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![](https://capedge.com/proxy/DEF 14A/0000950152-08-002883/l31010al3101002.gif)
415 Holiday Drive
Pittsburgh, Pennsylvania 15220
TO BE HELD MAY 28, 2008
GENERAL INFORMATION | 1 | |||
STOCK OWNERSHIP | 2 | |||
ELECTION OF DIRECTORS | 4 | |||
DIRECTORS’ COMPENSATION TABLE 2007 | 5 | |||
CORPORATE GOVERNANCE | 6 | |||
The Board and Board Meetings | 6 | |||
Communications to Directors | 6 | |||
Board Committees | 6 | |||
Audit Committee | 6 | |||
Compensation Committee | 7 | |||
Nomination and Governance Committee | 7 | |||
Code of Conduct and Ethics | 8 | |||
Compensation Committee Interlocks and Insider Participation | 8 | |||
Related Party Transactions | 8 | |||
Section 16(a) Beneficial Reporting Compliance | 9 | |||
APPROVAL OF THE 2006 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED MARCH 6, 2008 | 9 | |||
APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN | 15 | |||
EXECUTIVE COMPENSATION | 19 | |||
COMPENSATION DISCUSSION AND ANALYSIS | 19 | |||
COMPENSATION COMMITTEE REPORT | 33 | |||
SUMMARY COMPENSATION TABLE FOR 2007 | 34 | |||
GRANTS OF PLAN-BASED AWARDS IN 2007 | 36 | |||
OPTION EXERCISES IN 2007 | 36 | |||
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 37 | |||
2007 NON-QUALIFIED DEFERRED COMPENSATION DURING | 38 | |||
INDEPENDENT AUDITORS | 39 | |||
AUDIT COMMITTEE REPORT | 39 | |||
ADDITIONAL INFORMATION | 41 | |||
2006 OMNIBUS INCENTIVE PLAN | Exhibit A | |||
EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN | Exhibit B |
• | each person who has reported beneficial ownership of more than 5% of the Company’s common stock; | |
• | each director or nominee for director; | |
• | each executive officer named in the Summary Compensation Table on page 34 (“NEO”); and | |
• | all directors and executive officers as a group. |
Number of | ||||||||
Shares | Percent of | |||||||
Stock Ownership | Owned(a) | Shares(b) | ||||||
More Than 5% Stockholders: | ||||||||
Keely Asset Management Corp.(c)(d) | 1,904,040 | 17.26 | ||||||
Keely Small Cap Fund(c)(d) | 1,075,000 | 9.74 | ||||||
Jeffrey L. Gendell(c)(e) | 1,020,862 | 9.25 | ||||||
Nominees for Directors: | ||||||||
Lee B. Foster II | 184,318 | 1.66 | ||||||
Stan L. Hasselbusch | 86,382 | * | ||||||
Peter McIlroy II | — | * | ||||||
G. Thomas McKane | 7,000 | * | ||||||
Diane B. Owen | 25,436 | * | ||||||
William H. Rackoff | 45,246 | * | ||||||
Suzanne B. Rowland | 500 | * | ||||||
Incumbent Directors not Standing for Re-election: | ||||||||
Henry J. Massman IV | 60,890 | * | ||||||
John W. Puth | 38,346 | * |
2
Number of | ||||||||
Shares | Percent of | |||||||
Stock Ownership | Owned(a) | Shares(b) | ||||||
Certain Executive Officers: | ||||||||
Donald L. Foster | 1,572 | * | ||||||
Senior Vice President, Construction Products | ||||||||
David J. Russo | 17,063 | * | ||||||
Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
John F. Kasel | 2,257 | * | ||||||
Senior Vice President, Operations & Manufacturing | ||||||||
All Directors and Executive Officers as a Group | 516,915 | 4.60 |
* | Less than one percent of the Company’s outstanding common stock | |
(a) | This column shows the number of shares with respect to which the named person or group had direct or indirect sole or shared voting or investment power, whether or not beneficially owned. It also includes shares which the named person or group had the right to acquire within 60 days after the Record Date through the exercise of stock options (50,000 for Mr. Lee B. Foster II, 39,570 for Mr. Massman, 10,000 for Ms. Owen, 30,000 for Mr. Puth, 30,000 for Mr. Rackoff, 20,000 for Mr. Hasselbusch, 0 for Mr. Donald Foster, 11,000 for Mr. Russo, 0 for Mr. Kasel and 216,570 for the directors and executive officers of the Company as a group). The column also includes the share equivalents contained in the 401(k) plan maintained by the Company (26,718 for Mr. Lee B. Foster II, 25,065 for Mr. Hasselbusch, 751 for Mr. Russo, 945 for Mr. Kasel and 65,035 for the executive officers as a group). Mr. Lee B. Foster II also holds an indirect interest in 5,000 shares held in an investment plan maintained by a separate company. | |
(b) | The percentages in this column are based on the assumption that any shares which the named person has the right to acquire within 60 days after the Record Date have been acquired and are outstanding. | |
(c) | The address of Keely Asset Management Corp. and Keely Small Cap Fund is 410 South LaSalle Street, Chicago, IL 60608. Jeffrey L. Gendell’s address is 55 Railroad Avenue, 3rd Floor, Greenwich, CT 06830. | |
(d) | Keely Asset Management Corp. and Keely Small Cap Value Fund share beneficial ownership of 1,075,000 shares, which shares are included in the 1,904,040, of which Keely Asset Management Fund has sole dispositive power. | |
(e) | Mr. Gendell is the managing member of Tontine Management, L.L.C. and certain other entities which own Company stock. Mr. Gendell has the shared power to vote or direct the vote of these shares and the shared power to dispose or direct the disposition of these shares. |
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Nominee | ||
Lee B. Foster II | Mr. Foster, age 61, has been a director of the Company since 1990 and Chairman since 1998. He was the Chief Executive Officer of the Company from May 1990 until January 2002 and since that time has been an executive officer and employee of the Company. Mr. Foster is a director of Wabtec Corporation, a manufacturer of components for locomotives, freight cars and passenger transit vehicles. Wabtec Corporation also provides aftermarket services, including locomotive and freight car maintenance. | |
Stan L. Hasselbusch | Mr. Hasselbusch, age 60, has been Chief Executive Officer and a director of the Company since January 2002, and President of the Company since March 2000. | |
Peter McIlroy II | Mr. McIlroy, age 65, was nominated by the Board of Directors on March 6, 2008. Mr. McIlroy has been a director and Chief Executive Officer of Robroy Industries, a manufacturer of electrical products, since 1993. | |
G. Thomas McKane | Mr. McKane, age 64, was elected as a director in May 2006. Mr. McKane was Chairman of the Board of A.M. Castle & Co. a metal and plastics service center business, from January 2006 to April 2007 and was Chief Executive Officer of A.M. Castle & Co. from May 2000 until February 2007. Mr. McKane is also a director of American Woodmark Corporation, a cabinet manufacturer. | |
Diane B. Owen | Ms. Owen, age 52, was elected as a director in May 2002. She has been Vice President --Corporate Audit of H.J. Heinz Company, an international food company, since April 2000. | |
William H. Rackoff | Mr. Rackoff, age 59, has been a director of the Company since 1996. Mr. Rackoff has been President of ASKO, Inc., which manufactures custom engineered tooling for the metalworking industry, since 1991 and became Chief Executive Officer of ASKO, Inc. in 1995. | |
Suzanne B. Rowland | Ms. Rowland, age 46, was nominated by the Board of Directors on March 6, 2008. Since January 2008, Ms. Rowland has been Managing Director for Energy and Environmental Enterprises, Inc., which provides management consulting services to large industrial customers. From April 2006 until July 2007 Ms. Rowland was Vice President Strategy and New Business Development for J.M. Huber Corporation, a privately owned company with holdings in specialty chemicals, building materials, and natural resources. Ms. Rowland was Vice President and Global Business Director for the adhesives and sealant business unit of Rohm and Haas Company, a special materials technology company, from 2003 to 2006, having begun her employment with Rohm and Haas Company in 1985. |
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Fees Earned | ||||||||||||
or Paid | Stock | |||||||||||
in Cash | Awards | Total | ||||||||||
Name | ($)(i) | ($)(ii) | ($) (iii) | |||||||||
Henry J. Massman IV | 40,500 | 87,850 | 128,350 | |||||||||
G. Thomas McKane | 45,000 | 87,850 | 132,850 | |||||||||
Diane B. Owen | 43,500 | 87,850 | 131,350 | |||||||||
John W. Puth | 46,218 | 87,850 | 134,068 | |||||||||
William H. Rackoff | 46,500 | 87,850 | 134,350 |
(i) | During 2007, the base annual fee of the respective chairmen of the Audit Committee, the Nomination and Governance Committee and the Compensation Committee was $31,500. The base annual fee for other outside directors was $29,000. Outside directors also received $1,000 for each Board meeting attended, $500 for each committee meeting attended and $500 for each telephonic Board or committee meeting in which the director participated. Commencing June 1, 2008, the fees for Lee B. Foster II, Chairman of the Board of Directors, will be a base annual fee of $85,000 and $2,000 fee for each Board meeting attended, together with medical benefits for him and his wife. The base annual fee for the respective chairmen of the Audit Committee, Nomination and Governance Committee and Compensation Committee will be $42,500 and other outside directors, except for Lee B. Foster II, will receive an annual base fee of $40,000. Outside directors, other than Lee B. Foster II, will receive $1,000 for each non-telephonic Board of Directors meeting attended and $500 for each Committee meeting and telephonic Board of Directors meeting attended. | |
(ii) | On May 23, 2007 (the date of the Company’s 2007 annual shareholders meeting) each outside director was awarded 3,500 shares of the Company’s Common stock. Since the awards were fully vested on the grant date, the aggregate grant date fair value of each stock award to our non-employee directors is reflected in the “Stock Awards” column of the table based on the compensation cost recognized in 2007 for financial statement reporting purposes and computed in accordance with SFAS 123(R). For a discussion of valuation assumptions, see Note 1 of the Company’s 2007 Consolidated Financial Statements in the Company’s Annual Report onForm 10-K for the year ended December 31, 2007. The directors have modified the stock award program for outside directors so that when a director is elected or reelected, he or she will receive the lower of 3,500 shares or such lesser amount as shall be determined by the Board of Directors. The directors have determined that outside directors, including Lee B. Foster II, will receive 1,750 shares if elected or re-elected at the May 28, 2008 annual shareholders’ meeting. | |
(iii) | The Company reimburses outside directors for expenses associated with travel to and attendance at Board of Directors’ meetings, including the costs associated with Mr. Massman’s and, usually one or two other director(s)’ use of Massman Construction Co.’s airplane for flying to and from Board of Directors’ meetings. For 2007, the Company reimbursed Massman Construction Co. $41,535 for the cost of using Massman Construction Co.’s airplane for this purpose. This reimbursement and other expenses associated with travel to and attendance at Board of Directors meetings are not included in the table. |
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THE 2006 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED MARCH 6, 2008
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THE EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN
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16
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1 | “Planned Incentive Income” was the Company’sand/or operating units’ planned annual 2007 pre-tax income, as approved by the Board of Directors, but excluding benefits payable under the 2007 Plan and dividend and interest income with respect to the Company’s Dakota Minnesota & Eastern Railroad Preferred Stock exceeding $990,000. “Incentive Income” had the same definition as “Planned Incentive Income”, except that “Incentive Income” is based on actual 2007 pre-tax income and excluded any portion of gains or losses from transactions not in the ordinary course of business which the Committee determines to exclude; the Committee excluded from “Incentive Income” gains from the sale of the Company’s interest in the Dakota, Minnesota & Eastern Railroad Company, together with dividend and interest income in excess of $990,000 from the Company’s former ownership of DM&E preferred stock. |
($-in thousands) | ||||
Income from Continuing Operations before income taxes | 168,511 | |||
Less: Gain on sale of investment in the DM&E | (122,885 | ) | ||
Less: Incremental dividend income triggered by the sale of the DM&E | (8,472 | ) | ||
Plus: 2007 Plan expenses | 2,816 | |||
Incentive Income | 39,970 | |||
21
Management Grade Level | Target Percentage | |||
Stan L. Hasselbusch, President and Chief Executive Officer | 45 | % | ||
David J. Russo, Sr. V.P., CFO and Treasurer | 35 | % | ||
John F. Kasel, Sr. V.P., Operations & Manufacturing | 35 | % | ||
Donald L. Foster, Sr. V.P., Construction Products | 35 | % |
Operating | ||||||||||||
Corporate | Unit | Goals | ||||||||||
Stan L. Hasselbusch, President and Chief Executive Officer | 100 | % | ||||||||||
David J. Russo, Sr. V.P., CFO and Treasurer | 80 | % | 20 | % | ||||||||
John F. Kasel, Sr. V.P., Operations & Manufacturing | 80 | % | 20 | % | ||||||||
Donald L. Foster, Sr. V.P., Construction Products | 20 | % | 60 | % | 20 | % |
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Incentive Income as | ||||||||
Percentage of | ||||||||
Planned Incentive | Incentive Award, as Percentage | |||||||
Income | of Target Award | |||||||
Outstanding | Corporate | Operating Unit | ||||||
160% and over | 200 | % | 200 | % | ||||
155% | 190 | % | 190 | % | ||||
150% | 180 | % | 180 | % | ||||
145% | 170 | % | 170 | % | ||||
140% | 160 | % | 160 | % | ||||
135% | 150 | % | 150 | % | ||||
130% | 140 | % | 140 | % | ||||
125% | 130 | % | 130 | % | ||||
Exceeding | ||||||||
120% | 120 | % | 120 | % | ||||
115% | 115 | % | 115 | % | ||||
110% | 110 | % | 110 | % | ||||
105% | 105 | % | 105 | % | ||||
Target | ||||||||
100% | 100 | % | 100 | % | ||||
Threshold | ||||||||
90% | 80 | % | 80 | % | ||||
80% | 60 | % | 60 | % | ||||
70% | 40 | % | -0- |
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Target Percentage | ||||
Stan L. Hasselbusch, President and Chief Executive Officer | 65 | % | ||
David J. Russo, Sr. V.P., CFO and Treasurer | 45 | % | ||
John F. Kasel, Sr. V.P., Operations and Manufacturing | 40 | % | ||
Donald L. Foster, Sr. V.P., Construction Products | 40 | % |
Sr. V.P. and CFO; | ||||||||||||||
Sr. V.P., | Sr. V.P., | |||||||||||||
Chief Executive | Operations & | Construction | ||||||||||||
Metric | Officer | Manufacturing | Products | |||||||||||
Financial Performance Awards | Corporate ROIC | 25 | % | 25 | % | |||||||||
Pre-Tax Income — Corporate | 75 | % | 55 | % | 20 | % | ||||||||
Operating Unit Pre — Tax Income | 60 | % | ||||||||||||
Individual Performance Awards | Personal Objectives | 20 | % | 20 | % |
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% of Planned Pre-Tax Income | Corporate or Operating Unit | |||
Achieved | Multiplier | |||
140% and Over | 200.0 | % | ||
135% | 187.5 | % | ||
130% | 175.0 | % | ||
125% | 162.5 | % | ||
120% | 150.0 | % | ||
115% | 137.5 | % | ||
110% | 125.0 | % | ||
105% | 112.5 | % | ||
100% (target) | 100.0 | % | ||
90% | 73.0 | % | ||
80% | 47.0 | % | ||
70% | 20.0 | % | ||
Less than 70% | 0.0 | % |
ROIC Achieved | Corporate Multiplier | |||
21.00% and Over | 200.00 | % | ||
20.25% | 187.50 | % | ||
19.50% | 175.00 | % | ||
18.75% | 162.50 | % | ||
18.00% | 150.00 | % | ||
17.25% | 137.50 | % | ||
16.50% | 125.00 | % | ||
15.75% | 112.50 | % | ||
15.00% (target) | 100.00 | % | ||
13.65% | 73.00 | % | ||
12.35% | 47.00 | % | ||
11.00% | 20.00 | % | ||
Less than 11.00% | 0.00 | % |
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Performance | Payout Percentage | |||
Percentage | (as % of $1,825,000) | |||
Less than 70% | -0- | |||
70% | 10.0 | % | ||
80% | 30.0 | % | ||
90% | 62.5 | % | ||
100% | 100.0 | % | ||
110% | 112.5 | % | ||
120% | 130.0 | % | ||
130% | 150.0 | % | ||
150% | 200.0 | % |
5 | “Three Year Incentive Income” is the Company’s aggregate pre-tax income for the Three Year Period, excluding income with respect to the Company’s investments in the Dakota, Minnesota & Eastern Railroad, but including a $2,500,000 gain from the February 2006 sale of the Company’s Geotech division. |
($ - in thousands) | ||||
Income from Continuing Operations before income taxes from 2005 through 2007 | 191,327 | |||
Less: 2007 Gain on sale of investment in the DM&E | (122,885 | ) | ||
Less: 2007 Incremental dividend income triggered by the sale of the DM&E | (8,472 | ) | ||
Less: Recurring dividend income related to DM&E from 2005 through 2007 | (2,722 | ) | ||
Plus: Partial gain from the sale of Company’s Geotechnical Division in 2006 | 2,500 | |||
Three Year Incentive Income | 59,748 | |||
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President/CEO | 4 Points | |
Sr. Vice President | 2 Points |
Name | Cash | Shares | ||||||
Stan L. Hasselbusch | $ | 614,739 | 3,500 | |||||
David J. Russo | $ | 326,580 | 1,312 | |||||
Donald L. Foster | $ | 326,580 | 1,312 | |||||
John F. Kasel | $ | 326,580 | 1,312 |
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Stan L. Hasselbusch | $ | 500,000 | ||
David J. Russo | $ | 120,000 | ||
John F. Kasel | $ | 120,000 | ||
Donald L. Foster | $ | 120,000 | ||
Lee B. Foster II will not participate. |
Name | Shares | |||||||
Stan L. Hasselbusch | 2,847 | |||||||
David J. Russo | 683 | |||||||
Donald L. Foster | 683 | |||||||
John F. Kasel | 683 |
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Name | Number of Performance Share Units | |||||||
Stan L. Hasselbusch | 8,540 | |||||||
David J. Russo | 2,053 | |||||||
Donald L. Foster | 2,053 | |||||||
John F. Kasel | 2,053 |
ROIC | ||||||
Percent of | ||||||
Performance Share | ||||||
Level of Performance | Average ROIC | Units Earned | ||||
Below Threshold | Below 12.0% | 0 | % | |||
Threshold | Equal to 12.0% | 50 | % | |||
Target | Equal to 16.0% | 100 | % | |||
Outstanding | Equal to or Greater than 20.0% | 200 | % |
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Henry J. Massman IV
G. Thomas McKane
John W. Puth
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Non-Equity | ||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | ||||||||||||||||||||||||||||||
Awards | Awards | Compensation | All Other | |||||||||||||||||||||||||||||
Salary | Bonus | ($) | ($) | ($) | Compensation | Total | ||||||||||||||||||||||||||
Position | Year | ($) | ($) | (iii) | (iv) | (v) | ($) | ($) | ||||||||||||||||||||||||
Stan L. Hasselbusch | 2007 | 445,000 | — | 153,685 | — | 1,015,239 | 82,307 (vi | ) | 1,696,231 | |||||||||||||||||||||||
2006 | 415,000 | — | — | 6,487 | 373,500 | 78,991 (vii | ) | 873,978 | ||||||||||||||||||||||||
Lee B. Foster II | 2007 | 165,000 | 600,000 (i | ) | — | — | — | 75,746 (viii | ) | 840,746 | ||||||||||||||||||||||
2006 | 165,000 | — | — | — | — | 34,118 (ix | ) | 199,118 | ||||||||||||||||||||||||
Donald L. Foster | 2007 | 197,837 | — | 57,632 | 49,452 | 463,681 | 42,239 (x | ) | 810,841 | |||||||||||||||||||||||
2006 | 190,837 | — | — | 49,452 | 126,907 | 39,304 (xi | ) | 406,500 | ||||||||||||||||||||||||
David J. Russo | 2007 | 225,000 | — | 57,632 | — | 484,080 | 43,621 (xii | ) | 810,333 | |||||||||||||||||||||||
2006 | 204,374 | — | — | 20,186 | 143,062 | 36,243 (xiii | ) | 403,865 | ||||||||||||||||||||||||
John F. Kasel | 2007 | 174,583 | 35,750 (ii | ) | 57,632 | 47,817 | 445,855 | 41,528 (xiv | ) | 803,165 | ||||||||||||||||||||||
2006 | 166,533 | 35,750 (ii | ) | — | 73,946 | 108,414 | 32,661(xv | ) | 417,304 |
(i) | Mr. Lee Foster received a $600,000 special recognition bonus in November 2007 for his role in the sale of the Company’s investment in the DM&E. | |
(ii) | Mr. Kasel received a bonus of $35,750 in August 2006 and again in August 2007 as part of an individual bonus arrangement which will be in place for two additional years. For further information see page 30. | |
(iii) | Represents portion of the2005-2007 LTIP payout distributed in stock. | |
(iv) | Amounts expensed for pre-2006 and pre-2007 option awards utilizing the provisions of SFAS No. 123R. See Note 1 of the consolidated financial statements in the Company’s Annual Report onForm 10-K for the years ended December 31, 2006 and December 31, 2007, respectively. | |
(v) | For 2006, amounts represent cash awards under the 2006 Management Incentive Plan. For 2007, amounts represent cash awards under the 2007 Management Incentive Plan, as well as the cash portion of the2005-2007 LTIP payout. For further information see pp. 21-23, 27-28. | |
(vi) | Includes a $45,299 Company Supplemental Executive Retirement Plan (“SERP”) contribution, executive medical reimbursement; Company paid term life insurance premium; Company contribution to 401(k) defined contribution retirement plan; Company paid long-term disability premium; personal use of Company paid automobile lease (5 months), car allowance (7 months) and club membership. | |
(vii) | Includes a $40,170 Company Supplemental Executive Retirement Plan (“SERP”) contribution, executive medical reimbursement; Company paid term life insurance premium; Company contribution to 401(k) defined contribution retirement plan; Company paid long-term disability premium; personal use of Company paid automobile lease and club membership. | |
(viii) | Includes a $41,365 Company Supplemental Executive Retirement Plan (“SERP”)contribution; executive medical reimbursement; Company paid term life insurance premium; Company paid long-term disability premium; Company contribution to 401(k) defined contribution retirement plan; car allowance and club membership. |
34
(ix) | Includes Company contributions to the 401(k) defined contribution retirement plan, executive medical reimbursement plan, Company paid term life insurance, long-term disability premium, the supplemental executive retirement plan, car allowance and club memberships/fees. | |
(x) | Includes a Company paid SERP contribution; Company paid term life insurance premium; Company paid long-term disability premium; Company contribution to 401(k) defined contribution retirement plan; car allowance; and club membership | |
(xi) | Includes a Company paid SERP contribution; Company paid term life insurance premium; Company paid long-term disability premium; Company contribution to 401(k) defined contribution retirement plan; car allowance; and club membership. | |
(xii) | Includes a Company paid SERP contribution; executive medical reimbursement; Company paid term life insurance premium; Company contribution to 401(k) defined contribution retirement plan; Company paid long-term disability premium; car allowance and club membership. | |
(xiii) | Includes a Company paid SERP contribution; executive medical reimbursement; Company paid term life insurance premium; Company contribution to 401(k) defined contribution retirement plan; Company paid long-term disability premium; and car allowance. | |
(xiv) | Includes a Company paid SERP contribution; executive medical reimbursement; Company paid term life insurance premium; Company paid long-term disability premium; Company contribution to 401(k) defined contribution retirement plan; Company paid long-term disability premium; personal use of Company paid automobile lease (8 months), car allowance (4 months) and club membership | |
(xv) | Includes a Company paid SERP contribution; executive medical reimbursement; Company paid term life insurance premium; Company paid long-term disability premium; Company contribution to 401(k) defined contribution retirement plan; personal use of Company paid automobile lease and club membership. |
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Estimated Possible Payouts Under | ||||||||||||
Non-Equity Incentive Plan Awards(i) | ||||||||||||
Threshold | Target | Maximum | ||||||||||
Name | ($) | ($) | ($) | |||||||||
Stan L. Hasselbusch | 80,100 | 200,250 | 400,500 | |||||||||
Donald L. Foster | 38,776 | 69,243 | 138,486 | |||||||||
David J. Russo | 31,500 | 78,750 | 157,500 | |||||||||
John F. Kasel | 24,442 | 61,104 | 122,208 |
(i) | These grants reflect awards under the 2007 Management Incentive Plan which is discussed at pp. 21-23. Amounts paid under this plan to the NEOs for 2007 are included in the Summary Compensation Table under Non-Equity Plan Compensation. |
Option Awards | ||||||||
Number of Shares | Value Realized on | |||||||
Acquired on Exercise | Exercise | |||||||
Name | (#) | ($)(i) | ||||||
Stan L. Hasselbusch | 100,000 | 3,886,873 | ||||||
Lee B. Foster II | 70,800 | 2,786,536 | ||||||
Donald L. Foster | 18,750 | 474,356 | ||||||
David J. Russo | 24,000 | 953,060 | ||||||
John F. Kasel | 12,500 | 418,547 |
(i) | Difference between the market price of the stock at the time of exercise and the exercise price of the option, multiplied by the number of shares acquired. |
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Number of | ||||||||||||||||
Number of | Securities | |||||||||||||||
Securities | Underlying | |||||||||||||||
Underlying | Unexercised | |||||||||||||||
Unexercised | Options | Option | ||||||||||||||
Options | (#) | Exercise | Option | |||||||||||||
(#) | Unexercisable | Price | Expiration | |||||||||||||
Name | Exercisable | (i) | ($) | Date | ||||||||||||
Stan L. Hasselbusch | 50,000 | 4.75 | 12/11/11 | |||||||||||||
20,000 | 5.50 | 5/14/12 | ||||||||||||||
Lee B. Foster II | 20,000 | 2.75 | 2/1/11 | |||||||||||||
30,000 | 3.65 | 5/8/11 | ||||||||||||||
10,000 | 5.50 | 5/14/12 | ||||||||||||||
25,000 | 4.44 | 2/28/10 | ||||||||||||||
Donald L. Foster | 7,500 | 9.30 | 12/12/14 | |||||||||||||
6,250 | 8.01 | 10/21/14 | ||||||||||||||
5,000 | 9.29 | 2/15/10 | ||||||||||||||
David J. Russo | 10,000 | 4.30 | 7/25/12 | |||||||||||||
1,000 | 4.10 | 12/9/12 | ||||||||||||||
John F. Kasel | — | 12,500 | 14.77 | 12/4/15 |
(i) | The following table is the vesting information for the options that were unexercisable as of December 31, 2007. |
Name | Vesting Date | Number of Shares | ||||||
Donald L. Foster | 6/13/08 | 3,750 | ||||||
6/13/09 | 3,750 | |||||||
10/21/08 | 6,250 | |||||||
2/15/08 | 2,500 | |||||||
2/15/09 | 2,500 | |||||||
John F. Kasel | 5/25/08 | 6,250 | ||||||
5/25/09 | 6,250 |
37
Company | Aggregate | Aggregate | ||||||||||
Contributions in | Earnings in | Balance at | ||||||||||
Last FY (i) | Last FY(ii) | Last FYE(iii) | ||||||||||
Name | ($) | ($) | ($) | |||||||||
Stan L. Hasselbusch, President & CEO | $ | 45,299 | $ | 6,963 | $ | 166,293 | ||||||
Lee B. Foster II, Chairman of the Board | $ | 41,365 | $ | 8,086 | $ | 193,125 | ||||||
Donald L. Foster, Sr. V.P. Piling | $ | 7,045 | $ | 588 | $ | 14,038 | ||||||
David J. Russo, Sr. V.P., CFO & Treasurer | $ | 11,209 | $ | 1,031 | $ | 24,629 | ||||||
John F. Kasel, Sr. V.P., Operations and Mfg. | $ | 7,605 | $ | 639 | $ | 15,250 |
(i) | Amounts represent 2007 Company contribution to Supplemental Executive Retirement Plan (“SERP”). The amounts are included in the Summary Compensation Table. | |
(ii) | Amounts represent interest earned in 2007. In accordance with the Plan, the Company applied interest to the benefit amount using the calendar year’s rate of return of Fidelity’s Managed Income Portfolio, or a one-year annualized Treasury Bill interest rate, whichever is higher on the last Friday of each year. For 2007, these amounts were 4.37% and 3.42% respectively. The interest rate applied to the benefit in 2007 was 4.37%. These amounts are not included in the Summary Compensation Table. | |
Eligibility for participation in the Plan is limited to individuals who comprise a select group of management or highly compensated employees within the meaning of Section 201(2) of ERISA. Determining participation in the Plan is solely within the discretion of the Compensation Committee of the Board. A participant shall remain a participant only for so long as he continues in the employ of the Company, or the Compensation Committee, in its sole discretion determines that the participant shall no longer be a participant. | ||
(iii) | Amounts represent total SERP balance, as of December 31, 2007. |
38
2007 | 2006 | |||||||
Audit fees (includes audits and reviews of the Company’s fiscal 2007 and 2006 financial statements and internal control over financial reporting) | $ | 408,393 | $ | 391,416 | ||||
Audit-related fees (primarily audits of the Company’s various employee benefit plans) | $ | 25,054 | $ | 23,861 | ||||
Tax fees (federal and state) | $ | 14,000 | — | |||||
All other fees | — | — | ||||||
Total fees | $ | 447,447 | $ | 415,277 |
39
40
41
2006 OMNIBUS INCENTIVE PLAN
As Amended and Restated on March 6, 2008
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
Title: | Chairman of Compensation Committee |
A-15
EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN
1. | Purpose of the Plan |
2. | Definitions |
B-1
3. | Administration of the Plan |
B-2
4. | Participation in the Plan |
5. | Incentive Compensation Awards |
B-3
6. | Payment of Individual Incentive Awards |
B-4
7. | Amendment or Termination of the Plan |
8. | Rights Not Transferable |
9. | Funding/Payment |
10. | Withholdings |
B-5
11. | No Employment or Service Rights |
12. | Other Compensation Plans |
13. | Governing Law |
14. | Effective Date |
B-6
[] |
14475 |
your proxy card in the
envelope provided as soon
as possible.
20733000000000000000 0 2 | 052808 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN ITEM 1 AND “FOR” ITEMS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ý |
FOR | AGAINST | ABSTAIN | ||||||||||||||||||
Item 1. | Election of the following nominees as Directors: (See Instructions Below) | Item 2. | Approval of the 2006 Omnibus Incentive Plan, as Amended and Restated on March 6, 2008 | o | o | o | ||||||||||||||
o o | NOMINEES: | |||||||||||||||||||
FOR ALL NOMINEES | ¡ ¡ ¡ ¡ ¡ ¡ ¡ | Lee B. Foster II Stan L. Hasselbusch Peter Mcllroy II G. Thomas McKane Diane B. Owen William H. Rackoff Suzanne B. Rowland | o | o | o | |||||||||||||||
WITHHOLD AUTHORITY FOR ALL NOMINEES | Item 3. | Approval of the Executive Annual Incentive Compensation Plan | ||||||||||||||||||
o | FOR ALL EXCEPT (See Instructions below) | |||||||||||||||||||
(PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.) | ||||||||||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:= | ||||||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |