governance Guidelines require to occur at least annually in conjunction with regularly scheduled Board meetings. Our independent directors typically meet in an executive session at the conclusion of each of our regularly scheduled Board of Director meetings and following that meeting our lead independent director provides feedback to our Chief Executive Officer to the extent desired by the independent directors. The Board’s annual self-evaluation includes questions regarding the Board’s opportunities for open communication and effectiveness of executive sessions. Our Corporate Governance Guidelines limit employee members of the Board to two seats. Our Chairman of the Board, President and Chief Executive Officer is the only member of management currently serving on our Board. A combined Chief Executive Officer and Chairman role serves as an effective bridge between the Board and our management, and provides strong unified leadership of the Company. Currently all other members of our Board are independent. Our three Board committees are comprised entirely of independent directors and each committee has regular interaction with our senior management in establishing their agendas and obtaining information from our Company’s operations.
The Nominating and Governance Committee oversees and plans for Board members succession to ensure a mix of skills, experience, tenure and diversity that promotes and supports the Company’s long-term strategy. Using a variety of sources including but not limited to an independent search firm, recommendations from stockholders, management and our independent directors, the Nominating and Governance Committee will review qualified persons using a board skills analysis and recommend candidates to the Board in accordance with its Corporate Governance Guidelines and any criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election or re-election.
Our Corporate Governance Guidelines provide that Board members will be selected based on integrity, successful business experience, stature in their own fields of endeavor, and the diversity of perspectives they bring to the Board. Our Corporate Governance Guidelines further state that consideration should also be given to candidates with experience in the Company’s lines of business and leadership in such areas as government service, academia, finance and international trade. We have from time to time engaged the services of an executive search firm to help us identify qualified Board candidates meeting these criteria and specifically seek director candidates who helped us meet the following parameters: experience in the food, airline or airfreight industries; industrial manufacturing background; international business exposure; financial expertise; added to the diversity of our Board; possessed chief executive officer or senior P&L management skills; experience on public company boards; and a sophisticated understanding of M&A transactions and integration into existing businesses. We believe we have achieved a diversity of perspectives with our current Board membership, which consists of directors who are holding or have held a variety of senior management level positions and have extensive public company board experience, broad experience across the industries in which we conduct business, international business expertise and State
12 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
and Federal government service. For more information regarding the background, experience and attributes of our directors, please refer to the complete biographies of our directors that appear under “Board of Directors” in this Proxy Statement.
Role of Board in Risk Oversight
As part of its general oversight over the management of the Company, our Audit Committee periodically reviews assessments prepared by our management of the primary risks relevant to our business and the mitigation actions we implement to address these risks. The role of the Board in risk oversight is to provide guidance to management through its Audit Committee, based upon their experience and perspectives, regarding the overall effectiveness of its strategies to monitor and mitigate those risks. During Board meetings, the Board periodically receives reports directly from the Division Presidents for each of our divisions; these updates provide our Board with a more detailed understanding of the strategies of each of our divisions and the opportunities and risks that they face. Management also provides the Board with periodic reports regarding its enterprise risk management programs, our internal audit program, our code of ethics and compliance training programs and our internal control assessments. Our Audit Committee also receives a quarterly update from our Executive Vice President, General Counsel regarding material litigation and legal loss contingencies involving the Company as well as reports to our employee hotline.
In addition, our Compensation Committee periodically reviews assessments prepared by Meridian of potential risks associated with our compensation programs and determines whether our compensation policies and practices adequately and effectively mitigate those risks. The Compensation Committee reports its findings and recommendations, if any, to the Board.
The Compensation Committee bi-annually reviews non-employee director compensation to ensure that the amount of compensation provided to non-employee directors is within appropriate parameters. In late 2017, the Compensation Committee commissioned Meridian to conduct a peer group survey to review non-employee director compensation. The results of the survey indicated that our total non-employee director compensation was below the peer group median. Accordingly, the Compensation Committee recommended to the full Board a slight increase in non-employee director compensation in 2018 to realign with peer group companies, which was approved by the Board.
For 2018, each of our non-employee directors received an annual retainer of $80,000. This annual retainer is structured to provide each non-employee director with the option to receive 0%, 50%, or 100% of the value of the retainer in the form of restricted stock units (“RSUs”), provided a timely election to receive RSUs is made by a non-employee director, and the option to elect to receive any remainder in cash, payable in quarterly installments. RSUs granted as part of the 2018 retainer had a fair market value equal to the deferred amount of the annual retainer on the date of the grant and vest in May 2019. The amount of this annual retainer is allocated among fees earned or paid in cash (column (b)) and stock awards (column (c)) in the Director Compensation Table below based upon the election made by each director.
We also make an annual non-retainer equity grant to our non-employee directors of RSUs of equivalent value. Our practice is to make these awards on May 1 of each year. On May 1, 2018, we awarded each of our non-employee directors RSUs with a value of $120,000, which is included in the amount contained in column (c) of the Director Compensation Table below. These awards will also vest in May 2019.
Our non-employee directors do not receive additional cash remuneration for Board of Directors meetings or committee meetings attended. For 2018, the chair of the Audit Committee received an additional annual fee of $20,000; the chair of the Compensation Committee received an additional annual fee of $15,000; the chair of the Nominating and Governance Committee received an additional annual fee of $10,000; and the Board of Director’s lead independent director received an additional annual fee of $30,000, and a pro-rated portion of that fee is included as fees earned or paid (column (b)) for 2018 in the Director Compensation Table below for each chair and the lead independent director. Each non-employee director will also receive reimbursement for reasonable incidental expenses incurred in connection with the attendance of meetings of the Board and Board committees.
2019 Proxy Statement | 13 |
Proposal 1 – Election of Directors
We have ownership requirements for our non-employee directors that are based on a multiple of five times the amount of each non-employee director’s annual retainer to be met within three years of their appointment to the Board, and each of our non-employee directors who are currently subject to this requirement is in compliance with the ownership requirements. Non-employee directors who meet the ownership guidelines may elect whether to have the RSUs they elect to receive from the annual retainer and the annual non-retainer equity grants they are awarded (i) distributed at the time of vesting, which is one year after grant date, or (ii) distributed after they complete their service on our Board. Unvested RSUs will be settled and are payable in Common Stock upon the death or disability of a director or in the event of a “change in control” of the Company, as such term is defined in the Incentive Compensation Plan.
The following table shows all compensation awarded, paid to or earned by the non-employee members of our Board of Directors from all sources for services rendered in all of their capacities to us during 2018.
Director Compensation Table
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| Fees Earned |
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| or Paid in |
| Stock |
| All Other |
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| Cash |
| Awards |
| Compensation |
| Total |
Name (1) |
| ($) (2) |
| ($) (3) |
| ($) (4) |
| ($) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
C. Maury Devine |
| 76,667 |
| 119,951 |
| 10,000 |
| 206,618 |
Edward L. Doheny II |
| 91,667 |
| 119,951 |
| — |
| 211,618 |
Alan D. Feldman |
| 95,000 |
| 119,951 |
| — |
| 214,951 |
James E. Goodwin |
| 103,333 |
| 119,951 |
| — |
| 223,284 |
Polly B. Kawalek |
| 10,000 |
| 199,991 |
| 5,000 |
| 214,991 |
James M. Ringler |
| 76,667 |
| 119,951 |
| — |
| 196,618 |
(1) | Thomas W. Giacomini, our Chairman, President and Chief Executive Officer, is not included in the table as he was our employee during 2018 and did not receive compensation for his services as director. The compensation paid to Mr. Giacomini is shown in the Summary Compensation Table in this Proxy Statement. |
(2) | Includes the amount of any cash portion of the director’s annual retainer each director elected to receive and additional fees paid to the chairperson of each board committee and the lead independent director for serving that function. |
(3) | RSU grants were made on May 1, 2018, valued at $108.75 per share, the closing price of our Common Stock on May 1, 2018, reflecting an aggregate grant date fair value for all of our non-employee directors of $799,746. The amount reflected in the stock awards column above represents the fair value of the awards at grant date. The aggregate number of outstanding RSUs held by each of our non-employee directors on December 31, 2018 was: Ms. Devine, 43,890; Mr. Doheny, 25,929; Mr. Feldman, 54,363; Mr. Goodwin, 46,690; Ms. Kawalek, 59,259; and Mr. Ringler, 45,297. |
(4) | Represents charitable contributions made in the name of directors by us during 2018 pursuant to the matching charitable contribution program available to all of our employees and directors. Pursuant to this program, we match 100% of the charitable contributions of our employees and directors up to $10,000 in any year, although we may exercise discretion to approve matching contributions in excess of that limitation from time to time. |
Our non-employee directors do not participate in our employee benefit plans other than our matching program for charitable contributions.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
In 2018, the members of the Compensation Committee of the Board were Edward L. Doheny II, Polly B. Kawalek, and James M. Ringler, none of whom has ever been an officer or employee of our Company. None of our executive officers has ever served on the board of directors or on the compensation committee of any other entity that has had any executive officer serving as a member of our Board of Directors.
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Proposal 1 – Election of Directors
TRANSACTIONS WITH RELATED PERSONS
During 2018, we were not a participant in any transaction or series of related transactions in which any “related person” had or will have a material interest and in which the amount involved exceeded $120,000. A “related person” is any person who was in any of the following categories since the beginning of 2018:
· | any of our directors or executive officers; |
· | any nominee for director; |
· | any immediate family member of any of our directors or executive officers or any nominee for director, with immediate family member including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and any person (other than a tenant or an employee) sharing the household of a director or executive officer or a nominee for director; |
· | a security holder listed in the “Other Security Ownership” table below; or |
· | any immediate family member of such a security holder. |
Under its charter, the Audit Committee is responsible for reviewing and approving any transactions with “related persons”.
All of our non-employee directors and executive officers are subject to our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics provides that each of our employees and directors is expected to avoid engaging in activities where their personal interests conflict with, or have the appearance of conflicting with, our interests. Personal interests that may give rise to conflicts of interest include commercial, industrial, banking, consulting, legal, accounting, charitable and financial relationships, and may also arise when a director or employee receives personal benefits outside of the compensation or reimbursement programs approved by the Board of Directors. These requirements also extend to immediate family members of employees and directors.
Suspected violations of our Code of Business Conduct and Ethics, including potential conflicts of interest, must be reported to the Chairman of the Board, if the suspected violation involves a director, or to the General Counsel, if the suspected violation involves an executive officer (or to the Chairman of the Board if the suspected violation involves the General Counsel), or reported to our employee hotline. The Chairman of the Board or the General Counsel, as applicable, will discuss the matter with the Chairman of the Board, or the Chair of the Audit Committee, as appropriate, for evaluation and appropriate resolution. Reports made to our employee hotline will be reported to the Board of Directors, or the Audit Committee, which will have the responsibility for determining if there is a conflict of interest and, if so, how to resolve it without compromising the best interests of us and our stockholders.
Under our Corporate Governance Guidelines, directors must disclose to the Board of Directors any potential conflict of interest they may have with respect to a matter under discussion and, if appropriate, recuse themselves and not participate in the discussion or voting on a matter on which they may have a conflict. No such matters were reviewed or approved by the Board of Directors or the Audit Committee of the Board during 2018.
Our Code of Business Conduct and Ethics also prohibits any employee or director from taking for themselves personally (including for the benefit of family members or friends) business opportunities that are discovered through the use of our property, information or position with the Company without the prior consent of the Board of Directors. No employee or director may use corporate property, information or position with the Company for improper personal gain, or may compete with us, directly or indirectly.
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Proposal 1 – Election of Directors
Our Code of Business Conduct and Ethics may be reviewed on our website under Corporate Governance at www.jbtc.com/investors. A waiver of any provision of our Code of Business Conduct and Ethics for a director or an executive officer may only be made by the Board of Directors, or a committee appointed by the Board, and will be promptly disclosed to the extent required by law, including the rules, regulations or listing standards of the Securities and Exchange Commission and the New York Stock Exchange.
In addition to the foregoing ethics policy, the Nominating and Governance Committee periodically reviews all commercial business relationships that exist between us and companies with which our directors are affiliated in order to determine if non-employee members of the Board are independent under the rules of the New York Stock Exchange.
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Proposal 2: Advisory Vote2 – Say on Named Executive Officer CompensationPay
Election of Directors | FOR each director nominee | |||
Proposal Advisory Vote on Named Executive Officer Compensation | Board Recommendation The Board of Directors recommends a vote FOR approval of the non-binding resolution on executive compensation noted below. | √ |
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and narrative descriptions that accompany those tables in this Proxy Statement, is hereby approved.”
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are seeking an advisory vote on a non-binding resolution from our stockholders on the compensation of our executive officers whose compensation is included in the Summary Compensation Table of this Proxy Statement (our “named executive officers”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as disclosed under the “Executive Compensation” section of this Proxy Statement.
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At our Annual Meeting held in 2017,2018, our stockholders approved the compensation of our named executive officers as disclosed in our 20172018 Proxy Statement in a non-binding “say on pay” vote by over 97%98% percent of the votes cast. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinion of our stockholders, and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We hold an advisory “say on pay” vote every year based on a previous advisory vote regarding frequency.
As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, we have structured our executive compensation program to attract, engage and retain talented individuals and motivate them to create long-term stockholder value by achieving performance objectives and strategic goals and appropriately managing risk. Our program is designed to:
· | Closely link compensation with company financial performance targets and achievement of individual objectives |
· | Drive our key business strategies |
· | Align the interests of our executives with our stockholders |
· | Provide competitive compensation opportunities that attract, engage and retain talented people |
In the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” we describe our executive compensation programs in more detail, including the philosophy and business strategy underpinning the programs, the individual design elements of the compensation programs, and information about how our compensation plans are administered. We encourage stockholders to review this section of the Proxy Statement.
Our compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives linked to financial performance metrics. We have chosen the selected metrics to align the compensation of our named executive officers to our business strategy.
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Proposal 2 – Say on Pay
The Compensation Committee regularly reviews best practices related to executive compensation to ensure a close alignment between our business strategy and executive compensation opportunities. Over the past several years, under the leadership of our Compensation Committee, we have made a number of modifications to the structure of our executive compensation programs to ensure that the proportion of short- and long-term annual incentive compensation that is based upon objective business performance results has remained significant, and maintain a close alignment between business performance measures for incentive compensation awards and our company’s core strategic objectives.
For 2017,2018, the Compensation Committee set financial performance target levels for short-term incentive compensation awards that required significant year-over-year improvement over strong 20162017 results. The financial performance target levels set by the Compensation Committee for the long-term incentive compensation awards with the three-year performance period beginning in 20172018 will also require significant improvement and sustained improvement overhigh level of performance relative to our 20162017 results.
As illustrated by these actions, the Compensation Committee has strived to structure our executive compensation practices in a manner that is performance-based with a view towards maximizing long-term stockholder value. Our Compensation Committee and the Board of Directors believes that the policies and programs described in the “Compensation Discussion and Analysis” section of this Proxy Statement are effective in achieving our strategic objectives and have contributed to our positive financial performance.
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Vote Required
In order for this proposal to be adopted by stockholders, at least a majority of the votes cast at the Annual Meeting in person or by proxy by the stockholders entitled to vote on the matter must be voted in its favor.
The Board of Directors recommends a vote FOR the following non-binding resolution:RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and narrative descriptions that accompany those tables in this Proxy Statement, is hereby approved.
Effect of Proposal
Since the required vote is advisory, the resultChair of the voteAudit Committee
Member of the Nominating andGovernance Committee
Director Since: 2008
Former Chairman of the Board, President and Chief Executive Officer of Midas, Inc., an international automotive services company
Age: 67
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Proposal 1 – Election of Directors
James E. Goodwin | |||||
Background • Chairman and Chief Executive Officer of UAL Corporation and United Airlines from March 1999 until his retirement on October 31, 2001. • President and Chief Operating Officer of UAL Corporation and United Airlines from 1998 to 1999. During his career with UAL Corporation and United Airlines, Mr. Goodwin became Senior Vice President-Marketing in 1985, Senior Vice President-Services in 1988, Senior Vice President-Maintenance Operations in 1991, Senior Vice President-International in 1992 and Senior Vice President-North America in 1995. • Mr. Goodwin currently serves on the Boards of Directors of AAR Corp. since April 2002 and Federal Signal Corporation since October 2005 (where he currently serves as lead independent director). • Advisory Board of Wynnchurch Capital, a private equity firm, and has served on the Boards of Directors of two of their portfolio companies, Burtek Enterprises, Inc. and Northstar Aerospace, Inc., since March 2013. | Qualifications • Thirty-four years of operational and management experience in the airline industry brings significant expertise to the management of our AeroTech division. • Experience as a chief executive and board chairman of UAL Corporation and United Airlines, as well as his current service as a director and as a member of the audit committee of AAR Corp., an aviation support company, and his experience as chairman of the board of Federal Signal Corporation adds to the insights he brings to our Board regarding opportunities in the aviation industry, to our Board’s Audit Committee and more generally in assessing and evaluating risks and opportunities facing our Company. Committees: Lead Independent Director Member of the Audit Committee Member of the Nominating and Governance Committee | ||||
Director Since: 2008 Former Chairman of the Board of Federal Signal Corporation, a manufacturer of emergency audio and visual warning device systems, and Retired Chairman of the Board and Chief Executive Officer of UAL Corporation, parent corporation of United Airlines, an international airtransportation company Age: 74 |
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Proposal 1 – Election of Directors
Class III — Term Expiring in 2020
Thomas W. Giacomini | |||||
Background • President and Chief Executive Officer since September 2013 and Chairman of the Board since May 2014. • Served as Vice President (since February 2008) of Dover Corporation, a diversified global manufacturer, and President and Chief Executive Officer (since November 2011) of Dover Engineered Systems. • President (from April 2009 to November 2011) and Chief Executive Officer (from July 2009 to November 2011) of Dover Industrial Products and President (from October 2007 to July 2009) of Dover’s Material Handling Platform. • Joined Dover in 2003 following its acquisition of Warn Industries. During his tenure at Warn Industries he held a variety of leadership roles including President and Chief Operating Officer. • Prior to joining Warn Industries, Mr. Giacomini held various roles at TRW, Inc. • Mr. Giacomini currently serves as a director of MSA Safety Incorporated since June 2017. • Mr. Giacomini had served as a director of Clarcor, Inc. from August 2015 through February 2017, when it was acquired by Parker-Hannifin. | Qualifications • Experience as a senior executive officer of a large and diversified global manufacturing company brings to the Board a managerial and operating perspective gained from his experience managing the risks, implementing the strategies and spearheading growth initiatives of a larger global company. • MBA from Northwestern’s Kellogg School of Management and a Bachelor’s degree in Mechanical Engineering from University of Michigan (Dearborn). Committees: Chairman of the Board of Directors | ||||
Director Since: 2013 Chairman of the Board, President & Chief Executive Officer of JBT Corporation Age: 53 |
Polly B. Kawalek | |||||
Background • Retired in 2004 after serving for 25 years in various capacities with Quaker Oats, Inc., which in 2001 became a business unit of PepsiCo. • Served as President of Quaker Oats’ U.S. Foods division from 2001 until her retirement and from 1997 through 2000 she served as President of its Hot Breakfast division. •Ms. Kawalek currently serves as a director of Elkay Manufacturing Company since 2005. • Ms. Kawalek had served as a director of Martek Biosciences Corp. from 2005 until February 2011 and as a director of Kimball International, Inc. from 1998 until January 2009. | Qualifications • Twenty-five years of food industry experience from her roles at Quaker Oats, both prior and subsequent to its acquisition by PepsiCo. Ms. Kawalek’s insights into research and development, product innovation and marketing brings our Board key perspectives for strategic planning. Committees: Chair of the Nominating and Governance Committee Member of the Compensation Committee | ||||
Director Since: 2008 Retired President of PepsiCo’s Quaker Foods Division, an international manufacturer of branded products Age: 64 |
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Proposal 1 – Election of Directors
Class I — Term Expiring in 2021
C. Maury Devine | |||||
Background • President and Managing Director of ExxonMobil Corporation’s Norwegian affiliate, Exxon Mobil Norway, from 1996 to 2000. • Secretary of Mobil Corporation from 1994 to 1996. From 1990 to 1994, Ms. Devine managed Mobil’s international government relations and from 1988 to 1990, Ms. Devine served as manager, security planning for Mobil. • From 2000 to 2003, Ms. Devine was a Fellow at Harvard University’s Belfer Center for Science and International Affairs. • 15 years in the United States government in positions at the White House, the American Embassy in Paris, France, and the U.S. Department of Justice. • Ms. Devine currently serves on the Boards of Directors of Valeo since 2015 and Conoco Phillips since 2017 and the Georgetown Visitation Preparatory School since 2013. • Ms. Devine had served on the Boards of Det Norske Veritas (DNV) from 2000 to 2010, Aquatic Energy LLC from 2010 to 2012, FMC Technologies, Inc. from 2005 to 2016, and Technip from 2011 to 2017. | Qualifications • Fifteen years of government service, including posts in the White House, the American Embassy in Paris, France and the Department of Justice, provides insights intointernational affairs and knowledge of the Federal government. • Member of the Council on Foreign Relations, an asset to our businesses that market and sell to the U.S. government and navigate international trade issues Committees: Member of the Audit Committee Member of the Nominating and Governance Committee | ||||
Director Since: 2008 Retired President and Managing Director, ExxonMobil Norway, an oil and gas exploration company Age: 68 |
James M. Ringler | |||||
Background • Former Chairman of the Board of Teradata Corporation. • Vice Chairman of Illinois Tool Works Inc. until his retirement in 2004. • Chairman, President and Chief Executive Officer of Premark International, Inc., which merged with Illinois Tool Works in November 1999. • President and Chief Operating Officer of Premark from 1990 to 1996. • From 1986 to 1990, he was President of White Consolidated Industries’ Major Appliance Group, and from 1982 to 1986, he was President and Chief Operating Officer of The Tappan Company. He also was a Consulting manager with Arthur Andersen & Co. • Mr. Ringler is • Mr. Ringler had served on the Boards of Directors of Ingredion Incorporated from 2001 to 2014 and DowDuPont, Inc. from 2001 to March 2019. | Qualifications • Service on the Board of Directors of our predecessor, TechnipFMC, formerly known as FMC Technologies, Inc. beginning in 2001 brings to the Board familiarity with the historical business strategies, products and • Experience as a chief executive and board chairman provide the Board with significant experience in its evaluations of risks and opportunities facing our company. Committees: Member of the Nominating and Governance Committee Member of the Compensation Committee | ||||
Director Since: 2008 Former Chairman of the Board of Teradata Corporation, a data warehousing and analytic technologies company, and Retired Vice Chairman of Illinois Tool Works Inc., an international manufacturer of highly engineered components and industrial systems Age: 73 |
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Proposal 1 – Election of Directors
INFORMATION ABOUT THE BOARD OF DIRECTORS
Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with both the legal requirements applicable to us and a business model that requires our employees to conduct business with the highest standards of integrity. The Board has adopted and adheres to corporate governance principles which the Board and senior management believe promote this purpose, are sound and represent best practices. The Board reviews these governance practices, the corporate laws of the State of Delaware under which we were incorporated, the rules and listing standards of the New York Stock Exchange and the regulations of the Securities and Exchange Commission, as well as best practices recognized by governance authorities to benchmark the standards under which it operates. The corporate governance principles adopted by the Board of Directors may be viewed on our website under Corporate Governance at www.jbtc.com/investors, and are also available in print to any stockholder upon request. A request should be directed to our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, Attention: Executive Vice President, General Counsel.
Our Board of Directors believes that stockholders should have opportunities to engage directly with Company management and the Board. The Company engages with stockholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on the Company’s strategy, operating results, compensation and governance policies. Stockholder feedback from this engagement is considered by the Board of Directors and reflected in enhancements to policies and practices. The Company’s stockholder engagement program includes but is not limited to roadshows, one-on-one conferences and general availability to respond to investor inquiries. The multi-faceted nature of this program allows the Company to maintain meaningful engagement with a broad audience and various types of stockholders.
In addition to the opportunity for direct engagement with senior management, there are a number of ways for stockholders to effectively communicate a point of view with the Board of Directors, including the following: a) the annual election of director nominees by way of a majority vote standard; b) the annual advisory vote to approve executive compensation; c) our commitment to thoughtfully consider stockholder proposals properly submitted to the Company; d) the ability to attend and voice opinions at the Annual Meeting of Stockholders; and e) direct written communications to our Board of Directors.
Our Board of Directors held 6 meetings during 2018. Each director attended at least 75% of the meetings of the Board. In addition, each of our directors attendedat least 75% of the meetings of the committees on which he or she served during 2018. The Board of Directors has scheduled a board meeting on the day of the 2019 Annual Meeting of Stockholders, and the Company encourages Board members to attend the Annual Meeting of Stockholders. All of our Board members attended the 2018 Annual Meeting of Stockholders.
Committees of the Board of Directors
The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.
Each of these committees operates pursuant to a written charter setting out the functions and responsibilities of the committee, each of which may be reviewed on our website under Corporate Governance at www.jbtc.com/investors, and is also available in print to stockholders upon request submitted to our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, Attention: Executive Vice President, General Counsel.
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Proposal 1 – Election of Directors
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Alan D. Feldman (Chair) C. Maury Devine James E. Goodwin | •Responsibilities associated with our external independent auditor, including their appointment, compensation, retention or termination, and oversight; •Review and discuss with management, our Vice President of Internal Audit and our independent auditor the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies that could significantly affect our financial statements; •Review of the scope, planning and staffing of the prospective audit and approval of estimated fees therefor; •Resolution of disagreements between management and our independent auditor regarding financial reporting; •Oversight over accounting and financial reporting processes associated with the preparation of our financial statements and filings with the Securities and Exchange Commission; •Review of reports by management and legal counsel relating to litigation and compliance with laws, internal policies and controls that are material to our financial statements; •Review and assess our financial and accounting organization and internal controls; •Review policies with respect to major risk assessment and risk management practices designed to monitor and control exposure to such risks; •Review of matters associated with auditor independence and approval of non-audit services; and •Oversight over “whistle-blower” procedures for reporting questionable accounting and audit practices. | 8 |
Audit Committee members meet privately in separate sessions with representatives of our senior management, our independent public accountants and our Vice President of Internal Audit after certain Audit Committee meetings (4 such sessions were held following Audit Committee meetings in 2018).
The Audit Committee charter gives the Audit Committee the authority and responsibility for the engagement, compensation and oversight of our independent public accountants and the review and approval in advance of the scope of audit and non-audit assignments and the related fees of the independent public accountants. The Audit Committee charter also gives this committee authority to fulfill its obligations under Securities and Exchange Commission and New York Stock Exchange requirements.
The Board of Directors has determined that all of the members of the Audit Committee (C. Maury Devine, Alan D. Feldman and James E. Goodwin) (i) are independent directors as defined by the New York Stock Exchange listing rules and satisfy the enhanced independence criteria required for audit committee service under Securities and Exchange Commission rules and the New York Stock Exchange listing rules and (ii) meet the New York Stock Exchange standard of having accounting or related financial management expertise and meet the Securities and Exchange Commission criteria for an “audit committee financial expert.”
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Proposal 1 – Election of Directors
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Edward L. Doheny, II (Chair) Polly B. Kawalek James M. Ringler | •Reviewing succession plans for the Chief Executive Officer and other primary executive officers annually, and reporting to the full Board on succession planning and management development; •Administering our 2017 Incentive Compensation and Stock Plan and any other predecessor plans (the “Incentive Compensation Plan”), approving and administering other equity compensation plans; •Reviewing our overall compensation philosophies to ensure policies appropriately link management interests with those of stockholders and mitigate risks; •Approving the peer group used for compensation levels, program design and relative performance comparisons and ensuring our pay programs are competitive and enable us to attract, retain and motivate top talent; •Reviewing all new employee benefit plans and fringe benefits and approving the activities related to mergers, consolidations, split-ups, spin-offs or terminations of such plans; •Reviewing and approving the short- and long-term performance goals and individual objectives (as it relates to the Chief Executive Officer) compared to incentive plan terms and total incentive compensation amounts to be paid to executive officers, and reviewing, approving and administering policies and agreements permitting recovery of executive officer compensation in the event of a restatement of our financial results; •Reviewing and approving the short- and long-term performance goals and individual objectives (as it relates to the Chief Executive Officer) compared to incentive plan terms and total incentive compensation amounts to be paid to executive officers, and reviewing, approving and administering policies and agreements permitting recovery of executive officer compensation in the event of a restatement of our financial results; •Appointing members of the Employee Benefits Plan Committee and periodically reviewing the actions taken by that committee; •Approving all executive officer pay packages, periodically reviewing executive officer perquisites and executive severance arrangements, hedging and pledging policies, and establishing and monitoring compliance with executive stock ownership guidelines; •Recommending to the full Board changes to compensation for non-employee directors; •Reviewing management’s Compensation Discussion and Analysis to be included in our annual proxy statement, issuing its report on executive compensation for inclusion in our annual report or proxy statement, reviewing and recommending for Board approval the frequency of advisory votes on executive compensation (“say-on-pay”), and reviewing the results of say-on-pay resolutions and the input received from our stockholders engagement efforts, and considering any implications thereof; and •Hiring an executive compensation consultant to advise the Committee after determining that the consultant met independence requirements. | 3 |
Mr. Doheny’s term as a Class II director will conclude at the Annual Meeting. See “Proposal I — Board of Director Nominees — Proposal Summary.” The Board intends to appoint another Board member to succeed Mr. Doheny as the Chair of the Compensation Committee at its meeting following the Annual Meeting.
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Proposal 1 – Election of Directors
The Board of Directors has determined that all of the members of the Compensation Committee (Edward L. Doheny, II, Polly B. Kawalek and James M. Ringler) are independent directors as defined by the New York Stock Exchange listing rules and satisfy the enhanced independence criteria required for compensation committee service under Securities and Exchange Commission regulations and the New York Stock Exchange corporate governance listing standards. The Compensation Committee members meet privately in separate sessions with representatives of our compensation consultant and our Executive Vice President, Human Resources after most Compensation Committee meetings (3 such sessions were held following the Compensation Committee in 2018).
Under its charter, our Compensation Committee has the authority to engage the services of outside consultants, outside lawyers, and others to assist the committee’s fulfillment of these responsibilities, and our Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an internationally recognized executive compensation consulting firm, as the Committee’s independent compensation consultant for 2018. For 2018, the Compensation Committee’s engagement agreement with Meridian provided for a scope of work that included ensuring that the Compensation Committee’s compensation recommendations were consistent with our business strategy, pay philosophy, prevailing market practices and relevant regulatory mandates and assisting the Committee’s efforts to make compensation decisions that were aligned with the interests of our stockholders. In addition, Meridian’s engagement for 2018 included the provision of incentive compensation plan design advice as well as advising on the Company’s compensation peer group. In connection with its engagement of Meridian in 2018, the Compensation Committee considered various factors bearing upon Meridian’s independence including, but not limited to, the amount of fees received by Meridian from the Company as a percentage of Meridian’s total revenue, Meridian’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship with any member of the Compensation Committee or management that could impact Meridian’s independence. After reviewing these and other factors, the Compensation Committee determined that Meridian was independent and that its engagement did not present any conflicts of interest. Meridian also determined that it was independent from management and confirmed this in a written statement delivered to the Chair of the Compensation Committee.
The Compensation Committee annually reviews executive pay, peer group selection criteria, compensation design practices and performance to help ensure that our total compensation program is consistent with our compensation philosophies. When determining compensation levels for executive officers for 2018, the Compensation Committee utilized compensation survey data that was supplied by Meridian and Aon Hewitt. For purposes of this survey, a group of peer companies was selected by our management, reviewed by Meridian and approved by the Compensation Committee. The list is reviewed prior to each compensation survey by the Compensation Committee to ensure continuing relevancy of the peer group considering the size, industry, and financial performance of the proposed companies. With each survey, the Compensation Committee’s independent consultant collects, analyzes and reports back to the Compensation Committee on the amounts, designs, and components of compensation paid by the peer group, utilizing regression analysis to develop size-adjusted values for companies with varying revenue size and to provide relevant comparisons. For our Chief Executive Officer, Chief Financial Officer and Executive Vice Presidents, the Compensation Committee also reviews data compiled annually by Meridian from proxy statement filings by peer group companies to assess pay levels and design practices for comparable executive officers.
Based on the survey market data and the additional data from public filings, the Compensation Committee reviewed the appropriateness of management’s recommendations for each of our executive officer’s base pay, annual management incentive plan bonus and long term incentive plan awards for 2018. The Compensation Committee allocated total annual compensation to our executive officers among the various elements of short-term cash (base pay and management incentive plan bonus) and long-term compensation (equity incentive awards) to approximate the market 50th percentile targeted pay levels and mix identified in the survey results and in the data obtained from public filings, with appropriate differences based on individual experience, impact and performance.
The scope of authority delegated to the Compensation Committee by the Board of Directors is to decide whether or not to accept, reject or modify our management’s proposals for total compensation awards to our named executive officers. The Compensation Committee also has the authority to recommend to the Board of Directors the amount of compensation to be paid to our non-employee directors. Our Chief Executive Officer participated this year in the compensation decisions for the other named executive officers.
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Proposal 1 – Election of Directors
He did not have a role in setting his own base pay, annual management incentive plan compensation or the size of his annual long-term incentive plan award. Our Executive Vice President, Human Resources, working with Meridian, provided recommendations for each executive’s base pay, annual management incentive plan bonus and annual long-term incentive plan award for the Compensation Committee’s review. Our Chief Financial Officer and our Director, Financial Planning & Analysis also provided the Compensation Committee with information related to our financial performance against our objectives. This information was then used by the Compensation Committee as a factor in setting annual targets and ratings associated with incentive compensation awards and selecting appropriate performance metrics and objectives for long-term performance-based incentive compensation awards.
Nominating and Governance Committee
# of Meetings | ||
Committee Members | Primary Responsibilities | in 2018 |
Polly B. Kawalek (Chair) C. Maury Devine Edward L. Doheny II Alan D. Feldman James E. Goodwin James M. Ringler | •Identifying and recommending to the Board of Directors qualified candidates for vacancies on the Board in accordance with criteria established by the Board; •Identifying and recommending nominees for the Board of Directors to be submitted for election at the Annual Meeting •Making recommendations to the Board of Directors concerning the membership of Board committees and committee chairpersons; •Developing and recommending to the Board of Directors a set of Corporate Governance Guidelines, reviewing them annually, and making recommendations to the Board from time to time regarding matters of corporate governance; •Recommending to the Board of Directors in the event of an emergency, a temporary replacement of the Chief Executive Officer or any other primary executive officer, in accordance with the applicable succession plan; •Reviewing our ethics policy annually and recommending changes to the Board of Directors; •Annually reviewing and evaluating all relationships between non-employee directors and our company and making recommendations to the Board of Directors regarding the assessment of each non-employee director’s independence; •Monitoring orientation and training needs of the directors and making recommendations regarding director training programs and advising the Board on emerging governance trends; and •Reportingannually to the Board of Directors the Committee’s assessment of the performance of the Board and its committees.. | 2 |
The Nominating and Governance Committee will consist of the five remaining members starting on the date of the Annual Meeting. The Board of Directors has determined that all of the members of the Nominating and Governance Committee (C. Maury Devine, Edward L. Doheny II,Alan D. Feldman, James E. Goodwin, Polly B. Kawalek and James M. Ringler) are independent directors as defined by the New York Stock Exchange listing rules.
Stockholders may submit recommendations for future candidates for election to the Board of Directors for consideration by the Nominating and Governance Committee by writing to: Executive Vice President, General Counsel, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602. A letter making a director candidate recommendation must include the candidate’s name, biographical information and a summary of the candidate’s qualifications. In addition, the letter should be accompanied by a signed statement from the nominee indicating that the nominee is willing to serve as a member of the Board. To make a recommendation for the 2020 Annual Meeting, please refer to the timing requirements specified in the section of this Proxy Statement entitled “Proposals for the 2020 Annual Meeting of Stockholders.” All submissions from stockholders meeting these requirements will be reviewed by the Nominating and Governance Committee.
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Proposal 1 – Election of Directors
In connection with its role in recommending candidates for the Board, the Nominating and Governance Committee advises the Board with respect to the combination of skills, experience, perspective and background that its members believe are required for the effective functioning of the Board considering our current business strategies and regulatory, geographic and market environment. The Committee has not established specific, minimum qualifications for director nominees. Our Corporate Governance Guidelines provide that directors should be selected based on integrity, successful business experience, stature in their own fields of endeavor and the diversity of perspectives they bring to the Board. Our Corporate Governance Guidelines also require that a majority of our non-employee directors be active or retired senior executives, preferably chief executive, chief financial or chief operating officers or other similar senior officers of publicly-held companies. In addition, the Corporate Governance Guidelines provide that our non-employee directors also be chosen based on recognized experience in our lines of business and leadership in areas of government service, academia, finance and international trade. Nominees to be evaluated by the Nominating and Governance Committee for future vacancies on the Board will be selected by the Committee from candidates recommended by multiple sources, including business and personal contacts of the members of the Nominating and Governance Committee, recommendations by our senior management and candidates identified by independent search firms, stockholders and other sources, all of whom will be evaluated based on the same criteria. All of the current nominees for the Board are standing members of the Board that are proposed by the entire Board for re-election.
The Nominating and Governance Committee conducted a review of the independence of the members of the Board of Directors and its committees and reported its findings to the full Board at its February 22, 2019 meeting. Six of our seven directors who served on our Board in 2018 were non-employee directors. Our Chairman, President and Chief Executive Officer, Thomas W. Giacomini, is our single employee director. Each of our directors completes an annual questionnaire requiring disclosure of any relationships (including industrial, banking, consulting, legal, accounting, charitable or familial relationships) which could impair the independence of such director. The Nominating and Governance Committee reviewed all of the commercial transactions, relationships and arrangements between us and our subsidiaries, affiliates and executive officers with companies with whom the six non-employee directors who served on our Board in 2018 are affiliated or employed. The only transaction, relationship and arrangement of this nature that exists and was reviewed by the Nominating and Governance Committee was the continuing service by James M. Ringler as a member of the Board of Directors of TechnipFMC, formerly known as FMC Technologies, Inc., the company from which we separated in a spin-off transaction in July 2008.TechnipFMC and JBT Corporation are parties to certain agreements that pertain to the separation of the operations of the two companies and which address, among other things, continuing indemnification obligations between the two companies, intellectual property licensing arrangements, and sales distributor agreements. Although the Board has not adopted categorical standards of materiality, this relationship was not deemed to be material or as impacting the independence of our non-employee directors.
Based on the report and recommendation of the Nominating and Governance Committee, the Board has determined that each of its non-employee members (C. Maury Devine, Edward L. Doheny II, Alan D. Feldman, James E. Goodwin, Polly B. Kawalek and James M. Ringler) satisfies the independence criteria set forth in the corporate governance listing standards of the New York Stock Exchange. In addition, all of the members of the Audit Committee satisfy the enhanced independence criteria required for members of audit committees, and all of the members of the Compensation Committee satisfy the enhanced independence criteria required for members of compensation committees, under regulations adopted by the Securities and Exchange Commission and the New York Stock Exchange corporate governance listing standards.
Executive Sessions of Independent Directors
The Board of Directors holds executive sessions of only its independent directors after regularly scheduled Board of Directors meetings. James E. Goodwin was selected by the Board of Directors to serve as the presiding “lead independent director” for these executive sessions during 2018, and was re-selected to serve in that capacity for 2019.
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Proposal 1 – Election of Directors
Stockholder Communications to the Board
Stockholders and other interested parties may communicate directly with the Board of Directors, with the presiding “lead independent director” for an upcoming meeting or the independent directors as a group by submitting written correspondence c/o Lead Independent Director, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602. The lead independent director will review any such communication at the next regularly scheduled Board meeting unless, in his or her judgment, earlier communication to the full Board is warranted.
The Board retains the authority to modify its Board leadership structure to address our Company’s circumstances and advance the best interests of the Company and its stockholders as and when appropriate. The Board believes combining the role of Chief Executive Officer and the role of Chairman, together with the designation of a lead independent director, provides an appropriate balance in the Company’s leadership. Our Corporate Governance Guidelines provide for the annual election of a lead independent director by a majority of the non-employee directors. The lead independent director chairs executive sessions of independent directors, which our Corporate Governance Guidelines require to occur at least annually in conjunction with regularly scheduled Board meetings. Our independent directors typically meet in an executive session at the conclusion of each of our regularly scheduled Board of Director meetings and following that meeting our lead independent director provides feedback to our Chief Executive Officer to the extent desired by the independent directors. The Board’s annual self-evaluation includes questions regarding the Board’s opportunities for open communication and effectiveness of executive sessions. Our Corporate Governance Guidelines limit employee members of the Board to two seats. Our Chairman of the Board, President and Chief Executive Officer is the only member of management currently serving on our Board. A combined Chief Executive Officer and Chairman role serves as an effective bridge between the Board and our management, and provides strong unified leadership of the Company. Currently all other members of our Board are independent. Our three Board committees are comprised entirely of independent directors and each committee has regular interaction with our senior management in establishing their agendas and obtaining information from our Company’s operations.
The Nominating and Governance Committee oversees and plans for Board members succession to ensure a mix of skills, experience, tenure and diversity that promotes and supports the Company’s long-term strategy. Using a variety of sources including but not limited to an independent search firm, recommendations from stockholders, management and our independent directors, the Nominating and Governance Committee will review qualified persons using a board skills analysis and recommend candidates to the Board in accordance with its Corporate Governance Guidelines and any criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election or re-election.
Our Corporate Governance Guidelines provide that Board members will be selected based on integrity, successful business experience, stature in their own fields of endeavor, and the diversity of perspectives they bring to the Board. Our Corporate Governance Guidelines further state that consideration should also be given to candidates with experience in the Company’s lines of business and leadership in such areas as government service, academia, finance and international trade. We have from time to time engaged the services of an executive search firm to help us identify qualified Board candidates meeting these criteria and specifically seek director candidates who helped us meet the following parameters: experience in the food, airline or airfreight industries; industrial manufacturing background; international business exposure; financial expertise; added to the diversity of our Board; possessed chief executive officer or senior P&L management skills; experience on public company boards; and a sophisticated understanding of M&A transactions and integration into existing businesses. We believe we have achieved a diversity of perspectives with our current Board membership, which consists of directors who are holding or have held a variety of senior management level positions and have extensive public company board experience, broad experience across the industries in which we conduct business, international business expertise and State
12 | 2019 Proxy Statement |
Proposal 1 – Election of Directors
and Federal government service. For more information regarding the background, experience and attributes of our directors, please refer to the complete biographies of our directors that appear under “Board of Directors” in this Proxy Statement.
Role of Board in Risk Oversight
As part of its general oversight over the management of the Company, our Audit Committee periodically reviews assessments prepared by our management of the primary risks relevant to our business and the mitigation actions we implement to address these risks. The role of the Board in risk oversight is to provide guidance to management through its Audit Committee, based upon their experience and perspectives, regarding the overall effectiveness of its strategies to monitor and mitigate those risks. During Board meetings, the Board periodically receives reports directly from the Division Presidents for each of our divisions; these updates provide our Board with a more detailed understanding of the strategies of each of our divisions and the opportunities and risks that they face. Management also provides the Board with periodic reports regarding its enterprise risk management programs, our internal audit program, our code of ethics and compliance training programs and our internal control assessments. Our Audit Committee also receives a quarterly update from our Executive Vice President, General Counsel regarding material litigation and legal loss contingencies involving the Company as well as reports to our employee hotline.
In addition, our Compensation Committee periodically reviews assessments prepared by Meridian of potential risks associated with our compensation programs and determines whether our compensation policies and practices adequately and effectively mitigate those risks. The Compensation Committee reports its findings and recommendations, if any, to the Board.
The Compensation Committee bi-annually reviews non-employee director compensation to ensure that the amount of compensation provided to non-employee directors is within appropriate parameters. In late 2017, the Compensation Committee commissioned Meridian to conduct a peer group survey to review non-employee director compensation. The results of the survey indicated that our total non-employee director compensation was below the peer group median. Accordingly, the Compensation Committee recommended to the full Board a slight increase in non-employee director compensation in 2018 to realign with peer group companies, which was approved by the Board.
For 2018, each of our non-employee directors received an annual retainer of $80,000. This annual retainer is structured to provide each non-employee director with the option to receive 0%, 50%, or 100% of the value of the retainer in the form of restricted stock units (“RSUs”), provided a timely election to receive RSUs is made by a non-employee director, and the option to elect to receive any remainder in cash, payable in quarterly installments. RSUs granted as part of the 2018 retainer had a fair market value equal to the deferred amount of the annual retainer on the date of the grant and vest in May 2019. The amount of this annual retainer is allocated among fees earned or paid in cash (column (b)) and stock awards (column (c)) in the Director Compensation Table below based upon the election made by each director.
We also make an annual non-retainer equity grant to our non-employee directors of RSUs of equivalent value. Our practice is to make these awards on May 1 of each year. On May 1, 2018, we awarded each of our non-employee directors RSUs with a value of $120,000, which is included in the amount contained in column (c) of the Director Compensation Table below. These awards will also vest in May 2019.
Our non-employee directors do not receive additional cash remuneration for Board of Directors meetings or committee meetings attended. For 2018, the chair of the Audit Committee received an additional annual fee of $20,000; the chair of the Compensation Committee received an additional annual fee of $15,000; the chair of the Nominating and Governance Committee received an additional annual fee of $10,000; and the Board of Director’s lead independent director received an additional annual fee of $30,000, and a pro-rated portion of that fee is included as fees earned or paid (column (b)) for 2018 in the Director Compensation Table below for each chair and the lead independent director. Each non-employee director will also receive reimbursement for reasonable incidental expenses incurred in connection with the attendance of meetings of the Board and Board committees.
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Proposal 1 – Election of Directors
We have ownership requirements for our non-employee directors that are based on a multiple of five times the amount of each non-employee director’s annual retainer to be met within three years of their appointment to the Board, and each of our non-employee directors who are currently subject to this requirement is in compliance with the ownership requirements. Non-employee directors who meet the ownership guidelines may elect whether to have the RSUs they elect to receive from the annual retainer and the annual non-retainer equity grants they are awarded (i) distributed at the time of vesting, which is one year after grant date, or (ii) distributed after they complete their service on our Board. Unvested RSUs will be settled and are payable in Common Stock upon the death or disability of a director or in the event of a “change in control” of the Company, as such term is defined in the Incentive Compensation Plan.
The following table shows all compensation awarded, paid to or earned by the non-employee members of our Board of Directors from all sources for services rendered in all of their capacities to us during 2018.
Director Compensation Table
|
|
|
|
|
|
|
|
|
|
| Fees Earned |
|
|
|
|
|
|
|
| or Paid in |
| Stock |
| All Other |
|
|
|
| Cash |
| Awards |
| Compensation |
| Total |
Name (1) |
| ($) (2) |
| ($) (3) |
| ($) (4) |
| ($) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
C. Maury Devine |
| 76,667 |
| 119,951 |
| 10,000 |
| 206,618 |
Edward L. Doheny II |
| 91,667 |
| 119,951 |
| — |
| 211,618 |
Alan D. Feldman |
| 95,000 |
| 119,951 |
| — |
| 214,951 |
James E. Goodwin |
| 103,333 |
| 119,951 |
| — |
| 223,284 |
Polly B. Kawalek |
| 10,000 |
| 199,991 |
| 5,000 |
| 214,991 |
James M. Ringler |
| 76,667 |
| 119,951 |
| — |
| 196,618 |
(1) | Thomas W. Giacomini, our Chairman, President and Chief Executive Officer, is not included in the table as he was our employee during 2018 and did not receive compensation for his services as director. The compensation paid to Mr. Giacomini is shown in the Summary Compensation |
(2) | Includes the amount of any cash portion of the director’s annual retainer each director elected to |
(3) | RSU grants were made on May 1, 2018, valued at $108.75 per share, the closing price of our Common Stock on May 1, 2018, reflecting an aggregate grant date fair value for all of our non-employee directors of $799,746. The amount reflected in the stock awards column above represents the fair value of the awards at grant date. The aggregate number of outstanding RSUs held by each of our non-employee directors on December 31, 2018 was: Ms. Devine, 43,890; Mr. Doheny, 25,929; Mr. Feldman, 54,363; Mr. Goodwin, 46,690; Ms. Kawalek, 59,259; and Mr. Ringler, 45,297. |
(4) | Represents charitable contributions made in the name of directors by us during 2018 pursuant to the matching charitable contribution program available to all of our employees and directors. Pursuant to this program, we match 100% of the charitable contributions of our employees and directors up to $10,000 in any |
Our non-employee directors do not participate in our employee benefit plans other than our matching program for charitable contributions.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
In 2018, the members of the Compensation Committee of the Board were Edward L. Doheny II, Polly B. Kawalek, and James M. Ringler, none of whom has ever been an officer or employee of our Company. None of our executive officers has ever served on the board of directors or on the compensation committee of any other entity that has had any executive officer serving as a member of our Board of Directors.
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Proposal 1 – Election of Directors
TRANSACTIONS WITH RELATED PERSONS
During 2018, we were not a participant in any transaction or series of related transactions in which any “related person” had or will have a material interest and in which the amount involved exceeded $120,000. A “related person” is any person who was in any of the following categories since the beginning of 2018:
· | any of our directors or executive |
· | any nominee for director; |
· | any immediate family member of any of our directors or executive officers or any nominee for director, with immediate family member including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and any person (other than a tenant or an employee) sharing the household of a director or executive officer or a nominee for director; |
· | a security holder listed in the “Other Security Ownership” table below; or |
· | any immediate family member of such a security holder. |
Under its charter, the Audit Committee is responsible for reviewing and approving any transactions with “related persons”.
All of our non-employee directors and executive officers are subject to our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics provides that each of our employees and directors is expected to avoid engaging in activities where their personal interests conflict with, or have the appearance of conflicting with, our interests. Personal interests that may give rise to conflicts of interest include commercial, industrial, banking, consulting, legal, accounting, charitable and financial relationships, and may also arise when a director or employee receives personal benefits outside of the compensation or reimbursement programs approved by the Board of Directors. These requirements also extend to immediate family members of employees and directors.
Suspected violations of our Code of Business Conduct and Ethics, including potential conflicts of interest, must be reported to the Chairman of the Board, if the suspected violation involves a director, or to the General Counsel, if the suspected violation involves an executive officer (or to the Chairman of the Board if the suspected violation involves the General Counsel), or reported to our employee hotline. The Chairman of the Board or the General Counsel, as applicable, will discuss the matter with the Chairman of the Board, or the Chair of the Audit Committee, as appropriate, for evaluation and appropriate resolution. Reports made to our employee hotline will be reported to the Board of Directors, or the Audit Committee, which will have the responsibility for determining if there is a conflict of interest and, if so, how to resolve it without compromising the best interests of us and our stockholders.
Under our Corporate Governance Guidelines, directors must disclose to the Board of Directors any potential conflict of interest they may have with respect to a matter under discussion and, if appropriate, recuse themselves and not participate in the discussion or voting on a matter on which they may have a conflict. No such matters were reviewed or approved by the Board of Directors or the Audit Committee of the Board during 2018.
Our Code of Business Conduct and Ethics also prohibits any employee or director from taking for themselves personally (including for the benefit of family members or friends) business opportunities that are discovered through the use of our property, information or position with the Company without the prior consent of the Board of Directors. No employee or director may use corporate property, information or position with the Company for improper personal gain, or may compete with us, directly or indirectly.
2019 Proxy Statement | 15 |
Proposal 1 – Election of Directors
Our Code of Business Conduct and Ethics may be reviewed on our website under Corporate Governance at www.jbtc.com/investors. A waiver of any provision of our Code of Business Conduct and Ethics for a director or an executive officer may only be made by the Board of Directors, or a committee appointed by the Board, and will be promptly disclosed to the extent required by law, including the rules, regulations or listing standards of the Securities and Exchange Commission and the New York Stock Exchange.
In addition to the foregoing ethics policy, the Nominating and Governance Committee periodically reviews all commercial business relationships that exist between us and companies with which our directors are affiliated in order to determine if non-employee members of the Board are independent under the rules of the New York Stock Exchange.
16 | 2019 Proxy Statement |
Election of Directors | FOR each director nominee | |||
Proposal Advisory Vote on Named Executive Officer Compensation | Board Recommendation The Board of Directors recommends a vote FOR approval of the non-binding resolution on executive compensation noted below. | √ |
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and narrative descriptions that accompany those tables in this Proxy Statement, is hereby approved.”
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are seeking an advisory vote on a non-binding resolution from our stockholders on the compensation of our executive officers whose compensation is included in the Summary Compensation Table of this Proxy Statement (our “named executive officers”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as disclosed under the “Executive Compensation” section of this Proxy Statement.
At our Annual Meeting held in 2018, our stockholders approved the compensation of our named executive officers as disclosed in our 2018 Proxy Statement in a non-binding “say on pay” vote by over 98% percent of the votes cast. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinion of our stockholders, and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We hold an advisory “say on pay” vote every year based on a previous advisory vote regarding frequency.
As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, we have structured our executive compensation program to attract, engage and retain talented individuals and motivate them to create long-term stockholder value by achieving performance objectives and strategic goals and appropriately managing risk. Our program is designed to:
· | Closely link compensation with company financial performance targets and achievement of individual objectives |
· | Drive our key business strategies |
· | Align the |
· | Provide competitive compensation opportunities that attract, engage and |
In the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” we describe our executive compensation programs in more detail, including the philosophy and business strategy underpinning the programs, the individual design elements of the compensation programs, and information about how our compensation plans are administered. We encourage stockholders to review this section of the Proxy Statement.
Our compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives linked to financial performance metrics. We have chosen the selected metrics to align the compensation of our named executive officers to our business strategy.