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Proposal
|
| |
Required Vote
|
| |
Axcelis Board
Recommendation |
|
| Election of ten nominees as directors. | | | Each nominee must receive a plurality of the votes cast. | | | FOR ALL of the Axcelis Board-recommended nominees named in this proxy statement and on the proxy card | |
| Ratification of the appointment of our independent registered public accounting firm (our “independent auditors”) to audit our financial statements for 2022. | | | This non-binding proposal will be considered approved if more votes are cast in favor than against. | | |
FOR ratification
|
|
| Approval of the 2021 compensation of our named executive officers as described under “Executive Compensation” in this proxy statement. | | | This non-binding proposal will be considered approved if more votes are cast in favor than against. | | |
FOR approval
|
|
|
Beneficial Owner (1)
|
| |
Shares
Owned |
| |
Percent of Class
|
| |||
| BlackRock, Inc. (2) | | | | | | | | | | |
|
55 East 52nd Street, New York, NY 10055
|
| | |
|
5,011,615
|
| | |
15.1%
|
|
| The Vanguard Group (3) | | | | | | | | | | |
|
100 Vanguard Blvd., Malvern, PA 19355
|
| | |
|
2,672,916
|
| | |
8.0%
|
|
| PRIMECAP Management Company (4) | | | | | | | | | | |
|
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
|
| | |
|
2,094,870
|
| | |
6.3%
|
|
|
Beneficial Owner (1)
|
| |
Shares Owned
as of March 24, 2022 |
| |
Shares Subject to
Exercisable Rights to Acquire as of May 23, 2022 (4) |
| |
Total Shares
Beneficially Owned |
| |
Percent of
Class |
| ||||||||||||
| Non-Executive Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzu-Yin Chiu | | | |
|
26,474
|
| | | |
|
1,410
|
| | | |
|
27,884
|
| | | |
|
*
|
| |
| Richard J. Faubert | | | |
|
45,936
|
| | | |
|
—
|
| | | |
|
45,936
|
| | | |
|
*
|
| |
| Arthur L. George, Jr. | | | |
|
58,936
|
| | | |
|
—
|
| | | |
|
58,936
|
| | | |
|
*
|
| |
| Joseph P. Keithley | | | |
|
22,686
|
| | | |
|
—
|
| | | |
|
22,686
|
| | | |
|
*
|
| |
| John T. Kurtzweil | | | |
|
34,439
|
| | | |
|
—
|
| | | |
|
34,439
|
| | | |
|
*
|
| |
| Jeanne Quirk | | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
| Thomas St. Dennis | | | |
|
22,936
|
| | | |
|
—
|
| | | |
|
22,936
|
| | | |
|
*
|
| |
| Jorge Titinger | | | |
|
17,451
|
| | | |
|
—
|
| | | |
|
17,451
|
| | | |
|
*
|
| |
| Dipti Vachani | | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
|
Named Executive Officers
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Mary G. Puma (2) | | | |
|
284,315
|
| | | |
|
37,697
|
| | | |
|
332,012
|
| | | |
|
*
|
| |
| Kevin J. Brewer | | | |
|
17,736
|
| | | |
|
14,617
|
| | | |
|
32,353
|
| | | |
|
*
|
| |
| Russell J. Low | | | |
|
37,533
|
| | | |
|
10,522
|
| | | |
|
48,056
|
| | | |
|
*
|
| |
| Lynnette C. Fallon | | | |
|
18,468
|
| | | |
|
9,431
|
| | | |
|
27,899
|
| | | |
|
*
|
| |
| William Bintz | | | |
|
28,311
|
| | | |
|
10,377
|
| | | |
|
38,688
|
| | | |
|
*
|
| |
|
All current Executive
Officers and Directors as a Group (15 persons) (3) |
| | |
|
621,066
|
| | | |
|
93,197
|
| | | |
|
714,263
|
| | | |
|
2.15%
|
| |
Board Diversity Matrix as of March 31, 2022
|
| | | | | | |
Board Size: | | | | | | | |
Total Number of Directors | | | |
|
10
|
| |
Gender:
|
| |
Male
|
| |
Female
|
| |
Non-Binary
|
| |
Gender
Undisclosed |
| ||||||
Number of directors based on gender identity | | | |
|
7
|
| | | |
|
3
|
| | | | | | | |
Number of directors who identify in any of the categories below: | | ||||||||||||||||||
African American or Black | | | |
|
1
|
| | | | | | | | | | | | | |
Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | | |
Asian | | | |
|
1
|
| | | |
|
1
|
| | | | | | | |
Hispanic or Latinx | | | |
|
1
|
| | | | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | |
White | | | |
|
4
|
| | | |
|
2
|
| | | | | | | |
Two or more Races or Ethnicities | | | | | | | | | | | | | | | | | | | |
LGBTQ+ | | | | | | | | | | | | | | | | | | | |
Did Not Disclose Demographic Background | | | |
|
2022 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
|
| |||
| Tzu-Yin (“TY”) Chiu: director since 2018, age 65 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Dr. Tzu-Yin Chiu has served as President of National Silicon Industry Group, since April 2020 (“NSIG”). NSIG is the parent company of Zing Semiconductor Corporation, a provider of high-quality semiconductor wafer research and development, production and sales, of which Dr. Chiu has served as Chief Executive Officer since May 2019. Dr. Chiu retired as the non-executive Vice Chairman of Semiconductor Manufacturing International Corporation (“SMIC”), a leading semiconductor foundry in China, in July 2018. Dr. Chiu served in that position following his retirement as SMIC’s CEO in May 2017, a position he assumed in August 2011, at which time he also joined the SMIC Board. Between 2009 and 2011, Dr. Chiu served as Chief Executive Officer of Hua Hong Semiconductor Limited (known as “HHNEC”), a global, leading pure-play foundry, headquartered in China. From 2005 to 2009, Dr. Chiu worked at other chip manufacturers in Asia, having first worked at SMIC from 2001 to 2005 as Senior Vice President, Operations. Prior to joining SMIC, Dr. Chiu was a Senior Director Fab Operations at Taiwan Semiconductor Manufacturing Company Limited. Dr. Chiu worked at AT&T/Bell Labs from 1984 to 1996, as the head of the High Speed Electronics Department and Silicon Research Operations Department. In addition, Dr. Chiu has served as Vice Council Chairman of China Semiconductor Industry Association (CSIA) and a board member of Global Semiconductor Alliance (GSA). He is also a member of the Board of Directors of EverDisplay Optronics (Shanghai) Co., Ltd.; the Engineering Advisory Board of University of California, Berkeley; and the external Advisory Board of Tsinghua-Berkeley Institute. | | | Dr. Chiu has over 30 years’ experience in the semiconductor industry and a track record of managing successful semiconductor manufacturing companies at the executive level. Dr. Chiu’s expertise spans technology research, business development, operations and corporate management. His familiarity with the Chinese semiconductor market will be particularly valuable to Axcelis as that market grows. Dr. Chiu has served on the Technology and New Product Development Committee and the Nominating and Governance Committee since his election in May 2019. | |
| Richard J. Faubert: director since 2015, age 74 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Richard J. Faubert has served as Chairperson of the Board of Directors of the Company since May 2018. He retired as President, Chief Executive Officer and Chairman of AmberWave Systems Corporation, a semiconductor technology company, in 2010, where he had served since 2003. From 1998 through 2002, Mr. Faubert served as President, Chief Executive Officer and Director of SpeedFam-IPEC, Inc., a manufacturer of semiconductor equipment. Upon the sale of SpeedFam-IPEC to Novellus Systems, Inc., a semiconductor capital equipment manufacturer, Mr. Faubert served as Executive Vice President of Novellus Systems until April 2003. Prior to his employment with SpeedFam-IPEC, Mr. Faubert held executive and management positions at Tektronix, Inc., a test, measurement, and monitoring company, and GenRad, Inc., an electronics testing and manufacturing company. Mr. Faubert served on the Board of Directors of Electro Scientific Industries, Inc., a provider of laser-based manufacturing solutions for the microtechnology industry, from 2003 to 2015, and on the Board of Directors of RadiSys Corporation, a provider of wireless infrastructure solutions for telecom, aerospace, and defense applications, from 1993 until 2012. Mr. Faubert also served on the North American Advisory Board of SEMI, a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries, from 2001 to 2011. | | | Mr. Faubert’s qualifications to serve as Chairperson of the Board and as an independent director include his extensive technology leadership experience in the semiconductor capital equipment industry. He also brings significant manufacturing, engineering, research and development, business and operations experience in a high technology environment. Mr. Faubert served on the Nominating and Governance Committee and the Technology and New Product Development Committee from his election to the Board in May 2015 until May 2018, when he was elected as Chairperson of the Board, and moved from the Nominating and Governance Committee to the Compensation Committee. He remains on the Technology and New Product Development Committee. The Board highly values Mr. Faubert’s contributions in these roles. | |
|
Arthur L. George, Jr.: director since 2014, age 60
|
| | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. George retired in 2014 after a 30 year career at Texas Instruments, one of the world’s largest semiconductor companies and a highly innovative, high performing global leader in analog, embedded processing and wireless technologies. Mr. George’s career began in 1984 as a test engineer in TI’s Logic Operations, and he most recently served as Senior Vice President and Manager of TI’s Analog Engineering Operations, a position he held from 2010. Prior to that, beginning in 2006, Mr. George served as Senior Vice President and General Manager of TI’s High Performance Analog business unit. Mr. George serves on the Board of Directors of Nordson Corporation, a manufacturer of precision dispensing equipment for industrial liquid and powder coatings, adhesives, and sealants. Mr. George joined the Board of Directors of Circor International, a manufacturer of flow and motion control products in 2021. | | | Mr. George brings to the Board significant executive general management experience as well as extensive operational and new product development experiences in high technology markets. Mr. George’s experience with Texas Instruments’ high performance analog products used in a wide range of industrial products gives him insight into the semiconductor and semiconductor capital equipment industries and affords the Board a unique perspective in identifying strategic opportunities and tactical risks attendant to the semiconductor electronics market. Mr. George has served on the Compensation Committee and the Technology and New Product Development Committee since May 2014. He served as the Chairperson of the Technology and New Product Development Committee from August 2017 until May 2020, when he became Chairperson of the Compensation Committee. The Board highly values Mr. George’s contributions in these roles. | |
| | | | ||
| Joseph P. Keithley: director since 2011, age 73 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Keithley is the retired Chairman and CEO of Keithley Instruments, Inc., a provider of measurement solutions to the semiconductor, fiber optics, telecommunications and electronics industries, having served as Chairman from 1991 to 2010, as Chief Executive Officer from 1993 to 2010 and as President from 1994 to 2010. Mr. Keithley was a director of Nordson Corporation from 2001 to November 2020, serving as the non-executive Chairman of the Board from 2010 until 2018. Nordson is a manufacturer of precision dispensing equipment for industrial liquid and powder coatings, adhesives, and sealants. Mr. Keithley also served as a director of Materion, Inc., an integrated producer of high performance specialty engineered materials used in a variety of electrical, electronic, thermal and structural applications from 1997 until 2018. | | | Mr. Keithley brings extensive, broad-based international business and executive management and leadership experience from his leadership roles at Keithley Instruments, Inc. to his role as a member of our Board of Directors. Among other things, Mr. Keithley draws upon his extensive knowledge in the global semiconductor and electronics industries garnered while leading Keithley Instruments, Inc. Mr. Keithley also has extensive public company board and governance experience. Mr. Keithley has served as a member of the Audit Committee since joining the Board in 2011 and the Board has benefited from his continuing service on that committee. In addition, Mr. Keithley served as a member of the Technology and New Product Development Committee until May 2015, at which time he joined the Nominating and Governance Committee as chair. The Board highly values his contributions in these roles. | |
| John T. Kurtzweil: director since 2015, age 65 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Kurtzweil is an independent consultant. From July 2017 to November 2018, Mr. Kurtzweil served as the Chief Financial Officer of Akoustis Technologies, Inc., an RF filter semiconductor company. From 2015 to March 2017, Mr. Kurtzweil was VP Finance of Cree, Inc., a provider of light emitting diode, lighting, and semiconductor products, and Chief Financial Officer of its subsidiary, Wolfspeed, a Cree Company. He was an independent consultant from October 2014 to June 2015. From 2012 until 2014, Mr. Kurzweil served as Senior Vice President, Chief Financial Officer and Special Advisor to the CEO of Extreme Networks, Inc., a provider of open networking innovations. From 2006 to 2012, Mr. Kurtzweil served as Executive Vice President, Finance and as Chief Financial Officer and Treasurer of Cree, Inc. From 2004 to 2006, Mr. Kurtzweil was Senior Vice President and Chief Financial Officer at Cirrus Logic, Inc., a fabless semiconductor company. Mr. Kurtzweil served as a director of Akoustis from January 2017 to July 2017, when he became Chief Financial Officer of Akoustis, and for Meru Networks, Inc. from May 2015 to July 2015 when the company was sold. Mr. Kurtzweil joined the Board of Directors of SkyWater Technology, Inc. in October 2020. SkyWater is a US semiconductor foundry specializing in custom technology development services and volume manufacturing for integrated circuits and micro devices. | | | Mr. Kurtzweil brings to the Board significant senior executive leadership experience, including nineteen years as chief financial officer of publicly traded technology companies and placing an aggregate of $2.0 billion in equity and debt instruments. His technology industry experience includes several M&A transactions and when combined with his treasury experience, gives him a valuable perspective as a director. His qualifications to serve as a director also include that he is a certified public accountant and certified management accountant, his financial market experience, training through the Stanford Directors College, active membership with National Association of Corporate Directors and his qualifications as an audit committee financial expert. Mr. Kurtzweil has served on the Audit Committee (and as Chairperson since February 2017) and on the Compensation Committee since his election to the Board in May 2015. The Board highly values his contributions in these roles. | |
| Mary G. Puma: director since 2000, age 64 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Ms. Puma is Axcelis’ Chief Executive Officer and President. Ms. Puma also served as Chairperson of the Board from 2005 to 2015. Prior to becoming Chief Executive Officer in 2002, Ms. Puma served as President and Chief Operating Officer from 2000. In 1998, she became General Manager and Vice President of the Company’s predecessor, the Implant Systems Division of Eaton Corporation, a global diversified industrial manufacturer. In 1996, she joined Eaton as General Manager of the Commercial Controls Division. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for General Electric Company. Ms. Puma is also a director of Nordson Corporation, a manufacturer of precision dispensing equipment for industrial liquid and powder coatings, adhesives, and sealants, and of Semiconductor Equipment and Materials International (SEMI), a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries. | | | Ms. Puma’s long experience in our industry, as well as her role as Axcelis’ Chief Executive Officer and President allow her to provide essential insight into the Company’s past and current business operations which is critical to the Board’s decision-making in all financial and operational matters affecting Axcelis. Ms. Puma’s strong leadership during challenging periods of the Company’s history, notably her oversight of a complete revitalization of the Company’s product lines while implementing substantial cost reductions, have been highly valued by the Board. | |
| | | | ||
| Jeanne Quirk: director since 2022, age 52 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Ms. Quirk is the Senior Vice President, Mergers and Acquisitions, for TE Connectivity, a position she has held since 2015. TE Connectivity (formerly known as Tyco Electronics Ltd.) is a manufacturer of connectivity and sensor solutions for a variety of industries including automotive, industrial equipment, data communication systems, aerospace, defense, oil and gas, energy and medical. Between 2013 and 2015, Ms. Quirk served as the Vice President, Strategy and Business Development for TE’s Industrial Solutions segment, with responsibility for partnering with the leadership team to identify and execute organic and inorganic growth initiatives. Since joining TE in 2000, she held a variety of leadership positions in M&A and integration, including leading TE’s M&A and divestiture efforts from 2007 through 2013. Prior to joining TE, Ms. Quirk worked at PricewaterhouseCoopers for 10 years where she assisted a broad range of strategic buyers and financial sponsors with their acquisitions. Ms. Quirk is not currently serving on any other public company Boards. | | | Ms. Quirk has over 30 years’ experience in the electronics industry, focused on inorganic growth, which is an area of interest for the Company. Ms. Quirk has served on the Audit Committee and the Nominating and Governance Committee since her election in February 2022. The Board highly values her contributions in these roles. | |
| Thomas St. Dennis: director since 2015, age 68 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Thomas St. Dennis is the non-executive Chairperson of FormFactor, Inc., a leading provider of semiconductor wafer test technologies and expertise, a position he assumed in 2016. Previously, Mr. St. Dennis served as FormFactor’s Executive Chairperson beginning in 2013, and as its Chief Executive Officer from 2010 to 2014. Mr. St. Dennis held various positions at Applied Materials, Inc., a semiconductor equipment manufacturer, from 1992 to 1999 and again from 2005 to 2009. His most recent role at Applied Materials was as Senior Vice President and General Manager of the Silicon Systems Group. From 2003 to 2005, Mr. St. Dennis was Executive Vice President of Sales and Marketing at Novellus Systems, Inc., a semiconductor capital equipment manufacturer. Mr. St. Dennis currently serves on the boards of directors of FormFactor and Veeco Instruments Inc., a company that designs, manufactures and markets thin film equipment for semiconductor processing applications. | | | Mr. St. Dennis’s prior experience in the semiconductor equipment industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His experience and skills are highly valued by our Board. Mr. St. Dennis has served on the Nominating and Governance Committee and the Technology and New Product Development Committee since his election to the Board in May 2015. Beginning in May 2020, Mr. St. Dennis was appointed Chairperson of the Technology and New Product Development Committee. The Board highly values his contributions in these roles. | |
| | | | ||
| Jorge Titinger: director since 2019, age 60 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Titinger serves as principal of Titinger Consulting, a private consulting and advisory service provider founded by Mr. Titinger in 2016. Beginning in 2012, Mr. Titinger served as President and Chief Executive Officer of Silicon Graphics International Corp., a producer of computer hardware and software, which was acquired by Hewlett Packard Enterprise in 2016. From 2008 to 2011, Mr. Titinger served in various offices at Verigy Ltd., a provider of semiconductor automatic test equipment, ending as President and Chief Executive Officer in 2011. Prior to his service at Verigy, Mr. Titinger held executive positions with FormFactor, Inc. from 2007 to 2008, and KLA-Tencor Corporation from 2002 to 2007. Mr. Titinger served as a director of Xcerra Corporation, a provider of semiconductor and electronics test products and services from 2012 until it was acquired by Cohu, Inc. in 2018. Mr. Titinger currently serves as a director of FormFactor, a leading provider of semiconductor wafer test technologies and expertise, and CalAmp Corp., a provider of mobile resource management telematics systems, software and subscription services for the Internet of Things market. | | | Mr. Titinger’s prior experience in the semiconductor industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His experience and skills are highly valued by our Board. On his election in 2019, Mr. Titinger joined the Audit Committee and the Compensation Committee. The Board highly values his contributions in these roles. | |
| Dipti Vachani: director since 2022, age 48 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Ms. Vachani is the Senior Vice President, General Manager, Automotive and Embedded Line of Business for Arm Limited, a position she has held since 2018. Arm Limited is a designer of energy-efficient system-on-a-chip central processing units for cell phones and other applications including automotive, artificial intelligence and internet of things applications. From 2015 to 2018, Ms. Vachani was VP, General Manager of Intel Corporation’s Internet of Things Group. Prior to Intel, Ms. Vachani was VP, General Manager, Power and Lighting Display at Skyworks Solutions beginning in 2013. Ms. Vachani held various program and product line positions at Texas Instruments, Inc. from 2001 to 2013, ending as VP, General Manager, Single Core Processors. Ms. Vachani is not currently serving on any other public company Boards. | | | Ms. Vachani has over 25 years’ experience in the semiconductor industry, most recently focused on automotive and internet of things applications, important areas for many Axcelis customers. Ms. Vachani has served on the Technology and New Product Development Committee and the Compensation Committee since her election in February 2022. The Board highly values her contributions in these roles. | |
| Board Member Retainer | | | |
$
|
60,000
|
| |
| Independent Chairperson Premium | | | |
$
|
50,000
|
| |
| Committee Chairpersons Retainers | | | | | | | |
| Audit Committee Chairperson | | | |
$
|
25,000
|
| |
| Compensation Committee Chairperson | | | |
$
|
15,000
|
| |
| Nominating and Governance Committee Chairperson | | | |
$
|
10,000
|
| |
| Technology and New Product Development Committee Chairperson | | | |
$
|
10,000
|
| |
| Other Committee Member Retainers | | | | | | | |
| Audit Committee Member | | | |
$
|
10,000
|
| |
| Compensation Committee Member | | | |
$
|
7,500
|
| |
| Nominating and Governance Committee Member | | | |
$
|
5,000
|
| |
| Technology and New Product Development Committee Member | | | |
$
|
5,000
|
| |
Name
|
| |
Fees earned or
paid in cash ($) |
| |
Stock awards
($)(1)(2)(3) |
| |
Total
($) |
| |||||||||
Tzu-Yin Chiu
|
| | |
$
|
70,000
|
| | | |
$
|
133,446
|
| | | |
$
|
203,446
|
| |
Richard J. Faubert
|
| | |
$
|
122,500
|
| | | |
$
|
133,446
|
| | | |
$
|
255,946
|
| |
R. John Fletcher(4)
|
| | |
$
|
29,063
|
| | | |
$
|
—
|
| | | |
$
|
29,063
|
| |
Arthur L. George, Jr.
|
| | |
$
|
80,000
|
| | | |
$
|
133,446
|
| | | |
$
|
213,446
|
| |
Joseph P. Keithley
|
| | |
$
|
80,000
|
| | | |
$
|
133,446
|
| | | |
$
|
213,446
|
| |
John T. Kurtzweil
|
| | |
$
|
92,500
|
| | | |
$
|
133,446
|
| | | |
$
|
225,946
|
| |
Thomas St. Dennis
|
| | |
$
|
75,000
|
| | | |
$
|
133,446
|
| | | |
$
|
208,446
|
| |
Jorge Titinger
|
| | |
$
|
77,500
|
| | | |
$
|
133,446
|
| | | |
$
|
210,946
|
| |
| | |
2020
|
| |
2021
|
| ||||||
Audit Fees
|
| | |
$
|
1,777,392
|
| | | |
$
|
1,772,810
|
| |
Audit Related Fees
|
| | |
$
|
31,710
|
| | | |
$
|
28,695
|
| |
Tax Fees
|
| | |
$
|
89,429
|
| | | |
$
|
187,738
|
| |
Total Fees | | | | $ | 1,898,531 | | | | | $ | 1,989,243 | | |
| Compensation Element |
| |
Principal Rationale for Inclusion
|
| | How Amount is Determined |
|
|
Base salaries
|
| |
To attract and retain qualified executives in a competitive industry.
|
| |
We seek to provide opportunities for each element of compensation at levels that consider both the market median benchmark for the position and the contribution and experience of the particular executive.
|
|
| Annual Cash Incentive | | | To drive achievement of annual objectives through at-risk pay tied to financial goals, resulting in appropriate pay-for-performance. | | |||
| Equity Awards | | | To drive achievement of long-term stockholder value through RSU grants with service based vesting, half of which are earned only on achievement of operational goals designed to drive long term performance, resulting in retention and appropriate pay-for-performance. | | | | |
|
Full Year Targets, in millions,
except GMs |
| |
Threshold Results—80%
of 2021 Plan Revenues |
| |
2021 Profit Plan
|
| |
Maximum Level—115%
of 2021 Plan Revenues |
| |
Weighting of
Metric |
| ||||||||||||
|
Score
|
| |
25%
|
| |
100%
|
| |
200%
|
| | | | | | | |||||||||
|
2021 Revenue
|
| | |
$
|
445.5
|
| | | |
$
|
556.9
|
| | | |
$
|
640.4
|
| | | |
|
50%
|
| |
|
2021 Operating Profit before annual cash incentive plan payout
|
| | |
$
|
53.4
|
| | | |
$
|
101.2
|
| | | |
$
|
134.6
|
| | | |
|
25%
|
| |
|
2021 Gross Margins, before annual cash incentive payout
|
| |
41.5%
|
| |
42.0%
|
| |
42.5%
|
| |
25%
|
|
|
2021 AMI Results, in millions, except GMs
|
| |
2021 Results
|
| |
Score
|
| |
Capped Score
|
| |
Weighting
|
| |
Capped and
Weighted Score |
| |||||||||||||||
|
2021 Revenue
|
| | |
$
|
662.4
|
| | | |
|
226%
|
| | | |
|
200%
|
| | | |
|
50.0%
|
| | | |
|
100%
|
| |
|
2021 Operating Profit before annual cash incentive plan payout
|
| | |
$
|
150.6
|
| | | |
|
248%
|
| | | |
|
200%
|
| | | |
|
25.0%
|
| | | |
|
50%
|
| |
|
2021 Gross Margins, before annual cash
incentive payout |
| |
44.1%
|
| | |
|
527%
|
| | | |
|
200%
|
| | | |
|
25.0%
|
| | | |
|
50%
|
| | |||
| Total Score | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
200%
|
| |
| Name and Principal Position |
| |
Year
|
| | Salary ($)(1) |
| | Stock awards ($)(2) |
| | Non-equity incentive plan compensation ($)(3) |
| | All other compensation ($)(4) |
| |
Total ($)
|
| ||||||||||||||||||
|
Mary G. Puma,
Chief Executive Officer and President |
| | |
|
2021
|
| | | |
$
|
615,000
|
| | | |
$
|
2,224,270
|
| | | |
$
|
1,230,000
|
| | | |
$
|
9,374
|
| | | |
$
|
4,078,644
|
| |
| |
|
2020
|
| | | |
$
|
638,654
|
| | | |
$
|
2,049,909
|
| | | |
$
|
1,128,501
|
| | | |
$
|
8,550
|
| | | |
$
|
3,825,614
|
| | |||
| |
|
2019
|
| | | |
$
|
590,250
|
| | | |
$
|
1,562,091
|
| | | |
$
|
—
|
| | | |
$
|
8,400
|
| | | |
$
|
2,160,741
|
| | |||
|
Kevin J. Brewer,
Executive Vice President and Chief Financial Officer |
| | |
|
2021
|
| | | |
$
|
392,000
|
| | | |
$
|
667,266
|
| | | |
$
|
588,000
|
| | | |
$
|
8,700
|
| | | |
$
|
1,655,966
|
| |
| |
|
2020
|
| | | |
$
|
407,077
|
| | | |
$
|
782,181
|
| | | |
$
|
539,479
|
| | | |
$
|
8,550
|
| | | |
$
|
1,737,287
|
| | |||
| |
|
2019
|
| | | |
$
|
378,431
|
| | | |
$
|
596,065
|
| | | |
$
|
—
|
| | | |
$
|
8,825
|
| | | |
$
|
983,321
|
| | |||
|
Russell J. Low,
Executive Vice President, Global Customer and Engineering Operations |
| | |
|
2021
|
| | | |
$
|
360,000
|
| | | |
$
|
622,771
|
| | | |
$
|
432,000
|
| | | |
$
|
8,808
|
| | | |
$
|
1,423,579
|
| |
| |
|
2020
|
| | | |
$
|
342,692
|
| | | |
$
|
593,410
|
| | | |
$
|
363,322
|
| | | |
$
|
8,550
|
| | | |
$
|
1,307,974
|
| | |||
| |
|
2019
|
| | | |
$
|
318,577
|
| | | |
$
|
452,177
|
| | | |
$
|
—
|
| | | |
$
|
8,400
|
| | | |
$
|
779,154
|
| | |||
|
Lynnette C. Fallon, Executive Vice President, HR/Legal and General Counsel
|
| | |
|
2021
|
| | | |
$
|
342,077
|
| | | |
$
|
599,646
|
| | | |
$
|
410,492
|
| | | |
$
|
9,125
|
| | | |
$
|
1,361,340
|
| |
| |
|
2020
|
| | | |
$
|
338,538
|
| | | |
$
|
512,454
|
| | | |
$
|
358,918
|
| | | |
$
|
8,550
|
| | | |
$
|
1,218,460
|
| | |||
| |
|
2019
|
| | | |
$
|
314,715
|
| | | |
$
|
390,506
|
| | | |
$
|
—
|
| | | |
$
|
8,400
|
| | | |
$
|
713,621
|
| | |||
|
William Bintz,
Executive Vice President, Product Development |
| | |
|
2021
|
| | | |
$
|
330,000
|
| | | |
$
|
578,353
|
| | | |
$
|
396,000
|
| | | |
$
|
9,104
|
| | | |
$
|
1,313,457
|
| |
| |
|
2020
|
| | | |
$
|
342,692
|
| | | |
$
|
593,410
|
| | | |
$
|
363,322
|
| | | |
$
|
9,050
|
| | | |
$
|
1,308,474
|
| | |||
| |
|
2019
|
| | | |
$
|
318,577
|
| | | |
$
|
452,177
|
| | | |
$
|
—
|
| | | |
$
|
8,400
|
| | | |
$
|
779,154
|
| |
| | | | | | | | | |
Date of
Compensation Committee Approval |
| |
Estimated Possible
Payouts under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Possible
Payouts under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
Grant Date
Fair Value of Stock and Option Awards(4) |
| |||||||||||||||||||||||||||||||||
|
Name
|
| | Grant Date(2) |
| | Target ($) |
| | Maximum ($) |
| | Threshold (#) |
| | Target (#) |
| | Maximum (#) |
| ||||||||||||||||||||||||||||||||||||
|
Mary G. Puma
|
| | | | | | | | | | | | | | |
$
|
615,000
|
| | | |
$
|
1,230,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
5/17/2021
|
| | | |
|
2/25/2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
29,144
|
| | | |
$
|
1,112,135
|
| |
| | | | |
|
5/17/2021
|
| | | |
|
3/24/2021
|
| | | | | | | | | | | | | | | |
|
4,372
|
| | | |
|
29,144
|
| | | |
|
43,716
|
| | | | | | | | | |
$
|
1,112,135
|
| |
|
Kevin J. Brewer
|
| | | | | | | | | | | | | | |
$
|
294,000
|
| | | |
$
|
588,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
5/17/2021
|
| | | |
|
2/25/2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
8,743
|
| | | |
$
|
333,633
|
| |
| | | | |
|
5/17/2021
|
| | | |
|
3/24/2021
|
| | | | | | | | | | | | | | | |
|
1,224
|
| | | |
|
8,743
|
| | | |
|
13,115
|
| | | | | | | | | |
$
|
333,633
|
| |
|
Russell J. Low
|
| | | | | | | | | | | | | | |
$
|
216,000
|
| | | |
$
|
432,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
5/17/2021
|
| | | |
|
2/25/2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
8,160
|
| | | |
$
|
311,386
|
| |
| | | | |
|
5/17/2021
|
| | | |
|
3/24/2021
|
| | | | | | | | | | | | | | | |
|
1,224
|
| | | |
|
8,160
|
| | | |
|
12,240
|
| | | | | | | | | |
$
|
311,386
|
| |
|
Lynnette C. Fallon
|
| | | | | | | | | | | | | | |
$
|
207,000
|
| | | |
$
|
414,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
5/17/2021
|
| | | |
|
2/25/2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
7,857
|
| | | |
$
|
299,823
|
| |
| | | | |
|
5/17/2021
|
| | | |
|
3/24/2021
|
| | | | | | | | | | | | | | | |
|
1,179
|
| | | |
|
7,857
|
| | | |
|
11,786
|
| | | | | | | | | |
$
|
299,823
|
| |
|
William Bintz
|
| | | | | | | | | | | | | | |
$
|
198,000
|
| | | |
$
|
396,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
5/17/2021
|
| | | |
|
2/25/2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
7,578
|
| | | |
$
|
289,176
|
| |
| | | | |
|
5/17/2021
|
| | | |
|
3/24/2021
|
| | | | | | | | | | | | | | | |
|
1,137
|
| | | |
|
7,578
|
| | | |
|
11,367
|
| | | | | | | | | |
$
|
289,176
|
| |
| | | |
Stock Awards
|
| ||||||||||||||||||||||||
|
Name
|
| |
Number of Shares
or Units of Stock that Have Not Vested (#)(1) |
| |
Market Value of Shares or
Units of Stock that Have Not Vested ($)(2) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) |
| |
Equity Incentive Plan
Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) |
| | | | ||||||||||||
| Mary G. Puma | | | | | 114,517 | | | | | $ | 8,538,388 | | | | | | 29,144 | | | | | $ | 2,172,977 | | | | | |
| Kevin J. Brewer | | | | | 42,146 | | | | | $ | 3,142,406 | | | | | | 8,743 | | | | | $ | 651,878 | | | | | |
| Russell J. Low | | | | | 32,551 | | | | | $ | 2,427,003 | | | | | | 8,160 | | | | | $ | 608,410 | | | | | |
| Lynnette C. Fallon | | | | | 29,064 | | | | | $ | 2,167,012 | | | | | | 7,857 | | | | | $ | 585,818 | | | | | |
| William Bintz | | | | | 31,969 | | | | | $ | 2,383,609 | | | | | | 7,578 | | | | | $ | 565,016 | | | | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| | Number of Shares Acquired on Exercise (#) |
| | Value Realized on Exercise ($)(1) |
| | Number of Shares Acquired on Vesting (#) |
| | Value Realized on Vesting ($)(2) |
| ||||||||||||
|
Mary G. Puma
|
| | |
|
75,000
|
| | | |
$
|
2,083,500
|
| | | |
|
83,566
|
| | | |
$
|
3,257,947
|
| |
|
Kevin J. Brewer
|
| | | | | | | | | | | | | | |
|
32,560
|
| | | |
$
|
1,268,844
|
| |
|
Russell J. Low
|
| | |
|
5,475
|
| | | |
$
|
202,028
|
| | | |
|
23,883
|
| | | |
$
|
931,370
|
| |
|
Lynnette C. Fallon
|
| | | | | | | | | | | | | | |
|
20,795
|
| | | |
$
|
810,804
|
| |
|
William Bintz
|
| | | | | | | | | | | | | | |
|
23,883
|
| | | |
$
|
931,370
|
| |
|
Lump sum cash payment (1)
|
| | Value of accelerated vesting on equity awards (2) |
| | 18 months of COBRA premiums for health coverage (3) |
| |
Total
|
| |||||||||
| $3,403,410 | | | |
$
|
4,915,357
|
| | | |
$
|
34,696
|
| | | |
$
|
8,353,463
|
| |
| | | | Cash Separation Pay (1) |
| | Value of transition assistance (2) |
| | 12 months of COBRA premiums for health coverage (3) |
| |
Total
|
| ||||||||||||
| Kevin J. Brewer | | | |
$
|
392,000
|
| | | |
$
|
15,000
|
| | | |
$
|
23,131
|
| | | |
$
|
430,131
|
| |
| Russell J. Low | | | |
$
|
360,000
|
| | | |
$
|
15,000
|
| | | |
$
|
31,724
|
| | | |
$
|
406,724
|
| |
| Lynnette C. Fallon | | | |
$
|
345,000
|
| | | |
$
|
15,000
|
| | | |
$
|
23,131
|
| | | |
$
|
383,131
|
| |
| William Bintz | | | |
$
|
330,000
|
| | | |
$
|
15,000
|
| | | |
$
|
23,131
|
| | | |
$
|
368,131
|
| |
|
Estimated Payments under the Change of Control Agreements if due at December 31, 2021
|
| ||||||||||||||||||
|
Name
|
| | Lump sum cash payment (1) |
| | Value of accelerated vesting on equity awards (2) |
| |
Total (3)
|
| |||||||||
|
Mary G. Puma
|
| | |
$
|
3,075,000
|
| | | |
$
|
4,915,357
|
| | | |
$
|
7,990,357
|
| |
|
Kevin J. Brewer
|
| | |
$
|
1,323,000
|
| | | |
$
|
1,658,874
|
| | | |
$
|
2,981,874
|
| |
|
Russell J. Low
|
| | |
$
|
1,080,000
|
| | | |
$
|
1,396,394
|
| | | |
$
|
2,476,394
|
| |
|
Lynnette C. Fallon
|
| | |
$
|
1,035,000
|
| | | |
$
|
1,281,001
|
| | | |
$
|
2,316,001
|
| |
|
William Bintz
|
| | |
$
|
990,000
|
| | | |
$
|
1,342,741
|
| | | |
$
|
2,332,741
|
| |