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Richard H. Brown
Chairman of the Board |
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Mark P. Vergnano
President & Chief Executive Officer |
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| PROPOSAL 1 — ELECTION OF DIRECTORS | | | | | 6 | | |
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| CORPORATE GOVERNANCE | | | | | 11 | | |
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| BOARD STRUCTURE AND COMMITTEE COMPOSITION | | | | | 14 | | |
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| DIRECTOR COMPENSATION | | | | | 17 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 18 | | |
| EXECUTIVE COMPENSATION | | | | | 20 | | |
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| PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | | | | 47 | | |
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| PROPOSAL 5 — RETENTION OF THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS | | | | | 50 | | |
| CERTAIN RELATIONSHIPS AND TRANSACTIONS | | | | | 52 | | |
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| OTHER INFORMATION | | | | | 55 | | |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Bell currently serves on the board of directors of Momentive Performance Materials Inc., a global manufacturer of silicones, quartz, and ceramics, since October 2014, where he has been Non-Executive Chair since December 2014. Since its initial public offering in July 2015, he has served on the board of Hennessy Capital Acquisition Corp II, a company formed for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. From January 2014 to February 2015, he served as a director of Hennessy Capital Acquisition Corp (a separate entity from the Hennessy Capital Acquisition Corp II for which he currently serves as a director), which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation. Mr. Bell also served on the board of directors of Compass Minerals International, Inc., a leading producer of salt and specialty nutrients, from 2003 to 2015. From 2001 to 2015, Mr. Bell served on the board of IDEX Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products. He formerly served as Executive Vice President and Chief Financial Officer of Nalco Holding Company, a global leader in water treatment and process chemical services, from 2003 to 2010. Prior to joining Nalco Holding, he served as Senior Vice President and Chief Financial Officer of Rohm and Haas Company from 1997 to 2003.
Skills and Qualifications
Through his over 30 years of executive experience in the technology, manufacturing and chemicals industries, Mr. Bell has developed financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. His experience includes over 12 years of experience as a chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. Mr. Bell has over 20 years of experience as a director of multiple public companies, which allows him to bring the Board substantial knowledge of corporate governance, risk management and succession planning.
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Bradley J. Bell Director since 2015 Age 63 |
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Ms. Cranston is a retired Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman, LLP, an international law firm. Prior to her retirement in 2012, Ms. Cranston served as Senior Partner and Chair Emeritus from 2007 to 2011 and Chair and Chief Executive Officer from 1999 to 2006. Ms. Cranston has served on the board of Visa, Inc., since 2007. Ms. Cranston previously served on the following boards of directors: GrafTech International Ltd (2000 to 2014), International Rectifier Corporation (2008 to 2015), Juniper Networks, Inc. (2007 to 2015), and Exponent, Inc. (2010 to 2014).
Skills and Qualifications
Ms. Cranston brings leadership experience and expertise in financial matters, risk management, legal matters and corporate governance. She has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the Chief Executive Officer of Pillsbury. Ms. Cranston also has experience in the areas of trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board memberships, she has dealt with cybersecurity issues, stockholder activism and board engagement with stockholders.
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Mary B. Cranston Director since 2015 Age 68 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Since 2014, Mr. Anastasio has served as Executive Chair of GasLog Partners LP, a global owner, operator, and manager of liquefied natural gas carriers. Mr. Anastasio has also served as Vice Chair of Par Pacific Holdings, Inc. (formerly, Par Petroleum Corporation), a diversified energy company, from 2014 to 2015. Formerly, he served as President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (formerly Valero L.P.) from 2001 to 2013. He also served as President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (formerly Valero GP Holdings, LLC) from 2006 to 2013. Mr. Anastasio has also served on the board of the Federal Reserve Bank of Dallas since 2014.
Skills and Qualifications
Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Petroleum Corporation. He also has valuable experience in marketing, business development and logistics.
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Curtis V. Anastasio Director since 2015 Age 59 |
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Mr. Brown has served as Chairman of the Board since the Separation. He currently serves as Chair of Browz, LLC, a global leader of contractor pre-qualification and compliance solutions since 2005. Formerly, Mr. Brown served as Chair and Chief Executive Officer of Electronic Data Systems (EDS) from 1999 to 2003. Prior to joining EDS, Mr. Brown served as Chief Executive Officer of Cable & Wireless PLC from 1996 to 1999, H&R Block Inc. from 1995 to 1996 and Illinois Bell Telephone Company from 1990 to 1995. He is a Trustee Emeritus of the Ohio University Foundation. He previously served on the board of E. I. du Pont de Nemours and Company from 2001 to 2015 and formerly served as a member of the Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee.
Skills and Qualifications
From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as, the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
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Richard H. Brown Director since 2015 Age 68 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Dr. Crawford currently serves as President and Chief Executive Officer of XCEO, Inc., a consulting firm specializing in leadership and corporate governance, since 2003. Prior to founding XCEO Inc. in 2003, he served as President and Chief Executive Officer of Onix Microsystems and Zilog Inc. Dr. Crawford currently serves on the boards of Xylem Inc., since 2011 and ON Semiconductor, since 1999 and is the author of three books on leadership and corporate governance. He previously served on the board of E. I. du Pont de Nemours and Company from 1998 to 2015, and on the boards of ITT Corp., Agilysys, Lyondell Petrochemical, The Sisters of Mercy Health Corporation and DePaul University. In 2011, Dr. Crawford was awarded the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD) for his contribution to corporate governance and for having made a meaningful impact in the boardroom.
Skills and Qualifications
Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
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Curtis J. Crawford Director since 2015 Age 68 |
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Since 2012, Ms. Farrell has served as President and Chief Executive Officer of TransAlta Corporation, an electricity power generator and wholesale marketing company. Prior to becoming President and Chief Executive Officer of TransAlta, Ms. Farrell held a variety of increasingly responsible leadership positions, including Chief Operating Officer from 2009 to 2011, and Executive Vice President of Commercial Operations and Development from 2007 to 2009. Prior to rejoining TransAlta in 2007, she served as the Executive Vice President of Generation for BC Hydro from 2003 to 2006. Ms. Farrell has served on the board of TransAlta Corporation since 2012 and on the Business Council of Canada since 2013.
Skills and Qualifications
From her role as both chief executive officer and board member of a public company, Ms. Farrell gives the Board important insight in the areas of leadership, global business management and operations, risk management and financial matters. Ms. Farrell has substantial experience handling large acquisitions, implementing environmental health and safety programs and negotiating major regulatory deals.
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Dawn L. Farrell Director since 2015 Age 56 |
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Name, Tenure and Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Newlin currently serves as Executive Chair of PolyOne Corporation, a global provider of specialized polymer materials, services, and solutions, since 2014. Formerly, he served as the Chair, President, and Chief Executive Officer of PolyOne from 2006 to 2014. Prior to joining PolyOne, Mr. Newlin served as President Industrial Sector of Ecolab Inc. from 2003 to 2006 and Vice Chair, President, and Chief Operating Officer of Nalco Chemical Company from 2000 to 2001. He currently serves as a Director of PolyOne Corporation since 2006, Univar Corporation since 2015, and Oshkosh Corporation, since 2013. Mr. Newlin served on the boards of the Black Hills Corporation from 2004 to 2015, and The Valspar Corporation from 2007 to 2012.
Skills and Qualifications
Mr. Newlin has substantial leadership experience in global business management and operations, including 37 years of experience in the chemicals industry. Through his roles as an executive officer and board member of several public companies, he gives the Board a wealth of experience in corporate governance, compensation and succession planning, issues involving technological innovation, risk management and financial matters. Mr. Newlin also has significant experience with investor relations, environmental health and safety, mergers and acquisitions and capital markets transactions.
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Stephen D. Newlin Director since 2015 Age 63 |
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Mark P. Vergnano
Director since 2015 Age 58 |
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Mr. Vergnano has served as the Company’s President and Chief Executive Officer since July 1, 2015. In October 2009, Mr. Vergnano was appointed Executive Vice President of DuPont and was responsible for multiple businesses and functions, including the businesses in the Chemours segment: DuPont Chemicals & Fluoroproducts and Titanium Technologies. In June 2006, he was named Group Vice President of DuPont Safety & Protection. In October 2005, he was named Vice President and General Manager — Surfaces and Building Innovations. In February 2003, he was named Vice President and General Manager — Nonwovens. Prior to that, he had several assignments in manufacturing, technology, marketing, sales and business strategy. Mr. Vergnano joined DuPont in 1980 as a process engineer. Mr. Vergnano serves on the board of directors of Johnson Controls, Inc., since 2011; the National Safety Council, since 2007; and the American Chemistry Council, since 2015.
Skills and Qualifications
Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
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Audit Committee
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Compensation Committee
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| | Nominating and Corporate Governance Committee |
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Curtis V. Anastasio | | |
X
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X
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Bradley J. Bell | | |
C
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X
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Mary B. Cranston | | |
X
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X
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Dr. Curtis J. Crawford
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X
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C
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Dawn L. Farrell | | | | | |
X
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X
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Stephen D. Newlin | | | | | |
C
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X
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2015 Meetings | | |
6
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3
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2
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X = Member
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C = Chair
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Fiscal Year 2015 Director Retainers
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Annual Retainer(1) | | | | $ | 90,000 | | |
Annual Equity Award(2) | | | | $ | 110,000 | | |
Non-Executive Chairman Retainer(1) | | | | $ | 110,000 | | |
Audit Committee Chair Retainer(1) | | | | $ | 20,000 | | |
Compensation Committee Chair Retainer(1) | | | | $ | 15,000 | | |
Nominating and Corporate Governance Committee Chair Retainer(1) | | | | $ | 10,000 | | |
Director(1)
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| | Fees Earned or Paid in Cash ($)(2)(3) |
| | Stock Awards ($)(4) |
| | Total ($) |
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Curtis V. Anastasio | | | | | 45,000 | | | | | | 91,670 | | | | | | 136,670 | | |
Bradley J. Bell | | | | | 55,000 | | | | | | 91,670 | | | | | | 146,670 | | |
Richard H. Brown | | | | | 100,000 | | | | | | 91,670 | | | | | | 191,670 | | |
Mary B. Cranston | | | | | 45,000 | | | | | | 91,670 | | | | | | 136,670 | | |
Curtis J. Crawford | | | | | 50,000 | | | | | | 91,670 | | | | | | 141,670 | | |
Dawn Farrell | | | | | 45,000 | | | | | | 91,670 | | | | | | 136,670 | | |
Stephen D. Newlin | | | | | 52,500 | | | | | | 91,670 | | | | | | 144,170 | | |
Name
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| | Aggregate Stock Awards Outstanding as of December 31, 2015 |
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Curtis V. Anastasio | | | | | 9,735 | | |
Bradley J. Bell | | | | | 9,735 | | |
Richard H. Brown* | | | | | 41,469 | | |
Mary B. Cranston | | | | | 9,735 | | |
Curtis J. Crawford* | | | | | 41,469 | | |
Dawn Farrell | | | | | 9,735 | | |
Stephen D. Newlin | | | | | 9,735 | | |
Name of beneficial owner
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Direct(1)
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Indirect(2)
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Total
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Mark P. Vergnano | | | | | 176,774 | | | | | | 0 | | | | | | 589,403 | | | | | | 766,177 | | | | | | * | | |
Mark E. Newman | | | | | 34,006 | | | | | | 0 | | | | | | 35,891 | | | | | | 69,897 | | | | | | * | | |
Beth Albright | | | | | 17,269 | | | | | | 0 | | | | | | 14,356 | | | | | | 31,625 | | | | | | * | | |
Thierry Vanlancker | | | | | 36,249 | | | | | | 0 | | | | | | 59,774 | | | | | | 96,023 | | | | | | * | | |
E. Bryan Snell | | | | | 28,120 | | | | | | 0 | | | | | | 43,406 | | | | | | 71,526 | | | | | | * | | |
Curtis V. Anastasio | | | | | 0 | | | | | | 0 | | | | | | 9,735 | | | | | | 9,735 | | | | | | * | | |
Bradley J. Bell | | | | | 0 | | | | | | 400 | | | | | | 9,735 | | | | | | 10,135 | | | | | | * | | |
Richard H. Brown | | | | | 0 | | | | | | 0 | | | | | | 60,546 | | | | | | 60,546 | | | | | | * | | |
Mary B. Cranston | | | | | 0 | | | | | | 0 | | | | | | 9,735 | | | | | | 9,735 | | | | | | * | | |
Curtis J. Crawford | | | | | 0 | | | | | | 0 | | | | | | 58,282 | | | | | | 58,282 | | | | | | * | | |
Dawn L. Farrell | | | | | 0 | | | | | | 0 | | | | | | 9,735 | | | | | | 9,735 | | | | | | * | | |
Stephen D. Newlin | | | | | 17,000 | | | | | | 0 | | | | | | 9,735 | | | | | | 26,735 | | | | | | * | | |
Directors and executive officers as a group (15 persons)
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| | | | 341,600 | | | | | | 892 | | | | | | 1,063,275 | | | | | | 1,405,767 | | | | | | * | | |
Name and Address of Beneficial Owner
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| | Number of Shares Beneficially Owned |
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Percent of Class(3)
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Blackrock, Inc.(1)
55 East 52nd Street New York, NY 10055 |
| | | | 13,198,341 | | | | | | 7.277% | | |
The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 12,508,018 | | | | | | 6.896% | | |
What Chemours Does
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What Chemours Doesn’t Do
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Pay-for-performance
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Target pay based on market levels
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Deliver total direct compensation predominately through variable pay
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Set challenging short- and long-term incentive award goals
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Maintain robust stock ownership requirements
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Adhere to an incentive compensation recoupment “clawback” policy
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Maintain anti-hedging and anti-pledging policies with respect to Company stock
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Offer market-competitive benefits
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Consult with an independent advisor on pay
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Provide income tax gross-ups, apart from that which is assignment-related and customary practice
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Re-price stock options
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Provide executives with personal benefits
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Reward executives without a link to performance
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Philosophy
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Objectives
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Chemours’ executive compensation philosophy is built on the following principles:
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Reward results linked to short-, medium- and long-term performance (pay-for-performance)
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Position pay affordably and competitively compared to the relevant external market with the opportunity to earn above-median pay for achieving exceptional results
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Drive a focus on increasing stockholder value
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Chemours’ executive compensation programs are designed to:
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Align the interests of executives and stockholders
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Reward executives for sustained, strong business and financial results
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Promote a culture of ownership
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Attract, retain and motivate the best talent
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Element
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Purpose
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Base Salary | | | ➢ Provides a stable source of income and is a standard compensation element in executive compensation packages ➢ Compensates for expected day-to-day performance ➢ Market competitive in order to attract and retain qualified executives |
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Short-Term Incentive Plan | | |
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Encourages focus on the achievement of annual business goals
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Target incentive opportunity is set as a percentage of base salary and awards are earned only after a threshold level of performance is achieved
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Maximum payout is capped at 200% of target
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Long-Term Incentive Plan | | | ➢ Aligns executives with the long-term interests of stockholders ➢ Recognizes executive’s recent performance and potential future contributions ➢ Provides a total compensation opportunity with payouts varying based on operating and stock price performance. |
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| Compensation Committee | | | ➢ Establishes executive compensation philosophy ➢ Approves incentive compensation programs and target performance expectations for short-term and long-term programs ➢ Approves all compensation actions for the executive officers, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards ➢ Recommends to the full Board compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards |
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| All Independent Board Members | | |
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Assess performance of the CEO
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Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
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| Chief Executive Officer | | | ➢ In consultation with the SVP of Human Resources, prepares compensation recommendations for the NEOs (other than the CEO) and presents these recommendations to the Compensation Committee ➢ Recommendations are based on the CEO’s personal review of the other NEOs’ performance, job responsibilities and importance to the Company’s overall business strategy, as well as, the Company’s compensation philosophy ➢ In preparing compensation recommendations for the NEOs, the CEO and the SVP of Human Resources work together to compare each key element of compensation provided to the NEOs to market data and consider the total compensation package ➢ In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations |
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| Independent Consultant to the Compensation Committee | | |
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Provides independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends
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Participates in meetings as requested and communicates with the Chair of the Compensation Committee between meetings
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| Air Products & Chemicals, Inc. Albemarle Corporation Ashland Inc. Axiall Corporation Celanese Corporation |
| | Chemtura Corporation Eastman Chemical Company Huntsman Corporation The Mosaic Company Polyone Corporation |
| | PPG Industries, Inc. RPM International Inc. The Sherwin-Williams Company Valspar Corporation W. R. Grace & Company |
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NEO
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| | Annual Base Salary (as of December 31, 2014) |
| | Current Base Salary (as of December 31, 2015) |
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Rationale for Increase
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Mark Vergnano | | | $720,000 | | | $900,000 | | |
➢
Promotion to CEO due to Separation and competitive compensation for a CEO
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Substantial contributions towards the Separation
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Mark E. Newman | | | $560,000 | | | $574,000 | | | ➢ Merit approved by DuPont |
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Thierry Vanlancker | | | $561,946(1) | | | $568,230(2) | | |
➢
Merit approved by DuPont
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E. Bryan Snell | | | $296,623 | | | $400,000 | | | ➢ Promotion to President of Titanium Technologies |
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Beth Albright | | | $400,000 | | | $410,000 | | |
➢
Merit approved by DuPont
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NEO
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| | Q1 and Q2 Target STIP (as of June 30, 2015) |
| | 2H Target STIP (as of December 31, 2015) |
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(% of Base Salary)
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($)
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(% of Base Salary)
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($)
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Mark Vergnano | | | | | 100 | | | | | | 360,000 | | | | | | 130 | | | | | | 585,000 | | |
Mark E. Newman | | | | | 80 | | | | | | 224,000 | | | | | | 80 | | | | | | 229,600 | | |
Thierry Vanlancker | | | | | 60 | | | | | | 168,051(1) | | | | | | 60 | | | | | | 170,469(2) | | |
E. Bryan Snell | | | | | 48 | | | | | | 71,669 | | | | | | 75 | | | | | | 150,000 | | |
Beth Albright | | | | | 65 | | | | | | 130,000 | | | | | | 65 | | | | | | 133,250 | | |
Metric
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Weight
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Rationale for Use
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1.
Operating Earnings
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| | 40% | | | Measures the profitability of the business | |
2.
Cash Flow from Operations
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| | 40% | | | Measures the ability to translate earnings into cash, indicating the health of the business and allowing for investment in the future | |
Metric
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Weight
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Rationale for Use
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3.
Revenue
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| | 20% | | | Reflects growth — critical to success | |
Metric
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Threshold
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Target
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Maximum
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Actual Q1
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Actual Q2
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1.
Operating Earnings
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| | | $ | 332.5 | | | | | $ | 475.0 | | | | | $ | 570.0 | | | | | $ | 117.7 | | | | | $ | 111.6 | | |
2.
Cash Flow from Operations
|
| | | $ | 97.0 | | | | | $ | 138.6 | | | | | $ | 166.3 | | | | | $ | (103.3) | | | | | $ | 207.8 | | |
3.
Revenue
|
| | | $ | 2,689.6 | | | | | $ | 3,362.0 | | | | | $ | 4,034.4 | | | | | $ | 1,363.5 | | | | | $ | 1,502.5 | | |
Metric
|
| |
Weight
|
| |
Rationale for Use
|
|
1.
Adjusted EBITDA
|
| | 50% | | | Promotes focus on earnings improvement | |
2.
Free Cash Flow
|
| | 50% | | | Emphasizes the importance of generating cash to support debt servicing and the initial dividend obligation | |
Metric
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| ||||||||||||
1.
Adjusted EBITDA
|
| | | $ | 374.0 | | | | | $ | 414.0 | | | | | $ | 454.0 | | | | | $ | 301.0 | | |
2.
Free Cash Flow
|
| | | $ | 205.0 | | | | | $ | 220.0 | | | | | $ | 320.0 | | | | | $ | 220.0 | | |
Name
|
| |
Performance Period
|
| | Pro-rata Target STIP ($) |
| | x TOTAL Payout as % of Target |
| |
= 2015 Final STIP $
|
| |||||||||
Mark Vergnano
|
| |
First quarter 2015
|
| | | $ | 180,000 | | | | | | 94.2% | | | | | $ | 169,560 | | |
|
Second quarter 2015
|
| | | $ | 180,000 | | | | | | 30.5% | | | | | $ | 54,900 | | | ||
| Second-half 2015 | | | | $ | 585,000 | | | | | | 50.0% | | | | | $ | 292,500 | | | ||
| Total 2015 | | | | $ | 945,000 | | | | | | | | | | | $ | 516,960 | | | ||
Mark E. Newman
|
| |
First quarter 2015
|
| | | $ | 112,000 | | | | | | 94.2% | | | | | $ | 105,504 | | |
|
Second quarter 2015
|
| | | $ | 112,000 | | | | | | 30.5% | | | | | $ | 34,160 | | | ||
| Second-half 2015 | | | | $ | 229,600 | | | | | | 50.0% | | | | | $ | 114,800 | | | ||
| Total 2015 | | | | $ | 453,600 | | | | | | | | | | | $ | 254,464 | | | ||
Thierry Vanlancker
|
| |
First quarter 2015
|
| | | $ | 84,026 | | | | | | 94.2% | | | | | $ | 78,869 | | |
|
Second quarter 2015
|
| | | $ | 84,026 | | | | | | 30.5% | | | | | $ | 25,536 | | | ||
| Second-half 2015 | | | | $ | 170,469 | | | | | | 50.0% | | | | | $ | 85,235 | | | ||
| Total 2015 | | | | $ | 338,520 | | | | | | | | | | | $ | 189,640 | | | ||
E. Bryan Snell(1)
|
| |
First quarter 2015
|
| | | $ | 35,835 | | | | | | 94.2% | | | | | $ | 33,756 | | |
|
Second quarter 2015
|
| | | $ | 35,835 | | | | | | 30.5% | | | | | $ | 10,929 | | | ||
| Second-half 2015 | | | | $ | 150,000 | | | | | | 50.0% | | | | | $ | 75,000 | | | ||
| Total 2015 | | | | $ | 221,669 | | | | | | | | | | | $ | 119,685 | | |
Name
|
| |
Performance Period
|
| |
Pro-rata
Target STIP ($) |
| | x TOTAL Payout as % of Target |
| |
= 2015 Final STIP $
|
| |||||||||
Beth Albright
|
| |
First quarter 2015
|
| | | $ | 65,000 | | | | | | 94.2% | | | | | $ | 61,230 | | |
|
Second quarter 2015
|
| | | $ | 65,000 | | | | | | 30.5% | | | | | $ | 19,825 | | | ||
| Second-half 2015 | | | | $ | 133,250 | | | | | | 50.0% | | | | | $ | 66,625 | | | ||
| Total 2015 | | | | $ | 263,250 | | | | | | | | | | | $ | 147,680 | | |
NEO
|
| | LTIP Target ($) |
| |
PSUs
(50%) |
| | Stock Options (25%) |
| | RSUs (25%) |
| |||||||||
Mark Vergnano | | | | | 2,100,000 | | | |
Substitute awards granted post-Separation
|
| | | $ | 525,000 | | | | | $ | 525,000 | | |
Mark E. Newman | | | | | 1,200,000 | | | |
Substitute awards granted post-Separation
|
| | | $ | 300,000 | | | | | $ | 300,000 | | |
Thierry Vanlancker | | | | | 350,000 | | | |
Substitute awards granted post-Separation
|
| | | $ | 87,500 | | | | | $ | 87,500 | | |
E. Bryan Snell | | | | | 200,000(1) | | | |
Not Eligible
|
| | | $ | 100,000 | | | | | $ | 100,000 | | |
Beth Albright | | | | | 500,000 | | | |
Substitute awards granted post-Separation
|
| | | $ | 125,000 | | | | | $ | 125,000 | | |
NEO
|
| | RSUs Replacing 2013 DuPont PSUs |
| | RSUs Replacing 2014 DuPont PSUs |
| | Stock Options Replacing 2015 DuPont PSUs |
| |||||||||
Mark Vergnano | | | | | 74,592 | | | | | | 78,978 | | | | | | 331,231 | | |
Mark E. Newman | | | | | N/A | | | | | | N/A | | | | | | 197,161 | | |
Thierry Vanlancker | | | | | 11,045 | | | | | | 13,168 | | | | | | 55,206 | | |
E. Bryan Snell | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Beth Albright | | | | | N/A | | | | | | N/A | | | | | | 78,865 | | |
Name
|
| | 2015 LTIP Grant Date Fair Value(1) |
| |||
Mark Vergnano | | | | $ | 3,200,037 | | |
Mark E. Newman | | | | $ | 1,850,021 | | |
Thierry Vanlancker | | | | $ | 550,053 | | |
E. Bryan Snell | | | | $ | 620,030 | | |
Beth Albright | | | | $ | 750,069 | | |
Name
|
| | Base Salary (12/31/2015) |
| | Final STIP (PY2015) |
| | LTIP(1) (2015) |
| | Total Direct Compensation |
| ||||||||||||
Mark Vergnano | | | | $ | 900,000 | | | | | $ | 516,960 | | | | | $ | 3,200,037 | | | | | $ | 4,616,997 | | |
Mark E. Newman | | | | $ | 574,000 | | | | | $ | 254,464 | | | | | $ | 1,850,021 | | | | | $ | 2,678,485 | | |
Thierry Vanlancker(2) | | | | $ | 568,230 | | | | | $ | 189,640 | | | | | $ | 550,053 | | | | | $ | 1,307,923 | | |
E. Bryan Snell | | | | $ | 400,000 | | | | | $ | 119,685 | | | | | $ | 620,030 | | | | | $ | 1,139,715 | | |
Beth Albright | | | | $ | 410,000 | | | | | $ | 147,680 | | | | | $ | 750,069 | | | | | $ | 1,307,749 | | |
Multiple of Salary
|
| |
2015 Target
|
| |
2015 Actual
|
| ||||||
CEO | | | | | 5.0x | | | | | | 2.5x | | |
Other NEOs (average) | | | | | 3.0x | | | | | | 1.5x | | |
Name and Principal Position |
| |
Year
|
| | Salary ($) |
| | Bonus ($)(1) |
| | Stock Awards ($)(2) |
| | Option Awards ($)(3) |
| | Nonequity Incentive Plan Compensation ($)(4) |
| | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
| | All Other Compensation ($)(6) |
| | Total ($) |
| |||||||||||||||||||||||||||
Mark Vergnano,
President and Chief Executive Officer |
| | | | 2015 | | | | | | 809,402 | | | | | | — | | | | | | 1,575,035 | | | | | | 1,625,002 | | | | | | 516,960 | | | | | | 207,235 | | | | | | 111,180 | | | | | | 4,844,814 | | |
| | | 2014 | | | | | | 716,667 | | | | | | — | | | | | | 1,727,967 | | | | | | 525,011 | | | | | | 376,000 | | | | | | 714,436 | | | | | | 112,200 | | | | | | 4,172,281 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mark E. Newman,
Senior Vice President and Chief Financial Officer |
| | | | 2015 | | | | | | 567,006 | | | | | | — | | | | | | 912,519 | | | | | | 937,502 | | | | | | 254,464 | | | | | | N/A | | | | | | 449,000 | | | | | | 3,120,491 | | |
| | | 2014 | | | | | | 81,667 | | | | | | 500,000 | | | | | | 1,500,039 | | | | | | — | | | | | | N/A | | | | | | N/A | | | | | | 30,611 | | | | | | 2,112,317 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thierry Vanlancker,
President, Fluoroproducts(7) |
| | | | 2015 | | | | | | 564,511 | | | | | | — | | | | | | 287,541 | | | | | | 262,512 | | | | | | 189,640 | | | | | | 405,980 | | | | | | 57,423 | | | | | | 1,767,607 | | |
| | | 2014 | | | | | | 560,098 | | | | | | — | | | | | | 288,074 | | | | | | 87,511 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 935,683 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
E. Bryan Snell,
President Titanium Technologies |
| | | | 2015 | | | | | | 347,973 | | | | | | — | | | | | | 510,029 | | | | | | 110,002 | | | | | | 119,685 | | | | | | — | | | | | | 301,256 | | | | | | 1,388,945 | | |
| | | 2014 | | | | | | 295,323 | | | | | | — | | | | | | 97,059 | | | | | | 97,005 | | | | | | 94,463 | | | | | | 219,336 | | | | | | 487,871 | | | | | | 1,291,057 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beth Albright,
Senior Vice President, Human Resources |
| | | | 2015 | | | | | | 405,000 | | | | | | — | | | | | | 375,066 | | | | | | 375,003 | | | | | | 147,680 | | | | | | N/A | | | | | | 28,678 | | | | | | 1,331,427 | | |
| | | 2014 | | | | | | 73,913 | | | | | | 250,000 | | | | | | 1,150,023 | | | | | | — | | | | | | 26,400 | | | | | | N/A | | | | | | 6,652 | | | | | | 1,506,988 | | |
| | | | | | Contributions to Qualified Defined Contribution Plans |
| | Contributions to Nonqualified Defined Contribution Plans |
| ||||||||||||||||||
Name
|
| |
Personal Benefits
|
| |
DuPont
|
| |
Chemours
|
| |
DuPont
|
| |
Chemours
|
| ||||||||||||
Mark Vergnano | | | N/A | | | | | 23,850 | | | | | | — | | | | | | 42,390 | | | | | | 44,940 | | |
Mark E. Newman | | | Relocation 283,470; Tax Gross-up (Relocation) 132,620 |
| | | | 23,850 | | | | | | 3,975 | | | | | | 450 | | | | | | 4,635 | | |
Thierry Vanlancker | | | Tax Gross-Up (Social Security) 1,956 |
| | | | N/A | | | | | | 55,467 | | | | | | N/A | | | | | | N/A | | |
E. Bryan Snell | | | Tax Preparation 3,866; Relocation 160,933; Tax Gross-up (Relocation) 95,974 |
| | | | 21,850 | | | | | | 5,300 | | | | | | — | | | | | | 13,333 | | |
Beth Albright | | | N/A | | | | | 20,376 | | | | | | 6,127 | | | | | | — | | | | | | 2,175 | | |
| | | | | | | | | | | | Estimated Future / Possible Payouts Under Nonequity Incentive Plan Awards(1) |
| |
All Other
Stock Awards; Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards; Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($)(3) |
| |
Grant
Date Fair Value of Stock and Option Awards ($) |
| |||||||||||||||||||||||||||
Name
|
| | Grant Date |
| |
Description
|
| | Threshold ($) |
| | Target ($) |
| | Maximum ($) |
| ||||||||||||||||||||||||||||||||||||
Mark Vergnano
|
| | | | | | | |
Q1 STIP
|
| | | | 90,000 | | | | | | 180,000 | | | | | | 360,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Q2 STIP
|
| | | | 90,000 | | | | | | 180,000 | | | | | | 360,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | |
2H STIP
|
| | | | 292,500 | | | | | | 585,000 | | | | | | 1,170,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 198,121(4) | | | | | $ | 18.449414 | | | | | $ | 575,000 | | | ||
| | | 7/6/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 331,231(5) | | | | | $ | 16.04 | | | | | $ | 1,050,002 | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,168(6) | | | | | | | | | | | | | | | | | $ | 575,031 | | | ||
| | | 7/6/2015 | | | |
2013 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 62,160(2) | | | | | | | | | | | | | | | | | $ | 997,046 | | | ||
| | | 7/6/2015 | | | |
2013 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 12,432(2) | | | | | | | | | | | | | | | | | $ | 199,409 | | | ||
| | | 7/6/2015 | | | |
2014 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 39,489(2) | | | | | | | | | | | | | | | | | $ | 633,404 | | | ||
| | | 7/6/2015 | | | |
2014 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 39,489(2) | | | | | | | | | | | | | | | | | $ | 633,404 | | | ||
| | | 8/5/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,597(7) | | | | | | | | | | | | | | | | | $ | 1,000,003 | | | ||
Mark E. Newman
|
| | | | | | | |
Q1 STIP
|
| | | | 56,000 | | | | | | 112,000 | | | | | | 224,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Q2 STIP
|
| | | | 56,000 | | | | | | 112,000 | | | | | | 224,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | |
2H STIP
|
| | | | 114,800 | | | | | | 229,600 | | | | | | 459,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 107,675(4) | | | | | $ | 18.449414 | | | | | $ | 312,502 | | | ||
| | | 7/6/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 197,161(5) | | | | | $ | 16.04 | | | | | $ | 625,000 | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,939(6) | | | | | | | | | | | | | | | | | $ | 312,515 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,181(7) | | | | | | | | | | | | | | | | | $ | 600,005 | | | ||
Thierry Vanlancker
|
| | | | | | | |
Q1 STIP
|
| | | | 42,013 | | | | | | 84,026 | | | | | | 168,051 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Q2 STIP
|
| | | | 42,013 | | | | | | 84,026 | | | | | | 168,051 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | |
2H STIP
|
| | | | 85,236 | | | | | | 170,469 | | | | | | 340,944 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,152(4) | | | | | $ | 18.449414 | | | | | $ | 87,509 | | | ||
| | | 7/6/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 55,206(5) | | | | | $ | 16.04 | | | | | $ | 175,003 | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,745(6) | | | | | | | | | | | | | | | | | $ | 87,542 | | | ||
| | | 7/6/2015 | | | |
2013 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 9,204(2) | | | | | | | | | | | | | | | | | $ | 147,632 | | | ||
| | | 7/6/2015 | | | |
2013 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 1,841(2) | | | | | | | | | | | | | | | | | $ | 29,530 | | | ||
| | | 7/6/2015 | | | |
2014 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 6,584(2) | | | | | | | | | | | | | | | | | $ | 105,607 | | | ||
| | | 7/6/2015 | | | |
2014 PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 6,584(2) | | | | | | | | | | | | | | | | | $ | 105,607 | | | ||
| | | 8/5/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,060(7) | | | | | | | | | | | | | | | | | $ | 199,998 | | | ||
E. Bryan Snell
|
| | | | | | | |
Q1 STIP
|
| | | | 17,917 | | | | | | 35,835 | | | | | | 71,669 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Q2 STIP
|
| | | | 17,917 | | | | | | 35,835 | | | | | | 71,669 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | |
2H STIP
|
| | | | 75,000 | | | | | | 150,000 | | | | | | 300,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,902(4) | | | | | $ | 18.449414 | | | | | $ | 110,002 | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,964(6) | | | | | | | | | | | | | | | | | $ | 110,032 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,120(7) | | | | | | | | | | | | | | | | | $ | 399,996 | | | ||
Beth Albright
|
| | | | | | | |
Q1 STIP
|
| | | | 32,500 | | | | | | 65,000 | | | | | | 130,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Q2 STIP
|
| | | | 32,500 | | | | | | 65,000 | | | | | | 130,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | |
2H STIP
|
| | | | 66,625 | | | | | | 133,250 | | | | | | 266,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,070(4) | | | | | $ | 18.449414 | | | | | $ | 125,001 | | | ||
| | | 7/6/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78,865(5) | | | | | $ | 16.04 | | | | | $ | 250,002 | | | ||
| | | 2/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,779(6) | | | | | | | | | | | | | | | | | $ | 125,069 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,075(7) | | | | | | | | | | | | | | | | | $ | 249,998 | | |
Name
|
| |
Grant
Date |
| | Number of Securities Underlying Unexercised Options(3) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | Shares or Units of Stock that Have Not Vested(4) |
| ||||||||||||||||||||||||
| Exercisable (#) |
| | Unexercisable (#) |
| | Number (#) |
| | Market Value ($) |
| |||||||||||||||||||||||||||||
Mark Vergnano
|
| | | | 8/5/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,597 | | | | | $ | 566,000 | | |
| | | 7/6/2015(1) | | | | | | | | | 331,231 | | | | | $ | 16.040000 | | | | | | 7/5/2025 | | | | | | 79,115 | | | | | $ | 424,058 | | | ||
| | | 7/6/2015(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | 83,767 | | | | | $ | 448,992 | | | ||
| | | 2/4/2015 | | | | | | | | | 198,121 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 33,488 | | | | | $ | 179,493 | | | ||
| | | 2/5/2014 | | | |
51,132
|
| | | | 102,260 | | | | | $ | 15.487100 | | | | | | 2/4/2021 | | | | | | 24,955 | | | | | $ | 133,757 | | | ||
| | | 2/6/2013 | | | |
147,172
|
| | | | 73,587 | | | | | $ | 11.869273 | | | | | | 2/5/2020 | | | | | | 18,251 | | | | | $ | 97,828 | | | ||
| | | 2/6/2012 | | | |
200,151
|
| | | | | | | | | $ | 12.955122 | | | | | | 2/5/2019 | | | | | | | | | | | | | | | ||
Mark E. Newman
|
| | | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,181 | | | | | $ | 322,570 | | |
| | | 7/6/2015 | | | | | | | | | 197,161 | | | | | $ | 16.040000 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | | | | 107,675 | | | | | $ | 18.449414 | | | | | | 2/3/2022 | | | | | | 18,200 | | | | | $ | 97,549 | < |